Stock Code 股份代號: 0345
where healthy life begins
ANNUAL REPORT 年 08/09 報 HONG KONG ࠗಋ پAND MACAU ʥዌ ಶࠎณۂכᙩҙ༅ܛ Continuous investment in brand rejuvenation and distribution channel expansion ʥᒷɣʗሻಒ༞
MAINLAND CHINA ɻਝʑΔ Growing net sales revenue by 56% ሻਕνɃ૱ᔾᄈ˱56%c and expanding market presence ొঢ়̟Ќτଅ
AUSTRALIA ዌݘ AND NEW ZEALAND ʥณϹᙬ Achieving No.1 market position and ࣃӸ̟ეኒΔϽc ଊᖇ৪ٲdelivering healthy business performance พ৻
NORTH AMERICA ˵ݘ Improving operating results ༦ࠇኬพ৻ୂc cۂby readjusting business make-up ਿ؇ঢ়Сᅼଐ and focusing on more profitable areas ҝഁᏪ༜พᐜ
SINGAPORE ณ˱գ Integrating successfully with ι˲ጪɃၐˢ̘එ྆c ଊଉٲVitasoy family and recording พᐜ satisfactory financial performance CONTENTS ͌፣
Directors and Corporate Information 2 ໎ԑʥඑ྆༅ࢿ Financial Highlights 4 ল৻࿂߬ Chairman’s Statement 6 ˚ంй࣊ Management Report 16 ဳଉᄙంй࣊ Corporate Governance Report 36 พဳ؝ంй࣊ͬ Directors and Senior Management 48 ໎ԑʥঢ়ᄙဳଉɁࡗ Report of the Directors 54 ໎ԑผంй࣊ Independent Auditor’s Report 67 ዟ͓࣏ᅕంй࣊ Consolidated Income Statement 69 ٲ၃ฌऩం Consolidated Balance Sheet 70 ٲ၃༅ଐ߲ඦ Balance Sheet 72 ٲ༅ଐ߲ඦ Consolidated Statement of Changes in Equity 74 ٲ၃ᚬऩᛰ৽ Consolidated Cash Flow Statement 75 ٲݚ൴ټ၃ଊ Notes to the Financial Statements 78 ഽڃٲল৻ం Five Year Summary 183 ʄαল৻࿂߬ Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇ DIRECTORS AND CORPORATE INFORMATION ໎ԑʥඑ྆༅ࢿ
BOARD OF DIRECTORS ໎ԑผ
EXECUTIVE CHAIRMAN ਨϷ˚
Mr. Winston Yau-lai LO ᖓʤᓤͱ́
ਨϷ໎ԑڈINDEPENDENT NON-EXECUTIVE DIRECTORS ዟ͓
Dr. The Hon. Sir David Kwok-po LI ңਝᗸᏲɡ Mr. Iain F. BRUCE ̠ቧɡͱ́ Mr. Jan P. S. ERLUND Jan P. S. ERLUNDͱ́
ਨϷ໎ԑڈ NON-EXECUTIVE DIRECTORS
Ms. Myrna Mo-ching LO ᖓᄮ߱ɤɡ Ms. Yvonne Mo-ling LO ᖓᄮށɤɡ
EXECUTIVE DIRECTORS ਨϷ໎ԑ
ͱ́۽ڌMr. Laurence P. EISENTRAGER ቭ Mr. Eric Fat YU Еೕͱ́
COMPANY SECRETARY ʔ̇ो࣊
Ms. Paggie Ah-hing TONG ಝԓࡇɩմ
QUALIFIED ACCOUNTANT ༅ࣟผ߮
Mr. William Chi-chung LO ᖓҁᐱͱ́
REGISTERED & HEAD OFFICE ഽ˫ፒԑᐢ୮
No. 1 Kin Wong Street, Tuen Mun, ࠗಋณވ ഷȹ໔לۺپNew Territories, Hong Kong ʰ
AUDITORS ࣏ᅕ
KPMG ଓۤผ߮ԑ৻ֺ
PRINCIPAL BANKERS ˚߬Ԟ֡ႺϷ
The Bank of East Asia, Limited ԓႺϷτࠉʔ̇ ٦࿏ႺϷ .Citibank, N.A The Bank of Tokyo-Mitsubishi, Limited ԕɍഝႺϷ Australia and New Zealand Banking Group Limited Australia and New Zealand Banking Group Limited Rabobank ୩ᙬАႺϷ BNP Paribas ؒਝʱቭႺϷ Bank of China (Hong Kong) Limited ɻਝႺϷࠗಋτࠉʔ̇ 02 Annual Report 2008/2009 αం
DIRECTORS AND CORPORATE INFORMATION ໎ԑʥඑ྆༅ࢿ
ᚋਐ܁PRINCIPAL LAWYER ˚߬ؒ
ԑ৻ֺ܁ڌStephenson Harwood & Lo ᖓࡧ
SHARE REGISTRAR ٖͫ༦ʸত୮
Computershare Hong Kong Investor Services Limited ࠗಋɻ̕ᖬԴতτࠉʔ̇ ɣ༞183໔ޒF., Hopewell Centre, 183 Queen’s Road East, ࠗಋᜪˠ/46 Wanchai, Hong Kong ɻʶ46ᅢ
WEBSITE ADDRESSES ၉э
Vitasoy International Holdings Limited ၐˢ̘ਝඑ྆τࠉʔ̇ – www.vitasoy.com (English and Chinese) – www.vitasoy.comɻߜʼ – www.vitasoy.com.hk (English and Chinese) – www.vitasoy.com.hkɻߜʼ
৻τࠉʔ̇רVitaland Services Limited ၐˢʨΔ – www.vitaland.com.hk (Chinese only) – www.vitaland.com.hkɻʼ
Hong Kong Gourmet Limited ࠗಋࠕτࠉʔ̇ – www.hkgourmet.com.hk (Chinese only) – www.hkgourmet.com.hkɻʼ
ඝࢿτࠉʔ̇ۂࠕעShenzhen Vitasoy (Guang Ming) Foods and Beverage ૯Γၐˢͮ Company Limited ၐˢ̘ɐࣵτࠉʔ̇ Vitasoy (Shanghai) Company Limited – www.vitasoy-chn.comɻʼ – www.vitasoy-chn.com (Chinese only)
Vitasoy Australia Products Pty. Ltd. Vitasoy Australia Products Pty. Ltd. – www.vitasoy.com.au (English only) – www.vitasoy.com.auߜʼ
Vitasoy USA Inc. Vitasoy USA Inc. – www.vitasoy-usa.com (English only) – www.vitasoy-usa.comߜʼ
ӝɁτࠉʔ̇ۂUnicurd Food Co. (Private) Limited ȹࠕ – www.unicurd.com.sg (English only) – www.unicurd.com.sgߜʼ
KEY DATES ࠇ߬ˀ౨
Closure of Register: 31st August, 2009 (Monday) to ᅗፒଉٖͫ ɀཌྷཌྷȾαɄ˂ɍɊȹˀ 3rd September, 2009 (Thursday) ༦ʸতi ܱ౨ȹϭ ɀཌྷཌྷȾαȾ˂ɍˀ ܱ౨̒
ɀཌྷཌྷȾαȾ˂ɍˀכ Annual General Meeting: at 4:00 p.m., ٖ൪αɣผi 3rd September, 2009 (Thursday), ܱ౨̒Ɏʟ̒ࣂ̳ ᘸ༞88໔ټSalon 1-3, Level 3, ࠗಋ JW Marriott Hotel Hong Kong, ʪ̀ᄤ Pacific Place, 88 Queensway, ࠗಋJWຒႚৈ֙ Hong Kong ɍᅢຒႚࡽผᜨ1-3
Final and Special 17th September, 2009 ݢೕ̱౨ ɀཌྷཌྷȾαȾ˂Ɋȼˀ Dividends Payable: (Thursday) ʥऋПٖࢠi ܱ౨̒ 03 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
FINANCIAL HIGHLIGHTS ল৻࿂߬
Year Ended 31st March ࿀ϭɍ˂ɍɊȹˀ˅α۹ 2009 2008 % Results พᐜ HK$ million HK$ million Change ಋྫྷϛຒʏ ಋྫྷϛຒʏ ᛰ৽ Turnover Ꮺพᔾ 2,783 2,416 15 Gross Profit ˉС 1,279 1,131 13 EBITDA ̰߮Сࢠdೢඖdҗᓿ С 406 391 4ޔکʥᚫሻ͂ τɁܛProfit Attributable to Equity ̯ʔٖ̇ᚬ Shareholders of the Company ᎶЌึС 217 211 3 Сಋ˦ 21.4 20.9 2ޔBasic Earnings per Share (HK cents) Ұٖਥ̯ Dividends per Ordinary Share (HK cents) # Ұٖౝٖٖࢠಋ˦# 21.8 21.5 1
ऋПٖࢠܢ˳ # Including special dividend #
ɍ˂ɍɊȹˀכ At 31st March 2009 2008 % ؗ HK$ million HK$ million ChangeرFinancial Position ল৻ ಋྫྷϛຒʏ ಋྫྷϛຒʏ ᛰ৽ Total Assets ᐢ༅ଐ 2,112 2,021 4 (ᔾ 406 444 (9૱ټNet Cash Balance ଊ τɁܛTotal Equity Attributable to Equity ̯ʔٖ̇ᚬ Shareholders of the Company ᎶЌᚬऩᐢᔾ 1,287 1,305 (1)
Year Ended 31st March ࿀ϭɍ˂ɍɊȹˀ˅α۹ HK$ million ಋྫྷϛຒʏ
TURNOVER Ꮺพᔾ GROSS PROFIT ˉС
2005 1,849 2005 837 2006 1,962 2006 922 2007 2,109 2007 979 2008 2,416 2008 1,131 2009 2,783 2009 1,279
0 5001,000 1,500 2,0002,500 3,000 3,500 0 300 600 900 1,200 1,500
EBITDA ̰߮Сࢠdೢඖd PROFIT ATTRIBUTABLE TO EQUITY С SHAREHOLDERS OF THE COMPANYޔکҗᓿʥᚫሻ͂ τɁᎶЌึСܛʔٖ̇ᚬ̯
2005 281 2005 121 2006 333 2006 172 2007 344 2007 174 2008 391 2008 211 2009 406 2009 217
0 100 200 300 400 500 050100 150 200 250
04 Annual Report 2008/2009 αం
FINANCIAL HIGHLIGHTS ল৻࿂߬
SALES ANALYSIS BY CATEGORIES ᗘိۂଐܘሻਕᔾʗ Year Ended 31st March, 2009 ࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀ˅α۹
5% 4% 4%
5% Soymilk Ӳ̘ Tea এ Tofu Ӳၛ 8% 44% Lunch Boxes and Snacks ʟጕᎁଝʥɩࠕ Dairy Milk ˒̘ Distilled Water ၱᕄˋ
ۂJuice Drinks ̸ඝ 10% Others ԯˢ
20%
SALES ANALYSIS BY LOCATIONS Δਂܘሻਕᔾʗ Year Ended 31st March, 2009 ࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀ˅α۹
2% پHong Kong and Macau ࠗಋʥዌ 10% Mainland China ɻਝʑΔ Australia and New Zealand ዌݘʥณϹᙬ North America ˵ݘ Singapore ณ˱գ 15%
53%
20%
05 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
CHAIRMAN’S STATEMENT ˚ంй࣊
06 Annual Report 2008/2009 αం
I am pleased to report that, despite a highly volatile market environment, the Group continued to grow its net sales revenue and pre-provision net profit in the year of 31st March, 2009. Total net sales revenue increased by 15% to HK$2,783 million, versus HK$2,416 million for fiscal year of 2007/2008. Gross profit was HK$1,279 million, up 13% from HK$1,131 million for the preceding year. Before the one-off provision for leave pay entitlements of Hong Kong employees of HK$25 million for previous five-and-a-half years up to March 2008, profit attributable to shareholders of the Company increased by 13% to HK$238 million year-on-year. After taking into account this provision, profit attributable to equity shareholders of the Company increased by 3% to HK$217 million. Earnings per share were HK21.4 cents. The Group’s EBITDA was HK$406 million, up 4%, while EBITDA margin to net sales was 15%.
࿀ϭɀཌྷཌྷȾαɍ˂ɍכಳමంcቱဳ̟ྊรݯؐ৽cЎ̯එ྆Ɂ̯ ૱eᐢሻਕνɃٽᙩτֺᄈܛС૱ᔾึکɊȹˀ˅α۹ሻਕνɃ૱ᔾʥᅆௐ α۹ɾಋྫྷ2,416,000,000ʏᄈ˱15%ϭಋྫྷܧᔾ༖ɀཌྷཌྷȼþɀཌྷཌྷɄল 2,783,000,000ʏeˉСݯಋྫྷ1,279,000,000ʏc༖˾αಋྫྷ1,131,000,000 ʏɐʠ13%eߗ̰κݯࠗಋࡗ࿀ϭɀཌྷཌྷɄαɍ˂ɾ༦֡ʄα˸౨ංɾ ܘ౨ᑀ༭ᚬऩֺАɾȹωֲᅆௐಋྫྷ25,000,000ʏc̯ʔٖ̇ᎶЌึС τɁᎶܛc̯ʔٖ̇ᚬ܃αᄈ˱13%ϭಋྫྷ238,000,000ʏe့߮ඖᅆௐ Сݯ21.4ಋ˦e̯එ྆ɾ̰߮ޔЌึСᄈ˱3%ϭಋྫྷ217,000,000ʏeҰٖ СEBITDAݯಋྫྷ406,000,000ʏcᄈޔکСࢠdೢඖdҗᓿʥᚫሻ͂ Ќሻਕ૱ᔾɾ15%eڬcϤEBITDA%4ٽ
07 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
CHAIRMAN’S STATEMENT ˚ంй࣊
ɀཌྷཌྷȾαȾ˂ɍˀᐾϷɾכThe Board of Directors of the Company is recommending a final ̯ʔ̇໎ԑผੀ ᘪݢೕ̱౨ٖࢠҰٖౝٖۺdividend of HK9.0 cents per ordinary share at the Annual General ٖ൪αɣผɐ Meeting on 3rd September, 2009. This, together with the interim 9.0ಋ˦eடɰݢೕɾɻ౨ٖࢠҰٖౝٖ αܧɀཌྷཌྷɄþɀཌྷཌྷȾলכdividend of HK2.8 cents per ordinary share, will mean that the 2.8ಋ˦c̯එ྆ Group’s total dividend for fiscal year of 2008/2009 will be HK11.8 ۹ɾͲαٖࢠᐢᔾ༠Ұٖౝٖ11.8ಋ˦ɀཌྷ cents per ordinary share (2007/2008 total dividend: HK11.5 cents ཌྷȼþɀཌྷཌྷɄα۹ٖࢠᐢᔾiҰٖౝٖ per ordinary share). 11.5ಋ˦e
ᘪݢೕऋПٖࢠҰٖౝٖۺIn addition, the Board is recommending a special dividend of HK10.0 ϊ̔c໎ԑผ cents per ordinary share (2007/2008 special dividend: HK10.0 cents 10.0ಋ˦ɀཌྷཌྷȼþɀཌྷཌྷɄα۹ऋПٖࢠi per ordinary share). This is the seventh consecutive year that a Ұٖౝٖ10.0ಋ˦eܰடᙩȼαݢೕऋ special dividend is paid. Пٖࢠe
GENERAL REVIEW ลᙴ
ძࣟۂኝeቱဳਆܥα˨˾כThe operating environment for the business sector was extremely ͲଈᏪਆྊ cಳϤڰੜྦྷޚଊʋٲchallenging in the past year. After a relatively strong first half despite ร۹ঢ়ͬcЎɐ˸αɾ ܈Ɏ˸αכጪዀᕶೕc̟ྊټextraordinarily high commodity prices, conditions deteriorated ፭ടͲଈ
rapidly in the second half after the eruption of the global financial ᑸᔝᕝcֺιɾᗲࠇᄧᚊ˥ͲଈᏜɺΛ crisis, the devastating effects of which extended to nearly all quarters ΈᄙࠍяՇԷᇰᎾe፭܃ೕ́ɾᏜঞঽࠇ ʶcʮԯྦྷཌྷਕพιɺСᄧᚊeڌof the world’s economy. Because of the ensuing economic slump, ࢹࣱّ consumers’ confidence plummeted, which in turn had a particularly ɐ˸αшᒹɺΛֺτϷพɾഌʥࡈҥࢿι Ɏ˸α፭ടᏜɎไΕܺכadverse impact on the retail sector. The acute problems of inflation ̯ɐʠɾᗲ࢈ਐᕀ ʋಳجand rising raw material costs that harassed nearly all businesses in ೡ۹ɐԷἢᇅeಳϤcֺτ̟ɾᘏ the first half of the year subsided to some extent in the latter half ውईe alongside the economic downturn. Competition in all markets, however, remained intense.
08 Annual Report 2008/2009 αం
CHAIRMAN’S STATEMENT ˚ంй࣊
Despite these challenges, the Group recorded positive sales growth ቱဳΦΕɐ߸ܥኝcЎ̯එ྆༦৻ྡྷɾพ৻ e̯එٽin all its major markets by pursuing pragmatic business strategies. ೪cԯֺτ˚̟߬я፣ሻਕᄈ ೕॶɈcઐˮɣғԮௐ৪ۂWe succeeded in leveraging our product development capabilities ྆ι˲༜͂ଐ cԎ༦τࢽׅࢄʗሻಒ༞cۂto roll out a host of new products with healthy features. Through ʏॖɾณଐ ˚effective channel development, we reinforced our presence in all ՞ֺτ˚ֺ̟߬Ќɾͫᔾe༦ਿ؇ೕࢄ ٽc̯එ྆ι˲Զውሻਕᄈۂmajor markets. By focusing on core competencies and core ߬ੜඖʥ˚߬ଐ ۺСॶɈeϊ̔c̯එ྆ੀᘗᙩҙ༅ޔproducts, we were able to drive sales growth and improve ʥొʠ ಶcϤ՞̯එ྆ɾ̟Δۂprofitability. Meanwhile, we continued to invest in building and ͓ʥࠎณ˚߬ ಶۂrejuvenating our core brands in order to solidify our market position, Ͻdᒷɣ̟ͫᔾcʥᘰՅ۪ʸྦྷ̯එ྆ cΕ࠾֡ܫeಲဘਐc̯එ྆ੀȹΣܛexpand our market presence and ensure customers’ loyalty to our ɾʻ brands. It goes without saying that, as always, all these pursuits ჷʥณɾ̟ઐᄤʥሻਕɮАɾሬ were aptly supported by our strong and innovative marketing and Ɏc༠ι˞ɐֺτ͌ᅟe sales efforts.
پHONG KONG AND MACAU ࠗಋʥዌ
Ɏ˸αͲכcЎͅڰੜٽɐ˸αᄈכAfter a vigorous first half, Hong Kong’s economic growth lost much ࠗಋᏜ ᇅeቱဳי৽Ɉɣఝٽጪዀcᄈټof its steam in the second half following the outbreak of the global ଈᕶೕ
พ೩ҙ༅ذfinancial crisis. Investment in business, stocks and property declined ഌᎦɈτֺಕႦcЎਆพdٖ̟ʥ while unemployment began to rise and GDP growth turned to Ɏࠌc̖พଅүɐʠc̯Δ́ଐᐢࠤ͛ˮଊ ৈڈʶeగڌࣱّɾࣱڨcΐϊٽnegative, though inflationary pressure abated somewhat. As a result, ߲ᄈ αࡧտ̯ಋʨࣩɺ˾כϷพϤӰcͅۂconsumers became less confident in spending. For the non-alcoholic ၀ᗘඝ ɀཌྷཌྷɄכʥˮଊზࠓc˞ʥچᙩࠌܛbeverage sector, sales were subdued by the unusually rainy and ఖΔ stormy weather conditions last summer as well as the market αȾ˂ΐɍၙ⌾ἵԑܨϤᄧᚊ̟ሻਕcኒߎ ሻ൴ಕʭeۂconfusion caused by the melamine related issue that came to light Ϸพɾଐ in September 2008.
09 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
CHAIRMAN’S STATEMENT ˚ంй࣊
כኝc̯එ྆ܥHowever, in spite of all these formidable challenges, our Hong Kong ಳϤcቱဳࠍྦྷɐ߸ိိᗲ࢈ %7ٽพ৻ɾሻਕνɃ૱ᔾʋᖇүᄈپand Macau operations continued to record a steady growth of 7% ࠗಋʥዌ in net sales revenue to HK$1,457 million. This was made possible ϭಋྫྷ1,457,000,000ʏe˚߬τፆ̯එ྆ߎ ʥׅࢄʗሻಒ༞e˳ۂdࠎณଐۂby our strenuous effort in product innovation, package revamping Ɉณଐ and also the expansion of distribution channels.
The Group’s tuck shop business and catering business recorded a ̯එ྆ɾነ࣎ɩࠕʥᎁඝพ৻ɾޔС፣ᖇ eٽhealthy contribution growth. ৪ᄈ
The Hong Kong operation’s export business improved further during αʑࠗಋพ৻ɾˮɟพ৻൬ȹүҝഁcˮɟᔾ e%9ٽthe year, growing by 9% in value terms over the previous year. ༖˾αᄈ
ɀཌྷཌྷɄαȼ˂༜ፏࡗɮɾɮพϷ৽cכྦྷ ,In response to the industrial action of delivery workers in July 2008 we took immediate steps to communicate with workers concerned ̯එ྆ɰӾАˮΑᎶcԎ͓ЩઔՅઉܪၤτ and a mutually agreeable solution was quickly arrived at with minimal ᗐࡗɮᆠਆcӾԹ߯ȹ˥ᔶʿ෮ɾҺ ˱disruption to operation. Meanwhile, with a view to promoting ʿ࣐cɣɣಕГȿྦྷᏪ༜ɾᄧᚊeࣂcݯ உֲɾ͚ݚc̯එ྆ɰۺconstructive dialogue with employees on a regular basis, our internal ੜၤࡗց౨൬ϷԮ communication mechanism has been stepped up. ү˱ੜʑዀԹe
MAINLAND CHINA ɻਝʑΔ
Ɏ˸αɾᄈכThe Chinese economy grew at a slower pace in the second half of ՇͲଈᏜঞঽᄧᚊcɻਝᏜ ɻਝʑΔכ৪ඝࠕล֨כᇅcЎͅיτֺٽ the year amid the global economic downturn but the consumption eϬɀཌྷཌྷٽᙩᄈܛof soymilk continued to increase as the concept of healthy dieting ᑭౝʥcӲ̘ɾࣱᔾ ԚҡΛࣱڔc͛܃ೕ́ܨcommanded a larger following in Mainland China. The outbreak of ɄαȾ˂ɍၙ⌾ἵԑ the melamine related issue in September 2008 also prompted more ّፕእӲ̘Аݯ˒̘˞̔ɾ̊ȹଉፕእe consumers to go for soymilk as an alternative to dairy milk.
10 Annual Report 2008/2009 αం
CHAIRMAN’S STATEMENT ˚ంй࣊
එ྆ਨϷ࣏̯כThe operating environment in Mainland China remained conducive ɻਝʑΔɾᏪྊʋಳτС ೪e̯එ྆ᘗ̟ےಶʥ࣏ʶۂto the execution of our “Core Business, Core Brand and Core City” ʶพ৻d࣏ʶ ɻਝ̟eሻڲეኒΔϽcʮԯ̟ܰܛړstrategy. We maintained our leading position particularly in Southern ᙩ ϭಋྫྷ564,000,000ʏcᄈఝٽᄈ܈China. Net sales surged strongly by 56% to HK$564 million, which ਕ૱ᔾ was attributable to our aggressive marketing campaign, appropriate ༠56%cϊτፆ̯එ྆൬Յɾ̟ઐᄤd܌ pricing strategy and expansion of distribution channels. We also ɾցძ೪ʥʗሻಒ༞ɾׅࢄe̯එ྆͛ᘗᙩ continued with proactive consumer education to promote soy ዶรઐϷࣱّઠөcઐᄤɣӲऩ୮˞Զው ̯Δٴೕʿࠍc̯එ྆ઔՅۂbenefits and drive sales. On the product development front, we ሻਕeଐ ೕʥ́ଐɾଐޢαʑઐˮ̯ɠכpursued a strategy catering to local needs by launching locally ұɾ೪c ᖬݯรԮιeޑα˾כeԒณཹۂ developed and produced products during the year. These innovative efforts have proven to be very rewarding in the past year.
AUSTRALIA AND NEW ZEALAND ዌݘʥณϹᙬ
Αᚋα۹cዌݘɾӲ̘ʥϝ̘̟Αనᄈכ The Australian soymilk and rice milk markets returned to growth ɾұˀᄈcઐ৽̟ۂeࣱّྦྷ৪ଐٽ during the year under review. The growing consumer preference for healthy products drove the volume growth of the market whereas ሻਕ൴ᄈ˱cЎΐֺτႇਆ˱ძ˥ߎሻਕᔾ
כprice increases from all manufacturers drove the value growth ahead ᄈఝ൚༦ሻਕ൴ᄈఝeณϹᙬɾӲ̘ʥϝ̘ eٽᔵஒ̟͛፣ᖇցᄈۂof volume. The New Zealand grocery soymilk and rice milk markets ࠕ also experienced steady growth.
Αᚋα۹c̯එ྆༦ዶรɾพ৻ׅࢄི߮כ In the year under review we pursued an aggressive business ʥᒷɣ̟ͫᔾeΣ˞Δஒྫྷٽ൬ሻਕᄈڔ .expansion programme to increase sales growth and market share In original currency of Australian Dollar (hence removing currency ዌʏ့߮Щ࿁මଅᄧᚊcሻਕνɃ૱ᔾɣ ಶɾබdۂc˚߬τፆၐˢ̘%13ٽimpact), a robust growth of 13% was recorded in net sales revenue, ఝᄈ ᗘeိۂሔʥΛᅚʝɾଐۂۂwhich could be attributed to the strength of the VITASOY brand, ൙ɾଐ the premium quality of our products and our diverse product offerings.
11 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
CHAIRMAN’S STATEMENT ˚ంй࣊
The same currency translation impact caused by the depreciation ΐዌྫྷൖࠤϤଐ́ɾஒྫྷ့ᄧᚊcட̯α of Australian Dollar and the increase in certain expenses payable to ۹ʑᏪʔ̇Ήᔶʿ༅ٖᄈ˱ʻ˟ܺԒ the respective joint venture shareholder during the year attributed ͂cኒߎᏪึСτֺɎࠌe to decrease in operating profit.
NORTH AMERICA ˵ݘ
৽Ɉ˞ʥਿ؇ೕࢄঢ়СᅼٽCapitalising on its momentum generated in the preceding year and ༦Ґో˾αɾᄈ c̯එ྆˵ݘʗʔ̇ɾሻਕνۂଐٽfocusing on profitable and fast-growing products, Vitasoy USA grew ʥঢ়ᄈ ۂϭಋྫྷ416,000,000ʏeగଐ%2ٽits net sales revenue by 2% to HK$416 million. From a product Ƀ૱ᔾᄈ ұכperspective, we grew our tofu sales and pasta/wrap sales by 11% ϤӰcᒖಳಲണफ़˳Ӳ̘ɾሻਕᔾͅ and 29% respectively, though the sale of aseptic soymilk continued ಕʭϤܛᙩɎࠌcЎ̯එ྆ɾӲၛሻਕᔾʥᙈ ʥ29%eၐ%11ٽࠕþᙈ͊ሻਕᔾʋʗПᄈ to drop due to lower demand. Apart from sustaining positive sales c̯එ྆˵ݘʗʔ̇͛ྡྷଊȿ̔ٽሻਕᄈܛ growth, Vitasoy USA also achieved the goal of further narrowing its ༦τࢽɾι̯ઁԹ൬ȹүνौᏪᑋฌɾ͌ operating loss through effective cost control. In the last quarter of එ྆˵ݘʗʔ̇ɾಲണफ़˳Ӳ̯כᅟeͅ 2008, it was decided that Vitasoy USA should exit the business of ̘พ৻ܛᙩ፣ᑋฌcΕɀཌྷཌྷɄα܃տ aseptic soymilk due to its continuing losses. All write-offs had been ۹c̯එ྆ҺցҢτᗐพ৻eֺτ࿁ሏᔾя provided for and included in the operating loss already. ɰАˮᅆௐcԎɰ߮ɃᏪᑋฌʑe
SINGAPORE ณ˱գ
Similar to other markets, Singapore was experiencing an economic ȹΣԯˢ̟cณ˱գ͛ˮଊᏜঞঽeಳ αੜܘ൚ज़̟೩ሻਕಒ༞ɾሻ൴כdownturn. However, the consumption of tofu posted a strong yearly ϤcӲၛ ɀཌྷཌྷɄα̒˂ɀˀכe̯එ྆%28ٶٽᄈڰ growth of nearly 28% in the supermarket channel. By conducting ӝɁτࠉʔ̇ۂᙔʔ̇ Ð ȹࠕڃaggressive promotional activities among its key accounts, Unicurd νᑪɾ c༦Ήԯ˚۪߬ʸ൬ϷዶรۧۂFood Co. (Private) Limited (“Unicurd”), a subsidiary acquired on 2nd ȹࠕ ৽ٽApril, 2008, became the major growth driver in this channel. ඨઐᄤݠ৽cιݯሻਕಒ༞ɾ˚߬ᄈ Ɉe
12 Annual Report 2008/2009 αం
CHAIRMAN’S STATEMENT ˚ంй࣊
ʥঢ়Сٴ೪ݯਿ؇ೕࢄՇᚭۂɾଐۂUnicurd’s product strategy was to have a sharper focus on core ȹࠕ ୂۂΑᚋα۹c༦၀ᓯଐכeۂproducts that were popular and profitable. Through better product ᅼɾ˚߬ଐ ɾሻਕνɃ૱ᔾۂ৻cȹࠕרportfolio management and improved services, we grew our net sales ဳଉʥҝഁ e%26ٽrevenue by 26% in the year under review. ᄈ
ଊଉeፏ֡ᅩݘdٲɾˮɟพ৻͛ۂUnicurd’s export business also performed well. Exports to Europe, ȹࠕ ʥԯˢԓݘΔਂɾˮɟᔾܖdҧڈڲNew Zealand, South Africa, Dubai and other parts of Asia increased ณϹᙬd e%17ٽαͳᄈܘ .by a total of 17% year-on-year
OUTLOOK AND STRATEGY ࢄશʥ೪
כWe expect the overall operating environment in the coming year to ̯එ྆ད౨cԞαɾኬᏪਆྊЩԚɺႫ ጪټߗeད౨Ͳଈޚremain equally if not more challenging than the past year. The ˾αc͛ผၤ˾αɾੱؗ ɔ૯ܛ˱ramifications of the global financial crisis are expected to be more ዀɾᄧᚊผ༖ଊࣂ͌ɾੱؗҡ ટᏜϤઔՅɾܡݯ֚ܧlasting and far-reaching than already witnessed. The effectiveness ႩeͲଈ˚߬ਝࡼ ˿నೊɾکᜮྦcᏜొۿιࢽʋτܪof the interventionist measures taken by major governments across Хઉ Ϸพኬʋࠍྦྷཌྷۂৈ၀ᗘඝڈthe world to salvage their economies is still to be seen, but an early ॶֲɺɣe ውईɾᎦɈeၤϊࣂcࣱجrevival seems unlikely. The non-alcoholic beverage sector in general ਕʻठʥᘏ
is still subject to weak retail spending and severe competition. At ّ͛ಕʭ̔ˮࣱcᔝݯΕࡼɻ͂ጕe the same time there is a swing away from out of home consumption СΡʿࠍcࡈҥࢿძࣟͅ˾αঢ়ϽүΑ ሻ൴͛፭ടࣱّˀऩઅՇۂto in home. On the positive side, the prices of raw materials are ໃcɣӲᗘଐ αೕ́ɾɍၙ⌾ἵԑ˾כᙩɐʠeϊ̔cܛshowing some relief from their record highs in last year and the Ϥ ΪͲɾᗐ؇cϤۂผɣଠྦྷ˒̘ଐم௴ܨ consumption of soy-based products has been on the rise with consumers’ receptivity. At the same time, mass alertness to the ˥Ӳ̘ιݯࣱّౝ༧અՇɾ̊ȹଉፕእe ਿࡼɾցϽʥۂඑ྆ϤӰcንടԯӲႇ̯כྦྷ safety of dairy milk awakened by the melamine incident last year ڌޚኝc̯එ྆ܥሔɾΔϽcЩԚࠍྦྷۂmeans that soymilk has become a popular alternative for consumers. ൙ ϊc̯එ྆ੀܨʥᒷࢄɾೕࢄዀผeٽFor the Group, given our position as the soy expert and our premium ʋτᄈ ೪eݯȿАΡٽֺτ˚̟߬ᘗᙩྡྷϷᄈכ quality status, we believe there will still be opportunities to grow Ԟᅕαੀᘗᙩొʠଐ̰כand expand despite the challenges. We will therefore continue to ˨ʗๅௐc̯එ྆
13 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
CHAIRMAN’S STATEMENT ˚ంй࣊
pursue a growth strategy in all our major markets. To better equip ॶcʮԯܰΕࠗಋdɻਝʑΔdዌݘʥณ˱գ ourselves, we will continue to enhance our manufacturing capacity, ೩Δe especially in Hong Kong, Mainland China, Australia and Singapore, in the coming years.
ณॶɈcઐ৽ۂIn Hong Kong we will capitalise on our product innovation capabilities ࠗಋʿࠍc̯එ྆ੀС͂ଐ ʥׅࢄ̟e̯එ྆ੀऋПߎɈׅࢄٽto drive sales growth and market expansion. Special emphasis will ሻਕᄈ ၐˢ̘Ӳ̘dၐˢᓅᓂএܢ˳ӡͶcۂbe given to expanding the core range of products, including VITASOY ˚߬ଐ Soymilk, VITA Lemon Tea range, and VITA Distilled Water. In the ӡͶʥၐˢၱᕄˋeԞαc̯එ྆ੀ൬Ϸȹඖ ঢ়˳ʥ؇Ƀێcoming year, we will embark on a major capital investment project ࠇɣ༅̯ҙ༅ඖ͌cΪณ to strengthen our manufacturing capacity by installing new high- ዀኂ౧ˤଊτዀኂஉௐc˱ੜ̯එ྆ɾ́ଐॶ כඑ྆ɾࢽଅԷɣఝొʠeϭ̯ړspeed packaging and filling machines to replace existing ones. This ɈcԎᆢ will ensure that our efficiency is to be enhanced substantially. As ̯එ྆ነ࣎ɩࠕพ৻ʿࠍcࠇᒨݯొঢ়༅ଐ regards our tuck shop business, our main focus is on enhancing Ԛ͂ଅcϤΕณነαነ࣎ҙᅟ༦ೡɻ൬ȹү ɈcԎઔՅ৻ྡྷج৻ˋ̡ᘏרthe utilisation of assets and improving our services and ొʠ̯එ྆ɾ competitiveness during the new school tendering process. We will ྸ۹cᄈ˱ነ࣎ɩࠕɾᅕ͌ʥԜᎶʟጕᎁଝ take a pragmatic approach in growing the number of tuck shops ɾᅕ൴e̯එ྆͛ੀҝഁነ࣎ɩࠕdʟጕᎁ and lunch boxes supplied by us. We will also initiate technological ଝʥᎁඝพ৻ʿࠍ೩ɾޫҌஉௐcొঢ়Ꮺ༜ࢽ improvement at the tuck shops and lunch box and catering ଅe operations to enhance operational efficiency.
ዶรɾʻ֚ܧਥᓣᖇ՞ʥכIn Mainland China, given its solid foundations and the Government’s ɻਝʑΔʿࠍcͅ cད౨ᄈ܃ٽcɻਝᏜΕዃᅕα҄ᄈܛ proactive support, the economy is expected to keep growing though ᇅe̯එיΔੀτֺྦྷޚᙩc۹ܛੀผٽ at a relatively slower pace after years of speedy growth. We are ݠᙺeԞαc̯එ྆ੀܛړhopeful that the retail market will remain quite vibrant. In the coming ྆౨શཌྷਕ̟ʋ ɾ̟ےಶʥ࣏ʶۂyear, we will go on with our “Core Business, Core Brand and Core ᘗᙩਨϷ࣏ʶพ৻d࣏ʶ ʥᒷɣ̟ͫᔾeٽCity” business strategy to drive the growth of sales and market พ৻೪c˞Զውሻਕᄈ share. We will further strengthen our presence in the existing cities ̯එ྆ੀ˱૯ଊτʗሻಒ༞ɾငଅʥׅࢄณ ɾพ৻e፭ട̟ےby deepening our penetration into existing distribution channels and ʗሻಒ༞c൬ȹү՞ଊτ ಶۂΪͲc̯එ྆൙ɾۂexploring new ones. The greater concern among consumers over ࣱّˀऩᗐ؇ࠕ ውईɾ̟ɻੀҡԮබeΐجᘏכfood safety means that the Group’s premium brand and quality will ʥሔ൴ ۂhave an edge in this competitive market. We will therefore actively ϊc̯එ྆ੀዶรઐᄤɣӲऩ୮ʥၐˢ̘ promote the soy benefits and the VITASOY brand and re-position it ಶcԎੀԯࠇณցϽݯ˒̘˞̔ɾ̊ȹଉፕ as an alternative to dairy milk. እe
The Australian economy, like the rest of the world, faces many ዌݘɾᏜྊၤͲଈԯˢਝࡼȹᅚcࠍᐽଠ ࣍ΐॖeᒖಳӲ̘ʥϝ̘̟Αనעuncertainties. While the soymilk and rice milk markets are returning Λɺ ᇅיcЎΐࡼνɃಕʭϤኒߎࣱʻٽto growth, the slower spending arising from diminishing household ᄈ ೩̟כඑ྆ɰ̯כɺ˿ГЅeͅڳincome cannot be underestimated. Given our well-established ɾᄧᚊ ೪ੀٽᖇ՞ΔϽc̰Ԟᅕ˂̯එ྆ɾᄈ͓ۺ position in these markets, our growth strategy in the coming months c˚߬Εۂʥೕࢄณଐ˳ۂwill focus on maintaining our premium quality and premium pricing ࣂ༦ࠎณଐ Ꮆɾ༖ঢ়ආցძeޚሔʥۂɾ൙ۂଐܛړכ supported at the same time by package innovation and new products. More aggressive and targeted promotion and marketing ̯එ྆ੀ൬Ϸҡዶรʥࠇᒨβɾۧඨʥ̟ઐ eٽᗘПɾᄈۂwill be undertaken to drive category growth. ᄤݠ৽c৽ኬଐ
14 Annual Report 2008/2009 αం
CHAIRMAN’S STATEMENT ˚ంй࣊
එ྆˵ݘʗʔ̇༦̯֡כIn North America, given Vitasoy USA’s trend in profit improvement Ε˵ݘʿࠍcͅ in the last two years, it will continue its focus on core competencies. ԭαɾึСੱؗɰүҝഁcԯੀᘗᙩਿ؇ೕ ᙩณܛԜᎶϤӰc༦ۂIn terms of product offerings, through continued product and ࢄ࣏ʶੜඖeగଐ cNASOYAʥAZUMAYA˳ۂʥࠎณଐۂpackage innovation, the NASOYA and AZUMAYA tofu and pasta ଐ ੀۂಶɾӲၛʥᙈࠕพ৻˞ʥԓ̟ඝۂ businesses as well as Asian beverage will have new additions to ɾӲٽೕࢄʿࠍੀඑɻᄈۂeଐۂtheir portfolios. Product development will centre on the growing ᙩઐˮณଐ tofu as well as wrap and pasta categories. Growth will also be driven ၛdᙈ͊dᙈࠕ೩ᗘПe̯එ྆͛ੀ༦ׅࢄ ผࡗԹҗκਆ֙ܢ˳cٽby the expansion of distribution channels, including club stores and ʗሻಒ༞Զውሻਕᄈ ਝಲണफ़˳Ӳ̘̟നכ৻eᛇרfood service. In view of the shrinkage of the aseptic soymilk market ʥᎁඝ in the US, we had exited our soymilk business such that we can ᐛc̯එ྆ɰҢԯӲ̘พ৻cਿ؇ೕࢄСᅼ focus more attention on more profitable areas. ҡঢ়ɾඖ͌e
The Singaporean economy is going through a recession. After a ณ˱գᏜ̳ዃঞঽeӲၛሻ൴༦ɀཌྷཌྷ כɀཌྷཌྷȾαผכcད౨܃ٽᄈڰparticularly strong year in 2008, the growth of tofu consumption is Ʉαੜ ᇅeԞα̯එ྆ɾพ৻ࠇᒨݯיexpected to slow down in certain channels in 2009. Our business ܺԒሻਕಒ༞ мʵҡΛᚋ۪e̯˞͓ۺಶۂณʥۂfocus in the coming year is to drive growth in customer base through ༦ଐ ᎁඝพdғೕ̟ʥඨᏦஒ̟כproduct innovation and brand building. We will also enhance our එ྆͛ผ ৻ʥᒷɣ۪ʸະeרcustomer service and expand our customer base in the restaurant, ೩ಒ༞ొʠ۪ʸ wholesale and wet market channels.
CONCLUSION ᐢ
It was a tough year for the industry as a whole but I am reassured ቱဳ˾αኬϷพᏪшᗒcЎ̯එ྆ᖇ৪ɾ ʶeτڌଊc˥̯Ɂྦྷ̯එ྆ʋ˨ٲby the Group’s solid operating performance. We owe it to the counsel Ꮺ༜ ઠc˞ʥ̯එٖ྆ܞand guidance of the Board of Directors and the loyal support of our ፆ໎ԑผιࡗɾეኒʥ eಳcͲܛshareholders, customers and business partners alike. Of equal d۪ʸʥพ৻ྑЂ೩ɾ֦ྡྷʻ importance is, of course, the commitment and hard work of my ଈΈΔԑྦྷɮАɾҙɃʥЦɈɺኜ͛ᅚࠇ ᑢ෮eٲcolleagues worldwide, to whom I must extend my heartfelt thanks. ߬cྦྷϊ̯Ɂ૯
Winston Yau-lai LO ᖓʤᓤ Executive Chairman ਨϷ˚ 29th June, 2009 ɀཌྷཌྷȾαʒ˂ɀɊȾˀ
15 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
MANAGEMENT REPORT ဳଉᄙంй࣊
16 Annual Report 2008/2009 αం
SALES PERFORMANCE
The Group’s net sales revenue in fiscal year of 2008/2009 was HK$2,783 million, up 15% from HK$2,416 million in fiscal year of 2007/2008. All operations contributed to this significant growth rate as well as modest sales growth from North America.
ଊٲሻਕ
α۹ɾሻਕνɃ૱ᔾݯಋྫྷ2,783,000,000ܧɀཌྷཌྷɄʼnɀཌྷཌྷȾলכඑ̯྆ α۹ɾಋྫྷ2,416,000,000ʏcɐʠ15%eܧʏc༖ɀཌྷཌྷȼʼnɀཌྷཌྷɄল eٽݘɾใሻਕᄈ˵ܢ˳ଅτֺᘆcٽֺτพ৻௰Ͻяྦྷϊᛷടᄈ
17 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
MANAGEMENT REPORT ဳଉᄙంй࣊
ᙩబʝcܛؗرʿࠍcቱဳᏜپIn Hong Kong and Macau, despite deteriorating economic ࠗಋʥዌ ࠎณܢ˳ณི߮Ɏcۂconditions, net sales increased by 7% through a successful product ЎΕι˲ɾଐ ಶ؇Ƀࣂֆʏۂಶᅟႌʥݯၐˢ̘ۂinnovation programme including a major initiative to revamp the ၐˢ̘ VITASOY logo and rejuvenate the VITASOY brand. In Mainland ॖc˥ሻਕ૱ᔾɐʠ7%eΕɻਝʑΔc༦τ dׅࢄʗሻ၉ʥׅ̟cሻਕ͓ۺಶۂChina, net sales grew strongly by 56% on the back of effective ࢽ ೕޢʑΔ̟Ϥٴeऋݯ%56ٽᄈڰbrand building, distribution network expansion and market ૱ᔾੜ ͛ԶውȿɻਝʑΔɾሻਕᄈۂpenetration. The development and introduction of new products ʥઐˮɾณଐ ณॶۂಶძࠤʥଐۂɾڴeንᔄྡྷɈඐٽ exclusive to the domestic market also boosted sales growth in ଊcٲMainland China. Given its strong brand equity and product innovation ɈcዌݘʥณϹᙬพ৻፣ᛎɁɾሻਕ e༦%13ٽαᄈܘcapabilities, the sales performance of the Australia/New Zealand ˞Δɾஒྫྷዌʏ့߮c ʥׅࢄณพ৻ಒ༞cۂଐٽoperation was impressive, surging by 13% year-on-year in original ࠇณਿ؇ೕࢄঢ়ᄈ ৽ٽαɾᄈ˾ܛݘ̟ၐ˵כAustralian currency. North American operation was able to maintain ̯එ྆ॶਪ eٽits growth momentum generated in the previous year by re-focusing ɈcԎΐϤ፣2%ɾሻਕ૱ᔾᄈ on fast-growing products and penetrating into new alternate business channels and, as a result, recorded a positive growth of 2% in net sales.
GROSS PROFIT ˉС
α۹ɾˉСݯಋྫྷ1,279,000,000̯כThe Group’s gross profit for the year was HK$1,279 million, up ̯එ྆ HK$148 million or 13%. At 46% gross profit margin is slightly below ʏcʠఝݯಋྫྷ148,000,000ʏֶ13%e46% α۹ࡈࢿι̯ܮlast year reflecting the impact of higher input costs during the year. ɾˉСଅ༖˾αႦ෬Ɏࠌcʦ ᄈ˱ֺԞɾᄧᚊe̯
OPERATING EXPENSES Ꮺ͂
Total operating expenses were up by 16% to HK$1,034 million, ᐢᏪ͂ᄈ˱16%ϭಋྫྷ1,034,000,000ʏc representing 37% of net sales. Advertising and promotion expenses Ќሻਕ૱ᔾ37%eᄤйʥۧඨ͂ɣఝᄈ˱c ಶۧඨʥઐ৽ณጙ̟ɾ೪ۂඑ྆˱ੜ̯ܮsignificantly increased reflecting our strategy of increased brand ʦ support and new market drives particularly in Mainland China. cɻ˞ɻਝʑΔʮݯᛷടe
EARNINGS BEFORE INTEREST, ̰߮Сࢠdೢඖdҗᓿʥᚫ СEBITDAޔکTAXATION, DEPRECIATION AND ሻ͂ AMORTISATION EXPENSES (“EBITDA”)
EBITDA for the year was HK$406 million, up HK$15 million or 4%. ̯α۹ɾEBITDAݯಋྫྷ406,000,000ʏcʠఝ ૱EBITDA margin to net sales was 15%. ݯಋྫྷ15,000,000ʏֶ4%eEBITDAЌሻਕ ᔾɾ15%e
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τɁᎶЌึСܛPROFIT ATTRIBUTABLE TO EQUITY ̯ʔٖ̇ᚬ SHAREHOLDERS OF THE COMPANY
For the year ended 31st March, 2009, profit attributable to equity ࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀ˅α۹c̯ʔ̇ τɁᎶЌึСݯಋྫྷ217,000,000ʏcܛshareholders of the Company was HK$217 million, representing an ٖᚬ α۹ᄈ˱3%eಳܧincrease of 3% from fiscal year of 2007/2008. However, if the one- ༖ɀཌྷཌྷȼʼnɀཌྷཌྷɄল ༦֡α۹౨ᑀ༭כݯࠗಋࡗܢ˳off provision of HK$25 million for prior years’ leave pay entitlements Ϥc࠱ɺ ܘof Hong Kong employees is to be excluded, the year-on-year growth ᚬऩֺАɾȹωֲᅆௐಋྫྷ25,000,000ʏc ݯ13%eڬٽwas 13%. αᄈ
Consolidated income statement Consolidated income statement for the year ended 31st March, for the year ended 31st March, (excluding one-off provision) (including one-off provision) ࿀ϭɍ˂ɍɊȹˀ˅α۹ ࿀ϭɍ˂ɍɊȹˀ˅α۹ ٲOne-off provision ɾ၃ฌऩం ٲɾ၃ฌऩం ȹωֲᅆௐܢ˳ȹωֲᅆௐ ȹωֲᅆௐ ɰܢ˳ɺ 2009 2008 2009 2008 2009 2008 HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million ಋྫྷϛຒʏ ಋྫྷϛຒʏ ಋྫྷϛຒʏ ಋྫྷϛຒʏ ಋྫྷϛຒʏ ಋྫྷϛຒʏ
Turnover Ꮺพᔾ 2,783 2,416 – – 2,783 2,416 Cost of sales ሻਕι̯ (1,495) (1,285) (9) – (1,504) (1,285)
Gross profit ˉС 1,288 1,131 (9) – 1,279 1,131
Other revenue ԯˢνɃ 62 62 – – 62 62 Marketing, selling and ઐᄤdሻਕʥ distribution expenses ʗሻ͂ (626) (541) (12) – (638) (541) Administrative expenses Ϸܧ͂ (214) (192) (1) – (215) (192) Other operating expenses ԯˢᏪ͂ (177) (159) (3) – (180) (159)
Profit from operations ᏪึС 333 301 (25) – 308 301 Finance costs ጪ༅ι̯ (7) (9) – – (7) (9)
С 326 292 (25) – 301 292ึکProfit before taxation ೢ (Income tax ֺೢ (61) (56) 4 – (57) (56
Profit for the year ̯α۹ึС 265 236 (21) – 244 236
Attributable to: ᎶЌi τɁܛEquity shareholders ̯ʔٖ̇ᚬ of the company 238 211 (21) – 217 211 Minority interests ʭᅕٖᚬऩ 27 25 – – 27 25
Profit for the year ̯α۹ึС 265 236 (21) – 244 236
ʥল৻༅ټLIQUIDITY AND FINANCIAL RESOURCES ݚ৽༅
ɀཌྷཌྷȾכᖇ৪eڈؗʋಳرThe Group’s financial position remained strong. As at 31st March, ̯එ྆ɾল৻ ܛᔾၐ૱ټthe Group was in a healthy net cash position of HK$406 αɍ˂ɍɊȹˀc̯එ྆ɾଊ ,2009 ಋྫྷ406,000,000ʏɀཌྷཌྷɄαiಋྫྷכ million (2008: HK$444 million). Banking facilities available to but not used by the Group amounted to HK$260 million (2008: HK$351 444,000,000ʏɾᖇ৪ˋ̡e˿Ԝ̯එ྆৽͂ ൘ᔾݯಋྫྷ260,000,000ڌmillion). ʋ̰ొՅɾႺϷ ʏɀཌྷཌྷɄαiಋྫྷ351,000,000ʏe 19 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
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˳ɀཌྷཌྷȾαɍ˂ɍɊȹˀc̯එ྆ɾࠥ൘כ As at 31st March, 2009, the Group’s borrowings (including ጪ༅ै༉ɾඦ৻ݯಋྫྷ77,000,000ʏɀཌྷܢ :obligations under finance leases) amounted to HK$77 million (2008 HK$105 million). The gearing ratio (total borrowings/total equity ཌྷɄαlಋྫྷ105,000,000ʏeࠥ൘ˈଅܘ ˈτɁᎶЌᚬऩᐢᔾܛattributable to equity shareholders of the Company) was 6% (2008: ࠥ൘ᐢᔾၤ̯ʔٖ̇ᚬ ଅ့߮ݯ6%ɀཌྷཌྷɄαl8%e .(8%
α۹፣ɾܧɀཌྷཌྷɄþɀཌྷཌྷȾলכThe Group incurred capital expenditures totalling HK$146 million in ̯එ྆ fiscal year of 2008/2009 (2007/2008: HK$88 million), which was ༅̯ʻˮͳಋྫྷ146,000,000ʏɀཌྷཌྷȼþ primarily funded by cash generated from various operations. ɀཌྷཌྷɄlಋྫྷ88,000,000ʏc˚߬ΈᏪ ᅆ˟eټพ৻௰Ͻֺɾଊ
אCHARGES ON GROUP ASSETS ̯එ྆༅ଐɾ
ɀཌྷཌྷȾαɍ˂ɍɊȹˀc̯එ྆ሏࠍࠤכ As at 31st March, 2009, certain assets of the Group with an aggregate carrying value of HK$44 million (2008: HK$38 million) ͳಋྫྷ44,000,000ʏ ɀ ཌྷ ཌྷɄαiಋྫྷ were pledged under certain loans and lease agreement. 38,000,000ʏɾߗɳ༅ଐɰ͂Аߗɳ൘ಁʥै eא༉Ծᘪɾ
FINANCIAL RISK MANAGEMENT ল৻ࠓ፮ဳଉ
ဳઁࠓ፮cֺτ͚כThe Group’s financial management focuses on controlled ̯එ྆ɾল৻ဳଉࠇᒨΕ e̯එڝઅᗐقᗐพ৻τޚၤ̯එ྆ɾ̦מ management of risks, with transactions being directly related to the
ဳଉܧʥলټᙔʔ̇ྡྷϷɻ̕ଊڃunderlying business of the Group. The Group operates a central ྆ݯԯֺτ ᙔʔ̇ȹঁ˞Δஒڃcash and treasury management system for all its subsidiaries. Թ۹e̯එ྆ɾΈᏪ༜ Borrowings are normally taken out in local currencies by the Group’s ྫྷࠥ൘؇༅cΐϤྦྷҿʗˮ༅මଅࠓ፮e operating subsidiaries to fund and partially hedge their investments.
The financial risks faced by the Group arise mainly from the ̯එֺ྆ࠍྦྷɾল৻ࠓ፮˚߬ၤСଅʥමଅؐ ጪɮԮဳଉټ߬ࣂС͂כfluctuation of interest rates and exchange rates. The Group makes ৽τᗐe̯එ྆ α۹αܧɀཌྷཌྷɄʼnɀཌྷཌྷȾলכuse of financial instruments, where appropriate, to manage those ೩ࠓ፮e ጪɮԮټrisks. At the end of fiscal year of 2008/2009, the Group had no ˀc̯එ྆ԎಲͨЄ̔මֶߪ́ exposures under foreign exchange contracts or financial derivatives. ɾࠓ፮e
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EMPLOYMENT, TRAINING AND ࡗdফʥೕࢄ DEVELOPMENT
The Group’s human resources strategy aims at recruiting and ̯එ྆ɾɁɈ༅೪οΕາ͂ʥࢷजӞɁ retaining the best people it needs. It also focuses on the training ɷc͛؇ࠇࡗɾফʥೕࢄe̯එ྆ݯࡗ and development of employees. While providing a genial, safe and ొԜഒሬdΪͲʥ৪ɾɮАྊ̔c͛ࣂ healthy working environment for its people, the Group nurtures a ቔͬพʼʝcརΈආᄙࡗೕᅶॶdྡྷ corporate culture that encourages excellence and self satisfaction ଊϬ҈e at all levels.
The Group considers human resources to be its most valuable ̯එ྆ੀɁɈ༅഼ݯᗸൔɾ༅ଐcԎߎɈ ጪݡڝ༅ᗐړassets, and is committed to ensuring harmonious employee relations ༦τࢽɾᔶΉc˞ᆢ ɀཌྷཌྷɄαȼ˂ࠗಋ༜ፏࡗɮɾɮכthrough effective two-way communication. In response to the ጹeྦྷ industrial action of delivery workers in Hong Kong in July 2008, the พϷ৽c̯ʔ̇ɰӾၤτᗐࡗɮ൬Ϸྦྷe ԷҺcӷȿΈʿɾ߬҄۾Company held prompt dialogue with workers involved. The issue ωԑͧ was settled very quickly to the satisfaction of all parties concerned ұcɣɣಕГȿԑͧྦྷኬᏪ༜ɾᄧᚊe̯ʔ with minimal disruption to overall operation. The Company closely ̇ੀᘗᙩ၇།൬ʥᏎদֺτࡗɮɾɮАૈ monitors and reviews the working conditions of all staff on an ͧe̯ʔ̇ɰၤΈආᄙࡗɮ൬Ϸց౨ʗԔผc ongoing basis. Regular sharing sessions have been established with ˱ੜʑe staff at all levels to facilitate and foster internal communication.
In the past year, the Group continued to optimise its management ༦˾ȹαc̯එ྆ɺᒾʝɁɈ༅ɾဳଉe dᒷࢄɻਝʑΔพ৻ʥஉ͓ۂνᑪȹࠕכͅ ,of human resources. As a result of our acquisition of Unicurd expansion in Mainland China and new production lines in Hong ࠗಋณ́ଐᇃc̯එ྆ࡗᐢɁᅕᄈ˱ȿ Kong, the Group’s total workforce increased by 10%. The number 10%e࿀ϭɀཌྷཌྷȾαɍ˂֛c̯එ྆ɾͲᓻ ݯ2,649Ɂeڬof full-time employees reached 2,909 by the end of March 2009, ࡗɁᅕ༠2,909ɁcϤ˾α compared with 2,649 last year.
ଊc̯එ྆ઔ͂ȿȹࡨٲTo motivate employees to perform at their best, the Group adopts ݯውࡗೕԙ ଊݯਥᓣʥଲ̟ྻٲa fair and open remuneration system which is performance-based ʔ̡ʥʔc˞ࡗ ʌαכand in line with market practices. For staff development, our Talent ԝɾᑀ༭Թ۹eࡗɮೕࢄʿࠍc̯එ྆ Management Scheme, initiated this year, will cultivate staff with նȹඖɁɷဳଉི߮c༦ొԜ̳βɾᓻพ exceptional potential by providing a formal channel for career ࣃʠዀผʥɁೕࢄಒ༞cөᅶሔӞɾࡗ 21 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
MANAGEMENT REPORT ဳଉᄙంй࣊
advancement and personal development. The Group also ɮe̯එ྆͛རࡗ࠳ᚾʑʥ̔ංᐾፒɾ encourages employees to attend internal and external training and ফʥઠөᇾೡc˳ܢɮਆဳଉဨɡʥԯˢነ Ήࡗొڬɾๅעeducation programmes, including MBA and other degree courses, ɡᇾೡcԎ࣓ኣȹࡨฟ߯ by offering financial sponsorship in accordance with a clear set of Ԝলܧ༅Хe criteria.
α۹cࠗಋพ৻ʗܧɀཌྷཌྷɄʼnɀཌྷཌྷȾলכ During fiscal year of 2008/2009, 189 training programmes were ሔۂprovided at the Hong Kong operation covering such topics as ొԜ189ফᇾೡcᕀ͌૪ၰဳଉd management, quality and technical aspects. These were attended ʥҌ೩ʿࠍcͳτ3,920Ɂω˱eၐˢʨΔ ৻τࠉʔ̇ၐˢʨΔʥࠗಋࠕτࠉʔר by a total of 3,920 participants. For Vitaland Services Limited ᇯ́dɮАۂVitaland”) and Hong Kong Gourmet Limited (“Hong Kong ̇ࠗಋࠕొԜȿ35ၤࠕ“) ৻τᗐɾফᇾೡcͳτ1,375ɁרGourmet”), 35 training courses were provided on food hygiene, work ΪͲʥ۪ʸ ɻਝʑΔ͛ొԜȿ434כsafety and customer service with a total attendance of 1,375. In ω˱e̯එ྆ Mainland China, 434 training programmes were offered with a total ফᇾೡcͳτ5,300Ɂω˱eณ˱գʿࠍc̯ ʠɮАҌॶొכof 5,300 participants. In Singapore, 25 training courses were held එ྆ݯ264Ίࡗɮᐾፒ25ᗐ ᖫɾফᇾೡeكfor 264 participants to enhance job skills and knowledge. ʥ
ʥөྦྷٖd۪ʸʥࡗɮτ͓ۺעThe Group recognises the great importance of creating and nurturing ̯එ྆૯ αʑכa corporate culture which is in the interests of shareholders, Сɾͬพʼʝɾࠇֲ߬eΐϊc̯එ྆ customers and employees. For that purpose, a programme named ΕࠗಋઐˮȹඖΊݯɝί৽Ɉɾི߮cΉဳ ၐ܆ੜɣ྆අֺԮௐɾ͓ۺTEAM Power” was launched in Hong Kong during the year to ଉආᄙɁࡗᙠፏ“
inculcate among management level staff the necessary mindset for ᅡβcԎగϊʿࠍАˮઐ৽རe̯එ̳྆ building a strong team and to give them support in this regard. An үઐˮȹӡͶݠ৽ི߮e ongoing series of relevant programmes have been in progress.
ۂThe Hong Kong operation has in place a quality improvement ࠗಋพ৻ʗԎઐˮȹඖΊݯౣܱӡɾ platform known as “WIN Planet”, for staff at all levels to participate ሔొʠ̡̎cԜΈආᄙࡗɮၤɮАొʠ߮ ࠉc˚߬ܰވin work improvement projects. The theme of the year under review ིe̯Αᚋα۹ɾ˚ᕀݯ൚൙ ϣଊτɾɮАஃྻԝdᇰ܆ኝʥࠇณܥكwas “Venturing beyond the Frontier”, which focused on the need to ႏ ઐˮΛඖ͌ɻɾ܃eΕԯکchallenge and rethink existing practices, break down barriers, and वᖄd༎үΉ take significant steps forward. The ensuing projects on various areas ɮАೡѵяԷࠇɣҝഁe resulted in significant process improvement.
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ผஐͨمCORPORATE SOCIAL RESPONSIBILITY ͬพ
ผஐͨɾͬمᖇ৪dԮܧThe Group is committed to being a financially successful as well as ̯එ྆ߎɈιݯল ผɾ၀ुጪɃˀพ৻ɻeمa socially responsible corporation. It strives to integrate its business พcɈұੀᘆ activities with contributions to society.
SAFETY AND HEALTH OF EMPLOYEES ࡗΪͲʥ৪
ȹΪͲʥ৪ړʥᆢ͓ۺݯࡗעThe Group recognises its role in developing and ensuring a safe and ̯එ྆૯ healthy working environment for employees. The safety and health ɾɮАྊe̯එ྆Έพ৻ʗяஉτᓻพ committees established in the Group’s various operations are ΪͲʥ৪կࡗผcਿஐܛᙩҝഁɮАΔᒨɾ responsible for constantly improving safety and health in the workplace. ΪͲʥ৪ԑփeկࡗผց౨ྦྷɮАΔᒨ൬Ϸ They do this by carrying out risk assessment of work sites regularly, by ࠓ፮ിЅcԹցҝഁܧ೪ʥܞʵcԎΕ߬ੱ establishing policies and guidelines for improvement, and by taking ؗɎАˮٍ̳Ϸ৽e̯එ྆͛గᓻพΪͲʥ৪ corrective action where necessary. Regular and intensive staff training ೩ຝݯࡗɮొԜց౨ɾ૯Ƀফe on safety and health is also provided.
HEALTH AND WELLNESS ৪́ݠ
The Group promotes the health and well-being of ̯එ྆༦ొԜΈိሔdᏪቔᔔఒʥՈ˿ ൬ࣱّɾ৪́ݠe̯එ྆͛ᐾڔۂconsumers by offering a wide range of high-quality, ɟɾଐ nourishing and tasty products. The Group also held ፒֶၤΛඖઠөᇾೡΉࣱّઐᄤɣӲɾऩ or participated in education programmes to promote ୮e among consumers the benefits of soy.
৻רผم COMMUNITY SUPPORT
Sponsorship ᖳХ
ผᐾፒɾעۧވ˖In the past year, the Group continued to support World Vision Hong ˾αc̯එ྆ᘗᙩᖳХࠗಋ ผᐾፒɾᅬϷّݠܪKong’s “30-Hour Famine Camp” and Oxfam Hong Kong’s ᗝɍɊʥࠗಋᅥ eټݘʥԓݘɾஔшΔਂᘐઉ႞Х༅ڈTrailwalker” to raise funds for the needy in Africa and Asia. We also ৽cݯ“ ˞supported various local festive and school activities, health ̯එ྆͛౦༅ХΛඖΔʿຝᄪʥ්࣎ݠ৽c ɻʶʥ෯ഁዀ࿚ᐾፒɾ৪ਂمexhibitions and seminars staged by universities, local community ʥɣነdΔʿ centres and charitable organisations. In Australia, Vitasoy Australia ࢄᙴʥᇹผeΕዌݘcVitasoy Australia Products Pty. Ltd. (“VAP”) sponsored the “Make a Wish Foundation Products Pty. Ltd.VAPΉݯ಄झԫ೧ᐾፒ ˵ผັᇻયผొԜᖳХeΕټChristmas Party” for disabled children. In North America, Vitasoy ɾᗙશιभਥ 23 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
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USA sponsored “The Fifth Annual Janis Bresnahan 5K Run”, a local ݘc̯එ྆ਝʔ̇͛ᖳХȹඖ̯Δɾʔ༏ road racing to help the Ayer Education Foundation to raise funds ᑩൠThe Fifth Annual Janis Bresnahan 5K for local public schools. In Singapore, Unicurd sponsored “Camp RuncᑘХAyer Education Foundationݯ̯Δ ᖳۂeณ˱գʿࠍcȹࠕټRainbow”, a medically supervised, stay-in adventure camp for ʔ͓ነ࣎ᘐඑ༅ youngsters aged between 6 and 16 with chronic or life-threatening ХߧᏪݠ৽cϊᏪܰȹτᔢᏻဟᙶΕ illnesses. ɾ፮਼ᏪcԎݯʒϭɊʒัӸ੩ྺֲझञֶ ʭαϤᐾፒeڇट
Donation/Contribution ࢶಁʼnࢶᘆ
αగพᒨ߮ڇIn Hong Kong, being a business partner of the Labour Department’s Εࠗಋc̯එ྆Аݯɮ୮ αɁΪખȿԭωڇYouth Employment Start (Y.E.S.) programme, we arranged two ིɾਆพАྑЂcݯ ৻ʥұᓻࠍɾҌ̝e̯רtraining sessions for young people on customer service and interview ফcʗԔτᗐᚋ۪ skills. We also joined the Education Burea’s Business-School එ྆͛ၤઠөѫɾਆ࣎Аི߮cݯ༩ Partnership Programme to hold educational talks to over 1,500 1,500Ίɻነ́ᐾፒΛઠөᑟʥȹωగᓻ ৻רผمsecondary school students and a seminar on career opportunities. ዀผᇹผe̯එ྆౦Ήࠗಋਝ ࢶಁeΕټdࠗಋ̔ࢄফᆻነ࣎ʥࠗಋʔऩم ,(We donated to International Social Services (Hong Kong Branch Outward Bound Hong Kong and the Community Chest. In Australia, ዌݘcVAPࡗɮྐྵషΔΉዌݘɊΥผࢶಁc ɣˌ႞ӎ˞ᎳХ׳ၐΛСԓٱVAP staff donated to the Australian Red Cross to help the needy ݯɀཌྷཌྷȾα because of the Victorian bush fire in early 2009. In North America, τ߬Ɂɡe˵ݘʿࠍc̯එ྆ਝʔ̇͛ ผʥԭࡼ෯ഁዀ࿚The GreaterټVitasoy USA donated to the Breast Cancer Fund and two charitable ΉԐᏼਥ organisations, namely, The Greater Boston Food Bank and Feed the Boston Food BankʥFeed the Childrenࢶಁe Children.
Staff Involvement ࡗɮၤ
৻cʗԔ̯רผمThe employees of the Group also share the Company’s spirit of ̯එ྆ࡗ͛༦Ϭᗙၤ ผஐͨ၀ुeΕࠗಋcΛمcorporate social responsibility by volunteering to contribute to the ʔֺ߲̇٘ɾͬพ ৪ᘐඑ܆community. In Hong Kong, colleagues participated in “Walk Up Ͻԑၤღүɐֱ෨ݠ৽cݯ ৪ઐᄤ߮܆ʭαڇTeenԚϷ৽zܛʻټJardine House” to raise funds for Mindset to support the “Health in ༅ αɁɾ၀ु৪ˮȹʗɈeࡗɮڇ൬ڔMind” programme that promotes youth mental health. They also ིcݯ took part in “2008 Jump Festival”, a fund raising skipping marathon ͛˱2008༐৽Ͳࠗಋ෯ഁּ༐ᖑݠ ৪ʥਆ࣎Аི߮ᘐඑ༅܆event, to raise funds for the People’s Food bank, Mindset, and the ৽cݯଠጕਦd eΕ˵ݘc̯එ྆ਝʔ̇ࡗɮၤ́՜ټ Business-School Partnership Programme. In North America, Vitasoy eዌݘټUSA staff participated in “Relay for Life” to raise funds for the ɾඨֻݠ৽cݯਝᏼटԾผᘐඑ༅
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MANAGEMENT REPORT ဳଉᄙంй࣊
ټͶຽᏼਥکAmerican Cancer Society. In Australia, 40 employees of VAP grew ʿࠍc40ΊVAPࡗၫᛑݯዌݘ cԾผݯټmoustaches to raise funds for the Prostate Cancer Foundation of ผʥዌݘͲਝқᝎटԾผᘐඑ༅ ϙСዀ࿚cοΕొঢ়ɣଠྦྷқᝎटdӔᘳञڈ Australia and beyondblue, of which beyondblue is a non-profit organisation which aims to enhance the awareness and treatment ʥರᄬट೩झञɾᗐ؇ʥ؝ᏻe of depression, bipolar disorder, anxiety disorders, etc.
ENVIRONMENT ྊ
ᙶྊАˮᎶτɾᘆeΛαړThe Group is committed to doing its part to protect the environment. ̯එ྆ߎɈݯ eΕࠗಋc̯එܪThrough the years, various measures have been introduced in that Ԟc̯එ྆ݯϊઐˮΛඖઉ ঢ়ࢽ༜АcԎɈұܛၐقregard. In Hong Kong, the waste water system is maintained at a ྆ɾᄠˋ୮ଉӡȹ ᗐဟဳஃցҡݯᗲᔑɾᅟๅe̯එ྆ޚhigh level of efficiency and adheres to standards that are more ༠ߎ༖ ᙶອړstringent than regulatory requirements. There is strong engagement గȹӡͶᄠˋ୮ଉᒨඖ͌ၤࠗಋྊ ၇АéଐᇃɐɾֺτዀኂяɰʵɃܛړ with the Environmental Protection Department in Hong Kong on a ༜ፏʿࠍc̯එ྆ۂseries of trials in projects of waste management. High-percentage ঢ়ࢽॶΑνӡeΕଐ ӹeዌݘʿࠍc̯එ˺ړঢ়ዝࢽێenergy recovery systems are employed in production-line machines. ઔ͂ณ ˞α൬Ϸȿȹඖྊʥॶࣱ३ᄗ࣏c˾כ྆ For product delivery, fuel enhancement and the latest models of environment-friendly trucks are used. In Australia, an environment ിЅྡྷॶࣱ३ੱؗcԎᆢց˿ຝॶɾ and energy opportunity audit was conducted last year to assess ᆲeᛷ͐ॶʻЩࣂɎࠌe on-site energy consumption and identify areas where savings could be achieved. The result was an immediate reduction in energy bills.
ʥཽஈٲ RECOGNITION AND AWARDS
ۺಶۂThe Group’s success in brand building, quality assurance and ˾αc̯එ྆ᏵΛඖཽஈcྴᛷԯΕ ᖬʥ̟ઐᄤʿࠍɾԿ൙ιࢽeԯړmarketing is reflected by the various awards we received in the ͓dሔ൴ past year. To name just a few, in Mainland China VITASOY won the ɻᅕඖͶᐾΣɎiΕɻਝʑΔcၐˢ̘டᙩ Gold Brand” in the “2009 PRC Consumer’s Most Favourable Hong ɀα࿘Ᏽ2009Ͳਝࣱّ௩ෲؿࠗಋΊಶ“ ၉ᐾፒɾ၉ҙصᆉcԎΕณ࣯၉ʥชټKong Brands” for the second consecutive year and the top brand z ˲ᗘПɾࠖΊeၐˢ̘͛ιۂin the “Beverage Category” of the award’s online-poll segment ݠ৽ɻྔඝ
25 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
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ಶ၉ॎൕᑪ၉ֺിፕɾɊۂΊكconducted at sina.com and sohu.com. VITASOY was also named ɃፕɻਝʑΔ ಶ࿔ɻ࿔eϤɻਝ̟ɾۂone of the “Top 10 Soymilk and Soy Drink Brands in Mainland China” ɣӲ̘zӲᅮ by maigoo.com, a top branding website in Mainland China. The ၐˢᓅᓂএӡͶᄤй߬ԞగԞभؿӡͶ࿘Ᏽ ټᆉےٽadvertisement series “Let’s Get Real” of VITA Lemon Tea, launched Ɋʄ։ɻਝਝᄤйຝɻɻਝᄤй in Mainland China, was awarded “China Advertising Great Wall Gold ᆉӡͶ̡ࠍᄤйႺᆉeࠗಋʿࠍcၐˢ ۂಶɣᆉඝۂAward” and “Series Print Advertising Campaign Silver Award” in ̘டᙩʒα࿘ᏵYahoo!ੱ ಶɣሌۂɓڈᔵႌژthe 15th China International Advertising Festival. In Hong Kong, ᗘПᆉcԎΕ༅̯ɷ ᗘПʥࠗಋਝਆผᐾፒɾࠗಋۂVITASOY received the “Yahoo! Emotive Brand Awards” in the 2008ඝ ʥඝࢿᗘПɻྔۂbeverage category for the sixth consecutive year, the Capital CEO’s ਝਆผࠗಋΊಶᆉ2008ࠕ “Supreme Brand Awards 2008” in the beverage category and the ࣦ࿘eΕࠗಋஉ߮ɻʶၤࠗಋஉ߮ɣԚկপ “AmCham Hong Kong Brands Awards 2008” in the Food and ࠗಋଉɮɣነ൬Ϸɾȹඖሁ݅ɻcၐˢ̘ʥၐ ಶe̯එۂٴᗘПɍɣՇᚭۂBeverage Category organised by the American Chamber of ˢяᏵፕݯඝ ಶിፕۂంʀɾࠗಋᛎටͬพעCommerce in Hong Kong. VITASOY and VITA were voted among ྆Ᏽ ಶࣱّɣᆉඝۂthe three most favoured brands in the beverage category in a survey ྆ɣᆉʥࠗಋᛎටͬพ ಶɣᆉႻۂconducted by the Hong Kong Polytechnic University commissioned ࢿʥཌྷࠕᗘП˞ʥࠗಋᛎටͬพ by the Hong Kong Design Centre and Hong Kong Ambassadors of ᆉcԎ࿘Ᏽ༅̯ఆ՚ཕೕሔͬพԀᓤ ႇਆᆉඖeΕณ˱գcۂDesign. The Group was awarded the “Hong Kong Proud Corporate 2008zሔඝ ͛࿘Ᏽณ˱գ༛ᓰᕺᔢѫཕೕɾႼᑢۂBrand – Panel Judge Award” and “Hong Kong Proud Corporate ȹࠕ
˱ۂࣱݓʥࠕܪᇯ́dஉۂԯΕࠕྴٲ˞cر Brand – Consumer Award” in the Drinks and Snacks Category and the “Hong Kong Proud Corporate Brand Grand Award – Bronze” ɮʿࠍя༠ϭAज़ᅟๅe by Ming Pao Daily News as well as the “Best Performance Company Award 2008” in the Beverage Category by Capital Weekly. In Singapore, Unicurd received the Certificate of Commendation from the Agri-Food & Veterinary Authority for achieving Grade “A” status for excellence in food hygiene, sanitation and processing.
26 Annual Report 2008/2009 αం
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REVIEW OF OPERATIONS พ৻Αᚋ
پHONG KONG AND MACAU ࠗಋʥዌ
2009 2008 % 2009 2008 HK$ million HK$ million Change Group contribution % ಋྫྷϛຒʏ ಋྫྷϛຒʏ ᛰ৽ Ќ̯එ྆ϛʗˈ% Revenue from external customers ԞϬ̔ං۪ʸɾνɃ 1,457 1,365 7 53 56 Profit from operations ᏪึС 243 266 (9) 65 73
In the twelve months to 31st March, 2009, the total revenue ࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀ˅Ɋɀ˂cࠗ ɾᐢνɃݯಋྫྷ1,457,000,000ʏc༖پgenerated in Hong Kong and Macau amounted to HK$1,457 million, ಋʥዌ ༦֡α۹כup 7% from the previous year. After taking into full account of the ˾αɐʠ7%e੪ᅕ߮Ƀగࠗಋࡗ one-off provision of HK$25 million for prior years’ leave pay ౨ᑀ༭ᚬऩֺАɾȹωֲᅆௐಋྫྷ ಶᅟႌɾۂentitlements of Hong Kong employees as well as the expenses for 25,000,000ʏ˞ʥαʑࠎณၐˢ̘ พ৻ɾᏪึСݯಋྫྷپcࠗಋʥዌ܃revamping the VITASOY logo during the year, the profit from Hong ͂ Kong and Macau operations was HK$243 million, down 9% year- 243,000,000ʏcܘαɎࠌ9%e on-year.
(1) Hong Kong Domestic Market (1) ࠗಋ̯ሻ̟
The Hong Kong market underwent a highly volatile year. After ࠗಋ̟ዃȿɣఝؐ৽ɾȹαeᏜ cЎɎ˸αڰੜྦྷޚଊٲɐ˸αכa relatively strong first half, the economic conditions turned ੱؗ ጪዀᕶೕϤᔝe̟ټ፭ടͲଈڳ for the worse in the second half following the onset of the global financial crisis. General expectation of imminent ౝ༧ད౨ᏜੀாɃঞঽcΐϤ̨Ꮎࣱ eɀཌྷཌྷٽʶʥқԹ̯Δұᄈڌeconomic recession stifled consumers’ confidence and hence ّ the growth of domestic demand. The outbreak of the ɄαȾ˂ೕ́ɾɍၙ⌾ἵԑܨ͛൬ȹү melamine related issue in September 2008 had a further ྦྷࣱੱၑι߲ࠍᄧᚊeϊ̔cΕʌ negative impact on spending sentiment. In addition, αࡧտϷพɾሻਕঢ়ࢋ౨cɺఖɾᅘ Ϸพۂৈ၀ᗘඝڈʨࣩ͛ᄧᚊ̯Δچabnormally stormy weather conditions during the peak ࠓ ଊeΐϊcඝࢿ̟ɾሻਕᔾٲsummer season damaged the sales performance of the local ɾሻਕ 27 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
MANAGEMENT REPORT ဳଉᄙంй࣊
non-alcoholic beverage industry. As a result, the beverage τֺɎࠌéଐʿࠍcഌdɮι̯ market experienced a drop in sales. In terms of production, ʥࡈҥࢿძࣟɺᒾɐኒߎɐ˸αᏪ the difficult situation in the first half caused by escalating ྊшᗒcΐϤྦྷ̯α۹Ɏ˸αɾСᅼ inflation, labour cost and raw material cost placed severe ଅιรɣᎦɈe፭ടͲଈᏜɎไ˥ ძࣟնɎࠌʥഌΑໃcшᗒۂpressure on margins in the second half of the year. These ߎਆ Ɏ˸αԷἢᇅeᐢכconditions were relieved somewhat later in the second half ྊΕܺೡ۹ɐ ɀཌྷཌྷɄαࠍྦྷߗɳכϤӰcᏪਆܢ as the prices of commodities began to fall and inflation ܛኝcΕබ̟ؗɻၐܥsubsided with the global economic downturn. All in all, รݯᗲ࢈ɾ ݯшᗒeྡྷٽoperators faced some really formidable challenges in 2008 ሻਕˋ̡ʥึСᄈ and it was a tough job to maintain sales and profit growth in a weakened market.
࣍ΐॖc̯එ྆ࠗಋעDespite these adversities, the performance of the Group’s ቱဳΦΕɐ߸ɺ ଊʋಳᖇցeሻਕ૱ᔾٲพ৻ɾپHong Kong and Macau operations remained stable. We ʥዌ ϭಋྫྷ1,457,000,000%7ٽαᄈܘmanaged to grow our net sales revenue by 7% year-on-year νɃ ʥۂඑ྆τࢽೕࢄณଐ̯כto HK$1,457 million, which was due mainly to our effective ʏc˚߬ͅ effort in developing new products and packages as well as in ˳˞ʥׅࢄʗሻಒ༞eϊ̔c̯එ྆ ɀཌྷཌྷɄαʒ˂ઐˮࠇᒨ̟ઐᄤ߮כ expanding our distribution channels. On top of that, we took ಶᅟႌc৻Ԛၐˢ̘ۂa major initiative in June 2008 to revamp the VITASOY logo in ིcࠎณၐˢ̘ ಶҡՇᚭۂ˥ಶҡеณdࣂֆcۂ order to refresh and rejuvenate the VITASOY brand with a c՞̯එ྆ɾ̟ΔϽeϤ̟ʦٴ view to further consolidating the brand’s following and reinforcing our market position. The market’s response to all Ꮆ͛˥Ɂརၦe these initiatives was very encouraging.
ԶውұۂDuring the year, we rolled out a wide variety of new products αʑc̯එ྆ઐˮΛಁณଐ Ӳ̘d˒̘dЩඝכeԎऋПടࠇٽto stimulate demand growth. Special emphasis was placed ᄈ ᗘcΕଐိۂ೩ଊτଐۂon the introduction of more healthy and wholesome variants এᗘʥ̸ඝ ɻ˱Ƀҡݯτऩ৪ɾʏॖcΣГۂ -of existing product lines covering soymilk, dairy milk, ready to-drink tea and juice drink by enriching them with new ጅdᘤфᔔఒɣӲιͫdГ७dɺфᐺ Гܢ˳ԝɥۂfeatures such as low-sugar, rich-soy content, low-fat, zero- ՞ስʥɺфԉၛቸ೩eଐ cholesterol and zero-preservative. Examples are Low-sugar ጅၐˢ̘Ӳ̘dГጅோ၀ၐˢ̘Ӳ̘d ᗸ܆d൷ۂVITASOY Soymilk, Low-sugar Malted VITASOY Soymilk, VITA ၐˢχ̀ɈᚓɈГ७˒̘ඝ ʥɬˋГጅӲ̘e̯ۂCHOCOLATE MAGIC Low-fat Milk Drink, CALCI-PLUS Soya ᇒࡈ୶͉ɣӲඝ
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ӡͶɻઐˮၐˢ።ۂCollagen Skin Health Soymilk and SAN SUI Low-sugar එ྆ΕЩඝএᗘଐ ʿۂSoymilk. We added to our range of ready-to-drink teas ᙬᓅᓂএcԎรݯι˲e৪ඝ VITA Ceylon Lemon Tea, which has been very successful. In ࠍc̯එ྆ઐˮၐˢʶಲ٦ுϦ eࣂ͛ઐˮԭۂthe wellness segment, we introduced VITA TSING SUM ZHAN ʥ͵ጅϛ˃̾೩ඝ Fig & White Fungus Drink and Rock Sugar Lily Bulb & Papaya ಁӲၛ٦zɬˋࣔ٦Ӳၛ٦ʥɬˋᒠᑄ ʿࠍcၐˢ̘Ӳ˳ۂDrink. We also launched two tofu desserts – SAN SUI ᓅᓂӲၛ٦eଐ αʑᔝeכOsmanthus Tofu and SAN SUI Ginger Lemon Tofu. As for ̘ʥၐˢၱᕄˋɾ˳я ΪͲɾᗐۂʔଠྦྷ˒̘ଐכpackaging formats, those for both VITASOY Soymilk and VITA ࣂcτӮ ɾऩ୮ۂDistilled Water were revamped during the year. Meanwhile, in ؇c̯එ྆˱ੜۧඨɣӲᗘଐ view of public concern over the safety of dairy products, we ˞ХԶውұe stepped up our promotion of the benefits of soy-based products to help stimulate demand.
The Group’s tuck shop business under Vitaland responded ݯᎶ˟ଊࣂɾᏜੱؗc̯එ྆ၐˢʨ to the economic conditions by focusing on those profit making Δ࿏Ɏɾነ࣎ɩࠕพ৻ਿ؇ᏪᏵС accounts and putting together a strenuous effort to control พ৻cࣂ͛ߎɈઁԹι̯e̯එ྆ ࡨᎁcιۂcost. We also succeeded in maintaining our overall gross profit ༦ณɾցძ೪ʥઐᄤࠕ by means of innovative pricing and food combo promotions. ˲ၐܛኬˉСˋ̡eࣂc༦ᓯʝ ሔ൴˞ʥړMeanwhile, by streamlining its production process, developing ́ଐೡѵdԹณࠕᖪʥᆢ new recipes and ensuring quality, and containing both variable ઁԹ˿ᛰʥ՞ցʻcࠗಋࠕɾᎁඝ and fixed expenses, Hong Kong Gourmet’s catering business พ৻ΕሻਕᔾʥޔСॶɈʿࠍܛᙩɐ
continued to grow in terms of sales and profitability. It also ʠeพ৻͛൬ȹүᄈ˱ԯ˚۪߬ʸሻ ነ࣎౨ιɾտຝֲכሻͅא˞further strengthened its key account sales to offset the ൴c seasonality factor due to school holidays. Through these ᄧᚊeϊЦɈcᒖಳሻਕᔾႦ෬Ɏ efforts, the Group’s tuck shop and catering business together ࠌcЎ̯එ྆ɾነ࣎ɩࠕʥᎁඝพ৻ eٽrecorded a healthy growth in profit despite a slight drop in ʋͳ፣ᖇ৪ึСᄈ sales.
(2) Export Markets (2) ˮɟ̟
The export sales of the Group’s Hong Kong operation grew ̯එ྆ࠗಋพ৻ɾˮɟሻਕᔾܘαɐʠ ᅩd̛ˀСԓdʱ̠ԓณᆐכby 9% year-on-year. Robust growth was recorded in markets 9%cԎ ڰlike the European Union, Nigeria, Papua New Guinea, ʑԓdณ˱գʥ˵ݘ೩̟፣ੜ eٽSingapore and North America. ᄈ 29 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
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MAINLAND CHINA ɻਝʑΔ
2009 2008 % 2009 2008 HK$ million HK$ million Change Group contribution % ಋྫྷϛຒʏ ಋྫྷϛຒʏ ᛰ৽ Ќ̯එ྆ϛʗˈ% Revenue from external customers ԞϬ̔ං۪ʸɾνɃ 564 362 56 20 15 Profit from operations ᏪึС 78 51 52 21 14
α۹cɻਝʑΔɾܧɀཌྷཌྷɄʼnɀཌྷཌྷȾলכ In fiscal year of 2008/2009, the total revenue generated in Mainland αᄈ˱56%eܘChina amounted to HK$564 million, representing an increase of ᐢνɃݯಋྫྷ564,000,000ʏc α۹ܧyear-on-year. The profit from operations was HK$78 million, ᏪึСݯಋྫྷ78,000,000ʏc༖ɐȹল 56% up 52% versus the preceding fiscal year. ɐʠ52%e
ɀཌྷཌྷɄαɐ˸αcɻਝʑΔɣӲඝࢿ̟כ The soy beverage market in Mainland China was growing steadily eቱဳͲଈٽin the first half of 2008 alongside the Chinese economy. Although །፭ɻਝᏜೕࢄүͣϤᖇցᄈ ᇅcЎיɎ˸αכٽጪዀɾᄧᚊ˥Ꮬᄈټ economic growth slowed down in the latter half of the year due to cҡ܃ɀཌྷཌྷɄαȾ˂ೕ́כܨthe impact of the global financial crisis, the consumption of soymilk Ϭɍၙ⌾ἵԑ continued to increase after the outbreak of the melamine related ΛࣱّፕእӲ̘Аݯ˒̘˞̔ɾ̊ȹፕእc eٽᙩᄈܛissue in September 2008, which led more consumers to choose ΐϤ৽Ӳ̘ሻ൴ soymilk as an alternative to dairy milk.
ۂWe continued to pursue the “Core Business, Core Brand and Core ̯එ྆ᘗᙩΕɻਝʑΔਨϷ࣏ʶพ৻d࣏ʶ ɾพ৻೪e̯එ྆ɺᒾЦɈʥ̟ےCity” business strategy in Mainland China. Persistent effort and ಶʥ࣏ʶ ܛʥτࢽɾ̟ઐᄤc৻ұၐ͓ۺಶۂכinvestment in brand building as well as effective marketing allowed ҙ༅ ɻਝӲ̘̟e̯එ྆ዶڲthe Group to maintain its leading position particularly in the Southern ეኒΔϽcʮԯܰ ሬɾցძ೪ʥܪChina soymilk market. Our aggressive marketing campaign, ร൬Ϸ̟ઐᄤݠ৽dྡྷ appropriate pricing strategy and expansion of distribution channels ׅࢄʗሻಒ༞cιݯ̯එ྆ΕɻਝʑΔ፣ੜ ɾ˚߬ΐॖe̯එ྆͛ᘗᙩዶร൬ٽሻਕᄈڰ were key factors contributing to the Group’s strong sales growth in Mainland China. We also continued with proactive consumer ϷࣱّઠөcઐᄤɣӲ৪ऩ୮eαʑcၐ education to promote the health benefits of soy. During the year, ˢ̘ᏵɻਝʑΔȹ၉ॎിݯɻਝʑΔɊɣӲ ಶɾȹeۂ̘ VITASOY was named by a Mainland China website as one of the top ten soymilk brands in Mainland China.
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ಶʥ̟ΔϽ˞ʥዶร൬ϷۂWhile reinforcing our brand and market position as well as engaging Ε՞̯එ྆ɾ ̯Δұٴin aggressive sales promotion, we also pursued to a product ሻਕઐᄤɾࣂc̯එ྆͛ઔՅ ɀཌྷཌྷɄαʒ˂c̯එ྆כೕࢄ೪eۂdevelopment strategy that catered to local needs. In June 2008, ɾଐ we launched VITA Lemon Tea which was manufactured domestically ઐˮɻਝʑΔ́ଐɾၐˢᓅᓂএeݯ̯එ ɀཌྷཌྷɄαכ೪c̯එ྆ܧin Mainland China. In accordance with the Group’s policy of ྆ొ৪ඝࠕɾ promoting a healthy diet, we rolled out a low-fat, low-cholesterol, Ⱦ˂ઐˮȹಁГ७dГᐺ՞ስdГጅʥ˱൷Ӳ Ðၐˢۂless-sweet and calciferous soymilk in September 2008. We also ̘eϊ̔c͛ઐˮȹಁ̯Δ́ଐɾଐ ೕޢȽਿݯɻਝʑΔ̟ۂintroduced a local product, VITASOY Black Bean Soymilk, which ̘ඣӲӲ̘cଐ ι˲eڈ˅ݯکwas developed and sold exclusively in the Mainland China market. ʥАሻਕcԷ͌ This product has been very successful so far.
AUSTRALIA AND NEW ZEALAND ዌݘʥณϹᙬ
2009 2008 % 2009 2008 HK$ million HK$ million Change Group contribution % ಋྫྷϛຒʏ ಋྫྷϛຒʏ ᛰ৽ Ќ̯එ྆ϛʗˈ% Revenue from external customers ԞϬ̔ං۪ʸɾνɃ 285 280 2 10 12 Profit from operation ᏪึС 52 59 (11) 14 16
Αᚋα۹cዌݘʥณϹᙬɾᐢνɃݯಋྫྷכ In the year under review, the total revenue generated in Australia ˞and New Zealand amounted to HK$285 million, representing an 285,000,000ʏcᄈఝݯ2%e࠱ੀԭα۹ ٽincrease of 2%. If we compare the two years in original Australian Δஒྫྷዌʏ့߮൬Ϸˈ༖cᐢνɃྡྷᄈ currency, there was in fact a growth of 13%. The profit from operation 13%eᏪึСݯಋྫྷ52,000,000ʏcϤɐȹ α۹ݯಋྫྷ59,000,000ʏeዌʏൖࠤܧwas HK$52 million, compared to HK$59 million for the preceding ল fiscal year. The fall, besides the currency translation impact caused ֺʵߎɾ့ᄧᚊ̔cᏪึСɎࠌ˚߬ΐݯ ৻רby the depreciation of Australian Dollar, was mainly due to a new ༅ʔ̇ΉዌݘɾᏪྑЂʻ˟ณΪખɾ arrangement regarding the payment of management fees to our eၤϊࣂc༅ʔ̇Ή̯එ྆ʻ˟ɾਆᅟ ၃ሏ͌כᎶᄈ˱cԯᄧᚊɰޚjoint venture partner in Australia. At the same time, the royalty ᚬ͂͛ ɀཌྷཌྷɄþɀכpayment to the Group had been increased at the same pace during ࣂ࿁ሻe࠱ɺ߮Ήᔶʿٖ
31 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
MANAGEMENT REPORT ဳଉᄙంй࣊
αܧα۹ʥɀཌྷཌྷȼþɀཌྷཌྷɄলܧthe year under review but its impact was eliminated upon ཌྷཌྷȾল ৻ʥਆᅟᚬ͂c˞Δרconsolidation. Should the said management fees and royalty ۹ʻ˟ɐ߸ɾ ݯ18%eٽpayment to respective shareholders be excluded from fiscal year of ஒྫྷዌʏ့߮c̯α۹ɾึСᄈ 2008/2009 and fiscal year of 2007/2008, the profit for the year in original Australian currency would have increased by 18%. cዌݘӲ̘ʥϝ̘̟ϬΑ܃After a period of stagnancy, the Australian soy and rice milk markets ዃȹݒ౨ e˚߬τፆࣱّྦྷٽնΑనᄈٱreturned to positive growth since the beginning of the year under ᚋα۹ ძࣟɐcሻכɾұɺᒾᄈ˱eͅۂreview. This was driven largely by consumers’ increasing preference ৪ࠕ eณϹᙬɾӲ̘ٽሻਕ൴ɾᄈכঢ়ٽfor healthy food products. The growth in value outpaced that of ਕᔾɾᄈ eಳϤcኬٽvolume due to the escalation of prices. The New Zealand grocery ʥϝ̘ཌྷਕ̟͛፣ᖇցᄈ ውईeجsoymilk and rice milk markets also experienced steady growth. ̟ྊʋಳᘏ Market conditions in general, however, remained intensely competitive.
ሔʥΛۂۂಶɾබd൙ɾଐۂBuilding on the strength of the VITASOY brand, our premium quality ንᔄၐˢ̘ α۹ܧল̯כඑ྆ॶ̯ܨᗘcိۂand our diverse product offerings, we were able to achieve the No.1 ᅚʝɾଐ ɰۂmarket position in Australia at the end of the fiscal year. Three new ̱cࣃӸዌݘ̟ɾეኒΔϽeɍಁณଐ products were launched in the Australian market, namely one-litre Εዌݘ̟ઐˮcʗПݯȹʔʠၐˢ̘ঢ়ᛪϝ VITASOY High-Fibre Rice Milk, one-litre VITASOY Oat Milk, and ̘dȹʔʠၐˢ̘ዘோ̘ʥᒠ࠽ၐˢ̘ϝ̘e ͛ɰׅࢄϭณϹᙬ̟eۂRefrigerated VITASOY Rice Milk. The first two of these products ࠖԭಁଐ were also extended to the New Zealand market.
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MANAGEMENT REPORT ဳଉᄙంй࣊
NORTH AMERICA ˵ݘ
2009 2008 % 2009 2008 HK$ million HK$ million Change Group contribution % ಋྫྷϛຒʏ ಋྫྷϛຒʏ ᛰ৽ Ќ̯එ྆ϛʗˈ% Revenue from external customers ԞϬ̔ං۪ʸɾνɃ 416 409 2 15 17 Profit from operation ᏪึС (6) (11) 42 (2) (3)
Αᚋα۹c̯එ྆˵ݘʗʔ̇ɾሻਕ૱ᔾכ In the year under review, net sales revenue generated by Vitasoy ϭಋྫྷ416,000,000ʏeᏪ%2ٽαᄈܘUSA increased by 2% year-on-year to HK$416 million. In terms νɃ of profit from operation, it continued to achieve improvement by ึСᘗᙩՅҝഁcᏪᑋฌ൬ȹүνौϭಋ narrowing its operating loss further to HK$6 million, versus ྫྷ6,000,000ʏcϤɀཌྷཌྷȼþɀཌྷཌྷɄলܧα ݯಋྫྷ11,000,000ʏeڬHK$11 million for fiscal year of 2007/2008. ۹
Despite the challenges posed by significant increases in energy ቱဳࠍྦྷॶʥࡈҥࢿι̯ঢ়ɾܥኝc̯එ ৽Ɉcਿٽand raw material costs, Vitasoy USA capitalised on its growth ྆˵ݘʗʔ̇ʋॶҐో˾αɾᄈ ᙈࠕʥᙈ͊ܢ˳cۂଐٽmomentum generated in the preceding year and focused on more ؇ೕࢄঢ়Сᅼʥঢ়ᄈ e̯එ྆˵ݘʗʔ̇͛ɰҝഁሻਕಒ༞ۂprofitable and fast-growing products, including pasta and wrap ଐ ಶӲၛพ৻ۂproducts. It improved its trade spend management and enhanced ʑઐᄤʻɾဳଉcԎᄈ˱Ϭࡼ ˱c˳ۂೕณଐޢits presence in the private-label tofu segment. It had also been ɾ̟ͫᔾcϊ̔Ԏዶร more active in developing new packaging formats to accelerate ׅࢄԯˢณʗሻಒ༞e༦ԒҝഁɮАʥ
cϤᙈࠕ%11ٽc̯එ྆ɾӲၛሻਕᔾᄈܪthe expansion into new alternate distribution channels. Through ઉ c༠29%eಳڰҡݯੜڬٽthese efforts and initiatives, we grew our tofu sales by 11% and ʼnᙈ͊ሻਕᔾᄈ ɾሻਕᔾʗПɎࠌ18%ʥۂpasta/wrap sales by an even stronger 29%. However, the sales ϤcӲ̘ʥ൬ɟଐ ̡ˋСޔof soymilk and imported products were down by 18% and 20% 20%eగ̯එ྆˵ݘʗʔ̇ɾኬ respectively. Regarding Vitasoy USA’s overall profitability level, ϤӰcɰ༠ߎ൬ȹүνौᏪ༜ᑋฌɾ͌ᅟe we achieved the goal of further narrowing our operating loss.
33 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
MANAGEMENT REPORT ဳଉᄙంй࣊
տ۹c̯එ྆ҺցҢ˵܃ɀཌྷཌྷɄαכ In the last quarter of 2008, it was decided that Vitasoy USA should exit the loss-making aseptic soymilk business and concentrate ݘʗʔ̇ᑋฌɻɾಲണफ़˳Ӳ̘พ৻cᔝϤ on the tofu and Asian market business which are making positive එɻೕࢄݯ̯එ྆ԞᘆɾӲၛʥԓ̟ พ৻eֺτ̦࿁ሏᔾяɰАˮᅆௐcԎۂcontribution to the Group. All necessary write-offs had been ඝ provided for and included in the reported operating loss. ɰ߮ɃɰеంɾᏪ༜ᑋฌʑe
SINGAPORE ณ˱գ
2009 2008 % 2009 2008 HK$ million HK$ million Change Group contribution % ಋྫྷϛຒʏ ಋྫྷϛຒʏ ᛰ৽ Ќ̯එ྆ϛʗˈ% Revenue from external customers ԞϬ̔ං۪ʸɾνɃ 61 N/A ɺሬ͂ N/A ɺሬ͂ 2 N/A ɺሬ͂ Profit from operation ᏪึС 8 N/A ɺሬ͂ N/A ɺሬ͂ 2 N/A ɺሬ͂ c̯එ྆Ͳࠍνᑪณ˱գٱ˂ɀཌྷཌྷɄα̒כ In early April 2008, we acquired the entire equity of Unicurd – a ֺτۂႇਆʥʗሻਆ Ð ȹࠕۂleading soyfood manufacturer and marketer in Singapore. With this ˚߬ɾӲ ኬԓכacquisition, the Group is in a better position to build a stronger ٖͫᚬऩeܰඖνᑪτХᒷɣ̯එ྆ market presence across the Asia Pacific Region. ʪਂɾ̟ͫᔾe
࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀ˅α۹cȹכ In the year to 31st March, 2009, Unicurd recorded a total sales αܘ፣ᐢሻਕνɃಋྫྷ61,000,000ʏcۂrevenue of HK$61 million, up 26% year-on-year. Its profit from ࠕ ϭಋྫྷ%126ٽoperation improved by 126% to HK$8 million. Unicurd’s results for ɐʠ26%eԯᏪึСᄈ ɀཌྷཌྷȼʼnɀཌྷכۂȹࠕכfiscal year of 2007/2008 was not shown in this Annual Report as 8,000,000ʏeͅ αంԎ̯ܨඑ྆Ꮺc̯ͅڈα۹ԎܧUnicurd was not operated by the Group in fiscal year of 2007/2008. ཌྷɄল αܧɀཌྷཌྷȼʼnɀཌྷཌྷɄলכۂ༗Ͷȹࠕ̰ ۹ɾพᐜe
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MANAGEMENT REPORT ဳଉᄙంй࣊
Ꮬכ୮قSingapore has been experiencing an economic downturn since the ϬɀཌྷཌྷɄαɎ˸αcณ˱գȹ ჱɎ܈ؗcਝʑ́ଐᐢࠤၤཌྷਕʻяرᇅי .latter half of 2008 with the GDP and retail spending falling sharply ൚ज़̟ሻਕಒ༞፣כHowever, the consumption of tofu posted a strong growth of nearly ࠌeಳϤcӲၛሻ൴ ˚༦Ήԯۂeȹࠕ%28ٶٽαᄈܘɾڰon a yearly basis in the supermarket channel. By conducting ੜ 28% aggressive promotional activities among its key accounts, Unicurd ۪߬ʸዶร൬Ϸઐᄤݠ৽cιݯಒ༞ɾ˚߬ ԯˢכଊҡႩพe̯එ྆ٲ৽Ɉcԯٽbecame the major growth driver in this channel, outperforming its ᄈ eڰଊੜٲpeers by a significant margin. We also performed strongly in other ሻਕಒ༞͛ channels. e̯එ྆ɰ၀ᓯֶۂNo new product was introduced during the year. Certain product ̯එ྆αʑԎಲઐˮณଐ ʥٴҡॶਿ؇ೕࢄ༖Շᚭڏ˞cۂlines were rationalised or dropped to ensure a sharper focus on ᅗߗɳଐ ༜ʥۂe̯එ྆͛ҝഁଐۂcore products that were more popular and profitable. Improvement ঢ়Сᅼɾ˚߬ଐ ৻ሔॖeרwas also made to the delivery of stock and inventory control to ΦஒݚᔝcϤొʠ enhance service quality.
ଊଉeᅩݘdณϹٲɾˮɟพ৻͛ۂUnicurd’s export business also performed well. Exports to Europe, ȹࠕ αܘʥԓݘԯˢΔਂɾˮɟᔾܖdҧڈڲNew Zealand, South Africa, Dubai and other parts of Asia increased ᙬd e%17ٽby a total of 17% year-on-year. ͳᄈ
35 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
CORPORATE GOVERNANCE REPORT พဳ؝ంй࣊ͬ
36 Annual Report 2008/2009 αం
CORPORATE GOVERNANCE PRACTICES
We are firmly committed to compliance of statutory and regulatory corporate governance standards and adherence to the principles of corporate governance emphasising transparency, independence, accountability, responsibility and fairness. The Board of Directors reviews the corporate governance practices from time to time to ensure alignment of interests and expectations from our shareholders, the investing public and the other stakeholders.
พဳ؝ஃͬ
۹dዟעඑ྆ըϷʥፓΨؒցʥဟဳͬพဳ؝ᅟๅcԎࣂԳፓ؇ࠇ̯ e໎ԑผɺࣂᏎদͬพဳ؝ஃcᆢڬdਐஐd߲ஐၤʔ̡ɾͬพဳ؝ࡈ͓ τᗐஃॶଲΈٖdʔଠҙ༅ّʥԯˢСऩɁɡɾСऩၤ౨શeړ
37 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
CORPORATE GOVERNANCE REPORT พဳ؝ంй࣊ͬ
࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀ˅α۹כThe Company has, throughout the year ended 31st March, 2009, ̯ʔ̇ ֺτࠉʔ̇ᖬԴɐ̟ஃמፓΨࠗಋᐲ͚قcomplied with the code provisions set out in the Code on Corporate ȹ ፣14ֺ༗ɾͬพဳ؝ஃΨڃڬɐ̟ஃڬ Governance Practices contained in Appendix 14 of the Rules ʼA.2.1ૈτᗐਨૈڬʼcΨૈڬɻɾΨڬ Governing the Listing of Securities on The Stock Exchange of Hong ̔eڬᐢസӯϳਂʗɾΨܧKong Limited (the “Listing Rules”) except for the Code Provision Ϸ˚ၤϷ A.2.1 for the separation of the roles of Executive Chairman and Chief Executive Officer.
BOARD OF DIRECTORS ໎ԑผ
The general management of the Company’s business is vested in ໎ԑผ߲ஐ̯ʔ̇พ৻ɾኬဳଉɮАcԯɰ the Board. The Board has established various committees to ι͓ɺɾկࡗผԞဳଉʥဟྦ̯ʔ̇ऋցᆲ manage and oversee the specified affairs of the Company. The Board ᕿɾԑ৻e໎ԑผɰੀ̯ʔ̇ɾˀဳଉᚬɈ has delegated the day-to-day management power of the Company ͚ʀ̯ʔ̇ɾਨϷ໎ԑʥঢ়ᄙဳଉɁࡗe to the Executive Directors and senior management of the Company.
The Board is committed to the Company’s mission to creating value ໎ԑผߎɈਨϷݯٖძࠤɾԚ՜e໎ԑ for our shareholders. The Board is responsible for developing the ผ߲ஐԹց̯ʔ̇ɾ೪ʿΉcɺᒾဟྦ̯ʔ ଊeΐϊc೪ི߮ɰιݯ໎ԑٲstrategic directions for the Company and continuous monitoring of ̇ኬဳଉ ؇෮ڈࠇ߬ɾȹc໎ԑผԎڈthe performance of the general management of the Company. ผᓻॶɻ Therefore strategic planning has become a very crucial part of the ʥࠇ഼τᗐ೪ི߮e೪ི߮ȹঁ૪ၰɍϭ α۹ܧɀཌྷཌྷȼʼnɀཌྷཌྷɄলכBoard’s function and a lot of focus and attention has been devoted ʄαe໎ԑผ ጪዀֺټto such a plan. Strategic planning horizons are generally three to ઔढ़ณɾʄα೪ི߮cԎΐᎶ ɀཌྷཌྷכᙩబʝੱؗcܛfive years. The Board has adopted its latest Five Year Strategic Plan ʵೕɾͲଈᏜྊ α۹ᄗᘪʥઔढ़࠳߯ɾɍܧin fiscal year of 2007/2008 and has deliberated and adopted a ɄʼnɀཌྷཌྷȾল revised Three Year Strategic Plan in fiscal year of 2008/2009 in α೪ི߮e response to the worsening worldwide economic situation resulting from the financial crisis. cͶ༗߬໎ٲᆢɾԑඖעA defined schedule of matters reserved for Board decision has been ໎ԑผɰઔढ़ȹͫ adopted by the Board. Apart from the strategic planning, certain ԑผАҺցɾԑඖe೪ི߮̔cࣹʥলܧ important matters involving finance and shareholders’ interests are ʥٖᚬऩ೩ࠇ߬ԑփя໎ԑผᄗғcᐾ ၤད့ɾˈ༖dٖٲα۹ད့dল৻ంܢ˳reserved for approval by the Board, including, for example, ԝ annual budget, financial statements against budget, dividend policy, ࢠܧ೪dࠇɣҙ༅dࠇɣνᑪʥˮਕh˚߬ጪ ᘪկͨ໎ۺmaterial investments, material acquisitions and disposals; major ༅ݠ৽ʥ࣓ኣᑀ༭ʥొΊկࡗผɾ financing activities and appointment of Director(s) following the ԑe recommendation(s) by the Remuneration and Nomination Committee.
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CORPORATE GOVERNANCE REPORT พဳ؝ంй࣊ͬ
BOARD COMPOSITION ໎ԑผୂι
ਨϷ໎ԑʥɍϽਨϷ໎ԑୂڈThe Board currently comprises five Non-executive Directors and ໎ԑผଊͅʄϽ ਨϷ໎ԑݯԞϬɺϷพʥਿڈthree Executive Directors. Three of the Non-executive Directors are ιeԯɻɍϽ ਨϷ໎ԑЌ໎ԑผڈПɾዟ͓Ɂɡeዟ͓ވindependent, from different business and professional fields. The พ Independent Non-executive Directors represent over one-third of Ɂᅕɍʗȹ˞ɐeΈ໎ԑֺᙔɾᗘПdᓻϽʥ αం໎ԑʥঢ়ᄙ̯כ༗ڝthe Board. The category, position and brief biographical information ᓯዃ˞ʥ֤ϊංɾᗐ ਨϷ໎ԑᄤڈܢ˳of each Director, together with the relationship amongst each other, ဳଉɁࡗȹຝe໎ԑࠨ ᖫʥਿพ၀ुcτХكϤᗸൔɾพ৻d؟ are set out in the “Directors and Senior Management” section in this Annual Report. The Directors, including the Non-executive ໎ԑผτࢽଅʥঢ়ࢽΔᄚϷԯᓻஐe Directors, have brought a wide spectrum of valuable business experience, knowledge and professionalism to the Board for its efficient and effective delivery of the Board functions.
ڬਨϷ໎ԑ࣓ኣɐ̟ஃڈThe Company has received, from each of the Independent ̯ʔ̇ɰνԷΈዟ͓ Non-executive Directors, an annual confirmation of his independence 3.13ૈగԯӸͫɾዟֲ͓ೕˮɾ൪αᆢႏ ਨϷ໎ԑᆢᙔዟ͓Ɂڈpursuant to Rule 3.13 of the Listing Rules. The Company considers ࣊e̯ʔ̇ႏݯΈዟ͓ all of the Independent Non-executive Directors are independent. ɡe
໎ԑʥړɁࡗҙܧThe Company has arranged Directors’ and Officers’ Liability ̯ʔ̇ɰݯ̯ʔ̇໎ԑʥϷ ፮eړɁࡗɾஐͨܧInsurance for the Directors and Officers of the Company. Ϸ
CHAIRMAN AND CHIEF EXECUTIVE ˚ʥϷܧᐢസ OFFICER
ʼA.2.1ૈஃցc˚ၤϷૈڬɾΨڬCode Provision A.2.1 of the Listing Rules sets out that the roles of ɐ̟ஃ the Chairman and Chief Executive Officer should be separate and ܧᐢസɾӯϳᎶτਂʗcԎɺᎶͅȹɁࣂ should not be performed by the same individual. Mr. Winston ࠹ͨeᖓʤᓤͱ́ݯ̯ʔ̇ɾਨϷ˚eΕଊ ᐢസɾܧYau-lai LO is the Executive Chairman of the Company. At the present ආݒc̯ʔ̇໎ԑผ˚ɾᓻॶʥϷ stage, the roles of the Chairman of the Board and some roles of the ߗɳᓻॶяͅᖓʤᓤͱ́ˮͨe̯ʔ̇໎ԑ ᐢܧ໎ԑผ˚ၤϷ͉עͫ˨ޑChief Executive Officer of the Company are performed by ผၤਨϷ˚ ʃԹޚҡԙɾړMr. Winston Yau-lai LO. However, the Board of the Directors and സɾӯϳୄʀ˞ིʗcᆢ the Executive Chairman of the Company fully recognise that the ጫc༠ߎҡӪΡɾͬพဳ؝e respective roles of the Chairman of the Board and the Chief Executive Officer should be separated in the course of time to ensure better checks and balances and hence better corporate governance.
۽ڌAs mentioned in the 2007/2008 Annual Report, Mr. Laurence P. ΣɀཌྷཌྷȼʼnɀཌྷཌྷɄααంֺ߸cቭ ᐢܧɀཌྷཌྷȼαɄ˂Ᏽࣃʠݯඑ྆ϷכEISENTRAGER was promoted as the Group Chief Executive Officer ͱ́ɰ ᓻஐe໎ԑผܧin August 2007 with a view for him to take over the executive സcᔄ˞અͨਨϷ˚ɾϷ ͱ́ɰ۽ڌresponsibilities from the Executive Chairman. The Board is pleased ಳంйcᓻஐଫ͚̳С൬Ϸeቭ to report that transition is progressing. Mr. Laurence P. EISENTRAGER Ͳࠍ߲٘ࠗಋdዌݘd˵ݘʥณ˱գ೩พ৻ અဳଉᓻஐcଊ̳үઅͨͅਨϷ˚ଫقhas fully assumed the direct supervisory roles in Hong Kong, ɾ Australia, North America and Singapore and is currently in the course ͚ɾɻਝʑΔพ৻e̯එ྆ད౨ᓻஐɾͲࠍଫ ࡈցི߮ѧιcԎผ༎൙ϭɀཌྷכof assuming the supervisory role in Mainland China from the ͚ɮАੀፖ α۹eܧExecutive Chairman. It is anticipated that the completion of full ȹཌྷʼnɀཌྷȹȹল transition will take longer than originally planned and will cross over into fiscal year of 2010/2011. 39 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
CORPORATE GOVERNANCE REPORT พဳ؝ంй࣊ͬ
BOARD PROCEEDINGS ໎ԑผೡѵ
α۹ʑ໎ԑผͳܧɀཌྷཌྷɄʼnɀཌྷཌྷȾলכ The Board met five times in fiscal year of 2008/2009 to mainly discuss and approve the overall business strategies, to review and ผʄωc˚߬দሃʥғኬพ৻೪dᏎদ ٲmonitor the financial and operating performance of the Group and ʥဟྦ̯එ྆ʥΈพ৻௰Ͻɾল৻ʥᏪ༜ its business units respectively, and to consider and approve the ଊcʥᄗғ̯එ྆ɾͲαད့eϊ̔c໎ԑผ annual budget for the Group. In addition, the members of the Board ιࡗˮȿԭʨͲˀผᘪᄗᘪ̯එ྆ɾɍα೪ had attended two whole-day sessions to consider and discuss about ི߮cݯ̯එ̰྆Ԟɍαɾพ৻ೕࢄԹցࠇ the Three Year Strategic Plan for the Group which lays an important ߬ɾʿΉe road map for the business development of the Group for the coming three years.
All Directors have full and timely access to all relevant information in Έ໎ԑя˿ͲࠍϤሬࣂΔᏵȹʘτᗐ̯ʔ̇ ցೡѵᜑ໎ԑݯԯᄚϷܫrelation to the Company. There are established procedures for ɾ༅ࢿe̯ʔ̇ɰτ Directors to seek independent professional advice for them to ᓻஐʥஐͨߗሬփؿϤጺዟ͓ਿพ෮ discharge their duties and responsibilities, where appropriate, at Ӯc̯͂ͅʔ̇ʻ˟e the Company’s expenses.
ͶΣɎiٲ೩ผᘪɾˮଅכIndividual attendance of each Board member at these meetings is ໎ԑผΈιࡗ as follows:
Attendance ˮଅ ਨϷ໎ԑڈIndependent Non-executive Directors ዟ͓ Dr. The Hon. Sir David Kwok-po LI ңਝᗸᏲɡ 4/5 Mr. Iain F. BRUCE ̠ቧɡͱ́ 4/5 Mr. Jan P. S. ERLUND Jan P. S. ERLUNDͱ́ 5/5
ਨϷ໎ԑڈ Non-executive Directors Ms. Myrna Mo-ching LO ᖓᄮ߱ɤɡ 4/5 Ms. Yvonne Mo-ling LO ᖓᄮށɤɡ 5/5
Executive Directors ਨϷ໎ԑ Mr. Winston Yau-lai LO (Chairman) ᖓʤᓤͱ́˚ 5/5 ͱ́ 5/5۽ڌMr. Laurence P. EISENTRAGER ቭ Mr. Eric Fat YU Еೕͱ́ 5/5
APPOINTMENT, RE-ELECTION AND ໎ԑɾկͨdࠇፕʥᇋЛ REMOVAL OF DIRECTORS
ᘪۺThe appointment of a new Director is made on the recommendation ̯ʔ̇Ƚ࣓ኣ̯ʔ̇ᑀ༭ʥొΊկࡗผɾ by the Remuneration and Nomination Committee of the Company ֶ༦ٖɣผկͨณ໎ԑeɓ໎ԑผկͨɾ Ɏȹ։ٖɣผɐйঽeכor by shareholders in a general meeting. Any Director who is ໎ԑя appointed by the Board shall retire at the next General Meeting.
40 Annual Report 2008/2009 αం
CORPORATE GOVERNANCE REPORT พဳ؝ంй࣊ͬ
ցͨ౨կͨe࣓ܞ˞ڈਨϷ໎ԑԎڈThe Non-executive Directors of the Company do not have a specific ̯ʔ̇ɾ cͲ໎ԑяʭڬterm of appointment. Under the Company’s current Articles of ኣ̯ʔ̇ଊϷɾೡୀ ٶAssociation, all Directors are subject to retirement by rotation at ҰɍαረࠤйঽcϤҰατɍʗȹֶઅ ʔٖ̇൪αɣ̯כleast every three years and one-third (or the number nearest to but Ўɺॶ൚൙ɍʗȹɾ໎ԑ not exceeding one-third) of Directors shall retire from office every ผɐঽͨeկͨ໎ԑɾα౨ɺ൚༦ɍαe year at the Company’s Annual General Meeting. The term of appointment of a Director cannot exceed three years.
Ԏʍଽ̯ʔكInduction programmes are arranged for the newly appointed ̯ʔ̇ݯณկͨ໎ԑΪખగͨ ͛ผᏵೕȹࡨ܃Directors on the general business of the Company. On appointment, ̇พ৻ลؗeณͨ໎ԑᏵկͨ ೩ȿ໎ԑΕɺဟဳ֤ڏ˞༅ࢿcكnew Directors will also be given an induction programme kit advising గͨ them of their responsibilities and duties as Directors under various ஃցʥ໎ԑผೡѵ˳ܢ໎ԑկࡗผɾᓻᚬᆲ regulatory requirements and the Board procedures, including the Ɏɾஐͨʥᓻஐe Terms of Reference of the Board Committees.
RESPONSIBILITIES OF DIRECTORS ໎ԑஐͨ
ኪஐͨe໎ԑԎֻٲDirectors acknowledge their responsibilities for preparing the ໎ԑྦྷᇁႇ̯ʔ̇ল৻ం ࣍ɾԑֶͧੱؗ˿ॶผע੪τͨЄࠇɣɺكfinancial statements of the Company. Directors are not aware of ɺ any material uncertainties relating to events or conditions that may ᗲࠇᄧᚊ̯ʔ̇ܛᙩᏪɾॶɈeɀཌྷཌྷɄʼn ᙩᏪਥๅܛܘȽٲcast significant doubt upon the Company’s ability to continue as a ɀཌྷཌྷȾαɾͲαল৻ం ೪ͱܧʥڬgoing concern. The Annual Financial Statements for 2008/2009 are ᇁႇe̯ʔ̇ઔढ़ɾֺτณผ߮ๅ prepared on a going-concern basis. All the new accounting ͅᄗ࣏կࡗผ൪দሃ܃ғcಳ܃ʹొ͚ standards and policies adopted by the Company have been ʀ໎ԑผઔढ़e thoroughly discussed and approved at the Audit Committee before adoption by the Board.
ڬઔढ़ȹࡨϷݯΨמThe Company has adopted its own Code for Securities Transactions ̯ʔ̇ɰగ໎ԑɾᖬԴ͚ ፣Ɋֺ༗ɾڃڬcԯૈಁɺˈɐ̟ஃڬby Directors (the “Code”) on terms no less exacting than the required Ψ ᅟๅڬؿᅟๅΨמstandards set out in the Model Code for Securities Transactions by ɐ̟ʔ̇໎ԑ൬ϷᖬԴ͚ ᗐޚ༗Ͷɾஃցᅟๅᄖᕌe̯ʔ̇͛గڬDirectors of Listed Companies (the “Model Code”) contained in Ψ Appendix 10 of the Listing Rules. A similar code has also been ᗘПࡗɮ˿ॶኟτֶ੪ᄧᚊٖძણ༅ࢿϤ ɀཌྷཌྷȾכe̯ʔ̇ɰʗПڬadopted by the Company for the specified group of employees who ઔढ़ȹࡨᗘЍΨ may possess or have access to price sensitive information. The αȹ˂ʥɍ˂ҡณԜΈ໎ԑʥޚᗐᗘПࡗɮፓ c৻ԚଲʗПϬɀཌྷཌྷȾαȹ˂ȹڬCompany has updated the Code for all Directors and the specified ΨɾΨ ࠳߯e̯ʔ̇ڬgroup of employees in January and March 2009 respectively so as ˀʥ̒˂ȹˀ́ࢽɾɐ̟ஃ to bring the Code to be in line with the amendments to the Listing ɰྦྷΈ໎ԑʥޚᗐᗘПࡗɮАˮԮ݅c ࿀ϭɀཌྷכᗐᗘПࡗɮяᆢႏޚRules effective from 1st January and 1st April, 2009 respectively. ϤΈ໎ԑʥ ༗ͶڬፓΨΨقSpecific enquiries was made of all Directors and the specified group ཌྷȾαɍ˂ɍɊȹˀ˅α۹ȹ of employees and all Directors and the specified group of employees ɾஃցᅟๅe have confirmed compliance with the required standard set out in the Code for the year ended 31st March, 2009.
41 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
CORPORATE GOVERNANCE REPORT พဳ؝ంй࣊ͬ
BOARD COMMITTEES ໎ԑկࡗผ
The Board has established an Executive Committee, a Remuneration ໎ԑผᑲɎɰι͓ਨϷկࡗผdᑀ༭ʥొΊկ and Nomination Committee and an Audit Committee. ࡗผʥᄗ࣏կࡗผe
EXECUTIVE COMMITTEE ਨϷկࡗผ
Ͳܢ˳ɀཌྷཌྷȹαι͓cଊιࡗכThe Executive Committee was established in 2001. Its current ਨϷկࡗผ members include all three Executive Directors, who are: ɍϽਨϷ໎ԑcʗПݯi
Mr. Winston Yau-lai LO (Chairman) ᖓʤᓤͱ́˚ ͱ́۽ڌMr. Laurence P. EISENTRAGER ቭ Mr. Eric Fat YU Еೕͱ́
໎ԑכᙔقThe Executive Committee operates as a general management ਨϷկࡗผݯȹঁဳଉկࡗผc committee under the direct authority of the Board to deal with certain ผc୮ଉ̯එ྆ͫᏪ༜ԑփe operational matters of the Group.
REMUNERATION AND NOMINATION COMMITTEE ᑀ༭ʥొΊկࡗผ
ɀཌྷཌྷכȹȾȾ̒αɀ˂ι͓cכThe Compensation Committee was established in February 1994 ᑀ༭կࡗผ and was renamed as “Remuneration and Nomination Committee” ʄαɀ˂ɀˀҝΊݯᑀ༭ʥొΊկࡗผcԯ ܢ˳cկࡗผιࡗکon 2nd February, 2005 with increased scope of authority. This ᓻᚬᆲ͛˱˞ᒷɣe͌ ਨϷ໎ԑcԯଊڈਨϷ໎ԑʥԭϽڈCommittee now comprises three Independent Non-executive ɍϽዟ͓ Directors and two Non-executive Directors and its current members ιࡗݯi are:
ਨϷ໎ԑڈIndependent Non-executive Directors ዟ͓ Dr. The Hon. Sir David Kwok-po LI (Chairman) ңਝᗸᏲɡ˚ Mr. Iain F. BRUCE ̠ቧɡͱ́ Mr. Jan P. S. ERLUND Jan P. S. ERLUNDͱ́
ਨϷ໎ԑڈ Non-executive Directors Ms. Myrna Mo-ching LO ᖓᄮ߱ɤɡ Ms. Yvonne Mo-ling LO ᖓᄮށɤɡ
The Committee was set up to consider and approve the կࡗผɾι͓οΕᄗғ̯එ྆ਨϷ໎ԑʥঢ়ᄙ ፠ټڈdټᑀܢ˳remuneration packages of Executive Directors and Senior ဳଉɁࡗɾᑀ༭ါСୂc ౨ᆉི߮cٽManagement of the Group, including salaries, benefits in kind and Сऩʥ٦h٦ི߮ʥԯˢ ᑪٖᚬʥԯˢི߮eկࡗผ͛ɺࣂᏎদ໎ܢ˳ bonuses; the bonus schemes and the other long-term incentive ك໎ԑɾҌॶdܢ˳schemes, including share option and other plans. The Committee ԑผɾܼ࿚dஃᅡʥୂι also reviews the structure, size and composition (including the skills, ᖫʥcԎగ໎ԑɾկͨʥ໎ԑᘗིͨ߮Ή ᘪeۺknowledge and experience) of the Board from time to time and ໎ԑผొˮ recommends to the Board on appointments of Directors and the succession planning for Directors.
42 Annual Report 2008/2009 αం
CORPORATE GOVERNANCE REPORT พဳ؝ంй࣊ͬ
α۹ʑկࡗผͳܧɀཌྷཌྷɄʼnɀཌྷཌྷȾলכ The Committee met two times in fiscal year of 2008/2009. Individual ͶΣٲ೩ผᘪɾˮଅכattendance of each Committee member at these meetings is as ผԭωeΈιࡗ follows: Ɏi
Attendance ˮଅ ਨϷ໎ԑڈIndependent Non-executive Directors ዟ͓ Dr. The Hon. Sir David Kwok-po LI ңਝᗸᏲɡ 2/2 Mr. Iain F. BRUCE ̠ቧɡͱ́ 2/2 Mr. Jan P. S. ERLUND Jan P. S. ERLUNDͱ́ 2/2
ਨϷ໎ԑڈ Non-executive Directors Ms. Myrna Mo-ching LO ᖓᄮ߱ɤɡ 2/2 Ms. Yvonne Mo-ling LO ᖓᄮށɤɡ 2/2
Attendance By Invitation: Ꮆᑼˮi Executive Chairman ਨϷ˚ Mr. Winston Yau-lai LO ᖓʤᓤͱ́ 2/2
Report of the Remuneration and Nomination Committee ᑀ༭ʥొΊկࡗผɾంй
೪d̯එ྆ܧټThe Committee has reviewed, discussed and approved the կࡗผɰᄗᘪdদሃʥғ༭ remuneration policies, remuneration of Senior Management including ঢ়ᄙဳଉɁࡗ˳ܢਨϷ໎ԑʥ˚߬ϷܧɁࡗ ଊdٲcɻɰϣПɁɡɾᓻஐʥټthe Executive Directors and key executives of the Group by reference ɾ༭ to the individuals’ job responsibilities and performances, industry พˋ̡ʥ˚̟߬ྊeկࡗผ࣓ኣዟ͓ᚋ ೪c˨ͫϣᄬܧଊϤᔤցɾᑀ༭ٲܘᘪɾۺbenchmarks and prevailing market conditions. The Committee has ਐ ଊٲଊʥτᗐɁɡαʑɾɁٲalso approved the discretionary bonuses and the grant of share ̯එ྆ɾল৻ ੱ٦ʥˮᑪٖᚬeΈਨיcɰғೕ܃ options, having given due consideration to both the Group’s financial ᔤցԯᑀ༭ɾҺ೪ೡѵɻҙeכperformance and the individuals’ performances during the year in Ϸ໎ԑԎಲ accordance with the performance-based compensation policy recommended by an independent consultant. No individual Executive Director has voted in deciding his own remuneration.
AUDIT COMMITTEE ᄗ࣏կࡗผ
ɍܢ˳ȹȾȾȾαι͓cଊιࡗכThe Audit Committee was established in 1999. Its current members ᄗ࣏կࡗผ ਨϷ໎ԑcʗПݯiڈinclude three Independent Non-executive Directors, who are: Ͻዟ͓
Mr. Iain F. BRUCE (Chairman) ̠ቧɡͱ́˚ Dr. The Hon. Sir David Kwok-po LI ңਝᗸᏲɡ Mr. Jan P. S. ERLUND Jan P. S. ERLUNDͱ́
The Audit Committee’s terms of reference are to make ᄗ࣏կࡗผɾᓻᚬᆲ˳ܢగ̔າ࣏ᅕɾկ recommendations to the Board on the appointment, reappointment ͨdࠇณկͨʥᇋЛcֶ୮ଉͨЄτᗐ࣏ᅕ d̔າ࣏ټand removal of the External Auditors and any questions of resignation ᖽᓻֶᖽঽ࣏ᅕd࣏ᅕ༭ or dismissal, their audit fees, matters relating to the independence ᅕɾዟֲ͓೩ԑփΉ໎ԑผొԜ෮Ӯhၤ̔ of the External Auditors; to meet with the External Auditors to discuss າ࣏ᅕผদሃᄗ࣏ɮАɾֲሔʥᆲʥᎶ the nature and scope of the audit, and matters of concern when ̔າ࣏ᅕ߬ұ୮ଉࠤᗐ؇ԑඖhᄗቇɻ౨ 43 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
CORPORATE GOVERNANCE REPORT พဳ؝ంй࣊ͬ
ɐе໎ԑผhদڏ˞ٲrequested to do so by the External Auditors; to review the interim ল৻ంйʥͲαল৻ం ɻ౨ᄗቇʥαᄗ࣏༦ೡೕଊɾਐᕀʥכfinancial report and annual financial statements before they are ሃ ज෮ӮcʥͨЄԯˢ̔າ࣏ᅕ્দሃɾԑړ submitted to the Board; to discuss problems and reservations arising from the interim review and final audit, and any other matters the փhᄗቇ̔າ࣏ᅕߎဳଉᄙɾԲͧʥဳଉᄙ ʑᆫ࣏ړExternal Auditors may wish to discuss, and to review the External ɾΑᎶhᄗቇʑᆫི࣏߮Ԏᆢ ʑᆫ࣏ᓻॶௐړAuditors’ management letter and management’s response; to review ʥ̔າ࣏ᅕංɾԾሁhᆢ the internal audit programmes and to ensure co-ordination between τӷਪ༅ʥΔϽhʥᄗᘪϬϷֶͅ໎ԑผկ ʑဟઁ೩ԑփɾכthe Internal and External Auditors, and ensure that the internal audit ݢֶΐᎶဳଉᄙΑᎶ೩ᗐ ɀכfunction is adequately resourced and has appropriate standing within ˚߬ሁ݅eᄗ࣏կࡗผɾᓻᚬᆲɰ the Group; and to consider any findings of major investigations of ཌྷཌྷȾαɀ˂ʄˀАˮ࠳߯cณᄈկࡗผɾဟ internal control matters as delegated by the Board or on its own ᓻॶcྦྷল৻මంᓻॶʿࠍɾࡗɮ༅ዃܰЯ initiative, and management’s response. The terms of reference of ӷਪ൬Ϸα۹ᏎদeկࡗผϊඖณᄈᓻॶȽΐ the Audit Committee have been revised on 5th February, 2009 so ᎶϬɀཌྷཌྷȾαȹ˂ȹˀ́ࢽɾ࠳߯ɐ̟ Ϥᄈ˱eڬas to include the additional oversight role for the Committee to ஃ conduct an annual review of the adequacy of staffing of the financial reporting functions. This additional role of the Committee is introduced by the amended Listing Rules effective from 1st January, 2009.
α۹ʑᄗ࣏կࡗผܧɀཌྷཌྷɄʼnɀཌྷཌྷȾলכ .The Audit Committee met two times in fiscal year of 2008/2009 Ͷٲ೩ผᘪɾˮଅכIndividual attendance of each Committee member at these meetings ͳผԭωeΈιࡗ is as follows: ΣɎi
Attendance ˮଅ ਨϷ໎ԑڈIndependent Non-executive Directors ዟ͓ Mr. Iain F. BRUCE ̠ቧɡͱ́ 2/2 Dr. The Hon. Sir David Kwok-po LI ңਝᗸᏲɡ 2/2 Mr. Jan P. S. ERLUND Jan P. S. ERLUNDͱ́ 2/2
Attendance by Invitation: Ꮆᑼˮi Executive Chairman ਨϷ˚ 2/2 Group Senior Director – Finance and Administration එ྆ঢ়ज़ᐢဟÐল৻ʥϷܧ 2/2 Group Internal Audit Director එ྆ʑᄗ࣏ᐢဟ 2/2 External Auditors ̔າ࣏ᅕ 2/2
Report of the Audit Committee ᄗ࣏կࡗผంй
The Audit Committee has reviewed the revised accounting ᄗ࣏կࡗผɰடဳଉᄙʥ̯ʔ̇̔າ࣏ᅕ dɀཌྷཌྷɄʼnɀཌྷཌྷȾڬstandards, the 2008/2009 interim financial report and annual ᄗቇ࠳߯ɾผ߮ๅ ᘪۺcԎٲfinancial statements with management and the Company’s External α۹ɾɻ౨ল৻ంйʥͲαল৻ం Auditors, and recommended their adoption by the Board. The ໎ԑผʀ˞ઔढ़eկࡗผ͛ၤʑᆫ࣏Ꮞদ Committee also reviewed with the Internal Auditor the Company’s ̯ʔ̇ɾʑဟઁӡʥᄗቇʑᆫ࣏ց౨ internal control systems and the periodic audit reports prepared by ᇁႇɾᆫ࣏ంйcԎɰғɀཌྷཌྷȾʼnɀཌྷȹ the Internal Auditor and approved the 2009/2010 audit plan. ཌྷα۹ɾᆫ࣏ʿ࣐e
44 Annual Report 2008/2009 αం
CORPORATE GOVERNANCE REPORT พဳ؝ంй࣊ͬ
cၤ̔າ࣏ᅕکᄗ࣏ɮАնכThe Committee has met with the External Auditors to discuss the կࡗผɰ nature and scope of the audit and reporting obligations prior to the ผদሃᄗ࣏ɮАɾֲሔʥᆲᕿ˞ʥමంஐͨe commencement of the audit. The Audit Committee has also reviewed ᄗ࣏կࡗผ͛ɰᄗቇʥϣᄬ̔າ࣏ᅕɾկາ ിЅԯዟ͓۪ᜮֲeᄗ࣏կࡗผɰܢ˳and considered the terms of engagement of the External Auditors, ૈͧc including assessing their independence and objectivity. The Audit ᄗቇԎғʼnདͱғ̔າ࣏ᅕొԜɾᄗ࣏ ৻ʥΈτᗐνeרᄗ࣏ڈCommittee reviewed and approved/preapproved the audit and non- ʥ audit services provided by the External Auditors, together with their respective fees.
ผ߮ʥল৻මכIn addition, the Committee has also reviewed the adequacy of ϊ̔cկࡗผ͛ɰᄗቇ̯එ྆ resources, qualifications and experience of staff of the Group’s ంᓻॶʿࠍɾ༅dࡗɮ༅ዃʥܰЯӷ accounting and financial reporting function, and their training ਪcԎྦྷফᇾೡʥτᗐད့൬Ϸᄗቇeկࡗ programmes and budget. The review performed by the Committee ผֺ൬Ϸɾᄗቇล߸ΣɎi is summarised as follows:
• The Group’s accounting and financial reporting function as a • ̯එ྆ল৻ʥϷܧঢ়ज़ᐢဟͲࠍეኒ̯ whole is headed by the Group Senior Director – Finance and එ྆ɾผ߮ʥল৻මంᓻॶc֤ݯ̯එ Administration, who is the Qualified Accountant of the Group ྆ɾ༅ࣟผ߮cኟτ༩ɀɊʄαɾ with over twenty five years of experience in the fields of finance, ল৻ဳଉdผ߮ʥᄗ߮ɮАe accounting and auditing.
Ᏽ̯එقঢ়ज़ᐢဟȹܧThe Group Senior Director – Finance and Administration, has • ̯එ྆ল৻ʥϷ • been supported by the heads of finance and accounting ྆Εࠗಋd૯Γdɐࣵdዌݘd˵ݘ function in each of our operations in Hong Kong, Shenzhen, ʥณ˱գΈพ৻௰Ͻɾল৻ʥผ߮ᓻॶ Shanghai, Australia, North America and Singapore. All of them ˚ဳʻܛeτᗐ˚ဳΕল৻ʥผ߮ʿࠍ τঢ়೩ܛᗐਿพ༅ࣟʥʼnֶޚhave relevant professional qualifications and/or advanced яԮௐ university degrees in finance and accounting. ࣎ነϽe
එ྆ɾผ߮ʥল৻මంᓻॶɾ̯ړTo ensure the proper running of the Group’s accounting and • ݯᆢ• financial reporting functions, sufficient budget has been ̳༜Аc̯එ྆ɰᅆௐӷਪད့ొԜ provided to enable internal and external training programmes ʑʥ̔ංফᇾೡc৻ұᜑ̯එ྆ผ ᖫʥҌॶॶၤࣂكto update the knowledge and skills of the Group’s accounting ߮ʥল৻මంࡗɮɾ and financial reporting staff. Ԏ൬e
SYSTEM OF INTERNAL CONTROL ʑဟઁӡ
ӪΡτܛThe Board has overall responsibility for maintaining a sound and ໎ԑผɾኬᓻஐܰ߬ݯ̯එ྆ၐ effective internal control system of the Group. The Group’s system ࢽɾʑဟઁӡe̯එ྆ɾʑဟઁӡ˳ of internal control includes a defined management structure with ܢވցᚬࠉᔾɾဳଉܼ࿚cοΕᎳХʔ ᚬ̰כ༅ଐЛړlimits of authority, is designed to help the achievement of business ̇༠ߎΈඖพ৻͌ᅟd ొ˞Ѣഁɾผ߮ত፣ܛၐړobjectives, safeguard assets against unauthorised use or disposition, ɾࢸֶ͂୮ສdᆢ ensure the maintenance of proper accounting records for the Ԝ˿ቌɾল৻༅ࢿԜʑԚֶ͂АʔЗɾ͂c ʥؒஃeϊӡο܁ᗐؒޚፓΨΈඖړprovision of reliable financial information for internal use or for ˞ʥᆢ ᖬcᑷЛᏪ༜ӡړϛʗϛɾڈpublication, and ensure compliance with relevant legislation and ΕొԜଉЎ ࣱ̖ڈregulations. The system is designed to provide reasonable, but not ˮଊࠇɣ፟႒ֶฌ̖cԎဳଉϤ absolute, assurance against material misstatement or loss and to ႒ɾࠓ፮cʥ༠ι̯එ྆͌ᅟe manage rather than eliminate risks of failure in operational systems and achievement of the Group’s objectives. 45 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
CORPORATE GOVERNANCE REPORT พဳ؝ంй࣊ͬ
Directors, through the Audit Committee, have conducted an annual ໎ԑ༦ᄗ࣏կࡗผҰαᄗቇ̯එ྆ʑဟઁ review of the effectiveness of the system of internal control of the ӡɾτࢽֲeτᗐᄗቇɮА૪ၰֺτࠇ߬ɾ Group. The review covered all material controls, including financial, ဟઁᆲᕿc˳ܢল৻dᏪ༜ʥஃဟઁ˞ʥࠓ operational and compliance controls and risk management ፮ဳଉ˲ॶe functions.
INTERNAL AUDIT ʑᆫ࣏
࣓ኣᄗ࣏կࡗผᄗቇʥԑپThe Group Internal Audit Department carries out annual risk එ྆ʑᆫ࣏ ˞˿assessment on auditable areas in accordance with a Risk-based ͱғ˞ࠓ፮ݯ̯ɾʑ৽ᆫི࣏߮ྦྷ ི߮ܘInternal Audit Rolling Plan reviewed and pre-approved by the Audit ᆫ࣏ɾᆲᕿ൬Ϸα۹ࠓ፮ിЅeȿϊ τכ͛ผپCommittee. In addition to its scheduled reviews, the Group Internal ൬Ϸɾᄗቇ̔cඑ྆ʑᆫ࣏ Audit Department also conducts other ad hoc reviews whenever ߬ࣂ൬ϷԯˢਿඖᄗቇɮАeࠇɣʑᆫ࣏ᄗ deemed necessary. The results of significant internal audit reviews ቇʥԾցɾҝഁི߮Σሬ͂ɾผց౨ (and as applicable, agreed rectification plans) are reported to the Ή̯ʔ̇ɾঢ়ज़ϷܧɁࡗʥᄗ࣏կࡗผමంe ړᆢܪ͛ผ།൬τᗐҝഁઉپCompany’s senior executives and Audit Committee periodically. The එ྆ʑᆫ࣏ Ɂ෮ɾဟઁԹ۹e˥ܛGroup Internal Audit Department also follows up the rectification ၐ actions to ensure that satisfactory controls are maintained.
EXTERNAL AUDITORS ̔າ࣏ᅕ
ɐ։ٖ൪αɣผɐכKPMG has been appointed as the External Auditors of the Company ଓۤผ߮ԑ৻ֺɰ by shareholders at the last Annual General Meeting. An amount of Ᏽٖկາݯ̯ʔ̇̔າ࣏ᅕeଓۤผ߮ ᙔʔֺ̇ొԜɾɀཌྷڃHK$3.8 million (2007/2008: HK$3.1 million) was charged for fiscal ԑ৻ֺݯ̯ʔ̇ʥԯ ৻ɾ͂רα۹ؒցᄗ࣏ܧyear of 2008/2009 for statutory audits for the Company and ཌྷɄʼnɀཌྷཌྷȾল subsidiaries. The amount for the other non-audit services provided ݯಋྫྷ3,800,000ʏɀཌྷཌྷȼʼnɀཌྷཌྷɄαi αכby KPMG for the Company and subsidiaries during the year was ಋྫྷ3,100,000ʏeଓۤผ߮ԑ৻ֺ ᄗ࣏ڈᙔʔֺ̇ొԜɾԯˢڃHK$0.5 million (2007/2008: HK$0.6 million). The non-audit services ʑݯ̯ʔ̇ʥԯ ৻͂ݯಋྫྷ500,000ʏɀཌྷཌྷȼʼnɀཌྷཌྷר .mainly comprised tax advisory services ܢ˳৻˚߬רᄗ࣏ڈɄαiಋྫྷ600,000ʏe ৻eרೢ৻ᚋਐ
ٲThe responsibilities of the External Auditors with respect to the 2008/ ̔າ࣏ᅕగɀཌྷཌྷɄʼnɀཌྷཌྷȾαল৻ం 67ʥ68ࠒɾዟ͓࣏ᅕכfinancial statements are set out in the section of “Independent ֺ߲ɾஐͨͶ༗ 2009 Auditor’s Report” on pages 67 and 68. ంй࣊ȹຝe
46 Annual Report 2008/2009 αం
CORPORATE GOVERNANCE REPORT พဳ؝ంй࣊ͬ
COMMUNICATIONS WITH ၤٖʥҙ༅ّɾ SHAREHODLERS AND INVESTORS
۹ȽӪΡͬพဳ؝ɺעਐஐԹʥڌޚWe believe accountability and transparency are indispensable for ̯එ྆ ዀ࿚ҙ༅ܢ˳గϊၤٖܨensuring good corporate governance and, in this regard, timely ˿ֶॠɾͫc communication with our shareholders, including institutional ّАሬࣂྡྷݯࠇ߬e̯එ྆τӡΔ୮ଉ Ԏ഼ݯ̯එ྆ɾ˚߬ɮАeڝinvestors, is crucial. We manage investor relations systematically ҙ༅ّᗐ as a key part of our operations.
The Company’s Annual General Meeting is one of the important ̯ʔ̇ɾٖ൪αɣผݯԯၤٖɾࠇ߬ ɀཌྷཌྷɄαٖ൪αɣผɐc໎כforums to communicate with its shareholders. During the 2008 ಒ༞ɾȹe ౡکAnnual General Meeting, the Chairman of the Board briefed ԑผ˚Ήٖᓯం̯එ྆ɾพ৻ลؗʥ ˞shareholders the business review and the outlook of the Group and ԎΑ೮ٖɾొਐeᑀ༭ʥొΊկࡗผ˚ answered questions raised by shareholders. The chairman of the ʥᄗ࣏կࡗผ˚͛ΕΑᎶٖɾొਐe Remuneration and Nomination Committee and the chairman of the Audit Committee were also there to answer questions raised by shareholders.
կͨʥܢ˳Separate resolutions in respect of each substantial issue, including ٖ൪αɣผɾ˚గΈࠇ߬ԑඖ ڬthe appointment and re-election of Directors were proposed by the ࠇፕ໎ԑొеዟ͓Һᘪ࣐e̯ʔ̇ɾೡୀ ɣผྦྷҺᘪ࣐˞ҙٖכɾᚬСʥٖעChairman at the Annual General Meeting. The Company’s Articles ߯ τᗐכҺɾೡѵeҙᚬСʥೡѵͶٲof Association provide the rights of shareholders, and the procedures ʿβ ٖכto demand a poll vote on resolutions at general meetings. Such ٖ൪αɣผɾԲʑcϤ໎ԑผ˚͛ Аˮᘷe̯کҺٲrights and procedures were detailed in the circular relating to the ൪αɣผɐྦྷҺᘪ࣐Ε Annual General Meeting, and were explained by the Chairman of ʔ̇Ԏկͨዟ͓ဟɁ൬ϷᒨcϤҙ ൪αɣผɐۧЗeٖכthe Board during the Annual General Meeting before voting on the ͛ resolutions. An independent scrutineer was appointed to count the votes and the voting results were announced at the Annual General Meeting.
We also maintain a website (www.vitasoy.com) to keep our ̯එ྆͛உτ၉ॎ(www.vitasoy.com)cΉٖ shareholders and the investing public posted of our latest business ʥʔଠҙ༅ّමం̯එ྆ณพ৻ೕࢄลؗd developments, final and interim results announcements, financial α۹ʥɻ౨พᐜʔЗdল৻ంйdʔйdͬพ ᗐٖ༅eޚ೪ʥஃ˞ʥԯˢܧreports, public announcements, corporate governance policy and ဳ؝ practices, and other relevant shareholder information.
During the year, we continued to follow a policy of maintaining an αʑc̯එ྆ྵ༦ɺʿβၤዀ࿚ٖd ଉdʗࡗʥఌ൬Ϸʔց౨ྦྷɾټopen and regular dialogue with institutional shareholders, fund ਥ managers, analysts and the media through different means, including ܧ೪cԯѼβ˳ܢผࠍdઐʍผdཋผᘪd meetings, presentations, telephone conferences, correspondences, Բͧdఌᓯంผʥณၘᆨ೩cᔄ˞ೕЗτᗐ media briefings and press releases to distribute information on the ̯එ྆ณೕࢄʥ೪ɾ༅ࢿe̯එ྆͛ੀᘗ Group’s latest developments and strategies. We also continued to ᙩዶรΑᎶʔଠҙ༅ّdɁʥዀ࿚ҙ༅ّd be proactive in responding to general enquiries raised by the ҙ༅ʗࡗ೩ֺొˮɾȹঁ݅e investing public, individual and institutional investors and investment analysts.
47 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇ DIRECTORS AND SENIOR MANAGEMENT ໎ԑʥঢ়ᄙဳଉɁࡗ
BOARD OF DIRECTORS ໎ԑผιࡗ
1 Ms. Yvonne Mo-ling LO ᖓᄮށɤɡ 2 Dr. The Hon. Sir David Kwok-po LI ңਝᗸᏲɡ 3 Mr. Winston Yau-lai LO ᖓʤᓤͱ́ 4 Ms. Myrna Mo-ching LO ᖓᄮ߱ɤɡ 5 Mr. Laurence P. EISENTRAGER ͱ́۽ڌቭ 6 Mr. Eric Fat YU Еೕͱ́ 7 Mr. Iain F. BRUCE ̠ቧɡͱ́ 8 Mr. Jan P. S. ERLUND Jan P. S. ERLUNDͱ́
48 Annual Report 2008/2009 αం
DIRECTORS AND SENIOR MANAGEMENT ໎ԑʥঢ়ᄙဳଉɁࡗ
Executive Chairman ਨϷ˚
Mr. Winston Yau-lai LO (SBS, BSc, MSc), aged 68, is the Executive ᖓʤᓤͱ́SBS, BSc, MSccʒɊɄัc̯එ ȹȾȼɀαᏵկͨݯ̯ʔ̇໎כChairman of the Group. Mr. Lo was appointed a Director of the ྆ਨϷ˚c ነଉޫذСጻɣነcᏵࠕ͠כCompany in 1972. Mr. Lo graduated from the University of Illinois ԑeᖓͱ́ଓพ ነଉޫذwith a Bachelor of Science degree in Food Science and gained his ነነɡነϽcԎᏵȽဍɣነཕࠕ ౨೪ٽMaster of Science degree in Food Science from Cornell University. ነဨɡነϽeᖓͱ́˚߲߬ஐ̯එ྆ɾ ؝ԾਆผᘪͲܧHe is principally responsible for the Group’s long-term strategic ֲೕࢄeᖓͱ́ݯɻਝɁ̵ development. Mr. Lo is a member of The National Committee of the ਝկࡗผկࡗdࠗಋޫҌɣነᚋਐկࡗผιࡗ Chinese People’s Political Consultative Conference, the Court of ʥȽဍɣነ࣎໎ผιࡗeᖓͱ́ݯ̡̡ສพ ࠗಋᐲֺ͚ɐ̟ɾכHong Kong University of Science and Technology, and Cornell τࠉʔ̇ɾ໎ԑc͛ݯ כUniversity Council. Mr. Lo is a director of Ping Ping Investment ԓႺϷτࠉʔ̇ɾ໎ԑeɰׄᚉّ̔c֤ ԯˢɐ̟ʔଠʔ̇ኪͨͨЄ໎כCompany Limited. He is also a director of The Bank of East Asia, ༦֡ɍαԎಲ ށLimited, a company listed on the Hong Kong Stock Exchange. Save ԑᓻ৻e֤ݯᖓᄮ߱ɤɡɾߋѺc͛ݯᖓᄮ as disclosed, he has not held any directorship in other listed public ɤɡɾߋ˩e companies in the last three years. He is the brother of Ms. Myrna Mo-ching LO and Ms. Yvonne Mo-ling LO.
ਨϷ໎ԑڈIndependent Non-executive Directors ዟ͓
Dr. The Hon. Sir David Kwok-po LI (GBM, GBS, OBE, MA Cantab. ңਝᗸᏲɡGBM, GBS, OBE, MA Cantab. (Economics & Law), Hon. DSc. (Imperial), Hon. DBA (Napier), Hon. D.Hum. Litt. (Economics & Law), Hon. DSc. (Imperial), Hon. DBA (Trinity, USA), Hon. DSocSc (Lingnan), Hon. LLD (Hong Kong), Hon. LLD (Warwick), (Napier), Hon. D.Hum. Litt. (Trinity, USA), Hon. DSocSc Hon. LLD (Cantab), FCA, FCPA, FCPA (Aust.), FCIB, FHKIB, FBCS, CITP, FCIArb, (Lingnan), Hon. LLD (Hong Kong), Hon. LLD (Warwick), JP, Officier de L ‘Ordre de la Couronne, Grand Officer of the Order of the Star of Hon. LLD (Cantab), FCA, FCPA, FCPA (Aust.), FCIB, Italian Solidarity, The Order of the Rising Sun, Gold Rays with Neck Ribbon, Officier FHKIB, FBCS, CITP, FCIArb, JP, Officier de L ¦Ordre de de la Legion d ‘Honneur), aged 70, was appointed a Director of the la Couronne, Grand Officer of the Order of the Star of Company in 1994. Sir David holds Honorary Doctorate Degrees in Italian Solidarity, The Order of the Rising Sun, Gold Rays Law from the Universities of Cambridge, Warwick and Hong Kong. with Neck Ribbon, Officier de la Legion d ¦Honneurc ȹȾȾ̒αᏵկͨݯ̯ʔ̇໎ԑeכHe also holds Honorary Doctorate Degrees from Lingnan University ȼɊัc Social Sciences), Trinity College, Hartford (Humane Letters), ңᏲɡ࿘Ᏽߜਝჴኽɣነdߜਝജۤɣነʥࠗ) ɡነϽe֤͛࿘ᏵΛං܁Edinburgh Napier University (Business Administration) and Imperial ಋɣነཕ࿘ᙷؒ ผޫمɣነڲᎰܢ˳College London (Science). He is Fellow of the Chartered Institute of ɣነཕ࿘ᙷɡነϽc ऋါऋTrinity CollegeɁʼነdۄBankers, the Institute of Chartered Accountants in England and ነdਝ Wales and the Australian Society of Certified Practicing Accountants. ߜਝෲȻఃNapier Universityɮਆဳଉʥߜਝ Sir David is the chairman and chief executive of The Bank of East ࠷Imperial Collegeޫነe֤͛ݯࠗಋႺϷ Asia, Limited, a company listed on the Hong Kong Stock Exchange. ነผdߜࣟᙬʥۤဍɡऋஈผ߮ʔผʥዌݘ ࠗಋᐲ͚כHe is the chairman of the Chinese Banks’ Association, Limited and ผ߮ʔผɾ༅૯ผࡗeңᏲɡݯ ᐢܧthe Hong Kong Management Association. He is a member of the ֺɐ̟ɾԓႺϷτࠉʔ̇ɾ˚࠹Ϸ Legislative Council of the Hong Kong Special Administrative Region. സe֤͛ݯࠗಋജਆႺϷʔผτࠉʔ̇ʥࠗಋ He is also a member of the Banking Advisory Committee and the ဳଉਿพԾผɾ˚eңᏲɡ͛ݯࠗಋऋПϷ ผᘪࡗcԎݯႺϷพ৻ጺկࡗผկ͓ؒਂܧ Council of the Treasury Markets Association. Sir David is a director of Hong Kong Interbank Clearing Limited, The Hong Kong Mortgage ࡗ˞ʥল༅̟ʔผɾᘪผιࡗeңᏲɡݯࠗ Corporation Limited. He is also a director of China Overseas Land ಋႺϷพ့τࠉʔ̇ʥࠗಋܘ్ᖬԴτࠉ ࠗಋֶࣵכInvestment Limited, COSCO Pacific Limited, Guangdong ʔ̇ɾ໎ԑeңᏲɡଊʌˮͨ˞Ɏ & Investment Limited, The Hong Kong and China Gas Company ̔ɐ̟ɾʔ̇ɾ໎ԑc˳ܢɻਝࣵ̔ೕࢄτࠉ Limited, The Hongkong and Shanghai Hotels, Limited, PCCW ʔ̇dɻႩʪ̡ݗτࠉʔ̇dຣࣵҙ༅τࠉʔ Limited, San Miguel Brewery Hong Kong Limited, SCMP Group ̇dࠗಋɻജ๏ࣩτࠉʔ̇dࠗಋɐࣵɣৈ֙ Limited, AFFIN Holdings Berhad, Criteria CaixaCorp, S.A. and IMG τࠉʔ̇dཋޔޫτࠉʔ̇dࠗಋ́Ɉਓৈ Worldwide Inc., all being companies listed either in Hong Kong or ᄥτࠉʔ̇dSCMPඑ྆τࠉʔ̇dAFFIN overseas. He was a director of AviChina Industry & Technology Holdings BerhaddCriteria CaixaCorp, S.A.ʥ ࠗכCompany Limited, China Merchants China Direct Investments IMG Worldwide Inc.eңᏲɡ౦ˮͨ˞Ɏ ޫيɻਝॾܢ˳Limited and Dow Jones & Company, Inc., all being companies listed ಋֶࣵ̔ɐ̟ɾʔ̇ɾ໎ԑc τࠉʔټਆѫɻਝਥ׃either in Hong Kong or overseas. Save as disclosed, he has not Ҍɮพٖͫτࠉʔ̇d ༦֡ɍכheld any directorship in other listed public companies in the last ̇ʥ༞ᕽʔ̇eɰׄᚉّ̔c֤ ԯˢɐ̟ʔଠʔ̇ኪͨͨЄ໎ԑᓻכthree years. αԎಲ ৻e 49 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
DIRECTORS AND SENIOR MANAGEMENT ໎ԑʥঢ়ᄙဳଉɁࡗ
BOARD OF DIRECTORS (CONTINUED) ໎ԑผιࡗᙩ
ਨϷ໎ԑᙩڈIndependent Non-executive Directors (continued) ዟ͓
Mr. Iain F. BRUCE (CA, FCPA, FHKIoD, MHKSI), aged 68, was ̠ቧɡͱ́CA, FCPA, FHKIoD, MHKSIcʒɊɄ ɀཌྷཌྷȹαᏵկͨݯ̯ʔ̇໎ԑe̠ቧכappointed a Director of the Company in 2001. Mr. Bruce joined ัc ȹȾʒ̒α˱Ƀࠗಋଓۤผ߮ԑכKPMG Hong Kong in 1964 and was its senior partner from 1991 to ɡͱ́ Mr. Bruce is a member of the Institute of Chartered ৻ֺcԎͅȹȾȾȹαϭȹȾȾʒαኪͨผ .1996 Accountants of Scotland, a fellow of the Hong Kong Institute of ߮ԑ৻ֺɾ༅૯ྑɁe̠ቧɡͱ́ݯᘣࣟ Certified Public Accountants and The Hong Kong Institute of ᙬऋஈผ߮ʔผผࡗdࠗಋผ߮ʔผ༅૯ Directors, and a member of the Hong Kong Securities Institute. Mr. ผࡗdࠗಋ໎ԑነผ༅૯ผࡗʥࠗಋᖬԴਿพ Bruce is the chairman of KCS Limited, a director of Citibank (Hong ነผผࡗe֤͛ݯKCS Limitedɾ˚d٦࿏Ⴚ Kong) Limited and a member of the Board of Stewards of The Hong Ϸࠗಋτࠉʔ̇ɾ໎ԑʥࠗಋᑩผɾ໎ ࠗಋֶࣵ̔ɐ̟ɾכKong Jockey Club. He is also a director of Paul Y Engineering Group ԑe̠ቧɡͱ́͛ݯ˞Ɏ พඑ྆τࠉʔ̇dᙂۺജړܢ˳Limited, Tencent Holdings Limited, Wing On Company International ʔ̇ɾ໎ԑc Limited, Noble Group Limited, China Medical Technologies, Inc., ઁٖτࠉʔ̇d̷Ϊਝτࠉʔ̇dNoble and Yingli Green Energy Holding Company Limited, all being Group LimiteddɻਝᔢᏻҌʔ̇ʥߜСณॶ ༦֡ɍαԎכcompanies listed either in Hong Kong or overseas. Save as τࠉʔ̇eɰׄᚉّ̔c֤ ԯˢɐ̟ʔଠʔ̇ኪͨͨЄ໎ԑᓻ৻eכdisclosed, he has not held any directorship in other listed public ಲ companies in the last three years.
ɀཌྷཌྷכMr. Jan P. S. ERLUND, aged 70, was appointed a Director of the Jan P. S. ERLUNDͱ́cȼɊัc UniversityכCompany in 2006. He graduated with a Master degree in Law from ʒαᏵկͨݯ̯ʔ̇໎ԑe֤ଓพ Universityכ܃ဨɡነϽcԯ܁the University of Aarhus and studied at the Nordic Institute for of AarhuscᏵؒ ӠeErlundޢӠԑޢMaritime Law, the University of Oslo. Mr. Erlund was admitted to of Osloɾ˵ᅩࣵԑؒ כcʥ܁ȹȾʒɄαᏵկͨݯɽோɣכthe Danish Bar in 1968 and was admitted to the Supreme Court in ͱ́ e܁Mr. Erlund is now a partner in Copenhagen Chambers ȹȾȼʒαᏵկͨݯɽோঢ়ؒ .1976 ԑ৻ֺ˚߬܁࣓ɣۄfocusing on Danish and international arbitration. He was a partner Erlundͱ́ଊݯࡐ̯ of Gorrissen Federspiel Kierkegaard, a law firm in Copenhagen, ԑɽோΔʥਝංͦസɾྑɁe֤౦ݯ ɽכDenmark. He was the president of the Danish Bar and Law Gorrissen Federspiel KierkegaardȹංϽ ϷɾྑɁe֤౦ͨɽோɣ܁࣓ɾۄAssociation, president of the Danish Maritime Law Association and ோࡐ̯ ʔ܁ʔผ˚dɽோࣵԑؒ܁ʥԑ৻܁ chairman of the Maritime and Transport Committee of the International Bar Association. Mr. Erlund is the chairman of the board ผ˚ʥਝɣ܁ʔผᙔɎࣵԑʥ༜ፏկࡗ of directors of Dansk Skovselskab A/S and deputy chairman of ผ˚eErlundͱ́ݯDansk Skovselskab A/S ERRIA A/S, both being listed on the Stock Exchange in Denmark. ɾ໎ԑผ˚ʥERRIA A/Sɾ৹˚cϊԭං ֺɐ̟eErlundͱ́מɽோɾᖬԴ͚כMr. Erlund was a member of the board of directors of PSA ʔ̇я International Pte. Ltd.. He was the chairman of the board of directors ౦ܰPSA International Pte. Ltd.ɾ໎ԑผιࡗe of The East Asiatic Company Ltd., a company listed on the Stock Erlundͱ́౦ͨThe East Asiatic Company Ltd. ֺɐמɽோɾᖬԴ͚כExchange in Denmark. Save as disclosed, he has not held any ɾ໎ԑผ˚cϊʔ̇ ԯˢכ༦֡ɍαԎಲכdirectorship in other listed public companies in the last three years. ̟eɰׄᚉّ̔c֤ ɐ̟ʔଠʔ̇ኪͨͨЄ໎ԑᓻ৻e
50 Annual Report 2008/2009 αం
DIRECTORS AND SENIOR MANAGEMENT ໎ԑʥঢ়ᄙဳଉɁࡗ
BOARD OF DIRECTORS (CONTINUED) ໎ԑผιࡗᙩ
ਨϷ໎ԑڈ Non-executive Directors
ȹȾȾɀαᏵկͨݯכMs. Myrna Mo-ching LO, aged 70, was appointed a Director of ᖓᄮ߱ɤɡcȼɊัc ɣነc׳ਝᅩ݇כthe Company in 1992. Ms. Lo graduated from Oberlin College in ̯ʔ̇໎ԑeᖓɤɡଓพ the United States with a Bachelor of Arts degree in Music. Ms. Lo is ᏵࠑᅥਿพʼነነɡነϽeᖓɤɡݯ˱ࢬɣΛ ᎂɾDocentذޘࡼΪɣޒa member of the Docent Committee and Bishop White Committee ࠷Λ̟ of the Royal Ontario Museum in Toronto, Canada. She does not CommitteeʥBishop White Committeeιࡗe֤ ԯˢɐ̟ʔଠʔ̇ኪכଊࣂֶ༦֡ɍαԎಲכ hold/has not held any directorship in other listed public companies ɤށcurrently and in the last three year. She is the sister of Mr. Winston ͨͨЄ໎ԑᓻ৻e֤ݯᖓʤᓤͱ́ʥᖓᄮ Yau-lai LO and Ms. Yvonne Mo-ling LO. ɡɾߋոe
ȹȾȾɍαᏵկͨכɤɡcʒɊȹัcށMs. Yvonne Mo-ling LO, aged 61, was appointed a Director of ᖓᄮ ׳ήᅩ݇ڜ͜ڜthe Company in 1993. Ms. Lo received a Bachelor of Arts degree ݯ̯ʔ̇໎ԑeᖓɤɡᏵਝ ࢬɣΛ࠷Λɣ˱כfrom Oberlin College, Ohio in the United States and undertook ɣነཕೕʼነነɡነϽcԎ Ӡ́ነୌeᖓɤɡޢၤਂਟஃིɾ̟ےgraduate studies in Urban and Regional Planning at the University ነԑ ȹȾɄཌྷα˱Ƀ̯එ྆cԎݯၐˢ̘ਝඑכ of Toronto in Canada. Ms. Lo joined the Group in 1980 and was the ˵ϭɀཌྷཌྷȹα˅eᖓɤɡ౦ݯقPresident of Vitasoy USA Group until 2001. Ms. Lo was the president ྆ɾ˚c ਝʥ˱ࢬٲԾผɾ˚cผˤۂof the Soyfoods Association of North America which represents 60 ɣӲࠕ ଊࣂֶ༦֡ɍαכʔ̇e֤ۂsoyfoods companies covering the US and Canada. She does not ɣʒɊංɣӲࠕ ԯˢɐ̟ʔଠʔ̇ኪͨͨЄ໎ԑᓻ৻eכhold/has not held any directorship in other listed public companies Ԏಲ currently and in the last three year. She is the sister of Ms. Myrna ֤ݯᖓᄮ߱ɤɡʥᖓʤᓤͱ́ɾߋհe Mo-ching LO and Mr. Winston Yau-lai LO.
Executive Directors ਨϷ໎ԑ
ɀཌྷཌྷȼαᏵկͨכͱ́cʄɊȼัc۽ڌMr. Laurence P. EISENTRAGER, aged 57, was appointed a ቭ ɡᙬɣנכͱ́ଓพ۽ڌDirector of the Company in 2007. Mr. Eisentrager graduated from ݯ̯ʔ̇໎ԑeቭ ᐢܧthe University of Queensland with a Bachelor degree in Applied ነcᏵᎶ͂ޫነነɡነϽe֤ݯඑ྆Ϸ ˵߲ஐ̯එ྆ࠗಋdዌݘʥณϹᙬdکScience. He is the Group Chief Executive Officer and is currently സc͌ responsible for the overall strategic planning, business development ݘʥณ˱գ೩พ৻ɾኬ೪ஃིdพ৻ೕ ɀཌྷཌྷɀα˱Ƀכͱ́۽ڌand general management of the Group’s operations in Hong Kong, ࢄʥˀဳଉeቭ ݯ̯එ྆ዌݘʥณϹکɀཌྷཌྷʄαכAustralia and New Zealand, North America and Singapore. Mr. ̯එ྆c ኪ̯ͨඑ྆ࠗಋਂพ܃Eisentrager joined the Group in 2002 and was the General Manager ᙬพ৻ɾᐢଉe֤ԯ ɀཌྷཌྷȼαᏵࣃʠݯඑ྆כᐢസcԎܧof the Group’s operation in Australia and New Zealand until 2005. ৻ɾϷ ۂࠗಋdዌݘʥԯˢਝࡼɾࠕכᐢസe֤ܧHe then became the Chief Executive Officer of the Group’s Hong Ϸ ଊࣂֶ༦֡כϷพяኟτᔔఒe֤ۂKong Operation and was promoted to Group Chief Executive Officer ʥඝ ԯˢɐ̟ʔଠʔ̇ኪͨͨЄ໎ԑᓻכin 2007. He has very extensive experience in the food and beverage ɍαԎಲ industry in Hong Kong, Australia and internationally. He does not ৻e hold/has not held any directorship in other listed public companies currently and in the last three year.
51 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
DIRECTORS AND SENIOR MANAGEMENT ໎ԑʥঢ়ᄙဳଉɁࡗ
BOARD OF DIRECTORS (CONTINUED) ໎ԑผιࡗᙩ
Executive Directors (continued) ਨϷ໎ԑᙩ
ȹȾɄȾαᏵկͨݯכMr. Eric Fat YU, aged 59, was appointed a Director of the Company Еೕͱ́cʄɊȾัc in 1989. Mr. Yu obtained a higher certificate in mechanical ̯ʔ̇໎ԑeЕͱ́ܛτࠗಋɮพነཕೕɾ engineering from the Hong Kong Technical College. Mr. Yu is the ዀુɮೡঢ়ज़ᖬ࣊eЕͱ́ݯ̯එ྆ɾ́ଐ࿒ ȹȾȼ̒α˱Ƀ̯එכGroup’s Senior Director – Manufacturing and Project Management. ඖ͌ဳଉঢ়ज़ᐢဟe֤ ౦Εࣵ̔Λංʔ̇ͨᓻcኟτᔔఒɮکHe has experience in engineering works and project management ྆cɾ whilst working previously with a number of companies overseas. ೡʥඖ͌ဳଉe֤ଊࣂ߲ஐԹց̯එ྆ɾ He joined the Group in 1974. He is now responsible for the ́ଐᄥ৻ܧ೪ʥ೪c˞ʥဳଉ̯එ྆ɾณ ԯˢɐ̟כଊࣂֶ༦֡ɍαԎಲכformulation of the Group’s manufacturing policy and strategy and Ꮺඖ͌e֤ the management of the Group’s new joint venture project. He does ʔଠʔ̇ኪͨͨЄ໎ԑᓻ৻e not hold/has not held any directorship in other listed public companies currently and in the last three year.
SENIOR MANAGEMENT ঢ়ᄙဳଉɁࡗ
Group Senior Directors එ྆ঢ়ज़ᐢဟ
Mr. William Chi-chung LO, aged 48, Group Senior Director – ᖓҁᐱͱ́c̒ɊɄัcඑ྆ল৻ʥϷܧঢ়ज़ Finance and Administration and also the Qualified Accountant of ᐢဟ࠹̯එ྆༅ࣟผ߮eᖓͱ߲́ஐ̯එ ɀཌྷཌྷȼα˱Ƀ̯כԑփe֤ܧthe Group. Mr. Lo is responsible for the finance and administration ྆ɾল৻ʥϷ ౦ݯȹංΔଐʥᅥͬพɐ̟එ྆کof the Group. He joined the Group in 2007. Prior to joining the Group, එ྆eɾ he served as an Executive Director and Group Finance Director of a ɾਨϷ໎ԑ࠹එ྆ল৻ᐢဟe֤ኟτ༩ɀɊα listed property and entertainment conglomerate. He has over twenty ɾল৻dผ߮ʥᄗ߮ɮАe years of experience in the fields of finance, accounting and auditing.
Ms. Rosemary Pik-ling LI, aged 52, Group Senior Director – ңဦᙍɤɡcʄɊɀัcඑ྆ɁɈ༅ঢ়ज़ᐢ Human Resources. Ms. Li is responsible for the overall strategic ဟeңɤɡ߲ஐ̯එ྆ɁɈ༅ɾኬ೪ஃ Թ߯ၤਨϷɁɈ༅ܢ˳planning and development of human resources of the Group. Her ིʥೕࢄe֤ɾᓻஐ ɀכe֤ڬ೪ʥΨܧresponsibilities include formulating and implementing strategies, ဳଉʥɁɷೕࢄɾ೪d ౦ΕΛං༎ਝʥ̯کpolicies and practices for human resources management and talent ཌྷཌྷཌྷα˱Ƀ̯එ྆cɾ development. She joined the Group in 2000. She has over twenty Δዀ࿚ͨᓻcԮτ༩ɀɊαɾɁɈ༅e years of human resources experience gained from multinational and local organizations before joining the Group.
52 Annual Report 2008/2009 αం
DIRECTORS AND SENIOR MANAGEMENT ໎ԑʥঢ়ᄙဳଉɁࡗ
SENIOR MANAGEMENT (CONTINUED) ঢ়ᄙဳଉɁࡗᙩ
Hong Kong Operation ࠗಋพ৻
ᐢസeღͱܧMr. Charles Chung CHYI, aged 54, Chief Executive Officer, Hong ღͱ́cʄɊ̒ัcࠗಋਂϷ ɀכKong. Mr. Chyi is responsible for the general management and ߲́ஐဳଉʥೕࢄ̯එ྆ɾࠗಋพ৻e֤ ʥඝۂɣɻജਂࠕכdevelopment of the Group’s operations in Hong Kong. He joined ཌྷཌྷɄα˱Ƀ̯එ྆c౦ Ί༎ਝͬพˮͨঢ়ᄙဳଉᓻϽeكพʑᅕࡼۂ the Group in 2008 and had held senior management positions with a couple of prominent multinational companies in the food and beverage industry focusing on Greater China.
Mainland China Operation ɻਝʑΔพ৻
Mr. Jack Jie YUAN, aged 40, Managing Director of Vitasoy (China) ঠͱ́c̒Ɋัcၐˢ̘ɻਝҙ༅τࠉʔ Investments Company Limited. Mr. Yuan is responsible for the ̇ɾ໎ԑᐢଉeঠͱ߲́ஐဳଉʥೕࢄ̯එ ɀཌྷཌྷ̒α˱Ƀ̯כgeneral management and development of the Group’s operations ྆ΕɻਝʑΔɾพ৻e֤ in Mainland China. Mr. Yuan joined the Group in 2004 as the General එ྆cˮ̯ͨඑ྆૯ΓɾᏪͬพɾᐢଉe ɻਝʑΔΛכϷพኟτᔔఒc౦ۂඝכ֤ Manager of the Group’s Shenzhen joint venture operation. He has extensive experience in the beverage industry and had previously ං༎ਝʔ̇ɮАe worked with a number of multinational companies in Mainland China.
North American Operation ˵ݘพ৻
Mr. Walter M. RIGLIAN, aged 55, President and Chief Executive Walter M. RIGLIANͱ́cʄɊʄัcVitasoy Officer of Vitasoy USA Inc.. Mr. Riglian is responsible for the general USA Inc.ɾ˚࠹ϷܧᐢസeRiglianͱ߲́ஐ ɀཌྷཌྷכmanagement and development of the Group’s operation in North ဳଉʥೕࢄ̯එ྆ɾ˵ݘพ৻e֤ ۂሻਕd̟ઐᄤʥณଐכAmerica. He joined the Group in 2005. He has extensive experience ʄα˱Ƀ̯එ྆c ɃVitasoy USA˱כin sales, marketing, and new product development. Prior to joining ೕʿࠍኟτᔔఒe ΛංടΊ༎ਝࠕכ܃cRiglianͱ́౦ͱکVitasoy USA Inc., Mr. Riglian held numerous senior management Inc.ɾ ʔ̇ኪͨঢ়ᄙဳଉۂʥʨಳࠕۂᔵஒd༛ଐۂ positions with several renowned multi-national companies in the grocery and produce and natural products industries. ᓻϽe
Singaporean Operation ณ˱գพ৻
ณ˱գɾכMr. Joe Chui-wah HO, aged 57, Chief Executive Officer of Unicurd Є্ജͱ́cʄɊȼัcݯ̯එ྆ ӝɁτࠉʔ̇ɾϷۂFood Co. (Private) Ltd., the Group’s tofu manufacturing company Ӳၛ́ଐʔ̇cȹࠕ in Singapore. Mr. Ho is responsible for the general management ܧᐢസeЄͱ߲́ஐဳଉʥೕࢄ̯එ྆Εณ˱ ȹȾȾʒα˱Ƀ̯එ྆c߲ஐכand development of the Group’s operation in Singapore. He joined գɾพ৻e֤ ɀཌྷכҌɮАe֤پೕʥਿޢthe Group in 1996 and was responsible for overseeing the research ဳଉ̯එ྆ɾ and development and technical knowhow of the Group. He had ཌྷཌྷα౦ሁͨϭ̯එ྆ɾ˵ݘʗʔ̇cᏵկ cک৹ᐢസeΕ˱Ƀ̯එ྆ܧ৻Ϸרbeen seconded to the Group’s North American operation in 2000 ͨݯҌ ʔ̇ɮАeۂʥඝۂΊࠕكand appointed as the Executive Vice President of Technical Services ֤౦Εᅕං of the operation. Before joining the Group, he had worked in several well-known food and beverage companies.
53 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇ REPORT OF THE DIRECTORS ໎ԑผంй࣊
ಳొе࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀThe Directors have pleasure in submitting their annual report together ໎ԑผ eٲwith the audited financial statements for the year ended 31st March, ˅α۹ɾαంʥᄗ࣏ল৻ం 2009.
PRINCIPAL PLACE OF BUSINESS ˚߬ᏪพΔᒨ
כVitasoy International Holdings Limited (the “Company”) is a company ၐˢ̘ਝඑ྆τࠉʔ̯̇ʔ̇ݯι͓ ࠗಋഽ˫ι͓ɾʔ̇cԯഽ˫ፒԑ୮כincorporated and domiciled in Hong Kong and has its registered ࠗಋʥ ഷȹלۺپʰވࠗಋณכoffice and principal place of business at No. 1 Kin Wong Street, ʥ˚߬ᏪพΔᒨϽ Tuen Mun, New Territories, Hong Kong. ໔e
PRINCIPAL ACTIVITIES ˚߬พ৻ eۂʥඝۂThe principal activities of the Company are the manufacture and ̯ʔ̇ɾ˚߬พ৻ݯႇʥሻਕࠕ ٲল৻ంכᙔʔ̇ɾ˚߬พ৻ʥԯˢੱ༗ڃ sale of food and beverages. The principal activities and other ഽ14eڃ particulars of the subsidiaries are set out in note 14 to the financial statements.
α۹ܧল̯כᙔʔ̯̇එ྆ڃThe segment analysis of the operations of the Company and its ̯ʔ̇ʥԯ ഽ12eڃٲল৻ంכsubsidiaries (the “Group”) during the financial year is set out in note ʑɾพ৻ʗͫ༗ 12 to the financial statements.
MAJOR CUSTOMERS AND SUPPLIERS ˚۪߬ʸʥԜᎶਆ
α۹˚۪߬ʸʥԜᎶਆʗПܧThe information in respect of the Group’s sales and purchases ˞Ɏֺ༗ݯ̯ল attributable to the major customers and suppliers respectively during Ќ̯එ྆ሻਕᔾʥઔᑪᔾɾ༅ࢿi the financial year is as follows:
Percentages of the Group’s total Sales Purchases Ќ̯එ྆ Ќ̯එ྆ ሻਕᐢᔾϛʗˈ ઔᑪᐢᔾϛʗˈ The largest customer ɣ۪ʸ 8% Five largest customers in aggregate ࠖʄɣ۪ʸ߮ 25% The largest supplier ɣԜᎶਆ 34% Five largest suppliers in aggregate ࠖʄɣԜᎶਆ߮ 47%
كAt no time during the year have the Directors, their associates or Έ໎ԑd֤೩ɾᐲᖎɁɡֶͨЄኣ໎ԑผֺ α۹̯כany shareholder of the Company (which to the knowledge of the ኟτ̯ʔٖ̯̇൚༦5%ɾ̯ʔٖ̇ Directors owns more than 5% of the Company’s share capital) had ʑลಲኟτ೩˚۪߬ʸʥԜᎶਆɾͨЄᚬ any interest in these major customers and suppliers. ऩe
54 Annual Report 2008/2009 αం
REPORT OF THE DIRECTORS ໎ԑผంй࣊
ٲFINANCIAL STATEMENTS ল৻ం
The profit of the Group for the year ended 31st March, 2009 and ̯එ྆࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀ˅α۹ɾ כؗ༗رˀɾল৻כthe state of the Company’s and the Group’s affairs as at that date ึСʥ̯ʔ̇ၤ̯එ྆ ʑeٲare set out in the financial statements on pages 69 to 182. 69ϭ182ࠒɾল৻ం
TRANSFER TO RESERVES ᔝᅆɃௐ
Profit attributable to shareholders, before dividends, of ٖᎶЌึС̰ٖ߮ࢠಋྫྷ244,377,000ʏ HK$244,377,000 (2008: HK$235,981,000) has been transferred to ɀཌྷཌྷɄαiಋྫྷ235,981,000ʏɰᔝᅆɃ ഽ26eڃٲল৻ంכreserves. Other movements in reserves are set out in note 26 to the ௐeௐɾԯˢᛰ৽༗ financial statements.
ɀཌྷཌྷɄαɊɀ˂ɀɊȾˀݢೕɻכAn interim dividend of HK2.8 cents per ordinary share (2008: HK2.8 ̯ʔ̇ɰ cents per ordinary share) was paid on 29th December, 2008. The ౨ٖࢠҰٖౝٖ2.8ಋ˦ɀཌྷཌྷɄαiҰٖ ᘪݢೕ࿀ϭɀཌྷۺDirectors now recommend the payment of a final dividend of HK9.0 ౝٖ2.8ಋ˦e໎ԑผଊ cents per ordinary share (2008: HK8.7 cents per ordinary share) ཌྷȾαɍ˂ɍɊȹˀ˅α۹ɾ̱౨ٖࢠҰٖౝ and a special dividend of HK10.0 cents per ordinary share (2008: ٖ9.0ಋ˦ɀཌྷཌྷɄαiҰٖౝٖ8.7ಋ HK10.0 cents per ordinary share) in respect of the year ended ˦ʥऋПٖࢠҰٖౝٖ10.0ಋ˦ɀཌྷཌྷɄ 31st March, 2009. αiҰٖౝٖ10.0ಋ˦e
CHARITABLE DONATIONS ෯ഁࢶಁ
α۹ʑɾ෯ഁࢶಁͳ༠ಋྫྷ̯כCharitable donations made by the Group during the year amounted ̯එ྆ to HK$782,000 (2008: HK$121,000). 782,000ʏɀཌྷཌྷɄαiಋྫྷ121,000ʏe
FIXED ASSETS ՞ց༅ଐ
α۹ʑɾ՞ց༅ଐᛰ৽̯כMovements in fixed assets of the Company and the Group during ̯ʔ̇ʥ̯එ྆ ഽ13eڃٲল৻ంכthe year are set out in note 13 to the financial statements. ੱ༗
BANK LOANS ႺϷ൘ಁ
ɀཌྷཌྷȾαɍ˂ɍɊȹˀɾႺϷ൘ಁכParticulars of bank loans of the Group as at 31st March, 2009 are ̯එ྆ ഽ24eڃٲল৻ంכset out in note 24 to the financial statements. ੱ༗
55 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
REPORT OF THE DIRECTORS ໎ԑผంй࣊
̯ٖ SHARE CAPITAL
ল৻ంכα۹ʑɾٖ̯ᛰ৽ੱ༗̯כDetails of the movements in share capital of the Company during ̯ʔ̇ α۹̯כഽ26e̯ʔ̇ΐᑪٖᚬᏵϷԚϤڃٲ the year are set out in note 26 to the financial statements. Shares were issued during the year on exercise of share options. ʑೕϷٖͫe
α۹ʑลಲᑪ̯כᙔʔ̇ڃThere were no purchases, sales or redemptions of the Company’s ̯ʔֶ̇ԯͨЄ listed securities by the Company or any of its subsidiaries during ൕdˮਕֶᚿΑ̯ʔ̇ɾɐ̟ᖬԴe the year.
DIRECTORS ໎ԑ
α۹ʑʥ࿀ϭ̯αంɾˀ౨Έ໎ԑɾܧল̯כ The Directors during the financial year and up to the date of this 2ࠒeכreport are set out on page 2. Ί௰༗
104ૈcңਝᗸᏲڬIn accordance with Article 104 of the Company’s Articles of ࣓ኣ̯ʔ̇ɾೡୀ ᎶכAssociation, Dr. The Hon. Sir David Kwok-po LI, Mr. Jan P.S. ERLUND ɡdJan P.S. ERLUNDͱ́ʥЕೕͱ́ and Mr. Eric Fat YU retire from the board by rotation at the ։ٖ൪αɣผɐረࠤйঽcԎᗙᐶፕடͨe forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.
Ꮆ։ٖ൪αɣผɐᐶፕடͨɾ໎ԑԎಲכNone of the Directors proposed for re-election at the forthcoming Ꮓ ᙔʔ̇ᖋ̯߯ʔֶ̇ԯͨڃAnnual General Meeting has a service contract with the Company ၤ̯ʔֶ̇ԯͨЄ ȹαʑୄ˅ϤɺАˮላȹכᙔʔ̇ɺڃor any of its subsidiaries which is not determinable by the Company Є ৻eרor any of its subsidiaries within one year without payment of ঁؒցላ̔ɾ compensation, other than normal statutory obligations.
ၤԯܘਨϷ໎ԑȽڈcڬNon-executive Directors are appointed under the same terms for ࣓ኣ̯ʔ̇ɾೡୀ rotational retirement as other Directors, pursuant to the Articles of ˢ໎ԑޚɾረࠤйঽૈಁᏵկͨe Association of the Company.
56 Annual Report 2008/2009 αం
REPORT OF THE DIRECTORS ໎ԑผంй࣊
ᗐٖͫʥޚdٖͫכDIRECTORS’ INTERESTS AND SHORT ໎ԑ POSITIONS IN SHARES, UNDERLYING ඦᚬᖬɾᚬऩʥ࠸ SHARES AND DEBENTURES
The Directors of the Company who held office at 31st March, 2009 ܘᖬԴʥ౨ஒૈԝ352ૈஃցௐΦɾ໎ԑ ɀཌྷཌྷȾαɍכhad the following interests in the shares of the Company and ᚬऩʥ࠸ত˫ত፣ֺ༗c τ̯ʔܛˀכsubsidiaries (within the meaning of the Securities and Futures ˂ɍɊȹˀΕᓻɾ̯ʔ̇໎ԑ ᙔʔ̇ցຮӮᖬԴʥ౨ஒૈԝɾٖڃOrdinance (“SFO”)) at that date as recorded in the register of ̇ʥ directors’ interests and short positions required to be kept under ͫᚬऩΣɎi section 352 of the SFO:
ɰೕϷٖͫɾᚬऩכ (INTERESTS IN ISSUED SHARES (1 (1)
Number of ordinary shares of HK$0.25 each Ұٖࠍࠤಋྫྷ0.25ʏɾౝٖᅕ͌ Trusts and Total * % of Personal Family similar number of total issued Name Note interests interests interests shares held shares ЌɰೕϷٖͫ* ܛপʥ ֺڌ ˈഽ Ɂᚬऩ ࡼપᚬऩ ᗘᚬऩ ٖͫᐢᅕ ᐢᅕɾϛʗڃ շΊ Mr. Winston Yau-lai LO (i), (iv) 49,939,800 28,702,500 72,678,300 151,320,600 14.91% ᖓʤᓤͱ́ Dr. The Hon. Sir David Kwok-po LI 6,000,000 – – 6,000,000 0.59% ңਝᗸᏲɡ Mr. Jan P.S. ERLUND 100,000 – – 100,000 0.01% Jan P.S. ERLUNDͱ́ Ms. Myrna Mo-ching LO (ii), (iv) – – 100,653,000 100,653,000 9.91% ᖓᄮ߱ɤɡ Ms. Yvonne Mo-ling LO (iii), (iv) 23,037,990 – 78,806,760 101,844,750 10.03% ᖓᄮށɤɡ Mr. Laurence P. EISENTRAGER 124,000 – – 124,000 0.01% ͱ́۽ڌቭ Mr. Eric Fat YU 75,000 – – 75,000 0.01% Еೕͱ́
˂ɀཌྷཌྷȾαɍכThe percentage has been compiled based on the total number of * ϛʗˈȽ࣓ኣ̯ʔ̇ * shares of the Company in issue (i.e. 1,015,221,500 ordinary shares) ɍ ɊȹˀɰೕϷɾٖͫᐢᅕЩ as at 31st March, 2009. 1,015,221,500ٖౝ့ٖ߮e
ഽiڃ :Notes
ԯծ۩ኟτ28,702,500ٖכi) Mr. Winston Yau-lai LO is deemed to be interested in 28,702,500 (i) ᖓʤᓤͱ́ͅ) ഼ݯኟτ೩ٖͫɾᚬऩeܨshares through interests of his wife. ٖͫc
(ii) Ms. Myrna Mo-ching LO is interested in 27,974,700 shares held (ii) ᖓᄮ߱ɤɡኟτͅSwift Luck τɾ27,974,700ٖܛby Swift Luck Development Limited which in turn holds such shares Development Limited in trust for Lo Myrna Trust (formerly known as Myrna Lo Trust). ٖͫɾᚬऩcʔ̇˞পဳɁӸͫݯLo τܛMyrna Lo TrustီکMyrna Trust ೩ٖͫe
(iii) Ms. Yvonne Mo-ling LO is interested in 6,128,460 shares held by (iii) ᖓᄮށɤɡኟτͅYvonne Lo Charitable τɾ6,128,460ٖٖܛYvonne Lo Charitable Remainder Unitrust. Ms. Yvonne Mo-ling LO Remainder Unitrust ɤɡݯYvonne Loށis a beneficiary of Yvonne Lo Charitable Remainder Unitrust and is ͫɾᚬऩeᖓᄮ therefore deemed to be interested in such shares. Charitable Remainder UnitrustɾՇऩɁc ഼ݯኟτ೩ٖͫɾᚬऩeܨ
(iv) Each of Mr. Winston Yau-lai LO, Ms. Myrna Mo-ching LO and Ms. (iv) ᖓʤᓤͱ́dᖓᄮ߱ɤɡʥᖓᄮށɤɡя Yvonne Mo-ling LO is interested in 72,678,300 shares held by The ኟτͅԓႺϷՇপˤဳτࠉʔ̇˞ˤଉ τܛټBank of East Asia (Nominees) Limited which holds such shares as ɁΊຮˤK.S. Lo Foundation෯ഁਥ a nominee for the K.S. Lo Foundation, a charitable trust. Each of ɾ72,678,300ٖٖͫɾᚬऩe֤೩яݯ ഼ݯኟܨthem is a trustee of the K.S. Lo Foundation and is therefore deemed K.S. Lo FoundationɾՇপɁc to be interested in such shares. τ೩ٖͫɾᚬऩe 57 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
REPORT OF THE DIRECTORS ໎ԑผంй࣊
ᗐٖͫʥޚdٖͫכDIRECTORS’ INTERESTS AND SHORT ໎ԑ POSITIONS IN SHARES, UNDERLYING ඦᚬᖬɾᚬऩʥ࠸ᙩ SHARES AND DEBENTURES (CONTINUED)
ᗐٖͫɾᚬऩޚכ (INTERESTS IN UNDERLYING SHARES (2 (2)
Certain Directors of the Company have been granted options ̯ʔ̇ߗɳ໎ԑ࣓ኣ̯ʔ̇ɾᑪٖᚬ߮ Ɏᑪٖᚬ߮˞כunder the Company’s share option scheme, details of which ིᏵᑪٖᚬcੱ༗ are set out in the section “Share option scheme” below. ིȹຝe
ᗐٖͫɻɾͲᚬऩяݯΡޚʔٖ̇ͫʥ̯כ All interests in the shares and underlying shares of the Company are long positions. ࠸e
τܛApart from the foregoing, and other than certain nominee shares in ɐʼֺ߸ʥ໎ԑ˞পဳɁӸͫˤ̯ʔ̇ ᙔʔ̇ɾˤଉɁٖͫ̔c̯ʔ̇Έ໎ԑڃsubsidiaries held by the Directors in trust for the Company, none of ߗɳ the Directors of the Company or any of their spouses or children ֶ֤೩ɾͨЄ৫ֶ̰ɊɄัɾɥɤลಲΕ ᐲʔ̇ɾٖޚᙔʔֶ̇ԯˢڃunder eighteen years of age has interests or short positions in the ̯ʔ̇dԯͨЄ ᗐֶٖͫඦᚬᖬɻኟτͨЄত፣Ε࣓ኣޚshares, underlying shares or debentures of the Company, any of its ͫd subsidiaries or other associated corporations, as recorded in the ᖬԴʥ౨ஒૈԝ352ૈΦສɾত˫ɐ ผ̯ʔ̇ɾᚬऩֶ࠸eكڬregister required to be kept under section 352 of the SFO or as ֶ࣓ኣᅟๅΨ otherwise notified to the Company pursuant to the Model Code.
SHARE OPTION SCHEME ᑪٖᚬི߮
ɀཌྷཌྷɀαȾ˂̒ˀc̯ʔ̇ઔढ़ȹඖᑪٖכ On 4th September, 2002, the Company adopted a share option scheme under which the Directors might, at their discretion, grant ᚬི߮cኣϊc໎ԑผ˿ੱΉ̯ʔֶ̇ԯͨ ᙔʔ̇ɾࡗʥ໎ԑʀᑪٖᚬ˞ႏᑪ̯ڃoptions to employees and Directors of the Company or any of its Є Ϸ̊ڈsubsidiaries to subscribe for ordinary shares of HK$0.25 each in ʔ̇Ұٖࠍࠤಋྫྷ0.25ʏɾౝٖe כthe Company. This scheme was valid for 10 years ending 3rd Յֶࣱ࠳ི߯߮cི߮ɾτࢽ౨ݯɊαc September, 2012, unless otherwise cancelled or amended. The ɀཌྷȹɀαȾ˂ɍˀୄ˅eི߮οΕᆉʥ purpose of this scheme was to provide incentives and rewards to Α㏾ྦྷ̯එ྆Аˮᘆɾࡗeི߮ɾ˚߬ employees for their contribution to the Group. The principal terms ૈಁΣɎi of this scheme were as follows:
The exercise price of the options is the highest of (a) the closing Ð ᑪٖᚬɾϷԚძݯɎͶɍّɻɾঢ় – ˮˀ౨ˀ̦ݯᏪพכٖͫ(price of the shares on The Stock Exchange of Hong Kong ძi(a ֺτࠉʔ̇ᐲ͚מLimited (the “Stock Exchange”) on the date of grant, which ˀΕࠗಋᐲ͚ ၇અˮכٖͫ(must be a business day; (b) the average of the closing prices ֺ፣ɾν̟ძh(b ʄᏪพˀΕᐲֺ͚፣ɾ̡яکof the shares on the Stock Exchange for the five business ˀ౨ days immediately preceding the date of grant; and (c) the ν̟ძhʥ(c)ٖͫɾࠍࠤe nominal value of the shares.
ผҰΊᑪكThe options were exercisable for a period to be notified by Ð ᑪٖᚬɾϷԚ౨ࠉͅ໎ԑผ – τɁc౨ࠉͅᑪٖᚬˮˀ౨ܛthe Directors to each option holder, such period not to exceed ٖᚬ 10 years from the date of grant. ߮ɺ൚༦Ɋαe
58 Annual Report 2008/2009 αం
REPORT OF THE DIRECTORS ໎ԑผంй࣊
SHARE OPTION SCHEME (CONTINUED) ᑪٖᚬི߮ᙩ
˿τȹݒ౨ࠉʿܛThere was no minimum period which an option must be held Ð ᑪٖᚬˇͱϷ – ߬ˀכbefore it could be exercised, but the Directors were ϷԚc໎ԑผᏵᚬ˿ੱ τ౨eܛЄͨ˱ڃempowered to impose at their discretion any such minimum ౨ࣂ period at the date of offer.
The maximum number of shares which may be issued upon Ð గϷԚͲੀʀɾᑪٖᚬϤ˿ʀೕϷ – exercise of all options to be granted must not exceed 10% of ɾٖͫᐢᅕcΛɺ൚༦ғʥઔढ़ the shares in issue on the date of approval and adoption of ི߮ˀɾɰೕϷٖͫ10%e the scheme.
The maximum aggregate number of shares over which options Ð ʀͨЄၤّɾᑪٖᚬֺॶႏᑪɾٖ – could be granted to any one participant, when added to the ͫᅕ͌cΕၤ࣓ኣᑪٖᚬི߮ɰೕϷֶ number of shares issued or issuable to that participant under ˿ೕϷʀΊၤّɾٖͫᅕ͌߮c the share option scheme must not exceed 25% of the Λɺ൚༦࣓ኣᑪٖᚬི߮ࣂɰೕ maximum aggregate number of shares for the time being Ϸʥ˿ೕϷɾٖͫঢ়ᐢᅕɾ25%e issued and issuable under the share option scheme.
߬ႏᑪᑪٖכ˿An offer of the grant of an option remained open for Ð ༅ࣟɾ໎ԑֶࡗ – acceptance by an eligible Director or employee for a period ᚬˀ౨߮28ˀֶ໎ԑผੱҺցɾ༖ ༖౨ංʑઅढ़ˮᑪٖᚬɾֶ߬ٽ of 28 days from the date of offer or such longer or shorter અढ़ᑪٖכperiod as the Directors might in their discretion determine. e༅ࣟɾ໎ԑֶࡗ An eligible Director or employee had to pay HK$10 on ᚬࣂʻ˟ಋྫྷ10ʏАݯˤძe acceptance of the option as a consideration.
ɣผɐғ̔cٖכUnless approved by shareholders of the Company in a general Ð Ᏽ̯ʔٖ̇ – ࿀ϭˮˀ౨˅ɾͨЄɊɀ˂౨ංכ meeting, the total number of shares issued and which may fall to be issued upon exercise of the options granted (including ʑcగͨЄȹΊʀّϷԚʀɾᑪٖ ɰϷԚdɰ؇ሻʥ̰ϷԚɾᑪٖܢ˳exercised, cancelled and outstanding options) to any one ᚬ participant in any 12-month period up to the date of grant ᚬϤɰೕϷʥʀೕϷɾٖͫᐢᅕcɺ ˮˀ౨ɾɰೕϷٖͫ1%eכshall not exceed 1% of the shares in issue as at the date of ൚༦ grant.
˿ɀཌྷཌྷȾαɍ˂ɍɊȹˀ࣓ኣᑪٖᚬི߮כ The total number of ordinary shares available for issue under the ɰܢ˳share option scheme as at 31st March, 2009 was 71,479,550 shares ԜೕϷɾౝٖᐢᅕݯ71,479,550ٖ including options for 19,106,000 ordinary shares that have been ˮЎֆ̰ϷԚɾᑪٖᚬࣹʥɾ19,106,000ٖౝ) ɀཌྷཌྷȾαɍ˂ɍɊȹˀɾכgranted but not yet exercised), which represented 7.04% of the ٖcЌ̯ʔ̇ issued share capital of the Company at 31st March, 2009. ɰೕϷٖ̯7.04%e
59 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
REPORT OF THE DIRECTORS ໎ԑผంй࣊
SHARE OPTION SCHEME (CONTINUED) ᑪٖᚬི߮ᙩ
α۹ʥαࣂcП̯ʔ̇໎ԑʥ̯එ̯྆כ The Directors of the Company individually and other employees of the Group in aggregate had the following personal interests in ɾԯˢࡗΕ˿ႏᑪ̯ʔ̇ౝٖɾᑪٖᚬɻ options to subscribe for ordinary shares of the Company during the ͳኟτɾɁᚬऩΣɎi year and at the end of the year:
Number of options forfeited on Number of termination of options Number of Number of employment Number of * Market * Market Price per outstanding options options of eligible options value value Period during share on at the granted exercised participants outstanding per share per share Date of which options exercise beginning during during during at the end on grant on exercise Participants grant are exercisable of options of the year the year the year the year of the year of options of options αʑΐכ ࣂٱϷԚ α ᑪٖᚬࣂ ֆ̰ϷԚɾ αʑ αʑ ༅ࣟၤّ αࣂ * ˮ * ϷԚ ˟ɾ ᑪٖᚬ ˮɾ ϷԚɾ ᔴᓻϤӀνɾ ֆ̰ϷԚɾ ᑪٖᚬࣂɾ ᑪٖᚬࣂɾ ၤّ ˮˀ౨ ᑪٖᚬϷԚ౨ Ұٖძࣟ ᅕ͌ ᑪٖᚬᅕ͌ ᑪٖᚬᅕ͌ ᑪٖᚬᅕ͌ ᑪٖᚬᅕ͌ Ұٖ̟ძ Ұٖ̟ძ HK$ HK$ HK$ ಋྫྷ ಋྫྷ ಋྫྷ Directors ໎ԑ Mr. Winston Yau-lai 1/4/2003 1/4/2004 – 31/3/2013 1.688 2,220,000 – – – 2,220,000 1.660 – LO 1/4/2004 1/4/2005 – 31/3/2014 1.904 1,700,000 – – – 1,700,000 1.920 – ᖓʤᓤͱ́ 1/6/2005 1/6/2006 – 31/5/2015 2.375 1,472,000 – – – 1,472,000 2.425 – 5/6/2006 5/6/2007 – 4/6/2016 2.900 976,000 – – – 976,000 2.850 – 18/7/2007 18/7/2008 – 17/7/2017 3.600 712,000 – – – 712,000 3.630 – 21/7/2008 21/7/2009 – 20/7/2018 3.820 – 936,000 – – 936,000 3.820 –
Mr. Laurence P. 5/6/2006 5/6/2007 – 4/6/2016 2.900 224,000 – – – 224,000 2.850 – EISENTRAGER 18/7/2007 18/7/2008 – 17/7/2017 3.600 592,000 – – – 592,000 3.630 – – ͱ́ 21/7/2008 21/7/2009 – 20/7/2018 3.820 – 792,000 – – 792,000 3.820۽ڌቭ
Mr. Eric Fat YU 1/4/2003 1/4/2004 – 31/3/2013 1.688 738,000 – – – 738,000 1.660 – Еೕͱ́ 1/4/2004 1/4/2005 – 31/3/2014 1.904 450,000 – – – 450,000 1.920 – 1/6/2005 1/6/2006 – 31/5/2015 2.375 392,000 – – – 392,000 2.425 – 5/6/2006 5/6/2007 – 4/6/2016 2.900 316,000 – – – 316,000 2.850 – 18/7/2007 18/7/2008 – 17/7/2017 3.600 304,000 – – – 304,000 3.630 – 21/7/2008 21/7/2009 – 20/7/2018 3.820 – 312,000 – – 312,000 3.820 –
Mr. John Shek-hung 1/4/2003 1/4/2004 – 31/3/2013 1.688 820,000 – (820,000) – – 1.660 3.600 LAU# (retired on 1/4/2004 1/4/2005 – 31/3/2014 1.904 500,000 – (374,000) (126,000) – 1.920 3.600 1st December, 2007) 1/6/2005 1/6/2006 – 31/5/2015 2.375 392,000 – (196,000) (196,000) – 2.425 3.600 ჳ።ᒤͱ́# 5/6/2006 5/6/2007 – 4/6/2016 2.900 316,000 – (78,000) (238,000) – 2.850 3.600 ɀཌྷཌྷȼαכ Ɋɀ˂ȹˀঽͨ
Eligible employees 1/4/2003 1/4/2004 – 31/3/2013 1.688 638,000 – (430,000) – 208,000 1.660 3.495 working under 1/4/2004 1/4/2005 – 31/3/2014 1.904 1,312,000 – (832,000) (114,000) 366,000 1.920 3.564 employment contracts 1/6/2005 1/6/2006 – 31/5/2015 2.375 1,918,000 – (558,000) (196,000) 1,164,000 2.425 3.641 ࣓ኣඥɮАɾ 5/6/2006 5/6/2007 – 4/6/2016 2.900 2,180,000 – (322,000) (352,000) 1,506,000 2.850 3.723 ༅ࣟࡗ 18/7/2007 18/7/2008 – 17/7/2017 3.600 2,298,000 – (36,000) (416,000) 1,846,000 3.630 3.680 21/7/2008 21/7/2009 – 20/7/2018 3.820 – 1,880,000 – – 1,880,000 3.820 –
20,470,000 3,920,000 (3,646,000) (1,638,000) 19,106,000
60 Annual Report 2008/2009 αం
REPORT OF THE DIRECTORS ໎ԑผంй࣊
SHARE OPTION SCHEME (CONTINUED) ᑪٖᚬི߮ᙩ
The options granted to the Directors are registered under the names ʀ໎ԑɾᑪٖᚬ˞ݯྡྷऩኟτɁɾ໎ԑɾ of the Directors who are also the beneficial owners. Ίຮতe
၇અᑪٖᚬˮֶᏵϷԚˀ౨כbeing the closing price or the weighted average closing price of the * Щ̯ʔ̇ౝٖ * ȹˀሬ͂ɾν̟ძֶ˱ᚬ̡яν̟ძeک Company’s ordinary shares immediately before the dates on which the options were granted or exercised, as applicable.
ɀཌྷཌྷȼαɊɀ˂ȹˀᖽͨԎϬϊכMr. John Shek-hung LAU retired as an Executive Director and retired from # ჳ።ᒤͱ́ # cڬservice to the Company from 1st December, 2007. Pursuant to the share ঽ̯ͨʔ̇ɾਨϷ໎ԑe࣓ኣᑪٖᚬི߮ஃ ʒ˂ʑଲ༅ࣟϷԚԯᑪ܃ঽͤכoption scheme rule, Mr. John Shek-hung LAU was eligible to exercise his ჳ።ᒤͱ́ share options within six months after his retirement. ٖᚬe
All options are exercisable progressively and the maximum ˿ʀϷԚɾֺτᑪٖᚬᅕ͌Ƚүᄈ˱cϤΈ percentage of the options which may be exercised is determined in ආݒ˿ϷԚᑪٖᚬɾϛʗˈɐࠉΣɎi stages as follows:
Percentage of options granted ˈЌᏵᑪٖᚬɾϛʗ %25 ܃On or after 1st year anniversary of the date of grant ˮˀ౨߮ȹ൪αֶԯ another ̊ 25% ܃On or after 2nd year anniversary of the date of grant ˮˀ౨߮ɀ൪αֶԯ another ̊ 25% ܃On or after 3rd year anniversary of the date of grant ˮˀ౨߮ɍ൪αֶԯ another ̊ 25% ܃On or after 4th year anniversary of the date of grant ˮˀ౨߮̒൪αֶԯ
೪ʥҰඖᑪٖᚬɾܧInformation on the accounting policy for share options granted and τᗐɰˮᑪٖᚬɾผ߮ ڃഽ1(o)(iv)ʥڃٲল৻ంכthe value per option is provided in note 1(o)(iv) and note 28 to the ძࠤɾ༅ࢿʗП༗ financial statements respectively. ഽ28e
Apart from the foregoing, at no time during the year was the ɐʼֺׄᚉّ̔cΕ̯α۹ɾͨЄࣂංc̯ ᙔʔ̇ลಲၤͨЄΪખcߎڃCompany or any of its subsidiaries a party to any arrangement to ʔֶ̇ԯͨЄ enable the Directors of the Company to acquire benefits by means Ԛ̯ʔ̇໎ԑ˿ᔄᑪɃ̯ʔֶ̇ͨЄԯˢʔ̇ of the acquisition of shares in or debentures of the Company or any ɾֶٖͫඦᚬᖬϤᏵऩe other body corporate.
61 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
REPORT OF THE DIRECTORS ໎ԑผంй࣊
SUBSTANTIAL SHAREHOLDERS’ AND ˚ٖ߬ʥԯˢɁɡ ᗐٖͫޚʥٖͫכ OTHER PERSONS’ INTERESTS AND SHORT POSITIONS IN SHARES AND ɾᚬऩʥ࠸ UNDERLYING SHARES
ผكɀཌྷཌྷȾαɍ˂ɍɊȹˀc̯ʔ̇ɰᏵכ The Company has been notified of the following interests in the Company’s issued shares at 31st March, 2009 amounting to 5% or ɎͶЌ̯ʔ̇ɰೕϷౝٖɾ5%ֶ˞ɐɾ̯ʔ ɐʼֺׄܢ˳more of the ordinary shares in issue. These interests are in addition ̇ɰೕϷٖͫᚬऩe೩ᚬऩɺ to those disclosed above in respect of the Directors. ᚉɾ໎ԑᚬऩe
Number of ordinary shares of HK$0.25 each Ұٖࠍࠤಋྫྷ0.25ʏɾౝٖᅕ͌ Trusts and Total * % of Personal Family Corporate similar number of total issued Substantial shareholders Note interests interests interests interests shares held shares * ЌɰೕϷ ᐢᅕٖͫ ܛপʥ ֺڌ ˈഽ Ɂᚬऩ ࡼપᚬऩ ʔ̇ᚬऩ ᗘᚬऩ ٖͫᐢᅕ ɾϛʗڃ ٖ߬˚ Ms. Irene CHAN (i), (ii) 23,514,700 750,000 – 72,678,300 96,943,000 9.55% ஹᖓᄮடɤɡ Mr. Kai-tun LO (ii) 18,508,950 – – 72,678,300 91,187,250 8.98% ᖓͱ́ Mr. Peter Tak-shing LO (ii) 7,548,000 – – 72,678,300 80,226,300 7.90% ᖓᄨֻͱ́ Commonwealth Bank of Australia (iii) – – 71,477,000 – 71,477,000 7.04% ዌݘᐲԄႺϷ Arisaig Greater China Fund (iv) 60,600,000 – – – 60,600,000 5.97% (“Arisaig”) Arisaig Partners (Mauritius) Limited (v) – – 60,600,000 – 60,600,000 5.97% (“Arisaig Mauritius”) Mr. Lindsay William Ernest COOPER (vi) – – 60,600,000 – 60,600,000 5.97% (“Cooper”) COOPERͱ́Cooper
ɀཌྷཌྷȾαɍ˂ɍɊȹˀכThis percentage has been compiled based on the total number of shares * ϛʗˈȽ࣓ኣ̯ʔ̇ * of the Company in issue (i.e. 1,015,221,500 ordinary shares) as at 31st ɰೕϷɾٖͫᐢᅕЩ1,015,221,500ٖౝٖ߮ March, 2009. ့e
ഽiڃ :Notes
(i) Ms. Irene CHAN is interested in 750,000 shares held for her daughter (i) ஹᖓᄮடɤɡኟτˤԯ̰ɊɄัɤԫAlexandra τɾ750,000ٖٖͫɾᚬऩeܛAlexandra CHAN who is under the age of 18. CHAN ii) Each of Ms. Irene CHAN, Mr. Kai-tun LO and Mr. Peter Tak-shing LO is (ii) ஹᖓᄮடɤɡdᖓͱ́ʥᖓᄨֻͱ́яኟτ) interested in 72,678,300 shares held by The Bank of East Asia (Nominees) ͅԓႺϷՇপˤဳτࠉʔ̇˞ˤଉɁΊຮˤ τɾ72,678,300ٖܛټLimited which holds such shares as a nominee for the K.S. Lo Foundation, K.S. Lo Foundation෯ഁਥ a charitable trust. Each of them is a trustee of the K.S. Lo Foundation and ٖͫɾᚬऩe֤೩яݯK.S. Lo FoundationɾՇপ ഼ݯኟτ೩ٖͫɾᚬऩeܨis therefore deemed to be interested in such shares. Ɂc
τɾܛᙔʔֺ̇ڃԯͲ༅כiii) Commonwealth Bank of Australia was taken to be interested in these (iii) ዌݘᐲԄႺϷ഼ݯ) shares which were held by its wholly-owned subsidiaries. 71,477,000ٖٖͫɻኟτᚬऩe 71,477,000
(iv) These interests are held by Arisaig in the capacity of beneficial owner. (iv) ೩ᚬऩȽͅArisaig˞ྡྷऩኟτɁӸͫܛτe
(v) These interests are held by Arisaig Mauritius in the capacity of investment (v) ೩ᚬऩȽͅArisaig Mauritius˞Arisaigɾҙ༅ ഽ(iv)ֺׄᚉّݯڃτe೩ᚬऩၤɐʼܛmanager of Arisaig. These interests are duplicated by the interests ଉӸͫ disclosed in Note (iv) above. ȹͫᚬऩe
(vi) These interests represent Cooper’s interests through his indirect 33% (vi) ೩ᚬऩȽCooper༦ංઅܛτArisaig Mauritius ഽڃinterest in Arisaig Mauritius. These interests are duplicated by the interests ɾ33%ᚬऩϤኟτɾᚬऩe೩ᚬऩၤɐʼ disclosed in Notes (iv) and (v) above. (iv)ʥ(v)ֺׄᚉّݯȹͫᚬऩe
62 Annual Report 2008/2009 αం
REPORT OF THE DIRECTORS ໎ԑผంй࣊
SUBSTANTIAL SHAREHOLDERS’ AND ˚ٖ߬ʥԯˢɁɡ ᗐٖͫޚʥٖͫכ OTHER PERSONS’ INTERESTS AND SHORT POSITIONS IN SHARES AND ɾᚬऩʥ࠸ᙩ UNDERLYING SHARES (CONTINUED)
ᗐٖͫɻɾͲᚬऩяݯΡޚʔٖ̇ͫʥ̯כ All interests in the shares and underlying shares of the Company are long positions. ࠸e
ผτͨЄԯˢᚬكApart from the foregoing, no other interests required to be recorded ɐ߸ّ̔c̯ʔ̇ԎಲᏵ in the register kept under section 336 of the SFO have been notified ऩ፣Ε࣓ኣᖬԴʥ౨ஒૈԝ336ૈϤ Φɾত˫ʑeړ .to the Company
൴ٖܛSUFFICIENCY OF PUBLIC FLOAT ʔଠ
Based on the information that is publicly available to the Company ࣓ኣ̯ʔֺ̇ుోɾʔ༅ࢿ˞ʥగ̯ʔ̇໎ ɐ̟ܛړقαంˀ౨c̯ʔ̇ȹ̯כcكand within the knowledge of the Directors of the Company as at the ԑֺ ൴eٖܛஃցɾʔଠڬdate of this annual report, the Company has maintained the ஃ prescribed public float under the Listing Rules.
ɾᚬऩכDIRECTORS’ INTERESTS IN ໎ԑ CONTRACTS
α۹ୄࣂ̯כᙔʔ̇ลಲڃNo contract of significance to which the Company or any of its ̯ʔֶ̇ԯͨЄ subsidiaries was a party, and in which a Director of the Company ֶαʑͨЄࣂං͓̯߯ʔ̇໎ԑኟτࠇɣᚬऩ had a material interest, subsisted at the end of the year or at any ɾࠇ߬e time during the year.
፮ړɁࡗɾஐͨܧDIRECTORS’ AND OFFICERS’ ໎ԑʥϷ LIABILITY INSURANCE
Ɂࡗஐͨܧ໎ԑʥϷړDirectors’ and officers’ liability insurance was maintained during the ̯α۹ʑc̯ʔ̇ɰҙ ፮eړ .year
63 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
REPORT OF THE DIRECTORS ໎ԑผంй࣊
מCONNECTED TRANSACTIONS ᗐட͚
ɀཌྷཌྷʒαɍ˂ɀɊȹˀc̯ʔ̇ၤכ (On 21st March, 2006, the Company entered into a Milk Supply (1 (1) ͓߯עඑ྆τࠉʔ̇ͮעAgreement with Shenzhen Guang Ming Holdings Limited ૯Γ̟ͮ ੀΉ̯ʔ̇עGuangming”), a substantial shareholder holding 30% of the ᒠ̘ԜᎶԾᘪcኣϊcͮ“) רʥొԜᒠ̘˱ɮʥ˳ۂregistered capital of the Company’s subsidiary, Shenzhen ԜᎶᒠ̘ଐ Vitasoy (Guang Ming) Foods and Beverage Company Limited ৻cͅɀཌྷཌྷʒα̒˂ȹˀ߮ݯ౨ɍ ᙔʔ̇૯Γၐڃτ̯ʔ̇ܛݯעShenzhen Vitasoy”), under which Guangming would supply αeͮ“) ඝࢿτࠉʔ̇૯Γၐˢۂࠕעmilk products and provide milk processing and packaging ˢͮ services to the Company for a period of 3 years commencing ̘ഽ˫༅̯ɾ30%ɾ˚ٖ߬eα νՅಋྫྷ2,154,000ʏɀཌྷཌྷע1st April, 2006. During the year, HK$2,154,000 (2008: ʑcͮ HK$2,517,000) was charged by Guangming. Ʉαiಋྫྷ2,517,000ʏɾ͂e
מ14A.34(1)ૈcτᗐ͚ڬThe transactions constituted continuing connected ࣓ኣɐ̟ஃ cԎ̋ፓΨ͇ంʥמᙩᗐட͚ܛtransactions under Rule 14A.34(1) of the Listing Rules, which ࿚ι are only subject to the reporting and announcement ʔЗஃցϤᏵᑥЛዟ͓ٖғɾஃ ɀཌྷཌྷʒαɍ˂ɀɊȹכrequirements and are exempt from the independent ցe̯ʔ̇ɰ ʔЗeٲshareholders’ approval requirement. An announcement was ˀగϊೕ made by the Company on 21st March, 2006 in this respect.
ਨϷ໎ԑႏݯ࿀ϭɀڈዟ͓ܢ˳The Directors, including the Independent Non-executive ໎ԑ Directors, considered that the transactions during the year ཌྷཌྷȾαɍ˂ɍɊȹˀ˅α۹ɾτᗐ͚ Ƚiמ :ended 31st March, 2009
ʔ̇ȹঁˀพ৻༦ೡɻ൬̯כ (i) were entered into in the ordinary and usual course of (i) business of the Company; Ϸh
ዟ͓כɺႫܘਆพૈಁֶ̳ܘ (ii) were conducted on normal commercial terms or on (ii) terms no less favourable then terms available from ɍّʀɾૈಁ൬Ϸhʥ independent third parties; and
ಁૈמᒠ̘ԜᎶԾᘪ൬ϷcϤ͚ܘ (iii) were conducted in accordance with the Milk Supply (iii) Agreement on terms that are fair and reasonable and in ʔ̡ଉcԎ˘ଲ̯ʔٖ̇ɾ the interests of the shareholders of the Company as a ኬСऩe whole.
In addition, the independent auditors of the Company ϊ̔c̯ʔ̇ɾዟ͓࣏ᅕᆢႏi confirmed that:
ɰᏵ໎ԑผғhמi) the transactions were approved by the Board; (i) τᗐ͚)
Ƚ࣓ኣᒠ̘ԜᎶԾᘪֺ༗מii) the transactions were entered into in accordance with (ii) τᗐ͚) the agreed prices as set out in the Milk Supply ɾԾցძࣟ൬Ϸhʥ Agreement; and
ɾˤძԎಲ൚༦࿀ϭɀཌྷמiii) the consideration for the transactions had not exceeded (iii) τᗐ͚) the annual cap of HK$7,000,000 for the year ended ཌྷȾαɍ˂ɍɊȹˀ˅α۹ɾα۹ 31st March, 2009. ɐࠉಋྫྷ7,000,000ʏe
64 Annual Report 2008/2009 αం
REPORT OF THE DIRECTORS ໎ԑผంй࣊
ᙩמCONNECTED TRANSACTIONS (CONTINUED) ᗐட͚
ɀཌྷཌྷȼαɍ˂ɀɊɀˀc̯ʔ̇ɾכ (On 22nd March, 2007, the Company’s subsidiary, Vitasoy (2 (2) .ᙔʔ̇Vitasoy Australia Products Ptyڃ Australia Products Pty. Ltd. (“VAP”), entered into a Services ৻ʥʗሻԾᘪcרand Distribution Agreement whereby National Foods Milk Ltd.VAP͓߯ȹඖ Limited (“NFML”), a fellow subsidiary of National Foods ኣϊcNational Foods Holding Limitedܛ Holding Limited, a substantial shareholder holding 49% of the τVAP 49%ɰೕϷٖ̯ɾ˚ٖ߬ɾ ᙔʔ̇National Foods Milk Limitedڃissued share capital of VAP, would provide services to VAP in ӡ relation to soy food and beverage products manufactured, NFMLੀగVAPႇd൬ɟʥʼnֶʗ VAPଐۂʥඝۂimported and/or distributed by VAP targeted for mainstream ሻɾ˚ݚ̟Ӳႇࠕ ৻ɾר৻eАݯֺొԜרΉVAPొԜۂ ,market (“VAP Products”). As part of the services provided ΕዌݘɾዟۂNFML would be the exclusive distributor in Australia of the ȹͫcNFMLιݯVAPଐ VAP Products. In return, VAP would pay a management fee ࡼʗሻਆeVAPగϊΉNFMLʻ˟ޚ ᐢሻਕᔾɾۂԯΕዌݘʗሻɾVAPଐכ equal to 3.5% of gross sales of VAP Products distributed by ɀཌྷཌྷȼα̒כ৻eԾᘪרNFML in Australia. The agreement commenced on 1st April, 3.5%Аݯ ϭɀཌྷȹཌྷαɍ˂ɍɊقand would continue until 31st March, 2010 unless ˂ȹˀնc 2007 ୄک࣓ኣԾᘪɾૈಁొڈterminated earlier in accordance with the terms of the ȹˀ։c ɀཌྷཌྷɄαɄ˂̒ˀcכАПሃeڬ˅ agreement. On 4th August, 2008, the Company entered into ৻cרa Supplementary Agreement to amend the original ̯ʔ͓̇߯˨Ծᘪ˞࠳߯ࡈ ৻ϬɀཌྷཌྷɄαȼ˂ȹˀרmanagement fee so that it is 5% instead of 3.5% of gross ኣϊc ৻ʥʗרsales from 1st July, 2008 onwards. All the other terms of the ͅᐢሻਕᔾɾ3.5%ሁኬݯ5%e ɺᛰeܛServices and Distribution Agreement remained unchanged. ሻԾᘪɾֺτԯˢૈಁၐ
During the year, HK$13,707,000 (2008: HK$8,561,000) was αʑcNFMLνՅಋྫྷ13,707,000ʏɀ charged by NFML. ཌྷཌྷɄαiಋྫྷ8,561,000ʏe
מ14A.34(1)ૈcτᗐ͚ڬThe transactions constituted continuing connected ࣓ኣɐ̟ஃ cԎ̋ፓΨ͇ంʥמᙩᗐட͚ܛtransactions under Rule 14A.34(1) of the Listing Rules, which ࿚ι are only subject to the reporting and announcement ʔЗஃցϤᏵᑥЛዟ͓ٖғɾஃ ɀཌྷཌྷȼαɍ˂ɀɊɀכrequirements and are exempt from the independent ցe̯ʔ̇ɰ ʔٲshareholders’ approval requirement. Announcements were ˀʥɀཌྷཌྷɄαɄ˂ȼˀగϊೕ ɾٲɀཌྷཌྷɄαɄ˂ȼˀೕכmade by the Company on 22nd March, 2007 and 7th August, Зe࣓ኣ 2008 in this respect. Under the announcement made on 7th ʔЗc࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀʥ August, 2008, the annual cap for the two years ending 31st ɀཌྷȹཌྷαɍ˂ɍɊȹˀ˅ԭα۹ɾ March, 2009 and 31st March, 2010 were revised to not exceed ͲαɐࠉʗП࠳߯ݯɺ൚༦2,700,000ዌ AUD2,700,000 (HK$19,500,000) and AUD3,600,000 ʏಋྫྷ19,500,000ʏʥ3,600,000ዌʏ (HK$26,100,000). ಋྫྷ26,100,000ʏe
ਨϷ໎ԑႏݯ࿀ϭɀڈዟ͓ܢ˳The Directors, including the Independent Non-executive ໎ԑ Directors, considered that the transactions during the year ཌྷཌྷȾαɍ˂ɍɊȹˀ˅α۹ɾτᗐ͚ Ƚiמ :ended 31st March, 2009
ʔ̇ȹঁˀพ৻༦ೡɻ൬̯כ (i) were entered into in the ordinary and usual course of (i) business of the Company; Ϸh
ዟ͓כɺႫܘਆพૈಁֶ̳ܘ (ii) were conducted on normal commercial terms or on (ii) terms no less favourable than terms available from ɍّʀɾૈಁ൬Ϸhʥ independent third parties; and
৻ʥʗሻԾᘪʥ˨Ծᘪ൬רܘ (iii) were conducted in accordance with the Services and (iii) ಁʔ̡ଉcԎ˘ଲૈמDistribution Agreement and the Supplementary ϷcϤ͚ Agreement on terms that are fair and reasonable and in ٖɾኬСऩe the interest of the shareholders as a whole.
65 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
REPORT OF THE DIRECTORS ໎ԑผంй࣊
ᙩמCONNECTED TRANSACTIONS (CONTINUED) ᗐட͚
In addition, the independent auditors of the Company ϊ̔c̯ʔ̇ɾዟ͓࣏ᅕᆢႏi confirmed that:
ɰᏵ໎ԑผғhמi) the transactions were approved by the Board; (i) τᗐ͚)
ɀཌྷཌྷɄα̒˂ȹˀϭכמii) the transactions were entered into in accordance with (ii) τᗐ͚) the management fee percentage as set out in the ɀཌྷཌྷɄαʒ˂ɍɊˀʥɀཌྷཌྷɄ Services and Distribution Agreement and the αȼ˂ȹˀϭɀཌྷཌྷȾαɍ˂ɍɊ ৻ʥʗሻԾᘪרܘSupplementary Agreement for the period from 1st April, ȹˀ౨ංȽʗП ˈ৻ϛʗרto 30th June, 2008 and 1st July, 2008 to 31st ˞ʥ˨Ծᘪֺ༗ɾ 2008 March, 2009 respectively; and ൬Ϸhʥ
ɾˤძԎಲ൚༦࿀ϭמiii) the consideration for the transactions had not exceeded (iii) τᗐ͚) the annual cap of AUD2,700,000 (HK$19,500,000) for ɀཌྷཌྷȾαɍ˂ɍɊȹˀ˅α۹ɾ the year ended 31st March, 2009. α۹ɐࠉ2,700,000ዌʏಋྫྷ 19,500,000ʏe
EMPLOYEE RETIREMENT PLANS ࡗঽིͤ߮
כParticulars of employee retirement plans of the Company and the τᗐ̯ʔ̇ʥ̯එ྆ࡗঽིͤ߮ɾੱ༗ ഽ17eڃٲGroup are set out in note 17 to the financial statements. ল৻ం
FIVE YEAR SUMMARY ʄαল৻࿂߬
α۹ɾพᐜd༅ଐʥ߲ܧ༦˾ʄলכA summary of the results and of the assets and liabilities of the ̯එ྆ αం183ʥ184ࠒe̯כGroup for the last five financial years is set out on pages 183 and ඦ࿂߬༗ 184 of the annual report.
AUDITORS ࣏ᅕ
KPMG retire and, being eligible, offer themselves for re-appointment. ଓۤผ߮ԑ৻ֺͨйঽԎᗙՇາடͨe A resolution for the re-appointment of KPMG as auditors of the τᗐᙩາଓۤผ߮ԑ৻ֺኪ̯ͨʔ࣏̇ᅕ Ꮆ։ٖ൪αɣผɐొеeכCompany is to be proposed at the forthcoming Annual General ɾҺᘪ࣐ੀ Meeting.
By Order of the Board ֻ໎ԑผ՜ Winston Yau-lai LO ᖓʤᓤ Executive Chairman ਨϷ˚
Hong Kong, 29th June, 2009 ࠗಋcɀཌྷཌྷȾαʒ˂ɀɊȾˀ
66 Annual Report 2008/2009 αం INDEPENDENT AUDITOR’S REPORT ዟ͓࣏ᅕంй࣊
Independent auditor’s report to the shareholders of ߎၐˢ̘ਝඑ྆τࠉʔ̇Έٖ Vitasoy International Holdings Limited ɾዟ͓࣏ᅕంй࣊ ࠗಋഽ˫ι͓ɾτࠉʔ̇כ (Incorporated in Hong Kong with limited liability)
69כWe have audited the consolidated financial statements of Vitasoy ̯࣏ᅕ˞Ɏᓯီ҈ࠨɰᄗ࣏Ͷ༗ International Holdings Limited (“the Company”) set out on pages ࠒϭ182ࠒၐˢ̘ਝඑ྆τࠉʔ̇ൔʔ כܢ˳ٲcϊ၃ল৻ంٲto 182, which comprise the consolidated and company balance ̇ɾ၃ল৻ం 69 sheets as at 31st March, 2009, and the consolidated income ɀཌྷཌྷȾαɍ˂ɍɊȹˀɾ၃ʥʔ̇༅ଐ߲ d၃ٲၤ࿀ϭˀ˅α۹ɾ၃ฌऩంٲstatement, the consolidated statement of changes in equity and ඦ c˞ʥ˚߬ผ߮ٲݚ൴ټ၃ଊٲthe consolidated cash flow statement for the year then ended, and ᚬऩᛰ৽ ഽᘷeڃ೪ล߬ʥԯˢܧ a summary of significant accounting policies and other explanatory notes.
ֻኪؿஐٲDIRECTORS’ RESPONSIBILITY FOR ໎ԑగল৻ం THE FINANCIAL STATEMENTS ͨ
The Directors of the Company are responsible for the preparation ൔʔ̇໎ԑ߲ஐ࣓ኣࠗಋผ߮ʔผཕЗؿ ʥࠗಋʔ̇ૈԝᇁႇʥڬand the true and fair presentation of these financial statements in ࠗಋল৻ంйๅ ܢ˳eஐͨٲaccordance with Hong Kong Financial Reporting Standards issued भྡྷϤʔʐΔͶం೩ল৻ం by the Hong Kong Institute of Certified Public Accountants and the உ߮dྡྷܪʥၐᙶၤᇁႇʥभྡྷϤʔʐΔͶం ɺΦٲᗐؿʑઁԹc˞Ԛল৻ంޚٲHong Kong Companies Ordinance. This responsibility includes ল৻ం ಂֶ፟႒Ϥኒߎɾࠇɣ፟႒ஹ߸cፕכdesigning, implementing and maintaining internal control relevant Εͅ ؗАˮଉੱܘ೪cʥܧto the preparation and the true and fair presentation of financial እᎶ͂ሬɾผ߮ statements that are free from material misstatement, whether due ɾผ߮Ѕ߮e to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
AUDITOR’S RESPONSIBILITY ࣏ᅕؿஐͨ
Our responsibility is to express an opinion on these financial ҈ࠨؿஐ࣓ͨܰኣ҈ࠨᄗ࣏ɮАؿcྦྷ ๑ࠗಋʔ̇ૈܘ෮Ӯe҈ࠨٲೕٲstatements based on our audit. This report is made solely to you, ೩ল৻ం as a body, in accordance with section 141 of the Hong Kong ԝ141ૈؿஃցcඩΉኬٖంйeϊ Companies Ordinance, and for no other purpose. We do not assume ɾ̔c҈ࠨؿంй࣊ɺ˿͂Аԯˢ͂பe҈ࠨ responsibility towards or accept liability to any other person for the ลɺగ̯ంй࣊ɾʑࢀcྦྷͨЄԯˢɁɡ߲ஐ ஐͨe܁contents of this report. ֶֻኪؒ
We conducted our audit in accordance with Hong Kong Standards ҈ࠨɰ࣓ኣࠗಋผ߮ʔผཕЗؿࠗಋᄗ߮ๅ ߬ұ҈ࠨፓΨ༞ᄨஃڬ൬Ϸᄗ࣏eԒๅڬ on Auditing issued by the Hong Kong Institute of Certified Public Accountants. Those standards require that we comply with ethical ᆲcԎஃིʥਨϷᄗ࣏c˞ଉᆢցϊ೩ল৻ ЯɺΦτͨЄࠇɣ፟႒ஹ߸eܰٲrequirements and plan and perform the audit to obtain reasonable ం assurance as to whether the financial statements are free from material misstatement. 67 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
INDEPENDENT AUDITOR’S REPORT (CONTINUED) ዟ͓࣏ᅕంй࣊ᙩ
AUDITOR’S RESPONSIBILITY (CONTINUED) ࣏ᅕؿஐͨᙩ
ټֺ༗ٲAn audit involves performing procedures to obtain audit evidence ᄗ࣏ࣹʥਨϷೡѵ˞ᏵՅτᗐল৻ం about the amounts and disclosures in the financial statements. The ᔾʥׄᚉ༅ࢿؿᄗ࣏ንᖬeֺፕցɾೡѵՅҺ ಂֶ፟႒ϤכിЅͅܢ˳࣏ᅕؿРᒾcכ procedures selected depend on the auditor’s judgement, including Φτࠇɣ፟႒ஹ߸ؿࠓ፮eΕിٲthe assessment of the risks of material misstatement of the financial ኒߎল৻ం statements, whether due to fraud or error. In making those risk Ѕ೩ࠓ፮ࣂc࣏ᅕϣᄬၤʔ̇ᇁႇʥभ ˞ᗐؿʑઁԹcޚٲassessments, the auditor considers internal control relevant to the ྡྷϤʔʐΔͶంল৻ం ݯྦྷʔ̇ؿʑڈentity’s preparation and true and fair presentation of the financial உ߮ሬؿᄗ࣏ೡѵcЎԎ ിძ໎ԑֺܢ˳෮Ӯeᄗ࣏͛ٲstatements in order to design audit procedures that are appropriate ઁԹؿࢽॶೕ ೪ؿሬֲʥֺАˮؿผ߮Ѕ߮ܧin the circumstances, but not for the purpose of expressing an ઔ͂ؿผ߮ ؿኬͶంʿٲopinion on the effectiveness of the entity’s internal control. An audit ؿଉֲc˞ʥിძল৻ం also includes evaluating the appropriateness of accounting policies βe used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements. c҈ࠨֺᏵؿᄗ࣏ንᖬܰ˨ӷሬڌޚWe believe that the audit evidence we have obtained is sufficient ҈ࠨ and appropriate to provide a basis for our audit opinion. Δݯ҈ࠨؿᄗ࣏෮ӮొԜਥᓣe
OPINION ෮Ӯ
ɰ࣓ኣࠗಋল৻ٲIn our opinion, the consolidated financial statements give a true ҈ࠨႏݯc೩၃ল৻ం bൔʔ̇ʥbൔඑܮभྡྷϤʔʐΔʦڬand fair view of the state of affairs of the Company and of the Group ంйๅ ؗʥbرܧɀཌྷཌྷȾαɍ˂ɍɊȹˀؿলכ྆ as at 31st March, 2009 and of the Group’s profit and cash flows for ݚ൴cԎټthe year then ended in accordance with Hong Kong Financial ൔඑ྆࿀ϭˀ˅α۹ؿึСଊ Reporting Standards and have been properly prepared in ɰܘ๑ࠗಋʔ̇ૈԝሬΔᇁႇe accordance with the Hong Kong Companies Ordinance.
KPMG ଓۤผ߮ԑ৻ֺ Certified Public Accountants ਨพผ߮ 8th Floor, Prince’s Building ࠗಋɻ 10 Chater Road ር̨༞10໔ Central, Hong Kong ʪɥɣ෨8ᅢ
29th June, 2009 ɀཌྷཌྷȾαʒ˂ɀɊȾˀ
68 Annual Report 2008/2009 αం CONSOLIDATED INCOME STATEMENT ٲ၃ฌऩం For the year ended 31st March, 2009 (Expressed in Hong Kong dollars) ࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀ˅α۹˞ಋྫྷ့߮
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Note $’000 $’000 ഽ ɝʏ ɝʏڃ
Turnover Ꮺพᔾ 3 and ʥ12 2,783,195 2,416,384
Cost of sales ሻਕι̯ (1,504,001) (1,285,562)
Gross profit ˉС 1,279,194 1,130,822
Other revenue ԯˢνɃ 4 61,874 61,820
Marketing, selling and ઐᄤdሻਕʥʗሻ distribution expenses ͂ (638,245) (541,301) Administrative expenses Ϸܧ͂ (215,212) (192,019) Other operating expenses ԯˢᏪ͂ (180,122) (158,645)
Profit from operations ᏪึС 307,489 300,677
Finance costs ጪ༅ι̯ 5(a) (6,602) (8,865)
С 5 300,887 291,812ึکProfit before taxation ೢ
(Income tax ֺೢ 6(a) (56,510) (55,831
Profit for the year ̯α۹ึС 244,377 235,981
Attributable to: ᎶЌi
τɁ 9 and ʥ26(a) 217,419 211,208ܛEquity shareholders of the Company ̯ʔٖ̇ᚬ Minority interests ʭᅕٖᚬऩ 26(a) 26,958 24,773
Profit for the year ̯α۹ึС 26(a) 244,377 235,981
Dividends payable to equity Ꮆ˟ʀ̯ʔ̇ τɁɾܛshareholders of the Company ٖᚬ (attributable to the year: ̯α۹ٖࢠi 10(a
Interim dividend declared during αʑۧݢɾ the year ɻ౨ٖࢠ 28,424 28,315 Ꮓݢɾ܃Final dividend proposed after ့ˀ the balance sheet date ̱౨ٖࢠ 91,388 88,216 Ꮓݢɾ܃Special dividend proposed after ့ˀ the balance sheet date ऋПٖࢠ 101,543 101,398
221,355 217,929
С 11ޔEarnings per share Ұٖ
Basic ਥ̯ 21.4 cents ˦ 20.9 cents ˦
Diluted ᚫᑁ 21.3 cents ˦ 20.8 cents ˦
ɾȹͫeٲഽȽ̯ল৻ంڃThe notes on pages 78 to 182 form part of these financial statements. 78ϭ182ࠒɾ
69 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇ CONSOLIDATED BALANCE SHEET ٲ၃༅ଐ߲ඦ At 31st March, 2009 (Expressed in Hong Kong dollars) ɀཌྷཌྷȾαɍ˂ɍɊȹˀ˞ಋྫྷ့߮כ
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Note $’000 $’000 $’000 $’000 ഽ ɝʏ ɝʏ ɝʏ ɝʏڃ
ݚ৽༅ଐڈ Non-current assets
Fixed assets ՞ց༅ଐ 13(a) พdᄥָʥذProperty, plant and Ð – equipment bbஉௐ 781,952 757,086 พ 8,825 9,352ذInvestment property Ðҙ༅ – – Interests in leasehold Ð࣓ኣᏪै༉ܛ land held for own use bbτАϬ͂ɾै under operating leases bb༉ɠΔᚬऩ 7,367 7,505
798,144 773,943
Intangible assets ಲѼ༅ଐ 15 14,879 – Goodwill ਆᙷ 16 32,446 – Employee retirement ࡗঽͤါС༅ଐ benefit assets b 17(b) 2,478 3,327 Deferred tax assets Ⴎ֝ೢඖ༅ଐ 18(b) 6,895 4,249
854,842 781,519
Current assets ݚ৽༅ଐ
Inventories Φஒ 19 298,983 268,417 Trade and other receivables Ꮆνሏಁʥԯˢ bᎶνಁ 20 468,559 421,295 Current tax recoverable ᎶνΑଊ౨ೢඖ 18(a) 6,011 675 Bank deposits ႺϷΦಁ 21 103,855 18,962 ೩ࠤඖ͌ 21 379,298 529,799ټʥଊټCash and cash equivalents ଊ
1,256,706 1,239,148
Current liabilities ݚ৽߲ඦ
Trade and other payables Ꮆ˟ሏಁʥԯˢ bᎶ˟ಁ 23 595,439 458,677 Bank loans ႺϷ൘ಁ 24 51,915 47,190 Obligations under ጪ༅ै༉ɾඦ৻ finance leases b 25(a) 5,878 6,873 Current tax payable Ꮆ˟ଊ౨ೢඖ 18(a) 11,882 19,443
665,114 532,183
Net current assets ૱ݚ৽༅ଐ 591,592 706,965
Total assets less ᐢ༅ଐಕݚ৽ current liabilities b߲ඦᔝ carried forward 1,446,434 1,488,484
70 Annual Report 2008/2009 αం
CONSOLIDATED BALANCE SHEET (CONTINUED) ᙩٲ၃༅ଐ߲ඦ At 31st March, 2009 (Expressed in Hong Kong dollars) ɀཌྷཌྷȾαɍ˂ɍɊȹˀ˞ಋྫྷ့߮כ
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Note $’000 $’000 $’000 $’000 ഽ ɝʏ ɝʏ ɝʏ ɝʏڃ
Total assets less ᐢ༅ଐಕݚ৽ کcurrent liabilities b߲ඦֻ brought forward 1,446,434 1,488,484
ݚ৽߲ඦڈ Non-current liabilities
Bank loans ႺϷ൘ಁ 24 – 21,419 Obligations under ጪ༅ै༉ɾඦ৻ finance leases b 25(a) 19,120 29,146 Employee retirement ࡗঽͤါС߲ඦ benefit liabilities b 17(b) 1,635 2,034 Deferred tax liabilities Ⴎ֝ೢඖ߲ඦ 18(b) 28,682 12,036
49,437 64,635
NET ASSETS ૱༅ଐ 1,396,997 1,423,849
CAPITAL AND RESERVES ༅̯ʥௐ 26(a)
Share capital ٖ̯ 253,805 252,894 Reserves ௐ 1,033,213 1,052,490
τɁܛTotal equity attributable ̯ʔٖ̇ᚬ to equity shareholders bᎶЌᚬऩᐢᔾ of the Company 1,287,018 1,305,384
Minority interests ʭᅕٖᚬऩ 109,979 118,465
TOTAL EQUITY ᚬऩᐢᔾ 1,396,997 1,423,849
ɀཌྷཌྷȾαʒ˂ɀɊȾˀᏵ໎ԑผ༦Ԏכ Approved and authorised for issue by the Board of Directors on 29th June, 2009 ғೕЗ
۽ڌWinston Yau-lai LO Laurence P. EISENTRAGER ᖓʤᓤ ቭ Director Director ໎ԑ ໎ԑ
ɾȹͫeٲഽȽ̯ল৻ంڃThe notes on pages 78 to 182 form part of these financial statements. 78ϭ182ࠒɾ
71 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
BALANCE SHEET ٲ༅ଐ߲ඦ At 31st March, 2009 (Expressed in Hong Kong dollars) ɀཌྷཌྷȾαɍ˂ɍɊȹˀ˞ಋྫྷ့߮כ
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Note $’000 $’000 $’000 $’000 ഽ ɝʏ ɝʏ ɝʏ ɝʏڃ
ݚ৽༅ଐڈ Non-current assets
Fixed assets ՞ց༅ଐ 13(b) พdᄥָʥذProperty, plant and Ð – equipment bbஉௐ 250,239 179,351 พ 8,825 9,352ذInvestment property Ðҙ༅ –
259,064 188,703
ᙔʔ̇ᚬऩ 14 301,694 271,800ڃ Interest in subsidiaries Employee retirement ࡗঽͤါС༅ଐ benefit assets b 17(b) 3,043 3,629
563,801 464,132
Current assets ݚ৽༅ଐ
Inventories Φஒ 19 120,804 100,457 Trade and other receivables Ꮆνሏಁʥԯˢ bᎶνಁ 20 282,968 247,588 ᙔʔ̇ಁඖڃAmounts due from Ꮆν subsidiaries 22 244,439 231,237 Current tax recoverable ᎶνΑଊ౨ೢඖ 18(a) 5,952 – Bank deposits ႺϷΦಁ 21 90,682 9,963 ೩ࠤඖ͌ 21 182,349 387,329ټʥଊټCash and cash equivalents ଊ
927,194 976,574
Current liabilities ݚ৽߲ඦ
Trade and other payables Ꮆ˟ሏಁʥԯˢ bᎶ˟ಁ 23 280,264 204,383 ᙔʔ̇ಁඖ 22 25,060 11,174ڃ˟Amounts due to subsidiaries Ꮆ Obligations under ጪ༅ै༉ɾඦ৻ finance leases 25(b) 1,165 1,082 Current tax payable Ꮆ˟ଊ౨ೢඖ 18(a) – 12,919
306,489 229,558
Net current assets ૱ݚ৽༅ଐ 620,705 747,016
Total assets less ᐢ༅ଐಕݚ৽ current liabilities b߲ඦᔝ carried forward 1,184,506 1,211,148
72 Annual Report 2008/2009 αం
BALANCE SHEET (CONTINUED) ᙩٲ༅ଐ߲ඦ At 31st March, 2009 (Expressed in Hong Kong dollars) ɀཌྷཌྷȾαɍ˂ɍɊȹˀ˞ಋྫྷ့߮כ
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Note $’000 $’000 $’000 $’000 ഽ ɝʏ ɝʏ ɝʏ ɝʏڃ
Total assets less ᐢ༅ଐಕݚ৽ کcurrent liabilities b߲ඦֻ brought forward 1,184,506 1,211,148
ݚ৽߲ඦڈ Non-current liabilities
Obligations under ጪ༅ै༉ɾඦ৻ finance leases 25(b) 3,348 4,533 Employee retirement ࡗঽͤါС߲ඦ benefit liabilities 17(b) 1,532 1,914 Deferred tax liabilities Ⴎ֝ೢඖ߲ඦ 18(b) 20,660 11,066
25,540 17,513
NET ASSETS ૱༅ଐ 1,158,966 1,193,635
CAPITAL AND RESERVES ༅̯ʥௐ 26(b)
Share capital ٖ̯ 253,805 252,894 Reserves ௐ 905,161 940,741
TOTAL EQUITY ᚬऩᐢᔾ 1,158,966 1,193,635
ɀཌྷཌྷȾαʒ˂ɀɊȾˀᏵ໎ԑผ༦Ԏכ Approved and authorised for issue by the Board of Directors on 29th June, 2009 ғೕЗ
۽ڌWinston Yau-lai LO Laurence P. EISENTRAGER ᖓʤᓤ ቭ Director Director ໎ԑ ໎ԑ
ɾȹͫeٲഽȽ̯ল৻ంڃThe notes on pages 78 to 182 form part of these financial statements. 78ϭ182ࠒɾ
73 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇ CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ٲ၃ᚬऩᛰ৽ For the year ended 31st March, 2009 (Expressed in Hong Kong dollars) ࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀ˅α۹˞ಋྫྷ့߮
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Note $’000 $’000 $’000 $’000 ഽ ɝʏ ɝʏ ɝʏ ɝʏڃ
ȹˀɾᚬऩᐢᔾ 1,423,849 1,345,488˂̒כ Total equity at 1st April
અᆢႏݯᚬऩɾق Net income recognised directly in equity: bνɃ૱ᔾi Exchange differences on ့ࠗಋ˞̔Δਂ ٲᙔʔ̇ল৻ంڃtranslation of the b financial statements of bֺଐ́ɾමЙᔾ subsidiaries outside Hong Kong 26(a) (45,280) 37,308
Profit for the year ̯α۹ึС 244,377 235,981
Total recognised ̯α۹ᆢႏɾνɃ income and expense bʥʻᐢᔾ for the year 199,097 273,289
Attributable to: ᎶЌi τɁܛEquity shareholders Ð̯ʔٖ̇ᚬ – of the Company 190,897 237,470 Minority interests Ðʭᅕٖᚬऩ 8,200 35,819 – 199,097 273,289
(Dividends ٖࢠ 26(a ɐȹα۹ɾכFinal dividend approved ғᙔ in respect of the ḇ౨ٖࢠ previous year (88,278) (67,706) ɐȹα۹ɾכSpecial dividend approved ғᙔ in respect of the bऋПٖࢠ previous year (101,469) (101,054) Interim dividend declared in ۧݢ̯α۹ɾ (respect of the current year bɻ౨ٖࢠ (28,424) (28,315 Dividend paid to minority Ήʭᅕٖݢೕ (shareholders bٖࢠ (16,686) (8,481 (234,857) (205,556)
Ϥଐ́ɾמMovements in equity ΐ༅̯͚ arising from capital bᚬऩᛰ৽i transactions:
Shares issued on exercise of గϷԚᑪٖᚬϤ share options bೕϷٖͫ 26(a) 7,480 9,295 Equity settled share-based ˞ٖͫݯ˟ಁਥᓣ a) 1,428 1,333)26 מtransactions bɾ͚ 8,908 10,628
ɍ˂ɍɊȹˀɾכ Total equity at 31st March bᚬऩᐢᔾ 1,396,997 1,423,849
ɾȹͫeٲഽȽ̯ল৻ంڃThe notes on pages 78 to 182 form part of these financial statements. 78ϭ182ࠒɾ
74 Annual Report 2008/2009 αం CONSOLIDATED CASH FLOW STATEMENT ٲݚ൴ټ၃ଊ For the year ended 31st March, 2009 (Expressed in Hong Kong dollars) ࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀ˅α۹˞ಋྫྷ့߮
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Note $’000 $’000 $’000 $’000 ഽ ɝʏ ɝʏ ɝʏ ɝʏڃ
Operating activities Ꮺݠ৽
С 300,887 291,812ึکProfit before taxation ೢ Adjustments for: ሁኬi พdᄥָʥஉௐذDepreciation of property, Ð – plant and equipment bbɾҗᓿ 102,017 106,851 พɾҗᓿذDepreciation of Ðҙ༅ – investment property 527 526 – Amortisation of interests Ð࣓ኣᏪै༉ܛτ in leasehold land held bbАϬ͂ɾै༉ for own use under bbɠΔᚬऩɾᚫሻ operating leases 300 279 – Amortisation of ÐಲѼ༅ଐɾᚫሻ intangible assets 1,944 – – Interest on bank loans ÐႺϷ൘ಁСࢠ 4,152 5,671 – Finance charges on Ðጪ༅ै༉ඦ৻ɾ obligations under bbল৻͂ finance leases 2,450 3,194 – Interest income ÐСࢠνɃ (6,445) (17,204) พdᄥָذNet (gain)/loss on disposal Ðˮਕ – of property, plant bbʥஉௐɾνऩ and equipment bbþᑋฌ૱ᔾ (1,867) 1,086 Equity settled share-based Ð˞ٖͫݯ˟ಁਥᓣ – payment expenses bbɾ͂ 1,428 1,333 ጪ༅ଐɾʔʐࠤټChange in fair value Ð – of financial assets bbᛰ৽ – (1,294) – Foreign exchange Ð̔මνऩþᑋฌ (gain)/loss (17,728) 9,186
ᛰ৽ɾټOperating profit before ̰߮Ꮺ༜༅ changes in working bᏪึС capital 387,665 401,440
Increase in inventories Φஒᄈ˱ (27,381) (56,119) Increase in trade and ᎶνሏಁʥԯˢᎶ other receivables bνಁᄈ˱ (36,661) (28,385) Increase in trade and Ꮆ˟ሏಁʥԯˢᎶ other payables b˟ಁᄈ˱ 98,757 76,083 Decrease/(increase) ࡗঽͤ⮲С༅ଐ in net employee b૱ᔾಕʭþᄈ˱ retirement benefit assets 450 (1,491)
ټCash generated from Ꮺพ৻ֺଊ operations 422,830 391,528
Tax paid ɰᖔೢඖ – Hong Kong ÐɰᖔࠗಋСೢ Profits Tax paid (39,253) (30,771) – Overseas tax paid Ðɰᖔࣵ̔ೢඖ (21,643) (10,292)
ټNet cash generated from Ꮺݠ৽ֺଊ operating activities b૱ᔾ 361,934 350,465
75 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
CONSOLIDATED CASH FLOW STATEMENT (CONTINUED) ᙩٲݚ൴ټ၃ଊ For the year ended 31st March, 2009 (Expressed in Hong Kong dollars) ࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀ˅α۹˞ಋྫྷ့߮
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Note $’000 $’000 $’000 $’000 ഽ ɝʏ ɝʏ ɝʏ ɝʏڃ
Investing activities ҙ༅ݠ৽
Payment for purchase ᑪൕ࣓ኣᏪै༉ of interests in leasehold bܛτАϬ͂ɾै༉ land held for own use bɠΔᚬऩɾಁඖ under operating lease – (1,863) พdᄥָʥذPayment for purchase ᑪൕ of property, plant bஉௐɾಁඖ and equipment (124,118) (76,357) ᙔʔ̇ڃPayment for acquisition νᑪ of a subsidiary bɾಁඖ 27 (66,816) – พdᄥָʥذProceeds from disposal ˮਕ of property, plant bஉௐֺಁඖ and equipment 3,898 2,013 Placement of bank deposits ณΦಁ౨൚༦ ȹαʑכmaturing after 3 months bɍ˂Ў but within 1 year bɾႺϷΦಁ when placed (93,892) (70,267) Maturity of bank deposits Է౨Φಁ౨൚༦ ȹαʑכmaturing after 3 months bɍ˂Ў but within 1 year bԷ౨ɾႺϷΦಁ when placed 9,190 76,521 ጪ༅ଐֺټProceeds from maturity Է౨ of financial assets bಁඖ – 15,641 Interest received ɰνСࢠ 6,445 17,204
ټNet cash used in ҙ༅ݠ৽ֺ͂ଊ investing activities b૱ᔾ (265,293) (37,108)
Financing activities ጪ༅ݠ৽
ɾټCapital element of finance ɰ˟ጪ༅ै༉ै lease rentals paid b༅̯ͫ (6,986) (9,623) Proceeds from new bank ณᄈႺϷ൘ಁֺ loans bಁඖ 68,888 4,354 Repayment of bank loans ᑹႺϷ൘ಁ (69,615) (39,725) ɾټInterest element of finance ɰ˟ጪ༅ै༉ै lease rentals paid bСࢠͫ (2,450) (3,194) Interest paid ɰ˟Сࢠ (4,152) (5,671) Proceeds from shares గϷԚᑪٖᚬ issued on exercise bೕϷֺٖͫಁඖ of share options 7,480 9,295 τɁܛDividends paid to Ή̯ʔٖ̇ᚬ equity shareholders bݢೕٖࢠ of the Company (218,171) (197,075) Dividends paid to minority Ήʭᅕٖݢೕٖࢠ shareholders (16,686) (8,481)
ټNet cash used in ጪ༅ݠ৽ֺ͂ଊ financing activities b૱ᔾ (241,692) (250,120)
76 Annual Report 2008/2009 αం
CONSOLIDATED CASH FLOW STATEMENT (CONTINUED) ᙩٲݚ൴ټ၃ଊ For the year ended 31st March, 2009 (Expressed in Hong Kong dollars) ࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀ˅α۹˞ಋྫྷ့߮
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Note $’000 $’000 $’000 $’000 ഽ ɝʏ ɝʏ ɝʏ ɝʏڃ
೩ࠤඖ͌ټʥଊټNet (decrease)/increase ଊ in cash and cash bಕʭʼnᄈ˱૱ᔾ equivalents (145,051) 63,237
ʥټCash and cash ̒˂ȹˀɾଊ ೩ࠤඖ͌ټequivalents bଊ at 1st April 529,799 461,726
Effect of foreign මଅᛰ৽ɾᄧᚊ exchange rate changes (5,450) 4,836
ټCash and cash ɍ˂ɍɊȹˀɾଊ ೩ࠤඖ͌ټequivalents bʥଊ at 31st March 21 379,298 529,799
ɾȹͫeٲഽȽ̯ল৻ంڃThe notes on pages 78 to 182 form part of these financial statements. 78ϭ182ࠒɾ
77 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇ NOTES TO THE FINANCIAL STATEMENTS ഽڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES
עa) STATEMENT OF COMPLIANCE (a) ፓԝᐰ)
๑ֺτሬ͂ɾࠗಋল৻ܘܰٲThese financial statements have been prepared in accordance ̯ল৻ం ڬϤᇁႇeࠗಋল৻ంйๅڬwith all applicable Hong Kong Financial Reporting Standards ంйๅ ࠗಋผ߮ʔผཕЗɾֺτሬܢ˳HKFRSs”), which collectively include all applicable individual ȹീ“) dࠗಋผ߮ๅڬHong Kong Financial Reporting Standards, Hong Kong ͂ɾࠗಋল৻ంйๅ ʥࠗಋڬʥᘷcࠗಋʔႏผ߮ࡈڬ Accounting Standards (“HKASs”) and Interpretations issued ͛ଲٲby the Hong Kong Institute of Certified Public Accountants ʔ̇ૈԝɾஃցe̯ল৻ం ֺτࠉʔ̇ᖬԴɐמHKICPA”), accounting principles generally accepted in Hong ሬ͂ɾࠗಋᐲ͚“) ɾׄᚉஃցe̯එڬɐ̟ஃڬKong and the requirements of the Hong Kong Companies ̟ஃ Ordinance. These financial statements also comply with the ྆ઔढ़ɾ˚߬ผ߮ܧ೪ล߸ΣɎe applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing rules”). A summary of the significant accounting policies adopted by the Group is set out below.
The HKICPA has issued certain new and revised HKFRSs that ࠗಋผ߮ʔผɰཕЗߗɳณ߯ʥ࠳ එ̯྆כcԎڬare first effective or available for early adoption for the current ߯ɾࠗಋল৻ంйๅ accounting period of the Group. Note 2 provides information ɾ̯౨ผ߮౨ංࠖώࢽֶ˿Ԝొξઔ එ྆ɾณ̯߯כon any changes in accounting policies resulting from initial ढ़eࠖωᎶ͂ϊ೩ሬ͂ ౨ʥ˞֡ผ߮౨ංɾͨכֺʵߎڬapplication of these developments to the extent that they are ๅ ʑʦٲল৻ం̯כ೪ᛰ৽ɰܧrelevant to the Group for the current and prior accounting Єผ߮ ഽ2eڃכcτᗐ༅ࢿ༗ܮ .periods reflected in these financial statements
ɾᇁႇਥๅٲb) BASIS OF PREPARATION OF THE FINANCIAL (b) ল৻ం) STATEMENTS
The consolidated financial statements for the year ended 31st ࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀ˅α۹ɾ ᙔʔ̇ڃʔ̇ʥԯ̯ܢ˳ٲMarch, 2009 comprise the Company and its subsidiaries ၃ল৻ం (together referred to as the “Group”). ီ̯එ྆e
ࣂܰ˞ዃ̌ι̯Аݯ߮൴ٲThe measurement basis used in the preparation of the financial ᇁႇল৻ం statements is the historical cost basis. ਥๅe
The preparation of financial statements in conformity with ဳଉᄙΕᇁႇଲࠗಋল৻ంйๅ ೪ᎶܧࣂАˮผᄧᚊผ߮ٲɾল৻ంڬ ,HKFRSs requires management to make judgements estimates and assumptions that affect the application of ͂c˞ʥ༅ଐd߲ඦdνɃʥʻˮɾం ᔾɾРᒾdЅ߮ʥஉeϊ೩Ѕ߮ټpolicies and reported amounts of assets, liabilities, income й ᗐஉ࣓ܰኣ˞֡ဳଉᄙΐޚand expenses. The estimates and associated assumptions ʥ are based on historical experience and various other factors ᎶࣂੱؗႏݯଉɾΛඖԯˢΐॖА that are believed to be reasonable under the circumstances, ˮcԯ࿚ιဳଉᄙΕಲؒԗԯ ༅ଐၤ߲ඦɾሏࠍࠤࣂكthe results of which form the basis of making the judgements ˢபЩࣂ about carrying values of assets and liabilities that are not ֺАˮРᒾɾਥᓣeྡྷ˿ॶτП Ѕ߮ᅕᔾeכ readily apparent from other sources. Actual results may differ from these estimates. 78 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
ɾᇁႇਥๅٲb) BASIS OF PREPARATION OF THE FINANCIAL (b) ল৻ం) STATEMENTS (CONTINUED) ᙩ
The estimates and underlying assumptions are reviewed on ဳଉᄙผɺᒾᄗቇΈඖЅ߮ޚᗐ an ongoing basis. Revisions to accounting estimates are உe࠱ߗผ߮Ѕ߮ɾ࠳߯̋ᄧᚊܺȹ౨ ผΕ౨ංʑᆢႏcֶΣڏrecognised in the period in which the estimate is revised if the ංcԯᄧᚊ ڬrevision affects only that period, or in the period of the revision ࠳߯ྦྷ౨̰Ԟ౨ංяτᄧᚊc and future periods if the revision affects both current and future ΕАˮ࠳߯ɾ౨ං̰Ԟ౨ංᆢႏe periods.
ڬJudgements made by management in the application of τᗐဳଉᄙΕᎶ͂ࠗಋল৻ంйๅ τࠇɣᄧᚊɾРٲHKFRSs that have significant effect on the financial statements ࣂֺАˮྦྷল৻ం and estimates with a significant risk of material adjustment in ᒾc˞ʥАˮ˿ॶΕɎα۹࿚ιࠇɣሁ ഽڃכthe next year are discussed in note 35. ኬࠓ፮ɾЅ߮ɾদሃʑࢀc༗ 35e
ᙔʔ̇ʥʭᅕٖᚬऩڃ (c) SUBSIDIARIES AND MINORITY INTERESTS (c)
ᙔʔ̇ݯ̯එֺ྆ઁԹɾྡྷe̯ڃ Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and එ྆τᚬҺցྡྷɾলܧʥᏪܧ೪ ܛඑ྆ɰ̯ڬoperating policies of an entity so as to obtain benefits from its ϤϬԯݠ৽ᏵՅСऩc ിЅઁԹࣂcଊכactivities. In assessing control, potential voting rights that τྡྷɾઁԹᚬe presently are exercisable are taken into account. ࣂ˿ϷԚɾᅶΕҙᚬɰ့߮Εʑe
ᙔʔ̇ɾҙ༅ͅઁԹᚬնτࢽڃכ An investment in a subsidiary is consolidated into the ၃ল৻̯כconsolidated financial statements from the date that control ˀ౨ϭҢˀ౨˅౨ං ၃Ƀሏeඑ྆ʑʔ̇ɾංɾٲcommences until the date that control ceases. Intra-group ం ֺଐ́ɾͨЄ̰ᛰଊמc˞ʥ͚מbalances and transactions and any unrealised profits arising ͚ ࣂͲᅕ࿁ٲᇁႇ၃ল৻ంכfrom intra-group transactions are eliminated in full in preparing ึСcя the consolidated financial statements. Unrealised losses ሻeΣಲಕࠤᖬኣcඑ྆ʑʔ̇ɾංɾ ޚᛰଊνऩ̰ܘଐ́ɾ̰ᛰଊᑋฌמresulting from intra-group transactions are eliminated in the ͚ same way as unrealised gains but only to the extent that there ɾʿβ࿁ሻe is no evidence of impairment.
79 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
ᙔʔ̇ʥʭᅕٖᚬऩڃ (c) SUBSIDIARIES AND MINORITY INTERESTS (c) (CONTINUED) ᙩ
અֶ༦قʔ̯̇ڈܞMinority interests represent the portion of the net assets of ʭᅕٖᚬऩܰ ᙔʔ̇૱༅ଐɾڃᙔʔ̇ංઅኟτɾڃ subsidiaries attributable to equity interests that are not owned by the Company, whether directly or indirectly through ᚬऩͫcϤ̯එ྆Ԏ̰ၤτᗐᚬऩܛ ಁc˥̯එ྆ኬૈ˱ڃsubsidiaries, and in respect of which the Group has not agreed τɁԾցͨЄ ጪ߲ඦցຮɾټany additional terms with the holders of those interests which ྦྷ೩ᚬऩଐ́ଲ would result in the Group as a whole having a contractual ຮ৻eʭᅕٖᚬऩΕ၃༅ଐ߲ඦ τɁܛɾᚬऩͫʑcၤ̯ʔٖ̇ᚬٲ obligation in respect of those interests that meets the definition of a financial liability. Minority interests are presented in the ᎶЌᚬऩʗеͶeʭᅕֺٖЌ̯එ ˞еͶcٲconsolidated balance sheet within equity, separately from ྆พᐜɾᚬऩΕ၃ฌऩం ʭᅕٖכequity attributable to the equity shareholders of the Company. ᛷ̯͐α۹ɾᐢึСֶᑋฌ τɁɾංɾʗeܛMinority interests in the results of the Group are presented on ᚬऩၤ̯ʔٖ̇ᚬ the face of the consolidated income statement as an allocation of the total profit or loss for the year between minority interests and the equity shareholders of the Company.
ᙔʔ̇ᚬऩڃWhere losses applicable to the minority exceed the minority’s ࠱ʭᅕٖᎶЌᑋฌ൚ˮ interest in the equity of a subsidiary, the excess, and any ɻɾʭᅕٖᚬऩcֺ൚ˮɾಁᔾʥͨ ̯כfurther losses applicable to the minority, are charged against ЄʭᅕٖᎶЌɾ൬ȹүᑋฌcੀ the Group’s interest except to the extent that the minority has එ྆ɾᚬऩɻκcʭᅕٖՇҢ a binding obligation to, and is able to, make additional ɎτஐͨʥॶɈАˮᔾ̔ҙ༅˞Ꮄτ ፣ึ܃ᙔʔ̇ԯڃinvestment to cover the losses. If the subsidiary subsequently ᗐᑋฌ̔e࠱ قreports profits, the Group’s interest is allocated all such profits СcτᗐึСੀͲᅕʗʀ̯එ྆c එֺ྆ʗኪɾʭᅕٖᎶЌᑋ̯کuntil the minority’s share of losses previously absorbed by ϭɾ the Group has been recovered. ฌᏵᎴݯ˅e
ᙔʔ̇ɾڃֺ͐ɾٲIn the Company’s balance sheet, an investment in a subsidiary ̯ʔ̇ɾ༅ଐ߲ඦ ഽڃι̯ࠤಕ˾ಕࠤᑋฌӮܘis stated at cost less impairment losses (see note 1(i)). ҙ༅cܰ 1(i)܃Ͷሏe
(d) GOODWILL (d) ਆᙷ
כพԡɾι̯൚༦̯එ྆ͬܞGoodwill represents the excess of the cost of a business ਆᙷ combination over the Group’s interest in the net fair value of νᑪʿɾ˿ᖫП༅ଐd߲ඦʥֶಳ߲ඦ the acquiree’s identifiable assets, liabilities and contingent ɾʔʐࠤ૱ᔾɻֺЌᚬऩɾͫe liabilities.
Goodwill is stated at cost less accumulated impairment losses. ਆᙷܘι̯ࠤಕ˾ୃ߮ಕࠤᑋฌ܃Ͷ Ұכଐ́௰ϽcԎټGoodwill is allocated to cash-generating units and is tested ሏeਆᙷʗϭଊ ഽ1(i)eڃannually for impairment (see note 1(i)). α൬ϷಕࠤಡӮ
80 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
(d) GOODWILL (CONTINUED) (d) ਆᙷᙩ
νᑪʿɾ˿ᖫП༅ଐd߲ඦכAny excess of the Group’s interest in the net fair value of the ̯එ྆ acquiree’s identifiable assets, liabilities and contingent liabilities ʥֶಳ߲ඦɾʔʐࠤ૱ᔾɻֺЌᚬऩc over the cost of a business combination is recognised ൚༦ͬพԡɾι̯ɾͨЄͫੀЩࣂ ฌऩʑᆢႏeכ .immediately in profit or loss
ଐ́௰Ͻࣂc့߮ˮਕɾฌऩټOn disposal of a cash generating unit, any attributable amount ˮਕଊ ᔾeټof purchased goodwill is included in the calculation of the ࣂੀ߮ɃᑪɃਆᙷɾͨЄᎶЌ profit or loss on disposal.
พذe) INVESTMENT PROPERTY (e) ҙ༅)
νɃʥʼnֶݯټݯᑨՅैܞพܰذInvestment properties are land and/or buildings which are ҙ༅ τɾɠܛowned or held under a leasehold interest (see note 1(h)) to ༅̯ᄈࠤϤኟτֶ˞ै༉ᚬऩ ഽ1(h)eڃearn rental income and/or for capital appreciation. ΔʥʼnֶᅢΧӮ
ጪ˞ܘพȽذτɾҙ༅ܛInvestment properties held under operating leases are ࣓ኣᏪै༉ ذഽ1(h)eҙ༅ڃτঁɃሏӮܛaccounted for as if it was held under a finance lease (see ༅ै༉ note 1(h)). Investment properties are stated in the balance พܘι̯ࠤಕ˾ୃ߮җᓿʥಕࠤᑋฌӮ eٲতɃ༅ଐ߲ඦ܃(ഽ1(iڃ sheet at cost less accumulated depreciation and impairment losses (see note 1(i)).
พι̯Ε̰։ै༉౨ذDepreciation is calculated to write off the cost of investment җᓿȽੀҙ༅ properties using the straight-line method over the shorter of ʥԯЅ߮˿Ԛ͂α౨ɺ൚༦50αԭّ ᇃ့ؒ߮Ϥ࿁ሻeق˞the unexpired term of lease and their estimated useful lives, ɻ༖౨ං being no more than 50 years.
พɾ˿Ԛ͂αذThe useful life of investment properties is reviewed annually. ̯ʔ̇ผҰαᏎদҙ༅ ౨e
ഽ1(r)(iii)ֺ߸ڃܘνɃȽټพɾैذRental income from investment properties is accounted for ҙ༅ as described in note 1(r)(iii). ʿβɃሏe
พdᄥָʥஉௐذ (f) PROPERTY, PLANT AND EQUIPMENT (f)
ι̯ࠤಕܘพdᄥָʥஉௐඖ͌ذThe following items of property, plant and equipment are ɎͶ ত܃(ഽ1(iڃstated in the balance sheet at cost less accumulated ˾ୃ߮җᓿʥಕࠤᑋฌӮ iٲdepreciation and impairment losses (see note 1(i)): Ƀ༅ଐ߲ඦ
–Freehold land and buildings; Ð ̷ɔพᚬɾɠΔʥᅢΧh
ԯכۺτɾɠΔʥܛLand held under operating leases and buildings thereon, Ð ࣓ኣᏪै༉ – where the fair values of the leasehold interest in the ɐɾᅢΧcϤτᗐɠΔʥᅢΧɾै ༉նࣂैכland and buildings cannot be measured separately at ༉ᚬऩɾʔʐࠤಲؒ ฟڈthe inception of the lease and the building is not clearly ʗ߮൴c˞ʥτᗐᅢΧԎ ഽڃτӮܛheld under an operating lease (see note 1(h)); Δ࣓ኣᏪै༉ 1(h)h 81 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
พdᄥָʥஉௐذ (f) PROPERTY, PLANT AND EQUIPMENT (f) (CONTINUED) ᙩ
АϬ͂ɾᅢΧcܛ༉ɠΔϤैכBuildings held for own use which are situated on Ð Ͻ – ༉͓߯ࣂၤैכ˿leasehold land, where the fair value of the building could ϤᅢΧɾʔʐࠤ ڃbe measured separately from the fair value of the ै༉ɠΔɾʔʐࠤʗ߮൴Ӯ leasehold land at the inception of the lease (see ഽ1(h)hʥ note 1(h)); and
Other items of plant and equipment. Ð ԯˢᄥָʥஉௐඖ͌e –
พdᄥָʥஉௐඖֺ͌ଐذGain or loss arising from the retirement or disposal of an item ంᄠֶˮਕ ᑋݯˮਕඖֺ͌ಁඖ૱ᔾၤޔof property, plant and equipment are determined as the ́ɾ ంᄠֶˮਕכdifference between the net disposal proceeds and the carrying ඖ͌ሏࠍࠤɾᔾcԎ amount of the item and are recognised in profit or loss on the ˀΕฌऩʑᆢႏe date of retirement or disposal.
พdᄥָʥஉௐඖ͌ɾι̯ذܘDepreciation is calculated to write off the cost of items of җᓿȽ property, plant and equipment, less their estimated residual ಕ˾ԯЅ߮ძࠤΣτcΕԯЅ߮ ᇃؒ˞ɎͶʿβ࿁قvalue, if any, using the straight line method over their estimated ˿Ԛ͂α౨ઔ͂ useful lives as follows: ሻi
(i) Leasehold land and buildings are depreciated over the (i) ै༉ɠΔʥᅢΧܘ̰։ै༉౨ʥ shorter of the unexpired term of lease and their Ѕ߮˿Ԛ͂α౨ԭّɻɾ༖ّҗ estimated useful lives, being no more than 50 years. ᓿcɺ൚༦50αe
No depreciation is provided for freehold land. ̷ɔพᚬɾɠΔɺ߮ొҗᓿe
ɔพᚬɾɠΔɐؿᅢΧ˞ɺ൚̷כ (ii) Buildings situated in freehold land are depreciated over (ii) their estimated useful lives, being no more than 25 years. ༦25αɾЅ߮˿Ԛ͂α౨җᓿe
Ɏαଅi˞ܘiii) Other plant and equipment at the following rates: (iii) ԯˢᄥָʥஉௐ)
Factory machinery and equipment 6 - 25% ɮᄥዀኂʥஉௐ 6 - 25% Fixtures, furniture and office equipment 9 - 33% ສd்ᯫʥፒʔ۩உௐ 9 - 33% Motor vehicles 18 - 25% Ӂӹ 18 - 25%
พdᄥָʥஉௐɻɾɺͫذWhere parts of an item of property, plant and equipment have ࠱ȹඖ different useful lives, the cost of the item is allocated on a τɺɾ˿Ԛ͂α౨cඖ͌ɾι̯ੀ ዟ͓ڬreasonable basis between the parts and each part is ଉΔʗϭΈͫcϤΈͫ depreciated separately. ߮ొҗᓿe
Both the useful life of an asset and its residual value, if any, ༅ଐɾ˿Ԛ͂α౨ʥԯძࠤΣτ ҰαᏎদeכare reviewed annually. ੀ 82 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
(g) INTANGIBLE ASSETS (OTHER THAN (g) ಲѼ༅ଐਆᙷ̔ GOODWILL)
Intangible assets that are acquired by the Group are stated in ̯එ྆νᑪɾಲѼ༅ଐܘι̯ࠤಕ˾ୃ the balance sheet at cost less accumulated amortisation ߮ᚫሻ࠱Ѕ߮˿Ԛ͂α౨τࠉʥಕࠤ ഽ1(i)eڃӮٲতɃ༅ଐ߲ඦ܃where the estimated useful lives are finite) and impairment ᑋฌ) losses (see note 1(i)).
כAmortisation of intangible assets with finite useful lives is Ԯττࠉ˿Ԛ͂α౨ɾಲѼ༅ଐᚫሻ ฌऩכᇃؒق˞charged to profit or loss on a straight-line basis over the ༅ଐЅ߮˿Ԛ͂α౨ʑ assets’ estimated useful lives. The following intangible assets ʑκeɎͶԮττࠉ˿Ԛ͂α౨ɾಲ with finite useful lives are amortised from the date they are Ѽ༅ଐϬԯ˿ԜԚ͂ˀᚫሻcԯЅ available for use and their estimated useful lives are as follows: ߮˿Ԛ͂α౨ΣɎi
ಶΊီ 20αۂ Brand name 20 years Ð – Customer list 7 years Ð ۪ʸΊ௰ 7α –
ҰαᏎদeכBoth the period and method of amortisation are reviewed ᚫሻɾ౨ංʥʿؒя annually.
(h) LEASED ASSETS (h) ै༉༅ଐ
An arrangement, comprising a transaction or a series of ࠱̯එ྆ᔤցȹඖΪખԮτΕԾց౨ࠉ transactions, is or contains a lease if the Group determines ʑ༦ʻ˟ȹ೫ֶȹӡͶಁඖcϤᏵ that the arrangement conveys a right to use a specific asset Ԛ͂ܺȹऋց༅ଐֶΛඖऋց༅ଐɾ ȹӡͶֶ͚מΪખͅȹր͚ڬor assets for an agreed period of time in return for a payment ᚬСc ༉eᔤցȽ࣓ैܢ˳ιݯै༉ֶୂמ or a series of payments. Such a determination is made based on an evaluation of the substance of the arrangement and is ኣΪખɾʑࢀിЅϤАˮcϤɺሃΪખ Ѽβe܁regardless of whether the arrangement takes the legal form ܰЯԮௐै༉ɾؒ of a lease. i) Classification of assets leased to the (i) ̯එֻ྆ैɾ༅ଐɾʗᗘ) Group
Assets that are held by the Group under leases which ߗ̯එ࣓྆ኣै༉ܛτ༅ଐcϤτ transfer to the Group substantially all the risks and ᗐै༉ੀኟτ༅ଐɾɣͫࠓ rewards of ownership are classified as being held under ፮ʥం༭ᔝʀ̯එ྆cτᗐ༅ଐᓊ τɾ༅ଐeԎܛfinance leases. Leases which do not transfer ᗘݯ࣓ኣጪ༅ै༉ substantially all the risks and rewards of ownership to ̰ੀኟτ༅ଐɾɣͫࠓ፮ʥం ᓊᗘݯڬthe Group are classified as operating leases, with the ༭ᔝʀ̯එ྆ɾै༉c following exceptions: Ꮺै༉cɎͶԭඖ̔i
83 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
(h) LEASED ASSETS (CONTINUED) (h) ै༉༅ଐᙩ i) Classification of assets leased to the (i) ̯එֻ྆ैɾ༅ଐɾʗᗘ) Group (continued) ᙩ
–Property held under operating leases that would Ð ˞Ꮺै༉ܛτЎΕԯˢʿ ذพցຮɾذotherwise meet the definition of an investment ࠍяଲҙ༅ พɾਥๅᓊذҰඖܘproperty is classified as an investment property พcผ พcϤ࠱ߗᓊᗘذon a property-by-property basis and, if classified ᗘݯҙ༅ ผΣ˞ጪ༅ڬพcذas investment property, is accounted for as if held ݯҙ༅ under a finance lease; and ै༉ܛτঁɃሏhʥ
– Land held for own use under an operating lease, Ð ˞Ꮺै༉ܛτАϬ͂cЎ where the fair value of the land cannot be ಲؒΕै༉նࣂੀɠΔɾ ԯɐɾᅢΧɾכۺmeasured separately from the fair value of a ʔʐࠤၤ building situated thereon at the inception of the ʔʐࠤʗ߮൴ɾɠΔܰܘ lease, is accounted for as being held under a ˞ጪ༅ै༉ܛτʿβɃሏc finance lease, unless the building is also clearly ฟΔ˞Ꮺै༉ܛτɾ held under an operating lease. For these ᅢΧ̔eగϊϤӰcै༉ purposes, the inception of the lease is the time ɾնࣂංܰܞ̯එ྆ࠖω Ɂैֻکthat the lease was first entered into by the Group, ͓߯ै༉ࣂcֶϬ or taken over from the previous lessee. અνᅢΧࣂe
(ii) Assets acquired under finance leases (ii) ˞ጪ༅ै༉ᑪɃɾ༅ଐ
Where the Group acquires the use of assets under ࠱ߗ̯එ྆Ƚ˞ጪ༅ै༉Յ༅ଐ ༉༅ଐैכޚผੀڏfinance leases, the amounts representing the fair value ɾԚ͂c of the leased assets, or, if lower, the present value of ʔʐࠤֶ೩༅ଐɾГै༉˟ಁ พdذthe minimum lease payments of such assets are ଊࠤΣݯ༖Гɾᅕᔾ߮Ƀ Ꮆ߲ඦɺ߮লޚincluded in property, plant and equipment and the ᄥָʥஉௐcϤ ɃሏͶݯጪ༅ै༉ɾඦڬcorresponding liabilities, net of finance charges, are ৻͂ ᗐޚᗐै༉౨ֶޚכܘrecorded as obligations under finance leases. ৻eҗᓿȽ Depreciation is provided at rates which write off the cost ༅ଐɾ̰։ै༉౨ʥԯЅ߮˿Ԛ of the assets over the term of the relevant lease or, over ͂α౨ԭّɾɻ༖ّɺ൚༦50 the shorter of the unexpired term of lease and their αɾˈଅ࿁ሻ༅ଐι̯cֶ࠱̯ ڬestimated useful lives, being no more than 50 years, or එ྆τ˿ॶੀᏵ༅ଐኟτᚬc ഽ1(e)ʥڃwhere it is likely the Group will obtain ownership of the ݯ༅ଐ˿͂αࠉcӮ asset, the life of the asset, as set out in notes 1(e) and 1(f)e 1(f).
ഽ1(i)ֺ༗ɾผ߮ڃImpairment losses are accounted for in accordance with ಕࠤᑋฌผ࣓ኣ the accounting policy as set out in note 1(i). Finance ܧ೪Ƀሏeै༉˟ಁʑфɾল৻ charges implicit in the lease payments are charged to ͂ผ߮Ƀै༉౨ʑɾฌऩc˞ԚҰ profit or loss over the period of the leases so as to ผ߮౨ංඦ৻ᔾɾց౨ցᔾκ produce an approximately constant periodic rate of ಕˈଅɣߎɐޚe charge on the remaining balance of the obligations for 84 each accounting period. Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
(h) LEASED ASSETS (CONTINUED) (h) ै༉༅ଐᙩ
(iii) Operating lease charges (iii) Ꮺै༉͂
Where the Group has the use of assets held under ࠱ߗ̯එ྆Ƚ˞Ꮺै༉Ԛ͂༅ ༉ैכ࣓ኣै༉ʻ˟ɾಁඖڬoperating leases, payments made under the leases are ଐc charged to profit or loss in equal instalments over the ౨ֺ૪ၰɾผ߮౨ංʑc˞೩ᔾΕ accounting periods covered by the lease term. ฌऩʑκe
The cost of acquiring land held under an operating lease ࣓ኣᏪै༉ᑪɃɾɠΔɾι̯c ౨ᚫሻeಕࠤᑋฌैܘᇃؒق˞is amortised on a straight-line basis over the period of Ƚ ೪ᆢႏeܧഽ1(i)ֺ༗ɾผ߮ڃthe lease term. Impairment losses are recognised in ࣓ኣ accordance with the accounting policy set out in note 1(i).
(i) IMPAIRMENT OF ASSETS (i) ༅ଐಕࠤ
(i) Impairment of receivables (i) Ꮆνಁɾಕࠤ
ι̯ࠤֶܘΈ့ˀᏎদכReceivables that are stated at cost or amortised cost ̯එ྆ are reviewed at each balance sheet date to determine ᚫሻι̯ͶሏɾᎶνಁc˞ᆢցܰ whether there is objective evidence of impairment. Яˮଊಕࠤɾ۪ᜮᖬኣeಕࠤɾ۪ එ྆؇෮Է˞Ɏȹඖ̯ܢ˳Objective evidence of impairment includes observable ᜮᖬኣ data that comes to the attention of the Group about ֶΛඖᑋฌԑඖɾᛷടᅕኣi one or more of the following loss events:
– Significant financial difficulty of the debtor; Ð ඦ৻Ɂτࠇɣল৻шᗒh
Сࢠֶ̯˄הAbreach of contract, such as a default or Ð ༢ʦcΣ– ᑹಁhټ ;delinquency in interest or principal payments
It becoming probable that the debtor will enter Ð ඦ৻Ɂ˿ॶवଐֶ൬Ϸԯˢ – bankruptcy or other financial reorganisation; and ল৻ࠇୂhʥ
܁Significant changes in the technological, market, Ð ޫҌd̟dᏜֶؒ – economic or legal environment that have an ྊτࠇɣҝᛰ˞ߎྦྷඦ৻Ɂ adverse effect on the debtor. ιɺСᄧᚊe
85 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
(i) IMPAIRMENT OF ASSETS (CONTINUED) (i) ༅ଐಕࠤᙩ
(i) Impairment of receivables (continued) (i) Ꮆνಁɾಕࠤᙩ
If any such evidence exists, any impairment loss is ࠱τͨЄ೩ᖬኣΦΕcΣҗଊɾ ܘڬЄಕࠤᑋฌͨڬmeasured as the difference between the asset’s carrying ᄧᚊᙔࠇɣc amount and the present value of estimated future cash ༅ଐɾሏࠍࠤၤԚ͂༅ଐɾࡈ߯ྡྷ ݚ൴ټflows, discounted at the asset’s original effective interest СଅϤҗଊɾЅ̰߮Ԟଊ rate, where the effect of discounting is material. This ɾଊࠤɾංɾᔾ߮൴eΣܘᚫሻ ጪ༅ଐԮௐᗘЍɾࠓټassessment is made collectively where financial assets ι̯Ͷሏɾ carried at amortised cost share similar risk ፮ऋᄩcԝΣᗘЍɾ༩౨ੱؗʥԎ τᗐɾിڬcharacteristics, such as similar past due status, and ̰ПിЅݯಕࠤc ጪ༅ଐɾ̰Ԟଊټhave not been individually assessed as impaired. Future Ѕผͳ൬Ϸe ݚ൴ผ࣓ኣၤ೩༅ଐԮτᗘЍټ cash flows for financial assets which are assessed for ൘ࠓ፮ऋᄩ༅ଐɾ༦֡ᑋฌੱؗڌ impairment collectively are based on historical loss experience for assets with credit risk characteristics ͳിЅಕࠤe similar to the collective group.
౨ංಕ܃֡כᔾټIf in a subsequent period the amount of an impairment ࠱ಕࠤᑋฌɾ loss decreases and the decrease can be linked ʭcϤτᗐಕʭ˿۪ᜮΔၤᆢႏಕ ಕڬೕ́ɾԑͧτᐲᖎc܃objectively to an event occurring after the impairment ࠤᑋฌ ฌऩᅆΑeᅆΑಕࠤᑋฌכloss was recognised, the impairment loss is reversed ࠤᑋฌ ˞ߗכthrough profit or loss. A reversal of an impairment loss ɺᎶʵߎ༅ଐɾሏࠍࠤঢ় shall not result in the asset’s carrying amount exceeding ֡α۹ԎಲᆢႏಕࠤᑋฌࣂࡈᎶᔤ ᔾeټthat which would have been determined had no ցɾ impairment loss been recognised in prior years.
Ꮆ༅ଐ࿁ሻcޚઅၤقImpairment losses are written off against the ಕࠤᑋฌ ᎶνሏಁʥԯˢᎶνಁɻɾכcorresponding assets directly, except for impairment గͶ losses recognised in respect of trade debtors and bills ᎶνሏಁʥᎶνኣֺᆢႏɾಕࠤ receivable included within trade and other receivables, ᑋฌcԯνΑੱؗᙔΦဘϤɺಠঃ АПሃeΕϊੱؗɎcвሏڬwhose recovery is considered doubtful but not remote. ّc In this case, the impairment losses for doubtful debts ɾಕࠤᑋฌ༦ᅆௐሏত፣e̯ ढ़νΑዀผಠঃc഼ݯಲڌare recorded using an allowance account. When the එ྆ અΕᎶνሏಁʥقᔾผټGroup is satisfied that recovery is remote, the amount ؒνΑɾ considered irrecoverable is written off against trade Ꮆνኣɻ࿁ሻcϤͨЄͶɃᅆௐ ᔾผᅆΑeټdebtors and bills receivable directly and any amounts ሏၤϊඦඖτᗐɾ ɰΕᅆௐሏɻκکߗνΑɾ܃held in the allowance account relating to that debt are ԯ ผΕᅆௐሏɻᅆΑeᅆڬᔾcټreversed. Subsequent recoveries of amounts previously ɾ کνΑɾ܃charged to the allowance account are reversed against ௐሏʑɾԯˢᛰ৽ʥԯ ฌऩʑᆢႏeכᔾټઅ࿁ሻɾقthe allowance account. Other changes in the allowance ɰ account and subsequent recoveries of amounts previously written off directly are recognised in profit or loss. 86 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
(i) IMPAIRMENT OF ASSETS (CONTINUED) (i) ༅ଐಕࠤᙩ
(ii) Impairment of other assets (ii) ԯˢ༅ଐɾಕࠤ
Ұ့ˀᏎদʑʥ̔כInternal and external sources of information are reviewed ̯එ྆ at each balance sheet date to identify indications that ං༅ࢿc˞ᆢցɎͶ༅ଐτЯˮଊ the following assets may be impaired or except in the ಕࠤ༌ോcֶ༦֡ɰᆢႏɾಕࠤᑋ case of goodwill, an impairment loss previously ฌɺʹΦΕֶɰಕʭਆᙷ̔i recognised no longer exists or may have decreased:
พdᄥָʥஉௐhذ Property, plant and equipment; Ж
พhذInvestment property; Ð ҙ༅ –
– Interests in leasehold land held for own use under Ð ࣓ኣᏪै༉ܛτАϬ͂ɾ operating leases; ै༉ɠΔᚬऩh
ᙔʔ̇ᚬऩhڃ Interest in subsidiaries; Ð –
– Intangible assets; and Ð ಲѼ༅ଐhʥ
– Goodwill. Ð ਆᙷe
ผЅ߮ඖڬIf any such indication exists, the asset’s recoverable ࠱τͨЄಕࠤ༌ോc ᔾeϊ̔cగਆᙷټamount is estimated. In addition, for goodwill, the ༅ଐɾ˿νΑ recoverable amount is estimated annually whether or ϤӰcɺሃܰЯτͨЄಕࠤ༌ോΦ ᔾeټҰαЅ߮ԯ˿νΑכnot there is any indication of impairment. Εc͛
ᔾټCalculation of recoverable amount Ð ့߮˿νΑ –
ᔾݯԯਕძټThe recoverable amount of an asset is the greater ༅ଐɾ˿νΑ of its net selling price and value in use. In ૱ᔾʥԚ͂ძࠤԭّɻɾ༖ ിЅԚ͂ძࠤࣂcכassessing value in use, the estimated future cash ঢ়ّe җଊଅੀЅ߮کflows are discounted to their present value using ผԚ͂ೢ ݚ൴җଊϭଊࠤeټa pre-tax discount rate that reflects current market ̰Ԟଊ ࣂֺി̟ܮassessments of time value of money and the risks җଊଅʦ specific to the asset. Where an asset does not Ѕɾஒྫྷࣂංძࠤ༅ଐ generate cash inflows largely independent of ɾዟτࠓ፮e࠱П༅ଐֺ ݚɃਥ̯ɐɺॶټthose from other assets, the recoverable amount ଐ́ɾଊ ԯˢ༅ଐֺଐ́ɾଊכis determined for the smallest group of assets that ዟ͓ ټగዟ͓ଐ́ଊڬݚɃcټ -generates cash inflows independently (i.e. a cash ټgenerating unit). ݚɃɾɩ༅ଐୂЩଊ ᔾeټଐ́௰Ͻᔤց˿νΑ 87 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
(i) IMPAIRMENT OF ASSETS (CONTINUED) (i) ༅ଐಕࠤᙩ
(ii) Impairment of other assets (continued) (ii) ԯˢ༅ଐɾಕࠤᙩ
– Recognition of impairment losses Ð ᆢႏಕࠤᑋฌ
ଐ́௰ټAn impairment loss is recognised in profit or loss ༅ଐֶԯֺᙔɾଊ ټԯ˿νΑכwhenever the carrying amount of an asset, or the Ͻɾሏࠍࠤঢ় ฌऩᆢႏಕࠤכผڬcash-generating unit to which it belongs, exceeds ᔾࣂc ଐ́௰Ͻᆢႏټits recoverable amount. Impairment losses ᑋฌeగଊ ڨrecognised in respect of cash-generating units are ɾಕࠤᑋฌผࠖͱʗʀ ଐ́௰Ͻټallocated first to reduce the carrying amount of ಕɰʗϭଊ any goodwill allocated to the cash-generating unit ֶȹୂ௰ϽɾͨЄਆᙷɾ ಕڨԝˈܘ܃or group of units) and then, to reduce the carrying ሏࠍࠤcಳ) amount of the other assets in the unit (or group ௰Ͻֶȹୂ௰Ͻʑԯˢ༅ of units) on a pro rata basis, except that the ଐɾሏࠍࠤc༅ଐሏࠍࠤ ԯዟ͓ɾʔכcarrying value of an asset will not be reduced ɺ˿ɎሁϭГ below its individual fair value less costs to sell, or ʐࠤಕ˾ሻਕιֶ̯Ԛ͂ძ value in use, if determinable. ࠤΣॶᔤցe
– Reversals of impairment losses Ð ಕࠤᑋฌᅆΑ
In respect of assets other than goodwill, an గਆᙷ˞̔ɾ༅ଐϤӰc࠱ ᔾɾЅ߮ټimpairment loss is reversed if there has been a ͂˞ᔤց˿νΑ ผੀಕڬfavourable change in the estimates used to ೕ́τСɾᛰʝc determine the recoverable amount. An impairment ࠤᑋฌᅆΑeਆᙷɾಕࠤᑋ loss in respect of goodwill is not reversed. ฌɺ˿ᅆΑe
࠱כA reversal of an impairment loss is limited to the ֺᅆΑɾಕࠤᑋฌඩࠉ ༦֡α۹ᆢႏಕࠤכasset’s carrying amount that would have been ߗԎಲ determined had no impairment loss been ᑋฌϤ˿ᔤցɾ༅ଐሏࠍ recognised in prior years. Reversals of impairment ࠤeֺᅆΑɾಕࠤᑋฌΕᆢ losses are credited to profit or loss in the year in ႏᅆΑɾα۹ʑ߮Ƀฌऩe which the reversals are recognised.
(j) INVENTORIES (j) Φஒ
ι̯ࠤʥ˿ᛰଊ૱ࠤԭّɻɾ༖ܘInventories are carried at the lower of cost and net realisable Φஒ value. ГّɃሏe
ܢ˳Cost is calculated using the first-in-first-out method and ι̯ࠤȽ˞ͱɃͱˮʿ့ؒ߮cԎ comprises all costs of purchase, costs of conversion and other ֺτᑪஒι̯d˱ɮι̯ʥੀΦஒ༜֡ ɾԯˢιྸرcosts incurred in bringing the inventories to their present ԯଊࣂΔᒨʥ༠ϭଊτ location and condition. ̯e 88 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
(j) INVENTORIES (CONTINUED) (j) Φஒᙩ
Net realisable value is the estimated selling price in the ordinary ˿ᛰଊ૱ࠤܞ̳พ৻ɻɾЅ߮ਕძಕ ɾЅ߮ι̯ʥ൬Ϸሻਕֺמcourse of business less the estimated costs of completion ˾ѧι͚ and the estimated costs necessary to make the sale. ɾЅ߮ι̯e
τᗐνɃᆢႏכWhen inventories are sold, the carrying amount of those ˮਕΦஒࣂcԯሏࠍࠤ ᔾ࿁ಕϭټinventories is recognised as an expense in the period in which ౨ʑᆢႏݯʻeͨЄΦஒ ࿁ಕכthe related revenue is recognised. The amount of any write- ˿ᛰଊ૱ࠤʥΦஒɾֺτᑋฌя down of inventories to net realisable value and all losses of ֶᑋฌɾೕ́౨ʑᆢႏݯʻe࠱Φஒ ᅆΑˮଊ౨כڬinventories are recognised as an expense in the period the ɾ࿁ಕˮଊͨЄᅆΑc write-down or loss occurs. The amount of any reversal of any ʑੀ͂Аಕᔾᆢႏe write-down of inventories is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.
(k) RECEIVABLES (k) Ꮆνಁ
ܘڬ܃ʔʐࠤᆢႏcԯܘࠤٱReceivables are initially recognised at fair value and thereafter Ꮆνಁɾ ֺᅕᔾ܃stated at amortised cost less allowance for impairment of ᚫሻι̯ಕ˾вሏಕࠤᅆௐ ഽ1(i)c࠱ߗᎶνಁݯࠥʀڃdoubtful debts (see note 1(i)), except where the receivables ɃሏӮ are interest-free loans made to related parties without any ᗐடɁɡ˘ಲͨЄ՞ցᑹα౨ɾЛࢠ ̔eΕڬfixed repayment terms or the effect of discounting would be ൘ಁcֶҗଊᄧᚊႦ෬ّ ι̯ࠤಕ˾вሏܘimmaterial. In such cases, the receivables are stated at cost ೩ੱؗɎcᎶνಁผ ֺᅕᔾɃሏe܃less allowance for impairment of doubtful debts. ಕࠤᅆௐ
ࢠࠥ൘ڃ (l) INTEREST-BEARING BORROWINGS (l)
ι̯מʔʐࠤκ͚ܘࠤٱࢠࠥ൘ɾڃ Interest-bearing borrowings are recognised initially at fair value ᚫܘࢠࠥ൘ੀڃc܃ᆢႏeࠖωᆢႏ܃ less attributable transaction costs. Subsequent to initial ᔾၤᚿΑټᆢႏٱrecognition, interest-bearing borrowings are stated at ሻι̯ؒᆢႏcϤ ࠥכСଅؒྡྷ˞ڬamortised cost with any difference between the amount initially ࠤɾංɾͨЄᔾ ฌऩכrecognised and redemption value being recognised in profit ൘౨ʑடͨЄᎶ˟Сࢠʥ͂ or loss over the period of the borrowings, together with any ʑᆢႏe interest and fees payable, using the effective interest method.
(m) PAYABLES (m) Ꮆ˟ಁ
ᚫܘ܃ʔʐࠤᆢႏcԯܘࠤٱPayables are initially recognised at fair value and thereafter Ꮆ˟ಁɾ ܘڬstated at amortised cost unless the effect of discounting would ሻι̯ɃሏcЎΣҗଊᄧᚊႦ෬c be immaterial, in which case they are stated at cost. ι̯ࠤɃሏe
89 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
೩ࠤඖ͌ټʥଊټn) CASH AND CASH EQUIVALENTS (n) ଊ)
ႺϷΦʥܢ˳೩ࠤඖ͌ټʥଊټCash and cash equivalents comprise cash at bank and on ଊ ႺϷʥԯˢল৻ዀ࿚ɾݠכdΦټhand, demand deposits with banks and other financial Φଊ institutions, and short-term, highly liquid investments that are ౨Φಁʥ౨Ϥঢ়ݚ৽ֲɾҙ༅cϊ೩ ˘cټᔾɾଊټكreadily convertible into known amounts of cash and which ҙ༅˿፭ࣂЙݯɰ are subject to an insignificant risk of changes in value, having ֺֻՇɾძࠤؐ৽ࠓ፮ɺɣcϤЙ been within three months of maturity at acquisition. ౨ȽᑪɃˀ߮ɍ˂ʑe
(o) EMPLOYEE BENEFITS (o) ࡗါС
(i) Short term employee benefits and (i) ౨ࡗါСʥΉވցԜ contributions to defined contribution ಁঽིͤ߮ɾԜಁ retirement plans
ވSalaries, annual bonuses, paid annual leave, ᑀ༭dαୄ٦dτᑀαdΉ ፠ါټڈcontributions to defined contribution retirement plans ցԜಁঽིͤ߮ɾԜಁʥ ৻ɾרࡗొԜτᗐכand the cost of non-monetary benefits are accrued in Сɾι̯я the year in which the associated services are rendered α۹ୃ߮e by employees.
ցါСঽֻིͤ߮ኪވ (ii) Defined benefit retirement plan obligation (ii)
ցါСঽֺֻིͤ߮ኪވThe Group’s net obligation in respect of a defined benefit ̯එ྆గ ̯כretirement plan is calculated by estimating the amount ɾஐͨ૱ᔾcȽ༦Ѕ߮ࡗ ৻ֺᑨՅרof future benefit that employees have earned in return ౨ංʥ˞֡౨ං˞ొԜ ᔾϤ့߮cΕᔤցଊټfor their services in the current and prior periods; that ɾ̰ԞСऩ benefit is discounted to determine the present value ࠤࣂඖСऩʀ˞җଊcԎκ and the fair value of any plan assets is deducted. The ͨЄི߮༅ଐɾʔʐࠤeҗଊଅݯ discount rate is the yield at the balance sheet date on ሔʔ̇ඦԴԷ౨ˀၤ̯එ྆ᄚ ့ˀɾνכٶޚhigh quality corporate bonds that have maturity dates Ϸஐͨɾ౨ࠉ approximating the terms of the Group’s obligations. The ऩଅe့߮ɮАͅ༅ࣟ၀့ઔ ൘ؒ൬Ϸeڌcalculation is performed by a qualified actuary using the ͂ད߮௰Ͻ projected unit credit method.
τᗐڬWhen the benefits of a plan are improved, the portion ࠱ི߮ɾါСԷҝഁc قܘ৻ɾါСɾᄈ˱ͫר֡˞of the increased benefit relating to past service by ࡗ ฌऩᆢႏݯכя౨ං̡כemployees is recognised as an expense in profit or loss ᇃؒ ϭါСᓊᙔݯ˅e࠱ါСЩقon a straight-line basis over the average period until ʻc ฌऩᆢכԯʻ፭Щڬthe benefits become vested. If the benefits vest ࣂᓊᙔc immediately, the expense is recognised immediately in ႏe profit or loss.
90 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
(o) EMPLOYEE BENEFITS (CONTINUED) (o) ࡗါСᙩ
ցါСঽֻིͤ߮ኪވ (ii) Defined benefit retirement plan obligation (ii) (continued) ᙩ
In calculating the Group’s obligation in respect of a plan, Ε့̯߮එ྆గȹඖֺֻི߮ኪɾ if any cumulative unrecognised actuarial gain or loss ஐͨࣂc࠱ͨЄୃ߮ɾ̰ᆢႏ၀့ ցါСஐͨଊࠤֶི߮ވᑋ൚ˮޔ exceeds ten percent of the greater of the present value of the defined benefit obligation and the fair value of ༅ଐʔʐࠤ˞ԭّɻɾ༖ঢ়ძࠤ כplan assets, that portion is recognised in profit or loss ݯๅɾϛʗɾɊc൚ᔾͫ over the expected average remaining working lives of ˱ི߮ɾࡗɾད̡߮яͨ the employees participating in the plan. Otherwise, the ᓻα౨Εฌऩᆢႏeϊɾ̔c၀ actuarial gain or loss is not recognised. ့ฌऩลɺʀ˞ᆢႏe
Where the calculation of the Group’s net obligation ࠱Ε့̯߮එֺֻ྆ኪɾஐͨ૱ᔾ results in a negative amount, the asset recognised is ࣂˮଊ߲ᅕcʀ˞ᆢႏɾ༅ଐඩࠉ Єୃ߮ɾ̰ᆢႏ၀့ᑋฌ૱ᔾͨכ limited to the net total of any cumulative unrecognised ԞϬ߮܃৻ι̯ʥͨЄˀר֡˞˱ net actuarial losses and past service costs and the ಕɾི߮Ԝಁɾڨ܃present value of any future refunds from the plan or ིɾঽಁֶˀ reductions in future contributions to the plan. ଊࠤ೩Έඖ͌ɾᐢe
ኪֻټ৻ר౨ٽ (iii) Long service payments obligation (iii)
The Group’s net obligation in respect of lump sum long ̯එ྆గ࣓ኣࠗಋඥૈԝΕ ୄ˅͂ࡗࣂȹ೫כservice amounts payable on cessation of employment ߗɳੱؗɎ ֺֻኪɾஐͨټ৻ר౨ٽin certain circumstances under the Hong Kong ༦ʻ˟ɾ ౨ංʥ˞֡౨ං̯כEmployment Ordinance is the amount of future benefit ૱ᔾcݯࡗ ټ৻ֺᑨՅɾ̰ԞСऩרthat employees have earned in return for their services ˞ొԜ in the current and prior periods; that benefit is ᔾhΕᔤցଊࠤࣂඖСऩʀ˞ discounted to determine the present value and reduced җଊcԎκ࣓ኣ̯එ྆ɾঽͤ߮ එ྆Аˮɾ̯כby entitlements accrued under the Group’s retirement ིୃ߮ɾᚬऩᙔ plans that are attributable to contributions made by the Ԝಁeҗଊଅݯሔʔ̇ඦԴԷ Group. The discount rate is the yield at the balance sheet ౨ˀၤ̯එ྆ᄚϷஐͨɾ౨ࠉޚ ့ˀɾνऩଅeτᗐஐͨכٶ date on high quality corporate bonds that have maturity ൘ڌdates approximating the terms of the Group’s obligation. ͅ༅ࣟ၀့ઔ͂ད߮௰Ͻ The obligation is calculated by a qualified actuary using ့ؒ߮e the projected unit credit method.
91 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
(o) EMPLOYEE BENEFITS (CONTINUED) (o) ࡗါСᙩ iv) Share-based payments (iv) ˞ٖͫݯਥᓣɾ˟ಁ)
The fair value of share options granted to employees is ʀࡗɾᑪٖᚬɾʔʐࠤȽᆢႏ Ꮆᄈ˱ᚬऩඖɎޚrecognised as an employee cost with a corresponding ݯࡗι̯cԎ increase in share-based compensation reserve within ɾٖͫਥᓣௐeᑪٖᚬʔʐ ˮˀ౨Ԛ͂ɀඖβᒨᅡכequity. The fair value is measured at grant date using ࠤȽ the binomial lattice model, taking into account the terms β߮൴cԎ߮ʥˮᑪٖᚬɾૈಁ and conditions upon which the options were granted. ʥૈͧeߗࡗᄚϷᓊᙔૈͧ܃ ᑪٖᚬڬWhere the employees have to meet vesting conditions ʿ˿ಲૈͧԔτᑪٖᚬc before becoming unconditionally entitled to the options, ɾЅ߮ʔʐࠤᐢᔾผΕᓊᙔ౨ංᚫ τɁֺܛthe total estimated fair value of the options is spread ʗcԎ߮ʥᑪٖᚬผᓊᙔ over the vesting period, taking into account the τɾιᅕe probability that the options will vest.
ᓊᙔ౨ංc̯ʔ̇ผᏎদད౨ੀכ During the vesting period, the number of share options ༦֡α۹ᆢכthat is expected to vest is reviewed. Any adjustment to ᓊᙔɾᑪٖᚬᅕ͌e the cumulative fair value recognised in prior years is ႏɾͨЄୃ߮ʔʐࠤሁኬผΕᏎদ ڈcharged/credited to the profit or loss for the year of the α۹ฌऩκʼn߮Ƀฌऩ review, unless the original employee expenses qualify ࡈτࡗʻ༅ࣟᆢႏݯ༅ Ꮆሁኬ˞ٖͫݯਥᓣɾޚfor recognition as an asset, with a corresponding ଐcԎ ᓊᙔˀ౨cᆢႏݯכadjustment to the share-based compensation reserve. ௐe ֺᓊܮᔾผАˮሁኬc˞ʦټOn vesting date, the amount recognised as an expense ʻɾ ٖͫ˞is adjusted to reflect the actual number of options that ᙔɾᑪٖᚬɾྡྷᅕ͌Ϥ Ꮆሁޚvest (with a corresponding adjustment to the share- ݯਥᓣɾௐ͛ผАˮ ݯਥᓣٖͫ˞כᔾȽټbased compensation reserve). The equity amount is ኬeᚬऩ ϭᑪٖᚬᏵϷقrecognised in the share-based compensation reserve ɾௐᆢႏc ᔾᔝᅆϭٖͫึძሏټuntil either the option is exercised (when it is transferred Ԛτᗐ અᅆقᔾټto the share premium account) or the option expires ֶᑪٖᚬ։τᗐ जึСݯ˅eړwhen it is released directly to retained profits). ϭ) p) INCOME TAX (p) ֺೢ)
౨ೢඖʥႮ֝ೢ̯ܢ˳i) Income tax for the year comprises current tax and (i) αʑֺೢ) movements in deferred tax assets and liabilities. ඖ༅ଐ߲ඦɾᛰ৽e
(ii) Current tax is the expected tax payable on the taxable (ii) ̯౨ೢඖܰܘαʑᎶᇾೢνɃ˞ income for the year, using tax rates enacted or ့ˀɰ́ࢽֶྡྷɐɰ́ࢽɾೢଅ substantively enacted at the balance sheet date, and ့߮ɾད౨Ꮆ˟ೢඖc˱˞֡α۹ any adjustment to tax payable in respect of previous Ꮆ˟ೢඖɾͨЄሁኬe years.
92 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
p) INCOME TAX (CONTINUED) (p) ֺೢᙩ)
κא˿iii) Deferred tax assets and liabilities arise from deductible (iii) Ⴎ֝ೢඖ༅ଐʥ߲ඦʗПͅ) and taxable temporary differences respectively, being ʥᎶᇾೢᅗࣂଔଐ́eᅗࣂଔ ল৻͇ం͌ؿၤܘ༅ଐʥ߲ඦܞܰ the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their ೢ৻ਥᓣ့߮ɾሏࠍࠤɾංɾ tax bases. Deferred tax assets also arise from unused ଔeႮ֝ೢඖ༅ଐ̰͛ͅԚ͂ɾೢ ಕଐ́eאtax losses and unused tax credits. ৻ᑋฌʥೢಁ
Apart from certain limited exceptions, all deferred tax ȿܺԒτࠉɾԝ̔ੱؗ̔cֺτ liabilities, and all deferred tax assets to the extent that Ⴎ֝ೢඖ߲ඦʥႮ֝ೢඖ༅ଐ̋ Ꮆᇾೢึ܃τ˿ॶ͂Ԟ࿁ሻˀכit is probable that future taxable profits will be available ࠉ against which the asset can be utilised, are recognised. Сɾ༅ଐяʀᆢႏe
๑༅ଐܘᔾܰټThe amount of deferred tax recognised is measured ɰᆢႏɾႮ֝ೢඖ based on the expected manner of realisation or ʥ߲ඦሏࠍࠤɾད౨ྡྷଊֶʿ settlement of the carrying amount of the assets and βc˞့ˀɰ́ࢽֶྡྷɐɰ́ liabilities, using tax rates enacted or substantively ࢽɾೢଅ߮൴eႮ֝ೢඖ༅ଐʥ߲ enacted at the balance sheet date. Deferred tax assets ඦяɺҗଊ့߮e and liabilities are not discounted.
Ұ့ˀ̯එ྆ผྦྷႮ֝ೢඖכ The carrying amount of a deferred tax asset is reviewed at each balance sheet date and is reduced to the extent ༅ଐɾሏࠍࠤАˮᄗቇc࠱ད౨ɺ that it is no longer probable that sufficient taxable profits ʹτӷਪᎶᇾೢึС˞ྡྷଊޚᗐೢ ˞τᗐ༅ଐሏࠍࠤੀʀڬwill be available to allow the related tax benefit to be ৻Сऩc utilised. Any such reduction is reversed to the extent κಕeͨЄκಕɾႮ֝ೢඖ༅ that it becomes probable that sufficient taxable profits ଐcΕད౨˿ՅӷਪᎶᇾೢึС ʀ˞ᅆΑcЎ˞೩ึСݯڬwill be available. ࣂc ࠉe
˟ʻכiv) Additional income taxes that arise from the distribution (iv) ٖࢠʗݢଐ́ɾᔾֺ̔ೢ) ᗐٖࢠ߲ඦᆢႏࣂᆢႏeޚ of dividends are recognised when the liability to pay the related dividends is recognised. v) Current tax balances and deferred tax balances, and (v) ̯౨ʥႮ֝ೢඖʥԯᛰ৽ผʗ) movements therein, are presented separately from each еͶcϤ˘ɺʀ࿁ሻe̯౨ʥႮ other and are not offset. Current tax assets are offset ֝ೢඖ༅ଐ̋ผΕ̯ʔֶ̯̇එ྆ against current tax liabilities, and deferred tax assets τؒᚬС˞̯౨ೢඖ༅ଐ࿁ሻ̯ ૈڃagainst deferred tax liabilities, if the Company or the ౨ೢඖ߲ඦcԎ˘ଲ˞Ɏ Group has the legally enforceable right to set off current ͧɾੱؗɎcɷ˿˞ʗП࿁ሻ̯౨ tax assets against current tax liabilities and the following ʥႮ֝ೢඖ߲ඦi additional conditions are met:
93 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
p) INCOME TAX (CONTINUED) (p) ֺೢᙩ)
(v) (continued) (v) ᙩ
– In the case of current tax assets and liabilities, Ð గ̯౨ೢඖ༅ଐʥ߲ඦϤ ܘthe Company or the Group intends either to settle Ӱc̯ʔֶ̯̇එི྆߮ on a net basis, or to realise the asset and settle ૱ᔾਥๅ့cֶΕྡྷଊ༅ the liability simultaneously; or ଐɾࣂ߲ඦhֶ
In the case of deferred tax assets and liabilities, if Ð గႮ֝ೢඖ༅ଐʥ߲ඦϤ– they relate to income taxes levied by the same ӰcԒ༅ଐʥ߲ඦ̦ၤ taxation authority on either: ȹೢ৻ዀᗐగ˞Ɏԯɻȹ ඖᄩνɾֺೢτᗐi
The same taxable entity; or Ð ȹᎶᇾೢྡྷhֶ –
– Different taxable entities, which, in each Ð ɺɾᎶᇾೢྡྷe future period in which significant amounts Ԓྡྷད౨τɣᔾ of deferred tax liabilities or assets are Ⴎ֝ೢඖ߲ඦ߬ ˿expected to be settled or recovered, intend ֶႮ֝ೢඖ༅ଐ to realise the current tax assets and settle ˞νΑɾҰ̰Ԟ౨ the current tax liabilities on a net basis or ංcܘ૱ᔾਥๅྡྷଊ realise and settle simultaneously. ̯౨ೢඖ༅ଐʥ ౨ೢඖ߲ඦcֶΕ̯ ྡྷଊ༅ଐɾࣂ ߲ඦe q) PROVISIONS AND CONTINGENT LIABILITIES (q) ᅆௐʥֶಳ߲ඦ)
Provisions are recognised for liabilities of uncertain timing or ࠱ߗ̯එֶ̯྆ʔ̇గɰೕ́ɾԑͧ ઐցஐͨcᄚϷஐͨϤདֶ܁amount when the Group or the Company has a legal or ֻኪؒ constructive obligation arising as a result of a past event, it is ౨ผኒߎфτᏜࢽऩɾ༅̔ݚcԎ ټผగࣂංֶڏprobable that an outflow of economic benefits will be required ˿Аˮ˿ቌɾЅ߮c to settle the obligation and a reliable estimate can be made. ᔾɺցɾ߲ඦ߮ొᅆௐeΣஒྫྷࣂං ད߮ᄚϷஐֺͨ༅ܘڬWhere the time value of money is material, provisions are ძࠤࠇɣc stated at the present value of the expenditure expected to ɾଊࠤ߮ొᅆௐe settle the obligation.
Where it is not probable that an outflow of economic benefits ࠱ߗфτᏜࢽऩɾ༅̔ݚɾ˿ॶֲ ᔾАˮ˿ቌɾټwill be required, or the amount cannot be estimated reliably, ༖Гcֶܰಲؒྦྷτᗐ ผੀஐͨׄᚉݯֶಳ߲ඦcڏthe obligation is disclosed as a contingent liability, unless the Ѕ߮c ڬprobability of outflow of economic benefits is remote. Possible ЎΣᗘ༅̔ݚɾ˿ॶֲಠঃ obligations, whose existence will only be confirmed by the ̔e഼˝ܺրֶΛր̰ԞԑͧܰЯೕ occurrence or non-occurrence of one or more future events ́ɷॶᆢցΦΕၤЯɾᅶΕஐͨc͛ผ are also disclosed as contingent liabilities unless the probability ׄᚉݯֶಳ߲ඦcЎΣᗘ༅̔ݚ ̔eڬof outflow of economic benefits is remote. ɾ˿ॶֲಠঃ 94 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
(r) REVENUE RECOGNITION (r) νɃᆢႏ
τᗐᏜСऩτ˿ॶݚɃ̯כProvided it is probable that the economic benefits will flow to νɃ̋ผ the Group and the revenue and costs, if applicable, can be එ྆Ԏॶ˿ቌ့߮νɃʥι̯Σሬ ฌऩʑכɎͶਥๅܘmeasured reliably, revenue is recognised in profit or loss as ͂ɾੱؗɎcʿผ follows: ᆢႏi
ɾሻਕذi) Sale of goods (i) ஒ)
͚۪ʸɾ୮ֺЩ۪ذஒכRevenue is recognised when goods are delivered at the νɃ ᗐࠓ፮ޚʥኟτᚬɾذcustomers’ premises which is taken to be the point in ʸઅढ़ஒ time when the customer has accepted the goods and ΑంࣂᆢႏeνɃɺфᄈࠤೢֶ the related risks and rewards of ownership. Revenue ԯˢሻਕೢԎκΑνஒࠤdΑκ excludes value added tax or other sales taxes and is ʥҗκe after deduction of returns, rebates and discounts.
৻ר (ii) Service fees (ii)
৻ࣂᆢႏeרԜτᗐొכ৻ר Service fees are recognised when the related services are provided.
νɃټiii) Rental income from operating leases (iii) Ꮺै༉ɾै)
כνɃผټRental income receivable under operating leases is ࣓ኣᏪै༉Ꮆνɾै recognised in profit or loss in equal instalments over ै༉౨ֺ૪ၰɾ౨ංʑc˞೩ᔾΕ the periods covered by the lease term. ฌऩʑᆢႏe
(iv) Interest income (iv) СࢠνɃ
Сଅؒୃ߮ᆢႏeྡྷܘInterest income is recognised as it accrues using the СࢠνɃ effective interest method.
(s) TRANSLATION OF FOREIGN CURRENCIES (s) ̔ྫྷ့
ˀɾමଅמ͚ܘמForeign currency transactions during the year are translated αʑɾ̔ྫྷ͚ at the foreign exchange rates ruling at the transaction dates. ့e˞̔ྫྷ့߮ɾஒྫྷ༅ଐʥ߲ඦܘ ฌऩʑᆢכMonetary assets and liabilities denominated in foreign ့ˀɾමଅ့eමЙฌऩ currencies are translated at the foreign exchange rates ruling ႏe at the balance sheet date. Exchange gains and losses are recognised in profit or loss.
95 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
(s) TRANSLATION OF FOREIGN CURRENCIES (s) ̔ྫྷ့ (CONTINUED) ᙩ
ஒྫྷ༅ଐڈዃ̌ι̯ؒ˞̔ྫྷ့߮ɾܘ Non-monetary assets and liabilities that are measured in terms ˀɾሬ͂මଅמ͚ܘڬof historical cost in a foreign currency are translated using ʥ߲ඦc the foreign exchange rates ruling at the transaction dates. ့e
ٶᙔʔ̇ɾพᐜ˞અڃThe results of subsidiaries outside Hong Kong are translated ࠗಋ˞̔Δਂɾ ˀɾමଅ့ݯಋྫྷcϤ༅ଐ߲מinto Hong Kong dollars at the exchange rates approximating ͚ ᙔʔ̇ڃࠗಋ˞̔Δਂɾܢ˳ඖ͌ٲthe foreign exchange rates ruling at the dates of the ඦ ့ˀɾܘڬtransactions. Balance sheet items, including goodwill arising ၃Ƀሏࣂֺଐ́ɾਆᙷ on consolidation of subsidiaries outside Hong Kong are මଅ့ݯಋྫྷcͅϊϤଐ́ɾමЙ ᚬऩɾዟ͓ͫeכઅᆢႏقtranslated into Hong Kong dollars at the foreign exchange ᔾ rates ruling at the balance sheet date. The resulting exchange differences are recognised directly in a separate component of equity.
ᙔʔ̇ࣂcࣹڃˮਕࠗಋ˞̔Δਂɾכ On disposal of a subsidiary outside Hong Kong, the cumulative ᚬऩᆢႏɾୃ߮මכᙔʔ̇Ԏɰڃamount of the exchange differences recognised in equity ʥ which relate to that subsidiary is included in the calculation of Йᔾя߮Ƀˮਕฌऩe the profit or loss on disposal.
(t) BORROWING COSTS (t) ࠥ൘ι̯
Borrowing costs are expensed in profit or loss in the period in ࠥ൘ι̯Εଐ́ɾ౨ංΕฌऩͶАʻ which they are incurred. ˮe
(u) RELATED PARTIES (u) ᗐடɁɡ
ϤӰc˞ɎɁɡႏݯܰٲFor the purposes of these financial statements, a party is గ̯ল৻ం considered to be related to the Group if: ̯එ྆ɾᗐடɁɡi
અֶංઅ༦ȹقi) The party has the ability, directly or indirectly through (i) ɁɡτॶɈ) ̯ྦྷ˿one or more intermediaries, to control the Group or ֶΛɻʍɁઁԹ̯එֶ྆ exercise significant influence over the Group in making එ྆ɾলܧʥᏪҺ೪Аˮࠇɣᄧ financial and operating policy decisions, or has joint ᚊcֶͳઁԹ̯එ྆h control over the Group;
(ii) The Group and the party are subject to common control; (ii) ̯එ྆ၤɁɡяՇͳઁԹh iii) The party is an associate of the Group or a joint venture (iii) Ɂɡᙔ̯එ྆ɾᐲᏪʔֶ̯̇එ) in which the Group is a venturer; ྆ݯԯɻȹᏪّɾᏪͬพh
96 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
1 SIGNIFICANT ACCOUNTING 1 ˚߬ผ߮ܧ೪ POLICIES (CONTINUED) ᙩ
(u) RELATED PARTIES (CONTINUED) (u) ᗐடɁɡᙩ
(iv) The party is a member of key management personnel (iv) Ɂɡᙔ̯එ྆ɾ˚߬ဳଉɁࡗι ጱࡼٶof the Group, or a close family member of such an ࡗɾȹcֶПɁɡɾ individual, or is an entity under the control, or significant ιࡗcֶՇПɁɡઁԹֶࠇɣ influence of such individuals; ᄧᚊɾʔ̇h
ጱࡼٶɾܞv) The party is a close family member of a party referred (v) Ɂɡᙔɐʼ(i)ඖֺ) to in (i) or is an entity under the control or significant ιࡗֶՇПɁɡઁԹֶࠇɣᄧ influence of such individuals; or ᚊɾʔ̇hֶ vi) The party is a post-employment benefit plan which is (vi) ɁɡᙔొԜʀ̯එֶ྆ၤ̯එ྆) for the benefit of employees of the Group or of any entity τᗐடɁɡɾͨЄʔ̇ɾࡗᔴᓻ that is a related party of the Group. ܃ါСི߮e
ጱᙔιܞጱࡼιࡗȽٶClose family members of an individual are those family ПɁɡɾ ࣂ˿ॶᄧᚊֶᄧᚊɾמmembers who may be expected to influence, or be influenced ࡗΕၤʔ͚̇ by, that individual in their dealings with the entity. ጱᙔιࡗe
(v) SEGMENT REPORTING (v) ʗంй
ֺеంɾΈʗඖٲOperating segments, and the amounts of each segment item Ꮺ༜ʗʥল৻ం ᔾcȽ࣓ኣగʗ༅ʀ̯එ྆Έټ͌ reported in the financial statements, are identified from the ଊϤց౨ొٲfinancial information provided regularly to the Group’s most พ৻ʥΔਂʗʥിЅԯ senior executive management for the purposes of allocating Ԝʀ̯එ྆ঢ়ᄙဳଉɁࡗɾল৻༅ࢿ resources to, and assessing the performance of, the Group’s Ϥᆢցe various lines of business and geographical locations.
Individually material operating segments are not aggregated గল৻ంйϤӰcПࠇ߬Ꮺ༜ʗɺ ԒʗԮτᗘЍڈfor financial reporting purposes unless the segments have ผ၃еంc ৻ֲሔd́ଐೡרʥۂsimilar economic characteristics and are similar in respect of Ꮬऋᄩ˞ʥΕଐ ֶۂᗘПdʗሻଐֶێthe nature of products and services, the nature of production ѵֲሔd۪ʸᗘ ৻ֺઔ͂ɾʿβʥဟဳྊֲሔרprocesses, the type or class of customers, the methods used ొԜ ᙔࠇ߬ɾᏪڈto distribute the products or provide the services, and the ʿࠍᗘЍe࠱ዟ͓ϤӰԎ ˿ڬnature of the regulatory environment. Operating segments ༜ʗͳኟτɐ߸ɣͫऋᄩc which are not individually material may be aggregated if they ၃еంe share a majority of these criteria.
97 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
2 CHANGES IN ACCOUNTING POLICIES 2 ผ߮ܧ೪ᛰ৽
The HKICPA has issued the following new Interpretations and ࠗಋผ߮ʔผɰཕЗɎͶณ߯ᘷʥ එ̯כɾ࠳߯cԎڬan amendment to HKFRSs that are first effective for the current ࠗಋল৻ంйๅ accounting period of the Group. ྆ɾ̯౨ผ߮౨ංࠖώࢽe
– HK(IFRIC) 12 – Service concession arrangements Ðࠗಋਝল৻ంйᘷկࡗผ ৻ऋஈᚬΪખרᘷ12໔Ð
– HK(IFRIC) 14, HKAS 19 – The limit on a defined benefit Ðࠗಋਝল৻ంйᘷկࡗผ ڬasset–minimum funding requirements and their ᘷ14໔cࠗಋผ߮ๅ interaction 19໔ÐވցါС༅ଐࠉᔾdГ༅ ڝʃᗐޚஃցʥԯټ
ټ39໔ɾ࠳߯cڬAmendment to HKAS 39, Financial instruments: Ðࠗಋผ߮ๅ – Recognition and measurement, and HKFRS 7, Financial ጪɮԮlᆢႏʥ߮൴c˞ʥࠗಋ ጪɮԮlټ7໔cڬinstruments: Disclosures – Reclassification of financial ল৻ంйๅ ጪ༅ଐټassets ׄᚉÐࠇณʗᗘ
ೕࢄԎಲྦྷ̯ڬThese HKFRS developments have had no material impact on ϊ೩ࠗಋল৻ంйๅ כιࠇɣᄧᚊcϊȽͅٲthe Group’s financial statements as either they were consistent එ྆ল৻ం ೪ȹܧၤ̯එ྆ɰઔढ़ɾผ߮ڬwith accounting policies already adopted by the Group or they ೩ๅ were not relevant to the Group’s operations. ߎcֶၤ̯එ྆พ৻ಲᗐe
כ౨ผ߮౨ංc̯එ྆ɰొξઔढ़̯כ During the current accounting period, the Group has early նɾผ߮܃adopted HKFRS 8, Operating segments (“HKFRS 8”), which ɀཌྷཌྷȾαȹ˂ȹˀֶɾ 8໔ڬis effective for accounting periods beginning on or after 1st ౨ං́ࢽɾࠗಋল৻ంйๅ 8ڬJanuary, 2009. Other than this, the Group has not applied Ꮺ༜ʗࠗಋল৻ంйๅ any other new standard or interpretation that is not yet effective ໔eϊɾ̔c̯එ྆ԎಲᎶ͂ͨЄ ౨ผ߮౨ංֆ̰́ࢽɾณ߯ๅ̯כfor the current accounting period (see note 36). ԯˢ ഽ36eڃᘷӮֶڬ
8໔ՅˤࠗಋผڬHKFRS 8 superseded HKAS 14, Segment Reporting, and ࠗಋল৻ంйๅ 14໔cʗంйcஃցʗڬrequires segment disclosure to be based on the way that the ߮ๅ එ྆˚߬Ꮺ༜Һ೪Ɂϣᄬʥ̯ܘGroup’s chief operating decision maker regards and manages ׄᚉ the Group, with the amounts reported for each reportable ဳଉ̯එ྆ɾʿβ൬ϷcϤ̯එ྆˚߬ segment being the measures reported to the Group’s chief Ꮺ༜Һ೪Ɂగʗంйɾᅕᔾ˞Аݯി ଊʥగᏪ༜ԑփАˮҺ೪eٲoperating decision maker for the purposes of assessing Ѕʗ ༅ܘٲ༦֡α۹ੀ̯එ྆ল৻ంכsegment performance and making decisions about operating τП matters. This differs from the presentation of segment ଐֺΕΔིʗɾΔਂʗੀʗ༅ࢿʗ information in prior years which was based on a ͶɃݯеͶʿβeઔढ़ࠗಋল৻ంй 8໔ᜑʗ༅ࢿɾеͶʿβၤྦྷڬdisaggregation of the Group’s financial statements into ๅ geographical segments based on the locations of assets. The ̯එ྆ঢ়ᄙϷܧဳଉɁࡗɾʑంй adoption of HKFRS 8 has resulted in the presentation of ҡᑭȹߎe segment information in a manner that is more consistent with internal reporting provided to the Group’s most senior executive management. 98 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
2 CHANGES IN ACCOUNTING POLICIES 2 ผ߮ܧ೪ᛰ৽ (CONTINUED) ᙩ
8໔ɾณผ߮ڬThe new accounting policy on adoption of HKFRS 8 has been ઔढ़ࠗಋল৻ంйๅ applied retrospectively with comparatives restated. As this ܧ೪ɰুืᎶ͂cԎɰࠇͶˈ༖ᅕΥe ࿀ϭɀཌྷཌྷɄαכ೪ܧϊඖณผ߮כͅ new accounting policy was adopted after interim period ended 30th September, 2008, the restated segment information of Ⱦ˂ɍɊˀ˅ɻ౨౨ංҢ܃ઔढ़c the interim period ended 30th September, 2008 and its ܨ࿀ϭɀཌྷཌྷɄαȾ˂ɍɊˀ˅ɻ౨౨ comparative figures are also set out in note 12. ංɾࠇͶʗ༅ࢿʥԯˈ༖ᅕΥ͛༗ ഽ12eڃכ
8໔ኒߎڬThe early adoption of HKFRS 8 results in new disclosures in ొξઔढ़ࠗಋল৻ంйๅ ʑАˮณׄᚉcྦྷ̯එٲল৻ంכthe financial statements and does not have impact on the ؗลಲᄧᚊeرGroup’s results of operations and financial position. ྆ɾᏪพᐜʥল৻
3TURNOVER 3 Ꮺพᔾ
ʥۂThe principal activities of the Group are the manufacture and ̯එ྆ɾ˚߬พ৻ݯႇʥሻਕࠕ eۂsale of food and beverages. ඝ
ɾೕࠤಕΑνஒذɰਕஒܞTurnover represents the invoiced value of products sold, net Ꮺพᔾ of returns, rebates and discounts. ࠤdΑκʥҗκe
4 OTHER REVENUE 4 ԯˢνɃ
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
Interest income СࢠνɃ 6,445 17,204 ৻ 47,209 37,453ר Service fee νɃ 2,219 2,091ټै Rental income ฌऩכʔʐࠤ߮൴˘ԯᛰ৽ܘ Change in fair value of financial asset ጪ༅ଐɾʔʐࠤᛰ৽ – 1,294ټat fair value through profit or loss bᆢႏɾ Sundry income ᔵඖνɃ 6,001 3,778
61,874 61,820
99 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
Сึک5PROFIT BEFORE TAXATION 5 ೢ
Сɰκþ߮ɃiึکProfit before taxation is arrived at after charging/(crediting): ೢ
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
(a) Finance costs: (a) ጪ༅ι̯i Interest on bank loans ႺϷ൘ಁСࢠ 4,152 5,671 Finance charges on obligations ጪ༅ै༉ඦ৻ɾ under finance leases bল৻͂ 2,450 3,194
6,602 8,865
(b) Staff costs: (b) ࡗɮι̯i Contributions to defined ވցԜಁঽིͤ߮ɾԜಁ contribution retirement plans 23,131 21,513 Net expenses/(income) recognised ˞Ɏඖ͌ɾɰᆢႏ in respect of: b͂ʼnνɃ૱ᔾi ټRetirement gratuites Ðঽͤ – (ഽ17(c)(v) 892 (579ڃnote 17(c)(v)) bb) ټ৻ר౨ٽLong service payments Ð – (ഽ17(d)(iii) (75) (195ڃnote 17(d)(iii)) bb)
Retirement costs ঽͤι̯ 23,948 20,739 Equity settled share-based ˞ٖͫݯ˟ಁਥᓣɾ͂ payment expenses 1,428 1,333 Salaries, wages and other benefits ᑀ༭dɮ༅ʥԯˢါС 549,480 448,733
574,856 470,805
ഽ5(c)ֺ߸ɾݯࠗಋࡗڃܢ˳The staff costs included one-off provision for prior year’s leave ࡗɮι̯ ༦֡α۹౨ᑀ༭ᚬऩֺАɾȹωֲכ pay entitlements of Hong Kong employees of $25,344,000 (2008: $Nil) as described in note 5(c). ᅆௐ25,344,000ʏɀཌྷཌྷɄαiཌྷ ʏe
100 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
Сᙩึک5PROFIT BEFORE TAXATION (CONTINUED) 5 ೢ
Сɰκþ߮ɃiึکProfit before taxation is arrived at after charging/(crediting): ೢ (continued) ᙩ
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
(c) Other items: (c) ԯˢඖ͌i Amortisation of interests in leasehold ࣓ኣᏪै༉ܛτА land held for own use under bϬ͂ɾै༉ɠΔᚬऩ operating leases bɾᚫሻ 300 279 Amortisation of intangible assets ಲѼ༅ଐɾᚫሻ 1,944 – Depreciation җᓿ พ 527 526ذInvestment property Ðҙ༅ – – Assets acquired under finance Ð˞ጪ༅ै༉ᑪɃɾ leases bb༅ଐ 3,464 7,343 – Other assets Ðԯˢ༅ଐ 98,553 99,508 Impairment losses on trade and ᎶνሏಁʥԯˢᎶνಁ other receivables bಕࠤᑋฌ 351 3,400 ټAuditors’ remuneration ࣏ᅕ༭ ৻רAudit services Ðᄗ࣏ – Provision for the current year bÐ̯α۹ɾᅆௐ 3,807 3,065 – Under-provision in respect bÐ˞֡α۹ɾᅆௐɺӷ – of prior year 248 109 ৻ 287 623רTax services Ðೢ৻ – – ৻ 214רOther services Ðԯˢ – Operating lease charges: Ꮺै༉͂i Minimum lease payments bГै༉˟ಁ พ 40,544 42,807ذHire of properties bÐै͂ – – Hire of factory machinery and bÐै͂ɮᄥዀኂʥஉௐ equipment 951 588 พdᄥָʥஉௐɾذNet (gain)/loss on disposal of ˮਕ property, plant and equipment bνऩʼnᑋฌ૱ᔾ (1,867) 1,086 Net foreign exchange loss/(gain) ̔මᑋฌʼnνऩ૱ᔾ 2,154 (3,366) ഽ19(b) 1,585,470 1,369,545ڃCost of inventories (note 19(b)) Φஒι̯ ༦֡α۹כOne-off provision for prior years’ ݯࠗಋࡗ leave pay entitlements b౨ᑀ༭ᚬऩֺАɾ – ഽ 25,344ڃof Hong Kong employees (note) ȹωֲᅆௐ
101 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
Сᙩึک5PROFIT BEFORE TAXATION (CONTINUED) 5 ೢ
Сɰκþ߮ɃiึکProfit before taxation is arrived at after charging/(crediting): ೢ (continued) ᙩ
డրࠗಋ࣐ؒͧɾസցٶכഽiαʑcᛆڃ Note: During the year, the Group reviewed the basis of calculating leave ԑɁc̯එ྆Ꮞদࠗಋڈpay entitlements for Hong Kong employees for the previous five- ̯එ྆Ԏ and-a-half years up to March 2008 as a result of the rulings of ࡗ࿀ϭɀཌྷཌྷɄαɍ˂ɾ༦֡ʄα˸౨ං recent court cases in Hong Kong in which the Group is not a party. ɾ౨ᑀ༭ᚬऩ့߮ਥๅeᏎদ܃c̯ αʑΐᎶɐ߸ԑඖϤАˮכBased on the review, a one-off provision of $25,344,000 in relation එ྆Һց כto the above has been recognised during the year. The provision is 25,344,000ʏɾȹωֲᅆௐeᅆௐੀ ඖ͌ɻᆢႏiٲrecognised in the following line items in the consolidated income ˞Ɏ၃ฌऩం statement:
2009 ɀཌྷཌྷȾα $’000 ɝʏ
Cost of sales ሻਕι̯ 8,935 Marketing, selling and distribution expenses ઐᄤdሻਕʥʗሻ͂ 12,462 Administrative expenses Ϸܧ͂ 798 Other operating expenses ԯˢᏪ͂ 3,149
25,344
ɾֺೢٲINCOME TAX IN THE CONSOLIDATED 6 ၃ฌऩం 6 INCOME STATEMENT iٲɾֺೢˤٲa) INCOME TAX IN THE CONSOLIDATED (a) ၃ฌऩం) INCOME STATEMENT REPRESENTS:
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
Current tax – Hong Kong Profits Tax ̯౨ೢඖÐࠗಋСೢ
Provision for the year αʑᅆௐ 22,965 38,016 Over)/under-provision in respect of ˞֡α۹ɾ൚ᔾᅆௐʼnᅆௐ) prior years bɺӷ (530) 294
22,435 38,310
Current tax – Outside Hong Kong ̯౨ೢඖÐࠗಋ˞̔Δਂ
Provision for the year αʑᅆௐ 27,287 14,062 Over)/under-provision in respect of ˞֡α۹ɾ൚ᔾᅆௐʼnᅆௐ) prior years bɺӷ (2,051) 98
25,236 14,160 102 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ɾֺೢٲINCOME TAX IN THE CONSOLIDATED 6 ၃ฌऩం 6 INCOME STATEMENT (CONTINUED) ᙩ iٲɾֺೢˤٲa) INCOME TAX IN THE CONSOLIDATED (a) ၃ฌऩం) INCOME STATEMENT REPRESENTS: ᙩ (CONTINUED)
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
(ഽ18(bڃDeferred tax (note 18(b)) Ⴎ֝ೢඖ
Origination and reversal of ϬʥᅆΑᅗࣂଔ temporary differences 8,839 4,590 Effect of change in tax rate on ೢଅᛰ৽ྦྷႮ֝ೢඖɾ (ഽ(i) ʥ (ii) – (1,229ڃdeferred tax balance (notes (i) and (ii)) bᄧᚊ
8,839 3,361
56,510 55,831
ɀཌྷཌྷɄαɀ˂ɀɊȼˀcࠗಋכ (i) On 27th February, 2008, the Financial Secretary of the (i) ʔЗαٽ̇̇ܧল֚ܧਂܧHong Kong Special Administrative Region Government ऋПϷ ᘪੀࠗಋСೢۺད့࣐cܧannounced his Annual Budget which proposed a cut in ۹ল ɀཌྷכthe Hong Kong Profits Tax rate from 17.5% to 16.5% ଅͅ17.5%ሁГϭ16.5%c α۹́ࢽeࠗܧwhich took effect from fiscal year of 2008/2009. The ཌྷɄþɀཌྷཌྷȾল provision for Hong Kong Profits Tax is calculated at ಋСೢᅆௐܰܘαʑɾЅ߮Ꮆᇾ 16.5% (2008: 17.5%) of the estimated assessable ೢึС˞16.5%ɀཌྷཌྷɄαi profits for the year. 17.5%ɾೢଅ့߮e
ɐ߸ᛰҡc̯එ྆ࠗಋพ৻ɾכͅ As a result of the above change, the deferred tax ɀཌྷཌྷɄכliabilities relating to the Group’s operations in Hong Kong Ⴎ֝ೢඖ߲ඦɰࠇЅԎ had been re-estimated and decreased by $697,000 at αɍ˂ɍɊȹˀಕʭ697,000ʏe 31st March, 2008.
ڬᙔʔ̇ɾೢඖڃTaxation for subsidiaries outside Hong Kong is charged ࠗಋ˞̔Δਂɾ τᗐೢඖ̇ؒဳᑲਂሬ͂ɾଊϷܘ at the appropriate current rates of taxation ruling in the relevant tax jurisdictions. ೢଅ့߮e
103 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ɾֺೢٲINCOME TAX IN THE CONSOLIDATED 6 ၃ฌऩం 6 INCOME STATEMENT (CONTINUED) ᙩ iٲɾֺೢˤٲa) INCOME TAX IN THE CONSOLIDATED (a) ၃ฌऩం) INCOME STATEMENT REPRESENTS: ᙩ (CONTINUED)
ɀཌྷཌྷȼαɍ˂ɊʒˀcͲਝɁכ (ii) On 16th March, 2007, the National People’s Congress (ii) ɣผ༦ɻജɁ̵ͳਝٲpassed the Corporate Income Tax Law of the People’s ̵ˤ Republic of China (the “new tax law”). Under the new ͬพֺೢؒณೢؒe࣓ኣ ᙔڃʔ̇ɾ૯Γ̯כtax law, the statutory income tax rate applicable to the ณೢؒcሬ͂ Company’s subsidiary in Shenzhen changed from 15% ʔ̇ɾؒցֺೢଅϬɀཌྷཌྷɄα ʄαʑͅ15%үכto 25% progressively within five years from 1st January, ȹ˂ȹˀc ᛰҡݯ25%ɀཌྷཌྷɄαi18%s .(25% :2011 ;22% :2010 ;20% :2009 ;18% :2008) 2008 For the subsidiary located in Shanghai, the statutory ɀཌྷཌྷȾαi20%sɀཌྷȹཌྷαi income tax rate changed from 27% to 25% from 1st 22%sɀཌྷȹȹαi25%eϤϽ ᙔʔ̇cϬɀཌྷཌྷɄαڃɐࣵɾכ ’January, 2008 and that subsidiary starts its two years tax holiday from 1st January, 2008 and thereafter enjoys ȹ˂ȹˀcؒցֺೢଅͅ27% ᙔʔ̇Ϭɀཌྷڃa tax relief of 50% reduction in the income tax rate for a ᛰҡϭ25%cϤ period of 3 years commencing 1st January, 2010. ཌྷɄαȹ˂ȹˀնԯԭαЛೢ ˂ɀཌྷȹཌྷαȹכɾೢ৻యcԎ ȹˀԔτݯ౨ɍαɾ50%ֺೢ ଅೢ৻ᄖಕe
ɻജɁ̵כೢଅᛰҡc̯එ྆כͅ The deferred tax assets relating to the Group’s operations in the People’s Republic of China (the “PRC”) ͳਝɻਝɾพ৻ɾτᗐႮ֝ increased by $532,000 at 31st March, 2008 as a result ೢඖ༅ଐ࿀ϭɀཌྷཌྷɄαɍ˂ɍɊ of the change of tax rate. ȹˀᄈ˱532,000ʏe
ᏵૈಕЛcЯڈUnder the new tax law, dividends received by foreign ࣓ኣณೢؒc ༅ͬพֺᏵ̔כਝҙ༅ّҙ༅̔ڬ investors from their investments in foreign-invested ɾೢଅᖔढ़ད%10ܘenterprise are subject to withholding tax at a rate of ݢ˟ɾٖࢠ 10% unless reduced by treaty. Under the tax treaty κೢe࣓ኣࠗಋၤɻਝɾೢ৻ૈ ɻਝͬพֺᏵכbetween Hong Kong and the PRC, the withholding tax cࠗಋֈ̵ҙ༅ rate for dividends received by a Hong Kong resident ٖࢠɾདκೢೢଅͅ10%ಕϭ from investments in PRC enterprises is reduced from 5%cࠗಋͬพܛτɻਝͬพ༅ to 5%, providing that the Hong Kong business ̯ʭ25%e࣓ኣณೢؒɾೢ৻ 10% ᙔʔڃholds at least 25% of the capital of the PRC enterprise. య༦ಎፒؒc̯එ྆ɻਝ ɀཌྷཌྷȼαɊɀ˂ɍɊȹכPursuant to the grandfathering treatments of the new ̇గԯ ʗึСᎶνɾٖࢠɰᏵᑥ̰کtax law, dividends receivable by the Group from the PRC ˀ ᙔڃsubsidiaries in respect of its undistributed profits prior Лᖔढ़དκೢe̯එ྆ɻਝ to 31st December, 2007 are exempted from withholding ʔ̇గԯϬɀཌྷཌྷɄαȹ˂ȹˀ tax. Dividends receivable by the Group from the PRC ֺᑨՅɾึСᎶνɾٖࢠੀᖔढ़ subsidiaries in respect of its profits earned since 1st དκೢe January, 2008 will be subject to the withholding tax.
104 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ɾֺೢٲINCOME TAX IN THE CONSOLIDATED 6 ၃ฌऩం 6 INCOME STATEMENT (CONTINUED) ᙩ
(b) RECONCILIATION BETWEEN TAX EXPENSE (b) ೢඖʻˮၤผ߮ึС˞ሬ͂ೢ AND ACCOUNTING PROFIT AT APPLICABLE ଅ့߮ɾྦྷሏi TAX RATES:
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
С 300,887 291,812ึکProfit before taxation ೢ
τᗐೢඖ̇ؒဳᑲਂሬ͂ɾܘ ,Notional tax on profit before taxation Сึکcalculated at the rates applicable to bСೢೢଅ့߮ೢ profits in the tax jurisdictions concerned bɾೢඖ 50,492 53,841 Tax effect of non-deductible expenses ɺ˿κಕʻˮɾೢ৻ᄧᚊ 9,048 4,542 (ᇾೢνɃɾೢ৻ᄧᚊ (4,424) (4,073ڈ Tax effect of non-taxable revenue – ᙔʔ̇ɾདκೢ 1,858ڃWithholding tax of PRC subsidiary ɻਝ Tax effect of unused tax losses not ̰గႮ֝ೢඖᆢႏ˘̰Ԛ͂ɾ recognised for deferred tax purposes bೢ৻ᑋฌɾೢ৻ᄧᚊ 1,852 3,038 Tax effect of utilisation of tax losses ༜͂˞̰֡ᆢႏАႮ֝ೢඖɾ not previously recognised for bೢ৻ᑋฌɾೢ৻ᄧᚊ deferred tax purposes – (605) Tax effect of recognising tax losses ᆢႏ˞֡ֆ̰ᆢႏɾೢඖᑋฌ and temporary differences bʥᅗࣂᔾɾೢ৻ᄧᚊ not previously recognised (513) – Effect of change in tax rate ೢଅᛰ৽ྦྷႮ֝ೢඖɾᄧᚊ on deferred tax balances b – (1,229) (One-off tax reduction ȹωֲೢඖಕЛ – (75 Over)/under-provision in respect of ˞֡α۹ೢඖ൚ᔾᅆௐʼnᅆௐ) prior years bɺӷ (2,581) 392 Others ԯˢ 778 –
Actual tax expense ྡྷೢඖʻˮ 56,510 55,831
105 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ټDIRECTORS’ REMUNERATION 7 ໎ԑ༭ 7
ڬDirectors’ remuneration disclosed pursuant to section 161 of ࣓ኣࠗಋʔ̇ૈԝ161ૈʥɐ̟ஃ ΣɎiټthe Hong Kong Companies Ordinance and the requirements ɾஃցׄᚉɾ໎ԑ༭ of the Listing Rules is as follows:
2009 ɀཌྷཌྷȾα Salaries, allowances Retirement Directors’ and benefits Discretionary scheme Share-based fees in kind bonuses contributions Sub-total payments Total ɾ ঽིͤ߮ ˞ٖͫݯיdݛൎʥ ੱೕټᑀ ٦ Ԝಁ ɩ߮ ਥᓣɾ˟ಁ ᐢ߮ ါСذྡྷ ټ໎ԑ $’000 $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
Executive Directors ਨϷ໎ԑ
Mr. Winston Yau-lai LO ᖓʤᓤͱ́ 164 3,745 2,751 163 6,823 462 7,285 ͱ́ 82 3,640 1,745 160 5,627 285 5,912۽ڌMr. Laurence P. EISENTRAGER ቭ Mr. Eric Fat YU Еೕͱ́ 82 1,866 563 109 2,620 163 2,783
ਨϷ໎ԑڈ Non-executive Directors
Ms. Myrna Mo-ching LO ᖓᄮ߱ɤɡ 82 – – – 82 – 82 Ms. Yvonne Mo-ling LO ᖓᄮށɤɡ 90 – – – 90 – 90
ਨϷ໎ԑڈIndependent Non-executive ዟ͓ Directors
Dr. The Hon. Sir David Kwok-po LI ңਝᗸᏲɡ 252 – – – 252 – 252 Mr. Iain F. BRUCE ̠ቧɡͱ́ 252 – – – 252 – 252 Mr. Jan P.S. ERLUND Jan P.S. ERLUNDͱ́ 269 – – – 269 – 269
1,273 9,251 5,059 432 16,015 910 16,925
106 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ټDIRECTORS’ REMUNERATION 7 ໎ԑ༭ 7 (CONTINUED) ᙩ
ڬDirectors’ remuneration disclosed pursuant to section 161 of ࣓ኣࠗಋʔ̇ૈԝ161ૈʥɐ̟ஃ ΣɎiᙩټthe Hong Kong Companies Ordinance and the requirements ɾஃցׄᚉɾ໎ԑ༭ of the Listing Rules is as follows: (continued)
2008 ɀཌྷཌྷɄα Salaries, allowances Retirement Directors’ and benefits Discretionary scheme Share-based fees in kind bonuses contributions Sub-total payments Total ɾ ঽིͤ߮ ˞ٖͫݯיdݛൎʥ ੱೕټᑀ ٦ Ԝಁ ɩ߮ ਥᓣɾ˟ಁ ᐢ߮ ါСذྡྷ ټ໎ԑ $’000 $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
Executive Directors ਨϷ໎ԑ
Mr. Winston Yau-lai LO ᖓʤᓤͱ́ 157 3,737 2,041 147 6,082 491 6,573 ͱ́۽ڌMr. Laurence P. EISENTRAGER ቭ ഽ(i) 54 2,296 1,222 97 3,669 – 3,669ڃ ((note (i) Mr. Eric Fat YU Еೕͱ́ 79 1,648 467 107 2,301 165 2,466 Mr. Ambrose Kam-shing CHAN ஹ፦ͱ́ ഽ(ii) 12 1,815 2,710 50 4,587 152 4,739ڃ ((note (ii) ഽ(iii) 52 1,902 498 78 2,530 101 2,631ڃMr. John Shek-hung LAU (note (iii)) ჳ።ᒤͱ́
ਨϷ໎ԑڈ Non-executive Directors
Ms. Myrna Mo-ching LO ᖓᄮ߱ɤɡ 87 – – – 87 – 87 Ms. Yvonne Mo-ling LO ᖓᄮށɤɡ 77 – – – 77 – 77
ਨϷ໎ԑڈIndependent Non-executive ዟ͓ Directors
Dr. The Hon. Sir David Kwok-po LI ңਝᗸᏲɡ 256 – – – 256 – 256 Mr. Iain F. BRUCE ̠ቧɡͱ́ 227 – – – 227 – 227 Mr. Jan P.S. ERLUND Jan P.S. ERLUNDͱ́ 258 – – – 258 – 258
1,259 11,398 6,938 479 20,074 909 20,983
࣓ኣ̯ʔ̇ɾᑪܞShare-based payments represent the estimated value of share ˞ٖͫݯਥᓣɾ˟ಁ options granted to the Directors under the Company’s share ٖᚬི߮ʀ໎ԑɾᑪٖᚬɾЅ߮ძ (ഽ1(o)(ivڃoption scheme. The value of these share options is measured ࠤeϊ೩ᑪٖᚬɾძࠤȽ࣓ኣ מaccording to the Group’s accounting policies for share-based ֺ༗̯එ྆గ˞ٖͫݯ˟ಁਥᓣɾ͚ payment transactions as set out in note 1(o)(iv). ઔ͂ɾผ߮ܧ೪Ϥ߮൴e 107 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ټDIRECTORS’ REMUNERATION 7 ໎ԑ༭ 7 (CONTINUED) ᙩ
ڬDirectors’ remuneration disclosed pursuant to section 161 of ࣓ኣࠗಋʔ̇ૈԝ161ૈʥɐ̟ஃ ΣɎiᙩټthe Hong Kong Companies Ordinance and the requirements ɾஃցׄᚉɾ໎ԑ༭ of the Listing Rules is as follows: (continued)
˚ɰˮɾᑪٖᚬɾܢ˳ါСذThe details of these benefits in kind, including the principal ϊ೩ྡྷ ഽ28ɻׄᚉeڃכterms and number of options granted, are disclosed in note ߬ૈಁʥᅕ͌ɾੱ 28.
ഽiڃ :Notes
ɀཌྷཌྷȼαȼ˂ɀɊˀᏵկכͱ́۽ڌi) Mr. Laurence P. EISENTRAGER was appointed as an Executive (i) ቭ) ݯԯᏵկͨݯټDirector on 20th July, 2007. The emoluments reported above ͨݯਨϷ໎ԑeɐ߸ɾ༭ eټֺνՅɾ༭܃represented emoluments received after his appointment as an ਨϷ໎ԑ Executive Director.
ɀཌྷཌྷȼαȼ˂ɀɊʄˀᖽכii) Mr. Ambrose Kam-shing CHAN resigned as an Executive Director (ii) ஹ፦ͱ́) on 25th July, 2007. ͨਨϷ໎ԑe
ɀཌྷཌྷȼαɊɀ˂ȹˀঽͨכiii) Mr. John Shek-hung LAU retired as an Executive Director on (iii) ჳ።ᒤͱ́) 1st December, 2007. ਨϷ໎ԑe
ɁɡټINDIVIDUALS WITH HIGHEST 8 ঢ়༭ 8 EMOLUMENTS
ɁɡɻcɍΊɀཌྷཌྷɄټOf the five individuals with the highest emoluments, three ΕʄΊঢ়༭ ഽ7ڃכټfour) are Directors whose emoluments are disclosed αi̒Ίݯ໎ԑc֤೩ɾ༭ :2008) in note 7. The aggregate of the emoluments in respect of the ɻׄᚉeԯԭΊɀཌྷཌྷɄαiȹΊ ᐢᔾΣɎiټɁɡɾ༭ټother two individuals (2008: one individual) are as follows: ঢ়༭
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
1,875 4,731 ټʥԯˢ༭ټSalaries and other emoluments ᑀ Retirement scheme contributions ঽིͤ߮Ԝಁ 205 74 ɾ٦ 661 509יDiscretionary bonuses ੱೕ Share-based payments ˞ٖͫݯਥᓣɾ˟ಁ 106 158
5,703 2,616
Share-based payments represent the estimated value of share ˞ٖͫݯਥᓣɾ˟ಁЩ࣓ኣ̯ʔ̇ɾᑪ options granted to the individuals under the Company’s share ٖᚬི߮ʀПɁɡɾᑪٖᚬɾЅ߮ ഽڃoption scheme. The value of these share options is measured ძࠤeϊ೩ᑪٖᚬɾძࠤȽ࣓ኣ according to the Group’s accounting policies for share-based 1(o)(iv)ֺ༗̯එ྆గ˞ٖͫݯ˟ಁਥᓣɾ ೪Ϥ߮൴eᑪٖᚬ߮ܧઔढ़ɾผ߮מpayment transactions as set out in note 1(o)(iv). The principal ͚ ഽ28ɻׄᚉeڃכterms of the share option scheme are disclosed in note 28. ིɾ˚߬ૈಁ
108 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ɁɡټINDIVIDUALS WITH HIGHEST 8 ঢ়༭ 8 EMOLUMENTS (CONTINUED) ᙩ
ɁɡټThe emoluments of the two individuals (2008: one individual) ԭΊɀཌྷཌྷɄαiȹΊঢ়༭ ʍ˝˞ɎୂПiټwith the highest emoluments are within the following band: ɾ༭
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Number Number Ɂᅕ Ɂᅕ
$2,500,001 to $3,000,000 2,500,001ʏϭ3,000,000ʏ 2 1
τɁᎶЌܛ9PROFIT ATTRIBUTABLE TO EQUITY 9 ̯ʔٖ̇ᚬ SHAREHOLDERS OF THE COMPANY ึС
ɰܢ˳τɁᎶЌ၃ึСܛThe consolidated profit attributable to equity shareholders of ̯ʔٖ̇ᚬ ɻɾึСٲthe Company includes a profit of $132,488,000 (2008: ͶɃ̯ʔ̇ল৻ం $204,463,000) which has been dealt with in the financial 132,488,000ʏ ɀ ཌྷ ཌྷɄαi statements of the Company. 204,463,000ʏe
ᔾၤ̯ʔ̯̇α۹ึСɾྦྷሏiټReconciliation of the above amount to the Company’s profit ɐ߸ for the year:
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
ɾٲAmount of consolidated profit ɰͶɃ̯ʔ̇ল৻ం τɁᎶЌܛattributable to equity shareholders b̯ʔٖ̇ᚬ ᔾټdealt with in the Company’s b၃ึС financial statements 132,488 204,463 α۹ܧᙔʔ̇ɐȹলڃDividends from subsidiaries ԞϬ α۹ғʥ̯כattributable to the profits of bึСcԎ the previous financial year, bʻ˟ɾٖࢠ approved and paid during the year 42,106 19,212
Company’s profit for the year ̯ʔ̇ɾ̯α۹ึС ഽ26(b) 174,594 223,675ڃnote 26(b)) b)
109 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
DIVIDENDS 10 ٖࢠ 10
τɁɾ̯ܛa) DIVIDENDS PAYABLE TO EQUITY (a) Ꮆ˟ʀ̯ʔٖ̇ᚬ) SHAREHOLDERS OF THE COMPANY α۹ٖࢠ ATTRIBUTABLE TO THE YEAR
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
Interim dividend declared and paid of ɰۧݢʥɰʻ˟ɻ౨ٖࢠҰٖ cents per ordinary share bౝٖ2.8˦ɀཌྷཌྷɄαi 2.8 ˦cents per ordinary share) bҰٖౝٖ2.8 2.8 :2008) ഽ26 28,424 28,315ڃnote 26) b) Ꮓݢ̱౨ٖࢠҰٖ܃့ˀכ Final dividend proposed after the balance sheet date of bౝٖ9.0˦ɀཌྷཌྷɄαi ˦cents per ordinary share bҰٖౝٖ8.7 9.0 (2008: 8.7 cents per ordinary share) 91,388 88,216 ᏃݢऋПٖࢠҰٖ܃့ˀכ Special dividend proposed after the balance sheet date of bౝٖ10.0˦ɀཌྷཌྷɄαi ˦cents per ordinary share bҰٖౝٖ10.0 10.0 (2008: 10.0 cents per ordinary share) 101,543 101,398
221,355 217,929
Ꮓݢɾ̱౨ʥऋПٖࢠԎɺ܃့ˀכ The final and special dividends proposed after the balance ့ˀɾ߲ඦeכsheet date have not been recognised as liabilities at the ᆢႏݯ balance sheet date.
α̯כα۹cԎܧɐȹলכb) DIVIDENDS PAYABLE TO EQUITY (b) ᙔ) ܛSHAREHOLDERS OF THE COMPANY ۹ғʥʻ˟ʀ̯ʔٖ̇ᚬ ATTRIBUTABLE TO THE PREVIOUS FINANCIAL τɁɾٖࢠ YEAR, APPROVED AND PAID DURING THE YEAR
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
α۹̯כα۹cԎܧɐȹলכFinal dividend in respect of ᙔ the previous financial year, bғʥʻ˟ɾ̱౨ٖࢠҰٖ approved and paid during the year, bౝٖ8.7˦ɀཌྷཌྷɄαi ˦of 8.7 cents per ordinary share bҰٖౝٖ6.7 ഽ26ڃcents per ordinary share) b 6.7 :2008) (note 26) 88,278 67,706 α۹̯כα۹cԎܧɐȹলכSpecial dividend in respect of ᙔ the previous financial year, bғʥʻ˟ɾऋПٖࢠҰٖ approved and paid during the year, bౝٖ10.0˦ɀཌྷཌྷɄαi ˦of 10.0 cents per ordinary share bҰٖౝٖ10.0 ഽ26ڃcents per ordinary share) b 10.0 :2008) (note 26) 101,469 101,054
189,747 168,760 110 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
СޔEARNINGS PER SHARE 11 Ұٖ 11
Сޔa) BASIC EARNINGS PER SHARE (a) Ұٖਥ̯)
τɁܛСȽ࣓ኣ̯ʔٖ̇ᚬޔThe calculation of basic earnings per share is based on the Ұٖਥ̯ profit attributable to equity shareholders of the Company of ᎶЌึС217,419,000ʏɀཌྷཌྷɄαi and the weighted 211,208,000ʏʥ̯α۹ʑɰೕϷౝ ($211,208,000 :2008) $217,419,000 average number of 1,014,411,000 ordinary shares (2008: ٖɾ˱ᚬ̡яٖᅕ1,014,411,000ٖౝ ordinary shares) in issue during the year, ٖɀཌྷཌྷɄαi1,010,332,000ٖౝ 1,010,332,000 calculated as follows: ့ٖ߮eౝٖɾ˱ᚬ̡яٖᅕɾ့߮ ΣɎi
Weighted average number of ordinary shares ౝٖɾ˱ᚬ̡яٖᅕ
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Number of Number of shares shares ᅕ͌ ٖͫᅕٖ͌ͫ ’000 ’000 ɝٖ ɝٖ
ȹˀɾɰೕϷౝٖ˂̒כ Issued ordinary shares at 1st April ഽ26(c) 1,011,576 1,007,036ڃnote 26(c)) b) Effect of share options exercised ɰϷԚᑪٖᚬɾᄧᚊ 2,835 3,296
Weighted average number of ̯α۹ౝٖɾ˱ᚬ̡яٖᅕ ഽ11(b) 1,014,411 1,010,332ڃordinary shares for the year (note 11(b)) b
Сޔb) DILUTED EARNINGS PER SHARE (b) Ұٖᚫᑁ)
τɁᎶܛСȽ࣓ኣ̯ʔٖ̇ᚬޔThe calculation of diluted earnings per share is based on the Ұٖᚫᑁ profit attributable to equity shareholders of the Company of ЌึС217,419,000ʏɀཌྷཌྷɄαi Сޔand the weighted 211,208,000ʏʥగֺτԮᅶΕᚫᑁ ($211,208,000 :2008) $217,419,000 ɾౝٖ˱ᚬ܃average number of 1,018,957,000 ordinary shares (2008: ɾౝٖɾᄧᚊАˮሁኬ ordinary shares) after adjusting for the effects ̡яٖᅕ1,018,957,000ٖౝٖɀཌྷཌྷɄ 1,016,659,000 of all dilutive potential ordinary shares, calculated as follows: αi1,016,659,000ٖౝ့ٖ߮ΣɎi
Weighted average number of ordinary shares (diluted) ౝٖɾ˱ᚬ̡яٖᅕᚫᑁ
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Number of Number of shares shares ᅕ͌ ٖͫᅕٖ͌ͫ ’000 ’000 ɝٖ ɝٖ
Weighted average number of ̯α۹ౝٖɾ˱ᚬ̡яٖᅕ ഽ11(a) 1,014,411 1,010,332ڃordinary shares for the year (note 11(a)) b Effect of deemed issue of உΐ࣓ኣ̯ʔ̇ɾᑪٖᚬི߮ ordinary shares under the Company’s b˞ಲʿβೕϷౝٖɾᄧᚊ share option scheme for nil consideration 4,546 6,327
Weighted average number of ̯α۹ౝٖɾ˱ᚬ̡яٖᅕ ordinary shares (diluted) for the year bᚫᑁ 1,018,957 1,016,659 111 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
12 SEGMENT REPORTING 12 ʗంй
(a) The Group manages its businesses by entities, which are (a) ̯එ྆༦ܘΔਂι͓ɾྡྷဳଉพ organised by geography. In a manner consistent with the way ৻e̯එ྆ܘ๑ၤΉ̯එ྆ঢ়ᄙϷܧ ଊിЅɾʑٲin which information is reported internally to the Group’s most ဳଉɁࡗగ༅ສʥ senior executive management for the purposes of resource මం༅ࢿʿβcеంɎͶʄంйʗ allocation and performance assessment, the Group has e̯එ྆ԎಲԡᏪ༜ʗc˞ୂι presented the following five reportable segments. No operating ˞Ɏɾంйʗe segments have been aggregated to form the following reportable segments.
Εࠗಋdዌܞพ৻˚߬پThe Hong Kong and Macau business mainly represents Ð ࠗಋʥዌ – ʥࣵ̔́ଐʥሻਕӲ̘dএdپ the manufacture and sale of soymilk, tea, water, juice c˞ʥᏪۂand tofu, etc. in Hong Kong, Macau and overseas and ˋd̸ʥӲၛ೩ଐ the operation of tuck shops and catering businesses; ነ࣎ɩࠕʥᎁඝพ৻h
– The Mainland China business mainly represents the Ð ɻਝʑΔพ৻˚߬ܞΕɻਝʑΔ́ hۂmanufacture and sale of soymilk, tea and juice, etc. in ଐʥሻਕӲ̘dএʥ̸೩ଐ Mainland China;
ΕዌݘʥܞThe Australia and New Zealand business mainly Ð ዌݘʥณϹᙬพ৻˚߬ – represents the manufacture and sale of soymilk and rice ณϹᙬ́ଐʥሻਕӲ̘ʥϝ̘h milk in Australia and New Zealand;
Ε˵ݘ́ଐʥܞThe North America business mainly represents the Ð ˵ݘพ৻˚߬ – manufacture and sale of tofu, pasta, imported soymilk, ሻਕӲၛdᙈࠕd൬ɟӲ̘d൬ɟ hʥۂimported juice, imported tea, etc. in North America; and ̸d൬ɟএ೩ଐ
– The Singapore business mainly represents the Ð ณ˱գพ৻˚߬ܞΕณ˱գʥࣵ̔ eۂᗐଐޚmanufacture and sale of soy related products in ́ଐʥሻਕɣӲ Singapore and overseas.
All of the Group’s turnover is generated from the manufacture ̯එ྆ɾᏪพᔾͲԞϬ́ଐʥሻਕࠕ eۂʥඝۂ .and sale of food and beverages
112 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
12 SEGMENT REPORTING (CONTINUED) 12 ʗంйᙩ
(b) SEGMENT RESULTS, ASSETS AND (b) ʗพᐜd༅ଐʥ߲ඦ LIABILITIES
ଊʥΈʗංɾ༅ສٲFor the purposes of assessing segment performance and గിЅʗ allocating resources between segments, the Group’s senior ϤӰc̯එ྆ঢ়ᄙϷܧဳଉɁࡗ࣓ኣɎ executive management monitors the results, assets and ͶԑඖဟઁΈంйʗɾพᐜd༅ଐ liabilities attributable to each reportable segment on the ʥ߲ඦi following bases:
Segment assets include all tangible assets, intangible assets ʗ༅ଐ˳ܢͲτѼ༅ଐdಲѼ༅ଐ and current assets with the exception of employee retirement ʥݚ৽༅ଐcࡗঽͤါС༅ଐdႮ benefit assets, deferred tax assets, current tax recoverable ֝ೢඖ༅ଐdᎶνΑଊ౨ೢඖʥԯˢͬ and other corporate assets. Segment liabilities include all trade พ༅ଐ̔eʗ߲ඦ˳ܢͲПʗ creditors and bills payable attributable to the manufacturing ɾ́ଐʥሻਕݠ৽ᎶЌɾᎶ˟ሏಁʥ અဳଉɾقand sales activities of the individual segments, bank loans Ꮆ˟ኣdႺϷ൘ಁʥʗ and obligations under finance leases managed directly by the ጪ༅ै༉ɾඦ৻c˞ʥݚ৽߲ඦc segments and current liabilities with the exception of employee ࡗঽͤါС߲ඦdᎶ˟ଊ౨ೢඖdႮ֝ retirement benefit liabilities, current tax payables, deferred tax ೢඖ߲ඦʥԯˢͬพ߲ඦ̔e liabilities and other corporate liabilities.
ʿؒݯᏪึ͐ٲంйʗึСɾכ͂ (The measure used for reporting segment profit is “profit/(loss from operations” i.e. “adjusted earnings before finance costs СʼnᑋฌcЩκጪ༅ι̯ʥೢඖ СeݯȿˮᏪึСޔɾሁኬک and taxes”. To arrive at “profit/(loss) from operations”, the ᆢᓊעСగԎಲޔGroup’s earnings are further adjusted for items not specifically ʼnᑋฌc̯එ྆ɾ ܧПʗɾඖ͌Σᐢʔֶ̇ͬพϷכ attributed to individual segments, such as head office or אcorporate administration costs. Taxation charge/(credit) is not ι̯Аˮ൬ȹүሁኬeೢඖʻʼn allocated to reporting segments. Inter-segment sales are ЛԎಲͶɃంйʗeʗංሻਕȽܘ priced at cost plus profit margin. ι̯˱ᖾСᅼցძe
ഽ1ֺ߸ڃ೪ၤܧThe accounting policies of the reporting segments are the ంйʗֺઔढ़ɾผ߮ same as the Group’s accounting policies described in note 1. ɾ̯එ྆ผ߮ܧ೪ޚe
113 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
12 SEGMENT REPORTING (CONTINUED) 12 ʗంйᙩ
(b) SEGMENT RESULTS, ASSETS AND (b) ʗพᐜd༅ଐʥ߲ඦᙩ LIABILITIES (CONTINUED)
Information regarding the Group’s reportable segments as ࿀ϭɀཌྷཌྷȾαʥɀཌྷཌྷɄαɍ˂ɍɊ provided to the Group’s most senior executive management ȹˀ˅τᗐΉ̯එ྆ঢ়ᄙϷܧဳଉɁ ଊ༅ࢿΣٲfor the purposes of resource allocation and assessment of ࡗొԜɾ༅ສʥʗ segment performance for the years ended 31st March, 2009 Ɏi and 2008 is set out below:
Hong Kong and Macau Mainland China Australia and New Zealand North America Singapore Total ɻਝʑΔ ዌݘʥณϹᙬ ˵ݘ ณ˱գ ᐢ߮ پࠗಋʥዌ
2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
Revenue from external ԞϬ̔ං۪ʸ customers bɾνɃ 1,457,123 1,365,400 564,411 362,202 285,061 279,752 415,610 409,030 60,990 – 2,783,195 2,416,384 Inter-segment revenue ʗංνɃ 61,476 61,475 120,205 46,599 144 – 280 – 157 – 182,262 108,074
Reportable segment ంйʗɾ revenue bνɃ 1,518,599 1,426,875 684,616 408,801 285,205 279,752 415,890 409,030 61,147 – 2,965,457 2,524,458
Reportable segment ంйʗɾ profit/(loss) from bᏪึСʼn operations bᑋฌ 242,883 265,582 77,663 51,053 52,086 58,696 (6,235) (10,709) 8,235 – 374,632 364,622
Interest income from ႺϷΦಁɾ bank deposits bСࢠνɃ 4,721 13,749 805 1,224 750 1,030 128 1,086 5 – 6,409 17,089 Finance costs ጪ༅ι̯ (445) (679) (1,444) (714) (4,589) (7,388) (124) (84) – – (6,602) (8,865) Depreciation and ̯α۹ɾҗᓿ amortisation for bʥᚫሻ the year (49,705) (49,925) (20,028) (24,197) (17,820) (19,651) (13,097) (13,883) (4,138) – (104,788) (107,656) ټଊڈOther material ԯˢࠇɣ non-cash items: bඖ͌i – Impairment losses on ÐᎶνሏಁʥ trade and bbԯˢᎶνಁ other receivables bbಕࠤᑋฌ (80) (16) (179) (180) (92) (3,079) – (125) – – (351) (3,400) ˞Equity settled Ð့ٖ̯ – share-based bbٖͫݯ˟ಁ payment expenses bbਥᓣɾ͂ (265) (346) (45) (28) – – – – – – (310) (374)
Reportable segment ంйʗɾ༅ଐ assets 1,509,946 1,459,447 455,968 391,220 217,296 288,231 215,647 226,671 89,654 – 2,488,511 2,365,569
Reportable segment ంйʗɾ߲ඦ liabilities 328,531 258,767 247,195 200,952 91,818 129,986 246,529 249,836 4,980 – 919,053 839,541
ݚ৽ڈAdditions to non-current ̯α۹ສ segment assets bʗ༅ଐ during the year 112,522 44,136 18,063 38,020 2,019 1,863 11,375 3,959 56,570 – 200,549 87,978
114 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
12 SEGMENT REPORTING (CONTINUED) 12 ʗంйᙩ
(c) RECONCILIATIONS OF REPORTABLE (c) ంйʗνɃdฌऩd༅ଐ SEGMENT REVENUE, PROFIT OR LOSS, ʥ߲ඦɾྦྷሏ ASSETS AND LIABILITIES
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
Revenue νɃ
Reportable segment revenue ంйʗνɃ 2,965,457 2,524,458 Elimination of inter-segment revenue ʗංνɃɾ࿁ሻ (182,262) (108,074)
Consolidated turnover ၃Ꮺพᔾ 2,783,195 2,416,384
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
Profit ึС
Reportable segment profit from operations ంйʗᏪึС 374,632 364,622 Finance costs ጪ༅ι̯ (6,602) (8,865) Unallocated head office and ̰ʗɾᐢʔ̇ʥ corporate expenses bͬพ͂ (67,143) (63,945)
၃ึС 300,887 291,812کConsolidated profit before taxation ೢ
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
Interest income СࢠνɃ
Reportable segment interest income ంйʗСࢠνɃ 6,409 17,089 Unallocated head office and ̰ʗɾᐢʔ̇ʥ corporate interest income bͬพСࢠνɃ 36 115
Consolidated interest income ၃СࢠνɃ 6,445 17,204 115 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
12 SEGMENT REPORTING (CONTINUED) 12 ʗంйᙩ
(c) RECONCILIATIONS OF REPORTABLE (c) ంйʗνɃdฌऩd༅ଐ SEGMENT REVENUE, PROFIT OR LOSS, ʥ߲ඦɾྦྷሏᙩ ASSETS AND LIABILITIES (CONTINUED)
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
Assets ༅ଐ
Reportable segment assets ంйʗ༅ଐ 2,488,511 2,365,569 Elimination of inter-segment receivables ʗංᎶνಁɾ࿁ሻ (410,090) (356,945)
2,078,421 2,008,624 Employee retirement benefit assets ࡗঽͤါС༅ଐ 2,478 3,327 Deferred tax assets Ⴎ֝ೢඖ༅ଐ 6,895 4,249 Current tax recoverable ᎶνΑଊ౨ೢඖ 6,011 675 Unallocated head office and ̰ʗɾᐢʔ̇ʥ corporate assets bͬพ༅ଐ 17,743 3,792
Consolidated total assets ၃ᐢ༅ଐ 2,111,548 2,020,667
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
Liabilities ߲ඦ
Reportable segment liabilities ంйʗ߲ඦ 919,053 839,541 Elimination of inter-segment payables ʗංᎶ˟ಁɾ࿁ሻ (260,657) (277,028)
658,396 562,513 Employee retirement benefit liabilities ࡗঽͤါС߲ඦ 1,635 2,034 Deferred tax liabilities Ⴎ֝ೢඖ߲ඦ 28,682 12,036 Current tax payable Ꮆ˟ଊ౨ೢඖ 11,882 19,443 Unallocated head office and ̰ʗɾᐢʔ̇ʥ corporate liabilities bͬพ߲ඦ 13,956 792
Consolidated total liabilities ၃ᐢ߲ඦ 714,551 596,818
116 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
12 SEGMENT REPORTING (CONTINUED) 12 ʗంйᙩ
(d) GEOGRAPHIC INFORMATION (d) Δਂ༅ࢿ
༗Ͷτᗐ̯එ྆՞ց༅ଐdಲѼ༅ٲThe following table sets out information about the geographic Ɏ ݚ৽༅ଐɾΔଉϽڈlocation of the Group’s fixed assets, intangible assets and ଐʥਆᙷऋց ݚ৽༅ଐϤӰc՞ڈgoodwill (“specified non-current assets”). The geographic ສɾ༅ࢿeగऋց location of the specified non-current assets is based on the ց༅ଐȽ࣓ኣ༅ଐɾྡྷɾΔଉϽ ԯพܞڬphysical location of the assets, in the case of fixed assets, ສcϤగಲѼ༅ଐʥਆᙷϤӰ the location of the operation to which they are allocated, in ৻ֺΕΔe the case of intangible assets and goodwill.
Specified non-current assets ݚ৽༅ଐڈऋց
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
326,592 387,971 پHong Kong and Macau ࠗಋʥዌ
Mainland China ɻਝʑΔ 167,305 166,064 Australia and New Zealand ዌݘʥณϹᙬ 109,848 164,837 North America ˵ݘ 114,234 116,450 Singapore ณ˱գ 66,111 –
457,498 447,351
845,469 773,943
The revenue from external customers and specified non- ࠗಋ̯එֺ྆ΕΔЌ̯එ྆ԞϬ̔ං ݚ৽༅ଐʗڈcurrent assets of the Group attributed to Hong Kong, the ۪ʸɾνɃʥ̯එ྆ऋց Group’s place of domicile, amounted to $1,378,571,000 Пݯ1,378,571,000ʏɀཌྷཌྷɄαi (2008: $1,310,919,000) and $381,375,000 (2008: 1,310,919,000ʏʥ381,375,000ʏɀ $321,713,000) respectively. ཌྷཌྷɄαi321,713,000ʏe e) MAJOR CUSTOMERS (e) ˚۪߬ʸ)
ɀཌྷཌྷȾαcԞϬ̯එ྆ɣ۪ʸʥכ In 2009, the revenue from the Group’s largest customer and five largest customers amounted to 8% (2008: 8%) and 25% ʄɣ۪ʸɾνɃʗПЌ̯එ྆ᐢνɃɾ (2008: 24%) of the Group’s total revenue respectively. 8%ɀཌྷཌྷɄαi8%ʥ25%ɀཌྷཌྷɄ αi24%e
൘එɻࠓ፮ɾੱ༗ڌDetails of concentration of credit risk arising from these ԞϬ೩۪ʸɾ ഽ29(a)eڃכ .(customers are set out in note 29(a 117 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
12 SEGMENT REPORTING (CONTINUED) 12 ʗంйᙩ
ɰంй࿀ϭɀཌྷཌྷɄαȾکf) RESTATEMENT OF SEGMENT INFORMATION (f) ξ) OF PREVIOUSLY REPORTED INTERIM ˂ɍɊˀ˅ɻ౨ʗ༅ࢿɾࠇ PERIOD ENDED 30TH SEPTEMBER, 2008 Ͷ
Hong Kong and Macau Mainland China Australia and New Zealand North America Singapore Total ɻਝʑΔ ዌݘʥณϹᙬ ˵ݘ ณ˱գ ᐢ߮ پࠗಋʥዌ Six months ended Six months ended Six months ended Six months ended Six months ended Six months ended 30th September, 30th September, 30th September, 30th September, 30th September, 30th September, ࿀ϭȾ˂ɍɊˀ˅ʒ˂ ࿀ϭȾ˂ɍɊˀ˅ʒ˂ ࿀ϭȾ˂ɍɊˀ˅ʒ˂ ࿀ϭȾ˂ɍɊˀ˅ʒ˂ ࿀ϭȾ˂ɍɊˀ˅ʒ˂ ࿀ϭȾ˂ɍɊˀ˅ʒ˂
2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 ɀཌྷཌྷɄα ɀཌྷཌྷȼα ɀཌྷཌྷɄα ɀཌྷཌྷȼα ɀཌྷཌྷɄα ɀཌྷཌྷȼα ɀཌྷཌྷɄα ɀཌྷཌྷȼα ɀཌྷཌྷɄα ɀཌྷཌྷȼα ɀཌྷཌྷɄα ɀཌྷཌྷȼα $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
Revenue from external ԞϬ̔ං۪ʸɾ customers bνɃ 723,596 676,820 312,995 191,268 159,256 130,939 198,066 189,735 30,752 – 1,424,665 1,188,762 Inter-segment revenue ʗංνɃ 27,329 45,485 64,209 77,126 – – – – 165 – 91,703 122,611
Reportable segment ంйʗɾ revenue bνɃ 750,925 722,305 377,204 268,394 159,256 130,939 198,066 189,735 30,917 – 1,516,368 1,311,373
Reportable segment ంйʗɾᏪ profit/(loss) from bึСþᑋฌ operations 108,264 133,562 45,626 30,469 28,519 24,014 (5,927) (6,094) 4,313 – 180,795 181,951
ݚ৽ڈAdditions to non-current ౨ʑສ segment assets bʗ༅ଐ during the period 13,397 18,373 10,627 16,162 1,349 684 6,829 1,502 54,724 – 86,926 36,721
Hong Kong and Macau Mainland China Australia and New Zealand North America Singapore Total ɻਝʑΔ ዌݘʥณϹᙬ ˵ݘ ณ˱գ ᐢ߮ پࠗಋʥዌ
At 30th At 31st At 30th At 31st At 30th At 31st At 30th At 31st At 30th At 31st At 30th At 31st September, March, September, March, September, March, September, March, September, March, September, March, 2008 2008 2008 2008 2008 2008 2008 2008 2008 2008 2008 2008 ɀཌྷཌྷכ ɀཌྷཌྷכ ɀཌྷཌྷכ ɀཌྷཌྷכ ɀཌྷཌྷכ ɀཌྷཌྷכ ɀཌྷཌྷכ ɀཌྷཌྷכ ɀཌྷཌྷכ ɀཌྷཌྷכ ɀཌྷཌྷכ ɀཌྷཌྷכ ɄαȾ˂ Ʉαɍ˂ ɄαȾ˂ Ʉαɍ˂ ɄαȾ˂ Ʉαɍ˂ ɄαȾ˂ Ʉαɍ˂ ɄαȾ˂ Ʉαɍ˂ ɄαȾ˂ Ʉαɍ˂ ɍɊˀ ɍɊȹˀ ɍɊˀ ɍɊȹˀ ɍɊˀ ɍɊȹˀ ɍɊˀ ɍɊȹˀ ɍɊˀ ɍɊȹˀ ɍɊˀ ɍɊȹˀ $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
Reportable segment ంйʗɾ assets b༅ଐ 1,443,845 1,459,447 395,233 391,220 251,626 288,231 219,648 226,671 95,442 – 2,405,794 2,365,569
(g) RECONCILIATIONS OF REPORTABLE (g) ంйʗνɃdฌऩd༅ଐ SEGMENT REVENUE, PROFIT OR LOSS, ʥ߲ඦɾྦྷሏ ASSETS AND LIABILITIES
Six months ended 30th September, ࿀ϭȾ˂ɍɊˀ˅ʒ˂ 2008 2007 ɀཌྷཌྷɄα ɀཌྷཌྷȼα $’000 $’000 ɝʏ ɝʏ
Revenue νɃ Reportable segment revenue ంйʗɾνɃ 1,516,368 1,311,373 Elimination of inter-segment revenue ʗංνɃɾ࿁ሻ (91,703) (122,611)
Consolidated turnover ၃Ꮺพᔾ 1,424,665 1,188,762 118 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
12 SEGMENT REPORTING (CONTINUED) 12 ʗంйᙩ
(g) RECONCILIATIONS OF REPORTABLE (g) ంйʗνɃdฌऩd༅ଐ SEGMENT REVENUE, PROFIT OR LOSS, ʥ߲ඦɾྦྷሏᙩ ASSETS AND LIABILITIES (CONTINUED)
Six months ended 30th September, ࿀ϭȾ˂ɍɊˀ˅ʒ˂
2008 2007 ɀཌྷཌྷɄα ɀཌྷཌྷȼα $’000 $’000 ɝʏ ɝʏ
Profit ึС
Reportable segment profit from operations ంйʗᏪึС 180,795 181,951 Finance costs ጪ༅ι̯ (4,017) (4,103) Unallocated head office and ̰ʗɾᐢʔ̇ʥ corporate expenses bͬพ͂ (32,530) (30,817)
၃ึС 144,248 147,031کConsolidated profit before taxation ೢ
At 30th At 31st September, March, 2008 2008 ɀཌྷཌྷכ ɀཌྷཌྷכ ɄαȾ˂ Ʉαɍ˂ ɍɊˀ ɍɊȹˀ $’000 $’000 ɝʏ ɝʏ
Assets ༅ଐ
Reportable segment assets ంйʗ༅ଐ 2,405,794 2,365,569 Elimination of inter-segment receivables ʗංᎶνಁɾ࿁ሻ (404,455) (356,945)
2,001,339 2,008,624 Employee retirement benefit assets ࡗঽͤါС༅ଐ 3,562 3,327 Deferred tax assets Ⴎ֝ೢඖ༅ଐ 7,950 4,249 Current tax recoverable ᎶνΑଊ౨ೢඖ 438 675 Unallocated head office and ̰ʗɾᐢʔ̇ʥ corporate assets bͬพ༅ଐ 14,623 3,792
Consolidated total assets ၃ᐢ༅ଐ 2,027,912 2,020,667 119 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
13 FIXED ASSETS 13 ՞ց༅ଐ
(a) THE GROUP (a) ̯එ྆
Interests in Property, plant and equipment leasehold พdᄥָʥஉௐذ land held Land and Factory Fixtures, for own use buildings machinery furniture under Total held for and and office Motor Investment operating fixed own use equipment equipment vehicles Sub-total property leases assets ܛτАϬ ສd்ᯫ ࣓ኣᏪै༉ τАϬ͂ɾ ՞ցܛ ۩ɾɠΔ ɮᄥዀኂ ʥፒʔ͂ พ ै༉ɠΔᚬऩ ༅ଐᐢ߮ذʥᅢΧ ʥஉௐ உௐ Ӂӹ ɩ߮ ҙ༅ $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
Cost: ι̯i ɀཌྷཌྷȼα̒˂ȹˀ 552,350 1,043,764 146,465 78,807 1,821,386 22,698 7,678 1,851,762כ At 1st April, 2007 Exchange adjustments මЙሁኬ 18,297 54,227 1,983 1,209 75,716 – 759 76,475 Additions ສ 227 69,082 9,949 6,857 86,115 – 1,863 87,978 Disposals ˮਕ – (12,365) (7,598) (7,282) (27,245) – – (27,245)
ɀཌྷཌྷɄαɍ˂ɍɊȹˀ 570,874 1,154,708 150,799 79,591 1,955,972 22,698 10,300 1,988,970כ At 31st March, 2008
Accumulated amortisation, ୃ߮ᚫሻdҗᓿʥ depreciation and bಕࠤᑋฌi impairment losses:
ɀཌྷཌྷȼα̒˂ȹˀ 185,351 712,496 118,422 55,811 1,072,080 12,820 2,290 1,087,190כ At 1st April, 2007 Exchange adjustments මЙሁኬ 6,193 35,385 1,624 899 44,101 – 226 44,327 Charge for the year ̯α۹җᓿ 18,289 69,963 10,460 8,139 106,851 526 279 107,656 Written back on disposal ˮਕࣂᅆΑ – (9,727) (7,247) (7,172) (24,146) – – (24,146)
ɀཌྷཌྷɄαɍ˂ɍɊȹˀ 209,833 808,117 123,259 57,677 1,198,886 13,346 2,795 1,215,027כ At 31st March, 2008
Net book value: ሏࠍ૱ࠤi ɀཌྷཌྷɄαɍ˂ɍɊȹˀ 361,041 346,591 27,540 21,914 757,086 9,352 7,505 773,943כ At 31st March, 2008
Cost: ι̯i ɀཌྷཌྷɄα̒˂ȹˀ 570,874 1,154,708 150,799 79,591 1,955,972 22,698 10,300 1,988,970כ At 1st April, 2008 Exchange adjustments මЙሁኬ (19,806) (39,597) (469) (257) (60,129) – 222 (59,907) Additions ສ 1,843 105,286 30,277 8,742 146,148 – – 146,148 ᙔʔ̇ສڃAdditions through acquisition of ༦νᑪ ഽ27 9,958 9,640 335 941 20,874 – – 20,874ڃsubsidiary (note 27) b Reclassification ࠇณʗᗘ 18,509 (5,910) (12,599) ––––– Disposals ˮਕ (154) (19,128) (13,033) (10,533) (42,848) – – (42,848)
ɀཌྷཌྷȾαɍ˂ɍɊȹˀ 581,224 1,204,999 155,310 78,484 2,020,017 22,698 10,522 2,053,237כ At 31st March, 2009
Accumulated amortisation, ୃ߮ᚫሻdҗᓿʥ depreciation and bಕࠤᑋฌi impairment losses:
ɀཌྷཌྷɄα̒˂ȹˀ 209,833 808,117 123,259 57,677 1,198,886 13,346 2,795 1,215,027כ At 1st April, 2008 Exchange adjustments මЙሁኬ (2,636) (18,769) (367) (249) (22,021) – 60 (21,961) Charge for the year ̯α۹җᓿ 19,306 63,331 10,200 9,180 102,017 527 300 102,844 Reclassification ࠇณʗᗘ 5,133 (1,703) (3,430) ––––– Written back on disposal ˮਕࣂᅆΑ (34) (18,421) (11,973) (10,389) (40,817) – – (40,817)
ɀཌྷཌྷȾαɍ˂ɍɊȹˀ 231,602 832,555 117,689 56,219 1,238,065 13,873 3,155 1,255,093כ At 31st March, 2009
Net book value: ሏࠍ૱ࠤi ɀཌྷཌྷȾαɍ˂ɍɊȹˀ 349,622 372,444 37,621 22,265 781,952 8,825 7,367 798,144כ At 31st March, 2009
120 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
13 FIXED ASSETS (CONTINUED) 13 ՞ց༅ଐᙩ
(b) THE COMPANY (b) ̯ʔ̇
Property, plant and equipment พdᄥָʥஉௐذ Land and Factory Fixtures, buildings machinery furniture Total held for and and office Motor Investment fixed own use equipment equipment vehicles Sub-total property assets ܛτАϬ ສd்ᯫ ɾɠΔ ɮᄥዀኂ ʥፒʔ۩ ՞ց͂ พ ༅ଐᐢ߮ذʥᅢΧ ʥஉௐ உௐ Ӂӹ ɩ߮ ҙ༅ $’000 $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
Cost: ι̯i
ɀཌྷཌྷȼα̒˂ȹˀ 141,773 371,019 65,598 61,807 640,197 22,698 662,895כ At 1st April, 2007 Additions ສ – 24,485 5,616 4,949 35,050 – 35,050 Disposals ˮਕ –(6,563) (4,360) (6,807) (17,730) – (17,730)
ɀཌྷཌྷɄαɍ˂ɍɊȹˀ 141,773 388,941 66,854 59,949 657,517 22,698 680,215כ At 31st March, 2008
Accumulated depreciation: ୃ߮җᓿi
ɀཌྷཌྷȼα̒˂ȹˀ 55,472 304,335 58,768 42,963 461,538 12,820 474,358כ At 1st April, 2007 Charge for the year ̯α۹җᓿ 4,213 19,788 3,144 7,000 34,145 526 34,671 Written back on disposal ˮਕࣂᅆΑ –(6,531) (4,199) (6,787) (17,517) – (17,517)
ɀཌྷཌྷɄαɍ˂ɍɊȹˀ 59,685 317,592 57,713 43,176 478,166 13,346 491,512כ At 31st March, 2008
Net book value: ሏࠍ૱ࠤi
ɀཌྷཌྷɄαɍ˂ɍɊȹˀ 82,088 71,349 9,141 16,773 179,351 9,352 188,703כ At 31st March, 2008
Cost: ι̯i
ɀཌྷཌྷɄα̒˂ȹˀ 141,773 388,941 66,854 59,949 657,517 22,698 680,215כ At 1st April, 2008 Additions ສ – 85,362 16,203 5,589 107,154 – 107,154 Disposals ˮਕ (7) (14,008) (6,078) (7,266) (27,359) – (27,359)
ɀཌྷཌྷȾαɍ˂ɍɊȹˀ 141,766 460,295 76,979 58,272 737,312 22,698 760,010כ At 31st March, 2009
Accumulated depreciation: ୃ߮җᓿi
ɀཌྷཌྷɄα̒˂ȹˀ 59,685 317,592 57,713 43,176 478,166 13,346 491,512כ At 1st April, 2008 Charge for the year ̯α۹җᓿ 4,213 21,338 3,253 7,246 36,050 527 36,577 Written back on disposal ˮਕࣂᅆΑ (7) (13,916) (5,954) (7,266) (27,143) – (27,143)
ɀཌྷཌྷȾαɍ˂ɍɊȹˀ 63,891 325,014 55,012 43,156 487,073 13,873 500,946כ At 31st March, 2009
Net book value: ሏࠍ૱ࠤi
ɀཌྷཌྷȾαɍ˂ɍɊȹˀ 77,875 135,281 21,967 15,116 250,239 8,825 259,064כ At 31st March, 2009
121 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
13 FIXED ASSETS (CONTINUED) 13 ՞ց༅ଐᙩ
พɾሏࠍ૱ࠤɾʗΣɎiذ (c) THE ANALYSIS OF NET BOOK VALUE OF (c) PROPERTIES IS AS FOLLOWS:
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
In Hong Kong Εࠗಋ – Medium-term leases bÐɻ౨ै 193,694 202,606 86,700 91,440 Outside Hong Kong ࠗಋ˞̔Δਂ – Freehold bÐ̷ɔพᚬ 95,447 117,232 – – – Medium-term leases bÐɻ౨ै 40,078 33,896 – – – Short-term leases bÐ౨ै 36,595 24,164 – –
365,814 377,898 86,700 91,440 iٲRepresenting: ˤ
Land and buildings held ܛτАϬ͂ɾɠΔ for own use bʥᅢΧ 349,622 361,041 77,875 82,088 พ 8,825 9,352 8,825 9,352ذInvestment property ҙ༅ Interests in leasehold land ࣓ኣᏪै༉ܛτА held for own use under bϬ͂ɾै༉ɠΔᚬऩ operating leases 7,367 7,505 – –
365,814 377,898 86,700 91,440
(d) FIXED ASSETS HELD UNDER FINANCE (d) ˞ጪ༅ै༉ܛτɾ՞ց༅ଐ LEASES
In addition to the leasehold land classified as being held under ͶА˞ጪ༅ै༉ܛτɾै༉ɠΔ̔c ȹϭɄαʑԷ౨כfinance leases, the Group and the Company have factory ̯එ྆ʥ̯ʔ̇༦ machinery and equipment held under finance leases expiring ɾጪ༅ै༉cܛτɮᄥዀኂʥஉௐeጪ eټಳैֶܢ˳from 1 to 8 years. None of the leases includes contingent ༅ै༉Ԏಲ rentals.
There is no addition to the factory machinery and equipment αʑc̯එ྆ʥ̯ʔ̇Ԏಲ༦ጪ༅ै of the Group and the Company financed by finance leases ༉ɀཌྷཌྷɄαi̯එ྆6,697,000ʏh during the year (2008: The Group $6,697,000; the Company ̯ʔ̇ཌྷʏສɮᄥዀኂʥஉௐe $Nil). 122 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
13 FIXED ASSETS (CONTINUED) 13 ՞ց༅ଐᙩ
(d) FIXED ASSETS HELD UNDER FINANCE (d) ˞ጪ༅ै༉ܛτɾ՞ց༅ଐ LEASES (CONTINUED) ᙩ
့ˀc̯එ྆ʥ̯ʔ̇˞ጪ༅ै༉כ At the balance sheet date, the net book value of the factory machinery and equipment held under finance leases of the ܛτɾɮᄥዀኂʥஉௐɾሏࠍ૱ࠤʗП Group and the Company amounted to $27,511,000 (2008: ݯ 27,511,000ʏ ɀཌྷཌྷɄαi $38,077,000) and $4,519,000 (2008: $5,505,000) 38,077,000ʏʥ4,519,000ʏɀཌྷཌྷɄ respectively. The Group’s and the Company’s obligations αi5,505,000ʏe̯එ྆ʥ̯ʔ̇ጪ under finance leases are secured by the lessor’s charge over ༅ै༉ɾඦ৻Ƚ˞ै༉༅ଐАݯኪ eړ .the leased assets
(e) FIXED ASSETS LEASED OUT UNDER (e) ࣓ኣᏪै༉ैˮɾ՞ց༅ଐ OPERATING LEASES
The Group and the Company lease out an investment property ̯එ྆ʥ̯ʔ̇˞ȹඖᏪै༉ैˮҙ ˘үݯ౨ԭαcԎٱพeඖै༉ذunder an operating lease. The lease runs for an initial period ༅ ᙩ౨c։ࣂֺτૈ܃of two years, with an option to renew the lease after that date τᚬፕእΕԷ౨ˀ ֶܢ˳at which time all terms are renegotiated. The lease does not ಁя˿ࠇณਆցeඖै༉Ԏಲ eټinclude contingent rentals. ಳै
The total future minimum lease payments under the non- ࣓ኣɺ˿ɾᏪै༉Εˀ܃Ꮆνɾ cancellable operating lease are receivable as follows: Гै༉˟ಁᐢᔾΣɎi
The Group and the Company ̯එ྆ʥ̯ʔ̇ 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
Within 1 year ȹαʑ 2,852 870 After 1 year but within 5 years ȹα܃Ўʄαʑ 1,188 –
4,040 870
พɾʔʐࠤذf) THE FAIR VALUE OF INVESTMENT (f) ҙ༅) PROPERTY
ɀཌྷཌྷȾαɍ˂ɍɊȹˀɾכพذThe fair value of investment property at 31st March, 2009 is ҙ༅ which is estimated on the ʔʐࠤݯ27,950,000ʏɀཌྷཌྷɄαi ($31,200,000 :2008) $27,950,000 νɃ༅̯ټै૱basis of capitalisation of the net rental income with due 31,200,000ʏcϊȽੀ νɃټै૱ᙩࣂ܃allowance for reversionary income potential. The valuation was ʝԎ߮Ƀै։ carried out by an independent firm of surveyors, Jones Lang ᄈ˱ɾ˿ॶֲݯਥᓣ൬Ϸࠇณ߮൴eЅ τࠉپLaSalle Sallmanns Limited, who have among their staff ࠤȽͅዟ͓ಡ൴Ϸͦ൴ᐲϷϹ members of the Hong Kong Institute of Surveyors with recent ʔ̇൬Ϸcԯͫᓻࡗݯࠗಋಡ൴ነ experience in the location and category of property being ผɾผࡗcΕֺЅࠤָଐɾΔਂʥᗘП ᗐɾeޚ౨ٶvalued. Ԯτ 123 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
13 FIXED ASSETS (CONTINUED) 13 ՞ց༅ଐᙩ
ɾ՞ց༅ଐאg) FIXED ASSETS PLEDGED AGAINST BANK (g) గႺϷ൘ಁ) LOANS
cאพdᄥָʥஉௐඖ͌ɰʀذThe following items of property, plant and equipment are ˞Ɏ ڃඑ྆ᏵɾߗɳႺϷ൘ಁӮ̯ړpledged to secure certain bank loans (see note 24) granted ˞ኪ to the Group. ഽ24e
The Group ̯එ྆ 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
༅ଐɾሏࠍ૱ࠤiא :Net book value of pledged assets
Land and buildings held for own use ܛτАϬ͂ɾɠΔʥᅢΧ 16,646 –
ᙔʔ̇ᚬऩڃ INTEREST IN SUBSIDIARIES 14 14
The Company ̯ʔ̇ 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
ι̯ࠤ 93,072 93,072ܘɐᤇҙ༅cڈ Unlisted investments, at cost ᙔʔ̇ಁඖ 860,473 847,638ڃAmounts due from subsidiaries Ꮆν
953,545 940,710 Less: Impairment losses ಕiಕࠤᑋฌ (651,851) (668,910)
301,694 271,800
ɀཌྷཌྷȾαʥɀཌྷཌྷɄαɍ˂ɍɊȹכ At 31st March, 2009 and 2008, amounts due from subsidiaries dЛࢠאᙔʔ̇ಁඖᙔಲڃare unsecured, interest-free and have no fixed terms of ˀcᎶν ൚כrepayment. The entire balance is expected to be recovered ʥಲ՞ցᑹಁ౨eֺτད߮ੀ after more than one year. ༦ȹα܃ᑹe
ੀԞϬߗɳܞᙔʔ̇ᚬऩɾಕࠤᑋฌڃ Impairment losses on interest in subsidiaries represent the ᙔʔ̇ɾҙ༅ι̯ʥᎶνಁɾሏࠍࠤڃ write down of the carrying values of the investment cost and ᔾeټreceivables from certain subsidiaries to their recoverable ࿁ಕϭԯ˿νΑ amounts.
ᙔʔ̇ɾੱe̊ڃ༗τ̯එ྆ٲThe following list contains the particulars of the subsidiaries Ɏ ᙔʔٖ̇ͫڃτɾܛc̯එ྆̔עof the Group. The class of shares held is ordinary unless τഽ otherwise stated. яݯౝٖe
ցɾՇઁވഽ1(c)ֺڃᙔʔ̇яݯڃAll of these are controlled subsidiaries as defined under note ϊ೩ ʑٲᙔʔ̇cԎΕ̯එ྆ɾল৻ంڃc) and have been consolidated into the Group’s financial Թ)1 statements. ၃့߮e 124 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ᙔʔ̇ᚬऩᙩڃ INTEREST IN SUBSIDIARIES 14 14 (CONTINUED)
Place of incorporation/ Particulars of establishment issued and Proportion of Principal Name of company and operation paid-up capital ownership interest activities ኟτᚬᚬऩˈଅ held by the held by a Company subsidiary ᙔʔ̇ڃ ഽ˫ι͓ʥ ɰೕϷʥ ̯ʔ̇ τ ˚߬พ৻ܛ τܛ ʔ̇Ίီ ᏪพΔᒨ ᖔӷٖ̯ੱ %%
Vitasoy Holdings N.V. Netherlands US$6,100 100 – Investment Antilles 6,100ʏ holding ୩ᙬΪؿͶ ҙ༅ઁٖ
Vitasoy International B.V. Netherlands EUR22,500 – 100 Investment ୩ᙬ 22,500ᅩʏ holding ҙ༅ઁٖ
Vitasoy (UK) Investments United GBP2 100 – Investment Company Limited Kingdom 2ߜᔦ holding ߜਝ ҙ༅ઁٖ
Vitasoy USA Inc. United States Common stock: – 100 Manufacture of America US$12,061,000 and sale of ਝ ౝٖi soy related 12,061,000ʏ products ́ଐʥሻਕ ۂConvertible Ӳႇଐ series A preferred stock: US$38,400,000 ٖAᗘ˿ ͱٖi 38,400,000ʏ
Shenzhen Vitasoy PRC Registered 70 – Manufacture (Guang Ming) ɻਝ capital: and sale of Foods and Beverage RMB80,000,000 beverages Company Limited (note (i)) ഽ˫༅̯i ́ଐʥሻਕ ۂɁ̵ྫྷ ඝ ۂࠕע૯Γၐˢͮ bඝࢿτࠉʔ̇ 80,000,000ʏ (ഽ(iڃb
Vitasoy (China) Investments Hong Kong $20 100 – Investment Company Limited ࠗಋ 20ʏ holding ၐˢ̘ɻਝҙ༅τࠉʔ̇ ҙ༅ઁٖ
Vitasoy (Shanghai) PRC Registered – 100 Manufacture Company Limited ɻਝ capital: and sale of (note (ii)) RMB191,476,367 beverages ၐˢ̘ɐࣵτࠉʔ̇ ഽ˫༅̯i ́ଐʥሻਕ ۂഽ(ii) Ɂ̵ྫྷ ඝڃb 191,476,367ʏ 125 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ᙔʔ̇ᚬऩᙩڃ INTEREST IN SUBSIDIARIES (CONTINUED) 14 14
Place of incorporation/ Particulars of establishment issued and Proportion of Principal Name of company and operation paid-up capital ownership interest activities ኟτᚬᚬऩˈଅ held by the held by a Company subsidiary ᙔʔ̇ڃ ഽ˫ι͓ʥ ɰೕϷʥ ̯ʔ̇ τ ˚߬พ৻ܛ τܛ ʔ̇Ίီ ᏪพΔᒨ ᖔӷٖ̯ੱ %%
Vita International Holdings Hong Kong $20 100 – Investment Limited ࠗಋ 20ʏ holding ၐˢਝඑ྆τࠉʔ̇ ҙ༅ઁٖ
Vitasoy Australia Australia V class shares: – 51 Manufacture Products Pty. ዌݘ A$8,925,000 and sale of Ltd. Vᗘٖi beverages 8,925,000ዌʏ ́ଐʥሻਕ ۂඝ N class shares: A$8,575,000 Nᗘٖi 8,575,000ዌʏ
Vitasoy Australia Australia A$175 – 100 Dormant Food Products Pty. Ltd. ዌݘ 175ዌʏ ᅗಲᏪพ (ഽ(iiiڃ(note iii)
Vitasoja (Macau) Limitada Macau MOP100,000 100 – Distribution 100,000ʏ of beveragesྫྷپዌ پτࠉʔ̇ ዌپၐˢ̘ዌ ۂʗሻඝ
Produtos De Soja Macau MOP10,000 – 100 Dormant 10,000ʏ ᅗಲᏪพྫྷپዌ پHong Kong ዌ (Macau) Limitada τࠉʔ̇پዌۂ↞ࠗಋ
Vitaland Services Limited Hong Kong $3,000,000 100 – Operation of ৻τࠉʔ̇ ࠗಋ 3,000,000ʏ tuck shopsרၐˢʨΔ Ꮺነ࣎ɩࠕ
Hong Kong Gourmet Hong Kong $20 – 100 Provision of Limited ࠗಋ 20ʏ catering ࠗಋࠕτࠉʔ̇ services ৻רԜᎁඝొ
The Hong Kong Hong Kong $20 100 – Property Soya Bean ࠗಋ 20ʏ investment พҙ༅ذ ,Products Company Limited τࠉʔ̇ۂ↞ࠗಋ
Vitasoy Distributors Singapore S$2,500,000 100 – Dormant (Singapore) Pte. Ltd. ณ˱գ ณ˱գྫྷ ᅗಲᏪพ 2,500,000ʏ 126 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ᙔʔ̇ᚬऩᙩڃ INTEREST IN SUBSIDIARIES (CONTINUED) 14 14
Place of incorporation/ Particulars of establishment issued and Proportion of Principal Name of company and operation paid-up capital ownership interest activities ኟτᚬᚬऩˈଅ held by the held by a Company subsidiary ᙔʔ̇ڃ ഽ˫ι͓ʥ ɰೕϷʥ ̯ʔ̇ τ ˚߬พ৻ܛ τܛ ʔ̇Ίီ ᏪพΔᒨ ᖔӷٖ̯ੱ %%
Vitasoy Investment Hong Kong $1 100 – Investment Holdings Limited ࠗಋ 1ʏ holding ၐˢ̘ҙ༅ઁٖτࠉʔ̇ ҙ༅ઁٖ
Vitasoy Holdings (Malta) Malta Ordinary shares: – 100 Investment Limited ဍˢ A$2,999 holding ౝٖi ҙ༅ઁٖ 2,999ዌʏ
Deferred shares: A$1 Ⴎٖ֝ͫi 1ዌʏ
Vitasoy International Hong Kong $1 100 – Investment Investment Limited ࠗಋ 1ʏ holding ၐˢ̘ਝҙ༅τࠉʔ̇ ҙ༅ઁٖ
Vitasoy Investment Singapore S$10,000 – 100 Investment (Singapore) Pte. Ltd. ณ˱գ ณ˱գྫྷ holding 10,000ʏ ҙ༅ઁٖ
Unicurd Food Co. Singapore S$1,800,000 – 100 Manufacture (Private) Limited ณ˱գ ณ˱գྫྷ and sale of (note (iv)) 1,800,000ʏ soy related ӝɁτࠉʔ̇ productsۂȹࠕ ഽ(iv) ́ଐʥሻਕڃb ۂӲႇଐ
Sinocode Universal Hong Kong $1 – 100 Dormant Limited (note (v)) ࠗಋ 1ʏ ᅗಲᏪพ ɻࣽଈτࠉʔ̇ (ഽ(vڃ
ഽiڃ :Notes ɻכඝࢿτࠉʔ̇ݯۂࠕעi) Shenzhen Vitasoy (Guang Ming) Foods and Beverage Company (i) ૯Γၐˢͮ) Limited is a sino-foreign equity joint venture established in the PRC ਝഽ˫ι͓ɾɻ̔༅ᏪͬพcᏪ౨ and is to be operated for 20 years up to 2011. The Group plans to ݯɀɊαcϭɀཌྷȹȹα˅e̯එི྆߮ c֝܃ɀཌྷȹȹα։כ༅Ꮺ౨ࠉכ .extend the joint venture period upon its expiry in 2011 ԯᏪ౨ࠉeٽ ɻਝഽ˫ι͓כii) Vitasoy (Shanghai) Company Limited is a wholly foreign owned (ii) ၐˢ̘ɐࣵτࠉʔ̇ݯ) ᙔʔ̇cᏪ౨ݯʄɊαcϭڃsubsidiary established in the PRC and is to be operated for 50 ɾͲ̔༅ years up to 2045. ɀཌྷ̒ʄα˅e (iii) The Group effectively owns 51% equity interest in Vitasoy Australia (iii) ̯එ྆ܛτVitasoy Australia Food Food Products Pty. Ltd.. Products Pty. Ltd. 51%ɾྡྷሔᚬऩe ɀཌྷכӝɁτࠉʔ̯̇ͅඑ྆ۂiv) Unicurd Food Co. (Private) Limited was acquired by the Group on (iv) ȹࠕ) ഽ27eڃ2nd April, 2008 (see note 27). ཌྷɄα̒˂ɀˀνᑪӮ ɀཌྷཌྷɄαɊ˂Ɋˀכv) Sinocode Universal Limited was incorporated on 10th October, (v) ɻࣽଈτࠉʔ̇) 2008. ഽ˫ι͓e 127 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
15 INTANGIBLE ASSETS 15 ಲѼ༅ଐ
THE GROUP ̯එ྆
Brand Customer name list Total ಶΊီ ۪ʸΊ௰ ᐢ߮ۂ $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ
Cost: ι̯ࠤi
ɀཌྷཌྷȼα̒˂ȹˀdכ At 1st April, 2007, 31st March, 2008 and 1st April, 2008 bɀཌྷཌྷɄαɍ˂ɍɊȹˀʥ bɀཌྷཌྷɄα̒˂ȹˀ ––– ᙔʔ̇ສڃAdditions through acquisition of ༦νᑪ ഽ27 7,430 11,006 18,436ڃsubsidiary (note 27) b Exchange adjustments මЙሁኬ (727) (1,077) (1,804)
ɀཌྷཌྷȾαɍ˂ɍɊȹˀ 6,703 9,929 16,632כ At 31st March, 2009
Accumulated amortisation: ୃ߮ᚫሻi
ɀཌྷཌྷȼα̒˂ȹˀdכ At 1st April, 2007, 31st March, 2008 and 1st April, 2008 bɀཌྷཌྷɄαɍ˂ɍɊȹˀʥ bɀཌྷཌྷɄα̒˂ȹˀ ––– Charge for the year ̯α۹ᚫሻ 372 1,572 1,944 Exchange adjustments මЙሁኬ (37) (154) (191)
ɀཌྷཌྷȾαɍ˂ɍɊȹˀ 335 1,418 1,753כ At 31st March, 2009
Net book value: ሏࠍ૱ࠤi
ɀཌྷཌྷȾαɍ˂ɍɊȹˀ 6,368 8,511 14,879כ At 31st March, 2009
––– ɀཌྷཌྷɄαɍ˂ɍɊȹˀכ At 31st March, 2008
ಶΊီʥ۪ʸΊ௰ɾᚫሻ͂ۂThe amortisation charges for brand name and customer list ̯α۹ ԯˢᏪ͂ٲfor the year are included in “other operating expenses” in the ɰ߮Ƀ၃ฌऩం consolidated income statement. ʑe
128 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
16 GOODWILL 16 ਆᙷ
The Group ̯එ྆ $’000 ɝʏ
Cost: ι̯ࠤi
ɀཌྷཌྷȼα̒˂ȹˀdɀཌྷཌྷɄαכ At 1st April, 2007, 31st March, 2008 and 1st April, 2008 bɍ˂ɍɊȹˀʥɀཌྷཌྷɄα̒˂ȹˀ – ഽ27ڃᙔʔ̇ສڃAdditions through acquisition of ༦νᑪ subsidiary (note 27) 35,965 Exchange adjustments මЙሁኬ (3,519)
ɀཌྷཌྷȾαɍ˂ɍɊȹˀ 32,446כ At 31st March, 2009
ଐ́௰ϽɾಕټIMPAIRMENT TESTS FOR CASH-GENERATING ˳фਆᙷɾଊ UNIT CONTAINING GOODWILL ࠤಡ
ӝɁτࠉʔ̇ۂGoodwill arose from the acquisition of the entire share capital ਆᙷΐνᑪȹࠕ ɾͲٖ̯Ϥଐ́eΐۂin Unicurd Food Co. (Private) Limited (“Unicurd”). Therefore it ȹࠕ ᏪֺΕਝࡼʗۂ๑ȹࠕܘis allocated to Singapore segment according to the country ϊcਆᙷ of operation of Unicurd for impairment testing purposes. ϭณ˱գพ৻˞൬Ϸಕࠤಡe
ᔾȽ࣓ኣԚ͂ټพ৻ɾ˿νΑۂThe recoverable amount of the Unicurd operations is ȹࠕ determined based on a value-in-use calculation. That ძࠤ့߮ᔤցe့߮Ԛ͂ܘဳଉᄙғ ݚ൴དټད့ˮɾଊܧcalculation uses cash flow projections based on financial ɾɍαল Ԛ͂3%ɾαڬݚ൴ټɾଊ܃˞budgets approved by management covering a three-year ಡeɍα ۂଅɺ൚༦ȹࠕٽଅઐ့eᄈٽperiod. Cash flows beyond the three-year period are ᄈ ଅeٽ౨̡яᄈٽextrapolated using an annual growth rate of 3%. The growth พ৻ֺᏪพ৻ɾ rate does not exceed the long-term average growth rate for the business in which Unicurd operations operates.
Key assumptions used for value-in-use calculation: ့߮Ԛ͂ძࠤࣂઔ͂ɾ˚߬உΣɎi
2009 ɀཌྷཌྷȾα
– Gross margin ÐˉСଅ 48.3% ଅ 12.8%ٽɍα౨ංɾሻਕᄈכSales growth rate for the three-year period Ð – җଊଅ 14.5%کPre-tax discount rate Ðೢ –
ଊʥԯྦྷ̟ೕࢄɾٲManagement determined the budgeted gross margin and ဳଉᄙ࣓ኣ༦֡ ଅeٽsales growth rate based on past performance and its དಡcᆢցད့ˉСଅʥሻਕᄈ ᗐʗऋցޚܮݯʦڬexpectation for market development. The discount rate used ֺԚ͂ɾҗଊଅ җଊଅeکis pre-tax and reflects specific risks relating to the relevant ࠓ፮ɾೢ segment.
ᔾֺԗኣɾټManagement believes that any reasonably possible change ဳଉᄙႏݯcᔤց˿νΑ in the key assumptions on which the recoverable amount is ˚߬உˮଊͨЄଉ˿ॶᛰ৽cяɺ ᔾeټbased would not cause the carrying amount to exceed its ผኒߎሏࠍࠤ൚༦ԯ˿νΑ recoverable amount. 129 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
17 EMPLOYEE RETIREMENT BENEFITS 17 ࡗঽͤါС
The Group operates and participates in a number of defined ̯එ྆Εࠗಋʥࠗಋ˞̔Δਂஉ͓ʥ contribution and defined benefit retirement plans in Hong Kong ˱ΛඖވցԜಁʥވցါСঽིͤ߮e and outside Hong Kong.
(a) DEFINED CONTRIBUTION RETIREMENT (a) ވցԜಁঽིͤ߮ PLANS
ɀཌྷཌྷཌྷαɄ˂ȹכi) The Group operates a defined contribution retirement (i) ̯එ྆ݯֺτ) Շາݯ̯එ྆پΕࠗಋʥዌکplan, Vitasoy International Holdings Limited Staff ˀɾ Provident Fund, which is available for all eligible staff ɾ༅ࣟࡗɮஉ͓ȹඖވցԜಁঽ employed by the Group in Hong Kong and Macau before ིͤ߮ၐˢ̘ਝඑ྆τࠉʔ̇ ԞϬټeི߮ɾ༅ټ1st August, 2000. The plan is funded by contributions ᓻࡗੜዶ ټfrom employees and the Group, both of which contribute ࡗʥ̯එ྆ɾԜಁeᔶʿԜಁ sums representing 5%-7.5% of basic salaries. Forfeited ᔾݯ֛ᑀɾ5%ϭ7.5%eӀνԜಁ ᅆɃི߮ιࡗɾڬcontributions are credited to members’ accounts in я࣓ኣི߮ɾஃ পɁဳଉcֺڌaccordance with the rules of the plan. The plan is ሏʸeི͚߮ͅ administered by trustees with the assets held separately ܛ༅ଐ͛ၤ̯එ྆ɾ༅ଐʗ୮ from those of the Group. The employees are entitled to ଉeΕၤི߮10α܃cࡗ˿ 100% of the employer’s contributions after 10 ԔτͲ˚ԜಁcϤၤི߮༠ ڬˈcompleted membership years, or at an increasing scale 5ϭ9α˿Ԕτɾ˚Ԝಁϛʗ of between 50% to 90% after completion of 5 to 9 ͅ50%үᄈϭ90%e membership years.
ցԜಁވ˱එ྆ϤԎಲ̯כStaff employed by the Group in Hong Kong not joining Շ the defined contribution retirement plan are required to ঽིͤ߮ɾࠗಋࡗc̦࣓ኣࠗ ̯˱ི߮ૈԝټjoin the Group’s mandatory provident fund plan under ಋੜԹֲʔዶ ི߮eੜԹֲټthe Hong Kong Mandatory Provident Fund Schemes එ྆ɾੜԹֲʔዶ ցԜಁঽͤ߮ވི߮ݯȹඖټOrdinance. The mandatory provident fund plan is a ʔዶ পɁဳଉe࣓ኣڌdefined contribution retirement plan administered by an ིcͅዟ͓ؒ྆ independent corporate trustee. Under the plan, the ི߮c̯එ྆ʥԯࡗΈܘࡗ Group and the employees are each required to make τᗐνɃτᗐνɃɾҰ˂ɐࠉݯ contributions to the plan at 5% of the employees’ 20,000ʏɾ5%Ήི߮ԜಁeΉ߮ relevant income, subject to a cap of monthly relevant ིʻ˟ɾԜಁЩࣂ́ࢽe income of $20,000. Contributions to the plan vest immediately.
˱ᙔʔ̇ɾࡗяڃɻਝɾכii) Employees of the subsidiaries in the PRC are members (ii) உ) ߮ټஉ͓ɾɻ̕ঽ֚ͤܧof the central pension scheme operated by the PRC ͅɻਝ ɾܺȹϛټࡗ༭ܘgovernment. The Group is required to contribute a ིe̯එ྆ ི߮Ԝಁe̯එټcertain percentage of employees’ remuneration to the ʗˈΉɻ̕ঽͤ ֺི߮ᄚϷɾټcentral pension scheme to fund the benefits. The only ྆గɻ̕ঽͤ ི߮Ԝಁeټobligation for the Group with respect to the central ȹஐͨݯΉɻ̕ঽͤ pension scheme is the associated required contribution Ήི߮ʻ˟ɾԜಁЩࣂ́ࢽe under the central pension scheme. Contributions to the plan vest immediately. 130 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
17 EMPLOYEE RETIREMENT BENEFITS 17 ࡗঽͤါС (CONTINUED) ᙩ
(a) DEFINED CONTRIBUTION RETIREMENT (a) ވցԜಁঽིͤ߮ᙩ PLANS (CONTINUED)
ࡗᑀܘiii) For employees in Australia, contributions are made by (iii) ዌݘࡗʿࠍc̯එ྆) the Group to a registered superannuation fund for its ༭ɾ9%ΉȹඖݯԯࡗϤஉɾഽ Ԝಁeི߮༅ଐͅዟ͓ټemployees, at 9% of the employees’ salaries. The assets ˫ঽͤਥ ˟τeΉི߮ʻܛʗټof the scheme are held separately by an independent ဳଉɾਥ administered fund. Contributions to the plan vest ɾԜಁЩࣂ́ࢽe immediately.
(iv) Eligible employees in the United States of America are (iv) ਝɾ༅ࣟࡗ࣓ኣInternal covered by a defined contribution retirement plan under Revenue Code401(k)ૈՇȹඖވ eི߮ஃցړsection 401(k) of the Internal Revenue Code. The plan ցԜಁঽིͤ߮ АˮϬᗙԜಁగټԯᑀܘ˿provides for voluntary employee contributions, which ࡗ ɾᑀיፖೕ֝כrepresent a salary deferral for U.S. income tax purposes, ਝɃࢠೢϤӰᙔ cঢ়˿༠ࡗαᑀɾ75%ɀټ of up to 75% (2008: 100%) of each employee’s annual salary, subject to a cap of US$16,500 (2008: ཌྷཌྷɄαi100%c˞16,500 US$15,000). The Group also contributes a discretionary ʏɀཌྷཌྷɄαi15,000ʏݯɐ amount in respect of each employee’s self contribution. ࠉe̯එ྆͛గҰΊࡗɾԜಁᔾ The amount of the Group’s annual contribution is limited ੱԜಁe̯එ྆ɾҰαԜಁᔾ˞ to a 50% match on the employee’s annual contribution ࡗͲαԜಁɾ50%ݯࠉcΛɺ ᐢᔾɾ6%ɀཌྷټup to 6% of the employee’s gross annual salary (2008: ൚༦ࡗͲαᑀ the Group’s annual contribution is limited by the lesser ཌྷɄαl̯එ྆ɾҰαԜಁᔾ˞Ɏ ᔾݯࠉlټof (i) 50% of each of the employees’ annual contribution, Ͷԭّɻɾ༖Г and (ii) 6% of each employees’ gross annual salary.) (i)ҰΊࡗɾͲαԜಁɾ50%ʥ(ii) ᐢᔾɾ6%eټThe employees are entitled to 100% of the employer’s ҰΊࡗɾͲαᑀ ৻α༅༠4αɾࡗ˿ԔτͲר contributions after 4 completed years’ service, or at an ˿৻α༅༠1ϭ3αרincreasing scale of between 25% to 75% after ˚ԜಁcϤ %25ͅڬˈcompletion of 1 to 3 years’ service. Ԕτɾ˚Ԝಁϛʗ үᄈϭ75%e
ᔴᓻcکWhere there are employees who leave prior to vesting ΣࡗΕ̰ԔτͲԜಁ κಕˀכfully in the contributions, the forfeited employer’s ΐϊӀνɾ˚Ԝಁੀ͂ contributions shall be used to reduce the future ܃ɾ˚Ԝಁeαʑc̯එ྆Ԏಲ contributions of the employer. During the year, none of ৽͂ͨЄӀνԜಁɀཌྷཌྷɄαi ့ˀcͳτכthe forfeited contributions (2008: $202,000) were 202,000ʏe utilised. At the balance sheet date, the total amount of 55,000ʏɀཌྷཌྷɄαiཌྷʏɾӀ Ꮆ˟Ԝಁe܃κಕ֡כ͂˿forfeited contributions which are available to reduce the νԜಁ contributions payable in the future years was $55,000 (2008: $Nil).
131 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
17 EMPLOYEE RETIREMENT BENEFITS 17 ࡗঽͤါС (CONTINUED) ᙩ
(b) DEFINED BENEFIT RETIREMENT PLANS (b) ވցঽͤါСི߮
ɀཌྷཌྷȾαɍ˂ɍɊȹˀc̯එ྆ʥכ At 31st March, 2009, the Group and the Company recognised employee retirement benefit assets/(liabilities) in respect of ̯ʔ̇గɎͶࡗঽͤါСᆢႏࡗঽ the following employee retirement benefits: ͤါС༅ଐʼn߲ඦi
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Employee retirement ࡗঽͤါС༅ଐ benefit assets ټRetirement gratuities bÐঽͤ – ഽ17(c) 2,478 3,327 3,043 3,629ڃnote 17(c)) bb)
Employee retirement ࡗঽͤါС߲ඦ benefit liabilities ټ৻ר౨ٽLong service payments bÐ – (ഽ17(d) (1,635) (2,034) (1,532) (1,914ڃnote 17(d)) bb)
ټc) RETIREMENT GRATUITIES (c) ঽͤ)
৻α༅רɾࡗΕپEmployees of the Group in Hong Kong and Macau, who have ̯එ྆Εࠗಋʥዌ ցˀ౨ܞכցɾ౨ࠉʥܞcompleted a prescribed minimum period of services and joined ༠Էȹݒ Ƀ̯එ྆cяτᚬΕ։ঽͤαᙍ˱کthe Group before a specific date, are entitled to retirement ɾ ֺე˂ᑀ܃ᔾ഼˝ټeټgratuities upon retirement age. The gratuity is based on the ࣂეՅঽͤ ৻α༅Ϥցeרlast month’s salary and the number of years of service. ʥ
ցঽͤވι͓ȹඖ༅ХټA funded defined benefit retirement plan, Vitasoy International ̯එ྆ݯঽͤ Holdings Limited Defined Benefit Scheme, was established ါСི߮Ðၐˢ̘ਝඑ྆τࠉʔ̇ވ for the retirement gratuities. The defined benefit retirement ցါСི߮eඖވցঽͤါСི߮ͅ পɁဳଉcԯ༅ଐၤ̯එ྆ڌplan is administered by an independent corporate trustee, ዟ͓ؒ྆ with assets held separately from those of the Group. The plan ɾ༅ଐʗܛτeི̯߮ͅඑ྆ܘ๑ ᘪАˮԜಁeۺis funded by contributions from the Group in accordance with ዟ͓၀့ɾ an independent actuary’s recommendation.
132 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
17 EMPLOYEE RETIREMENT BENEFITS 17 ࡗঽͤါС (CONTINUED) ᙩ
ᙩټc) RETIREMENT GRATUITIES (CONTINUED) (c) ঽͤ)
ɀཌྷཌྷȾαכThe latest actuarial valuation of the plan was at 31st March, ི߮ɾณ၀့ЅࠤȽ ፮ਝτړand was prepared by qualified staff of HSBC Life ɍ˂ɍɊȹˀͅ㟱ᔔɁྐ 2009 International) Limited, who are members of the Society of ࠉʔ̇ɾ༅ࣟᓻࡗݯਝ၀့ነผ) ൘ؒ൬ϷeτᗐڌActuaries of the United States of America, using the projected ɾผࡗઔ͂ད့௰Ͻ unit credit method. The valuation indicates that the Group’s Ѕࠤᛷ̯͐එ࣓྆ኣވցါСঽͤ߮ obligation under this defined benefit retirement plan is 87% ֺིᄚϷɾஐͨԯɻ87%ɀཌྷཌྷɄ ړτɾི߮༅ଐܛপɁڌcovered by the plan assets held by the trustee. αi123%Շ (123% :2008) e
ᔾΣɎiټᆢႏɾٲ༅ଐ߲ඦכ (i) The amounts recognised in the balance sheets are as (i) follows:
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Present value of wholly Ͳࠍ༅Хஐͨɾ funded obligations bଊࠤ (75,400) (79,545) (72,608) (76,108) Fair value of plan assets ི߮༅ଐɾʔʐࠤ 65,907 97,684 64,176 95,090 Net unrecognised actuarial ̰ᆢႏɾ၀့ losses/(gains) bᑋฌʼnνऩ૱ᔾ 11,971 (14,812) 11,475 (15,353)
Employee retirement ࡗঽͤါС༅ଐ benefit assets 2,478 3,327 3,043 3,629
܃൚༦ȹαכA portion of the above assets is expected to be ད౨ɐ߸༅ଐͫੀ ི߮ιࡗτᚬԔכrecovered after more than one year. However, it is not νΑsಳϤcͅ practicable to segregate this amount from the amounts τɾঽͤါСʥˀ܃ɾི߮Ԝಁ͛ ܃receivable in the next twelve months, as the retirement ੀ഼˝ࡗɮݚ৽ଅʥ၀့உˀ benefit entitled by scheme members and future ɾᛰ৽ϤցcܨੀϊಁᔾϬ̰ԞɊ ᔾɻᔴԎټcontributions to the plan will also depend on staff ɀ˂ʑֺᎶνՅɾ turnover and future changes in actuarial assumptions. ɺ˿Ϸe
133 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
17 EMPLOYEE RETIREMENT BENEFITS 17 ࡗঽͤါС (CONTINUED) ᙩ
ᙩټc) RETIREMENT GRATUITIES (CONTINUED) (c) ঽͤ)
(ii) Plan assets consist of the following: (ii) ི߮༅ଐ˳ܢi
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Equity securities ٖ̯ᖬԴ 43,960 71,505 42,805 69,606 Bonds ඦԴ 15,290 14,751 14,889 14,359 11,125 6,482 11,428 6,657 ټCash ଊ
65,907 97,684 64,176 95,090
(iii) Movements in the present value of the defined benefit (iii) ވցါСஐͨɾଊࠤᛰ৽ΣɎi obligations are as follows:
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
(ȹˀ (79,545) (60,610) (76,108) (58,314˂̒כ At 1st April Benefits paid by the plan ི߮ɰ˟ါС 3,498 5,470 3,376 5,412 (৻ι̯ (4,967) (3,947) (4,657) (3,719רCurrent service cost ଊτ Interest cost Сࢠι̯ (1,930) (2,458) (1,847) (2,362) Actuarial gains/(losses) ၀့νऩʼnᑋฌ 7,544 (18,000) 6,628 (17,125)
(ɍ˂ɍɊȹˀ (75,400) (79,545) (72,608) (76,108כ At 31st March
134 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
17 EMPLOYEE RETIREMENT BENEFITS 17 ࡗঽͤါС (CONTINUED) ᙩ
ᙩټc) RETIREMENT GRATUITIES (CONTINUED) (c) ঽͤ)
(iv) Movements in fair value of plan assets are as follows: (iv) ི߮༅ଐɾʔʐࠤᛰ৽ΣɎi
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
ȹˀ 97,684 91,089 95,090 88,842˂̒כ At 1st April Group’s contributions paid ̯එ྆Ήི߮ to the plan bɰ˟Ԝಁ 43 528 34 420 Benefits paid by the plan ི߮ɰ˟ါС (3,498) (5,470) (3,376) (5,412) Actuarial expected return ི߮༅ଐɾ၀့ on plan assets bད߮Αం 5,349 4,872 5,203 4,748 Actuarial (losses)/gains ၀့ᑋฌʼnνऩ (33,671) 6,665 (32,775) 6,492
ɍ˂ɍɊȹˀ 65,907 97,684 64,176 95,090כ At 31st March
˂࿀ϭɀཌྷȹཌྷαɍכThe Group does not expect to pay (2008: expect to ̯එ྆ད౨ ցါСঽͤވpay $563,000 for the year ended 31st March, 2009) in ɍɊȹˀ˅α۹ɺݯ כcontributions to the defined benefit retirement plan ི߮АˮԜಁɀཌྷཌྷɄαད౨ during the year ending 31st March, 2010. ࿀ϭɀཌྷཌྷȾαɍ˂ɍɊȹˀ˅α ۹Аˮ563,000ʏԜಁe
૱၃ฌऩᆢႏɾʻʼnνɃכ (v) Net (expenses)/income recognised in consolidated profit (v) or loss is as follows: ᔾΣɎi
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
(৻ι̯ (4,967) (3,947רCurrent service cost ଊτ Interest cost Сࢠι̯ (1,930) (2,458) Actuarial expected return ི߮༅ଐɾ၀့ད߮Αం on plan assets 5,349 4,872 Net actuarial gains recognised ɰᆢႏ၀့νऩ૱ᔾ 656 2,112
(892) 579 135 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
17 EMPLOYEE RETIREMENT BENEFITS 17 ࡗঽͤါС (CONTINUED) ᙩ
ᙩټc) RETIREMENT GRATUITIES (CONTINUED) (c) ঽͤ)
૱၃ฌऩᆢႏɾʻʼnνɃכ (v) Net (expenses)/income recognised in consolidated profit (v) or loss is as follows: (continued) ᔾΣɎiᙩ
The net (expenses)/income is recognised in the following ɐ߸ʻʼnνɃ૱ᔾͶɃ၃ฌ ɻɾඖ͌ΣɎiٲline items in the consolidated income statement: ऩం
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
Cost of sales ሻਕι̯ (164) 193 Marketing, selling and distribution ઐᄤdሻਕʥʗሻ͂ (313) 98 expenses Administrative expenses Ϸܧ͂ (292) 266 Other operating expenses ԯˢᏪ͂ (123) 22
(892) 579
The actual return on plan assets of the Group (taking ̯එ྆ɾི߮༅ଐɾྡྷΑం߮ into account all changes in the fair value of the plan ʥི߮༅ଐʔʐࠤɾֺτᛰ৽c ૱ɰ˟ʥɰνԜಁݯᑋฌܢ˳assets excluding contributions paid and received) was ɺ net loss of $28,322,000 (2008: net gain of ᔾ28,322,000ʏɀཌྷཌྷɄαiν $11,537,000). ऩ૱ᔾ11,537,000ʏe
ɀཌྷཌྷȾαɍ˂ɍɊȹˀֺઔ͂כ (vi) The principal actuarial assumptions used as at (vi) 31st March, 2009 are as follows: ɾ˚߬၀့உΣɎi
The Group and the Company ̯එ྆ʥ̯ʔ̇ 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα
Discount rate җଊଅ 1.90% 2.45% Expected rate of return on plan assets ི߮༅ଐɾད߮Αంଅ 5.50% 5.50% Future salary increases ̰Ԟᑀ༭ᄈఝ 2.70% for 2009 4.50% ɀཌྷཌྷȾα 2.00% for 2010 ɀཌྷȹཌྷα 3.00% for 2011 onwards ɀཌྷȹȹα
The expected rate of return on plan assets is based on ི߮༅ଐɾད߮ΑంଅȽ˞ኬୂ the portfolio as a whole and exclusively on historical ʥ̰ሁኬɾዃ̌Αంݯਥๅe returns, without adjustments.
136 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
17 EMPLOYEE RETIREMENT BENEFITS 17 ࡗঽͤါС (CONTINUED) ᙩ
ᙩټc) RETIREMENT GRATUITIES (CONTINUED) (c) ঽͤ)
(vii) Historical information (vii) ዃ̌༅ࢿ
The Group ̯එ྆
2009 2008 2007 2006 2005 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȼα ɀཌྷཌྷʒα ɀཌྷཌྷʄα $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
Present value of the defined ވցါСஐͨɾ benefit obligations bଊࠤ (75,400) (79,545) (60,610) (52,659) (53,917) Fair value of plan assets ི߮༅ଐɾʔʐࠤ 65,907 97,684 91,089 78,181 72,192
(Deficit)/surplus in the plan ི߮ᑋฌʼnޔ (9,493) 18,139 30,479 25,522 18,275
Experience adjustments ԞϬི߲߮ඦɾ arising on plan liabilities bሁኬ (100) 2 (1,932) 3,506 3,177 Experience adjustments ԞϬི߮༅ଐɾ arising on plan assets bሁኬ (33,671) 6,665 10,594 5,280 (4,957)
The Company ̯ʔ̇
2009 2008 2007 2006 2005 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȼα ɀཌྷཌྷʒα ɀཌྷཌྷʄα $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
Present value of the defined ވցါСஐͨɾ benefit obligations bଊࠤ (72,608) (76,108) (58,314) (50,977) (52,463) Fair value of plan assets ི߮༅ଐɾʔʐࠤ 64,176 95,090 88,842 76,400 70,740
(Deficit)/surplus in the plan ི߮ᑋฌʼnޔ (8,432) 18,982 30,528 25,423 18,277
Experience adjustments ԞϬི߲߮ඦɾ arising on plan liabilities bሁኬ (702) (23) (1,687) 3,495 3,145 Experience adjustments ԞϬི߮༅ଐɾ arising on plan assets bሁኬ (32,775) 6,492 10,334 5,160 (4,851)
137 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
17 EMPLOYEE RETIREMENT BENEFITS 17 ࡗঽͤါС (CONTINUED) ᙩ
ټ৻ר౨ٽ (d) LONG SERVICE PAYMENTS (d)
Under the Hong Kong Employment Ordinance, the Group is ࣓ኣࠗಋඥૈԝc̯එ྆Εߗɳ ৻ϭʭʄαרobliged to make lump sum payments on cessation of ੱؗɎୄ˅͂ݯ̯එ྆ employment in certain circumstances to certain employees ɾࡗࣂΉ֤೩ʻ˟ȹ೫༦ಁඖeֺ רֺეᑀ༭ʥ܃ᔾ഼˝ࡗټwho have completed at least five years of service with the ʻ˟ɾ ಕ࣓ኣ̯එ྆ঽڨᎶޚGroup. The amount payable is dependent on the employees’ ৻α༅ϤցcԎ එֺ྆АԜಁɾᚬ̯כfinal salary and years of service, and is reduced by entitlements ིͤ߮ୃ߮Ϥᙔ accrued under the Group’s retirement plans that are ऩe̯එ྆Ԏ̰དज༅ଐ˞ొԜᄚϷͨ eټattributable to contributions made by the Group. The Group Єஐֺͨɾ༅ does not set aside any assets to fund any remaining obligations.
ɀཌྷཌྷȾαɍ˂ɍɊȹכ͛ټ৻ר౨ٽ An actuarial valuation of long service payments was also ፮ਝτࠉʔ̇ɾړcarried out at 31st March, 2009, by qualified staff of HSBC ˀͅ㟱ᔔɁྐ Life (International) Limited, who are members of the Society ༅ࣟᓻࡗݯਝ၀့ነผɾผࡗઔ ൘ؒ൬Ϸ၀့Ѕࠤeڌof Actuaries of the United States of America, using the ͂ད့௰Ͻ projected unit credit method.
ᔾΣɎiټᆢႏɾٲ༅ଐ߲ඦכ (i) The amounts recognised in the balance sheets are as (i) follows:
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Present value of unfunded ಲ༅Хஐͨɾଊࠤ obligations (600) (368) (132) (37) Net unrecognised ̰ᆢႏ၀့νऩ actuarial gains b૱ᔾ (1,035) (1,666) (1,400) (1,877)
Employee retirement ࡗঽͤါС߲ඦ benefit liabilities (1,635) (2,034) (1,532) (1,914)
܃൚༦ȹαכA portion of the above liabilities is expected to be settled ད౨ɐ߸߲ඦͫੀ Ꮆ˟ঽͤါС͛כafter more than one year. However it is not practical to hಳϤcͅ ܃segregate this amount from the amounts payable in the ੀ഼˝ࡗɮݚ৽ଅʥ၀့உˀ next twelve months, as the retirement benefit payable ɾᛰ৽ϤցcܨੀϊಁᔾϬ̰ԞɊ ᔾɻᔴԎټwill also depend on staff turnover and future changes ɀ˂ʑֺᎶʻ˟ɾ in actuarial assumptions. ɺ˿Ϸe 138 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
17 EMPLOYEE RETIREMENT BENEFITS 17 ࡗঽͤါС (CONTINUED) ᙩ
ᙩټ৻ר౨ٽ (d) LONG SERVICE PAYMENTS (CONTINUED) (d)
(ii) Movements in the present value of the defined benefit (ii) ވցါСஐͨɾଊࠤᛰ৽ΣɎi obligations are as follows:
The Group The Company ̯එ྆ ̯ʔ̇ 2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
(ȹˀ (368) (121) (37) (10˂̒כ At 1st April Benefits paid ɰ˟ါС 324 189 208 139 (৻ι̯ (75) (40) (10) (5רCurrent service cost ଊτ Interest cost Сࢠι̯ (9) (5) (1) – Actuarial losses ၀့ᑋฌ (472) (391) (292) (161)
(ɍ˂ɍɊȹˀ (600) (368) (132) (37כ At 31st March
၃ฌऩᆢႏɾ૱νɃΣɎiכ (iii) Net income recognised in consolidated profit or loss is (iii) as follows:
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
(৻ι̯ (75) (40רCurrent service cost ଊτ Interest cost Сࢠι̯ (9) (5) Net actuarial gains recognised ɰᆢႏ၀့νऩ૱ᔾ 159 240
75 195
ɻɾٲThe net income is recognised in the following line items ɐ߸૱νɃͶɃ၃ฌऩం in the consolidated income statement: ඖ͌ΣɎi
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
Cost of sales ሻਕι̯ 46 58 Marketing, selling and distribution ઐᄤdሻਕʥʗሻ͂ expenses 3 31 Administrative expenses Ϸܧ͂ 50 73 Other operating expenses ԯˢᏪ͂ (24) 33
75 195
139 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
17 EMPLOYEE RETIREMENT BENEFITS 17 ࡗঽͤါС (CONTINUED) ᙩ
ᙩټ৻ר౨ٽ (d) LONG SERVICE PAYMENTS (CONTINUED) (d)
ɀཌྷཌྷȾαɍ˂ɍɊȹˀֺઔ͂כ (iv) The principal actuarial assumptions used as at 31st (iv) March, 2009 are as follows: ɾ˚߬၀့உΣɎi
The Group and the Company ̯එ྆ʥ̯ʔ̇ 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα
Discount rate җଊଅ 1.90% 2.45% Future salary increases ̰Ԟᑀ༭ᄈఝ 2.70% for 2009 4.50% ɀཌྷཌྷȾα 2.00% for 2010 ɀཌྷȹཌྷα 3.00% for 2011 onwards ɀཌྷȹȹα
(v) Historical information (v) ዃ̌༅ࢿ
The Group ̯එ྆ 2009 2008 2007 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȼα $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ
Present value of unfunded ಲ༅Хஐͨɾଊࠤ obligations (600) (368) (121)
Experience adjustments arising ԞϬི߲߮ඦɾ on plan liabilities bሁኬ (1,094) (180) (437)
The Company ̯ʔ̇ 2009 2008 2007 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȼα $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ
Present value of unfunded ಲ༅Хஐͨɾଊࠤ obligations (132) (37) (10)
Experience adjustments ԞϬི߲߮ඦɾ arising on plan liabilities bሁኬ (419) (137) (351)
140 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ɾֺೢٲINCOME TAX IN THE BALANCE 18 ༅ଐ߲ඦ 18 SHEET
ɾᎶνΑʥᎶ˟ଊٲa) CURRENT TAX RECOVERABLE AND PAYABLE (a) ༅ଐ߲ඦ) iٲIN THE BALANCE SHEETS REPRESENTS: ౨ೢඖˤ
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Provision for Hong Kong ̯α۹ࠗಋСೢᅆௐ Profits Tax for the year (22,965) (38,016) (18,781) (35,105) Provisional Profits Tax paid ɰᖔ˟ɾདᖔСೢ 27,540 25,773 24,733 22,186
4,575 (12,243) 5,952 (12,919) Taxation outside Hong Kong ࠗಋ˞̔Δਂೢඖ (10,446) (6,525) – –
(5,871) (18,768) 5,952 (12,919)
Summary ล߬
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Current tax recoverable ᎶνΑଊ౨ೢඖ 6,011 675 5,952 – Current tax payable Ꮆ˟ଊ౨ೢඖ (11,882) (19,443) – (12,919)
(5,871) (18,768) 5,952 (12,919)
141 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ɾֺೢٲINCOME TAX IN THE BALANCE 18 ༅ଐ߲ඦ 18 SHEET (CONTINUED) ᙩ b) DEFERRED TAX ASSETS AND (LIABILITIES) (b) ɰᆢႏႮ֝ೢඖ༅ଐʥ߲) RECOGNISED: ඦi
ᆢႏɾႮ֝ೢඖ༅ଐʥ߲ٲ༅ଐ߲ඦכ (The components of deferred tax assets and (liabilities recognised in the balance sheets and the movements during ඦʥαʑɾᛰ৽ΣɎi the year are as follows:
The Group ̯එ྆
Depreciation Fair value allowances adjustment in excess Future Employee Withholding on tangible of related benefit of retirement tax on and intangible depreciation tax losses benefits Provisions dividends assets Total ൚ˮτᗐҗᓿ ೢ৻ᑋฌɾ τѼʥಲѼ༅ଐ ɾҗᓿЛೢᔾ ̰ԞСऩ ࡗঽͤါС ᅆௐ ٖࢠདκೢ ɾʔʐࠤሁኬ ᐢ߮ $’000 $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
Deferred tax arising from: ԞϬΈඖɾႮ֝ೢඖi
(ɀཌྷཌྷȼα̒˂ȹˀ (34,780) 16,952 81 12,761 – – (4,986כ At 1st April 2007 Exchange adjustments මЙሁኬ (180) 76 – 664 – – 560 ฌऩκכ Charged to profit or loss (ഽ6(a) (757) (1,474) (86) (1,044) – – (3,361ڃnote 6(a)) b)
(ɀཌྷཌྷɄαɍ˂ɍɊȹˀ (35,717) 15,554 (5) 12,381 – – (7,787כ At 31st March, 2008
(ɀཌྷཌྷɄα̒˂ȹˀ (35,717) 15,554 (5) 12,381 – – (7,787כ At 1st April 2008 Exchange adjustments මЙሁኬ 2,567 (1,725) – (473) – – 369 ᙔʔ̇ڃArising from acquisition of ԞϬνᑪ (ഽ27 (1,099) – – – – (4,431) (5,530ڃsubsidiary (note 27) b ฌऩκʼn߮Ƀכ Charged)/credited to) (ഽ6(a) (9,594) (700) 269 2,638 (1,858) 406 (8,839ڃprofit or loss (note 6(a)) b
(ɀཌྷཌྷȾαɍ˂ɍɊȹˀ (43,843) 13,129 264 14,546 (1,858) (4,025) (21,787כ At 31st March, 2009
142 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ɾֺೢٲINCOME TAX IN THE BALANCE 18 ༅ଐ߲ඦ 18 SHEET (CONTINUED) ᙩ b) DEFERRED TAX ASSETS AND (LIABILITIES) (b) ɰᆢႏႮ֝ೢඖ༅ଐʥ߲) RECOGNISED: (CONTINUED) ඦiᙩ
The Company ̯ʔ̇
Depreciation allowances in excess Employee of related retirement depreciation benefits Provisions Total ൚ˮτᗐҗᓿ ࡗঽͤ ɾҗᓿЛೢᔾ ါС ᅆௐ ᐢ߮ $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Deferred tax arising from: ԞϬΈඖɾႮ֝ೢඖi
(ɀཌྷཌྷȼα̒˂ȹˀ (12,802) (27) 2,238 (10,591כ At 1st April, 2007 ฌऩκʼn߮Ƀכ Charged)/credited to) profit or loss (265) 2 (212) (475)
(ɀཌྷཌྷɄαɍ˂ɍɊȹˀ (13,067) (25) 2,026 (11,066כ At 31st March, 2008
(ɀཌྷཌྷɄα̒˂ȹˀ (13,067) (25) 2,026 (11,066כ At 1st April, 2008 ฌऩκʼn߮Ƀכ Charged)/credited to) profit or loss (10,722) 278 850 (9,594)
(ɀཌྷཌྷȾαɍ˂ɍɊȹˀ (23,789) 253 2,876 (20,660כ At 31st March, 2009
143 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ɾֺೢٲINCOME TAX IN THE BALANCE 18 ༅ଐ߲ඦ 18 SHEET (CONTINUED) ᙩ b) DEFERRED TAX ASSETS AND (LIABILITIES) (b) ɰᆢႏႮ֝ೢඖ༅ଐʥ߲) RECOGNISED: (CONTINUED) ඦiᙩ
Summary ล߬
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
ᆢႏɾٲ༅ଐ߲ඦכ Net deferred tax assets recognised on the bႮ֝ೢඖ༅ଐ૱ᔾ balance sheets 6,895 4,249 – – ᆢႏɾٲ༅ଐ߲ඦכ Net deferred tax liabilities recognised on the bႮ֝ೢඖ߲ඦ૱ᔾ balance sheets (28,682) (12,036) (20,660) (11,066)
(21,787) (7,787) (20,660) (11,066) c) DEFERRED TAX ASSETS NOT RECOGNISED (c) ̰ᆢႏɾႮ֝ೢඖ༅ଐ)
೪c̯එ྆Ԏܧഽ1(p)ֺ༗ɾผ߮ڃIn accordance with the accounting policy set out in note 1(p), ࣓ኣ ೢ৻ᑋฌ404,267,000ʏכthe Group has not recognised deferred tax assets in respect ಲᆢႏτᗐ of tax losses of $404,267,000 (2008: $478,953,000) as it is ɀཌྷཌྷɄαi478,953,000ʏɾႮ֝ೢ not probable that future taxable profits against which the ඖ༅ଐcࡈΐΕτᗐೢඖ̇ؒဳᑲਂʥ א˞losses can be utilised will be available in the relevant tax ྡྷɺɣ˿ॶଐ̰́ԞᎶᇾೢึС jurisdictions and entities. ሻτᗐᑋฌe
Included in unrecognised tax losses is an amount of ̰ᆢႏೢ৻ᑋฌɻτ18,109,000ʏɀཌྷ $18,109,000 (2008: $17,728,000) and $376,760,000 (2008: ཌྷɄαi17,728,000ʏʥ376,760,000 $450,803,000) which can be carried forward up to five years ʏɀཌྷཌྷɄαi450,803,000ʏੀ˿ʗ and twenty years respectively from the year in which the loss ПϬଐ́ˀᔝΛʄαʥɀɊαe originated. The remaining balance of $9,398,000 (2008: ԯ9,398,000ʏ ɀ ཌྷཌྷɄαi $10,422,000) does not expire under current tax legislation. 10,422,000ʏೢ৻ᑋฌɺผ࣓ኣଊϷೢ ༩౨։eؒ
144 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
19 INVENTORIES 19 Φஒ iܢ˳ɻɾΦஒٲa) INVENTORIES IN THE BALANCE SHEETS (a) ༅ଐ߲ඦ) COMPRISE:
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Raw materials ࡈࢿ 165,030 155,283 77,800 68,932 31,525 43,004 113,134 133,953 ۂFinished goods ႇι
298,983 268,417 120,804 100,457
ᔾʗټb) THE ANALYSIS OF THE AMOUNT OF (b) ɰᆢႏݯʻɾΦஒ) INVENTORIES RECOGNISED AS AN EXPENSE ΣɎi IS AS FOLLOWS:
The Group ̯එ྆
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
Carrying amounts of inventories sold ɰਕΦஒɾሏࠍࠤ 1,584,263 1,365,757 Write down of inventories ࿁ಕΦஒ 1,207 3,788
1,585,470 1,369,545
145 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
20 TRADE AND OTHER RECEIVABLES 20 ᎶνሏಁʥԯˢᎶνಁ
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Trade debtors and bills ᎶνሏಁʥᎶνኣ receivable 438,583 383,309 273,419 237,910 Less: Allowance for doubtful ಕiвሏᅆௐ (ഽ20(b) (1,685) (4,637) (417) (370ڃdebts (note 20(b)) bbb
436,898 378,672 273,002 237,540
ʥټܘOther debtors, deposits ԯˢᎶνಁd and prepayments bད˟ಁඖ 31,661 42,623 9,966 10,048
468,559 421,295 282,968 247,588
νΑ܃൚༦ȹαכThe amount of the Group’s and the Company’s other debtors, ̯එ྆ʥ̯ʔ̇ད౨ ʥདټܘdeposits and prepayments expected to be recovered or ֶκݯʻɾԯˢᎶνಁd charged as expense after more than one year is $7,618,000 ˟ಁඖʗПݯ7,618,000ʏɀཌྷཌྷɄ (2008: $6,595,000) and $2,635,000 (2008: $1,755,000) αi6,595,000ʏʥ2,635,000ʏɀཌྷ respectively. All of the other trade and other receivables are ཌྷɄαi1,755,000ʏeֺτԯˢᎶν ȹαʑνΑֶכexpected to be recovered or charged as expense within one ሏಁʥԯˢᎶνಁད౨ year. κݯʻe
146 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
20 TRADE AND OTHER RECEIVABLES 20 ᎶνሏಁʥԯˢᎶνಁ (CONTINUED) ᙩ a) AGEING ANALYSIS (a) ሏᙍʗ)
့ˀcᎶνሏಁʥᎶνኣɰκכ The ageing of trade debtors and bills receivable (net of allowance for doubtful debts) as of the balance sheet date is вሏᅆௐɾሏᙍΣɎi as follows:
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Current ̰Է౨ 344,064 284,660 198,961 173,643
ȹ˂ 82,020 83,341 70,174 63,203כLess than 1 month past due ༩౨ʭ 1 to 3 months past due ༩౨ȹϭɍ˂ 8,802 9,714 3,228 694 כMore than 3 months but ༩౨൚༦ɍ˂Ўʭ less than 12 months past due bɊɀ˂ 1,891 865 639 – More than 12 months past due ༩౨൚༦Ɋɀ˂ 121 92 – –
ᔾ 92,834 94,012 74,041 63,897ټAmounts past due ༩౨
436,898 378,672 273,002 237,540
ഽ29(a)eڃכ೪༗ܧ൘ڌThe Group’s credit policies are set out in note 29(a). ̯එ྆ɾ
(b) IMPAIRMENT OF TRADE DEBTORS AND (b) ᎶνሏಁʥᎶνኣɾಕࠤ BILLS RECEIVABLE
ढ़νΑ೫ಁඖɾ˿ॶֲڌඑ̯྆ڈImpairment losses in respect of trade debtors and bills ᎶνሏಁʥᎶνኣɾಕࠤڬreceivable are recorded using an allowance account unless ಠঃcЯ the Group is satisfied that recovery of the amount is remote, ᑋฌԚ͂ᅆௐሏত፣eߗ˿νΑɾ˿ॶ Ꮆνሏಁכઅقin which case the impairment loss is written off against trade ֲಠঃcτᗐಕࠤᑋฌ ഽ1(i)(i)eڃdebtors and bills receivable directly (see note 1(i)(i)). ʥᎶνኣɻ࿁ሻӮ
147 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
20 TRADE AND OTHER RECEIVABLES 20 ᎶνሏಁʥԯˢᎶνಁ (CONTINUED) ᙩ
(b) IMPAIRMENT OF TRADE DEBTORS AND (b) ᎶνሏಁʥᎶνኣɾಕࠤ BILLS RECEIVABLE (CONTINUED) ᙩ
αʑɾᛰ৽ΣɎiכThe movement in the allowance for doubtful debts during the вሏᅆௐ year is as follows:
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
ȹˀ 4,637 2,111 370 534˂̒כ At 1st April Exchange adjustments මЙሁኬ (481) 163 – – Impairment loss ಕࠤᑋฌɾ recognised/(reversed) bᆢႏʼnᅆΑ 351 3,400 70 (5) ᙔʔ̇ڃAdditions through ༦νᑪ acquisition of subsidiary bᄈ˱ 164 – – – (ᔾɾ࿁ሻ (2,986) (1,037) (23) (159ټUncollectible amounts written off ɺ˿νΑ
ɍ˂ɍɊȹˀ 1,685 4,637 417 370כ At 31st March
ɀཌྷཌྷȾαɍ˂ɍɊȹˀc̯එ྆ʥכ At 31st March, 2009, the Group’s and the Company’s trade debtors and bills receivable of $1,685,000 (2008: $4,637,000) ̯ʔ̇ɾᎶνሏಁʥᎶνኣʗП and $417,000 (2008: $370,000) respectively were individually 1,685,000ʏɀཌྷཌྷɄαi4,637,000 determined to be impaired. The individually impaired ʏʥ417,000ʏɀཌྷཌྷɄαi370,000 receivables related to customers that were in financial ʏȽПᔤցݯʀ˞ಕࠤe೩Пʀ difficulties. The Group does not hold any collateral over these ˞ಕࠤɾᎶνಁၤτল৻шᗒɾ۪ʸτ אτͨЄܛbalances. ᗐe̯එ྆Ԏಲగϊ೩ eۂ
(c) TRADE DEBTORS AND BILLS RECEIVABLE (c) ԎಲಕࠤɾᎶνሏಁʥᎶν THAT ARE NOT IMPAIRED ኣ
The ageing analysis of trade debtors and bills receivable that ԎಲПֶඑ഼ݯಕࠤɾᎶνሏಁ ഽڃכare neither individually nor collectively considered to be ʥᎶνኣɾሏᙍʗ༗Ͷ impaired are set out in note 20(a). 20(a)e
ה౨ԎಲٶReceivables that were neither past due nor impaired relate to ಲ༩౨͛ಲಕࠤɾᎶνಁၤ ʸτᗐe۪؟a wide range of customers for whom there was no recent ˄ᑹಁ፣ɾᄤ history of default. 148 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
20 TRADE AND OTHER RECEIVABLES 20 ᎶνሏಁʥԯˢᎶνಁ (CONTINUED) ᙩ
(c) TRADE DEBTORS AND BILLS RECEIVABLE (c) ԎಲಕࠤɾᎶνሏಁʥᎶν THAT ARE NOT IMPAIRED (CONTINUED) ኣᙩ
Receivables that were past due but not impaired relate to a ༩౨ЎԎಲಕࠤɾᎶνಁၤΛΊዟ͓۪ ൘ڌnumber of independent customers that have a good track ʸτᗐc೩۪ʸၤ̯එ྆ංɾ record with the Group. Based on past experience, ፣ӪΡe࣓ኣ༦֡cဳଉᄙႏݯc ൘ሔॖԎಲࠇɣᛰ৽c˘ʋڌכͅ management believes that no impairment allowance is necessary in respect of these balances as there has not been ഼А˿ͲᅕνΑcΐϊˇగ೩ a significant change in credit quality and the balances are still Аˮಕࠤᅆௐe̯එ྆Ԏಲగϊ೩ eۂאτͨЄܛconsidered fully recoverable. The Group does not hold any collateral over these balances.
ټʥଊټBANK DEPOSITS AND CASH AND 21 ႺϷΦಁၤଊ 21 CASH EQUIVALENTS ೩ࠤඖ͌
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
11,253 16,782 127,076 213,564 ټCash at bank and in hand ႺϷΦʥΦଊ ɍ˂ʑɾכBank deposits maturing within Φಁ౨ 3 months when placed bႺϷΦಁ 165,734 402,723 165,567 376,076
೩ࠤඖ͌ 379,298 529,799 182,349 387,329ټʥଊټCash and cash equivalents ଊ כBank deposits maturing after Φಁ౨൚༦ɍ˂Ў 3 months but within 1 year bȹαʑɾႺϷΦಁ when placed 103,855 18,962 90,682 9,963
483,153 548,761 273,031 397,292
ᙔʔ̇ڃ˟AMOUNTS DUE FROM/(TO) 22 ᎶνþᎶ 22 SUBSIDIARIES ಁඖ
אᙔʔ̇ಁඖяݯಲڃ˟The amounts due from/(to) subsidiaries are unsecured, ᎶνþᎶ interest-free and have no fixed terms of repayment. The ʥЛࢠc˘ಲ՞ցᑹಁ౨e೩˿ ȹαʑνΑþᑹeכbalances are expected to be recovered/(settled) within one શ year. 149 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
23 TRADE AND OTHER PAYABLES 23 Ꮆ˟ሏಁʥԯˢᎶ˟ಁ
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Trade creditors and bills Ꮆ˟ሏಁʥᎶ˟ኣ payable 242,562 221,094 155,763 126,105 Accrued expenses and Ꮆ߮͂ʥԯˢ other payables bᎶ˟ಁ 352,877 237,583 124,501 78,278
595,439 458,677 280,264 204,383
All of the trade and other payables are expected to be settled ̯එ྆ད౨ֺτᎶ˟ሏಁʥԯˢᎶ˟ಁ ȹαʑᑹc̯එ྆13,520,000כwithin one year, except for customer deposits amounting to ੀ and unpaid consideration ʏɀཌྷཌྷɄαi15,406,000ʏɾ۪ʸ ($15,406,000 :2008) $13,520,000 ᙔʔ̇ɾ̰ʻ˟ˤძڃʥνᑪȹංټܘ for acquisition of a subsidiary amounting to $12,783,000 ڃNil) (see note 27) for the Group and customer deposits 12,783,000ʏɀཌྷཌྷɄαiཌྷʏӮ$ :2008) amounting to $13,377,000 (2008: $14,421,000) for the ഽ27ʥ̯ʔ̇13,377,000ʏɀཌྷཌྷɄ כད౨ڬټܘCompany which are expected to be settled after more than αi14,421,000ʏɾ۪ʸ one year. ൚༦ȹα܃ᑹe
့ˀcᎶ˟ሏಁʥᎶ˟ኣɾሏᙍכ The ageing of trade creditors and bills payable as of the balance sheet date is as follows: ΣɎi
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
By due date ˞Է౨ˀ့߮
ȹ˂ʑֶכDue within 1 month or on Է౨ˀ demand bܘ߬ұ 196,160 193,596 133,648 111,892 כЎ܃˂Due after 1 month but Է౨ˀݯȹ within 3 months bɍ˂ʑ 35,522 21,955 13,434 9,431 כЎ܃˂Due after 3 months but Է౨ˀݯɍ within 6 months bʒ˂ʑ 7,285 2,527 5,109 1,813 Due over 6 months Է౨ˀ൚༦ʒ˂ 3,595 3,016 3,572 2,969
242,562 221,094 155,763 126,105 150 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
24 BANK LOANS 24 ႺϷ൘ಁ
ɀཌྷཌྷȾαɍ˂ɍɊȹˀcႺϷ൘ಁכ At 31st March, 2009, the bank loans were repayable as ɎͶ౨ࠉᑹiכfollows:
The Group ̯එ྆
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
Within 1 year ȹαʑ 51,915 47,190 After 1 year but within 2 years ȹα܃Ўԭαʑ – 21,419
51,915 68,609
ɀཌྷཌྷȾαɍ˂ɍɊȹˀcᐢᅕݯכ :At 31st March, 2009, bank loans totalling $17,109,000 (2008 $Nil) were secured by charges over property, plant and 17,109,000ʏɀཌྷཌྷɄαiཌྷʏɾႺ equipment with net book values totalling $16,646,000 (2008: Ϸ൘ಁȽ˞ሏࠍ૱ࠤͳ16,646,000ʏ พdᄥָʥஉذNil). ɀཌྷཌྷɄαiཌྷʏɾ$ eړௐАݯኪ
൘ଲȹඖၤڌOne of the Group’s banking facilities is subject to the fulfilment ̯එ྆ԯɻȹඖႺϷ of a covenant relating to a balance sheet ratio of the Group, ̯එ྆ɾ༅ଐ߲ඦˈଅτᗐɾۖጻc as is commonly found in lending arrangements with financial ܰၤল৻ዀ࿚͓߯൘ಁΪખࣂɾӮஃ ܘڬinstitutions. If the Group were to breach the covenant, the ցe࠱ߗ̯එ྆༢ʦτᗐۖጻc ൘ᔾe̯එ྆ց౨ڌdrawn down facility would become payable on demand. The ߬ұᑹɰొՅɾ Group regularly monitors its compliance with the covenant. ဟઁ̯ӸፓΨτᗐۖጻɾੱؗeτᗐ̯ ࠓ፮ɾ൬ȹүੱ༗ټFurther details of the Group’s management of liquidity risk එ྆ဳଉݚ৽༅ ɀཌྷཌྷȾαɍ˂ɍɊȹכഽ29(b)eڃכ are set out in note 29(b). As at 31st March, 2009, the Group had complied with the covenant. ˀc̯එ྆ɰፓΨۖጻe
151 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
25 OBLIGATIONS UNDER FINANCE 25 ጪ༅ै༉ɾඦ৻ LEASES
ɀཌྷཌྷȾαɍ˂ɍɊȹˀc̯එ྆ʥכ At 31st March, 2009, the Group and the Company had obligations under finance leases repayable as follows: ̯ʔ࣓̇ኣጪ༅ै༉ᑹɾඦ৻Σ Ɏi
(a) THE GROUP (a) ̯එ྆
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Present Present value of the Total value of the Total minimum minimum minimum minimum lease lease lease lease payments payments payments payments Гै༉ Гै༉ Гै༉ Гै༉ ˟ಁɾଊࠤ ˟ಁᐢᔾ ˟ಁɾଊࠤ ˟ಁᐢᔾ $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Within 1 year ȹαʑ 5,878 7,722 6,873 9,560
After 1 year but within ȹα܃Ўԭαʑ 2 years 5,151 6,516 9,209 11,321 After 2 years but within ԭα܃Ўʄαʑ 5 years 11,944 13,637 17,237 20,689 After 5 years ʄα܃ 2,025 2,247 2,700 3,288
19,120 22,400 29,146 35,298
24,998 30,122 36,019 44,858
Less: Total future ಕḭԞСࢠ interest expenses bbb͂ᐢᔾ (5,124) (8,839)
Present value of lease ै༉ඦ৻ɾଊࠤ obligations 24,998 36,019
152 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
25 OBLIGATIONS UNDER FINANCE 25 ጪ༅ै༉ɾඦ৻ LEASES (CONTINUED) ᙩ
(b) THE COMPANY (b) ̯ʔ̇
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Present Present value of the Total value of the Total minimum minimum minimum minimum lease lease lease lease payments payments payments payments Гै༉ Гै༉ Гै༉ Гै༉ ˟ಁɾଊࠤ ˟ಁᐢᔾ ˟ಁɾଊࠤ ˟ಁᐢᔾ $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Within 1 year ȹαʑ 1,165 1,568 1,082 1,533
After 1 year but within ȹα܃Ўԭαʑ 2 years 1,258 1,510 1,170 1,533 After 2 years but within ԭα܃Ўʄαʑ 5 years 2,090 2,290 3,363 3,858
3,348 3,800 4,533 5,391
4,513 5,368 5,615 6,924
Less: Total future ಕḭԞСࢠ interest expenses bb ͂ᐢᔾ (855) (1,309)
Present value of lease ै༉ඦ৻ɾଊࠤ obligations 4,513 5,615
153 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
26 CAPITAL AND RESERVES 26 ༅̯ʥௐ
(a) THE GROUP (a) ̯එ྆
Attributable to equity shareholders of the Company τɁᎶЌܛʔٖ̇ᚬ̯ Share- based Capital compen- Share Share redemption Capital Legal General Exchange sation Retained Minority Total capital premium reserve reserve reserve reserve reserve reserve profits Total interests equity ༅̯ᚿΑ ٖͫਥᓣ ʭᅕٖ जึС ߮ ᚬऩ ᚬऩᐢᔾړ ძ ௐ ༅̯ௐ ؒցௐ ȹঁௐ මЙௐ ௐึٖͫ ̯ٖ $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
ɀཌྷཌྷȼα̒˂ȹˀ 251,759 305,953 1,101 83,741 7,492 2,261 (7,214) 7,336 601,932 1,254,361 91,127 1,345,488כ At 1st April, 2007 ᙔʔ̇ڃ̔˞Exchange differences on translation ့ࠗಋ ֺଐ́ɾٲof the financial statements of bল৻ం subsidiaries outside Hong Kong bමЙᔾ ––––––26,262 – – 26,262 11,046 37,308 जึСᔝᅆϭړTransfer from retained profits to Ϭ – – – (legal reserve bؒցௐ ––––3,318 – – – (3,318 Transfer from capital reserve to Ϭ༅̯ௐᔝᅆϭ – – – जึС –––(4,087) – – – – 4,087ړretained profits b Shares issued on exercise of గϷԚᑪٖᚬϤ share options bೕϷٖͫ 1,135 8,160 –––––––9,295 – 9,295 Transfer from share-based గϷԚᑪٖᚬϤϬٖͫ compensation reserve to bਥᓣௐᔝᅆϭ share premium on exercise bٖͫึძ of share options – 1,990 –––––(1,990) –––– מEquity settled share-based ˞ٖͫݯ˟ಁਥᓣɾ͚ transactions –––––––1,333 – 1,333 – 1,333 ɐȹα۹ɾכFinal dividend approved in respect ғᙔ (ഽ10(b) ––––––––(67,706)(67,706)–(67,706ڃof the previous year (note 10(b)) ḇ౨ٖࢠ ɐȹα۹ɾכSpecial dividend approved in ғᙔ (ഽ10(bڃrespect of the previous year bऋПٖࢠ (note 10(b)) ––––––––(101,054) (101,054) – (101,054) Interim dividend declared in respect ۧݢ̯α۹ɾ (ഽ10(a) ––––––––(28,315)(28,315)–(28,315ڃof the current year (note 10(a)) bɻ౨ٖࢠ Dividend paid to minority Ήʭᅕٖݢೕٖࢠ shareholders ––––––––––(8,481) (8,481) Profit for the year ̯α۹ึС ––––––––211,208 211,208 24,773 235,981
ɀཌྷཌྷɄαɍ˂ɍɊȹˀ 252,894 316,103 1,101 79,654 10,810 2,261 19,048 6,679 616,834 1,305,384 118,465 1,423,849כ At 31st March, 2008
154 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
26 CAPITAL AND RESERVES (CONTINUED) 26 ༅̯ʥௐᙩ
(a) THE GROUP (CONTINUED) (a) ̯එ྆ᙩ
Attributable to equity shareholders of the Company τɁᎶЌܛʔٖ̇ᚬ̯ Share- based Capital compen- Share Share redemption Capital Legal General Exchange sation Retained Minority Total capital premium reserve reserve reserve reserve reserve reserve profits Total interests equity ༅̯ᚿΑ ٖͫਥᓣ ʭᅕٖ जึС ߮ ᚬऩ ᚬऩᐢᔾړ ძ ௐ ༅̯ௐ ؒցௐ ȹঁௐ මЙௐ ௐึٖͫ ̯ٖ $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
ɀཌྷཌྷɄα̒˂ȹˀ 252,894 316,103 1,101 79,654 10,810 2,261 19,048 6,679 616,834 1,305,384 118,465 1,423,849כ At 1st April, 2008 ᙔʔ̇ڃ̔˞Exchange differences on translation ့ࠗಋ ֺଐ́ɾٲof the financial statements of bল৻ం subsidiaries outside Hong Kong bමЙᔾ ––––––(26,522) – – (26,522) (18,758) (45,280) जึСᔝᅆϭړTransfer from retained profits to Ϭ – – – (legal reserve bؒցௐ ––––3,936 – – – (3,936 Transfer from capital reserve to Ϭ༅̯ௐᔝᅆϭ – – – जึС –––(4,086) – – – – 4,086ړretained profits b Shares issued on exercise of గϷԚᑪٖᚬϤ share options bೕϷٖͫ 911 6,569 –––––––7,480 – 7,480 Transfer from share-based గϷԚᑪٖᚬϤϬٖͫ compensation reserve to bਥᓣௐᔝᅆϭ share premium on exercise bٖͫึძ of share options – 1,496 –––––(1,496) –––– מEquity settled share-based ˞ٖͫݯ˟ಁਥᓣɾ͚ transactions –––––––1,428 – 1,428 – 1,428 ɐȹα۹ɾכFinal dividend approved in respect ғᙔ (ഽ10(b) ––––––––(88,278) (88,278) – (88,278ڃof the previous year (note 10(b)) ḇ౨ٖࢠ ɐȹα۹ɾכSpecial dividend approved in ғᙔ (ഽ10(bڃrespect of the previous year bऋПٖࢠ (note 10(b)) ––––––––(101,469) (101,469) – (101,469) Interim dividend declared in respect ۧݢ̯α۹ɾ (ഽ10(a) ––––––––(28,424) (28,424) – (28,424ڃof the current year (note 10(a)) bɻ౨ٖࢠ Dividend paid to minority Ήʭᅕٖݢೕٖࢠ shareholders ––––––––––(16,686) (16,686) Profit for the year ̯α۹ึС ––––––––217,419 217,419 26,958 244,377
ɀཌྷཌྷȾαɍ˂ɍɊȹˀ 253,805 324,168 1,101 75,568 14,746 2,261 (7,474) 6,611 616,232 1,287,018 109,979 1,396,997כ At 31st March, 2009
155 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
26 CAPITAL AND RESERVES (CONTINUED) 26 ༅̯ʥௐᙩ
(b) THE COMPANY (b) ̯ʔ̇
Capital Share-based Share Share redemption Capital General compensation Retained Total capital premium reserve reserve reserve reserve profits equity ༅̯ᚿΑ ٖͫਥᓣ जึС ᚬऩᐢᔾړ ძ ௐ ༅̯ௐ ȹঁௐ ௐึٖͫ ̯ٖ $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
ɀཌྷཌྷȼα̒˂ȹˀ 251,759 305,953 1,101 83,741 2,261 7,336 504,256 1,156,407כ At 1st April, 2007 Transfer from capital reserve to Ϭ༅̯ௐᔝᅆϭ – जึС –––(4,087) – – 4,087ړretained profits b Shares issued on exercise of గϷԚᑪٖᚬϤ share options bೕϷٖͫ 1,135 8,160 –––––9,295 Transfer from share-based గϷԚᑪٖᚬϤϬٖͫ compensation reserve to bਥᓣௐᔝᅆϭ share premium on exercise bٖͫึძ of share options – 1,990 – – – (1,990) – – מEquity settled share-based ˞ٖͫݯ˟ಁਥᓣɾ͚ transactions –––––1,333 – 1,333 ɐȹα۹ɾכFinal dividend approved in respect ғᙔ (ഽ10(b) ––––––(67,706) (67,706ڃof the previous year (note 10(b)) ḇ౨ٖࢠ ɐȹα۹ɾכSpecial dividend approved in respect ғᙔ (ഽ10(b) ––––––(101,054) (101,054ڃof the previous year (note 10(b)) bऋПٖࢠ Interim dividend declared in respect ۧݢ̯α۹ɾ (ഽ10(a) ––––––(28,315) (28,315ڃof the current year (note 10(a)) bɻ౨ٖࢠ ഽ9 ––––––223,675 223,675ڃProfit for the year (note 9) ̯α۹ึС
ɀཌྷཌྷɄαɍ˂ɍɊȹˀ 252,894 316,103 1,101 79,654 2,261 6,679 534,943 1,193,635כ At 31st March, 2008
ɀཌྷཌྷɄα̒˂ȹˀ 252,894 316,103 1,101 79,654 2,261 6,679 534,943 1,193,635כ At 1st April, 2008 Transfer from capital reserve to Ϭ༅̯ௐᔝᅆϭ – जึС –––(4,086) – – 4,086ړretained profits b Shares issued on exercise of గϷԚᑪٖᚬϤ share options bೕϷٖͫ 911 6,569 –––––7.480 Transfer from share-based గϷԚᑪٖᚬϤϬٖͫ compensation reserve to bਥᓣௐᔝᅆϭ share premium on exercise bٖͫึძ of share options – 1,496 – – – (1,496) – – מEquity settled share-based ˞ٖͫݯ˟ಁਥᓣɾ͚ transactions –––––1,428 – 1,428 ɐȹα۹ɾכFinal dividend approved in respect ғᙔ (ഽ10(b) ––––––(88,278) (88,278ڃof the previous year (note 10(b)) ḇ౨ٖࢠ ɐȹα۹ɾכSpecial dividend approved in respect ғᙔ (ഽ10(b) ––––––(101,469) (101,469ڃof the previous year (note 10(b)) bऋПٖࢠ Interim dividend declared in respect ۧݢ̯α۹ɾ (ഽ10(a) ––––––(28,424) (28,424ڃof the current year (note 10(a)) bɻ౨ٖࢠ ഽ9 ––––––174,594 174,594ڃProfit for the year (note 9) ̯α۹ึС
ɀཌྷཌྷȾαɍ˂ɍɊȹˀ 253,805 324,168 1,101 75,568 2,261 6,611 495,452 1,158,966כ At 31st March, 2009
156 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
26 CAPITAL AND RESERVES (CONTINUED) 26 ༅̯ʥௐᙩ
̯ٖ (c) SHARE CAPITAL (c) i) Authorised and issued share capital (i) ؒցʥɰೕϷٖ̯)
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Number of Number of shares Amount shares Amount ᔾټ ᔾ ٖᅕټ ᅕٖ ’000 $’000 ’000 $’000 ɝٖ ɝʏ ɝٖ ɝʏ
Authorised: ؒցٖ̯i
Ordinary shares of Ұٖࠍࠤ0.25ʏɾ each bౝٖ 3,200,000 800,000 3,200,000 800,000 $0.25
Ordinary shares, issued ɰೕϷʥɰᖔӷ and fully paid: bౝٖi
ȹˀ 1,011,576 252,894 1,007,036 251,759˂̒כ At 1st April Shares issued on గϷԚᑪٖᚬϤ exercise of bೕϷɾٖͫ share options 3,646 911 4,540 1,135
ɍ˂ɍɊȹˀ 1,015,222 253,805 1,011,576 252,894כ At 31st March
τɁ˿νՅɺࣂۧݢɾܛThe holders of ordinary shares are entitled to receive ౝٖɾ ʔ̇ɾɣผɐగҰ̯כ˿dividends as declared from time to time and are entitled ٖࢠcԎ to one vote per share at meetings of the Company. All ٖٖͫԔτȹҙᚬeగ̯ʔ̇ ordinary shares rank equally with regard to the ɾ༅ଐϤӰcֺτౝٖԔτ Company’s residual assets. ೩ᚬСe ii) Shares issued under share option (ii) ࣓ኣᑪٖᚬི߮ೕϷɾٖ) schemes ͫ
During the year, options were exercised to subscribe αʑc˿ႏᑪ̯ʔ̇ౝٖ for 3,646,000 (2008: 4,540,000) ordinary shares in the 3,646,000ٖ ɀཌྷཌྷɄαi Company. The net consideration was $7,480,000 (2008: 4,540,000ٖɾᑪٖᚬᏵϷԚeˤ of which $911,000 (2008: $1,135,000) was ძ૱ᔾݯ7,480,000ʏɀཌྷཌྷɄ ($9,295,000 credited to share capital and the balance of $6,569,000 αi9,295,000ʏcԯɻ911,000ʏ (2008: $8,160,000) was credited to the share premium ɀཌྷཌྷɄαi1,135,000ʏɰᅆɃ account. An amount of $1,496,000 (2008: $1,990,000) ٖ̯cԯ6,569,000ʏɀཌྷཌྷɄ ᅆɃٖͫึძڬhas been transferred from the share-based αi8,160,000ʏ compensation reserve to the share premium account ሏe1,496,000ʏɀཌྷཌྷɄαi ഽڃin accordance with the accounting policy set out in note 1,990,000ʏɾಁඖɰ࣓ኣ ೪Ϭٖͫਥᓣܧo)(iv). 1(o)(iv)ֺ༗ɾผ߮)1 ௐᔝᅆϭٖͫึძሏe 157 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
26 CAPITAL AND RESERVES (CONTINUED) 26 ༅̯ʥௐᙩ d) NATURE AND PURPOSE OF RESERVES (d) ௐɾֲሔʥ͂ப) i) Share premium and capital redemption (i) ٖͫึძʥ༅̯ᚿΑௐ) reserve
The application of the share premium account and the ٖͫึძሏʥ༅̯ᚿΑௐɾ͂ப capital redemption reserve is governed by sections 48B ʗПՇࠗಋʔ̇ૈԝ48Bʥ and 49H respectively of the Hong Kong Companies 49Hૈဟဳe Ordinance.
(ii) Capital reserve (ii) ༅̯ௐ
ȹȾȾ̒αɀ˂൬ϷכAs part of the restructuring of the Group in February Аݯ̯එ྆ کthe Company disposed of a property to a former ɾࠇୂɾȹͫc̯ʔ̇Ήȹං ,1994 พcˤძ˞ଊذᙔʔ̇ˮਕȹඖڃ subsidiary and consideration was received in the form ϊଐ́ᐢܨพʻ˟eذʥ̊ȹඖټ of cash and another property. A total gain, representing พዃ̌ሏࠍࠤၤذthe difference between the historical carrying value of νऩcЩֺˮਕ the property disposed of and the fair value of the ɰνˤძʔʐࠤɾᔾe consideration received, resulted.
พذʥټɰνଊܘɾνऩמThe gain arising from this transaction was divided into ඖ͚ พʔʐࠤɾˈԝʗݯɰᛰଊذ realised and unrealised portions in the ratio of the amount of cash and the fair value of the property ʥ̰ᛰଊͫḛᛰଊνऩɰ߮Ƀ พҗᓿࣂᛰذ့߮כreceived (the “property”). The unrealised gain was taken ༅̯ௐcԎ α۹ʑc4,086,000ʏ̯כto capital reserve and is realised on depreciation of the ଊe property. During the year, $4,086,000 (2008: ɀཌྷཌྷɄαi4,087,000ʏϬ༅ जึСeړis transferred from capital reserve to ̯ௐᔝᅆϭ ($4,087,000 retained profits. iii) Legal reserve (iii) ؒցௐ)
ඝۂࠕעThe legal reserve has been set up by Shenzhen Vitasoy ؒցௐͅ૯Γၐˢͮ τࠉʔپGuang Ming) Foods and Beverage Company Limited ࢿτࠉʔ̇ʥၐˢ̘ዌ) ɾؒԝஉپand Vitasoja (Macau) Limitada in accordance with ̇ʗП࣓ኣɻਝʥዌ regulations in the PRC and Macau respectively. ͓e
(iv) Exchange reserve (iv) මЙௐ
The exchange reserve comprises all foreign exchange මЙௐ˳ф့ࠗಋ˞̔Δਂɾ ଐ́ɾֺτමٲᙔʔ̇ɾল৻ంڃ differences arising from the translation of the financial ഽ1(s)ֺڃstatements of subsidiaries outside Hong Kong. The Йᔾeௐੀ࣓ኣ reserve is dealt with in accordance with the accounting ༗ɾผ߮ܧ೪୮ଉe policy set out in note 1(s).
158 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
26 CAPITAL AND RESERVES (CONTINUED) 26 ༅̯ʥௐᙩ
d) NATURE AND PURPOSE OF RESERVES (d) ௐɾֲሔʥ͂பᙩ) (CONTINUED) v) Share-based compensation reserve (v) ٖͫਥᓣௐ)
Share-based compensation reserve comprises the fair ٖͫਥᓣௐ˳фʀ̯එ྆ value of the actual or estimated number of unexercised ֶ̯ʔ̇ࡗɾྡྷֶЅ߮ֆ̰Ϸ share options granted to employees of the Group or ԚᑪٖᚬؿʔʐࠤcτᗐᑪٖᚬȽ ഽ1(o)(iv)ֺ༗గ˞ٖͫݯਥڃthe Company recognised in accordance with the ࣓ኣ accounting policy adopted for share-based payments ᓣɾ˟ಁઔढ़ɾผ߮ܧ೪Ϥᆢႏe in note 1(o)(iv). e) DISTRIBUTABILITY OF RESERVES (e) ˿Ԝʗݢௐ)
ɀཌྷཌྷȾαɍ˂ɍɊȹˀc˿Ԝʗݢכ At 31st March, 2009, the amounts of reserves available for τɁɾௐᅕᔾΣɎiܛdistribution to equity shareholders of the Company are as ʀ̯ʔٖ̇ᚬ follows:
The Company ̯ʔ̇
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
General reserve ȹঁௐ 2,261 2,261 जึС 495,452 534,943ړ Retained profits
497,713 537,204
ᘪݢೕ̱౨ٖࢠҰۺc໎ԑ܃့ˀכ After the balance sheet date the Directors proposed a final dividend and a special dividend of 9.0 cents per ordinary share ٖౝٖ9.0˦ɀཌྷཌྷɄαiҰٖౝ ˦cents per ordinary share) and 10.0 cents per ٖ8.7˦ʥऋПٖࢠҰٖౝٖ10.0 8.7 :2008) ordinary share (2008: 10.0 cents per ordinary share) ɀཌྷཌྷɄαiҰٖౝٖ10.0˦cᐢ respectively, amounting to $192,931,000 (2008: ᅕݯ192,931,000ʏ ɀ ཌྷཌྷɄαi ့ˀԎכThese dividends have not been recognised 189,614,000ʏeτᗐٖࢠ .($189,614,000 as liabilities at the balance sheet date. ̰ᆢႏݯ߲ඦe
159 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
26 CAPITAL AND RESERVES (CONTINUED) 26 ༅̯ʥௐᙩ
(f) CAPITAL MANAGEMENT (f) ༅̯ဳଉ
ړThe Group’s primary objectives when managing capital are to ̯එ྆Εဳଉ༅̯ࣂɾࠖ߬͌ᅟݯ ۂᙩᏪؿॶɈc༦ੀଐܛsafeguard the Group’s ability to continue as a going concern, ̯එ྆ॶ ؿˋ̡ʥီޚၤࠓ፮כ৻ؿძࣟ߯רso that it can continue to provide returns for shareholders ʥ ଉι̯ᘐઉጪ༅cԚԯॶᘗᙩݯٖܘ and benefits for other stakeholders, by pricing products and ᗐّొԜСޚservices commensurately with the level of risk and by securing ొԜΑంʥݯԯˢᚬऩ access to finance at a reasonable cost. ऩe
The Group actively and regularly reviews and manages its ̯එ྆ዶรʥց౨ྦྷ༅̯ܼ࿚൬ϷᏎদ ڃcapital structure to maintain a balance between the higher ʥဳଉc˞౨Ε༖ঢ়ٖΑం˿ॶ ༅̯Ԟɾබʥڴshareholder returns that might be possible with higher levels ༖ঢ়ࠥ൘ˋ̡ၤඐ ංՅ̡ጫcԎΐᎶᏜྊɾᛰړ of borrowings and the advantages and security afforded by a sound capital position, and makes adjustments to the capital ʝྦྷ༅̯ܼ࿚Аˮሁኬe structure in light of changes in economic conditions.
Consistent with industry practices, the Group monitors its ̯ടพʑྻԝc̯එ྆˞߲ඦྦྷሁኬ capital structure on the basis of a debt-to-adjusted equity ༅̯ˈଅАݯဟઁԯ༅̯ܼ࿚ɾਥๅe ցݯႺϷ൘ވratio. For this purpose the Group defines debt as the total of గϊ͌ؿc̯එ྆ੀ߲ඦ bank loans and obligations under finance leases, and adjusted ಁʥጪ༅ै༉ඦ৻ɾᐢᔾcሁኬ༅̯ ᘪٖۺ߮ୃڈequity as all components of equity less unaccrued proposed ݯᚬऩɾֺτୂιͫಕ dividends. ࢠe
ɀཌྷཌྷȾαc̯එ྆ɾ೪ݯੀ߲ඦכ During 2009, the Group’s strategy, which was unchanged from 10%cϊ೪כܛwas to maintain the debt-to-adjusted equity ratio at ྦྷሁኬ༅̯ˈଅၐ ,2008 ֶܛړapproximately 10%. In order to maintain or adjust the ratio, ϬɀཌྷཌྷɄα̰ҝᛰeݯ the Group may adjust the amount of dividends paid to ሁኬτᗐˈଅc̯එֶ྆ผሁኬΉٖ ᔾdೕϷณٖͫdΉٖټshareholders, issue new shares, return capital to shareholders, ݢ˟ɾٖࢠ raise new debt financing or sell assets to reduce debt. ঽΑ༅̯dᘐඑณඦඖጪ༅ֶˮਕ༅ଐ ˞ಕГ߲ඦe
160 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
26 CAPITAL AND RESERVES (CONTINUED) 26 ༅̯ʥௐᙩ
(f) CAPITAL MANAGEMENT (CONTINUED) (f) ༅̯ဳଉᙩ
ɀཌྷཌྷȾαʥɀཌྷཌྷɄαɍ˂ɍɊȹכ The debt-to-adjusted equity ratio at 31st March, 2009 and 2008 was as follows: ˀɾ߲ඦྦྷሁኬ༅̯ˈଅΣɎi
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Current liabilities: ݚ৽߲ඦi
– – ഽ24 51,915 47,190ڃBank loans (note 24) ႺϷ൘ಁ Obligations under finance ጪ༅ै༉ɾඦ৻ ഽ25 5,878 6,873 1,165 1,082ڃleases (note 25) b
57,793 54,063 1,165 1,082
ݚ৽߲ඦiڈ :Non-current liabilities
– – ഽ24 – 21,419ڃBank loans (note 24) ႺϷ൘ಁ Obligations under finance ጪ༅ै༉ɾඦ৻ ഽ25 19,120 29,146 3,348 4,533ڃleases (note 25) b
19,120 50,565 3,348 4,533
Total debt ߲ඦᐢᔾ 76,913 104,628 4,513 5,615
ഽ26(a)ʥ(b) 1,396,997 1,423,849 1,158,966 1,193,635ڃTotal equity (note 26(a) and (b)) ᚬऩᐢᔾ ᘪٖࢠۺLess: Proposed dividends ಕi (ഽ10(a) (192,931) (189,614) (192,931) (189,614ڃnote 10(a)) bbb)
Adjusted equity ሁኬ༅̯ 1,204,066 1,234,235 966,035 1,004,021
Debt-to-adjusted ߲ඦྦྷሁኬ equity ratio b༅̯ˈଅ 6% 8% 0.5% 1%
ܪᙔʔ̇ลˇፓΨ̔ڃNeither the Company nor any of its subsidiaries are subject ̯ʔ̇ʥԯ to externally imposed capital requirements. ˱ɾ༅̯ஃցe
161 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ᙔʔ̇ڃACQUISITION OF SUBSIDIARY 27 νᑪ 27
ɀཌྷཌྷɄα̒˂ɀˀc̯එ྆νᑪכ On 2nd April, 2008, the Group acquired the entire issued share ΕۂɾͲɰೕϷٖ̯eȹࠕۂcapital of Unicurd. Unicurd is engaged in the manufacture ȹࠕ ႇพ৻eνۂᗐଐޚand sale of soy related products in Singapore. The purchase ณ˱գԑɣӲ ʻټconsideration is $79,600,000, which was satisfied in cash. ᑪˤძݯ79,600,000ʏcȽ˞ଊ ˟e
νᑪˀ౨ɾכDetails of assets acquired and liabilities assumed as at the ֺνᑪ༅ଐʥֺֻኪ߲ඦ acquisition date were as follows: ੱΣɎi
Pre-acquisition Recognised carrying Fair value values on amounts adjustments acquisition ʔʐࠤ ɰᆢႏ کνᑪ ሏࠍࠤ ሁኬ νᑪძࠤ $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ
พdᄥָʥஉௐذ Property, plant and equipment ഽ13(a) 14,691 6,183 20,874ڃnote 13(a)) b) ഽ15 – 18,436 18,436ڃIntangible assets (note 15) ಲѼ༅ଐ Inventories Φஒ 3,185 – 3,185 Trade and other receivables ᎶνሏಁʥԯˢᎶνಁ 10,603 – 10,603 ೩ࠤඖ͌ 1–1ټʥଊټCash and cash equivalents ଊ Trade and other payables Ꮆ˟ሏಁʥԯˢᎶ˟ಁ (3,192) – (3,192) Current tax payable Ꮆ˟ଊ౨ೢඖ (742) – (742) (ഽ18(b) (1,099) (4,431) (5,530ڃDeferred tax liabilities (note 18(b)) Ⴎ֝ೢඖ߲ඦ
Net identifiable assets ˿ᖫП༅ଐ૱ࠤ 23,447 20,188 43,635
Share of net identifiable assets ̯එ྆ᎶЌ˿ᖫП attributable to the Group (100%) ༅ଐ૱ࠤ100% 43,635 ഽ16 35,965ڃGoodwill on acquisition (note 16) νᑪਆᙷ
Consideration payable Ꮆ˟ˤძ 79,600
162 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
ᙔʔ̇ڃACQUISITION OF SUBSIDIARY 27 νᑪ 27 (CONTINUED) ᙩ
೩ࠤඖ͌ݚټʥଊټᙔʔ̇ɾଊڃAnalysis of the net outflow of cash and cash equivalents in νᑪ respect of the acquisition of subsidiary: ˮ૱ᔾɾʗi
$’000 ɝʏ
(ˤძ (79,600ټCash consideration ଊ ೩ࠤඖ͌ 1ټʥଊټCash and cash equivalents acquired ֺνᑪɾଊ
(79,599) Unpaid consideration included in ߮ɃᎶ˟ሏಁʥԯˢᎶ˟ಁ ഽ23 12,783ڃtrade and other payables (note 23) bɾֆ̰ʻ˟ɾˤძ
ᙔʔ̇ɾڃNet outflow of cash and cash equivalents νᑪ (೩ࠤඖ͌ݚˮ૱ᔾ (66,816ټʥଊټin respect of the acquisition of subsidiary bଊ
ɀཌྷཌྷȾαɍ˂ɍɊȹˀcˤძכ At 31st March, 2009, consideration amounting to $12,783,000 remained unpaid and was included in trade and other 12,783,000ʏֆ̰ʻ˟cԎɰ߮ɃᎶ˟ payables. This sum is retained by the Group to compensate ሏಁʥԯˢᎶ˟ಁe೫ಁඖ̯ͅඑ྆ ᖬdֻጻړजc˞గΐሒʿ༢ʦͨЄړ for any possible claims or losses arising from any breach of warranties, undertakings or covenants on the part of the ֶۖϤ˿ॶʵೕɾͨЄॗֶᑋฌొ ѧινᑪ߮ɍכvendors. It will be released to the vendors in full or in part, as Ԝላe೫ಁඖੀ ढ़ɾੱؗɎcͲֶڌඑ̯྆כthe case may be, within three years from the date of αʑʥ ʀሒʿeיcompletion of the acquisition and upon the satisfaction of the ഼ͫੱؗϤցೕ Group.
ᙔʔ̇ྦྷ̯එ྆ᘆɾڃThe acquired subsidiary contributed turnover of $61,147,000 αʑcֺνᑪ and net profit of $8,612,000 to the Group during the year, ᏪพᔾʥึС૱ᔾʗПݯ61,147,000ʏ ݚɃ૱ᔾټand a net operating cash inflow of $11,514,000 and utilised a ʥ8,612,000ʏcϤၤᏪଊ ټnet cash outflow of $2,158,000 in respect of investing ݯ11,514,000ʥၤҙ༅ݠ৽τᗐɾଊ activities. ݚˮ૱ᔾݯ2,158,000ʏe
163 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
EQUITY SETTLED SHARE-BASED 28 ˞ٖͫݯ˟ಁਥᓣɾ 28 מTRANSACTIONS ͚
ɀཌྷཌྷɀαȾ˂̒ˀઔढ़ȹඖכThe Company adopted a share option scheme on 4th ̯ʔ̇ September, 2002 whereby the Directors of the Company were ᑪٖᚬི߮sኣϊc̯ʔ̇ɾ໎ԑᏵ authorised, at their discretion, to invite employees of the ᚬੱᑼᇼ̯එ྆ɾࡗ˳ܢ̯එ྆࿏ Group, including Directors of any company in the Group, to ɎͨЄʔ̇ɾ໎ԑઅढ़ᑪٖᚬ˞ႏᑪ̯ take up options to subscribe for ordinary shares of $0.25 each ʔ̇Ұٖࠍࠤ0.25ʏɾౝٖeᑪٖᚬ in the Company. The exercise price of the options is ɾϷԚძ̯ͅʔ̇໎ԑᔤցcݯɎͶɍ ˮˀ౨ˀכٖͫ(determined by the Directors of the Company and is the highest ّɻɾঢ়ძi(i ֺτࠉʔמof (i) the closing price of the shares on The Stock Exchange ̦ݯᏪพˀΕࠗಋᐲ͚ ၇כٖͫ(of Hong Kong Limited (the “Stock Exchange”) on the date of ̇ᐲֺ͚፣ɾν̟ძh(ii ʄᏪพˀΕᐲֺ͚፣کgrant, which must be a business day; (ii) the average of the અˮˀ౨ closing prices of the shares on the Stock Exchange for the ɾ̡яν̟ძhʥ(iii)ٖͫɾࠍࠤe five business days immediately preceding the date of grant; and (iii) the nominal value of the shares.
˿τȹݒࣂංʿܛThere is no minimum period for which an option must be held ᑪٖᚬˇͱϷ ߬ˀכbefore it can be exercised, but the Directors of the Company ϷԚc̯ʔ̇ɾ໎ԑᏵᚬ τ౨ࠉeᑪٖᚬܛЄͨ˱ڃare empowered to impose at their discretion any such ౨ੱ minimum period at the date of offer. The options are ɾϷԚ౨ɺ൚༦ˮˀ౨߮ɾɊ τɁяτᚬႏᑪȹܛexercisable for a period not to exceed 10 years from the date αeҰඖᑪٖᚬɾ of grant. Each option gives the holder the right to subscribe ٖ̯ʔٖ̇ͫe for one share in the Company.
့ˀɾ̰։ʥ̰ϷԚᑪٖᚬɾૈכ (a) The terms and conditions of the unexpired and unexercised (a) share options at balance sheet date are as follows, whereby ಁʥૈͧΣɎcֺτᑪٖᚬя˞ٖͫɾ ͚ν့iذྡྷ :all options are settled by physical delivery of shares
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Contractual Remaining Remaining life of Exercise contractual Number of contractual Number of Date of grant Exercise period options price life options life options ᑪٖᚬɾ ֆ ᑪٖᚬ ֆ ᑪٖᚬ ˮˀ౨ ϷԚ౨ α౨ ϷԚძ α౨ ɾᅕ͌ α౨ ɾᅕ͌ $ ’000 ’000 ʏɝɝ
1/4/2003 1/4/2004 – 31/3/2013 10 years α 1.688 4 years α 3,166 5 years α 4,416 1/4/2004 1/4/2005 – 31/3/2014 10 years α 1.904 5 years α 2,516 6 years α 3,962 1/6/2005 1/6/2006 – 31/5/2015 10 years α 2.375 6 years α 3,028 7 years α 4,174 5/6/2006 5/6/2007 – 4/6/2016 10 years α 2.900 7 years α 3,022 8 years α 4,012 18/7/2007 18/7/2008 – 17/7/2017 10 years α 3.600 8 years α 3,454 9 years α 3,906 21/7/2008 21/7/2009 – 20/7/2018 10 years α 3.820 9 years α 3,920 ––
19,106 20,470 164 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
EQUITY SETTLED SHARE-BASED 28 ˞ٖͫݯ˟ಁਥᓣɾ 28 ᙩמTRANSACTIONS (CONTINUED) ͚
့ˀɾ̰։ʥ̰ϷԚᑪٖᚬɾૈכ (a) The terms and conditions of the unexpired and unexercised share (a) options at balance sheet date are as follows, whereby all options ಁʥૈͧΣɎcֺτᑪٖᚬя˞ٖͫɾ ͚ν့iᙩذྡྷ (are settled by physical delivery of shares: (continued
All the options are exercisable progressively and the maximum ֺτ˿ʀϷԚɾᑪٖᚬᅕ͌Ƚ༟үᄈ percentage of options which may be exercised is determined ˱cϤΈආݒ˿ϷԚᑪٖᚬɾϛͫˈɐ in stages as follows: ࠉΣɎi
Percentage of options granted ˈЌᏵᑪٖᚬɾϛʗ %25 ܃On or after 1st year anniversary of the date of grant ˮˀ౨߮ȹ൪αֶԯ another ̊ 25% ܃On or after 2nd year anniversary of the date of grant ˮˀ౨߮ԭ൪αֶԯ another ̊ 25% ܃On or after 3rd year anniversary of the date of grant ˮˀ౨߮ɍ൪αֶԯ another ̊ 25% ܃On or after 4th year anniversary of the date of grant ˮˀ౨߮̒൪αֶԯ b) The number and weighted average exercise prices of share (b) ᑪٖᚬɾᅕ͌ʥ˱ᚬ̡яϷԚძΣɎi) options are as follows:
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Weighted Weighted average average exercise Number of exercise Number of price options price options ᚬ̡я ᑪٖᚬ ˱ᚬ̡я ᑪٖᚬ˱ ϷԚძ ɾᅕ͌ ϷԚძ ɾᅕ͌ $ ’000 $ ’000 ʏɝʏɝ
ȹˀֆ̰ϷԚ 2.472 20,470 2.210 23,315˂̒כ Outstanding at 1st April (αʑϷԚ 2.053 (3,646) 2.049 (4,540כ Exercised during the year αʑˮ 3.820 3,920 3.600 3,906כ Granted during the year Forfeited on termination ΐ༅ࣟၤّ αʑӀνכof employment of ᔴᓻϤ eligible participants during the year 2.806 (1,638) 2.567 (2,211)
ɍ˂ɍɊȹˀֆ̰ϷԚ 2.800 19,106 2.472 20,470כ Outstanding at 31st March
ɍ˂ɍɊȹˀ˿ϷԚ 9,916 9,684כ Exercisable at 31st March
˱αʑؿϷԚˀ౨ɾכThe weighted average share price at the date of exercise for ɰϷԚɾᑪٖᚬ share options exercised during the year was $3.597 (2008: ᚬ̡яٖძݯ3.597ʏɀཌྷཌྷɄαi $3.414). 3.414ʏe c) FAIR VALUE OF SHARE OPTIONS AND (c) ᑪٖᚬɾʔʐࠤʥஉ) ASSUMPTIONS
৻ؿʔרThe fair value of services received in return for share options ̯එ྆˞ˮᑪٖᚬԞᏵɾ granted are measured by reference to the fair value of share ʐࠤcȽϣɰˮᑪٖᚬɾʔʐࠤ߮ ৻ɾЅ߮ʔʐࠤ˞ɀඖרoptions granted. The estimate of the fair value of the services ൴eֺᏵɾ received is measured based on a binomial lattice model. The βᒨᅡβ߮൴eᑪٖᚬɾα౨͂ contractual life of the option is used as an input into this model. АᅡβɾȹඖፏɃᅕeτᗐొξϷ Expectations of early exercise are incorporated into the Ԛɾད౨ɰ߮Ƀɀඖβᒨᅡβɾʑe binomial lattice model. 165 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
EQUITY SETTLED SHARE-BASED 28 ˞ٖͫݯ˟ಁਥᓣɾ 28 ᙩמTRANSACTIONS (CONTINUED) ͚
c) FAIR VALUE OF SHARE OPTIONS AND (c) ᑪٖᚬɾʔʐࠤʥஉᙩ) ASSUMPTIONS (CONTINUED)
ᗐஉΣɎiޚFair values of share options and the related assumptions are ᑪٖᚬɾʔʐࠤʥ as follows:
Date of grant ˮˀ౨ 1/4/2003 1/4/2004 1/6/2005 5/6/2006 18/7/2007 21/7/2008
߮൴ˀ౨כ Fair value at measurement date ɾʔʐࠤ $0.356 $0.405 $0.522 $0.555 $0.579 $0.507 Share price ٖძ $1.640 $1.880 $2.375 $2.900 $3.600 $3.820 Exercise price ϷԚძ $1.688 $1.904 $2.375 $2.900 $3.600 $3.820 Expected volatility ད౨ؐఝ 35% 35% 35% 30% 26% 23% Expected option life ད౨ᑪٖᚬɾτࢽ౨ 10 years α 10 years α 10 years α 10 years α 10 years α 10 years α Expected dividends ད౨ٖࢠ 7.50% 7.50% 7.50% 7.50% 7.50% 7.00% Risk-free interest rate ಲࠓ፮Сଅ 3.91% 3.34% 3.52% 4.69% 4.69% 3.60% ዃ̌ؐఝᔤցcԎ࣓ኣΐʔܘThe expected volatility is based on the historic volatility, ད౨ؐఝ adjusted for any expected changes to future volatility due to ༅ࢿኒߎ̰ԞؐఝɾͨЄད౨ᛰʝʀ ዃٖ̌ࢠᔤցeֺܘpublicly available information. Expected dividends are based ˞ሁኬeད౨ٖࢠ on historical dividends. Changes in the subjective input ઔ͂˚ᜮஉɾᛰ৽˿ྦྷʔʐࠤɾЅ߮ assumptions could materially affect the fair value estimate. ଐ́ࠇɣᄧᚊe
৻ૈͧϤˮeϊඖૈרShare options were granted under a service condition. This ᑪٖᚬ࣓ܰኣ ˮᑪٖכ৻ؿʔʐࠤרcondition has not been taken into account in the grant date ͧΕ߮൴ֺ fair value measurement of the services received. There were ᚬˀࣂɺΕϣᄬɾͶeˮᑪٖᚬԎಲ τ̟ૈͧeڃ .no market conditions associated with the share option grants 29 FINANCIAL RISK MANAGEMENT 29 ল৻ࠓ፮ဳଉʥʔʐࠤ AND FAIR VALUES dСଅʥஒྫྷࠍྦྷɾࠓټ൘dݚ৽༅ڌ Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the Group’s business. The ፮̯එ྆พ৻ɾ̳༦ೡɻଐ́e̯ ဳଉכGroup’s exposures to these risks and the financial risk එ྆ࠍྦྷɾτᗐࠓ፮ʥ̯එ྆͂ management policies and practices used by the Group to τᗐࠓ፮ɾল৻ဳଉܧ೪ၤྻԝ༗߸Σ manage these risks are described below. Ɏe
൘ࠓ፮ڌ (a) CREDIT RISK (a)
൘ࠓ፮˚߬ԞϬᎶνሏಁʥڌThe Group’s credit risk is primarily attributable to trade and other ̯එ྆ɾ ೪cϤܧ൘ڌreceivables. Management has a credit policy in place and the ԯˢᎶνಁeဳଉᄙௐτ ᙩՇԷဟઁeܛ൘ɾࠓ፮ڌexposure to this credit risk is monitored on an ongoing basis. τᗐ
ɈྡྷܧThe credit terms given to the customers vary and are generally ̯එ྆ȹঁΐᎶП۪ʸɾল ൘౨eݯτࢽΔဳઁτᗐ۪ڌbased on the financial strength of the individual customer. In ʀɺɾ ൘ࠓ፮c̯එ྆ผց౨ിЅ۪ʸڌorder to effectively manage the credit risks associated with ʸɾ ೕ௰ˀ߮ɍכ൘ੱؗeᎶνሏಁڌcustomers, credit evaluations of customers are performed ɾ periodically. Trade receivables are due within 30 to 90 days ɊˀϭȾɊˀʑԷ౨eȹঁϤӰc̯එ eۂאfrom the date of billing. Normally, the Group does not obtain ྆ɺผ۪ʸՅ collateral from customers. 166 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
29 FINANCIAL RISK MANAGEMENT 29 ল৻ࠓ፮ဳଉʥʔʐࠤ AND FAIR VALUES (CONTINUED) ᙩ
൘ࠓ፮ᙩڌ (a) CREDIT RISK (CONTINUED) (a)
൘ࠓ፮˚߬ՇΈ۪ʸɾڌThe Group’s exposure to credit risk is influenced mainly by ̯එ྆ࠍྦྷɾ ့ˀc̯එ྆ɣכthe individual characteristics of each customer. At the balance Пੱؗᄧᚊe sheet date, 15.8% (2008: 14.7%) and 51.5% (2008: 51.9%) ۪ʸʥʄɣ۪ʸɾ˄ಁʗПЌᎶνሏಁ of the total trade and other receivables was due from the ʥԯˢᎶνಁᐢᔾɾ15.8%ɀཌྷཌྷɄ Group’s largest customer and the five largest customers αi14.7%ʥ51.5%ɀཌྷཌྷɄαi respectively. 51.9%e
൘Ϥࠍྦྷɣɾࠓ፮˞༅ଐڌThe maximum exposure to credit risk is represented by the ̯එ྆ΐ ጪ༅ଐɾሏࠍࠤಕ˾ͨЄټΈඖٲcarrying amount of each financial asset in the balance sheet ߲ඦ ݯࠉe̯එ྆ԎಲొԜͨЄ܃after deducting any impairment allowance. The Group does ಕࠤᅆௐ eړ൘ࠓ፮ɾኪڌnot provide any other guarantees which would expose the ԯˢԚ̯එ྆ࠍྦྷ Group to credit risk.
Further quantitative disclosures in respect of the Group’s ̯එ྆ΐᎶνሏಁʥԯˢᎶνಁϤʵߎ ഽ20А൬ȹүց൴ׄڃכ൘ࠓ፮cڌexposure to credit risk arising from trade and other receivables ɾ are set out in note 20. ᚉe
೩ࠤඖټʥଊټThe Group’s bank deposits and cash and cash equivalents ̯එ྆ɾႺϷΦಁၤଊ ጪዀټ൘ിज़ɾڌτӪΡכיare placed with financial institutions with sound credit ratings, ͌ȽΦ ൘ࠓ፮ڌand the management consider the Group’s exposure to credit ࿚cဳଉᄙႏݯ̯එ྆ࠍྦྷɾ risk is low. ݯГe
൘ࠓ፮ʥగဳଉτᗐࠓڌThe Group’s exposure to the credit risk and its policies for ̯එ྆ࠍྦྷɾ managing such risk were unchanged from 2008. ፮ɾܧ೪ϬɀཌྷཌྷɄα̰ҝᛰe
ࠓ፮ټb) LIQUIDITY RISK (b) ݚ৽༅)
ټIndividual operating entities within the Group are responsible ̯එ྆ПᏪྡྷ߲ஐԯ̯Ӹɾଊ А౨ҙ༅ʥࠥޔټੀଊܢ˳for their own cash management, including the short term ဳଉc ұc࠱ࠥ൘ټinvestment of cash surpluses and the raising of loans to cover Ƀ൘ಁ˞ӷད౨ଊ Ᏽ̴ʔڬexpected cash demands, subject to approval by the parent ൚༦ߗɳདͱᚬɾˋ̡c company’s board when the borrowings exceed certain ̇໎ԑผғe̯එ྆ɾܧ೪ܰց౨ဟ ߬ʥԯፓΨ൘ಁۖጻɾੱټpredetermined levels of authority. The Group’s policy is to ઁݚ৽༅ ௐʥټӷଊ˨ܛඑ྆ၐ̯ړregularly monitor its liquidity requirements and its compliance ؗc˞ᆢ ൘ڌጪዀ࿚ֻጻొԜӷਪɾټwith lending covenants, to ensure that it maintains sufficient Ᏽ˚߬ ټ౨ɾݚ৽༅ٽreserves of cash and adequate committed lines of funding ᔾc˞Ꮆ˟౨ʥ ࠓ፮ʥగဳټfrom major financial institutions to meet its liquidity ߬e̯එ྆ࠍྦྷɾݚ৽༅ requirements in the short and long term. The Group’s ଉτᗐࠓ፮ɾܧ೪ϬɀཌྷཌྷɄα̰ exposures to the liquidity risk and its policies for managing ҝᛰe such risk were unchanged from 2008.
ټ့ˀɾכͶ̯එ྆ʥ̯ʔ̇ٲThe following table details the remaining contractual maturities Ɏ at the balance sheet date of the Group’s and the Company’s ጪ߲ඦɾɎԷ౨ࣂංcϊȽ࣓ኣ Сଅcܘܢ˳ݚ൴ټfinancial liabilities, which are based on contractual ̰җଊଊ ့ˀϷɾСଅ့߮ɾܘundiscounted cash flows (including interest payments ֶΣᙔࣺࢠ computed using contractual rates or, if floating, based on rates Сࢠ˞ʥ̯එ྆ʥ̯ʔ̇ᑹτᗐಁ current at the balance sheet date) and the earliest date the ඖɾξˀ౨Аʗi Group and the Company can be required to pay: 167 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
29 FINANCIAL RISK MANAGEMENT 29 ল৻ࠓ፮ဳଉʥʔʐࠤ AND FAIR VALUES (CONTINUED) ᙩ
ࠓ፮ᙩټb) LIQUIDITY RISK (CONTINUED) (b) ݚ৽༅)
The Group ̯එ྆
2009 ɀཌྷཌྷȾα Contractual undiscounted cash outflow ݚˮټ̰җଊଊ More than More than Balance Within 1 year but 2 years but sheet 1 year or less than less than More than amount on demand 2 years 5 years 5 years Total carrying ٲ༅ଐ߲ඦ ܃ԭα ܃ȹαʑֶ ȹα ܘ߬ұ Ўԭαʑ Ўʄαʑ ʄα܃ ᐢ߮ ɾሏࠍࠤ $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
Trade and other payables Ꮆ˟ሏಁʥԯˢᎶ˟ಁ 595,439 – – – 595,439 595,439 Bank loans ႺϷ൘ಁ 52,495 – – – 52,495 51,915 Obligations under finance ጪ༅ै༉ɾඦ৻ leases 7,722 6,516 13,637 2,247 30,122 24,998
655,656 6,516 13,637 2,247 678,056 672,352
2008 ɀཌྷཌྷɄα Contractual undiscounted cash outflow ݚˮټ̰җଊଊ More than More than Balance Within 1 year but 2 years but sheet 1 year or less than less than More than carrying on demand 2 years 5 years 5 years Total amount ٲ༅ଐ߲ඦ ܃ԭα ܃ȹαʑֶ ȹα ܘ߬ұ Ўԭαʑ Ўʄαʑ ʄα܃ ᐢ߮ ɾሏࠍࠤ $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
Trade and other payables Ꮆ˟ሏಁʥԯˢᎶ˟ಁ 458,677 – – – 458,677 458,677 Bank loans ႺϷ൘ಁ 50,718 24,807 – – 75,525 68,609 Obligations under finance ጪ༅ै༉ɾඦ৻ leases 9,560 11,321 20,689 3,288 44,858 36,019
518,955 36,128 20,689 3,288 579,060 563,305
168 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
29 FINANCIAL RISK MANAGEMENT 29 ল৻ࠓ፮ဳଉʥʔʐࠤ AND FAIR VALUES (CONTINUED) ᙩ
ࠓ፮ᙩټb) LIQUIDITY RISK (CONTINUED) (b) ݚ৽༅)
The Company ̯ʔ̇
2009 ɀཌྷཌྷȾα Contractual undiscounted cash outflow ݚˮټ̰җଊଊ More than More than Balance Within 1 year but 2 years but sheet 1 year or less than less than More than carrying on demand 2 years 5 years 5 years Total amount ٲ༅ଐ߲ඦ ܃ԭα ܃ȹαʑֶ ȹα ܘ߬ұ Ўԭαʑ Ўʄαʑ ʄα܃ ᐢ߮ ɾሏࠍࠤ $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
Trade and other payables Ꮆ˟ሏಁʥԯˢᎶ˟ಁ 280,264 – – – 280,264 280,264 ᙔʔ̇ɾಁඖ 25,060 – – – 25,060 25,060ڃ˟Amount due to subsidiaries Ꮆ Obligations under finance ጪ༅ै༉ɾඦ৻ leases 1,568 1,510 2,290 – 5,368 4,513
306,892 1,510 2,290 – 310,692 309,837
2008 ɀཌྷཌྷɄα Contractual undiscounted cash outflow ݚˮټ̰җଊଊ More than More than Balance Within 1 year but 2 years but sheet 1 year or less than less than More than carrying on demand 2 years 5 years 5 years Total amount ٲ༅ଐ߲ඦ ܃ԭα ܃ȹαʑֶ ȹα ܘ߬ұ Ўԭαʑ Ўʄαʑ ʄα܃ ᐢ߮ ɾሏࠍࠤ $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
Trade and other payables Ꮆ˟ሏಁʥԯˢᎶ˟ಁ 204,383 – – – 204,383 204,383 ᙔʔ̇ɾಁඖ 11,174 – – – 11,174 11,174ڃ˟Amount due to subsidiaries Ꮆ Obligations under finance ጪ༅ै༉ɾඦ৻ leases 1,533 1,533 3,858 – 6,924 5,615
217,090 1,533 3,858 – 222,481 221,172
169 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
29 FINANCIAL RISK MANAGEMENT 29 ল৻ࠓ፮ဳଉʥʔʐࠤ AND FAIR VALUES (CONTINUED) ᙩ
(c) INTEREST RATE RISK (c) Сଅࠓ፮
ࢠࠥ൘eڃThe Group’s interest rate risk arises primarily from interest- ̯එ྆ɾСଅࠓ፮˚߬ԞϬ bearing borrowings. The Group monitors the level of its fixed ̯එ྆ဟྦԯցࢠʥࣺࢠࠥ൘ˋ̡e̯ (Ɏʼ(iכrate and variable rate borrowings. The Group’s interest rate එ྆ͅဳଉᄙဟઁɾСଅ༅ࢿ༗ profile as monitored by management is set out in (i) below. ඖe
(i) Interest rate profile (i) Сଅ༅ࢿ
့ˀ̯එ྆ʥ̯ʔ̇כͶٲThe following table details the interest rate profile of the Ɏ ࢠࠥ൘ɾСଅ༅ࢿiڃ Group’s and the Company’s interest-bearing borrowings at the balance sheet date.
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα Effective Effective Effective Effective interest interest interest interest rate Amount rate Amount rate Amount rate Amount ᔾټ ᔾ ྡྷСଅټ ᔾ ྡྷСଅټ ᔾ ྡྷСଅټ Сଅྡྷ % $’000 % $’000 % $’000 % $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Fixed rate borrowings: ցࢠࠥ൘i
Obligations under ጪ༅ै༉ɾඦ৻ finance leases 7.79 24,998 8.21 36,019 8.00 4,513 8.00 5,615 Bank loans ႺϷ൘ಁ 4.83 17,108 ––––––
42,106 36,019 4,513 5,615
Variable rate ࣺࢠࠥ൘i borrowings:
Bank loans ႺϷ൘ಁ 3.80 34,807 7.61 68,609 ––––
Total borrowings ࠥ൘ᐢᔾ 76,913 104,628 4,513 5,615
170 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
29 FINANCIAL RISK MANAGEMENT 29 ল৻ࠓ፮ဳଉʥʔʐࠤ AND FAIR VALUES (CONTINUED) ᙩ
(c) INTEREST RATE RISK (CONTINUED) (c) Сଅࠓ፮ᙩ ii) Sensitivity analysis (ii) ણֲʗ)
ɀཌྷཌྷȾαɍ˂ɍɊȹˀcЅ߮כ At 31st March, 2009, it is estimated that a general increase/decrease of 100 basis points in interest rates, Сଅౝ༧ɐʠʼnɎൡ100ਥᒨc ɺᛰɾܛړwith all other variable held constant, would decrease/ Εֺτԯˢ˿ᛰ৽ΐॖ जړСʥึ܃increase the Group’s profit after tax and retained profits ੱؗɎc̯එ྆ೢ by approximately $358,000 (2008: $518,000). The 100 ึСੀΐϊಕʭʼnᄈ˱358,000 basis point increase or decrease represents ʏɀཌྷཌྷɄαi518,000ʏeɐ قဳଉᄙྦྷܞmanagement’s assessment of a reasonably possible ሁֶɎሁ100ਥᒨ change in interest rates over the period until the next ϭɎȹα۹့ˀ˅౨ං˿ॶೕ́ annual balance sheet date. ɾଉСଅᛰ৽ֺ൬ϷɾിЅe
जึСֺՇړСʥึ܃The impact on the Group’s profit after tax and retained ̯එ྆ೢ τɾܛ့ˀכඑ̯྆ܘprofits is estimated as an annualised impact on interest ᄧᚊcȽ ጪɮԮɾСଅᛰ৽ྦྷСࢠʻˮɾټ expense of such a change in interest rates on the financial instruments held by the Group at the balance α۹ʝᄧᚊЅ߮eဳଉᄙஉͫ ࢠࠥ൘ڃɎȹంй౨ංԷ౨ɾכ -sheet date. Management assumed that certain interest ੀᙩࠥ˞АˀᏪ༜ɾ܃Է౨כ bearing borrowings maturing during the next reporting ޚ๑ܘperiod will be rolled over upon the maturing for daily ͂eɀཌྷཌྷɄαɾʗȽ operation purposes. The analysis is performed on the ਥๅ൬Ϸe same basis for 2008.
(d) FOREIGN CURRENCY RISK (d) ̔මࠓ፮
The Group is exposed to foreign currency risk primarily through ̯එ྆ࠍྦྷɾ̔මࠓ፮˚߬ԞϬΐൕሒ ʥጪټsales, purchases and borrowings which give rise to payables, ʥࠥ൘Ϥଐ́ɾᎶ˟ಁdଊ cash balances and obligations under finance leases that are ༅ै༉ɾඦ৻c೩ඖ͌Ƚܘ̔මЩ͚ ֺࣹพ৻ɾ˲ॶஒྫྷ˞̔ɾஒྫྷ߮מ denominated in a foreign currency, i.e. a currency other than the functional currency of the operations to which the ࠤeଐ́̔මࠓ፮ɾஒྫྷ˚߬ݯʏd transactions relate. The currencies giving rise to this risk are ዌʏdᅩʏʥˀe primarily United States dollars, Australian dollars, Euros and Japanese Yen.
171 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
29 FINANCIAL RISK MANAGEMENT 29 ল৻ࠓ፮ဳଉʥʔʐࠤ AND FAIR VALUES (CONTINUED) ᙩ
(d) FOREIGN CURRENCY RISK (CONTINUED) (d) ̔මࠓ፮ᙩ
For group entities whose functional currency is Hong Kong గ˲ॶஒྫྷݯಋྫྷɾ̯එ྆ΈྡྷϤ dollars, all sales and purchases are denominated in either Ӱcߗɳ˞ዌʏdᅩʏʥˀ߮ࠤɾ ಋྫྷֶܘʥઔᑪ̔cֺτൕሒяמHong Kong dollars or United States dollars, except for certain ͚ ಋྫྷၤʏ㢕cဳଉכtransactions with group entities and purchases that are ʏ߮ࠤeͅ Ԏಲמdenominated in Australian dollars, Euros and Japanese Yen. ᄙད౨τᗐ೩˞ʏ߮ࠤɾ͚ Given the Hong Kong dollar is pegged to the United States ͨЄࠇɣஒྫྷࠓ፮eగ˞ዌʏdᅩʏʥ ɾמτᗐ͚כϤӰcͅמdollar, management does not expect that there will be any ˀ߮ࠤɾ͚ ဳଉᄙႏݯ̯එ྆ܨࠇɣcڈsignificant currency risk associated with such United States ι͚ᔾԎ dollars denominated transactions. For transactions ֺࠍྦྷɾஒྫྷࠓ፮ݯГe denominated in Australian dollars, Euros and Japanese Yen, since the volume of such transactions is not significant, management considers the exposure to currency risk to be low.
For group entities whose functional currency is a currency గ˲ॶஒྫྷݯಋྫྷ˞̔ɾஒྫྷɾ̯එ྆ other than Hong Kong dollars, except for sales made to and ΈྡྷϤӰcၤ̯එ྆Έྡྷ൬Ϸɾ purchases from group entities and certain borrowings (from ൕሒʥΈྡྷ̯එ྆ࠥˮɾߗɳࠥ൘ ˲ԯܘמಋྫྷ߮ࠤ̔cԯˢɣ͚ͫܘ ,group entities) that are denominated in Hong Kong dollars most of the other transactions are denominated in their ॶஒྫྷ߮ࠤe functional currencies.
The Group’s exposure to currency risk and its policies for ̯එ྆ࠍྦྷɾஒྫྷࠓ፮ʥగဳଉτᗐࠓ managing such risk were unchanged from 2008. ፮ɾܧ೪ϬɀཌྷཌྷɄα̰ҝᛰe i) Exposure to currency risk (i) ஒྫྷࠓ፮ֻኪ)
့ˀכͶ̯එ྆ʥ̯ʔ̇ٲThe following table details the Group’s and the Ɏ ̔˞Company’s significant exposure at the balance sheet ֺֻՇ˞τᗐྡྷɾ˲ॶஒྫྷ date to currency risk arising from recognised assets or ɾஒྫྷ߮ࠤɾɰᆢႏ༅ଐֶ߲ඦϤ liabilities denominated in a currency other than the ଐ́ɾࠇɣஒྫྷࠓ፮eτᗐࠓ፮ֻ ့ˀɾЩ౨මଅܘᔾȽټfunctional currency of the entity to which they relate. ኪɾ ˞For presentation purposes, the amounts of the exposure ့ݯಋྫྷАеͶɾ͂e့ࠗಋ ݯ̯එ྆ɾٲᙔʔ̇ɾল৻ంڃ̔ are shown in Hong Kong dollars, translated using the spot rates at balance sheet date. Differences resulting еͶஒྫྷϤଐ́ɾᔾԎɺ˳ܢΕ from the translation of the financial statements of ʑe subsidiaries outside Hong Kong into the Group’s presentation currency are excluded.
172 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
29 FINANCIAL RISK MANAGEMENT 29 ল৻ࠓ፮ဳଉʥʔʐࠤ AND FAIR VALUES (CONTINUED) ᙩ
(d) FOREIGN CURRENCY RISK (CONTINUED) (d) ̔මࠓ፮ᙩ
i) Exposure to currency risk (continued) (i) ஒྫྷࠓ፮ֻኪᙩ)
The Group ̯එ྆
Exposure to foreign currencies (expressed in Hong Kong dollars) මࠓ፮ֻኪ˞ಋྫྷ့߮̔
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα United United States Australian Japanese States Australian Dollars Euros Dollars Yen Dollars Euros Dollars ʏ ᅩʏ ዌʏ ˀ ʏ ᅩʏ ዌʏ $’000 $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
ټBank deposits and cash ႺϷΦಁၤଊ ೩ࠤඖ͌ 34,349 – 123 – 59,390 – 29,336ټand cash equivalents ʥଊ Trade and other payables Ꮆ˟ሏಁʥԯˢᎶ˟ಁ (7,301) (392) (16) (7,842) (8,837) – – Obligations under finance leases ጪ༅ै༉ɾඦ৻ (12,867) – – – (15,843) – –
Net exposure ૱ࠓ፮ֻኪ 14,181 (392) 107 (7,842) 34,710 – 29,336
The Company ̯ʔ̇
Exposure to foreign currencies (expressed in Hong Kong dollars) මࠓ፮ֻኪ˞ಋྫྷ့߮̔
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα United United States Australian Japanese States Australian Dollars Euros Dollars Yen Dollars Euros Dollars ʏ ᅩʏ ዌʏ ˀ ʏ ᅩʏ ዌʏ $’000 $’000 $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
ᙔʔ̇ಁඖڃAmounts due from Ꮆν subsidiaries 189,759 – 7,055 – 96,470 93,112 6,005 ټBank deposits and cash ႺϷΦಁၤଊ ೩ࠤඖ͌ 33,946 – 123 – 59,390 – 29,336ټand cash equivalents ʥଊ Trade and other payables Ꮆ˟ሏಁʥԯˢᎶ˟ಁ (7,301) (309) (16) (7,490) (8,837) – – Obligations under finance leases ጪ༅ै༉ɾඦ৻ (4,513) – – – (5,611) – –
Net exposure ૱ࠓ፮ֻኪ 211,891 (309) 7,162 (7,490) 141,412 93,112 35,341 173 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
29 FINANCIAL RISK MANAGEMENT 29 ল৻ࠓ፮ဳଉʥʔʐࠤ AND FAIR VALUES (CONTINUED) ᙩ
(d) FOREIGN CURRENCY RISK (CONTINUED) (d) ̔මࠓ፮ᙩ ii) Sensitivity analysis (ii) ણֲʗ)
့ˀ̯එ྆ΈྡྷࠍכͶ͐ٲThe following table indicates the instantaneous change Ɏ in the Group’s profit after tax and retained profits that ྦྷࠇɣࠓ፮ɾමଅˮଊᛰ৽˿ॶኒ जึСɾړСʥึ܃would arise if foreign exchange rates to which the group ߎ̯එ྆ೢ entities have significant exposure at the balance sheet Щࣂᛰ৽உֺτԯˢࠓ፮ᛰ൴ date had changed at that date, assuming all other risk ၐܛɺᛰeగϊϤӰcȽஉಋ variables remained constant. In this respect, it is ྫྷၤʏɾᐲᖎමଅɺผΐʏЙ assumed that the pegged rate between the Hong Kong ԯˢஒྫྷමଅɾͨЄᛰ৽ϤՇԷࠇ dollars and the United States dollars would be materially ɣᄧᚊe unaffected by any changes in movement in value of the United States dollars against other currencies.
The Group ̯එ྆
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Increase/ Increase/ Increase/ (decrease) Increase/ (decrease) (decrease) in profit (decrease) in profit in foreign after tax in foreign after tax exchange and retained exchange and retained rates profits rates profits ೢ܃ึС ೢ܃ึС जึСړजึС ʥړʥ මଅɐʠʼn ɐʠʼn මଅɐʠʼn ɐʠʼn Ɏൡ Ɏൡ Ɏൡ Ɏൡ $’000 $’000 ɝʏ ɝʏ
United States dollars ʏ 5% (318) 5% (378) (5)% 318 (5%) 378
Australian dollars ዌʏ 5% 299 5% 1,475 (5)% (299) (5%) (1,475)
Japanese Yen ˀ 5% (327) 5% – (5)% 327 (5%) –
Euros ᅩʏ 5% (16) 5% – (5)% 16 (5%) – 174 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
29 FINANCIAL RISK MANAGEMENT 29 ল৻ࠓ፮ဳଉʥʔʐࠤ AND FAIR VALUES (CONTINUED) ᙩ
(d) FOREIGN CURRENCY RISK (CONTINUED) (d) ̔මࠓ፮ᙩ
ii) Sensitivity analysis (continued) (ii) ણֲʗᙩ)
е߸ɾʗᛷ̯͐එ྆ΈٲResults of the analysis as presented in the above table ɐ represent an aggregation of the instantaneous effects ྡྷ˞ΈϬ˲ॶஒྫྷ့߮ɾึСֶ ့ˀϷɾමଅ့ݯܘon each of the group entities’ profit or loss measured in ᑋฌc the respective functional currencies, translated into ಋྫྷ˞АеంɾᐢЩࣂᄧᚊe Hong Kong dollars at the exchange rate ruling at the balance sheet date for presentation purposes.
כThe sensitivity analysis assumes that the change in ણֲʗȽஉමଅᛰ৽Ꮆ͂ ˥τɾܛ့ˀכforeign exchange rate had been applied to re-measure ࠇณ߮൴̯එ྆ ጪɮټthose financial instruments held by the Group which ̯එ྆ࠍྦྷஒྫྷࠓ፮ɾτᗐ එ྆ʔ̇ං˞൘ಁɁֶ̯ܢ˳expose the Group to currency risk at the balance sheet Ԯc date, including inter-company payables and receivables ࠥಁɁɾ˲ॶஒྫྷ˞̔ɾஒྫྷ߮ࠤ within the Group which are denominated in a currency ɾᎶ˟ಁʥᎶνಁeɐ߸ᛰ৽ܞဳ ϭɎȹα۹့ˀ˅౨ංقother than the functional currency of the lender or the ଉᄙྦྷ borrower. The stated changes represent management’s ˿ॶೕ́ɾଉමଅᛰ৽ֺ൬Ϸɾ ̔˞ΐ့ࠗಋܢ˳assessment of reasonably possible changes in foreign ിЅeʗɺ ݯ̯එ྆ɾеٲᙔʔ̇ɾল৻ంڃ exchange rates over the period until the next annual balance sheet date. The analysis excludes differences ͶஒྫྷϤଐ́ɾᔾeɀཌྷཌྷɄα ਥๅ൬Ϸeޚ๑ܘthat would result from the translation of the financial ɾʗȽ statements of subsidiaries outside Hong Kong into the Group’s presentation currency. The analysis is performed on the same basis for 2008.
(e) FAIR VALUES (e) ʔʐࠤ
dאᙔʔ̇ಁඖݯಲڃ˟The amounts due from/(to) subsidiaries are unsecured, ᎶνʼnᎶ ϊ೩ૈಁcכinterest-free and have no fixed repayment terms. Given these Лࢠʥಲ՞ցᑹಁ౨eᛆ terms it is not meaningful to disclose fair values. ׄᚉԯʔʐࠤɾ෮ຮɺɣe
ɀཌྷכጪɮԮɾሏࠍࠤၤԯټAll other financial instruments are carried at amounts not ֺτԯˢ materially different from their fair values as at 31st March, ཌྷȾαʥɀཌྷཌྷɄαɍ˂ɍɊȹˀɾʔ 2009 and 2008. ʐࠤԎಲࠇɣଔe
175 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
COMMITMENTS 30 ֻኪ 30
˿ɀཌྷཌྷȾαɍ˂ɍɊȹˀc࣓ኣɺכ (a) At 31st March, 2009, the total future minimum lease payments (a) under non-cancellable operating leases are payable as follows: ɾᏪै༉Εˀ܃Ꮆ˟ɾГै༉ ˟ಁᐢᔾΣɎi
The Group ̯එ྆
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Factory Factory machinery machinery and and Properties equipment Properties equipment ɮᄥዀኂ ɮᄥዀኂ พ ʥஉௐذ พ ʥஉௐذ $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Within 1 year ȹαʑ 31,067 1,159 31,891 520 After 1 year but within ȹα܃Ўʄαʑ 5 years 22,492 2,966 15,852 587 After 5 years ʄα܃ 2,913 – ––
56,472 4,125 47,743 1,107
The Company ̯ʔ̇
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα Properties Properties พذ พذ $’000 $’000 ɝʏ ɝʏ
Within 1 year ȹαʑ 5,169 2,806 After 1 year but within ȹα܃Ўʄαʑ 5 years 4,091 1,526
9,260 4,332
พʥΛذThe Group leases a number of properties and items of factory ̯එ࣓྆ኣᏪै༉ै͂Λ үݯ౨ٱmachinery and equipment under operating leases. The leases ඖɮᄥዀኂʥஉௐe೩ै༉ run for an initial period of one to six years, with an option to ȹαϭʒαcԎ˘τᚬፕእᙩ౨c։ࣂ renew the lease when all terms are renegotiated. None of the ֺτૈಁя˿ࠇณਆցeΈඖै༉Ԏɺ eټಳैֶܢ˳ .leases includes contingent rentals 176 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
COMMITMENTS (CONTINUED) 30 ֻኪᙩ 30
ɀཌྷཌྷȾαɍ˂ɍɊȹˀc̰Εল৻כ (b) Capital commitments outstanding at 31st March, 2009 not (b) ɻᅆௐɾ̰˟༅ֻ̯ኪੱΣɎiٲprovided for in the financial statements were as follows: ం
The Group The Company ̯එ྆ ̯ʔ̇
2009 2008 2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ
Contracted for ɰց 8,794 12,379 6,348 840 Authorised but not ɰғЎ̰ց contracted for 111,946 142,892 94,790 128,474
120,740 155,271 101,138 129,314
CONTINGENT LIABILITIES 31 ֶಳ߲ඦ 31
ɀཌྷཌྷȾαɍ˂ɍɊȹˀc̯ʔכ (a) As at 31st March, 2009, the Company has issued (a) ᙔʔ̇ɾႺϷௐ͂ڃguarantees to banks in respect of banking facilities ̇ɰగʀԯ e໎ԑႏݯړ൘ϤΉႺϷАˮኪڌ granted to its subsidiaries. The Directors do not consider Ϥྦྷ̯ʔ̇࿚ιላɾړit is probable that a claim will be made against the గͨЄኪ ့ˀc̯ʔ̇ɰೕכCompany under any of the guarantees. The maximum ዀผɺɣe ᙔʔ̇৽ڃɎঢ়߲ඦȽړliability of the Company at the balance sheet date under ˮɾኪ ൘32,773,000ʏɀཌྷڌthe guarantees issued is the facilities drawn down by ͂ɾௐ͂ the subsidiaries of $32,773,000 (2008: $43,694,000). ཌྷɄαi43,694,000ʏe
ɾʔʐࠤಲؒ˿ቌ߮൴cړኪכͅ The Company has not recognised any deferred income in respect of the guarantees as its fair value cannot be ˘ι͚ძݯཌྷʏɀཌྷཌྷɄαiཌྷ ᆢړʔ̇Ԏಲగ೩ኪ̯ܨreliably measured and its transaction price was $Nil ʏc Nil). ႏͨЄႮ֝νɃe$ :2008)
ᙔʔ̇ڃb) The Company has given undertakings to certain wholly- (b) ̯ʔ̇ɰֻጻΉߗɳͲ༅) ೩ᘗᙩᏪ֤ړХ˞ᆢܧowned subsidiaries to provide them with such financial ొԜল assistance as is necessary to maintain them as going ༜Аe concerns.
177 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
מMATERIAL RELATED PARTY 32 ࠇɣᗐடɁɡ͚ 32 TRANSACTIONS
ʥ̔cמτׄᚉɾ͚̊ٲIn addition to the transactions and balances disclosed ল৻ం eמelsewhere in these financial statements, the Group entered ̯එ྆ɰ͓߯˞ɎࠇɣᗐடɁɡ͚ into the following material related party transactions.
מa) TRANSACTIONS WITH RELATED PARTIES (a) ၤᗐடɁɡɾ͚)
(i) The Group has purchased milk products from a related (i) ̯එ྆ΉȹΊΕɻਝɾᗐடɁɡ ᙔʔ̇ɾʭᅕٖઔᑪڃparty (a minority shareholder of the Company’s ̯ʔ̇ ɾ௰ϽძɰΕۂe̘ᗘႇۂsubsidiary) in the PRC. The unit price of the milk ̘ᗘႇ products is pre-determined in an agreement entered ȹ̯ͫͅඑ྆ၤᗐடɁɡ͓߯ɾ into between the Group and the related party, and will ԾᘪɻདͱᔤցcԎผϣࠗಋʥ ძАˮሁ̟کɾۂbe revised by reference to the prevailing market price ɻਝᗘଐ ۂof similar products in Hong Kong and the PRC. Total ኬeαʑΉᗐடɁɡઔᑪɾஒ purchases from the related party amounted to ͳࠤ2,154,000ʏɀཌྷཌྷɄαi ˂ɀཌྷཌྷȾαɍכduring the year. The 2,517,000ʏe ($2,517,000 :2008) $2,154,000 amount due to the related party as at 31st March, 2009 ɍɊȹˀᎶ˟ᗐடɁɡɾಁඖݯ amounted to $49,000 (2008: $94,000). 49,000ʏɀཌྷཌྷɄαi94,000 ʏe
ȹΊᗐடɁɡ̯ͅۂii) The products of the Group are distributed in Australia (ii) ̯එ྆ɾଐ) ዌݘכᙔʔ̇ɾʭᅕٖڃby a related party (a minority shareholder of the ʔ̇ ৻νՅဳרCompany’s subsidiary) and a management fee is ʗሻcɁɡԎగొԜ charged for the provision of services. The management ଉ͂eဳଉ͂ܘདͱᔤցɾ ᐢሻਕᔾɾϛʗۂfee is calculated based on a pre-determined percentage ᗐடɁɡʗሻଐ of the gross sales of products distributed by the related ˈ့߮eαʑᗐடɁɡνՅɾဳ party. Total management fee charged by the related ଉ͂ͳ13,707,000ʏɀཌྷཌྷ ɀཌྷཌྷȾכparty for the year amounted to $13,707,000 (2008: Ʉαi8,561,000ʏe $8,561,000). The amount due to the related party as at αɍ˂ɍɊȹˀᎶ˟ʀᗐடɁɡ 31st March, 2009 amounted to $3,395,000 (2008: ɾဳଉ͂ݯ3,395,000ʏɀཌྷཌྷ $2,528,000). Ʉαi2,528,000ʏe
ܛ͛࿚ιמcɐ߸͚ڬThe above transactions also constitute continuing ࣓ኣɐ̟ஃ cϤ̯ʔ̇͛ɰగϊፓמconnected transactions under the Listing Rules, in ᙩᗐட͚ 14Aɾׄᚉஃցeڬrespect of which the Company has complied with the Ψɐ̟ஃ disclosure requirements in accordance with Chapter 14A of the Listing Rules.
178 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
מMATERIAL RELATED PARTY 32 ࠇɣᗐடɁɡ͚ 32 TRANSACTIONS (CONTINUED) ᙩ
ټb) KEY MANAGEMENT PERSONNEL (b) ᗐᒄဳଉɁࡗɾ༭) REMUNERATION
ഽ7ڃܢ˳ټRemuneration for key management personnel of the Group, ̯එ྆ᗐᒄဳଉɁࡗɾ༭ ڃincluding amounts paid to the Company’s directors as ֺׄᚉΉ̯ʔ̇໎ԑʻ˟ɾಁඖ˞ʥ disclosed in note 7 and certain of the highest paid employees ഽ8ֺׄᚉΉߗɳঢ়ᑀࡗʻ˟ɾಁ as disclosed in note 8, is as follows: ඖΣɎi
2009 2008 ɀཌྷཌྷȾα ɀཌྷཌྷɄα $’000 $’000 ɝʏ ɝʏ
Short-term employee benefits ౨ࡗါС 26,110 26,342 Post-employment benefits ᔴᓻ܃ါС 761 711 Equity compensation benefits ٖ̯ါС 1,134 1,139
28,005 28,192
ഽ5(b)eڃɰ߮Ƀࡗɮι̯ӮټTotal remuneration is included in “staff costs” (see note 5(b)). ᐢ༭
33 NON-ADJUSTING POST BALANCE 33 ˇАˮሁኬɾ့ˀ SHEET EVENT ܃ԑඖ
ᘪݢೕ̱౨ٖࢠʥۺ܃့ˀכSubsequent to the balance sheet date, the Directors proposed ໎ԑผ ഽ10ɻׄڃכa final dividend and a special dividend. Further details are ऋПٖࢠe൬ȹүੱ disclosed in note 10. ᚉe
34 COMPARATIVE FIGURES 34 ˈ༖ᅕΥ
ڬξઔढ़ࠗಋল৻ంйๅొכͅ (a) As a result of the early adoption of HKFRS 8, Operating (a) segments, certain comparative figures have been 8໔Ꮺ༜ʗcܨߗɳˈ༖ᅕ adjusted to conform to current year’s presentation of Υɰሁኬ˞ଲ̯α۹ʗంйɾ segment reporting and to provide comparative amounts еͶcԎొԜɀཌྷཌྷȾαࠖωׄᚉ ɾ൬ȹڬᔾe೩ๅټin respect of items disclosed for the first time in 2009. ඖ͌ɾˈ༖ ഽ2ɻׄᚉeڃכFurther details of these developments are disclosed in үੱ note 2.
(b) Staff bonus of $12,141,000 relating to administrative (b) ߮ɃɀཌྷཌྷȼʼnɀཌྷཌྷɄαল৻ం ԯˢᏪ͂ɾ12,141,000ʏٲ ”staff which was included in “other operating expenses ɰࠇณʗᗘݯټɁࡗࡗɮᆉܧin the 2007/2008 financial statements has been Ϸ ͂c˞ଲ̯α۹ɾʗܧreclassified to “administrative expenses” in order to Ϸ conform with current year’s classification. ᗘe 179 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
34 COMPARATIVE FIGURES (CONTINUED) 34 ˈ༖ᅕΥᙩ
(c) Payables to subsidiaries of $11,174,000 included in (c) ߮ɃɀཌྷཌྷȼʼnɀཌྷཌྷɄαল৻ం ᙔʔ̇ಁඖɾڃ Ꮆ ν ٲ Amounts due from subsidiaries” in the 2007/2008“ ᙔʔ̇ɾᎶڃfinancial statements has been reclassified to “Amounts 11,174,000ʏᎶ˟ʀ ᙔʔ̇ڃ˟due to subsidiaries” in order to conform with current ˟ಁɰࠇณʗᗘݯᎶ year’s classification. ಁඖc˞ଲ̯α۹ɾʗᗘe
35 ACCOUNTING ESTIMATES AND 35 ผ߮Ѕ߮ʥРᒾ JUDGEMENTS
ਆᙷಕࠤכഽ16d17ʥ28ʗП༗τᗐڃ Notes 16, 17 and 28 contain information about the assumptions and their risk factors relating to goodwill ിЅdވցঽͤါС༅ଐʼn߲ඦʥɰ ᗐࠓ፮ޚimpairment assessment, defined benefit retirement assets/ ˮᑪٖᚬɾʔʐࠤɾஉʥ ᇁႇכڌޚliabilities) and fair value of share options granted. Apart from ΐॖeɐ߸ّ̔c̯එ྆) ೪ࣹ͛ʥܧࣂc˞Ɏᗐᒄผ߮ٲthe above, the Group believes the following critical accounting ল৻ం policies also involve significant judgements and estimates used ࠇɣРᒾʥЅ߮i in the preparation of the financial statements:
(a) IMPAIRMENT OF FIXED ASSETS AND (a) ՞ց༅ଐʥಲѼ༅ଐಕࠤ INTANGIBLE ASSETS
If the circumstances indicate that the carrying values of these ࠱τੱؗᛷ͐೩༅ଐɾሏࠍࠤ˿ॶಲ ೩༅ଐ˿ॶ഼ݯɰಕڬassets may not be recoverable, the assets may be considered ؒνΑc “impaired” and an impairment loss may be recognised in ࠤcϤಕࠤᑋฌ˿ॶผ࣓ኣࠗಋผ߮ 36໔༅ଐಕࠤʀ˞ᆢႏe࣓ኣڬaccordance with HKAS 36 “Impairment of assets”. Under ๅ 36໔cɓτԑֶͧᛰڬHKAS 36, these assets are tested for impairment whenever ࠗಋผ߮ๅ events or changes in circumstances indicate that their ৽ᛷ͐τᗐሏࠍࠤ˿ॶಲؒνΑc೩ recorded carrying amounts may not be recoverable. When ༅ଐੀ൬ϷಕࠤಡeΣಕࠤɰˮଊc ᔾټᔾe˿νΑټsuch a decline has occurred, the carrying amount is reduced ሏࠍࠤੀಕϭ˿νΑ to recoverable amount. The recoverable amount is the greater ݯਕძ૱ᔾၤԚ͂ძࠤԭّɻɾ༖ঢ় of the net selling prices and the value in use. In determining ّeᔤցԚ͂ძࠤࣂcੀ࣓ኣሻ൴dਕ ᔾɾˋ̡АˮࠇɣРټthe value in use, expected cash flows generated by the asset ძʥᏪ༜ι̯ ݚ൴җଊټare discounted to their present value, which requires significant ᒾcੀ༅ଐଐ́ɾད౨ଊ judgement relating to level of sale volume, selling prices and ϭԯଊࠤe̯එ྆༜ֺ͂τ˿͂ɾ༅ࢿ ˳ᔾcټᔾɾଉลټamount of operating costs. The Group uses all readily available ˞ᔤց˿νΑ ᔾɾټ࣓ኣྦྷሻ൴dਕძʥᏪ༜ι̯ܢ information in determining an amount that is a reasonable ɾஉʥདֺ߮Аˮܛapproximation of recoverable amount, including estimates ଉʥτᖬኣʻ based on reasonable and supportable assumptions and ɾЅ߮eಳϤcྡྷሻ൴dਕძʥᏪ༜ உcԎ˿ॶྦྷכᔾ˿ॶτПټprojections of sale volume, selling prices and amount of ι̯ operating costs. However, actual sale volume, selling prices Շᄧᚊ༅ଐɾሏࠍࠤАˮࠇɣሁኬe and operating costs may be different from assumptions which may require a material adjustment to the carrying amount of the assets affected.
180 Annual Report 2008/2009 αం
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
35 ACCOUNTING ESTIMATES AND 35 ผ߮Ѕ߮ʥРᒾ JUDGEMENTS (CONTINUED) ᙩ
(b) DEPRECIATION OF FIXED ASSETS (b) ՞ց༅ଐɾҗᓿ
Fixed assets are depreciated on a straight-line basis over their ՞ց༅ଐɾҗᓿ࣓ܰኣ༅ଐɾЅ߮˿Ԛ estimated useful lives, after taking into account the estimated ͂α౨cκЅ߮ძࠤΣτ܃˞ ᇃ့ؒ߮e̯එ྆ց౨ᄗቇ༅ଐɾЅق residual values, if any. The Group reviews the estimated useful lives and the estimated residual values, if any, of the assets ߮˿Ԛ͂α౨ʥЅ߮ძࠤΣτc regularly in order to determine the amount of depreciation ˞ᔤցΕͨЄంй౨ංᎶত፣ɾҗᓿ expense to be recorded during any reporting period. The ͂ᅕᔾe˿Ԛ͂α౨ʥძࠤȽ࣓ useful lives and residual values are based on the Group’s ኣ̯එ྆˞֡ΕᗘЍ༅ଐɐɾϤА historical experience with similar assets and taking into ˮcԎϣᄬԷད౨ೕ́ɾҌɐɾᛰ ̰ڬaccount anticipated technological changes. The depreciation ʝe࠱ߗࡈԞЅ߮ೕ́ࠇɣᛰʝc expense for future periods is adjusted if there are significant Ԟ౨ංʑɾҗᓿ͂ੀሁኬe changes from previous estimates.
(c) AMORTISATION OF INTANGIBLE ASSETS (c) ಲѼ༅ଐɾᚫሻ
Intangible assets are amortised on a straight-line basis over ಲѼ༅ଐɾᚫሻ࣓ܰኣ༅ଐɾЅ߮˿Ԛ ᇃ့ؒ߮e̯එ྆ց౨ᄗቇق˞their estimated useful lives. The Group reviews the estimated ͂α౨ useful lives of the assets regularly in order to determine the ༅ଐɾЅ߮˿Ԛ͂α౨c˞ᔤցΕͨЄ amount of amortisation charge to be recorded during any ంй౨ංᎶত፣ɾᚫሻ͂ᅕᔾe˿ reporting period. The useful lives are based on the Group’s Ԛ͂α౨Ƚ࣓ኣ̯එ྆ΕᗘЍ༅ଐɐɾ experience with similar assets. The amortisation charge for ϤАˮe࠱ߗࡈԞЅ߮ೕ́ࠇɣᛰ Ԟ౨ංʑɾᚫሻ͂ੀሁ̰ڬfuture periods is adjusted if there are significant changes from ʝc previous estimates. ኬe
(d) IMPAIRMENT LOSS FOR DOUBTFUL DEBTS (d) вሏಕࠤᑋฌ
The Group maintains an allowance for doubtful debts for ̯එ྆ݯඦ৻ɁಲɈᑹಁϤଐ́Ѕ߮ᑋ ݚټвሏᅆௐe̯එ྆ྦྷ̰Ԟଊܛestimated losses resulting from the inability of the debtors to ฌၐ make required payments. The Group estimates the future cash ൴ɾЅ࣓߮ܰኣᎶνሏಁᔾɾሏᙍd ʥ˞֡࿁ሏʿࠍɾϤ͂ڌflows based on the ageing of the trade receivable balance, ඦ৻Ɂɾ ؗబʝcྡྷرdebtors’ credit-worthiness, and historical write-off experience. Аˮe࠱ߗඦ৻Ɂɾল৻ Ѕ߮eכIf the financial condition of the debtors were to deteriorate, ࿁ሏᔾ˿ॶঢ় actual write-offs would be higher than estimated.
(e) WRITE DOWN OF INVENTORIES (e) ࿁ಕΦஒ
The Group performs regular review of the carrying amounts ̯එ྆ϣΦஒሏᙍʗdད౨̰Ԟ३ of inventories with reference to aged inventories analysis, ͂൴ʥဳଉᄙɾРᒾcྦྷΦஒɾሏࠍࠤ expected future consumption and management judgement. ൬Ϸց౨ᄗቇe࠱ΦஒɾЅ߮˿ᛰଊ૱ එ྆ผ࣓ኣ̯ڬԯሏࠍࠤcכBased on this review, write down of inventories will be made ࠤൡϭГ when the estimated net realisable value of inventories decline ᄗቇɾϤ࿁ಕΦஒɾძࠤeಳϤc below the carrying amount. However, actual consumption may ྡྷ३͂൴˿ॶၤЅ߮τֺɺcϤϊ be different from estimation and profit or loss could be affected Ѕ߮ɾˮɃ˿ॶᄧᚊฌऩe by differences in this estimation. 181 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ഽᙩڃٲল৻ం (Expressed in Hong Kong dollars unless otherwise indicated) c˞ಋྫྷ့߮̔ע̊τ႓
࿀ϭɀכPOSSIBLE IMPACT OF 36 ɰཕЗЎֆ̰ 36 AMENDMENTS, NEW STANDARDS ཌྷཌྷȾαɍ˂ɍɊȹˀ AND INTERPRETATIONS ISSUED ˅α۹́ࢽɾ࠳߯dณ ʥᘷ˿ॶ࿚ιڬBUT NOT YET EFFECTIVE FOR THE ߯ๅ YEAR ENDED 31ST MARCH, 2009 ɾᄧᚊ
ೕɾˀcࠗಋผ߮˰ٲUp to the date of issue of these financial statements, the ࿀ϭ̯ল৻ం HKICPA has issued a number of amendments, new standards ʔผɰཕЗΛඖΕ࿀ϭɀཌྷཌྷȾαɍ˂ and interpretations which are not yet effective for the year ɍɊȹˀ˅α۹ֆ̰́ࢽc͛ಲΕ̯ল ʥᘷcڬઔ͂ɾ࠳߯dณ߯ๅٲended 31st March, 2009 and which have not been adopted ৻ం ഽ2ɻׄᚉɾొξઔढ़ࠗಋল৻ڃכin these financial statements, except for the early adoption of 8໔Ꮺ༜ʗ̔eڬHKFRS 8, Operating segments as disclosed in note 2. ంйๅ
ʥڬThe Group is in the process of making an assessment of what ̯එ྆ଊ̳ിЅϊ೩࠳߯dณ߯ๅ ౨ଐ́ɾᄧᚊeٱᎶ͂כthe impact of these amendments, new standards and new ณ߯ᘷད౨ ϤӰcઔढ़ɐ߸ஃցྦྷܢcลکϭ͌ق interpretations is expected to be in the period of initial ؗرapplication. So far it has concluded that the adoption of them ̯එֶ̯྆ʔ̇ɾᏪ༜พᐜʥল৻ is unlikely to result in a restatement of the Group’s or the ιࠇͶɾዀผɺɣe Company’s results of operations and financial position.
লכད౨ੀኒߎڬIn addition, the following development is expected to result in ϊ̔cɎͶณ߯ๅ ܢ˳ɻАˮ࠳߯ɾׄᚉԑඖcٲamended disclosures in the financial statements, including ৻ం ࠖωᎶ͂౨ංࠇͶˈ༖ᅕΥiכ restatement of comparative amounts in the first period of adoption:
ɎͶˀ౨ֶכ Effective for accounting period ɾ܃ն beginning on or after ɾผ߮౨ං́ࢽ
1໔ڬHKAS 1 (revised 2007), ࠗಋผ߮ๅ ɀཌྷཌྷȼα࠳߯כ Presentation of ɾеͶ ɀཌྷཌྷȾαȹ˂ȹˀٲfinancial statements 1st January, 2009 ল৻ం
182 Annual Report 2008/2009 αం
FIVE YEAR SUMMARY ʄαল৻࿂߬ (Expressed in Hong Kong dollars) ˞ಋྫྷ့߮
2009 2008 2007 2006 2005 ɀཌྷཌྷȾα ɀཌྷཌྷɄα ɀཌྷཌྷȼα ɀཌྷཌྷʒα ɀཌྷཌྷʄα $’000 $’000 $’000 $’000 $’000 ɝʏ ɝʏ ɝʏ ɝʏ ɝʏ
Results พᐜ
Turnover Ꮺพᔾ 2,783,195 2,416,384 2,109,136 1,961,983 1,848,750
Profit from operations ᏪึС 307,489 300,677 250,515 233,775 197,032 Finance costs ጪ༅ι̯ (6,602) (8,865) (8,068) (8,372) (9,042) Restructuring cost ࠇୂι̯ – –––(24,782) ټCompensation for ͚෮̔ɾላ traffic accident – –––765
С 300,887 291,812 242,447 225,403 163,973ึکProfit before taxation ೢ (Income tax ֺೢ (56,510) (55,831) (41,135) (40,378) (40,403
Profit for the year ̯α۹ึС 244,377 235,981 201,312 185,025 123,570
Attributable to: ᎶЌi τɁܛEquity shareholders of Ð̯ʔٖ̇ᚬ – the Company 217,419 211,208 173,901 172,076 120,982 Minority interests Ðʭᅕٖᚬऩ 26,958 24,773 27,411 12,949 2,588 –
Profit for the year ̯α۹ึС 244,377 235,981 201,312 185,025 123,570
Assets and liabilities ༅ଐʥ߲ඦ
Fixed assets ՞ց༅ଐ 798,144 773,943 764,572 716,632 770,691 Bank deposits ႺϷΦಁ – ––22,768 38,427 ݚ৽༅ଐ 56,698 7,576 22,941 18,341 3,212ڈOther non-current assets ԯˢ Net current assets ૱ݚ৽༅ଐ 591,592 706,965 669,486 640,508 511,707
Total assets less current ᐢ༅ଐಕݚ৽߲ඦ liabilities 1,446,434 1,488,484 1,456,999 1,398,249 1,324,037 (ݚ৽߲ඦ (49,437) (64,635) (111,511) (89,315) (28,656ڈ Non-current liabilities
NET ASSETS ૱༅ଐ 1,396,997 1,423,849 1,345,488 1,308,934 1,295,381
Capital and reserves ༅̯ʥௐ
Share capital ٖ̯ 253,805 252,894 251,759 250,822 248,482 Reserves ௐ 1,033,213 1,052,490 1,002,602 999,546 999,230
τɁܛTotal equity attributable to ̯ʔٖ̇ᚬ equity shareholders of ᎶЌᚬऩᐢᔾ the Company 1,287,018 1,305,384 1,254,361 1,250,368 1,247,712 Minority interests ʭᅕٖᚬऩ 109,979 118,465 91,127 58,566 47,669
TOTAL EQUITY ᚬऩᐢᔾ 1,396,997 1,423,849 1,345,488 1,308,934 1,295,381
СޔEarnings per share Ұٖ – Basic Ðਥ̯ 21.4 cents ˦ 20.9 cents ˦ 17.3 cents ˦ 17.2 cents ˦ 12.2 cents ˦ – Diluted Ðᚫᑁ 21.3 cents ˦ 20.8 cents ˦ 17.2 cents ˦ 17.1 cents ˦ 12.1 cents ˦ 183 Vitasoy International Holdings Ltd. ၐˢ̘ਝඑ྆τࠉʔ̇
FIVE YEAR SUMMARY (CONTINUED) ʄαল৻࿂߬ᙩ (Expressed in Hong Kong dollars) ˞ಋྫྷ့߮
ഽiڃNotes to the five year summary: ʄαল৻࿂߬
2໔˞ٖͫݯਥᓣڬIn order to comply with HKFRS 2, Share-based payment, the Group (1) ݯଲࠗಋল৻ంйๅ (1) adopted a new accounting policy for employee share options with effect ɾ˟ಁc̯එ྆Ϭɀཌྷཌྷʄα̒˂ȹˀնઔढ़ ೪e̯එ࣓྆ኣܧfrom 1st April, 2005. The Group took advantage of the transitional ȹඖτᗐࡗᑪٖᚬɾณผ߮ 2໔ֺ༗ɾ༦ಎૈʼcˇڬprovisions set out in HKFRS 2, under which the new recognition and ࠗಋল৻ంйๅ ೪iܧmeasurement policies have not been applied to the following grants of ྦྷ˞Ɏᑪٖᚬઔ͂ณᆢႏʥ߮൴ options:
ʀکɀཌྷཌྷɀαɊȹ˂ȼˀֶɾכa) all options granted to employees on or before 7th November, 2002; (a) ֺτ) and ࡗɾᑪٖᚬhʥ
ʀ܃ɀཌྷཌྷɀαɊȹ˂ȼˀɾכb) all options granted to employees after 7th November, 2002 but (b) ֺτ) ᓊᙔɾᑪکɀཌྷཌྷʄα̒˂ȹˀכwhich had vested before 1st April, 2005. ࡗЎɰ ᚬeٖ
ጪɮԮiᆢႏټ39໔ڬIn order to comply with HKAS 39, Financial instruments: Recognition and (2) ݯଲࠗಋผ߮ๅ (2) measurement, the Group changed its accounting policies relating to ʥ߮൴c̯එ྆Ϭɀཌྷཌྷʄα̒˂ȹˀնҡҝ ɾ༦ಎڬ೪e࣓ኣๅܧጪ༅ଐɾผ߮ټfinancial assets with effect from 1st April, 2005. In accordance with the ԯτᗐ transitional provisions of the standard, the changes in accounting policies ૈʼcผ߮ܧ೪ᛰ৽ܰ༦ྦྷɀཌྷཌྷʄα̒˂ȹ ሁኬeɀཌྷཌྷʄα̒ٱजึСАˮ౨ړwere adopted by way of an opening balance adjustment to retained profits ˀɾ ೪ͶܧɾکαͫɾᅕΥȽ࣓ኣᛰ৽کas at 1st April, 2005. Figures in years earlier than 1st April, 2005 are stated ˂ȹˀɾ in accordance with the policies before the change. ˮe
184 Design and Production: i.Link Group Limited www.ilinkfin.com Vitasoy International Holdings Limited No.1, Kin Wong Street, Tuen Mun New Territories, Hong Kong
維他奶國際集團有限公司 香港新界屯門建旺街一號
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