THE WHARF ( HOLDINGS ) LIMITED www.wharfholdings.com ANNUAL REPORT 2013 REPORT ANNUAL The Wharf (Holdings) Limited ANNUAL REPORT 2013 Stock Code: 4 With the opening of Chengdu IFS, Wharf has built another Harbour City in Chengdu. Strategically located at the intersection of three major commercial roads – Hongxing Road, Dacisi Road and Jiangnanguan Street, the 210,000-square-metre retail landmark also marked the maiden anchor of 100 world’s most coveted brands. Corporate Profile Backed by a long standing mission of ”Building for Tomorrow” and a distinguished track record, the Group has produced consistent and quality growth over the years. Wharf is among the top local blue chip stocks that are most actively traded, signalling high liquidity and attractiveness for investors. In addition, through years of value creation and new investment, the Group’s investment properties (“IP”) portfolio, with a book value of HK$261 billion as at the end of 2013, has grown to rank among the top five publicly-held portfolios in the world. It represented 70% of the Group’s total operating profit. With prime real estate as the Group’s primary strategic focus, site acquisition, financing, development planning, design, construction and marketing are its core competencies. Mall development and retail management remain its strategic differentiation. With its leadership in retail management, the Group continued to maintain its pole position in the Hong Kong retail market. Harbour City and Times Square, the Group’s landmark properties, had a combined value of HK$192 billion at the end of 2013, up from HK$177 billion in 2012, and represented 49% of the Group’s business assets. Total retail sales at Harbour City, Times Square and Plaza Hollywood surged to a record of HK$45.8 billion in 2013, consolidating an unmatched 9% share of total Hong Kong retail sales. Wharf’s mission of Building for Tomorrow underlines the Group’s asset expansion programme in recent years. The new base includes a land bank of 11.7 million square metres across 15 cities, a fast emerging hotel business and valuable port assets in China. Total contribution from China businesses represented 33% of the Group’s core profit. The Group’s IP in China reported solid performance with total rental revenue increasing by 25% to HK$1.3 billion. A portfolio of five International Finance Squares (“IFS”) under development will multiply the Group’s commercial properties and retail area in Hong Kong and China as well as significantly strengthen Wharf’s recurrent income base in China upon completion in 2014–2017. The IFS retail malls in Chengdu and Changsha, with an aggregate retail area of 440,000 square metres, will be equivalent to the creation of more than two Harbour City malls. Chengdu IFS’ shopping complex, a new landmark in this Capital of China West, officially opened in mid-January 2014. That in Changsha IFS is scheduled for completion in 2016. Three other IFS projects are also being built in Chongqing, Wuxi and Suzhou. Sales from China Development Property continued to gain momentum in 2013 to underline the Group’s proven execution capabilities. It is one of the key profit contributors of the Group with attributable property sales (excluding Greentown China Holdings Limited) in 2013 totalling RMB20.9 billion. The Group’s Marco Polo Hotels operates 13 owned or managed hotels in Asia Pacific, principally in China. A solid portfolio of the Group’s 10 owned hotels (including six new hotels at an investment of more than HK$10 billion) serves as a core platform of an expanding hotel network in five years’ time. Also contributing to Wharf’s presence in the Mainland are key port assets along the China coast, the most dynamic coastline in the world for cargo movement in the coming decades. “Building for Tomorrow” also extends to Wharf’s corporate social responsibility. In addition to its flagship school improvement programme “Project WeCan”, the Group has supported a series of worthy “Business in Community” initiatives, in which staff volunteering plays a pivotal role. Much effort has been put into promoting professionals, retirees and citizens in community to play a part. In 2012, Wharf was awarded “Caring Company” logo by The Hong Kong Council of Social Service and was named a constituent member of the Hang Seng Sustainability Benchmark Index for the third consecutive year in recognition of the Group’s sound performance in CSR. In recognition of our excellent management and solid financial track record, the Group garnered numerous awards in 2013. In particular, Wharf was ranked the sixth in the “FAB 50” by Forbes Asia, won “Best Managed Company-Conglomerates” in the Asia Best managed Companies 2014 by Euromoney and some more. Corporate Information Board of Directors Hon Peter K C Woo, GBM, GBS, JP, Chairman Mr Stephen T H Ng, Deputy Chairman & Managing Director Mr Andrew O K Chow, Vice Chairman Ms Doreen Y F Lee, Executive Director Mr T Y Ng, Executive Director Mr Paul Y C Tsui, Executive Director & Group Chief Financial Officer Ms Y T Leng Independent Non-executive Directors Mr Alexander S K Au, OBE* Professor Edward K Y Chen, GBS, CBE, JP Dr Raymond K F Ch’ien, GBS, CBE, JP Hon Vincent K Fang, SBS, JP* Mr Hans Michael Jebsen, BBS* Mr Wyman Li Mr James E Thompson, GBS* Mr David M Turnbull *Members of the Audit Committee Company Secretary Mr Kevin C Y Hui, FCCA, HKICPA Auditors KPMG, Certified Public Accountants Principal Banker The Hongkong and Shanghai Banking Corporation Limited Registrars Tricor Tengis Limited Level 22, Hopewell Centre 183 Queen’s Road East Hong Kong Registered Office 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong Telephone: (852) 2118 8118 Fax: (852) 2118 8018 Website: www.wharfholdings.com 1 Corporate Profile 2 Corporate Information Contents 4 Achievement Highlights 9 Group Business Structure 10 Chairman’s Statement 14 Financial Highlights 16 Managing Director’s Report 18Harbour City 26Times Square 34Plaza Hollywood 36China Properties 56The Peak Portfolio & Other Hong Kong Properties 60Hotels Development & Management 66Modern Terminals 70 Communications, Media & Entertainment and Other Investments 72 Corporate Social Responsibility 80 Financial Review 86 Corporate Governance Report 104 Report of the Directors 117 Independent Auditor’s Report 118 Consolidated Income Statement 119 Consolidated Statement of Comprehensive Income 120 Consolidated Statement of Financial Position 121 Company Statement of Financial Position 122 Consolidated Statement of Changes in Equity 123 Consolidated Statement of Cash Flows 125 Notes to the Financial Statements 167 Principal Accounting Policies 180 Principal Subsidiaries, Associates and Joint Ventures 184 Schedule of Principal Properties 194 Ten-year Financial Summary 4 Annual Report 2013 / The Wharf (Holdings) Limited Achievement Highlights 2013 was a fruitful year for the Group with encouraging recognitions from the market Wharf - Ranked sixth in the “FAB 50”, the 2013 listing of fabulous Asian companies by Forbes Asia - “Best Managed Company – Conglomerates” in Asia Best Managed Companies 2014 by Euromoney, ranked sixth for the Group’s overall performance out of the 180 nominated Asian companies and fifth in “Most Transparent Accounts”, “Best Shareholder Value” and “Most Improved” - The “Best Investor Relations Company” in the Conglomerate Sector in Asia for the second year in a row by Institutional Investor Harbour City - Asia Pacific Shopping Center Awards by ICSC - “Public Relations & Events” Gold Award - “Social Media” Gold Award - HKMA/TVB Awards for Marketing Excellence 2013 - “Campaign Awards” Silver Award TimesSquare - Top 10 Favourite Shopping Malls and My Favourite Shopping Mall Activity by Hong Kong Economic Times - The Most Popular Brands in Hong Kong and the Mainland by China Media Network Annual Report 2013 / The Wharf (Holdings) Limited 5 PlazaHollywood - “Best Strategy for Families” in Experiential Marketing Excellence Awards 2013 by Metro Finance Radio Station (1) - Silver Award of “Excellence in Public Relations” 2 in Marketing Magazine’s Marketing Excellence Awards 2013 (2) 1 Marco PoloHotels - Marco Polo Hongkong, Gateway Hotel, Prince Hotel and The Marco Polo Xiamen received Certificate of Excellence 2013 by TripAdvisor - The Marco Polo Xiamen was named “The Best Business Hotel in Xiamen” by Business Traveller China Magazine CABLE TV 2 - Television News Merit Award of 2013 by The 6th Chinese University Journalism Award (1) - Certificate of Merit under “Public Affairs / Video News Release” in 2013 Chicago International Film Festival Television Awards (2) 1 WHARF T&T - “Technology Company of the Year 2013” of Computerworld Hong Kong Awards - “The Best Fibre Business Broadband Service Provider” in the 13th Capital Outstanding Enterprise Awards 6 Annual Report 2013 / The Wharf (Holdings) Limited Achievement Highlights Wheelock Square - 2013 China’s Commercial Real Estate Honour Roll – Most Valued Branding Award (Office Building) by China Business News - 2013 China’s Best International Brand-Building Case Award by 21 Century Business Herald ChengduIFS - “The Shopping Mall Potential Star in 2013” by the Association of Mall China in Beijing (1) - “2013 The Most Demonstrative Commercial 1 Complex in Western China” by Sichuan Chain Business Association, Chengdu Economic Daily, Western Economic Daily and Sina house.com (2) 2 ChinaDevelopment Properties - Shanghai Songjiang Xianhe Road Project won 2013 E-commerce Top-sales Property in Shanghai by Sina house.com (1) - 2013 Top 10 Real-estate Enterprise in Philanthropy in Chengdu organized by West 1 China Media Group, and the project Sorrento (also known as The Orion) became one of the Most Deluxe Residence (2) 3 - Palazzo Pitti in Hangzhou became one of the Top 10 Best Quality Properties by QQ.com (3) - Wharf named 2013 Brand Real-estate Company in Suzhou by Soufun.com 2 - Unique Garden in Beijing named Chinese Model Residential Property by Beijing Weibo (4) 4 Annual Report 2013 / The Wharf (Holdings) Limited 7 The Group and our business units were recognised with a host of awards for our good corporate citizenship during the year.