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Securities and Exchange Commission Form 20-F Mtr

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Securities and Exchange Commission Form 20-F Mtr As filed with the Securities and Exchange Commission on June 27, 2002 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 33-96234 MTR CORPORATION LIMITED (地 鐵 有 限 公 司) (Exact Name of Registrant as Specified in Its Charter) N/A Hong Kong (Translation of Registrant’s Name Into English) (Jurisdiction of Incorporation or Organization) MTR Tower Telford Plaza Kowloon Bay Hong Kong 852-2993-2111 (Address and Telephone Number of Principal Executive Offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: None (Tile of Class) Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: 7.25% Notes Due 2005 7.50% Notes Due February 4, 2009 7.50% Notes Due November 8, 2010 (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. N/A Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 TABLE OF CONTENTS MTR CORPORATION LIMITED Page NOTE REGARDING FORWARD-LOOKING STATEMENTS ................................ i SUPPLEMENTAL INFORMATION AND EXCHANGE RATES ............................... i INCORPORATION BY REFERENCE .................................................... i PART I Item 1. Identity of Directors, Senior Management and Advisers ............................... 1 Item 2. Offer Statistics and Expected Timetable ............................................ 1 Item 3. Key Information .............................................................. 1 Item 4. Information on the Company .................................................... 10 Item 5. Operating and Financial Review and Prospects ..................................... 39 Item 6. Directors, Senior Management and Employees ...................................... 51 Item 7. Major Shareholders and Related Party Transactions .................................. 61 Item 8. Financial Information ......................................................... 65 Item 9. The Offer and Listing ......................................................... 66 Item 10. Additional Information ........................................................ 67 Item 11. Quantitative and Qualitative Disclosure about Market Risk ............................ 74 Item 12. Description of Securities Other than Equity Securities. ............................... 81 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies. ................................... 81 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds. ............ 81 Item 15. [Reserved] .................................................................. 81 Item 16. [Reserved] .................................................................. 81 PART III Item 17. Financial Statements .......................................................... 82 Item 18. Financial Statements .......................................................... 82 Item 19. Exhibits .................................................................... 82 HONGKONG: 43860.20 NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Annual Report may be viewed as “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of MTR Corporation Limited (the “Company”) to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. With respect to the Company’s railway operations, such factors include, among others, the following: (i) general political, social and economic conditions in Hong Kong and elsewhere in Asia; (ii) accidents and natural disasters; (iii) the terms on which the Company finances its working capital and capital expenditure requirements; (iv) the implementation of new projects and the timely and effective development of the railway and any disruptions to that implementation and development; (v) changes in the fares for the Company’s services; (vi) competition from alternative modes of transportation, in particular franchised buses and public light buses; (vii) the Company’s relationship with the Government of the Hong Kong Special Administrative Region (the “Government”); (viii) the Government’s policies relating to transportation and land use planning in Hong Kong, which may change as a result of the Government’s population and employment growth projections (which themselves are subject to change); and (ix) other factors beyond the Company’s control. With respect to the Company’s property operations, such factors include, among others, the following: (i) general political, social and economic conditions in Hong Kong and elsewhere in Asia; (ii) the level of interest rates prevailing in Hong Kong; (iii) the Company’s ability to complete property developments on time and within budget; (iv) the terms on which the Company finances its working capital and capital expenditure requirements; (v) competition from other property developments; (vi) the Government policies relating to property ownership and development, which may change as a result of the Government’s population and employment growth projections (which themselves are subject to change), and (vii) other factors beyond the Company’s control. SUPPLEMENTAL INFORMATION AND EXCHANGE RATES The Company publishes its financial statements in Hong Kong Dollars. In this Annual Report, references to “US Dollars”, “US$” or “$” are to United States Dollars and references to “Hong Kong Dollars”, “HK Dollars” or “HK$” are to Hong Kong Dollars. Solely for the convenience of the reader, this Annual Report contains translations of certain Hong Kong Dollar amounts into US Dollar amounts at specified rates. These translations should not be construed as representations that the Hong Kong Dollar amounts actually represent such US Dollar amounts or could be converted into US Dollar amounts at the rates indicated or at all. The translations of Hong Kong Dollars into US Dollars have been made at the rate of HK$7.7980 to US$1.00, the noon buying rate in New York City for cable transfers in Hong Kong Dollars as certified for customs purposes by the Federal Reserve Bank of New York (the “Noon Buying Rate”) on December 31, 2001. INCORPORATION BY REFERENCE This Annual Report shall be deemed to be incorporated by reference into the prospectus included in the Registration Statement on Form F-3 (File No. 333-13904) of the Company and MTR Corporation (C.I.) Limited and to be a part thereof from the date on which this Annual Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished. HONGKONG: 43860.20 -i- PART I Item 1. Identity of Directors, Senior Management and Advisers. Not Applicable. Item 2. Offer Statistics and Expected Timetable. Not Applicable. Item 3. Key Information. The following table presents selected financial information of the Company as of and for each of the years in the five-year period ended December 31, 2001. The following selected financial information should be read in conjunction with Item 5, “Operating and Financial Review and Prospects” and the Company’s audited financial statements and the related notes for the three year period ended December 31, 2001 included in this Annual Report (the “Financial Statements”). HONGKONG: 43860.20 -1- Selected Financial Data(1)(2)(3) Year Ended December 31, 1997 1998(4) 1999(5) 2000(5) 2001(5) 2001 (in millions, except number of shares, ratios and per share data) Profit and Loss Account Data: Hong Kong GAAP: Revenue .............................. HK$6,574 HK$6,981 HK$7,252 HK$7,573 HK$7,592 US$974 Operating profit from railway and related operations before depreciation .......... 3,529 3,301 3,493 3,912 4,059 521 Profit on property developments ........... 276 1,419 2,030 3,376 3,248 417 Operating profit before depreciation ........ 3,805 4,720 5,523 7,288 7,307 937 Depreciation .......................... (927) (1,426) (2,039) (2,091) (2,178) (279) Operating profit before interest and finance charges ............................ 2,878 3,294 3,484 5,197 5,129 658 Interest and finance charges .............. (95) (475) (1,104) (1,142) (874) (112) Profit after interest and finance charges ..... 2,783 2,819 2,380 4,055 4,255 546 Profit for the year attributable to shareholders(6)
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