(Incorporated in Bermuda with limited liability) (Stock Code: 127)

Transcription

1 (Incorporated in Bermuda with limited liability) (Stock Code: 127) Interim Report For The Six Months Ended 30th June, 2009

2 CORPORATE INFORMATION Directors Executive Director: Joseph Lau, Luen-hung (Chairman and Chief Executive Officer) Non-executive Directors: Lau, Ming-wai Amy Lau, Yuk-wai Independent Non-executive Directors: Chan, Kwok-wai Phillis Loh, Lai-ping Ma, Tsz-chun Audit Committee Chan, Kwok-wai (Chairman) Phillis Loh, Lai-ping Ma, Tsz-chun Remuneration Committee Chan, Kwok-wai (Chairman) Phillis Loh, Lai-ping Ma, Tsz-chun Company Secretary Lam, Kwong-wai Solicitors Sidley Austin Sit, Fung, Kwong & Shum Auditors HLB Hodgson Impey Cheng Principal Bankers (Listed in alphabetical order) Bank of China (Hong Kong) Limited Bank of China Limited Macau Branch Bank of Communications Co., Ltd. Cathay United Bank Company, Limited China Everbright Bank Co., Ltd Chong Hing Bank Limited Citibank, N.A. Dah Sing Bank, Limited DBS Bank (Hong Kong) Limited Hang Seng Bank, Limited Hua Nan Commercial Bank, Ltd. Industrial and Commercial Bank of China (Asia) Limited Malayan Banking Berhad Nanyang Commercial Bank, Limited Public Bank (Hong Kong) Limited Standard Chartered Bank (Hong Kong) Limited Tai Fung Bank Limited The Bank of East Asia, Limited The Bank of Tokyo-Mitsubishi UFJ, Ltd. Wing Lung Bank, Limited Registered Office Canon s Court, 22 Victoria Street Hamilton HM 12, Bermuda Principal Office in Hong Kong 26th Floor, MassMutual Tower 38 Gloucester Road Wanchai, Hong Kong Principal Registrar and Transfer Office Butterfield Fulcrum Group (Bermuda) Limited Rosebank Centre, 11 Bermudiana Road Pembroke HM 08, Bermuda Branch Registrar and Transfer Office in Hong Kong Computershare Hong Kong Investor Services Limited Shops th Floor, Hopewell Centre 183 Queen s Road East Wanchai, Hong Kong Offices in the People s Republic of China Beijing Office: Room 202, Oriental Place No. 9 East Dongfang Road North Dongsanhuan Road Chaoyang District, Beijing, PRC Post Code: Tel: (8610) Fax: (8610) Chengdu Office: Room 2608, 26th Floor, CCB Sichuan Building No. 88 Tidu Street, Qingyang District Chengdu, Sichuan Province, PRC Post Code: Tel: (8628) Fax: (8628) Shanghai Office: Room B103, Evergo Tower 1325 Central Huaihai Road Xuhui District, Shanghai, PRC Post Code: Tel: (8621) Fax: (8621) Shenzhen Office: 1-3 South Wing, 6th Floor Lowu Commercial Plaza Jianshe Road, Luohu District Shenzhen, Guangdong Province, PRC Post Code: Tel: (86755) Fax: (86755) Website Stock Code 127 Board Lot 500 shares Investor Relations For enquiries relating to investor relations, please contact: Investor Relations Manager Tel: (852) Fax: (852) (852) investor.relations@chineseestates.com

3 CONTENTS Page Results Condensed Consolidated Statement of Comprehensive Income 1 Condensed Consolidated Statement of Financial Position 2 Condensed Consolidated Statement of Changes in Equity 4 Condensed Consolidated Statement of Cash Flows 7 Notes to the Condensed Consolidated Financial Statements 8 Interim Dividend and Share Repurchase 24 Closure of Register of Members 24 Special Dividend 25 Financial Operation Review 25 Business Review 32 Post Balance Sheet Event 35 Prospects 35 Directors and Chief Executives Interests in the Securities of the Company and Associated Corporations 36 Substantial Shareholders Interests in the Securities of the Company 38 Share Award Scheme 38 Audit Committee Review 39 Corporate Governance 39 Securities Transactions 39 Purchase, Sale or Redemption of the Company s Listed Securities 40 Disclosure of Change in Directors Information under Rule 13.51B(1) of the Listing Rules 40 Appreciation 40

4 RESULTS The board of directors (the Board ) of Chinese Estates Holdings Limited (the Company ) would like to announce the unaudited condensed consolidated interim results of the Company and its subsidiaries (together, the Group ) for the six months ended 30th June, 2009 (the Period ) together with the comparative figures for 2008: CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the six months ended 30th June, 2009 Six months ended 30th June, Notes (Unaudited) (Unaudited) Continuing operations Revenue 3 1,365, ,552 Cost of sales (555,621) (206,959) Gross profit 810, ,593 Other income 5 23,048 19,339 Investment income, net 6 44,603 1,629,553 Administrative expenses (97,855) (115,843) Other expenses 7 (1,780) (1,430) Gain (loss) on disposals of property and other fixed assets 95 (26) Loss on disposals of investment properties (2,641) Fair value changes on investment properties 2,902,465 1,539,731 Finance costs 9 (47,139) (163,204) Other gains and losses, net 10 35,125 (174) Share of results of associates 40,138 68,167 Profit before tax 3,709,049 3,493,065 Income tax (expense) credit 11 (497,000) 45,568 Profit for the period from continuing operations 3,212,049 3,538,633 Discontinued operation Loss for the period from discontinued operation 12 (1,899) Profit for the period 8 3,212,049 3,536,734 Other comprehensive income Fair value changes on available-for-sale financial assets 12,151 (4,019,966) Exchange differences arising on translation of foreign operations (1,515) 240,161 Share of other comprehensive income of associates 23 13,940 Other comprehensive income for the period (net of tax) 10,659 (3,765,865) Total comprehensive income for the period 3,222,708 (229,131) Profit for the period attributable to: Equity holders of the parent 3,203,323 3,522,830 Non-controlling interests 8,726 13,904 3,212,049 3,536,734 Total comprehensive income attributable to: Equity holders of the parent 3,203,595 (246,453) Non-controlling interests 19,113 17,322 3,222,708 (229,131) Dividends 13 2,006, ,159 Earnings per share (HK$) 14 Basic and diluted

5 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION At 30th June, th June, 31st December, Notes (Unaudited) (Audited) Non-current assets Investment properties 15 34,824,599 30,302,580 Property and other fixed assets 97, ,739 Properties under development 86,496 Prepaid lease payments 328,577 1,536,953 Property interests held for future development Intangible assets 8,580 10,010 Goodwill 6,941 8,310 Interests in associates , ,727 Advances to associates 17 1,819,530 1,784,457 Interests in jointly controlled entities Available-for-sale investments , ,127 Bonds 1,499,041 Advances to investee companies 339, ,501 Loans receivable, due after one year ,129 Deferred tax assets 96,917 96,690 Advance to a minority shareholder 14,744 14,580 Pledged deposits 171,134 99,599 40,741,705 35,774,898 Current assets Stock of properties 4,710,181 4,945,495 Investments held-for-trading 548,166 Credit-linked notes 351,998 Loans receivable, due within one year 59, Inventories for cosmetic products 3,242 3,426 Debtors, deposits and prepayments , ,439 Securities trading receivables and deposits 329,589 69,118 Tax recoverable Pledged deposits 440, ,483 Time deposits, bank balances and cash 6,023,297 10,418,877 Sales proceeds held by stakeholders 107,305 63,272 13,190,411 16,102,641 TOTAL ASSETS 53,932,116 51,877,539 2

6 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued) At 30th June, th June, 31st December, Notes (Unaudited) (Audited) Equity Equity attributable to equity holders of the parent Share capital , ,775 Share premium 422,790 1,463,018 Treasury stock (1,951) Properties revaluation reserve Securities investments reserve 164, ,775 Statutory reserve 4,365 4,367 Other reserve (7,920) (7,945) Special reserve 2,499,685 2,499,685 Capital redemption reserve 130, ,049 Translation reserve 345, ,526 Retained profits 31,049,657 29,852,639 34,807,655 34,650,593 Non-controlling interests 778, ,056 TOTAL EQUITY 35,586,524 35,302,649 Current liabilities Derivative financial instruments 20 25,402 24,432 Creditors and accruals , ,026 Securities trading and margin payable 304,030 62,702 Deposits and receipts in advance 705, ,298 Tax liabilities 116, ,360 Borrowings due within one year 22 4,171,861 3,163,925 Provisions 16,054 16,054 Financial guarantee liabilities 328 5,971,947 4,099,797 Non-current liabilities Financial guarantee liabilities Borrowings due after one year 22 7,917,025 8,505,258 Amounts due to associates 23 11,581 9,271 Amounts due to minority shareholders 23 79,325 77,565 Deferred tax liabilities 4,365,424 3,882,381 12,373,645 12,475,093 TOTAL LIABILITIES 18,345,592 16,574,890 TOTAL EQUITY AND LIABILITIES 53,932,116 51,877,539 3

7 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the six months ended 30th June, 2009 Attributable to Equity Holders of the Parent Convertible Properties Securities Capital bonds equity Non- Share Share Treasury revaluation investments Statutory Other Special redemption Translation Retained reserve of a controlling Total capital premium stock reserve reserve reserve reserve reserve reserve reserve profits Total subsidiary interests Equity At 1st January, ,044 3,700,697 8,336,937 2,175 (9,131) 2,499,685 98, ,509 32,170,360 47,161, ,895 47,665,533 Profit for the period 3,522,830 3,522,830 13,904 3,536,734 Other comprehensive income for the period: Share of associates reserve movements during the period ,800 13,780 13,780 Fair value changes of available-for-sale investments listed investments (2,546,974) (2,546,974) (2,546,974) unlisted investments (19,320) (19,320) (19,320) PRC statutory reserve Exchange adjustments 240, , ,161 Share of securities investments reserve by non-controlling interests listed investments (537) unlisted investments (376) Share of exchange adjustments by non-controlling interests (4,331) (4,331) 4,331 Transfer to consolidated statement of comprehensive income on disposals of available-for-sale investments listed investments (1,448,452) (1,448,452) (1,448,452) unlisted investments (5,221) (5,221) (5,221) Total comprehensive income for the period (4,019,053) ,830 3,535,630 (246,453) 17,322 (229,131) Deemed contribution from non-controlling interests Acquisition of a subsidiary 183, ,877 Purchase of convertible bonds issued by a non-wholly owned subsidiary (9,033) (9,033) Cancellation on repurchase of own shares (737) (194,567) (929) 1,666 (194,567) (194,567) Dividend paid to minority shareholders (28,500) (28,500) Issue of shares in lieu of 2007 final cash dividend Premium on issue of shares upon 2007 final scrip dividend 47,624 47,624 47,624 Final dividend paid (517,158) (517,158) (517,158) At 30th June, ,689 3,553,754 (929) 4,317,884 2,336 (8,152) 2,499, , ,339 35,188,832 46,251, ,014 46,919,480 4

8 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued) For the six months ended 30th June, 2009 Attributable to Equity Holders of the Parent Convertible Properties Securities Capital bonds equity Non- Share Share Treasury revaluation investments Statutory Other Special redemption Translation Retained reserve of a controlling Total capital premium stock reserve reserve reserve reserve reserve reserve reserve profits Total subsidiary interests Equity Loss for the period (5,017,206) (5,017,206) 24,264 (4,992,942) Other comprehensive income for the period: Share of associates reserve movements during the period (1) ,563 (12,800) (1,031) (1,031) Fair value changes of available-for-sale investments listed equity investments (1,954,183) (1,954,183) (1,954,183) listed debt investments (3,792) (3,792) (3,792) unlisted investments (4,568) (4,568) (4,568) PRC statutory reserve 2,031 2,031 2,031 Exchange adjustments (27,946) (27,946) (27,946) Share of securities investments reserve by non-controlling interests listed debt investments 1,351 1,351 (1,351) unlisted investments 13,597 13,597 (13,597) Share of exchange adjustments by non-controlling interests (530) (530) 530 Surplus on revaluation of property Deferred tax (139) (139) (139) Transfer to consolidated statement of comprehensive income on disposals of available-for-sale investments listed equity investments (2,207,513) (2,207,513) (2,207,513) Transfer to consolidated statement of comprehensive income on disposal of subsidiaries (9,761) (9,761) (9,761) Share of disposal of subsidiaries by non-controlling interests 4,861 4,861 (4,861) Total comprehensive income for the period 704 (4,155,109) 2, (21,813) (5,030,006) (9,203,986) 4,985 (9,199,001) Deemed contribution from non-controlling interests (532) (532) Acquisition of subsidiaries 30,234 (20,411) 9,823 Purchase of convertible bonds issued by a non-wholly owned subsidiary (18,140) (18,140) Release on redemption of convertible bonds of a subsidiary (12,094) (12,094) Cancellation on repurchase of own shares (21,950) (2,094,615) ,021 (2,094,615) (2,094,615) Issue of shares in lieu of 2008 interim cash dividend Premium on issue of shares upon 2008 interim scrip dividend 3,879 3,879 3,879 Interim dividend paid (306,187) (306,187) (306,187) At 31st December, ,775 1,463, ,775 4,367 (7,945) 2,499, , ,526 29,852,639 34,650, ,056 35,302,649 5

9 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued) For the six months ended 30th June, 2009 Attributable to Equity Holders of the Parent Convertible Properties Securities Capital bonds equity Non- Share Share Treasury revaluation investments Statutory Other Special redemption Translation Retained reserve of a controlling Total capital premium stock reserve reserve reserve reserve reserve reserve reserve profits Total subsidiary interests Equity Profit for the period 3,203,323 3,203,323 8,726 3,212,049 Other comprehensive income for the period: Share of associates reserve movements during the period 25 (54) (29) (29) Fair value changes of available-for-sale investments listed equity investments (Note) 8,148 8,148 8,148 listed debt investments 2,457 2,457 2,457 unlisted investments 1,546 1,546 1,546 PRC statutory reserve (2) (2) (2) Exchange adjustments (1,461) (1,461) (1,461) Share of securities investments reserve by non-controlling interests listed debt investments (1,263) (1,263) 1,263 unlisted investments (9,124) (9,124) 9,124 Total comprehensive income for the period 1,764 (2) 25 (1,515) 3,203,323 3,203,595 19,113 3,222,708 Deemed contribution from non-controlling interests Partial disposal of a subsidiary 108, ,966 Cancellation on repurchase of own shares (7,775) (1,040,228) (1,951) 9,726 (1,040,228) (1,040,228) Dividend paid to a minority shareholder (1,288) (1,288) Final dividend paid (2,006,305) (2,006,305) (2,006,305) At 30th June, , ,790 (1,951) ,539 4,365 (7,920) 2,499, , ,011 31,049,657 34,807, ,869 35,586,524 Note: As at 30th June, 2009, the carrying amount of the cumulative gain on fair value changes of listed equity securities investments in securities investments reserve is HK$8,148,000. 6

10 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS For the six months ended 30th June, 2009 Six months ended 30th June, (Unaudited) (Unaudited) Net cash (used in) generated from operating activities (1,260,049) 1,012,425 Net cash (used in) generated from investing activities (614,827) 2,919,801 Net cash used in financial activities (2,519,952) (674,762) Net (decrease) increase in cash and cash equivalents (4,394,828) 3,257,464 Cash and cash equivalents at 1st January, 10,418,877 6,167,845 Effect of foreign exchange rate changes (752) 102,887 Cash and cash equivalents at 30th June, 6,023,297 9,528,196 Analysis of the balances of cash and cash equivalents: Time deposits, bank balances and cash 6,023,297 9,516,850 Cash and cash equivalents included in a disposal group held for sale 11,346 6,023,297 9,528,196 7

11 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended 30th June, Basis of Preparation The unaudited condensed consolidated financial statements have been prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Stock Exchange ) and with Hong Kong Accounting Standard (the HKAS ) 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants (the HKICPA ). The unaudited condensed consolidated financial statements have been prepared under the historical cost basis, except for certain properties and financial instruments, which are measured at fair values, as appropriate. 2. Application of New and Revised Hong Kong Financial Reporting Standards (the HKFRSs ) The accounting policies adopted in the unaudited condensed consolidated financial statements are consistent with those followed in the preparation of the Group s annual financial statements for the year ended 31st December, 2008 except as described below. In the current interim period, the Group has applied, for the first time, a number of new standards, amendments and interpretations (the new HKFRSs ) issued by the HKICPA, which are effective for current accounting period of the Group. The new HKFRSs adopted by the Group in the unaudited condensed consolidated financial statements are set out as follows: HKFRSs (Amendments) Annual Improvements to HKFRSs 2008* HKAS 1 (Revised) Presentation of Financial Statements HKAS 23 (Revised) Borrowing Costs HKAS 32 & 1 (Amendments) Puttable Financial Instruments and Obligations Arising on Liquidation HKFRS 1 & HKAS 27 (Amendments) Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate HKFRS 2 (Amendment) Vesting Conditions and Cancellations HKFRS 7 (Amendments) Improving Disclosure about Financial Instruments HK(IFRIC) Int 13 Customer Loyalty Programmes HK(IFRIC) Int 15 Agreements for the Construction of Real Estate HK(IFRIC) Int 16 Hedges of a Net Investment in a Foreign Operation * Except for the amendments to HKFRS 5 will be applied from 1st January, HKFRS 8, Operating segments, was early adopted by the Group in HKFRS 8 replaces HKAS 14, Segment reporting. The new standard requires a management approach, under which segment information is presented on the same basis as that used for internal reporting purposes. This has resulted in an increase in the number of reportable segments presented. In addition, the segments are reported in a manner that is more consistent with the internal reporting provided to the chief operating decisionmakers. The application of the new HKFRSs has resulted in the following changes: a) HKAS 1 (Revised) changes the titles of the components of a complete set of financial statements. All items of income and expense (including those accounted for directly in equity) must be presented either in a single statement (a statement of comprehensive income ) or in two statements (a separate income statement and statement of comprehensive income ). For the interim results of the Group, for the period ended 30th June, 2009, a single statement is presented. b) The HK(IFRIC) Int 15 Agreements for the Construction of Real Estate ( New Interpretation ) clarifies the timing and accounting treatment of revenue recognition in relation to properties sales in more detail. In the past, revenue and profit for sale of properties stock or any under pre-sale arrangements prior to the completion of development was recognised on the execution of a binding sales agreement or when the relevant occupation permit or certificate of compliance is issued by the respective building authority, whichever is the later. In consideration of the new interpretation, the Group has adopted a change in accounting policy on revenue recognition for sales of properties upon completion of sales agreement and by reference to the timing of the execution of deed of legal assignment or delivery of property to the purchaser, whichever is the earlier. 8

12 2. Application of New and Revised Hong Kong Financial Reporting Standards (the HKFRSs ) (continued) b) (continued) The effects of changes in the accounting policy are explained as follows: Six months ended 30th June, Decrease in revenue 511,557 Decrease in cost of sales 447,397 Decrease in gross profit 64,160 Decrease in taxation Decrease in profit for the period 64,160 Attributable to: Equity holders of the parent 64,160 Non-controlling interests 64,160 Impact on earnings per share HK$ HK$ Reported figures Add: adjustment 0.03 Figures before adjustment The change in accounting policy has been adopted retrospectively, however, no adjustment to the comparative figures and opening balance of any component of equity for the period are required as there is no material impact to the revenue and gross profit recognised for the same period last year and the whole year of c) The amendments to HKAS 40 investment property (as part of the improvements to HKFRSs 2008) and HKAS 16 Property, Plant and Equipment which amend the standards and the Group s accounting policy to bring property under construction or development for future use as an investment property be classified within the scope of HKAS 40 and accounted for under the fair value model when this is reliably determinable or upon completion of its construction. The change in accounting policy has been applied prospectively from 1st January, Following the change, the property in Chengdu with carrying amounts of HK$1,208 million and HK$86 million as at 1st January, 2009 previously reported as Prepaid Lease Payments and Properties Under Development respectively are reclassified to Investment Properties. The property has not been revalued and will be stated at fair value when its fair value becomes reliably measurable or upon completion of its construction. Save as described above, there is no material effect on the results and financial position to the prior accounting periods by adopting the new HKFRSs, thus no prior period adjustment has been required. The Group has not early adopted the following new HKFRSs that have been issued but are not yet effective. The Group is in the process of assessing the potential impact of these new HKFRSs but is not yet in a position to determine whether these new HKFRSs will have a significant impact on how its results of operations and financial position are prepared and presented. These new HKFRSs may result in changes in the future as to how the results and financial position are prepared and presented. HKFRSs (Amendments) Annual Improvements to HKFRSs HKFRS 1 (Revised) First-time Adoption of HKFRS 1 HKFRS 3 (Revised) Business Combinations 1 HKAS 27 (Revised) Consolidated and Separate Financial Statements 1 HKAS 39 (Amendment) Eligible Hedged Items 1 HK(IFRIC) 9 & HKAS 39 (Amendments) Embedded Derivatives 3 HK(IFRIC) Int 17 Distributions of Non-cash Assets to Owners 1 HK(IFRIC) Int 18 Transfers of Assets from Customers 1 1 Effective for annual periods beginning on or after 1st July, Effective for annual periods beginning on or after 1st January, 2010 (unless specified) 3 Effective for annual periods ending on or after 30th June, 2009 The application of HKFRS 3 (Revised) may affect the accounting for business combination for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1st July,

13 3. Revenue Revenue represents the aggregate of amounts received and receivable from the sales of investments held-for-trading, sales of properties held-for-sale, property rental income, commission from brokerage, settlement charges from brokerage, interest income from loan financing and cosmetic goods sold less returns. During the Period, the gains from the sales of investments held-for-trading in Revenue on a net basis is HK$346.5 million (six months ended 30th June, 2008: loss HK$13.8 million). 4. Operating Segments The Group determines its operating segments based on the reports reviewed by the chief operating decision-makers that are used to make strategic decisions. The Group has seven reportable segments property development and trading, property leasing for retail, property leasing for non-retail, listed available-for-sale equity investments, floating rate and fixed rate notes, other listed held-for-trading investments and treasury products and unlisted investments, investment holding and brokerage. The segmentations are based on the information about the operation of the Group that management uses to make decisions. Principal activities are as follows: Property development and trading Property development and sales of trading properties Property leasing for retail Property leasing from retail properties Property leasing for non-retail Property leasing from non-retail properties Listed available-for-sale equity investments Listed equity securities in available-for-sale investments Floating rate and fixed rate notes Listed and unlisted floating rate notes and fixed rate notes in available-for-sale investments Other listed held-for-trading investments Listed securities investments in investments held-for-trading, and treasury products over-the-counter trading and structured products Unlisted investments, investment holding Unlisted securities investments, trading and brokerage and brokerage The accounting policies of the operating segments are the same as those described in the principal accounting policies. The Group evaluates performance on the basis of profit or loss from operations after tax expense and non-controlling interests but not including the major non-cash items. The major non-cash items are fair value changes on investment properties together with their respective deferred tax expense. No intersegment revenue is accounted for as the intersegment revenue is mainly the rental income for administrative purpose. The Group s measurement methods used to determine reported segment profit or loss remain unchanged from The Group s reportable segments are strategic business units that operate different activities. They are managed separately because each business has different market and requires different marketing strategies. Further, the business units are also managed to operate in different countries separately. Revenue and result are attributed to countries on the basis of the properties located. No major customer is for the Group s revenue and result. 10

14 4. Operating Segments (continued) Operating segment information is presented below: Condensed Consolidated Statement of Comprehensive Income For the six months ended 30th June, 2009 Other listed Unlisted Listed held-for-trading investments, Property Property Property available-for-sale Floating rate investments investment development leasing for leasing for equity and fixed and treasury holding and All other and trading retail non-retail investments rate notes products brokerage segments Consolidated Continuing operations Major cash items excluding in revenue Hong Kong 2,500,258 2,500,258 other countries 1,844,472 1,844,472 4,344,730 4,344,730 Revenue Revenue from external customers Hong Kong 487, , , ,450 8,903 8,009 1,240,163 PRC 17,215 18,552 35,767 other countries 90,040 90, , , , ,490 8,903 8,009 1,365,970 Revenue from external customers after non-controlling interests 484, , , ,490 8,903 8,009 1,362,137 Result Segment result Hong Kong (31,831) 302, ,613 1,396 7, ,865 59,668 19, ,299 PRC 13,407 16,083 2,919 32,409 other countries 137, ,164 (31,831) 315, ,696 1,396 7, ,029 62,587 19, ,872 Unallocated corporate expenses, net (95,412) Finance costs finance cost on listed securities investments and treasury products (877) (877) unallocated finance costs (46,262) Other gains and losses, net unallocated other gains and losses, net 35,125 Share of results of associates property sales 1,238 1,238 attributable gross income Hong Kong 1,579 11,860 13,439 PRC 24,999 2,022 27,021 operating cost Hong Kong (931) (3,374) (4,305) PRC (15,677) (1,268) (25,852) (42,797) other results (11,351) (11,351) Profit before tax and non-controlling interests (excluding major non-cash items) 749,691 Income tax expense (15,793) Non-controlling interests for property development and trading (1,525) (1,525) for floating rate and fixed rate notes (3,136) (3,136) unallocated non-controlling interests (662) Reportable segment results (32,118) 325, ,936 1,396 4, ,152 62,587 (18,165) Core profit (excluding major non-cash items) 728,575 Major non-cash items fair value changes on investment properties (including share of results of associates and non-controlling interests) 2,955,955 deferred tax (481,207) Profit for the period attributable to equity holders of the parent 3,203,323 11

15 4. Operating Segments (continued) Condensed Consolidated Statement of Financial Position At 30th June, 2009 Other listed Unlisted Listed held-for-trading investments, Property Property Property available-for-sale Floating rate investments investment development leasing for leasing for equity and fixed and treasury holding and All other and trading retail non-retail investments rate notes products brokerage segments Consolidated Assets Segment assets Hong Kong 1,929,454 19,154,702 17,507, , , , , ,906 40,874,317 PRC 5,446, , ,586 6,662,833 other countries 1,692,495 1,842,101 3,534,596 Interests in associates Hong Kong 107, , , ,381 PRC 44, , ,146 Advances to associates Hong Kong 967,959 24,018 37,329 5,414 1,034,720 PRC 699,075 22,354 63, ,810 Reportable segment assets 10,843,018 19,959,744 18,871, , ,445 2,769, , ,978 53,805,803 Unallocated corporate assets 126,313 Consolidated total assets 53,932,116 Liabilities Segment liabilities Hong Kong 499, , ,581 10, , ,031 25,380 1,625,862 PRC 28,003 16,448 13,272 57,723 other countries Reportable segment liabilities 527, , ,853 10, , ,031 25,380 1,683,681 Unallocated corporate liabilities 16,661,911 Consolidated total liabilities 18,345,592 Additions to non-current assets (other than financial instruments and deferred tax assets) 77,797 43, ,171 Other Material Items For the six months ended 30th June, 2009 Consolidated Adjustments statement of Reportable Adjustments for major comprehensive segments totals for unallocated non-cash items income totals Interest income 51,468 51,468 Interest expenses (877) (46,262) (47,139) Net interest income (expenses) 50,591 (46,262) 4,329 Depreciation and amortisation (11,505) (11,505) Fair value changes on investment properties 2,902,465 2,902,465 Share of results of associates (16,755) 56,893 40,138 Income tax expense (15,793) (481,207) (497,000) Non-controlling interests (4,661) (662) (3,403) (8,726) 12

16 4. Operating Segments (continued) Condensed Consolidated Statement of Comprehensive Income For the six months ended 30th June, 2008 Other listed Unlisted Listed held-for-trading investments, Property Property Property available-for-sale Floating rate investments investment development leasing for leasing for equity and fixed and treasury holding and All other and trading retail non-retail investments rate notes products brokerage segments Consolidated Continuing operations Major cash items excluding in revenue Hong Kong 2,752, ,604 2,912,657 other countries 170, ,206 2,752, ,810 3,082,863 Revenue Revenue from external customers Hong Kong 253, , ,701 (13,101) 13,149 11, ,648 PRC 22,724 17,831 40,555 other countries (651) (651) 253, , ,532 (13,752) 13,149 11, ,552 Revenue from external customers after non-controlling interests 234, , ,216 (13,752) 13,149 11, ,211 Result Segment result Hong Kong 95, , ,598 1,535,695 (5,719) 121,731 21,845 2,169,334 PRC 19,251 15,410 2,548 37,209 other countries (47,301) (47,301) 95, , ,008 1,535,695 (53,020) 124,279 21,845 2,159,242 Unallocated corporate expenses, net (110,697) Finance costs finance cost on listed securities investments and treasury products (21,042) (21,042) unallocated finance costs (142,162) Other gains and losses, net impairment loss recognised in respect of advance to an associate (993) (993) unallocated other gains and losses, net 819 Share of results of associates property sales 30,188 30,188 attributable gross income Hong Kong 1,624 14,378 16,002 PRC 38,471 1,864 40,335 operating cost Hong Kong (957) (4,827) (5,784) PRC (24,125) (1,169) (12,329) (37,623) other results 11,177 11,177 Profit before tax and non-controlling interests (excluding major non-cash items) 1,939,462 Income tax expense (65,557) Non-controlling interests for property development and trading (13,357) (13,357) for property leasing unallocated non-controlling interests 4,641 Reportable segment results 112, , ,911 1,535,695 (74,062) 124,279 20,693 Profit for the period from continuing operations attributable to equity holders of the parent 1,865,846 Discontinued operation Loss for the period from discontinued operation attributable to equity holders of the parent (953) Core profit (excluding major non-cash items) 1,864,893 Major non-cash items fair value changes on investment properties (including share of results of associates and non-controlling interests) 1,546,812 deferred tax 111,125 Profit for the period attributable to equity holders of the parent 3,522,830 13

17 4. Operating Segments (continued) Condensed Consolidated Statement of Financial Position At 31st December, 2008 Other listed Unlisted Listed held-for-trading investments, Property Property Property available-for-sale Floating rate investments investment development leasing for leasing for equity and fixed and treasury holding and All other and trading retail non-retail investments rate notes products brokerage segments Consolidated Assets Segment assets Hong Kong 2,274,073 19,406,122 17,845, , , , ,282 40,671,627 PRC 5,542, , ,822 6,753,900 other countries 1,686,144 1,686,144 Interests in associates Hong Kong 278,400 64, ,951 3, ,174 PRC 168,765 18, ,553 Advances to associates Hong Kong 923,409 22,683 48, , ,647 PRC 699,075 77,147 8, ,810 Reportable segment assets 11,403,525 20,352,072 18,855, , , , ,243 51,765,855 Unallocated corporate assets 111,684 Consolidated total assets 51,877,539 Liabilities Segment liabilities Hong Kong 201, ,100 76, ,048 64,229 16, ,014 PRC 67,231 16,022 14,745 97,998 other countries Reportable segment liabilities 268, ,122 91, ,048 64,229 16, ,130 Unallocated corporate liabilities 15,756,760 Consolidated total liabilities 16,574,890 Additions to non-current assets (other than financial instruments and deferred tax assets) 537, , ,194 2, Other Material Items For the six months ended 30th June, 2008 Consolidated Consolidated statement of statement of Consolidated comprehensive comprehensive statement of Adjustments income income comprehensive Reportable Adjustments for major (continuing (discontinued income segments totals for unallocated non-cash items operations) operation) totals Interest income 83,140 83, ,178 Interest expenses (21,042 ) (142,162 ) (163,204 ) (163,204 ) Net interest income (expenses) 62,098 (142,162 ) (80,064 ) 38 (80,026 ) Depreciation and amortisation (9,744 ) (9,744 ) (110 ) (9,854 ) Fair value changes on investment properties 1,539,731 1,539,731 1,539,731 Share of results of associates 54,295 13,872 68,167 68,167 Income tax expense (65,557 ) 111,125 45,568 45,568 Non-controlling interests (8,059 ) (6,791 ) (14,850 ) 946 (13,904 ) 14

18 5. Other Income Six months ended 30th June, Included in other income are: Building management fee income 37,566 32,784 Building management fee expenses (22,967) (20,047) 14,599 12,737 Forfeiture of deposits received on sales of properties 4,303 Exchange gain, net 274 2, Investment Income, Net Six months ended 30th June, Continuing operations Loss on financial assets at fair value through profit or loss classified as held-for-trading: Unrealised loss on investments held-for-trading (374,417) (36,244) Financial assets at fair value through profit or loss classified as designated: Unrealised gain on credit-linked notes 49,434 Unrealised gain on bonds 42,455 Realised loss on equity-linked notes (16,221) Net gain (loss) on financial assets at fair value through profit or loss classified as designated 91,889 (16,221) Financial liabilities at fair value through profit or loss classified as held-for-trading: Unrealised (loss) gain on derivative financial instruments (970) 5,054 Net (loss) gain on financial liabilities at fair value through profit or loss classified as held-for-trading (970) 5,054 Transfer from equity on disposals of available-for-sale investments: Listed investments 1,445,177 Unlisted investments 5,221 Dividend income on: Listed investments available-for-sale investments 1,396 90,518 other listed investments 252, Unlisted investments 14,955 38,571 Interest income 51,468 83,140 Imputed interest income on: Advances to associates 7,574 13,385 Advance to a minority shareholder ,603 1,629,553 Discontinued operation Interest income from discontinued operation 38 44,603 1,629,591 Included in interest income are interest from derivative financial instruments, listed floating rate notes and unlisted floating rate and fixed rate notes approximately HK$8,493,000, HK$904,000 and HK$4,836,000 respectively (six months ended 30th June, 2008: derivative financial instruments HK$7,832,000). 15

19 7. Other Expenses Six months ended 30th June, Included in other expenses are: Amortisation of intangible assets 1,430 1, Profit for the Period Profit for the period has been arrived at after (charging) crediting: Six months ended 30th June, Continuing operations Total staff costs: Staff costs, including Directors emoluments (60,856) (59,242) Retirement benefits scheme contributions, net of forfeited contributions of HK$175,000 (2008: HK$79,000) (2,632) (2,688) (63,488) (61,930) Auditors remuneration (2,064) (1,476) Depreciation (11,111) (9,449) Amortisation (394) (295) Cost of trading properties recognised (499,322) (166,735) Cost of cosmetic products recognised (1,364) (1,153) Share of tax of associates (included in share of results of associates) (12,851) (9,420) Gross proceeds on sale of investments held-for-trading 4,344, ,516 Carrying amount on investments held-for-trading disposed (3,989,442) (258,329) Transaction cost on investments held-for-trading disposed (8,798) (939) Net gain (loss) on sales of investments held-for-trading included in revenue 346,490 (13,752) Gross rental income from investment properties 515, ,795 Less: Direct operating expenses from investment properties that generated rental income during the period (19,481) (21,780) Direct operating expenses from investment properties that did not generate rental income during the period (4,642) (2,411) 491, ,604 Discontinued operation Depreciation (101) Amortisation (9) 16

20 9. Finance Costs Six months ended 30th June, Interest on: Bank loans wholly repayable within five years 44, ,819 Bank loans wholly repayable over five years 1,633 3,382 Other loans wholly repayable within five years 287 2,484 45, ,685 Imputed interest on: Amounts due to associates Amounts due to minority shareholders 1, Convertible bonds 3,704 1,680 4,826 Total interest 47, ,511 Exchange loss on translation of foreign currency loans ,558 Other finance costs 8,679 2,317 56, ,386 Less: Interest capitalised to stock of properties under development (5,710) (9,950) Interest capitalised to investment properties under development (4,088) (16,232) 47, , Other Gains and Losses, Net Included in other gains and losses, net are: Six months ended 30th June, Gain on partial disposal of a subsidiary (Note 1) 35,135 Impairment loss reversed in respect of advances to associates 256 Impairment loss recognised in respect of advance to an associate (993) Discount on acquisition of a subsidiary (Note 2) 12,317 Loss on purchase of convertible bonds of a subsidiary (Note 3) (11,744) Notes: 1. Gain on partial disposal of a subsidiary arose from deemed disposal of 8.27% interest in G-Prop (Holdings) Limited ( G-Prop ) by placing on 17th June, The Group then holds 41.93% shareholding in G-Prop and G-Prop remained a subsidiary of the Company. 2. Discount on acquisition of a subsidiary arose from acquisition of further 36.51% interest in G-Prop in February The Group then holds 50.20% shareholding in G-Prop and G-Prop became a subsidiary of the Company. 3. Loss on purchase of convertible bonds of a subsidiary arose from acquisition of convertible bonds in face value of HK$108,000,000 of G-Prop from Fame Ascent Investments Limited in April

21 11. Income Tax Expense (Credit) Six months ended 30th June, The charge (credit) comprises: Current tax: Hong Kong Profits Tax 9,501 28,298 Other than Hong Kong 4,656 5,823 14,157 34,121 (Overprovision) underprovision in prior years: Hong Kong Profits Tax (53) 15,402 Other than Hong Kong ,402 Deferred tax: Current period 482, ,238 Attributable to a change in tax rate (292,329) 482,816 (95,091) 497,000 (45,568) Hong Kong Profits Tax is calculated at 16.5% on the estimated assessable profits for both periods. Taxation arising in other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions. With effect from the year of assessment 2008/2009, the Hong Kong Profits Tax has been reduced from 17.5% to 16.5%. On 16th March, 2007, the People s Republic of China promulgated the Law of the People s Republic of China on Enterprise Income Tax by Order No. 63 of the President of the People s Republic of China, which has changed the tax rate from 33% to 25% for certain subsidiaries from 1st January, The deferred tax balance has been adjusted to reflect the tax rates that are expected to apply to the respective years when the asset is realised or the liability is settled. Deferred tax of HK$482.8 million included the deferred tax expenses of HK$481.2 million (six months ended 30th June, 2008: HK$181.3 million) on fair value changes on investment properties recognised for the period. 12. Loss for the Period from Discontinued Operation Six months ended 30th June, Revenue Investment income, net 38 Administrative expenses (1,937) Loss for the period from discontinued operation (1,899) On 1st February, 2008, G-Prop entered into a conditional agreement with Fame Ascent Investments Limited to dispose of the operation in production and sale of methanol (the Methanol Project ) for approximately HK$183.7 million. The disposal was completed on 25th July, 2008, following the disposal, the results of Methanol Project was reported as a discontinued operation and presented separately in the condensed consolidated statement of comprehensive income in accordance with HKFRS 5 Noncurrent Assets Held for Sale and Discontinued Operations. 18

22 13. Dividends Six months ended 30th June, (a) Interim dividend for 2009 declared after interim period end Interim dividend declared of HK2 cents (2008: HK13.5 cents) per share 39, ,187 (b) Final dividend for 2008 paid on 8th June, 2009 of HK1 cent (2007: HK22.5 cents) and special dividend of HK99 cents (2007: nil) per share Cash 2,006, ,152 Share alternative under scrip dividend scheme 48,007 Total dividends paid 2,006, , Earnings Per Share The calculation of the basic and diluted earnings per share attributable to equity holders of the parent is based on the following data: Earnings: Six months ended 30th June, Continuing Discontinued Total operations operation Total Earnings for the purpose of basic earnings per share (profit for the period attributable to equity holders of the parent) 3,203,323 3,523,783 (953) 3,522,830 Effect of dilutive potential ordinary shares: Imputed interest on convertible bonds 3,704 3,704 Adjustment to the share of loss of a subsidiary based on dilution of its earnings per share (2,019) (66) (2,085) Earnings for the purpose of diluted earnings per share 3,525,468 (1,019) 3,524,449 Number of shares Number of shares: Weighted average number of ordinary shares for the purposes of basic and diluted earnings per share 2,034,673,910 2,298,481,181 Diluted earnings per share for the six months ended 30th June, 2009 is the same as the basic earnings per share as there was no dilutive potential ordinary shares outstanding. 19

23 15. Investment Properties Fair value At 1st January, ,302,580 Additions 325,076 Transfer from properties under development 86,496 Transfer from prepaid lease payments 1,207,982 Increase in fair value recognised in the consolidated statement of comprehensive income 2,902,465 At 30th June, ,824,599 The market value of the Group s investment properties at 30th June, 2009 has been arrived at on the basis of valuation carried out on that date by Messrs. Norton Appraisals Limited ( Norton Appraisals ), independent qualified professional valuers not connected with the Group who has appropriate qualifications and recent experience in the valuation of similar properties in the relevant locations. The valuation report on the investment properties is signed by a director of Norton Appraisals, who is a member of the Hong Kong Institute of Surveyors. The valuation, which conforms to the Hong Kong Institute of Surveyors Valuation Standards on Properties (1st Edition 2005) published by the Hong Kong Institute of Surveyors, was based on market value basis. 16. Interests in Associates 30th June, st December, 2008 Cost of investment in associates Unlisted 283, ,667 Share of post-acquisition profits, net of dividend received 630, , , ,727 The Company provided corporate guarantee to secure bank loans granted to its associates. The fair value of the financial guarantee contract was determined by Norton Appraisals, independent qualified professional valuers, and it was recognised as interests in associates and financial guarantee liabilities in the Group s consolidated statement of financial position. The investment properties held by the Group s principal associates were revalued at 30th June, 2009 by Norton Appraisals. The valuation, which conforms to the Hong Kong Institute of Surveyors Valuation Standards on Properties (1st Edition 2005) published by the Hong Kong Institute of Surveyors, was based on market value basis. 17. Advances to Associates 30th June, st December, 2008 Interest bearing advances to associates 138, ,015 Interest-free advances to associates 1,680,617 1,636,442 1,819,530 1,784,457 The advances to associates are unsecured. An approximately HK$1,673,567,000 was expected to be repayable in 2010 and 2011 and the amount is therefore shown as non-current. For the remaining HK$145,963,000, the Group will not demand repayment within one year from 30th June, 2009 and the amounts are therefore shown as non-current. The interest bearing advances to associates bear interest at the prevailing market rates. The Directors consider that the fair values of the interest-free advances at the statement of financial position date, determined based on the present values of the estimated future cash flows discounted using the prevailing market rates at 30th June, 2009, approximates their carrying amounts. 20

24 18. Available-for-sale Investments Available-for-sale investments comprise: 30th June, st December, 2008 Listed investments: Equity securities listed in Hong Kong 145,876 Unlisted securities: Equity securities incorporated in Hong Kong 218, , , ,684 Debt securities 239, ,712 Club debentures 15,731 15,731 Total 619, , Debtors, Deposits and Prepayments Included in debtors, deposits and prepayments are trade receivables of approximately HK$24,757,000 (31st December, 2008: HK$35,353,000) comprising mainly rental receivables which are billed in advance and settlements are expected upon receipts of billings and properties sales proceeds receivable. The following is an aging analysis of trade receivables at the statement of financial position date: 30th June, st December, days 7,317 18, days 2,378 3, days 809 1,890 Over 90 days 14,253 11,805 24,757 35,353 The Directors consider that the fair values of the Group s debtors, deposit and prepayments at the statement of financial position date were approximately their carrying amounts. 20. Derivative Financial Instruments 30th June, st December, 2008 Liabilities Financial liabilities, held for trading Interest rate swaps 25,402 24, Creditors and Accruals Included in creditors and accruals are trade payables of approximately HK$178,691,000 (31st December, 2008: HK$141,563,000). The following is an aging analysis of trade payables at the statement of financial position date: 30th June, st December, days 77, ,874 Over 90 days 101,560 29, , ,563 The Directors consider that the fair values of the Group s creditors and accruals at the statement of financial position date were approximately their carrying amounts. 21

25 22. Borrowings 30th June, st December,2008 Bank loans, secured 10,919,083 11,669,183 Other loans, secured 1,169,803 12,088,886 11,669,183 Less: Amounts due within one year and shown under current liabilities (4,171,861) (3,163,925) Amounts due after one year 7,917,025 8,505, Amounts due to Associates and Minority Shareholders Both the amounts due to associates and minority shareholders are unsecured. The amounts due to minority shareholders are interest bearing at the prevailing market rate and the amounts due to associates are interest-free. The associates and minority shareholders will not demand for repayment within one year from 30th June, 2009 and the amounts are therefore shown as noncurrent. The Directors consider that the fair values of the amounts at the statement of financial position date determined based on the present values of the estimated future cash flows discounted using the prevailing market rates at 30th June, 2009, approximate their carrying amounts. 24. Share Capital Number of shares Share capital Ordinary shares of HK$0.10 each Authorised: At 1st January, 2008, 31st December, 2008 and 30th June, ,000,000, ,000 Issued and fully paid: At 1st January, ,300,443, ,044 Repurchased and cancelled (Note) (226,873,000) (22,687) Issue of ordinary shares in lieu of cash dividend 4,179, At 31st December, ,077,750, ,775 Repurchased and cancelled (Note) (77,750,000) (7,775) At 30th June, ,000,000, ,000 Note: During the Period, the Company repurchased on the Stock Exchange a total of 97,261,000 (2008: 16,667,000) shares of HK$0.10 each of the Company, at an aggregate consideration after expenses of approximately HK$1,040,228,000 (2008: HK$194,567,000), of which 77,750,000 (2008: 7,376,000) shares were immediately cancelled during the Period. The remaining 19,511,000 (2008: 9,291,000) shares were cancelled in July 2009 and was included in treasury stocks. The nominal value of the cancelled shares was credited to capital redemption reserve and the aggregate consideration paid was debited to the share premium of the Group. 22