Stock Code 股份代號: 127
ANNUAL REPORT 2010 二零一零年年報 Contents 1 ͌፣
CORPORATE INFORMATION ʔ̇༅ࢿ 2
PROFILES OF DIRECTORS AND SENIOR EXECUTIVES ໎ԑʥঢ়ज़ϷܧɁࡗᓯʍ 6
CHAIRMAN’S STATEMENT ˚ంй࣊ 11
FINANCIAL OPERATION REVIEW ল৻พ৻Αᚋ 23
CORPORATE GOVERNANCE REPORT ͬพဳ؝ంй࣊ 37
DIRECTORS’ REPORT ໎ԑผంй࣊ 50
INDEPENDENT AUDITORS’ REPORT ዟ͓࣏ᅕంй࣊ 69
71 ٲCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ၃Ͳࠍνऩం
73 ٲؗంرCONSOLIDATED STATEMENT OF FINANCIAL POSITION ၃ল৻
76 ٲCONSOLIDATED STATEMENT OF CHANGES IN EQUITY ၃ٖ̯ᚬऩᛰ৽
78 ٲݚ൴ټCONSOLIDATED STATEMENT OF CASH FLOWS ၃ଊ
ഽ 81ڃٲNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ၃ল৻ం
FIVE-YEAR FINANCIAL SUMMARY ʄαল৻ล߬ 201
203 ٲڃพذSCHEDULE OF PRINCIPAL PROPERTIES ˚߬
214 ٲڃพೕࢄᚬऩذ SCHEDULE OF PROPERTIES DEVELOPMENT RIGHTS
νᑪɾ܃ంй౨̱כ SCHEDULE OF PRINCIPAL PROPERTY ACQUIRED AFTER 216 ٲڃพذTHE REPORTING PERIOD ˚߬
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 2 Corporate Information ʔ̇༅ࢿ
DIRECTORS ໎ԑ
Executive Director: ਨϷ໎ԑi Joseph Lau, Luen-hung (Chairman and Chief Executive Officer) ჳᝄඐ˚ʥϷܧᐢസ
ਨϷ໎ԑiڈ :Non-executive Directors Lau, Ming-wai (Vice Chairman) ჳს◸৹˚ Amy Lau, Yuk-wai ჳ̽ᄫ
ਨϷ໎ԑiڈIndependent Non-executive Directors: ዟ͓ Chan, Kwok-wai ஹਝ৩ Phillis Loh, Lai-ping ᖓᗫഗ ژMa, Tsz-chun ࣂ
AUDIT COMMITTEE ᄗ࣏կࡗผ
Chan, Kwok-wai (Chairman) ஹਝ৩˚ Phillis Loh, Lai-ping ᖓᗫഗ ژMa, Tsz-chun ࣂ
REMUNERATION COMMITTEE ᑀ༭կࡗผ
Chan, Kwok-wai (Chairman) ஹਝ৩˚ Phillis Loh, Lai-ping ᖓᗫഗ ژMa, Tsz-chun ࣂ
COMPANY SECRETARY ʔ̇ो࣊
ᇗͮ׳ Lam, Kwong-wai
SOLICITORS ܁
ԑ৻ֺ܁Sidley Austin ଞᄨ Sit, Fung, Kwong & Shum ᑇඟㅽѰ܁Ϸ
AUDITORS ࣏ᅕ
HLB Hodgson Impey Cheng ਝᇯผ߮ԑ৻ֺ
Annual Report 2010 Chartered Accountants ߜਝऋஈผ߮ Certified Public Accountants ࠗಋਨพผ߮ 31st Floor, Gloucester Tower ࠗಋ The Landmark ɻଓ̨ഷ11໔ 11 Pedder Street, Central ສΔᄤ Hong Kong йᖓɡ̨ɣ෨31ᅢ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 3
BANKERS ֡ԞႺϷ
(Listed in alphabetical order) ܘΥ̴ѵખͶ Agricultural Bank of China Limited Chengdu Zongfu Sub-Branch ɻਝ༛พႺϷٖͫτࠉʔ̇ιᐢ֚ʻϷ Bank of China (Hong Kong) Limited ɻਝႺϷࠗಋτࠉʔ̇
Corporate Information Bank of Communications Co., Ltd. ͚ႺϷٖͫτࠉʔ̇
Bank SinoPac ̷ᔔਆพႺϷٖͫτࠉʔ̇ ʔ̇༅ࢿ BNP Paribas ؒਝʱቭႺϷ Cathay United Bank Company, Limited ਝ࣮˖ജਆพႺϷٖͫτࠉʔ̇ Chong Hing Bank Limited ጙႺϷτࠉʔ̇ ٦࿏ႺϷ .Citibank, N.A Dah Sing Bank, Limited ɣณႺϷτࠉʔ̇ DBS Bank Ltd. DBS Bank Ltd. DBS Bank (China) Limited Shanghai Branch ܱࢄႺϷɻਝτࠉʔ̇ɐࣵʗϷ E.Sun Commercial Bank, Ltd. ̽ɬਆพႺϷٖͫτࠉʔ̇ Hang Seng Bank, Limited 㞫́ႺϷτࠉʔ̇ ʗϷענHang Seng Bank (China) Limited Kunming Branch 㞫́ႺϷɻਝτࠉʔ̇ Industrial and Commercial Bank of China (Asia) Limited ɻਝɮਆႺϷԓݘτࠉʔ̇ Malayan Banking Berhad Malayan Banking Berhad Oversea-Chinese Banking Corporation Limited Oversea-Chinese Banking Corporation Limited Public Bank (Hong Kong) Limited ɣଠႺϷࠗಋτࠉʔ̇ Shanghai Commercial Bank Limited ɐࣵਆพႺϷτࠉʔ̇ Standard Chartered Bank (Hong Kong) Limited ಔ̨ႺϷࠗಋτࠉʔ̇ Tai Fung Bank Limited ɣᔔႺϷτࠉʔ̇ The Bank of East Asia, Limited ԓႺϷτࠉʔ̇ ɍഝԕUFJႺϷمThe Bank of Tokyo-Mitsubishi UFJ, Ltd. ࣡βผ Wing Hang Bank, Limited ̷ϼႺϷτࠉʔ̇ Wing Lung Bank, Limited ̷ඊႺϷτࠉʔ̇
PLACE OF INCORPORATION ഽ˫ι͓Δᒨ
Bermuda ϛᄮ༠
REGISTERED OFFICE ഽ˫ፒԑ୮
Canon’s Court, 22 Victoria Street Canon's Court, 22 Victoria Street Hamilton HM 12, Bermuda Hamilton HM 12, Bermuda
PRINCIPAL OFFICE IN HONG KONG ࠗಋ˚߬ፒԑ୮
26th Floor, MassMutual Tower ࠗಋᜪˠ ɀཌྷȹཌྷααం 38 Gloucester Road йɡ̨༞38໔ Wanchai, Hong Kong ਝຒɣ෨26ᅢ
PRINCIPAL REGISTRAR AND TRANSFER OFFICE ˚߬༦ʸত୮ ജɁ
Butterfield Fulcrum Group (Bermuda) Limited Butterfield Fulcrum Group (Bermuda) Limited พඑ྆ Rosebank Centre, 11 Bermudiana Road Rosebank Centre, 11 Bermudiana Road Pembroke HM 08, Bermuda Pembroke HM 08, Bermuda 4
BRANCH REGISTRAR AND TRANSFER OFFICE ࠗಋ༦ʸতʗ୮ IN HONG KONG
Computershare Hong Kong Investor Services Limited ࠗಋɻ̕ᖬԴতτࠉʔ̇ Shops 1712-1716 ࠗಋᜪˠ ɣ༞183໔ޒ 17th Floor, Hopewell Centre 183 Queen’s Road East ɻʶ17ᅢ ۩Wanchai, Hong Kong 1712ϭ1716
ʔ̇༅ࢿ OFFICES IN THE PEOPLE’S REPUBLIC OF ɻജɁ̵ͳਝፒԑ୮
Corporate Information Corporate CHINA
Beijing Office: ˵ԕፒԑ୮i Room 202, Oriental Place ɻਝ˵ԕ̟౩ඈਂ No. 9 East Dongfang Road ɍ˵༏ North Dongsanhuan Road ʿ༏9໔ ۩Chaoyang District, Beijing, PRC ʿਝɣ෨202 Post Code: 100027 ൯ᇁi100027 Tel: (8610) 6466 0638 ཋi(8610) 6466 0638 Fax: (8610) 6466 0238 ඨभi(8610) 6466 0238
Chengdu Office: ιፒԑ୮i Room 2608, 26th Floor, CCB Sichuan Building ɻਝ̒ɭޘι̟ Ϡਂొഷ88໔ڇ No. 88 Tidu Street, Qingyang District ۩Ϸɣ෨26ᅢ2608ۺChengdu, Sichuan Province, PRC ̒ɭ Post Code: 610016 ൯ᇁi610016 Tel: (8628) 8676 7747 ཋi(8628) 8676 7747 Fax: (8628) 6613 5700 ඨभi(8628) 6613 5700
Shanghai Office: ɐࣵፒԑ୮i Room B103, Evergo Tower ɻਝɐ̟ࣵ࢘මਂ 1325 Central Huaihai Road ૰ࣵɻ༏1325໔ ۩Xuhui District, Shanghai, PRC ෲঢ়ɣ෨B103 Post Code: 200031 ൯ᇁi200031 Tel: (8621) 6445 8945 ཋi(8621) 6445 8945 Fax: (8621) 6445 9710 ඨभi(8621) 6445 9710
Annual Report 2010 Shenzhen Office: ૯Γፒԑ୮i ૯Γ̟ޘRooms 1-3, South Gong, 6th Floor ɻਝᄤ Lowu Commercial Plaza ᖓಙਂˌӹॎᄤ༏25໔ ےRailway Station Square, Luohu District ᖓಙਆพ 25 ۩3-1ܟڲShenzhen, Guangdong Province, PRC 6/Fᄙ Post Code: 518001 ൯ᇁi518001 Tel: (86755) 8234 7139 ཋi(86755) 8234 7139 Fax: (86755) 8234 0012 ඨभi(86755) 8234 0012
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 5
WEBSITE ၉э http://www.chineseestates.com http://www.chineseestates.com
STOCK CODE ٖͫˤ໔ Corporate Information
127 127
ʔ̇༅ࢿ
BOARD LOT ൕሒ௰Ͻ shares 500ٖ 500
ڝINVESTOR RELATIONS ҙ༅者ᗐ
ɾ݅cᇼᐲiڝFor enquiries relating to investor relations, please contact: τᗐҙ༅者ᗐ ଉڝInvestor Relations Manager ҙ༅者ᗐ Tel: (852) 2866 6999 ཋi(852) 2866 6999 Fax: (852) 2866 2822 ඨभi(852) 2866 2822 (852) 2866 2833 (852) 2866 2833 E-mail: [email protected] ཋ൯[email protected]
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 6 Profiles of Directors and Senior Executives ໎ԑʥঢ়ज़ϷܧɁࡗᓯʍ
EXECUTIVE DIRECTOR ਨϷ໎ԑ
ȹȾɄȾα˱Ƀ̯ʔכMr. Joseph LAU, Luen-hung, aged 59, joined the Company in 1989. ჳᝄඐͱ́cଊα59ัc ᐢസc͛ˮͨܧMr. Lau is the Chairman and Chief Executive Officer of the Company and ̇eჳͱ́ݯ̯ʔ̇ɾ˚࠹Ϸ ᙔʔ̇ɾ໎ԑe֤͛ݯСါਝඑڃacts as a director of certain subsidiaries of the Company. He is also a non- ̯ʔ̇ߗɳ ਨϷ໎ԑcʔ̇ɾٖڈexecutive director of Lifestyle International Holdings Limited (“Lifestyle”), ྆τࠉʔ̇Сါɾ ֺτࠉʔ̇ᐲֺ͚ɐ̟eמࠗಋᐲ͚כͫ a company whose shares are listed on The Stock Exchange of Hong Kong τ˱ࢬɣใଡ଼ɣነଉነɡነϽe֤ΕͬܛLimited (the “Stock Exchange”). Mr. Lau holds a Bachelor Degree of Science ჳͱ́ พҙ༅ၤೕࢄʿࠍୃዶ༩ɍذfrom the University of Windsor, Canada. He has over 35 years of experience พጪ༅dႇพʥ ˚in corporate finance, manufacturing and property investment and Ɋʄαeჳͱ́ݯჳს◸ͱ̯́ʔ̇ɾ৹ ਨϷ໎ԑɾˎጱʥჳ̽ᄫɤɡ̯ʔ̇ɾڈdevelopment. Mr. Lau is the father of Mr. Lau, Ming-wai, the Vice Chairman ʥ ਨϷ໎ԑɾߋ˩eڈ and a Non-executive Director of the Company, and the elder brother of Ms. Amy Lau, Yuk-wai, a Non-executive Director of the Company.
ᗐٖͫɻኟτ࣓ኣᖬԴޚʔٖ̇ͫʥ̯כMr. Lau’s discloseable interest in the shares and underlying shares of the ჳͱ́ α̯כCompany under the provisions of Part XV of the Securities and Futures ʥ౨ஒૈԝXVૈʼʀׄᚉɾᚬऩ༗ ʔ̯כɁࡗܧOrdinance is set out in Directors’ Report under the sections of “Directors’ ం໎ԑผంй࣊ʑɾ໎ԑʥঢ়Ϸ ʔ̯̇כᐲؒ྆ɾᖬԴᚬऩʥ˚ٖ߬ޚand Chief Executives’ Interests in the Securities of the Company and ̇ʥ Associated Corporations” and “Substantial Shareholders’ Interests in the ɾᖬԴᚬऩe Securities of the Company” of this annual report.
ਨϷ໎ԑڈ NON-EXECUTIVE DIRECTORS
ɀཌྷཌྷʒα˱Ƀ̯ʔכMr. LAU, Ming-wai, aged 30, joined the Company in 2006. He was ჳს◸ͱ́cଊα30ัc ɀཌྷȹཌྷαɊɀ˂ȹˀᏵկͨݯ̯ʔ̇כappointed as the Vice Chairman of the Company on 1st December, 2010 ̇e֤ ᙔʔ̇ɾ໎ԑeڃand acts as a director of certain subsidiaries of the Company. Mr. Lau ɾ৹˚c͛ˮ̯ͨʔ̇ߗɳ ነɡነϽd࠷܁τ࠷ɣነਝ˔ነؒܛholds a Bachelor Degree of Laws from King’s College London, a Master ჳͱ́ ဨɡነϽʥ࠷ɣነ܁؝ޫነነؒܧDegree of Laws from The London School of Economics and Political Ꮬʥ ࡑነɡነϽe֤Ε˱Ƀ̯ʔ̇ɾ܁Science, and a Doctor Degree of Philosophy in Laws from King’s College ਝ˔ነؒ c౦Ε࠷The Goldman Sachs Group, Inc.ʥک London. He worked at The Goldman Sachs Group, Inc. and Longview ˫Partners LP, both in London prior to joining the Company. Mr. Lau is a Longview Partners LPͨᓻeჳͱ́ݯख़ήഽ ʥऋஈল৻ʗChartered Financial܁ registered attorney in the State of New York and a CFA (Chartered Financial τɁe֤ݯჳᝄඐͱ̯́ʔ̇ɾܛAnalyst) charterholder. He is the son of Mr. Joseph Lau, Luen-hung, the Analystऋஈ Chairman and Chief Executive Officer of the Company, and the nephew ˚࠹Ϸܧᐢസɾԫɥʥჳ̽ᄫɤɡ̯ʔ̇ɾ ਨϷ໎ԑɾۡԫeڈ .of Ms. Amy Lau, Yuk-wai, a Non-executive Director of the Company
ᗐٖͫɻኟτ࣓ኣᖬԴޚʔٖ̇ͫʥ̯כMr. Lau’s discloseable interest in the shares and underlying shares of the ჳͱ́
α̯כAnnual Report 2010 Company under the provisions of Part XV of the Securities and Futures ʥ౨ஒૈԝXVૈʼʀׄᚉɾᚬऩ༗ ʔ̯כɁࡗܧOrdinance is set out in Directors’ Report under the sections of “Directors’ ం໎ԑผంй࣊ʑɾ໎ԑʥঢ়Ϸ ʔ̯̇כᐲؒ྆ɾᖬԴᚬऩʥ˚ٖ߬ޚand Chief Executives’ Interests in the Securities of the Company and ̇ʥ Associated Corporations” and “Substantial Shareholders’ Interests in the ɾᖬԴᚬऩe Securities of the Company” of this annual report.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 7
ਨϷ໎ԑᙩڈ (NON-EXECUTIVE DIRECTORS (Cont’d
Profiles of Directors and Senior Executives ɀཌྷཌྷ̒α˱Ƀ̯ʔכMs. Amy LAU, Yuk-wai, aged 58, joined the Company in 2004. Ms. Lau ჳ̽ᄫɤɡcଊα58ัc ࢬɣ˱כਨϷ໎ԑe֤ڈis also a non-executive director of Lifestyle. She is registered with the ̇eჳɤɡ͛ݯСါɾ ɾਨޘࡼˑޫᔢነഽ˫cݯΪɣޒޘRoyal College of Dental Surgeons of Ontario, Canada and a practising Ϊɣ
໎ԑʥঢ়ज़ϷܧɁࡗᓯʍ dentist in Ontario. Ms. Lau holds a Bachelor Degree of Science and a พˑޫᔢ́eჳɤɡܛτ˱ࢬɣΛ࠷Λɣነଉነ Doctor Degree of Dental Surgery from the University of Toronto, Canada. ɡነϽʥˑޫɡነϽe֤ݯჳᝄඐͱ̯́ʔ She is the younger sister of Mr. Joseph Lau, Luen-hung, the Chairman and ̇ɾ˚࠹Ϸܧᐢസɾߋհʥჳს◸ͱ̯́ʔ ਨϷ໎ԑɾղ̴eڈChief Executive Officer of the Company, and the aunt of Mr. Lau, Ming- ̇ɾ৹˚ʥ wai, the Vice Chairman and a Non-executive Director of the Company.
ਨϷ໎ԑڈINDEPENDENT NON-EXECUTIVE DIRECTORS ዟ͓
ɀཌྷཌྷ̒α˱Ƀ̯ʔכMr. CHAN, Kwok-wai, aged 52, joined the Company in 2004. He is also ஹਝ৩ͱ́cଊα52ัc ˚the chairman of the audit committee and remuneration committee of the ̇e֤͛ݯ̯ʔ̇ᄗ࣏կࡗผʥᑀ༭կࡗผɾ τዌݘၬढ़ɡɣነɮਆဳଉነነɡܛCompany. Mr. Chan holds a Bachelor Degree of Business Administration eஹͱ́ from the Monash University, Australia. He is also an associate member of ነϽe֤͛ݯዌݘผ߮ʔผผࡗʥࠗಋᖬԴਿ CPA Australia and a member of the Hong Kong Securities Institute. He has พነผผࡗe֤Εল৻ʥผ߮ʿࠍୃዶ༩ɍɊȹ over 31 years of experience in finance and accounting industries. Mr. Chan αeஹͱ́ଊݯඵ༠ᚋਐτࠉʔ̇ɾ໎ԑe is currently a director of High Progress Consultants Limited. He is also an ֤͛ݯJunefield Department Store Group Limited independent non-executive director of Junefield Department Store Group ϛஒඑ྆τࠉʔ̇dɻਝጙพઁٖτࠉʔ Limited, China Investments Holdings Limited, Tern Properties Company ̇dʪጙສพτࠉʔ̇dNational Electronics Limited, National Electronics Holdings Limited and Far East Consortium Holdings Limitedᅥᐰཋɥτࠉʔ̇ʥFar East International Limited, the shares of all of which are listed on the Stock Consortium International LimitedႩೕࢄτࠉʔ ਨϷ໎ԑcɐ߸ֺτʔ̇ɾٖͫяڈExchange. ̇ɾዟ͓ Εᐲֺ͚ɐ̟e
ɀཌྷཌྷʒα˱Ƀ̯ʔכMs. Phillis LOH, Lai-ping, aged 46, joined the Company in 2006. She ᖓᗫഗɤɡcଊα46ัc is also a member of the audit committee and remuneration committee of ̇e֤͛ݯ̯ʔ̇ᄗ࣏կࡗผʥᑀ༭կࡗผɾι ነɡነϽʥؒነਿ܁τࠗಋɣነؒܛthe Company. Ms. Loh holds a Bachelor Degree of Laws and a Postgraduate ࡗeᖓɤɡ Certificate in Laws, both from The University of Hong Kong. Ms. Loh was a พᖬ࣊eᖓɤɡͅȹȾȾཌྷαϭȹȾȾȼαݯਨ practising solicitor from 1990 to 1997, and has since become a practising พԑ৻܁ʥϬȹȾȾɄαᏵཕࠗಋɣ܁༅ࣟ ȹȾȾཌྷαʥȹȾכe֤ʗП܁ιݯਨพɣ܃ barrister-at-law after she was called to the Hong Kong Bar in 1998. She was admitted as a solicitor in Hong Kong (1990) and the United Kingdom ȾȹαᏵཕࠗಋʥߜਝɾԑ৻܁༅ࣟc˞ʥϬ ʥԑ܁and is also a barrister and solicitor in the Supreme Court of the ȹȾȾȹαݯዌݘ֚ࠖঢ়ؒɾɣ ,(1991) Australian Capital Territory (since 1991). ৻܁e
ɀཌྷཌྷɄα˱Ƀ̯ʔכͱ́cଊα45ัcژMr. MA, Tsz-chun, aged 45, joined the Company in 2008. He is also a ࣂ member of the audit committee and remuneration committee of the ̇e֤͛ݯ̯ʔ̇ᄗ࣏կࡗผʥᑀ༭կࡗผɾι ࣏ᅕdল৻ʥผ߮כCompany. Mr. Ma is a Certified Public Accountant (Practising) and has ࡗeͱ́ݯਨพผ߮c over 23 years of experience in auditing, finance and accounting industries. ʿࠍୃዶ༩ɀɊɍαe֤ଊݯɻᓹผ߮ԑ He is currently a director of ACE (CPA) Limited and a director and the ৻ֺτࠉʔ̇ɾ໎ԑʥ᎘ᙺɻਝᚋਐτࠉʔ̇ɾ general manager of Sino-Bridge China Consulting Limited. Mr. Ma holds a ໎ԑʥᐢଉeͱ́ܛτࠗಋɻʼɣነཋɥਆ
ɀཌྷȹཌྷααం Master of Science Degree in E-Commerce (Business Programme) and a ൗဳଉଉነဨɡነϽʥɮਆဳଉဨɡነϽcԎܛ Master Degree in Business Administration, both from The Chinese τࠗಋଉɮɣነɻਝਆൗဳଉଉነဨɡነϽe University of Hong Kong as well as a Master of Science Degree in China ͱ́ݯߜਝऋஈʔႏผ߮ʔผ༅૯ผࡗdࠗಋ Business Studies from The Hong Kong Polytechnic University. Mr. Ma is a ผ߮ʔผผࡗdߜਝऋஈो࣊ʥϷܧɁࡗʔผ
fellow member of The Association of Chartered Certified Accountants in ผࡗʥࠗಋऋஈो࣊ʔผผࡗe ജɁ the United Kingdom, an associate member of Hong Kong Institute of
Certified Public Accountants, The Institute of Chartered Secretaries and พඑ྆ Administrators in the United Kingdom and The Hong Kong Institute of Chartered Secretaries respectively. 8
SENIOR EXECUTIVES ঢ়ज़ϷܧɁࡗ
ɀཌྷཌྷɀα˱Ƀ̯එכMs. Sue CHAN, Sze-wan, aged 32, joined the Group (the Company ஹᗗɤɡcଊα32ัc ᙔʔ̇ီ̯එ྆cଊͨڃtogether with its subsidiaries, the “Group”) in 2002 and is the Manager of ̯྆ʔ̇டԯ Хଉሻਕʥ̟ۂSales and Leasing Department as well as the Assistant Sales and Marketing ሻਕʥै৻ଉ࠹ʝї τਝဳଉޫܛeஹɤɡۂManager of Cosmetics Department responsible for Two Girls products. ଉ߲ஐᔶհゑଐ Ms. Chan holds a Bachelor Degree of Business Administration from ҌɣነɮਆဳଉነɡነϽe֤߲ஐ̯එ྆ɾ̟ พሻਕʥै৻ԑփeஹɤɡΕᏪሻʥ̟ذUniversity of Management and Technology, United States of America. She ઐᄤʥ is responsible for the Group’s marketing and properties’ sales and leasing ઐᄤʿࠍୃዶ༩Ʉαe affairs. Ms. Chan has over 8 years of experience in sales and marketing.
໎ԑʥঢ়ज़ϷܧɁࡗᓯʍ ȹȾȾ̒α˱Ƀ̯එכ࿘ജͱ́cଊα53ัcן Mr. Matthew CHEONG, Veng-va, aged 53, joined the Group in 1994 and is the General Manager – Operations of the Group. He is also an ྆cଊ̯ͨඑ྆ɾᏪ༜ᐢဟe֤͛ݯϭନສพτ
Profiles of Directors and Senior Executives executive director and the chairman of Chi Cheung Investment Company, ࠉʔ̇ϭନɾਨϷ໎ԑʥ˚cʔ̇ݯ̯ ͱ́ןᐲֺ͚ɐ̟eכᙔʔ̇cԯٖͫڃLimited (“Chi Cheung”), a subsidiary of the Company whose shares are ʔ̇ɾ τ˱ࢬɣΛ࠷Λɣነଉነɡܛlisted on the Stock Exchange. Mr. Cheong is a chartered engineer. He ݯऋஈɮೡe֤ ɣነϬ৽ʝӡʥဳଉነဨɡነ̟ےholds a Bachelor Degree of Science from the University of Toronto, Canada, ነϽʥࠗಋ a Master Degree of Science in Automation Systems and Management and ϽʥɮೡነɡነϽe֤͛ݯࠗಋɮೡነผd a Doctorate Degree of Engineering, both from the City University of Hong ߜਝޒࡼऋஈ߮൴ʥઁԹነผʥߜਝཋነผผ ༅ܢ˳ͱ߲́ஐ̯එ྆ȹঁᏪ༜ԑփcןKong. He is also a member of The Hong Kong Institution of Engineers, ࡗe ဳଉe֤ΕͬܧThe Institute of Measurement and Control and The British Computer ޫҌdͬพඨdɁɈ༅ʥϷ Society. Mr. Cheong is responsible for the general operations of the Group พဳଉʥᏪ༜ʿࠍୃዶ༩ɀɊʄαe including information technology, corporate communications, human resources and administration. He has over 25 years of experience in the management and operations.
ɀཌྷཌྷȼα˱Ƀ̯එכMs. Connie CHEUNG, Mun-yi, aged 43, joined the Group in 2007 and ਜ਼ણშɤɡcଊα43ัc e܁˚ဳeਜ਼ɤɡݯਨพԑ৻܁is the Head of Legal Department. Ms. Cheung is a practising solicitor. She ྆cଊͨؒ ነɡነϽʥؒነਿพᖬ࣊e܁τࠗಋɣነؒܛ֤ ,holds a Bachelor Degree of Laws and a Postgraduate Certificate in Laws ʥʔᏪዀ࿚ˮͨ܁Ϸͨᓻԑ৻܁כboth from The University of Hong Kong. Ms. Cheung has been working in ਜ਼ɤɡ౦ ᚋਐeਜ਼ɤɡ߲ஐ୮ଉ̯එ྆ؿΈඖพ৻ɾ܁ؒ .both law firm as a solicitor and public sector as an in-house legal counsel ඖ͌ೕࢄdਆพҙ༅dᅢΧൕሒܢ˳ԑփc܁ؒ Ms. Cheung is responsible for overseeing the legal aspects of the Group’s ɮАʿࠍୃዶ༩ɊȾα܁various businesses, including project development, commercial ʥै৻ʿࠍe֤Εؒ investments, conveyancing and tenancy. She has over 19 years of legal e experience.
ȹȾȾȾα˱Ƀ̯එכMr. Ivan IP, Ka-fai, aged 47, joined the Group in 1999 and is the Senior ່ࡼሣͱ́cଊα47ัc
Annual Report 2010 Manager of China Business Department. Mr. Ip holds a Master Degree of ྆cଊͨɻਝพ৻ঢ়ज़ଉe່ͱ́ܛτߜਝ Business Administration from The University of Hull, United Kingdom. He ႠဍɣነɮਆဳଉነဨɡነϽe֤߲ஐɻਝജ พҙ༅ذඖ͌ɾဳଉၤೕࢄ˞ʥࣵ̔ڲis responsible for the management and development of projects in Eastern ʥജ and Southern China as well as property investment projects in overseas. ඖ͌e֤ΕɻਝɣָΔଐʿࠍୃዶ༩Ɋȼα He has over 17 years of experience in the property field of the Mainland e China.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 9
SENIOR EXECUTIVES (Cont’d) ঢ়ज़ϷܧɁࡗᙩ
Profiles of Directors and Senior Executives ȹȾȾ̒α˱Ƀ̯එכͱ́cଊα47ัcעMr. Alec KONG, Chi-ming, aged 47, joined the Group in 1994 and is ϐҁ ͽͬพτࠉټthe Head of China Business Department. He is also an executive director ྆cଊͨɻਝพ৻˚ဳe֤͛ݯ
ɁࡗᓯʍܧͽɾਨϷ໎ԑʥ৹˚cʔ̇ݯ̯ ໎ԑʥঢ়ज़Ϸټand deputy chairman of G-Prop (Holdings) Limited (“G-Prop”), a subsidiary ʔ̇ ᐲֺ͚ɐ̟eϐͱ́כᙔʔ̇cԯٖͫڃof the Company whose shares are listed on the Stock Exchange. Mr. Kong ʔ̇ɾ holds a Bachelor Degree of Business Administration from The Chinese ܛτࠗಋɻʼɣነɮਆဳଉነɡነϽc˞ʥࠗಋ ɣነɮਆᅕ൴ʗʼነဨɡነϽʥɮਆဳଉ̟ے University of Hong Kong, a Master Degree of Arts in Quantitative Analysis for Business and a Master Degree of Business Administration, both from ነဨɡነϽe֤߲ஐɻਝɣָΔଐඖ͌ɾኬ the City University of Hong Kong. He is responsible for the overall ဳଉʥೕࢄe֤ΕɻਝɣָΔଐʿࠍୃዶ༩ɀ management and development of property projects in the Mainland China. Ɋαe He has over 20 years of experience in the property field of the Mainland China.
ɀཌྷཌྷཌྷα˱Ƀ̯එכɤɡcଊα42ัcעMs. Hazel LAI, Ming-yan, aged 42, joined the Group in 2000 and is the ቭ Senior Manager – Contracts of Project Development Department. Ms. Lai ྆cଊͨඖ͌ೕࢄঢ়ज़ଉÐɮೡeቭɤ ۺɣነ̟ےτࠗಋܛis a registered professional surveyor. She holds a Bachelor Degree of ɡݯഽ˫ਿพಡ൴e֤ ዾʥָΔଐነଉۺScience in Building from the City University of Hong Kong and a Master ነଉነɡነϽʥࠗಋଉɮɣነ Degree of Science in Construction and Real Estate from The Hong Kong ነဨɡነϽe֤͛ݯࠗಋಡ൴ነผผࡗeቭɤ ᗐޚPolytechnic University. She is also a member of The Hong Kong Institute ɡ߲ஐɮࢿಡ൴ԑփe֤ୃዶ༩ɀɊα of Surveyors. Ms. Lai is responsible for the quantity surveying affairs. She e has over 20 years of relevant experience.
ȹȾɄȾα˱Ƀ̯එכᇗͱ́cଊα55ัcͮ׳ Mr. LAM, Kwong-wai, aged 55, joined the Group in 1989 and is the ͽɾඑ྆ল৻ᐢဟʥټGroup Financial Controller and Company Secretary of the Company, Chi ྆cଊ̯ͨʔ̇dϭନʥ τߜਝജۤܛͱ́ݯਨพผ߮c׳Cheung and G-Prop. Mr. Lam is a Certified Public Accountant (Practising) ʔ̇ो࣊e and holds a Master Degree of Business Administration from the University ɣነɮਆဳଉነဨɡነϽe֤Ε࣏ᅕdল৻ʥผ of Warwick, United Kingdom. He has over 33 years of experience in auditing, ߮ʿࠍୃዶ༩ɍɊɍαe finance and accounting.
ɀཌྷཌྷ̒α˱Ƀ̯එכጐͱ́cଊα43ัcמMr. Kenneth NG, Yik-hei, aged 43, joined the Group in 2004 and is the д ۺSenior Manager of Project Development Department. Mr. Ng is a chartered ྆cଊͨඖ͌ೕࢄঢ়ज़ଉeдͱ́ݯऋஈ ዾԑ৻ဟۺbuilding surveyor, a registered professional surveyor and an authorised ዾಡ൴ʥഽ˫ਿพಡ൴cԎݯ τߜਝࣟܛperson under the List of Surveyors of the Building Authority. He holds a ႏ˿ɾಡ൴Ί௰ʑɾႏ˿Ɂɡe֤ ዾಡ൴ነଉነɡነϽʥዌݘၬढ़ɡۺ؝ɣነۤ׳ Bachelor Degree of Science in Building Surveying from the University of Greenwich, United Kingdom and a Master Degree of Practising Accounting ɣነผ߮ነဨɡነϽeдͱ́͛ݯࠗಋಡ൴ነ from the Monash University, Australia. Mr. Ng is also a member of The ผผࡗʥߜਝޒࡼऋஈಡ൴ነผผࡗeϬɀཌྷ կͨݯɐ֚ܧਂܧHong Kong Institute of Surveyors and The Royal Institution of Chartered ཌྷȼαɀ˂c֤ᏵࠗಋऋПϷ ιࡗeдͱ߲́ஐඖ͌ೕࢄԑذዾۺSurveyors. He has been appointed by The Government of the Hong Kong േᄗസ྆ ᗐeޚSpecial Administrative Region as a member of the Appeal Tribunal Panel փe֤ୃዶ༩ɀɊα
ɀཌྷȹཌྷααం (Buildings) since February 2007. Mr. Ng is responsible for the project development affairs. He has over 20 years of relevant experience.
ജɁ
พඑ྆ 10
SENIOR EXECUTIVES (Cont’d) ঢ়ज़ϷܧɁࡗᙩ
ɀཌྷཌྷɀα˱Ƀ̯එכMs. Teresa POON, Mun-chie, aged 40, joined the Group in 2002 and ᅾણ෯ɤɡcଊα40ัc is the Senior Manager of Project Development Department. She is also an ྆cଊͨඖ͌ೕࢄঢ়ज़ଉe֤͛ݯϭନɾਨ ዾʥۺ˫ᐢസeᅾɤɡݯࠗಋഽܧexecutive director and the chief executive officer of Chi Cheung. Ms. Poon Ϸ໎ԑʥϷ ዾΊ௰ʑɾႏ˿Ɂɡe֤ۺ˿ዾԑ৻ဟႏۺ is a registered architect in Hong Kong and an authorised person under the ዾነဨɡነۺዾነʼነɡነϽʥۺτࠗಋɣነܛ List of Architects of the Building Authority. She holds a Bachelor Degree of ዾነผผࡗeᅾɤɡ߲ஐඖ͌ۺArts in Architectural Studies and a Master Degree of Architecture, both ϽcԎݯࠗಋ พඖ͌ဳଉʥೕࢄʿࠍୃዶ༩ذfrom The University of Hong Kong. She is also a member of The Hong ೕࢄԑփe֤Ε Kong Institute of Architects. Ms. Poon is responsible for the project Ɋʄαe development affairs. She has over 15 years of experience in the
໎ԑʥঢ়ज़ϷܧɁࡗᓯʍ management and development of property projects.
࿘ןɁࡗcЩஹᗗɤɡdܧProfiles of Directors and Senior Executives Most of the above senior executives, namely Ms. Sue Chan, Sze-wan, Mr. ˞ɐɣͫঢ়ज़Ϸ ᇗͱͮ׳ͱ́dעMatthew Cheong, Veng-va, Mr. Ivan Ip, Ka-fai, Mr. Alec Kong, Chi-ming, Mr. ജͱ́d່ࡼሣͱ́dϐҁ ጐͱ́ʥᅾણ෯ɤɡኪ̯ͨʔ̇ȹංֶמLam, Kwong-wai, Mr. Kenneth Ng, Yik-hei and Ms. Teresa Poon, Mun-chie ́dд ᙔʔ̇ɾ໎ԑᓻ৻eڃhold position as a director in one or more of the subsidiaries of the Λං Company.
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES Chairman’s Statement 11 ˚ంй࣊
ᙔʔڃI would like to present the results of the Company and its subsidiaries ̯ɁᔑϊΉ̯ʔ̇ɾٖеం̯ʔ̇ʥԯ (the “Group”) for the year ended 31st December, 2010 (the “Year”) to ̯̇එ྆࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅ the shareholders of the Company. α۹̯α۹ɾพᐜe
RESULTS พᐜ
Loss attributable to owners of the Company for the Year was HK$8,858.2 ̯α۹̯ʔ̇ኟτɁؿᎶЌᑋฌݯ8,858,200,000 αึСݯ10,023,400,000ಋʏ˾ˈޚmillion as compared to profit of HK$10,023.4 million (restated) for last ಋʏcϤ พؿʔ̡ذyear. The loss for the Year was mainly due to the fair value loss on ࠇͶe̯α۹ؿᑋฌ˚߬ԞϬҙ༅ investment properties. Loss per share was HK$4.60 (year ended 31st ࠤᛰ৽ᑋฌeҰٖᑋฌݯ4.60ಋʏ࿀ϭɀཌྷཌྷȾ Сݯ5.02ಋʏޔDecember, 2009: earnings per share of HK$5.02 (restated)). αɊɀ˂ɍɊȹˀ˅α۹iҰٖ ࠇͶe
ඖ͌ᑋฌ૱ᔾ10,748,900,000ټଊڈIf the net loss on the major non-cash items of HK$10,748.9 million (year Σ࿁˚߬ ended 31st December, 2009: gain of HK$8,606.1 million (restated)) are ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹iν α۹̯כexcluded, the Group will have a core profit attributable to owners of the ऩ8,606,100,000ಋʏࠇͶc̯එ྆ Company for the Year of HK$1,890.7 million (year ended 31st December, ፣̯ʔ̇ኟτɁؿᎶЌ࣏ʶึСੀݯ 2009: HK$1,417.3 million) and a core earnings per share of HK98.2 cents 1,890,700,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊ year ended 31st December, 2009: HK71.0 cents), an increase of 33.4% ȹˀ˅α۹i1,417,300,000ಋʏcϤҰٖ࣏ʶ) Сੀݯ98.2ಋ˦࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹޔ .and 38.3% over 2009 respectively ˱ˀ˅α۹i71.0ಋ˦cʗП༖ɀཌྷཌྷȾαᄈ 33.4%ʥ38.3%e
DIVIDENDS AND SHARE REPURCHASE ٖࢠʥٖͫΑᑪ
ֶ˦ɀཌྷȹཌྷαȾ˂c̯ʔ̇ɰݢ˟Ұٖ40ಋכ In September 2010, the Company had paid a special dividend of HK40 כޚcents per share or approximately HK$763.0 million to shareholders, which 763,000,000ಋʏɾऋПٖࢠʀٖc represents 40.7% of the core profit for the Year of HK98.2 cents per ̯α۹࣏ʶึСҰٖ98.2ಋ˦ֶ1,890,700,000 share or approximately HK$1,890.7 million. As such, the Board of Directors ಋʏɾ40.7%eΐϊc̯ʔ̇໎ԑผ໎ԑผ ᘪݢೕ̱౨ٖࢠeಳϤcۺof the Company (the “Board”) considers that proposal for final dividend ႏݯ̯α۹Ӏτ߬ ᘪݢೕ̯ۺᙩݢ˟ٖࢠɾত፣c໎ԑผܛܛړfor the Year is not required. However, in order to maintain a continuous ݯ dividend payment record, the Board has recommended the payment of a α۹ɾോᄩֲ̱౨ٖࢠҰٖ1ಋ˦̱౨ٖࢠ nominal final dividend of HK1 cent per share for the Year (the “Final ɀཌྷཌྷȾαi1ಋ˦e Dividend”) (2009: HK1 cent).
ᐢᔾ༠ټα۹ʑc̯ʔ̇ɰʗଊ̯כ During the Year, the Company has allocated an aggregate cash amount of approximately HK$1,317.1 million (2009: HK$2,740.5 million) (or HK68.8 1,317,100,000ಋʏɀཌྷཌྷȾαi2,740,500,000 cents per share (2009: HK138.8 cents)) which would be paid to ಋʏֶҰٖ68.8ಋ˦ɀཌྷཌྷȾαi138.8ಋ i)ͳ)ܢ˳shareholders. Out of such sum, (i) an amount of approximately HK$763.0 ˦Ԏੀผݢೕʀٖeᐢᔾɻ million (2009: HK$1,228.5 million) (or HK40 cents per share (2009: 763,000,000ಋʏɀཌྷཌྷȾαi HK63 cents)) had been applied for the payment of special dividend; (ii) 1,228,500,000ಋʏֶҰٖ40ಋ˦ɀཌྷཌྷȾ an amount of approximately HK$19.1 million (2009: HK$19.5 million) αi63ಋ˦ɰݢೕАऋПٖࢠh(ii)ͳ (or HK1 cent per share (2009: HK1 cent)) would be applied for the 19,100,000ಋʏɀཌྷཌྷȾαi19,500,000ಋʏ
ɀཌྷȹཌྷααం ੀผ͂Аڬ˦payment of Final Dividend; (iii) an amount of approximately HK$535.0 ֶҰٖ1ಋ˦ɀཌྷཌྷȾαi1ಋ million (2009: HK$1,453.3 million) (or HK27.8 cents per share (2009: ݢ˟̱౨ٖࢠh(iii)ͳ535,000,000ಋʏɀ ˦HK72.8 cents)) had been utilized for the repurchase of the Company’s ཌྷཌྷȾαi1,453,300,000ಋʏֶҰٖ27.8ಋ shares; and (iv) no interim dividend had been declared during the Year ɀཌྷཌྷȾαi72.8ಋ˦ɰ͂АΑᑪ̯ʔٖ̇
α۹ʑԎӀτۧݢɻ౨ٖࢠɀཌྷ ജɁ̯כ(HK$39.2 million or HK2 cents per share). With such a total cash ͫhʥ(iv :2009) sum of HK68.8 cents per share (2009: HK138.8 cents) and a core profit ཌྷȾαi39,200,000ಋʏֶҰٖ2ಋ˦e࣓ኣ
ᐢᔾҰٖ68.8ಋ˦ɀཌྷཌྷȾαi138.8ಋ˦ พඑ྆ټof HK98.2 cents per share (2009: HK71.0 cents), a ratio of 70% (2009: ଊ is recorded, which is summarized as follows:– ˞ʥ࣏ʶึСҰٖ98.2ಋ˦ɀཌྷཌྷȾαi71.0ಋ (195% c፣ˈଅݯ70%ɀཌྷཌྷȾαi195%cԎ˦ ล߸ΣɎiß 12
DIVIDENDS AND SHARE REPURCHASE (Cont’d) ٖࢠʥٖͫΑᑪᙩ
For the year ended 31st December, ࿀ϭɊɀ˂ɍɊȹˀ˅α۹ 2010 2009
Core profit (HK$m) ࣏ʶึСϛຒಋʏ 1,890.7 1,417.3 Share repurchase (HK$m) ٖͫΑᑪϛຒಋʏ 535.0 1,453.3
˚ంй࣊ Interim Dividend (HK$m) ɻ౨ٖࢠϛຒಋʏ – 39.2
Chairman’s Statement Special Dividend (HK$m) ऋПٖࢠϛຒಋʏ 763.0 1,228.5 Final Dividend (HK$m) ̱౨ٖࢠϛຒಋʏ 19.1 19.5
On a share basis ˞Ұٖ߮ Core profit (HK cents) ࣏ʶึСಋ˦ 98.2 71.0 Share repurchase (HK cents) ٖͫΑᑪಋ˦ 27.8 72.8 Interim Dividend (HK cents) ɻ౨ٖࢠಋ˦ – 2.0 Special Dividend (HK cents) ऋПٖࢠಋ˦ 40.0 63.0 Final Dividend (HK cent) ̱౨ٖࢠಋ˦ 1.0 1.0
Interim, Special and Final Dividends (HK cents) ɻ౨dऋПʥ̱౨ٖࢠಋ˦ 41.0 66.0 ࣏ʶึСɾϛʗˈ 42% 93%כޚ As a percentage of core profit
Share repurchase, Interim, Special and Final ٖͫΑᑪdɻ౨dऋПʥ̱౨ Dividends (HK cents) ٖࢠಋ˦ 68.8 138.8 ࣏ʶึСɾϛʗˈ 70% 195%כޚ As a percentage of core profit
ٲApproval of Dividend by Shareholders and Expected Timeframe ٖғݢࢠʥད౨ɾࣂං
ɀכʔ̇ɾᎶ։ٖ൪αɣผɐੀ̯כٖۿ Subject to shareholders’ approval at the forthcoming annual general cٖࢠ௰ੀ܃meeting of the Company to be held on 26th May, 2011, the dividend ཌྷȹȹαʄ˂ɀɊʒˀᐾϷғ ɀཌྷȹȹαכʀ܃کɀཌྷȹȹαʒ˂Ʉˀֶכ warrants will be posted on or about 8th June, 2011 to shareholders whose names appear on the register of members of the Company on 26th May, ʄ˂ɀɊʒˀΊͶ̯ʔٖ̇Ί˫ɾٖe 2011.
CLOSURE OF REGISTER OF MEMBERS ᅗፒଉٖতʹᙩ
Annual Report 2010 The register of members will be closed from 23rd May, 2011 to 26th May, ̯ʔ̇ੀϬɀཌྷȹȹαʄ˂ɀɊɍˀϭɀཌྷȹ ࠖѮԭʨᅗፒଉٖܢ˳˅both days inclusive. In order to qualify for the recommended Final ȹαʄ˂ɀɊʒˀ ,2011 ᘪ̱౨ٖࢠؿ༅ࣟcۺDividend and for the purpose of ascertaining the members’ entitlement তʹᙩeݯଲᏵݢ to the attendance of the forthcoming annual general meeting of the ˞ʥݯᆢցٖˮ̯ʔ̇Ꮆ։ٖ൪αɣผؿ ɀכCompany, all share transfers documents accompanied by the relevant ༅ࣟcֺτٖͫ༦ʸʼͧடτᗐٖ̦ ༠̯ʔکshare certificates must be lodged with the Company’s Branch Registrar ཌྷȹȹαʄ˂ɀɊˀɎʟ̒ࣂɍɊʗ ࠗಋɾ༦ʸতʗ୮ࠗಋɻ̕ᖬԴতτࠉכ̇ and Transfer Office in Hong Kong, namely Computershare Hong Kong ɣ༞183໔ɻޒInvestor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, ʔ̇cΔэݯࠗಋᜪˠ Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. ʶ17ᅢ1712-1716۩e 183 on 20th May, 2011.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 13
BUSINESS REVIEW พ৻Αᚋ
พҙ༅ذHong Kong Property Investment ࠗಋ
ʋಳ̯ܰඑ྆ɾ˚߬νɃԞɾټพɾैذRentals from investment properties continued to be one of the major ҙ༅
Chairman’s Stat α۹ʑɾኬˮ̯כพୂذsources of our income. The overall occupancy rate of the Group’s retail ȹe̯එ྆ɾཌྷਕ
ɣ෨ʥณಋɻʶɾᓺ ˚ంй࣊۩ޒܢ˳portfolio was 88.11% during the Year excluding the renovation area of ैଅݯ88.11%ɺ ༠ڬพcˮैଅذ࣏ʶڈWindsor House and Silvercord. The occupancy rate achieved 90.12% if ณᆲe࠱࿁ ذnon-core properties are excluded. The satisfactory occupancy rate is 90.12%eˮैଅ˥Ɂ෮ၤ̯එ྆ɣʗཌྷਕ
ement ሔΔݒτᗐeכattributable to the prime locations of the majority of the Group’s retail พϽ properties.
ٽᐢᔾ༖˾αᄈټα۹ɾኬै̯כThe Group’s overall gross rental growth was 11.17% with rental income ̯එ྆ νɃݯ1,126,300,000ಋʏeࠗಋټof HK$1,126.3 million for the Year as compared with last year. The rental 11.17%cै cϤ%18.96ٽଊΉΡcᄈٲνɃټincome from Hong Kong retail portion showed an upward momentum ཌྷਕʗɾै νɃᐢᔾᄈټᖇeै̡ܛၐڬଊٲཌྷਕʗɾڈ with 18.96% growth while the non-retail portion maintained stable ɀཌྷȹཌྷαʄכɣ෨ɾᓺณɮೡ۩ޒכperformance. The increase in gross rental income is mainly attributable to ˱˚߬ͅ ɀཌྷȹཌྷαɊ˂ྭֺߎeכthe completion of Windsor House’s renovation works in May 2010 and ˂ѧιʥThe ONE ʥ̯ΔࣱᄈٽʑΔಋࣁࣱ۪ɺᒾᄈכthe opening of The ONE in October 2010. Retail rents were generally Շయ ౝټraised due to the increase in tenants’ business turnover benefited from ˱cैʸɾᏪพᔾɐʠc˥̯එ྆ɾཌྷਕै the continuous growth of Mainland China tourists’ spending and the ༧ɐe improved local consumption.
ӯܢ˳α۹ʑc̯එ྆ˮਕֱਆ̯כ During the Year, the Group has disposed the retail shops of Excelsior Plaza ʥYorkےinclude Laforet), Southorn Centre (also known as Wanchai Computer Laforetd࠳ནɻʶ͛Щᜪˠཋ) Centre) and York Place. Placeɾཌྷਕਆ⭕e
α۹ʑcႻᝅᜪΔɾਆ⭕ɾ̡яˮैଅ̯כ The average occupancy rate of the shops of Causeway Place was approximately 95.38% during the Year. ݯ95.38%e
ɀཌྷȹཌྷαʄ˂೨ɮeכɣ෨ɾᓺณɮೡɰ۩ޒ .The renovation works of Windsor House were completed in May 2010 The enhancement includes reconfiguration of the mall layout from ҝӪɮೡ˳ܢࠇณສΔϭȼᅢਆɾஉ߮c ɾሔཌྷਕਆ⭕ऋϳࠕێbasement level to 7th level to provide greater varieties of prime retail ˞ొԜҡΛɺᗘ ංʥʨྭЗສc˞Ꮺȹيȹɻۺshops and specialty restaurants, addition of atrium void and introduction ຳd࿚ Ɂɡذݯᑪ܃ɣ෨ᓺณ۩ޒྊeذof skylight to provide a high-end shopping environment. The overall rental ঢ়ज़ؿᑪ ྊʥԮΛʏʝؿਆʸୂcذincome of Windsor House was raised 7.43% for the Year as compared ొԜҡഒሬؿᑪ ɀཌྷכνɃ༖˾αɐʠ7.43%eټwith last year due to the revamped Windsor House provides shoppers a ৽ԯኬै cozy shopping environment with a diversified trade mix. As at 31st ȹཌྷαɊɀ˂ɍɊȹˀcԯˮैଅݯ91.66% December, 2010, its occupancy rate was approximately 91.66% excluding ɺ˳ܢᓺณᆲe renovation area.
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 14
BUSINESS REVIEW (Cont’d) พ৻Αᚋᙩ
พҙ༅ᙩذHong Kong Property Investment (Cont’d) ࠗಋ
כνɃ༖˾αɐʠ10.04%cټAs for Silvercord, the overall rental income was raised 10.04% for the ณಋɻʶɾኬै ᓺܢ˳ݯ93.94%ɺڬYear as compared with last year and its average occupancy rate was ̯α۹ʑɾ̡яˮैଅ ɀཌྷཌྷȼαѧιᓺณʥࠇכapproximately 93.94% during the Year excluding renovation area. The ณᆲeณಋɻʶ νɃdˮैଅdैʸୂʥɁټcԯै܃rental income, occupancy rate, tenant mix and traffic flow of Silvercord ณ˳ have been enhanced after its renovation and repackaging in 2007. In order ݚяᏵొʠʥҝഁeݯ൬ȹүʝΔϭɍᅢɾ
ɀཌྷȹཌྷαכంй࣊ to further refine the configuration of the retail shops and restaurants at ཌྷਕਆ⭕ࠕຳສcҝഁɮೡɰ˚ basement to third floor, improvement works have been carried out from Ʉ˂ϭɀཌྷȹȹαɀ˂౨ං൬Ϸe
Chairman’s Statement August 2010 to February 2011.
ɀཌྷȹཌྷαȼ˂ѧכɮೡۺߜɣ෨ɾࠇکThe ONE has been grand opened on 29th October, 2010 subsequent to ፭ട ɀཌྷȹཌྷαɊ˂ɀɊȾˀඊࠇכthe completion of redevelopment of the former Tung Ying Building in July ιcThe ONEɰ It is a 29-storey integrated shopping, entertainment and food and ྭeThe ONEݯȹᄝᅢঢ়29ᄙؿ၃ਆcඑ .2010 ȹӸcཌྷਕࠍዶ൚༦כdᅥʥඝࠕذbeverage complex with more than 400,000 square feet of retail spaces. ᑪ ࠗಋঢ়ɾᗘܰکAt present, The ONE is the tallest retail complex of its kind in Hong Kong 400,000̡ʿаeThe ONE͌ ਆذ၃ਆcԎݯάҳՍԯɻȹ୮Δᅟֲᑪێ and is one of the landmark shopping arcades in Tsim Sha Tsui. Around ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀc95.17%ɾכof shops were leased out as of 31st December, 2010 with some e 95.17% ಶeۂΊك˜of them are well-known brand names. ਆ⭕ɰᏵֻैcɻɺ
ˋɁ෮ɾ˥כܛพɾˮैଅၐذ۩The occupancy rate for the Group’s office properties maintained at a ̯එ྆ፒʔ ɣ෨dਝຒɣ෨ʥࡧ۩ޒα۹ʑc̯כsatisfactory level. During the Year, the average occupancy rates of Windsor ̡e House, MassMutual Tower and Harcourt House were approximately ⠃ɣ෨ɾ̡яˮैଅʗПݯ85.86%d97.35% พୂˮैଅ༠ذ۩and 83.64% respectively, bringing the approximate ʥ83.64%cԚኬፒʔ 97.35% ,85.86% occupancy rate of the overall office portfolio to 89.21%. 89.21%e
พೕࢄذHong Kong Property Development ࠗಋ
In general, the Group’s development projects have been progressing ኬϤӰc̯එ྆Έೕࢄඖ͌൬ࢄଉcሻਕ satisfactorily and the sales have been achieving pleasing results. ιᐜ˥Ɂ෮e
York Place is a high-end residential tower located in prime area of Wanchai, York PlaceݯȹᄝϽ୮ᜪˠؿঢ়ֆϾΩɣ෨cኟτ having 94 units with flat size ranging from gross floor area of approximately 94ᐢᅢࠍࠍዶʍ˝576̡ʿаϭ2,037̡ʿа ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀcɰכsquare feet to 2,037 square feet. As at 31st December, 2010, 90 ɺ೩ɾ௰Ͻe 576 units were sold, representing 95.74% of total units. ਕˮ90௰ϽcЌ௰Ͻᐢᅕɾ95.74%e
ѫ൬Ϸɾ༅ඖ͌cϽۺi-home is a joint venture project with the Urban Renewal Authority located i-homeݯȹၤ̟ਂࠇ
Annual Report 2010 ɣӯՍcݯȹ௰ᄝβϾΩɣ෨cొԜͳכ in Tai Kok Tsui. It provides a single residential tower block comprises 182 units with flat size ranging from gross floor area of approximately 462 182௰Ͻc௰Ͻᐢᅢࠍࠍዶʍ˝462̡ʿаϭ ɀཌྷȹཌྷαɊɀ˂ɍɊȹכsquare feet to 1,182 square feet. As at 31st December, 2010, 181 units 1,182̡ʿаɺ೩e were sold, representing 99.45% of total units. ˀcɰਕˮ181௰ϽcЌ௰Ͻᐢᅕɾ99.45%e
ѫ൬Ϸɾ༅ඖۺMOD 595 is another joint venture project with the Urban Renewal Authority MOD 595ݯ̊ȹၤ̟ਂࠇ ӯcݯȹ௰ᄝβϾΩɣ෨cొԜלכlocated in Mongkok. It provides a single residential tower block comprises ͌cϽ 85 units with flat size ranging from gross floor area of approximately 483 ͳ85௰Ͻc௰Ͻᐢᅢࠍࠍዶʍ˝483̡ʿа square feet to 1,188 square feet. 98.82% of total units (i.e. 1 unit ϭ1,188̡ʿаɺ೩e࿀ϭɀཌྷȹཌྷαɊɀ˂ɍ remaining) were sold up to 31st December, 2010. Ɋȹˀ˅cͳਕˮ98.82%ؿ௰ϽɎ1̰ਕ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES ˮ௰Ͻe 15
BUSINESS REVIEW (Cont’d) พ৻Αᚋᙩ
พೕࢄᙩذHong Kong Property Development (Cont’d) ࠗಋ
˸ɬਂؿႚജϾΩכSun Fair Mansions, 12 Shiu Fai Terrace, located in Mid-Levels East, is a ၚሣၣ12໔ณሣɣ෨ݯϽ
Chairman’s Stat traditional prestigious location for luxury residential project in Hong Kong. ඖ͌cΔݒᙔࠗಋඨႚΩඖ͌ɾ൙Ͻສe
ݯȹঢ়ֆϾΩɣ෨c˿ొԜᐢϾ ˚ంй࣊ۺA luxury residential tower which provides a total residential gross floor ඖ͌ੀࠇ area of around 41,020 square feet will be redeveloped. Site formation Ωᅢࠍࠍዶͳ41,020̡ʿаeଊ̳൬ϷΔᆚ ɀཌྷȹɍααɻ೨ɮcכwork is in progress. Completion of the project is re-scheduled to mid ̡ኬɮೡeඖ͌ࠇ߯
ement ɀཌྷȹɀαȹտઐˮeכand its launching is scheduled for the first quarter of 2012. Ԏི߮ 2013
ѫАۺThe Zenith (87.5% interest) is a two-phase redevelopment project at Tai ֆᓹࢋЌ87.5%ᚬऩݯȹၤ̟ਂࠇ ඖ͌eȹ౨ඖۺᜪˠʪࡈഷͳԭ౨ɾࠇכYuen Street, Wanchai undertaken with the Urban Renewal Authority. All Ͻ residential units of Phase I were sold. Phase II will be a residential/ ͌ɾֺτϾΩ௰Ͻɰਕˮeɀ౨ੀผೕࢄݯ commercial complex development with total gross floor area of ȹϾΩʼnਆพ၃ඖ͌cᐢᅢࠍࠍዶͳ approximately 159,700 square feet, provides in aggregate 237 residential 159,700̡ʿаcొԜͳ237ϾΩ௰Ͻʥཌྷਕ ɮೡʥɐۺजᜪˠഷ̟࣏ʶʗɾࠇړunits and retail properties. Redevelopment work with preservation of the ਆ⭕eԯ ɀཌྷȹɀכcore elements of Wanchai Market and superstructure work are in progress. ၰɮೡ̳Ε൬Ϸɻeɀ౨ඖ͌ད߮ ɀཌྷȹȹαઐˮeכCompletion of Phase II is scheduled for end 2012 and it is expected to be αα֛೨ɮcԎད౨ launched in 2011.
ɻ˸ɬؿϾΩΔכNo. 55 Conduit Road (70% interest), a residential site in Mid-Levels with ɳᄨ༞55໔Ќ70%ᚬऩݯϽ site area of about 36,000 square feet which provides a total residential ᆚcΔᆚࠍዶݯ36,000̡ʿаcొԜᐢϾΩᅢ gross floor area of around 87,800 square feet. This site will be developed ࠍࠍዶͳ87,800̡ʿаeΔᆚੀೕࢄݯႚ into a luxury residential project. The first phase of the site formation work ജϾΩඖ͌eࠖආݒɾΔᆚ̡ኬɮೡɰѧιc כᗐΔਥɮೡeඖ͌ད౨ੀޚhas been completed. Piling works and the associated substructure works ଊ̳൬Ϸ̨ᅝʥ are in progress. The project is expected to be launched in the third quarter ɀཌྷȹɀαɍտઐˮe of 2012.
כำЌ25%ᚬऩݯ̯එ྆ԯɻȹϽޒThe Hermitage (25% interest), is one of the Group’s joint venture ۴㞒g ൬Ϸ۩ʑ̳کdevelopment projects in West Kowloon Reclamation Area. Its interior fitting ϹȾ᎘ිࣵਂؿᏪೕࢄඖ͌c͌ ำੀͅ6ϾΩɣ෨ୂιcޒwork is in progress. The Hermitage will comprise 6 residential tower blocks, ࠳ɮೡe۴㞒g which provides in aggregate 964 residential units and retail properties ొԜͳ964ϾΩ௰Ͻʥཌྷਕਆ⭕cᐢᅢࠍࠍ ɀཌྷכwith a total gross floor area of around 1,095,980 square feet. Completion ዶͳ1,095,980̡ʿаeኬඖ͌ࠇ߯ ೨ɮeϬɀཌྷȹཌྷαʒ˂ઐਕ˞Ԟcٱof the whole project is re-scheduled to early 2011. Since its launch ȹȹαα commenced in June 2010, 915 units were presold up to 31st December, ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅ɰདਕ915 ௰Ͻᐢᅕɾ94.92%eכޚrepresenting 94.92% of total units. ௰Ͻc ,2010
ࣵؓ༞dכAnother West Kowloon – joint venture development project is located at ̯එ྆̊ȹϹȾ᎘Ꮺೕࢄඖ͌Ͻ Ќ15%ᚬऩcଊ̳൬Ϸɐވം༞ʥʤം༞͚ the junction of Hoi Wang Road, Yan Cheung Road and Yau Cheung Road
ɀཌྷȹཌྷααం ዾɮೡeඖ͌ੀೕࢄݯ6ϾΩɣ෨cొۺinterest). Its superstructure work is in progress. 6 residential tower ၰ 15%) blocks, which provide in aggregate 740 residential units and retail properties Ԝͳ740ϾΩ௰Ͻʥཌྷਕਆ⭕cᐢᅢࠍࠍዶ ɀཌྷȹכwith a total gross floor area of around 650,600 square feet, will be ͳ650,600̡ʿаeኬඖ͌ࠇ߯ ɀཌྷȹȹαɐ˸αઐכdeveloped. Completion of the whole project is re-scheduled to mid 2012. ɀααɻ೨ɮcԎི߮
ജɁ Its launching is scheduled for the first half of 2011. ˮe
พඑ྆ 16
BUSINESS REVIEW (Cont’d) พ৻Αᚋᙩ
พೕࢄذپMacau Property Development ዌ
㛻ˠ৩᎘༏ɾΔᆚЌپዌכThe Group is planned to develop the site at Avenida Wai Long, Taipa, ̯එི྆߮ੀϽ Macau (70.01% interest) into a high-end residential project with a total 70.01%ᚬऩೕࢄݯঢ়ज़ϾΩඖ͌cᐢϾΩᅢࠍ ۩ӹᆲʥܢ˳residential gross floor area of approximately 5,786,296 square feet ࠍዶ5,786,296̡ʿаɺ (excluding car park area and outdoor facilities area). It will comprise 26 ̔உܪᆲeඖ͌ͅ26ϾΩɣ෨ୂιcԎ residential tower blocks and will be developed in phases. Phase I ʗආݒೕࢄeȹ౨ඖ͌ଊɰໃྡྷcԯΔᆚ̡ኬ
˚ంй࣊ ɀཌྷȹཌྷαʄ˂ࢄeȹ౨ඖ͌߮כdevelopment is being implemented and its site formation work commenced ɮೡ͛ɰ
ɀཌྷȹȹαɀտઐˮeכི Chairman’s Statement in May 2010. The launching of Phase I development is scheduled for the second quarter of 2011.
พҙ༅ذMainland China Property Investment ɻਝɣ
79ཌྷਕਆ⭕ࠍዶͳےThe average occupancy rate of the 79 retail outlets with a total area of ૯Γ̟ᖓಙਆพ α۹ɾ̡яˮैଅݯ̯כaround 29,000 square feet in Lowu Commercial Plaza, Shenzhen was 29,000̡ʿаc approximately 98.14% for the Year. 98.14%e
ɐ̟ࣵ૰ࣵɻ༏cݯȹᄝᅢঢ়21כEvergo Tower, located at Central Huaihai Road in Shanghai, is a 21-storey ෲঢ়ɣ෨Ͻ ዾࠍዶ263,708̡ۺoffice and shopping complex and has a gross floor area of around 263,708 ᄙؿፒʔʥਆ၃ᅢc α۹ɾፒʔʥਆࠍዶɾ̡яˮै̯כsquare feet. The average occupancy rates of the office and retail spaces ʿаe for the Year were approximately 83% and 64.35% respectively. ଅcʗПݯ83%ʥ64.35%e
ɐ̟ࣵያᜪਂʪ࠸כPlatinum (50% interest), a 20-storey Grade A office building located at ณߘɣ෨Ќ50%ᚬऩcϽ ዾࠍዶۺTaicang Road of Luwan District in Shanghai, has a gross floor area of about ༏cݯȹᄝᅢঢ়20ᄙؿ͆ज़ፒʔᅢc ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀכsquare feet. The occupancy rate as of 31st December, 2010 466,464̡ʿаe 466,464 ɀཌྷȹཌྷαʒ˂c̯එכwas approximately 97.87%. The Group’s interest in Platinum had increased ɾˮैଅݯ97.87%e ณߘɣ෨ֺЌɾᚬऩcͅ30%ᄈϭ50%eכ྆ .from 30% to 50% in June 2010
Hilton Beijing (50% interest), having 503 rooms, average occupancy rate ˵ԕѴဍནৈ֙Ќ50%ᚬऩcஉτ503۪ α۹ɾ̡яɃϾଅݯ72.43%e̯כwas approximately 72.43% for the Year. ָc
Oriental Place (50% interest), a 10-storey office building next to Hilton ʿਝɣ෨Ќ50%ᚬऩcݯ˵ԕѴဍནৈ֙ α۹ɾ̡яˮै̯כBeijing, average occupancy rate was approximately 96.61% for the Year. ৯ؿȹᄝᅢঢ়10ᄙፒʔᅢc ଅݯ96.61%e
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 17
BUSINESS REVIEW (Cont’d) พ৻Αᚋᙩ
พೕࢄذMainland China Property Development ɻਝɣ
ႝɣ༞ؿٴਂ˒ټι̟כcݯϽےSplendid City, a residential and commercial project located at Yingbin Road ജ gϹ፦
Chairman’s Stat ዾࠍۺof Jinniu District in Chengdu, has a site area of approximately 795,625 ਆϾඖ͌cΔᆚࠍዶ795,625̡ʿаc square feet and a corresponding gross floor area of approximately 3.74 ዶ3,740,000̡ʿаeඖ͌ੀͅ19ϾΩɣ ˚ంй࣊ million square feet. It will comprise 19 residential tower blocks with a ෨ʥȹᄝਆพɣᅢୂιcԎʗԭ౨ೕࢄeജ g ዾࠍዶʍۺȹ౨ੀొԜͳ1,226ےcommercial building and will be developed in two phases. Phase I of Ϲ፦
ement Splendid City will provide in aggregate 1,226 residential units with flat ˝854̡ʿаϭ1,812̡ʿаɺ೩ɾϾΩ௰Ͻc˞ ዾࠍዶ272,740̡ʿаɾਆพɣᅢeۺsize ranging from gross floor area of approximately 854 square feet to ʥȹᄝ ɀཌྷȹཌྷαɊȹ˂೨ɮcϾΩ௰כsquare feet and a commercial building with gross floor area of ȹ౨ඖ͌ɰ 1,812 ɀཌྷȹཌྷαɊɀ˂ɍכapproximately 272,740 square feet. Phase I has been completed in Ͻ͛ɰ͚˟ʀПൕࡼe November 2010 and the residential units have been handed over to Ɋȹˀcȹ౨ඖ͌ɰਕˮ1,191௰Ͻcޚ ɀ౨ੀొԜͳے97.15%eജ gϹ፦כ individual purchasers. As at 31st December, 2010, 1,191 units of Phase I ዾࠍዶʍ˝854̡ʿаϭ1,812̡ʿۺwere sold, representing 97.15%. Phase II of Splendid City will provide in 1,625 ዾɮೡcԎۺaggregate 1,625 residential units with flat size ranging from gross floor аɺ೩ɾϾΩ௰Ͻcଊ̳൬Ϸɐၰ ɀཌྷȹɀααɻ೨ɮeכarea of approximately 854 square feet to 1,812 square feet. It is under ད౨ superstructure construction and expected to be completed in mid 2012.
ι̟፦ϐਂɣഷؿכThe Metropolis is a residential project located at Dongda Street of Jinjiang ജ gමജcݯϽ ዾۺDistrict in Chengdu, with site area of approximately 194,411 square feet ϾΩඖ͌cԯΔᆚࠍዶ194,411̡ʿаc and corresponding gross floor area of approximately 1.65 million square ࠍዶ1,650,000̡ʿаeඖ͌ੀͅ6ϾΩɣ feet. It will comprise 6 residential tower blocks and will be developed in ෨ୂιcԎʗආݒೕࢄeജ gමജȹ౨ ዾࠍዶʍ˝704̡ʿаϭ2,692ۺphases. Phase I of The Metropolis will provide 572 units with flat size ੀొԜ572 ዾɮೡcདۺranging from gross floor area of approximately 704 square feet to 2,692 ̡ʿаɺ೩ɾ௰Ͻeଊ̳൬Ϸɐၰ ɀཌྷכɀཌྷȹɀαα֛೨ɮeϬȹ౨ඖ͌כsquare feet. It is under superstructure construction and expected to be ౨ completed in end 2012. Since its first sales launch of Phase I commenced ȹཌྷαɊɀ˂ࠖωઐਕ܃c࿀ϭɀཌྷȹཌྷαɊɀ in December 2010, 91 units (i.e. 15.91%) were presold up to ˂ɍɊȹˀ˅ɰདਕ91௰ϽЩ15.91%e 31st December, 2010.
༏ؿਆϾڲϠਂʪʠڇι̟כChinese Estates Plaza, a commercial and residential project at South ജ ᄤcݯϽ Taisheng Road of Qingyang District in Chengdu, has a site area of about ඖ͌cΔᆚࠍዶ404,267̡ʿаcೕࢄஃᅡ 404,267 square feet with a development scale of 3.2 million square feet. 3,200,000̡ʿаeඖ͌ੀͅȹᄝ͆ज़ፒʔᅢd ɻʶʥ4ϾΩɣ෨ذIt will comprise a Grade A office building, a five stars hotel, a shopping ȹʄܱज़ৈ֙dȹᑪ ዾɮೡeඖ͌ɾਆۺcentre and 4 residential tower blocks. Substructure construction works ୂιeଊ̳൬ϷɎᄙ࿚ ɀཌྷȹɍαα֛ʥɀཌྷכare in progress. Completion of the commercial and residential portions พʥϾΩʗʗПི߮ are scheduled for end 2013 and end 2014 respectively. ȹ̒αα֛೨ɮe
ࠇᄪ̟ϐ˵ਂജณഷഷ༞ɾਆϾඖ͌ЌכThe commercial and residential project at Huaxinjie Street of Jiangbei Ͻ
ɀཌྷȹཌྷααం ዾۺDistrict in Chongqing (25% interest), has a site area of around 2,207,546 25%ᚬऩcΔᆚࠍዶ2,207,546̡ʿаc ɀཌྷȹཌྷכsquare feet and a gross floor area of approximately 11.08 million square ࠍዶ11,080,000̡ʿаeΔɰ உ߮ආݒeכfeet. The land was handed over on 15th July, 2010 and the project is at αȼ˂Ɋʄˀ͚અcඖ͌ଊ̳୮ ɀཌྷȹ̒כdesign stage. It will be developed in four phases and Phase I is expected ඖ͌ੀʗ̒౨ೕࢄcȹ౨ඖ͌ད౨
ജɁ to be completed in the fourth quarter of 2014. α̒տ೨ɮe
พඑ྆ 18
BUSINESS REVIEW (Cont’d) พ৻Αᚋᙩ
พҙ༅ذOverseas Property Investment ࣵ̔
ߜਝ࠷כc̯එ྆νᑪȹᄝϽ܃αכ Subsequent to the year end, the Group has acquired a Grade A freehold office building, namely River Court, located at 116-129 Fleet Street, Midtown Fleet Street 116-129໔cΊݯRiver Midtown, London, United Kingdom. River Court provides a total net internal Courtɾ̷ɔพᚬ͆ज़ᄘΥᅢeRiver CourtొԜᐢ area of approximately 431,324 square feet, together with certain car parking ۩ʑ૱ࠍዶ431,324̡ʿаcடߗɳؠӹ spaces. The office area is let to an international investment bank as part Ͻeፒʔਂैʀȹࡼਝҙ༅ႺϷcАݯԯᅩݘ
˚ంй࣊ of its European headquarters and the retail unit at the ground floor and ᐢɾȹʗcϤΔࠍᄙʥΔɎᄙɾཌྷਕ௰Ͻc
ʀȹࡼᖞพཌྷਕʔ̇eνᑪԑඖɾੱɰ༗ैڬ Chairman’s Statement lower ground floor is let to a chemists retail company. Details of the ԑඖȹຝʑe܃Ɏ߸ంй౨̱כ .acquisition have been included in “Events After the Reporting Period” below
ڝผᗐم COMMUNITY RELATIONS c̯α۹ʑc̯එ྆৽ࡗ࿏ɎࡗڝผᗐمIn order to enhance community relations, we had mobilized employees ݯ˱ੜ ৻cᎳרඖ͌d෯ഁݠ৽ʥຮɮਂمin our workplace to participating in the following community programmes, ɮၤɎͶ ʑτֶ߬੩ञɁɡc˞ʥ߬ऋП๑ᚋਂمcharitable activities and voluntary services, for helping the communities in Х need, suffering people and children with special needs during the Year:– ɾԫ೧i–
ຮɮɣϷ৽ʥͲےHSBC SHARE-TO-CARE Volunteer Campaign and Territory-wide Flag Day of • ຮ৻ɮАೕࢄѫɾ㟱ᔔෲʶඨ • Agency for Volunteer Service ಋሒ࿏ᘐಁݠ৽
• Charity sale of raffle tickets and Flag Day of Heep Hong Society • Ծผɾ෯ഁᆉԴຮሒʥሒ࿏ˀ ࣵΔቊ႞ӎʥ8.12 Fun FunڇQinghai Earthquake Relief and 8.12 Red Décor Day of Hong Kong • ࠗಋɊΥผɾ • Red Cross ˀ
• Pin Campaign “Sight for All 2010” of ORBIS Hong Kong • ࠗಋෙˈɾ഼̳Ϸ৽2010ᖦ༜৽ • Oxfam Rice Sale of Oxfam Hong Kong • ᅥܪผɾᅥܪϝຮሒɣϷ৽ ᓱԾผɾሒ࿏ˀୂਂمFlag Day of Society for Community Organization • ࠗಋ • ɾʔऩෲˑˀټLove Teeth Day of The Community Chest • ࠗಋʔऩ • ผɾᘿᗝȹᎁݠ৽ʥᓿ࣊Ανຮעۧވ˖Skip-A-Meal” Campaign and Used Book Recycling Campaign of World Vision • ࠗಋ“ • Hong Kong ሒɣϷ৽
ผɾΔଈȹɩࣂټϬಳਥވ˖ • Earth Hour of World Wild Fund •
৻ᐲผཽஈԎཕרผمThe Company honoured by receiving the “Caring Company” logo in the ̯ʔ̇டᙩ̒αᏵࠗಋ ࢄᗐᕤᅟႌcʹωᏵٛցԯӪΡͬพʔވfourth consecutive year, from The Hong Kong Council of Social Service, in ೕਆ recognition of our good corporate citizenship. The Group will continue to ̵၀ुe̯එ྆ੀᘗᙩዶรၤʥʻܛΈᗘτ෮ ݠ৽eਂمactively participate and support a variety of meaningful community activities. ຮɾ
Annual Report 2010 ผɐஔߕɁɡొԜХe̯එمοΕΉټIn February 2011, the Group donated a sum of HK$34 million to the ᗐෲਥ ࢶಁټɀཌྷȹȹαɀ˂cΉᗐෲਥכ྆ Community Care Fund which is established to provide assistance to the ɀཌྷȹɀαʥɀཌྷȹɍכunderprivileged in the community. A further sum of HK$33 million will be 34,000,000ಋʏcԎੀ made in 2012 and 2013 respectively. αΈαcʗПʹࢶಁ33,000,000ಋʏe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 19
ڝINVESTOR RELATIONS ҙ༅者ᗐ
ӪܛړThe Company is continuously committed to maintaining good ̯ʔ̇ȹߎɈၤٖdҙ༅者ʥʗࡗ ೩ྦྷ̯එ྆ɾ೪ʥพ৻ೕࢄ֤ړcommunication with shareholders, investors and analysts in order to ensure Ρc˞ᆢ ۹ʥ˱ੜၤҙ༅者עtheir thorough understanding of the Group’s strategies and business τྵؿଉcϤొঢ়
Chairman’s Stat eڝdevelopment, thereby enhancing transparency and investor relations. ᗐ
˚ంй࣊ The Company maintains a Company’s website (www.chineseestates.com) ̯ʔ̇உτʔ̇၉ࠒ(www.chineseestates.com)c ցʔؒܢ˳to make the Company’s information available on the internet, including Ԛٖ˿༦ʃᐲ၉Յʔ̇༅ࢿc
೩c˱ੜၤٖɾcԎ ementיthe dissemination of statutory announcements and circulars etc., to facilitate ̠ʥٖԲɾೕ its communication with shareholders and to provide important information ొԜࠇ߬༅ࢿʀʔଠҙ༅者ȿͬพဳ؝ܼ࿚d Ɂࡗᓯʍc˞ʥ໎ܧ೪ʥԹ۹d໎ԑʥঢ়ज़Ϸܧ to the investing public on corporate governance structure, policies and systems, profiles of the Directors and senior executives as well as terms ԑկࡗผɾᓻᚬᆲe of reference of Board committees.
ʔ̇၉ॎАכThe up-to-date information of the Group is available for public access on τᗐ̯එ྆ɾณ༅c̯ʔ̇ผ Ꮆҡณ˞ᜑʔଠɁɡ݅ቇe̯ʔ̇རԯٖޚthe Company’s website. The Company encourages its shareholders to ˮ ҙ༅者ʥٖొˮ෮ٴtake advantage of the Company’s website and welcomes suggestions from ഁ̯͂ʔ̇၉ॎʥᚭ cʗԔ֤೩ɾڝinvestors and shareholders, and invites them to share their views and ӮcԎᑼ֤೩ᐲҙ༅者ᗐ ɾཋ൯iڝᘪeҙ༅者 ᗐۺsuggestions by contacting the Investor Relations Department at ෮Ӯʥ [email protected]. [email protected]
OTHER INFORMATION ԯˢ༅ࢿ
ᙔʔ̇ʥ༅ଐڃDisposal of Subsidiaries and Assets ˮਕ
ɀཌྷכAs announced on 18th May, 2010, the Group has on 17th May, 2010 Σɀཌྷȹཌྷαʄ˂ɊɄˀʔ̠c̯එ྆ entered into six sets conditional sale and purchase agreements (the ȹཌྷαʄ˂Ɋȼˀၤͅჳᝄඐͱ̯́ʔ̇ɾ˚ “Agreements”), in relation to, inter alia, disposal of two shops of York Place ࠹ϷܧᐢസͲ༅ኟτɾʔ͓̇߯ʒͫτૈͧ and the Company’s wholly-owned subsidiaries that hold retail shops of ൕሒԾᘪ೩Ծᘪcˮਕԯɻ˳ܢYork ӯLaforetܢ˳τֱਆܛExcelsior Plaza (include Laforet) and Southorn Centre (also known as Placeԭਆ⭕ʥ ɾཌྷਕਆ⭕೩ےWanchai Computer Centre) (the “Properties”) to the companies wholly- ʥ࠳ནɻʶ͛Щᜪˠཋ గ܃ˮਕѧιכᙔʔ̇cԎڃพɾͲ༅ኟτذ owned by Mr. Joseph Lau, Luen-hung, the Chairman and Chief Executive พొԜݯ౨ɍαɾЛै༉ˤଉʥဳଉਕذOfficer of the Company; and the subsequent provision of three-year after- ೩ ৻cᐢˤძݯ2,598,100,000ಋʏ೩͚ר܃ sale free leasing agency and management services in relation to the ࿚ι̯ʔ̇ɾמc೩͚ڬe࣓ኣɐ̟ஃמ Properties, at an aggregate consideration of approximately HK$2,598.1 ʔ̇ዟ͓ٖғe̯ۿcמmillion (the “Transactions”). The Transactions constituted discloseable and ʀׄᚉʥᗐட͚ ɀཌྷȹཌྷαכɰᏵ̯ʔ̇ዟ͓ٖ܃ԯמconnected transactions for the Company under the Rules Governing the ೩͚ כListing of Securities on The Stock Exchange of Hong Kong Limited (the ȼ˂ȼˀᐾϷɾٖऋПɣผɐғcԎʗП cڬListing Rules”) which are subject to the approval of the independent ɀཌྷȹཌྷαȼ˂ʥɄ˂ѧιe࣓ኣɐ̟ஃ“ cΐ೩Ծמᙩᗐட͚ܛ͛࿚ι̯ʔ̇ɾמshareholders of the Company. The Transactions were subsequently ೩͚ พဳଉτࠉذڌc֦܃ѧιמ೩͚ۿעapproved by the independent shareholders of the Company at the special ᘪʑ߯ พذᙔʔ̇ผగొԜڃgeneral meeting held on 7th July, 2010 and were completed in July and ʔ̯̇ʔ̇ɾͲ༅ኟτ
พ ɀཌྷȹཌྷααంذพYork Place̔ၤ೩ذ৻ʀ೩רAugust 2010 respectively. The Transactions also constituted continuing ဳଉ พဳଉԾذconnected transactions of the Company under the Listing Rules as it was York Place̔ࣂɾኟτɁ͓߯ ʔ̇ˀ౨ݯ̯כɾੱɰ༗Ͷמprovided in the Agreements that upon completion of the Transactions, ᘪeτᗐ೩͚ property management agreements would be entered into between Perfect ɀཌྷȹཌྷαʒ˂ɊɄˀɾԲʑe World Company Limited, the Company’s wholly-owned subsidiary, with
ജɁ the then owners of the Properties (except York Place) regarding the
provision of property management services to the Properties (except York พඑ྆ Place). Details of the Transactions were set out in the circular of the Company dated 18th June, 2010. 20
OTHER INFORMATION (Cont’d) ԯˢ༅ࢿᙩ
Acquisition of Platinum νᑪณߘɣ෨
ɀཌྷཌྷȾαɊɀ˂ɊɄˀc̯එ͓྆߯ȹͫൕכ On 18th December, 2009, the Group entered into a sale and purchase agreement (the “SP Agreement”) to acquire 3 non-voting shares in a joint ሒԾᘪൕሒԾᘪcዟ͓ɍʿ˞ˤძ venture (the “JV”) (representing 30% of the issued share capital of the 23.40ಋʏᑪɃᏪͬพᏪͬพ3ٖಲҙ ᏪͬพɰೕϷٖ̯ɾ30%cංכޚJV) at a consideration of HK$23.40 from an independent third party, ᚬٖͫ ɐࣵΊݯณߘɣ෨ɾ͆ज़ፒʔכcontracted to acquire indirectly the property interest in a Grade A office અνᑪȹᄝϽ
˚ంй࣊ ɀཌྷȹཌྷαכพᚬऩeณߘɣ෨ɾνᑪɰذbuilding in Shanghai, namely Platinum. The acquisition of Platinum has ᅢɾ
Chairman’s Statement been completed on 1st April, 2010. ̒˂ȹˀѧιe
ɀཌྷכAs announced on 30th June, 2010, the Group has on 29th June, 2010 Σɀཌྷȹཌྷαʒ˂ɍɊˀʔ̠c̯එ྆ exercised the call option under the SP Agreement to further acquire 2 ȹཌྷαʒ˂ɀɊȾˀ࣓ኣൕሒԾᘪϷԚႏᑪ౨ non-voting shares (“Call Option Shares”), representing 20% of the issued ᚬc൬ȹүᑪɃ2ٖಲҙᚬٖͫႏᑪ౨ᚬٖ Ꮺͬพɰೕכޚshare capital of the JV at a consideration of HK$15.60 and therefore, as a ͫcˤძݯ15.60ಋʏc ᏪͬพᘗϤכresult, the Group’s interest in the JV and in turn Platinum has been increased Ϸٖ̯ɾ20%eΐϊc̯එ྆ from 30% to 50%. The aggregate pro-rata shareholder’s loan and corporate ณߘɣ෨ɾᚬऩ༟ͅ30%ᄈ˱ϭ50%e̯එ྆ ԝ့ٖ߮൘ಁʥʔ̇ˈܘguarantee provided by the Group to the JV as at 30th June, 2010 was ΉᏪͬพֺొԜɾ ɀཌྷȹཌྷαʒ˂ɍɊˀݯכᐢᔾړapproximately HK$935 million. ኪ 935,000,000ಋʏe
ɀཌྷȹཌྷαʒ˂ɀɊȾˀ൬ȹүϷԚכThe Group has also on 29th June, 2010 further exercised its conversion ̯එ྆͛ τɾ5ٖܛright to require the JV to redeem its 5 non-voting shares held and convert ԯᔝᚬ˞߬ұᏪͬพᚿΑ̯එ྆ into 5 ordinary shares, subject to the passing of an ordinary resolution by ಲҙᚬٖͫcԎੀɾᔝݯ5ٖౝٖc the shareholders of the holding company of the JV partner (the ᏪͬพྑЂɾઁٖʔ̇ɾٖ༦τᗐౝ ˂ɀཌྷȹཌྷαɄכConversion”). The Conversion has been approved on 20th August, 2010, Һᘪ࣐ᔝᚬeᔝᚬɰ“ ˀͲᅕᚿΑ̯כᏪͬพ͛ܨand thus all the 5 non-voting shares held by the Group have been ɀɊˀᏵғc τɾ5ٖಲҙᚬٖͫcԎᔝݯ5ٖౝܛredeemed by the JV and converted into 5 ordinary shares on the even එ྆ date. ٖe
Pursuant to the SP Agreement, the JV partner is entitled to exercise the ࣓ኣൕሒԾᘪcᏪͬพྑЂτᚬϷԚܘൕሒԾ ɀཌྷȹཌྷαʒ˂ɀɊȾˀכ౨ᚬc؍put option granted under the SP Agreement to require the Group to ᘪʀɾႏ 180ˀ܃purchase their 50% interest in the JV, i.e. 5 ordinary shares (“Put Option Щൕሒႏᑪ౨ᚬٖͫɾѧιˀ౨ϭԯ ᏪͬพכShares”), during the period from 29th June, 2010, being the date of ౨ංc߬ұ̯එ྆ᑪൕᏪͬพྑЂ ౨ᚬٖ؍completion of the sale and purchase of Call Option Shares, to the expiry ֺЌɾ50%ᚬऩcЩ5ٖౝٖႏ ˘౨ᚬc؍߸ႏکof 180 days thereafter. In the event that the JV partner exercised the said ͫe࠱ߗᏪͬพྑЂϷԚ
౨ᚬٖͫɾൕሒcᏪͬพੀιݯ̯ʔ؍Annual Report 2010 put option and upon the completion of the sale and purchase of the Put ѧιႏ τณܛᙔʔ̇cϤ̯එ྆ੀංઅڃOption Shares, the JV will become a wholly-owned subsidiary of the ̇ɾͲ༅ኟτ cᏪͬพྑЂɰکαכCompany and the Group will have 100% indirect interest in Platinum. ߘɣ෨100%ᚬऩe Ꮺͬכ౨ᚬcΐϊ̯එ྆؍Prior to the year end, the JV partner had confirmed that they have no ᆢႏಲ෮ϷԚԯႏ כܛintention to exercise the put option, and therefore the Group’s interest in พᘗϤณߘɣ෨ֺЌɾᚬऩɺᛰcၐ the JV and in turn Platinum remains unchanged at 50%. 50%e
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 21
EVENTS AFTER THE REPORTING PERIOD ంй౨̱܃ԑඖ
Acquisition of River Court νᑪRiver Court
As announced on 14th January, 2011, the Group has on 14th January, Σɀཌྷȹȹαȹ˂Ɋ̒ˀʔ̠c̯එ྆ၤዟ͓
Chairman’s Stat ɀཌྷȹȹαȹ˂Ɋ̒ˀ͓߯ൕሒԾᘪcכentered into a sale and purchase agreement with independent third ɍʿ 2011
parties to acquire the entire issued share capital in River Court Holdings νᑪRiver Court Holdings LimitedͲɰೕϷٖ ˚ంй࣊ ߜכτϽܛLimited which indirectly held a Grade A freehold office building, namely ̯eRiver Court Holdings Limitedංઅ River Court, situate at 116-129 Fleet Street, Midtown, London, United ਝ࠷Midtown Fleet Street 116-129໔cΊݯ
ˤძ ementמKingdom, at a consideration consisted of payment in cash of River Courtɾ̷ɔพᚬ͆ज़ᄘΥᅢe͚ 37,791,104ߜᔦʀ˞ሁኬʥֻኪٖټGBP37,791,104, subject to adjustment, and the assumption of ͅଊ ޚʔ̠ˀ౨ʗПכᔾ43,289,000ߜᔦټshareholders’ loan of approximately GBP43,289,000 (equivalent to ൘ಁ 465,260,000ಋʏʥ532,946,000ಋʏ࿚כapproximately HK$465,260,000 and HK$532,946,000 respectively as at cνᑪԑඖ࿚ι̯ʔ̇ȹඖڬthe date of the announcement). The acquisition constituted a discloseable ιe࣓ኣɐ̟ஃ ɀཌྷȹȹαȹ˂Ɋ̒כeνᑪԑඖɰמtransaction of the Company under the Listing Rules. Completion of the ʀׄᚉ͚ acquisition took place on 14th January, 2011. ˀѧιe
Subscription and Purchase of Bonds ႏᑪʥᑪൕඦԴ
As announced on 20th January, 2011, the Group has entered into a Σɀཌྷȹȹαȹ˂ɀɊˀʔ̠c̯එ྆ၤɍ ɀཌྷȹȹαȹ˂ɊȾˀ͓߯ႏᑪԾᘪႏכsubscription agreement (the "Subscription") with a third party on ʿ ɀཌྷȹ̒αԷ౨ɾכ19th January, 2011, in relation to the subscription and purchase of the ᑪcʑࢀτᗐႏᑪʥᑪൕ ᐢᔾݯɁ̵ྫྷټඦԴc̯ړኪאsenior secured guaranteed bonds due 2014 in the aggregate principal 8.5ͱτ 8.5% כޚamount of RMB2 billion, to be settled in USD (which is equivalent to 2,000,000,000ʏc˞ʏ့ ˂ɀཌྷȹȹαɍכapproximately US$303 million). The Subscription was completed on 15th 303,000,000ʏeႏᑪɰ March, 2011. Ɋʄˀѧιe
ɻʶپDisposal of Tuen Mun Centre ˮਕʰ
ɀཌྷȹȹαɀ˂ȼˀc̯එ྆˞ˤძכ On 7th February, 2011, the Group has disposed the commercial property پพxʰذɾਆ͂ވณכat Tuen Mun Centre, New Territories to an independent third party at a 80,000,000ಋʏˮਕϽ consideration of HK$80 million. ɻʶʀዟ͓ɍʿe
PROSPECTS ࢄશ
The global economic conditions have shown sound improvements in the ଈᏜΕɀཌྷȹཌྷαɎ˸αܛᙩΉΡc˚߬Շ ೪cʥʑΔᏜܧਝઐˮɀረ൴ʝᄖᕌכsecond half of 2010, resulting from the launching of second round of య Ԏ൚൙ˀ̯ιݯͲଈɀɣᏜӡeٽᙩᄈܛ quantitative easing by the United States of America, as well as the continued eٽᖇᄈ̡ܛeconomic growth in the Mainland China which has taken the place of ད౨ʌαଈᏜੀၐ Japan and has become the world’s second largest economy. The global economy is likely to maintain stable growth this year.
ʑΔಋࣁࣱ۪ɺᒾɐʠʥ̯Δࣱᄈ ɀཌྷȹཌྷααంכBenefited from both the continuous growth in Mainland China tourists’ Շయ νɃτᛷട̳ټพैذඑ྆ؿཌྷਕ̯ྦྷڌޚspending and improved local consumption, there are significant positive ˱c ټsigns for the Group’s retail rental income. The Group will constantly review ࠍᄧᚊeඑ྆ੀผɺࣂᏎদਆʸୂ˞ొʠै the tenant mix of its retail properties in order to enhance rental income. νɃe
ജɁ พ̟ذΛඖϾΩܪྡྷ֚ܧSince 2010, the Central Government has implemented policies to regulate Ϭɀཌྷȹཌྷαcɻ̕
౨ϤӰc፭ടਝ พඑ྆ٽΕɻڌޚ೪e̯එ྆ܧthe residential property market. The Group believes that, in the medium- ሁઁ พ̟ʋಳᅥᜮeذcʑΔؿϾΩٽto-long run, as the economy of Mainland China continues growing, its ʑᏜؿᄈ residential property market will remain optimistic. 22
PROSPECTS (Cont’d) ࢄશᙩ
ԞɊɀ̰ڌޚThe demand for housing in Hong Kong will continue to be robust. The ࠗಋָ۰ұʋಳࣨʘe̯එ྆ ৪ʥ̡ᖇೕࢄcԎྦྷԯೕࢄܛړGroup believes that the property market is likely to maintain healthy and ˂ؿᅢ̟ʋผ ʶeڌstable growth in the next 12 months and is confident that the sales of our ඖ͌˨ development projects will continue to perform well.
㛻ˠ৩پThe Group will focus on its upcoming launch of its high-end residential ̯එ྆ʌαɾࠇᒨඖ͌ݯЩੀઐਕɾዌ project (Phase I) located at Avenida Wai Long, Taipa, Macau this year. ᎘༏ঢ়ज़ϾΩඖ͌ȹ౨eட࿏Ɏؿιඖ
˚ంй࣊ พሻਕੀผݯ̯එ̰྆ԞᅕαذڌޚTogether with the sale of our Chengdu development projects, we are ͌cඑ྆
Chairman’s Statement confident that the revenue in sale of properties will provide satisfactory Ԟ˿ᜮɾνɃe contributions to the Group in the coming years.
พ̟ذOur Group has been monitoring the property markets of Hong Kong, ̯එ྆ȹΉʘज෮ࠗಋdʑΔʥࣵ̔ɾ ذሬࣂᄈ˱ԯɠΔௐʥᒷ˨ԯҙ༅כMainland China and overseas closely, and will replenish its land bank and cԎੀ expand its investment property portfolio at opportune times. พୂe
APPRECIATION ߎᑢ
ၤΈܛԞؿཡɈʻ˞قI would like to take this opportunity to express my gratitude to the ̯Ɂᔑᔄϊዀผྦྷٖȹ ᑢ෮e͐ٲshareholders for their continued support. I would also like to express my Ͻ໎ԑʥͲࡗɮؿᘆʥေɮА sincere thanks to my fellow directors and all staff members for their dedication and hard work.
Joseph Lau, Luen-hung ˚ Chairman ჳᝄඐ
Hong Kong, 23rd March, 2011 ࠗಋcɀཌྷȹȹαɍ˂ɀɊɍˀ
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES Financial Operation Review 23 ল৻พ৻Αᚋ
RESULTS พᐜ
Revenue νɃ
Revenue for the Year amounted to HK$2,671.0 million (year ended 31st ̯α۹ɾνɃݯ2,671,000,000ಋʏ࿀ϭɀཌྷཌྷȾα December, 2009: HK$2,151.3 million), an 24.2% increase over last year Ɋɀ˂ɍɊȹˀ˅α۹i2,151,300,000ಋʏc༖ νɃݯټᐢैܢ˳and comprised of gross rental income HK$1,126.3 million (year ended ˾αᄈ˱24.2%c˞ʥ 31st December, 2009: HK$1,013.1 million); property sales HK$1,658.7 1,126,300,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ พሻਕذmillion (year ended 31st December, 2009: HK$1,217.7 million), loss in ˅α۹i1,013,100,000ಋʏc sales of held-for-trading investment on a net basis HK$148.5 million (year 1,658,700,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ ᔾਥๅеంˮ૱ܘended 31st December, 2009: HK$115.5 million) and others HK$34.5 ˅α۹i1,217,700,000ಋʏc Аൕሒҙ༅ᑋฌݯ148,500,000ಋʏ࿀ϭܛmillion (year ended 31st December, 2009: HK$36.0 million). The increase ਕɾ was mainly due to recording of revenue of sales proceeds recognised ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹i115,500,000 from York Place, i-home and Phase I of Splendid City in Chengdu of ಋʏʥԯˢݯ34,500,000ಋʏ࿀ϭɀཌྷཌྷȾα HK$1,538.9 million and other properties of HK$119.8 million (year ended Ɋɀ˂ɍɊȹˀ˅α۹i36,000,000ಋʏeᄈ 31st December, 2009: York Place and i-home of HK$1,126.0 million and ˱˚߬ԞϬˮਕYork Placeci-homeʥιജ g ȹ౨ֺ፣ɾνɃݯ1,538,900,000ಋʏےother properties of HK$91.7 million). Ϲ፦ พνɃ119,800,000ಋʏ࿀ϭɀཌྷཌྷȾذʥԯˢ αɊɀ˂ɍɊȹˀ˅α۹iYork Placeʥi-homeν พνɃ91,700,000ذɃ 1,126,000,000ಋʏʥԯˢ ಋʏe
Gross Profit ˉС
˱Gross profit for the Year amounted to HK$1,351.0 million, an 45.1% ̯α۹ؿˉСݯ1,351,000,000ಋʏc༖˾αᄈ พೕࢄʥൕሒึСذincrease as compared with last year, mainly due to an increase in profit of 45.1%cᄈ˱˚߬ԞϬ HK$342.6 million from property development and trading. 342,600,000ಋʏe
ټै Rental
νɃᙺʠ17.9%ټพै༉ʿࠍcཌྷਕʗɾैذFor property leasing, the rental revenue in retail section jumped by 17.9% Ε ̯כνɃټཌྷਕʗɾैڈto HK$761.2 million. Rental revenue from non-retail section maintained ϭ761,200,000ಋʏc ᖇցϭ365,100,000ಋʏe̯α۹፣ܛstable at HK$365.1 million during the Year. The Year recorded an increase α۹͛ၐ ᐢνɃ༖˾αᄈ˱11.2%cͅɀཌྷཌྷȾαټof 11.2% in total rental revenue to HK$1,126.3 million as compared with ɾै 2009 of HK$1,013.1 million. Together with the attributable rental revenue 1,013,100,000ಋʏɐʠϭ1,126,300,000ಋʏeட νɃ146,400,000ಋʏ࿀ϭټgenerated from associates of HK$146.4 million (year ended 31st ᎶЌᐲᏪʔ̇ै December, 2009: HK$82.3 million), the total attributable rental revenue ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹i82,300,000 ᐢνɃټᎶЌै܃ᚬऩٖઁڈto the Group after non-controlling interests reached approximately ಋʏc̯එ྆κ HK$1,269.2 million (year ended 31st December, 2009: HK$1,092.3 ༠ϭ1,269,200,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ million), which achieved an 16.2% increase over last year. ɍɊȹˀ˅α۹i1,092,300,000ಋʏc༖˾α༠
ɀཌྷȹཌྷααం ϭ16.2%ʠఝe
νɃ૱ᔾݯ1,149,500,000ಋټAttributable net rental income for the Year showed HK$1,149.5 million, ̯α۹ؿᎶЌै an 15.8% increase over HK$992.8 million in 2009. ʏc༖ɀཌྷཌྷȾαɾ992,800,000ಋʏᄈ˱
ജɁ 15.8%e
พඑ྆ 24
RESULTS (Cont’d) พᐜᙩ
พೕࢄʥൕሒذ Property Development and Trading
พሻਕʿࠍc̯එ྆ʥԯᐲᏪʔ̇፣ᎶذIn relation to properties sales recognised as profit for the Group and its τᗐ associates, an attributable profit of HK$408.9 million (year ended 31st ЌึС408,900,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ December, 2009: HK$83.6 million) was recorded. The major components ɍɊȹˀ˅α۹i83,600,000ಋʏeͶɃˉСɾ ӯ MOD 595ᑋฌ2,200,000לሻਕܢ˳recorded in gross profit are sales of: MOD 595 in Mongkok resulting in ˚߬ʗ ึ loss of HK$2.2 million (year ended 31st December, 2009: profit of HK$17.0 ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹i
ল৻พ৻Αᚋ million); i-home in Tai Kok Tsui generated profit of HK$67.5 million (year С 17,000,000ಋʏdɣӯՍi-home ึС ended 31st December, 2009: HK$82.5 million); Phase I of Splendid City 67,500,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ
ےFinancial Operation Review in Chengdu generated a profit of HK$211.6 million (year ended 31st ˅α۹i82,500,000ಋʏcιജ gϹ፦ December, 2009: nil) and York Place in Wanchai generated a profit of ȹ౨፣ึС211,600,000ಋʏ࿀ϭɀཌྷཌྷȾα HK$71.9 million (year ended 31st December, 2009: loss of HK$34.9 Ɋɀ˂ɍɊȹˀ˅α۹iಲʥᜪˠYork PlaceึС million). Profit represented sales revenue less cost. York Place was 71,900,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ ሻਕνܞpreviously an investment property and was transferred to stock of properties ˅α۹iᑋฌ34,900,000ಋʏeึСȽ כพcԎذݯҙ༅کin 2008 at its then market value. For the units sold and recognised in the Ƀಕ˾ι̯eYork Placeξ כพΦஒeྦྷذԯࣂ̟ࠤᔝᅆϭܘYear, the cost included a valuation surplus of HK$85.1 million (year ended ɀཌྷཌྷɄα ޔЅࠤܢ˳31st December, 2009: HK$451.6 million). If the valuation surplus is ̯α۹ɰˮਕԎᆢႏɾ௰Ͻcԯι̯ excluded from the cost, a profit of HK$157.0 million (year ended 31st 85,100,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ ޔDecember, 2009: HK$416.7 million) would be resulted. ˅α۹i451,600,000ಋʏe࠱ι̯࿁Ѕࠤ cੀˮึС157,000,000ಋʏ࿀ϭɀཌྷཌྷȾα Ɋɀ˂ɍɊȹˀ˅α۹i416,700,000ಋʏe
ɻʶЌ61.96%ᚬऩʥᜪˠֆᓹࢋЌקCertain units and parking spaces at Gemstar Tower in Hunghom (61.96% ᒟ α۹ˮਕc̯כinterest) and The Zenith in Wanchai (87.5% interest) sold during the Year 87.5%ᚬऩɾߗɳ௰ϽʥӹϽɰ had contributed an attributable profit to the Group of HK$30.5 million Ԏݯ̯එ྆ʗПԞ30,500,000ಋʏ࿀ϭɀཌྷ year ended 31st December, 2009: HK$2.5 million) and HK$12.9 million ཌྷȾαɊɀ˂ɍɊȹˀ˅α۹i2,500,000ಋʏ) (year ended 31st December, 2009: HK$2.3 million) respectively. ʥ12,900,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ α۹i2,300,000ಋʏɾᎶЌึСe˅
พcঔᜪᅥ੫ֈذτɾܛȹංᐲᏪʔֺ̇ͅכIn respect of properties held by an associate, Indihome in Tsuen Wan ϭ (50% interest), Miami Crescent in Sheung Shui (50% interest) and Hing Ќ50%ᚬऩdɐˋᑺဍႚ්Ќ50%ᚬऩʥࠗ Wai Centre in Aberdeen (50% interest) continuously generated profit of ಋˠጙ৩ɻʶЌ50%ᚬऩܛᙩԞʗП HK$1.3 million (year ended 31st December, 2009: HK$1.6 million), 1,300,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ HK$4.4 million (year ended 31st December, 2009: HK$4.0 million) and ˅α۹i1,600,000ಋʏd4,400,000ಋʏ࿀ϭ HK$4.0 million (year ended 31st December, 2009: nil) respectively, the ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹i4,000,000
Annual Report 2010 mentioned profits was reflected in the share of results of associates. For ಋʏʥ4,000,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ the sale of Parc Palais in Homantin (10% interest), a contribution of HK$5.7 ɍɊȹˀ˅α۹iಲɾึСc೩ึСяͶɃ million (year ended 31st December, 2009: HK$7.4 million) was recorded ᚫЌᐲᏪʔ̇พᐜeϤЄʼ̈́зᎀࢋЌ10%ᚬ in investment income. ऩɾሻਕɃሏݯ5,700,000ಋʏ࿀ϭɀཌྷཌྷȾα Ɋɀ˂ɍɊȹˀ˅α۹i7,400,000ಋʏcɰͶ Ƀҙ༅νɃʑe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 25
RESULTS (Cont’d) พᐜᙩ
พೕࢄʥൕሒᙩذ (Property Development and Trading (Cont’d
νՅ Financial Operation Reviewےιജ gϹ፦ܢ˳α۹cԯˢνɃ̯כ During the Year, the forfeited deposits received for Splendid City in Chengdu ˂ݯ500,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀټܘrecorded in other income were HK$0.5 million (year ended 31st December, ɾӀν
ল৻พ৻Αᚋ ټܘHK$9.5 million and HK$0.7 million being the forfeited deposits of ɍɊȹˀ˅α۹iYork Placeʥi-homeɾӀν :2009 York Place and i-home respectively). ʗПݯ9,500,000ಋʏʥ700,000ಋʏe
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀcɰ߯ˮਕԎכ At 31st December, 2010, deposit received from stock of properties พΦஒֺνՅɾذɀཌྷȹȹαᆢႏԯνɃɾכcontracted to be sold and revenue to be recognised in 2011 amounted to ੀ ˂ɀཌྷȹཌྷαɊɀכݯ86,600,000ಋʏeټܘ HK$86.6 million. The presale recorded for Phase I of The Metropolis in ιɾജ gමജȹ౨ɰכChengdu at 31st December, 2010 was 91 units of RMB114.7 million, ɍɊȹˀcϽ equivalent to HK$135.2 million, profit of which is expected to be recognised དਕ91௰Ͻcͳ፣Ɂ̵ྫྷ114,700,000ʏޚ ɀཌྷȹɀαכ135,200,000ಋʏνऩcԯึСੀכin late 2012 and HK$83.3 million deposit was received with an the average 83,300,000ಋʏcϤҰټܘselling price approximately RMB1.3 million per unit. The presale recorded α֛ᆢႏeԎɰνՅ כfor The Hermitage (25% interest) at 31st December, 2010 was 915 units ௰Ͻɾ̡яਕძݯɁ̵ྫྷ1,300,000ʏe ำЌ25%ޒof HK$11,494.5 million, and the attributable interest on sales to the Group ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀc۴㞒g was HK$2,873.6 million. Revenue and profit from sales of The Hermitage ᚬऩɰདਕ915௰Ͻcͳ፣11,494,500,000 are expected to be recognised in first half 2011. ಋʏνऩc̯එ྆ᎶЌሻਕνऩݯ2,873,600,000 ɀཌྷȹȹαכำɾνɃʥึСੀޒಋʏcሻਕ۴㞒g ɐ˸αᆢႏe
In summary, the Group together with associated companies and an investee ᐢܢϤӰc̯එ྆டΛංᐲᏪʔ̇ʥȹංઅՇ དਕܢ˳)พൕሒԾᘪذcompany, executed properties sale agreements, including presale ҙ༅ʔ̇ၤɍ者ɰᖋ߯ ᔾݯ4,791,500,000ಋʏ࿀ϭټagreements, to third parties with an attributable amount contracted sales Ծᘪ)ɾɰ߯ˮਕ of HK$4,791.5 million (year ended 31st December, 2009: HK$1,332.0 ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹i พሻਕʥذα۹cΕ̯כmillion). Property sale and other property sale income in total recognised 1,332,000,000ಋʏe พሻਕɻɰᆢႏɾνɃᐢᔾݯ409,400,000ذin the Year was HK$409.4 million (year ended 31st December, 2009: ԯˢ HK$99.6 million). ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹i 99,600,000ಋʏe
Listed Securities ɐ̟ᖬԴ
Under the low interest environment, the Group has closely managed the ΕГࢠྊɎc̯එ྆ɰτʘဳଉᖬԴҙ༅˞ ɀཌྷȹཌྷα̒˂c̯එ྆ɰႏᑪͅכsecurities investments with a view to yield enhancement. In April 2010, ጷұᄈऩe ᔾݯ350,000,000ټthe Group has subscribed US$350 million Senior Notes due 2015 issued ɣΔଐඑ྆τࠉʔ̇ೕϷ̯ ɀཌྷȹʄαԷ౨ɾαࢠ13ͱኣcכby Evergrande Real Estate Group Limited with interest rate at 13% per ʏԎ eٲɀཌྷȹཌྷα̒˂Ɋ̒ˀೕכannum, an announcement in respect of the subscription had been made τᗐႏᑪʔ̠ɰ on 14th April, 2010.
α۹cɐ̟ᖬԴҙ༅ɰᆢႏɾνऩᐢᔾݯ ɀཌྷȹཌྷααం̯כ During the Year, the total gain recognised on listed securities investments was HK$674.8 million (year ended 31st December, 2009: HK$508.6 674,800,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ ਕҙۿᓊᗘݯܢ˳million), comprised of gain on listed equity securities included in available- ˅α۹i508,600,000ಋʏc for-sale investments of HK$138.1 million (year ended 31st December, ༅ؿɐ̟ٖ̯ᖬԴɾνऩ138,100,000ಋʏ࿀ϭ
HK$3.7 million), listed held-for-trading investments and treasury ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹iٖࢠνɃ ജɁ :2009 ۂАൕሒҙ༅ʥল༅ଐܛproducts of HK$536.7 million (year ended 31st December, 2009: 3,700,000ಋʏdɐ̟
HK$500.9 million excluding gain on disposal of two credit-linked notes to νऩݯ536,700,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ พඑ྆ ˮܢ˳a company wholly-owned by a director of the Company). ɍɊȹˀ˅α۹i500,900,000ಋʏcɺ ൘㢕ኣʀ̯ͅʔ̇ȹϽ໎ԑͲ༅ኟڌਕԭͫ τɾʔ̇e 26
RESULTS (Cont’d) พᐜᙩ
ਕҙ༅ۿListed Securities: Available-for-sale ɐ̟ᖬԴi
ਕҙ༅ɾɰᛰଊνऩۿThe Group recorded realised gain on disposals of available-for-sale ̯එ̯྆α۹፣ˮਕ investments of HK$106.7 million (year ended 31st December, 2009: nil) 106,700,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ and dividend income of HK$31.4 million (year ended 31st December, ˅α۹iಲʥٖࢠνɃ31,400,000ಋʏ࿀ϭ dividend income HK$3.7 million) for the Year and was recognised ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹i3,700,000ಋʏ :2009 ҙ༅νɃɻᆢႏeכas an investment income. ɰ
ۂАൕሒҙ༅ʥল༅ଐܛল৻พ৻Αᚋ Listed Securities: Held-for-trading and Treasury Products ɐ̟ᖬԴi cݯ̯α۹ʗПۂАൕሒҙ༅ʥল༅ଐܛThe listed held-for-trading investments and treasury products generated a ɐ̟
Financial Operation Review С478,100,000ಋʏʥึ܃þکprofit before or after finance income of HK$478.1 million and HK$536.7 Ԟκল৻νɃ million respectively for the Year (year ended 31st December, 2009: profit 536,700,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ Сiึ܃þکbefore/after finance costs of HK$514.6 million/HK$500.9 million). ˅α۹iκল৻͂ 514,600,000ಋʏþ500,900,000ಋʏe
ܛɾɐ̟ܮʑʦٲ၃Ͳࠍνऩంכα۹c̯כ Profit from the listed held-for-trading investments reflected in the consolidated statement of comprehensive income for the Year comprised Аൕሒҙ༅ɾึСɻc˳ܢˉᑋฌͳ of a gross loss of totaling HK$148.5 million (year ended 31st December, 148,500,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ HK$115.5 million), an unrealised gain on fair value changes ˅α۹i115,500,000ಋʏdʔ̡ࠤᛰ৽ɾ̰ᛰ :2009 amounted to HK$190.2 million (year ended 31st December, 2009: loss ଊνऩ190,200,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ HK$1.8 million), a realised loss on bonds of HK$27.2 million (year ended ɍɊȹˀ˅α۹iᑋฌ1,800,000ಋʏdɰᛰଊ 31st December, 2009: gain HK$197.3 million), and realised gain on release ඦԴᑋฌ27,200,000ಋʏ࿀ϭɀཌྷཌྷȾα of the fair value liability on the maturity of derivative financial instruments Ɋɀ˂ɍɊȹˀ˅α۹iνऩ197,300,000ಋ ጪɮԮɰԷ౨ɾɰᛰଊʔ̡ټof HK$3.2 million (year ended 31st December, 2009: HK$24.4 million) ʏdΐߪ́ and no transaction of credit-linked notes for year 2010 (year ended 31st ࠤ߲ඦνऩ3,200,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ ɀཌྷȹཌྷαכDecember, 2009: realised gain HK$48.1 million), other investment income ɍɊȹˀ˅α۹i24,400,000ಋʏʥ ˂࿀ϭɀཌྷཌྷȾαɊɀמ൘㢕ኣ͚ڌHK$3.6 million (year ended 31st December, 2009: nil) and dividend and ۹Ӏτ interest income of HK$456.8 million (year ended 31st December, 2009: ɍɊȹˀ˅α۹iɰᛰଊνऩ48,100,000ಋʏd HK$362.1 million). Net gain on the relevant finance income for the Year ԯˢҙ༅νɃ3,600,000ಋʏ࿀ϭɀཌྷཌྷȾα of HK$58.6 million (year ended 31st December, 2009: finance cost of Ɋɀ˂ɍɊȹˀ˅α۹iಲʥٖࢠၤСࢠνɃ HK$13.7 million) including interest expense and exchange gain of HK$5.5 456,800,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ ᗐলޚα۹ɾ̯כmillion (year ended 31st December, 2009: HK$2.8 million) and HK$64.1 ˅α۹i362,100,000ಋʏe million (year ended 31st December, 2009: exchange loss of HK$10.9 ৻νɃ૱νऩݯ58,600,000ಋʏ࿀ϭɀཌྷཌྷȾα million) respectively. Ɋɀ˂ɍɊȹˀ˅α۹iল৻͂13,700,000 СࢠʻʥමЙνऩʗПݯ5,500,000ܢ˳ಋʏ ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹i 2,800,000ಋʏʥ64,100,000ಋʏ࿀ϭɀཌྷཌྷȾα Ɋɀ˂ɍɊȹˀ˅α۹iමЙᑋฌ10,900,000
Annual Report 2010 ಋʏe
ਕҙ༅ԞɾԯˢͲࠍνऩۿListed Securities: Other Comprehensive Income from Available- ɐ̟ᖬԴiͅ for-sale Investments
˱ਕҙ༅ؿɐ̟ٖ̯ᖬԴɾʔ̡ࠤᛰ৽͛ᄈۿ The listed equity securities included in available-for-sale investments also bring an addition of fair value of HK$67.0 million (year ended 31st 67,000,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ ԯˢͲࠍνऩɻכDecember, 2009: HK$41.4 million) was recognised in other ˅α۹i41,400,000ಋʏɰ eמcomprehensive income as an equity transaction of securities investments ᆢႏʥͶݯᖬԴҙ༅ௐɾٖ̯ᚬऩ͚ reserve.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 27
RESULTS (Cont’d) พᐜᙩ
Other Income and Expenses ԯˢνɃʥʻˮ
Other income mainly comes from net building management fee, ԯˢνɃ˚߬ԞϬᅢΧဳଉ૱ᔾdΪખ͂ʥ Financial Operation Review ৻νɃc༖˾αᄈ˱128.9%ϭרቔړarrangement fee and management and maintenance service income ဳଉʥ increased to HK$124.9 million, representing an increase of 128.9% as 124,900,000ಋʏe ল৻พ৻Αᚋ compared with last year.
ʻ༖˾αᄈ˱12.2%ϭܧα۹cϷ̯כ During the Year, administrative expenses increased by 12.2% to HK$229.8 million (year ended 31st December, 2009: HK$204.9 million) and finance 229,800,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ costs decreased by 35.1% to HK$68.5 million (year ended 31st December, ˅α۹i204,900,000ಋʏʥল৻͂ಕʭ 2009: HK$105.5 million). Included exchange gain of HK$64.1 million on 35.1%ϭ68,500,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ ̔˞ܢ˳foreign currency loan hedged for foreign currency securities investment. ɍɊȹˀ˅α۹i105,500,000ಋʏe ྫྷ൘ಁ͂˞ྦྷҿ̔ྫྷ߮ࠤɾᖬԴҙ༅ɾමЙνऩ 64,100,000ಋʏe
Other gains and losses recorded a net gain of HK$19.9 million including ԯˢνऩʥᑋฌ፣૱ᔾνऩ19,900,000ಋʏc ᙔʔ̇ɾᘪძνᑪνऩ13,000,000ڃȹංܢ˳ gain on bargain purchase of a subsidiary of HK$13.0 million, fair value ᙔʔ̇ɾʔ̡ࠤᑋฌڃloss on step acquisition of a subsidiary of HK$7.3 million and gain on ಋʏdүνᑪȹං ᙔʔ̇ʀᗐடɁɡɾڃdisposals of subsidiaries to connected person of HK$13.5 million (year 7,300,000ಋʏʥˮਕΛං ended 31st December, 2009: HK$84.4 million including HK$35.1 million νऩ13,500,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ ༦ܢ˳in respect of deemed disposal of a listed subsidiary through a placing ɍɊȹˀ˅α۹i84,400,000ಋʏc ᙔʔ̇ɾνऩڃexercise and HK$53.1 million gain on disposals of subsidiaries to a ਕʿβϤ഼Аˮਕȹංɐ̟ ᙔʔ̇ʀᗐடɁɡڃconnected person). 35,100,000 ಋʏʥˮਕΛං ɾνऩ53,100,000ಋʏe
Associates ᐲᏪʔ̇
The share of results of associates for the Year was a profit of HK$56.6 ̯α۹ᚫЌᐲᏪʔ̇พᐜึС56,600,000ಋʏc αึСݯ144,800,000ಋʏ(ࠇͶ)c˚߬˾ˈޚmillion as compared to profit of HK$144.8 million (restated) for last year, Ϥ พʔ̡ࠤಕʭeذҙ༅כͅ which was mainly due to the decrease in fair value on investment properties.
ᙔʔ̇ʥ༅ଐʀᗐடɁɡڃDisposals of Subsidiaries and Assets to Related Parties ˮਕ
ɀཌྷȹཌྷαʄ˂Ɋȼˀc̯එ྆ၤa̯ʔ̇כ On 17th May, 2010, the Group entered into (a) various sale and purchase agreements with companies wholly-owned by a director of the Company, ȹϽ໎ԑͲ༅ኟτɾΛංʔ͓̇߯ߗɳൕሒԾ ᙔʔ̇ˮਕԑڃพΦஒʥΛංذto dispose certain stock of properties and subsidiaries (the “Disposal”) ᘪcˮਕ พొԜݯ౨ɍαذand to provide after-sale free leasing agency and management service in ඖdʥగˮਕԑඖɻɾߗɳ ৻ʥb̯ͅʔ̇ר༉ˤଉʥဳଉै܃respect of the certain properties under the Disposal for a period of 3 ɾЛਕ พဳଉԾذyears; and (b) property management agreements with companies wholly- ȹϽ໎ԑͲ༅ኟτɾΛංʔ͓̇߯
ɀཌྷȹཌྷααం ˞พذcݯˮਕԑඖɻɾߗɳ܃owned by the same director of the Company, subject to completion of ᘪcగˮਕѧι ৻eרพဳଉذthe Disposal, to provide property management services at an agreed fee ԾցνѼβొԜ to certain properties under the Disposal.
ജɁ
พඑ྆ 28
RESULTS (Cont’d) พᐜᙩ
ᙔʔ̇ʥ༅ଐʀᗐடɁɡᙩڃDisposals of Subsidiaries and Assets to Related Parties (Cont’d) ˮਕ
ႻᝅᜪֱਆכaϽܢ˳พ˚߬ذThe properties under the Disposal mainly include (a) investment property ˮਕԑඖɾ ႻᝅᜪֱכพdbϽذcomprises of various shops at Excelsior Plaza, Causeway Bay; (b) ɾΛංਆ⭕ɾҙ༅ พdذinvestment property comprises of a retail mall at Laforet, Excelsior Plaza, ਆÐӯLaforetɾཌྷਕਆɾҙ༅ พΦஒʥذᜪˠYork Placeɾԭංਆ⭕ɾכCauseway Bay; (c) stock of properties comprise of 2 shops at York Place, cϽ พeذᜪˠ࠳ནɻʶɾཌྷਕਆɾҙ༅כWanchai; and (d) investment property comprises of a retail mall at Southorn dϽ
ল৻พ৻Αᚋ Centre, Wanchai.
พذɾܛɀཌྷȹཌྷαʄ˂Ɋȼˀcˮਕԑඖֺכ Financial Operation Review The stock of properties and investment properties under the Disposal พcʗП˞ዃ̌ι̯ʥʔ̡ࠤ߮ذwere stated at historical cost and fair value respectively, and were valued Φஒʥҙ༅ ᙔʔ̇ɾႺϷ൘ಁʥԯˢ૱߲ඦڃᗐޚat HK$120 million and HK$3,278 million respectively as at 17th May, ့eκ Ⴎ֝ೢඖ߲ඦɾЅࠤʗПݯܢ˳ɺ܃ After deducting a bank loan and other net liabilities (other than .2010 deferred tax liabilities) held by the subsidiaries under the Disposal, the 120,000,000ಋʏʥ3,278,000,000ಋʏcˮਕԑ provisional consideration of the Disposal was approximately HK$2,587.4 ඖɾᅗցˤძݯ2,587,400,000ಋʏe million.
ɀཌྷȹཌྷαȼ˂ʥɄ˂ѧιcˮכThe Group received the provisional consideration in cash upon completion ˮਕԑඖʗП eԎټඑ྆ɰνՅᅗցˤძɾଊ̯܃of the Disposal which took place in July and August 2010 respectively. ਕԑඖѧι ɀཌྷȹཌྷαɊ˂ʥɊȹ˂АˮୄˤძɾሁכAdjustment of the provisional consideration to final consideration was made ɰ ѧמin October and November 2010, with an aggregate final consideration of ኬcୄˤძᐢᔾݯ2,598,100,000ಋʏe͚ พൕሒνऩʗذᙔʔ̇νऩʥڃcˮਕΛං܃HK$2,598.1 million. Upon completion, gain on disposals of subsidiaries ι and trading properties of HK$13.5 million and HK$34.0 million was Пݯ13,500,000ಋʏʥ34,000,000ಋʏcɰ߮Ƀ พೕࢄʥൕሒɻeذԯˢνऩʥᑋฌʥכ recorded in other gains and losses and property development and trading respectively.
พɾʔ̡ࠤᑋฌذFair Value Loss on Investment Properties ҙ༅
ਝിЅτࠉʔ̇ɰ݇ړInvestment properties of the Group were revalued as at 31st December, ዟ͓༅ࣟਿพЅࠤ ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀྦྷ̯එ྆ɾҙ༅כby Messrs. B.I. Appraisals Limited an independent property valuers, గ 2010 พЅࠤc༖ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀذพ൬Ϸذ a decrease in fair value of HK$10,831.3 million was recorded as compared พЅࠤc፣ʔ̡ذwith the fair value as at 31st December, 2009 which was valued by Messrs. ͅౝਝിЅτࠉʔ̇ɾ Norton Appraisals Limited (year ended 31st December, 2009: increase of ࠤಕʭ10,831,300,000 ಋʏ࿀ϭɀཌྷཌྷȾαɊ HK$8,564.3 million) as a result of changes in fair value of the properties ɀ˂ɍɊȹˀ˅α۹iᄈ˱8,564,300,000ಋ พʔ̡ࠤᛰ৽ֺߎeذmainly in Hong Kong and Mainland China. The decrease in fair value was ʏcȽΐࠗಋʥɻਝɣ
Annual Report 2010 unrealised valuation loss and the Group’s cashflow will not be affected. ʔ̡ࠤಕʭȽ̰ᛰଊЅࠤᑋฌcܨɺผᄧᚊ̯ ݚ൴eټඑ྆ɾଊ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 29
LOSS, CORE PROFIT, DIVIDENDS, REPURCHASE ᑋฌd࣏ʶึСdٖࢠdΑᑪ ʻˮˈଅټAND CASH PAYMENT RATIO ʥଊ
Loss ᑋฌ
Financial Operation Review
Loss attributable to owners of the Company for the Year was HK$8,858.2 ̯α۹̯ʔ̇ኟτɁؿᎶЌᑋฌݯ8,858,200,000
ল৻พ৻Αᚋ αึСݯ10,023,400,000ಋʏ˾ˈޚmillion as compared to profit of HK$10,023.4 million (restated) for last ಋʏcϤ พؿʔ̡ذyear. The loss for the Year was mainly due to the fair value loss on ࠇͶe̯α۹ؿᑋฌ˚߬ԞϬҙ༅ investment properties. Loss per share was HK$4.60 (year ended 31st ࠤᛰ৽ᑋฌeҰٖᑋฌݯ4.60ಋʏ࿀ϭɀཌྷཌྷȾα Сݯ5.02ಋʏޔDecember, 2009: Earnings per share of HK$5.02 (restated)). Ɋɀ˂ɍɊȹˀ˅α۹iҰٖ ࠇͶe
Core Profit ࣏ʶึС
ඖ͌ᑋฌ૱ᔾ10,748,900,000ټଊڈIf the net loss on the major non-cash items of HK$10,748.9 million (year Σ࿁˚߬ ended 31st December, 2009: gain of HK$8,606.1 million (restated)) are ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹i α̯כexcluded, the Group will have a core profit attributable to owners of the νऩ8,606,100,000ಋʏࠇͶc̯එ྆ Company for the Year of HK$1,890.7 million (year ended 31st December, ۹፣̯ʔ̇ኟτɁؿᎶЌ࣏ʶึСੀݯ 2009: HK$1,417.3 million) and a core earnings per share of HK98.2 cents 1,890,700,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ Сޔyear ended 31st December, 2009: HK71.0 cents), an increase of 33.4% ˅α۹i1,417,300,000ಋʏcϤҰٖ࣏ʶ) ˅and 38.3% over 2009 respectively. ੀݯ98.2ಋ˦࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ α۹i71.0ಋ˦cʗП༖ɀཌྷཌྷȾαᄈ˱33.4% ʥ38.3%e
Dividends ٖࢠ
ݢ˟࿀ϭɀཌྷཌྷȾαټɀཌྷȹཌྷαʒ˂˞ଊכ ,In June 2010, final dividend of HK1.0 cent (year ended 31st December ˦final dividend of HK1.0 cent and special dividend of HK99.0 cents) Ɋɀ˂ɍɊȹˀ˅α۹ɾ̱౨ٖࢠҰٖ1.0ಋ :2008 per share in total amount of HK$19.5 million for the year ended 31st ࿀ϭɀཌྷཌྷɄαɊɀ˂ɍɊȹˀ˅α۹i̱౨ December, 2009 were paid in cash. ٖࢠҰٖ1.0ಋ˦ʥऋПٖࢠҰٖ99.0ಋ˦c ͳݯ19,500,000ಋʏe
No interim dividend for the half year ended 30th June, 2010 (half year ࿀ϭɀཌྷȹཌྷαʒ˂ɍɊˀ˅˸αԎಲɻ౨ٖࢠ ˦ended 30th June, 2009: HK2.0 cents per share was paid in cash). ࿀ϭɀཌྷཌྷȾαʒ˂ɍɊˀ˅˸αiҰٖ2.0ಋ ݢ˟eټଊ˞
ɾऋПٖࢠҰٖמɀཌྷȹཌྷαȾ˂ݢ˟ᗐட͚כ In September 2010, a special dividend for connected transaction of HK40.0 cents (2009: HK63.0 cents) per share with a total amount of HK$763.0 40.0ಋ˦ɀཌྷཌྷȾαiҰٖ63.0ಋ˦cͳ ݢ˟eټmillion was paid in cash. 763,000,000ಋʏ˞ଊ
ɀཌྷȹཌྷααం ݢ˟ɾٖࢠᐢᔾݯ782,500,000ټTotal dividends of HK$782.5 million were paid in cash during the Year. ̯α۹c˞ଊ ಋʏe
ജɁ
พඑ྆ 30
LOSS, CORE PROFIT, DIVIDENDS, REPURCHASE ᑋฌd࣏ʶึСdٖࢠdΑᑪ ʻˮˈଅᙩټAND CASH PAYMENT RATIO (Cont’d) ʥଊ
Repurchase Αᑪ
ᔾݯټα۹c̯ʔ̇͂АΑᑪ̯ʔٖ̇ͫɾ̯כ During the Year, the Company had utilised HK$535.7 million (including ι̯࿀ϭɀཌྷཌྷȾαמ͚ܢ˳transaction cost) (year ended 31st December, 2009: HK$1,453.7 million) 535,700,000ಋʏ in repurchase of the Company’s shares, such amount is equivalent to Ɋɀ˂ɍɊȹˀ˅α۹i1,453,700,000ಋʏc ˂Ұٖ27.8ಋ˦࿀ϭɀཌྷཌྷȾαɊɀכ೩ޚHK27.8 cents (year ended 31st December, 2009: HK72.9 cents) per share, ಁඖ
ল৻พ৻Αᚋ calculated based on weighted average number of ordinary shares during ɍɊȹˀ˅α۹iҰٖ72.9ಋ˦cȽ˞̯α۹ౝ the Year. ٖͫɾ˱ᚬ̡яٖᅕАਥๅ့߮e
Financial Operation Review
ʻˮˈଅټCash Payment Ratio ଊ
Based on (a) the core profit for the Year of HK$1,890.7 million (year ࣓ኣa̯α۹ɾ࣏ʶึС1,890,700,000ಋʏ ended 31st December, 2009: HK$1,417.3 million) or HK98.2 cents (year ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹i ended 31st December, 2009: HK71.0 cents) per share; (b) the amount 1,417,300,000ಋʏֶҰٖ98.2ಋ˦࿀ϭɀཌྷཌྷȾα utilised for share repurchase during the Year of HK$535.7 million (including Ɋɀ˂ɍɊȹˀ˅α۹iҰٖ71.0ಋ˦db̯ ˳ᔾݯ535,700,000ಋʏټtransaction cost) (year ended 31st December, 2009: HK$1,453.7 million) α۹͂АΑᑪٖͫɾ ˅ι̯࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀמ͚ܢ or HK27.8 cents (year ended 31st December, 2009: HK72.9 cents) per share and (c) final dividend of HK1.0 cent (year ended 31st December, α۹i1,453,700,000ಋʏֶҰٖ27.8ಋ˦࿀ϭ HK1.0 cent) per share proposed, no interim dividend (half year ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹iҰٖ72.9 :2009 ˦ᘪɾ̱౨ٖࢠҰٖ 1.0ಋۺended 30th June, 2009: HK2.0 cents per share) and special dividend of ಋ˦ʥc̯α۹ HK40.0 cents (year ended 31st December, 2009: HK63.0 cents) per ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹iҰٖ share were paid for the Year, the ratio of such cash payment to the core 1.0ಋ˦cԎӀτۧݢɻ౨ٖࢠ࿀ϭɀཌྷཌྷȾα profit is 70.1% (year ended 31st December, 2009: 195.6%). ʒ˂ɍɊˀ˅˸αiҰٖ2.0ಋ˦ʥɰݢ˟ɾऋП ࢠҰٖ40.0ಋ˦࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀٖ ʻˮၤ࣏ʶึСټα۹iҰٖ63.0ಋ˦cଊ˅ ɾˈଅݯ70.1%࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ α۹i195.6%e˅
NET ASSET VALUE ༅ଐ૱ࠤ
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀc̯ʔ̇ኟτɁؿכ As at 31st December, 2010, the Group’s total net asset to owners of the Company amounted to approximately HK$33,507.9 million (31st ᎶЌ̯එ྆ؿᐢ༅ଐ૱ࠤݯ33,507,900,000ಋʏ December, 2009: HK$43,511.7 million (restated)), a decrease of ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀi43,511,700,000ಋʏ HK$10,003.8 million or 23.0% when compared with 31st December, ࠇͶc༖ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀಕʭ
Annual Report 2010 2009. With the total number of ordinary shares in issue of 1,907,619,079 10,003,800,000ಋʏֶ23.0%e࣓ኣɀཌྷȹཌྷα as at 31st December, 2010 (31st December, 2009: 1,950,000,079 Ɋɀ˂ɍɊȹˀؿɰೕϷౝٖᐢᅕ shares), the net asset value per share to owners of the Company was 1,907,619,079ٖɀཌྷཌྷȾαɊɀ˂ɍɊȹˀi HK$17.57, a decrease of 21.3% over 31st December, 2009 (HK$22.31 1,950,000,079့ٖ߮c̯ʔ̇ኟτɁؿҰٖ༅ଐ per share (restated)). The movement in net asset value was mainly due ૱ࠤݯ17.57ಋʏc༖ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ to (a) loss attributable to owners of the Company for the Year of Ұٖ22.31ಋʏࠇͶಕʭ21.3%e༅ଐ૱ࠤᛰ HK$8,858.2 million; (b) reduction in equity for share repurchase of ৽˚߬ၤa̯α۹̯ʔ̇ኟτɁؿᎶЌᑋฌ HK$535.7 million, and (c) payment of final dividend and special dividend 8,858,200,000ಋʏh (b ) ΐΑᑪٖͫϤಕʭٖͫ of HK$19.5 million and HK$763.0 million respectively. ᚬऩ535,700,000ಋʏcʥcݢ˟̱౨ٖࢠʥऋ ПٖࢠʗПݯ19,500,000ಋʏʥ763,000,000ಋʏ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES τᗐe 31
NET ASSET VALUE (Cont’d) ༅ଐ૱ࠤᙩ
ਕۿα۹ɰᆢႏɾɐ̟ٖ̯ᖬԴҙ༅ᓊᙔݯ̯כ Addition in fair value on the listed equity securities investments categorised as available-for-sale investments of approximately HK$67.0 million (year ҙ༅ɾʔ̡ࠤؿᄈ˱ݯ67,000,000ಋʏ࿀ϭ
Financial Operation Review ˱ended 31st December, 2009: addition of HK$41.4 million) was recognised ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹iᄈ for the Year and accumulative gain of approximately HK$108.4 million 41,400,000ಋʏcʥ108,400,000ಋʏ࿀ϭ
ল৻พ৻Αᚋ year ended 31st December, 2009: nil) was transferred to the consolidated ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹iಲɾୃ߮) כeٲstatement of comprehensive income upon disposal. The carrying amount νऩɰΐˮਕϤᔝᅆϭ၃Ͳࠍνऩం of the Listed Equity Securities Investments Reserve as at 31st December, ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀcɐ̟ٖ̯ᖬԴҙ༅ is nil (31st December, 2009: HK$41.4 million). ௐሏࠍࠤݯཌྷಋʏɀཌྷཌྷȾαɊɀ˂ɍɊȹˀi 2010 41,400,000ಋʏe
Other than the existing projects and those disclosed in the annual results, ೩ଊτඖ͌˞ʥαంʑֺׄᚉ者̔c̯එ྆ the Group did not have material acquisition or disposal of assts and any ԎಲͨЄτᗐࠇɣνᑪֶˮਕ༅ଐֶࠇɣҙ༅ֶ future plans for material investment or capital assets. ༅̯༅ଐɾ̰Ԟི߮e
SECURITIES INVESTMENTS ᖬԴҙ༅
ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀcɐ̟ᖬԴҙ༅ʥכ As at 31st December, 2009, the carrying amount of the listed securities α̯כሏࠍࠤݯ2,681,200,000ಋʏeۂand treasury products was HK$2,681.2 million. During the Year, the ল༅ଐ portfolio was increased by a net purchase of HK$4,665.9 million and was ۹c೩ୂɰగᑪൕ૱ᔾᄈ˱4,665,900,000 ጪɮԮɾʔ̡ࠤ߲ඦټincreased by the release of the fair value liability on the expired derivative ಋʏʥΐɰԷ౨ߪ́ financial instruments of HK$3.2 million. After adding the fair value gain of 3,200,000ಋʏϤᄈ˱e̯α۹ʔ̡ࠤᛰ৽νऩᄈ ɀཌྷȹཌྷαכc̯එ྆܃HK$257.2 million for the Year, the listed securities investments portfolios ˱257,200,000ಋʏ of the Group reached HK$7,607.5 million as at 31st December, 2010 Ɋɀ˂ɍɊȹˀؿɐ̟ᖬԴҙ༅ୂ༠ϭ representing 13.8% of total assets, which formed part of the Group’s 7,607,500,000ಋʏcЌᐢ༅ଐ13.8%c೩ୂ ဳଉݠ৽ɾȹʗeټcash management activities. ݯ̯එ྆༅
The portfolio of HK$7,607.5 million (31st December, 2009: HK$2,681.2 ୂ7,607,500,000ಋʏɀཌྷཌྷȾαɊɀ˂ aٖ̯ᖬܢ˳million) comprised of (a) equity securities (investments held-for-trading) ɍɊȹˀi2,681,200,000ಋʏɻ of HK$2,422.1 million (31st December, 2009: HK$643.9 million); (b) ԴܛАൕሒɾҙ༅2,422,100,000ಋʏɀཌྷཌྷȾα bonds (financial assets designated as at fair value through profit or loss) Ɋɀ˂ɍɊȹˀi643,900,000ಋʏdbඦԴ ጪ༅ଐټʔ̡ࠤɾܮցݯ༦ฌऩ˞ʦܞ of HK$5,185.4 million (31st December, 2009: HK$728.2 million); (c) no equity securities (available-for-sale investments) (31st December, 2009: 5,185,400,000ಋʏɀཌྷཌྷȾαɊɀ˂ɍɊȹˀi ਕҙ༅ۿHK$1,312.3 million); and (d) no derivative financial instrument (31st 728,200,000ಋʏdcಲٖ̯ᖬԴ December, 2009: liabilities HK$3.2 million). ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀi1,312,300,000 ˂ጪɮԮɀཌྷཌྷȾαɊɀټಋʏʥdಲߪ́ ɍɊȹˀi߲ඦ3,200,000ಋʏe
τɾኣܛᙔʔ̇ڃNotes held by Listed Subsidiaries ɐ̟
ɀཌྷȹཌྷααం
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀcࣺࢠኣʥցࢠכ As at 31st December, 2010, the carrying amount of the floating rate and ˂fixed rate notes amounted to HK$262.7 million (31st December, 2009: ኣሏࠍࠤݯ262,700,000ಋʏɀཌྷཌྷȾαɊɀ HK$254.9 million) representing 0.5% of the total assets of the Group at ɍɊȹˀi254,900,000ಋʏcЌ̯එ྆αᐢ
α۹ሏࠍࠤᄈ˱˚߬ԞϬʔ̡ࠤ ജɁ̯כthe year end. The increase mainly represented fair value gain during the ༅ଐ0.5%e Year. ᛰ৽ؿνऩe
พඑ྆ 32
RISK MANAGEMENT ࠓ፮ဳଉ
The Group has established adequate risk management procedures that ̯එ྆உτȹࡨѧഁؿࠓ፮ဳଉೡѵc˞ᖫПd ˞enable it to identify, measure, monitor and control various types of risk it ጫ൴dဟྦʥઁԹԯࠍྦྷؿΈိࠓ፮cࣂႤ faces. This is supplemented by active management involvement, effective ዶรဳଉdτࢽؿʑဟઁʥӷਪؿʑᄗ࣏c ̯එ྆ؿԙСऩeړ˞ internal controls and adequate internal audit in the best interests of the Group.
̯ٖ EQUITY
ল৻พ৻Αᚋ
˂ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀʥɀཌྷཌྷȾαɊɀכ The number of issued ordinary shares as at 31st December, 2010 and
Financial Operation Review 31st December, 2009 were 1,907,619,079 and 1,950,000,079 ɍɊȹˀؿɰೕϷౝٖᅕ͌ʗПݯ respectively. 1,907,619,079ٖʥ1,950,000,079ٖe
DEBT AND GEARING ඦ৻ʥ༅̯ၤ߲ඦˈଅ
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀc̯එ྆ؿႺϷʥכ As at 31st December, 2010, the Group’s bank and other borrowings amounted to HK$18,710.5 million (31st December, 2009: HK$13,215.0 ԯˢࠥ൘ݯ18,710,500,000ಋʏɀཌྷཌྷȾα ټmillion). Cash and deposit at bank amounted to HK$10,689.3 million Ɋɀ˂ɍɊȹˀt13,215,000,000ಋʏeଊ 31st December, 2009: HK$5,200.7 million), pledged deposit amounted ʥႺϷΦݯ10,689,300,000ಋʏɀཌྷཌྷȾα) Φאto HK$187.1 million (31st December, 2009: HK$1,116.7 million) and net Ɋɀ˂ɍɊȹˀt5,200,700,000ಋʏc borrowings amounted to HK$7,834.1 million (31st December, 2009: ಁݯ187,100,000ಋʏɀཌྷཌྷȾαɊɀ˂ɍɊȹˀi HK$6,897.6 million). 1,116,700,000 ಋʏcϤࠥ൘૱ᔾݯ 7,834,100,000ಋʏɀཌྷཌྷȾαɊɀ˂ɍɊȹˀi 6,897,600,000ಋʏe
˂Total debt to equity ratio was 54.7% (31st December, 2009: 29.8% ᐢඦ৻ၤٖ̯ᚬऩˈଅݯ54.7%ɀཌྷཌྷȾαɊɀ restated)) and net debt to equity ratio was 22.9% (31st December, 2009: ɍɊȹˀt29.8%ࠇͶcϤ૱ඦ৻ၤٖ̯ᚬऩ) restated)), which are expressed as a percentage of total borrowings, ˈଅݯ22.9%ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀi) 15.6% and net borrowings respectively, over the total equity of HK$34,210.9 15.6%ࠇͶcȽੀࠥ൘ᐢᔾʥࠥ൘૱ᔾʗП million (31st December, 2009: HK$44,312.3 million (restated)). ˞ٖ̯ᚬऩᐢᔾ34,210,900,000ಋʏɀཌྷཌྷȾα Ɋɀ˂ɍɊȹˀt44,312,300,000ಋʏࠇͶ ˮؿϛʗˈe
ˈThe increase of total debt to equity ratio and net debt to equity ratio were ᐢඦ৻ၤٖ̯ᚬऩˈଅʥ૱ඦ৻ၤٖ̯ᚬऩؿ พذࠥ൘ᄈ˱டҙ༅כmainly due to the increase of borrowings together with a decrease in ଅɾֺ˞ɐʠc˚߬ͅ equity as a result of fair value loss on investment properties. ؿʔ̡ࠤᑋฌኒߎٖ̯ᚬऩɎࠌe
Annual Report 2010 ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀc̯එ྆ɾႺϷʥכ As at 31st December, 2010, the Group’s bank and other borrowings were denominated in Hong Kong dollars (93.0%), United States dollars (2.3%), ԯˢࠥ൘˞ಋʏ93.0%dʏ2.3%dɁ̵ྫྷ ̯כRenminbi (3.4%), Euro (1.2%) and Australian dollars (0.1%). Of the 3.4%dᅩʏ1.2%ʥዌʏ0.1%߮ࠤe Group’s bank and other borrowings of HK$18,710.5 million, 19.9%, 34.5% එ྆ɾႺϷʥԯˢࠥ൘ᐢᔾ18,710,500,000ಋʏ ȹαʑdכand 45.6% were repayable within 1 year, 1 to 2 years and 2 to 5 years ɻc19.9%d34.5%ʥ45.6%ʗП respectively. United States dollar, Euro and Australian dollar investment ȹαϭԭαʥԭϭʄα܃ᑹeʏdᅩʏʥ securities were hedged by United States dollar, Euro and Australian dollar ዌʏ߮ࠤɾᖬԴҙ༅˞ʏdᅩʏʥዌʏࠥ൘ྦྷ borrowings respectively. The Group’s bank and other borrowings carrying ҿe̯එ྆ɾႺϷʥԯˢࠥ൘˚߬๑ࠗಋႺϷ αԎಲכࢠ့߮СࢠeזࢠʥႺϷพזinterest rates were calculated mainly with reference to HIBOR and inter- พ bank rate. No hedging for interest rate as subsisted at the end of the year. గСଅАˮྦྷҿe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 33
אPLEDGE OF ASSETS ༅ଐ
˞אɀཌྷȹཌྷαɊɀ˂ɍɊȹˀc̯එ྆ɰכ :As at 31st December, 2010, the Group had pledged the following assets Ɏ༅ଐi
Financial Operation Review a) The Group’s investment properties, properties and other fixed assets, (a) ̯එ྆ሏࠍࠤʗПݯ23,787,400,000ಋʏ)
ল৻พ৻Αᚋ stock of properties and time deposits with their respective carrying ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀt amount of approximately HK$23,787.4 million (31st December, 37,844,300,000ಋʏd488,400,000ಋʏ 2009: HK$37,844.3 million), HK$488.4 million (31st December, ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀt377,200,000 2009: HK$377.2 million (restated)), HK$2,219.8 million (31st ಋʏࠇͶd2,219,800,000ಋʏɀཌྷཌྷȾα December, 2009: HK$1,242.8 million) and HK$163.1 million (31st Ɋɀ˂ɍɊȹˀt1,242,800,000ಋʏʥ December, 2009: HK$1,116.7 million) were pledged to the Group’s 163,100,000ಋʏɀཌྷཌྷȾαɊɀ˂ɍɊȹˀi พʥԯذพdذbankers to secure general banking and loan facilities granted to the 1,116,700,000ಋʏɾҙ༅ พΦஒʥց౨Φಁcɰగ̯ذGroup. ˢ՞ց༅ଐd ʀ̯אඑ྆ᏵɾȹঁႺϷʥ൘ಁጪ༅c එ྆ɾ֡ԞႺϷe
ܛb) The Group’s investments held-for-trading and bonds with carrying (b) ̯එ྆ሏࠍࠤݯ7,219,600,000ಋʏɾ) Φಁ23,900,000ټamount of approximately HK$7,219.6 million and cash deposit of Аൕሒɾҙ༅ʥඦԴʥଊ HK$23.9 million (31st December, 2009: investment held-for-trading, ಋʏɀཌྷཌྷȾαɊɀ˂ɍɊȹˀi ܛАൕሒ ਕҙ༅ʥඦԴ731,700,000ಋʏcۿavailable-for-sale investments and bonds HK$731.7 million) were ɾҙ༅d ʥᖬټᖬړᏵɾמpledged to the Group’s financial institutions to secure margin and ɰగ̯එ྆τᗐᖬԴ͚ ʀ̯එ྆ɾল৻ዀ࿚cϤ̯එאsecurities facilities granted to the Group in respect of securities Դጪ༅c ȹαʑԷ౨ɾࠥ൘כtransactions and utilised by the Group as borrowings due within ྆ɰ৽͂ one year of approximately HK$2,682.0 million (31st December, 2,682,000,000ಋʏɀཌྷཌྷȾαɊɀ˂ 2009: HK$1,236.5 million). ɍɊȹˀi1,236,500,000ಋʏe
ᙔʔ̇ɾᚬऩɰሔݯ̯එ྆ڃc) Interests in certain subsidiaries of the Company have been pledged (c) ̯ʔ̇ߗɳ) eۂאas part of the security to secure certain bank borrowings granted to ᏵߗɳႺϷࠥ൘ɾʗ the Group.
(d) The Group has subordinated and assigned its advances to associates (d) ̯එ྆ɰగΛංᐲᏪʔ̇ʥȹංઅՇҙ༅ʔ ൘ੀԯྌ˟ΛංᐲᏪʔ̇ʥڌand advance to an investee company of approximately HK$1,806.0 ̇ᏵɾႺϷ million (31st December, 2009: HK$1,415.9 million) to financial ȹංઅՇҙ༅ʔ̇ಁඖ1,806,000,000ಋʏ institutions to secure banking general credit facilities granted to ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀi1,415,900,000 associates and an investee company. ಋʏᔝᓊʥᜑʀল৻ዀ࿚e
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 34
ړREPURCHASE GUARANTEE Αᑪኪ
ൕࡼొԜୄ͂ʸےႺϷΉജ gϹ፦్ܘCertain mortgagee banks have provided end-user financing to purchasers ߗɳ of Splendid City and the Group has provided repurchase guarantees to ጪ༅cϤ̯එ྆ɰΉ೩ܘ్ႺϷొԜΑᑪኪ כੀړᖬ೩ൕࡼᄚϷᑹಁஐͨe೩ኪړcړ these mortgagee banks for securing the obligations of such purchasers ȹα܃তѧιړኪכfor repayments. Such guarantees will be terminated upon the earlier of iೕˮָΔଐᚬᖬȹঁ ൘ಁࣂ˞༖్ܘพൕࡼᑹذi) issuance of the real estate ownership certificate which will generally be ʑ˿hֶii) available within one year upon the completion of guarantee registration; ξ者ݯๅୄ˅e or (ii) the satisfaction of mortgaged loan by the purchasers of properties.
ল৻พ৻Αᚋ
ᑹಁc̯එ్ܘ˄הಁc࠱೩ൕࡼૈړPursuant to the terms of the guarantees, upon default in mortgage ࣓ኣኪ
ɾ̰ᑹ˄הႺϷᑹ೩ൕࡼ్ܘFinancial Operation Review payments by these purchasers, the Group is responsible to repay the ྆τஐͨΉ cԎடͨЄᎶ߮Сࢠʥၔಁeټ్̯ܘ outstanding mortgage principals together with any accrued interest and penalty owed by the defaulted purchasers to the mortgagee banks.
ᑹ̰ړɀཌྷȹཌྷαɊɀ˂ɍɊȹˀcΑᑪኪכ The total outstanding amount of repurchase guarantee as at 31st 9,200,000ಋʏכޚDecember, 2010 was RMB7.8 million (equivalent to HK$9.2 million) (31st ᐢᔾݯɁ̵ྫྷ7,800,000ʏ December, 2009: RMB100.4 million (equivalent to HK$114.1 million)) ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀiɁ̵ྫྷ כ114,100,000ಋʏcכޚand disclosed in the contingent liabilities. 100,400,000ʏ ಳ߲ඦʑׄᚉeֶ
FINANCIAL AND INTEREST INCOME/EXPENSES ল৻ʥСࢠνɃþʻˮ
СࢠνɃe̯α۹ɾСࢠνܢ˳Interest income was included in revenue and investment income. Other νɃʥҙ༅νɃ ΊຮСࢠݯ 475,500,000ಋʏcܢ˳than imputed interest, interest income for the Year was HK$475.5 million, Ƀɺ representing an increase of 158.0% from that of 31st December, 2009 ༖ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ184,300,000ಋʏ (HK$184.3 million). ᄈ˱158.0%e
Finance costs included interest expenses on bank and other loans, imputed ল৻͂˳ܢႺϷʥԯˢ൘ಁɾСࢠʻˮdΊຮ ൘ڌinterest expenses, exchange difference on foreign currency loans, Сࢠʻˮd̔ྫྷ൘ಁමЙᔾdΪખ͂ၤ arrangement fee and facility and commitment fee expenses. Excluding ʥֻኪ͂ʻˮe࿁ΊຮСࢠc̯α۹ɾСࢠ imputed interest, interest expenses for the Year amounted to HK$115.3 ʻˮݯ115,300,000ಋʏc༖˾α፣ɾСࢠʻ million, representing an 43.4% increase over the interest expenses of ˮ80,400,000ಋʏᄈ˱43.4%eСࢠʻˮᄈ˱˚ HK$80.4 million recorded for last year. The increase in interest expenses ߬ၤ̯α۹ႺϷ൘ಁᄈ˱τᗐe̯α۹ɾ༅̯ʝ ݯ22,400,000ڬwas mainly due to increase in bank loan during the Year. Interest capitalised Сࢠݯ43,100,000ಋʏcϤ˾α Αᚋαʑɾ̡яСଅݯ1.00%כfor the Year was HK$43.1 million as compared to HK$22.4 million for last ಋʏe year. The average interest rate over the year under review was 1.00% ɀཌྷཌྷȾαi0.83%cȽ˞ᐢСࢠʻ˟˞̡
Annual Report 2010 (2009: 0.83%), which was expressed as a percentage of total interest яࠥ൘ᐢᔾˮe paid over the average total borrowings.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 35
೪dᑪٖᚬི߮ʥٖͫܧټREMUNERATION POLICIES, SHARE OPTION ༭ SCHEME AND SHARE AWARD SCHEME ᆉི߮
Αᚋαʑc̯එ྆ͳτࡗ331Ɂ࿀ϭɀཌྷཌྷȾαכ During the year under review, the Group employed a total of 331 staff
Financial Operation Review כՇܢ˳year ended 31st December, 2009: 320 staff) (excluding about a total of Ɋɀ˂ɍɊȹˀ˅α۹i320Ɂɺ) พဳଉτࠉʔ̇ɾذڌพဳଉʔ֦̇ذstaff (year ended 31st December, 2009: 316 staff) for estate ̯එ྆ɾ 334
ল৻พ৻Αᚋ ˂พဳଉࡗɮͳ334Ɂ࿀ϭɀཌྷཌྷȾαɊɀذ ,management employed under the Group’s estate management company Perfect World Company Limited). ɍɊȹˀ˅α۹i316Ɂe
พʑྻԝᔤکଊdʥ͌ٲȽ࣓ኣԯټEmployees were remunerated on the basis of their performance, ࡗᑀ ଊᔤցɾٲؗʥɁ̟ܘʥ˞ټᑀܢ˳ټexperience and prevailing industry practice. Remuneration packages ցe༭ ᙩᏎদࡗɾᘆʥΉ֤ܛcomprised salary and year-end discretionary bonus based on market αୄ٦eਨϷ໎ԑ conditions and individual performance. The Executive Director continued ೩ొԜֺɾᆉʥᄦֲcԚԯҡҙɃɮАʥτ ଊe̯α۹Ԏಲઔढ़ᑪٖᚬི߮eٲto review employees’ contributions and to provide them with necessary ҡԙ incentives and flexibility for their better commitment and performance. No share option scheme was adopted for the Year.
ɀཌྷཌྷȾαઔढ़ٖͫᆉི߮߮כThe Company had adopted a share award scheme (the “Scheme”) in ̯ʔ̇ ౨ᆉΪٽThe Scheme is to recognise and reward certain employees for ིeི߮ȽݯဗፕࡗϤஉɾ .2009 their contributions to the Group and to give long-term incentives for ખcοΕΉݯ̯එ྆Аˮᘆɾߗɳࡗʀٛ retaining them for the continued operations and development of the Group. ցʥΑంcԎАݯмʵԯज㜞̯එ྆cᘗᙩݯ̯ ౨ᆉeτᗐི߮ٽDetails of the Scheme were set out in the Company’s circular dated 23rd එ྆ɾᏪ༜ʥೕࢄϤЦɈɾ ˂ʔ̇ˀ౨ݯɀཌྷཌྷɄαɊɀ̯כDecember, 2008. No share was granted under the Scheme during the ɾੱɰ˰༗ Year. ɀɊɍˀɾԲe̯α۹Ԏಲగི߮ˮͨЄ eٖͫ
پMAINLAND CHINA AND MACAU ɻਝɣʥዌ
˳ɻਝɣɾҙ༅ݯ̯α۹ԞึСכProfit contribution from the Group’s investment in the Mainland China ̯එ྆ พؿʔ̡ࠤᛰ৽dᚫЌᐲᏪʔ̇ذСdҙ༅ˉܢ including gross profit, fair value changes on investment properties, share) α۹ݯ218,200,000ಋʏ࿀ϭ̯כof results of associates and taxation) for the Year amounted to HK$218.2 พᐜʥೢඖ million (year ended 31st December, 2009: HK$77.5 million). The Group’s ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹i 77,500,000 ɀཌྷȹཌྷαכnet investment as at 31st December, 2010 amounted to HK$7,468.1 ಋʏeϤ̯එ྆ɾҙ༅૱ᔾ million (31st December, 2009: HK$6,355.3 million) representing Ɋɀ˂ɍɊȹˀݯ7,468,100,000ಋʏɀཌྷཌྷȾα approximately 13.6% of the Group’s total asset value and 21.8% of the Ɋɀ˂ɍɊȹˀt6,355,300,000ಋʏcʗПЌ Group’s net asset value. ̯එ྆༅ଐᐢࠤʥ̯එ྆༅ଐ૱ࠤ13.6%ʥ 21.8%e
ዌכɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ̯එ྆כFurther, the Group’s net investment in Macau as at 31st December, 2010 ϊ̔c ɾҙ༅૱ᔾݯ1,748,200,000ಋʏɀཌྷཌྷȾαپ amounted to HK$1,748.2 million (31st December, 2009: HK$1,696.8
ɀཌྷȹཌྷααం million) representing approximately 3.2% of the Group’s total asset value. Ɋɀ˂ɍɊȹˀi1,696,800,000ಋʏcЌ̯එ ྆༅ଐᐢࠤ3.2%e
ജɁ
พඑ྆ 36
ᙔʔ̇ڃLISTED SUBSIDIARIES ɐ̟
ϭନສพτࠉʔ̇ኟτכంй౨̱c̯එ྆כ At the end of the reporting period, the Group owned 61.96% interest in ͽͬพτࠉʔ̇ኟτ41.93%ټכChi Cheung Investment Company, Limited and 41.93% interest in G-Prop 61.96%ᚬऩʥ (Holdings) Limited. ᚬऩe
พЅࠤذ PROPERTY VALUATION
ਝിЅτࠉʔ̇ɰ݇ړA property valuation has been carried out by Messrs. B.I. Appraisals Limited, ዟ͓༅ࣟਿพЅࠤ
τɾҙܛɀཌྷȹཌྷαɊɀ˂ɍɊȹˀכল৻พ৻Αᚋ an independent qualified professional valuers, in respect of the Group’s గ̯එ྆ ᇁႇכพЅࠤcτᗐЅࠤȽ͂ذพ൬Ϸذinvestment properties as at 31st December, 2010 and that valuation was ༅
พɾЅࠤݯذFinancial Operation Review used in preparing 2010 year results. The Group’s investment properties ɀཌྷȹཌྷαͲαพᐜe̯එ྆ҙ༅ were valued at HK$27,419.0 million (31st December, 2009: HK$40,708.5 27,419,000,000ಋʏɀཌྷཌྷȾαɊɀ˂ɍɊȹˀi พذmillion), a 23.9% decrease over 2009 after adjusted for additions and 40,708,500,000ಋʏcАˮ̯α۹ҙ༅ disposals of investment properties during the Year. The decrease in fair ɾᄈ˱ʥˮਕɾሁኬ܃༖ɀཌྷཌྷȾαಕʭ value of approximately HK$10,831.3 million was recognised in the 23.9%eʔ̡ࠤಕʭ10,831,300,000 ಋʏɰ߮ e̯එ྆͛ᚫЌ̯ٲconsolidated statement of comprehensive income for the Year. The Group Ƀ̯α۹ɾ၃Ͳࠍνऩం ˱พɾʔ̡ࠤɾᄈذalso shared an increase in fair value of investment properties of the α۹ᐲᏪʔ̇ҙ༅ associates of HK$45.6 million (adjusted deferred tax credit of HK$11.4 45,600,000 ಋʏɰሁኬႮ֝ೢඖᅆΑ11,400,000 ၃כพȽذҙ༅ڈพʥذmillion) for the Year. Development properties and non-investment ಋʏe̯එ྆ɾೕࢄ ιכι̯κಕࠤΣτͶሏeϽܘɻٲproperties of the Group were stated at cost less impairment, if any, in the ল৻ం พݯ1,814,900,000ذconsolidated financial statements. Investment property under development ജ ᄤɾೕࢄɻҙ༅ ˿พॶਪذכι̯Ͷሏcԯʔ̡ࠤੀܘat Chinese Estates Plaza, Chengdu was stated at cost of HK$1,814.9 million ಋʏȽ ʔ̡ࠤͶሏeܘ܃ѧɮۺԯכand will be carried at fair value when its fair value first become reliably ቌΔ߮൴ࣂֶ measurable or the date of its completion of the property.
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES Corporate Governance Report 37 พဳ؝ంй࣊ͬ
CORPORATE GOVERNANCE PRACTICES ͬพဳ؝ஃ
ᙔʔ̇c̯එ྆໎ԑผ໎ڃThe Board of Directors (the “Directors” or the “Board”) and management ̯ʔ̇டԯ of the Company (together with its subsidiaries, the “Group”) are committed ԑֶ໎ԑผʥဳଉᄙਠΨӪΡؿͬพဳ؝Ψ ٖᚬऩʥݯٖԞҡԙΑంeړ˞cڬ to principles of good corporate governance so as to safeguard the interests of shareholders and enhance shareholder value.
Throughout the year ended 31st December, 2010 (the “Year”), the ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹̯α ֺτࠉʔמCompany has applied the principles of the Code on Corporate Governance ۹Ͳαc̯ʔ̇ɰᎶ͂ࠗಋᐲ͚ ፣Ɋ̒ͬพဳڃڬɐ̟ஃڬPractices (the “Code”) and complied with the code provisions (the “Code ̇ᖬԴɐ̟ஃ ʥፓΨஃΨڬɾࡈڬஃΨڬProvisions”) and certain recommended best practices (the “Best Practices”) ؝ஃΨ ᘪԙஃۺʼʥߗɳૈڬʼΨૈڬɾΨڬ set out in the Code contained in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ԙஃc˞Ɏৱᔴԑඖ̔i– “Listing Rules”), except for the following deviations:–
Deviations ৱᔴԑඖ
Chairman and Chief Executive Officer ˚ʥϷܧᐢസ
Mr. Joseph Lau, Luen-hung (“Mr. Joseph Lau”) acts as both the Chairman ჳᝄඐͱ́ჳᝄඐͱ́ϬɀཌྷཌྷʒαɊɀ˂ (the “Chairman”) and Chief Executive Officer (the “CEO”) of the Company ࣂˮ̯ͨʔ̇˚˚ʥϷܧᐢസϷ ᐢസɾᓻe໎ԑผႏݯϊܼ࿚ੀɺผฌࡻ໎ܧ since December 2006. The Board considers that this structure will not ȹΊਨͅکimpair the balance of power and authority of the Board. It currently ԑผؿᚬɈʥᚬࠉɾ̡ጫe໎ԑผ͌ ਨϷ໎ԑʥɍΊڈਨϷ໎ԑڈcomprises one Executive Director, two Non-executive Directors (the Ϸ໎ԑdԭΊ ਨϷ໎ԑୂιcዟ͓ڈਨϷ໎ԑዟ͓ڈNED(s)”) and three Independent Non-executive Directors (the “INED(s)”), ዟ͓“ ۺਨϷ໎ԑɁᅕЌ໎ԑผ50%c༖ԙஃֺڈ with INEDs representing 50% of the Board, which is higher than the Best ਨϷ໎ԑЌ໎ԑผɁᅕؿɣΛᅕڈPractices. Such a high percentage of INEDs in the Board could ensure ᘪݯঢ়eዟ͓ ໎ԑผܮ೩ɾ෮ӮԮࠇɣᄧᚊɈcԎʦ֤ړtheir views carry significant weight and it reflects a strong independent ˿ᆢ ڌޚc໎ԑผ͛کɾዟ͓ʏॖe͌ޚelement in the composition of the Board. At present, the Board also believes ιࡗኟτ ᐢസɾეኒɎc໎ܧthat under the leadership of Mr. Joseph Lau as the Chairman and the Εჳᝄඐͱ́Аݯ˚ʥϷ CEO, the Board’s decision could be made effectively and it is beneficial to ԑผॶτࢽΔАˮҺ೪cྦྷ̯එ྆ɾพ৻ဳଉʥ ሬࣂϣᄬੀ˚כthe management and development of the Group’s businesses. The Board ೕࢄяݯτСe໎ԑผʋผ would still consider segregation of the roles of the Chairman and the CEO ʥϷܧᐢസɾӯϳʗ͓e if and when appropriate.
Chairman Attending Annual General Meeting ˚ˮٖ൪αɣผ
̰ܨ໎ԑผ˚ჳᝄඐͱ́ΐτʔ৻ΕӸcכͅ Mr. Joseph Lau, the Chairman of the Board, was unable to attend the ɀཌྷȹཌྷαʄ˂ɀɊɄˀᐾϷɾכannual general meeting of the Company held on 28th May, 2010 (“2010 ॶˮ̯ʔ̇ AGM”) as he had to deal with business issue. Mr. Chan, Kwok-wai, an ٖ൪αɣผ2010ٖ൪αɣผeӸ࠹ᄗ࣏
ɀཌྷȹཌྷααం ਨϷ໎ԑஹਝڈINED as well as the chairman of Audit Committee and Remuneration կࡗผʥᑀ༭կࡗผ˚ɾዟ͓ כړCommittee, was elected as the chairman of the 2010 AGM to ensure ৩ͱ́ፕݯ2010ٖ൪αɣผ˚c˞ᆢ τࢽؿeܛړeffective communication with shareholders of the Company at such ผɐၤ̯ʔٖ̇ meeting.
ജɁ
พඑ྆ 38
THE BOARD ໎ԑผ
Board Composition ໎ԑผɾୂι
t 3.10(1)ૈؿஃցcɐ̟ʔ̇ɾ໎ڬUnder Rule 3.10(1) of the Listing Rules, the board of directors of a listed ࣓ኣɐ̟ஃ ਨϷ໎ԑeԙڈʭɍΊዟ͓ܢ˳company must include at least three independent non-executive directors. ԑผ̦ ਨϷ໎ڈᘪʭɍʗɾȹؿ໎ԑ̦ݯዟ͓ۺThe Best Practices recommend that at least one-third of the directors should ஃ be independent non-executive directors. ԑe
ਨϷ໎ԑڈ໎ԑผʑਨϷ໎ԑdܛพဳ؝ంй࣊ The Company considers that it is important for the Board to maintain a ̯ʔ̇ႏݯၐͬ ˞ਨϷ໎ԑୂɾяጫˈԝྡྷᙔࠇ߬cڈbalanced composition of Executive Director, NED and INED, so that there ʥዟ͓
Corporate Governance Repor Corporate is a strong independent element on the Board which can effectively exercise Ԛ໎ԑผτ˨ӷɾዟ͓ʏॖcྦྷ̯ʔ̇ɾϷ৽ॶ independent judgement on the actions of the Company. The Board Аˮτࢽዟ͓Рᒾe໎ԑผଊͅȹΊਨϷ໎ԑd ਨϷ໎ԑୂιcϤڈਨϷ໎ԑʥɍΊዟ͓ڈcurrently comprises one Executive Director, two NEDs and three INEDs, ԭΊ ਨϷ໎ԑɾɁᅕЌ໎ԑผ50%c༖ԙڈwith INEDs representing 50% of the Board, which is higher than the Best ዟ͓ ໎ԑכᘪݯঢ়e໎ԑผΈιࡗɾշΊ༗ۺPractices. Names of each member of the Board are set out in the table of ஃֺ ʑeٲAttendance Records of Board Meetings”. ผผᘪˮত፣ȹ“
כΣτ༗ڝThe Directors’ biographies and the relationship among the Board members, ໎ԑɾᓯʍʥ໎ԑผιࡗɾංؿᗐ כɁࡗᓯʍʑcԎ༗ܧif any, are set out in the “Profiles of Directors and Senior Executives” of ̯αం໎ԑʥঢ়ज़Ϸ ᓯʍʑֺׄᚉ̔c໎ԑɾංכthis annual report and available on the Company’s website. Save as ̯ʔ̇၉ॎe eڝᗐᗐޚdisclosed in such profiles, there is no financial, business, family or other Ԏಲল৻dพ৻dࡼપֶԯˢࠇɣʼn material/relevant relationship among the Directors.
Responsibilities of Directors ໎ԑɾஐͨ
ਨϷ໎ԑʥڈᖫdҌ̝ʥɾكپThe NEDs and INEDs with diversified expertise, skills and experience play ኟτɺਿ ঢ়ܛ໎ԑผၐړਨϷ໎ԑΕᏃց೪ʥᆢڈan important role on formulating strategy and ensuring that the Board ዟ͓ ˮଊᅶכmaintains high standards of corporate governance as well as taking the ˋ̡ͬพဳ؝ʿࠍኪࠇ߬ӯϳc͛ॶ lead where potential conflict of interests arise. The Board has received ΕСऩᇰޯࣂ૾А͂e໎ԑผɰઅᏵΈዟ͓ ਨϷ໎ԑᆢႏ֤೩ዟֲ͓ɾα۹ᆢႏ࣊cԎڈ from each INED a written annual confirmation of his/her independence and satisfied that the independence of INEDs up to the date of this report ෮࿀ϭ̯ంй࣊ˀ౨˅֤೩ɾዟֲ͓Ƚଲɐ̟ 3.13ૈɾஃցeڬis in accordance with Rule 3.13 of the Listing Rules. ஃ
ᖫ˞ᄚϷԯᓻكThe Company encourages its Directors to possess up-to-date knowledge ̯ʔ̇རΈ໎ԑࣂԳుోณ ҡณɾ༅ࢿΣሬ͂ɰొԜʀڬin order to discharge their duties. Information regarding the updating of ஐeτᗐɐ̟ஃ Listing Rules had been provided to the Directors as appropriate. Directors Έ໎ԑe໎ԑ˿ݯᄚϷᓻஐϤఖұዟ͓ਿพ෮
Annual Report 2010 could have recourse to seek independent professional advice in performing Ӯc̯͂ͅʔ̇ʻ˟cϤ̯ʔ̇͛ར໎ԑዟ their duties at the Company’s expense and are encouraged to access and ͓અᘩԎጺ̯ʔ̇ɾঢ়ज़ဳଉᄙֶʔ̇ो࣊e consult with the Company’s senior management or the Company Secretary independently.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 39
THE BOARD (Cont’d) ໎ԑผᙩ
Retirement by Rotation and Specific Term of Office ረйঽʥऋցͨ౨
Corporate Governance Repor ஃց໎ԑਨϷ˚ʥͨЄڬThe Company’s Bye-laws provides that no Director (save for the executive ̯ʔ̇ɾʔ̇ୀ ൪αɣผɐᏵٖכchairman and any managing director) shall hold office for a continuous ໎ԑᐢଉ̔ɺΕ̰
พဳ؝ంй࣊ͬ ᙩˮͨ໎ԑᓻϽ൚༦ɍܛperiod in excess of three years, or past the third annual general meeting, ٖࠇፕɾੱؗɎc ˮͨ໎ԑᓻϽ൚༩܃Ᏽկֶͨࠇፕடͨכfollowing the Directors’ appointment or re-election, whichever is longer, αcֶ ౨ංݯๅeኣٽwithout submitting himself/herself for re-election by the shareholders at ɍωٖ൪αɣผcԭ者˞༖ the annual general meetings. Accordingly, Directors (save for the executive ϊc໎ԑਨϷ˚ʥͨЄ໎ԑᐢଉ̔ ˚chairman and any managing director) shall retire by rotation at least once ʭҰɍαረйঽȹωcϤݯ໎ԑਨϷ every three years and a specific term of office has been fixed for ʥͨЄ໎ԑᐢଉ̔Թցȿऋցͨ౨e t appointment of Directors (save for the executive chairman and any managing director).
ȹȾɄȾαഽ˫ι͓̯כHowever, according to the Private Act for incorporating the Company as ಳϤc࣓ኣϛᄮ༠ؒԝ an exempted company under the laws of Bermuda in 1989, it is stipulated ʔ̇ݯᏵᑥЛʔ̇ؿӝɁ࣐ؒஃցcਨϷ˚ʥ ૈڬthat the executive chairman and any managing director should not be ͨЄ໎ԑᐢଉяˇረйঽeݯፓΨΨ כᐢസᗙ෮ʭҰɍαܧrequired to retire by rotation. In order to comply with the Code Provisions, ʼc̯ʔ̇ɾ˚࠹Ϸ ɾٖ൪αɣผɐϬᗙঽͨ໎ԑᓻϽ܃the Chairman and CEO of the Company is willing to voluntarily retire from ̯ʔ̇֡ ᗐٖ൪αɣผɐޚכhis directorship at future annual general meetings of the Company at least ȹωcଲ༅ࣟԎᗙ෮ Ꮆ։ٖ൪αɣผכonce every three years, and being eligible, will offer himself for re-election ᐶፕடͨeჳᝄඐͱ́ᗙ෮ at the relevant annual general meetings. Mr. Joseph Lau is willing to retire ɐঽͨ໎ԑc˘༅ࣟԎᗙ෮ᐶፕடͨe voluntarily at the forthcoming annual general meeting and being eligible, offer himself for re-election.
ϬֶڬEvery Director will therefore retire either by rotation under the Company’s ΐϊcҰΊ໎ԑੀผ࣓ኣ̯ʔ̇ɾʔ̇ୀ τᗐٖ൪כBye-laws or voluntarily at least once every three years and will subject ᗙʭҰɍαረйঽȹωcԎੀ himself/herself to the absolute and free choice of the shareholders for re- αɣผɐٖͅͲᚬϬͅҺցԯॶЯடͨe election at the relevant annual general meetings.
Board Meetings ໎ԑผผᘪ
α۹ʑց౨ผਆদ̯එ྆ኬ೪̯כThe Board met regularly throughout the Year to discuss the overall strategy, ໎ԑผ ɍכα۹ʗП̯כଊe̯ʔ̇ٲthe operational and financial performance of the Group. Four regular Board dᏪ༜ʥল৻ meetings were held on 30th March, 21st July, 30th August and 21st ˂ɍɊˀdȼ˂ɀɊȹˀdɄ˂ɍɊˀʥɊɀ˂ December for the Year respectively. Advance notices of not less than 14 ɀɊȹˀᐾϷͳ̒ωց౨໎ԑผผᘪeᐾϷผᘪ ɰΉΈ໎ԑೕˮʭɊ̒ˀɾйeΈ໎ԑɾک days were served upon each Director. Individual attendance of each Director ٲ໎ԑผผᘪˮত፣ȹכis indicated in the table of “Attendance Records of Board Meetings”. All Пˮত፣༗ ʭɍکผᘪᐾϷכᗐผᘪʼͧяɰޚaccompanying Board papers were sent to the Directors in a timely manner ʑeֺτ
ɀཌྷȹཌྷααం and at least 3 days before the meetings. Adequate explanation and ˀʥࣂеΈ໎ԑeဳଉᄙΉ໎ԑొ͚˨ӷᘷ ໎ԑАˮҺ೪eΈ໎ԑ࣓ኣ̯ʔڏ˞information were given to the Directors by the management to facilitate ʥ༅ࢿc ԯֶԯͨЄᐲᖎɁኟτࠇɣᚬכcڬthe Directors in decision-making. Each Director has to declare his/her ̇ɾʔ̇ୀ ҙૃיinterest and abstain from voting on any Board resolution in which he/she ऩɾͨЄ໎ԑผҺᘪ࣐c͇ంԯᚬऩԎ
ജɁ or any of his/her associates has a material interest in accordance with the e
Bye-laws of the Company. พඑ྆ 40
THE BOARD (Cont’d) ໎ԑผᙩ
Board Meetings (Cont’d) ໎ԑผผᘪᙩ
t Attendance Records of Board Meetings ໎ԑผผᘪˮত፣
No. of meetings attended/held (Percentage of attendance in total) Name of Directors ໎ԑշΊ ˮþᐾϷผᘪᅕ͌ᐢˮଅ
Executive Director ਨϷ໎ԑ
พဳ؝ంй࣊ͬ Mr. Joseph Lau, Luen-hung ჳᝄඐͱ́ 2/4 (50%)
Corporate Governance Repor Corporate (Chairman and Chief Executive Officer) ˚࠹Ϸܧᐢസ
ਨϷ໎ԑڈ Non-executive Directors Mr. Lau, Ming-wai (Vice Chairman)* ჳს◸ͱ́৹˚* 3/4 (75%) Ms. Amy Lau, Yuk-wai ჳ̽ᄫɤɡ 4/4 (100%)
ਨϷ໎ԑڈIndependent Non-executive Directors ዟ͓ Mr. Chan, Kwok-wai ஹਝ৩ͱ́ 4/4 (100%) Ms. Phillis Loh, Lai-ping ᖓᗫഗɤɡ 4/4 (100%) (ͱ́ 4/4 (100%ژMr. Ma, Tsz-chun ࣂ
ɀཌྷȹཌྷαɊɀ˂ȹˀᏵկͨݯ৹כMr. Lau, Ming-wai was appointed as Vice Chairman on 1st December, * ჳს◸ͱ́ * 2010. ˚e
The agenda of each Board meeting is set by the Chairman in consultation ݯʀ໎ԑผιࡗᏃց໎ԑผผᘪਆদԑඖɾዀ ጺ໎ԑผιࡗ˚כwith members of the Board such that they are given an opportunity to ผc໎ԑผผᘪɾᘪೡผ ؗرଊdٲᙩగ̯එ྆ɾܛ߯ցeঢ়ज़ဳଉᄙ܃ include agenda items. On an on-going basis, senior management provides the Directors with operational and financial reports of the Group’s ʥࢄશΉ໎ԑొеᏪ༜ʥল৻ంйe̯ʔ̇ผʥ performance, position and prospects. All Directors are kept informed of ࣂΉֺτ໎ԑමంԎᓯంͨЄτ˿ॶᄧᚊ̯එ྆ ᆨٱand duly briefed of major changes and information that may affect the พ৻ɾࠇɣᔝᛰʥ༅ࢿe໎ԑผผᘪত፣ɾ Group’s businesses in a timely manner. Draft and executed Board minutes ʥցᆨɰʗПသξеΈ໎ԑc˞Ԝ֤೩ొԜ෮ Φ༗τသୀຝɾ໎ړwere sent in good time to all Directors for their comment and records ӮʥΦᏌeʔ̇ो߲࣊ஐ respectively. Minutes of the Board meetings recorded in sufficient details ԑผผᘪত፣e were kept by the Company Secretary.
Board and Management Functions ໎ԑผʥဳଉᄙᓻॶ
໎ԑผɾᓻॶcעਥ̯ɐɰ߯ڬThe functions reserved to the Board are basically provided in the Bye-laws ̯ʔ̇ɾʔ̇ୀ
Annual Report 2010 of the Company and the Board from time to time delegates certain ໎ԑผผɺࣂܘ߬ੀߗɳᓻॶկ˞ঢ়ज़ဳଉ functions to senior management whenever required. In short, the Board ᄙeᓯϤӰɾc໎ԑผΕτᗐ̯එ྆೪d˚߬ has reserved for its decision on matters relating to the Group’s strategy, νᑪʥˮਕdࠇɣ༅̯ʻdα۹ʥɻ౨พᐜd जҺ೪ړmajor acquisitions and disposals, major capital expenditure, annual and կͨ໎ԑʥԯˢࠇɣল৻ʥᏪ༜ԑփɐ interim results, Directors’ appointment and other significant financial and ᚬe operational issues.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 41
THE BOARD (Cont’d) ໎ԑผᙩ
Board and Management Functions (Cont’d) ໎ԑผʥဳଉᄙᓻॶᙩ
Corporate Governance Repor On top of daily business operation, senior management is responsible for ˀพ৻Ꮺ༜̔cঢ়ज़ဳଉᄙ߲͛ஐᇁႇα۹ Ԝ໎ԑผғdਨϷ໎ԑผٲthe preparation of annual and interim consolidated financial statements ʥɻ౨၃ল৻ం
พဳ؝ంй࣊ͬ for the Board’s approval, execution of business strategies and initiatives ઔढ़ɾพ৻೪ʥઉܪdᄚϷѢഁɾʑဟઁӡ adopted by the Board, implementation of adequate system of internal ʥᖇ৪ɾࠓ፮ဳଉೡѵcԎΕͨЄੱؗɎగ control and sound risk management practices and is required to report to ࠇɣԑඖΉ໎ԑผමంՅԯԑͱғeቱဳ the Board and obtain its prior approval on important matters at all times. Аˮկপc໎ԑᆢႏᇁႇभྡྷ˘ʔ̡Δʦܮ̯එ Ƚ໎ԑผɾஐͨeٲNotwithstanding the delegation, the Directors acknowledge that it is the ྆ল৻พᐜɾল৻ం responsibility of the Board for preparing the financial statements, which t give a true and fair view of the financial results of the Group.
፮ړDirectors’ Insurance ໎ԑ
The Company has arranged appropriate liability insurance to indemnify its ̯ʔ̇ɰగላ̯එ྆໎ԑΐʔ̇ԑ৻ֺଐ́ɾ ፮ᆲҰαʀړ፮eஐͨړGroup’s directors for their liabilities arising out of corporate activities. The ஐͨΪખሬɾஐͨ insurance coverage is reviewed on an annual basis. ˞Ꮞদe
BOARD COMMITTEES ໎ԑկࡗผ
The Board has established Audit Committee and Remuneration Committee ໎ԑผι͓ȿᄗ࣏կࡗผʥᑀ༭կࡗผcկࡗผ ֺڬஃΨכwith clear written terms of reference which are of no less exacting terms ؿ࣊ࠍᓻᚬᆲɾૈಁɺႫ than those set out in the Code. Details of the respective committee’s ༗eᄗ࣏կࡗผʥᑀ༭կࡗผɾᓻᚬᆲੱ˿ ਨϷ໎ڈterms of reference are available at the Company’s website. All the INEDs Ε̯ʔ̇၉ॎᓒᙴe̯ʔ̇ɾͲዟ͓ of the Company are members of the Audit Committee and the ԑяݯ೩կࡗผιࡗcଊͅஹਝ৩ͱ́dᖓᗫ ͱ́ୂιcԯɻஹਝ৩ͱ́ࣂژRemuneration Committee which currently comprise Mr. Chan, Kwok-wai, ഗɤɡʥࣂ Ms. Phillis Loh, Lai-ping and Mr. Ma, Tsz-chun with Mr. Chan, Kwok-wai ˮͨ೩կࡗผ˚eᄗ࣏կࡗผɻԭΊιࡗԮ كᗐল৻ဳଉਿพޚacts as chairman of both committees. Two members of the Audit ௐሬؿਿพ༅ࣟdผֶ߮ ɾ߬ұݯঢ়eڬCommittee possess appropriate professional qualifications, accounting or ᖫc༖ɐ̟ஃ related financial management expertise, which is higher than the Listing Rules’ requirement.
Audit Committee ᄗ࣏կࡗผ
Role and Function ӯϳʥᓻॶ
The Audit Committee is responsible for reviewing the Group’s corporate ᄗ࣏կࡗผ߲ஐᄗቇ̯එ྆ɾͬพဳ؝dল৻ం governance, financial reporting, internal control and risk management. It йdʑဟઁʥࠓ፮ဳଉeᄗ࣏կࡗผኪͨᚋਐ
ɀཌྷȹཌྷααం ᘪeۺᗐޚplays an advisory role and makes relevant recommendations to the Board. ӯϳcԎΉ໎ԑผొԜ
ജɁ
พඑ྆ 42
BOARD COMMITTEES (Cont’d) ໎ԑկࡗผᙩ
Audit Committee (Cont’d) ᄗ࣏կࡗผᙩ
t Meetings ผᘪ
ɀཌྷȹཌྷαɀ˂ɀˀdɍ˂ɀכThe Audit Committee held six meetings during 2010, on 2nd February, ᄗ࣏կࡗผʗП 26th March, 21st July, 27th August, 8th December and 21st December Ɋʒˀdȼ˂ɀɊȹˀdɄ˂ɀɊȼˀdɊɀ˂ respectively, with the presence of the Company’s internal audit department ɄˀʥɊɀ˂ɀɊȹˀᐾϷͳʒωผᘪe̯ʔ̇
พဳ؝ంй࣊ (“Internal Audit Department”) in those meetings involving the discussion ɾʑᄗ࣏ʑᄗ࣏ˮτᗐদሃͅʑͬ on internal audit reports prepared by Internal Audit Department. Individual ᄗ࣏ๅௐɾʑᄗ࣏ంйeΈιࡗɾПˮ
ʑeٲᄗ࣏կࡗผผᘪˮত፣ȹכCorporate Governance Repor Corporate attendance of each member is indicated in the table of “Attendance Records ত፣༗ ʭɍˀʥࣂکผᘪכᗐผᘪʼͧяɰޚof Audit Committee Meetings”. All accompanying meeting papers were ֺτ ᆨʥցᆨ͛ɰʗПသξٱsent to the members in a timely manner and at least 3 days before the еΈιࡗeผᘪত፣ɾ meetings. Draft and executed minutes of the meetings were sent in good еΈιࡗ˞Ԝ֤೩ొԜ෮ӮʥΦᏌeʔ̇ो࣊ Φ༗τသୀຝɾผᘪত፣e̯ʔ̇ɰړtime to all members for their comment and records respectively. Minutes ߲ஐ of the meetings recorded in sufficient details were kept by the Company ʀᄗ࣏կࡗผ˨ӷ༅c˞ᜑԯᄚϷᓻஐcϤঢ় Secretary. Sufficient resources had been given to allow the Audit Committee ज़ဳଉᄙ͛ɺࣂᏵᑼˮᄗ࣏կࡗผผᘪcΉկ ؗeرto discharge its duties and the senior management was co-opted to join ࡗผιࡗᘷ̯ʔ̇ɾল৻ʥพ৻ the meetings of the Audit Committee to explain the financial and business conditions of the Company to the committee members from time to time.
Attendance Records of Audit Committee Meetings ᄗ࣏կࡗผผᘪˮত፣
No. of meetings attended/held (Percentage of attendance in total) Name of members ιࡗΊီ ˮ / ᐾϷผᘪᅕ͌ᐢˮଅ
Mr. Chan, Kwok-wai (Chairman) ஹਝ৩ͱ́˚ 6/6 (100%) Ms. Phillis Loh, Lai-ping ᖓᗫഗɤɡ 6/6 (100%) (ͱ́ 6/6 (100%ژMr. Ma, Tsz-chun ࣂ
Works Performed ᄚϷɾɮА
α۹ᄚϷɾɮАล߸ΣɎiÐ̯כThe works performed by the members of Audit Committee in the Year are ᄗ࣏կࡗผιࡗ summarized below: – cͱʗПᄗቇ̯එکᘪ໎ԑผғۺreviewed the Group’s final and interim results and draft consolidated (1) Ε (1)
Annual Report 2010 financial statements for the year ended 31st December, 2009 and ྆࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹ for the six months ended 30th June, 2010 respectively before ʥ࿀ϭɀཌྷȹཌྷαʒ˂ɍɊˀ˅ʒ˂ɾ ᆨcٱɾٲrecommending them to the Board for approval, with the presence Ͳαʥɻ౨พᐜʥ၃ল৻ం of the Company’s external auditors (the “Independent Auditors”) in ̯ʔ̇̔າ࣏ᅕዟ͓࣏ᅕ͛τˮ the meeting reviewing final results; τᗐᄗቇͲαพᐜɾผᘪh
พʥذҙ༅ܢ˳ଊcٲreviewed the overall performance including the performance of (2) ᄗቇ̯එ྆ɾኬ (2) ଊhٲพɾذinvestment properties and development properties of the Group; ೕࢄ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 43
BOARD COMMITTEES (Cont’d) ໎ԑկࡗผᙩ
Audit Committee (Cont’d) ᄗ࣏կࡗผᙩ
Corporate Governance Repor Works Performed (Cont’d) ᄚϷɾɮАᙩ
พဳ؝ంй࣊ͬ ၤஃʥɐڬreviewed the accounting principles and practices adopted by the (3) ᄗቇ̯එֺ྆ઔढ़ɾผ߮ࡈ (3) ʥؒஃஃցɾፓΨੱؗhڬGroup and the requirements of the Listing Rules and statutory ̟ஃ compliance;
(4) reviewed the Group’s internal control, risk management, financial (4) ᄗቇ̯එ྆ɾʑဟઁdࠓ፮ဳଉdল৻
reporting and auditing matters; ంйʥ࣏ᅕɾԑփh t reviewed Independent Auditors’ audit findings as appropriate; (5) ᄗቇዟ͓࣏ᅕɾᄗ࣏Σሬ͂h (5)
(6) prepared and submitted to the Board an audit committee report (6) ᇁႇԎΉ໎ԑผе͚ᄗ࣏կࡗผంйc ɀཌྷཌྷȾαα۹ɰᄚכdetailing the works performed by the Audit Committee during 2009, ɻͶᄗ࣏կࡗผ presented its findings and made recommendations for consideration ϷɾɮАc˞ʥමంԯంйʥΉ໎ԑ ᘪ˞Аϣᄬhۺby the Board; ผొԜ
ɾڬreviewed the corporate governance practices and monitored the (7) Ꮞদͬพဳ؝ஃʥဟઁፓஃΨ (7) progress of compliance of the Code; ൬۹h
൬Ϸα۹Ꮞদhמᙩᗐட͚ܛcarried out annual review on the continuing connected transactions (8) ྦྷ̯එ྆ɾ (8) of the Group;
(9) reviewed the adequacy of resources, qualifications and experience (9) ᄗቇ̯ʔ̇Εผ߮ʥল৻මంᓻॶɾ༅ of staff of the Company’s accounting and financial reporting function, dࡗɮ༅ዃʥܰЯӷਪc˞ʥޚᗐ ˨and their training programmes and budget; ࡗɮֺઅՇؿফᇾೡʥτᗐད့ܰЯ ӷh reviewed the nature and scope of the annual audit and reporting (10) ᄗቇ̯α۹൪α࣏ᅕɾֲሔʥᆲ˞ʥዟ (10) obligations of the Independent Auditors for the Year; reviewed and ͓࣏ᅕɾంйஐͨhᄗቇʥғາͨ࣊ ৻ɾר࣏ᅕڈapproved the terms of engagement letters; fees for audit and non- ɾૈಁd˞ʥτᗐ࣏ᅕʥ audit services for the Year; ͂h
(11) reviewed and discussed internal audit reports prepared by Internal (11) ᄗቇʥদሃͅʑᄗ࣏ๅௐɾʑᄗ࣏ Audit Department; and ంйhʥ considered and approved the internal audit plan for the year 2011. (12) ϣᄬʥғɀཌྷȹȹαα۹ɾʑᄗི࣏߮e (12)
ɀཌྷȹཌྷααం
ɀཌྷȹȹαɍ˂ɀɊȹˀcᄗ࣏կࡗผᄗቇ̯כ On 21st March, 2011, the Audit Committee reviewed the Group’s final ٲα۹ɾͲαพᐜʥᄗ࣏၃ল৻ం̯כresults and draft audited consolidated financial statements for the Year. එ྆ ᆨeٱɾ
ജɁ
พඑ྆ 44
BOARD COMMITTEES (Cont’d) ໎ԑկࡗผᙩ
Audit Committee (Cont’d) ᄗ࣏կࡗผᙩ
t Independent Auditors ዟ͓࣏ᅕ
ਨϷڈዟ͓࣏ᅕॶАˮዟ͓ంйcዟ͓ړIn order to enhance independent reporting by Independent Auditors, INEDs ݯᆢ hold meeting(s) with the Independent Auditors without the presence of ໎ԑΕਨϷ໎ԑɺΕɎၤዟ͓࣏ᅕᐾϷผ the Executive Director. In addition, the engagement partner of the ᘪeϊ̔c߲ஐ̯ʔ࣏̇ᅕɮАؿዟ͓࣏ᅕ
พဳ؝ంй࣊ Independent Auditors is subject to periodical rotation, and the nature and ྑɁੀց౨ረcᄗ࣏կࡗผ͛ผဟဳዟ͓࣏ᅕͬ ˈሔֲټ৻ֺνɾ༭ר࣏ᅕʥ࣏ᅕڈratio of annual fees payable to Independent Auditors for non-audit services Ұαగ
৻ɾר࣏ᅕڈCorporate Governance Repor Corporate and for audit services are subject to scrutiny by the Audit Committee. A ԝeτᗐዟ͓࣏ᅕݯ̯ʔ̇ొԜ policy of non-audit services from Independent Auditors was established. ܧ೪ɰ͓߯eᄗ࣏կࡗผผϣᄬዟ͓࣏ᅕՇາ ᆢؿࢽऩᄈࠤעThe Audit Committee considers whether there is clear efficiency and value- ԑɾɮАผЯݯ̯ʔ̇Ԟ added benefit to the Company from that work being undertaken by the А͂dผЯྦྷԯᄗ߮ɮАؿዟֲֶ͓ዟ͓Ѽോ࿚ ࣏ᅕڈIndependent Auditors; whether there is adverse effect on the independence ι߲ࠍᄧᚊd഼ݯͅዟ͓࣏ᅕొԜɾ ࣏ᅕכྦྷޚ৻ɾֲሔ˞ʥП͂ʥᐢ߮͂ר of their audit work or the perception of such independence; the nature of the non-audit services envisaged to be provided by the Independent ͂ɾˋ̡eϊ̔c̯ʔ̇͛ઔढ़ȹࡨຑ˅າ͂ Ɂܧࡗˮ̯ͨඑ྆ঢ়ज़ϷکAuditors; and the related fee levels individually and in aggregate relative ዟ͓࣏ᅕࡗֶ eܪto the audit fees. In addition, a policy restricting the employment of ࡗֶল৻ᓻϽɾઉ employees or former employees of Independent Auditors as senior executives or financial positions with the Group has also been in place.
α۹ʑcዟ͓࣏ᅕᄗ࣏̯එ྆࿀ϭɀཌྷȹ̯כ During the Year, the Independent Auditors audited the consolidated ɾٲfinancial statements of the Group for the year ended 31st December, ཌྷαɊɀ˂ɍɊȹˀ˅α۹ɾ၃ল৻ం ࣏ڈat a fee of HK$2,280,000. The Independent Auditors had also been ͂ݯ2,280,000ಋʏeዟ͓࣏ᅕ͛ՇາొԜ 2010 ൬Ϸα۹Ꮞמᙩᗐட͚ܛ৻cగ̯ʔ̇ɾרengaged in providing non-audit service in relation to the annual review of ᅕ continuing connected transactions at a fee of HK$90,000. The relevant দc͂ݯ90,000ಋʏeᄗ࣏կࡗผɰᄗቇʥғ engagement letters had been reviewed and approved by the Audit ޚᗐɾາͨ࣊e Committee. cᄗ࣏կࡗผɰ࣓ኣࠗͅಋکᄗ࣏̯එ྆ሏ͌כ Prior to the commencement of the audit of accounts of the Group, the ᏎদዟڬAudit Committee had reviewed the Independent Auditors’ independence ผ߮ʔผཕ̠ɾผ߮ਿพኧΨΨ and objectivity as required under the Code of Ethics for Professional ͓࣏ᅕɾዟֲ͓۪ᜮֲdᏎদˢࠨؿາͨૈ Accountants issued by the Hong Kong Institute of Certified Public ಁdᄗֲ࣏ሔʥᆲc˞ʥంйஐͨe Accountants, reviewed the terms of their engagement as well as the nature and scope of the audit and reporting obligations.
Annual Report 2010
The Audit Committee was satisfied with the findings of their review of the ᄗ࣏կࡗผ෮ԯగዟ͓࣏ᅕɾາͨೡѵdࢽ engagement process, effectiveness, independence and objectivity of the ଅdዟֲ͓ʥ۪ᜮֲֺАˮɾᏎদe Independent Auditors.
α۹ɾంйஐֺͨೕˮɾ̯כA statement by the Independent Auditors about their reporting ዟ͓࣏ᅕగ֤೩ αంʑe̯כɰ༗עresponsibilities for the Year is set out in this annual report. ᐰ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 45
BOARD COMMITTEES (Cont’d) ໎ԑկࡗผᙩ
Remuneration Committee ᑀ༭կࡗผ
Corporate Governance Repor Role and Function ӯϳʥᓻॶ
พဳ؝ంй࣊ͬ ܧThe Remuneration Committee is responsible for reviewing and approving ᑀ༭կࡗผ߲ஐᏎদʥғֺτ໎ԑʥঢ়ज़Ϸ the existing remuneration policy for all Directors and senior executives. It Ɂࡗଊࣂɾᑀ༭ܧ೪eᑀ༭կࡗผ߲͛ஐ༦ ٲܘis also responsible for reviewing and approving performance-based ๑໎ԑผɺࣂ༦ɾͬพ͌ᅟcᏎদʥғ ɾੱ܌remuneration by reference to corporate goals resolved by the Board from ଊᔤցɾᑀ༭eᑀ༭կࡗผੀΕԯႏݯ ᐢസeܧᘪጺ˚࠹Ϸۺtime to time. It would consult the Chairman and CEO on the remuneration ؗɎగᑀ༭ proposals whenever it thinks fit. t
Meetings ผᘪ
ɀཌྷȹཌྷαɍ˂ɀɊʒˀʥȼכThe Remuneration Committee held two meetings in 2010, on 26th March ᑀ༭կࡗผʗП and 21st July respectively. Individual attendance of each member is ˂ɀɊȹˀᐾϷͳԭωผᘪeΈιࡗɾПˮ כʑeٲᑀ༭կࡗผผᘪˮত፣ȹכindicated in the table of “Attendance Records of Remuneration Committee ত፣༗ Meetings”. During the Year, the Remuneration Committee reviewed and ̯α۹ʑcᑀ༭կࡗผᏎদʥғਨϷ໎ԑʥঢ় ৻ԾᘪɾૈಁΣሬר༤ʥۿɁࡗɾᑀ༭ܧapproved the Executive Director’s and senior executives’ remuneration ज़Ϸ packages and the terms of service agreements as appropriate, and ratified ͂c˞ʥুႏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ the discretionary bonus to employees for the year ended 31st December, ˅α۹ೕࡗɾੱᔤց٦eᑀ༭կࡗผ͛ ਨϷ໎ԑЩჳს◸ͱ́ʥჳڈᘪੀۺThe Remuneration Committee also recommended to the Board to Ή໎ԑผ .2009 Ұα220,000ಋʏሁኬϭͅټadjust the remuneration of NEDs (namely Mr. Lau, Ming-wai and Ms. Amy ̽ᄫɤɡɾ༭ Lau, Yuk-wai) from HK$220,000 to HK$240,000 per annum. 240,000ಋʏe
Attendance Records of Remuneration Committee Meetings ᑀ༭կࡗผผᘪˮত፣
No. of meetings attended/held (Percentage of attendance in total) Name of members ιࡗΊီ ˮ / ᐾϷผᘪᅕ͌ᐢˮଅ
Mr. Chan, Kwok-wai (Chairman) ஹਝ৩ͱ́˚ 2/2 (100%) Ms. Phillis Loh, Lai-ping ᖓᗫഗɤɡ 2/2 (100%) (ͱ́ 2/2 (100%ژMr. Ma, Tsz-chun ࣂ
ᑀ༭կࡗผτ߬ࣂΉԯొԜਿพ෮כProfessional advice and sufficient resources would be given to the ̯ʔ̇ผ Remuneration Committee whenever it considers necessary in order to Ӯʥ˨ӷ༅c˞ԾХԯᄚϷᓻஐeผᘪত፣ɾ ᆨʥցᆨɰʗПသξеΈιࡗ˞Ԝ֤೩ొԜٱ discharge its duties. Draft and executed minutes of the meetings were Φ༗τသୀຝɾړsent in good time to all members for their comment and records ෮ӮʥΦᏌeʔ̇ो߲࣊ஐ respectively. Minutes of meetings recorded in sufficient details were kept ผᘪত፣e
ɀཌྷȹཌྷααం by the Company Secretary.
ജɁ
พඑ྆ 46
BOARD COMMITTEES (Cont’d) ໎ԑկࡗผᙩ
Remuneration Committee (Cont’d) ᑀ༭կࡗผᙩ
t Remuneration Policy for Executive Director ਨϷ໎ԑɾᑀ༭ܧ೪
೪˚߬͌ؿȽᜑܧ༤ɾᑀ༭ۿThe primary goal of the remuneration policy on executive director’s τᗐਨϷ໎ԑᑀ༭ remuneration package is to enable the Company to retain and motivate ̯ʔ̇˞ʔ̇͌ᅟݯጫ൴ᅟๅcੀਨϷ໎ԑɾᑀ ଊ㢕cᔄ˞ࢷजውਨϷ໎ԑe̯ʔٲExecutive Director by linking his compensation with performance as ༭ၤ
ʵࣂผϣͅዟ͓̔າܞพဳ؝ంй࣊ measured against corporate objectives. In determining guidelines for each ̇ҺցҰඖᑀ༭ʏॖɾͬ พ৻ɾʔֺ̇൬Ϸɾᑀ༭ሁ݅eٶޚcompensation element, the Company refers to remuneration surveys ᚋਐྦྷԑ
Corporate Governance Repor Corporate conducted by independent external consultants on companies operating in similar businesses.
৻cਨϷ໎רᑀ༭կࡗผғɾਨϷ໎ԑܘ As set out in the service agreement of the Executive Director approved by ݯҰα18,000,000ಋʏeᑀ༭կࡗผੀټthe Remuneration Committee, the Executive Director’s emolument is ԑɾ༭ ց౨ᏎদਨϷ໎ԑɾڬHK$18,000,000 per annum. The Remuneration Committee will review ࣓ኣԯᓻᚬᆲʥஃΨ ༤eۿthe remuneration package of Executive Director regularly pursuant to its ᑀ༭ terms of reference and the Code.
೪ܧਨϷ໎ԑɾᑀ༭ڈਨϷ໎ԑʥዟ͓ڈ Remuneration Policy for NEDs and INEDs
Ƚ๑ټਨϷ໎ԑɾ໎ԑڈਨϷ໎ԑʥዟ͓ڈ The Directors’ fees of NEDs and INEDs are subject to annual assessment αിЅe໎ܘwith reference to his/her duties and responsibilities and the prevailing ԯᓻ৻ၤஐͨʥࣂ̟ؗᔤցcԎ ਨϷ໎ԑڈਨϷ໎ԑʥዟ͓ڈmarket condition. Each NED and INED is entitled to a director’s fee of ԑผҺցʥғΈ 240,000ಋʏ༖˾αɐሁټHK$240,000 per annum (represent an increment of HK$20,000 from τᚬҰανՅ໎ԑ last year) as determined and approved by the Board. Reimbursement is 20,000ಋʏe֤೩˿Ᏽ˟గᄚϷᓻஐϤଐ́ allowed for out-of-pocket expenses incurred in connection with ɾྡྷ˟ʻe performance of their duties.
Nomination Committee ొΊկࡗผ
No Nomination Committee is established. At present, the Board is ̯ʔ̇Ԏಲι͓ొΊկࡗผeଊࣂc໎ԑผϣ responsible for the appointment of Directors, evaluation of the Board’s ߗɳܞʵc߲ஐ໎ԑɾկͨdྦྷ໎ԑผɾୂι൬ composition and the management of the Board’s succession with reference ϷിЅʥဳଉ໎ԑผɾᘗͨԑփe೩ܞʵͶˮ ᖫʥكਿพܢ˳to certain guidelines. These guidelines include appropriate professional ໎ԑผιࡗԮௐɾሬૈͧc ʥɁҌॶc˞ʥֺڌknowledge and industry experience, personal ethics, integrity and personal ϷพdɁኧΨd
Annual Report 2010 skills as well as time commitments of the Board members. It carries out ҙɃࣂංeԯਨϷܥፕʥઐᔈ໎ԑᓻϽ࠰ፕɁ າʔ̇Στ׃ϣᄬʵᔈɁፕʥկপܢ˳the process of selecting and recommending candidates for directorship ɾ༦ೡ including the consideration of referrals and engagement of recruitment ߬e໎ԑผ͛గᙩາੀঽͨɾ໎ԑАˮᏎদ ൪αɣผɐғe໎ԑผٖכᘪcԜٖۺfirms, whenever necessary. The Board also reviews and recommends the ʥ re-appointment of retiring Directors for shareholders’ approval at the annual ੀΐᎶ̯ʔ̇พ৻ֺcϷԚԯ࣓ኣ̯ʔ̇ɾʔ 94ૈɾᚬɈկͨᔾ̔໎ԑeڬgeneral meetings. The Board shall exercise its power under Bye-law 94 of ̇ୀ the Company’s Bye-laws to appoint additional Director(s) whenever the business of the Company requires.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 47
ڬɾᅟๅΨמMODEL CODE FOR SECURITIES TRANSACTIONS ᖬԴ͚ cԯڬɾΨמThe Company has adopted a code of conduct regarding securities ̯ʔ̇ɰઔढ़ȹࡨ໎ԑ൬ϷᖬԴ͚ ፣Ɋɐ̟ೕϷɁ໎ԑ൬Ϸᖬڃڬtransactions by Directors on terms without deviation from the required ૈಁၤɐ̟ஃ
Corporate Governance Repor ֺஃցɾᅟๅڬᅟๅΨڬؿᅟๅΨמstandard set out in the Model Code for Securities Transactions by Directors Դ͚ cֺτ໎ԑ܃ᆢ݅עof Listed Issuers (the “Model Code”) contained in Appendix 10 to the Пಲଔe̯ʔ̇Аˮ
พဳ؝ంй࣊ͬ ֺஃցڬα۹ʑፓΨᅟๅΨ̯כListing Rules. All Directors, after specific enquiries by the Company, яɰᆢႏ֤೩ɰ eڬΨמ߸ɾ͚کconfirmed that they had complied with the required standard set out in ɾᅟๅʥ the Model Code and the said code of conduct during the Year.
ɾΨמThe Company has also adopted a code of conduct regarding securities ̯ʔ̇͛ɰઔढ़ȹࡨτᗐࡗ൬ϷᖬԴ͚
ֺஃցɾᅟๅe̯ʔ tڬᅟๅΨכcԯૈಁɺႫڬ transactions by relevant employees on terms no less exacting than the required standard set out in the Model Code. All the relevant employees ̇ɰ߬ұֺτΐԯᓻϽֶϽϤร˿ॶుోτᗐ (“Relevant Employees”) who, because of office or employment, are likely ̯එ྆ᖬԴɾ̰ʔ̠ძࣟણ༅ࢿɾτᗐࡗ ൕሒ̯ʔ̇ᖬԴࣂፓΨΨכto be in possession of unpublished price-sensitive information in relation τᗐࡗc cֺττᗐࡗя܃ᆢ݅עe̯ʔ̇Аˮڬ to the Group’s securities had been requested to follow such code when ֺஃցɾڬ߸Ψکα۹ʑፓΨ̯כdealing in the securities of the Company. All Relevant Employees, after ɰᆢႏ֤೩ɰ specific enquiries by the Company, confirmed that they had complied ᅟๅe with the required standard set out in the said code during the Year.
INTERNAL CONTROL ʑဟઁ
ʔ̇Ѣഁؿʑဟઁӡʥ̯ܛThe Board is responsible for maintaining an adequate system of internal ໎ԑผ߲ஐၐ control in the Company and reviewing its effectiveness through the Audit ༦ᄗ࣏կࡗผᏎদԯࢽॶeঢ়ज़ဳଉᄙ߲ஐྡྷܪ Committee. The senior management is responsible for implementation of ϊʑဟઁӡeʑᄗ࣏߲ஐᏎদޚᗐɾল such system of internal control. Internal Audit Department is responsible ৻dᏪ༜dဟઁઁԹʥࠓ፮ဳଉ˲ॶcԎੀᏎদ ᘪొ͚ᄗ࣏կࡗผeۺfor reviewing relevant financial, operational and compliance controls and ʥ risk management functions and reporting their findings and advice to the Audit Committee.
Annual Review α۹Ꮞদ
Based on the annual assessment made by the Independent Auditors and ࣓ኣዟ͓࣏ᅕɾα۹ിЅ˞ʥʑᄗֺ࣏ѧ the works done by Internal Audit Department, the Audit Committee and ιɾɮАcᄗ࣏կࡗผʥ໎ԑผྦྷ̯එ྆ɾʑ the Board are satisfied with the effectiveness of the system of internal ဟઁӡࢽଅԷ෮cԎᐢi– control of the Group and concluded that:–
α۹ʑɰፓΨτᗐʑဟઁɾ̯כthe Company had complied with the Code Provisions in respect of (1) ̯ʔ̇ (1) ʼhૈڬinternal control during the Year; Ψ
ɀཌྷȹཌྷααం (2) a framework of prudent and effective controls had been established (2) ̯එ྆ɰஉ͓ᄗʥτࢽɾဟઁܼ࿚˞ᖫ to identify, evaluate and manage the risks; ПdിЅʥဳଉࠓ፮h
(3) internal control and accounting systems of the Group were efficient (3) ̯එ྆ɾʑဟઁʥผ߮ӡᙔτࢽʥ˨ӷh
and adequate; ജɁ
พඑ྆ 48
INTERNAL CONTROL (Cont’d) ʑဟઁᙩ
Annual Review (Cont’d) α۹Ꮞদᙩ
t (4) significant risks that may influence the Group had been identified, (4) ̯ʔ̇ɰ༦ܛᙩဟྦ༦ೡᖫПdിЅʥ evaluated and managed through the ongoing monitoring process; ဳଉ˿ॶᄧᚊ̯එ྆ɾࠇɣࠓ፮hʥ and
ᏵဳଉᄙᚬϤਨϷeמmaterial transactions were executed with the management’s (5) ̯එ྆ɾࠇɣ͚ (5)
.พဳ؝ంй࣊ authorisationͬ
Corporate Governance Repor Corporate Internal Audit ʑᄗ࣏
અΉقʔ̇ɾဳଉᄙcԎ̯כInternal Audit Department reports directly to the Audit Committee and is ʑᄗ࣏Ƚዟ͓ –independent of the Company’s management, with key tasks to:– ᄗ࣏կࡗผමంcԯ˚߬ɮАݯi
અઅقԯႏݯτ߬ࣂc˞ಲࠉԹᚬɈכ (assess and monitor internal controls of the Group with unrestricted (1 (1) direct access right to any levels of management whenever it ᘩͨЄဳଉᄙc˞ിЅʥဟྦ̯එ྆ɾʑ considered necessary; ဟઁh
(2) conduct comprehensive internal audits of the practices and (2) ց౨గ̯එ྆ɾஃʥೡѵdνɃ procedures, income and expenditures, and internal control of all ʻcʥֺτพ৻௰Ͻɾʑဟઁ൬Ϸ၃ business units of the Group on a regular basis; and ʑᄗ࣏hʥ carry out special reviews and investigations on areas of concern (3) ྦྷဳଉᄙֺᖫПᎶᗐ؇ɾᆲᕿ൬ϷऋПᏎ (3) identified by the management for corrective actions. দʥሁ݅c˞Аˮٍ̳e
Internal Audit Department produces an annual internal audit plan based on a ʑᄗ࣏˞ࠓ፮ിЅؒԹցα۹ʑᄗ࣏߮ risk assessment methodology for the Audit Committee’s approval. Internal ིcԎ͚ͅᄗ࣏կࡗผғeʑᄗ࣏ɮАȽܘ audits are carried out on a regular basis according to the approved plan. ғɾི߮ց౨൬Ϸeʑᄗ࣏ੀ၃ᄗ࣏ ᘪɾʑᄗ࣏ంйɺࣂе͚ʀᄗ࣏կࡗۺInternal audit reports summarising audit findings and recommendations are ʥ ʑᄗ࣏ɮАכړprepared from time to time for the Audit Committee’s review and discussion. ผᄗቇʥদሃeဳଉᄙ߲ஐᆢ ଉࣂංʑٍ̳eʑᄗ࣏כManagement is responsible for ensuring that control weaknesses highlighted ɻᖫПɾဟઁᒨ ΔྡྷϷe܌τЯܪᗐٍ̳ઉޚin internal audits are rectified within a reasonable period. Internal Audit ผဟྦ Department would monitor the proper implementation of corrective measures.
α۹ʑcʑᄗ࣏ͳ൬Ϸȿʄωʑᄗ̯כ During the Year, Internal Audit Department had conducted five internal
Annual Report 2010 audits, relevant reports had been submitted to the Audit Committee for ࣏cτᗐంй͛ɰొеᄗ࣏կࡗผϣᄬeᄗ࣏կ consideration. The Audit Committee was satisfied with the works done by ࡗผྦྷʑᄗֺ࣏ѧιɾɮАԷ෮e the Internal Audit Department.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 49
COMMUNICATIONS WITH SHAREHOLDERS ၤٖɾ
ɣผݯʔ̇ၤٖɾංӪΡɾٖڌThe Company acknowledges that general meetings are good ̯ʔ̇૯ communication channel with shareholders that the Directors and the ಒ༞cԎར໎ԑʥ໎ԑկࡗผ˚ˮٖ
Corporate Governance Repor chairman of the Board committees are encouraged to attend and answer ɣผʥ೮τᗐٖొਐeɣͫ໎ԑdᄗ࣏կ questions from shareholders at general meetings. Majority of the Directors, ࡗผʥᑀ༭կࡗผ˚ᐲዟ͓࣏ᅕяτˮ
พဳ؝ంй࣊ͬ eߗɳዟ͓໎ԑկۍthe chairman of the Audit Committee and the Remuneration Committee 2010ٖ൪αɣผ˞ΑᎶ ɀཌྷȹཌྷαȼ˂ȼˀᐾϷɾכas well as the Independent Auditors had attended and were available to ࡗผผࡗ͛ɰˮ answer questions at the 2010 AGM. Certain members of the independent ٖऋПɣผ˞೮ٖొਐe board committee were also available at the special general meeting held on 7th July, 2010 to address the shareholders’ queries.
t
Έٖɣผնࣂcɣผ˚Ήٖᘷ˞ҙכ At the commencement of each general meeting, the chairman of the ҺೡѵٲᗐޚҺؿೡѵcԎࢀஈٖ˿గٲmeeting had explained the procedures for conducting a poll to the ʿβ Έٖɣผɐcɣผ˚ొеዟ͓כshareholders and the shareholders were allowed to raise any question Аˮొਐe Һٲconcerning the poll procedures. At each of the meetings, separate Һᘪ࣐cԎొ͚ʀٖҙeτᗐҙ (ʔ̇၉ॎ(www.chineseestates.com̯כ˿resolutions were proposed by the chairman of the meeting and put forward ɾੱ to the shareholders for poll voting. Details of poll results are available at ᓒᙴe the Company’s website (www.chineseestates.com).
As a channel to promote effective communication, the Company maintains ݯొঢ়ιࢽc̯ʔ̇உτʔ̇၉ॎ එ྆༅ࢿe̯יa corporate website (www.chineseestates.com) to disseminate the Group’s (www.chineseestates.com)c˞ೕ ߲ஐΑᎶ̯ʔ̇ɾҙ༅者ʥʔଠɾڝinformation. Investor Relations Department is responsible for answering ҙ༅者ᗐ enquiries raised by the investors of the Company and the general public. ݅e
Ήҙ༅עA corporate communications manual has been in place, which provides ̯ʔ̇ɰႇௐȿȹͫͬพʹ˫c߯ ˿ʵcᆢցܞguidance for coordinating the disclosure of material information to investors, 者dʗࡗʥඨఌׄᚉࠇ߬༅ࢿɾ ᗐޚցၤΈСऩވʔ̇ೕӰɾɁɡc˞ʥ̯ٲanalysts and media, identifies who could speak on the Company’s behalf, ˤ and outlines the responsibility for communication with various stakeholder ྆ɾஐͨe groups.
CONCLUSION ᐢ
ผϤӰمʥஃྦྷਆพڬพဳ؝ࡈͬڌޚThe Company believes that corporate governance principles and practices ̯ʔ̇ are essential to the business communities. Ongoing effort will be put to ϭᗐࠇ߬cܨ̯ʔ̇͛ੀܛᙩɺࣂᏎদԯͬพဳ review its corporate governance practices from time to time so as to ؝ஃc˞ଲྊɐɾᔝᛰe̯ʔ̇ੀߎɈၐ ʥ˱ੜԯͬพဳ؝ᅟๅʥሔॖeܛ accommodate the changing circumstances. The Company will strive to maintain and strengthen the standard and quality of its corporate governance.
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 50 Directors’ Report ໎ԑผంй࣊
The directors of the Company (the “Directors” or the “Board”) present to ̯ʔ̇໎ԑ໎ԑֶ໎ԑผᔑϊΉٖొе ᙔʔ̯̇එڃthe shareholders their report together with the audited consolidated ໎ԑผంй࣊ட̯ʔ̇ʥԯ financial statements of the Company and its subsidiaries (the “Group”) ྆࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹̯ eٲfor the year ended 31st December, 2010 (the “Year”). α۹ɾᄗ࣏၃ল৻ం
PRINCIPAL ACTIVITIES ˚߬พ৻
ڃα۹ʑc̯ʔ̇ݯȹංҙ༅ઁٖʔ̇cԯ̯כ During the Year, the Company acted as an investment holding company ৻dᖬרพҙ༅ʥೕࢄdذand its subsidiaries were principally engaged in property investment and ᙔʔ̇˚߬ԑ พ৻eמʗሻʥൗۂඦʥʝїיdevelopment, brokerage, securities investment, money lending and Դҙ༅d cosmetics distribution and trading.
OPERATING SEGMENTS INFORMATION Ꮺʗᗘ༅ࢿ
The Group’s revenue and contribution to loss for the Year from operations ̯එ྆˞˚߬พ৻ིʗɾνऩʥ̯α۹Ꮺᑋฌ ഽ7ʥ8eڃٲ၃ল৻ంכanalysed by principal activities are set out in Notes 7 and 8 to the ʗ༗ consolidated financial statements.
ᙔʔ̇ʥᐲᏪʔ̇ڃ SUBSIDIARIES AND ASSOCIATES
ᙔڃɀཌྷȹཌྷαɊɀ˂ɍɊȹˀɾ˚߬כParticulars of the Company’s principal subsidiaries and associates as at ̯ʔ̇ ٲ၃ল৻ంכ31st December, 2010 are set out in Notes 55 and 56 to the consolidated ʔ̇ʥᐲᏪʔ̇ɾੱcʗП༗ ഽ55ʥ56eڃ .financial statements respectively
RESULTS AND APPROPRIATIONS พᐜʥʗ
71ࠒɾ၃Ͳࠍνכα۹ɾพᐜ༗̯כThe results of the Group for the Year are set out in the consolidated ̯එ྆ ʑeٲstatement of comprehensive income on page 71. ऩం
No interim dividend was declared for the Year (2009: HK2 cents per ̯α۹Ԏಲۧݢɻ౨ٖࢠɀཌྷཌྷȾαiҰٖ2ಋ share). The Board had declared a special dividend of HK40 cents per ˦e໎ԑผɰݢ˟ऋПٖࢠҰٖ40ಋ˦ɀཌྷཌྷ ᘪݢ˟̯α۹ɾۺshare (2009: HK63 cents). The Board resolved to recommend the payment Ⱦαi63ಋ˦e໎ԑผᘪҺ of a final dividend of HK1 cent per share (2009: HK1 cent) for the Year. ̱౨ٖࢠҰٖ1ಋ˦ɀཌྷཌྷȾαi1ಋ˦e
FINANCIAL SUMMARY ল৻ล߬
כA summary of the results, assets and liabilities of the Group for the last ̯එ྆༦˾ʄαɾพᐜd༅ଐʥ߲ඦล߬༗ five years is set out on pages 201 and 202. 201ʥ202ࠒʑe
Annual Report 2010 พذPRINCIPAL PROPERTIES ˚߬
พذɀཌྷȹཌྷαɊɀ˂ɍɊȹˀɾ˚߬כDetails of the principal properties of the Group as at 31st December, ̯එ྆ 203ϭ216ࠒʑeכare set out on pages 203 to 216. ੱ༗ 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 51
พʥԯˢ՞ց༅ଐذ PROPERTIES AND OTHER FIXED ASSETS
כα۹ʑɾᛰ৽ੱؗ༗̯כพʥԯˢ՞ց༅ଐذ Movements in properties and other fixed assets during the Year are set ഽ22eڃٲout in Note 22 to the consolidated financial statements. ၃ল৻ం
พ Directors’ ReporذINVESTMENT PROPERTIES ҙ༅
໎ԑผంй࣊
α۹ʑc̯එ྆˞ᐢˤძ101,426,000ಋ̯כ During the Year, the Group acquired certain leasehold properties in Hong ࠗכKong for a total consideration of approximately HK$101,426,000 (2009: ʏɀཌྷཌྷȾαi3,085,000ಋʏᑪɃߗɳϽ α۹ʑ͛ˮਕᐢሏࠍ̯כพe̯එ྆ذHK$3,085,000). Investment properties with an aggregate net book value ಋɾै༉
t of approximately HK$3,278,930,000 (2009: HK$390,224,000) were ૱ࠤ3,278,930,000ಋʏɀཌྷཌྷȾαi พeذdisposed of during the Year. 390,224,000ಋʏɾҙ༅
כพɾᛰ৽ੱ༗ذα۹ʑɐ߸ʥԯˢҙ༅̯כ Details of the above and other movements in investment properties during ഽ21eڃٲthe Year are set out in Note 21 to the consolidated financial statements. ၃ল৻ం
̯ٖ SHARE CAPITAL
၃লכα۹ʑɾᛰ৽ੱؗ༗̯כMovements in the share capital of the Company during the Year are set ̯ʔ̇ɾٖ̯ ഽ46eڃٲout in Note 46 to the consolidated financial statements. ৻ం
RESERVES ௐ
76ʥכα۹ʑɾᛰ৽ੱؗ༗̯כMovements in the reserves of the Group during the Year are set out on ̯එ྆ɾௐ pages 76 and 77. 77ࠒʑe
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀc࣓ኣϛᄮ༠ȹȾכ As at 31st December, 2010, the Company’s reserves available for ˿distribution, calculated in accordance with the Companies Act 1981 of Ʉȹαʔ̇ؒ࠳߯ɾஃց့ֺ߮c̯ʔ̇ Bermuda (as amended), amounted to approximately HK$2,708,426,000 Ԝʗݢɾௐݯ2,708,426,000ಋʏɀཌྷཌྷȾ (2009: HK$29,117,000). αi29,117,000ಋʏe
GROUP BORROWINGS AND INTEREST එ྆ࠥ൘ʥᅆ˨༅̯ɾСࢠ CAPITALISED
ᑹɾႺϷ൘ಁʥԯˢ൘ಁكܘȹαʑֶכDetails of bank loans and other loans repayable within one year or on ౨Ⴚٽؿאeτٲؗంر၃ল৻כdemand are shown in the consolidated statement of financial position. ɾੱ༗ ഽڃٲ၃ল৻ంכDetails of long-term secured bank loans and other loans are shown in Ϸ൘ಁʥԯˢ൘ಁɾੱ༗ Note 42 to the consolidated financial statements. 42e
α۹ᅆ˨༅̯ɾСࢠݯ43,129,000ಋ̯כInterest capitalised during the Year by the Group amounted to ̯එ྆
HK$43,129,000 (2009: HK$22,408,000). ʏɀཌྷཌྷȾαi22,408,000ಋʏe ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 52
PRE-EMPTIVE RIGHTS ͱᑪൕᚬ
Ԏ܁ϛᄮ༠ഽ˫ι͓ċؒᑲਂɾؒכNo pre-emptive rights exist under the laws of Bermuda, being the ̯ʔ̇ jurisdiction in which the Company is incorporated. ಲΦΕͱᑪൕᚬe
PURCHASE, SALE OR REDEMPTION OF THE ᑪൕdˮਕֶᚿΑ̯ʔ̇ɐ̟ COMPANY’S LISTED SECURITIES ᖬԴ
ֺτࠉʔ̇מࠗಋᐲ͚כα۹ʑc̯ʔ̯̇כ During the Year, the Company purchased a total of 42,381,000 ordinary
໎ԑผంй࣊ shares of HK$0.10 each on The Stock Exchange of Hong Kong Limited ᐲֺ͚ᑪΑͳ42,381,000ٖҰٖࠍࠤ0.10
Directors’ Report the “Stock Exchange”) at an aggregate consideration of HK$535,027,880. ಋʏɾౝٖcᐢˤძݯ535,027,880ಋʏeֺ) All of the purchased shares were cancelled. τᑪΑٖͫɰഽሻe
Total number of Month of the ordinary shares Highest price paid Lowest price paid Aggregate the purchases purchased per share per share consideration ൬ϷᑪΑɾ˂ͫ ֺᑪΑౝٖᐢᅕ ɰ˟Ұٖঢ়ძ ɰ˟ҰٖГძ ᐢˤძ HK$ HK$ HK$ ಋʏ ಋʏ ಋʏ
May 2010 25,355,500 12.86 11.44 307,433,050 ɀཌྷȹཌྷαʄ˂ June 2010 14,153,500 13.72 12.64 187,378,350 ɀཌྷȹཌྷαʒ˂ July 2010 2,872,000 14.08 13.90 40,216,480 ɀཌྷȹཌྷαȼ˂
42,381,000 535,027,880
Ұٖ༅ଐ૱ࠤɾҗᜑძᑪܘThe Directors considered that the aforesaid shares were purchased at a ໎ԑႏݯɐ߸ٖͫȽ discount to the net asset value per share and resulted in an increase in Αc˥ࣂɰೕϷٖͫɾҰٖ༅ଐ૱ࠤᄈ˱e the net asset value per share then in issue.
כᙔʔ̇ڃSave as disclosed herein, neither the Company nor any of its subsidiaries ɐ߸ֺׄᚉ者̔c̯ʔֶ̇ԯͨЄ had purchased, sold or redeemed any of the Company’s listed securities ̯α۹ʑลಲᑪൕdˮਕֶᚿΑ̯ʔ̇ͨЄɐ̟ during the Year. ᖬԴe
Annual Report 2010 CHARITABLE DONATIONS ෯ഁࢶಁ
α۹ʑɾ෯ഁࢶಁᔾݯ438,000ಋʏ̯כCharitable donations made by the Group during the Year amounted to ̯එ྆ HK$438,000 (2009: HK$385,000). ɀཌྷཌྷȾαi385,000ಋʏe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 53
MAJOR CUSTOMERS AND SUPPLIERS ˚۪߬ʸʥԜᎶਆ
α۹ʑЌ̯එ྆ɾᏪพᐢᔾ̯כThe five largest customers of the Group amounted to less than 30% of ̯එ྆ʄɣ۪ʸ 30%eכthe total turnover to the Group during the Year. ʭ
The aggregate purchases attributable to the Group’s largest supplier and ̯α۹̯එ྆ɾɣԜᎶਆʥʄɣԜᎶਆɾୃ߮ Directors’ Repor
໎ԑผంй࣊ five largest suppliers accounted for approximately 25% and 72% of the ᑪஒᐢᔾʗПЌ̯එ྆ᑪஒᐢᔾɾ25%ʥ Group’s total purchases for the Year respectively. 72%e
t كAt no time during the Year did a Director, an associate of a Director or a ໎ԑd໎ԑɾᐲᖎɁֶ̯ʔٖ̇ኣ໎ԑֺ α۹ʑͨЄࣂ̯כshareholder of the Company (which to the knowledge of the Directors ኟτ̯ʔٖ̯̇൚༦5%ลಲ එ྆ʄɣԜᎶਆɾɻኟτᚬऩe̯כown more than 5% of the Company’s share capital) have an interest in ࠰ any of the Group’s five largest suppliers.
DIRECTORS ໎ԑ
–ϭ̯ంй࣊ˀ౨˅c໎ԑݯiقα۹ʑʥ̯כ –:The Directors during the Year and up to the date of this report were
Executive Director: ਨϷ໎ԑi Mr. Joseph Lau, Luen-hung (Chairman and Chief Executive Officer) ჳᝄඐͱ́˚ʥϷܧᐢസ
ਨϷ໎ԑiڈ :Non-executive Directors Mr. Lau, Ming-wai (Vice Chairman) ჳს◸ͱ́৹˚ Ms. Amy Lau, Yuk-wai ჳ̽ᄫɤɡ
ਨϷ໎ԑiڈIndependent Non-executive Directors: ዟ͓ Mr. Chan, Kwok-wai ஹਝ৩ͱ́ Ms. Phillis Loh, Lai-ping ᖓᗫഗɤɡ ͱ́ژMr. Ma, Tsz-chun ࣂ
111ૈcᖓᗫഗɤɡʥڬMs. Phillis Loh, Lai-ping and Mr. Ma, Tsz-chun will retire from office by ࣓ኣ̯ʔ̇ɾʔ̇ୀ ͱ́ੀΕЩੀᐾϷɾٖ൪αɣผɐረژrotation at the forthcoming annual general meeting pursuant to Bye-law ࣂ of the Bye-laws of the Company and Mr. Joseph Lau, Luen-hung will йঽݯ໎ԑcϤჳᝄඐͱ́ੀΕٖ൪αɣผ 111 retire from office voluntarily at such annual general meeting, all being ɐϬᗙঽͨݯ໎ԑc֤೩я༅ࣟʥᗙ෮ᐶፕட พဳͬכeligible and offer themselves for re-election. The relevant details of Mr. ͨeτᗐჳᝄඐͱ́Ϭᗙйঽɾੱ༗ Joseph Lau, Luen-hung’s voluntary retirement are stipulated in page 39 of ؝ంй࣊ʑ39ࠒe Corporate Governance Report.
৻רSERVICE CONTRACTS OF DIRECTORS ໎ԑ
ᙔʔ̇Ԏಲၤ໎ԑᖋ߯ͨЄȹ ɀཌྷȹཌྷααంڃNone of the Directors has a service contract with the Company or any of ̯ʔֶ̇ԯͨЄ its subsidiaries which is not determinable by the employer within one αʑߗͅ˚ୄ˅ࣂАˮላؒցላ ৻eרyear without payment of compensation (other than statutory ̔ɾ compensation).
ജɁ
พඑ྆ 54
ʔ̯̇כɁࡗܧDIRECTORS’ AND CHIEF EXECUTIVES’ ໎ԑʥঢ়Ϸ ᐲؒ྆ɾᖬԴᚬऩޚINTERESTS IN THE SECURITIES OF THE ʥ COMPANY AND ASSOCIATED CORPORATIONS
ܧɀཌྷȹཌྷαɊɀ˂ɍɊȹˀc໎ԑʥঢ়Ϸכ As at 31st December, 2010, the interests and short positions of the ᐲؒ྆ցຮӮᖬԴʥޚʔֶ̇ԯͨЄ̯כDirectors and chief executives of the Company in the shares, underlying Ɂࡗ ᐲޚؿܞshares and debentures of the Company or any of its associated corporations ౨ஒૈԝᖬԴʥ౨ஒૈԝXVֺ ᗐٖͫʥඦԴɻኟτɾᚬऩʥޚwithin the meaning of Part XV of the Securities and Futures Ordinance ؒ྆ɾٖͫd) (the “SFO”)) as recorded in the register kept by the Company pursuant to ࠸cܘ̯ʔ࣓̇ኣᖬԴʥ౨ஒૈԝ352ૈௐ
ɐڬ໎ԑผంй࣊ section 352 of the SFO or as otherwise notified to the Company and the Φɾত˫ֺ༗ֶ࣓ኣᐲֺ͚ᖬԴɐ̟ஃ
Directors’ Report ፣Ɋֺ༗ɾɐ̟ೕϷɁ໎ԑ൬ϷᖬڃڬStock Exchange pursuant to the Appendix 10 of Model Code for Securities ̟ஃ –ผ̯ʔ̇ʥᐲֺ͚ΣɎiكڬؿᅟๅΨמTransactions by Directors of Listed Issuers contained in the Rules Governing Դ͚ the Listing of Securities on the Stock Exchange (the “Listing Rules”) were as follows:–
I The Company ̯ʔ̇
Percentage of Number of Issued Share Name of Directors Shares Held Note Capacity Capital ˈഽ Ӹͫ ɰೕϷٖ̯ϛʗڃ ᅕٖ͌ͫܛ໎ԑշΊ ֺ
Joseph Lau, Luen-hung 230,984,820 (1) Founder and beneficiary of trust প͓ɁʥՇऩɁڌ (”Mr. Joseph Lau“) ჳᝄඐჳᝄඐͱ́ 1,198,658,948 (2) Founder and beneficiary of trust প͓ɁʥՇऩɁڌ
1,429,643,768 74.94%
Lau, Ming-wai (“Mr. MW Lau”) 230,984,820 (1) Beneficiary of trust পՇऩɁڌ ჳს◸ჳს◸ͱ́
1,198,658,948 (2) Beneficiary of trust পՇऩɁڌ
1,429,643,768 74.94%
Annual Report 2010 ഽiڃ :Notes
পංઅኟτeჳᝄඐͱ́ڌThese shares were indirectly owned by a discretionary trust of which (1) ೩ٖͫͅȹඖੱ (1) পɾ͓Ɂeჳᝄඐͱ́dჳს◸ͱ́ʥڌMr. Joseph Lau was the founder. Mr. Joseph Lau, Mr. MW Lau and ݯ পɾڌݯڬcertain other family members of Mr. Joseph Lau were eligible ჳᝄඐͱ́ɾߗɳԯˢࡼપιࡗ beneficiaries of that trust. ༅ࣟՇऩɁe
τeჳᝄඐͱ́ܛټপਥڌThese shares were held by a unit trust of which Mr. Joseph Lau was (2) ೩ٖͫͅȹඖ௰Ͻ (2) ټপਥڌτɁe௰ϽܛԯɻȹΊ௰Ͻټone of the unit holders. The rest of the units in the unit trust were ݯਥ পኟτcჳᝄඐͱ́ݯڌheld by a discretionary trust of which Mr. Joseph Lau was the founder. ɾɎ௰Ͻͅȹඖੱ পɾ͓Ɂeჳს◸ͱ́ʥჳᝄඐͱ́ɾߗڌMr. MW Lau and certain other family members of Mr. Joseph Lau পɾ༅ࣟՇऩڌݯੱڬwere eligible beneficiaries of the discretionary trust. ɳԯˢࡼપιࡗ Ɂe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 55
ʔ̯̇כɁࡗܧDIRECTORS’ AND CHIEF EXECUTIVES’ ໎ԑʥঢ়Ϸ ᐲؒ྆ɾᖬԴᚬऩᙩޚINTERESTS IN THE SECURITIES OF THE ʥ COMPANY AND ASSOCIATED CORPORATIONS (Cont’d)
II Associated Corporations of the Company Directors’ Repor
໎ԑผంй࣊ ᐲؒ྆ޚʔ̇ɾ̯
1. Chi Cheung Investment Company, Limited (“Chi Cheung”) ϭନສพτࠉʔ̇ϭନ
t
Percentage Number of of Issued Name of Director Shares Held Note Capacity Share Capital ˈഽ Ӹͫ ɰೕϷٖ̯ϛʗڃ ᅕٖ͌ͫܛ໎ԑշΊ ֺ
Mr. Joseph Lau 209,931,186 (1) Founder of trust, 61.96% ჳᝄඐͱ́ beneficiary of trust and interest in controlled corporation পՇऩɁڌপ͓Ɂdڌ ՇઁԹʔ̇ɾᚬऩכʥ
2. G-Prop (Holdings) Limited (“G-Prop”) ͽټͽͬพτࠉʔ̇ټ
Percentage Number of of Issued Name of Director Shares Held Note Capacity Share Capital ˈഽ Ӹͫ ɰೕϷٖ̯ϛʗڃ ᅕٖ͌ͫܛ໎ԑշΊ ֺ
Mr. Joseph Lau 1,018,380,590 (2) Founder of trust, ჳᝄඐͱ́ beneficiary of trust and interest in controlled corporation পՇऩɁڌপ͓Ɂdڌ ՇઁԹʔ̇ɾᚬऩכʥ
493,678,883 (3) Interest in controlled corporation ՇઁԹʔ̇ɾᚬऩכ
1,512,059,473 62.26%
ഽiڃ :Notes
Mr. Joseph Lau, by virtue of his 74.94% interests in the issued (1) ̳ΣɐʼIݒֺׄᚉcჳᝄඐͱ́ΐኟτ̯ʔ̇ (1) ʔ̯כ഼ݯܨshare capital of the Company as disclosed in paragraph I above, ɰೕϷٖ̯ɻ74.94%ɾᚬऩc
ɀཌྷȹཌྷααం ܛᙔʔ̇Billion Up Limitedڃwas deemed to be interested in 209,931,186 shares of Chi ̇ɾංઅͲ༅ኟτ Cheung held by Billion Up Limited, an indirect wholly-owned τɾ209,931,186ٖϭନٖͫɻኟτᚬऩe subsidiary of the Company.
Mr. Joseph Lau, by virtue of his 74.94% interests in the issued (2) ̳ΣɐʼIݒֺׄᚉcჳᝄඐͱ́ΐኟτ̯ʔ̇ (2) ʔ̯כ഼ݯܨshare capital of the Company as disclosed in paragraph I above, ɰೕϷٖ̯ɻ74.94%ɾᚬऩc
ജɁ τɾܛτࠉʔ̇קᙔʔ̜̇ڃwas deemed to be interested in 1,018,380,590 shares of G- ̇ɾංઅͲ༅ኟτ ͽٖͫɻኟτᚬऩeټProp held by Mass Rise Limited, an indirect wholly-owned 1,018,380,590ٖ subsidiary of the Company. พඑ྆
Such interests were held by a company of which Mr. Joseph (3) ೩ᚬऩͅȹං˞ჳᝄඐͱ́Аݯȹୄྡྷऩ (3) Lau was the sole ultimate beneficial owner. ኟτɁɾʔ̇ܛτe 56
ʔ̯̇כɁࡗܧDIRECTORS’ AND CHIEF EXECUTIVES’ ໎ԑʥঢ়Ϸ ᐲؒ྆ɾᖬԴᚬऩᙩޚINTERESTS IN THE SECURITIES OF THE ʥ COMPANY AND ASSOCIATED CORPORATIONS (Cont’d)
All the interests stated above represent long positions. The percentage ɐ߸ֺτᚬऩяݯΡ࠸eֺᛷ͐ؿϛʗˈݯ̯ʔ ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀֺኟτכshown was the number of shares the relevant Directors were interested ̇τᗐ໎ԑ in expressed as a percentage of the number of issued shares as at 31st ɾٖͫᅕ͌ЌɰೕϷٖͫᅕ͌ɾϛʗˈe December, 2010.
໎ԑผంй࣊
Directors’ Report ɀཌྷȹཌྷαɊɀ˂ɍɊȹכSave as disclosed above, none of the other Directors and chief executives ɐʼֺׄᚉ者̔c Ɂࡗลಲኟτֶ࣓ኣᖬԴʥܧof the Company had or were deemed under the SFO to have any interests ˀc໎ԑֶঢ়Ϸ ᐲؒ྆ցޚor short positions in the shares, underlying shares or debentures of the ౨ஒૈԝ഼ݯኟτ̯ʔֶ̇ԯͨЄ ᐲؒ྆ɾޚؿܞCompany or any of its associated corporations (within the meaning of ຮӮᖬԴʥ౨ஒૈԝXVֺ ᗐֶٖͫඦԴɾͨЄᚬऩֶ࠸eޚPart XV of the SFO) as at 31st December, 2010. ٖͫd
Ɂࡗ˞ʥ֤೩ɾܧα۹ʑc໎ԑֶঢ়Ϸ̯כ During the Year, none of the Directors and chief executives of the Company ˿nor their spouses or children under 18 years of age were granted or had ৫ֶɊɄั˞ɎɾɥɤลಲᏵʀֶϷԚͨЄ ᐲؒ྆ɾͨЄᖬԴɾᚬޚexercised any right to subscribe for any securities of the Company or any ႏᑪ̯ʔֶ̇ԯͨЄ of its associated corporations. Сe
ʔ̇ɾᖬԴᚬऩ̯כSUBSTANTIAL SHAREHOLDERS’ INTERESTS IN ˚ٖ߬ THE SECURITIES OF THE COMPANY
ɀཌྷȹཌྷαɊכ੪cكɁࡗֺܧAs at 31st December, 2010, so far as are known to any Directors or chief ኣ໎ԑʥঢ়Ϸ executives of the Company, the following parties (other than Directors or ɀ˂ɍɊȹˀc̯ʔ࣓̇ኣᖬԴʥ౨ஒૈԝ ผ̯ʔكchief executives of the Company) were recorded in the register kept by 336ૈௐΦɾত˫ֺ༗፣ֶ̊Ϸ અֶංઅኟτ഼ֶݯኟτ̯ʔ̇ɰೕϷقthe Company under section 336 of the SFO, or as otherwise notified to ̇c Ɂࡗܧthe Company, as being directly or indirectly interested or deemed to be ٖ̯5%ֶ˞ɐᚬऩɾɁɡ໎ԑֶঢ়Ϸ interested in 5% or more of the issued share capital of the Company:– ̔ΣɎi–
Percentage Name of Number of of Issued Substantial Shareholders Shares Held Notes Capacity Share Capital ˈഽ Ӹͫ ɰೕϷٖ̯ϛʗڃ ᅕٖ͌ͫܛٖ߬Ίီ ֺ˚
GZ Trust Corporation 1,429,643,768 (1), (2) Trustee, beneficiary of 74.94% a trust and interest in
Annual Report 2010 controlled corporation পɾՇऩɁڌপɁdȹඖڌ ՇઁԹʔ̇ɾᚬऩכʥ
Global King (PTC) Ltd. 1,198,658,948 (1) Trustee 62.83% পɁڌ
Joseph Lau Luen Hung 230,984,820 (2) Beneficial owner 12.10% Investments Limited ྡྷऩኟτɁ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 57
ʔ̇ɾᖬԴᚬऩᙩ̯כSUBSTANTIAL SHAREHOLDERS’ INTERESTS IN ˚ٖ߬ THE SECURITIES OF THE COMPANY (Cont’d)
ഽiڃ :Notes
পڌপɾڌGZ Trust Corporation as trustee of a discretionary trust held units in a unit (1) GZ Trust CorporationАݯȹඖੱ (1) পɁɾڌτȹඖ˞Global King (PTC) Ltd.ݯܛtrust of which Global King (PTC) Ltd. was the trustee and therefore was Ɂ
Directors’ Repor
഼ݯኟτGlobal King ໎ԑผంй࣊ܨɾ௰Ͻcټপਥڌregarded as interested in the same parcel of shares held by Global King ௰Ͻ τɾȹғٖͫɾᚬऩeɐ߸ٖͫܛPTC) Ltd. These shares were the same parcel of 1,198,658,948 shares of (PTC) Ltd.ֺ) ʔ̯כɁࡗܧthe Company referred to in both “Founder and beneficiary of trust” and ݯɐʼIݒֺׄᚉ໎ԑʥঢ়Ϸ ᐲؒ྆ɾᖬԴᚬऩඖɎჳᝄඐͱ́ʥჳޚBeneficiary of trust” of Mr. Joseph Lau and Mr. MW Lau respectively under ̇ʥ“ পڌপ͓ɁʥՇऩɁʥڌDirectors’ and Chief Executives’ Interests in the Securities of the Company ს◸ͱ́ΈϬɾ“
ɾȹғ1,198,658,948ٖ̯ʔ̇ tܞand Associated Corporations” as disclosed in paragraph I above. ՇऩɁɻֺ eٖͫ
ڌপɾڌGZ Trust Corporation as trustee of another discretionary trust held the entire (2) GZ Trust CorporationАݯ̊ȹඖੱ (2) issued share capital of Joseph Lau Luen Hung Investments Limited and পɁܛτJoseph Lau Luen Hung Investments ഼ݯኟτJosephܨtherefore was regarded as interested in the same parcel of shares held by LimitedɾͲɰೕϷٖ̯c τɾܛJoseph Lau Luen Hung Investments Limited. These shares were the same Lau Luen Hung Investments Limitedֺ parcel of 230,984,820 shares of the Company referred to in both “Founder ȹғٖͫɾᚬऩeɐ߸ٖͫݯɐʼIݒֺׄᚉ ᐲؒ྆ɾᖬޚʔ̇ʥ̯כɁࡗܧand beneficiary of trust” and “Beneficiary of trust” of Mr. Joseph Lau and Mr. ໎ԑʥঢ়Ϸ ڌMW Lau respectively under “Directors’ and Chief Executives’ Interests in the ԴᚬऩඖɎჳᝄඐͱ́ʥჳს◸ͱ́ΈϬɾ ɾܞপՇऩɁɻֺڌSecurities of the Company and Associated Corporations” as disclosed in প͓ɁʥՇऩɁʥ paragraph I above. ȹғ230,984,820ٖ̯ʔٖ̇ͫe
ɀཌྷȹཌྷαɊɀ˂ɍכAll the interests stated above represent long positions. As at 31st December, ɐ߸ֺτᚬऩяݯΡ࠸e 2010, no short positions were recorded in the register kept by the Company Ɋȹˀc࣓ኣ̯ʔ̇ܘᖬԴʥ౨ஒૈԝ336ૈ under section 336 of the SFO. ௐΦɾত˫ֺ༗ลಲͨЄ࠸e
พ৻ɾᚬऩֲجᘏכDIRECTORS’ INTERESTS IN COMPETING ໎ԑ BUSINESSES
ɎͶၤ̯එ྆พ৻כα۹ʑc˞Ɏ໎ԑ͇ం̯כ During the Year, the following Directors declared their interests in the ɾพ৻ɾʔجॶ࿚ιᘏ˿ֶجઅֶංઅ࿚ιᘏق following companies with businesses which competed or were likely to compete, either directly or indirectly, with the businesses of the Group:– ̇ɻኟτᚬऩi–
Nature of Businesses Considered to Compete Nature of Interest or Likely to Compete with of the Directors the Businesses of the Group in the Companies ೩ʔ̇כ໎ԑ جName of Directors Name of Companies ႏݯၤ̯එ྆พ৻࿚ιᘏ ɾพ৻ֲሔ ɾᚬऩֲሔج໎ԑշΊ ʔ̇Ίီ ֶ˿ॶ࿚ιᘏ
Mr. Joseph Lau Chi Cheung* and its subsidiaries Property investment Having certain deemed ᙔʔ̇ and development interests in Chi Cheungڃჳᝄඐͱ́ ϭନ*ʥԯ พҙ༅ʥೕࢄ and is a director ofذ certain subsidiaries of Chi Cheung ഼ݯኟτϭନ ߗɳᚬऩʥݯϭନɾ ᙔʔ̇ɾ໎ԑڃߗɳ
G-Prop* and its subsidiaries Property investment Having certain direct
พҙ༅ and deemed interests ɀཌྷȹཌྷααంذ ᙔʔ̇ڃͽ*ʥԯټ in G-Prop ͽټઅʥ഼ݯኟτق ߗɳᚬऩ
Mr. MW Lau Chi Cheung* and its subsidiaries Property investment Having certain deemed ᙔʔ̇ and development interests in Chi Cheungڃჳს◸ͱ́ ϭନ*ʥԯ
พҙ༅ʥೕࢄ ഼ݯኟτϭନߗɳᚬऩ ജɁذ
G-Prop* and its subsidiaries Property investment Having certain deemed พҙ༅ interests in G-Prop พඑ྆ذ ᙔʔ̇ڃͽ*ʥԯټ ͽߗɳᚬऩټ഼ݯኟτ
* listed subsidiary of the Company ᙔʔ̇ڃʔ̇ɾɐ̟̯ 58
พ৻ɾᚬऩᙩֲجᘏכDIRECTORS’ INTERESTS IN COMPETING ໎ԑ BUSINESSES (Cont’d)
The above-mentioned businesses were managed by separate publicly listed ɐ߸พ৻Ƚͅዟ͓ɐ̟ʔ̇ဳଉc೩ɐ̟ʔ̇ companies with independent management. The respective board ኟτዟ͓ဳଉᄙe೩ɐ̟ʔ̇໎ԑผɾୂιΈ composition of such listed companies are different and separate. In this τɺʥяݯዟ͓eగϊϤӰcԯྦྷ໎ԑผ ਨϷ໎ԑʥዟ͓ᄗ࣏ڈrespect, coupled with the diligence of its Independent Non-executive Һ೪τࠇɣᄧᚊɈɾዟ͓ Directors (whose views carry significant weight in the Board’s decisions) կࡗผɾЦɈc̯එ྆ॶዟ͓ΔԎܘʔ̡ᆠਆࡈ ԑԯพ৻eڬ and the independent audit committee, the Group was capable of carrying
໎ԑผంй࣊ on its businesses independently of, and at arm’s length from, the
Directors’ Report businesses of the above companies.
พҙ༅พ৻c̯ʔ̇ผϣذFor better delineation of property investment business, the Company would ݯȿҡΔིʗ ܧ౨ʔ̠ɾሏ͌ʥΐᎶԯɺࣂԮௐɾলٶgive Chi Cheung the priority over the future property investment project ϭନ ϭନ༅ଐ૱ࠤ50%ɾכޚֶכwith the value of less than or equal to 50% of the net asset value of Chi ༅cੀძࠤʭ พҙ༅ඖ͌ͱʀϭନeذCheung with reference to the latest published accounts and subject to the ̰Ԟ financial resources of Chi Cheung from time to time.
ᙔʔ̇ɾพ৻̔cჳᝄඐڃOther than the businesses of the Company’s listed subsidiaries mentioned ɐ߸̯ʔ̇ɾɐ̟ พೕࢄʥҙذᏪτᗐࠗಋכabove, Mr. Joseph Lau and Mr. MW Lau had personal interests in private ͱ́ʥჳს◸ͱ́ companies engaged in businesses consisting of property development ༅ᖬԴҙ༅ɾӝɁʔ̇ɻኟτɁᚬऩeჳᝄ ඦพ৻ɾӝɁʔ̇ɻኟτɁיᏪכand investment in Hong Kong as well as securities investment. Mr. Joseph ඐͱ́͛ ֶجၤ̯එ྆࿚ιᘏכLau also had personal interests in private companies engaged in money ᚬऩeΐϊc֤೩഼ݯ ɾพ৻ɻኟτᚬऩeಳϤcϊ೩ᘏجlending business. As such, they were regarded as being interested in such ˿ॶ࿚ιᘏ Ƚ෬ɺˈޚพ৻ၤ̯එ྆ɾබʥพ৻ஃᅡֲج ,businesses, which competed or might compete with the Group. However when compared with the dominance and size of operations of the Group, ӷ༞e such competing businesses were immaterial.
ɀཌྷȹཌྷαȼ˂ʥɄ˂cჳᝄඐͱ́כIn addition, Mr. Joseph Lau had through certain private companies wholly- ϊ̔c owned by him (of which both Mr. Joseph Lau and Mr. MW Lau were also ༦ߗɳͲ༅ኟτӝɁʔ̇ჳᝄඐͱ́ʥჳს◸ directors of such companies) acquired the retail shops of York Place, ͱ́͛ݯ೩ʔ̇ɾ໎ԑΉ̯එ྆ᑪɃYork ӯLaforetʥ࠳ནɻʶܢ˳Excelsior Plaza (include Laforet) and Southorn Centre (also known as Placecֱਆ ذɾߗɳཌྷਕਆሼ೩ӝɁےWanchai Computer Centre) (the “Private Properties”) from the Group in ͛Щᜪˠཋ July and August 2010. The Group, in accordance with the term of the พe̯එ྆Ϭɐ߸ޚᗐᑪɃԑඖѧιˀc࣓ respective sale and purchase agreements of the said acquisitions, provided ኣ೩ᑪɃԑඖɾΈൕሒԾᘪɾૈಁcగ೩ӝ ܃พొԜݯ౨ɍαɾЛै༉ˤଉʥဳଉਕذthree-year after-sale free leasing agency and management services in Ɂ พɾذτɾҙ༅ܛพၤ̯එ྆ذ৻e೩ӝɁר respect of the Private Properties, commencing from the respective eݯ୮ଉجcompletion dates of the said acquisitions. There was potential leasing ංΦΕଊࣂʥ̰ԞैɾᅶΕै༉ᘏ
cჳᝄඐͱ́ɰొԜߗɳֻجAnnual Report 2010 competition for existing and prospective tenancies between the Private ೩ᅶΕै༉ᘏ Properties and investment properties held by the Group. In order to manage ጻcϤ̯ʔ̇͛ɰΉᐲֺ͚෮గဟྦ೩ֻጻ eτᗐ೩ֻጻʥဟྦܪߗɳઉܪsuch potential leasing competition, Mr. Joseph Lau had provided certain ɾፓΨੱؗྡྷ ˂ʔ̇ˀ౨ݯɀཌྷȹཌྷαʒ̯כɾੱɰ༗ܪundertakings and the Company had agreed with the Stock Exchange to ઉ ਨϷ໎ԑɰగڈimplement certain measures for monitoring the compliance of such ɊɄˀɾԲʑe̯ʔ̇ɾዟ͓ ɾፓΨੱؗ൬Ϸα۹Ꮞদcܪundertakings. Details of such undertakings and monitoring measures were ɐ߸ֻጻʥဟྦઉ c͛ႏݯ̯ʔܪset out in the circular of the Company dated 18th June, 2010. The ԎᆢႏɰፓΨ೩ֻጻʥဟྦઉ eجᑷЛᅶΕै༉ᘏ˞ܪIndependent Non-executive Directors of the Company had carried out an ̇ɰઔՅ˨ӷؿဟྦઉ annual review on the compliance of the said undertakings and monitoring measures and confirmed that such undertakings and monitoring measures
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES were duly complied with and considered adequate monitoring measures were in place to avoid the potential leasing competition. 59
พ৻ɾᚬऩᙩֲجᘏכDIRECTORS’ INTERESTS IN COMPETING ໎ԑ BUSINESSES (Cont’d)
Ϸԑ˞ଲ̯ʔوஐͨcੀผڌ੪ԯكThe Directors are aware of their fiduciary duties and will act honestly and ໎ԑ in good faith in the interests of the Company and will avoid any potential ̇ɾСऩcԎᑷЛͨЄᅶΕСऩʥஐͨᇰޯe̯
ਨϷ໎ԑͳɍΊcͲяݯᄗ࣏կ Directors’ Reporڈconflicts of interest and duty. The Company comprises three Independent ʔ̇ɾዟ͓
໎ԑผంй࣊ ԯٖɾСऩeٲӷ˞ˤܨNon-executive Directors and all of them are audit committee members of ࡗผιࡗc the Company, so that the interest of its shareholders can be adequately represented.
t ̔˞Other than as disclosed above, none of the Directors were interested in ɐʼֺׄᚉ者̔cลಲ໎ԑΕ̯ʔ̇พ৻ ॶ࿚ι˿ֶجઅֶංઅ࿚ιᘏقၤ̯ʔ̇พ৻כ any businesses apart from the Company’s businesses, which competed ɾͨЄพ৻ɻኟτᚬऩeجor was likely to compete, either directly or indirectly, with the Company’s ᘏ businesses.
ARRANGEMENTS TO PURCHASE SHARES OR ᑪൕֶٖͫඦԴɾΪખ DEBENTURES
α۹ʑА̯כᙔʔ̇ลಲڃThere were no arrangements to which the Company or any of the ̯ʔֶ̯̇ʔ̇ͨЄ Company’s subsidiaries was a party to enable the Directors to acquire ˮΪખc˞Ԛ໎ԑ˿ᔄᑪɃ̯ʔֶ̇ͨЄԯˢؒ benefits by means of the acquisition of shares in, or debentures of, the Ɂ྆ɾֶٖͫඦԴϤᏵСऩe Company or any other body corporates during the Year.
ɾᚬऩכDIRECTORS’ AND CONTROLLING ໎ԑʥઁᚬٖ SHAREHOLDERS’ INTERESTS IN CONTRACTS
ȹຝֺ߸ɾמɎ߸ᗐட͚כSave as disclosed below and apart from the agreements disclosed under Ɏʼֺׄᚉ者ʥ αࣂֶ̯α۹ʑͨЄࣂං̯ʔֶ̇כthe heading “Connected Transactions” below, there were no other contracts Ծᘪ̔c ᙔʔֺ͓̇߯ၤ̯ʔ̇พ৻τᗐڃof significance in relation to the Company’s businesses, to which the ̯ʔ̇ɾͨЄ અֶංઅኟτࠇɣᚬقCompany or any of the Company’s subsidiaries was a party, subsisting at ɾࠇɣɻc໎ԑลಲ ᙔʔ̇͛ಲڃthe end of the Year or at any time during the Year, and in which a Director ऩhϊ̔c̯ʔֶ̯̇ʔ̇ɾͨЄ ᙔʔ͓̇߯ၤ̯ʔ̇พ৻ڃhad, whether directly or indirectly, a material interest, nor there were any ၤઁᚬֶٖԯͨЄ other contracts of significance in relation to the Company’s businesses τᗐɾԯˢࠇɣe between the Company or any of the Company’s subsidiaries and a controlling shareholder or any of its subsidiaries.
ɀཌྷཌྷɄαɊȹ˂̒ˀcϭନАݯ൘ʿcכ On 4th November, 2008, Chi Cheung as lender, Longman Limited (being ᙔʔڃan indirect wholly-owned subsidiary of the Company) as borrower and Longman Limited̯ʔ̇ɾංઅͲ༅ኟτ Ɂᖋ߯ȹͫτᗐړthe Company as guarantor entered into a loan agreement in relation to a ̇Аݯࠥʿၤ̯ʔ̇Аݯኪ three-year revolving facility of up to HK$900 million. As at 31st December, Λ900,000,000ಋʏݯ౨ɍαɾ൘ಁጪ༅ ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀc ɀཌྷȹཌྷααంכa total sum of HK$900 million had been drawn by Longman Limited. ؿ൘ಁԾᘪe ,2010 Longman LimitedɰࠥՅͳ900,000,000ಋʏe
ജɁ
พඑ྆ 60
מCONNECTED TRANSACTIONS ᗐட͚
מConnected Transactions ᗐட͚
ɀཌྷȹཌྷαʄ˂ɊȼˀcGold Horse Limitedʥכ On 17th May, 2010, Gold Horse Limited and Fair City Limited (being indirect ᙔʔ̇ڃτࠉʔ̯̇ʔ̇ɾංઅͲ༅ኟτےwholly-owned subsidiaries of the Company) had entered into six sets of ࢯ conditional sale and purchase agreements, in relation to, inter alia, (i) the ၤͅჳᝄඐͱ́Ͳ༅ኟτɾߗɳʔ̇ൕʿ߯ disposal of two shops of York Place and the Company’s wholly-owned ͓ʒͫτૈͧൕሒԾᘪcԯɻ˳ܢcτᗐ(i)ˮਕ ӯܢ˳τֱਆܛsubsidiaries that held retail shops of Excelsior Plaza (include Laforet) and York Placeԭਆ⭕ʥ
ɾཌྷਕਆ⭕ے໎ԑผంй࣊ Southorn Centre (also known as Wanchai Computer Centre) (the Laforetʥ࠳ནɻʶ͛Щᜪˠཋ
Directors’ Report ᙔʔ̇hʥڃพɾ̯ʔ̇ؿͲ༅ኟτذProperties”) to the companies wholly-owned by Mr. Joseph Lau (the ೩“ พొԜݯ౨ɍαɾЛذగ೩܃ˮਕѧιכ(Purchaser(s)”); and (ii) the subsequent provision of three-year after-sale (ii“ ৻cᐢˤძݯר܃free leasing agency and management services in respect of the Properties, ै༉ˤଉʥဳଉਕ eמat an aggregate consideration of approximately HK$2,598.1 million (the 2,598,100,000ಋʏ೩ˮਕ͚ “Disposal Transactions”).
ᗐԾᘪˀ౨ޚכჳᝄඐͱ́כcͅڬPursuant to the Listing Rules, the Disposal Transactions constituted ࣓ኣɐ̟ஃ ݯ̯ʔ̇ܨconnected transactions for the Company since Mr. Joseph Lau, being a ݯΈൕʿɾ໎ԑʥȹྡྷऩኟτɁc ࿚ι̯ʔ̇ɾᗐמdirector and the sole beneficial owner of the respective Purchasers as at ɾᗐடɁɡcΐϊ೩ˮਕ͚ ڬΐϊፓΨ࣓ኣɐ̟ஃמe೩ˮਕ͚מthe date of the relevant agreements, was a connected person to the ட͚ Company. The Disposal Transactions were therefore subject to the reporting, 14Aτᗐ͇ంdʔ̠ʥዟ͓ٖғɾஃ ɀཌྷȹཌྷαʄכɾʔ̠ɰמannouncement and independent shareholders’ approval requirements ցeτᗐ೩ˮਕ͚ pursuant to Chapter 14A of the Listing Rules. An announcement in respect ˂ɊɄˀೕˮe of the Disposal Transactions was made on 18th May, 2010.
ɀཌྷȹཌྷכɰᏵ̯ʔ̇ɾዟ͓ٖמThe Disposal Transactions were approved by the independent shareholders ೩ˮਕ͚ of the Company at the special general meeting held on 7th July, 2010 αȼ˂ȼˀᐾϷɾٖऋПɣผɐ༦cԎɰʗ ɀཌྷȹཌྷαȼ˂ʥɄ˂ѧιeτᗐ೩ˮਕכand were completed in July and August 2010 respectively. Details of the П ʔ̇ˀ౨ݯɀཌྷȹཌྷαʒ̯כɾੱɰ˰༗מDisposal Transactions were set out in the circular of the Company dated ͚ 18th June, 2010. ˂ɊɄˀɾԲʑe
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 61
ᙩמCONNECTED TRANSACTIONS (Cont’d) ᗐட͚
מᙩᗐட͚ܛ Continuing Connected Transactions
ɀཌྷཌྷɄαɊȹ˂̒ˀc̯ʔ̇ɾංઅכ (On 4th November, 2008, the Company’s indirect wholly-owned (1 (1)
ᙔʔ̇ Ð Fancy Mark Limited Directors’ Reporڃsubsidiary - Fancy Mark Limited as borrower entered into a loan Ͳ༅ኟτ
໎ԑผంй࣊ ͽАݯ൘ʿᖋ߯ȹͫτᗐټagreement with G-Prop as lender regarding a three-year revolving Аݯࠥʿၤ facility of up to HK$200 million, with the Company acting as guarantor Λ200,000,000ಋʏݯ౨ɍαɾ൘ಁጪ ݯᑹ൘ಁАڬfor repayment of the loan (the “Loan Transaction”). The Loan ༅ؿ൘ಁԾᘪcϤ̯ʔ̇
࣓ኣɐ̟ tכeͅמɁ൘ಁ͚ړTransaction constituted a continuing connected transaction of the ݯኪ ͽݯ̯ʔ̇ɾᗐடɁɡc൘ಁټcڬCompany since G-Prop was a connected person to the Company ஃ ܘcמᙩᗐட͚ܛ࿚ι̯ʔ̇ȹඖמpursuant to the Listing Rules but exempted from reporting, ͚ 14A.65(4)ૈᏵᑥЛፓΨ͇ంdڬannouncement and independent shareholders’ approval ɐ̟ஃ requirements under Rule 14A.65(4) of the Listing Rules. ʔ̠ʥዟ͓ٖғɾஃցe
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀcFancy Markכ As at 31st December, 2010, a total sum of HK$200 million had ࢠ˱ȹזbeen drawn by Fancy Mark Limited at the interest rate of HIBOR LimitedɰࠥՅ˞ࠗಋႺϷพ plus 1% per annum. The loan was repayable on demand upon ߮ࢠͳ200,000,000ಋʏɾ൘ಁeFancy ȹכͽೕˮɺʭټreceiving not less than one month’s prior notice from G-Prop. Mark LimitedΕνԷͅ ɾੱؗɎЩࣂᑹԯ൘ಁeك˂
ڬਨϷ໎ԑ࣓ኣɐ̟ஃڈHaving reviewed the Loan Transaction, the Independent Non- ̯ʔ̇ɾዟ͓ ൬Ϸα۹מᙩᗐட͚ܛexecutive Directors of the Company, pursuant to Rule 14A.37 of 14A.37ૈɾஃցగ cᆢႏ൘ಁ܃מthe Listing Rules on the requirement to carry out an annual review ᏎদcΕᏎদ൘ಁ͚ ๑ȹঁਆพܘᙔ̯ʔ̇ɾˀพ৻cמon the continuing connected transaction, confirmed that the Loan ͚ Transaction was made in the ordinary and usual course of business ૈಁʥ࣓ኣτᗐ൘ಁԾᘪૈಁ൬Ϸc೩ of the Company, on normal commercial terms and in accordance ૈಁᙔʔ̡ଉc˘ଲ̯ʔٖ̇ɾኬ with the relevant loan agreement governing it on terms that were Сऩe fair and reasonable and in the interests of the shareholders of the Company as a whole.
๑ࠗಋผ߮ʔผֺܘThe auditors of the Company, pursuant to Rule 14A.38 of the Listing ̯ʔ̇ɾ࣏ᅕɰ ڌ3000ዃ̌ল৻ڬRules, confirmed in their letter made in accordance with Hong Kong ཕ̠ɾࠗಋ࣏ᖬɮАๅ Standard on Assurance Engagements 3000 “Assurance Engagements ࢠᄗֶ߮ᄗቇ˞̔ؿᛇᖬพ৻c˞ʥ๑ ڬࠗಋɐ̟ஃכ740໔ᗐעother than Audits or Reviews of Historical Financial Information” ྡྷ৻႓ ؿ࣏ᅕԲͧࠗಋผמᙩᗐட͚ܛand with reference to Practice Note 740 “Auditor’s Letter on ֺ߸ ڬԯ࣓ኣɐ̟ஃכcڬContinuing Connected Transactions under the Hong Kong Listing ߮ʔผๅ מɻcᆢႏ൘ಁ͚ͧڌRules” issued by the Hong Kong Institute of Certified Public 14A.38ૈೕˮɾ Accountants (“HKICPA Guidelines”) that the Loan Transaction had ɰͅ໎ԑผғʥ࣓ኣτᗐ൘ಁԾᘪ൬ received the approval of the Board and had been entered into in Ϸe
ɀཌྷȹཌྷααం accordance with the relevant loan agreement.
ജɁ
พඑ྆ 62
ᙩמCONNECTED TRANSACTIONS (Cont’d) ᗐட͚
ᙩמᙩᗐட͚ܛ (Continuing Connected Transactions (Cont’d
قɀཌྷཌྷȾαɊɀ˂ɊɄˀc̯ʔ̇ɾכ (On 18th December, 2009, Chinese Estates, Limited (“CEL”), a direct (2 (2) ᙔʔ̇ÐജɁ พτࠉʔ̇ڃwholly-owned subsidiary of the Company, entered into a contract અͲ༅ኟτ with Mr. Joseph Lau in respect of the provision of certain ജ ၤჳᝄඐͱ͓́߯ȹͫτᗐగჳ ᗐɁɡኟτɾޚmanagement and maintenance services to the properties and related ᝄඐͱ́ʥ/ֶԯᐲᖎɁʥ ৻ɾרቔړᗐ༅ଐొԜဳଉʥޚพʥذ assets owned by Mr. Joseph Lau and/or his associates and related
قɀཌྷȹཌྷαȹ˂ȹˀն́ࢽcכ໎ԑผంй࣊ parties commencing on 1st January, 2010 and until 31st December, c
Directors’ Report 2012 (the “Contract”). The annual caps of the service charges ϭɀཌྷȹɀαɊɀ˂ɍɊȹˀ˅ ɀཌྷཌྷȾαɊɀ˂Ɋכpayable by Mr. Joseph Lau to CEL under the Contract for each of eΣ̯ʔ̇ the three financial years - 31st December, 2010, 31st December, Ʉˀɾʔйֺׄᚉcჳᝄඐͱ࣓́ኣ α۹Щܧɍলכ৻רand 31st December, 2012, were set at HK$10 million (the Ꮆ˟ʀജ ɾ 2011 “Caps”) as disclosed in the Company’s announcement dated 18th ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀdɀཌྷȹȹα December, 2009. Ɋɀ˂ɍɊȹˀʥɀཌྷȹɀαɊɀ˂ɍɊ ȹˀΈαɾα۹ɐࠉяցݯ10,000,000ಋ ʏα۹ɐࠉe
Mr. Joseph Lau, being the Chairman and an Executive Director, the ჳᝄඐͱ́Аݯ̯ʔ̇ɾ໎ԑผ˚dਨ ᐢസ࠹˚ٖ߬cᙔ̯ʔ̇ܧChief Executive Officer and a substantial shareholder of the Company Ϸ໎ԑdϷ 14Aڬwas a connected person of the Company and hence the Contract ɾᗐடɁɡeΐϊc࣓ኣɐ̟ஃ ࿚ι̯ʔמand the transactions contemplated thereunder constituted continuing cʥኣϊᏃ൬Ϸɾ͚ 14Aڬe࣓ኣɐ̟ஃמᙩᗐட͚ܛconnected transactions for the Company under Chapter 14A of the ̇ɾ Listing Rules. The applicable percentage ratios of the Caps pursuant cα۹ɐࠉɾሬ͂ϛʗˈଅ൚༦0.1%c 2.5%cΐϊc࣓ኣࣂɾɐכto Chapter 14A of the Listing Rules exceeded 0.1% but were ད౨ੀʭ 14A.34ૈcʥα۹ɐࠉඩڬexpected to be less than 2.5%, hence the Contract and the Caps ̟ஃ were only subject to reporting, announcement and annual review ፓΨ͇ంdʔйʥα۹ᏎদɾஃցcᏵ ᏵᑥЛeڬrequirements but exempted from the independent shareholders’ Յዟ͓ٖғɾஃց approval requirement pursuant to the then Rule 14A.34 of the Listing Rules.
ڬਨϷ໎ԑ࣓ኣɐ̟ஃڈHaving reviewed the subject continuing connected transactions, the ̯ʔ̇ɾዟ͓ ൬Ϸα۹מᙩᗐட͚ܛIndependent Non-executive Directors of the Company, pursuant to 14A.37ૈɾஃցగ cᆢႏ܃מᙩᗐட͚ܛRule 14A.37 of the Listing Rules on the requirement to carry out an ᏎদcΕᏎদɐ߸ ᙔ̯ʔ̇ɾˀพ৻ࣹʥࡼֈဳמannual review on the continuing connected transactions, confirmed ೩͚ ๑ȹঁਆพૈಁʥܘ৻̔cרቔړthat the transactions were made in the ordinary and usual course of ଉʥ business of the Company (other than those in relation to household ࣓ኣૈಁ൬Ϸc೩ૈಁᙔʔ̡
Annual Report 2010 management and maintenance services), on normal commercial ଉc˘ଲ̯ʔٖ̇ɾኬСऩe terms and in accordance with the Contract governing them on terms that were fair and reasonable and in the interests of the shareholders of the Company as a whole.
The auditors of the Company, pursuant to Rule 14A.38 of the Listing ̯ʔ̇ɾ࣏ᅕɰܘ๑ࠗಋผ߮ʔผๅ 14A.38ૈೕˮɾڬԯ࣓ኣɐ̟ஃכcڬ Rules, confirmed in their letter made in accordance with HKICPA ɰͅ໎מᙩᗐட͚ܛɻcᆢႏɐ߸ͧڌ Guidelines that the subject continuing connected transactions had received the approval of the Board, were in accordance with the ԑผғdԎܘ๑̯ʔ̇ɾցძܧ೪ʥ࣓ ɀཌྷཌྷȾαɊכpricing policies of the Company, had been entered into in accordance ኣ൬Ϸd˘ಲ൚༩
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES with the Contract and had not exceeded the cap disclosed in the ɀ˂ɊɄˀɾʔйɻֺׄᚉɾɐࠉe said announcement made on 18th December, 2009. 63
ᙩמCONNECTED TRANSACTIONS (Cont’d) ᗐட͚
ᙩמᙩᗐட͚ܛ (Continuing Connected Transactions (Cont’d
מֺొʥɾ೩ˮਕ͚מ߸ᗐட͚کכ (Subsequent to the completion of the Disposal Transactions as (3 (3)
พဳଉτࠉʔ̯̇ʔ̇ɾ Directors’ Reporذڌc֦܃mentioned in “Connected Transactions” above, Perfect World ѧι
໎ԑผంй࣊ ᙔʔ̇ɰ࣓ኣ೩ˮਕ͚ڃCompany Limited, the Company’s indirect wholly-owned subsidiary, ංઅͲ༅ኟτ ɾΈൕሒԾᘪʑɾૈಁ͓߯˞Ɏݯ౨ɍמ had in accordance with the term of the respective sale and purchase agreements of the Disposal Transactions, entered into the following αɾԾᘪi–
agreements for a term of three years:– t
৻ʀֱਆרพဳଉذi) property management agreement dated 27th July, 2010 with (i) గτᗐొԜ) ɀཌྷȹכSunny Ocean Limited regarding the provision of property cၤSunny Ocean Limited พဳଉԾᘪذmanagement services to Excelsior Plaza (“1st Property ཌྷαȼ˂ɀɊȼˀ͓߯ พဳଉԾᘪhذManagement Agreement”); ȹ
৻ʀӯרพဳଉذii) property management agreement dated 20th August, 2010 (ii) గτᗐొԜ) with Viewide Properties Limited regarding the provision of LaforetcၤViewide Properties Limited พဳذɀཌྷȹཌྷαɄ˂ɀɊˀ͓߯כ property management services to Laforet (“2nd Property พဳଉԾᘪhʥذManagement Agreement”); and ଉԾᘪɀ
৻ʀ࠳ནɻרพဳଉذiii) property management agreement dated 20th August, 2010 (iii) గτᗐొԜ) ɀཌྷȹཌྷαכwith Baharica Limited regarding the provision of property ʶcၤBaharica Limited พဳଉԾᘪɍذmanagement services to Southorn Centre (“3rd Property Ʉ˂ɀɊˀ͓߯ พဳଉԾᘪذ (”Management Agreement
พဳଉԾᘪeذcollectively the “Property Management Agreements”). ီ೩)
พဳଉԾᘪΈϬɾնˀϭɀذThe cap for the period commencing from the respective date of ͅ೩ พဳଉذProperty Management Agreements to 31st December, 2010 for each ཌྷȹཌྷαɊɀ˂ɍɊȹˀcȹ พဳଉذพဳଉԾᘪʥɍذof the 1st Property Management Agreement, 2nd Property Ծᘪcɀ ౨ංc࣓ኣɀཌྷȹཌྷαʄ˂ɊɄכManagement Agreement and 3rd Property Management Agreement Ծᘪ ɾɐࠉcʗ܃ԝሁኬˈܘwas approximately HK$432,877, HK$4,405,479 and HK$2,936,986 ˀɾʔйֺஃց respectively, after pro-rata adjustment as required under the Пݯ432,877ಋʏd4,405,479ಋʏʥ announcement dated 18th May, 2010 (“Adjusted Caps”). 2,936,986ಋʏሁኬɐࠉe cSunny Ocean܃ѧιמ೩ˮਕ͚כ Sunny Ocean Limited, Viewide Properties Limited and Baharica Limited were associates of Mr. Joseph Lau upon completion of the LimitedcViewide Properties Limitedʥ Disposal Transactions, therefore the entering into of the Property Baharica Limitedݯჳᝄඐͱ́ɾᐲᖎɁcΐ พذ14Ac͓߯೩ڬManagement Agreements constituted continuing connected ϊc࣓ኣɐ̟ஃ
ɀཌྷȹཌྷααం eͅמᙩᗐட͚ܛtransactions for the Company under Chapter 14A of the Listing Rules. ဳଉԾᘪ࿚ι̯ʔ̇ɾ ᙩܛ14A.25ૈඖɎஃցɐ߸ڬɐ̟ஃכ As the applicable percentage ratios for the aggregate of the expected ɾᐢ߮ད౨α۹ɐࠉɾሬ͂ϛʗמannual caps of the subject continuing connected transactions as ᗐட͚ 14A.34ڬ࣓ኣɐ̟ஃܨ5%cכrequired under Rule 14A.25 of the Listing Rules are less than 5%, ˈଅʭ
ജɁ ڬඩፓΨɐ̟ஃמᙩᗐட͚ܛthe subject continuing connected transactions were only subject to ૈcɐ߸
the reporting, announcement and annual review requirements but τᗐ͇ంdʔ̠ʥα۹ᏎদɾஃցcϤᏵ พඑ྆ exempted from the independent shareholders’ approval ᑥЛτᗐዟ͓ٖғɾஃցe requirements under Rule 14A.34 of the Listing Rules. 64
ᙩמCONNECTED TRANSACTIONS (Cont’d) ᗐட͚
ᙩמᙩᗐட͚ܛ (Continuing Connected Transactions (Cont’d
(3) (Cont’d) (3) ᙩ
ڬਨϷ໎ԑ࣓ኣɐ̟ஃڈHaving reviewed the subject continuing connected transactions, the ̯ʔ̇ɾዟ͓ ൬Ϸα۹מᙩᗐட͚ܛIndependent Non-executive Directors of the Company, pursuant to 14A.37ૈɾஃցగ cᆢႏ܃מᙩᗐட͚ܛRule 14A.37 of the Listing Rules on the requirement to carry out an ᏎদcΕᏎদɐ߸
๑ȹঁܘᙔ̯ʔ̇ɾˀพ৻cמ໎ԑผంй࣊ annual review on the continuing connected transactions, confirmed ೩͚
Directors’ Report พဳଉԾᘪૈذthat the transactions were made in the ordinary and usual course of ਆพૈಁʥ࣓ኣτᗐ೩ business of the Company, on normal commercial terms and in ಁ൬Ϸc೩ૈಁᙔʔ̡ଉc˘ଲ̯ accordance with the Property Management Agreements governing ʔٖ̇ɾኬСऩe them on terms that were fair and reasonable and in the interests of the shareholders of the Company as a whole.
The auditors of the Company, pursuant to Rule 14A.38 of the Listing ̯ʔ̇ɾ࣏ᅕɰܘ๑ࠗಋผ߮ʔผๅ 14A.38ૈೕˮɾڬԯ࣓ኣɐ̟ஃכcڬ Rules, confirmed in their letter made in accordance with HKICPA ɰͅ໎מᙩᗐட͚ܛɻcᆢႏɐ߸ͧڌ Guidelines that the subject continuing connected transactions had received the approval of the Board, were in accordance with the ԑผғdԎܘ๑̯ʔ̇ɾցძܧ೪ʥ࣓ พဳଉԾᘪ൬Ϸd˘ಲ൚༩ሁذpricing policies of the Company, had been entered into in accordance ኣ೩ with the Property Management Agreements and had not exceeded ኬɐࠉe the Adjusted Caps.
جPotential Leasing Competition ᅶΕै༉ᘏ
พ৻ɾᚬֲجᘏכంй࣊ɻ໎ԑ̯כAs mentioned in “Directors’ Interests in Competing Businesses” Σ c܃ѧιמ೩ˮਕ͚כsection of this report, subsequent to the completion of the Disposal ऩȹຝֺ߸c พذτɾܛพЩͅჳᝄඐͱ́ذTransactions, there was potential leasing competition for existing ೩ӝɁ พɾංΦΕଊࣂʥذτɾҙ༅ܛand prospective tenancies between the Private Properties, being ၤ̯එ྆ eجproperties owned by Mr. Joseph Lau, and the investment properties ̰ԞैɾᅶΕै༉ᘏ held by the Group.
ᙩᗐܛਨϷ໎ԑΕగɐ߸ڈIn the course of carrying out an annual review on the subject ̯ʔ̇ɾዟ͓ ൬Ϸα۹Ꮞদɾ༦ೡɻc͛గჳᝄמcontinuing connected transactions, the Independent Non-executive ட͚ ֺАˮɾֻجɐ߸ᅶΕै༉ᘏכDirectors of the Company had also carried out an annual review on ඐͱ́ྦྷ the compliance of the undertakings in respect of the said potential ጻ˞ʥ̯ʔ̇ྡྷܪɾޚᎶဟྦઉܪɾፓΨ
Annual Report 2010 leasing competition provided by Mr. Joseph Lau and the ੱؗ൬Ϸα۹ᏎদcԎᆢႏɰፓΨ೩ֻ c͛ႏݯ̯ʔ̇ɰઔՅ˨ӷܪcorresponding monitoring measures implemented by the Company, ጻʥဟྦઉ eجᑷЛᅶΕै༉ᘏ˞ܪand confirmed that such undertakings and monitoring measures ؿဟྦઉ were duly complied with and considered adequate monitoring measures were in place to avoid the potential leasing competition.
α۹̯כc̯ʔ̇ڬSave as aforesaid, there were no other discloseable non-exempted ɐʼֺ߸̔c࣓ኣɐ̟ஃ ɺᏵֶמconnected transaction or non-exempted continuing connected transaction ʑลಲԯˢʀׄᚉɾɺᏵᑥЛᗐட͚ eמᙩᗐட͚ܛunder the Listing Rules during the Year. ᑥЛ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 65
ᙩמCONNECTED TRANSACTIONS (Cont’d) ᗐட͚
ᙩמᙩᗐட͚ܛ (Continuing Connected Transactions (Cont’d c࿀ϭɀཌྷȹཌྷαڬSave as aforesaid, none of the “Material Related Party Transactions” as ɐʼֺ߸̔c࣓ኣɐ̟ஃ
ഽ54ֺ Directors’ Reporڃʑٲdisclosed in Note 54 to the consolidated financial statements for the year Ɋɀ˂ɍɊȹˀ˅α۹၃ল৻ం
໎ԑผంй࣊ Ԏಲ࿚ιʀׄᚉɾמended 31st December, 2010 constituted discloseable non-exempted ׄᚉɾࠇɣᗐடɁɡ͚ eמᙩᗐட͚ܛɺᏵᑥЛֶמconnected transaction or non-exempted continuing connected transaction ɺᏵᑥЛᗐட͚ under the Listing Rules.
t ֺڬ࿚ι࣓ኣɐ̟ஃמTo the extent of the above “Material Related Party Transactions” constituted గɐ߸ࠇɣᗐடɁɡ͚ α۹ʑፓΨɐ̟̯כc̯ʔ̇ɰמցɾᗐட͚ވ connected transactions as defined in the Listing Rules, the Company had 14Aؿτᗐஃցeڬcomplied with the relevant requirements under Chapter 14A of the Listing ஃ Rules during the Year.
RETIREMENT BENEFIT SCHEMES ঽͤ⮲Сི߮
The Group operates two retirement benefit schemes:– ̯එ྆ઐϷԭඖঽͤ⮲Сི߮i–
ցވthe provident fund scheme as defined in the Occupational (1) ࠗಋؒԝ426ᓻพঽིͤ߮ૈԝֺ (1) ི߮ᓻพঽིͤ߮hʥټRetirement Schemes Ordinance, Chapter 426 of the laws of Hong ɾʔዶ Kong, (the “ORSO Scheme”); and
ི߮ૈԝֺټthe provident fund scheme as defined in the Mandatory Provident (2) ࠗಋؒԝ485ੜԹֲʔዶ (2) ི߮eټི߮ੜዶټցɾʔዶވ Fund Schemes Ordinance, Chapter 485 of the laws of Hong Kong (the “MPF Scheme”).
ցԜಁི߮cވི߮яݯټBoth the ORSO Scheme and the MPF Scheme are defined contribution ᓻพঽིͤ߮ʥੜዶ schemes and the assets of both schemes are managing by their respective ೩ི߮ɾ༅ଐȽͅΈϬɾՇপɁဳଉe trustees accordingly.
ΕکɀཌྷཌྷཌྷαɊɀ˂ȹˀכThe ORSO Scheme is available to the Group’s full-time permanent staff ᓻพঽིͤ߮˿Ԝ ౨ࡗ˱e̯එ྆Ƚٽemployed in Hong Kong before 1st December, 2000. Contributions to ࠗಋՇɾ̯එ྆Ͳᓻ ৻α౨cАˮ5%dרԯܘټthe ORSO Scheme are made by the Group at 5%, 7.5% or 10% based on ࣓ኣࡗɾਥ̯ᑀ ৻10αֶ˞ɐֶרthe staff’s basic salary depending on the length of service. Staff members 7.5%ֶ10%ɾԜಁeࡗ are entitled to 100% of the Group’s contributions together with accrued Էঽͤαᙍࣂʿ˿Յ100%̯එ྆ԜಁடᎶ ڬ৻α౨3αЎɺӷ10αɾࡗרreturns after completing 10 years of service or more, or attaining the ߮ΑంcϤ retirement age, or are entitled at a reduced scale between 30% to 90% ˿ܘႮಕˈԝՅ30%ϭ90%̯එ྆Ԝಁeᓻพ of the Group’s contributions after completing a period of service of at ঽིͤ߮ࢀஈ̯එ྆ੀͨЄɰӀνԜಁЩ̯එ ঽˮᓻพঽིͤ߮ɾکleast 3 years but less than 10 years. The ORSO Scheme allowed any ྆గͨЄ˿ᏵͲԜಁ
ɀཌྷȹཌྷααం ሻ̯එ྆ଊτɾԜಁא˞forfeited contributions (made by the Group for any staff members who ࡗϤАˮɾԜಁ͂ subsequently left the ORSO Scheme prior to vesting fully in such ˋ̡e contributions) to be used by the Group to offset the current level of contributions of the Group.
ജɁ
พඑ྆ 66
RETIREMENT BENEFIT SCHEMES (Cont’d) ঽͤ⮲Сི߮ᙩ
ࠗಋʭכི߮˿Ԝֺτ18ϭ64ัՇټThe MPF Scheme is available to all employees aged 18 to 64 and with at ੜዶ least 60 days of service under the employment of the Group in Hong 60ˀɾ̯එ྆ࡗ˱e̯එ࣓྆ኣࡗɾτᗐ Kong. Contributions are made by the Group at 5% based on the staff’s ɃࢠАˮ5%ɾԜಁeగԜಁϤӰcτᗐɃࢠɐࠉ ৻αרඑ྆ɾ̯כrelevant income. The maximum relevant income for contribution purpose ݯҰ˂20,000ಋʏeɺሃԯ is HK$20,000 per month. Staff members are entitled to 100% of the ౨cࡗя˿Յ100%̯එ྆ԜಁடᎶ߮Α जϭঽͤαᙍ65ړGroup’s contributions together with accrued returns irrespective of their ంc࣓ኣؒԝcτᗐСऩੀ length of service with the Group, but the benefits are required by law to ัʿ˿ეՅe
໎ԑผంй࣊ be preserved until the retirement age of 65.
Directors’ Report
ི߮ʥᓻพঽིͤ߮ɾࡗొټIn order to provide similar benefits to those who joined the MPF Scheme ݯȿΉ˱ੜዶ ི߮ɾࡗټɾါСc̯එ྆ݯ˱ੜዶٶޚand the ORSO Scheme, the Group provided an additional portion (the Ԝ Top-up Portion”) for those who joined the MPF Scheme. The purpose of ొԜᔾ̔ʗӷʗeӷʗɾ͌ؿܰ“ ৻α౨༩5αרthe Top-up Portion is to match up the benefits of the MPF Scheme with Ήਥ̯˂ᑀ༩20,000ಋʏʥʼnֶ ɾါСe̯එ྆ٶޚthat of the ORSO Scheme by providing those staff under the MPF Scheme ɾࡗొԜၤᓻพঽིͤ߮ ɾ5%d7.5%ֶ10%ಕ̯එټwith basic salary over HK$20,000 and/or years of service over 5. ੀ࣓ኣࡗਥ̯ᑀ ི߮АˮɾੜԹֲԜಁϤАˮټContributions to the Top-up Portion are made by the Group at 5%, 7.5% ࣓྆ኣɐ߸ੜዶ or 10% of the staff’s basic salary less the Group’s mandatory contribution ӷʗɾԜಁe under the MPF as mentioned above.
࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹כThe Group’s total cost for the schemes charged to consolidated statement ̯එ྆ κɾᐢ͂ٲ၃Ͳࠍνऩంכof comprehensive income for the year ended 31st December, 2010 గ೩ི߮ amounted to approximately HK$6,846,000 (2009: HK$5,622,000). In ݯ6,846,000ಋʏɀཌྷཌྷȾαi5,622,000ಋ addition, an amount of forfeited employer’s contributions for the schemes ʏeϊ̔c̯එ྆గ೩ི߮ɰӀνɾ˚Ԝ amounted to approximately HK$397,000 (2009: HK$320,000) was utilised ಁݯ397,000ಋʏɀཌྷཌྷȾαi320,000ಋ ಕԜಁcᔾڨα۹ʑ͂А̯כtowards reducing the Group’s contributions during the Year and the balance ʏcԎɰ available to reduce future contributions amounted to approximately 42,000ಋʏ˿͂Аಕʭ̰ԞԜಁɀཌྷཌྷȾαi HK$42,000 (2009: Nil). ಲe
SHARE AWARD SCHEME ٖͫᆉི߮
A share award scheme (the “Share Award Scheme”) was adopted by the ٖͫᆉིٖ߮ͫᆉི߮ɰᏵ̯ʔٖ̇ ɀཌྷཌྷȾαȹ˂Ɋ̒ˀઔढ़ˀ౨ᐾϷɾٖכ shareholders of the Company at the special general meeting held on 14th January, 2009 (the “Adoption Date”). The Share Award Scheme is a long- ऋПɣผɐઔढ़eٖͫᆉི߮Ƚݯဗፕ ౨ᆉΪખcοΕΉݯ̯එ྆Аˮٽterm incentive arrangement for the selected employees. The purpose of ࡗϤஉɾ the Share Award Scheme is to recognise and reward certain employees of ᘆɾߗɳࡗʀٛցʥΑంcԎАݯмʵԯज
Annual Report 2010 the Group for their contributions to the Group and to give long-term ࢽ̯එ྆cᘗᙩݯ̯එ྆ɾᏪ༜ʥೕࢄϤЦɈɾ мʵሬɾਿพɁɡכ౨ᆉeϊི߮͛τХٽ incentives for retaining them for the continued operations and development of the Group. It also intends to attract suitable professional recruits to join ˱̯එ྆ʥԾХ̯එ྆൬ȹүೕࢄe the Group and to assist in the further development of the Group.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 67
SHARE AWARD SCHEME (Cont’d) ٖͫᆉི߮ᙩ
ᘪʥ࣓ኣʑۺThe Board may from time to time, at its absolute discretion and subject to ϣᄬ̯එ྆ιࡗʔ̇Аˮɾઐᔈ c໎ԑผ˿ɺ܃ଊٲsuch terms and conditions as it may think fit (including the basis of eligibility ിЅԹ۹ിЅПɁɡɾ ˳of each employee determined by the Board from time to time), after ࣂͲᚬੱʥ࣓ኣԯႏݯሬɾૈಁʥૈͧ
having taken into account recommendations made by members of the ܢ໎ԑผɺࣂᔤցҰΊࡗɾ༅ࣟਥๅcဗ Directors’ Repor
໎ԑผంй࣊ Group and assessment of individual performance pursuant to internal ፕࡗιݯဗፕࡗဗፕࡗၤٖͫ appraisal system, select an employee for participation in the Share Award ᆉི߮cԎ࣓ኣٖͫᆉི߮ɾૈಁᔤցҰΊ Scheme as a Selected Employee (“Selected Employee”) and determine ဗፕࡗ˿Ᏽɾᆉٖͫᅕ͌ᆉٖͫe
༠ιֺ tכthe number of shares which may be awarded to such Selected Employee ໎ԑผ̊τੱᔤց̔cဗፕࡗ cੀ༅ࣟᏵೕϷʥೕᆉٖ܃pursuant to the terms of the Share Award Scheme (“Awarded Share(s)”). τ༅ࣟૈͧ A Selected Employee shall qualify to be allotted and issued the Awarded ͫe Shares after all the qualifying conditions have been fulfilled, unless otherwise determined by the Board at its discretion.
ᆉི߮ɾٖͫכThe issue price for each Awarded Share shall, subject to the terms of the ҰٖᆉٖͫɾೕϷძੀՇࠉ ԯࠍࠤc˘ͅາ͂ဗፕࡗɾכ೩ޚShare Award Scheme, be an amount equal to its nominal value and shall ૈಁcԎ ˞ೕϷʥೕᆉٖͫࣂכᗐιࡗʔ̇ޚbe paid or satisfied in cash by the relevant member of the Group engaging ̯එ྆ ʻ˟ֶ˟cֶ࠱າ͂ဗፕࡗɾ̯එ྆ټthe Selected Employee or, if payment by the relevant member of the ଊ ͅڬɺАˮ˟ಁc܁ᗐιࡗʔ࣓̇ኣሬ͂ؒޚ Group engaging the Selected Employee is not permitted under applicable ʻ˟ֶ˟eټlaw, any member of the Group, upon the allotment and issue of the ̯එ྆ͨЄιࡗʔ̇˞ଊ Awarded Shares.
࣓ኣכᆉི߮ੀ˿ॶೕϷɾٖͫcடٖͫכ The total number of shares which may be issued in response to the Share Award Scheme and any other incentive or option schemes of the Company ̯ʔֺ̇τԯˢᆉֶႏٖᚬི߮Στੀ˿ॶ if any) shall not in aggregate exceed 207,775,007, being 10% of the total ೕϷɾٖͫcᐢᅕͳɺ൚༦207,775,007ٖ) ࿀ϭכޚઔढ़ˀ౨ɰೕϷٖͫɾ10%cכnumber of shares in issue on the Adoption Date and represents Щ כapproximately 10.89% of the total number of shares in issue at the date ̯ంй࣊ˀ౨ɾɰೕϷٖͫ10.89%e̯එ྆ of this report. No granting of Awarded Shares was made for the Year. ̯α۹ʑԎಲˮͨЄᆉٖͫe
The maximum number of Awarded Shares to be granted to each Selected ࣓ኣٖͫᆉི߮ʀҰϽဗፕࡗɾᆉٖ ЄɊɀ˂౨ංʑͳɺ൚ͨכEmployee under the Share Award Scheme in any 12-month period shall ͫɾঢ়ᅕ͌ not exceed in aggregate 1% of the shares in issue as at the date of such ༦τᗐˮˀ౨ɰೕϷٖͫɾ1%e grant.
Subject to any early termination pursuant to the terms of the Share Award ٖͫᆉི߮ɻͨЄτᗐొξୄ˅ɾૈಁ̔c Scheme, the Share Award Scheme shall be valid and effective for a period ٖͫᆉི߮ੀͅઔढ़ˀ౨߮Ɋα౨ංτࢽʥ ంй̯כof 10 years commencing from the Adoption Date (i.e. until 13th January, ́ࢽЩϭɀཌྷȹȾαȹ˂Ɋɍˀ˅e ɄכAs at the date of this report, the remaining life of the Share Award ࣊ˀ౨cٖͫᆉི߮ֆɾτࢽ౨ݯʭ .(2019 Scheme is less than 8 years. αe
ɀཌྷȹཌྷααం
ʔ̇ˀ౨ݯ̯כDetails of the Share Award Scheme were set out in the circular of the τᗐٖͫᆉི߮ɾੱɰ˰༗ Company dated 23rd December, 2008. ɀཌྷཌྷɄαɊɀ˂ɀɊɍˀɾԲʑe
ജɁ
พඑ྆ 68
൴ٖܛPUBLIC FLOAT ʔଠ
੪c̯ʔكBased on information that is publicly available to the Company and within ࣓ኣ̯ʔ̇੪ؿʔ༅ࢿʥ໎ԑֺ ڬɐ̟ஃܘα۹ʑʥ࿀ϭ̯ంй࣊ˀ౨ɰ̯כ̇ the knowledge of the Directors, the Company had maintained the ൴eٖܛցᅕᔾɾʔଠܞܛprescribed amount of public float during the Year and up to the date of ஃցၐ this report as required under the Listing Rules.
AUDITORS ࣏ᅕ
ਝᇯผ߮ԑ৻ֺਝͅٲ໎ԑผంй࣊ The consolidated financial statements for the Year were audited by Messrs. ̯α۹ɾ၃ল৻ం
Directors’ Report ЩੀᐾϷɾٖ൪αכHLB Hodgson Impey Cheng (“HLB”) who would retire at the conclusion ᇯᄗ࣏eผ߮Ϸੀ of the forthcoming annual general meeting, and being eligible, offer ɣผҢࣂͨйঽc༅ࣟԎᗙ෮ᐶາட ЩੀᐾϷɾٖ൪αɣผɐcੀగᙩາਝכthemselves for re-appointment. A resolution will be proposed to the ͨe shareholders at the forthcoming annual general meeting to re-appoint ᇯݯ̯ʔ࣏̇ᅕΉٖొеȹඖҺᘪ࣐e HLB as the auditors of the Company.
໎ԑผٲOn behalf of the Board ˤ Joseph Lau, Luen-hung ˚ Chairman ჳᝄඐ
Hong Kong, 23rd March, 2011 ࠗಋcɀཌྷȹȹαɍ˂ɀɊɍˀ
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES Independent Auditors’ Report 69 ዟ͓࣏ᅕంй࣊
31/F, Gloucester Tower ࠗಋ The Landmark ɻ 11 Pedder Street ଓ̨ഷ11໔ Central ສΔᄤ Hong Kong йᖓɡ̨ɣ෨31ᅢ
TO THE SHAREHOLDERS OF ߎCHINESE ESTATES HOLDINGS LIMITEDٖ CHINESE ESTATES HOLDINGS LIMITED ϛᄮ༠ഽ˫ι͓ɾτࠉʔ̇כ (Incorporated in Bermuda with limited liability)
We have audited the consolidated financial statements of Chinese Estates Ю೩ɰᄗ࣏71ࠒϭ200ࠒֺ༗CHINESE ڃHoldings Limited (the “Company”) and its subsidiaries (collectively referred ESTATES HOLDINGS LIMITEDൔʔ̇ʥԯ e၃লٲto as the “Group”) set out on pages 71 to 200, which comprise the ᙔʔ̇ီൔඑ྆ɾ၃ল৻ం ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀɾ၃כܢ˳ٲconsolidated statement of financial position as at 31st December, 2010, ৻ం d࿀ϭˀ˅α۹ɾ၃Ͳࠍνऩٲؗంرand the consolidated statement of comprehensive income, the ল৻ cٲݚ൴ټʥ၃ଊٲd၃ٖ̯ᚬऩᛰ৽ٲconsolidated statement of changes in equity and the consolidated ం eע೪ล߬ʥԯˢ༅ࢿ႓ܧstatement of cash flows for the year then ended, and a summary of ˞ʥ˚߬ผ߮ significant accounting policies and other explanatory information.
ɾஐͨٲDIRECTORS’ RESPONSIBILITY FOR THE ໎ԑᇁႇ၃ল৻ం CONSOLIDATED FINANCIAL STATEMENTS
The directors of the Company are responsible for the preparation of the ൔʔ̇໎ԑ߲ஐ࣓ኣࠗಋผ߮ʔผཕ̠ؿࠗ ๑ࠗಋʔ̇ૈԝɾׄᚉ߬ұܘʥڬconsolidated financial statements that give a true and fair view in ಋল৻ంйๅ ˞cٲaccordance with Hong Kong Financial Reporting Standards issued by the ᇁႇʥभྡྷϤʔ̡ΔͶం೩၃ল৻ం Hong Kong Institute of Certified Public Accountants and the disclosure ʥ߲ஐbൔʔ̇໎ԑႏݯ̦߬ؿʑઁԹc˞Ԛ ಂֶ፟႒ϤኒߎؿࠇכɺΦΕͅٲrequirements of the Hong Kong Companies Ordinance, and for such ၃ল৻ం internal control as the directors of the Company determine is necessary ɣ፟႒ஹ߸e to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.
AUDITORS’ RESPONSIBILITY ࣏ᅕɾஐͨ
ೕٲOur responsibility is to express an opinion on these consolidated financial Ю೩߲ஐ࣓ኣЮ೩ɾᄗ࣏ྦྷ၃ল৻ం ๑ϛᄮ༠ʔ̇ؒ90ૈϤඩΉ Ⴧܘ෮ӮeԎᔑٲ statements based on our audit and to report our opinion solely to you, as a body, in accordance with Section 90 of the Bermuda Companies Act, ɎᇁႇcԎɺАԯˢ͂பeЮ೩ɺผగంйʑࢀ ஐͨe܁and for no other purpose. We do not assume responsibility towards or ϤΉͨЄԯˢɁɡ߲ஐֶֻኪؒ accept liability to any other person for the contents of this report.
൬ڬ๑ࠗಋผ߮ʔผཕ̠ɾࠗಋ࣏ᅕๅܘWe conducted our audit in accordance with Hong Kong Standards on Ю೩
ɀཌྷȹཌྷααం ߬ұЮ೩Ε೪ི൬ϷᄗڬAuditing issued by the Hong Kong Institute of Certified Public Accountants. Ϸᄗ࣏ɮАe೩ๅ Those standards require that we comply with ethical requirements and ࣏ɮАࣂଲ༞ᄨஃᆲcԚЮ೩ॶగ၃ল৻ ЯΦτࠇ߬፟႒ஹ߸Аଉɾᆢցeܰٲplan and perform the audit to obtain reasonable assurance about whether ం the consolidated financial statements are free from material misstatement.
ജɁ
พඑ྆ 70
AUDITORS’ RESPONSIBILITY (Cont’d) ࣏ᅕɾஐͨᙩ
ֺٲ൬Ϸೡѵ˞Յၤ၃ল৻ంܢ˳An audit involves performing procedures to obtain audit evidence about ᄗ࣏ᆲ the amounts and disclosures in the consolidated financial statements. The ༗ᅕᔾʥׄᚉԑඖτᗐɾᄗ࣏ንᖬeፕ͂ɾೡѵ
ɾٲിЅ၃ল৻ంܢ˳t procedures selected depend on the auditors’ judgment, including the ഼˝࣏ᅕɾРᒾc assessment of the risks of material misstatement of the consolidated ࠇɣ፟႒ஹ߸ɺሃԯͅಂֶ፟႒ʵɾࠓ financial statements, whether due to fraud or error. In making those risk ፮eΕАˮ೩ࠓ፮ിЅࣂc࣏ᅕੀϣᄬၤʔ τᗐɾʑٲassessments, the auditors consider internal control relevant to the entity’s ̇ᇁႇԎभྡྷʔ̡ΔеͶ၃ল৻ం preparation of consolidated financial statements that give a true and fair ဟઁc˞ݯɺੱؗஉ߮ሬᄗ࣏ೡѵcЎԎ ༠෮Ӯeᄗ࣏ٲοΕగʔ̇ʑဟઁܰЯτࢽڈ view in order to design audit procedures that are appropriate in the
ֲcbൔʔ܌೪ɾܧിЅֺ͂ผ߮ܢ˳ዟ͓࣏ᅕంй࣊ circumstances, but not for the purpose of expressing an opinion on the ᆲ͛ effectiveness of the entity’s internal control. An audit also includes ̇໎ԑֺАผ߮Ѕ့ɾଉֲcԎగ၃ল৻ం
Independent Auditors’ Repor ɾኬеͶʿβАˮിЅeٲ evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors of the Company, as well as evaluating the overall presentation of the consolidated financial statements. cగొˮᄗ࣏෮ӮϤӰcЮ೩ֺᏵᄗ࣏ڌޚWe believe that the audit evidence we have obtained is sufficient and Ю೩ appropriate to provide a basis for our audit opinion. ንᖬᙔ˨ʗ܌e
OPINION ෮Ӯ c၃ল৻ంڬIn our opinion, the consolidated financial statements give a true and fair Ю೩ႏݯc࣓ኣࠗಋল৻ంйๅ ˂ɀཌྷȹཌྷαɊɀכൔඑ྆ ܮभྡྷʔ̡Δʦٲ view of the state of affairs of the Group as at 31st December, 2010 and of ؗ˞ʥ ൔඑ྆࿀ϭˀ˅αرthe Group’s loss and cash flows for the year then ended in accordance ɍɊȹˀɾল৻ ๑ࠗಋʔ̇ૈԝɾܘݚ൴cԎɰټwith Hong Kong Financial Reporting Standards and have been properly ۹ɾᑋฌʥଊ prepared in accordance with the disclosure requirements of the Hong ׄᚉ߬ұѢݯᇁႇe Kong Companies Ordinance.
HLB Hodgson Impey Cheng ਝᇯผ߮ԑ৻ֺ Chartered Accountants ߜਝऋஈผ߮ Certified Public Accountants ࠗಋਨพผ߮
Annual Report 2010
Hong Kong, 23rd March, 2011 ࠗಋcɀཌྷȹȹαɍ˂ɀɊɍˀ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES Consolidated Statement of Comprehensive Income 71 ٲ၃Ͳࠍνऩం
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
2010 2009 Notes HK$’000 HK$’000 ഽ ɝಋʏ ɝಋʏڃ (Restated) ࠇͶ
Revenue νɃ 7 2,671,012 2,151,319 Cost of sales ሻਕι̯ (1,320,032) (1,220,382)
Gross profit ˉС 1,350,980 930,937 Other income ԯˢνɃ 9 124,856 54,555 Investment income, net ҙ༅νɃ૱ᔾ 10 877,891 761,155 Administrative expenses Ϸܧʻ (229,800) (204,870) Other expenses ԯˢʻ 11 (15,776) (6,994) พʥԯˢ՞ցذGain on disposals of properties and ˮਕ other fixed assets ༅ଐɾνऩ 40 377 (พɾᑋฌ (4) (610ذLoss on disposals of investment properties ˮਕҙ༅ พɾʔ̡ࠤᛰ৽ 21 (10,831,293) 8,564,301ذFair value changes on investment properties ҙ༅ Finance costs ল৻͂ 14 (68,486) (105,485) Other gains and losses, net ԯˢνऩʥᑋฌ૱ᔾ 15 19,867 84,387 Share of results of associates ᚫЌᐲᏪʔ̇พᐜ 56,580 144,806
ᑋฌึС (8,715,145) 10,222,559کLoss) profit before tax ೢ) (Income tax expense ֺೢʻ 18 (120,602) (175,093
Loss) profit for the year ̯α۹ᑋฌึС 13 (8,835,747) 10,047,466)
Other comprehensive income ԯˢͲࠍνऩ ਕҙ༅ɾʔ̡ࠤᛰ৽ۿ Fair value changes on available-for-sale investments 24,981 43,925 ਕҙ༅ۿˮਕכͅ Reclassification relating to disposal of available-for-sale investments ࠇณʗᗘ (108,421) – Exchange differences on translation of ྊ̔พ৻ֺଐ́ɾ foreign operations මЙᔾ 181,202 7,075 Share of other comprehensive income of ᚫЌᐲᏪʔ̇ԯˢ associates Ͳࠍνऩ 78,272 27,458
Other comprehensive income for the year ̯α۹ɾԯˢͲࠍνऩ
ɀཌྷȹཌྷααం (net of tax) ೢ܃ 176,034 78,458
Total comprehensive (expenses) income ̯α۹Ͳࠍʻˮ for the year νऩᐢᔾ (8,659,713) 10,125,924
ജɁ
พඑ྆ 72
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
2010 2009 Notes HK$’000 HK$’000 ഽ ɝಋʏ ɝಋʏڃ (Restated) ࠇͶ
Loss) profit for the year attributable to: ᎶЌ̯α۹ᑋฌึСi) Owners of the Company ̯ʔ̇ኟτɁ (8,858,245) 10,023,423 ᚬऩ 22,498 24,043ٖઁڈ Non-controlling interests
ٲ၃Ͳࠍνऩం
(8,835,747) 10,047,466
Total comprehensive (expenses) ᎶЌ̯α۹Ͳࠍʻˮ
Consolidated Statement of Comprehensive Income Statement Consolidated income for the year attributable to: νऩᐢᔾi Owners of the Company ̯ʔ̇ኟτɁ (8,685,583) 10,084,710 ᚬऩ 25,870 41,214ٖઁڈ Non-controlling interests
(8,659,713) 10,125,924
Сಋʏ 20ޔLoss) earnings per share (HK$) Ұٖᑋฌ) Basic and diluted ਥ̯ʥᚫᑁ (4.60) 5.02
ؿȹʗeٲഽȽ၃ল৻ంڃThe accompanying notes form an integral part of these consolidated ၃ল৻ంй financial statements.
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES Consolidated Statement of Financial Position 73 ٲؗంر၃ল৻
31st December, 31st December, 1st January, 2010 2009 2009 ɀཌྷȹཌྷα ɀཌྷཌྷȾα ɀཌྷཌྷȾα Ɋɀ˂ɍɊȹˀ Ɋɀ˂ɍɊȹˀ ȹ˂ȹˀ Notes HK$’000 HK$’000 HK$’000 ഽ ɝಋʏ ɝಋʏ ɝಋʏڃ (Restated) (Restated) ࠇͶ ࠇͶ
ݚ৽༅ଐڈ Non-current assets พ 21 27,419,024 40,708,482 30,302,580ذInvestment properties ҙ༅ พʥԯˢ՞ց༅ଐ 22 521,589 418,226 1,641,692ذ Properties and other fixed assets พ 23 – – 86,496ذProperties under development ೕࢄɻ Property interests held for future ܛАˀ܃ೕࢄɾ –– – พᚬऩ 25ذ development Intangible assets ಲѼ༅ଐ 26 4,290 7,150 10,010 Goodwill ਆᙷ 27 6,941 6,941 8,310 Interests in associates ᐲᏪʔ̇ᚬऩ 28 1,044,056 1,024,885 854,090 Advances to associates ྌ˟ᐲᏪʔ̇ಁඖ 29 1,563,687 1,931,121 1,784,457 Interests in jointly controlled entities ͳઁԹዀ࿚ᚬऩ 30 – –– ਕҙ༅ 31 334,079 1,787,348 468,127ۿ Available-for-sale investments ܮցݯ༦ฌऩ˞ʦܞ Financial assets designated as at fair –– ጪ༅ଐ 37 3,101,417ټvalue through profit or loss ʔ̡ࠤɾ Advances to investee companies ྌ˟અՇҙ༅ʔ̇ಁඖ 32(a) 344,879 328,478 332,501 Loans receivable – due after one year Ꮆν൘ಁÐȹα܃Է౨ 33 78 240 60,129 Deferred tax assets Ⴎ֝ೢඖ༅ଐ 45 33,083 8,648 3,361 ಁඖ 32(b) 138,971 14,580 14,580ٖٖઁڈAdvances to non-controlling shareholders ྌ˟ΛΊ Φಁ 34(a) 163,031 27,840 99,599א Pledged deposits
34,675,125 46,263,939 35,665,932
Current assets ݚ৽༅ଐ พΦஒ 35 4,339,662 4,563,177 4,945,495ذ Stock of properties –– ਕҙ༅ 31 100,704ۿ Available-for-sale investments Investments held-for-trading ܛАൕሒɾҙ༅ 36 2,422,066 643,954 – ܮցݯ༦ฌऩ˞ʦܞ Financial assets designated as at fair – ጪ༅ଐ 37 2,084,012 728,238ټvalue through profit or loss ʔ̡ࠤɾ Loans receivable – due within one year Ꮆν൘ಁÐȹαʑԷ౨ 33 41 59,889 117 Φஒ 38 2,960 2,993 3,426ۂInventories for cosmetic products ʝї ʥད˟ಁඖ 39 485,872 371,742 223,439ټܘDebtors, deposits and prepayments Ꮆνሏඖd ሏඖʥΦಁ 34(b) 106,865 399,313 69,118מSecurities trading receivables and deposits ᎶνᖬԴ͚
Tax recoverable ˿νΑೢಁ 2,277 659 414 ɀཌྷȹཌྷααం Φಁ 34(a) 24,035 1,088,845 378,483א Pledged deposits c) 10,689,322 5,200,666 10,418,877)34 ټTime deposits, bank balances and cash ց౨ΦಁdႺϷʥଊ ሻਕֺಁඖ 43,419 35,950 63,272ܛဳɁֺړ Sales proceeds held by stakeholders
20,301,235 13,095,426 16,102,641 ജɁ
Аˮਕɾ༅ଐ 12 80,000 ––พඑ྆ܛAsset classified as held for sale Ͷݯ
20,381,235 13,095,426 16,102,641 74
31st December, 31st December, 1st January, 2010 2009 2009 osition ɀཌྷȹཌྷα ɀཌྷཌྷȾα ɀཌྷཌྷȾα Ɋɀ˂ɍɊȹˀ Ɋɀ˂ɍɊȹˀ ȹ˂ȹˀ Notes HK$’000 HK$’000 HK$’000 ഽ ɝಋʏ ɝಋʏ ɝಋʏڃ (Restated) (Restated) ࠇͶ ࠇͶ
ٲؗంر၃ল৻
Current liabilities ݚ৽߲ඦ ጪɮԮ 40 – 3,238 24,432ټDerivative financial instruments ߪ́ Creditors and accruals Ꮆ˟ሏඖʥᎶ߮ಁඖ 41 719,241 503,723 323,026
62,702 65,162 73,197 ټᖬړሏඖʥמConsolidated Statement of Financial P Statement Consolidated Securities trading and margin payable Ꮆ˟ᖬԴ͚ ʥདͱνՅಁඖ 566,738 657,412 391,298ټܘ Deposits and receipts in advance Tax liabilities ೢඖ߲ඦ 137,741 84,271 118,360 Borrowings – due within one year ࠥ൘ÐȹαʑԷ౨ 42 3,727,552 3,714,963 3,163,925 Provisions ᅆௐ 43 16,054 16,054 16,054 – ߲ඦ 290 76ړFinancial guarantee liabilities ল৻ኪ
5,240,813 5,044,899 4,099,797
Net current assets ݚ৽༅ଐ૱ࠤ 15,140,422 8,050,527 12,002,844
Total assets less current liabilities ༅ଐᐢᔾಕݚ৽߲ඦ 49,815,547 54,314,466 47,668,776
Equity attributable to owners of ̯ʔ̇ኟτɁɾ the Company ᎶЌٖ̯ᚬऩ Share capital ٖ̯ 46 190,762 195,000 207,775 Share premium ٖͫึძ – 9,325 1,463,018 พࠇЅௐ – 704 704ذ Properties revaluation reserve Securities investments reserve ᖬԴҙ༅ௐ 102,715 189,529 162,775 Statutory reserve ؒցௐ 9,314 6,626 4,367 Other reserve ԯˢௐ (7,340) (7,681) (7,945) Special reserve ऋПௐ 2,499,685 2,499,685 2,499,685 Capital redemption reserve ༅̯ᚿΑௐ 138,062 133,824 121,049
Annual Report 2010 Translation reserve මЙௐ 639,930 380,795 346,526 जึСړ Retained profits ᘪ̱౨ٖࢠ 19,076 19,500 2,006,305ۺProposed final dividend Ð – – Others Ðԯˢ 29,915,662 40,084,354 31,350,387
33,507,866 43,511,661 38,154,646 ᚬऩ 702,985 800,653 653,245ٖઁڈ Non-controlling interests
Total equity ٖ̯ᚬऩᐢᔾ 34,210,851 44,312,314 38,807,891
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 75
31st December, 31st December, 1st January, Consolidated Statement of Financial P 2010 2009 2009 ɀཌྷȹཌྷα ɀཌྷཌྷȾα ɀཌྷཌྷȾα Ɋɀ˂ɍɊȹˀ Ɋɀ˂ɍɊȹˀ ȹ˂ȹˀ
ٲؗంر၃ল৻ Notes HK$’000 HK$’000 HK$’000 ഽ ɝಋʏ ɝಋʏ ɝಋʏڃ (Restated) (Restated) ࠇͶ ࠇͶ
ݚ৽߲ඦڈ Non-current liabilities
߲ඦ – 290 618 ositionړFinancial guarantee liabilities ল৻ኪ Borrowings - due after one year ࠥ൘Ðȹα܃Է౨ 42 14,982,958 9,500,018 8,505,258 Amounts due to associates ˄߲ᐲᏪʔ̇ಁඖ 44 76,950 11,859 9,271 ٖٖઁڈAmounts due to non-controlling ˄߲ shareholders ಁඖ 44 141,325 80,098 77,565 Deferred tax liabilities Ⴎ֝ೢඖ߲ඦ 45 403,463 409,887 268,173
15,604,696 10,002,152 8,860,885
49,815,547 54,314,466 47,668,776
ɀཌྷȹȹαɍ˂ɀɊɍˀғʥכApproved and authorised for issue by the Board of Directors on ɰᏵ໎ԑผ ໎ԑผᖋອiٲ23rd March, 2011 and signed on its behalf by: ᚬೕ̠cԎͅɎͶ໎ԑˤ
Joseph Lau, Luen-hung ჳᝄඐ Lau, Ming-wai ჳს◸ Director ໎ԑ Director ໎ԑ
ؿȹʗeٲഽȽ၃ল৻ంڃThe accompanying notes form an integral part of these consolidated ၃ল৻ంй financial statements.
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 76 Consolidated Statement of Changes in Equity ٲ၃ٖ̯ᚬऩᛰ৽
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Attributable to owners of the Company ʔ̇ኟτɁɾᎶЌٖ̯ᚬऩ̯ Properties Securities Capital Non- Share Share revaluation investments Statutory Other Special redemption Translation Retained controlling Total capital premium reserve reserve reserve reserve reserve reserve reserve profits Total interests equity ᚬऩ̯ٖ ٖઁڈ พ ᖬԴ ༅̯ذ जึС ᐢᔾ ᚬऩ ᐢᔾړ ძ ࠇЅௐ ҙ༅ௐ ؒցௐ ԯˢௐ ऋПௐ ᚿΑௐ මЙௐึٖͫ ̯ٖ HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ (Note 2) (Note 3) (Note 1) ഽ1ڃഽ3ڃഽ2ڃ
At 1st January, 2009 (originally stated) ɀཌྷཌྷȾαȹ˂ȹˀࡈͱеͶ 207,775 1,463,018 704 162,775 4,367 (7,945) 2,499,685 121,049 346,526 29,852,639 34,650,593 652,056 35,302,649כ Effect of change in accounting policy ผ߮ܧ೪ᛰ৽ɾᄧᚊ – – – – – – – – – 3,504,053 3,504,053 1,189 3,505,242
At 1st January, 2009 (restated) ɀཌྷཌྷȾαȹ˂ȹˀࠇͶ 207,775 1,463,018 704 162,775 4,367 (7,945) 2,499,685 121,049 346,526 33,356,692 38,154,646 653,245 38,807,891כ
Profit for the year (restated) α۹ึСࠇͶ – – – – – – – – – 10,023,423 10,023,423 24,043 10,047,466̯ Other comprehensive income for the year α۹ɾԯˢͲࠍνऩ – – – 26,754 – 264 – – 34,269 – 61,287 17,171 78,458̯
Total comprehensive income for the year (restated) α۹ͲࠍνऩᐢᔾࠇͶ – – – 26,754 – 264 – – 34,269 10,023,423 10,084,710 41,214 10,125,924̯
PRC statutory reserve –––(ɻਝؒցௐ ––––2,259––––(2,259 Deemed contribution from non-controlling interests (ᚬऩ؇༅ –––––––––––(197)(197ٖઁڈ഼А Deemed partially disposal of a subsidiary ᙔʔ̇ɾʗᚬऩ –––––––––––108,967108,967ڃ഼Аˮਕȹං Cancellation on repurchase of own shares (ᑪΑ̯Ӹٖͫࣂഽሻ (12,775) (1,453,693) – – – – – 12,775 – – (1,453,693) – (1,453,693 Dividend paid to non-controlling shareholders (ٖࢠ –––––––––––(2,576)(2,576ٖٖઁڈ˟ɰ Final dividend paid (ɰ˟̱౨ٖࢠ – – – – – – – – – (2,006,305) (2,006,305) – (2,006,305 Interim dividend paid (ɰ˟ɻ౨ٖࢠ –––––––––(39,197)(39,197)–(39,197 Special dividend paid (ɰ˟ऋПٖࢠ –––––––––(1,228,500)(1,228,500)–(1,228,500
At 31st December, 2009 (restated) ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀࠇͶ 195,000 9,325 704 189,529 6,626 (7,681) 2,499,685 133,824 380,795 40,103,854 43,511,661 800,653 44,312,314כ
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 77
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Attributable to owners of the Company
Consolidated Statement of Changes in Equity ʔ̇ኟτɁɾᎶЌٖ̯ᚬऩ̯ Properties Securities Capital Non- Share Share revaluation investments Statutory Other Special redemption Translation Retained controlling Total capital premium reserve reserve reserve reserve reserve reserve reserve profits Total interests equity ᚬऩ̯ٖ ٖઁڈ พ ᖬԴ ༅̯ذ
ٲजึС ᐢᔾ ᚬऩ ᐢᔾ ၃ٖ̯ᚬऩᛰ৽ړ ძ ࠇЅௐ ҙ༅ௐ ؒցௐ ԯˢௐ ऋПௐ ᚿΑௐ මЙௐึٖͫ ̯ٖ HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ (Note 2) (Note 3) (Note 1) ഽ1ڃഽ3ڃഽ2ڃ
At 1st January, 2010 (originally stated) ɀཌྷȹཌྷαȹ˂ȹˀࡈͱеͶ 195,000 9,325 704 189,529 6,626 (7,681) 2,499,685 133,824 380,795 35,225,105 38,632,912 798,966 39,431,878כ Effect of change in accounting policy ผ߮ܧ೪ᛰ৽ɾᄧᚊ – – – – – – – – – 4,878,749 4,878,749 1,687 4,880,436
At 1st January, 2010 (restated) ɀཌྷȹཌྷαȹ˂ȹˀࠇͶ 195,000 9,325 704 189,529 6,626 (7,681) 2,499,685 133,824 380,795 40,103,854 43,511,661 800,653 44,312,314כ
Loss for the year (α۹ᑋฌ –––––––––(8,858,245)(8,858,245)22,498(8,835,747̯ Other comprehensive (expenses) income for the year α۹ɾԯˢͲࠍʻˮνऩ – – – (86,814) – 341 – – 259,135 – 172,662 3,372 176,034̯
Total comprehensive (expenses) income for the year (α۹Ͳࠍʻˮνऩᐢᔾ – – – (86,814) – 341 – – 259,135 (8,858,245) (8,685,583) 25,870 (8,659,713̯
PRC statutory reserve –––(ɻਝؒցௐ ––––2,688––––(2,688 Deemed contribution from non-controlling interests (ᚬऩ؇༅ –––––––––––(3,301)(3,301ٖઁڈ഼А Reclassification relating to disposal of investment property –––พࠇณʗᗘ ––(704)––––––704ذˮਕҙ༅כͅ Cancellation on repurchase of own shares (ᑪΑ̯Ӹٖͫࣂഽሻ (4,238) (9,325) – – – – – 4,238 – (526,339) (535,664) – (535,664 Dividend paid to non-controlling shareholders (ٖࢠ –––––––––––(120,237)(120,237ٖٖઁڈ˟ɰ Final dividend paid (ɰ˟̱౨ٖࢠ –––––––––(19,500)(19,500)–(19,500 Special dividend paid (ɰ˟ऋПٖࢠ – – – – – – – – – (763,048) (763,048) – (763,048
At 31st December, 2010 ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ 190,762 – – 102,715 9,314 (7,340) 2,499,685 138,062 639,930 29,934,738 33,507,866 702,985 34,210,851כ
ഽiڃ :Notes එ྆ؿȹංᐲᏪ̯ܞThe movement of other reserve for the year represented the release of (1) ̯α۹ɾԯˢௐᛰ৽Ƚ (1) τɾ߲ࠤܛพࣂᅆΑֺذˮਕτᗐכthe negative reserve held by an associate of the Group upon the disposals ʔ̇ of the relevant properties. ௐe ᖬԴҙ༅כɀཌྷཌྷȾαɊɀ˂ɍɊȹˀcכ (As at 31st December, 2009, the carrying amount of the cumulative gain (2 (2) on fair value changes of listed equity securities investments in securities ௐɻɐ̟ٖ̯ᖬԴҙ༅ʔ̡ࠤᛰ৽ɾୃ߮νऩ α۹cɰ̯כinvestments reserve was approximately HK$41,441,000. An addition in ሏࠍࠤݯ41,441,000ಋʏe fair value on the listed equity securities investments of approximately ᆢႏɾɐ̟ٖ̯ᖬԴҙ༅ʔ̡ࠤᄈ˱ݯ HK$66,980,000 was recognised for the year and a cumulative gain of 66,980,000ಋʏcϤୃ߮νऩ108,421,000 e࿀ٲapproximately HK$108,421,000 was transferred to the consolidated ಋʏɰΐˮਕϤᔝᅆϭ၃Ͳࠍνऩం statement of comprehensive income upon disposals. The carrying ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅ୃ߮νऩሏࠍ amount of the cumulative gains as at 31st December, 2010 is HK$ nil. ࠤݯཌྷಋʏe ɀཌྷȹཌྷααం eΉټɻਝؒցௐਥܞThe statutory reserve of the Group refers to the PRC statutory reserve (3) ̯එ྆ؿؒցௐ (3) ᙔʔ̇ؒցڃАˮؿᅆಁȽᅆϬɻਝټfund. Appropriations to such reserve fund are made out of profit after ௐਥ ؒכᔾɺГټСeֺᅆึ܃ؿೢٲtax as recorded in the statutory financial statements of the PRC ল৻ం Сɾ10%cึ܃ֺ፣ɾೢٲsubsidiaries. The amount should not be less than 10% of the profit ցল৻ం ᙔʔ̇ഽ˫༅̯ɾ50%eڃᐢᔾ൚༦ɻਝڈ after tax as recorded in the statutory financial statements unless the
ജɁ А܃༦֡α۹ᑋฌΣτිכaggregate amount exceeds 50% of the registered capital of the PRC ؒցௐȽ ڃsubsidiaries. The statutory reserve can be used to make up prior year ˮcԎ˿༦༅̯ʝೕϷᎶ͂˞Йݯɻਝ
losses, if any, and can be applied in conversion into the PRC subsidiaries’ ᙔʔ̇ɾ༅̯e พඑ྆ capital by means of capitalisation issue.
ؿȹʗeٲഽȽ၃ল৻ంڃThe accompanying notes form an integral part of these consolidated ၃ল৻ంй financial statements. 78 Consolidated Statement of Cash Flows ٲݚ൴ټ၃ଊ
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
2010 2009 Notes HK$’000 HK$’000 ഽ ɝಋʏ ɝಋʏڃ (Restated) ࠇͶ
Operating activities Ꮺพ৻ ᑋฌึС (8,715,145) 10,222,559کLoss) profit before tax ೢ) Adjustments for: ΐɎͶԑඖɾሁኬi พʥԯˢ՞ց༅ଐҗᓿذDepreciation of properties and other b fixed assets 20,049 22,927 Amortisation of intangible assets bಲѼ༅ଐᚫሻ 2,860 2,860 Exchange loss (gain) bමЙᑋฌνऩ 6,437 (1,681) Income from financial guarantee bݯȹංᐲᏪʔ̇Аˮ (ɾνɃ (76) (252ړto an associate bbল৻ኪ Interest expenses bСࢠʻˮ 115,315 80,399 Imputed interest expenses bΊຮСࢠʻˮ 465 465 Interest income bСࢠνɃ (470,171) (177,489) Imputed interest income bΊຮСࢠνɃ (14,599) (15,650) ɐ̟ҙ༅ڈDividend income from listed and bɐ̟ʥ (unlisted investments bbٖࢠνɃ (116,681) (300,013 ሏඖᆢႏᅆΑמImpairment loss recognised (reversed) bగᎶνൗ in respect of trade receivables ɾಕࠤᑋฌ 323 (316) Unrealised loss (gain) arising on change bܛАൕሒɾҙ༅ɾʔ̡ࠤ in fair value of investments ᛰ৽ଐ́ɾ̰ᛰଊᑋฌνऩ held-for-trading 59,130 (18,173) ጪɮԮɾʔ̡ࠤټUnrealised loss arising on change in fair bߪ́ value of derivative financial instruments ᛰ৽ଐ́ɾ̰ᛰଊᑋฌ – 3,238 ጪɮԮɾʔ̡ࠤټRealised gain arising on change in fair bߪ́ value of derivative financial instruments ᛰ৽ଐ́ɾɰᛰଊνऩ (3,238) (24,432) ൘㢕ኣɾʔ̡ࠤڌRealised gain arising on change b in fair value of credit-linked notes bbᛰ৽ଐ́ɾɰᛰଊνऩ – (48,087) Unrealised (gain) loss arising bඦԴɾʔ̡ࠤᛰ৽ଐ́ɾ on change in fair value of bonds bb̰ᛰଊνऩᑋฌ (249,343) 16,771 Impairment loss (reversed) recognised in bగྌ˟ȹංᐲᏪʔ̇ಁඖ respect of advance to an associate ᅆΑᆢႏɾಕࠤᑋฌ (653) 488 Impairment loss recognised in respect of bగȹංᐲᏪʔ̇ᚬऩ interest in an associate ᆢႏɾಕࠤᑋฌ – 3,300 ਕҙ༅ࣂͅۿTransfer from equity on disposals of listed bˮਕɐ̟ – (available-for-sale investments ٖ̯ᚬऩᔝᅆ (106,685 พɾᑋฌ 4 610ذLoss on disposals of investment properties bˮਕҙ༅ พʥԯˢ՞ց༅ଐذGain on disposals of properties and bˮਕ other fixed assets bbɾνऩ (40) (377) – (ᙔʔ̇ɾᘪძνᑪνऩ (13,000ڃGain on bargain purchase of a subsidiary bȹං ᙔʔ̇ɾڃFair value loss on step acquisition of bүνᑪȹං
Annual Report 2010 a subsidiary ʔ̡ࠤᑋฌ 7,253 – Share of results of associates bᚫЌᐲᏪʔ̇พᐜ (56,580) (144,806) พɾʔ̡ࠤᛰ৽ذFair value changes on investment bҙ༅ properties 10,831,293 (8,564,301) (ᙔʔ̇νऩ (13,477) (53,051ڃGain on disposals of subsidiaries bˮਕ ᙔʔ̇ڃGain on deemed disposal of a subsidiary b഼Аˮਕȹං ɾνऩ – (35,134)
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 79
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
2010 2009
Notes HK$’000 HK$’000 Consolidated Statement of Cash Flows ഽ ɝಋʏ ɝಋʏڃ (Restated) ࠇͶ
ٲݚ൴ټ၃ଊ کᛰ৽ټOperating cash flows before movements Ꮺ༜༅ ݚ൴ 1,283,441 969,855ټin working capital bɾᏪଊ พΦஒಕʭ 1,127,068 1,089,109ذ Decrease in stock of properties Decrease in loans receivable Ꮆν൘ಁಕʭ 60,010 117 Φஒಕʭ 33 433ۂDecrease in inventories for cosmetic products ʝї ʥད˟ಁඖټܘDecrease (increase) in debtors, Ꮆνሏඖd deposits and prepayments ಕʭᄈ˱ 51,674 (166,045) Increase in investments held-for-trading ܛАൕሒɾҙ༅ᄈ˱ (1,837,242) (625,781) ܮցݯ༦ฌऩ˞ʦܞ Increase in financial assets designated as (ጪ༅ଐᄈ˱ (4,207,848) (745,009ټat fair value through profit or loss bʔ̡ࠤɾ (൘㢕ኣᄈ˱ – (302,564ڌ Increase in credit-linked notes ሏඖʥמDecrease (increase) in securities trading ᎶνᖬԴ͚ receivable and deposits Φಁಕʭᄈ˱ 292,448 (330,195) ሻਕܛဳɁֺړ Increase) decrease in sales proceeds) held by stakeholders ֺಁඖᄈ˱ಕʭ (7,469) 27,322 Increase in creditors and accruals Ꮆ˟ሏඖʥᎶ߮ಁඖᄈ˱ 217,025 100,899 ሏඖʥמIncrease in securities trading and Ꮆ˟ᖬԴ͚ ᄈ˱ 8,035 2,460ټᖬړ margin payable ʥདͱνՅಁඖټܘ Decrease) increase in deposits and) receipts in advance ಕʭᄈ˱ (33,952) 266,114
ԞϬᏪพ৻ɾכ͂ Cash (used in) generated from 286,715 (3,046,777) ټoperating activities ଊ Net Hong Kong Profits Tax paid ɰ˟ࠗಋСೢ૱ᔾ (76,903) (73,000)
ԞϬᏪพ৻ɾכ͂ Net cash (used in) generated from ᔾ (3,123,680) 213,715૱ټoperating activities ଊ
Investing activities ҙ༅พ৻ ɐ̟ҙ༅ڈDividend received from listed and ɐ̟ʥ unlisted investments bɾɰνٖࢠ 116,681 296,713 Dividend received from associates ᐲᏪʔ̇ɾɰνٖࢠ 122,740 3,300 Interest received ɰνСࢠ 289,909 173,838 (พಁඖ (908,863) (933,777ذPurchases of investment properties ᑪൕҙ༅ (พʥԯˢ՞ց༅ଐ (9,072) (7,703ذPurchase of properties and other fixed assets ᑪൕ (พΦஒಁඖ (834,658) (622,156ذ˟Payments for stock of properties ʻ พֺಁඖذProceeds on disposals of investment ˮਕҙ༅ properties 1,926 9,115 พʥԯˢذProceeds on disposals of properties and ˮਕ other fixed assets b՞ց༅ଐֺಁඖ 71 491 ਕҙ༅ֺಁඖۿProceeds on disposals of available-for-sale ˮਕ investments 1,465,148 – (ਕҙ༅ (87,607) (1,270,856ۿPurchases of available-for-sale investments ᑪൕ ᙔʔ̇ɾڃNet cash outflow on acquisition νᑪ – (ݚɃ૱ᔾ 47(a) (15,162ټof subsidiaries ଊ ᙔʔ̇ڃNet cash inflow on disposals of subsidiaries ˮਕ
ݚɃ૱ᔾ 48 2,465,102 751,059 ɀཌྷȹཌྷααంټbɾଊ Advances to associates ྌ˟ᐲᏪʔ̇ಁඖ (729,773) (131,538) Repayment from an associate ᐲᏪʔ̇ᑹಁ 1,143,794 – Repayment from an investee company અՇҙ༅ʔ̇ᑹಁ – 4,023 Advance to an investee company ྌ˟અՇҙ༅ʔ̇ಁඖ (16,401) – (Φಁಕʭᄈ˱ 900,015 (638,603א Decrease (increase) in pledged deposits
ജɁ ҙ༅พ৻ɾכNet cash generated from (used in) ԞϬ͂
ᔾ 3,903,850 (2,366,094) พඑ྆૱ټinvesting activities ଊ 80
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
2010 2009 Notes HK$’000 HK$’000 ഽ ɝಋʏ ɝಋʏڃ (Restated) ࠇͶ
Financing activities ጪ༅พ৻ (Dividends paid ɰ˟ٖࢠ (782,548) (3,274,002 ɾٖࢠٖٖઁڈ˟Dividend paid to non-controlling ɰ
(shareholders (120,237) (2,576 ٲݚ൴ټ၃ଊ Interest paid ɰ˟Сࢠ (109,073) (80,399) New bank loans and other loans raised ณᄈႺϷ൘ಁʥԯˢ൘ಁ 16,213,114 5,268,623 Repayments of bank loans and other loans ᑹႺϷ൘ಁʥԯˢ൘ಁ (9,939,585) (3,671,625)
Consolidated Statement of Cash Flows Statement Consolidated (Repurchase of own shares ᑪΑ̯Ӹٖͫ (535,664) (1,453,693 ᙔʔ̇ೕٖͫڃNet proceeds from share placing of ȹං a subsidiary bֺಁඖ૱ᔾ – 145,470 ؇༅ٖٖઁڈ Capital contribution by non-controlling shareholders (69,031) (270)
ጪ༅พ৻ɾכNet cash generated from (used in) ԞϬ͂ (ᔾ 4,656,976 (3,068,472૱ټfinancing activities ଊ
೩ࠤඖ͌ټʥଊټNet increase (decrease) in cash and ଊ cash equivalents ᄈ˱ಕʭ૱ᔾ 5,437,146 (5,220,851)
ʥټȹ˂ȹˀɾଊכ Cash and cash equivalents at ೩ࠤඖ͌ 5,200,666 10,418,877ټ1st January bଊ
Effect of foreign exchange rate changes මଅᛰ৽ɾᄧᚊ 51,510 2,640
Ɋɀ˂ɍɊȹˀכ Cash and cash equivalents at ೩ࠤඖ͌ 10,689,322 5,200,666ټʥଊټ31st December bɾଊ
೩ࠤඖ͌ټʥଊټAnalysis of the balances of cash and ଊ cash equivalents bʗ 5,200,666 10,689,322 ټTime deposits, bank balances and cash ց౨ΦಁdႺϷʥଊ
ؿȹʗeٲഽȽ၃ল৻ంڃThe accompanying notes form an integral part of these consolidated ၃ল৻ంй financial statements.
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES Notes to the Consolidated Financial Statements 81 ഽڃٲ၃ল৻ం
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ 1. GENERAL INFORMATION 1. ȹঁ༅ࢿ
ϛᄮ༠ഽ˫ι͓ɾՇᑥЛכThe Company is an exempted company incorporated in Bermuda ̯ʔ̇ݯȹං ֺτࠉמࠗಋᐲ͚כwith limited liability and its shares are listed on The Stock Exchange τࠉʔ̇cԯٖͫ of Hong Kong Limited (the “Stock Exchange”). The addresses of the ʔ̇ᐲֺ͚ɐ̟e̯ʔ̇ɾഽ˫ፒԑ αంʔ̯כCompany’s registered office and principal office in Hong Kong are ୮ʥࠗಋ˚߬ፒԑ୮ɾΔэ༗ disclosed in the “Corporate Information” section of the annual report. ̇༅ࢿɻe
ಋʏಋʏеͶcಋ˞ٲThe consolidated financial statements are presented in Hong Kong ϊ၃ল৻ం ᙔʔ̯̇එ྆ɾڃdollars (“HK$”), which is the same as the functional currency of the ʏ͛ݯ̯ʔ̇ၤԯ cֺτძࠤя̔עCompany and its subsidiaries (the “Group”) and all values are ˲ॶஒྫྷc˘̊τ႓ ɾɝϽᅕɝಋʏeٶrounded to the nearest thousand (HK$’000) except otherwise ̒છʄɃϭઅ indicated.
The Company’s principal activity is investment holding and the ̯ʔ̇ɾ˚߬พ৻ݯҙ༅ઁٖcϤԯ˚߬ ˚ᙔʔ̇dᐲᏪʔ̇ʥͳઁԹዀ࿚ɾڃ principal activities of its principal subsidiaries, associates and jointly ഽ55d56ʥ30eڃכcontrolled entities are set out in Notes 55 and 56 and 30 respectively. ߬พ৻ʗП༗
2. APPLICATION OF NEW AND REVISED 2. ઔढ़ณ߯ʥ࠳߯ࠗಋল ࠗಋল৻ంڬHONG KONG FINANCIAL REPORTING ৻ంйๅ ڬSTANDARDS (“HKFRSs”) йๅ
The accounting policies adopted in the consolidated financial Ɏ߸者 ̔c࿀ϭɀཌྷȹཌྷαɊɀ˂ ֺઔढ़ɾٲstatements for the year ended 31st December, 2010 are consistent ɍɊȹˀ˅α۹ɾ၃ল৻ం with those followed in the preparation of the Group’s financial ผ߮ܧ೪ၤᇁႇ࿀ϭɀཌྷཌྷȾαɊɀ˂ ֺԗٲstatements for the year ended 31st December, 2009 except as ɍɊȹˀ˅α۹̯එ྆ɾল৻ం described below. 者ȹߎe
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 82
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ 2. APPLICATION OF NEW AND REVISED 2. ઔढ़ณ߯ʥ࠳߯ࠗಋল ࠗಋল৻ంڬHONG KONG FINANCIAL REPORTING ৻ంйๅ
ements ᙩڬSTANDARDS (“HKFRSs”) (Cont’d) йๅ
α۹c̯එ྆ɰࠖωᎶ͂ࠗಋผ̯߮כ In the current year, the Group has applied, for the first time, the following new or revised standards, amendments and interpretations ʔผࠗಋผ߮ʔผཕ̠Ԏྦྷ̯එ྆ α۹́ܧɀཌྷȹཌྷαȹ˂ȹˀնɾলכ the “new HKFRSs”) issued by the Hong Kong Institute of Certified) d࠳߯ʥᘷڬPublic Accountants (the “HKICPA”), which are effective for the ࢽɾɎͶณֶ࠳߯ๅ ၃כc̯එ྆༗ڬGroup’s financial year beginning on 1st January, 2010. The new ณࠗಋল৻ంйๅ
ഽڃٲ၃ল৻ం ڬֺઔढ़ɾณࠗಋল৻ంйๅٲHKFRSs adopted by the Group in the consolidated financial ল৻ం statements are set out below: ΣɎi
ڬࠗಋল৻ంйๅ ڬHKFRSs (Amendments) Improvements to HKFRS 1 ࠗಋল৻ంйๅ
Notes to the Consolidated Financial Stat to the Consolidated Notes and HKFRS 5 as a part of ࠳̯߯ 1໔ʥࠗಋল 5ڬImprovements to HKFRSs issued ৻ంйๅ in 2008 ໔ɾҝ൬2008 αཕ̠ɾࠗಋল ɾҝڬ৻ంйๅ ൬ɻɾʗ 2009αཕ̠ɾࠗಋ ڬHKFRSs (Amendments) Annual Improvements to HKFRSs ࠗಋল৻ంйๅ αڬissued in 2009 ࠳̯߯ ল৻ంйๅ ۹ɾҝ൬ ʻ˟ɾټඑ྆˞ଊ ڬHKFRS 2 (Amendment) Group Cash-settled Share-based ࠗಋল৻ంйๅ מPayment Transactions 2໔࠳̯߯ ٖ͚ͫ พ৻ԡ ڬHKFRS 3 (Revised) Business Combinations ࠗಋল৻ంйๅ 3໔࠳߯ ၃ʥዟ͓ল৻ ڬHKAS 27 (Revised) Consolidated and Separate ࠗಋผ߮ๅ ٲFinancial Statements 27໔࠳߯ ం ༅ࣟྦྷҿඖ͌ ڬHKAS 39 (Amendment) Eligible Hedged Items ࠗಋผ߮ๅ 39໔࠳̯߯ ଊڈHK(IFRIC) - Int 17 Distributions of Non-cash Assets to ࠗಋਝল৻ ΉኟτɁʗݢ ༅ଐټ Owners ంйᘷկࡗผ Ð ᘷ17໔ ɾͶంٲHK Interpretation 5 Presentation of Financial ࠗಋᘷ5໔ ল৻ం Statements - Classification by the ÐࠥಁɁྦྷ˳ф Borrower of a Term Loan that ˿፭ࣂ߬ұ
Annual Report 2010 Contains a Repayment on ᑹૈಁɾց౨ Demand Clause ൘ಁɾʗᗘ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 83
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
2. APPLICATION OF NEW AND REVISED 2. ઔढ़ณ߯ʥ࠳߯ࠗಋল Notes to the Consolidated Financial Stat ࠗಋল৻ంڬHONG KONG FINANCIAL REPORTING ৻ంйๅ ᙩڬSTANDARDS (“HKFRSs”) (Cont’d) йๅ
ഽڃٲα۹́ ၃ল৻ంܧɀཌྷȹཌྷαȹ˂ȹˀնɾলכ The following new standards and amendments and interpretations dڬᗐɾณๅޚto standards are effective for the accounting period beginning on ࢽԎྦྷ̯එ྆ɾᏪพᐜ ΣɎiڬ1st January, 2010 and are relevant to the Group’s operations: ࠳߯ʥᘷɾল৻ంйๅ
ࢽˀ́כ3໔࠳߯ڬHKFRS 3 (Revised) introduces significant changes in the accounting ࠗಋল৻ంйๅ ؿพ৻܃for business combinations occurring after the beginning on or after ౨ݯɀཌྷȹཌྷαȹ˂ȹˀֶɾ үכ1st January, 2010. For subsidiaries acquired through step acquisition, ԡɾผ߮୮ଉ൬Ϸȿࠇɣ࠳߯eྦྷ
ements ᙔʔ̇cಲ߬ΕҰνᑪආݒ߮ڃthe requirement to measure at fair value every asset and liability at νᑪɾ each step for the purposes of calculating a portion of goodwill has ့ԯ༅ଐ߲ඦɾʔ̡ࠤ˞ᆢႏݯਆᙷc ᙔڃֺԡɾکbeen removed. Instead, goodwill is measured as the difference at Ϥܰ˞νᑪˀၤνᑪˀɾ ҙ༅ɾʔ̡ࠤ့߮cᔝᜑˤძၤܛthe acquisition date between the fair value of any investments in ʔֺ̇ ڈthe business held before the acquisition, the consideration νᑪ૱༅ଐʔ̡ࠤؿᔾᆢႏݯਆᙷe ԝɾ˿ፑႏᎶЌ༅ଐˈܘtransferred and the net assets acquired. Non-controlling interests ઁٖᚬऩ࣓ኣԯ ๑ʔ̡ࠤ߮൴eτᗐνᑪι̯ܘare measured either at their proportionate interest in the net ૱ࠤֶ ʻɻᆢႏϤɺ߮Ƀਆᙷɻeֶಳכidentifiable assets or at fair value. Acquisition-related costs are generally recognised as expenses (rather than included in goodwill). ˤძ̦Ενᑪˀܘʔ̡ࠤ့߮ʥᆢႏe Ꮆޚಳˤძɾʔ̡ࠤᛰ৽๑ԯˢֶ܃Contingent consideration must be recognised and measured at fair ౨ ၃ͲכɃሏcڬvalue at the acquisition date. Subsequent changes in fair value of ؿࠗಋল৻ంйๅ ɻᆢႏϤɺܰሁኬਆᙷeٲcontingent consideration are recognised in accordance with other ࠍνऩం HKFRSs, usually in the consolidated statement of comprehensive income (rather than by adjusting goodwill).
27࠳߯ஃցcΣઁԹᚬӀڬHKAS 27 (Revised) requires the effects of all transactions with non- ࠗಋผ߮ๅ מᚬऩ൬Ϸؿֺτ͚ٖઁڈၤڬcontrolling interests to be recorded in equity if there is no change in τҝᛰc ੀמcontrol and these transactions will no longer result in goodwill or ؿᄧᚊ̦ΕᚬऩɻеͶcϤϊ೩͚ ͛ڬgains and losses. The standard also specifies the accounting when ɺʹᄧᚊਆᙷֶึСʥᑋฌeϊඖๅ Թᚬࣂؿผ߮୮ଉʿؒcྡྷઁ˾̖עcontrol is lost. Any remaining interest in the entity is re-measured to Ͷ ၃כfair value, and a gain or loss is recognised in the consolidated ؿᚬऩ˞ʔ̡ࠤࠇณ߮൴cԎ ɻᆢႏݯึСֶᑋฌeΐٲstatement of comprehensive income. HKAS 27 (Revised) has had Ͳࠍνऩం ྡྷכᚬऩଐ́ӵΥֶٖઁڈno impact on the current period, as none of the non-controlling Ӏτ ʋτ܃जᚬऩړinterests have a deficit balance; there have been no transactions ɰ̖˾ઁԹᚬЩԚኟτ c՞מᚬऩଐ͚ٖ́ઁڈcʥԎಲၤמwhereby an interest in an entity is retained after the loss of control ͚ 27࠳߯ྦྷ౨ӀτͨЄڬof that entity, and there have been no transaction with non-controlling ࠗಋผ߮ๅ interests. ᄧᚊe
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 84
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ 2. APPLICATION OF NEW AND REVISED 2. ઔढ़ณ߯ʥ࠳߯ࠗಋল ࠗಋল৻ంڬHONG KONG FINANCIAL REPORTING ৻ంйๅ
ements ᙩڬSTANDARDS (“HKFRSs”) (Cont’d) йๅ
α۹ɾҝڬThe Annual Improvements to HKFRSs issued in 2009 contain 2009αཕ̠ɾࠗಋল৻ంйๅ 17໔ै༉cʵڬamendments to HKAS 17, “Leases”, which has resulted in a change ൬ɻ˳фҝ൬ผ߮ๅ in accounting policy for the classification of leasehold land of the ϭ̯එ྆ҝᛰྦྷै༉ɠΔʗᗘɾผ߮ܧ Group. Previously, the Group’s interests in leasehold land were ೪e༦֡c̯එ྆ੀै༉ɠΔᚬऩʗᗘݯ ᇃؒᚫሻق˞ै౨ܘaccounted for as prepaid operating leases which were amortised ད˟Ꮺैc ɻᆢႏe࣓ኣผ߮ٲ၃Ͳࠍνऩంכഽ and recognised in the consolidated statement of comprehensive Ԏڃٲ၃ল৻ం ༉ɠΔɾैכ17໔࠳̯߯cͅڬincome over the unexpired lease terms using the straight-line ๅ method. As substantially all risks and rewards of the leasehold land ɣʗࠓ፮ʥΑంяႏցݯɰᔝᜑʀ̯ are considered having been transferred to the Group based on HKAS එ྆c̯එ྆ଊࣂɰੀै༉ɠΔᚬऩʗᗘ
ι̯ಕୃዶҗᓿɃܘNotes to the Consolidated Financial Stat to the Consolidated Notes 17 (Amendment), the Group’s interests in leasehold land are now ݯጪ༅ै༉༅ଐcԎ τ༅ܫն͓߯ैࣂٱܘaccounted for as assets held under finance leases and are stated at ሏeτᗐ࠳߯ɰ cost less accumulated depreciation. The amendment has been ࢿྦྷɀཌྷȹཌྷαȹ˂ȹˀֆ̰Է౨ɾै ༦֡αכapplied retrospectively to unexpired leases since 1st January, 2010 АুืᎶ͂e࠳߯ྦྷ̯එ྆ on the basis of information existing at the inception of the leases. ۹ˮਕɾै༉ɠΔԎɺሬ͂e The amendment does not apply to the leasehold land disposed of by the Group in prior years.
1໔লڬHK Interpretation 5 is a clarification of an existing standard, HKAS 1, ࠗಋᘷ5໔Ƚྦྷࠗಋผ߮ๅ ˳ɾеంАˮᅰeᘷᅰcٲPresentation of Financial Statements”. This interpretation clarifies ৻ం“ ಁɁಲૈͧᚬС˞፭ࣂණ͚൘ಁיthat term loans that include a clause that gives the lender the фʀ unconditional right to call the loans at any time (“repayment on ૈಁ(ܘ߬ұᑹಁૈಁ)ɾτ౨൘ಁᎶࠥͅ demand clause”) should be classified by the borrower as current ಁɁʗᗘݯݚ৽߲ඦԎ߬ұুืᎶ͂eᎶ liabilities and requires retrospective application. The application of ͂ࠗಋᘷ5໔ྦྷ̯౨ʥ֡౨ผ߮౨ංพ ؗɾᇁႇʥеͶʿβลಲࠇɣرHK Interpretation 5 had no material effect on how the results and ᐜʥল৻ financial position for the current or prior accounting periods have ᄧᚊeΐϊcಲАˮ֡౨ሁኬe been prepared and presented. Accordingly, no prior period adjustment has been required.
ɀཌྷȹɀαȹכIn addition, the Group has early adopted HKAS 12 (Amendment) ϊ̔c̯එ྆ɰొξઔढ़ նɾα۹౨ං́ࢽɾࠗಋ܃which is effective for annual periods beginning on or after 1st January, ˂ȹˀֶɾ 12໔࠳̯߯eڬผ߮ๅ .2012
12໔ɾ࠳߯ొˮ˞ʔ̡ძڬThe amendment to HKAS 12, introduce a presumption that an ࠗಋผ߮ๅ พੀผ༦ˮਕʿβͲᅕذinvestment property measured at fair value is recovered entirely through ࠤ߮൴ɾҙ༅ พݯ˿җᓿʥذsale. This presumption is rebutted if the investment property is νΑؿઐցeτᗐҙ༅
พʑؿذAnnual Report 2010 depreciable and is held within a business model whose objective is to ˞३သɣɐֺτ˳фΕҙ༅ consume substantially all of the economic benefits embodied in the Ꮬऩݯ͌ؿcϤɺܰ˞ˮਕʿβؿਆพ ઐᓺeΕϊ࠳˿ڬτcτᗐઐցܛinvestment property over time, rather than through sale. Prior to the ᅡβ พذcτᗐ˞ʔ̡ძࠤ߮൴ɾҙ༅کamendment, deferred taxation on investment properties at fair value is ߯ɾ พذҙ༅ܮmeasured to reflect the tax consequences of recovering the carrying ؿႮ֝ೢඖcผ༦Ԛ͂˞ʦ amounts of investment properties through use. Therefore, based on ሏࠍࠤؿೢ৻ϤАˮ߮൴eΐϊcਥ พԎɺذࠗಋɾҙ༅כ࠳߯c̯එ྆כ the amendment, the Group’s investment properties in Hong Kong do พΐࠇณЅࠤֶพ৻ԡଐ́ذnot have to provide deferred tax on fair value changes arising from ߬గҙ༅ ޚڈrevaluation of investment properties or arising from a business ɾʔ̡ࠤᛰ৽АˮႮ֝ೢඖᅆௐc combination, unless the presumption is rebutted. This change in policy ᗐઐցઐᓺe̯එ྆ɰুืᎶ͂ϊܧ೪ ɀཌྷཌྷȾαȹ˂ȹˀɾ౨כhas been applied retrospectively by restating the opening balances at ᛰ৽cԎࠇͶ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES ˂ᔾcʥΐϊగ࿀ϭɀཌྷཌྷȾαɊɀٱ 1st January, 2009, with consequential adjustments to comparatives for the year ended 31st December, 2009. ɍɊȹˀ˅α۹ɾˈ༖ᅕΥАˮሁኬe 85
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
2. APPLICATION OF NEW AND REVISED 2. ઔढ़ณ߯ʥ࠳߯ࠗಋল Notes to the Consolidated Financial Stat ࠗಋল৻ంڬHONG KONG FINANCIAL REPORTING ৻ంйๅ ᙩڬSTANDARDS (“HKFRSs”) (Cont’d) йๅ
ഽڃٲɾ ၃ল৻ంٲ၃Ͳࠍνऩంכ೪ᛰ৽ܧEffects of the changes in the accounting policies on the consolidated ผ߮ statement of comprehensive income: ᄧᚊi
Year ended 31st December, 2009 ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹ Originally stated HKAS 12 Restated ࠗಋผ߮
ements 12໔ࠇͶڬࡈͱͶˮ ๅ HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ
Share of results of associates ᚫЌᐲᏪʔ̇พᐜ 122,630 22,176 144,806 (Income tax (expense) credit ֺೢʻᅆΑ (1,528,111) 1,353,018 (175,093 Profit for the year ̯α۹ึС 8,672,272 1,375,194 10,047,466
Profit for the year attributable to: ᎶЌ̯α۹ึСi Owners of the Company ̯ʔ̇ኟτɁ 8,648,727 1,374,696 10,023,423 ᚬऩ 23,545 498 24,043ٖઁڈ Non-controlling interests
8,672,272 1,375,194 10,047,466
СಋʏޔEarnings per share (HK$) Ұٖ Basic and diluted ਥ̯ʥᚫᑁ 4.34 0.68 5.02
ɾٲؗంر၃ল৻כ೪ᛰ৽ܧEffects of the changes in the accounting policies on the consolidated ผ߮ statement of financial position: ᄧᚊi
At 31st December, 2009 At 1st January, 2009 ɀཌྷཌྷȾαȹ˂ȹˀכ ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀכ Originally Originally stated HKAS 12 HKAS 17 Restated stated HKAS 12 HKAS 17 Restated ࠗಋผ߮ ࠗಋผ߮ ࠗಋผ߮ ࠗಋผ߮ 17໔ࠇͶڬ12໔ ๅڬ17໔ ࠇͶ ࡈͱͶˮ ๅڬ12໔ ๅڬࡈͱͶˮ ๅ HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ
พʥԯˢ՞ց༅ଐ 90,045 – 328,181 418,226 104,739 – 1,536,953 1,641,692ذ Properties and other fixed assets Prepaid lease payments ད˟ै༉ಁඖ 328,181 – (328,181) – 1,536,953 – (1,536,953) – Interests in associates ᐲᏪʔ̇ᚬऩ 1,018,346 6,539 – 1,024,885 869,727 (15,637) – 854,090
Deferred tax assets Ⴎ֝ೢඖ༅ଐ 70,905 (62,257) – 8,648 96,690 (93,329) – 3,361 ɀཌྷȹཌྷααం (Deferred tax liabilities Ⴎ֝ೢඖ߲ඦ (5,346,041) 4,936,154 – (409,887) (3,882,381) 3,614,208 – (268,173 (ᚬऩ (798,966) (1,687) – (800,653) (652,056) (1,189) – (653,245ٖઁڈ Non-controlling interests (जึС (35,225,105) (4,878,749) – (40,103,854) (29,852,639) (3,504,053) – (33,356,692ړ Retained profits
ജɁ
พඑ྆ 86
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ 2. APPLICATION OF NEW AND REVISED 2. ઔढ़ณ߯ʥ࠳߯ࠗಋল ࠗಋল৻ంڬHONG KONG FINANCIAL REPORTING ৻ంйๅ
ements ᙩڬSTANDARDS (“HKFRSs”) (Cont’d) йๅ
ԎڬSave as described above, the application of the new HKFRSs had ɐ߸者̔cઔढ़ณࠗಋল৻ంйๅ no material effect on how the results and financial position for the ಲྦྷ̯ผ߮౨ංʥ༦֡ผ߮౨ංɾᏪพ ؗɾᇁႇʥеͶʿؒιࠇɣرcurrent or prior accounting periods have been prepared and ᐜʥল৻ ϊ̯එ྆ಲАˮ̯౨ංֶ༦֡ܨpresented. Accordingly, no other prior period adjustment has been ᄧᚊc required. ผ߮౨ංɾሁኬe
ഽڃٲ၃ল৻ం
The Group has not early adopted the following new HKFRSs that ̯එ྆Ԏ̰ొξઔढ़ɎͶɰཕ̠Ўʋ̰́ eڬhave been issued but are not yet effective. ࢽɾณࠗಋল৻ంйๅ
Notes to the Consolidated Financial Stat to the Consolidated Notes 2010αཕ̠ɾࠗಋ ڬHKFRSs (Amendments) Improvements to HKFRSs issued ࠗಋল৻ంйๅ ɾڬin 20106 ࠳̯߯ ল৻ంйๅ ҝ൬6 ጪ༅ଐɾټᚉÐׄ ڬHKFRS 7 (Amendment) Disclosure - Transfer of Financial ࠗಋল৻ంйๅ Assets4 7໔࠳̯߯ ᔝᜑ4 ጪɮԮ5ټ ڬHKFRS 9 Financial Instruments5 ࠗಋল৻ంйๅ 9໔ ᗐடɁɡׄᚉ3 ڬHKAS 24 (Revised) Related Party Disclosures3 ࠗಋผ߮ๅ 24໔࠳߯ Ԝٖʗᗘ1 ڬHKAS 32 (Amendment) Classification of Rights Issues1 ࠗಋผ߮ๅ 32໔࠳̯߯ ұ3ټHK(IFRIC) - Int 14 Prepayments of a Minimum ࠗಋਝল৻ ད˟Г༅ (Amendment) Funding Requirement3 ంйᘷկࡗผ Ð ᘷ14໔ ࠳̯߯ ሻאHK(IFRIC) - Int 19 Extinguishing Financial ࠗಋਝল৻ంй ˞ٖ̯ɮԮ ጪ߲ඦ2ټ Liabilities with Equity ᘷկࡗผ Instruments2 Ð ᘷ19໔
նɾα܃ɀཌྷȹཌྷαɀ˂ȹˀֶɾכ Effective for annual periods beginning on or after 1st February, 1 1 b۹౨ං́ࢽ 2010 նɾα܃ɀཌྷȹཌྷαȼ˂ȹˀֶɾכ Effective for annual periods beginning on or after 1st July, 2010 2 2 b۹౨ං́ࢽ նɾα܃ɀཌྷȹȹαȹ˂ȹˀֶɾכ Effective for annual periods beginning on or after 1st January, 3 3 b۹౨ං́ࢽ 2011
Annual Report 2010 նɾα܃ɀཌྷȹȹαȼ˂ȹˀֶɾכ Effective for annual periods beginning on or after 1st July, 2011 4 4 b۹౨ං́ࢽ նɾα܃ɀཌྷȹɍαȹ˂ȹˀֶɾכ Effective for annual periods beginning on or after 1st January, 5 5 b۹౨ං́ࢽ 2013 ɀཌྷȹཌྷαȼ˂ȹˀֶɀཌྷȹȹαȹכ Effective for annual periods beginning on or after 1st July, 2010 6 6 նɾα۹౨ං́ࢽ܃and 1st January, 2011, as appropriate b˂ȹˀֶɾ bΣሬ͂
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 87
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
2. APPLICATION OF NEW AND REVISED 2. ઔढ़ณ߯ʥ࠳߯ࠗಋল Notes to the Consolidated Financial Stat ࠗಋল৻ంڬHONG KONG FINANCIAL REPORTING ৻ంйๅ ᙩڬSTANDARDS (“HKFRSs”) (Cont’d) йๅ
ഽڃٲ၃ল৻ం ڬThe Group is in the process of assessing the potential impact of ̯එ྆ଊ̳ിЅ೩ณࠗಋল৻ంйๅ these new HKFRSs but is not yet in a position to determine whether ɾᅶΕᄧᚊcֆ̰ॶᆢց೩ณࠗಋল ؗɾᇁႇرᏪพᐜʥল৻ྦྷڬthese new HKFRSs will have a significant impact on how its results ৻ంйๅ of operations and financial position are prepared and presented. ʥеͶʿβผЯ࿚ιࠇɣᄧᚊe೩ณࠗ พᐜʥল৻܃ผኒߎˀֶڬThese new HKFRSs may result in changes in the future as to how ಋল৻ంйๅ ؗɾᇁႇʥеͶʿβˮଊᛰ৽eر .the results and financial position are prepared and presented
ements 3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ POLICIES
ɰ࣓ኣࠗಋผ߮ʔผཕ̠ٲThe consolidated financial statements have been prepared in ၃ল৻ం ֺτሬ͂ɾПܢ˳ڬaccordance with Hong Kong Financial Reporting Standards, which is ɾࠗಋল৻ంйๅ ࠗಋڬdࠗಋผ߮ๅڬa collective term that includes all applicable individual Hong Kong ࠗಋল৻ంйๅ Ϥڬʥᘷʥࠗಋʔႏผ߮ࡈڬFinancial Reporting Standards, Hong Kong Accounting Standards ผ߮ๅ ᐲֺ͚ܢ˳͛ٲHKASs”) and Interpretations issued by the HKICPA, and accounting ᇁႇeϊ̔c၃ল৻ం“) ʥࠗಋʔ̇ૈڬɐ̟ஃڬprinciples generally accepted in Hong Kong. In addition, the ᖬԴɐ̟ஃ consolidated financial statements include applicable disclosures ԝஃցɾሬ͂ׄᚉԑඖe required by the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) and by the Hong Kong Companies Ordinance.
Ƚ࣓ኣዃ̌ι̯ؒᇁႇcٲThe consolidated financial statements have been prepared on the ၃ল৻ం ጪɮԮ̔cټพʥذʔ̡ࠤ߮ɾߗɳܘ historical cost basis except for certain properties and financial instruments, which are measured at fair values, as explained in the τᗐɾผ߮ܧ೪ᘻ߸ΣɎe accounting policies set out below.
(a) Basis of consolidation (a) ၃ሏ͌ਥๅ
ᙔʔ̇ڃ Subsidiaries
එ྆τᚬઁԹԯল৻ʥ̯ܞᙔʔ̇ڃ Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally Ꮺ༜ܧ೪c˘ȹঁኟτԯ༦˸ᅕҙ ിЅ̯එכ൴ɾֺτྡྷeٖܛaccompanying a shareholding of more than one half of the ᚬɾ voting rights. The existence and effect of potential voting rights ྆ܰЯઁԹ̊ȹྡྷࣂcผϣᄬܰЯ that are currently exercisable or convertible are considered ΦΕЩࣂ˿ϷԚֶᔝɾᅶΕҙᚬ
ɀཌྷȹཌྷααం Թᔝଫϭ̯ઁכᙔʔ̇ڃwhen assessing whether the Group controls another entity. ʥԯᄧᚊe එ྆ʑԡcԎ̯כSubsidiaries are fully consolidated from the date on which එ྆ˀͲᅕ Թᚬୄ˅ˀ̯එ྆ɻࡃઁכ control is transferred to the Group. They are de-consolidated from the date that control ceases. e
ജɁ
พඑ྆ 88
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ements
(a) Basis of consolidation (Cont’d) (a) ၃ሏ͌ਥๅᙩ
ᙔʔ̇ᙩڃ (Subsidiaries (Cont’d
The Group uses the acquisition method of accounting to ̯එ྆ઔ͂ผ߮νᑪ့ؒ߮พ৻ ᙔʔ̇ɾᔝᜑˤძݯֺᔝڃaccount for business combinations. The consideration ԡeνᑪ
ഽڃٲ၃ল৻ం transferred for the acquisition of a subsidiary is the fair values ᜑ༅ଐdֺଐ߲́ඦʥ̯එֺ྆ೕϷ ܢ˳of the assets transferred, the liabilities incurred and the equity ٖ̯ᚬऩɾʔ̡ࠤeֺᔝᜑˤძ interests issued by the Group. The consideration transferred ֶಳˤძΪખଐ́ɾͨЄ༅ଐֶ߲ඦ ଐ́ࣂͶכᗐι̯ޚincludes the fair value of any asset or liability resulting from a ɾʔ̡ࠤeνᑪ
Notes to the Consolidated Financial Stat to the Consolidated Notes พ৻ԡࣂֺνᑪɾ˿ፑכcontingent consideration arrangement. Acquisition-related ݯʻe costs are expensed as incurred. Identifiable assets acquired П༅ଐʥֺֻኪɾ߲ඦʥֶಳ߲ඦc ܘνᑪˀ౨ɾʔ̡ࠤ߮൴eܘүٱ and liabilities and contingent liabilities assumed in a business ઁڈcombination are measured initially at their fair values at the ඖνᑪਥๅc̯එ྆˞ʔ̡ࠤֶ ૱ԝᎶЌνᑪɁ༅ଐˈܘacquisition date. On an acquisition-by-acquisition basis, the ٖᚬऩ ᚬऩeٖઁڈGroup recognises any non-controlling interest in the acquiree ࠤcᆢႏνᑪɁ either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.
ᙔʔ̇ɾҙ༅Ƚ˞ι̯κಕࠤڃכ Investments in subsidiaries are accounted for at cost less ߮כܮimpairment. Cost is adjusted to reflect changes in consideration ɾʿؒɃሏeι̯ሁኬ˞ʦ νᑪˀ౨߮Ɋɀͅٽarising from contingent consideration amendments within the ൴౨ං measurement period (a maximum of 12 months from the ˂ΐֶಳˤძ࠳߯ଐ́ɾˤძᛰ અᎶЌقҙ༅ɾܢ˳acquisition date). Cost also includes direct attributable costs ৽eι̯͛ of investment. ͂e
The excess of the consideration transferred, the amount of Σ൚ˮᔝᜑˤძੱؗcνᑪɁɾͨ νכکᔾʥͨЄͱټᚬऩٖઁڈany non-controlling interest in the acquiree and the acquisition- Є νᑪˀ౨ɾʔ̡ࠤכdate fair value of any previous equity interest in the acquiree ᑪɁɾٖ̯ᚬऩ over the fair value of the identifiable net assets acquired is ൚ˮֺνᑪɾ˿ፑП༅ଐ૱ࠤɾʔ̡ recorded as goodwill. If this is less than the fair value of the ࠤɾᔾȽͶАਆᙷe࠱Εᘪძνᑪ ᙔʔڃֺνᑪכnet assets of the subsidiary acquired in the case of a bargain ɾੱؗɎcᅕᔾГ τᗐᔾੀڬpurchase, the difference is recognised directly in the ̇༅ଐ૱ࠤɾʔ̡ࠤc
ʑᆢႏeٲઅΕ၃Ͳࠍνऩق .Annual Report 2010 consolidated statement of comprehensive income
ɾמdʥ͚מInter-company transactions, balances and unrealised gains on එ྆ʑʔ̇ංɾ͚ transactions between group companies are eliminated. ̰ᛰଊνऩผʀ˞࿁ሻḛᛰଊᑋฌ Unrealised losses are also eliminated. ͛ʀ˞࿁ሻe
ᙔʔ̇ɾͲࠍνऩʥʻˮᐢᔾᓊᙔڃ Total comprehensive income and expense of a subsidiary is ᚬऩcЩԚٖઁڈʔ̇ኟτɁʥ̯כ -attributed to the owners of the Company and to the non ᚬऩଐ́ӵΥeٖઁڈcontrolling interests even if this results in the non-controlling ผኒߎ interests having a deficit balance.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 89
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
(a) Basis of consolidation (Cont’d) (a) ၃ሏ͌ਥๅᙩ
ഽڃٲ၃ল৻ం
מᚬऩ͚ٖઁڈ Transactions with non-controlling interests
מᚬऩ൬Ϸɾ͚ٖઁڈThe Group treats transactions with non-controlling interests ̯එ྆ੀԯၤ as transactions with equity owners of the Group. For purchases ഼ݯၤ̯එ྆ᚬऩኟτɁɾං൬Ϸɾ ᚬऩᑪൕcֺʻ˟ɾٖઁڈeΉמfrom non-controlling interests, the difference between any ͚ ૱ᙔʔ̇༅ଐڃconsideration paid and the relevant share acquired of the ͨЄˤძၤֺνᑪɾ
ements ᚬऩɻכᗐʗɾᔾcޚcarrying value of net assets of the subsidiary is recorded in ࠤሏࠍࠤ ᚬऩ൬Ϸˮਕֺଐٖ́ઁڈequity. Gains or losses on disposals to non-controlling interests ɃሏeΉ ᚬऩɃሏeכᑋ͛ޔare also recorded in equity. ɾ
When the Group ceases to have control or significant influence, ࠱̯එ྆ୄ˅ኟτઁԹᚬֶࠇɣᄧᚊ ԯܘजᚬऩړྡྷɾͨЄכany retained interest in the entity is remeasured to its fair Ɉcԯ כڬvalue, with the change in carrying amount recognised in profit ʔ̡ࠤࠇณ߮൴cϤሏࠍࠤᛰ৽ նሏٱܞor loss. The fair value is the initial carrying amount for the ึСֶᑋฌɻᆢႏeʔ̡ࠤ ɃሏͶАᐲᏪʔ̇d܃Ϥԯכpurposes of subsequently accounting for the retained interest ࠍࠤԎ जᚬऩeϊړጪ༅ଐɾټas an associate, joint venture or financial asset. In addition, Ꮺͬพֶ ԯˢ၃νऩʑᆢႏၤכکany amounts previously recognised in other comprehensive ̔cͱ અقඑ྆ɰ̯ܘᔾټincome in respect of that entity are accounted for as if the ྡྷτᗐɾͨЄ Group had directly disposed of the related assets or liabilities. ˮਕτᗐ༅ଐֶ߲ඦɾʿβɃሏe Εԯˢ၃νऩʑᆢکThis may mean that amounts previously recognised in other ˿ॶ෮Ոടͱ ၃Ͳࠍνऩంכᔾࠇณʗᗘټcomprehensive income are reclassified to the consolidated ႏɾ eٲ .statement of comprehensive income
ᐲᏪʔ̇ɾᚬऩಕʭcϤࠇɣᄧכIf the ownership interest in an associate is reduced but ࠱ ԯˢ၃νऩכکͱڬजcړsignificant influence is retained, only a proportionate share of ᚊɈᏵ ᔾඩτȹցˈԝʗࠇณټthe amounts previously recognised in other comprehensive ʑᆢႏɾ Σሬ͂eٲ၃Ͳࠍνऩంכincome are reclassified to the consolidated statement of ʗᗘ comprehensive income where appropriate.
(b) Goodwill (b) ਆᙷ
ᙔʔֶ̇ᐲᏪʔֺ̇ଐ́ɾਆڃGoodwill arising on an acquisition of a subsidiary or an νᑪ ι̯ಕͨЄୃܘΕνᑪˀ౨ɾכܞassociate at acquisition date is carried at cost less any ᙷ
accumulated impairment losses. ߮ಕࠤᑋฌe ɀཌྷȹཌྷααం
ᙔʔֺ̇ଐ́ɾɰᅆ˨༅̯ਆڃCapitalised goodwill arising on an acquisition of a subsidiary νᑪ ʗеͶeٲؗంر၃ল৻כis presented separately in the consolidated statement of ᙷȽ financial position. Capitalised goodwill arising on an acquisition νᑪᐲᏪʔֺ̇ଐ́ɾɰᅆ˨༅̯ਆ
ജɁ of an associate is included in the cost of the investment of ᙷ˳ܢΕҙ༅τᗐᐲᏪʔ̇ι̯ɻe
the relevant associate. พඑ྆ 90
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ements
(b) Goodwill (Cont’d) (b) ਆᙷᙩ
For the purposes of impairment testing, goodwill arising from గಕࠤಡϤӰcνᑪֺଐ́ɾਆᙷ νᑪɾԾכan acquisition is allocated to each of the relevant cash- ผʗϭΈད౨˿Շయ ټଐ́௰ϽֶΛୂଊټgenerating units, or groups of cash-generating units, that are ࢽऩɾτᗐଊ ଐ́௰Ͻټexpected to benefit from the synergies of the acquisition. A ଐ́௰Ͻeਆᙷֺᙔɾଊ
ഽڃٲ၃ল৻ం τ༌ോᛷ͐௰Ͻ˿ॶˮכcash-generating unit to which goodwill has been allocated is ผҰαʥ α۹ܧtested for impairment annually, and whenever there is an ଊಕࠤࣂ൬Ϸಕࠤಡeగল indication that the unit may be impaired. For goodwill arising ʑνᑪֺଐ́ɾਆᙷϤӰcਆᙷֺᙔ α۹Ңܧলכଐ́௰Ͻผټon an acquisition in a financial year, the cash-generating unit ɾଊ
Notes to the Consolidated Financial Stat to the Consolidated Notes ଐ́௰Ͻɾټ൬Ϸಕࠤಡe࠱ଊک to which goodwill has been allocated is tested for impairment ಕࠤᑋڬԯሏࠍࠤcכᔾГټbefore the end of that financial year. When the recoverable ˿νΑ amount of the cash-generating unit is less than the carrying ฌผͱʗ˞ሁಕ௰ϽͨЄਆᙷɾ ௰ϽʑΈඖ༅ଐܘڬ܃amount of the unit, the impairment loss is allocated to reduce ሏࠍࠤcԯ the carrying amount of any goodwill allocated to the unit first, ɾሏࠍࠤɾˈԝʗϭ௰Ͻɾԯˢ כઅقand then to the other assets of the unit pro rata on the basis ༅ଐeͨЄਆᙷɾಕࠤᑋฌผ ɻᆢႏeਆᙷɾಕٲof the carrying amount of each asset in the unit. Any ၃Ͳࠍνऩం ౨ංᅆΑe܃֡כimpairment loss for goodwill is recognised directly in the ࠤᑋฌɺผ consolidated statement of comprehensive income. An impairment loss for goodwill is not reversed in subsequent periods.
ᙔʔֶ̇ᐲᏪʔ̇Ϥᔤցڃˮਕ܃On subsequent disposal of a subsidiary or an associate, the ˀ attributable amount of goodwill capitalised is included in the ˮਕޔᑋࣂผ߮Ƀɰᅆ˨༅̯ɾਆᙷ ᔾeټdetermination of the amount of profit or loss on disposal. ֺЌɾ
νᑪʔ̇˿ᖫП༅ଐdכc) Excess of the Group’s interest in the net fair value of (c) ̯එ྆) an acquiree’s identifiable assets, liabilities and ߲ඦʥֶಳ߲ඦʔ̡૱ࠤֺЌᚬऩ contingent liabilities over cost (“Bargain purchase”) ঢ়ˮι̯ɾᔾᘪძνᑪ
ᙔʔֶ̇ᐲᏪʔֺ̇ଐ́ɾᘪڃBargain purchase arising on an acquisition of a subsidiary or νᑪ an associate represents the excess of the net fair value of an ძνᑪܞνᑪʔ̇˿ᖫП༅ଐd߲ acquiree’s identifiable assets, liabilities and contingent liabilities ඦʥֶಳ߲ඦʔ̡૱ࠤঢ়ˮพ৻ԡ
ᙔʔֺ̇ଐ́ɾڃAnnual Report 2010 over the cost of the business combination. Bargain purchase ι̯ɾಁᔾeνᑪ ٲ၃Ͳࠍνऩంכarising on an acquisition of a subsidiary is recognised ᘪძνᑪผЩࣂ immediately in the consolidated statement of comprehensive ɻᆢႏeνᑪᐲᏪʔֺ̇ଐ́ɾᘪძ ᔤց̯එ྆ᚫЌνᑪҙ༅ɾᐲכincome. Bargain purchase arising on an acquisition of an νᑪ associate is recognised as income in the determination of the Ꮺʔ̇พᐜࣂᆢႏݯνऩe Group’s share of results of the associate in which the investment is acquired.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 91
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ᐲᏪʔ̇ɾҙ༅כ (d) Investments in associates (d)
ഽڃٲ၃ল৻ం
An associate is an entity over which the investor has significant ᐲᏪʔ̇ݯҙ༅者ྦྷԯኟτࠇɣᄧᚊ ڈᙔʔ̇c͛ڃכinfluence and that is neither a subsidiary nor an interest in a Ɉɾʔ̇c˘ɺᙔ τܞᏪʔ̇ɾᚬऩeࠇɣᄧᚊɈכ joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee ᚬၤઅՇҙ༅者ɾল৻ʥᏪ༜ܧ೪ ೪ኟτઁԹᚬֶܧ೩ྦྷڈbut is not control or joint control over those policies. ҺցcЎ ͳઁԹᚬe
ements
The results and assets and liabilities of associates are ᐲᏪʔ̇ɾพᐜʥ༅ଐၤ߲ඦС͂ผ e࣓ኣᚬٲincorporated in these consolidated financial statements using ߮ᚬऩؒ߮Ƀ၃ল৻ం ι̯˞ٱᐲᏪʔ̇ɾҙ༅כthe equity method of accounting. Under the equity method, ऩؒc ʑͶሏcԎ̯ٲؗంرinvestments in associates are initially recognised in the Ε၃ল৻ consolidated statement of financial position at cost and එ྆ᚫЌᐲᏪʔ̇༅ଐ૱ࠤɾνᑪ܃ adjusted thereafter for the post-acquisition changes in the ᛰ৽ϤሁኬcಕПҙ༅ɾಕࠤᑋฌ Group’s share of net assets of the associates, less any Ͷሏe࠱̯එ྆ᚫЌᐲᏪʔ̇ɾᑋฌ ͨܢ˳impairment in the value of individual investment. When the ঢ়ˮԯֺЌᐲᏪʔ̇ᚬऩ ᐲᏪʔ̇ɾכGroup’s share of losses of an associate exceeds the Group’s Єྡྷሔɐ࿚ι̯එ྆ ڬ౨ᚬऩcٽinterest in that associate (which includes any long-term ૱ҙ༅ȹʗɾͨЄ interests that, in substance, form part of the Group’s net ̯එ྆ผୄ˅ᆢႏԯᚫЌɾԯˢᑋ investment in the associate), the Group discontinues ฌe̯එ྆ผగᔾ̔ᚫЌɾᑋฌᅆ recognising its share of further losses. Additional losses are ௐcඩ˞̯එ྆ɰଐ́ؒցֶઐց ᐲᏪʔ̇˟ಁݯࠉeٲprovided only to the extent that the Group has incurred legal ஐֶͨˤ or constructive obligations or made payments on behalf of that associate.
Any excess of the Group’s share of the net fair value of the ̯එ྆ᎶЌɾ˿ᖫП༅ଐd߲ඦʥֶ identifiable assets, liabilities and contingent liabilities over the ಳ߲ඦɾʔ̡૱ࠤിЅ܃൚ˮνᑪ ၃Ͳࠍכઅقτᗐᔾੀڬcost of acquisition, after reassessment, is recognised ι̯e ʑᆢႏeٲimmediately in the consolidated statement of comprehensive νऩం income.
Where a group entity transacts with an associate of the Group, ࠱ȹඑ྆ྡྷၤ̯එ྆ɾᐲᏪʔ̇൬ එֺ྆ЌτᗐᐲᏪʔ̯ܘڬcמprofits and losses are eliminated to the extent of the Group’s Ϸ͚ interest in the relevant associate. ̇ᚬऩݯࠉϤ࿁ሻฌऩe
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 92
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ements
(e) Jointly controlled entities (e) ͳઁԹዀ࿚
Joint venture arrangements that involve the establishment of ͳઁԹዀ࿚ܞ˞༅Ϊખ̊Ϸι͓ a separate entity in which venturers have joint control over ɾዟ͓ዀ࿚cԯ༅ʿኟτྦྷዀ࿚ the economic activity of the entity are referred to as jointly ɾᏜݠ৽ͳઁԹᚬe controlled entities.
ഽڃٲ၃ল৻ం
The results and assets and liabilities of jointly controlled entities ͳઁԹዀ࿚ɾพᐜʥ༅ଐၤ߲ඦС e࣓ٲare incorporated in the consolidated financial statements using ͂ผ߮ᚬऩؒ߮Ƀ၃ল৻ం the equity method of accounting. Under the equity method, ኣᚬऩؒcͳઁԹዀ࿚ᚬऩ˞ι̯
Notes to the Consolidated Financial Stat to the Consolidated Notes ʑͶሏcԎ̯ٲؗంرinterests in jointly controlled entities are carried in the Ε၃ল৻ consolidated statement of financial position at cost as adjusted එ྆ᚫЌͳઁԹዀ࿚ฌऩʥٖ̯ᚬ for post-acquisition changes in the Group’s share of the profit ऩᛰ৽ɾνᑪ܃ᛰ৽ϤሁኬcಕͨЄ or loss and of changes in equity of the jointly controlled entities, ɰᖫПಕࠤᑋฌͶሏe࠱̯එ྆ᚫЌ ঢ়ˮԯֶכ೩ޚless any identified impairment loss. When the Group’s share ͳઁԹዀ࿚ɾᑋฌ Єͨܢ˳of losses of a jointly controlled entity equals or exceeds its ֺЌͳઁԹዀ࿚ᚬऩ ͳઁԹዀ࿚כinterest in that jointly controlled entity (which includes any ྡྷሔɐ࿚ι̯එ྆ ౨ᚬऩcٽlong-term interests that, in substance, form part of the Group’s ɾ૱ҙ༅ȹʗɾͨЄ එ྆ผୄ˅ᆢႏԯᚫЌɾԯˢᑋ̯ڬ net investment in the jointly controlled entity), the Group discontinues recognising its share of further losses. An ฌe̯එ྆ผగᔾ̔ᚫЌɾᑋฌᅆ additional share of losses is provided for and a liability is ௐcԎผᆢႏ߲ඦcඩ˞̯එ྆ɰ ͳઁٲrecognised only to the extent that the Group has incurred ଐ́ؒցֶઐցஐֶͨˤ legal or constructive obligations or made payments on behalf Թዀ࿚˟ಁݯࠉe of that jointly controlled entity.
When a group entity transacts with a jointly controlled entity ࠱එ྆ྡྷၤ̯එ྆ɾͳઁԹዀ࿚ ผ˞̯එֺ྆Ќτᗐͳڬcמof the Group, unrealised profits or losses are eliminated to ൬Ϸ͚ the extent of the Group’s interest in the jointly controlled entity, ઁԹዀ࿚ᚬऩݯࠉϤ࿁ሻ̰ᛰଊฌ except to the extent that unrealised losses provide evidence ऩc࠱̰ᛰଊᑋฌᖬྡྷɰᔝᜑ༅ଐ Ͳᅕᆢႏᑋฌeڬof an impairment of the asset transferred, in which case, the ˮଊಕࠤc full amount of losses is recognised.
(f) Impairment losses (other than goodwill, intangible (f) ಕࠤᑋฌਆᙷʥಲࠉԚ͂α౨ɾ
Annual Report 2010 assets with indefinite useful lives) ಲѼ༅ଐ̔
ంй౨̱c̯එ྆ผᏎদԯτѼʥכ At the end of the reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to ಲѼ༅ଐɾሏࠍࠤc˞ᆢցτᗐ༅ଐ determine whether there is any indication that those assets τЯˮଊͨЄಕࠤᑋฌɾੱؗeΣ༅ ԯሏࠍכhave suffered an impairment loss. If the recoverable amount ଐɾ˿νΑಁᔾЅ߮ผГ ಕϭԯ˿νΑڨof an asset is estimated to be less than its carrying amount, ࠤc༅ଐɾሏࠍࠤผ the carrying amount of the asset is reduced to its recoverable ಁᔾeಕࠤᑋฌผЩࣂᆢႏݯʻe amount. An impairment loss is recognised as an expense immediately.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 93
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
(f) Impairment losses (other than goodwill, intangible (f) ಕࠤᑋฌਆᙷʥಲࠉԚ͂α౨ɾ
ഽڃٲassets with indefinite useful lives) (Cont’d) ಲѼ༅ଐ̔ᙩ ၃ল৻ం
ᅆΑc༅ଐɾሏࠍ܃ԯכWhere an impairment loss subsequently reverses, the carrying Σಕࠤᑋฌ amount of the asset is increased to the revised estimate of its ࠤผొঢ়ϭ࠳߯ɾЅ߮˿νΑಁ Ε༦כrecoverable amount, but so that the increased carrying amount ᔾcɰొঢ়ɾሏࠍࠤɺঢ় does not exceed the carrying amount that would have been ֡α۹̰τగ༅ଐᆢႏಕࠤᑋฌɾੱ determined had no impairment loss been recognised for the ؗɎɾሏࠍࠤeಕࠤᑋฌɾᅆΑผЩ
ements asset in prior years. A reversal of an impairment loss is ࣂᆢႏݯνɃe recognised as income immediately.
พذg) Investment properties (g) ҙ༅)
νɃʥþֶټАᑨՅैܛพݯذInvestment properties are properties held to earn rental ҙ༅ ࠖωᆢႏכพeذincome and/or for capital appreciation. On initial recognition, ༅̯ᄈࠤ͂பɾ قЄͨܢ˳ι̯ܘพȽذinvestment properties are measured at cost, including any ࣂcҙ༅ ࠖωᆢႏכdirectly attributable expenditure. Subsequent to initial અᎶЌɾʻ߮൴e พС͂ʔ̡ࠤ߮൴eҙ༅ذcҙ༅܃ .recognition, investment properties are measured at fair value ଐכพʔ̡ࠤᛰ৽ֺଐ́ɾฌऩผذ Gain or loss arising from changes in the fair value of investment eಳٲproperties are included in the consolidated statement of ́α۹߮Ƀ၃Ͳࠍνऩం พɾʔ̡ࠤಲؒذcomprehensive income for the year in which they arise. Ϥc࠱ೕࢄɻҙ༅ พɾʔ̡ذHowever, if the fair values of investment properties under ˿ቌΔᔤցcЎད౨೩ ܘڬѧιೕࢄࣂ˿ቌΔᔤցcכ˿development are not reliably determinable but expect the fair ࠤ values of the properties to be reliably determinable when ι̯ಕͨЄಕࠤᑋฌ߮൴ೕࢄɻҙ༅ ϭԯʔ̡ࠤॶਪ˿ቌΔᔤցقพcذ development is completed, it shall measure that investment properties under development at cost, less any impairment ֶೕࢄѧι˞༖ξ者ݯๅݯ˅e loss, until either its fair value become reliably determinable or development is completed (whichever is earlier).
Leasehold land held for undetermined future use is regarded ܛА̰Һցˀ܃͂பɾै༉ɠΔ഼ ذА༅̯ᄈࠤ͂பϤͶАҙ༅ܛas held for capital appreciation purpose and classified as an ݯ investment property, and carried at fair value. Changes in fair พcԎ˞ʔ̡ࠤɃሏeै༉ɠΔʔ̡ ၃כઅقᛰ৽ೕ́α۹כvalue of the leasehold land are recognised directly in the ࠤɾᛰ৽ ᆢႏeٲconsolidated statement of comprehensive income for the year Ͳࠍνऩం in which changes take place.
ɀཌྷȹཌྷααం พ̷ذˮਕֶҙ༅כพذAn investment property is derecognised upon disposal or when ҙ༅ ܃ˮਕࣂʹಲˀכthe investment property is permanently withdrawn from use ɔୄ˅Ԛ͂ʥད౨ ذand no future economic benefits are expected from its ᏜСऩɾࣂୄ˅ᆢႏeୄ˅ᆢႏ ˮਕֺಁܘdisposals. Any gain or loss arising on derecognition of the พֺଐ́ɾͨЄฌऩ
ജɁ พɾሏࠍࠤɾଔ့߮ذproperty (calculated as the difference between the net disposal ඖ૱ᔾʥ
ୄ˅ᆢႏα۹ʑɾ၃Ͳࠍν พඑ྆כproceeds and the carrying amount of the property) is included ༗Ͷ ɻeٲin the consolidated statement of comprehensive income for ऩం the year in which the item is derecognised. 94
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ements
พᙩذg) Investment properties (Cont’d) (g) ҙ༅)
ڬพնͅพ˚Ϭ͂ࣂcذAn investment property is transferred at fair value to properties ҙ༅ พʥԯˢ՞ցذʔ̡ࠤᔝᅆϭܘพذ and other fixed assets when the property begins to be พʔ̡ࠤᛰ৽ذᔝᅆࣂҙ༅כoccupied by the owner. Gain or loss arising from change in ༅ଐe fair value of the investment property upon the transfer is ֺଐ́ɾνऩֶᑋฌ߮Ƀ၃Ͳࠍν
ഽڃٲ၃ল৻ం eٲincluded in the consolidated statement of comprehensive ऩం income.
ୄ˅ͅพ˚Ϭ͂כพذAn owner-occupied property is transferred from properties พ˚Ϭ͂ɾ
พʥԯˢ՞ց༅ଐᔝذNotes to the Consolidated Financial Stat to the Consolidated Notes and other fixed assets to investment property at fair value ࣂ˞ʔ̡ࠤͅ ᔝᅆˀሏࠍࠤၤʔכพeذwhen it is evidenced by the end of owner-occupation. The ᅆϭҙ༅ 16ڬdifference between the carrying amount and fair value at the ̡ࠤɾଔੀ࣓ኣࠗಋผ߮ๅ ˱พdᄥָʥஉௐ˞ࠇЅࠤᄈذdate of transfer is accounted for as a revaluation increase in ໔ Εሻਕֶంᄠ༅ଐࣂcτ܃accordance with HKAS 16, “Property, Plant and Equipment”. Ƀሏeԯ जึСeړઅᔝᅆϭقOn the subsequent sale or retirement of assets, the relevant ᗐࠇЅௐੀ revaluation reserve will be transferred directly to retained profits.
พʥԯˢ՞ց༅ଐذ (h) Properties and other fixed assets (h)
ʗᗘݯলܢ˳พʥԯˢ՞ց༅ଐذ Properties and other fixed assets including buildings and ذleasehold land classified as finance leases (other than ৻ैɾᅢΧʥै༉ɠΔೕࢄɻ properties under development) are stated at cost less พ̔ܘι̯ಕԯ܃ɾୃዶҗᓿʥ subsequent accumulated depreciation and accumulated ୃዶಕࠤᑋฌͶሏe impairment losses.
Assets held under finance leases are depreciated over their ༅ଐʗᗘݯল৻ैɾҗᓿȽၤϬ͂ α౨ֶτᗐ͂ڏԯད߮ܘexpected useful lives on the same basis as owned assets or, ༅ଐɾਥๅ where shorter, the term of the relevant lease. ैα౨့߮˞༖౨ݯๅe
พذพʥԯˢ՞ց༅ଐೕࢄɻذ Depreciation is provided to write off the cost of properties and other fixed assets (other than properties under ̔ɾҗᓿȽܘԯЅ߮˿Ԛ͂α౨ʥ ᇃ့ؒ߮c͂˞࿁ق˞development) over their estimated useful lives and after taking Ѕ߮ძࠤ into account their estimated residual values, using the straight ሻι̯cαҗᓿଅΣɎi
Annual Report 2010 line method, at the following rates per annum:
Type Basis ိᗘ ਥๅ
Leasehold land Over the remaining lives of ै༉ɠΔ ܘैα౨ the leases Buildings Over the shorter of the ᅢΧ ܘैֆ̰։ remaining unexpired period of α౨ၤ̒Ɋα the lease and 40 years ԭ者ɻ༖ Furniture, fixtures 3 to 10 years ்ᯫdສ ɍϭɊα and equipments ʥஉௐ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES Yachts and motor vehicles 3 to 10 years ༝ເʥӹሤ ɍϭɊα 95
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
พᚬऩذೕࢄɾ܃Аˀܛ (i) Property interests held for future development (i)
ഽڃٲ၃ল৻ం
ʻ˟כܞพᚬऩذೕࢄɾ܃Аˀܛ Property interests held for future development represents a พɾᚬСcذΕɠΔɐೕࢄ܃ಁඖ܃ right to develop properties on a piece of land upon payment of a final amount, and are carried at cost less any identified Ƚܘι̯κͨЄɰᖫПಕࠤᑋฌͶ impairment loss. ሏe
พΦஒذ (j) Stock of properties (j)
ements
ԯι̯ࠤܘพΦஒذАൕሒ͂பɾܛ Stock of properties, which are held for trading, is stated at the lower of cost and net realisable value. Net realisable value is ʥ˿ᛰଊ૱ࠤԭ者ɻ༖Г者Ͷሏe˿ νՅɾˮ܃ంй౨̱כdetermined by reference to sale proceeds received after the ᛰଊ૱ࠤϣ end of the reporting period less selling expenses, or by ਕֺಁඖಕˮਕɾʻ့߮cֶ࣓ ࣂ̟ؗАˮɾЅ߮ᔤܘmanagement estimates based on the prevailing market ኣဳଉᄙ conditions. ցe
Φஒۂk) Inventories for cosmetic products (k) ʝї)
ι̯ၤܘʥࡈҥࢿcۂႇιܢ˳Inventories comprise finished goods and raw materials which Φஒ are stated at the lower of cost and net realisable value. ˿ᛰଊ૱ࠤԭ者ɻɾ༖Г者Ͷሏe
Cost represents the invoiced cost of inventories. Costs are ι̯˞Φஒɾೕι့̯߮eι̯Ƚ Пඖ͌˞˱ᚬ̡я့ؒ߮e˿ᛰܘ .assigned to individual items on the weighted-average basis Net realisable value is the estimated selling price in the ଊ૱ࠤȽܞΕˀพ৻༦ೡɻɾЅ߮ ordinary course of business, less applicable variable selling ሻਕძʹಕ˾ሬ͂˿ᛰሻਕʻe expenses.
(l) Intangible assets (l) ಲѼ༅ଐ
ᚬʥਆᅟמTrading rights, exchange rights and trademark ൕሒᚬdൗ
ι̯ܘᚬʥਆᅟȽמႺൗټTrading rights, gold and silver exchange rights and trademark ൕሒᚬd are stated at cost less accumulated amortisation and less any ಕୃዶᚫሻʥͨЄɰᖫПಕࠤᑋฌͶ identified impairment loss. The amortisation period adopted ሏeಲѼ༅ଐɾᚫሻ౨ݯʄαe for intangible assets is 5 years.
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 96
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ements
ጪɮԮټ (m) Financial instruments (m)
ጪɮԮૈʼټFinancial assets and financial liabilities are recognised when a ȹඑ྆ྡྷιݯ ጪ߲ټጪ༅ଐʥټᆢႏڬgroup entity becomes a party to the contractual provisions of ɾȹʿc ʔ̡ܘүٱጪ߲ඦټጪ༅ଐʥټthe instruments. Financial assets and financial liabilities are ඦe ጪټጪ༅ଐʥټinitially measured at fair value. Transaction costs that are ࠤ߮൴eνᑪֶೕϷ
ഽڃٲ၃ল৻ం ጪټʔ̡ࠤɾܮdirectly attributable to the acquisition or issue of financial assets ߲ඦ༦ฌऩ˞ʦ અᎶЌɾ͚قጪ߲ඦ̔ټand financial liabilities (other than financial assets and financial ༅ଐʥ ጪ༅ଐټࠖωᆢႏࣂ˱Ƀכι̯Ƚמ liabilities at fair value through profit or loss) are added to or ጪ༅ଐټጪ߲ඦɾʔ̡ࠤcֶټֶ deducted from the fair value of the financial assets or financial
Notes to the Consolidated Financial Stat to the Consolidated Notes ጪ߲ඦɾʔ̡ࠤκΣሬ͂eټֶ liabilities, as appropriate, on initial recognition. Transaction costs ጪ༅ټʔ̡ࠤɾܮdirectly attributable to the acquisition of financial assets or νᑪ༦ฌऩ˞ʦ ι̯ЩמઅᎶЌɾ͚قጪ߲ඦټfinancial liabilities at fair value through profit or loss are ଐֶ ʑᆢႏeٲ၃Ͳࠍνऩంכrecognised immediately in the consolidated statement of ࣂ comprehensive income.
ጪ༅ଐټ Financial assets
ጪ༅ଐʗᗘݯ˞ɎɍᗘټThe Group’s financial assets are classified into one of the three ̯එ྆ɾ categories, including financial assets at fair value through profit Пԯɻɾȹc˳ܢ༦ฌऩ˞ʦܮʔ ጪ༅ଐd൘ಁʥᎶνಁඖʥټor loss, loans and receivables and available-for-sale financial ̡ࠤɾ ጪ༅ଐeֺτ̳ᑪൕֶሻਕټਕۿ assets. All regular way purchases or sales of financial assets ˀɾਥๅᆢႏʥמ͚ܘጪ༅ଐcټare recognised and derecognised on a trade date basis. Regular ɾ ጪ༅ଐټway purchases or sales are purchases or sales of financial ୄ˅ᆢႏe̳ᑪൕֶሻਕ ๑̟ஃցֶྻԝΕȹݒ౨ܘܞܰ assets that require delivery of assets within the time frame ጪ༅ଐൕሒeټestablished by regulation or convention in the marketplace. ࠉʑ൬Ϸ༅ଐ͚˟ɾ ೪༗ܧጪ༅ଐઔढ़ɾผ߮ټThe accounting policies adopted in respect of such category గΈᗘП of financial assets are set out below. ͶΣɎe
Effective interest method ྡྷСଅؒ
ጪ༅ଐᚫሻټThe effective interest method is a method of calculating the ྡྷСଅؒݯȹိ့߮ τᗐ౨ංʑʗСࢠνɃɾכamortised cost of a financial asset and of allocating interest ι̯ၤ
ټүᆢႏࣂੀٱכAnnual Report 2010 income over the relevant period. The effective interest rate is ʿؒeྡྷСଅݯ the rate that exactly discounts estimated future cash receipts ጪ༅ଐད߮α౨ֶΣሬ͂ҡ౨ං ֺτɰܢ˳νɃټincluding all fees and points paid or received that form an ʑੀЅ̰߮Ԟଊ) integral part of the effective interest rate, transaction costs ˟ֶɰνԎ࿚ιྡྷСଅȹʗɾ ι̯ʥԯˢึძֶҗמand other premiums or discounts) through the expected life ͂ʥಁඖd͚ of the financial asset, or, where appropriate, a shorter period ᜑๅᆢൎଊϭሏࠍ૱ࠤɾСଅe to the net carrying amount on initial recognition.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 97
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ጪɮԮᙩټ (m) Financial instruments (Cont’d) (m)
ഽڃٲ၃ল৻ం
ጪ༅ଐᙩټ (Financial assets (Cont’d
Effective interest method (Cont’d) ྡྷСଅؒᙩ
ټʔ̡ࠤɾܮInterest income is recognised on an effective interest basis ʗᗘݯ༦ฌऩ˞ʦ Сֶᑋฌޔfor debt instruments other than those financial assets classified ጪ༅ଐɾСࢠνɃผ߮Ƀ
ements as at fair value through profit or loss, of which interest income ૱ᔾ̔cඦ৻ɮԮɾСࢠνɃܘྡྷ is included in net gains or losses. Сࢠ့߮ᆢႏe
ጪ༅ଐټʔ̡ࠤɾܮFinancial assets at fair value through profit or loss ༦ฌऩ˞ʦ
ጪ༅ଐτټʔ̡ࠤɾܮFinancial assets at fair value through profit or loss have two ༦ฌऩ˞ʦ כጪ༅ଐʥټАൕሒɾܛܢ˳subcategories, including financial assets held-for-trading and ԭᗘc ܮցݯ༦ฌऩ˞ʦܞthose designated as at fair value through profit or loss on ࠖωᆢႏࣂ ጪ༅ଐeټinitial recognition. ʔ̡ࠤɾ
ጪ༅ଐȽᓊᗘݯټA financial asset is classified as held-for-trading if: ࠱ˮଊɎͶੱؗc ܛАൕሒ͂பi
౨ʑሻٶכጪ༅ଐ˚߬͂Аټ (i) it has been acquired principally for the purpose of selling (i) it in the near term; ਕ͂பϤᑪɃh
ጪ༅ଐݯ̯එ྆ͳဳଉɾټ (ii) it is part of a portfolio of identified financial instruments (ii) ጪɮԮᆢցୂɾȹʗʥټ that the Group manages together and has a recent actual Сྡྷᅡޔؿ౨ٶpattern of short-term profit-taking; or ԯԮ βhֶ
ʥԯۂጪ༅ଐݯȹߪ́ଐټ (iii) it is a derivative that is not designated and effective as (iii) ݢʥ͂АྦྷҿɮԮeܞڈ .a hedging instrument
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 98
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ements
ጪɮԮᙩټ (m) Financial instruments (Cont’d) (m)
ጪ༅ଐᙩټ (Financial assets (Cont’d
ጪ༅ଐᙩټʔ̡ࠤɾܮFinancial assets at fair value through profit or loss (Cont’d) ༦ฌऩ˞ʦ
ഽڃٲ၃ল৻ం ጪ༅ଐȽټʔ̡ࠤɾܮFinancial assets at fair value through profit or loss are not ༦ฌऩ˞ʦ ౨ʑˮਕϤᑪɃכɐɺᏃڬthose financial assets acquired principally for the purpose of ೩ࡈ նࣂٱכጪ༅ଐcЎ˿ͅဳଉᄙټselling in the short term but designated by management as ɾ ܛݢݯᗘПe࠱ˮଊɎͶੱؗcܞ such at inception. A financial asset other than a financial asset
Notes to the Consolidated Financial Stat to the Consolidated Notes כ˿ጪ༅ଐټጪ༅ଐ˞̔ɾټheld-for-trading may be designated as at fair value through Аൕሒ ʔܮցݯ༦ฌऩ˞ʦܞprofit or loss upon initial recognition if: ࠖωᆢႏࣂ ̡ࠤi
ݢ࿁ሻֶɣఝಕГ߮൴ܞi) such designation eliminates or significantly reduces a (i) τᗐ) measurement or recognition inconsistency that would ֶᆢႏ˿ॶˮଊɺȹߎɾੱ otherwise arise; ؗh
ጪ༅ଐֶټጪ༅ଐୂιȹୂټ (ii) the financial asset forms part of a group of financial (ii) ጪ߲ඦʑΈʗֶԭ者cԎټ assets or financial liabilities or both, which is managed ցࠓ፮ဳଉֶҙܫand its performance is evaluated on a fair value basis, ࣓ኣ̯එ྆ in accordance with the Group’s documented risk ༅೪cܘʔ̡ࠤਥๅဳଉʥ ܘڬଊcϤʗᗘ༅ࢿٲmanagement or investment strategy, and information ിЅԯ about the grouping is provided internally on that basis; ਥๅͅʑొԜhֶ or
ጪ༅ଐୂι˳фȹိֶ˞ɐټ (iii) it forms part of a contract containing one or more (iii) embedded derivatives, and HKAS 39, “Financial ʑфߪ́ɮԮɾԯɻ 39໔cڬInstruments: Recognition and Measurement” permits ʗcϤࠗಋผ߮ๅ ጪɮԮiᆢႏʥ߮൴ʐஈټ the entire combined contract (asset or liability) to be designated as at fair value through profit or loss. ੀኬͫԡ༅ଐֶ߲ඦ ʔ̡ܮցݯ༦ฌऩ˞ʦܞ ࠤe
Annual Report 2010
Έంй౨̱c༦ฌऩ܃ࠖωᆢႏכ At each end of the reporting period subsequent to initial ʔ̡ࠤܘጪ༅ଐȽټʔ̡ࠤɾܮrecognition, financial assets at fair value through profit or loss ˞ʦ અΕଐ́αقare measured at fair value, with changes in fair value ߮൴cϤʔ̡ࠤɾᛰ৽ ၃כɻᆢႏeٲrecognised directly in the consolidated statement of ۹ɾ၃Ͳࠍνऩం ɻᆢႏɾ૱νऩֶᑋٲcomprehensive income in the year in which they arise. The Ͳࠍνऩం ጪ༅ଐɾͨЄٖࢠֶᑨՅɾټܢ˳net gain or loss recognised in the consolidated statement of ฌ comprehensive income includes any dividend or interest Сࢠe earned on the financial assets.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 99
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ጪɮԮᙩټ (m) Financial instruments (Cont’d) (m)
ഽڃٲ၃ল৻ం
ጪ༅ଐᙩټ (Financial assets (Cont’d
Loans and receivables ൘ಁʥᎶνಁඖ
Loans and receivables (including advances to associates, ൘ಁʥᎶνಁඖ˳ܢྌ˟ᐲᏪʔ̇ advances to investee companies, loans receivables, advances ಁඖdྌ˟અՇҙ༅ʔ̇ಁඖdᎶν
ements אಁඖdٖٖઁڈto non-controlling shareholders, pledged deposits, debtors and ൘ಁdྌ˟ΛΊ dᎶνᖬԴټܘdeposits, securities trading receivables and deposits, time ΦಁdᎶνሏඖʥ ሏඖʥΦಁdց౨ΦಁdႺϷמdeposits, bank balances and cash and sales proceeds held by ͚ ሻਕֺಁܛဳɁֺړʥټstakeholders) are non-derivative financial assets with fixed or ʥଊ ͚ҙݠᙺɾ̟ʑԎಲంძכdeterminable payments that are not quoted in an active ඖݯ ټߪ́ڈ՞ցֶ˿ᘪց˟ಁɾڃmarket. Loans and receivables are measured at amortised Ϥ cost using the effective interest method, less any identified ጪ༅ଐe൘ಁʥᎶνಁඖԚ͂ྡྷС ᚫሻι̯ಕͨЄɰᖫПಕࠤᑋܘimpairment losses. ଅؒ ฌ߮൴e
ጪ༅ଐټਕۿ Available-for-sale financial assets
ߪ́ඖ͌cಲሃܰڈጪ༅ଐݯټਕۿ Available-for-sale financial assets are non-derivatives that are ݢֶԎಲʗᗘݯ࣓ኣࠗಋผ߮ๅܞeither designated or not classified as any of the other 39໔ɾͨЄԯˢᗘПᘻ߸Σڬ categories under HKAS 39 (set out above). In addition to equity investments, the Group has also designated certain ɐeٖ̯ҙ༅̔c̯එ྆͛ੀߗ ጪ༅ଐeټਕۿݢݯܞdebt investments as available-for-sale financial assets. ɳඦ৻ҙ༅
ʔ̡ܘጪ༅ଐټਕۿΈంй౨̱cכ Available-for-sale financial assets are measured at fair value ԯˢͲࠍνכat the end of the reporting period. Changes in fair value are ࠤ߮൴eʔ̡ࠤɾᛰ৽ ᖬԴҙ༅ௐɻୃ߮cכrecognised in other comprehensive income and accumulated ऩɻᆢႏԎ ጪ༅ଐˮਕֶᔤցݯɰټϭඖق under the heading of securities investments reserve until the ᖬԴҙ༅ௐᆢכ֡˞financial asset is disposed of or determined to be impaired, ಕࠤc։ࣂc at which time, the cumulative gain or loss previously ႏɾୃ߮νऩֶᑋฌผʀ˞κcԎ ᆢႏӮɎʼτٲ၃Ͳࠍνऩంכ accumulated in the securities investments reserve is ೪eܧጪ༅ଐಕࠤᑋฌɾผ߮ټreclassified to the consolidated statement of comprehensive ᗐ income (see the accounting policy in respect of impairment
loss on financial assets below). ɀཌྷȹཌྷααం
͚ҙݠᙺɾ̟ʑԎಲంძϤʔ̡כ For available-for-sale equity investments that do not have a כਕٖ̯ҙ༅cۿquoted market price in an active market and whose fair value ࠤ̰ॶ˿ቌ߮൴ɾ cannot be reliably measured, they are measured at cost less Έంй౨̱ܘι̯ࠤಕͨЄɰᖫПಕ
ജɁ ጪ༅ଐټany identified impairment losses at the end of the reporting ࠤᑋฌ့߮eӮɎʼτᗐ
period. (see the accounting policy in respect of impairment ಕࠤᑋฌɾผ߮ܧ೪e พඑ྆ loss on financial assets below). 100
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ements
ጪɮԮᙩټ (m) Financial instruments (Cont’d) (m)
ጪ༅ଐᙩټ (Financial assets (Cont’d
ጪ༅ଐಕࠤټ Impairment of financial assets
ഽڃٲ၃ল৻ం ʔ̡ࠤ者ܮጪ༅ଐ༦ฌऩ˞ʦټ Financial assets, other than those at fair value through profit ంй౨̱ിЅτЯˮଊಕכor loss, are assessed for indicators of impairment at the end ̔c ೕ܃ጪ༅ଐټࠖωᆢႏכof the reporting period. Financial assets are impaired where ࠤ༌ോe there is objective evidence that, as a result of one or more ́ȹඖֶΛඖԑͧcኒߎτ۪ᜮᖬኣ
Notes to the Consolidated Financial Stat to the Consolidated Notes ݚ൴ɰټጪ༅ଐɾЅ̰߮Ԟଊټevents that occurred after the initial recognition of the financial ᛷ͐ ጪ༅ଐɰಕࠤeټڬasset, the estimated future cash flows of the financial assets ՇԷᄧᚊࣂc have been affected.
౨ٽਕٖ̯ҙ༅ɾʔ̡ࠤɣఝֶۿFor an available-for-sale equity investment, a significant or ࠱ ഼ݯτ۪ᜮᖬڬԯι̯cכprolonged decline in the fair value of that investment below ಕϭГ its cost is considered to be objective evidence of impairment. ኣᛷ͐ˮଊಕࠤe
ጪ༅ଐϤӰcಕࠤ۪ᜮټFor all other financial assets, objective evidence of impairment గֺτԯˢ could include: ᖬኣ˿˳ܢi i) significant financial difficulty of the issuer or (i) ೕϷɁֶྦྷʹˮଊᗲࠇলшh) counterparty;
ټСࢠֶ̯˄הֶ˟ii) default or delinquency in interest or principal payments; (ii) ಲɈʻ) or ᔾhֶ iii) it becoming probable that the borrower will enter (iii) ࠥಁɁτ˿ॶवଐֶ൬Ϸল৻) bankruptcy or financial re-organisation. ࠇୂe
ጪ༅ټሏඖ೩ߗɳᗘПɾמFor certain categories of financial asset, such as trade గᎶνൗ receivables, assets that are assessed not to be impaired ଐϤӰcിݯɺผПಕࠤɾ༅ଐ individually are assessed for impairment on a collective basis. ผ෪එിЅಕࠤeȹୂᎶνሏඖɾಕ
එ྆༦֡ɾνಁ̯ܢ˳˿Annual Report 2010 Objective evidence of impairment for a portfolio of receivables ࠤ۪ᜮᖬኣ ൘ڌcould include the Group’s past experience of collecting dୂʑᑹಁࣂං൚༦̡я payments, an increase in the number of delayed payments in ౨ɾ֝ፖᑹಁᅕ͌ᄈ˱c˞ʥၤಲɈ the portfolio past the average credit period, as well as ʻ˟ᎶνሏඖτᗐɾਝࡼֶΔʿɾ ᛷᔝᛰeעobservable changes in national or local economic conditions Ꮬྊɾ that correlate with default on receivables.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 101
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ጪɮԮᙩټ (m) Financial instruments (Cont’d) (m)
ഽڃٲ၃ল৻ం
ጪ༅ଐᙩټ (Financial assets (Cont’d
ጪ༅ଐಕࠤᙩټ (Impairment of financial assets (Cont’d
ጪ༅ଐϤӰcټᚫሻι̯ͶሏɾܘFor financial assets carried at amortised cost, the amount of గ ټᔾ˞༅ଐɾሏࠍټthe impairment loss recognised is the difference between the ᆢႏɾಕࠤᑋฌ
ements ࡈྡྷСଅҗଊԯЅܘጪ༅ଐټasset’s carrying amount and the present value of the estimated ᔾၤ ݚ൴ɾଊࠤԭ者ɾᔾ߮ټfuture cash flows, discounted at the financial asset’s original ̰߮Ԟଊ effective interest rate. ့e
ጪ༅ଐϤӰcಕࠤټι̯ͶሏɾܘFor financial assets carried at cost, the amount of the గ ጪټᗘЍܘ༅ଐሏࠍࠤၤܘimpairment loss is measured as the difference between the ᑋฌᅕᔾ asset’s carrying amount and the present value of the estimated ༅ଐɾଊϷ̟ΑంଅҗଊԯЅ̰߮ ݚ൴Ϥ့߮ˮɾଊࠤɾᔾeټfuture cash flows discounted at the current market rate of Ԟଊ ౨ංᅆ܃֡כreturn for a similar financial asset. Such impairment loss will τᗐಕࠤᑋฌੀɺผ not be reversed in subsequent periods. Αe
ጪ༅ଐɾټሏඖ̔cֺτמThe carrying amount of the financial asset is reduced by the Ꮆνൗ અκԯಕࠤᑋฌeᎶقᔾผټimpairment loss directly for all financial assets with the ሏࠍ ᔾผС͂ᅆௐሏټሏඖɾሏࠍמexception of trade receivables, where the carrying amount is νൗ כᔾᛰ৽ټreduced through the use of an allowance account. When a ൬Ϸκಕeᅆௐሏɾሏࠍ מᆢႏeᎶνൗٲtrade receivable is considered uncollectible, it is written off ၃Ͳࠍνऩం ผ࿁ሻᅆڬagainst the allowance account. Subsequent recoveries of ሏඖ഼ݯɺ˿νΑࣂc ν܃ԯכɰ࿁ሻɾಁඖکamounts previously written off are credited against the ௐሏe࠱ɾ ผ߮Ƀᅆௐሏeᅆௐሏɾሏࠍڬallowance account. Changes in the carrying amount of the Αc ᆢႏeٲ၃Ͳࠍνऩంכᔾᛰ৽ټ allowance account are recognised in the consolidated statement of comprehensive income.
ጪ༅ଐϤӰcټᚫሻι̯߮൴ɾܘFor financial assets measured at amortised cost, if, in a గ ɾ౨ංτ܃ᆢႏכᔾټsubsequent period, the amount of impairment loss decreases ࠱ಕࠤᑋฌɾ and the decrease can be related objectively to an event ֺಕʭcϤτᗐಕʭ˿˞۪ᜮΔၤᆢ occurring after the impairment loss was recognised, the ႏಕࠤᑋฌ܃ೕ́ɾȹඖԑͧτᗐc ɰᆢႏɾಕࠤᑋฌ˿༦၃Ͳکpreviously recognised impairment loss is reversed through the ɾ
ᅆΑಕࠤ ɀཌྷȹཌྷααంכʀ˞ᅆΑcЎٲconsolidated statement of comprehensive income to the ࠍνऩం ᔾɺ൚༦ټextent that the carrying amount of the asset at the date the ᑋฌˀ౨༅ଐɾሏࠍ impairment loss is reversed does not exceed what the ඖ༅ଐࡈ̰ᆢႏಕࠤࣂɾᚫሻι̯e amortised cost would have been had the impairment not been recognised.
ജɁ
พඑ྆ 102
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ements
ጪɮԮᙩټ (m) Financial instruments (Cont’d) (m)
ጪ༅ଐᙩټ (Financial assets (Cont’d
ጪ༅ଐಕࠤᙩټ (Impairment of financial assets (Cont’d
ഽڃٲ၃ল৻ం ਕٖ̯ҙ༅ɾಕۿฌऩᆢႏɾכ֡˞ In respect of available-for-sale equity investments impairment ౨ංΕ၃Ͳࠍ܃֡כlosses previously recognised in profit or loss are not reversed ࠤᑋฌੀɺผ ɾ܃ᆢႏಕࠤᑋฌכᅆΑeٲthrough the consolidated statement of comprehensive income νऩం כԯˢͲࠍνऩᆢႏԎכ˱in subsequent periods. Any increase in fair value subsequent ʔ̡ࠤᄈ
Notes to the Consolidated Financial Stat to the Consolidated Notes ਕඦ৻ҙۿto an impairment loss is recognised in other comprehensive ᖬԴҙ༅ௐɻୃ߮eగ income and accumulated under the heading of securities ༅ϤӰc࠱ඖҙ༅ɾʔ̡ࠤᄈ˱˿ ɾԑͧτ܃investments reserve. In respect of available-for-sale debt ۪ᜮΔၤᆢႏಕࠤᑋฌ ᅆΑe܃ԯכಕࠤᑋฌੀڬinvestments, impairment losses are subsequently reversed if ᗐc an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.
ጪ߲ඦʥٖ̯ᚬऩټ Financial liabilities and equity
Debt and equity instruments issued by a group entity are එ྆ྡྷೕϷɾඦ৻ʥٖ̯ɮԮȽ࣓ ጪ߲ඦټclassified as either financial liabilities or equity in accordance ኣֺ͓߯Ϊખɾʑࢀʥ ጪ߲ඦֶټwith the substance of the contractual arrangements and the ၤٖ̯ɮԮɾցຮʗᗘϭ definitions of a financial liability and an equity instrument. ٖ̯e
එ྆༅ଐκכעAn equity instrument is any contract that evidences a residual ٖ̯ɮԮݯ˿ᖬ ɾᔾᚬऩɾͨЄ܃interest in the assets of the group after deducting all of its ԯֺτ߲ඦ ጪ߲ඦʗᗘݯ༦ฌټliabilities. The Group’s financial liabilities are classified into e̯එ྆ɾ ټጪ߲ඦʥԯˢټʔ̡ࠤɾܮfinancial liabilities at fair value through profit or loss and other ऩ˞ʦ ጪ߲ඦʥٖ̯ɮԮϤઔټfinancial liabilities. The accounting policies adopted in respect ጪ߲ඦeగ of financial liabilities and equity instruments are set out below. ढ़ɾผ߮ܧ೪༗ͶΣɎe
Effective interest method ྡྷСଅؒ
Annual Report 2010
ጪ߲ඦᚫሻټThe effective interest method is a method of calculating the ྡྷСଅؒݯȹိ့߮ τᗐ౨ංʑʗСࢠʻˮɾכamortised cost of a financial liability and of allocating interest ι̯ၤ ټүᆢႏࣂੀٱכexpense over the relevant period. The effective interest rate ʿؒeྡྷСଅݯ is the rate that exactly discounts estimated future cash ጪ߲ඦད߮α౨ֶΣሬ͂ҡ౨ං ʻˮๅᆢൎଊϭሏټpayments through the expected life of the financial liability, or ʑੀЅ̰߮Ԟଊ where appropriate, a shorter period to the net carrying amount ࠍ૱ࠤɾСଅe on initial recognition.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 103
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ጪɮԮᙩټ (m) Financial instruments (Cont’d) (m)
ഽڃٲ၃ল৻ం
ጪ߲ඦʥٖ̯ᚬऩᙩټ (Financial liabilities and equity (Cont’d
Effective interest method (Cont’d) ྡྷСଅؒᙩ
ټʔ̡ࠤɾܮInterest expense is recognised on an effective interest basis ʗᗘݯ༦ฌऩ˞ʦ Сֶᑋฌޔother than financial liabilities classified as at fair value through ጪ߲ඦɾСࢠʻˮผ߮Ƀ
ements profit or loss, of which interest expense is included in net ૱ᔾ̔cСࢠʻˮܘྡྷСࢠ့߮ᆢ gains or losses. ႏe
ጪ߲ඦټʔ̡ࠤɾܮFinancial liabilities at fair value through profit or loss ༦ฌऩ˞ʦ
ጪ߲ඦτټʔ̡ࠤɾܮFinancial liabilities at fair value through profit or loss has two ༦ฌऩ˞ʦ כጪ߲ඦʥټАൕሒɾܛܢ˳subcategories, including financial liabilities held-for-trading and ԭᗘc ܮցݯ༦ฌऩ˞ʦܞthose designated at fair value through profit or loss on initial ࠖωᆢႏࣂ ܮጪ߲ඦe༦ฌऩ˞ʦټrecognition. Financial liabilities at fair value through profit or ʔ̡ࠤɾ ʔ̡ࠤ߮൴cܘጪ߲ඦȽټloss are measured at fair value, with changes in fair value ʔ̡ࠤɾ અقrecognised directly in the consolidated statement of Ϥʔ̡ࠤɾᛰ৽Εଐ́ɾα۹ʑ ɻᆢႏeٲcomprehensive income in the year in which they arise. Ε၃Ͳࠍνऩం
ጪ߲ඦȽᓊᗘݯټA financial liability is classified as held-for-trading if: ࠱ˮଊɎͶੱؗc ܛАൕሒ͂பi
౨ʑᑪٶכጪ߲ඦ˚߬͂Аټ (i) it has been acquired principally for the purpose of (i) repurchasing it in the near term; Α͂பϤଐ́h
ࠖωᆢႏݯ̯එ྆כጪ߲ඦټ (ii) on initial recognition it is part of a portfolio of identified (ii) ጪɮԮᆢցୂټfinancial instruments that the Group manages together ͳဳଉɾ ޔ౨ؿ౨ٶand has a recent actual pattern of short-term profit- ɾȹʗʥԯԮ taking; or Сྡྷᅡβhֶ
ڈʥۂጪ߲ඦݯȹߪ́ଐټ (iii) it is a derivative that is not designated and effective as (iii) a hedging instrument. ܞցʥ͂АྦྷҿɮԮe
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 104
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ements
ጪɮԮᙩټ (m) Financial instruments (Cont’d) (m)
ጪ߲ඦʥٖ̯ᚬऩᙩټ (Financial liabilities and equity (Cont’d
ጪ߲ඦᙩټʔ̡ࠤɾܮFinancial liabilities at fair value through profit or loss (Cont’d) ༦ฌऩ˞ʦ
ഽڃٲ၃ল৻ం ጪ߲ඦټАൕሒܛA financial liability other than a financial liability held-for-trading ࠱ˮଊɎͶੱؗc ցܞࠖωᆢႏࣂכ˿ጪ߲ඦټmay be designated as at fair value through profit or loss upon ˞̔ɾ ʔ̡ࠤiܮinitial recognition if: ݯ༦ฌऩ˞ʦ
Notes to the Consolidated Financial Stat to the Consolidated Notes ݢ࿁ሻֶɣఝಕГ߮൴ܞi) such designation eliminates or significantly reduces a (i) τᗐ) measurement or recognition inconsistency that would ֶᆢႏ˿ॶˮଊɺȹߎɾੱ otherwise arise; ؗh
ጪ༅ଐֶټጪ߲ඦୂιȹୂټ (ii) the financial liability forms part of a group of financial (ii) ጪ߲ඦʑΈʗֶԭ者cԎټ assets or financial liabilities or both, which is managed ցࠓ፮ဳଉֶҙܫand its performance is evaluated on a fair value basis, ࣓ኣ̯එ྆ in accordance with the Group’s documented risk ༅೪cܘʔ̡ࠤਥๅဳଉʥ ܘڬଊcϤʗᗘ༅ࢿٲmanagement or investment strategy, and information ിЅԯ about the grouping is provided internally on that basis; ਥๅͅʑొԜhֶ or
ጪ߲ඦୂι˳фȹိֶ˞ɐټ (iii) it forms part of a contract containing one or more (iii) embedded derivatives, and HKAS 39, “Financial ʑфߪ́ɮԮɾԯɻ 39໔cڬInstruments: Recognition and Measurement” permits ʗcϤࠗಋผ߮ๅ ጪɮԮiᆢႏʥ߮൴ʐஈټ the entire combined contract (asset or liability) to be designated as at fair value through profit or loss. ੀኬͫԡ༅ଐֶ߲ඦ ʔ̡ܮցݯ༦ฌऩ˞ʦܞ ࠤe
ጪ߲ඦȽټʔ̡ࠤɾܮFinancial liabilities at fair value through profit or loss are ༦ฌऩ˞ʦ measured at fair value, with changes in fair value recognised ܘʔ̡ࠤ߮൴cϤʔ̡ࠤɾᛰ৽Εଐ ٲઅΕ၃Ͳࠍνऩంقdirectly in the consolidated statement of comprehensive ́ɾα۹ʑ
ɻᆢႏٲ၃ͲࠍνऩంכAnnual Report 2010 income in the year in which they arise. The net gain or loss ɻᆢႏe ˟ጪ߲ඦʻټగܢ˳recognised in the consolidated statement of comprehensive ɾ૱νऩֶᑋฌ income includes any interest paid on the financial liability. ɾͨЄСࢠe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 105
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ጪɮԮᙩټ (m) Financial instruments (Cont’d) (m)
ഽڃٲ၃ল৻ం
ጪ߲ඦʥٖ̯ᚬऩᙩټ (Financial liabilities and equity (Cont’d
ጪ߲ඦټOther financial liabilities ԯˢ
Ꮆ˟ሏಁʥᎶ߮ܢ˳ጪ߲ඦټOther financial liabilities (including creditors and accruals, ԯˢ dټᖬړሏඖʥמsecurities trading and margin payable, deposits received, bank ಁඖdᎶ˟ᖬԴ͚
ements dႺϷʥԯˢࠥ൘d˄߲ᐲټܘand other borrowings, amounts due to associates and amounts ɰν ಁඖٖٖઁڈdue to non-controlling shareholders) are subsequently Ꮺʔ̇ಁඖʥ˄߲ ᚫሻι̯߮ܘȽઔ͂ྡྷСࢠؒ܃measured at amortised cost, using the effective interest ԯ method. ့e
Equity instruments ٖ̯ɮԮ
ɰνֺಁܘEquity instruments issued by the Company are recorded at ̯ʔ̇ೕϷɾٖ̯ɮԮ અೕϷι̯Ƀሏeقthe proceeds received, net of direct issue costs. ඖκ
Repurchase of the Company’s own equity instruments is ̯ʔ̇ᑪΑ̯Ӹٖ̯ɮԮผʀ˞ᆢ ᚬऩκe̯එ̯ٖ྆כઅقrecognised and deducted directly in equity. No gain or loss is ႏcԎ ᆢႏᑪൕdٲ၃Ͳࠍνऩంכrecognised in the consolidated statement of comprehensive ɺผ income on the purchase, sale, issue or cancellation of the ˮਕdೕϷֶഽሻ̯ʔ̯̇Ӹٖ̯ɮ Company’s own equity instruments. Ԯɾฌऩe
ړFinancial guarantee contracts ল৻ኪ
ܘցඦ৻Ɂ̰ॶܞݯΐړA financial guarantee contract is a contract that requires the ল৻ኪ ˟issuer to make specified payments to reimburse the holder ඦ৻ɮԮɾࡈτֶ࠳ҝૈಁΣ౨ τܛᔾʀټցܞ˟for a loss it incurs because a specified debtor fails to make ಁࣂcೕϷɁʻ payments when due in accordance with the original or Ɂ˞ԯֺሯՇฌ̖ɾe̯ͅ ˞ցݯ༦ฌऩܞڈmodified terms of debt instrument. A financial guarantee එ྆ೕϷʥԎ ࠖω˞ԯړʔ̡ࠤɾল৻ኪܮcontract issued by the Group and not designated as at fair ʦ અᎶقɾړvalue through profit or loss is recognised initially at its fair ʔ̡ࠤಕೕϷল৻ኪ c̯܃ࠖωᆢႏכι̯ᆢႏeמvalue less transaction costs that are directly attributable to Ќ͚ 37໔ڬthe issue of the financial guarantee contract. Subsequent to එ྆˞(i)࣓ኣࠗಋผ߮ๅ
initial recognition, the Group measures the financial guarantee ᅆௐdֶಳ߲ඦʥֶಳ༅ଐᔤցɾ ɀཌྷȹཌྷααం ᔾಕΣሬټᔾhʥ(ii)ࠖωᆢႏɾټ contract at the higher of: (i) the amount determined in 18໔νɃڬaccordance with HKAS 37, “Provisions, Contingent Liabilities ࣓͂ኣࠗಋผ߮ๅ and Contingent Assets”; and (ii) the amount initially recognised ᆢႏɾୃ߮ᚫሻԭ者ɻ˞༖ঢ়者ݯ eړless, when appropriate, cumulative amortisation recognised ๅ့߮ল৻ኪ
ജɁ in accordance with HKAS 18, “Revenue”.
พඑ྆ 106
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ements
ጪɮԮᙩټ (m) Financial instruments (Cont’d) (m)
ጪɮԮټDerivative financial instruments that do not qualify for ɺଲАྦྷҿผ߮୮ଉɾߪ́ hedge accounting
Derivatives that do not qualify for hedge accounting are ԎɺଲАྦྷҿผ߮୮ଉɾߪ́ɮԮ
ഽڃٲ၃ল৻ం Аൕሒܛጪ༅ଐֶټАൕሒܛdeemed as financial assets held-for-trading or financial ഼ݯ ጪ߲ඦe೩ߪ́ɮԮɾʔ̡ࠤᛰټ liabilities held-for-trading. Changes in fair values of such ʑᆢႏeٲ၃Ͳࠍνऩంכઅقderivatives are recognised directly in the consolidated ৽ statement of comprehensive income.
Notes to the Consolidated Financial Stat to the Consolidated Notes
Derecognition Յࣱᆢႏ
ݚ൴ɾᚬСɰԷټFinancial assets are derecognised when the rights to receive ߗ༅ଐνՅଊ ጪ༅ଐɰᔝᜑʥ̯එ྆ɰੀټcash flows from the assets expire, or the financial assets are ౨cֶ ጪ༅ଐኟτᚬɾɣʗࠓ፮ټכtransferred and the Group has transferred substantially all the ԯ ጪ༅ଐੀՅࣱᆢټڬrisks and rewards of ownership of the financial assets. On ʥΑంᔝଫc ጪ༅ଐࣂc༅ଐሏټՅࣱᆢႏכderecognition of a financial asset, the difference between the ႏe כઅقᔾၤɰνʥᎶνˤძʥɰټasset’s carrying amount and the sum of the consideration ࠍ received and receivable and the cumulative gain or loss that ٖ̯ᚬऩᆢႏɾୃ߮ฌऩɾᐢɾ ɻᆢႏeٲ၃Ͳࠍνऩంכhad been recognised directly in equity is recognised in the ᔾcੀ consolidated statement of comprehensive income.
τᗐɾऋցஐͨᏵdՅכFor financial liabilities, they are removed from the consolidated ࠱ ر၃ল৻כጪ߲ඦผټstatement of financial position when the obligation specified ֶࣱԷ౨c ጪ߲ඦټɻଫeՅࣱᆢႏɾٲin the relevant contract is discharged, cancelled or expires. ؗం ᔾၤɰ˟ʥᎶ˟ˤძɾᔾȽټThe difference between the carrying amount of the financial ሏࠍ ɻᆢႏeٲ၃Ͳࠍνऩంכ liability derecognised and the consideration paid and payable is recognised in the consolidated statement of comprehensive income.
(n) Revenue recognition (n) νɃᆢႏ
ሻਕԾᘪѧܘพሻਕɾνɃذAnnual Report 2010 Revenue from properties developed for sale is recognised ɰೕࢄ ᔝᜑֶ͚ۖᅢ܁upon completion of sales agreement and by reference to the ιࣂԎϣਨϷؒ timing of the execution of deed of legal assignment or delivery ʀൕࡼɾࣂංֲᆢႏ˞༖ξݯๅe of property to the purchaser, whichever is earlier.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 107
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
(n) Revenue recognition (Cont’d) (n) νɃᆢႏᙩ
ഽڃٲ၃ল৻ం
พɾνɃΕਨϷԮҢɈذАˮਕܛ Revenue from properties held for sale is recognised on the ɐ߸כexecution of a binding sales agreement. Payments received ɾሻਕԾᘪࣂʿʀᆢႏɃሏe ൕࡼνՅɾಁඖȽͶАሻਕکfrom the purchasers prior to this stage are recorded as deposits ආݒ cԎ߮Ƀݚ৽߲ඦټܘพɾɰνذ received on sales of properties and are grouped under current liabilities. ʑe
ements พདͱذగᏪพैܢ˳νɃټै Rental income, including rental invoiced in advance from ܘcȽగτᗐैα౨ټproperties under operating leases, is recognised in the ˮೕɾै ɻᆢႏeٲ၃Ͳࠍνऩంכᇃؒق consolidated statement of comprehensive income on a straight-line basis over the term of the relevant lease.
Sale of securities investments are recognised on a trade date ˮਕᖬԴҙ༅ܘൕሒˀ౨ਥๅᆢႏe basis.
Brokerage income on dealings in securities and futures ൕሒᖬԴʥ౨ஒɾνɃ˞ʥ כcontracts and the profit and loss on trade in securities and ൕሒᖬԴʥ౨ஒɾึСʥᑋฌ ˀᆢႏeמfutures contracts are recognised on the transaction dates when ਨϷτᗐൕሒ௰ኣɾ͚ the relevant contract notes are executed.
τᗐܘ৻౨ංרManagement fee income is recognised in accordance with ဳଉνɃȽగొԜ terms of respective agreements over the relevant period in Ծᘪɾૈಁᆢႏe which the services are rendered.
එ྆νՅಁඖ̯כDividend income from investments is recognised when the ҙ༅ɾٖࢠνɃȽ Group’s right to receive payment have been established. ɾᚬСᆢ͓ࣂᆢႏe
ʥᔝۂ͚˟ஒכሻਕֺνɃۂRevenue from sales of cosmetic product is recognised when ʝї goods are delivered and titles have been passed. ଫֺτᚬࣂᆢႏɃሏe
ܘټጪ༅ଐɾСࢠνɃȽగ̯ټ Interest income from a financial asset is accrued on a time basis by reference to the principal outstanding and at the ሬ͂ྡྷСଅʥࣂංˈԝ့߮eτᗐ ጪ༅ଐད߮α౨ʑੀЅ߮ټכܞeffective interest rate applicable, which is the rate that exactly Сଅ ૱νɃๅᆢҗଊϭ༅ଐሏࠍټdiscounts the estimated future cash receipts through the ̰Ԟଊ
expected life of the financial asset to that asset’s net carrying ࠤɾСଅe ɀཌྷȹཌྷααం amount.
ജɁ
พඑ྆ 108
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ements
(o) Taxation (o) ೢඖ
α۹Ꮆ˟ೢඖʥႮ̯֝ܞIncome tax expense represents the sum of the tax currently ֺೢʻ payable and deferred tax. ೢඖɾᐢe
α۹ᎶᇾೢึС߮ܘThe tax currently payable is based on taxable profit for the ౨Ꮆ˟ೢඖ
ഽڃٲ၃ল৻ం ٲyear. Taxable profit differs from profit as reported in the ့eᎶᇾೢึСၤ၃Ͳࠍνऩం Εܢ˳ԯɺכconsolidated statement of comprehensive income because it ֺంึСɺcϊȽͅ excludes items of income or expense that are taxable or ԯˢα۹Ꮆᇾೢֶ˿κಕɾνɃֶʻ ɺᇾೢֶκಕɾ̷ܢ˳deductible in other years, and it further excludes items that ˮඖ͌c͛ɺ
Notes to the Consolidated Financial Stat to the Consolidated Notes ంйכare never taxable and deductible. The Group’s liability for ඖ͌e̯එ྆ɾ̯౨ೢඖ߲ඦ ઔֶ͂ྡྷઔ͂ɾೢଅ߮قcurrent tax is calculated using tax rates that have been enacted ౨̱ɰȹ or substantively enacted by the end of the reporting period. ့e
ʑ༅ٲగ၃ল৻ంכDeferred tax is recognised on temporary differences between Ⴎ֝ೢඖᆢႏ ့߮Ꮆᇾೢכᔾၤ͂ټthe carrying amounts of assets and liabilities in the ଐʥ߲ඦሏࠍ ᗐೢਥԭ者ɾଔeႮ֝ೢޚconsolidated financial statements and the corresponding tax ึСɾ bases used in the computation of taxable profit. Deferred tax ඖ߲ඦผగֺτᎶᇾೢᅗࣂଔ ༖˿ॶכࠉڬliabilities are generally recognised for all taxable temporary ᆢႏcϤႮ֝ೢඖ༅ଐ א˞͂˿ՅᎶᇾೢึСcԎ܃ˀכ differences, and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available ሻ˿κಕᅗࣂଔࣂᆢႏeߗᅗࣂ ɺᄧᚊᎶᇾೢܫȹඖכagainst which deductible temporary differences can be utilised. ଔΐਆᙷֶΐ พ৻מSuch deferred tax assets and liabilities are not recognised if ึС͛ɺᄧᚊผ߮ึСɾ͚ the temporary difference arises from goodwill or from the ԡ̔ɻնᆢႏԯˢ༅ଐʥ߲ ɺผᆢႏ೩Ⴎ֝ೢඖڬinitial recognition (other than in a business combination) of ඦϤʵߎc other assets and liabilities in a transaction that affects neither ༅ଐʥ߲ඦe the taxable profit nor the accounting profit.
ᙔʔ̇ʥᐲᏪʔ̇ɾڃכDeferred tax liabilities are recognised for taxable temporary ̯එ྆ผగ differences arising on investments in subsidiaries and ҙ༅˞ʥᏪʔ̇ᚬऩֺଐ́ɾᎶᇾ associates, and interests in joint ventures, except where the ೢᅗࣂଔᆢႏႮ֝ೢඖ߲ඦc̯ Group is able to control the reversal of the temporary එ྆τॶɈઁԹᅗࣂଔɾᅆΑʥᅗ ̊ڬӮੀԞᅆΑ˿כdifference and it is probable that the temporary difference ࣂଔɺɣ˿ॶ
Annual Report 2010 will not reverse in the foreseeable future. АПሃe
Έంй౨כᔾټThe carrying amount of deferred tax assets is reviewed at the Ⴎ֝ೢඖ༅ଐɾሏࠍ end of each reporting period and reduced to the extent that it ̱яАᏎদcԎΕɺɣ˿ॶʹτӷਪ is no longer probable that sufficient taxable profits will be ᎶᇾೢึСνΑͲֶʗ༅ଐࣂಕ available to allow all or part of the asset to be recovered. ʭe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 109
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
(o) Taxation (Cont’d) (o) ೢඖᙩ
ഽڃٲ၃ল৻ం
߲ඦᑹֶ༅ଐכད౨ܘDeferred tax is calculated at the tax rates that are expected to Ⴎ֝ೢඖȽ apply in the year when the liability is settled or the asset ᛰଊα۹ɾሬ͂ೢଅ့߮e̯౨ೢඖ realised. Current or deferred tax is charged or credited to the ֶႮ֝ೢඖผκϬֶ߮Ƀ၃Ͳࠍν ԯˢͲࠍνऩכcτᗐඖ͌ٲconsolidated statement of comprehensive income, except ऩం when it relates to items that are recognised in other ֶٖ̯ᚬऩɾɻᆢႏcԯႮ֝ೢඖ͛ ᚬऩ̯ٖכઅقԯˢͲࠍνऩֶכcomprehensive income or directly to equity, in which case, ผ
ements the current and deferred tax is also recognised in other ɻᆢႏeߗ̯౨ೢඖֶႮ֝ೢඖȽΐ comprehensive income or directly in equity respectively. Where ࠖωగพ৻ԡɃሏϤଐ́cԯೢ৻ current tax or deferred tax arises from the initial accounting ᄧᚊผढ़Ƀพ৻ԡɾผ߮୮ଉɻe for a business combination, the tax effect is included in the accounting for the business combination.
Deferred tax assets and liabilities are offset when they relate Σֺೢܰͅȹೢ৻ѫᄩνcϤ to income taxes levied by the same tax authority and the ྡྷ့̨ʻ˟ԯ̯౨ೢඖ༅ଐʥೢඖ ˿entity intends to settle its current tax assets and liabilities on ߲ඦɾ૱ᔾcႮ֝ೢඖ༅ଐʥ߲ඦ ሻeאޚa net basis. ˞ʃ
(p) Leasing (p) ै
Leases are classified as finance leases whenever the terms of ɓैૈಁஃցੀै༉༅ଐኟτᚬɾ the lease transfer substantially all the risks and rewards of ɣʗࠓ፮ʥΑంᔝଫϭֻैɁɾ ownership to the lessee. All other leases are classified as ैяͶݯল৻ैeֺτԯˢै operating leases. ʗᗘݯᏪพैe
The Group as lessor ̯එ྆ݯˮैɁ
τܘᇃؒق˞νɃผټRental income from operating leases is recognised in the Ꮺพैɾै ᆢٲconsolidated statement of comprehensive income on a ᗐैα౨Ε၃Ͳࠍνऩం ٱstraight-line basis over the term of the relevant lease. Initial ႏeᆠਆʥΪખᏪพैࣂଐ́ɾ ټઅι̯ผ˱Ƀै༉༅ଐɾሏࠍقdirect costs incurred in negotiating and arranging an operating ү α౨ᆢႏݯैܘᇃؒق˞lease are added to the carrying amount of the leased asset ᔾcԎ and recognised as expenses on a straight-line basis over the ʻe lease term.
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 110
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ements
(p) Leasing (Cont’d) (p) ैᙩ
The Group as lessee ̯එ྆ݯֻैɁ
ᇃؒق˞ผټRental payable under operating leases is charged to the ࣓ኣᏪพैᎶ˟ɾै ٲτᗐैα౨Ε၃Ͳࠍνऩంܘ consolidated statement of comprehensive income on a
ഽڃٲ၃ল৻ం straight-line basis over the term of the relevant lease. Benefits ɻκeАݯ͓߯Ꮺพैᆉɾɰ τᗐैαܘᇃؒق˞received and receivable as an incentive to enter into an νʥᎶνСऩ ʻκಕeټoperating lease are recognised as a reduction of rental expense ౨ᆢႏݯै over the lease term on a straight-line basis.
Notes to the Consolidated Financial Stat to the Consolidated Notes
(q) Foreign currencies (q) ̔ྫྷ
ࣂcٲIn preparing the financial statements of each individual group ΕᇁႇПඑ྆ྡྷɾল৻ం entity, transactions in currencies other than the functional ˞ྡྷ˲ॶஒྫྷ˞̔ɾஒྫྷ̔ྫྷ൬ ˀ͂ɾමଅ˞τᗐמ͚ܘמcurrency of that entity (foreign currencies) are recorded in Ϸɾ͚ the respective functional currency (i.e. the currency of the ˲ॶஒྫྷЩྡྷᏪɾ˚߬Ꮬ ˞ంй౨̱cכprimary economic environment in which the entity operates) ྊɾஒྫྷত፣e at the rates of exchange prevailing on the dates of the ̔ྫྷͶࠤɾஒྫྷඖ͌˞ంй౨̱͂ transactions. At the end of the reporting period, monetary ɾමଅࠇณ့e˞̔ྫྷͶࠤԎܘʔ ஒྫྷඖ͌˞ᔤցʔ̡ࠤڈitems denominated in foreign currencies are retranslated at ̡ࠤͶሏɾ the rates prevailing at that date. Non-monetary items carried ˀ͂ɾමଅࠇณ့e˞̔ྫྷͶ ஒྫྷඖ͌ɺڈat fair value that are denominated in foreign currencies are ࠤԎ˞ዃ̌ι̯߮൴ɾ retranslated at the rates prevailing at the date when the fair ผࠇณ့e value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary ့ஒྫྷඖ͌ʥࠇณ့ஒྫྷඖ͌ࣂ ଐ́ɾα۹Ε၃כitems, and on the translation of monetary items, are recognised ଐ́ɾමЙᔾ ɻᆢႏcΐஒྫྷඖ͌ٲin the consolidated statement of comprehensive income in Ͳࠍνऩం the year in which they arise, except for exchange differences Ϥଐ́Ԏ࿚ι̯ʔ̇ɾࣵ̔พ৻૱ҙ ၃ল৻ంכڬarising on a monetary item that forms part of the Company’s ༅ȹʗɾමЙᔾ ɻԯˢͲࠍνऩʑᆢႏcԎΕˮਕٲ net investment in a foreign operation, in which case, such exchange differences are recognised in other comprehensive ࣵ̔พ৻ࣂcᚬऩࠇณʗᗘϭ၃
Annual Report 2010 ʔ̡ࠤͶܘeࠇณ့ٲincome in the consolidated financial statements and will be Ͳࠍνऩం ஒྫྷඖ͌ଐ́ɾමЙᔾ߮Ƀڈreclassified from equity to the consolidated statement of ሏɾ ɻcࠇณٲcomprehensive income on disposal of the foreign operation. α۹ɾ၃Ͳࠍνऩం ޔஒྫྷඖ͌ଐ́ɾᔾτᗐɾڈExchange differences arising on the retranslation of non- ့ ԯˢͲࠍνऩᆢႏcΕϊੱכઅقmonetary items carried at fair value are included in the ᑋ ԯˢͲࠍכઅقconsolidated statement of comprehensive income for the year ؗɎcමЙᔾ͛ผ except for differences arising on the retranslation of non- νऩɻᆢႏe monetary items in respect of which gains and losses are recognised directly in other comprehensive income, in which cases, the exchange differences are also recognised directly in other comprehensive income.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 111
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
(q) Foreign currencies (Cont’d) (q) ̔ྫྷᙩ
ഽڃٲ၃ল৻ం c̯එ྆ྊ̔พٲFor the purposes of presenting the consolidated financial ݯеͶ၃ল৻ం statements, the assets and liabilities of the Group’s foreign ৻ɾ༅ଐʥ߲ඦя˞Έంй౨̱ɾ operations are translated into presentation currency of the ͂මଅ့ݯ̯එ྆ɾеͶஒྫྷЩ α۹̯˞ڬGroup (i.e. HK$) using the exchange rate prevailing at the ಋʏeνɃʥʻඖ͌ α۹כend of each reporting period. Income and expense items are ̡яමଅʀ˞့e࠱මଅ ˀמ͚˞ڬɣcΕϊੱؗɎ۾translated at the average exchange rates for the year, unless ʑؐ৽
ements exchange rates fluctuate significantly during that year, in which ͂ɾමଅ့eֺଐ́ɾමЙᔾ case, the exchange rates prevailing at the dates of transactions Στᆢႏݯȹٖ̯ᚬऩɾዟ͓ ྊ̔כare used. Exchange differences arising, if any, are recognised ʗමЙௐeමЙᔾ ٲ၃Ͳࠍνऩంכin other comprehensive income and accumulated in equity พ৻ˮਕα۹ under the heading of the translation reserve. Such exchange ʑᆢႏe differences are recognised in the consolidated statement of comprehensive income in the year in which the foreign operation is disposed of.
ˮਕྊכFrom 1st January, 2010 onwards, on the disposal of a foreign Ϭɀཌྷȹཌྷαȹ˂ȹˀc ྊ̔พ৻כoperation (i.e. a disposal of the Group’s entire interest in a ̔พ৻Щˮਕ̯එ྆ foreign operation, or a disposal involving loss of control over ɾͲᚬऩcֶࣹʥ̖˾˳фྊ̔พ ᙔʔ̇ɾઁԹᚬɾˮਕdࣹʥڃa subsidiary that includes a foreign operation, a disposal ৻ɾ involving loss of joint control over a jointly controlled entity ̖˾˳фྊ̔พ৻ɾͳઁԹྡྷɾ ˳ྦྷ˾that includes a foreign operation, or a disposal involving loss ͳઁԹᚬɾˮਕcֶࣹʥ̖ of significant influence over an associate that includes a foreign фྊ̔พ৻ɾᐲᏪʔ̇ɾࠇɣᄧᚊɾ operation), all of the exchange differences accumulated in ˮਕࣂcగ̯ʔ̇ኟτɁᎶЌɾพ ᚬऩୃ߮ɾֺτමЙᔾࠇณͶכequity in respect of that operation attributable to the owners ৻ eϊ̔c࠱ʗٲof the Company are reclassified to the consolidated statement Ƀ၃Ͳࠍνऩం of comprehensive income. In addition, in relation to a partial ˮਕԎ̰ኒߎ̯එ̖྆˾ྦྷኟτྊ̔ ԝੀˈܘڬᙔʔ̇ɾઁԹcڃdisposal that does not result in the Group losing control over พ৻ɾ ᚬٖઁڈa subsidiary that includes a foreign operation, the proportionate ୃዶ̔මᔾࠇณᓊᗘݯ ʑᆢٲ၃Ͳࠍνऩంכshare of accumulated exchange differences are reattributed ऩcϤԎɺ ֺτԯˢʗˮਕЩʗכto non-controlling interests and are not recognised in the ႏeྦྷ consolidated statement of comprehensive income. For all other ˮਕᐲᏪʔֶ̇ͳઁԹྡྷcϤԎ partial disposals (i.e. partial disposals of associates or jointly ಲι̯එ̖྆˾ࠇɣᄧᚊɈֶͳ controlled entities that do not result in the Group losing ઁԹᚬcܘϊˈԝੀୃዶ̔මᔾ
e ɀཌྷȹཌྷααంٲ၃Ͳࠍνऩంכsignificant influence or joint control), the proportionate share ࠇณᓊᗘ of the accumulated exchange differences is reclassified to the consolidated statement of comprehensive income.
ജɁ
พඑ྆ 112
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ements
(r) Borrowing costs (r) ࠥ൘ι̯
قႇ༅ࣟ༅ଐɾֶۺᑪൕdጙכ ,Borrowing costs directly attributable to the acquisition construction or production of qualifying assets, are capitalised અᎶЌࠥ൘ι̯ੀ༅̯ʝݯ೩༅ଐ as part of the cost of those assets. Capitalisation of such ɾʗι̯e೩༅ଐྡྷሔɐ༠ϭ ڏborrowing costs ceases when the assets are substantially ready Ꮓց͂பֶ˿Ԝሻਕࣂcࠥ൘ι̯
ഽڃٲ၃ল৻ం for their intended use or sale. ɺʹА༅̯ʝe
כα۹ଐ́ࣂכAll other borrowing costs are recognised in the consolidated ֺτԯˢࠥ൘ι̯ɰ ᆢႏeٲstatement of comprehensive income in the year in which they ၃Ͳࠍνऩం
Notes to the Consolidated Financial Stat to the Consolidated Notes are incurred.
(s) Retirement benefits costs (s) ঽͤါСι̯
ࡗכցԜಁঽͤါСི߮ɾԜಁވ Payments to defined contribution retirement benefit schemes ৻˞τᚬՅԜಁࣂᆢႏݯרare charged as an expense when employees have rendered ొԜ service entitling them to the contributions. ʻe
(t) Provisions (t) ᅆௐ
Provisions are recognised when the Group has a present ̯එ྆ΐ༦֡ԑͧϤֻኪଊτஐ obligation as a result of a past event, and it is probable that ͨcኒߎ̯එ྆ੀτ˿ॶగஐͨ˟ the Group will be required to settle the obligation and a reliable ಁcϤஐͨಁᔾॶ˿ቌΔЅ߮ࣂᆢ estimate can be made of the amount of the obligation. ႏᅆௐe
ంй౨̱గʻכThe amount recognised as a provision is the best estimate of ᆢႏݯᅆௐɾಁᔾȽ the consideration required to settle the present obligation at ˟ଊτஐֺͨɾˤძɾԙЅ߮c the end of the reporting period, taking into account the risks ɻɰϣᄬࣹʥτᗐஐͨɾࠓ፮ʥɺ and uncertainties surrounding the obligation. Where a provision ᆢցΐॖe࠱ᅆௐԚ͂Ѕ߮ʻ˟ଊτ ᔾټݚ൬Ϸ߮൴cԯሏࠍټis measured using the cash flows estimated to settle the ஐͨɾଊ ݚɾଊࠤeټpresent obligation, its carrying amount is the present value of Щ೩ଊ those cash flows.
ݚ৽༅ଐڈАˮਕɾܛ (Annual Report 2010 (u) Non-current assets held for sale (u
ݚ৽༅ଐʥˮਕୂະɾሏࠍࠤ࠱ߗڈ Non-current assets and disposal groups are classified as held ᙩԚ͂Ϥܛ༦ڈϤמfor sale if their carrying amount will be recovered principally Ƚ༦ˮਕ͚ АሻਕᗘПeϊܛผʗᗘݯڬthrough a sale transaction rather than through continuing use. νΑc ݚڈॶ༠ιˮਕʥ˿۾כThis condition is regarded as met only when the sale is highly ૈͧ̋ผ ଊؗɎԜЩࣂכ˿probable and the non-current asset (or disposal group) is ৽༅ଐˮਕୂະ available for immediate sale in its present condition. ˮਕࣂʿйଲeဳଉֻ̦ጻˮ ࠇณʗᗘȹαʑѧιԎᆢႏeכManagement must be committed to the sale, which should ਕੀ be expected to qualify for recognition as a completed sale
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES within one year from the date of classification. 113
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ݚ৽༅ଐᙩڈАˮਕɾܛ (u) Non-current assets held for sale (Cont’d) (u)
ഽڃٲ၃ল৻ం
ݚ৽༅ଐʥˮڈАˮਕɾܛNon-current assets (and disposal groups) classified as held ʗᗘݯ ༅ଐ˞֡ሏࠍࠤʥʔ̡ܘfor sale are measured at the lower of their previous carrying ਕୂະȽ amount and fair value less costs to sell. The investment ࠤ˞༖Г者ݯๅಕˮਕι̯߮൴e พ˞ˮਕˀذАˮਕɾҙ༅ܛproperties classified as held for sale are measured at its fair ʗᗘϭ value at the date of disposal. ౨ɾʔ̡ࠤɃሏe
ements (v) Related parties (v) ᗐடɁɡ
A party is considered to be related to the Group if: ΕɎͶੱؗɎcτᗐɁɡੀ഼ݯၤ̯ එ྆τᗐடi
અֶංઅ༦ȹΊقi) the party, directly or indirectly through one or more (i) τᗐɁɡ) intermediaries: (a) controls, is controlled by, or is under ֶΛΊɻʍɁi(a)ઁԹ̯එ common control with, the Group; (b) has an interest in ྆c̯එ྆ઁԹֶၤ̯එ྆ the Group that gives it significant influence over the ՇԷͳઁԹh(b)ኟτ̯එ྆ Group; or (c) has joint control over the Group; ᚬऩcԎ˿ྦྷ̯එ྆ೕࠇɣ ᄧᚊɈhֶ(c)ၤˢɁͳኟτ ̯එ྆ઁԹᚬh ii) the party is an associate; (ii) τᗐɁɡݯᐲᏪʔ̇h) iii) the party is a jointly-controlled entity; (iii) τᗐɁɡݯͳઁԹዀ࿚h) iv) the party is a member of the key management (iv) τᗐɁɡݯ̯එֶ྆ԯ̴ʔ̇) personnel of the Group or its parent; ɾ˚߬ဳଉɁࡗh v) the party is a close member of the family of any (v) τᗐɁɡݯ(i)ֶ(iv)ඖֺ߸Ɂɡ) ӡጱᙔhقindividual referred to in (i) or (iv); ɾ
כઅֶංઅᓊᙔقvi) the party is an entity that is controlled, jointly controlled (vi) τᗐɁɡՇ) or significantly influenced by or for which significant (iv)ֶ(v)ඖֺ߸Ɂɡɾྡྷֺ voting power in such entity resides with, directly or ઁԹdၤˢɁͳઁԹֶೕ indirectly, any individual referred to in (iv) or (v); or ࠇɣᄧᚊɈcֶኟτࠇɣҙ
ᚬhֶ ɀཌྷȹཌྷααం vii) the party is a post-employment benefit plan for the (vii) τᗐɁɡݯ̯එֶ྆ᙔԯᗐட) benefit of the employees of the Group, or of any entity ɁɡͨЄྡྷɾࡗɾୄ˅Շ that is a related party of the Group. ܃ါСི߮e
ജɁ
พඑ྆ 114
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
3. SUMMARY OF SIGNIFICANT ACCOUNTING 3. ˚߬ผ߮ܧ೪ล߬ᙩ POLICIES (Cont’d)
ements w) Contingent liabilities and assets (w) ֶಳ߲ඦʥֶಳ༅ଐ)
A contingent liability is a possible obligation that arises from ֶಳ߲ඦȽȹඖΐ༦֡ԑͧଐ́ɾτ past events and whose existence will only be confirmed by ˿ॶֻኪcϤ೩༦֡ԑͧɾΦΕඩ එ྆Ͳᚬઁ̯ͅڈthe occurrence or non-occurrence of one or more uncertain ˿ͅȹඖֶΛඖԎ ࣍ԑͧɾΦΕၤЯᆢעɺ܃future events not wholly within the control of the Group. It Թɾˀ
ഽڃٲ၃ল৻ం can also be a present obligation arising from past events that ցeԯ͛˿ݯȹඖΐɺɣ˿ॶ߬३ ᔾ̰ॶ˿ቌΔټis not recognised because it is not probable that outflow of ͂Ꮬ༅ֶֻኪɾ economic resources will be required or the amount of ့߮Ϥ̰τᆢႏɾ༦֡ԑͧଐ́ɾଊ obligation cannot be measured reliably. A contingent liability τֻኪeֶಳ߲ඦ̰τʀ˞ᆢႏc
Notes to the Consolidated Financial Stat to the Consolidated Notes ഽɻׄᚉe࠱३ڃٲ၃ল৻ంכis not recognised but is disclosed in the notes to the ɰ consolidated financial statements. When a change in the ͂Ꮬ༅ɾ˿ॶֲˮଊᛰ৽ߎԚτ ಳ߲ඦੀֶڬprobability of an outflow occurs so that outflow is probable, ˿ॶ३͂Ꮬ༅c they will then be recognised as a provision. ᆢႏݯᅆௐe
A contingent asset is a possible asset that arises from past ֶಳ༅ଐȽȹඖΐ༦֡ԑͧଐ́ɾτ events and whose existence will only be confirmed by the ˿ॶ༅ଐcϤ೩༦֡ԑͧɾΦΕඩ එ྆Ͳᚬઁ̯ͅڈoccurrence or non-occurrence of one or more uncertain future ˿ͅȹඖֶΛඖԎ ࣍ԑͧɾΦΕၤЯᆢעɺ܃events not wholly within the control of the Group. Contingent Թɾˀ ॶˮ˿כassets are not recognised but are disclosed in the notes to ցeֶಳ༅ଐɺผᆢႏcЎ ڃٲ၃ল৻ంכthe consolidated financial statements when an inflow of ଊᏜСऩݚɃࣂ economic benefits is probable. When inflow is virtually certain, ഽɻʀ˞ׄᚉeݚɃᏵྡྷሔᆢցࣂ an asset is recognised. ੀྦྷ༅ଐᆢႏe
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 115
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat עCRITICAL ACCOUNTING JUDGMENTS AND 4. ࠇɣผ߮РᒾʥЅ߮ɺ .4 KEY SOURCES OF ESTIMATION ᆢΐॖɾ˚߬Ԟ UNCERTAINTY
ഽڃٲഽ3ֺ߸ ၃ল৻ంڃ೪Σܧઔढ़̯එ྆ɾผ߮כ In the application of the Group’s accounting policies, which are described in Note 3, management is required to make judgments, ࣂcဳଉᄙྦྷ̰ॶԯˢʿࠍᆢցɾ༅ ᔾАˮРᒾdЅ߮ʥټestimates and assumptions about the carrying amounts of assets ଐʥ߲ඦɾሏࠍ ᗐஉȽ࣓ኣ༦֡ɾʥޚand liabilities that are not readily apparent from other sources. The உeЅ߮ʥ ᗐΐॖϤАˮeྡྷ˿ॶၤϊޚestimates and underlying assumptions are based on historical ԯˢ experience and other factors that are considered to be relevant. ೩Ѕ߮ɺသޚe Actual results may differ from these estimates.
ements
The estimates and underlying assumptions are reviewed on an τᗐЅ߮ʥޚᗐஉɺᒾᏎদeߗ࠳߯ כongoing basis. Revisions to accounting estimates are recognised in ̋ᄧᚊ࠳߯౨cผ߮Ѕ߮ɾ࠳߯ผ the period in which the estimate is revised if the revision affects ࠳߯౨ʑᆢႏhֶΣ࠳߯ᄧᚊ̯౨ʥ̰ ࠳߯౨ʥ̰Ԟ౨ංᆢႏeכڬonly that period, or in the period of the revision and future periods Ԟ౨ංc if the revision affects both current and future periods.
Critical judgments in applying accounting policies Ꮆ͂ผ߮ܧ೪ɾᗐᒄРᒾ
Ꮆ͂כThe following are the critical judgments, apart from those involving ၤЅ߮τᗐ者̔c˞Ɏݯဳଉᄙ estimations, that management has made in the process of applying ̯එ྆ɾผ߮ܧ೪ɾ༦ೡɻcɰАˮྦྷ၃ ɰᆢႏɾᅕᔾτࠇɣᄧᚊɾᗐٲthe Group’s accounting policies and that have the most significant ল৻ం effect on the amounts recognised in the consolidated financial ᒄРᒾe statements.
ਕҙ༅ɾʔ̡ࠤʥಕࠤۿ Fair value and impairment of available-for-sale investments
Εݠᙺ̟Ԏಲంძכഽ5ֺ߸cྦྷڃAs described in Note 5, the management use their judgment in Σ ጪɮԮcဳଉᄙС͂Рᒾ˞ፕእሬټselecting an appropriate valuation technique for financial instruments ɾ not quoted in an active market. Valuation techniques commonly ЅࠤҌeᎶ͂ɾЅࠤҌݯ̟Ɂɡֺ ᔾݯ156,362,000ಋʏټused by market practitioners are applied. The Group’s unlisted equity ྻԚ͂eሏࠍ instruments with carrying amount of approximately HK$156,362,000 ɀཌྷཌྷȾαi204,375,000ಋʏɾ̯එ྆ ɐ̟ٖ̯ɮԮȽԗኣ࠱˿ॶ˿ᜮྦɾڈ HK$204,375,000) are valued using a discounted cash flow :2009) ɾஉcԚ͂җ့ܛanalysis based on assumptions supported, where possible, by ̟ძֶࣟСଅֺʻ ݚ൴ʗ൬ϷЅࠤe೩ٖ̯ɮԮɾټobservable market prices or rates. The estimation of fair value of ଊ ᜮྦɾ̟˿ͅڈȹԒԎܢ˳these equity instruments also includes some assumptions not ʔ̡ࠤЅ߮͛ ɾஉeܛsupported by observable market prices or rates. ძֶࣟСଅֺʻ
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 116
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ עCRITICAL ACCOUNTING JUDGMENTS AND 4. ࠇɣผ߮РᒾʥЅ߮ɺ .4 KEY SOURCES OF ESTIMATION ᆢΐॖɾ˚߬Ԟᙩ
ements UNCERTAINTY (Cont’d)
Critical judgments in applying accounting policies (Cont’d) Ꮆ͂ผ߮ܧ೪ɾᗐᒄРᒾᙩ
Impairment loss in respect of accounts receivable τᗐᎶνሏಁɾಕࠤᑋฌ
The policy for impairment loss in respect of accounts receivable of ̯එ྆τᗐᎶνሏಁɾಕࠤᑋฌɾܧ೪ਥ
ഽڃٲ၃ল৻ం ሏಁɾνΑ˿ॶֲʥሏᙍʗɾിЅྦྷכ the Group is based on the evaluation of collectability and aging ിЅϊ೩Ꮆνಁכanalysis of accounts and on management’s judgment. A considerable ʥဳଉᄙɾРᒾጫ൴e amount of judgment is required in assessing the ultimate realisation ඖɾୄνΑੱؗࣂ߬Аˮɣ൴Рᒾc ᙷʥ༦֡˟ಁ፣eڌɾکΈ۪ʸ͌ܢ˳ of these receivables, including the current creditworthiness and the
Notes to the Consolidated Financial Stat to the Consolidated Notes ֤ڨؗᔝϤرܧpast collection history of each debtor. If the financial conditions of ࠱ߗ̯එ۪྆ʸɾল ߬Аˮᔾ̔ᅆௐeڬdebtors of the Group were to deteriorate, resulting in an impairment ೩ɾ˟ಁॶɈࣂc of their ability to make payments, additional allowances may be required.
พذInvestment properties ҙ༅
พܰ˞ዟ͓ਿพിЅിذThe Group’s investment properties are stated at fair value based on ̯එ྆ɾҙ༅ Һցʔ̡ࠤࣂכthe valuation performed by independent professional valuers. In ցɾʔ̡ࠤɃሏeിЅ determining the fair value, the valuers have based on method of Ƚ࣓ኣ˳фߗɳЅ߮ɾЅࠤʿؒ൬Ϸcဳ ፆЅࠤంйࣂɰАˮȿРᒾʥႏڌכvaluation which involves certain estimates. In relying on the valuation ଉᄙ رଊؗeΣ̟̟ܮreport, the management has exercised their judgment and is satisfied ЅࠤʿؒȽʦ พɾذthat the method of valuation is reflective of the current market ؗᛰʝኒߎஉτͨЄᛰ৽cҙ༅ Ԟᛰ৽ḛכconditions. Should there are changes in assumptions due to change ʔ̡ࠤ˿ॶ in market conditions, the fair value of the investment properties will change in future.
Income taxes ֺೢ
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀcτᗐ̰Ԛכ At 31st December, 2010, a deferred tax asset of approximately HK$37,266,000 (2009: HK$40,092,000) in relation to unused tax ͂ೢ৻ᑋฌɾႮ֝ೢඖ༅ଐ37,266,000 losses has been recognised in the consolidated statement of financial ಋʏɀཌྷཌྷȾαi40,092,000ಋʏɰ ʑᆢႏeႮ֝ೢඖ༅ٲؗంر၃ল৻כ position. The realisability of the deferred tax asset mainly depends
Annual Report 2010 on whether sufficient future profits or taxable temporary differences ଐॶЯᛰଊ˚഼߬˝ˀ܃ܰЯԮτӷਪɾ will be available in the future. In cases where the actual future profits ̰ԞึСֶᎶᇾೢᅗࣂଔϤցe࠱ߗ̰ ॶଐ́ࠇɣ˿ڬད౨cכgenerated are less than expected, a material reversal of deferred ԞɾྡྷึСГ ˮଊכtax assets may arise, which would be recognised in the consolidated ɾႮ֝ೢඖ༅ଐᅆΑcτᗐᅆΑੀ ʑᆢٲstatement of comprehensive income for the year in which such a ᅆΑɾα۹ʑΕ၃Ͳࠍνऩం reversal takes place. ႏe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 117
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat עCRITICAL ACCOUNTING JUDGMENTS AND 4. ࠇɣผ߮РᒾʥЅ߮ɺ .4 KEY SOURCES OF ESTIMATION ᆢΐॖɾ˚߬Ԟᙩ UNCERTAINTY (Cont’d)
ഽڃٲ೪ɾᗐᒄРᒾᙩ ၃ল৻ంܧCritical judgments in applying accounting policies (Cont’d) Ꮆ͂ผ߮
Impairment of goodwill and intangible assets ਆᙷʥಲѼ༅ଐɾಕࠤ
೪Ұαྦྷਆܧഽ3ֺ߸ɾผ߮ڃThe Group performs annual tests on whether there has been ̯එ࣓྆ኣ ଐ́௰ټimpairment of goodwill and intangible assets in accordance with ᙷʥಲѼ༅ଐ൬Ϸಕࠤಡeଊ ᔾผ࣓ኣԚ͂ძࠤ့߮ؒᔤټthe accounting policy stated in Note 3. The recoverable amounts of Ͻɾ˿νΑ
ements cash-generating units are determined based on value-in-use ցeԚ͂ძࠤ့߮ؒ߬ဳଉᄙྦྷ̰ԞА ൎଊଅʥԯˢτᗐԚ͂کcalculations. These calculations require the use of estimates and ˮพ৻Ꮺ༜dೢ assumptions made by management on the future operation of the ძࠤ့߮ؒɾЅ߮ʥஉe business, pre-tax discount rates, and other assumptions underlying the value-in-use calculations.
ጪɮԮټ .FINANCIAL INSTRUMENTS 5 .5
ጪɮԮᗘПiټ (a) Categories of financial instruments: (a)
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ጪ༅ଐټ Financial assets
Financial assets at fair value ༦ฌऩ˞ʦܮʔ̡ࠤɾ ጪ༅ଐiټ :through profit or loss Investments held-for-trading ܛАൕሒɾҙ༅ 2,422,066 643,954 ցݯ༦ฌऩܞ Financial assets designated as at fair value through ˞ʦܮʔ̡ࠤ ጪ༅ଐ 5,185,429 728,238ټprofit or loss ɾ Loans and receivables ൘ಁʥᎶνሏඖ˳ܢց౨ ټincluding time deposits, ΦಁdႺϷʥଊ) bank balances and cash) 13,427,519 9,378,644 ਕҙ༅ 434,783 1,787,348ۿ Available-for-sale investments
ጪ߲ඦټ Financial liabilities
ɀཌྷȹཌྷααం Financial liabilities at fair value ༦ฌऩ˞ʦܮʔ̡ࠤɾ ጪ߲ඦcʗᗘݯټ through profit or loss classified as held-for-trading: ܛАൕሒ͂பi ጪɮԮ – 3,238ټDerivative financial instruments ߪ́
ജɁ Amortised cost ᚫሻι̯ 20,254,581 14,516,394
߲ඦ 290 366 พඑ྆ړFinancial guarantee liabilities ল৻ኪ 118
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ጪɮԮᙩټ .FINANCIAL INSTRUMENTS (Cont’d) 5 .5
೪ܧጪࠓ፮ဳଉ͌ᅟʥټ (ements (b) Financial risk management objectives and policies (b
ҙ̯ٖܢ˳ጪɮԮټThe Group’s major financial instruments include equity ̯එ྆ɾ˚߬ investments, debt securities, bonds, borrowings, loan ༅dඦ৻ᖬԴdඦԴdࠥ൘dᎶν൘ ሏඖdמሏඖdᎶ˟ൗמreceivables, trade receivables, trade payables, financial ಁdᎶνൗ ߲ඦdց౨ΦಁʥႺϷړguarantee liabilities, time deposits and bank balances. Details ল৻ኪ ഽׄڃΈכጪɮԮੱټof these financial instruments are disclosed in respective notes. e೩
ഽڃٲ၃ল৻ం ጪɮԮτᗐɾټThe risks associated with these financial instruments and the ᚉeɎʼ༗Ͷၤ೩ policies on how to mitigate these risks are set out below. The ࠓ፮ʥΣЄࠌГ೩ࠓ፮ɾܧ೪eဳ ʥړmanagement manages and monitors these exposures to ଉᄙဳଉʥဟઁ೩ࠓ፮c˞ᆢ ensure appropriate measures are implemented on a timely ࣂτࢽΔઔՅሬɾઉܪe
Notes to the Consolidated Financial Stat to the Consolidated Notes and effective manner.
ጪɮԮɾࠓ፮ֶဳଉʥټThere has been no change to the Group’s risk exposure relating ̯එ྆τᗐ to financial instruments or the manner in which it manages ߮൴೩ࠓ፮ɾʿβԎಲᛰ৽e and measures the risks.
Market risk ̟ࠓ፮
(i) Foreign currency risk (i) ̔ྫྷࠓ፮
The majority of the Group’s monetary assets and ̯එ྆ɣʗஒྫྷ༅ଐʥஒྫྷ νɃя˞ಋټmonetary liabilities by value and the rental income are ߲ඦძࠤ˞ʥै denominated in HK$, and Renminbi (“RMB”), except ʏʥɁ̵ྫྷɁ̵ྫྷݯஒྫྷ ̔˞ڬcertain debt securities are denominated in foreign ௰Ͻcߗɳඦ৻ᖬԴ ʥႺټcurrencies. Certain cash and bank balances are ྫྷݯஒྫྷ௰Ͻeߗɳଊ denominated in RMB, United States Dollars (“USD”) ϷȽ˞Ɂ̵ྫྷdʏ and Pound Sterling (“GBP”). The conversion of RMB ʏʥߜᔦߜᔦ߮ࠤe into other currencies is subjected to the rules and ့Ɂ̵ྫྷݯԯˢஒྫྷፓΨɻ ཕ֚ܧregulations of foreign exchange control promulgated by ജɁ̵ͳਝɻਝ ʥஃԝ൬ڬthe government of the People’s Republic of China (the ̠ɾ̔මဳԹɾஃ “PRC”). The Group is exposed to foreign exchange risk Ϸe̯එ྆ΐಋʏЙɁ̵ྫྷɾ in respect of exchange fluctuation of HK$ against RMB. මଅؐ৽ϤֻՇ̔මࠓ፮e̯ The Group currently does not have a foreign currency එ྆ଊࣂԎಲͨЄ̔මݚ৽༅
Annual Report 2010 hedging policy in respect of foreign currency assets and ଐʥ߲ඦɾ̔ྫྷྦྷҿɮԮe̯ liabilities. The Group will monitor its foreign currency එ྆ੀʘဟဳԯ̔ྫྷࠓ፮c ߬ࣂϣᄬྦྷҿࠇɣ̔ྫྷ̦כexposure closely and will consider hedging significant Ԏ foreign currency exposure should the need arise. ࠓ፮e
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 119
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat ጪɮԮᙩټ .FINANCIAL INSTRUMENTS (Cont’d) 5 .5
೪ᙩܧጪࠓ፮ဳଉ͌ᅟʥټ (b) Financial risk management objectives and policies (Cont’d) (b)
ഽڃٲMarket risk (Cont’d) ̟ࠓ፮ᙩ ၃ল৻ం
(i) Foreign currency risk (Cont’d) (i) ̔ྫྷࠓ፮ᙩ
The carrying amounts of the Group’s foreign currency ̯එ྆˞̔ྫྷ߮ࠤɾஒྫྷ༅ଐ ంйˀ౨ɾሏࠍכdenominated monetary assets and monetary liabilities ʥஒྫྷ߲ඦ ᔾΣɎiټ :at the end of the reporting period are as follows
ements
2010 2009 Assets ༅ଐ HK$’000 HK$’000 ɝಋʏ ɝಋʏ
USD ʏ 5,683,521 755,639 RMB Ɂ̵ྫྷ 3,433,730 2,637,712 GBP ߜᔦ 504,379 – EURO (“EUR”) ᅩʏᅩʏ 363,444 768,843 Australian Dollar (“AUD”) ዌʏዌʏ 15,871 – Japanese Yen (“YEN”) ˀˀ – 7,553
2010 2009 Liabilities ߲ඦ HK$’000 HK$’000 ɝಋʏ ɝಋʏ
USD ʏ 436,270 336,443 RMB Ɂ̵ྫྷ 1,116,976 1,030,210 EUR ᅩʏ 231,840 689,325 AUD ዌʏ 13,920 – YEN ˀ – 7,174
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 120
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ጪɮԮᙩټ .FINANCIAL INSTRUMENTS (Cont’d) 5 .5
೪ᙩܧጪࠓ፮ဳଉ͌ᅟʥټ (ements (b) Financial risk management objectives and policies (Cont’d) (b
Market risk (Cont’d) ̟ࠓ፮ᙩ
(i) Foreign currency risk (Cont’d) (i) ̔ྫྷࠓ፮ᙩ
Sensitivity analysis ણ۹ʗ
ᗐޚͶ̯එ྆ྦྷಋʏЙٲഽ The following table details the Group’s sensitivity to a Ɏڃٲ၃ল৻ం 5% increase and decrease in the HK$ against the ̔ྫྷɾමଅɐʠʥɎൡ5%ɾણ ಋʏၤʏ㢕cכrelevant foreign currencies. As HK$ are pegged to USD, ۹eͅ it is assumed that there would be no material currency ܨஉԭိஒྫྷɾංԎಲࠇɣ Ɏʼɾכrisk exposure between these two currencies and ஒྫྷࠓ፮c͛ɺผ༗ ʑΉ˚߬ဳଉɁࡗכtherefore is excluded from the analysis below. 5% is ʗe Notes to the Consolidated Financial Stat to the Consolidated Notes the sensitivity rate used when reporting foreign currency ంй̔ྫྷࠓ፮ࣂผ͂5%Аݯણ risk internally to key management personnel and ۹ˈଅcϤτᗐˈଅݯဳଉ represents management’s assessment of the reasonably ᄙྦྷමଅ˿ॶଉˮଊɾᛰ৽ ܢ˳possible change in foreign exchange rates. The sensitivity АˮɾിЅeણ۹ʗ analysis includes outstanding foreign currency ̰ᑹɾ̔ྫྷ߮ࠤஒྫྷඖ͌c ౨̱గ5%ɾ̔ྫྷමଅᛰ৽כdenominated monetary items, and adjusts their Ԏ ܢ˳translation at the period end for a 5% change in foreign ሁኬඖ͌eણ۹ʗ currency rates. The sensitivity analysis includes external ̔൘ಁʥࠥʀ̯එ྆࿏Ɏྊ loans as well as loans to foreign operations within the ̔พ৻ɾ൘ಁԯ߮ࠤஒྫྷݯ൘ Group where the denomination of the loan is in a ಁɁֶࠥಁɁஒྫྷ˞̔ɾஒ ᗐஒྫྷޚ͐ٲcurrency other than the currency of the lender or the ྫྷeɎʼɾ̳ᅕ borrower. A positive number below indicates an increase Йಋʏɾමଅᔝੜ5%ࣂึСᄈ in profit where the relevant currencies strengthen 5% ˱e࠱ޚᗐஒྫྷЙಋʏɾමଅ against HK$. For a 5% weakening of the relevant ᔝ5%cྦྷึСιɾᄧᚊ˿ currencies against HK$, there would be an equal and ॶ೩ʥޚʦcϤɎʼɾ opposite impact on the profit and the balances below ੀผе߲ᅕe would be negative.
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
Impact of RMB Ɂ̵ྫྷɾᄧᚊ Profit or loss ޔᑋ 115,838 80,375
Impact of GBP ߜᔦɾᄧᚊ Profit or loss ޔᑋ 25,219 –
Impact of EUR ᅩʏɾᄧᚊ Profit or loss ޔᑋ 6,580 3,976
Impact of AUD ዌʏɾᄧᚊ
Annual Report 2010 Profit or loss ޔᑋ 97 –
Impact of YEN ˀɾᄧᚊ Profit or loss ޔᑋ – 19
α۹ྦྷ̔ྫྷɾણ̯כThe Group’s sensitivity to foreign currency has increased ̯එ྆ during the current year mainly due to the increase in ۹ɐʠc˚߬ܰΐݯ˞̔ྫྷ߮ foreign currency denominated monetary net assets. ࠤɾஒྫྷ૱༅ଐᄈ˱ֺߎe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 121
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat ጪɮԮᙩټ .FINANCIAL INSTRUMENTS (Cont’d) 5 .5
೪ᙩܧጪࠓ፮ဳଉ͌ᅟʥټ (b) Financial risk management objectives and policies (Cont’d) (b)
ഽڃٲMarket risk (Cont’d) ̟ࠓ፮ᙩ ၃ল৻ం
ݚ൴Сଅࠓ፮ټii) Cash flow Interest rate risk (ii) ଊ)
The Group has interest bearing assets and variable-rate ̯එ྆τ߮ࢠ༅ଐʥࣺࢠࠥ൘ ਕۿྌ˟ᐲᏪʔ̇ಁඖdܢ˳ -borrowings including advances to associates, available for-sale investments, loans receivables, bank balances ҙ༅dᎶν൘ಁdႺϷʥ ݚټඑֻ྆ኪଊ̯ܨand borrowings is therefore exposed to cash flow ࠥ൘c ጪɮԮੱ ementsټinterest rate risk. Details of these financial instruments ൴Сଅࠓ፮೩ ഽׄᚉe̯එ྆ଊࣂԎڃΈכ are disclosed in respective notes. The Group currently does not have interest rate hedging policy. However, ಲઔ͂ͨЄСଅྦྷҿܧ೪eಳ the management monitors interest rate exposure and ϤcဳଉᄙผဟઁСଅࠓ፮c ߬ࣂϣᄬྦྷҿࠇɣСଅכwill consider hedging significant interest rate exposure Ԏ should the need arise. ࠓ፮e
˚ݚ൴Сଅࠓ፮ټThe Group’s cash flow interest rate risk is mainly ̯එ྆ɾଊ ࢠזࠗಋႺϷพכconcentrated on the fluctuation of Hong Kong ߬එɻ ࢠdזInterbank Offered Rate (“HIBOR”), prime rate (“Prime”) ࠗಋႺϷพ ᗐޚor the respective country’s inter-bank offer rate. యСଅయСଅֶ ࢠɾؐ৽eזਝࡼɾႺϷพ
Sensitivity analysis ણ۹ʗ
The following demonstrates the sensitivity to a ˞ɎͶ͐ΕͲԯˢᛰᅕၐܛ کreasonable possible change in interest rates with all ɺᛰɾੱؗɎc̯එ྆ೢ other variables held constant, of the Group’s (loss) profit ᑋฌึСɾСଅˮଊଉ˿ before tax (through the impact of floating rates in ॶᛰ৽ࣂɾણ۹༦ྌ˟ᐲ ਕҙ༅dᎶνۿadvances to associates, available-for-sale investments, Ꮺʔ̇ಁඖd loans receivables, borrowings and bank balances). ൘ಁdࠥ൘ʥႺϷࣺ৽С ଅɾᄧᚊe
If the floating rates had been 50 basis points higher/ ࠱ࣺ৽СଅɐʠþࠌГ50ਥ එ྆i̯ڬlower, the Group’s: ᒨc
• loss before tax for the year ended 31st December, • ࿀ϭɀཌྷȹཌྷαɊɀ˂ would increase/decrease by approximately ɍɊȹˀ˅α۹ɾೢ 2010 ᑋฌੀᄈ˱þಕʭک HK$45,472,000 (2009: profit before tax would decrease/increase by approximately 45,472,000ಋʏɀཌྷཌྷ СಕʭึکHK$36,739,000). This is mainly attributable to the Ⱦαiೢ
Group’s exposure to interest rates on its variable- þᄈ˱36,739,000ಋ ɀཌྷȹཌྷααం එ̯כrate borrowings. ʏeϊȽ˚߬ͅ ֺֻՇɾࣺࢠࠥ൘ɾ྆ Сଅࠓ፮e
α۹ྦྷСଅɾણ ജɁ̯כThe Group’s sensitivity to interest rates has increased ̯එ྆ ˱during the current year mainly due to the increase in ۹ɐʠc˚߬ܰΐݯࠥ൘ᄈ
พඑ྆ borrowings. ֺߎe 122
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ጪɮԮᙩټ .FINANCIAL INSTRUMENTS (Cont’d) 5 .5
೪ᙩܧጪࠓ፮ဳଉ͌ᅟʥټ (ements (b) Financial risk management objectives and policies (Cont’d) (b
Market risk (Cont’d) ̟ࠓ፮ᙩ
(iii) Price risk (iii) ძࣟࠓ፮
˘ʔ̡ࠤ߮൴ܘΈంй౨̱כ The Group’s investments classified as available-for-sale
ഽڃٲ၃ল৻ం ਕҙ༅ɾҙۿinvestments, investments held-for-trading and financial ̯ͅඑ྆ʗᗘݯ ցݯܞАൕሒɾҙ༅ʥܛassets designated as at fair value through profit or loss ༅d ጪټʔ̡ࠤɾܮwhich are measured at fair value at the end of each ༦ฌऩ˞ʦ reporting period and expose the Group to price risk. ༅ଐΐϤ˥̯එ྆ࠍᐽძࣟࠓ
Notes to the Consolidated Financial Stat to the Consolidated Notes The management manages this exposure by maintaining ፮eဳଉᄙ˞உ͓ɺࠓ፮ˋ a portfolio of investments with different risk profiles. In ̡ɾҙ༅ୂઁԹτᗐࠓ፮e addition, the Group has appointed a special team to ϊ̔c̯එ྆ɰկͨऋПɩୂ ߬ࣂϣ̦כmonitor the price risk and will consider hedging the risk ဟဳძࣟࠓ፮cԎ exposure should the need arise. ᄬྦྷҿࠓ፮e
Sensitivity analysis ણ۹ʗ
The sensitivity analyses below have been determined ˞Ɏણ۹ʗȽ࣓ኣంй౨ based on the exposure to price risk at the end of the ̱ɾძࣟࠓ፮ᔤցe reporting period. iڬIf prices had been 5% higher/lower: ࠱ძࣟɐʠþɎࠌ5%c
• loss before tax for the year ended 31st • ࿀ϭɀཌྷȹཌྷαɊɀ˂ December, 2010 would decrease/ increase by ɍɊȹˀ˅α۹ɾೢ ˱ᑋฌੀಕʭþᄈک approximately HK$380,375,000 (2009: profit before tax would increase/decrease by 380,375,000ಋʏɀཌྷ Сੀึکapproximately HK$68,610,000). This was mainly ཌྷȾαiೢ due to the changes in fair value of investments ᄈ˱þಕʭ68,610,000 ܛכheld-for-trading and financial assets designated ಋʏeϊȽ˚߬ͅ ցݯܞas at fair value through profit or loss; and Аൕሒҙ༅ʥ ༦ฌऩ˞ʦܮʔ̡ࠤɾ
ጪ༅ଐɾʔ̡ࠤᛰټ Annual Report 2010 ৽hʥ
• other comprehensive income for the year ended • ࿀ϭɀཌྷȹཌྷαɊɀ˂ 31st December, 2010 would increase/decrease ɍɊȹˀ˅α۹ԯˢͲ by approximately HK$13,134,000 (2009: ࠍνऩੀᄈ˱þಕʭ HK$65,615,000) as a result of the changes in 13,134,000ಋʏɀཌྷཌྷ fair value of available-for-sale investments. Ⱦαi65,615,000ಋʏc ਕҙ༅ʔ̡ۿכϊȽͅ ࠤᛰ৽e
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 123
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat ጪɮԮᙩټ .FINANCIAL INSTRUMENTS (Cont’d) 5 .5
೪ᙩܧጪࠓ፮ဳଉ͌ᅟʥټ (b) Financial risk management objectives and policies (Cont’d) (b)
ഽڃٲ൘ࠓ፮ ၃ল৻ంڌ Credit risk
The Group’s maximum exposure to credit risk in the event of ࠱ߗ့ྦྷʹಲؒᄚϷ֤೩࿀ϭɀཌྷ the counterparties failure to perform their obligations as at ȹཌྷαɊɀ˂ɍɊȹˀɾඦඖc̯එ ጪ༅ଐɾټ31st December, 2010 in relation to each class of recognised ֻ྆ՇτᗐΈᗘɰᆢႏ ؗంر൘ࠓ፮ݯi(a)၃ল৻ڌfinancial assets are: (a) the carrying amounts of those assets ɣ ̯(ጪ༅ଐɾሏࠍࠤhʥ(bټֺͶٲ ;as stated in the consolidated statement of financial position
ements cԯݯၤ̯එ྆ړand (b) financial guarantee provided by the Group which is එ྆ొԜɾল৻ኪ τᗐɾֶಳ߲ඦɾړthe amount of contingent liabilities in relation to financial ೕϷল৻ኪ ᔾeټ .guarantee issued by the Group
൘ڌ೪ֺ߯ܧThe Group made transactions with counterparties with ̯එ྆ၤଲඑ྆৻ ၤল৻τᗐמacceptable credit quality in conformance to the Group treasury ിज़ӪΡɾዀ࿚൬Ϸ͚ ൘ࠓ፮eృፕڌc˞သ൴ࠌГמpolicies to minimise credit exposure. Acceptable credit ratings ɾ͚ ᙷڌcܰͅτڬʿɾԭඖࠇ߬ࡈמfrom reputable credit rating agencies and scrutiny of financials ͚ ൘ിڌ൘ിज़ዀ࿚ೕˮ˿અՇؿڌfor non-rated counterparties are two important criteria in the ɾ ʿ൬Ϸলמselection of counterparties. The credit quality of counterparties ज़c˞ʥྦྷӀτിज़ɾ͚ ౨ʑמwill be closely monitored over the life of the transaction. The ৻ിᄗe̯එ྆ผΕኬ͚ ൘ሔॖeϊ̔c̯ڌʿɾמGroup reviews its financial counterparties periodically in order ʘဟྦ͚ ɾল৻ዀ࿚൬מto reduce credit risk concentrations relative to the underlying එ྆ผց౨ݯၤԯ͚ ൘ɾڌsize and credit strength of each counterparties. Ϸിᄗc˞ಕГ༦۹එɻ ࠓ፮e
In an attempt to forestall adverse market movement, the Group ݯɺСɾ̟ᛰ৽དͱАๅௐc̯එ ʿᏎಡᅶΕɾמጪዀ࿚͚ټalso monitors potential exposures to each financial institution ྆ݯҰං ంй౨̱c̯එ྆Ꮞכcounterparty. In addition, the Group reviews the recoverable ࠓ፮eϊ̔c ඦඖɾ˿νΑಁඖcמamount of each individual trade debt at the end of the দҰրПൗ గಲؒνΑಁඖАˮӷਪɾಕࠤړreporting period to ensure that adequate impairment losses ᆢ are made for irrecoverable amounts. In this regard, the ᑋฌeగϊϤӰc̯ʔ̇໎ԑ໎ԑ ൘ࠓ፮ɰɣఝڌdirectors of the Company (the “Directors”) consider that the ผႏݯ̯එ྆ɾ Group’s credit risk is significantly reduced. ࠌГe
൘ࠓ፮ɾڌΔਟඑɻֻኪܘThe Group’s concentration of credit risk by geographical ̯එ྆ locations is mainly in Hong Kong. Δਂ˚߬ݯࠗಋe
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 124
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ጪɮԮᙩټ .FINANCIAL INSTRUMENTS (Cont’d) 5 .5
೪ᙩܧጪࠓ፮ဳଉ͌ᅟʥټ (ements (b) Financial risk management objectives and policies (Cont’d) (b
ࠓ፮ټLiquidity risk ݚ৽༅
The Group manages liquidity risk by maintaining adequate ̯එ྆༦ၐܛ˨ӷႺϷΦಁʥଊ ݚ൴˞ʥټdဟဳདಡʥྡྷଊټ bank deposits and cash, monitoring forecast and actual cash cᔄٲጪ༅ଐʥ߲ඦɾԷ౨ࣂංټflows and matching the maturity profiles of financial assets
ഽڃٲ၃ল৻ం eټand liabilities. ϊဳଉݚ৽༅
ࠓ፮e༗τټᙩဟဳݚ৽༅ܛThe liquidity risk is under continuous monitoring by ဳଉᄙ management. Reports with maturity dates of bank borrowings ႺϷࠥ൘Է౨ˀʥၤɾτᗐɾݚ৽༅
Notes to the Consolidated Financial Stat to the Consolidated Notes ұɾంйց౨ΉဳଉᄙೕˮԜᄗټ and thus the liquidity requirement are provided to management for review periodically. Management will contact ቇe̦߬ࣂcဳଉᄙੀᐲ֡ԞႺϷ the bankers for renewals of bank borrowings whenever ੀႺϷࠥ൘ᙩ౨e necessary.
Ծܘጪ߲ඦټߪ́ڈͶ̯එ྆ٲThe following tables detail the Group’s remaining contractual Ɏ maturity for its non-derivative financial liabilities based on the ցᑹಁૈಁɾɎԷ౨ੱؗeΈ එ྆˿߬ұ˟ಁɾξˀ̯ܘȽٲ agreed repayment terms. The tables have been drawn up ݚ൴ټጪ߲ඦɾ̰ൎଊଊټbased on the undiscounted cash flows of financial liabilities ౨࣓ኣ ټɾଊټСࢠʥ̯ܢ˳based on the earliest date on which the Group can be required ᇁႇcɻ to pay. The tables include both interest and principal cash ݚ൴e flows.
ጪɮԮټͶ̯එ྆ߪ́ٲMoreover, the following tables detail the Group’s liquidity ϊ̔cɎ ᔾਥๅ૱ܘȽٲʗeΈټanalysis for its derivative financial instruments. The tables have ɾݚ৽༅ been drawn up based on the undiscounted contractual net ့ɾߪ́ɮԮݚɃʥݚˮɾ̰ൎଊ ᇁႇeټcash inflows and outflows on derivative instruments that settle ૱ଊ on a net basis.
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 125
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat ጪɮԮᙩټ .FINANCIAL INSTRUMENTS (Cont’d) 5 .5
೪ᙩܧጪࠓ፮ဳଉ͌ᅟʥټ (b) Financial risk management objectives and policies (Cont’d) (b)
ࠓ፮ᙩټLiquidity risk (Cont’d) ݚ৽༅
ഽڃٲ၃ল৻ం
At 31st December, 2010 ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀכ Weighted average Total Total effective Within Within 2 Over undiscounted carrying interest rate 1 year to 5 years 5 years cash flows amount ټᚬ̡я ̰ൎଊଊ˱ Сଅ ȹαʑ ԭαϭʄα ʄα˞ɐ ݚ൴ᐢᔾ ሏࠍᐢࠤྡྷ
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 ements ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ
ጪ߲ඦټߪ́ڈ Non-derivative financial liabilities Borrowings ࠥ൘ Current – ݚ৽ֲሔ 0.70% 3,925,086 – – 3,925,086 3,727,552 – ݚ৽ֲሔ 1.14% – 15,259,313 – 15,259,313 14,982,958ڈ – Non-current – Creditors and accruals Ꮆ˟ሏඖʥᎶ߮ಁඖ – 719,241 – – 719,241 719,241 ሏඖמSecurities trading Ꮆ˟ᖬԴ͚ 73,197 73,197 – – 73,197 – ټᖬړand margin payable ʥ Amounts due to associates ˄߲ᐲᏪʔ̇ಁඖ 2.25% – 78,939 – 78,939 76,950 ٖٖઁڈAmount due to ˄߲ȹΊ a non-controlling shareholder ಁඖ – – 141,325 – 141,325 141,325 ߲ඦړFinancial guarantees liabilities ল৻ኪ Current – ݚ৽ֲሔ – 373,582 – – 373,582 290 – – ݚ৽ֲሔ – – 808,667 – 808,667ڈ – Non-current –
Total ᐢ߮ 5,091,106 16,288,244 – 21,379,350 19,721,513
At 31st December, 2009 ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀכ Weighted average Total Total effective Within Within 2 Over undiscounted carrying interest rate 1 year to 5 years 5 years cash flows amount ټᚬ̡я ̰ൎଊଊ˱ Сଅ ȹαʑ ԭαϭʄα ʄα˞ɐ ݚ൴ᐢᔾ ሏࠍᐢࠤྡྷ HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ
ጪ߲ඦټDerivative financial liabilities ߪ́ ጪɮԮ – 3,238 – – 3,238 3,238ټDerivative financial instruments ߪ́
ጪ߲ඦټߪ́ڈ Non-derivative financial liabilities Borrowings ࠥ൘ Current – ݚ৽ֲሔ 0.59% 3,733,773 – – 3,733,773 3,714,963 – ݚ৽ֲሔ 0.94% – 9,536,088 52,794 9,588,882 9,500,018ڈ – Non-current – Creditors and accruals Ꮆ˟ሏඖʥᎶ߮ಁඖ – 503,723 – – 503,723 503,723 ሏඖמSecurities trading Ꮆ˟ᖬԴ͚
ɀཌྷȹཌྷααం 65,162 65,162 – – 65,162 – ټᖬړand margin payable ʥ Amounts due to associates ˄߲ᐲᏪʔ̇ಁඖ 2.25% – 12,324 – 12,324 11,859 ಁඖٖٖઁڈAmounts due to non-controlling ˄߲ shareholders 2.25% – 85,965 – 85,965 80,098 ߲ඦړFinancial guarantees liabilities ল৻ኪ Current – ݚ৽ֲሔ – 907,389 – – 907,389 76 – ݚ৽ֲሔ – – 449,013 – 449,013 290ڈ – Non-current –
ജɁ
5,210,047 10,083,390 52,794 15,346,231 13,876,189
พඑ྆
Total ᐢ߮ 5,213,285 10,083,390 52,794 15,349,469 13,879,427 126
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ጪɮԮᙩټ .FINANCIAL INSTRUMENTS (Cont’d) 5 .5
ጪɮԮɾʔ̡ࠤټ (ements (c) Fair value of financial instruments (c
Ɏ˞ܘጪ߲ඦɾʔ̡ࠤټጪ༅ଐʥټ The fair value of financial assets and financial liabilities are determined as follows: ʿβᔤցi
ݠᙺכthe fair values of financial assets and financial liabilities • ԮௐᅟๅૈಁʥૈͧԎ • ټጪ༅ଐʥټwith standard terms and conditions and traded in active ݚ̟ൕሒɾ ഽ liquid markets are determined with reference to quoted ጪ߲ඦɾʔ̡ࠤȽʗПϣ̟ڃٲ၃ল৻ం market bid prices and ask prices respectively; ൕɃʥሒˮძ့߮h
• the fair values of derivative instruments are determined • ߪ́ɮԮɾʔ̡ࠤȽ࣓ኣᖬԴ
Notes to the Consolidated Financial Stat to the Consolidated Notes based on the quoted prices provided by the securities’ ɁొԜɾంძ့߮hʥ broker; and
ጪ߲ඦɾʔټጪ༅ଐʥټthe fair values of other financial assets and financial • ԯˢ • liabilities are determined in accordance with generally ̡ࠤȽ࣓ኣʔႏցძᅡβcԎ ݚ൴ʗcઔ͂Ѕټҗଊଊܘ accepted pricing models based on discounted cash flow ݚ൴ʥଊࣂ̟Αټanalysis using the estimated future cash flows and the ̰߮Ԟଊ current market rate of return. ంଅ့߮e
ত፣ɾٲ၃ল৻ంכThe Directors consider that the carrying amounts of financial ໎ԑผႏݯc ጪ߲ඦɾሏࠍࠤၤԯʔټጪ༅ଐʥټ assets and financial liabilities recorded in the consolidated financial statements approximate to their fair values. ̡ࠤޚߗe
ᆢႏɾʔ̡ࠤٲؗంر၃ল৻כ (d) Fair value measurements recognised in the (d) consolidated statement of financial position ߮൴
ʔ̡ࠤ߮൴ɾܘ܃ωᆢႏٱכݯٲThe following table provides an analysis of financial Ɏ ˿ጪɮԮɾʗcԎ࣓ኣʔ̡ࠤɾټ instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on ᜮྦೡ۹ʗݯȹϭɍज़i the degree to which the fair value is observable:
• Level 1: fair value measurements are those derived from • ȹज़iʔ̡ࠤ߮൴ϣ೩ ݠᙺ̟Յכquoted prices (unadjusted) in active markets for ɾ༅ଐֶ߲ඦ identical assets or liabilities; ɾంძ̰ሁኬh
Annual Report 2010 ȹज़כLevel 2: fair value measurements are those derived from • ɀज़iʔ̡ࠤ߮൴ • અͅძֶࣟංقinputs other than quoted prices included within Level 1 ɾంძ̔c that are observable for asset or liability, either directly અϣძࣟ˿ᜮྦɾ༅ଐ i.e. as prices) or indirectly (i.e. derived from prices); ֶ߲ඦֺؿᅕኣhʥ) and
• Level 3: fair value measurements are those derived from • ɍज़iʔ̡ࠤ߮൴ͅፏɃ ̟ڈܢ˳valuation techniques that include inputs for the asset ᅕɾЅࠤҌc ڈor liability that are not based on observable market data ᜮྦֺɾ༅ଐֶ߲ඦᅕኣ (unobservable inputs). ˿ᜮྦᅕኣe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 127
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat ጪɮԮᙩټ .FINANCIAL INSTRUMENTS (Cont’d) 5 .5
ᆢႏɾʔ̡ࠤٲؗంر၃ল৻כ (d) Fair value measurements recognised in the (d) consolidated statement of financial position (Cont’d) ߮൴ᙩ
ഽڃٲ၃ল৻ం
ʔܘʔ̡ࠤʗज़Թֺིʗܘᛷ͐ٲThe following table shows an analysis of financial instruments Ɏ ጪɮԮʗiټrecorded at fair value by the fair value hierarchy: ̡ࠤত፣ɾ
At 31st December, 2010 ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀכ Level 1 Level 2 Level 3 Total ೩ȹज़ ೩ɀज़ ೩ɍज़ ᐢࠤ HK$’000 HK$’000 HK$’000 HK$’000 ements ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ
ጪ༅ଐټ Financial assets Financial assets at fair value ༦ฌऩ˞ʦܮ ጪ༅ଐټthrough profit or loss ʔ̡ࠤɾ – Investments held-for-trading – ܛАൕሒҙ༅ 2,422,066 – – 2,422,066 ցݯ༦ฌऩܞ – Financial assets designated – as at fair value through ˞ʦܮʔ̡ࠤ ጪ༅ଐ 5,185,429 – – 5,185,429ټprofit or loss ɾ
ਕҙ༅ۿ Available-for-sale financial assets – Listed debt securities – ɐ̟ඦ৻ᖬԴ 38,976 – – 38,976 ɐ̟ඦ৻ᖬԴ 223,714 – – 223,714ڈ – Unlisted debt securities – ɐ̟ٖ̯ᖬԴڈ – Unlisted equity securities – ഽ – – 156,362 156,362ڃ (Note)
Total ᐢࠤ 7,870,185 – 156,362 8,026,547
At 31st December, 2009 ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀכ Level 1 Level 2 Level 3 Total ೩ȹज़ ೩ɀज़ ೩ɍज़ ᐢࠤ HK$’000 HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ
ጪ༅ଐټ Financial assets Financial assets at fair value ༦ฌऩ˞ʦܮ ጪ༅ଐټthrough profit or loss ʔ̡ࠤɾ – Investments held-for-trading – ܛАൕሒҙ༅ 643,954 – – 643,954 ցݯ༦ฌऩܞ – Financial assets designated – as at fair value through ˞ʦܮʔ̡ࠤ ጪ༅ଐ 728,238 – – 728,238ټprofit or loss ɾ
ਕҙ༅ۿ Available-for-sale financial assets Listed equity securities – ɐ̟ٖ̯ᖬԴ 1,312,297 – – 1,312,297 – – Listed debt securities – ɐ̟ඦ৻ᖬԴ 41,121 – – 41,121 ɐ̟ඦ৻ᖬԴ 213,824 – – 213,824ڈ – Unlisted debt securities – ɐ̟ٖ̯ᖬԴڈ – Unlisted equity securities – ഽ – – 204,375 204,375 ɀཌྷȹཌྷααంڃ (Note)
Total ᐢࠤ 2,939,434 – 204,375 3,143,809
ജɁ
พඑ྆ 128
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ጪɮԮᙩټ .FINANCIAL INSTRUMENTS (Cont’d) 5 .5
ᆢႏɾʔ̡ࠤٲؗంر၃ল৻כ (ements (d) Fair value measurements recognised in the (d consolidated statement of financial position (Cont’d) ߮൴ᙩ
At 31st December, 2009 ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀכ
Level 1 Level 2 Level 3 Total
ഽ ೩ȹज़ ೩ɀज़ ೩ɍज़ ᐢࠤڃٲ၃ল৻ం HK$’000 HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ
ጪ߲ඦټ Notes to the Consolidated Financial Stat to the Consolidated Notes Financial liabilities Financial liabilities at fair value ༦ฌऩ˞ʦܮʔ̡ࠤ ጪ߲ඦcʗᗘټthrough profit or loss ɾ Аൕሒ͂பܛclassified as held-for-trading ݯ ጪɮԮ – 3,238 – 3,238ټDerivative financial instruments – ߪ́ –
ɐ̟ٖ̯ڈਕҙ༅ɾۿഽi ʗᗘݯڃ Note: The fair value of unlisted equity investments classified as available-for-sale investments are measured using a ᖬԴҙ༅ɾʔ̡ࠤȽ˞ൎଊଊ ܢ˳ݚ൴ᅡβ߮൴cᅡβټ discounted cash flow model that includes some assumptions that are not supportable by observable market ߗɳԎಲ˿ᜮྦ̟ძֶࣟ ഽ31eڃɾஉੱӮܛprices or rates (see Note 31 for details) ଅʻ
There were no transfers amongst Level 1, Level 2 and Level 3 ʔ̡ࠤʗज़Թʑȹज़dɀज़ʥ in the fair value hierarchy. ɍज़ɾංԎಲᔝᅆe
ጪɮԮɾʔ̡ࠤټݠᙺ̟ൕሒɾכ The fair value of financial instruments traded in active markets is based on quoted market prices at the end of each reporting ЩΈంй౨ֺ̱ంɾ̟ძe࠱Щࣂʥ ਆddพמֺd͚מperiod. A market is regarded as active if quoted prices are ցࣂ༦͚ ৻ֶဟဳዀ࿚ᏵంרПdంძୂވ ,readily and regularly available from an exchange, dealer, broker industry group, pricing service, or regulatory agency, and those ძc˘೩ძࣟᙔྡྷʥց౨ܘʔ̡ ˿഼ݯ̟ڬcמprices represent actual and regularly occurring market ਥๅ൬Ϸɾ̟͚ ጪ༅ଐֺ͂ɾ̟ټܛtransactions on an arm’s length basis. The quoted market price ݠᙺe̯එֺ྆ ɾൕɃძeϊ೩ɮԮɰکused for financial assets held by the Group is the current bid ంძݯ͌ price. These instruments are included in Level 1. ߮Ƀȹज़e
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 129
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat ጪɮԮᙩټ .FINANCIAL INSTRUMENTS (Cont’d) 5 .5
ᆢႏɾʔ̡ࠤٲؗంر၃ল৻כ (d) Fair value measurements recognised in the (d) consolidated statement of financial position (Cont’d) ߮൴ᙩ
ഽڃٲ၃ল৻ం
αʑɾᛰ৽כThe movement during the year in the balances of Level 3 fair ɍज़ʔ̡ࠤ߮൴ value measurements is as follows: ΣɎi
HK$’000 ɝಋʏ
ements ਕٖ̯ᖬԴҙ༅iۿɐ̟ڈ Unlisted available-for-sale equity securities investment: ɀཌྷཌྷȾαȹ˂ȹˀ 235,684כ At 1st January, 2009 αʑԯˢͲࠍνऩᆢႏɾכ Net unrealised losses recognised in other comprehensive income during the year ̰ᛰଊᑋฌ૱ᔾ (31,309)
ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ 204,375כ At 31st December, 2009 αʑԯˢͲࠍνऩᆢႏɾכ Net unrealised losses recognised in other comprehensive income during the year ̰ᛰଊᑋฌ૱ᔾ (48,013)
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ 156,362כ At 31st December, 2010
All of the above gains and losses included in other ɐ߸ֺτ߮Ƀ̯α۹ԯˢͲࠍνऩɾ τɾಲܛంй౨̱כcomprehensive income for the current year relate to unquoted νऩʥᑋฌࣹʥ equity investments held at the end of the reporting period ంძٖ̯ҙ༅cԎͶంݯᖬԴҙ༅ and are reported as changes of “securities investments ௐɾᛰ৽e reserve”.
6. CAPITAL RISK MANAGEMENT 6. ༅̯ࠓ፮ဳଉ
৻רʥۂThe Group’s primary objectives when managing capital are to ̯එ྆༦࣓ኣࠓ፮ˋ̡ʀଐ ଉι̯ొԜጪ༅ɾܘړᎶցძcʥᆢޚ safeguard the abilities of the entities in the Group to continue as a එ྆ɾ̯ܛړgoing concern, so that it can continue to provide returns for ʿβဳଉ༅̯c˚߬͌ᅟݯ එ྆ॶݯ̯ړᙩᏪɾॶɈc˞ᆢܛshareholders of the Company and benefits for other stakeholders, ྡྷ ᙩొԜΑంcԎݯԯˢᚬऩܛby pricing products and services commensurately with the level of ̯ʔٖ̇ risk and by securing access to finance at a reasonable cost. ޚᗐ者ొԜСऩe
The Directors actively and regularly review and manage the Group’s ໎ԑผዶรԎցࣂᏎদʥဳଉ̯එ྆ɾ༅ ɀཌྷȹཌྷααం ʝඦܛؗʻرcapital structure to maximise the returns to shareholders through ̯ܼ࿚c༦˞ѧഁ༅̯ Ꮬૈͧೕ́ᛰ৽ࣂྦྷ༅̯ܼ࿚Аכthe optimisation of the debt afforded by a sound capital position, ৻ʥ ՅɣɾΑంe̯එ྆جand makes adjustments to the capital structure in light of changes ˮሁኬcݯٖ ɺᛰeܛړin economic conditions. The Group’s overall strategy remains ኬ೪ၤɀཌྷཌྷȾα
ജɁ unchanged from 2009.
พඑ྆ 130
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
6. CAPITAL RISK MANAGEMENT (Cont’d) 6. ༅̯ࠓ፮ဳଉᙩ
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹c̯כ ements During the year ended 31st December, 2010 the capital structure of the Group mainly consists of debts, which include borrowings එ྆ɾ༅̯ܼ࿚˚߬ͅඦ৻˳ܢႺϷɾࠥ ʥ̯ʔ˞ټfrom banks, time deposits, bank balances and cash, and equity ൘dց౨ΦಁdႺϷʥଊ attributable to owners of the Company, comprising issued share ̇ኟτɁɾᎶЌᚬऩୂιcʗП˳ܢɰೕ जึСe໎ԑผϣᄬٖړcapital, reserves and retained profits respectively. The Directors Ϸٖ̯dௐʥ ༅ܘ˞ᗐɾࠓ፮cޚconsider the cost of capital and the risks associated with each class ̯ɾι̯ʥΈᗘٖ̯ of capital to monitor its capital structure on the basis of a gearing ̯ၤ߲ඦˈଅဟဳԯ༅̯ܼ࿚e̯එ྆ɾ
ഽڃٲ၃ল৻ం ඦܘ50%cכratio. The Group has a target gearing ratio not higher than 50%, ༅̯ၤ߲ඦˈଅɾ͌ᅟɺঢ় ٲdetermined as the proportion of net debt to equity. This ratio is ৻૱ᔾၤٖ̯ᚬऩɾˈԝᔤցeˈଅ expressed by as a percentage of net borrowings over the total equity. ߸ݯࠥ൘૱ᔾၤٖ̯ᚬऩᐢᔾɾϛʗˈe ؗంرࠥ൘ᐢᔾΣ၃ল৻ܘNet borrowings is calculated as total borrowings (as shown in the ࠥ൘૱ᔾȽ
Notes to the Consolidated Financial Stat to the Consolidated Notes ೩ࠤඖ့͌߮eټʥଊټֺ͐ಕଊٲ consolidated statement of financial position) less cash and cash equivalents.
ɀཌྷȹཌྷαʥɀཌྷཌྷȾαɊɀ˂ɍɊȹכ The gearing ratios as at 31st December, 2010 and 2009 were as follows: ˀɾ༅̯ၤ߲ඦˈଅΣɎi
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ (Restated) ࠇͶ
Borrowings – due within one year (i) ࠥ൘ – ȹαʑԷ౨(i) 3,727,552 3,714,963 Borrowings – due after one year (i) ࠥ൘ – ȹα܃Է౨(i) 14,982,958 9,500,018
Total Debt (i) ඦ৻ᐢᔾ(i) 18,710,510 13,214,981 (೩ࠤඖ͌(ii) (10,876,388) (6,317,351ټʥଊټCash and cash equivalents (ii) ଊ
Net debt ඦ৻૱ᔾ 7,834,122 6,897,630
Net debt ඦ৻૱ᔾ 7,834,122 6,897,630 Listed equity securities investments ɐ̟ٖ̯ᖬԴҙ༅ (iii) (7,607,495) (2,681,251)ۂand treasury products (iii) ʥল༅ଐ
Net debts ඦ৻૱ᔾ ɐ̟ٖ̯ᖬԴכnet debt less listed equity securities ඦ৻૱ᔾঢ়) 4,216,379 226,627 ۂinvestments and treasury products) ҙ༅ʥল༅ଐ
Total equity (iv) ٖ̯ᚬऩᐢᔾ(iv) 34,210,851 44,312,314
Annual Report 2010 Net debt to equity ratio (excluding ඦ৻૱ᔾၤٖ̯ᚬऩˈଅ ɐ̟ٖ̯ᖬԴҙ༅ܢ˳listed equity securities investments ɺ %15.6 %22.9 ۂand treasury products) ʥল༅ଐ
Net debt to equity ratio (including ඦ৻૱ᔾၤٖ̯ᚬऩˈଅ ɐ̟ٖ̯ᖬԴҙ༅ܢ˳ listed equity securities investments %9.5 %0.7 ۂand treasury products) ʥল༅ଐ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 131
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 6. CAPITAL RISK MANAGEMENT (Cont’d) 6. ༅̯ࠓ፮ဳଉᙩ
ഽ42߸hڃכi) Borrowings are detailed in Note 42; (i) ࠥ൘)
ഽڃٲ೩ࠤඖ͌˳ ၃ল৻ంټʥଊټంй౨̱ɾଊכ (ii) Cash and cash equivalents comprise pledged deposits, time (ii) Φಁdց౨ΦಁdႺϷʥאܢ deposits, bank balances and cash at the end of the reporting hټperiod; ଊ
ഽڃכۂiii) Listed equity securities investments and treasury products are (iii) ɐ̟ٖ̯ᖬԴҙ༅ʥল༅ଐ) as detailed in Notes 31, 36 , 37 & 40; 31d36d37ʥ40߸h
ements ֺτܢ˳ంй౨̱ɾٖ̯ᚬऩᐢᔾכ (iv) Total equity includes all shares capital, reserves and non- (iv) ᚬऩeٖٖઁڈcontrolling interests at the end of the reporting period. ٖ̯dௐʥ
˚The increase in net debt to equity ratio was mainly due to the ૱ඦ৻ၤٖ̯ᚬऩؿˈଅɾֺ˞ɐʠc พؿʔ̡ࠤᑋذࠥ൘ᄈ˱டҙ༅כincrease of borrowings together with a decrease in equity as a result ߬ͅ of fair value loss on investment properties. ฌኒߎٖ̯ᚬऩɎࠌe
ᙔʔڃIn relation to brokerage business, Fair Eagle Finance Credit Limited, గพ৻ϤӰc̯ʔ̇ɍࡼͲ༅ ጪτࠉʔ̇dʨೕ౨ஒτࠉʔ̇ټFair Eagle Futures Company Limited and Fair Eagle Securities ̇ʨೕ Company Limited, three wholly owned subsidiaries of the Company, ʥʨೕᖬԴτࠉʔ̇ܘᖬԴʥ౨ஒԑ৻ ೩ɾᖬԴʥ౨֤כare required to maintain financial resources in accordance with the ဟྦկࡗผֺཕ̠ሬ͂ ল৻༅eܛړᔾ߬ұϤټspecified amount requirements that apply to them under the ஒૈԝऋց Securities and Futures Ordinance imposed by Securities and Futures ߬ұҰˀʑᏎদԎҰ˂ΉᖬԴʥ౨ α۹ɰ̯כCommission. The requirements are internally reviewed on a daily ஒԑ৻ဟྦկࡗผႮ͚ంйe basis and reports are required to submit to Securities and Futures ੪ᅕፓΨe Commission monthly. Full compliance is observed during the year.
ᙔʔڃSave as disclosed, neither the Company nor any of its subsidiaries ɐʼׄᚉ者̔c̯ʔֶ̇ԯͨЄ are subject to externally imposed capital requirements. ̇ԎɺՇ̔Ԟٖ̯ɾࠉԹe
7. REVENUE 7. νɃ
Revenue represents the aggregate of amounts received and νɃܞɰνʥᎶνɾˮਕܛАൕሒɾҙ༅ พɾνऩþᑋฌdذАˮਕܛreceivable from the gains/losses from sales of investments held- νɃdˮਕ ৻ɾ͚רdټνɃdЏټพैذ ,for-trading, sales of properties held-for-sale, property rental income ͂d൘ಁጪ༅СࢠνɃ˞ʥκঽஒמ ,commission from brokerage, settlement charges from brokerage ሻਕɾᐢᔾeۂɾʝї܃ interest income from loan financing and cosmetic goods sold less returns.
ɀཌྷȹཌྷααం
ᔾਥๅеంˮ૱ܘα۹ͶɃνɃʑ̯כ -During the year, the losses from the sales of investments held-for Аൕሒҙ༅ᑋฌݯ148,500,000ಋʏܛtrading in “Revenue” on a net basis are HK$148.5 million (year ਕɾ ended 31st December, 2009: HK$115.5 million). ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹i
ജɁ 115,500,000ಋʏe
พඑ྆ 132
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ 8. OPERATING SEGMENTS 8. Ꮺʗᗘ
Аˮ೪כements The Group determines its operating segments based on the reports ̯එ࣓྆ኣ˚߬Ꮺ༜Һ೪者͂ reviewed by the chief operating decision-makers that are used to ҺցࣂᄗቇɾంйᔤցᏪ༜ʗᗘe make strategic decisions.
พೕࢄʥذThe Group has seven reportable segments - property development ̯එ྆ኟτȼඖ˿еంʗᗘi พै༉dذཌྷਕڈพै༉dذand trading, property leasing for retail, property leasing for non- ൕሒdཌྷਕ Аൕሒҙ༅ʥܛਕҙ༅dɐ̟ۿretail, listed available-for-sale equity investments, listed held-for- ɐ̟ٖ̯
ഽڃٲ၃ল৻ం ɐ̟ҙڈdࣺࢠʥցࢠኣʥۂtrading investments and treasury products, floating rate and fixed ল༅ଐ ৻eɐ߸ʗᗘʿβרrate notes and unlisted investments, investment holding and ༅dҙ༅ઁٖʥ ဳଉᄙ͂˞АˮҺ೪ɾ̯එ྆Ꮺ༜כbrokerage. The segmentations are based on the information about Ƚਥ the operation of the Group that management uses to make decisions. ༅ࢿe
Notes to the Consolidated Financial Stat to the Consolidated Notes
Principal activities are as follows: ˚߬พ৻ݠ৽ΣɎt
พೕࢄʥൕሒذ พೕࢄʥൕሒ Ðذ Property development – Property development พሻਕذ and trading and sales of trading properties พै༉ذ Property leasing พै༉ذRetail – Property leasing from Ðཌྷਕ Ð ԞϬཌྷਕ – retail properties พذཌྷਕڈཌྷਕ Ð ԞϬڈNon-retail – Property leasing from Ð – non-retail properties ै༉ Listed securities ɐ̟ᖬԴ ਕҙ༅ɾۿכ ਕҙ༅ ÐۿAvailable-for-sale equity – Listed equity securities in Ðٖ̯ – investments available-for-sale ɐ̟ٖ̯ᖬԴ investments ҙ༅ Аൕሒɾܛכ Аൕሒҙ༅ ÐܛHeld-for-trading investments – Listed securities Ð – ɐ̟ᖬԴҙ༅d ۂand treasury products investments in ʥল༅ଐ מinvestments ͚̔ ۂheld-for-trading, ʥ࿚ֲଐ over-the-counter trading and structured products ਕҙ༅ɾۿכ Floating rate and fixed rate notes – Listed and unlisted floating ࣺࢠʥցࢠኣ Ð ɐ̟ڈrate notes and fixed rate ɐ̟ʥ
Annual Report 2010 notes in available-for-sale ࣺࢠʥցࢠኣ investments ɐ̟ᖬԴҙ༅dڈ ɐ̟ҙ༅d Ðڈ Unlisted investments, – Unlisted securities ৻רinvestment holding investments, trading ҙ༅ઁٖ ൕሒʥ ৻רand brokerage and brokerage ʥ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 133
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 8. OPERATING SEGMENTS (Cont’d) 8. Ꮺʗᗘᙩ
ɾ܃ᚬऩٖઁڈThe Group evaluates performance on the basis of profit or loss from ̯එ྆˞˾ೢඖʻʥ ඖ͌ݯټଊڈ߬˚ܢ˳operations after tax expense and non-controlling interests but not ึСֶᑋฌЎɺ
ഽڃٲඖ͌ݯҙ ၃ল৻ంټଊڈଊe˚߬ٲincluding the major non-cash items. The major non-cash items are ਥๅിЅᏪ ᗐɾႮ֝ೢޚพɾʔ̡ࠤᛰ৽டԯذfair value changes on investments properties together with their ༅ ؿ͌ܧʗᗘංɾνɃ˚߬ݯగϷכrespective deferred tax. No intersegment revenue is accounted for ඖeͅ νɃcΐϊԎಲੀʗᗘංɾνɃɃټas the intersegment revenue is mainly the rental income for ɾै administrative purpose. ሏe
The Group’s measurement methods used to determine reported ̯එ྆͂АᔤցɰеంʗᗘึСֶᑋฌɾ
ements segment profit or loss remain unchanged from 2009. ߮൴ʿβϬɀཌྷཌྷȾαၐܛɺᛰe
The Group’s reportable segments are strategic business units that ̯එ྆˿еంʗᗘݯ೪พ৻௰ʏc˞Ꮺ כoperate different activities. They are managed separately because ༜ɺݠ৽e֤೩ՇПဳଉcϊȽͅ each business units has different market and requires different Έพ৻௰ʏኟτɺ̟c˘߬ұɺ̟ marketing strategies. ೪e
ɺਝࡼՇПᏪ༜כFurther, the business units are also managed to operate in different ϊ̔cพ৻௰ʏ͛ พֺΕذ˞countries separately. Revenue and result are attributed to countries ဳଉeΈਝᎶЌνɃʥพᐜȽ on the basis of the properties located. Δݯਥๅe
එ྆ɾνɃʥพᐜcԎಲ˚۪߬ʸe̯כ .No major customer is for the Group’s revenue and result
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 134
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
8. OPERATING SEGMENTS (Cont’d) 8. Ꮺʗᗘᙩ ements Operating segment information is presented below: ˞ɎеంᏪʗᗘ༅ࢿi
ٲConsolidated Statement of Comprehensive Income ၃Ͳࠍνऩం For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Property leasing Listed securities พै༉ ɐ̟ᖬԴذ Held-for- Unlisted Available- trading Floating investments,
ഽڃٲ၃ল৻ం Property for-sale investments rate investment development equity and treasury and fixed holding and All other and trading Retail Non-retail investments products rate notes brokerage segments Consolidated ɐ̟ҙ༅dڈ Аൕሒܛ พೕࢄ ٖ̯ ҙ༅ʥ ࣺࢠʥ ҙ༅ઁٖʥ ֺτذ ৻ ԯˢʗᗘ ၃רցࢠኣ ۂਕҙ༅ ল༅ଐۿ ཌྷਕڈ ʥൕሒ ཌྷਕ
Notes to the Consolidated Financial Stat to the Consolidated Notes HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ
ඖ͌ټMajor cash items excluding νɃ˞̔ɾ˚߬ଊ in revenue - Hong Kong - ࠗಋ ––––4,313,612–––4,313,612 - other countries - ԯˢਝࡼ – – – – 3,596,584 – – – 3,596,584
––––7,910,196–––7,910,196
Revenue νɃ Revenue from external customers ԞϬ̔ං۪ʸɾνɃ - Hong Kong - ࠗಋ 608,305 719,223 327,699 – (212,517) – 17,944 16,618 1,477,272 - PRC - ɻਝ 1,050,392 41,969 37,369 –––––1,129,730 - other countries - ԯˢਝࡼ ––––64,010–––64,010
1,658,697 761,192 365,068 – (148,507) – 17,944 16,618 2,671,012
ɾ܃ᚬऩٖઁڈRevenue from external customers ԞϬκ after non-controlling interests ̔ං۪ʸνɃ 1,629,033 759,896 362,918 – (148,507) – 17,944 16,618 2,637,902 พሻਕذAttributable property sales from ᎶЌᐲᏪʔ̇ associates - Hong Kong - ࠗಋ 25,728–––––––25,728 νɃټAttributable rental revenue from ᎶЌᐲᏪʔ̇ै associates - Hong Kong - ࠗಋ –3,24422,273–––––25,517 - PRC - ɻਝ – 71,286 49,614–––––120,900
1,654,761 834,426 434,805 – (148,507) – 17,944 16,618 2,810,047
Result พᐜ Segment result ʗᗘพᐜ - Hong Kong - ࠗಋ 207,290 680,795 315,867 138,122 (249,772) 7,411 106,538 36,727 1,242,978
Annual Report 2010 - PRC - ɻਝ 211,568 36,298 32,638–––4,046–284,550 - other countries - ԯˢਝࡼ ––––727,849–––727,849
418,858 717,093 348,505 138,122 478,077 7,411 110,584 36,727 2,255,377
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 135
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 8. OPERATING SEGMENTS (Cont’d) 8. Ꮺʗᗘᙩ
ᙩٲConsolidated Statement of Comprehensive Income (Cont’d) ၃Ͳࠍνऩం For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ഽڃٲ၃ল৻ం Property leasing Listed securities พै༉ ɐ̟ᖬԴذ Held-for- Unlisted Available- trading Floating investments, Property for-sale investments rate investment development equity and treasury and fixed holding and All other and trading Retail Non-retail investments products rate notes brokerage segments Consolidated ɐ̟ҙ༅dڈ Аൕሒܛ พೕࢄ ٖ̯ ҙ༅ʥ ࣺࢠʥ ҙ༅ઁٖʥ ֺτذ
৻ ԯˢʗᗘ ၃ ementsרցࢠኣ ۂਕҙ༅ ল༅ଐۿ ཌྷਕڈ ʥൕሒ ཌྷਕ HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ
Other income, net ԯˢνɃ૱ᔾ 503–––––100–603 Share of results of associates ᚫЌᐲᏪʔ̇พᐜ พሻਕ૱ᔾذattributable property sales, net - ᎶЌ - - Hong Kong - ࠗಋ 12,536–––––––12,536 νɃᐢᔾټattributable gross rental income - ᎶЌै - - Hong Kong - ࠗಋ –3,24422,273–––––25,517 - PRC - ɻਝ – 71,286 49,614–––––120,900 - attributable operating cost - ᎶЌᏪι̯ - Hong Kong - ࠗಋ – (1,614) (6,575) –––––(8,189) - PRC - ɻਝ – (40,255) (14,097) ––––(59,809)(114,161) - others - ԯˢ ––––––1,665(27,310)(25,645) (ᚬऩÐɰʗᚫ (22,501)––––(3,235)––(25,736ٖઁڈ Non-controlling interests - allocated Finance income on listed securities ɐ̟ᖬԴҙ༅ ɾল৻ۂinvestments and treasury products, net ʥল༅ଐ νɃ૱ᔾ – – – – 58,595 – – – 58,595
409,396 749,754 399,720 138,122 536,672 4,176 112,349 (50,392) 2,299,797
(พɾᑋฌ ––(4)–––––(4ذLoss on disposal of investment property ˮਕҙ༅ Other gains and losses, net ԯˢνऩʥᑋฌ૱ᔾ ᙔʔ̇ɾڃgain on bargain purchase of - ȹං - a subsidiary ᘪძνᑪνऩ – 13,000 ––––––13,000 - fair value loss on step acquisition of - үνᑪȹං ᙔʔ̇ɾڃ a subsidiary ʔ̡ࠤᑋฌ –(7,253)––––––(7,253) ᙔڃgain on disposals of subsidiaries - ˮਕΛං - ʔ̇ɾνऩ –13,477––––––13,477
409,396 768,978 399,716 138,122 536,672 4,176 112,349 (50,392) 2,319,017
Unallocated items ̰ʗᚫඖ͌ Unallocated other gains ̰ʗᚫɾԯˢνऩ and losses, net ʥᑋฌ૱ᔾ 643 Unallocated corporate expenses, net ̰ʗᚫɾʔ̇ ʻˮ૱ᔾ (147,789) Unallocated finance costs ̰ʗᚫɾল৻͂ (127,081) (Income tax expense ֺೢʻ (151,682 (ᚬऩ (2,374ٖઁڈUnallocated non-controlling interests ̰ʗᚫɾ
ɀཌྷȹཌྷααం Core profit (excluding major ࣏ʶึС࿁˚߬ ඖ͌ 1,890,734ټଊڈ (non-cash items ඖ͌ټଊڈMajor non-cash items ˚߬ พɾʔ̡ࠤذfair value changes on investment - ҙ༅ - properties ᛰ৽(˳ܢᚫЌ (including share of results of ᐲᏪʔ̇พᐜ
ജɁ (ᚬऩٖઁڈassociates and non-controlling ʥ interests) (10,780,059) deferred tax credit - Ⴎ֝ೢඖᅆΑ 31,080 พඑ྆ -
Loss for the year attributable to ̯ʔ̇ኟτɁᎶЌ (owners of the Company ̯α۹ᑋฌ (8,858,245 136
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
8. OPERATING SEGMENTS (Cont’d) 8. Ꮺʗᗘᙩ
ٲؗంرements Consolidated Statement of Financial Position ၃ল৻ ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀכ At 31st December, 2010
Property leasing Listed securities พै༉ ɐ̟ᖬԴذ Held-for- Unlisted Available- trading Floating investments, Property for-sale investments rate investment
ഽ development equity and treasury and fixed holding and All otherڃٲ၃ল৻ం and trading Retail Non-retail investments products rate notes brokerage segments Consolidated ɐ̟ҙ༅dڈ Аൕሒܛ พೕࢄ ٖ̯ ҙ༅ʥ ࣺࢠʥ ҙ༅ઁٖʥ ֺτذ ৻ ԯˢʗᗘ ၃רցࢠኣ ۂਕҙ༅ ল༅ଐۿ ཌྷਕڈ ʥൕሒ ཌྷਕ HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Notes to the Consolidated Financial Stat to the Consolidated Notes ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ
Assets ༅ଐ Segment assets ʗᗘ༅ଐ - Hong Kong - ࠗಋ 1,369,555 22,983,282 9,916,972 – 2,152,065 280,456 453,300 269,357 37,424,987 4,9609,179,638––––334,947 1,032,898 7,806,833 پPRC and Macau - ɻਝʥዌ - - other countries - ԯˢਝࡼ – – 5,502 – 5,664,159–––5,669,661 Interests in associates ᐲᏪʔ̇ᚬऩ - Hong Kong - ࠗಋ 93,861 63 696,170–––1862,176792,456 - PRC - ɻਝ 73,421171,7106,469–––––251,600 Advances to associates ྌ˟ᐲᏪʔ̇ಁඖ - Hong Kong - ࠗಋ 1,678–22,941–––21,40526,026 - PRC - ɻਝ 954,231 79,181 504,249–––––1,537,661
Reportable segment assets ˿еంʗᗘ༅ଐ 10,299,579 24,267,134 11,487,250 – 7,816,224 280,456 453,488 277,898 54,882,029
Unallocated corporate assets ̰ʗᚫɾʔ̇༅ଐ 174,331
Consolidated total assets ၃ᐢ༅ଐ 55,056,360
Liabilities ߲ඦ Segment liabilities ʗᗘ߲ඦ - Hong Kong - ࠗಋ 102,090 554,381 132,584 – 2,682,141 150 74,480 20,738 3,566,564 1490,918––––13,129 18,494 459,294 پPRC and Macau - ɻਝʥዌ - - other countries - ԯˢਝࡼ ––13–––––13
Reportable segment liabilities ˿еంʗᗘ߲ඦ 561,384 572,875 145,726 – 2,682,141 150 74,480 20,739 4,057,495
Unallocated corporate liabilities ̰ʗᚫɾʔ߲̇ඦ 16,788,014
Consolidated total liabilities ၃ᐢ߲ඦ 20,845,509
ݚ৽༅ଐڈAdditions to non-current assets ສϭ ጪɮԮʥႮ֝ೢඖټ other than financial)
Annual Report 2010 instruments and deferred ༅ଐ̔ tax assets) 612,701 486,334 673,666 ––––173
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 137
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 8. OPERATING SEGMENTS (Cont’d) 8. Ꮺʗᗘᙩ
Other Material Items ԯˢࠇɣඖ͌ For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ഽڃٲ၃ল৻ం
Consolidated Reportable Adjustments Adjustments statement of segments for for major comprehensive total unallocated non-cash items income total ၃Ͳࠍ ټଊڈеం ̰ʗᚫ ˚߬˿
ᐢᔾ ementsٲʗᗘᐢᔾ ɾሁኬ ඖ͌ɾሁኬ νऩం HK$’000 HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ
Interest income СࢠνɃ 475,515 – – 475,515 Finance income (costs) ল৻νɃ͂ 58,595 (127,081) – (68,486) Net income (expenses) νɃʻˮ૱ᔾ 534,110 (127,081) – 407,029
Depreciation җᓿ – (20,049) – (20,049) พɾʔ̡ࠤᛰ৽ذFair value changes ҙ༅ on investment properties – – (10,831,293) (10,831,293) Share of results of associates ᚫЌᐲᏪʔ̇พᐜ 10,958 – 45,622 56,580 (Income tax (expense) credit ֺೢʻᅆΑ – (151,682) 31,080 (120,602 (ᚬऩ (25,736) (2,374) 5,612 (22,498ٖઁڈ Non-controlling interests
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 138
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
8. OPERATING SEGMENTS (Cont’d) 8. Ꮺʗᗘᙩ
ٲements Consolidated Statement of Comprehensive Income ၃Ͳࠍνऩం For the year ended 31st December, 2009 (Restated) ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹ࠇͶ
Property leasing Listed securities พै༉ ɐ̟ᖬԴذ Held-for- Unlisted Available- trading Floating investments, Property for-sale investments rate investment
ഽ development equity and treasury and fixed holding and All otherڃٲ၃ল৻ం and trading Retail Non-retail investments products rate notes brokerage segments Consolidated ɐ̟ҙ༅dڈ Аൕሒܛ พೕࢄ ٖ̯ ҙ༅ʥ ࣺࢠʥ ҙ༅ઁٖʥ ֺτذ ৻ ԯˢʗᗘ ၃רցࢠኣ ۂਕҙ༅ ল༅ଐۿ ཌྷਕڈ ʥൕሒ ཌྷਕ HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Notes to the Consolidated Financial Stat to the Consolidated Notes ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ
ඖ͌ټMajor cash items excluding νɃ˞̔ɾ˚߬ଊ in revenue - Hong Kong - ࠗಋ – – – – 3,760,743 – – – 3,760,743 - other countries - ԯˢਝࡼ – – – – 3,434,378 – – – 3,434,378
- – – – 7,195,121 – – – 7,195,121
Revenue νɃ Revenue from external customers ԞϬ̔ං۪ʸɾνɃ - Hong Kong - ࠗಋ 1,217,701 604,583 329,523 – (72,513) – 18,865 17,245 2,115,404 - PRC - ɻਝ – 41,313 37,637 –––––78,950 - other countries - ԯˢਝࡼ – – – – (43,035) – – – (43,035)
1,217,701 645,896 367,160 – (115,548) – 18,865 17,245 2,151,319
ɾ܃ᚬऩٖઁڈRevenue from external customers ԞϬκ after non-controlling interests ̔ං۪ʸνɃ 1,213,856 644,812 365,194 – (115,548) – 18,865 17,245 2,144,424 พሻਕذAttributable property sales from ᎶЌᐲᏪʔ̇ associates - Hong Kong - ࠗಋ 17,431 –––––––17,431 νɃټAttributable rental revenue from ᎶЌᐲᏪʔ̇ै associates - Hong Kong - ࠗಋ – 1,153 22,674 –––––23,827 - PRC - ɻਝ – 54,261 4,245 –––––58,506
1,231,287 700,226 392,113 – (115,548) – 18,865 17,245 2,244,188
Result พᐜ Segment result ʗᗘพᐜ - Hong Kong - ࠗಋ 77,976 574,817 313,294 3,722 193,566 11,366 114,039 37,410 1,326,190 - PRC - ɻਝ – 32,095 32,888 – – – 4,982 – 69,965 - other countries - ԯˢਝࡼ – – – – 320,980 – – – 320,980
Annual Report 2010
77,976 606,912 346,182 3,722 514,546 11,366 119,021 37,410 1,717,135
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 139
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 8. OPERATING SEGMENTS (Cont’d) 8. Ꮺʗᗘᙩ
ᙩٲConsolidated Statement of Comprehensive Income (Cont’d) ၃Ͳࠍνऩం For the year ended 31st December, 2009 (Restated) ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹ࠇͶ
ഽڃٲ၃ল৻ం
Property leasing Listed securities พै༉ ɐ̟ᖬԴذ Held-for- Unlisted Available- trading Floating investments, Property for-sale investments rate investment development equity and treasury and fixed holding and All other and trading Retail Non-retail investments products rate notes brokerage segments Consolidated ɐ̟ҙ༅dڈ Аൕሒܛ
พೕࢄ ٖ̯ ҙ༅ʥ ࣺࢠʥ ҙ༅ઁٖʥ ֺτ ementsذ ৻ ԯˢʗᗘ ၃רցࢠኣ ۂਕҙ༅ ল༅ଐۿ ཌྷਕڈ ʥൕሒ ཌྷਕ HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ
Other income, net ԯˢνɃ૱ᔾ 16,060 –––––––16,060 Share of results of associates ᚫЌᐲᏪʔ̇พᐜ พሻਕذattributable property sales, net – ᎶЌ – – Hong Kong – ࠗಋ 7,599 –––––––7,599 νɃᐢᔾټattributable gross rental income – ᎶЌै – – Hong Kong – ࠗಋ – 1,153 22,674 –––––23,827 – PRC – ɻਝ – 54,261 4,245 –––––58,506 – attributable operating cost – ᎶЌᏪι̯ – Hong Kong – ࠗಋ – (635) (6,692) –––––(7,327) – PRC – ɻਝ – (32,757) (2,563) ––––(46,711)(82,031) – others – ԯˢ ––––––162(9,251)(9,089) (ᚬऩÐɰʗᚫ (2,009) ––––(5,565)––(7,574ٖઁڈ Non-controlling interests – allocated ۂFinance cost on listed securities ɐ̟ᖬԴҙ༅ʥল༅ଐ investments and treasury ɾল৻͂૱ᔾ products, net – – – – (13,671) – – – (13,671)
99,626 628,934 363,846 3,722 500,875 5,801 119,183 (18,552) 1,703,435
พɾᑋฌذLoss on disposals of ˮਕҙ༅ investment property – – (610) –––––(610) Other gains and losses, net ԯˢνऩʥᑋฌ૱ᔾ – impairment loss recognised – గྌ˟ȹංᐲᏪʔ̇ LQUHVSHFWRIDGYDQFH ಁඖᆢႏɾಕࠤᑋฌ WRDQDVVRFLDWH –(488)––––––(488) ᙔʔ̇ڃgain on disposals of – ˮਕΛං – VXEVLGLDULHV ɾνऩ – – 48,951 – 3,998 – – 102 53,051
99,626 628,446 412,187 3,722 504,873 5,801 119,183 (18,450) 1,755,388
Unallocated items ̰ʗᚫඖ͌ Unallocated other gains ̰ʗᚫɾԯˢνऩ and losses, net ʥᑋฌ૱ᔾ 35,124 Unallocated corporate expenses, net ̰ʗᚫɾʔ̇ʻˮ૱ᔾ (201,335) Unallocated finance costs ̰ʗᚫɾল৻͂ (91,814) (Income tax expense ֺೢʻ (70,633 (ᚬऩ (9,406ٖઁڈUnallocated non-controlling interests ̰ʗᚫɾ
Core profit (excluding major ࣏ʶึС࿁˚߬
ɀཌྷȹཌྷααం ඖ͌ 1,417,324ټଊڈ (non-cash items ඖ͌ټଊڈMajor non-cash items ˚߬ พɾʔ̡ࠤᛰ৽ذfair value changes on investment - ҙ༅ - properties(including share of (˳ܢᚫЌᐲᏪʔ̇ (ᚬऩٖઁڈresults of associates and พᐜʥ non-controlling interests) 8,710,559 deferred tax expenses - Ⴎ֝ೢඖʻ (104,460) ജɁ -
Profit for the year attributable to ̯ʔ̇ኟτɁᎶЌ
พඑ྆ owners of the Company ̯α۹ึС 10,023,423 140
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
8. OPERATING SEGMENTS (Cont’d) 8. Ꮺʗᗘᙩ
ٲؗంرements Consolidated Statement of Financial Position ၃ল৻ ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀࠇͶכ (At 31st December, 2009 (Restated
Property leasing Listed securities พै༉ ɐ̟ᖬԴذ Held-for- Unlisted Available- trading Floating investments, Property for-sale investments rate investment
ഽ development equity and treasury and fixed holding and All otherڃٲ၃ল৻ం and trading Retail Non-retail investments products rate notes brokerage segments Consolidated ɐ̟ҙ༅dڈ Аൕሒܛ พೕࢄ ٖ̯ ҙ༅ʥ ࣺࢠʥ ҙ༅ઁٖʥ ֺτذ ৻ ԯˢʗᗘ ၃רցࢠኣ ۂਕҙ༅ ল༅ଐۿ ཌྷਕڈ ʥൕሒ ཌྷਕ HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Notes to the Consolidated Financial Stat to the Consolidated Notes ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ
Assets ༅ଐ Segment assets ʗᗘ༅ଐ - Hong Kong - ࠗಋ 1,294,396 29,744,249 12,513,919 1,313,098 646,284 267,009 535,814 114,055 46,428,824 8,854,540––––– 855,537 703,550 7,295,453 پPRC and Macau - ɻਝʥዌ - - other countries - ԯˢਝࡼ – – 6,540 – 1,089,568 – – – 1,096,108 Interests in associates ᐲᏪʔ̇ᚬऩ - Hong Kong - ࠗಋ 116,591 15,220 702,116 ––––260834,187 - PRC - ɻਝ 26,964 148,542 15,192 –––––190,698 Advances to associates ྌ˟ᐲᏪʔ̇ಁඖ - Hong Kong - ࠗಋ 1,079,136 23,587 37,718 ––––5,6551,146,096 - PRC - ɻਝ 699,290 77,780 7,955 –––––785,025
Reportable segment assets ˿еంʗᗘ༅ଐ 10,511,830 30,712,928 14,138,977 1,313,098 1,735,852 267,009 535,814 119,970 59,335,478
Unallocated corporate assets ̰ʗᚫɾʔ̇༅ଐ 23,887
Consolidated total assets ၃ᐢ༅ଐ 59,359,365
Liabilities ߲ඦ Segment liabilities ʗᗘ߲ඦ - Hong Kong - ࠗಋ 114,374 347,954 159,264 6 1,237,290 466 68,008 17,962 1,945,324 537,095––––– 13,538 16,690 506,867 پPRC and Macau - ɻਝʥዌ - - other countries - ԯˢਝࡼ ––19–16–––35
Reportable segment liabilities ˿еంʗᗘ߲ඦ 621,241 364,644 172,821 6 1,237,306 466 68,008 17,962 2,482,454
Unallocated corporate liabilities ̰ʗᚫɾʔ߲̇ඦ 12,564,597
Consolidated total liabilities ၃ᐢ߲ඦ 15,047,051
ݚ৽༅ଐڈAdditions to non-current assets ສϭ ጪɮԮʥႮ֝ټ other than financial)
Annual Report 2010 instruments and deferred ೢඖ༅ଐ̔ tax assets) 293,542 769,920 236,952 ––––648
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 141
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 8. OPERATING SEGMENTS (Cont’d) 8. Ꮺʗᗘᙩ
Other Material Items ԯˢࠇɣඖ͌ For the year ended 31st December, 2009 (Restated) ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀα˅α۹ࠇͶ
ഽڃٲ၃ল৻ం
Consolidated Reportable Adjustments Adjustments statement of segments for for major comprehensive total unallocated non-cash items income total ၃Ͳࠍ ټଊڈеం ̰ʗᚫ ˚߬˿ ᐢᔾٲʗᗘᐢᔾ ɾሁኬ ඖ͌ɾሁኬ νऩం
ements HK$’000 HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ
Interest income СࢠνɃ 184,304 – – 184,304 Finance cost ল৻͂ (13,671) (91,814) – (105,485) Net interest income (expenses) СࢠνɃʻˮ૱ᔾ 170,633 (91,814) – 78,819
Depreciation җᓿ – (22,927) – (22,927) พɾʔ̡ࠤᛰ৽ذFair value changes ҙ༅ on investment properties – – 8,564,301 8,564,301 Share of results of associates ᚫЌᐲᏪʔ̇พᐜ (8,515) – 153,321 144,806 (Income tax expense ֺೢʻ – (70,633) (104,460) (175,093 (ᚬऩ (7,574) (9,406) (7,063) (24,043ٖઁڈ Non-controlling interests
9. OTHER INCOME 9. ԯˢνɃ
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
Included in other income are: ԯˢνɃ˳ܢi
Building management fee income ᅢΧဳଉνɃ 96,092 74,614 Building management fee expenses ᅢΧဳଉʻˮ (67,566) (47,060)
28,526 27,554 ټܘพذForfeiture of deposits received Ӏνሻਕ on sales of properties 503 10,141 Arrangement fee income ΪખνɃ 66,116 – ৻νɃרቔړManagement and maintenance ဳଉʥ
ɀཌྷȹཌྷααం services income 8,641 – Exchange gain, net මЙνऩ૱ᔾ – 1,681
ജɁ
พඑ྆ 142
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ 10. INVESTMENT INCOME, NET 10. ҙ༅νɃ૱ᔾ
ements 2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
Financial assets at fair value through ༦ฌऩ˞ʦܮʔ̡ࠤʗᗘ ጪ༅ଐiټАൕሒɾܛprofit or loss classified ݯ as held-for-trading: Unrealised (loss) gain arising ܛАൕሒҙ༅ɾʔ̡ࠤᛰ৽ on change in fair value of Ϥଐ́ɾ̰ᛰଊᑋฌνऩ
ഽڃٲ၃ল৻ం investments held-for-trading (59,130) 18,173
˞ցݯ༦ฌऩܞ Financial assets designated as ጪ༅ଐiټʔ̡ࠤɾܮat fair value through profit or loss: ʦ Unrealised gain (loss) arising ΐඦԴɾʔ̡ࠤᛰ৽Ϥଐ́ɾ Notes to the Consolidated Financial Stat to the Consolidated Notes on change in fair value of bonds ̰ᛰଊνऩᑋฌ 249,343 (16,771) Realised (loss) gain arising ΐඦԴɾʔ̡ࠤᛰ৽Ϥଐ́ɾ on change in fair value of bonds ɰᛰଊᑋฌνऩ (27,279) 197,320 ൘㢕ኣɾʔ̡ࠤᛰ৽ڌRealised gain arising on change ΐ in fair value of credit-linked notes ֺଐ́ɾɰᛰଊνऩ – 48,087
ʔ̡ࠤɾܮցݯ༦ฌऩ˞ʦܞ Net gain arising on change in fair ጪ༅ଐΐʔ̡ࠤᛰ৽ֺଐ́ɾټ value of financial assets designated as at fair value through profit or loss νऩ૱ᔾ 222,064 228,636
Financial liabilities at fair value through ༦ฌऩ˞ʦܮʔ̡ࠤʗᗘ ጪ߲ඦiټАൕሒɾܛprofit or loss classified ݯ as held-for-trading: ጪɮԮɾʔ̡ࠤᛰ৽ϤټUnrealised loss arising on change ΐߪ́ in fair value of derivative ଐ́ɾ̰ᛰଊᑋฌ financial instruments – (3,238) ጪɮԮɾʔ̡ࠤᛰ৽ϤټRealised gain arising on change ΐߪ́ in fair value of ଐ́ɾɰᛰଊνऩ derivative financial instruments 3,238 24,432
ٲNet gain arising on change ΐʔ̡ࠤᛰ৽ଐ́Ԏ߮Ƀνऩ ጪ߲ඦټАൕሒɾܛin fair value of financial liabilities ʗᗘݯ at fair value through profit or νऩ૱ᔾ loss classified as held-for-trading 3,238 21,194
ਕҙ༅ࣂٖ̯ͅᚬऩᔝᅆۿTransfer from equity on disposals of ˮਕɐ̟ listed available-for-sale investments 106,685 – Other investment income ԯˢҙ༅νɃ 3,583 –
Dividend income on: ٖࢠνɃԞϬi Listed investments ɐ̟ҙ༅
Annual Report 2010 ਕҙ༅ 31,437 3,722ۿ - available-for-sale investments - - other listed investments - ԯˢɐ̟ҙ༅ 51,524 258,579 ɐ̟ҙ༅ 33,720 37,712ڈ Unlisted investments Interest income СࢠνɃ 470,171 177,489 Imputed interest income on: ΊຮСࢠνɃi Advances to associates ྌ˟ᐲᏪʔ̇ಁඖ 14,271 15,322 ಁඖٖٖઁڈAdvance to a non-controlling ྌ˟ȹΊ shareholder 328 328
877,891 761,155
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 143
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 10. INVESTMENT INCOME, NET (Cont’d) 10. ҙ༅νɃ૱ᔾᙩ
Included in interest income are interests from bonds, listed floating СࢠνɃɾɻ˳ܢඦԴdɐ̟ࣺࢠኣd ɐ̟ࣺࢠʥցࢠኣɾСࢠʗПڈ rate notes and unlisted floating rate and fixed rate notes
ഽڃٲapproximately HK$406,326,000, HK$1,225,000 and HK$8,206,000 406,326,000ಋʏd1,225,000ಋʏʥ ၃ল৻ం respectively (year ended 31st December, 2009: bonds 8,206,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍ ڌHK$60,703,000, credit-linked notes HK$13,000,000, listed floating Ɋȹˀ˅α۹iඦԴ60,703,000ಋʏd rate notes HK$1,608,000 and unlisted floating rate and fixed rate ൘㢕ኣ13,000,000ಋʏdɐ̟ࣺࢠ ɐ̟ࣺࢠʥցࢠኣڈnotes HK$8,969,000) and interest expenses from derivative financial ኣ1,608,000ಋʏʥ ጪɮԮСࢠʻˮټinstruments HK$1,021,000 (year ended 31st December, 2009: 8,969,000ಋʏʥߪ́ income of HK$29,809,000). 1,021,000ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍ
ements Ɋȹˀ˅α۹iνɃ29,809,000ಋʏe
11. OTHER EXPENSES 11. ԯˢʻ
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
Included in other expenses are: ԯˢʻ˳ܢi
Amortisation of intangible assets ಲѼ༅ଐᚫሻ 2,860 2,860 ʻ 6,916 3,994מExpenses for specific transactions ऋց͚
Аˮਕɾ༅ଐܛASSET CLASSIFIED AS HELD FOR SALE 12. Ͷݯ .12
ڃɀཌྷȹཌྷαȾ˂ɍˀc̯ʔ̇ංઅɾכ On 3rd September, 2010, Earn Elite Development Limited, an indirect wholly owned subsidiary of the Company entered into a sale and ᙔʔ̇ၤዟ͓ɍʿ͓߯ൕሒԾᘪc˞ˤ cʰވณכpurchase agreement with an independent third party in relation to ძݯ80,000,000ಋʏˮਕϽ พൕذพeذพذɻʶɾҙ༅پ ,the disposal of investment properties located at Tuen Mun Centre New Territories (the “Property”) at consideration of HK$80,000,000. ሒɾѧιˀ౨ݯɀཌྷȹȹαɀ˂ȼˀൕࡼ 5ڬι͚c࣓ኣࠗಋল৻ంйๅټThe Property were satisfied by the purchaser in cash and completed Ԏ˞ଊ ݚ৽༅ଐʥɰୄ˅ᏪڈАˮਕɾܛon 7th February, 2011. In accordance with HKFRS 5, “Non-current ໔c ˂ɀཌྷȹཌྷαɊɀכพذAssets Held for Sale and Discontinued Operations”, the above พ৻c˞ɐҙ༅ АˮܛͶݯٲؗంرinvestment properties have been presented as asset classified as ɍɊȹˀɾ၃ল৻ held for sale in the consolidated statements of financial position as ਕɾ༅ଐe at 31st December, 2010.
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 144
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ LOSS) PROFIT FOR THE YEAR 13. ̯α۹ᑋฌึС) .13 ements 2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ (Restated) ࠇͶ
Loss) Profit for the year has been ̯α۹ᑋฌึСɰ) arrived at after (charging) crediting: κ߮Ƀi
ഽڃٲ၃ল৻ం Total staff costs: ࡗι̯ᐢᔾi ټ໎ԑ༭ܢ˳Staff costs, including ࡗι̯ Directors’ emoluments (144,691) (117,383) Retirement benefits scheme ঽͤါСི߮Ԝಁc
Notes to the Consolidated Financial Stat to the Consolidated Notes contributions, net of forfeited κɰӀνԜಁ 397,000ಋʏ contributions of HK$397,000 ɀཌྷཌྷȾαi320,000ಋʏ (2009: HK$320,000) (6,449) (5,302)
(151,140) (122,685)
(3,479) (3,079) ټAuditors’ remuneration ࣏ᅕ༭ Exchange loss, net මЙᑋฌ૱ᔾ (6,437) – Depreciation җᓿ (20,049) (22,927) (พι̯ᆢႏ (1,128,564) (1,091,214ذCost of trading properties recognised ൕሒ (ι̯ᆢႏ (4,564) (3,189ۂCost of cosmetic products recognised ʝї Share of tax of associates (included in ᚫЌᐲᏪʔ̇ೢඖ share of results of associates) ɰ߮ɃᚫЌᐲᏪʔ̇พᐜ 1,090 (4,205)
Аൕሒҙ༅ɾֺಁඖᐢᔾܛGross proceeds on sale of ˮਕ investments held-for-trading 7,910,196 7,195,121 Carrying amount on investments ˮਕܛАൕሒҙ༅ɾሏࠍࠤ held-for-trading disposed (8,044,191) (7,295,811) ι̯מАൕሒҙ༅ɾ͚ܛTransaction cost on investments ˮਕ held-for-trading disposed (14,512) (14,858) Net loss on sale of investments ߮ɃνɃʑɾܛАൕሒҙ༅ɾ held-for-trading included in revenue ᑋฌ૱ᔾ (148,507) (115,548)
νɃᐢᔾټพैذGross rental income from ҙ༅ investment properties 1,126,260 1,013,056 νɃɾټLess: Direct operating expenses from ಕi̯α۹ଐ́ै અᏪʻقพذinvestment properties that ҙ༅
Annual Report 2010 generated rental income during the year (60,309) (47,046) νɃɾټDirect operating expenses from ̯α۹Ԏಲଐ́ै અᏪʻقพذinvestment properties that ҙ༅ did not generate rental income during the year (353) (12,916)
1,065,598 953,094
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 145
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
14. FINANCE COSTS 14. ল৻͂ Notes to the Consolidated Financial Stat
2010 2009 HK$’000 HK$’000
ഽڃٲɝಋʏ ɝಋʏ ၃ল৻ం
Interest on: Сࢠi ʄαʑͲᅕᑹɾכBank loans wholly repayable within five years ႺϷ൘ಁ 146,902 90,920 Ͳᅕᑹɾ܃ʄαכBank loans wholly repayable over five years ႺϷ൘ಁ 1,302 6,220
ements ʄαʑͲᅕᑹɾכOther loans wholly repayable within five years ԯˢ൘ಁ 5,497 2,733 ಁඖٖٖઁڈAmounts due to a non-controlling ˄߲ȹΊ shareholder 1,849 –
155,550 99,873
Imputed interest on: ΊຮСࢠi Amounts due to associates ˄߲ᐲᏪʔ̇ಁඖ 465 465 ಁඖٖٖઁڈAmounts due to a non-controlling ˄߲ȹΊ shareholder 2,894 2,934
3,359 3,399
Total interest Сࢠᐢᔾ 158,909 103,272 Exchange (gain) loss on translation of ̔ྫྷ൘ಁමЙνऩᑋฌ foreign currency loans (64,092) 10,938 Other finance costs ԯˢল৻͂ 16,798 13,683
111,615 127,893 พΦஒذLess: Interest capitalised to stock of ಕiᅆ˨ೕࢄɻ properties under development ༅̯ʝɾСࢠ (39,782) (15,082) พذInterest capitalised to investment ᅆ˨ೕࢄɻҙ༅ properties under development ༅̯ʝɾСࢠ (3,347) (7,326)
68,486 105,485
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 146
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ 15. OTHER GAINS AND LOSSES, NET 15. ԯˢνऩʥᑋฌ૱ᔾ
ements
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
Included in other gains ԯˢνऩʥᑋฌ૱ᔾ˳ܢi and losses, net are:
ഽڃٲ၃ল৻ం
ᙔʔ̇ɾᘪძνᑪνऩڃGain on bargain purchase of ȹං – ഽ1 13,000ڃ (a subsidiary (Note 1 ᙔʔ̇ɾڃFair value loss on step acquisition of үνᑪȹං
Notes to the Consolidated Financial Stat to the Consolidated Notes a subsidiary ʔ̡ࠤᑋฌ (7,253) – ᙔʔ̇ɾνऩڃGain on disposals of ˮਕΛං – ഽ2 13,477ڃ (subsidiaries (Note 2 ᙔʔ̇ɾνऩڃGain on deemed disposal of ഼Аˮਕȹං ഽ3 – 35,134ڃ (a subsidiary (Note 3 ഽ4ڃᙔʔ̇ɾνऩڃGain on disposals of ˮਕΛං subsidiaries (Note 4) – 53,051 Impairment loss reversed గྌ˟ȹංᐲᏪʔ̇ಁඖ (recognised) in respect of ᅆΑᆢႏɾಕࠤᑋฌ advance to an associate 653 (488) Impairment loss recognised గȹංᐲᏪʔ̇ᚬऩᆢႏɾಕࠤᑋฌ in respect of interest in an associate – (3,300)
ഽiڃ :Notes
ᙔʔ̇ɾᘪძνᑪνऩȽΐνᑪڃGain on bargain purchase of a subsidiary arose from acquisition 1. ȹං .1 of remaining 50% interest in an associate. Details of the acquisition ȹංᐲᏪʔ̇Ɏɾ50%ᚬऩνᑪ ഽ47(a)eڃכare set out in Note 47(a). ੱ༗
ɻˮਕɍҙמᗐட͚כGain on disposals of subsidiaries for the year arose from connected 2. ̯α۹cȽΐ .2 พiֱਆɾਆ⭕cӯLaforetذtransaction in relation to the disposals of three investment ༅ properties including various shops at Excelsior Plaza, Laforet and ʥ࠳ནɻʶɾཌྷਕਆ⭕ʀͅȹϽ໎ԑ࠹ ᙔʔ̇ɾνڃSouthorn Centre to the companies wholly-owned by a Director ˚ٖ߬Ͳ༅ኟτɾΛං ഽ48(a)eڃכand a substantial shareholder. Details of the disposals are set out ऩˮਕੱ༗ in Note 48(a).
Annual Report 2010 ᙔʔ̇ɾᚬऩɾνऩȽڃGain on deemed disposal of a subsidiary arose from deemed 3. ഼Аˮਕȹං .3 ɀཌྷཌྷȾαʒ˂Ɋȼˀ˞ਕʿβכdisposal of 8.27% interest in G-Prop (Holdings) Limited (“G-Prop”) ΐ ͽɾټͽͬพτࠉʔ̇ټby placing on 17th June, 2009. The Group then holds 41.93% ഼Аˮਕ ͽټτܛshareholding in G-Prop and G-Prop remained a subsidiary of the 8.27%ᚬऩe̯එ྆Ϭϊ ᙔڃͽʋᙔ̯ʔ̇ɾټCompany. 41.93%ٖᚬʥ ʔ̇e
ߜכτԭංϽܛɻˮਕמᗐட͚כGain on disposals of subsidiaries arose from connected transaction 4. Ƚΐ .4 ڃ൘㢕ኣɾΛංڌพʥԭͫذin relation to the disposals of two properties in United Kingdom ਝɾ and two credit-linked notes to Wisdom Hero Limited (a company ᙔʔ̇ʀWisdom Hero LimitedͅȹϽ ˚wholly-owned by a Director), or a Director and a substantial ໎ԑͲ༅ኟτɾʔֶ̇ȹϽ໎ԑ࠹ ഽڃכshareholder. Details of the disposals are set out in Note 48(b). ٖ߬ɾνऩˮਕੱ༗ 48(b)e
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 147
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat ټDIRECTORS’ EMOLUMENTS 16. ໎ԑ༭ .16
˂࿀ϭɀཌྷȹཌྷαʥɀཌྷཌྷȾαɊɀכ :Fees and other emoluments paid or payable to each of the six (2009 six) directors for the years ended 31st December, 2010 and 2009 ɍɊȹˀ˅α۹ɰ˟ֶᎶ˟ʀʒΊ໎ԑ
ഽڃٲ၃ল৻ం ټʥԯˢ༭ټwere as follows: ɀཌྷཌྷȾαiʒΊΈϬɾ ΣɎi
2010 2009 Salaries Salaries and other and other Fee emoluments Total Fee emoluments Total ʥټʥ ᑀټᑀ
ements ߮ ټԯˢ༭ ټ߮ ټԯˢ༭ ټ HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ
Mr. Joseph Lau, Luen-hung ჳᝄඐͱ́ – 18,000 18,000 – 18,000 18,000 Mr. Lau, Ming-wai ჳს◸ͱ́ 240 – 240 220 – 220 Ms. Amy Lau, Yuk-wai ჳ̽ᄫɤɡ 240 – 240 220 – 220 Mr. Chan, Kwok-wai ஹਝ৩ͱ́ 240 – 240 220 – 220 Ms. Phillis Loh, Lai-ping ᖓᗫഗɤɡ 240 – 240 220 – 220 ͱ́ 240 – 240 220 – 220ژMr. Ma, Tsz-chun ࣂ
1,200 18,000 19,200 1,100 18,000 19,100
࿀ϭɀཌྷȹཌྷαʥɀཌྷཌྷȾαכNo Directors waived any emoluments for the years ended ໎ԑลಲ eټνՅͨЄ༭ૃי31st December, 2010 and 2009. Ɋɀ˂ɍɊȹˀ˅α۹ʑ
ټEMPLOYEES’ EMOLUMENTS 17. ࡗ༭ .17
Of the five individuals with the highest emoluments in the Group, ̯එ྆ʄΊঢ়ᑀ༭ɁɡɻcȹΊɀཌྷཌྷ one (2009: one) was executive director of the Company whose ȾαiȹΊݯ̯ʔ̇ਨϷ໎ԑc֤೩ɾᑀ ഽ16ׄᚉe࿀ϭɀཌྷȹཌྷαڃɐʼכemoluments are included in the disclosures in Note 16 above. The ༭ɰ emoluments of the remaining four (2009: four) individuals for the ʥɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹̒Ί Σټyears ended 31st December, 2010 and 2009 were as follows: ɀཌྷཌྷȾαi̒ΊПɁɡɾ༭ Ɏi
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
ʥԯˢါС 7,188 6,219ټSalaries and other benefits ᑀ Retirement benefit ঽͤါСི߮Ԝಁ scheme contributions 442 395 ɀཌྷȹཌྷααం
7,630 6,614
ജɁ
พඑ྆ 148
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ᙩټEMPLOYEES’ EMOLUMENTS (Cont’d) 17. ࡗ༭ .17
ʗɎͶ೩ज़iټements Their emoluments were within the following bands: ֤೩ɾ༭
Number of employees ࡗɁᅕ 2010 2009
Nil – HK$1,000,000 ཌྷÐ1,000,000ಋʏ – –
ഽڃٲ၃ল৻ం HK$1,000,001 – HK$1,500,000 1,000,001ಋʏÐ1,500,000ಋʏ – 2 HK$1,500,001 – HK$2,000,000 1,500,001ಋʏÐ2,000,000ಋʏ 2 1 HK$2,000,001 – HK$2,500,000 2,000,001ಋʏÐ2,500,000ಋʏ 2 1
Notes to the Consolidated Financial Stat to the Consolidated Notes
ɀཌྷȹཌྷαʥɀཌྷཌྷȾαɊɀ˂ɍɊȹכ During the years ended 31st December, 2010 and 2009, no emoluments were paid by the Group to the five highest paid ˀ˅α۹ʑc̯එ྆ลಲݯмʵ˱Ƀ̯එ Ƀ̯එ྆ࣂАݯᔴᓻϤΉ˱כֶ྆ individuals, or Directors, as an inducement to join or upon joining eټthe Group or as compensation for loss of office. ʄΊঢ়ᑀ༭Ɂɡֶ໎ԑʻ˟ͨЄ༭
INCOME TAX EXPENSE 18. ֺೢʻ .18
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ (Restated) ࠇͶ
The charge comprises: ೢඖʻ˳ܢi
Current tax: ౨ೢඖi Hong Kong Profits Tax ࠗಋСೢ 77,035 42,500 Other than Hong Kong ࠗಋ˞̔Δਂ 54,844 10,266
131,879 52,766
Underprovision (overprovision) ༦֡α۹ᅆௐɺӷ in prior years: ൚ᔾᅆௐi Hong Kong Profits Tax ࠗಋСೢ 6,999 (14,094) Annual Report 2010 Other than Hong Kong ࠗಋ˞̔Δਂ – (6) 6,999 (14,100)
Deferred tax: Ⴎ֝ೢඖi Current year (credit) charge ̯α۹ᅆΑʻ (18,276) 136,427
120,602 175,093
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 149
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat INCOME TAX EXPENSE (Cont’d) 18. ֺೢʻᙩ .18
Hong Kong Profits Tax is calculated at 16.5% (2009: 16.5%) on ࠗಋСೢȽ࣓ኣ̯α۹ɾЅ߮Ꮆᇾೢึ the estimated assessable profits for the year. Taxation arising in other Сܘೢଅ16.5%ɀཌྷཌྷȾαi16.5%߮
ഽڃٲτᗐ̇ ၃ল৻ంܘjurisdictions is calculated at the rates prevailing in the relevant ့eԯˢ̇ؒᚬਂଐ́ɾೢඖȽ jurisdictions. ؒᚬਂɾଊϷೢଅ့߮e
ٲThe income tax charge for the year can be reconciled to the (loss) ̯α۹ɾֺೢʻˮၤ၃Ͳࠍνऩం ᑋฌึСྦྷሏΣɎiکprofit before tax per the consolidated statement of comprehensive ɾೢ income as follows:
ements 2010 2009 HK$’000 % HK$’000 % ɝಋʏ ɝಋʏ (Restated) ࠇͶ
ᑋฌึС (8,715,145) 10,222,559کLoss) profit before tax ೢ)
Tax at the Hong Kong Profits ܘࠗಋСೢೢଅ16.5% Tax rate of 16.5% (2009: 16.5%) ɀཌྷཌྷȾαi16.5% ့߮ɾೢඖ (1,437,999) 16.5 1,686,722 16.5 Tax effect of share of ᚫЌᐲᏪʔ̇พᐜɾ results of associates ೢ৻ᄧᚊ (9,336) 0.1 (23,893) (0.2) Tax effect of expenses not గೢ৻ϤӰɺ˿κಕ deductible for tax purpose ʻˮɾೢ৻ᄧᚊ 1,789,389 (20.5) 22,193 0.2 Tax effect of income not గೢ৻ϤӰˇᇾೢ taxable for tax purpose νɃɾೢ৻ᄧᚊ (173,919) 2.0 (1,554,315) (15.2) Underprovision (overprovision) ༦֡α۹ᅆௐɺӷ in respect of prior years ൚ᔾᅆௐ 6,999 (0.1) (14,100) (0.1) Tax effect of tax losses not recognised ̰ᆢႏɾೢ৻ᑋฌɾ ೢ৻ᄧᚊ 73,808 (0.9) 72,084 0.7 ᆢႏɾ̰کUtilisation of tax losses previously ༜͂ͱ not recognised ೢ৻ᑋฌ (39,312) 0.5 (108,497) (1.1) Tax effect on accelerated accounting ༦֡α۹̰ᅆௐɾ˱ผ߮ depreciation over tax depreciation җᓿ൚༦ೢ৻җᓿɾ not provided in prior years ೢ৻ᄧᚊ (98,168) 1.1 (7,277) (0.1) Effect of different tax rates of Εԯˢ̇ؒᚬਂᏪɾ ᙔʔ̇ሬ͂ɾڃ subsidiaries operating in other jurisdictions ɺೢଅɾᄧᚊ 9,140 (0.1) 102,176 1.0
Tax charge for the year ̯α۹ೢඖʻ 120,602 (1.4) 175,093 1.7
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 150
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ DIVIDENDS 19. ٖࢠ .19
ements 2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
ɀཌྷȹཌྷαʒ˂Ⱦˀכ (a) Final dividend for 2009 paid (a) on 9th June, 2010 of HK1 cent ɰݢ˟ɾɀཌྷཌྷȾα ˦final dividend of HK1 cent ̱౨ٖࢠҰٖ1ಋ :2008) and special dividend of HK99 cents) ɀཌྷཌྷɄαi̱౨ٖࢠ per share Ұٖ1ಋ˦ʥऋПٖࢠ
ഽ Ұٖ99ಋ˦ 19,500 2,006,305ڃٲ၃ল৻ం b) No interim dividend for 2010 (b) ɀཌྷȹཌྷαಲݢ˟ɻ౨ٖࢠ) HK2 cents per share) ɀཌྷཌྷȾαiҰٖ2ಋ˦ – 39,197 :2009)
ɀཌྷȹཌྷαȾ˂ɀɊɄˀכ (c) Special dividend for 2010 paid (c)
Notes to the Consolidated Financial Stat to the Consolidated Notes on 28th September, 2010 of ɰݢ˟ɀཌྷȹཌྷαऋПٖࢠ ˦HK40 cents (2009: HK63 cents) Ұٖ40ಋ per share ɀཌྷཌྷȾαiҰٖ63ಋ˦ 763,048 1,228,500
782,548 3,274,002
ᘪݢ˟̱౨ٖࢠҰٖ1ಋ˦ɀཌྷۺFinal dividend of HK1 cent (2009: HK1 cent) per share have been ໎ԑผ Ꮆ։ٖ൪כٖۿproposed by the Directors and are subject to approval by the ཌྷȾαi1ಋ˦cτ shareholders in the forthcoming annual general meeting. αɣผɐғe
СޔLOSS) EARNINGS PER SHARE 20. Ұٖᑋฌ) .20
The calculation of the basic and diluted (loss) earnings per share ̯ʔ̇ኟτɁᎶЌɾҰٖਥ̯ʥᚫᑁᑋ attributable to owners of the Company is based on the following data: ฌޔСȽ࣓ኣ˞Ɏᅕኣ့߮i
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ (Restated) ࠇͶ
(Loss) earnings: ᑋฌޔСi
Loss) earnings for the purposes of ့߮Ұٖਥ̯ʥᚫᑁᑋฌ) basic and diluted (loss) earnings per share ޔСɾᑋฌޔС ((loss) profit for the year ̯ʔ̇ኟτɁᎶЌɾ attributable to owners of the Company) ̯α۹ᑋฌึС (8,858,245) 10,023,423
Number of shares
Annual Report 2010 ٖͫᅕ͌ 2010 2009
Number of shares: ٖͫᅕ͌i
Weighted average number of ့߮Ұٖਥ̯ʥᚫᑁᑋฌ Сɾౝٖ˱ᚬ̡яᅕޔ ordinary shares for the purposes of basic and diluted (loss) earnings per share 1,925,225,796 1,995,051,304
Diluted (loss) earnings per share for the years ended 31st December, ࿀ϭɀཌྷȹཌྷαʥɀཌྷཌྷȾαɊɀ˂ɍɊ ɐ߸ܨԎಲᚫᑁԑඖcכand 2009 was the same as the basic (loss) earnings per ȹˀ˅α۹cͅ 2010 СၤҰٖਥ̯ޔshare as there was no diluting events during both years. ԭα۹ɾҰٖᚫᑁᑋฌ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES ᑋฌޔСޚe 151
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
พ Notes to the Consolidated Financial StatذINVESTMENT PROPERTIES 21. ҙ༅ .21
HK$’000 ɝಋʏ
ഽڃٲ၃ল৻ం Cost or fair value ιֶ̯ʔ̡ࠤ
ɀཌྷཌྷȾαȹ˂ȹˀ 30,302,580כ At 1st January, 2009 Additions ສ 130,220 ዾι̯ۺพଐ́ɾذConstruction costs incurred ҙ༅ for investment properties 803,557 พᔝᅆ 86,496ذTransfer from properties under development ೕࢄɻ พʥԯˢ՞ց༅ଐᔝᅆ 1,207,982ذTransfer from properties and other fixed assets Exchange adjustments මЙሁኬ 3,570 ements ɻᆢႏٲ၃Ͳࠍνऩంכ Increase in fair value recognised in the consolidated statement ɾʔ̡ࠤᄈ˱ of comprehensive income 8,564,301 (ഽ48(b) (380,499ڃᙔʔ̇ڃDisposals of subsidiaries (Note 48 (b)) ˮਕΛං Disposals ˮਕ (9,725)
ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ 40,708,482כ At 31st December, 2009 ഽ47(a) 47,000ڃᙔʔ̇ڃAcquisition of a subsidiary (Note 47 (a)) νᑪȹං Additions ສ 155,497 ዾι̯ۺพଐ́ɾذConstruction costs incurred ҙ༅ for investment properties 753,366 (Аˮਕɾ༅ଐ (80,000ܛTransfer to asset classified as held for sale ᔝᅆϭͶݯ (พʥԯˢ՞ց༅ଐ (114,400ذTransfer to properties and other fixed assets ᔝᅆϭ Exchange adjustments මЙሁኬ 59,302 ɻᆢႏٲ၃Ͳࠍνऩంכ Decrease in fair value recognised in the consolidated statement ɾʔ̡ࠤಕʭ of comprehensive income (10,831,293) (ഽ48(a) (3,277,000ڃᙔʔ̇ڃDisposals of subsidiaries (Note 48 (a)) ˮਕΛං Disposals ˮਕ (1,930)
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ 27,419,024כ At 31st December, 2010
พʗᗘiذBreakdowns of investment properties: ҙ༅
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
พ 25,337,077 31,224,690ذCompleted investment properties ɰѧιҙ༅ พذɻҙ༅ۺʔ̡ࠤɾጙܘ Investment properties under construction at fair value 267,000 8,082,000 พذɻҙ༅ۺι̯ɾጙܘ Investment properties under
ɀཌྷȹཌྷααం construction at cost 1,814,947 1,401,792
27,419,024 40,708,482
ജɁ
พඑ྆ 152
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
พᙩذINVESTMENT PROPERTIES (Cont’d) 21. ҙ༅ .21 ements The market value of the Group’s investment properties (included ၤ̯එ྆Ԏಲᗐடɾዟ͓༅ࣟਿพЅࠤ ਝɰ݇ړਝിЅτࠉʔ̇݇ړinvestment properties under construction at fair value) at ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀֺ൬Ϸכԯܘ 31st December, 2010 have been arrived at on the basis of valuation carried out on that date by Messrs. B.I. Appraisals Limited (“B.I. ɾЅࠤݯਥๅcɀཌྷཌྷȾαiౝਝി Appraisals”) (2009: Messrs. Norton Appraisals Limited (“Norton Ѕτࠉʔ̇ౝਝc့̯߮එ྆ҙ พذɻҙ༅ۺʔ̡ࠤɾጙܘܢ˳พذAppraisals”)), independent qualified professional valuers not ༅ ˀɾ̟ࠤeౝਝኟτሬ༅ࣟʥכ connected with the Group who has appropriate qualifications and
ഽڃٲ၃ল৻ం พɾeذᗐΔᒨɾᗘޚ͛τിЅٶrecent experience in the valuation of similar properties in the relevant locations.
พذɀཌྷȹཌྷαɊɀ˂ɍɊȹˀcҙ༅כ ,The valuation report for the investment properties at 31st December
Notes to the Consolidated Financial Stat to the Consolidated Notes ਝ໎ԑࠗಋಡ൴ነ݇ړis signed by a director of B.I. Appraisals, who are members of ɾЅࠤంйͅ 2010 The Hong Kong Institute of Surveyors. The valuation, which conforms ผผࡗᖋອeЅࠤȽፓΨࠗಋಡ൴ነ ɀཌྷཌྷʄαȹڬพЅࠤๅذto The Hong Kong Institute of Surveyors Valuation Standards on ผֺཕ̠ɾ ࠤݯਥๅ൬ϷࠇЅe̟ܘcԎخ Properties (1st Edition 2005) published by The Hong Kong Institute of Surveyors, was based on market value basis.
༅̯ᄈࠤֶټτ˞ᑨՅैܛAll of the Group’s property interests held under operating leases to ࣓ኣᏪพै พᚬऩȽઔ͂ʔ̡ࠤᅡβذearn rentals or for capital appreciation purposes, are measured using ɾ̯එֺ྆τ พeذthe fair value model and are classified and accounted for as ߮൴cԎʗᗘʥɃሏͶАҙ༅ investment properties.
ι̯ɾܘพcذɻҙ༅ۺι̯ɾጙܘFor the investment properties under construction at cost, when fair గ พɾʔ̡ࠤಲؒ˿ቌΔᔤذɻҙ༅ۺvalue of investment properties under construction at cost were not ጙ ι̯ܘι̯ಕͨЄಕࠤᑋฌ߮൴ܘڬreliably measurable, the investment properties under construction ցc ˀֶʔۺϭѧιጙقพcذɻҙ༅ۺat cost were measured at cost, less any impairment loss, until the ɾጙ earlier of the date of construction is completed and the date at ̡ࠤॶਪ˿ቌΔᔤցˀ˞༖ξ者 ݯๅ which fair value become reliably measurable. ݯ˅e iܢ˳พɾሏࠍࠤذThe carrying value of investment properties shown above comprises: ɐ߸ҙ༅
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
Annual Report 2010 พiذτɾܛɎै˞ܘࠗಋכ :Properties in Hong Kong held under ౨ै 19,374,605 30,288,160ٽ Long-term lease Medium-term lease ɻ౨ै 5,067,030 7,832,830
24,441,635 38,120,990
τܛɎै˞ܘ̔˞ࠗಋכ Properties outside Hong Kong พiذheld under: ɾ Medium-term lease ɻ౨ै 2,977,389 2,587,492
27,419,024 40,708,482
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 153
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
พʥԯˢ՞ց༅ଐ Notes to the Consolidated Financial Statذ .PROPERTIES AND OTHER FIXED ASSETS 22 .22
Furniture, Yachts and Leasehold fixtures and motor land Buildings equipments vehicles Total
ഽڃٲᯫdສ ၃ল৻ం் ै༉ɠΔ ᅢΧ ʥஉௐ ༝ເʥӁӹ ߮ HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ (Restated) ࠇͶ
Cost or valuation ιֶ̯Ѕࠤ ɀཌྷཌྷȾαȹ˂ȹˀכ At 1st January, 2009 (originally stated) ࡈͱеͶ – 73,840 93,711 82,259 249,810
Effect of change in accounting policy ผ߮ܧ೪ᛰ৽ɾᄧᚊ 1,603,067 – – – 1,603,067 ements
ɀཌྷཌྷȾαȹ˂ȹˀࠇͶ 1,603,067 73,840 93,711 82,259 1,852,877כ (At 1st January, 2009 (restated Additions ສ – – 3,933 3,770 7,703 (พ (1,266,007) – – – (1,266,007ذTransfer to investment properties ᔝᅆϭҙ༅ Disposals ˮਕ – – (56) (1,604) (1,660) Exchange adjustments මЙሁኬ ––448
ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀכ (At 31st December, 2009 (restated ࠇͶ 337,060 73,840 97,592 84,429 592,921 พᔝᅆ 99,900 14,500 – – 114,400ذTransfer from investment properties ҙ༅ Additions ສ – – 8,756 316 9,072 Disposals/written off ˮਕþ࿁ሻ – – (68,413) (381) (68,794) Exchange adjustments මЙሁኬ – – 178 117 295
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ 436,960 88,340 38,113 84,481 647,894כ At 31st December, 2010
Depreciation and impairment җᓿʥಕࠤ ɀཌྷཌྷȾαȹ˂ȹˀכ (At 1st January, 2009 (originally stated ࡈͱеͶ – 13,551 81,408 50,112 145,071 Effect of change in accounting policy ผ߮ܧ೪ᛰ৽ɾᄧᚊ 66,114 – – – 66,114
ɀཌྷཌྷȾαȹ˂ȹˀࠇͶ 66,114 13,551 81,408 50,112 211,185כ (At 1st January, 2009 (restated Charge for the year αʑҗᓿ 790 1,846 5,571 14,720 22,927 АˮਕɾܛCapitalised to stock of properties ᅆ˨ݯ พΦஒ༅̯ ––151–151ذ held for sales (พ (58,025) – – – (58,025ذTransfer to investment properties ᔝᅆϭҙ༅ Elimination upon disposals ˮਕࣂྦྷሻ – – (52) (1,494) (1,546) Exchange adjustments මЙሁኬ ––213
ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀכ (At 31st December, 2009 (restated ࠇͶ 8,879 15,397 87,080 63,339 174,695 Charge for the year αʑҗᓿ 1,041 2,209 5,741 11,058 20,049 АˮਕɾܛCapitalised to stock of properties ᅆ˨ݯ พΦஒ༅̯ ––184–184ذ held for sales Elimination upon ˮਕࣂྦྷሻþ࿁ሻ disposals/written off – – (68,381) (381) (68,762) Exchange adjustments මЙሁኬ ––8257139
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ 9,920 17,606 24,706 74,073 126,305כ At 31st December, 2010
Carrying amounts ሏࠍࠤ ɀཌྷȹཌྷααం ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ 427,040 70,734 13,407 10,408 521,589כ At 31st December, 2010
ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀכ (At 31st December, 2009 (restated ࠇͶ 328,181 58,443 10,512 21,090 418,226
ɀཌྷཌྷȾαȹ˂ȹˀ ജɁכ (At 1st January, 2009 (restated ࠇͶ 1,536,953 60,289 12,303 32,147 1,641,692
พඑ྆
ܘࠗಋԎכThe Group’s leasehold land and buildings are situated in Hong Kong ̯එ྆ɾै༉ɠΔʥᅢΧяϽ τeܛ౨ैٽ .and held under long-term leases 154
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ พذPROPERTIES UNDER DEVELOPMENT 23. ೕࢄɻ .23 ements HK$’000 ɝಋʏ
Cost ι̯ ɀཌྷཌྷȾαȹ˂ȹˀ 86,496כ At 1st January, 2009 (พ (86,496ذTransfer to investment properties ᔝᅆϭҙ༅
ഽڃٲ၃ল৻ం ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀכ At 31st December, 2009 and 31st December, 2010 bʥɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ –
Notes to the Consolidated Financial Stat to the Consolidated Notes Carrying amounts ሏࠍࠤ ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀכ At 31st December, 2009 and 31st December, 2010 ʥɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ –
24. PREPAID LEASE PAYMENTS 24. ད˟ै༉ಁඖ
HK$’000 ɝಋʏ
ɀཌྷཌྷȾαȹ˂ȹˀࡈͱеͶ 1,536,953כ (At 1st January, 2009 (originally stated Effect of change in accounting policy ผ߮ܧ೪ᛰ৽ɾᄧᚊ (1,536,953)
– ɀཌྷཌྷȾαȹ˂ȹˀࠇͶכ (At 1st January, 2009 (restated
ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀࠇͶכ (At 31st December, 2009 (restated and 31st December, 2010 bʥɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ –
Carrying amounts ሏࠍࠤ ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀכ At 31st December, 2009 and 31st December, 2010 ʥɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ –
17໔࠳߯ڬผ߮Ҟ೪ɾࠗಋผ߮ๅכͅ The prepaid lease payments of HK$1,536,953,000 was classified as leasehold land under properties and other fixed assets as a result ̯ɾᄧᚊcད˟ै༉ಁඖɾ1,536,953,000 พʥԯˢ՞ց༅ଐɾै༉ذAnnual Report 2010 of change in accounting policy under HKAS 17 (Amendment). ಋʏɰʗᗘϭ ɠΔe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 155
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
พᚬऩ Notes to the Consolidated Financial Statذೕࢄɾ܃Аˀܛ .PROPERTY INTERESTS HELD FOR FUTURE 25 .25 DEVELOPMENT
2010 2009
ഽڃٲHK$’000 HK$’000 ၃ল৻ం ɝಋʏ ɝಋʏ
Cost ι̯ ȹ˂ȹˀʥɊɀ˂ɍɊȹˀ 71,118 71,118כ At 1st January and 31st December
Impairment loss ಕࠤᑋฌ
ements (ȹ˂ȹˀʥɊɀ˂ɍɊȹˀ (71,118) (71,118כ At 1st January and 31st December
Carrying amounts ሏࠍࠤ – – ȹ˂ȹˀʥɊɀ˂ɍɊȹˀכ At 1st January and 31st December
ɻਝϓכพᚬऩȽϽذАೕࢄඖ͌ɾܛ The property interests held for a development project are located in ɀཌྷཌྷɄαȾ˂ɍɊכChenghai Royal Garden, Shantou, the PRC. On 30th September, ̟ᅰࣵࣵᗫ٦්e พᚬऩɰˮਕʀ̯ذАೕࢄඖ͌ܛthe property interests held for the development project was ˀc ,2008 ȹȾȾɀαכᙔʔ̇e࣓ኣڃdisposed to a wholly-owned subsidiary of the Company. Under a ʔ̇ɾͲ༅ Contract for Pre-registration of Grant of State-owned Land Use Right Ʉ˂ʄˀၤᅰࣵΔਂѫ͓߯ɾਝτɠΔ (the “Contract”) with the district bureau of Chenghai dated 5th Ԛ͂ᚬདc̯එ྆ɰʻ˟ Һցɺ൬ϷᄩΔc܃e̯එ྆ԯټAugust, 1992, the Group had made certain down payment. However, ߗɳց eټthe Group subsequently determined not to proceed with the land Ԏୄ˅ʥ߬ұঽᑹց requisition and requested for refund.
ϓ̟ɻज़כɀཌྷཌྷʄα̒˂c̯එ྆כ In April 2005, the Group commenced legal proceedings at the Shantou City Intermediate People’s Court (the “Intermediate Court”) Ɂ̵ؒɻज़ؒΉϓ̟ஃིၤਝ ೡѵcୄ܁to terminate the Contract with the Shantou City Planning and State- ɠ༅ѫᅰࣵѫࢄؒ ॶᆢց˿ЯνΑॗಁᔾ̰כowned Land Resources Bureau (“Chenghai Bureau”). In view of the ˅eͅ ɀཌྷכuncertainty in the recoverability of the amount claimed and any ʥ࣓ኣɾԯˢᚬऩc̯එ྆ɰ other entitlements under the Contract, the Group had made a full ཌྷ̒αగಕࠤᑋฌАˮ71,118,000ಋʏɾ provision for an impairment loss of HK$71,118,000 during 2004. Ͳᅕᅆௐe
ɀཌྷཌྷʒαɊɀ˂ɀɊɄˀcɻज़ؒכ On 28th December, 2006, the Intermediate Court made a judgment כin favour of the Group. However, Chenghai Bureau submitted an РҺസց̯එ྆േeಳϤcᅰࣵѫ ঢ়ज़Ɂޘapplication of appeal to the High People’s Court of Guangdong ɀཌྷཌྷȼαȹ˂ɀɊɍˀΉᄤ Province (the “High Court”) on 23rd January, 2007 and the Group ̵ؒঢ়ज़ؒొ͚ɐേ͇ᇼcϤ̯
ɀཌྷཌྷȼαɀ˂ɊɍˀΉঢ়ज़ ɀཌྷȹཌྷααంכalso sent out a reply to the High Court on 13th February, 2007. එ྆͛ɰ ొ͚ΑᎶeؒ
ജɁ
พඑ྆ 156
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
พᚬऩᙩذೕࢄɾ܃Аˀܛ .PROPERTY INTERESTS HELD FOR FUTURE 25 .25 DEVELOPMENT (Cont’d)
ements
ɀཌྷཌྷȼαʒ˂ɀɊȼˀcঢ়ज़ؒઅכ On 27th June, 2007, the High Court accepted the application of appeal by the Chenghai Bureau and made the judgment as follows: Շᅰࣵѫɾɐേ͇ᇼԎАˮΣɎРҺi ɀཌྷཌྷʒαɊɀ˂ɀɊכthe judgment made by the Intermediate Court on 28th (1)࿄ሻɻज़ؒ (1) December, 2006 was revoked; and (2) the case was remitted to ɄˀАˮɾРҺhʥ(2)࣐ͧঽΑϭɻ ɀཌྷཌྷȼαɄ˂ɀɊכthe Intermediate Court for rehearing. On 22nd August, 2007, the ज़ؒࠇณe ʒ˂ʑࠇณכIntermediate Court accepted for rehearing the case within six months. ɀˀcɻज़ؒઅՇ
ഽڃٲ၃ল৻ం ࣐ͧe
ผكɀཌྷཌྷɄαɀ˂ɊɄˀcɻज़ؒכ On 18th February, 2008, the Intermediate Court notified the Group ʒ˂ϭɀཌྷཌྷɄαٽthat the trial period had been extended for six months to August ̯එ྆ᄗ౨֝
Notes to the Consolidated Financial Stat to the Consolidated Notes 2008. Ʉ˂e
ɀཌྷཌྷɄαɄ˂Ɋɀˀcɻज़ؒɎ༠כ On 12th August, 2008, the Intermediate Court issued the civil ruling of dismissing the Group’s civil claim. The Group initiated an ̵ԑസց࣊მΑ̯එ྆ؿ̵ԑॗeνԷ c̯එ྆Ήঢ়ज़͇ؒᇼɐ܃application for appeal to the High Court after receiving the ruling സց࣊ ɀཌྷཌྷɄαȾ˂ɀˀႮ͚͇ᇼֺכand submitted all legal documents required in the application on േcԎ ɀཌྷཌྷɄαכʼͧeঢ়ज़ؒ܁2nd September, 2008 that the appeal was rejected on 17th ؿͲؒ כDecember, 2008. On 1st June, 2009, the Group has submitted all Ɋɀ˂Ɋȼˀೕˮസց࣊მΑɐേe legal documents and application for appeal to the Supreme People’s ɀཌྷཌྷȾαʒ˂ȹˀc̯එ྆ɰΉɻਝ Court (the “Supreme Court”). On 27th July, 2009, the Supreme ঢ়Ɂ̵ؒঢ়͇ؒᇼɐേԎႮ͚ ɀཌྷཌྷȾαכʼͧe܁Court notified the Group that the application of appeal was ͇ᇼֺؿͲؒ كprocessing. ȼ˂ɀɊȼˀc̯එ྆ɰᏵঢ়ؒ ɐേ͇ᇼೡѵ̳Ε୮ଉɻe
ɀཌྷཌྷȾαɊȹ˂ɀɊɍˀcঢ়ؒכ On 23rd November, 2009, the Supreme Court made the judgment ঢ়ज़ؒʹᄗ˥ܞ(as follows: (1) order the High Court to rehear the case; and (2) АˮΣɎസցi(1 suspend the execution of the original judgment during the rehearing. ࣐hʥ(2)ʹᄗ౨ංcɻ˅ࡈസցؿਨϷe
ɀཌྷȹཌྷαȾ˂ȼˀcঢ়ज़ؒɎ༠̵כ On 7th September, 2010, the High Court made the judgment as כfollows: (1) the judgment made by the High Court on 17th ԑസց࣊cസցi(1)࿄ሻঢ়ज़ؒ December, 2008 and the judgment made by the Intermediate Court ɀཌྷཌྷɄαɊɀ˂ɊȼˀАˮɾസցʥɻ ɀཌྷཌྷɄαɄ˂ɊɀˀАˮɾസכon 12th August, 2008 were revoked; and (2) the case was remitted ज़ؒ to the Intermediate Court for rehearing. ցhʥ(2)࣐ͧೕΑɻज़ؒࠇᄗe
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 157
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
26. INTANGIBLE ASSETS 26. ಲѼ༅ଐ Notes to the Consolidated Financial Stat
Trading and exchange
ഽڃٲrights Trademark Total ၃ল৻ం ൕሒ ᚬ ਆᅟ ߮מʥൗ HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ
Cost ι̯
ements ɀཌྷཌྷȾαȹ˂ȹˀdכ ,At 1st January, 2009 31st December, 2009 ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ and 31st December, 2010 ʥɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ 2,705 14,300 17,005
Amortisation and ᚫሻʥಕࠤ impairment ɀཌྷཌྷȾαȹ˂ȹˀ 2,705 4,290 6,995כ At 1st January, 2009 Amortisation for the year ̯α۹ᚫሻ – 2,860 2,860
ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ 2,705 7,150 9,855כ At 31st December, 2009 Amortisation for the year ̯α۹ᚫሻ – 2,860 2,860
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ 2,705 10,010 12,715כ At 31st December, 2010
Carrying amounts ሏࠍࠤ ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ – 4,290 4,290כ At 31st December, 2010
ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ –7,1507,150כ At 31st December, 2009
ɾԯˢٲThe amortisation expense has been included in the other expenses ᚫሻʻɰ߮Ƀ၃Ͳࠍνऩం in the consolidated statement of comprehensive income. ʻe
The above intangible assets have definite useful lives. Such intangible ɐ߸ಲѼ༅ଐԮτܫց˿Ԛ͂α౨cԎ˞ ʄαᚫሻeܘᇃؒق .assets are amortised on a straight-line basis over five years
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 158
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ 27. GOODWILL 27. ਆᙷ ements HK$’000 ɝಋʏ
Cost ι̯ ɀཌྷཌྷȾαȹ˂ȹˀ 56,058כ At 1st January, 2009 (ᙔʔ̇ࣂୄ˅ᆢႏ (1,369ڃDerecognised on deemed disposal of a subsidiary ഼Аˮਕȹං
ഽڃٲ၃ল৻ం ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀכ At 31st December, 2009 and 31st December, 2010 bʥɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ 54,689
Notes to the Consolidated Financial Stat to the Consolidated Notes Impairment ಕࠤ ɀཌྷཌྷȾαȹ˂ȹˀdכ At 1st January, 2009, 31st December, 2009 and 31st December, 2010 bɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ bʥɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ 47,748
Carrying amounts ሏࠍࠤ ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ 6,941כ At 31st December, 2010
ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ 6,941כ At 31st December, 2009
Impairment testing of goodwill ਆᙷಕࠤಡ
ټFor the purpose of impairment testing, goodwill has been allocated గಕࠤಡϤӰcਆᙷɰʗϭɎͶଊ ɀཌྷȹཌྷαʥɀཌྷཌྷȾαכto the following cash-generating unit. The carrying amount of goodwill ଐ́௰Ͻe (net of accumulated impairment losses) as at 31st December, 2010 Ɋɀ˂ɍɊȹˀcਆᙷɾሏࠍࠤκୃ߮ and 2009 is allocated as follows: ಕࠤᑋฌʗΣɎi
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
พ 6,941 6,941ذInvestment properties ҙ༅
ᔾȽټพพ৻ɾਆᙷ˿νΑذAnnual Report 2010 The recoverable amount of the goodwill allocated to investment ʗϭҙ༅ ݚ൴དಡcԎټproperties business was assessed by reference to value-in-use model ࣓ኣ໎ԑผғɾʄαଊ ിЅਆᙷכwhich based on a five-year cash flow projection approved by the ϣԚ͂ძࠤᅡβ൬ϷിЅe Directors. A discount rate of approximately 11.67% (2009: 15.35%) ɾ˿νΑೡ۹ࣂcԚ͂ძࠤᅡβઔ͂ɾα per annum was applied in the value-in-use model when assessing ൎଊଅݯ11.67ɀཌྷཌྷȾαi15.35 the recoverability of the goodwill. e
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 159
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 27. GOODWILL (Cont’d) 27. ਆᙷᙩ
ݚ൴དಡࣹʥΛඖஉʥЅ߮eټThere are a number of assumptions and estimates involved for the ᇁႇଊ ٲඑ྆ဳଉᄙ࣓ኣ༦̯֡ͅܢ˳preparation of the cash flow projection. Key assumptions included ˚߬உ
ഽڃٲgross margin and discount rate which are determined by the ଊʥԯྦྷ-̟ೕࢄདಡᔤցɾˉСଅʥൎ ၃ল৻ం management of the Group based on past performance and its ଊଅeˉСଅȽད့ˉСଅcϤֺઔ͂ɾ ᗐɾޚၤϷพܮcԎʦکݯೢڬexpectation for market development. Gross margin are budgeted ൎଊଅ gross margin. The discount rate used is pre-tax and reflect specific ऋցࠓ፮e risks relating to the industry.
28. INTERESTS IN ASSOCIATES 28. ᐲᏪʔ̇ᚬऩ
ements
31st December, 31st December, 1st January, 2010 2009 2009 ɀཌྷȹཌྷα ɀཌྷཌྷȾα ɀཌྷཌྷȾα Ɋɀ˂ɍɊȹˀ Ɋɀ˂ɍɊȹˀ ȹ˂ȹˀ HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ (Restated) (Restated) ࠇͶ ࠇͶ
Cost of investment in associates ҙ༅ᐲᏪʔ̇ι̯ ɐ̟ 283,667 283,667 283,667ڈ Unlisted
Share of post-acquisition profits ᚫЌνᑪ܃ึС and other comprehensive ʥԯˢͲࠍνऩ income, net of κɰνٖࢠ dividend received 760,389 741,218 570,423
1,044,056 1,024,885 854,090
АݯԯᐲᏪʔ̇ᏵړThe Company provided corporate guarantee to secure bank loans ̯ʔ̇ొԜʔ̇ኪ ɾʔ̡ࠤړeল৻ኪאgranted to its associates. The fair value of the financial guarantee ႺϷ൘ಁɾ contract was determined by Norton Appraisals, independent qualified ͅዟ͓༅ࣟਿพЅࠤౝਝᔤցc ʑᆢႏٲؗంرඑ྆ɾ၃ল৻̯כprofessional valuers, and it was recognised as interests in associates Ԏɰ ߲ඦeړand financial guarantee liabilities in the Group’s consolidated ݯᐲᏪʔ̇ᚬऩʥল৻ኪ statement of financial position.
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀɾ˚ ɀཌྷȹཌྷααంכParticulars of the Group’s principal associates at 31st December, ̯එ྆ ഽ56eڃכare set out in Note 56. ߬ᐲᏪʔ̇ੱ༗ 2010
ജɁ
พඑ྆ 160
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
28. INTERESTS IN ASSOCIATES (Cont’d) 28. ᐲᏪʔ̇ᚬऩᙩ
݇ړพɰͅذements The investment properties held by the Group’s principal associates ̯එ྆˚߬ᐲᏪʔ̇ɾҙ༅ ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ൬Ϸࠇכwere revalued at 31st December, 2010 by B.I. Appraisals. The ਝ valuation, which conforms to The Hong Kong Institute of Surveyors ЅeЅࠤȽፓΨࠗಋಡ൴ነผֺཕ̠ cԎخɀཌྷཌྷʄαȹڬพЅࠤๅذValuation Standards on Properties (1st Edition 2005) published by ɾ ࠤݯਥๅ൬ϷࠇЅe̟ܘ The Hong Kong Institute of Surveyors, was based on market value basis.
ഽڃٲ၃ল৻ం The summarised financial information in respect of the Group’s ̯එ྆ɾᐲᏪʔ̇ɾল৻༅ࢿล߸ΣɎi associates is set out below:
2010 2009
Notes to the Consolidated Financial Stat to the Consolidated Notes HK$’000 HK$’000 ɝಋʏ ɝಋʏ (Restated) ࠇͶ
Total assets ༅ଐᐢࠤ 23,707,985 13,997,358 Total liabilities ߲ඦᐢᔾ (21,649,668) (12,477,225)
Net assets ૱༅ଐ 2,058,317 1,520,133 ᚬऩ 9,293 20,167ٖઁڈ Non-controlling interests
2,067,610 1,540,300
Group’s share of net assets ̯එ྆ᚫЌᐲᏪʔ̇૱༅ଐ of associates 1,044,056 1,024,885
Revenue νɃ 413,683 282,617
Profit for the year ̯α۹ึС 165,633 315,645
Group’s share of result of ̯එ྆ᚫЌᐲᏪʔ̇ associates for the year ̯α۹พᐜ 56,580 144,806
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 161
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
29. ADVANCES TO ASSOCIATES 29. ྌ˟ᐲᏪʔ̇ಁඖ Notes to the Consolidated Financial Stat
2010 2009 HK$’000 HK$’000
ഽڃٲɝಋʏ ɝಋʏ ၃ল৻ం
Interest bearing advances ྌ˟ᐲᏪʔ̇ɾ߮ࢠಁඖ to associates 109,052 137,556 Interest-free advances to associates ྌ˟ᐲᏪʔ̇ɾЛࢠಁඖ 1,454,635 1,793,565
1,563,687 1,931,121
ements
eאThe advances to associates are unsecured. An approximately ྌ˟ᐲᏪʔ̇ಁඖݯಲ ɀཌྷȹɍαכHK$954,231,000 was expected to be repayable in 2013 and the 954,231,000ಋʏɾಁඖད౨ ݚ৽ֲሔeగڈamount is therefore shown as non-current. For the remaining ᑹcΐϊ೩ಁඖͶА HK$609,456,000, the Group will not demand for repayment within ɾ609,456,000ಋʏc̯එ྆ɺผ߬ұ ంй౨̱߮ȹαʑᑹcΐϊ೩ಁכ one year from the end of the reporting period and the advances are ݚ৽ֲሔeྌ˟ᐲᏪʔ̇ɾ߮ࢠڈtherefore shown as non-current. The interest bearing advances to ඖͶА associates bear interest at the prevailing market rates. The Directors ಁඖ˞ࣂɾ̟ࠥ൘Сଅ߮ࢠeϤЛࢠ ంй౨כܘڬంй౨̱ɾʔ̡ࠤcכconsider that the fair values of the interest-free advances at the end ྌಁ ټof the reporting period, determined based on the present values of ̱ɾࣂ̟ࠥ൘Сଅൎଊད̰߮Ԟଊ כthe estimated future cash flows discounted using the prevailing ݚ൴ɾଊࣂძࠤᅕЅ߮c໎ԑผႏݯ market rates at the end of the reporting period, approximate to ంй౨̱ʔ̡ࠤၤԯሏࠍࠤޚߗe their carrying amounts.
30. INTERESTS IN JOINTLY CONTROLLED 30. ͳઁԹዀ࿚ᚬऩ ENTITIES
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
Share of net assets of ᚫЌͳઁԹዀ࿚૱༅ଐ jointly controlled entities – –
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 162
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
30. INTERESTS IN JOINTLY CONTROLLED 30. ͳઁԹዀ࿚ᚬऩᙩ ENTITIES (Cont’d)
ements
כτɾ̯එ྆ͳઁԹዀ࿚ܛDetails of the Group's jointly controlled entities which are held ̯ʔ̇ංઅ indirectly by the Company at 31st December, 2010, are as follows: ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀɾੱΣɎi
Proportion of nominal value of issued Name of jointly Form of business Place of share capital held Principal
ഽڃٲ၃ল৻ం ɰೕϷ activitiesܛcontrolled entity and structure incorporation ֺ Ѽβ ഽ˫ι͓Δᒨ ٖ̯ࠍࠤˈଅ ˚߬พ৻ۺͳઁԹዀ࿚Ίီ พ৻ୂ
Golden Royce Incorporated Hong Kong 31.77% Dormant
Notes to the Consolidated Financial Stat to the Consolidated Notes Investment Limited ഽ˫ι͓ ࠗಋ ᅗಲᏪพ ഠҙ༅τࠉʔ̇ټ
Top Grade Assets Incorporated British Virgin Islands 40.97% Dormant Limited ഽ˫ι͓ ߜᙔၐဍԕະࢌ ᅗಲᏪพ
Upgrade Properties Incorporated British Virgin Islands 40.97% Dormant Limited ഽ˫ι͓ ߜᙔၐဍԕະࢌ ᅗಲᏪพ
The summarised financial information in respect of the Group’s jointly ̯එ྆ɾͳઁԹዀ࿚ɾল৻༅ࢿล߸ controlled entities is set out below: ΣɎi
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
Total assets ༅ଐᐢࠤ – 4,247 Total liabilities ߲ඦᐢᔾ (160,138) (160,395)
Net liabilities ૱߲ඦ (160,138) (156,148)
Net assets attributable to the Group ̯එ྆ᚫЌ૱༅ଐ – –
Annual Report 2010
Revenue νɃ – –
(Loss for the year ̯α۹ᑋฌ (3,989) (10
Profit for the year attributable ̯එ྆ᚫЌ – – to the Group ̯α۹ึС
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 163
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ਕҙ༅ Notes to the Consolidated Financial Statۿ .AVAILABLE-FOR-SALE INVESTMENTS 31 .31 iܢ˳ਕҙ༅ۿ :Available-for-sale investments comprise
ഽڃٲ၃ল৻ం 2009 2010 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
Listed investments: ɐ̟ҙ༅i ࠗಋɐ̟ɾٖ̯ᖬԴכ – Equity securities listed – in Hong Kong – 1,312,297
ements
ɐ̟ᖬԴiڈ :Unlisted securities Equity securities – ٖ̯ᖬԴ – ࠗಋഽ˫ 152,463 200,476כ incorporated in Hong Kong ԯˢΔਂഽ˫ 3,899 3,899כ incorporated in elsewhere
156,362 1,516,672 Debt securities ඦ৻ᖬԴ 262,690 254,945 ඦԴ 15,731 15,731مClub debentures ผ
434,783 1,787,348
– (Less: Current ಕiݚ৽ֲሔ (100,704
ݚ৽ֲሔ 334,079 1,787,348ڈ Non-current
Debt securities comprise: ඦ৻ᖬԴ˳ܢi
ݚ৽༅ଐڈ Non-current assets ഽ1 – 41,121ڃListed floating rate note (Note 1) ɐ̟ࣺࢠኣ ഽ2 102,748 139,821ڃɐ̟ࣺࢠኣڈ (Unlisted floating rate notes (Note 2 ഽ3 59,238 74,003ڃɐ̟ցࢠኣڈ (Unlisted fixed rate notes (Note 3
161,986 254,945
Current assets ݚ৽༅ଐ – ഽ1 38,976ڃListed floating rate note (Note 1) ɐ̟ࣺࢠኣ
ɀཌྷȹཌྷααం – ഽ2 46,055ڃɐ̟ࣺࢠኣڈ (Unlisted floating rate notes (Note 2 – ഽ3 15,673ڃɐ̟ցࢠኣڈ (Unlisted fixed rate notes (Note 3
100,704 –
ജɁ
262,690 254,945
พඑ྆ 164
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ਕҙ༅ᙩۿ .AVAILABLE-FOR-SALE INVESTMENTS (Cont’d) 31 .31
ഽiڃ :ements Notes
ԯˢΔਂɐ̟cԷ౨ˀݯכThe floating rate note listed elsewhere with maturity date in 1. ࣺࢠኣ .1 ᅩݘܘࣺ৽ࢠଅܘOctober 2011 carries floating interest at EURIBOR plus 0.2% per ɀཌྷȹȹαɊ˂cԎ ࢠଅ˱αСଅ0.2့߮eזannum. ႺϷพ
ɐ̟cԷ౨ˀʍ˝ɀཌྷȹȹαڈThe floating rate notes are unlisted with maturity dates ranging 2. ࣺࢠኣݯ .2 from July 2011 to January 2014 and carry floating interest at ȼ˂ϭɀཌྷȹ̒αȹ˂cԎܘࣺ৽ࢠଅ ࢠଅ˱αСଅ0.23ז࠷ႺϷพܘ LIBOR plus 0.23% to 0.35% per annum, payable on quarterly or
ഽ half-yearly basis. ϭ0.35့߮cҰտ۹ֶ˸αʻ˟eڃٲ၃ল৻ం
ɐ̟ඦ৻ᖬԴcԷ౨ˀʍڈThe fixed rate notes are unlisted debt securities with maturity 3. ցࢠኣݯ .3 dates ranging from February 2011 to March 2016 and carry fixed ˝ɀཌྷȹȹαɀ˂ϭɀཌྷȹʒαɍ˂c interest at 4.75% to 7.00% per annum. Ԏܘ՞ցαСଅ4.75ϭ7.00့߮e
Notes to the Consolidated Financial Stat to the Consolidated Notes
ɐڈɐ̟ʥܢ˳For listed investments and both listed and unlisted debt securities, గɐ̟ҙ༅ʥඦ৻ᖬԴ ֺʥמᗐᖬԴ͚ޚthe fair values are determined based on the quoted market bid ̟ϤӰcʔ̡ࠤȽ࣓ኣ prices available on the relevant stock exchanges and on the industry ϷพᗘПֺంؿ̟ൕᆚძᔤցe group.
ɐ̟ٖ̯ᖬԴϤӰcʔڈࠗಋഽ˫ɾכFor unlisted equity securities incorporated in Hong Kong, the fair గ ݚ൴Ѕࠤؒᔤցcϊټvalue is determined based on discounted cash flow valuation ̡ࠤȽઔ͂ൎଊଊ ʍ˝యСଅಕ1ϭܘtechniques, with assumption on discount rates ranging from 1% Ѕࠤؒྦྷ below Prime to Prime and no earning growth factor were used. యСଅɾСଅൎଊ൬Ϸஉc͛ಲԚ͂ޔ ցݯಔ̨ႺϷވΐॖeయСଅٽPrime is defined as HK$ best offered rate quoted from time to time Сᄈ by Standard Chartered Bank. If the discount rate to the valuation ɺࣂంძɾಋʏయСଅe࠱ፏɃЅࠤ ɺᛰcൎଊଅɐʠþࠌܛmodel was 10% higher/lower while all other variables were held ؒcԯˢᛰᅕၐ ɐ̟ٖ̯ᖬԴҙ༅ɾሏࠍࠤڈڬconstant, the carrying amounts of the unlisted equity securities Г10%c investments would decrease/increase by HK$2,054,000 (2009: ੀಕʭþᄈ˱2,054,000ಋʏɀཌྷཌྷȾαi HK$3,003,000). 3,003,000ಋʏe
ਕҙ༅ɾਝഽ˫ɾӝɁዀ࿚ۿFor both unlisted equity securities issued by private entities గʗᗘݯ ඦԴϤمɐ̟ٖ̯ᖬԴ˞ʥผڈincorporated in the United States of America, and the club ೕϷɾ ඦԴؿمЅ߮೩ٖ̯ᖬԴʥผכdebentures classified as available-for-sale investments, they are Ӱcͅ ޅstated at cost less impairment loss at the end of the reporting period ଉʔ̡ࠤࣂֺϣᄬɾஉΐॖᆲ because the range of reasonable fair value estimates is so significant ᄤc໎ԑผႏݯ̰ॶ˿ቌΔጫ൴ԯʔ̡ ంйܘඦԴمϊ೩ٖ̯ᖬԴผܨthat the Directors consider that their fair values cannot be measured ࠤc reliably. During the years ended 31st December, 2010 and 2009, ౨̱ɾι̯κಕࠤᑋฌɃሏe
Annual Report 2010 ɀཌྷȹཌྷαʥɀཌྷཌྷȾαɊɀ˂ɍɊȹכ the Group identified no impairment loss related to the unlisted equity ɐ̟ٖ̯ᖬԴลಲڈsecurities. ˀ˅α۹c̯එ྆ɾ ᆢႏಕࠤᑋฌe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 165
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat ٖઁڈADVANCES TO INVESTEE COMPANIES AND 32. ྌ˟અՇҙ༅ʔ̇ʥ .32 NON-CONTROLLING SHAREHOLDERS ٖಁඖ
(a) The advance made to an investee company, of approximately (a) ྌ˟ȹංઅՇҙ༅ʔ̇ಁඖ
ഽڃٲHK$192,000 (2009: HK$285,000), with principal purpose 192,000ಋʏ ɀཌྷཌྷȾαi285,000 ၃ল৻ం พೕࢄඖ͌ొذof providing second mortgage for a property development ಋʏc˚߬ݯȹඖ ࣂɾܘʥאcಁඖȽಲܘproject, which is unsecured and interest-bearing at prevailing Ԝɀ market rate. The advance made to another investee company, ̟Сଅ߮ࢠeྌ˟̊ȹංઅՇҙ༅ of approximately HK$344,687,000 (2009: HK$328,193,000) ʔ̇ಁඖ344,687,000ಋʏ ɀཌྷ with principal purpose of providing fund for a property ཌྷȾαi328,193,000ಋʏc˚߬ݯ พೕࢄඖ͌ొԜ༅ذdevelopment project at West Kowloon Reclamation Area, ϹȾ᎘ිࣵਂɾ
ements ʥЛࢠe̯එ྆אcಁඖȽಲټ which is unsecured and interest-free. The Group will not ȹαʑᑹcྌ˟અՇҙכdemand for repayment within one year and both advances ɺผ߬ұ ڈɾಁඖяͶАٖٖઁڈare therefore shown as non-current. ༅ʔ̇ʥ ݚ৽ֲሔe
כThe Directors consider that the fair values of the advances to ໎ԑผႏݯྌ˟અՇҙ༅ʔ̇ಁඖ investee companies at the end of the reporting period ంй౨̱ɾʔ̡ࠤၤԯሏࠍࠤޚߗe approximate to their carrying amounts.
ʥЛאಁඖȽಲٖٖઁڈ˟b) The advances made to non-controlling shareholders are (b) ྌ) ȹαʑככunsecured and interest-free. The Group will not demand for ࢠe̯එ྆ɺผ߬ұ ݚ৽ֲሔeڈͶАܨrepayment within one year and are therefore shown as non- ᑹc current.
ంй౨̱ɾʔכಁඖٖٖઁڈ˟The Directors consider that the fair values of the advances to ྌ non-controlling shareholders at the end of the reporting period, ̡ࠤȽܘంй౨̱ɾࣂ̟Сଅൎ ݚ൴Ϥ့߮ˮɾଊټdetermined based on the present value of the estimated future ଊԯЅ̰߮Ԟଊ ంй౨̱ʔכcash flows discounted using prevailing market rate at the end ࠤᔤցc໎ԑผႏݯ of the reporting period, approximate to their carrying amounts. ̡ࠤၤԯሏࠍࠤޚߗe
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 166
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ 33. LOANS RECEIVABLE 33. Ꮆν൘ಁ ements 2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
౨൘ಁٽɾᎶνאLong term loans receivable, secured τ ݚ৽ֲሔ 78 240ڈ Non-current Current ݚ৽ֲሔ 41 59,889
ഽڃٲ၃ল৻ం
119 60,129
ɾԯˢ൘ಁʥאOther loans and advances, ಲ
Notes to the Consolidated Financial Stat to the Consolidated Notes unsecured ಁඖ – –
119 60,129
Less: Amounts due within ಕiȹαʑԷ౨ԎͶАݚ৽ one year shown ༅ଐɾಁඖ under current assets (41) (59,889)
Amounts due after one year ȹα܃Է౨ɾಁඖ 78 240
Loans receivable comprise: Ꮆν൘ಁ˳ܢi
Effective Carrying amounts Maturity date Collateral interest rate ሏࠍࠤ ྡྷСଅ 2010 2009א Է౨ˀ HK$’000 HK$’000 ɝಋʏ ɝಋʏ
Loans receivable 17th September, 2013 Properties Prime พ యСଅ 119 319ذ Ꮆν൘ಁ ɀཌྷȹɍαȾ˂Ɋȼˀ
Loans receivable 17th June, 2010 Properties Prime พ యСଅ – 19ذ Ꮆν൘ಁ ɀཌྷȹཌྷαʒ˂Ɋȼˀ
Annual Report 2010 Loans receivable 19th January, 2010 Unlisted equity Prime – 1% Ꮆν൘ಁ ɀཌྷȹཌྷαȹ˂ɊȾˀ securities ɐ̟ٖ̯ యСଅڈ ᖬԴ ಕȹ – 59,791
119 60,129
The Directors consider that the fair values of the Group’s loans ໎ԑผႏݯ̯එ྆Ꮆν൘ಁɾʔ̡ࠤၤԯ receivable approximate to their carrying amounts. ሏࠍࠤޚߗe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 167
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ጪ༅ଐ Notes to the Consolidated Financial StatټOTHER FINANCIAL ASSETS 34. ԯˢ .34
Φಁא (a) Pledged deposits (a)
ഽڃٲጪ ၃ল৻ంټʀႺϷʥԯˢאܞThe amount represents deposits pledged to banks and other ϊಁᔾ ൘ɾΦಁeڌfinancial institutions to secure credit facilities granted to the ዀ࿚cАݯʀ̯එ྆ Group. Deposits amounting to approximately HK$24,035,000 24,035,000ಋʏɀཌྷཌྷȾαi HK$1,088,845,000) have been pledged to secure 1,088,845,000ಋʏɾΦಁɰАݯ :2009) cԎΐϊʗᗘݯݚ৽אshort-term borrowings and are therefore classified as current ౨ࠥ൘ɾ assets. The remaining deposits amounting to approximately ༅ଐeɎ163,031,000ಋʏΦಁ HK$163,031,000 (2009: HK$27,840,000) have been ɀཌྷཌྷȾαi27,840,000ಋʏɰА
ements cԎΐϊʗᗘא౨൘ಁɾٽpledged to secure long-term borrowings and are therefore ݯ ݚ৽༅ଐeڈclassified as non-current assets. ݯ
The deposits carry interest rate at prevailing market rate. The ˞ɐΦಁ߮ࢠcСଅݯࣂ̟ɾС τᗐࠥ൘ᏵᑹכΦಁੀאpledged deposits will be released upon the settlement of ଅeϊ ంй౨̱ɾʔ̡ࠤכrelevant borrowings. The fair values of the deposits at the ࣂeϊΦಁ end of the reporting period approximate to their carrying ၤԯሏࠍࠤޚߗe amounts.
ሏඖʥΦಁמb) Securities trading receivables and deposits (b) ᎶνᖬԴ͚)
ሏඖʥΦಁ˚߬ݯᎶνמSecurities trading receivables and deposits are mainly amounts ᎶνᖬԴ͚ due from clearing house, brokers and clients. The fair value ့ֺdᖬԴʥ۪ʸಁඖeϊᎶ ంй౨̱ɾכሏඖʥΦಁמof the securities trading receivables and deposits at the end νᖬԴ͚ of the reporting period approximate to their carrying amounts. ʔ̡ࠤၤԯሏࠍࠤޚߗe
ټc) Time deposits, bank balances and cash (c) ց౨ΦಁdႺϷʥଊ)
The deposits carry interest rate at prevailing bank savings ΦಁɾСଅݯࣂႺϷɾΦಁСଅc ȹ˂ʑԷ౨e໎ԑผႏݯց౨כdeposits rate and mature within one month. The Directors Ԏ ంй౨̱ɾכټconsider that the fair values of the time deposits, bank balances ΦಁdႺϷʥଊ and cash at the end of the reporting period approximates to ʔ̡ࠤၤԯሏࠍࠤޚߗe their carrying amounts.
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 168
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ พΦஒذ .STOCK OF PROPERTIES 35 .35 ements 2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
พ 314,775 667,508ذCompleted properties ѧι พذАˮਕɾೕࢄɻܛ Properties under development held for sales 4,304,354 4,175,136
ഽڃٲ၃ল৻ం
4,619,129 4,842,644 พذАˮਕɾೕࢄɻܛLess: Impairment loss recognised ಕi
Notes to the Consolidated Financial Stat to the Consolidated Notes in respect of properties ɾɰᆢႏಕࠤᑋฌ under development held for sales (279,467) (279,467)
4,339,662 4,563,177
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀc໎ԑผכ At 31st December, 2010, the Directors reviewed the carrying พɾଊࣂ̟ྊذАˮਕɾೕࢄɻܛamounts of the properties under development held for sales with ϣ АܛਝొԜɾЅ߮ሒძcᄗቇ݇ړreference to current market situation and the estimated selling price ʥͅ ɀཌྷȹཌྷכพɾሏࠍࠤeذof the properties under development held for sales provided by B.I. ˮਕɾೕࢄɻ Appraisals. No impairment loss was made during the years ended αʥɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹ʑ 31st December, 2010 and 2009. ลಲͨЄಕࠤᑋฌe
36. INVESTMENTS HELD-FOR-TRADING 36. ܛАൕሒɾҙ༅
Investments held-for-trading comprise: ܛАൕሒɾҙ༅˳ܢi
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
Listed investments: ɐ̟ҙ༅i ࠗಋɐ̟ɾٖ̯ᖬԴכ – Equity securities listed – in Hong Kong 2,127,565 643,954
Annual Report 2010 – ԯˢΔਂɐ̟ɾٖ̯ᖬԴ 294,501כ – Equity securities listed elsewhere –
2,422,066 643,954
The fair values of the investments held-for-trading are determined ܛАൕሒɾҙ༅ɾʔ̡ࠤȽ࣓ኣޚᗐᖬԴ ֺɾ̟ൕɃంძᔤցeמbased on the quoted market bid prices available on the relevant ͚ stock exchanges.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 169
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ʔ̡ Notes to the Consolidated Financial Statܮցݯ༦ฌऩ˞ʦܞ .FINANCIAL ASSETS DESIGNATED AS AT FAIR 37 .37 ጪ༅ଐټVALUE THROUGH PROFIT OR LOSS ࠤɾ
ጪ༅ଐټʔ̡ࠤɾܮցݯ༦ฌऩ˞ʦܞ Financial assets designated as at fair value through profit or loss
ഽڃٲi ၃ল৻ంܢ˳ :comprise
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
Bonds: ඦԴi
ements
– ݚ৽ֲሔ 3,101,417ڈ Non-current Current ݚ৽ֲሔ 2,084,012 728,238
5,185,429 728,238
Major terms of the bonds are as follows: ඦԴɾ˚߬ʑࢀΣɎi
Notional amount Maturity Ίຮᅕᔾ Է౨ˀ
AUD 2,000,000 2013 2,000,000ዌʏ ɀཌྷȹɍα EUR 30,000,000 2015 30,000,000ᅩʏ ɀཌྷȹʄα RMB 650,000,000 2015 Ɂ̵ྫྷ650,000,000 ɀཌྷȹʄα USD 59,000,000 2011 59,000,000ʏ ɀཌྷȹȹα USD 412,000,000 2015 412,000,000ʏ ɀཌྷȹʄα USD 24,000,000 2017 24,000,000ʏ ɀཌྷȹȼα
The bonds dominated in Euro are callable and carry fixed rate at ˞ᅩʏ့߮ɾඦԴݯ˿ᚿΑcԯαࢠݯ՞ per annum, the bond dominated in USD carry fixed rate ցαСଅ9.25c˞ʏ့߮ɾඦԴݯ՞ց 9.25% range from 6% to 13.5% per annum of which USD78,000,000 are αСଅ6ϭ13.5cԯɻ78,000,000ʏ callable and the bonds dominated in AUD and RMB carry fixed rate ɾඦԴݯ˿ᚿΑcԯˢዌʏʥɁ̵ྫྷ့߮ at 6.25% and 8% per annum respectively. ɾඦԴʗПݯ՞ցαСଅ6.25ʥ8e
ంй౨̱˞ʔ̡ࠤ߮൴ɾʔ̡ࠤȽכThe bonds are measured at fair values at the end of the reporting ඦԴ period, their fair values are determined by reference to bid prices ࣓ኣ͚ҙݠᙺɾ̟ൕɃంძᔤցe quoted in active markets.
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 170
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ ΦஒۂINVENTORIES FOR COSMETIC PRODUCTS 38. ʝї .38 ements 2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
2,378 2,170 ۂFinished goods ႇι Raw materials ࡈҥࢿ 790 615
ഽڃٲ၃ল৻ం 2,960 2,993
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀcֺτΦஒכ At 31st December, 2010, all inventories were stated at the lower of
Notes to the Consolidated Financial Stat to the Consolidated Notes cost and net realisable value. ܘι̯ʥ˿ᛰଊ૱ࠤԭɻ༖ГͶሏe
ʥད˟ಁඖټܘDEBTORS, DEPOSITS AND PREPAYMENTS 39. Ꮆνሏඖd .39
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
ሏඖ 32,135 28,698מTrade receivables Ꮆνൗ Less: Allowance for doubtful debts ಕiвሏᅆௐ (4,928) (7,168)
27,207 21,530 ʥད˟ಁඖ 156,964 263,221ټܘ Deposits and prepayments Other receivables ԯˢᎶνಁඖ 301,701 86,991
485,872 371,742
དͱ௰Ϥད౨ैܢ˳ሏඖ˚߬מIncluded in trade receivables mainly comprised rental receivables Ꮆνൗ ذʥټผʻ˟ɾᎶνै܃νԷै௰כbilled in advance and settlements from tenants are expected upon ʸผ receipts of billings and properties sales proceeds receivables. พሻਕᎶνಁඖe
೪c˞ിЅҰܧ൘ڌᆢɾעThe Group maintains a defined credit policy to assess the credit ̯එ྆ɰԹ߯ ൘ሔॖe̯එ྆ʘဟྦڌɾʹྦྷמquality of each counterparty. The collection is closely monitored to Ί͚ minimise any credit risk associated with these trade debtors. νಁੱؗc৻ұသ൴ಕГτᗐ೩Ꮆνൗ
Annual Report 2010 ൘ࠓ፮eൕʿ࣓ኣൕሒԾᘪڌሏඖɾמ Considerations in respect of sold properties are payable by the พɾذพɾˤძeै༉ذpurchasers pursuant to the terms of the sales and purchase ɾૈಁʻ˟ɰਕ ඦ৻Ɂמͅैʸདͱʻ˟eԯˢൗټै agreements. Rental in respect of leased properties are payable in ɾ˟ಁૈಁᑹሏעadvance by the tenants. Other trade debtors settle their accounts ࣓ኣПʑͶ according to the payment terms as stated in the respective contracts. ඖe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 171
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ʥད˟ಁඖ Notes to the Consolidated Financial StatټܘDEBTORS, DEPOSITS AND PREPAYMENTS 39. Ꮆνሏඖd .39 (Cont’d) ᙩ
ంй౨̱כሏඖκвሏᅆௐמThe following is an aged analysis of trade receivables (net of Ꮆνൗ
ഽڃٲallowance for doubtful debts) at the end of the reporting period: ɾሏᙍʗΣɎi ၃ল৻ం
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
0 - 30 days ཌྷϭɍɊˀ 17,546 8,832
ements 31 - 60 days ɍɊȹˀϭʒɊˀ 576 1,982 61 - 90 days ʒɊȹˀϭȾɊˀ 50 576 Over 90 days ȾɊˀ˞ɐ 9,035 10,140
27,207 21,530
ሏඖɾሏᙍמThe following is an aged analysis of trade receivables which are ɰ༩౨Ў̰ಕࠤɾᎶνൗ past due but not impaired: ʗΣɎi
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
0 – 30 days ཌྷϭɍɊˀ 16,279 8,354 31 – 60 days ɍɊȹˀϭʒɊˀ 199 2,460 61 – 90 days ʒɊȹˀϭȾɊˀ 1 5,760 Over 90 days ȾɊˀ˞ɐ 8,857 3,607
25,336 20,181
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 172
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ ʥད˟ಁඖټܘDEBTORS, DEPOSITS AND PREPAYMENTS 39. Ꮆνሏඖd .39 (Cont’d) ᙩ
ements
Movement in the allowance for doubtful debts: вሏๅௐɾᛰ৽i
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
ഽڃٲ၃ল৻ం ࣂɾ 7,168 8,687ٱαכ Balance at beginning of the year Amounts written off as uncollectible ˞ɺ˿νΑ࿁ሻɾಁඖ (2,379) (1,158) (Amount recovered during the year ̯α۹ɰνΑಁඖ (184) (45 ሏඖᆢႏמImpairment losses recognised గᎶνൗ
Notes to the Consolidated Financial Stat to the Consolidated Notes (reversed) in respect of ᅆΑɾಕࠤᑋฌ trade receivables 323 (316)
αࣂɾ 4,928 7,168כ Balance at end of the year
For those past due but not impaired receivables, although no గɰ༩౨ЎಲಕࠤɾᎶνಁඖϤӰcᒖಳ ᙷd༦֡ᑹಁڌc̯එ྆ɰగԯאcollateral is held, the Group has assessed the creditworthiness, past Ԏಲ ɾ˚߬ሏАˮി܃ంй౨̱כpayment history and substantial settlement after the end of the ত፣ʥ reporting period, and considers that the amounts are still recoverable ЅcԎႏݯᅕᔾʋ˿νΑcಲ߬А൬ ൘ᅆௐe൚༦90ڌвሏᅆௐɾכand no further credit provision is required in excess of allowance ȹүΛ ሏඖ8,857,000ಋʏɀཌྷཌྷמfor doubtful debts. Trade receivables over 90 days amounting to ˀɾᎶνൗ HK$8,857,000 (2009: HK$3,607,000) are sufficiently covered by Ⱦαi3,607,000ಋʏӷ˞ֺν೩۪ c࣓ኣ̯එ྆ɾᅆௐړֺټ߯ټrental deposits received from the respective tenants and no ʸɾै ೪cಲݯ೩ᎶνಁඖАˮᅆௐeܧ allowance is required for these receivables under the Group’s allowance policy.
ሏඖɾሔॖמಲ༩౨͛ಲಕࠤɾᎶνൗܫ Trade receivables which are neither overdue nor impaired are in good quality. ӪΡe
ంй౨̱ɾᎶνሏכThe Directors consider that the fair values of the Group’s debtors, ໎ԑผႏݯ̯එ྆ ʥད˟ಁඖɾʔ̡ࠤၤԯሏࠍࠤټܘdeposits and prepayments at the end of the reporting period ඖd approximate to their carrying amounts. ޚߗe
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 173
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ጪɮԮ Notes to the Consolidated Financial StatټDERIVATIVE FINANCIAL INSTRUMENTS 40. ߪ́ .40
2010 2009 HK$’000 HK$’000
ഽڃٲɝಋʏ ɝಋʏ ၃ল৻ం
Liabilities ߲ඦ ጪ߲ඦټАൕሒɾܛ Financial liabilities, held-for-trading Interest rate swap Сଅઌ౨ – 3,238
ɀཌྷཌྷȾαɊɀ˂ɍɊȹכMajor terms of the interest rate swap as at 31st December, 2009 Сଅઌ౨
are as follows: ˀɾ˚߬ʑࢀΣɎi ements
Notional Amount Maturity Ίຮᅕᔾ Է౨ˀ USD42,000,000 29th June, 2010 42,000,000ʏ ɀཌྷȹཌྷαʒ˂ɀɊȾˀ
Under the terms of the 1-year interest rate swap agreement, the Εݯ౨ȹαɾСଅઌ౨ૈಁɾΪખ Group received interest from the counterparty at a floating rate of Ɏc̯එ྆Ϭ့ྦྷʹֺνಁඖ˞๑ȹ ࢠଅɾࣺ৽Сז࠷ႺϷพܘcalculated by reference to the 1-month USD LIBOR plus 0.50% ˂ʏ spread and were paid interest to the counterparty at fixed rate of ଅ˱0.5့߮ɾСࢠʥΉ့ྦྷʹʻ˟՞ 1.38% per annum. The interest rate swap was expired on 29th ցαСଅ1.38ɾСࢠeСଅઌ౨ɰ ɀཌྷȹཌྷαʒ˂ɀɊȾˀԷ౨eכ .June, 2010
41. CREDITORS AND ACCRUALS 41. Ꮆ˟ሏඖʥᎶ߮ಁඖ
ሏמᎶ˟ൗܢ˳Included in creditors and accruals are trade payables of approximately Ꮆ˟ሏඖʥᎶ߮ಁඖ HK$418,462,000 (2009: HK$230,781,000). ඖ418,462,000ಋʏɀཌྷཌྷȾαi 230,781,000ಋʏe
ంй౨̱ɾሏᙍʗΣכሏඖמThe following is an aged analysis of trade payables at the end of the Ꮆ˟ൗ reporting period: Ɏi
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
0 - 90 days ཌྷϭȾɊˀ 222,972 174,341 Over 90 days ȾɊˀ˞ɐ 195,490 56,440
418,462 230,781 ɀཌྷȹཌྷααం
ంй౨̱ɾᎶ˟ሏඖכThe Directors consider that the fair values of the Group’s creditors ໎ԑผႏݯ̯එ྆ and accruals at the end of the reporting period approximate to their ʥᎶ߮ಁඖɾʔ̡ࠤၤԯሏࠍࠤޚߗe
carrying amounts. ജɁ
พඑ྆ 174
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ 42. BORROWINGS 42. ࠥ൘ ements 2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
ɎͶ౨ංᑹɾכSecured bank loans repayable ႺϷ൘ಁiאwithin a period of: τ Less than 1 year ȹα˞Ɏ 735,577 2,152,783
ഽڃٲ၃ল৻ం More than 1 year but within 2 years ȹα˞ɐЎɺ൚༩ԭα 6,461,062 2,379,620 More than 2 years but within 5 years ԭα˞ɐЎɺ൚༩ʄα 8,521,896 7,068,323 Over 5 years ʄα˞ɐ – 52,075
Notes to the Consolidated Financial Stat to the Consolidated Notes 15,718,535 11,652,801 ȹαʑᑹɾכOther secured loans repayable ൘ಁ 2,991,975 1,562,180אwithin 1 year ԯˢτ
18,710,510 13,214,981 (ȹαʑԷ౨ɾಁඖ (3,727,552) (3,714,963כLess: Amounts due within one year ಕi
Amounts due after one year ȹα܃Է౨ɾಁඖ 14,982,958 9,500,018
ࠗಋܘThe bank loans are variable-rate borrowings which carry interest ೩ႺϷ൘ಁяݯࣺࢠࠥ൘cαࢠ ࢠ˱0.37ϭ˱1.75ɺ೩ɀזranging from HIBOR plus 0.37% to 1.75% (2009: HIBOR plus ႺϷพ ࢠ˱0.37ϭזto 1.5%) per annum. ཌྷཌྷȾαiࠗಋႺϷพ 0.37% ˱1.5ɺ೩e
ɀཌྷȹཌྷαʥכThe bank loan denominated in RMB of 2010 and 2009 carry interest ˞Ɂ̵ྫྷ߮ࠤɾႺϷ൘ಁ at 90% of People’s Bank of China base rate as announced by the ɀཌྷཌྷȾαܘɻਝɁ̵ႺϷʔ̠ɾɻਝɁ People’s Bank of China per annum. ̵ႺϷ൘ಁਥๅСଅɾ90%့߮e
זႺϷพܘThe other loans are variable-rate borrowings which carry interest of ԯˢ൘ಁݯࣺࢠࠥ൘cαࢠ inter-bank borrowing rate plus 0.25% to 0.3% (2009: inter-bank ࢠ˱0.25ϭ0.3ɀཌྷཌྷȾαiႺϷพ ࢠ˱0.2့߮eז .borrowing rate plus 0.2%) per annum
The Directors consider that the fair values of the Group’s borrowings ໎ԑผႏݯ̯එ྆ࠥ൘ɾʔ̡ࠤၤԯሏࠍ
Annual Report 2010 approximate to their carrying amounts. ࠤޚߗe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 175
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 42. BORROWINGS (Cont’d) 42. ࠥ൘ᙩ
The Group’s borrowings that are denominated in currency other ̯එ྆˞ಋʏ˞̔ஒྫྷ့߮ɾࠥ൘ΣɎi than Hong Kong dollars are set out below:
ഽڃٲ၃ল৻ం 2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
AUD ዌʏ 13,918 – EUR ᅩʏ 231,831 689,325 RMB Ɂ̵ྫྷ 626,296 454,520
ements USD ʏ 436,226 325,681 YEN ˀ – 7,174
1,308,271 1,476,700
43. PROVISIONS 43. ᅆௐ
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
Contingency provision ֶಳԑඖᅆௐ
ȹ˂ȹˀʥɊɀ˂ɍɊȹˀ 16,054 16,054כ At 1st January and 31st December
کဳଉᄙగȹΊɍ者ྦྷξܘܞഽi ᅆௐڃ Note: The provision represents construction cost determined by the พඖ͌Аˮֶಳॗذmanagement’s best estimate of the Group’s liability on ਕˮɾೕࢄɻ contingency claims by a third party to whom a property under Ϥଐ́ɾ̯එ߲྆ඦֺАˮɾԙЅ ዾι̯eۺdevelopment project was previously disposed of. ߮Ϥᔤցɾ
ٖٖઁڈAMOUNTS DUE TO ASSOCIATES AND 44. ˄߲ᐲᏪʔ̇ʥ .44 NON-CONTROLLING SHAREHOLDERS ಁඖ
אಁඖяݯಲٖٖઁڈBoth the amounts due to associates and non-controlling shareholders ˄߲ᐲᏪʔ̇ʥ ɺٖٖઁڈare unsecured and interest-free. The associates and non-controlling ʥЛࢠe೩ᐲᏪʔ̇ʥ ೩ܨంй౨̱ȹαʑ߬ұᑹcכshareholders will not demand for repayment within one year from ผ ంй౨כݚ৽ֲሔe೩ಁඖڈthe end of the reporting period and the amounts are therefore shown ಁඖͶА as non-current. The Directors consider that the fair values of both ̱ɾʔ̡ࠤȽܘంй౨̱ɾࣂ̟Сଅ ݚ൴Ϥ့߮ˮɾଊټamounts at the end of the reporting period, determined based on ൎଊԯЅ̰߮Ԟଊ ంй౨̱ʔ̡ࠤʗПכthe present values of the estimated future cash flows discounted ࠤc໎ԑผႏݯ using the prevailing market rates at the end of the reporting period, ၤԯሏࠍࠤޚߗe
ɀཌྷȹཌྷααం approximate to their respective carrying amounts.
ജɁ
พඑ྆ 176
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ DEFERRED TAXATION 45. Ⴎ֝ೢඖ .45
α۹ʥ༦֡ంйα۹А̯כements The following is the major deferred tax liabilities provided (assets ˞Ɏݯ̯එ྆ recognised) by the Group and movements thereon during the current ˮᅆௐ༅ଐᆢႏɾ˚߬Ⴎ֝ೢඖ߲ඦʥ and prior reporting years: ԯᛰ৽i
Revaluation Accelerated of investment tax Tax properties depreciation losses Total
ഽڃٲ၃ল৻ం พࠇЅ ˱ೢඖҗᓿ ೢ৻ᑋฌ ߮ذҙ༅ HK$’000 HK$’000 HK$’000 HK$’000
ɀཌྷཌྷȾαȹ˂ȹˀכ At 1st January, 2009
Notes to the Consolidated Financial Stat to the Consolidated Notes (originally stated) bࡈͱеͶ 3,874,360 (13,516) (75,153) 3,785,691 Effect of change in ผ߮ܧ೪ᛰ৽ɾᄧᚊ accounting policy (3,520,879) – – (3,520,879)
ɀཌྷཌྷȾαȹ˂ȹˀכ At 1st January, 2009 (restated) bࠇͶ 353,481 (13,516) (75,153) 264,812 ٲ၃Ͳࠍνऩంכ Charged to the consolidated statement of bκࠇͶ comprehensive income (restated) 72,931 28,435 35,061 136,427
ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀכ At 31st December, 2009 (restated) ࠇͶ 426,412 14,919 (40,092) 401,239
ɀཌྷȹཌྷαȹ˂ȹˀכ At 1st January, 2010 (originally stated) bࡈͱеͶ 5,300,309 14,919 (40,092) 5,275,136 Effect of change in ผ߮ܧ೪ᛰ৽ɾᄧᚊ accounting policy (4,873,897) – – (4,873,897)
ɀཌྷȹཌྷαȹ˂ȹˀכ At 1st January, 2010 (restated) bࠇͶ 426,412 14,919 (40,092) 401,239 ᙔʔ̇ڃDisposals of subsidiaries (Note 48(a)) ˮਕ (ഽ48(a) (11,160) (4,616) 3,193 (12,583ڃ ٲ၃Ͳࠍνऩంכ Credited) charged to the)
Annual Report 2010 consolidated statement bᅆΑκ of comprehensive income (25,644) 7,735 (367) (18,276)
ɀཌྷȹཌྷαכ At 31st December, 2010 Ɋɀ˂ɍɊȹˀ 389,608 18,038 (37,266) 370,380
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 177
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat DEFERRED TAXATION (Cont’d) 45. Ⴎ֝ೢඖᙩ .45
ɾеͶcߗɳႮ֝ೢٲؗంرFor the purposes of the presentation in the consolidated statement ݯ၃ল৻ of financial position, certain deferred tax liabilities and deferred tax ඖ߲ඦʥႮ֝ೢඖ༅ଐɰྦྷሻeగল৻
ഽڃٲassets have been offset. The following is the analysis of the deferred ంй͂பɾႮ֝ೢඖʗΣɎi ၃ল৻ం tax balances for financial reporting purposes:
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ (Restated)
ements ࠇͶ
Deferred tax liabilities Ⴎ֝ೢඖ߲ඦ 403,463 409,887 (Deferred tax assets Ⴎ֝ೢඖ༅ଐ (33,083) (8,648
370,380 401,239
ంй౨̱c̯එ྆τ˞Ɏΐᗒ˞དࢿ̰כ At the end of the reporting period, the Group has the following major unrecognised deferred tax assets due to the unpredictability ԞึСϤ̰ᆢႏɾ˚߬Ⴎ֝ೢඖ༅ଐe of the future profit streams.
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
Accelerated tax depreciation ˱ೢඖҗᓿ (130,118) (31,950) Tax losses ೢ৻ᑋฌ (282,918) (248,422)
(413,036) (280,372)
The unrecognised tax losses may be carried forward indefinitely. ̰ᆢႏɾೢ৻ᑋฌ˿ॶಲࠉ౨ᔝe
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 178
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ ̯ٖ .SHARE CAPITAL 46 .46
α۹ʑ̯ʔ̇ɾٖ̯ᛰ৽ΣɎi̯כ ements Movements in the share capital of the Company during the year were as follows:
Number of shares Share capital ̯ٖ ᅕٖ͌ͫ 2010 2009 2010 2009 HK$’000 HK$’000
ഽڃٲ၃ল৻ం ɝಋʏ ɝಋʏ
Ordinary shares of HK$0.10 each Ұٖࠍࠤ0.10ಋʏɾౝٖ
Notes to the Consolidated Financial Stat to the Consolidated Notes Authorised: ؒցٖ̯i ȹ˂ȹˀʥɊɀ˂ɍɊȹˀ 5,000,000,000 5,000,000,000 500,000 500,000כ At 1st January and 31st December
Issued and fully paid: ɰೕϷʥᖔӷٖ̯i ȹ˂ȹˀ 1,950,000,079 2,077,750,079 195,000 207,775כ At 1st January ഽڃRepurchased of ordinary ᑪΑౝٖ shares (Note) (42,381,000) (127,750,000) (4,238) (12,775)
Ɋɀ˂ɍɊȹˀ 1,907,619,079 1,950,000,079 190,762 195,000כ At 31st December
ഽiڃ :Note
ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹c̯ʔ̇כ During the year ended 31st December, 2010, the Company repurchased ᐲֺ͚ᑪΑԯౝٖcੱΣɎiכ :its own ordinary shares on the Stock Exchange as follows
Aggregate consideration No. of Price per share and transaction Month of ordinary shares Ұٖძࣟ cost paid repurchases repurchased Highest Lowest ɰ˟ᐢˤძʥ ι̯מ൬ϷᑪΑɾ˂ͫ ֺᑪΑౝٖᅕ͌ ঢ় Г ͚ HK$ HK$ HK$’000 ಋʏ ಋʏ ɝಋʏ
May 2010 ɀཌྷȹཌྷαʄ˂ 25,355,500 12.86 11.44 307,799 June 2010 ɀཌྷȹཌྷαʒ˂ 14,153,500 13.72 12.64 187,601 July 2010 ɀཌྷȹཌྷαȼ˂ 2,872,000 14.08 13.90 40,264
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 179
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat SHARE CAPITAL (Cont’d) 46. ٖ̯ᙩ .46
ഽiᙩڃ (Note: (Cont’d
ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α۹c̯ʔ̇כ During the year ended 31st December, 2009, the Company repurchased ഽڃٲᐲֺ͚ᑪΑԯౝٖcੱΣɎi ၃ল৻ంכ :its own ordinary shares on the Stock Exchange as follows
Aggregate consideration No. of Price per share and transaction Month of ordinary shares Ұٖძࣟ cost paid repurchases repurchased Highest Lowest ɰ˟ᐢˤძʥ ι̯מ൬ϷᑪΑɾ˂ͫ ֺᑪΑౝٖᅕ͌ ঢ় Г ͚ HK$ HK$ HK$’000 ಋʏ ಋʏ ɝಋʏ ements
January 2009 ɀཌྷཌྷȾαȹ˂ 8,813,000 9.65 8.52 79,826 February 2009 ɀཌྷཌྷȾαɀ˂ 14,576,000 9.66 9.04 137,253 March 2009 ɀཌྷཌྷȾαɍ˂ 8,717,000 9.46 9.16 81,477 April 2009 ɀཌྷཌྷȾα̒˂ 39,339,500 10.66 9.31 384,524 May 2009 ɀཌྷཌྷȾαʄ˂ 6,304,500 12.18 11.52 73,387 June 2009 ɀཌྷཌྷȾαʒ˂ 19,511,000 15.04 13.98 283,763 July 2009 ɀཌྷཌྷȾαȼ˂ 18,349,000 14.18 12.72 247,735 August 2009 ɀཌྷཌྷȾαɄ˂ 2,280,000 14.18 13.64 31,779 September 2009 ɀཌྷཌྷȾαȾ˂ 9,860,000 13.94 13.28 133,949
ᙔڃᑪΑࣂഽሻe̯ʔ̇ɾΈכThe above ordinary shares were cancelled upon repurchase. None of ɐ߸ౝٖɰ α۹ʑลಲᑪΑdˮਕֶᚿΑ̯ʔ̯̇כthe Company’s subsidiaries had repurchased, sold or redeemed any of ʔ̇ the Company’s listed shares during the year. ͨЄɐ̟ٖͫe
ᙔʔ̇ڃACQUISITION OF SUBSIDIARIES 47. νᑪ .47
(a) Acquisition of Canaria Holding Limited (“Canaria”) and its (a) νᑪCanaria Holding LimitedCanaria ᙔʔ̇ڃsubsidiary ʥԯ
ɀཌྷȹཌྷαɀ˂Ɋȹˀc̯එ྆ၤכ On 11th February, 2010, the Group entered into a sale and purchase agreement with third parties, in relation to, inter ɍʿ͓߯ൕሒԾᘪc˞ˤძݯ alia, the acquisition of the remaining 50% interests in Canaria 18,651,000ಋʏνᑪνᑪԯ which indirectly held the commercial property at Tuen Mun ɻ˳ܢCanariaɎɾ50%ᚬऩe ذɾਆ͂ވณכτϽܛCentre, New Territories (the “Property”) at a consideration of Canaria ංઅ כพe̯එ྆ذɻʶپapproximately HK$18,651,000 (the “Acquisition”). Canaria is พÐʰ τCanariaɾ50%ٖᚬeܛɰکowned by the Group before the Acquisition. As a result νᑪ 50% พɾذc̯එ྆Յ܃of the Acquisition, the Group obtained 100% control over νᑪ ɀཌྷȹཌྷכthe Property. The Acquisition was completed on 11th February, 100%ઁԹᚬeνᑪɰ 2010. αɀ˂Ɋȹˀѧιe
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 180
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ᙔʔ̇ᙩڃACQUISITION OF SUBSIDIARIES (Cont’d) 47. νᑪ .47 ements (a) Acquisition of Canaria Holding Limited (“Canaria”) and its (a) νᑪCanaria Holding LimitedCanaria ᙔʔ̇ᙩڃsubsidiary (Cont’d) ʥԯ
ɻֺνᑪɾ༅ଐ૱ࠤΣɎiמThe net assets acquired in the transaction are as follows: ͚
Carrying amount before the Fair value acquisition adjustments Fair value ɾکνᑪ
ഽ ሏࠍࠤ ʔ̡ࠤሁኬ ʔ̡ࠤڃٲ၃ল৻ం HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ
Net assets acquired: νᑪ༅ଐ૱ࠤi พ 46,000 1,000 47,000ذInvestment properties ҙ༅ 3,489 – 3,489 ټBank balances and cash ႺϷʥଊ
Notes to the Consolidated Financial Stat to the Consolidated Notes Debtors and Ꮆνሏඖʥད˟ಁඖ prepayments 27 – 27 Creditors and accruals Ꮆ˟ሏඖʥᎶ߮ಁඖ (56) – (56) ʥདͱνՅಁඖټܘ Deposits and receipts in advance (158) – (158)
Net assets acquired νᑪ༅ଐ૱ࠤ 49,302 1,000 50,302
Consideration transferred ᔝᜑˤძ 18,651 Acquisition-date ܛτగνᑪ૱༅ଐ νᑪˀכfair value of bɾ༦ٖ̯֡ᚬऩ previously-held bɾʔ̡ࠤ equity interest 18,651
37,302 Less: fair value of ಕiνᑪࣂɾ˿ᖫП༅ଐ identifiable net bbbɾʔ̡ࠤ assets acquired (50,302)
ᙔʔ̇ɾᘪძνᑪνऩڃGain on bargain purchase ȹං of a subsidiary (13,000)
ݚɃ૱ᔾiټNet cash outflow νᑪֺଐ́ɾଊ arising on acquisition: ˤძ 18,651ټCash consideration paid ɰ˟ଊ ټBank balances and ֺνᑪɾႺϷʥଊ cash acquired (3,489)
ݚɃ૱ᔾټNet cash outflow on νᑪֺଐ́ɾଊ acquisition 15,162
Acquisition-related costs amounting to HK$60,000 was τᗐνᑪι̯ݯ60,000ಋʏੀɺ߮Ƀ ɻᆢٲ၃Ͳࠍνऩంכexcluded from the consideration transferred and was ᔝᜑˤძԎ recognised as expenses in the consolidated statement of ႏݯʻe comprehensive income. cCanariaݯ̯එ྆࿀ϭ܃Annual Report 2010 Since its acquisition, Canaria contributed HK$1,529,000 to Ϭνᑪѧι the Group’s revenue and HK$34,605,000 of profit to the ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ɾ consolidated result for the year ended 31st December, 2010. ၃พᐜԞ1,529,000ಋʏɾνɃ ʥ34,605,000ಋʏɾึСe
࿀ϭɀཌྷȹཌྷα˅α۹ɾαכHad the combination taken place at the beginning of the year ߗԡ ˂ࢽc࿀ϭɀཌྷȹཌྷαɊɀ́ٱ ended 31st December, 2010, the revenue of the Group and the loss of the Group for the year ended 31st December, ɍɊȹˀ˅α۹̯එ྆ɾνɃʥ would have been approximately HK$2,671,100,000 and ᑋฌੀʗПݯ2,671,100,000ಋʏʥ 2010 HK$8,835,044,000 respectively. 8,835,044,000ಋʏe
(b) For the year ended 31st December, 2009, the Group did not (b) ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ˅α
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES ᙔʔ̇eڃhave acquisition of subsidiaries. ۹c̯එ྆Ԏಲνᑪ 181
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ᙔʔ̇ Notes to the Consolidated Financial StatڃDISPOSALS OF SUBSIDIARIES 48. ˮਕ .48
ᙔʔ̇ʀᗐடɁɡɀཌྷȹཌྷαڃa) Disposals of subsidiaries to connected persons (2010) (a) ˮਕ)
ഽڃٲɀཌྷȹཌྷαɊɀ˂ɍɊȹˀc̯එ ၃ল৻ంכ During the year ended 31st December, 2010, the Group entered into sale and purchase agreements with Tycoon City ྆ၤTycoon City Limited dEnergy Limited, Energy Kingdom Limited and Smart Object Limited, Kingdom LimitedʥSmart Object companies which are wholly-owned by a Director and a Limited̯ͅʔ̇ȹϽ໎ԑ࠹˚ٖ߬ substantial shareholder to dispose Global Smart Ltd., Sunny Ͳ༅ኟτɾʔ͓̇߯ΛͫൕሒԾ Ocean Limited, Jolly Gain Limited, Viewide Properties Limited, ᘪc˞ᐢˤძ2,478,057,000ಋʏ Dynamic Source Limited, Bingo Castle Limited, Grand Lucky ˮਕGlobal Smart Ltd.dSunny Ocean
ements Ltd. and Baharica Limited (collectively referred to as the LimiteddJolly Gain LimiteddViewide “Connected Transaction 2010”) at a total consideration of Properties LimiteddDynamic Source approximately HK$2,478,057,000 and were completed on LimiteddBingo Castle LimiteddGrand 27th July, 2010 and 20th August, 2010. Lucky Ltd.ʥBaharica Limitedီݯ כcԎʗПמɀཌྷȹཌྷαᗐட͚ ɀཌྷȹཌྷαȼ˂ɀɊȼˀʥɀཌྷȹཌྷ αɄ˂ɀɊˀѧιe
૱ˮਕˀ౨ɾ༅ଐכמThe net assets of the Connected Transaction 2010 at the date ɀཌྷȹཌྷαᗐட͚ of disposal were as follows: ࠤΣɎi
2010 HK$’000 ɝಋʏ
พ 3,277,000ذInvestment properties ҙ༅ พʥԯˢ՞ց༅ଐ 1ذ Properties and other fixed assets ʥད˟ಁඖ 10,411ټܘDebtors, deposits and prepayment Ꮆνሏඖd Amounts due from the Group Ꮆν̯එ྆ಁඖ 599,709 Φಁ 29,604א Pledged deposits 12,955 ټBank balances and cash ႺϷʥଊ Creditors and accruals Ꮆ˟ሏඖʥᎶ߮ಁඖ (7,805) (ʥདͱνՅಁඖ (56,880ټܘ Deposits received and receipts in advance (Loan from an intermediate holding company ɻංઁٖʔ̇ɾ൘ಁ (916,814 Bank borrowings ႺϷࠥ൘ (778,000) Tax liabilities ೢඖ߲ඦ (10,123) (Deferred tax liabilities Ⴎ֝ೢඖ߲ඦ (12,583
Net assets disposed of ˮਕ༅ଐ૱ࠤ 2,147,475 Repayments of amounts due from the Group ᑹᎶν̯එ྆ಁඖ (599,709) Repayment of loan from an intermediate ᑹɻංઁٖʔ̇ɾ൘ಁ
holding company 916,814 ɀཌྷȹཌྷααం ᙔʔ̇ɾνऩ 13,477ڃGain on disposals of subsidiaries ˮਕΛං
ˤძ 2,478,057ټCash consideration ଊ
ݚɃ૱ᔾi ജɁټNet cash inflow arising on disposal: ˮਕࣂଐ́ɾଊ
ˤძ 2,478,057ټCash consideration ଊ
พඑ྆ (12,955) ټBank balances and cash disposed of ɰˮਕɾႺϷʥଊ
2,465,102 182
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ᙔʔ̇ᙩڃDISPOSALS OF SUBSIDIARIES (Cont’d) 48. ˮਕ .48
ᙔʔ̇ʀᗐடɁɡɀཌྷȹཌྷڃements (a) Disposals of subsidiaries to connected persons (2010) (a) ˮਕ (Cont’d) αᙩ
ᙔʔ̇ɾνऩɰ߮Ƀ၃ڃThe gain on disposals of subsidiaries is included in “Other ˮਕΛං ʑɾԯˢνऩʥᑋฌٲgains and losses, net” in the consolidated statement of Ͳࠍνऩం ഽ15eڃcomprehensive income (see Note 15). ૱ᔾʑӮ
ഽڃٲ၃ল৻ం ̯כɾੱׄᚉמDetails of the Connected Transaction 2010 were disclosed in ɀཌྷȹཌྷαᗐட͚ the circular of the Company dated 18th June, 2010. ʔ̇ˀ౨ݯɀཌྷȹཌྷαʒ˂ɊɄˀೕ ˮɾԲʑe
Notes to the Consolidated Financial Stat to the Consolidated Notes ᙔʔ̇ʀᗐடɁɡɀཌྷཌྷȾαڃb) Disposals of subsidiaries to connected persons (2009) (b) ˮਕ)
ɀཌྷཌྷȾαɊɀ˂ɍɊȹˀc̯එכ During the year ended 31st December, 2009, the Group entered into sale and purchase agreements with Wisdom Hero ྆ၤWisdom Hero LimitedͅȹϽ໎ԑ Limited (a company wholly-owned by a Director) or a Director Ͳ༅ኟτɾʔֶ̇ȹϽ໎ԑ࠹˚ٖ߬ and a substantial shareholder to dispose Stars Up Limited, ͓߯ΛͫൕሒԾᘪc˞ᐢˤძ Great Will Limited, Action Basic Limited, Union Nice Limited 752,850,000ಋʏˮਕStars Up and its subsidiary (Chinese Estates (Eaton Square) Limited), LimiteddGreat Will LimiteddAction Fame Winner Limited and Global Young Holdings Ltd. Basic LimiteddUnion Nice Limitedʥԯ ᙔʔ̇(Chinese Estates (Eatonڃ ,(”collectively referred to as the “Connected Transaction 2009) at a total consideration of approximately HK$752,850,000. Square) Limited)dຏτࠉʔ̇ʥ Global Young Holdings Ltd.ီݯ מɀཌྷཌྷȾαᗐட͚
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 183
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat ᙔʔ̇ᙩڃDISPOSALS OF SUBSIDIARIES (Cont’d) 48. ˮਕ .48
ᙔʔ̇ʀᗐடɁɡɀཌྷཌྷȾڃb) Disposals of subsidiaries to connected persons (2009) (Cont’d) (b) ˮਕ) αᙩ
ഽڃٲ၃ল৻ం
ˮਕˀ౨ɾ༅כמThe net assets of the Connected Transaction 2009 at the date ɀཌྷཌྷȾαᗐட͚ of disposal were as follows: ଐ૱ࠤΣɎi
2009 HK$’000 ɝಋʏ
ements
พ 380,499ذInvestment properties ҙ༅ ஒ㢕ኣ 350,651ڌ Credit-linked notes ʥད˟ಁඖ 18,058ټܘ Deposits and prepayments 1,511 ټBank balances and cash ႺϷʥଊ Amounts due to the Group ˄߲̯එ྆ಁඖ (914,702) Bank borrowing ႺϷࠥ൘ (51,200)
Net assets disposed of ˮਕ༅ଐ૱ࠤ (215,183) Repayments of the amounts due to the Group ᑹ˄߲̯එ྆ಁඖ 914,702 ᙔʔ̇ɾνऩ 53,051ڃGain on disposals of subsidiaries ˮਕΛං
752,570
Satisfied by: ˞ɎͶʿβʻ˟i 752,850 ټCash ଊ (Expenses incurred for disposal ˮਕֺଐ́ɾʻ (280
752,570
ݚɃ૱ᔾiټNet cash inflow arising on disposal: ˮਕࣂଐ́ɾଊ
ˤძ 752,850ټCash consideration ଊ (Expenses incurred for disposal ˮਕֺଐ́ɾʻ (280 (1,511) ټBank balances and cash disposed of ɰˮਕɾႺϷʥଊ
751,059
̯כɾੱׄᚉמDetails of the Connected Transaction 2009 were disclosed in ɀཌྷཌྷȾαᗐட͚ the circular of the Company dated 23rd September, 2009. ʔ̇ˀ౨ݯɀཌྷཌྷȾαȾ˂ɀɊɍˀ
ೕˮɾԲʑe ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 184
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ מ͚ټଊڈMAJOR NON-CASH TRANSACTIONS 49. ˚߬ .49
ɀཌྷȹཌྷαʥɀཌྷཌྷȾαɊɀ˂ɍɊȹכ ements During the years ended 31st December, 2010 and 2009, the Group eמ͚ټଊڈdid not have major non-cash transactions. ˀ˅α۹c̯එ྆Ԏಲ˚߬
אPLEDGE OF ASSETS 50. ༅ଐ .50
ంй౨̱c̯එ྆ݯՅ˿Ԝ̯එ྆৽כ At the end of the reporting period, the carrying amounts of the ټ൘ʥԯˢ൘ಁ˞ʥߪ́ڌassets pledged by the Group to secure general banking and other ͂ɾȹঁႺϷ
ഽڃٲ၃ল৻ం ɾ༅ଐሏࠍࠤʗΣאϤמloan facilities and to secure the derivative financial instruments ጪɮԮ͚ transaction, granted to the Group are analysed as follows: Ɏi
2010 2009
Notes to the Consolidated Financial Stat to the Consolidated Notes HK$’000 HK$’000 ɝಋʏ ɝಋʏ (Restated) ࠇͶ
พ 23,787,441 37,844,282ذ༅ذ Investment properties พʥԯˢ՞ց༅ଐ 488,381 377,218ذ Properties and other fixed assets พΦஒ 2,219,756 1,242,791ذ Stock of properties ਕҙ༅ – 30,179ۿ Available-for-sale investments Investments held-for-trading ܛАൕሒɾҙ༅ 2,034,179 168,888 ˞ցݯ༦ฌऩܞ Financial assets designated ጪ༅ଐ 5,185,429 532,614ټʔ̡ࠤɾܮas at fair value through profit or loss ʦ Φಁ 163,031 27,840אݚ৽ڈ Non-current pledged deposits Φಁ 24,035 1,088,845אCurrent pledged deposits ݚ৽
33,902,252 41,312,657
In addition, the Group has subordinated and assigned its advances ϊ̔c̯එ྆ɰగΛංᐲᏪʔ̇ʥȹංઅՇ ˟൘ੀԯྌڌto associates and advance to an investee company of approximately ҙ༅ʔ̇ᏵɾႺϷȹঁ HK$1,805,985,000 (2009: HK$1,415,899,000) to financial ΛංᐲᏪʔ̇ʥȹංઅՇҙ༅ʔ̇ಁ institutions to secure banking general credit facilities granted to ඖ1,805,985,000ಋʏɀཌྷཌྷȾαi associates and an investee company and interests in certain 1,415,899,000ಋʏᔝᓊʥᜑল৻ዀ࿚c ɰሔАڬᙔʔ̇ɾᚬऩڃʔ̇ߗɳ̯כsubsidiaries of the Company have been pledged as part of the Ϥ eאAnnual Report 2010 security to secure certain bank borrowings granted to the Group. ݯ̯එ྆ᏵߗɳႺϷࠥ൘ɾʗ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 185
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
CAPITAL COMMITMENTS AND 51. ༅ֻ̯ኪʥֶಳ߲ඦ Notes to the Consolidated Financial Stat .51 CONTINGENT LIABILITIES
2010 2009
ഽڃٲHK$’000 HK$’000 ၃ল৻ం ɝಋʏ ɝಋʏ a) Capital commitments: (a) ༅ֻ̯ኪi)
Authorised and contracted for: ɰғʥɰᖋi พೕࢄʻذDevelopment expenditure of bࠗಋ properties in Hong Kong 520,744 555,149 พೕࢄʻذDevelopment expenditure of bɻਝɣ
ements properties in Mainland China 1,813,500 1,685,418 พೕࢄʻذپDevelopment expenditure of bዌ properties in Macau 100,701 27,685 Shareholder’s contribution bٖ؇༅ – 97,800 Share of commitment of bᚫЌȹංᐲᏪʔ̇ɾֻኪ an associate 43,238 466,451 พ 45,832 125,289ذRenovation of properties bᓺณ
2,524,015 2,957,792
Authorised but ɰғЎ̰ᖋi not contracted for: พೕࢄʻذDevelopment expenditure of ࠗಋ properties in Hong Kong 205,320 382,603 b) Contingent liabilities: (b) ֶಳ߲ඦi)
Guarantees given to banks, ݯΛංᐲᏪʔ̇þȹංઅՇ in respect of banking facilities ҙ༅ʔ̇Ᏽɾ ൘ᔾΉႺϷڌutilised by associates and ႺϷ 1,069,650 1,100,100 ړan investee company ొԜɾኪ ᙔʔ̇ᏵႺϷڃGuarantee given to a bank in ݯΛං ټ൘ᔾ˞Յ౧ଊڌrespect of banking facilities ͳ͂ɾ in lieu of the cash public ʔ͂ԑ৻Φಁ ړutility deposit jointly utilised ϤΉႺϷొԜɾኪ by subsidiaries 15,000 10,000 พൕࡼذᙔʔ̇ɾڃRepurchase guarantee given to ݯȹං banks in respect of mortgages ᏵΛංႺϷొԜᅢΧ ړɾΑᑪኪ్ܘ facilities given to property purchasers by a subsidiary 9,235 114,103
1,124,335 1,193,753
(c) Risk management (c) ࠓ፮ဳଉ ɀཌྷȹཌྷααం
The Group has established adequate risk management ̯එ྆ɰԹ߯ȹࡨѧഁؿࠓ፮ဳଉೡ procedures that enable it to identify measure, monitor and ѵc˞ᖫПdጫ൴dဟྦʥઁԹԯࠍ
control the various types of risk it faces. This is supplemented ྦྷؿΈᗘࠓ፮cԎႤ˞ዶรؿဳଉᄙ ജɁ by active management involvement, effective internal controls ၤdτࢽؿʑဟઁʥӷਪؿʑ ̯එ྆ؿԙСऩe พඑ྆ړ˞and adequate internal audits in the best interests of the Group. ᄗ࣏c 186
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ 52. OPERATING LEASES 52. Ꮺพै ements The Group as lessee ̯එ྆ݯֻैɁ
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
พɾذMinimum lease payments paid ̯α۹గτᗐ
ഽڃٲ၃ল৻ం under operating leases Ꮺพैʻ˟ɾ ಁᔾټin respect of premises Гै during the year 896 2,766
Notes to the Consolidated Financial Stat to the Consolidated Notes ంй౨̱c̯එ྆గɺ˿࿄ሻᏪพैכ At the end of the reporting period, the Group had commitments for ɎͶ౨ංԷכಁᔾɾֻኪټГै܃future minimum lease payments under non-cancellable operating ɾˀ leases, which fall due as follows: ౨i
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
Within one year ȹαʑ 874 2,379 In the second to fifth year inclusive ɀϭʄα˳ܢࠖѮԭα 417 597
1,291 2,976
ذඑ྆గԯߗɳᄘΥᅢ̯ܞټOperating lease payments represent rentals payable by the Group Ꮺพैै eै̡яҰȹϭԭαਆᘪټfor certain of its office properties. Leases are negotiated for an พᎶ˟ɾै average term of 1 to 2 years. ȹωe
The Group as lessor ̯එ྆ݯˮैɁ
νɃݯ1,126,260,000ټพैذα۹ᑨՅɾ̯כ Property rental income earned during the year was approximately HK$1,126,260,000 (2009: HK$1,013,056,000) less outgoings of ಋʏɀཌྷཌྷȾαi1,013,056,000ಋʏcκ approximately HK$60,662,000 (2009: HK$59,962,000). ʻ60,662,000ಋʏɀཌྷཌྷȾαi 59,962,000ಋʏe
Annual Report 2010
ᙩՅҰαܛ˿พད౨ذThe investment properties of the Group are expected to generate ̯එ྆ɾҙ༅ annual rental yields of 1.54% to 9.09% (2009: 1.81% to 8.30%) 1.54%ϭ9.09%ɀཌྷཌྷȾαi1.81%ϭ พɾֺτैذܛνऩଅeֺټon an ongoing basis. All of the properties held have committed 8.30% ɾै tenants for around seven years. ʸֻኪै͂α౨ȼαe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 187
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 52. OPERATING LEASES (Cont’d) 52. Ꮺพैᙩ
The Group as lessor (Cont’d) ̯එ྆ݯˮैɁᙩ
ഽڃٲంй౨̱c̯එ྆ɰၤैʸగɎͶ౨ං ၃ল৻ంכ At the end of the reporting period, the Group had contracted with ಁᔾ߯iټГै܃tenants for the following future minimum lease payments: ɾˀ
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
ements Within one year ȹαʑ 1,266,481 792,685 In the second to fifth year inclusive ɀϭʄα˳ܢࠖѮԭα 1,481,897 520,259 Over five years ʄα˞ɐ 37,274 5,104
2,785,652 1,318,048
53. RETIREMENT BENEFIT SCHEMES 53. ঽͤါСི߮
The Group operates defined contribution retirement schemes in ̯එ྆ၤࠗಋᓻพঽིͤ߮ɾԜಁི߮ ߮ੜټHong Kong, namely the Occupational Retirement Scheme (“ORSO ᓻพঽིͤ߮ʥੜԹֲʔዶ ི߮e̯එ྆Ήᓻพঽིͤ߮ɾټScheme”) and the Mandatory Provident Fund Scheme (“MPF ዶ רScheme”). Contributions to the ORSO Scheme are based on a ࡗАˮᑀ༭ɾ5%ϭ10%Ԝಁ഼˝ࡗ ܃percentage of employees’ salaries ranging from 5% to 10%, ৻α༅eͅɀཌྷཌྷཌྷαɊɀ˂ȹˀֶɾ ߮ټdepending upon the length of service of the employees. From 1st ˱Ƀ̯එ྆ɾณࡗя˱ੜዶ ི߮ɾ˚ʥࡗяݯੜዶټDecember, 2000, newly joined employees are compulsorily required ིeੜዶ ɾˈଅԜಁeעི߮ૈಁʑͶټ to join the MPF Scheme. The employer and its employees are each required to make contributions to the scheme at rates specified in the rules of the MPF Scheme.
κɾᐢ͂ݯٲ၃Ͳࠍνऩంכ The total costs charged to the consolidated statement of comprehensive income of approximately HK$6,846,000 (2009: 6,846,000ಋʏɀཌྷཌྷȾαi5,622,000ಋ α۹Ή೩ི߮Ꮆ˟ɾ̯כHK$5,622,000) represented contributions payable to these schemes ʏcЩ̯එ྆ by the Group for the year. Ԝಁe
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 188
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ מMATERIAL RELATED PARTY TRANSACTIONS 54. ࠇɣᗐடɁɡ͚ .54 iמements Transactions: ͚
ԯˢʗɰׄᚉ者̔c̯ٲSave as disclosed elsewhere in the consolidated financial statements, ၃ল৻ం α۹ၤᗐடɁɡ൬Ϸ˞Ɏࠇɣ͚̯כthe Group had the following material transactions with related parties එ྆ iמ :during the year
2010 2009 HK$’000 HK$’000 ഽ ɝಋʏ ɝಋʏڃٲ၃ল৻ం
Income received from associates: ɰνᐲᏪʔ̇ɾνɃi Secretarial fee bो࣊͂ 7 11 267 267 ټOffice rental bᄘΥᅢै
Notes to the Consolidated Financial Stat to the Consolidated Notes Management fee bဳଉ 58 48 Interest income bСࢠνɃ 4,832 6,787 Accountancy fee bผ߮ 120 120 Management and ɰνͅȹϽ໎ԑ maintenance service ࠹˚ٖ߬ɾဳଉ ৻νɃרቔړincome received from a ʥ Director and a substantial shareholder 8,523 – Property management ɰνͅȹϽ໎ԑ service income from ࠹˚ٖ߬ companies controlled ኟτɾʔ̇ พဳଉνɃذby a Director and ɾ a substantial shareholder 5,632 – dټRent, building management fee ɰ˟ᐲᏪʔ̇ɾै and rates paid to associates ɣ෨ဳଉʥლ 1,830 1,667 Consideration received from νՅͅȹϽ໎ԑ࠹˚ٖ߬ companies controlled by a Director ኟτɾʔ̇ɾˤძi and a substantial shareholder: ᙔʔ̇ 2,478,057 752,850ڃDisposals of subsidiaries ˮਕ – พ 120,000ذDisposals of trading properties ˮਕൕሒ ܮցݯ༦ฌऩ˞ʦܞDisposals of financial assets ˮਕ ጪ༅ଐټdesignated as at fair value ʔ̡ࠤɾ through profit or loss – 1,116,798 ܮցݯ༦ฌऩ˞ʦܞ Interest income on financial assets ጪ༅ଐټdesignated as at fair value ʔ̡ࠤɾ through profit or loss ɾСࢠνɃ – 23,957
Secretarial fee and accountancy fee were charged based on an ो࣊͂ʥผ߮Ƚܘ̯එ྆ɾɻ̕Ϸܧ ֺଐ́ɾι̯ɾሬʗϤνՅeᄘپappropriate allocation of costs incurred by central administrative ʥლ˞ʥɣ෨ဳଉȽټdैټdepartments of the Group. Office rental, rent and rates, and building Υᅢै ሬ͂ɾᗘЍૈಁϤᔤמၤಲᗐடɁɡ͚ܘ management fee were determined on terms similar to those
Annual Report 2010 ৻νɃੱׄרቔړapplicable to transactions with unrelated parties. Management fee, ցeဳଉdဳଉʥ ʔ̇ˀ౨ݯɀཌྷཌྷȾαɊɀ˂ɊɄ̯כmanagement and maintenance service income (details were ᚉ כพဳଉνɃੱׄᚉذdisclosed in the announcement of the Company dated ˀɾʔ̠ʑʥ 18th December, 2009) and property management service income ̯ʔ̇ˀ౨ݯɀཌྷȹཌྷαʒ˂ɊɄˀɾ (details were disclosed in the circular of the Company dated 18th ԲʑȽ࣓ኣᔶʿԾցɾૈಁνՅeСࢠν ࣂ̟ܘJune, 2010) were charged at the terms agreed by both parties. ɃȽ࣓ኣ̯α۹ʑ̰ᑹ Interest income was charged at the prevailing market rate based on Сଅ့߮eగˮਕνՅɾˤძȽ๑̟ࠤ outstanding balance during the year. Consideration received for ့߮e disposals were reference to market value.
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 189
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat ᙩמMATERIAL RELATED PARTY TRANSACTIONS (Cont’d) 54. ࠇɣᗐடɁɡ͚ .54
Balances: i
ഽڃٲੱ ၃ল৻ంמంй౨̱cၤᗐடɁɡɾ͚כ Details of the balances with related parties at the end of the reporting ഽ29ʥ44eڃɐʼכperiod are set out in Notes 29 and 44 above. ༗ iټKey management personnel emoluments: ˚߬ဳଉɁࡗ༭
ഽ16ʥ17ʑׄᚉeڃכټRemuneration for key management personnel is disclosed in Notes ˚߬ဳଉɁࡗ༭ ᑀ༭կࡗผͅټɁࡗɾ༭ܧand 17. The remuneration of the Directors and senior executives ໎ԑʥঢ়ज़Ϸ 16
ements ᔤցe܃ଊʥ̟ᑭබٲis determined by the Remuneration Committee having regard to ϣПɁɡ the performance of individuals and market trends.
ᙔʔ̇ੱڃPARTICULARS OF PRINCIPAL SUBSIDIARIES 55. ˚߬ .55
˥ᙔʔ̇༅ࢿผڃThe Directors are of the opinion that a complete list of the particulars ໎ԑผႏݯͶˮͲ כᚉׄ̋ٲϊcɎܨeٽʕכof all subsidiaries would be of excessive length and therefore the ᆵఝ༦ following list contains only the subsidiaries as at 31st December, ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀྦྷ̯එ྆ɾพ ᙔʔ̇ɾੱeڃwhich principally affected the results or assets of the Group. ᐜֶ༅ଐτࠇ߬ᄧᚊɾ 2010
Proportion of Fully paid nominal value Place of Class of share/ share capital/ of paid-up capital/ incorporation/ registered registered registered capital operation capital held capital held by the Company ᖔӷٖ̯þ Principal activitiesܛþ ᖔӷٖ̯þ ̯ʔֺٖ̇ͫܛName of subsidiary ഽ˫ι͓þ ֺ ᙔʔ̇Ίီ ᏪΔᒨ ഽ˫༅̯ᗘП ഽ˫༅̯ ഽ˫༅̯ࠍࠤɾϛʗˈ ˚߬พ৻ڃ Directly Indirectly અ ංઅق
Alpha Team Limited British Virgin Islands Ordinary US$1 – 100% Investment holding ߜᙔၐဍԕະࢌ ౝٖ 1ʏ ҙ༅ઁٖ
Billion Up Limited British Virgin Islands Ordinary US$1 – 100% Investment holding ߜᙔၐဍԕະࢌ ౝٖ 1ʏ ҙ༅ઁٖ
Cardin Factory Limited Hong Kong Ordinary HK$2 – 100% Property development ɽᄥτࠉʔ̇ ࠗಋ ౝٖ 2ಋʏ and tradingཽ
ɀཌྷȹཌྷααం พೕࢄʥൕሒذ
Chi Cheung Investment Hong Kong Ordinary HK$3,387,659.87 – 61.96% Investment holding Company, Limited# ࠗಋ ౝٖ 3,387,659.87ಋʏ ҙ༅ઁٖ
ജɁ ϭନສพτࠉʔ̇#
พඑ྆ 190
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ᙔʔ̇ੱᙩڃPARTICULARS OF PRINCIPAL SUBSIDIARIES 55. ˚߬ .55 (Cont’d)
ements
Proportion of Fully paid nominal value Place of Class of share/ share capital/ of paid-up capital/ incorporation/ registered registered registered capital operation capital held capital held by the Company ᖔӷٖ̯þ Principal activitiesܛþ ᖔӷٖ̯þ ̯ʔֺٖ̇ͫܛName of subsidiary ഽ˫ι͓þ ֺ
ഽڃٲ၃ল৻ం ᙔʔ̇Ίီ ᏪΔᒨ ഽ˫༅̯ᗘП ഽ˫༅̯ ഽ˫༅̯ࠍࠤɾϛʗˈ ˚߬พ৻ڃ Directly Indirectly અ ංઅق
Notes to the Consolidated Financial Stat to the Consolidated Notes Chinese Castle Limited British Virgin Islands Ordinary US$1 – 100% Securities investment ߜᙔၐဍԕະࢌ ౝٖ 1ʏ ᖬԴҙ༅
Chinese Estates, Limited Hong Kong Ordinary HK$1,000 100% – Investment holding ജɁ พτࠉʔ̇ ࠗಋ ౝٖ 1,000ಋʏ and provision of management services ৻רҙ༅ઁٖʥొԜဳଉ
Chinese Estates Hong Kong Ordinary HK$200 – 100% Property investment พҙ༅ذ Harcourt House) Limited ࠗಋ ౝٖ 200ಋʏ)
Chinese Estates Hong Kong Ordinary HK$2 – 100% Property investment พҙ༅ذ The One) Limited ࠗಋ ౝٖ 2ಋʏ)
Chinese Estates Hong Kong Ordinary HK$100 – 100% Property investment พҙ༅ذ Windsor House) Limited ࠗಋ ౝٖ 100ಋʏ) Non-voting deferred HK$2 ಲҙᚬႮٖ֝ 2ಋʏ
Conduit Road Hong Kong Ordinary HK$10,000 – 70% Property development พೕࢄذ Development Limited ࠗಋ ౝٖ 10,000ಋʏ ɳᄨ༞ೕࢄτࠉʔ̇
Annual Report 2010 Country Homes Limited Hong Kong Ordinary HK$200 – 100% Property investment พҙ༅ذ ࠗಋ ౝٖ 200ಋʏ Non-voting HK$164,400 deferred ordinary ಲҙᚬ 164,400ಋʏ Ⴎ֝ౝٖ Non-voting HK$1,000 deferred founder ಲҙᚬ 1,000ಋʏ Ⴎ͓֝Ɂٖ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 191
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat ᙔʔ̇ੱᙩڃPARTICULARS OF PRINCIPAL SUBSIDIARIES 55. ˚߬ .55 (Cont’d)
Proportion of
ഽڃٲFully paid nominal value ၃ল৻ం Place of Class of share/ share capital/ of paid-up capital/ incorporation/ registered registered registered capital operation capital held capital held by the Company ᖔӷٖ̯þ Principal activitiesܛþ ᖔӷٖ̯þ ̯ʔֺٖ̇ͫܛName of subsidiary ഽ˫ι͓þ ֺ ᙔʔ̇Ίီ ᏪΔᒨ ഽ˫༅̯ᗘП ഽ˫༅̯ ഽ˫༅̯ࠍࠤɾϛʗˈ ˚߬พ৻ڃ Directly Indirectly
ements અ ංઅق
Dollar Union Limited Hong Kong Ordinary HK$100 – 87.5% * Property development τࠉʔ̇ ࠗಋ ౝٖ 100ಋʏ and tradingֱټ พೕࢄʥൕሒذ
Earn Elite Development Limited Hong Kong Ordinary HK$2 – 100% Property investment พҙ༅ذ ɷೕࢄτࠉʔ̇ ࠗಋ ౝٖ 2ಋʏޔ
Easy Dynamic Limited British Virgin Islands Ordinary US$1 – 100% Securities investment ߜᙔၐဍԕະࢌ ౝٖ 1ʏ ᖬԴҙ༅
Evergo China Holdings Limited Bermuda/ Ordinary HK$100,775,869.10 – 100% Investment holding Hong Kong ౝٖ 100,775,869.10ಋʏ ҙ༅ઁٖ ϛᄮ༠þ ࠗಋ
Evergo Holdings (China) British Virgin Islands/ Ordinary US$2,509,454 – 100% Investment holding Company Limited Hong Kong ౝٖ 2,509,454ʏ ҙ༅ઁٖ ෲঢ়එ྆ɻਝτࠉʔ̇ ߜᙔၐဍԕະࢌþ ࠗಋ
Evergo Holdings Hong Kong Ordinary HK$1,000 – 100% Investment holding Company Limited ࠗಋ ౝٖ 1,000ಋʏ ҙ༅ઁٖ ෲঢ়එ྆τࠉʔ̇
Fair City Limited Hong Kong Ordinary HK$2 – 100% Property development
τࠉʔ̇ ࠗಋ ౝٖ 2ಋʏ and trading ɀཌྷȹཌྷααంےࢯ พೕࢄʥൕሒذ
Fair Eagle Finance Hong Kong Ordinary HK$10,000,000 – 100% Securities margin financing ጪ༅ټᖬړCredit Limited ࠗಋ ౝٖ 10,000,000ಋʏ ᖬԴ
ജɁ ጪτࠉʔ̇ټʨೕ
พඑ྆ 192
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ᙔʔ̇ੱᙩڃPARTICULARS OF PRINCIPAL SUBSIDIARIES 55. ˚߬ .55 (Cont’d)
ements
Proportion of Fully paid nominal value Place of Class of share/ share capital/ of paid-up capital/ incorporation/ registered registered registered capital operation capital held capital held by the Company ᖔӷٖ̯þ Principal activitiesܛþ ᖔӷٖ̯þ ̯ʔֺٖ̇ͫܛName of subsidiary ഽ˫ι͓þ ֺ
ഽڃٲ၃ল৻ం ᙔʔ̇Ίီ ᏪΔᒨ ഽ˫༅̯ᗘП ഽ˫༅̯ ഽ˫༅̯ࠍࠤɾϛʗˈ ˚߬พ৻ڃ Directly Indirectly અ ංઅق
Notes to the Consolidated Financial Stat to the Consolidated Notes Fair Eagle Futures Hong Kong Ordinary HK$5,000,000 – 100% Brokering and dealing Company Limited ࠗಋ ౝٖ 5,000,000ಋʏ in futures contracts ʨೕ౨ஒτࠉʔ̇ ౨ஒʥൕሒ
Fair Eagle Securities Hong Kong Ordinary HK$228,000,000 – 100% Provision of brokerage ৻רCompany Limited ࠗಋ ౝٖ 228,000,000ಋʏ ొԜ ʨೕᖬԴτࠉʔ̇
G-Prop (Holdings) Limited#@ Bermuda/ Ordinary HK$24,282,550.08 – 41.93% Investment holding ͽͬพτࠉʔ̇#@ Hong Kong ౝٖ 24,282,550.08ಋʏ ҙ༅ઁٖټ ϛᄮ༠þ ࠗಋ
Global Stage Limited British Virgin Islands Ordinary US$1 – 100% Securities investment ߜᙔၐဍԕະࢌ ౝٖ 1ʏ ᖬԴҙ༅
Grand Silver Limited British Virgin Islands/ Ordinary US$1 – 70.01% Property development พೕࢄذ Business name: Hong Kong ౝٖ 1ʏ) Grand Silver Capital Limited) ߜᙔၐဍԕະࢌþ พ৻Ίီi ࠗಋ Grand Silver Capital Limited
Grandhall Secretarial Hong Kong Ordinary HK$10,000 – 100% Secretarial services
৻רAnnual Report 2010 Services Limited ࠗಋ ౝٖ 10,000ಋʏ ो࣊ ৻τࠉʔ̇רяႚो࣊
Groupluck Company Limited Hong Kong Ordinary HK$2 – 100% Money lending ඦי ࠗಋ ౝٖ 2ಋʏ
Harbour Trade Limited British Virgin Islands Ordinary US$1 – 100% Securities investment ߜᙔၐဍԕະࢌ ౝٖ 1ʏ ᖬԴҙ༅
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 193
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat ᙔʔ̇ੱᙩڃPARTICULARS OF PRINCIPAL SUBSIDIARIES 55. ˚߬ .55 (Cont’d)
Proportion of
ഽڃٲFully paid nominal value ၃ল৻ం Place of Class of share/ share capital/ of paid-up capital/ incorporation/ registered registered registered capital operation capital held capital held by the Company ᖔӷٖ̯þ Principal activitiesܛþ ᖔӷٖ̯þ ̯ʔֺٖ̇ͫܛName of subsidiary ഽ˫ι͓þ ֺ ᙔʔ̇Ίီ ᏪΔᒨ ഽ˫༅̯ᗘП ഽ˫༅̯ ഽ˫༅̯ࠍࠤɾϛʗˈ ˚߬พ৻ڃ Directly Indirectly
ements અ ංઅق
Hillsborough Holdings Limited British Virgin Islands/ Ordinary US$1 – 100% Property investment พҙ༅ذ Hong Kong ౝٖ 1ʏ ߜᙔၐဍԕະࢌþ ࠗಋ
Mass Rise Limited British Virgin Islands Ordinary US$1 – 100% Investment holding τࠉʔ̇ ߜᙔၐဍԕະࢌ ౝٖ 1ʏ ҙ༅ઁٖק̜
Modern City Investment Limited Hong Kong Ordinary HK$4 – 75% Property investment พҙ༅ذ ᔪҙ༅τࠉʔ̇ ࠗಋ ౝٖ 4ಋʏےณ
Moon Ocean Ltd. British Virgin Islands Ordinary US$7,001 – 70.01% Property development พೕࢄذ ߜᙔၐဍԕະࢌ ౝٖ 7,001ʏ Non-voting US$2,999 deferred ಲҙᚬႮٖ֝ 2,999ʏ
Oriental Master Ltd. British Virgin Islands Ordinary US$1 100% – Investment holding ߜᙔၐဍԕະࢌ ౝٖ 1ʏ ҙ༅ઁٖ
Paul Y. (New Tunnel) Limited Hong Kong Ordinary HK$2 – 100% Investment holding ജณ፬༞τࠉʔ̇ ࠗಋ ౝٖ 2ಋʏ ҙ༅ઁٖړ
Paul Y. Holdings Cayman Islands/ Ordinary HK$70,715,005.70 100% – Investment holding Company Limited Hong Kong ౝٖ 70,715,005.70ಋʏ ҙ༅ઁٖ
ਅະࢌþ ɀཌྷȹཌྷααం ࠗಋ
Perfect World Company Limited Hong Kong Ordinary HK$10,000 – 100% Estate management พဳଉذ พဳଉτࠉʔ̇ ࠗಋ ౝٖ 10,000ಋʏذڌ֦
ജɁ
Pinecrest International Limited British Virgin Islands Ordinary US$1 – 100% Investment holding พඑ྆ ߜᙔၐဍԕະࢌ ౝٖ 1ʏ ҙ༅ઁٖ 194
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
ᙔʔ̇ੱᙩڃPARTICULARS OF PRINCIPAL SUBSIDIARIES 55. ˚߬ .55 (Cont’d)
ements
Proportion of Fully paid nominal value Place of Class of share/ share capital/ of paid-up capital/ incorporation/ registered registered registered capital operation capital held capital held by the Company ᖔӷٖ̯þ Principal activitiesܛþ ᖔӷٖ̯þ ̯ʔֺٖ̇ͫܛName of subsidiary ഽ˫ι͓þ ֺ
ഽڃٲ၃ল৻ం ᙔʔ̇Ίီ ᏪΔᒨ ഽ˫༅̯ᗘП ഽ˫༅̯ ഽ˫༅̯ࠍࠤɾϛʗˈ ˚߬พ৻ڃ Directly Indirectly અ ංઅق
Notes to the Consolidated Financial Stat to the Consolidated Notes Pioneer Time British Virgin Islands/ Ordinary US$1 – 100% Property investment พҙ༅ذ Investment Limited Hong Kong ౝٖ 1ʏ ߜᙔၐဍԕະࢌþ ࠗಋ
Pretty Wave Limited British Virgin Islands Ordinary US$1 – 100% Securities investment Ꮯτࠉʔ̇ ߜᙔၐဍԕະࢌ ౝٖ 1ʏ ᖬԴҙ༅ژ
Rich Honour Limited Hong Kong Ordinary HK$2 – 100% Investment holding ᔔᒤτࠉʔ̇ ࠗಋ ౝٖ 2ಋʏ ҙ༅ઁٖ
Silver Step Limited Hong Kong Ordinary HK$2 – 100% Property development Ⴚபτࠉʔ̇ ࠗಋ ౝٖ 2ಋʏ and trading พೕࢄʥൕሒذ
Silvercord Limited Hong Kong Ordinary HK$14,600 – 100% Property investment พҙ༅ذ Ⴚঢ়τࠉʔ̇ ࠗಋ ౝٖ 14,600ಋʏ
Sincere Field Limited British Virgin Islands Ordinary US$1 – 100% Securities investment ߜᙔၐဍԕະࢌ ౝٖ 1ʏ ᖬԴҙ༅
Smart Ocean Limited British Virgin Islands Ordinary US$1 – 100% Investment holding ߜᙔၐဍԕະࢌ ౝٖ 1ʏ ҙ༅ઁٖ
Annual Report 2010
Speed Win Limited Hong Kong Ordinary HK$2 – 100% Property development Ӿ༜τࠉʔ̇ ࠗಋ ౝٖ 2ಋʏ and trading พೕࢄʥൕሒذ
Stable Castle Limited Hong Kong Ordinary HK$1 – 100% Property investment พҙ༅ذ Ϊʪτࠉʔ̇ ࠗಋ ౝٖ 1ಋʏ
Sun Power Investments Ltd. British Virgin Islands/ Ordinary US$1 – 100% Securities investment Hong Kong ౝٖ 1ʏ ᖬԴҙ༅
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES ߜᙔၐဍԕະࢌþ ࠗಋ 195
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat ᙔʔ̇ੱᙩڃPARTICULARS OF PRINCIPAL SUBSIDIARIES 55. ˚߬ .55 (Cont’d)
Proportion of
ഽڃٲFully paid nominal value ၃ল৻ం Place of Class of share/ share capital/ of paid-up capital/ incorporation/ registered registered registered capital operation capital held capital held by the Company ᖔӷٖ̯þ Principal activitiesܛþ ᖔӷٖ̯þ ̯ʔֺٖ̇ͫܛName of subsidiary ഽ˫ι͓þ ֺ ᙔʔ̇Ίီ ᏪΔᒨ ഽ˫༅̯ᗘП ഽ˫༅̯ ഽ˫༅̯ࠍࠤɾϛʗˈ ˚߬พ৻ڃ Directly Indirectly
ements અ ංઅق
The House of Kwong Hong Kong Ordinary HK$500,000 – 100% Cosmetics distribution Sang Hong Limited ࠗಋ ౝٖ 500,000ಋʏ and trading מʗሻʥൗۂᄤ́ਦτࠉʔ̇ ʝї
Treasure Note Limited British Virgin Islands Ordinary US$1 – 100% Securities investment ᗸᗗτࠉʔ̇ ߜᙔၐဍԕະࢌ ౝٖ 1ʏ ᖬԴҙ༅
View Success Hong Kong Ordinary HK$2 – 61.96% Property investment พҙ༅ذ Investments Limited ࠗಋ ౝٖ 2ಋʏ ౡϼҙ༅τࠉʔ̇
ෲঢ়ָΔଐιτࠉʔ̇Δ PRC Registered US$219,760,000 – 100% Property development Evergo Real Estate (chengdu) ɻਝ ഽ˫༅̯ 219,760,000ʏ and trading พೕࢄʥൕሒذ Company LimitedΔ
ෲঢ়ָΔଐɐࣵτࠉʔ̇Δ PRC Registered US$10,500,000 – 100% Property investment พҙ༅ذ Evergo Real Estate (Shanghai) ɻਝ ഽ˫༅̯ 10,500,000ʏ) Company Limited)Δ
ෲঢ়ྡྷพιτࠉʔ̇Δ PRC Registered US$449,400,000 – 100% Property development พೕࢄذ Evergo Enterprises (Chengdu) ɻਝ ഽ˫༅̯ 449,400,000ʏ) Company Limited)Δ
None of the subsidiaries had any debt securities subsisting at the end of the reporting period or at any time during the reporting period.
ᙔʔ̇ኟτͨЄඦ৻ᖬԴe ɀཌྷȹཌྷααంڃЄంй౨̱ࣂංcԎಲͨכంй౨̱ʥכ
# Listed company in Hong Kong ࠗಋɐ̟ʔ̇ * 75% owned by the Group and 25% owned by Power Jade Limited ̯එ྆ܛτ75%ʥPower Jade Limitedܛτ25% @ Although the Group has only 41.93% interest in G-Prop, the Group still has control over its board and the governing power ജɁ of its financial and operating policies. In addition, a director, who is also the controlling shareholder of the Company, held
approximately 20.33% of the issue shares of G-Prop through his wholly-owned company. Thus G-Prop remains as a พඑ྆ subsidiary of the Company. ೪h̊̔cܧͽɾઁٖᚬݯ41.93%c̯එ྆ྦྷԯ໎ԑผʋԮτઁԹᚬcԎτᚬဳࠉԯল৻Ꮺ༜ټכᐣԚ̯එ྆ ᙔʔ̇eڃͽʋᙔ̯ʔ̇ɾټܨͽ20.33%ٖᚬcټτܛʔ̇ȹϽ໎ԑ࠹ઁᚬٖ༦ԯͲ༅ኟτɾʔ̯̇ Δ Wholly foreign-owned enterprise ̔ਆዟ༅ͬพ 196
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ 56. PARTICULARS OF PRINCIPAL ASSOCIATES 56. ˚߬ᐲᏪʔ̇ੱ
˥ements The Directors are of the opinion that a complete list of the particulars ໎ԑผႏݯͶˮͲᐲᏪʔ̇༅ࢿผ ᚉׄ̋ٲϊcɎܨeٽʕכof all associates would be of excessive length and therefore the ᆵఝ༦ ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀྦྷ̯එ྆ɾכ following list contains only the associates as at 31st December, 2010 which principally affected the results or assets of the Group. พᐜֶ༅ଐτࠇ߬ᄧᚊɾᐲᏪʔ̇ɾ ੱe
Percentage
ഽڃٲ၃ল৻ం Fully paid of equity Place of Class of share/ share capital/ attributable incorporation/ registered registered indirectly operation capital held capital to the Company
Notes to the Consolidated Financial Stat to the Consolidated Notes þ ᖔӷٖ̯þ ̯ʔ̇ංઅᎶЌ Principal activitiesٖͫܛName of associate ഽ˫ι͓þ ֺ ᐲᏪʔ̇Ίီ ᏪΔᒨ ഽ˫༅̯ᗘП ഽ˫༅̯ ٖ̯ϛʗˈ ˚߬พ৻
Best Profit Limited Hong Kong Ordinary HK$1 25% Property development ɼԙτࠉʔ̇ ࠗಋ ౝٖ 1ಋʏ and trading พೕࢄʥൕሒذ
Direct Win Hong Kong Ordinary HK$900 33.33% Property development Development Limited ࠗಋ ౝٖ 900ಋʏ and trading พೕࢄʥൕሒذ ࿘ೕࢄτࠉʔ̇
Ever Sure Hong Kong Ordinary HK$2 50% Property development Investments Limited ࠗಋ ౝٖ 2ಋʏ and trading พೕࢄʥൕሒذ ҙ༅τࠉʔ̷̇
Finedale Industries Limited Hong Kong Ordinary HK$9,999 33.33% Property investment พҙ༅ذ ᄤեྡྷพτࠉʔ̇ ࠗಋ ౝٖ 9,999ಋʏ
Get Wisdom Limited British Virgin Islands Ordinary US$10 50% Investment holding ౣτࠉʔ̇ ߜᙔၐဍԕະࢌ ౝٖ 10ʏ ҙ༅ઁٖ
Healthy Point Limited Hong Kong Ordinary HK$2 50% Property investment พҙ༅ذ ੜԄτࠉʔ̇ ࠗಋ ౝٖ 2ಋʏ
Annual Report 2010 Non-voting preferred HK$1 ಲҙᚬͱٖ 1ಋʏ
Power Jade Limited British Virgin Islands/ Ordinary US$20 50% Investment holding Business name: Hong Kong ౝٖ 20ʏ ҙ༅ઁٖ) Power Jade ߜᙔၐဍԕະࢌþ Capital Limited) ࠗಋ พ৻Ίီi Power Jade Capital Limited
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 197
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
Notes to the Consolidated Financial Stat 56. PARTICULARS OF PRINCIPAL ASSOCIATES 56. ˚߬ᐲᏪʔ̇ੱᙩ (Cont’d)
Percentage
ഽڃٲFully paid of equity ၃ল৻ం Place of Class of share/ share capital/ attributable incorporation/ registered registered indirectly operation capital held capital to the Company þ ᖔӷٖ̯þ ̯ʔ̇ංઅᎶЌ Principal activitiesٖͫܛName of associate ഽ˫ι͓þ ֺ ᐲᏪʔ̇Ίီ ᏪΔᒨ ഽ˫༅̯ᗘП ഽ˫༅̯ ٖ̯ϛʗˈ ˚߬พ৻
ements Strongplus Limited British Virgin Islands Ordinary US$2 50% Investment holding ߜᙔၐဍԕະࢌ ౝٖ 2ʏ ҙ༅ઁٖ
The Kwong Sang Hong Bermuda Ordinary HK$100,000 50% Investment holding International Limited ϛᄮ༠ ౝٖ 100,000ಋʏ ҙ༅ઁٖ
ࠇᄪऋΔଐτࠉʔ̇Δ PRC Registered HK$1,650,000,000 25% Property development พೕࢄذ Chongqing Champion ɻਝ ഽ˫༅̯ 1,650,000,000ಋʏ Globe Company LimitedΔ
ࠇᄪཬΔଐτࠉʔ̇Δ PRC Registered HK$1,150,000,000 25% Property development พೕࢄذ Chongqing Champion ɻਝ ഽ˫༅̯ 1,150,000,000ಋʏ King Company LimitedΔ
ࠇᄪάສָΔଐτࠉʔ̇Δ PRC Registered HK$2,380,000,000 25% Property development พೕࢄذ Chongqing Sino Land ɻਝ ഽ˫༅̯ 2,380,000,000ಋʏ Company LimitedΔ
ʿᖚɣ෨τࠉʔ̇† PRC Registered US$24,920,000 50% Property investment Oriental Arts Building Co. Ltd.† ɻਝ ഽ˫༅̯ 24,920,000ʏ and hotel operation พҙ༅ʥৈ֙Ꮺذ
Δ Wholly foreign-owned enterprise ̔ਆዟ༅ͬพ † Sino-foreign equity joint venture enterprise ɻ̔༅Ꮺͬพ
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 198
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ ɾٲؗంرINFORMATION ABOUT THE STATEMENT OF 57. ̯ʔ̇ল৻ .57 FINANCIAL POSITION OF THE COMPANY ༅ࢿ
ements
2010 2009 HK$’000 HK$’000 ɝಋʏ ɝಋʏ
ᙔʔ̇ҙ༅ 5,140,018 5,140,576ڃ Investments in subsidiaries ᙔʔ̇ಁඖ 2,208,018 3,598,261ڃAmounts due from subsidiaries Ꮆν
ഽڃٲ၃ল৻ం Other current assets ԯˢݚ৽༅ଐ 4,750,859 1,582,156 (ᙔʔ̇ಁඖ (9,058,508) (9,952,421ڃAmounts due to subsidiaries ˄߲ (Other current liabilities ԯˢݚ৽߲ඦ (1,766) (2,789 (߲ඦ (1,371) (2,430ړFinancial guarantee liabilities ল৻ኪ
Notes to the Consolidated Financial Stat to the Consolidated Notes
Net assets ༅ଐ૱ࠤ 3,037,250 363,353
ഽ46 190,762 195,000ڃ̯ٖ (Share capital (Note 46 Reserves ௐ 2,846,488 168,353
Total equity ٖ̯ᚬऩᐢᔾ 3,037,250 363,353
ʔ̇Εɀ̯כa) The HKICPA has issued the new HKFRSs which are effective (a) ࠗಋผ߮ʔผɰཕ̠) α۹́ܧfor the Company’s financial year beginning 1st January, 2010. ཌྷȹཌྷαȹ˂ȹˀնɾল eᎶ͂ณࠗڬThe application of the new HKFRSs had no material effect on ࢽɾณࠗಋল৻ంйๅ Ԏಲྦྷ̯ผ߮౨ංֶڬhow the results and financial position for the current or prior ಋল৻ంйๅ ؗɾᇁႇرaccounting periods have been prepared and presented. ༦֡ผ߮౨ංพᐜʥল৻ ʥеంʿβ࿚ιͨЄࠇɣᄧᚊe
˞The Company has undertaken to provide necessary financial ̯ʔ̇ɰֻጻొԜֺল৻༅c ᙔʔ̇ɾ̰ԞᏪe໎ԑผႏڃܛresources to support the future operations of the subsidiaries. ʻ ᙔʔ̇Ԯτӷਪল৻༅ᄚڃThe Directors are of the opinion that the subsidiaries are ݯcΈ financially resourceful in settling obligations. Ϸஐͨe
ᙔʔ̇ҙ༅ሏࠍࠤಕʭϭԯ˿νΑڃ (b) The carrying amount of the investments in subsidiaries is (b) ᔾȽϣད౨Ԟټᔾcτᗐ˿νΑټ reduced to their recoverable amounts which are determined ݚ൴ᔤټᙔʔ̇ɾЅ̰߮Ԟଊڃby reference to the estimation of future cash flows expected ϬΈ
Annual Report 2010 to be generated from the respective subsidiaries. ցe
dאᙔʔ̇ಁඖݯಲڃc) The amounts due from (to) subsidiaries are unsecured, (c) Ꮆν˄߲) interest-free and have no fixed repayment terms. The Directors ЛࢠʥԎಲ՞ցᑹಁ౨e໎ԑผႏ ంйכᙔʔ̇ಁඖڃconsider that the fair values of the amounts due from (to) ݯcᎶν˄߲ subsidiaries at the end of the reporting period approximate to ౨̱ɾʔ̡ࠤၤԯޚᗐሏࠍࠤޚߗe their corresponding carrying amounts.
(d) Profit of the Company for the year ended 31st December, (d) ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α amounted to approximately HK$3,992,538,000 (year ۹c̯ʔ̇ึСݯ3,992,538,000 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES ended 31st December, 2009: HK$64,816,000). ಋʏ࿀ϭɀཌྷཌྷȾαɊɀ˂ɍɊȹˀ α۹i64,816,000ಋʏe˅ 199
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹
58. EVENTS AFTER THE REPORTING PERIOD 58. ంй౨̱܃ԑඖ Notes to the Consolidated Financial Stat
ڃa) Acquisition of River Court Holdings Limited and its subsidiaries (a) νᑪRiver Court Holdings Limitedʥԯ) ᙔʔ̇
ഽڃٲ၃ল৻ం
ɀཌྷȹȹαȹ˂Ɋ̒ˀc̯එ྆ၤכ On 14th January, 2011, the Group entered into a sale and purchase agreement with third parties, in relation to the ɍʿ͓߯ൕሒԾᘪc˞ˤძݯ acquisition of 100% equity interests in River Court Holdings 37,791,104ߜᔦʀ˞ሁኬʥֻኪ ᔾ43,289,000ߜᔦcʗټLimited, which indirectly held the freehold office building, ٖ൘ಁ 465,260,000ಋʏʥכޚnamely River Court, located at 116-129 Fleet Street, Midtown, П London, United Kingdom at a consideration of GBP37,791,104, 532,946,000ಋʏνᑪRiver Court
ements subject to adjustment, and the assumption of shareholders’ Holdings Limitedɾ100%ᚬऩνᑪ loan of approximately GBP43,289,000, which are equivalent River Court eRiver Court Holdings ߜਝ࠷MidtownכτϽܛto approximately HK$465,260,000 and HK$532,946,000 Limitedංઅ respectively (the “Acquisition of River Court”). The Acquisition Fleet Street 116-129໔cΊݯRiver Court of River Court was completed on 14th January, 2011. ɾ̷ɔพᚬᄘΥᅢeνᑪRiver Courtɰ ɀཌྷȹȹαȹ˂Ɋ̒ˀѧιeכ
Upon completion of the Acquisition of River Court, River Court νᑪRiver Courtԑඖѧι܃cRiver Court ιݯ̯එ྆ɾͲ༅ኟڏHoldings Limited has become a wholly-owned subsidiary of Holdings Limited ༦೩၃ল৻ంכᙔʔ̇eڃthe Group. As of the date of approval of these consolidated τ ၃ྦྷמˀ౨c໎ԑผʋΕി࣏͚ٲ financial statements, the Directors were still assessing the ؿผ߮ᄧᚊeٲaccounting implication of the transaction to the consolidated ল৻ం financial statements.
(b) Subscription and purchase of bonds (b) ႏᑪʥᑪൕඦԴ
ɀཌྷȹȹαȹ˂ɊȾˀc̯එ྆ၤכ On 19th January, 2011, the Group entered into a subscription agreement (the “Subscription”) with a third party, in relation ɍʿ͓߯ႏᑪԾᘪႏᑪcݯ ᐢᔾɁ̵ྫྷټto the subscription and purchase of the bonds in the aggregate ႏᑪʥᑪൕ̯ principal amount of RMB2,000,000,000 (the “Bonds”), to be 2,000,000,000ɾඦԴඦԴԎ settled in USD which is equivalent to approximately ˞ޚ303,000,000ʏʻ˟e ኪאUS$303,000,000. The Bonds are senior secured guaranteed ඦԴݯαСଅ8.5ʥͱτ ඦԴcԷ౨ˀݯɀཌྷȹ̒αeႏړ carried interest at a rate of 8.5% per annum and to be matured ɀཌྷȹȹαɍ˂Ɋʄˀѧιeכin 2014. The Subscription was completed on 15th March, ᑪɰ 2011.
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 200
For the year ended 31st December, 2010 ࿀ϭɀཌྷȹཌྷαɊɀ˂ɍɊȹˀ˅α۹ 59. COMPARATIVE FIGURES 59. ˈ༖ᅕΥ
α۹ઔढ़ࠗಋল৻ం̯כഽ2ֺ߸cڃements As explained in Note 2, due to the adoption of new and revised Σ ʥ࠳߯ᘷc၃ল৻ంڬɾณๅڬHKFRSs during the current year, the accounting treatment and йๅ ᗐɾผ߮ʿؒʥеͶʿβɾඖ͌ʥޚٲ presentation of certain items and balances in the consolidated financial statements have been revised to comply with the new ࠳߯˞ଲณஃցeΐϊc༦֡α۹ ɰАˮሁኬcϤၤ̯α۹ɾผٱrequirements. Accordingly, certain prior year and opening balance ʥ౨ ᗐɾˈ༖ᅕΥɰࠇณޚadjustments have been made, certain comparative amounts have ߮ʿؒʥеͶʿβ been reclassified and restated to conform with the current year’s ʗᗘʥࠇͶcɀཌྷཌྷȾαȹ˂ȹˀɾࠇͶ
ഽڃٲ၃ল৻ం ɍᙝeٲؗంر၃ল৻כpresentation and accounting treatment, and a third column of ɰеͶ consolidated statement of financial position as at 1st January, 2009 has been presented.
Notes to the Consolidated Financial Stat to the Consolidated Notes ٲAUTHORISATION FOR ISSUE OF THE 60. ᚬ˰ೕ၃ল৻ం .60 CONSOLIDATED FINANCIAL STATEMENTS
ɀཌྷȹȹαɍ˂ɀɊɍˀғכThe consolidated financial statements were approved and authorised ໎ԑผɰ eٲfor issue by the Board of Directors on 23rd March, 2011. ʥᚬ˰ೕ၃ল৻ం
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES Five-Year Financial Summary 201 ʄαল৻ล߬
Summary of the results, assets and liabilities of the Group for the last five ̯එ྆༦˾ʄαɾพᐜd༅ଐၤ߲ඦล߬ΣɎi years is as follows:
For the year ended 31st December ࿀ϭɊɀ˂ɍɊȹˀ˅α۹ 2010 2009 2008 2007 2006 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ (Note (b)) (Note (c)) (Note (c)) (Note (c)) (ഽ(cڃ(ഽ(cڃ(ഽ(cڃ(ഽ(bڃ (Restated) ࠇͶ
Results พᐜ
Revenue νɃ 2,671,012 2,151,319 1,264,925 4,478,075 4,763,789 (Note (a)) (ഽ(aڃ
ᙩܛLoss) profit for the year ̯α۹ԞϬ) from continuing Ꮺพ৻ɾ operations ᑋฌึС (8,835,747) 10,047,466 (1,454,258) 8,332,868 7,557,087 Loss for the year from ̯α۹ԞϬɰ discontinued ୄ˅Ꮺ operation พ৻ɾᑋฌ – – (1,950) – –
Loss) profit for the year ̯α۹ᑋฌึС (8,835,747) 10,047,466 (1,456,208) 8,332,868 7,557,087)
Attributable to: ᎶЌi Owners of the Company ̯ʔ̇ኟτɁ (8,858,245) 10,023,423 (1,494,376) 8,195,857 7,477,345 ᚬऩ 22,498 24,043 38,168 137,011 79,742ٖઁڈ Non-controlling interests
(8,835,747) 10,047,466 (1,456,208) 8,332,868 7,557,087
СޔLoss) earnings per share Ұٖᑋฌ) (HK$) ಋʏ Basic ਥ̯ (4.60) 5.02 (0.67) 3.60 3.39 Diluted ᚫᑁ (4.60) 5.02 (0.67) 3.60 3.33
Final and interim dividends Ұٖ̱౨ʥɻ౨ٖࢠ per share (HK cents) ಋ˦ 1.0 3.0 14.5 36.0 30.0 Special dividend ҰٖऋПٖࢠ per share (HK cents) ಋ˦ 40.0 63.0 99.0 – –
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 202
At 31st December Ɋɀ˂ɍɊȹˀכ 2010 2009 2008 2007 2006 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ ɝಋʏ (Note (b)) (Note (c)) (Note (c)) (Note (c)) (ഽ(cڃ(ഽ(cڃ(ഽ(cڃ(ഽ(bڃ (Restated)
ʄαল৻ล߬ ࠇͶ
Five-Year Financial Summary Five-Year Assets and liabilities ༅ଐʥ߲ඦ
Total assets ༅ଐᐢࠤ 55,056,360 59,359,365 51,877,539 66,714,307 57,634,327 Total liabilities ߲ඦᐢᔾ (20,845,509) (15,047,051) (16,574,890) (19,048,774) (21,671,693)
Total equity ٖ̯ᚬऩᐢᔾ 34,210,851 44,312,314 35,302,649 47,665,533 35,962,634
Attributable to: ᎶЌi Owners of the Company ̯ʔ̇ኟτɁ 33,507,866 43,511,661 34,650,593 47,161,638 35,532,698 ᚬऩ 702,985 800,653 652,056 503,895 429,936ٖઁڈ Non-controlling interests
34,210,851 44,312,314 35,302,649 47,665,533 35,962,634
Net asset value per share ̯ʔ̇ኟτɁᎶЌ attributable to owners Ұٖ༅ଐ૱ࠤ of the Company (HK$) ಋʏ 17.57 22.31 16.68 20.50 15.72
Number of shares issued ɰೕϷٖͫᅕ͌ 1,907,619,079 1,950,000,079 2,077,750,079 2,300,443,378 2,259,809,483
ഽiڃ :Notes
ɀཌྷཌྷɄαɊɀ˂ɍɊȹˀ˅α۹c̯එ྆כ (a) During the year ended 31st December, 2008, the Group changed its (a) Аൕሒҙ༅ɾеంʿβҡҝݯ˞૱ᔾܛpresentation in the sale of investments held-for-trading to a net basis. ੀˮਕ Accordingly, the figure for year 2007 has been adjusted to reflect the ਥๅеంeΐϊcҡҝɀཌྷཌྷȼαɾᅕΥ˞ʦ change. ܮАˮɾሁኬe
(b) Figures for year 2009 have been adjusted to reflect the changes in (b) ɀཌྷཌྷȾαɾᅕΥɰሁኬc˞ʦܮ၃ল৻ ೪ҝᛰeܧഽ2ֺ߸ɾผ߮ڃٲAnnual Report 2010 accounting policies as described in Note 2 to the consolidated financial ం statements.
(c) The summary of the results, assets and liabilities of the Group for the (c) ̯එ྆࿀ϭɀཌྷཌྷɄαɊɀ˂ɍɊȹˀ˅ɍ three years ended 31st December, 2008 have not been restated upon α۹ɾพᐜd༅ଐၤ߲ඦล߬Ԏಲΐొξઔढ़ 12໔࠳̯߯ϤࠇͶcଉͅڬthe early adoption of HKAS 12 (Amendment) as the Directors are of ࠗಋผ߮ๅ the opinion that the restatement would involve costs not in proportion ܰ໎ԑผႏݯࠇͶֺࣹɾι̯ၤ̯එ྆ɾऩ to the benefit of the Group. ɺޚီe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES Schedule of Principal Properties 203 ٲڃพذ߬˚
The following table sets forth the Group’s major properties as at 31st December, 2010: พiذɀཌྷȹཌྷαɊɀ˂ɍɊȹˀɾ˚߬כ༗Ͷ̯එ྆ٲɎ
PROPERTIES IN HONG KONG
พذࠗಋ
Properties held for investment พذАҙ༅ܛ Category of Group’s the lease interest Location Lot number Usage term එ྆ Δᒨ Δݒᇁ໔ ͂ப ै౨ᗘП ֺЌᚬऩ
1. Windsor House The Remaining Portions of Commercial Long 100% ౨ٽ Gloucester Road Inland Lot Nos. 7717 and 7718 ਆพ 311 Causeway Bay Section A of Inland Lot No. 781 and Hong Kong Sections A and C of Inland Lot No. 782 including 157 car parking spaces) ʑΔݒ7717ʥ7718໔Ɏʗ) ɣ෨ ʑΔݒ781໔Aݒʥ۩ޒ ࠗಋႻᝅᜪйɡ̨༞311໔ ʑΔݒ782໔AʥCݒ ˳ܢ157ӹϽ
2. Harcourt House Certain parts or shares of and Commercial Long 100% ౨ٽ excluding 7th, 8th, 9th, 22nd, in Inland Lot No. 8573 ਆพ) 23rd, 25th, 26th and 27th floors, ʑΔݒ8573໔ɾ rooms 1004 and 1805) ߗɳʗֶͫᔾ 39 Gloucester Road Wanchai, Hong Kong (including 113 car parking spaces) ࡧ⠃ɣ෨ ࠗಋᜪˠйɡ̨༞39໔ 7d8d9d22d23d25d 26ʥ27ᅢd1004ʥ1805۩̔ ˳ܢ113ӹϽ
3. MassMutual Tower Certain parts or shares of and Commercial Long 100% ౨ٽ Gloucester Road in Inland Lot Nos. 3287 and 6936 ਆพ 38 Wanchai, Hong Kong ʑΔݒ3287ʥ6936໔ɾ
ɀཌྷȹཌྷααం including 55 car parking ߗɳʗֶͫᔾ) spaces on basement) ਝຒɣ෨ ࠗಋᜪˠйɡ̨༞38໔
ജɁ ˳ܢΔɾ55ӹϽ
พඑ྆ 204
PROPERTIES IN HONG KONG (Cont’d)
พᙩذࠗಋ
ties
Properties held for investment (Cont’d) พᙩذАҙ༅ܛ Category of Group’s the lease interest
Location Lot number Usage term එ྆ ٲڃพذ߬˚ Δᒨ Δݒᇁ໔ ͂ப ै౨ᗘП ֺЌᚬऩ
Schedule of Principal Proper 4. The ONE The Remaining Commercial Medium 100% No. 100 Nathan Road and Portion of Kowloon ਆพ ɻ౨ nos. 1-19A Granville Road Inland Lot No. 6022 Tsimshatsui, Kowloon Ⱦ᎘ʑΔݒ6022໔ Hong Kong Ɏʗ The ONE ࠗಋȾ᎘άҳՍ Ꮄ༞100໔ʥ டۤϢ༞1-19A໔˱
5. Silvercord Certain parts or shares of and Commercial Long 100% ౨ٽ Shops, restaurants and food court in Kowloon Inland Lot No. 10656 ਆพ on basement, shops on lower ground floor, Ⱦ᎘ʑΔݒ10656໔ɾ ground floor (excluding shop no. 38), ߗɳʗֶͫᔾ 1st floor (excluding shop no. 39), 2nd floor (excluding shop no. 41), the whole 3rd floor and car parking spaces nos. 1, 2, 6, 7, 8, 9, 21, 24, 25, 26, 29, 30, 34 and 35 on basement No. 30 Canton Road, Tsimshatsui Kowloon, Hong Kong ณಋɻʶ ࠗಋȾ᎘άҳՍᄤ༞30໔ Δɾਆ⭕dᎁᜨʥࠕᄤ ΔɎГᄙdΔɎ38໔ਆ⭕̔d
Annual Report 2010 1ᅢ39໔ਆ⭕̔d2ᅢ41໔ਆ⭕̔d 3ᅢͲᄙɾਆ⭕ʥΔ1d2d6d7d8d9d21d 24d25d26d29d30d34ʥ35໔ӹϽ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 205
PROPERTIES IN HONG KONG (Cont’d)
พᙩ Schedule of Principal Properذࠗಋ
Properties held for investment (Cont’d)
ٲڃพذ߬˚ พᙩذАҙ༅ܛ Category of Group’s the lease interest Location Lot number Usage term එ྆ Δᒨ Δݒᇁ໔ ͂ப ै౨ᗘП ֺЌᚬऩ
ties
6. Causeway Place Certain parts or shares of and Residential/ Long 100% ౨ٽ Shop nos. M1, M2, M3, N1, N2, O and P in Inland Lot No. 7742 Commercial on ground floor ʑΔݒ7742໔ɾ ϾΩʼnਆพ shop nos. N2, O and P on mezzanine floor ߗɳʗֶͫᔾ the whole of 1st and 2nd floors and their respective portions of exterior walls, together with flats C, I, J, K, L, N, O, P, Q (each including a flat roof) and H on 3rd floor Hong Kong Mansion nos. 1-7 Paterson Street and nos. 2-10 Great George Street Causeway Bay, Hong Kong ႻᝅᜪΔ ࠗಋႻᝅᜪ ϛᄨณഷ1-7໔ʥ তСІ؝ഷ2-10໔ ࠗಋɣ෨ ΔɎM1dM2dM3dN1dN2dOʥP໔ਆ⭕ ჇᅢN2dOʥP໔ਆ⭕d1ᅢʥ2ᅢͲᄙʥ ԯΈʗɾ̔Ᏻட 3ᅢCdIdJdKdLdNdOdPdQ ˳ܢΈ௰Ͻɾ̡̎ʥH௰Ͻ
7. Chic Castle Certain parts or shares of and Commercial Medium 75% Various shops on in the Remaining Portions of ਆพ ɻ౨ 1st, 2nd and 3rd floors Kowloon Inland Lot President Commercial Centre Nos. 7061, 7062 and 7063 Nathan Road Ⱦ᎘ʑΔݒ7061d7062ʥ 602-608
ɀཌྷȹཌྷααం Mongkok, Kowloon 7063໔Ɏʗɾ Hong Kong ߗɳʗֶͫᔾ Chic ః ӯלࠗಋȾ᎘
ജɁ Ꮄ༞602-608໔ ᐢਆพɣ෨
พඑ྆ 1ᅢd2ᅢʥ3ᅢߗɳਆ⭕ 206
PROPERTIES IN HONG KONG (Cont’d)
พᙩذࠗಋ
ties
Properties held for investment (Cont’d) พᙩذАҙ༅ܛ Category of Group’s the lease interest
Location Lot number Usage term එ྆ ٲڃพذ߬˚ Δᒨ Δݒᇁ໔ ͂ப ै౨ᗘП ֺЌᚬऩ
Schedule of Principal Proper 8. Various Portions of Certain parts or shares of and Industrial Medium 33.33% No. 1 Hung To Road in Kwun Tong Inland Lot No. 415 ɮพ ɻ౨ Kwun Tong, Kowloon ᜮʑΔݒ415໔ɾ Hong Kong ߗɳʗֶͫᔾ (Comprising 352 workshop units and 77 car parking spaces) ࠗಋȾ᎘ᜮ ᒤ྇༞1໔ߗɳ௰Ͻ ˳ܢ352ɮ௰Ͻʥ 77ӹϽ
Estimated Approx. gross Estimated site area floor area completion (square feet) (square feet) Category of Group’s Stage of date Δᆚࠍዶ Ѕ߮ the lease interest Location Lot number completion Ѕ߮ ᅕ ᐢᅢࠍࠍዶ Usage term එ྆ Δᒨ Δݒᇁ໔ ѧιආݒ ѧιˀ౨ ̡ʿа ̡ʿа ͂ப ै౨ᗘП ֺЌᚬऩ
9. Sun Fair Mansions* Section M of Site formation Mid of 2013 12,030 41,020 Residential Long 100% ౨ٽ Shiu Fai Terrace Inland Lot No. 2302 work in progress ɀཌྷȹɍα ϾΩ 12 Mid-Levels East and the Extension Δᆚ̡ኬɮೡ αɻ Hong Kong thereto and ൬Ϸɻ ณሣɣ෨* Section X of ࠗಋ˸ɬ Inland Lot No. 2302 ၚሣၣ12໔ and the Extension thereto
Annual Report 2010 ʑΔݒ2302໔Mݒʥ ԯ֝ࢄʗ˞ʥ ʑΔݒ2302໔Xݒʥ ԯ֝ࢄʗ
* Under redevelopment ɻۺࠇ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 207
PROPERTIES IN HONG KONG (Cont’d)
พᙩ Schedule of Principal Properذࠗಋ
Properties held for sale
ٲڃพذ߬˚ พذАˮਕܛ Approx. gross floor area Group’s (square feet) interest Location Lot number ᐢᅢࠍࠍዶᅕ Usage එ྆
ties Δᒨ Δݒᇁ໔ ̡ʿа ͂ப ֺЌᚬऩ
1. York Place Marine Lot No. 296 4,711* Residential/ 100% No. 22 Johnston Road ࣵࣀΔݒ296໔ Commercial Wanchai, Hong Kong ϾΩʼnਆพ York Place ࠗಋᜪˠɡ༞22໔
* Certain units have been sold after 31st December, 2010. ਕˮe܃ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀכߗɳ௰Ͻɰ
2. Parc Palais Kowloon Inland Lot No. 11118 9,192*# Residential 10% Wylie Road, King’s Park Ⱦ᎘ʑΔݒ11118໔ϾΩ 18 Kowloon, Hong Kong зᎀࢋ ࠗಋȾ᎘ ԕɡ݇ᇯଉ༞18໔
* Certain units have been sold after 31st December, 2010. ਕˮe܃ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀכߗɳ௰Ͻɰ
# Excluding all car parking spaces area. ֺτӹϽɾࠍዶeܢ˳ɺ
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 208
PROPERTIES IN HONG KONG (Cont’d)
พᙩذࠗಋ
ties
Properties held for sale (Cont’d) พᙩذАˮਕܛ Approx. gross floor area Group’s square feet) interest) ٲڃพذ߬˚ Location Lot number ᐢᅢࠍࠍዶᅕ Usage එ྆ Δᒨ Δݒᇁ໔ ̡ʿа ͂ப ֺЌᚬऩ
Schedule of Principal Proper
3. Tuen Mun Centre* Certain parts or shares of and 20,048Δ Commercial 100%# Cinema portion on in Castle Peak Town Lot No. 57 ਆพ ɬ̟Δݒ57໔ɾڇ ground floor, 1st to 3rd floors flat roof on 4th floor ߗɳʗֶͫᔾ portion of external walls of cinema shop nos. 14 and 16 on ground floor Nos. 2-8 Wo Ping Path Nos. 7-35 Yan Ching Street Tuen Mun, New Territories Hong Kong *ɻʶپʰ پʰވࠗಋณ ̡2-8໔ ʆܧഷ7-35໔ ΔɎd1ᅢϭ3ᅢᎻʗ 4ᅢ̡̎dʗᎻ̔Ᏻ˞ʥ ΔɎ14ʥ16໔ਆ⭕
* The property has been sold after 31st December, 2010. ਕˮe܃ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀכพɰذ
Δ Excluding flat roof area on 4th floor. ɺ˳ܢ4ᅢ̡̎ɾࠍዶe
# On 11th February, 2010, the Group had acquired the remaining 50% interest in the property. As a result, the Group
Annual Report 2010 obtained 100% control over the property. พɾ100%ઁԹᚬeذพɎ50%ɾᚬऩeኣϊc̯එ྆Յذɀཌྷȹཌྷαɀ˂Ɋȹˀc̯එ྆ᑪɃכ
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 209
PROPERTIES IN HONG KONG (Cont’d)
พᙩ Schedule of Principal Properذࠗಋ
Properties under development held for sale
ٲڃพذ߬˚ พذАˮਕɾೕࢄɻܛ Estimated Approx. gross site area floor area (square (square
ties Estimated feet) feet) Group’s Stage of completion Δᆚࠍዶ Ѕ߮ interest Location Lot number completion date ᅕ ᐢᅢࠍࠍዶ Usage එ྆ Δᒨ Δݒᇁ໔ ѧιආݒ Ѕ߮ѧιˀ౨ ̡ʿа ̡ʿа ͂ப ֺЌᚬऩ
1. 55 Conduit Road Remaining Portion of Piling work and 2013 36,000 87,800 Residential 70% Hong Kong Section A of Inland the associated ɀཌྷȹɍα ϾΩ ࠗಋ Lot No. 2138 substructure ɳᄨ༞55໔ Sub-section 1 of work in progress Section A of Inland ̨ᅝʥΔਥɮೡ Lot No. 2138 and ൬Ϸɻ Inland Lot No. 2612 ʑΔݒ2138໔AݒɎʗ ʑΔݒ2138໔Aݒ1ʗݒʥ ʑΔݒ2612໔
2. The Hermitage Kowloon Inland Interior fitting Early 2011 146,132 1,095,980 Residential/ 25% Commercial ٱHoi Wang Road Lot Nos. 11167 work in progress ɀཌྷȹȹαα 1 Kowloon, Hong Kong and 11168 ۩ʑ࠳ɮೡ ϾΩʼnਆพ ำ Ⱦ᎘ʑΔݒ ൬Ϸɻޒ۴㞒g ࠗಋȾ᎘ 11167ʥ11168໔ ࣵؓ༞1໔
3. Junction of Kowloon Inland Superstructure Mid of 2012 86,758 650,600 Residential/ 15% Hoi Wang Road, Lot No. 11073 work in progress ɀཌྷȹɀααɻ Commercial ዾɮೡ ϾΩʼnਆพۺYan Cheung Road and Ⱦ᎘ʑΔݒ ɐၰ Yau Cheung Road 11073໔ ൬Ϸɻ West Kowloon Reclamation Area
ɀཌྷȹཌྷααం Kowloon, Hong Kong ࠗಋȾ᎘ ϹȾ᎘ිࣵਂ ം༞ࣵؓ༞d
ജɁ ʥʤം༞͚ވ
พඑ྆ 210
PROPERTIES IN MAINLAND CHINA
พذɻਝɣ
ties
Properties held for investment พذАҙ༅ܛ Category of Group’s the lease interest
Location Usage term එ྆ ٲڃพذ߬˚ Δᒨ ͂ப ै౨ᗘП ֺЌᚬऩ
Schedule of Principal Proper 1. Hilton Beijing Hotel/Commercial Medium 50% Dongfang Road, North Dongsanhuan Road ৈ֙ʼnਆพ ɻ౨ 1 Chaoyang District, Beijing ԕѴဍནৈ֙˵ ˵ԕ̟౩ඈਂ ɍ˵༏dʿ༏1໔
2. Oriental Place Commercial Medium 50% 9 East Dongfang Road, North Dongsanhuan Road ਆพ ɻ౨ Chaoyang District, Beijing ʿਝɣ෨ ˵ԕ̟౩ඈਂ ɍ˵༏dʿ༏9໔
3. Evergo Tower Commercial Medium 100% (excluding unit no. 3 on 9th floor and ਆพ ɻ౨ unit no. 7 on 10th floor) 1325 Central Huaihai Road and 1 Baoqing Road Xuhui District, Shanghai ෲঢ়ɣ෨ ɐ̟ࣵ࢘මਂ ૰ࣵɻ༏1325໔ʥᗸᄪ༏1໔ ۩9ᅢ3۩ʥ10ᅢ7ܢ˳ɺ
4. Platinum Commercial Medium 50% 233 Taicang Road ਆพ ɻ౨
Annual Report 2010 Luwan District, Shanghai ณߘɣ෨ ɐ̟ࣵያᜪਂ ʪ࠸༏233໔
5. Lowu Commercial Plaza Commercial Medium 100% 79 retail shops on 1st floor ਆพ ɻ౨ Jianshe Road, Luohu District Shenzhen, Guangdong Province ےᖓಙਆพ
૯Γ̟ᖓಙਂޘCHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES ᄤ உ༏1ᅢ79ංཌྷਕਆ⭕ۺ 211
PROPERTIES IN MAINLAND CHINA (Cont’d)
พᙩ Schedule of Principal Properذɻਝɣ
Property held for sale/Property under development
ٲڃพذพ ˚߬ذพʼnೕࢄɻذАˮਕܛ Estimated Approx. gross site area floor area (square (square Estimated feet) feet) Group’s
Stage of completion Δᆚ Ѕ߮ interest ties Name of project Location completion date ࠍዶᅕ ᐢᅢࠍࠍዶ Usage එ྆ ඖ͌Ίီ Δᒨ ѧιආݒ Ѕ߮ѧιˀ౨ ̡ʿа ̡ʿа ͂ப ֺЌᚬऩ
1. Splendid City* Group 1, 2, 6 Phase I: Phase II: 795,625* 3,743,000*# Residential 100% Langjia Village Completed Mid of 2012 and *ےജ gϹ፦ Group 1, 2, 3, 4, 7 Phase II: ɀ౨i commercial Yuejin Village Superstructure ɀཌྷȹɀααɻ ϾΩʥਆพ Jinniu District, Chengdu construction Sichuan Province work in progress ȹ౨i ਂ˒ټι̟ޘɭ̒ ࠂࡼҦ1d2d6ୂ ɰѧι ᙺ൬Ҧ1d2d3d4d7ୂ ɀ౨i ዾɮೡۺɐၰ ൬Ϸɻ
* The project will be developed in two phases. Area stated herein represents aggregate area of the whole project. ඖ͌ʗԭ౨ೕࢄe೩ࠍዶݯኬඖ͌ɾᐢࠍዶe
# Certain units of Phase I have been sold after 31st December, 2010. ਕˮe܃ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀכȹ౨ɾߗɳ௰Ͻɰ
Property held for investment under development พذАҙ༅ܛೕࢄɻ Estimated Approx. gross site area floor area (square (square Estimated feet) feet) Category of Group’s Stage of completion Δᆚ Ѕ߮ the lease interest Name of project Location completion date ࠍዶᅕ ᐢᅢࠍࠍዶ Usage term එ྆ ඖ͌Ίီ Δᒨ ѧιආݒ Ѕ߮ѧιˀ౨ ̡ʿа ̡ʿа ͂ப ै౨ᗘП ֺЌᚬऩ
1. Chinese Estates East of Sanguiqian Street Substructure Commercial 404,267* 3,229,000* Residential Medium 100% Plaza* south of East Daqiang Street construction portion: and ɻ౨ ജ ᄤ* west of South Taisheng Road work in progress End of 2013 commercial
ዾɮೡ Residential ϾΩʥਆพ ɀཌྷȹཌྷααంۺand north of Tidu Street Ɏᄙ࿚ Qingyang District, Chengdu ൬Ϸɻ portion: Sichuan Province End of 2014 Ϡਂ ਆพʗiڇι̟ޘɭ̒ ഷ˞ ɀཌྷȹɍαα֛کɍࣔ
ϾΩʗi ജɁ ڲ˞ɣᏳഷ ༏˞Ϲʥ ɀཌྷȹ̒αα֛ڲʪʠ
ొഷ˞˵ พඑ྆
* The project will be developed in phases. Area stated herein represents aggregate area of the whole project. ඖ͌ʗආݒೕࢄe೩ࠍዶݯኬඖ͌ɾᐢࠍዶe 212
PROPERTIES IN MAINLAND CHINA (Cont’d)
พᙩذɻਝɣ
ties
Properties held for development พذАೕࢄܛ Estimated Approx. gross site area floor area ٲڃพذ߬˚ (square (square Estimated feet) feet) Group’s
Schedule of Principal Proper Stage of completion Δᆚ Ѕ߮ interest Name of project Location completion date ࠍዶᅕ ᐢᅢࠍࠍዶ Usage එ྆ ඖ͌Ίီ Δᒨ ѧιආݒ Ѕ߮ѧιˀ౨ ̡ʿа ̡ʿа ͂ப ֺЌᚬऩ
1. The Metropolis* East of Yixue Lane Phase I: Phase I: 194,411* 1,652,000* Residential 100% ജ gමജ* south of Hongbu Main Street Superstructure End of 2012 and and north of Tangba Street construction ȹ౨i commercial Jinjiang District, Chengdu work in progress ɀཌྷȹɀαα֛ ϾΩʥਆพ Sichuan Province ȹ౨i ዾɮೡۺι̟፦ϐਂ ɐၰޘɭ̒ ຮነ۳˞ ൬Ϸɻ ʥڲ˞̠̳ഷ ᗇⒻഷ˞˵
* The project will be developed in phases. Area stated herein represents aggregate area of the whole project. ඖ͌ʗආݒೕࢄe೩ࠍዶݯኬඖ͌ɾᐢࠍዶe
2. Huaxinjie Street No. 1 Zhongxin Section In design stage Phase I: 2,207,546# 11,086,000# Residential, 25% Development*# and Qiaobei Village Εஉ߮ආݒ Fourth Quarter commercial Chongqing Huaxinjie Street of 2014 and school ࠇᄪ̟ Jiangbei District ȹ౨i ϾΩdਆพ ജณഷഷ༞ Chongqing ɀཌྷȹ̒α ʥነ࣎ ೕࢄඖ͌*# ࠇᄪ̟ϐ˵ਂ ̒տ ജณഷഷ༞ ኽ˵Ҧʥ
Annual Report 2010 ɻጙݒ1໔
* The land was acquired in public auction held on 30th July, 2007. The contract for grant of state-owned land use right was signed with Chongqing Land and Resource and Housing Administration Bureau on 2nd February, 2008. The land was handed over on 15th July, 2010. ɀཌྷཌྷɄαɀ˂ɀˀၤࠇᄪ̟ਝɠ༅ָ۰ဳଉѫᖋ߯eΔכɀཌྷཌྷȼαȼ˂ɍɊˀᐾϷؿʔሒɻᘏeτᗐਝτɠΔԚ͂ᚬˮᜑכΔ ɀཌྷȹཌྷαȼ˂Ɋʄˀ͚અeכɰ
# The project will be developed in four phases. Area stated herein represents aggregate area of the whole project. ඖ͌ੀʗ̒౨ೕࢄe೩ࠍዶݯኬඖ͌ɾᐢࠍዶe
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 213
PROPERTY IN MACAU
พ Schedule of Principal Properذپዌ
Property under development held for sale
ٲڃพذ߬˚ พذАˮਕɾೕࢄɻܛ Estimated Approx. gross site area floor area (square (square
ties Estimated feet) feet) Group’s Stage of completion Δᆚ Ѕ߮ interest Location Lot number completion date ࠍዶᅕ ᐢᅢࠍࠍዶ Usage එ྆ Δᒨ Δݒᇁ໔ ѧιආݒ Ѕ߮ѧιˀ౨ ̡ʿа ̡ʿа ͂ப ֺЌᚬऩ
1. Avenida Wai Long Parcels 1C1, 1C2, 1C3, Site formation Phase I: 890,301* 5,786,296*# Residential 70.01% Development* 2a, 2b, 2d, 3, 4a, 4b, work in progress 2014 ϾΩ Taipa, Macau 5a1, 5a2, 5a3, 5b1, 5b2, Δᆚ̡ኬɮೡ ȹ౨i 㛻ˠ 5b3, 5b4, 5b5, 5b6, ൬Ϸɻ ɀཌྷȹ̒αپዌ ৩᎘༏ A3a, A3b, A4a, A4b, ೕࢄඖ͌* E1a, E1b, E2 and E3 ᇁ໔1C1d1C2d1C3d 2ad2bd2dd3d4ad4bd 5a1d5a2d5a3d5b1d5b2d 5b3d5b4d5b5d5b6d A3adA3bdA4adA4bd E1adE1bdE2ʥE3
* The project will be developed in phases. Area stated herein represents aggregate area of the whole project. ඖ͌ʗආݒೕࢄe೩ࠍዶݯኬඖ͌ɾᐢࠍዶe
# Excluding car park area and outdoor facilities area. ᆲeܪӹᆲʥ۩̔உܢ˳ɺ
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 214 Schedule of Properties Development Rights ٲڃพೕࢄᚬऩذ
PROPERTIES IN HONG KONG
พذࠗಋ
Properties held for sale พذАˮਕܛ Approx. gross floor area Group’s (square feet) interest Location Lot number ᐢᅢࠍࠍዶᅕ Usage එ྆ Δᒨ Δݒᇁ໔ ̡ʿа ͂ப ֺЌᚬऩ
1. MOD 595 Kowloon Inland 1,188* Residential/ 100% No. 595 Reclamation Street Lot No. 11173 Commercial Mongkok, Kowloon Ⱦ᎘ʑΔݒ11173໔ ϾΩʼnਆพ Hong Kong MOD 595 ӯלࠗಋȾ᎘ ณිΔഷ595໔
* Excluding all car parking spaces area. ֺτӹϽɾࠍዶeܢ˳ɺ
Note: The property development rights were granted pursuant to development agreement with Urban Renewal Authority. ѫ͓߯ɾೕࢄԾᘪˮeۺพೕࢄᚬȽ࣓ኣၤ̟ਂࠇذ ഽiڃ
2. i-home Kowloon Inland 1,182* Residential/ 100% No. 38 Larch Street Lot No. 11182 Commercial Tai Kok Tsui, Kowloon Ⱦ᎘ʑΔݒ11182໔ ϾΩʼnਆพ Hong Kong i-home ࠗಋȾ᎘ɣӯՍ ݗഷ38໔
* The remaining unit has been sold after 31st December, 2010. ਕˮe܃ɀཌྷȹཌྷαɊɀ˂ɍɊȹˀכɎɾ௰Ͻɰ
Note: The property development rights were granted pursuant to development agreement with Urban Renewal Authority.
ѫ͓߯ɾೕࢄԾᘪˮeۺพೕࢄᚬȽ࣓ኣၤ̟ਂࠇذ ഽiڃ Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES 215
PROPERTIES IN HONG KONG (Cont’d) Development Rights Schedule of Properties
พᙩذࠗಋ
ٲڃพೕࢄᚬऩذ Property under development held for sale พذАˮਕɾೕࢄɻܛ Estimated Approx. gross site area floor area (square (square Estimated feet) feet) Group’s Stage of completion Δᆚ Ѕ߮ interest Location Lot number completion date ࠍዶᅕ ᐢᅢࠍࠍዶ Usage එ྆ Δᒨ Δݒᇁ໔ ѧιආݒ Ѕ߮ѧιˀ౨ ̡ʿа ̡ʿа ͂ப ֺЌᚬऩ
1. The Zenith Section F and Superstructure End of 2012 15,775 159,700 Residential/ 87.5% (Phase II) the Remaining work in progress ɀཌྷȹɀα Commercial (Notes (Wanchai Road Portion of ɐၰɮೡ α֛ ϾΩʼnਆพ 1 and 2 1 ഽ1ʥ2ڃ Wanchai Inland Lot ൬Ϸɻ Hong Kong No. 8953 ֆᓹࢋ ʑΔݒ8953໔Fݒʥ ɀ౨ ԯɎʗ ࠗಋᜪˠ ᜪˠ༞1໔
Notes: ഽiڃ
1. It refers to the Group’s percentage of interest of property development rights in a consortium which engaged Urban Renewal Authority (“URA”) (the successor to Land Development Corporation) in the project. พೕࢄᚬСֺЌɾᚬऩϛʗˈeذѫݯɠΔೕࢄʔ̇ɾᘗͨɁͳၤඖ͌ɾۺѫ̟ۺඑ྆ၤ̟ਂࠇ̯ܞᚬऩ
2. The 87.5% attributable interest of property development rights includes the indirect interest of 12.5% held through the Group's interest in Power Jade Limited which has a 25% direct interest in the consortium. ɾංઅᚬऩe%12.5ܛઅᚬऩֺقτল྆25%ܛPower Jade Limitedԯכ༦̯එ྆ܢ˳พೕࢄᚬСɾ87.5%ᚬऩذᎶЌ
3. In this joint venture with URA, the consortium finances both the land costs and construction costs, and is entitled to claim for reimbursements for land costs and construction costs so incurred together with the share of any development profits with URA in accordance with the terms and conditions of the joint development agreement. cԎτᚬԗኣͳೕࢄԾᘪɾૈಁʥૈͧ߬ұ˟ᑹֺࣹʥɾټዾι̯ొԜ༅ۺѫАɾᏪඖ͌ɻcল྆ݯɠΔι̯ʥۺΕၤ̟ ѫᚫʗͨЄೕࢄึСeۺዾι̯c˞ʥၤ̟ۺɠΔι̯ʥ
ɀཌྷȹཌྷααం
ജɁ
พඑ྆ 216 Schedule of Principal Property Acquired After The Reporting Period ٲڃพذνᑪɾ˚߬܃ంй౨̱כ
PROPERTY IN THE UNITED KINGDOM
พذߜਝ
Property to be held for investment พذАҙ༅ܛੀ
Category of Group’s the lease interest Location Usage term එ྆ Δᒨ ͂ப ै౨ᗘП ֺЌᚬऩ
1. River Court* Commercial Freehold 100% 116-129 Fleet Street ਆพ ̷ɔพᚬ London, EC4 United Kingdom River Court* ߜਝ࠷EC4 116-129 Fleet Street
* Acquisition of the property completed on 14th January, 2011. ɀཌྷȹȹαȹ˂Ɋ̒ˀѧιeכพɾνᑪذ
Annual Report 2010
CHINESE ESTATES HOLDINGS LIMITED CHINESE ESTATES