Annual Report 2011
Total Page：16
File Type：pdf, Size：1020Kb
D1304_E_SHI_Cover.pdf 1 14/04/2012 12:27 AM Corporate Information 2 CONTENTS Information for Shareholders 3 Chairman’s Statement 4 Group Business Structure 8 Business Review, Discussion and Analysis 10 Financial Review 25 Corporate Governance Report 33 Directors’ and Senior Management Profiles 50 Directors’ Report 57 Independent Auditor’s Report 65 Consolidated Income Statement 67 Consolidated Statement of Comprehensive Income 68 Consolidated Statement of Financial Position 69 Statement of Financial Position 71 Consolidated Statement of Changes in Equity 72 Consolidated Statement of Cash Flows 76 Notes to the Consolidated Financial Statements 79 Financial Summary 192 Particulars of Major Properties Held for Investment Purposes 193 Glossary of Terms 195 SHANGHAI INDUSTRIAL HOLDINGS LIMITED CORPORATE INFORMATION Directors Company Secretary Executive Directors Mr. Yee Foo Hei Mr. Teng Yi Long (Chairman) Mr. Cai Yu Tian Qualified Accountant (Vice Chairman & Chief Executive Officer) Mr. Lu Ming Fang Mr. Lee Kim Fung, Edward Mr. Zhou Jie (Executive Deputy CEO) Mr. Qian Shi Zheng (Deputy CEO) Authorized Representatives Mr. Zhou Jun (Deputy CEO) Mr. Qian Yi (Deputy CEO) Mr. Cai Yu Tian Independent Non-Executive Directors Mr. Yee Foo Hei Dr. Lo Ka Shui Prof. Woo Chia-Wei Registered Office Mr. Leung Pak To, Francis 26th Floor, Harcourt House Board Committees 39 Gloucester Road Wanchai, Hong Kong Executive Committee Mr. Teng Yi Long (Committee Chairman) Company Stock Code Mr. Cai Yu Tian Mr. Lu Ming Fang Stock Exchange : 363 Mr. Zhou Jie Bloomberg : 363 HK Mr. Qian Shi Zheng Reuters : 0363.HK Mr. Zhou Jun ADR : SGHIY Audit Committee Company Website Dr. Lo Ka Shui (Committee Chairman) Prof. Woo Chia-Wei www.sihl.com.hk Mr. Leung Pak To, Francis Auditor Remuneration Committee Dr. Lo Ka Shui (Committee Chairman) Deloitte Touche Tohmatsu Prof. Woo Chia-Wei Mr. Leung Pak To, Francis ADR Depository Bank Mr. Zhang Zhen Bei Mr. Guo Fa Yong The Bank of New York Mellon Nomination Committee BNY Mellon Shareowner Services P.O. Box 358516, Dr. Lo Ka Shui (Committee Chairman) Pittsburgh, PA 15252-8516, USA Prof. Woo Chia-Wei Telephone : (1) 201 680 6825 Mr. Leung Pak To, Francis Toll free (USA) : (1) 888 BNY ADRS Mr. Zhang Zhen Bei Website : www.bnymellon.com/shareowner Mr. Guo Fa Yong Email : [email protected] 2 ANNUAL REPORT 2011 INFORMATION FOR SHAREHOLDERS Shareholder Enquiries Dividend Company Contact Details Proposed 2011 final dividend of HK58 cents per share Address : 26th Floor, Harcourt House (2010: HK58 cents) will be paid to shareholders on or 39 Gloucester Road about Tuesday, 12 June 2012 subject to shareholders’ approval. Wanchai, Hong Kong Telephone : (852) 2529 5652 Subject to approval by shareholders of the final dividend Facsimile : (852) 2529 5067 and together with the 2011 interim dividend of HK50 Email : [email protected] cents (2010: HK50 cents) per share paid during the year, total dividends for the year amounts to HK108 cents Company Secretarial (2010: HK108 cents) per share. Telephone : (852) 2876 2317 Facsimile : (852) 2863 0408 Closure of Register of Members Investor Relations For the purpose of determining shareholders’ eligibility to attend and vote at the annual general meeting, the Telephone : (852) 2821 3936 register of members of the Company will be closed from Facsimile : (852) 2866 2989 Wednesday, 23 May 2012 to Friday, 25 May 2012, both days inclusive, during which period no transfer of shares Share Registrar will be effected. As such, all transfers accompanied by Tricor Secretaries Limited the relevant share certificates must be lodged with the Address : 26th Floor, Tesbury Centre Company’s share registrar by 4:30 p.m. on Tuesday, 22 28 Queen’s Road East May 2012. Hong Kong Telephone : (852) 2980 1333 For the purpose of determining shareholders’ entitlement to the final dividend, the register of members of the Facsimile : (852) 2861 1465 Company will be closed from Thursday, 31 May 2012 to Friday, 1 June 2012, both days inclusive, during which Our Website period no transfer of shares will be effected. As such, all Press releases and other information of the Group can transfers accompanied by the relevant share certificates be found at our website: www.sihl.com.hk must be lodged with the Company’s share registrar by 4:30 p.m. on Wednesday, 30 May 2012. Financial Calendar 2011 interim results announced 30 August 2011 2011 final results announced 30 March 2012 Despatch of 2011 annual report on or about 20 April 2012 2012 Annual General Meeting 25 May 2012 Ex-dividend date for 2011 final dividend 29 May 2012 Record date for 2011 final dividend 1 June 2012 Despatch of notice of 2011 final dividend on or about 12 June 2012 3 SHANGHAI INDUSTRIAL HOLDINGS LIMITED CHAIRMAN’S STATEMENT Remarkable efficiency from core businesses brings brilliant profit contribution to the Group I am pleased to report to our shareholders our results for 2011. During the year, the Group continued to focus on its core businesses against difficult market conditions and stringent government policies locally and abroad. By making further efforts to strengthen business management, improve operational efficiency and consolidate internal control, the Group achieved continued growth for its different business segments, including infrastructure facilities, real estate and consumer products. The Group has also laid a solid foundation for its long-term development through actively promoting the integration and upgrading of its businesses and assets, and creating a favorable investment and financing platform for its real estate and water assets. Teng Yi Long Chairman ANNUAL REPORT 2011 CHAIRMAN’S STATEMENT For the year ended 31 December 2011, the Group realized profits attributable to shareholders of HK$4,088 million, representing an increase of 37.3% over last year, after excluding disposal gain and profit contributions from the disposal of the medicine business during 2010. Total revenue for the year was HK$14,969 million, representing an increase of 3.7%. The Board of Directors has recommended a final dividend of HK58 cents per share for 2011. Together with the interim dividend of HK50 cents per share paid during the year, total dividends for the year amounted to HK108 cents per share. The Group’s three core businesses continued to maintain their momentum with steady growth achieved during the year. Among those, the toll roads segment generated a strong cash flow and the water services business achieved rapid growth. Infrastructure facilities recorded earnings of HK$939 million, representing an increase of 14.3% over last year. Benefitting from the disposal of its equity interests in lot F of the Qingpu land in Shanghai and the Four Seasons Hotel Shanghai, the real estate business recorded a significant increase in earnings for the year of 31.5%. SI Urban Development has made considerable efforts to improve its debt-equity ratio and strengthen its internal management and operational capabilities following the acquisition of its interest by the Group in mid 2010. Apart from this, the company’s loss for the year declined significantly following the injection into it of a 59% equity interest in Shanghai Urban Development. The consumer products business continued to grow steadily of which Nanyang Tobacco recorded a net profit of HK$610 million, an increase of 15.0%; Wing Fat Printing recorded a disposal gain of HK$162 million through the disposal of a 78.13% equity interest in Hebei Yongxin Paper in May 2011 and reported a net profit for the year of HK$320 million, representing a significant increase of 106%. Continued growth achieved for toll roads and rapid expansion recorded for water assets During the year, the Group’s three quality highway assets continued to deliver steady cash flows and maintain continued growth. Increases were recorded in both toll revenue and traffic flow, driven by an increase in the total number of private cars and the number of shopping venues and tourist attractions nearby. Meanwhile, the operation and management of the respective highways were improved and better road maintenance and monitoring were introduced to ensure smooth traffic flow and enhance operational efficiency. Capitalizing on such opportunities, the Group will continue to expand the scale of its investments in the toll roads business in order to strengthen the profitability of its core businesses. 5 SHANGHAI INDUSTRIAL HOLDINGS LIMITED CHAIRMAN’S STATEMENT The scale of the Group’s water assets has also expanded rapidly. During the year, the entire equity interests in United Environment were injected into Asia Water by the Group pursuant to a strategic cooperation framework agreement entered into with China Energy. Under the agreement, Asia Water will become an investment and financing platform for the Group’s water services segment. Through capital operation and acceleration of integration, the Group will further expand the assets of its water business and enhance its overall management capability and market competitiveness. The overall strength in production and operation of the Group’s water business continued to improve with a total daily operating capacity of up to 7,189,000 tonnes as at the end of 2011. Greater efforts to integrate real estate business bring significant growth to operating results By selling a 90% equity interest in lots F and G of the Qingpu land in Shanghai and 77% equity interest in the Four Seasons Hotel Shanghai, the Group successfully brought in the Chow Tai Fook Group as a strategic partner. The transaction effectively revitalized its capital funds and increased project brand presence, in addition to generating considerable profits for the Group. Furthermore, the Group completed the acquisition from its parent company of a 63.65% equity interest in SI Development, and successfully injected a 59% equity interest in Shanghai Urban Development into SI Urban Development for a total consideration of HK$6,110 million, resulting in an increase in the Group’s shareholding in SI Urban Development to approximately 70%.