ANNUAL Report 2017 Overseas Chinese Town
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Overseas Chinese Town (Asia) Holdings Limited (Incorporated in the Cayman Islands with limited liability) Stock Code: 03366 ANNUAL REPORT 2017 CONTENTS Corporate Information 2 Financial Highlights 3 Chairman’s Statement 4 Management Discussion and Analysis 14 Directors and Senior Management 19 Corporate Governance Report 24 Environmental, Social and Governance Report 41 Directors’ Report 60 Independent Auditor’s Report 77 Consolidated Statement of Profit or Loss 83 Consolidated Statement of Profit or Loss and Other Comprehensive Income 84 Consolidated Statement of Financial Position 85 Consolidated Statement of Changes in Equity 87 Consolidated Cash Flow Statement 88 Notes to the Consolidated Financial Statements 89 Five-Year Financial Summary 179 2 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Annual Report 2017 Corporate Information BOARD OF DIRECTORS AUDITOR Executive Directors KPMG, Certified Public Accountants Mr. He Haibin (Chairman) 8/F Prince’s Building, Central, Hong Kong Ms. Xie Mei (Chief Executive Officer) Mr. Lin Kaihua HONG KONG LEGAL ADVISOR Non-executive Directors Loong & Yeung Mr. Zhang Jing Room 1603, 16/F, China Building 29 Queen’s Road Central, Central, Hong Kong Independent Non-executive Directors Mr. Lu Gong PRINCIPAL BANKERS Ms. Wong Wai Ling China Construction Bank (Asia) Corporation Limited Professor Lam Sing Kwong Simon DBS Bank (Hong Kong) Limited Hang Seng Bank Limited AUDIT COMMITTEE Nanyang Commercial Bank Ms. Wong Wai Ling (Chairman) OCBC Wing Hang Bank Limited Professor Lam Sing Kwong Simon Industrial Bank Co., Ltd. Hong Kong Branch Mr. Zhang Jing REMUNERATION COMMITTEE PRINCIPAL SHARE REGISTRAR Ms. Wong Wai Ling (Chairman) AND TRANSFER OFFICE Professor Lam Sing Kwong Simon Estera Trust (Cayman) Limited Mr. Zhang Jing PO Box 1350 Clifton House NOMINATION COMMITTEE 75 Fort Street Mr. He Haibin (Chairman) Grand Cayman, Cayman Islands Ms. Wong Wai Ling Professor Lam Sing Kwong Simon HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE QUALIFIED ACCOUNTANT Computershare Hong Kong Investor Services Limited AND COMPANY SECRETARY Shops 1712-16, 17/F Hopewell Centre Mr. Fong Fuk Wai (FCPA, FCCA, ACA) 183 Queen’s Road East, Hong Kong HEAD OFFICE AND PRINCIPAL STOCK INFORMATION PLACE OF BUSINESS Listing Date: 2 November 2005 Suites 3203-3204, Tower 6, Stock Code: 03366 The Gateway, Harbour City, Stock Short Name: OCT (ASIA) Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong COMPANY WEBSITE http://www.oct-asia.com REGISTERED OFFICE Clifton House AUTHORISED REPRESENTATIVES PO Box 1350 Ms. Xie Mei 75 Fort Street Mr. Fong Fuk Wai Grand Cayman Cayman Islands OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Annual Report 2017 3 Financial Highlights Summary of Consolidated Statement of Profit or Loss For the year ended 31 December 2017 2017 2016 Changes RMB’000 RMB’000 (approximately) Revenue 4,904,794 5,358,174 (8.5)% Gross profit 1,667,964 1,646,129 1.3% Profit from operations 2,185,262 1,061,917 105.8% Profit before tax 2,090,040 1,282,610 63.0% Profit attributable to equity holders of the Company 1,106,804 385,511 187.1% Dividend payable to owners of the Company during the year Proposed final dividend after the end of the reporting period 277,982 110,740 151.0% Basic earnings per share (RMB) 1.59 0.57 178.9% Summary of Consolidated Statement of Financial Position As at 31 December 2017 2017 2016 Changes RMB’000 RMB’000 (approximately) Cash and cash equivalents 6,927,464 2,077,758 233.4% Total assets 23,745,516 20,538,331 15.6% Total assets less current liabilities 14,529,016 12,075,489 20.3% Equity attributable to equity holders of the Company 9,672,327 3,026,948 219.5% Chairman’s STATEMENT I am pleased, on behalf of Overseas Chinese Town (Asia) Holdings Limited (the “Company”) and its subsidiaries (the “Group”), to present to all shareholders the operating results and annual report of the Group for the year ended 31 December 2017 (the “Period under Review”), and would like to express my sincere gratitude to all shareholders and all the staff. BUSINESS REVIEW In 2017, the global economy continued to witness stable recovery with emerging economies generally trended upwards. The PRC government has been focusing on the structural reform of supply side as the main line to facilitate structural enhancement. The national economy has been in a stable and positive development trend, and the overall situation performed better than expected, although we are still facing numerous challenges in improving our quality and efficiency and carrying out our responsibilities in the long run. Despite such complex domestic and international economic conditions, the Group accelerated its pace of innovative development to optimise its industrial structure and push forward strategic transformation and upgrade through a gradual divestiture of its paper packaging business. The Group achieved successful operating results leveraging on its extensive experience and high quality products. During the Period under Review, the Group recorded a revenue of approximately RMB4.90 billion, representing a year-on- year decrease of approximately 8.5%. Profit attributable to equity holders of the Company amounted to approximately RMB1.11 billion, representing a significant year-on-year increase of approximately 187.1%. The basic earnings per share was approximately RMB1.59, representing a significant year-on-year increase of approximately 178.9%. The Board of the Company recommends the declaration of a final dividend of HK48.00 cents per ordinary share for the year ended 31 December 2017, representing a significant increase of 200.0% compared with the final dividend of 2016. Adjusting structure, strengthening main business to achieve stable growth Comprehensive Development Business In 2017, the policies for the real estate market in the PRC placed emphasis on directing the major function of housing properties back to providing dwellings, and shifting from adjusting demand to increasing supply which led to improvement in supply side structure. Meanwhile, the closer connection between short-term regulatory policies and long-term mechanisms helped to enhance the multifaceted housing supply function and promote the sound establishment of long-term mechanisms while controlling housing price. The real estate market in the PRC remained divergent in development across the country due to the basic approach of “specific policies for different cities”. The Group’s comprehensive development business continued to remain stable as it benefited from its brand advantages and faster pace of destocking. 6 OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED Annual Report 2017 Chairman’s Statement During the Period under Review, the comprehensive During the Period under Review, the Shanghai Suhewan development business of the Group recorded a revenue Project was mainly engaged in the sales of waterfront of approximately RMB4.11 billion, representing a year- multi-storey residential properties which are scarce in on-year decrease of approximately 10.6%. Profit the market, luxury high-rise residential tower, low-density attributable to equity holders of the Company amounted residential properties and some boutique business to approximately RMB1.11 billion, representing a premises, which continue to draw much interest from the significant year-on-year increase of approximately market. Among which, sales of products that are over 178.1%. RMB100 million ranked top in the Shanghai high-end market, being the absolute benchmark among luxury Shanghai Suhewan Project (owned as to 50.5% by residential properties in Shanghai. During the Period the Company) under Review, the contracted sales area and amount of the Shanghai Suhewan Project were approximately The Shanghai Suhewan Project, which is developed 10,500 sq.m. and approximately RMB2.00 billion by Overseas Chinese Town (Shanghai) Land Company respectively, and the settled area and amount were Limited (“OCT Shanghai Land”), is favorably situated approximately 19,460 sq.m. and approximately at the junction of Suzhou River and Huangpu River RMB2.65 billion respectively. banks, adjoining the Bund and facing Lujiazui across the river and within the core district of the Inner Ring, During the Period under Review, the Shanghai Shanghai and possesses highly sought-after landscape Suhewan Waterfront Independent Mansions and Bulgari resources. The project comprises three parcels of land, Residence won “International Property Awards 2017- namely 1 Jiefang, 41 Jiefang and 42 Jiefang with a total 2018 – China Best Architecture Single Residence” and “International Property Awards 2017-2018 – Asia Pacific Best Apartment Building”, respectively. The Shanghai Suhewan Project received numerous awards, which was a high recognition for the overall project planning and product design, as well as a general acknowledgement to the development capability and product development of our OCT brand. Chengdu OCT Project (owned as to 51% by the Company) The Chengdu OCT Project, which is developed by site area of approximately 71,000 sq.m., a gross floor Chengdu Tianfu OCT Industry Development Company area (above ground) of approximately 280,000 sq.m. Limited (“Chengdu OCT”), is a large comprehensive and a total gross floor area of approximately 430,000 development project located at both sides of Shaxi Line sq.m.. The Shanghai Suhewan Project is an integration of Outer Sanhuan Road, Jinniu District, Chengdu City, of humanities and arts, fashion business, high-end Sichuan Province. The project comprises a premium residential area and urban entertainment. Products