Hongkong Land Holdings Limited
Annual Report 2008
Interim Report 2007 iii
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Contents
Highlights
Corporate Overview
Chairman’s Statement
Chief Executive’s Review
Financial Review
Directors’ Profiles
Financial Statements
Independent Auditor’s Report
Five Year Summary
Responsibility Statement
Corporate Governance
Principal Risks and Uncertainties
Shareholder Information
Management and Offices
Report of the Valuers
Property Portfolio
Properties in Hong Kong’s Central Business District
Corporate Information
Company Secretary and
Registered Office
C H Wilken
Jardine House
33-35 Reid Street
Hamilton Bermuda
Directors
Simon Keswick Chairman
A J L Nightingale Managing Director
Y K Pang Chief Executive
Charles Allen-Jones
Mark Greenberg
Jenkin Hui
Henry Keswick
R C Kwok
Lord Leach of Fairford
Dr Richard Lee
Lord Powell of Bayswater KCMG
Percy Weatherall
is one of Asia’s
Hongkong Land
investment,
management and development groups. Founded in Hong Kong in 1889,
the Group has business interests across the region. Hongkong Land’s
business is built on partnership, integrity and excellence.
leading property
In Hong Kong, the Group owns and manages some five million sq. ft of
prime commercial space that defines the heart of the Central Business
District. In Singapore, it is helping to create the city-state’s new Central
Business District with the expansion of its joint venture portfolio of new
developments. Hongkong Land’s properties in these and other Asian
centres are recognised as market leaders and house the world’s foremost
financial, business and luxury retail names.
Hongkong Land also develops premium residential properties in a
number of cities in the region, not least in Singapore where its
77%-owned listed affiliate, MCL Land, is a significant developer.
Hongkong Land Holdings Limited is incorporated in Bermuda. Its primary
listing is in London, and its shares are also listed in Bermuda and
Singapore. The Group’s assets and investments are managed from Hong
Kong by Hongkong Land Limited. Hongkong Land is a member of the
Jardine Matheson Group.
The office lobby of the North Tower of One Raffles Quay, a joint venture
development in Singapore’s new Central Business District (front cover).
ii Hongkong Land
Highlights
• Underlying earnings per share up 9% to US¢16.41
• Commercial property net rental income up 29%
• US$140 million provision against value of Singapore residential developments
• Capital values of investment properties down 4% on the year
Results
Underlying profit attributable to shareholders*
375
345
2008
US$m
2007
US$m
Change
%
9
(Loss)/profit attributable to shareholders
(109 )
2,840
n/m
Shareholders’ funds
Adjusted shareholders’ funds†
Net debt
Underlying earnings per share
(Loss)/earnings per share
Dividends per share
Net asset value per share
Adjusted net asset value per share†
11,313
11,833
13,308
14,041
2,601
2,431
US¢
US¢
16.41
15.02
(4 )
(5 )
7
%
9
(4.79 )
123.72
n/m
13.00
13.00
–
US$
US$
5.03
5.16
5.92
6.12
%
(3 )
(3 )
* The Group uses ‘underlying business performance’ in its internal financial reporting to distinguish between the underlying profits and non-trading items, as more fully
described in Note 1s to the financial statements. Management considers this to be a key measure and has provided this analysis as additional information in order to
provide greater understanding of the Group’s underlying business performance.
† In preparing the Group’s financial statements under International Financial Reporting Standards (‘IFRS’), the fair value model for investment properties has been adopted.
In accordance with this model, the Group’s leasehold investment properties have been included at their open market value as determined by independent valuers. In the
territories where the Group has significant leasehold investment properties, no capital gains tax would be payable on the sale of these properties. In relation to leasehold
investment properties, however, IFRS require deferred tax on any revaluation amount to be calculated using income tax rates. This is in contrast to the treatment for the
revaluation element of freehold properties where IFRS require capital gains tax rates to be used.
As Management considers that the Group’s long leasehold properties have very similar characteristics to freehold property, the adjusted shareholders’ funds and adjusted
net asset value per share information is presented on the basis that would be applicable if the leasehold properties were freehold. The adjustments made add back the
deferred tax provided in the financial statements that would not be payable if the properties were sold. See Note 25 to the financial statements.
Annual Report 2008 1
Corporate Overview
Hongkong Land’s Strategy for Growth
Market Leadership in Hong Kong
Hongkong Land will maintain a leadership position in Hong Kong’s Central business
district where it owns and manages some 5,000,000 sq. ft of prime office and retail
space.
Property Investments and developments in Asia
The Group will seek commercial and residential property developments in Asia for
long-term investment and for trading. It has investments in Hong Kong, Macau, mainland
China, Singapore, Vietnam, Thailand, Indonesia, Malaysia and the Philippines.
Shareholder Value
The Group aims to build sustainable streams of value for its shareholders, while
maintaining financial strength through a policy of prudent financing and investment.
Group Structure
Hongkong Land Holdings Limited is incorporated in Bermuda and listed in London,
Bermuda and Singapore. Hongkong Land Limited manages the operations of the Group
from Hong Kong and provides services to Hongkong Land China, which holds the
Group’s property interests in China, and to Hongkong Land International, which holds
the Group’s property interests elsewhere.
2 Hongkong Land
Ju Ming’s Tai-chi and Dame
Elisabeth Frink’s Water Buffalo,
a part of Hongkong Land
Collection, enhance the
ambience of The Forum,
Exchange Square.
Annual Report 2008 3
Chairman’s Statement
Overview
Strong demand and high occupancy in Hong Kong’s Central district continued to
underpin both the office and retail sectors in 2008, enabling the Group to report a
reasonable increase in underlying profit despite provisions made against residential
development properties in Singapore. Although the positive rental reversion cycle
continued throughout the year and supply of grade A office space remains limited, it is
evident that the market in Hong Kong has now begun to decline.
Performance
Underlying profit rose 9% to US$375 million, while underlying earnings per share were
9% higher at US¢16.41. Net rental income was up 29% compared with 2007. The
contribution from residential development projects, however, was offset by a write-
down in the carrying value of development properties by MCL Land. Financing charges
were slightly lower than in 2007 due mainly to lower interest rates.
The independent valuation of the Group’s commercial investment properties at the end
of 2008, including the Group’s share of investment properties in joint ventures and
associates, was US$14,525 million, representing a decrease of 4% from the valuation at
the end of 2007. This reversed an increase of 11% at the half year. The adjusted net
asset value per share fell 3% to US$5.92 over the year. The loss attributable to
shareholders for 2008, after taking account of the revaluation, was US$109 million, and
compared with a profit of US$2,840 million in 2007.
The Directors are recommending a final dividend of US¢7.00 per share for 2008,
providing a total dividend for the year of US¢13.00 per share, unchanged from 2007.
Group Review
Rents remained at record levels throughout 2008 in Hong Kong’s Central district. While
demand for high quality commercial office space continued to be strong across all
business sectors, there were signs of weakening towards the end of the year. The luxury
retail market also performed well in Hong Kong for the first three quarters of 2008, but
it too started to weaken in the fourth quarter.
The Singapore office market also began to soften in the second half of the year, although
the Group’s wholly owned property One Raffles Link and its joint venture property One
Raffles Quay both remain fully let. The Group’s joint venture development, Marina Bay
Financial Centre, which is on schedule to complete in two phases in 2010 and 2012,
is also in a good position with over 60% of the commercial office space already
pre-committed.
4 Hongkong Land
In the residential sector, Phase IV of Central Park in Beijing, Phase I of Bamboo Grove in
Chongqing and MCL Land’s projects, Mera Springs and The Esta, completed during the
year allowing profits on these projects to be recognised in the 2008 results. MCL Land
did, however, make provision against the carrying value of some of its development
properties in Singapore, the Company’s share of which was US$140 million.
The Company repurchased 45.9 million of its own shares during the second half of the
year at a cost of US$120 million, which has enhanced both earnings per share and net
asset value per share. The Group did not have any major financing requirement during
the year and its financial position remains strong.
People
Lord Powell of Bayswater rejoined the Board in June 2008, having previously served as a
Director between 1992 and 2000. It was another demanding year for our businesses in
2008 and the Board would like to thank all staff for their commitment, loyalty and
professionalism.
Outlook
Although trading conditions are difficult, increases in rentals achieved in Hong Kong
during 2008 together with the recognition of profits on the completion of residential
properties already sold in Singapore and Macau should benefit earnings in 2009. The
Group’s balance sheet remains strong and will stand it in good stead in the current
uncertain economic climate.
Simon Keswick
Chairman
5th March 2009
Annual Report 2008 5
Chief Executive’s Review
The Group’s Hong Kong commercial property portfolio, which remains the largest
contributor to earnings, enjoyed excellent rental income growth and high occupancy
throughout 2008. Despite new supply becoming available during the year in some
decentralised locations on Hong Kong Island and in Kowloon, the continuing demand
for space in the Group’s buildings reinforces Central as Hong Kong’s prime location for
international business and finance, and its leading destination for luxury retail. While
2008 was a good year for the Group’s commercial property business, the global economic
problems are now starting to impact our tenants and business, and the outlook is more
difficult than it has been for some time.
Despite the economic uncertainty, the Group is continuing to pursue the expansion of
its commercial property activities throughout the region at a measured pace. In Singapore,
construction of the 340,000 sq. m. joint venture development Marina Bay Financial
Centre (‘MBFC’) is on track for phased completion in 2010 and 2012. Hongkong Land’s
wholly owned building One Raffles Link (‘ORL’) and our joint venture development One
Raffles Quay (‘ORQ’) are both fully let. When MBFC is completed, Hongkong Land’s
attributable interests in this important regional business centre will extend to some
150,000 sq. m. of the best commercial office space.
Our aim is also to continue to grow our residential business so that it can make a
significant, capital-efficient and sustainable contribution to the Group’s earnings.
Successful completions in Beijing, Chongqing and Singapore during the year made a
positive contribution in 2008. Residential completions in Hong Kong, Singapore and
Macau should benefit earnings strongly in 2009 and 2010. Residential projects in
Chongqing and Shenyang in mainland China will complete in phases over the
medium term.
Central portfolio office tenant profile by area occupied (%)
2003
2008
44
21
3
6
8
4
Banks and other
financial services
Legal
Trading
Governments
Accounting
Property
44
23
3
5
9
4
Banks and other
financial services
Legal
Trading
Governments
Accounting
Property
14
Others
12
Others
6 Hongkong Land
Central portfolio
at 31st December 2008
Office
Retail
Capital value* (US$m)
10,518
2,563
Gross revenue* (US$m)
481
165
Average unexpired terms of lease (years)
Area subject to renewal/review in 2009 (%)
3.7
51
2.7
33
* includes hotel
Commercial Property
Central portfolio equivalent yield (%)
Hong Kong Central Portfolio
Demand for high quality centrally-located space remained strong
throughout 2008 for both the commercial office and retail segments.
However, with the global economic weakening starting to affect
the Asian region, the capital value of the Group’s investment
properties in Hong Kong fell by 4%.
Occupancy in the Group’s office portfolio remained high, but an
increase in vacancy can be expected as some tenants elect to
relocate to areas outside Central or reduce their office space upon
Office (One and Two Exchange Square)
Retail (Prince’s Building)
5.25
5.25
5.00
5.50
5.25
5.50
5.25
5.50
6.25
4.25
lease renewal. Vacancy was 2.6% at the year end, compared with
’04
’05
’06
’07
’08
2.0% at the end of 2007. Vacancy subsequently increased to 5.5%
in January 2009 following the decision of a major tenant not to
renew its lease, although some 70% of the additional vacant space
has been re-let.
Central portfolio average office rent (US$/sq. ft per month)
Nominal
Effective
7.20
5.93
5.48
5.63
5.24
5.44
5.08
5.26
4.69
4.60
4.04
4.22
3.78
5.21
4.83
8.90
8.52
6.69
6.33
8
7
6
5
4
3
2
1
0
’99
’00
’01
’02
’03
’04
’05
’06
’07
’08
10
8
6
4
2
0
Annual Report 2008 7
Chief Executive’s Review
Top five office tenants
(in alphabetical order)
Office rents in Central in Hong Kong were high throughout 2008, and
average rents for the Group’s properties in Hong Kong rose by 34%
during the year.
A refurbishment of the basement level retail space in Jardine House
was completed, and opportunities to improve the quality of the
Group’s buildings continue to be evaluated.
Sales in the luxury retail sector held up well during 2008. Like the
office sector, there were signs of the market becoming more difficult
towards the end of the year. Average rents for the Group’s luxury retail
space in Hong Kong rose by 10% during the year, while occupancy
was 100% at the end of 2008 and 2007.
Commercial Properties other than in Hong Kong
Singapore continued to increase its contribution to the Group’s
performance in 2008 with both ORL and ORQ fully let at good rental
levels. Construction of MBFC is targeted to complete in two phases, in
2010 and 2012. The two phases comprising 190,000 sq. m. and
150,000 sq. m. of gross floor area, respectively, are more than 60%
pre-committed.
Construction of the residential units and luxury retail centre in
One Central, our joint venture development in the heart of the
Macau Peninsula, continues on track. One Central will comprise some
37,000 sq. m. of luxury retail space together with a Mandarin Oriental
hotel, serviced apartments and 137,000 sq. m. of residential
apartments. The retail space is currently some 70% pre-committed.
Our other commercial investment properties are located in Hanoi,
Jakarta, Bangkok and Bermuda. Our two buildings in Hanoi are fully
let at the highest rents in that market. Jakarta Land’s portfolio is
achieving occupancy levels of over 95% also at good rents. In Bangkok,
our 49%-owned luxury retail centre and office development, Gaysorn,
continues to face difficult trading conditions. In Bermuda, Jardine
Gibbons Property, in which Hongkong Land has a 40% interest, owns
four small commercial buildings in the commercial centre of Hamilton
which are fully let.
at 31st December 2008
Credit Suisse
JPMorgan
KPMG
Morgan Stanley
PricewaterhouseCoopers
Top five retail tenants
(in alphabetical order)
at 31st December 2008
Dickson Concepts
Giorgio Armani
Gucci
Louis Vuitton
Richemont Group
8 Hongkong Land
Residential Property
The residential business recorded a breakeven result in 2008. Profits were recognised
upon the completion and handover of Phase IV of Central Park in Beijing, Phase I of
Bamboo Grove in Chongqing, and MCL Land’s projects, Mera Springs and The Esta in
Singapore. The overall result was, however, negatively impacted by an impairment
provision of US$140 million, being Hongkong Land’s share of a write-down by
MCL Land of the value of some of its development properties in Singapore.
Construction of the Group’s two residential projects in Hong Kong, The Sail at Victoria
and Tai Hang Road, is progressing well and completion is due in 2009 and 2010,
respectively. The local residential property market, particularly at the luxury end, has
softened considerably since the middle of 2008.
In One Central, Macau, the 796 unit residential units have been over 97% pre-sold and
are on schedule for completion in the second half of 2009. Completion of the hotel will
take place in the first half of 2010, as will the completion of 98 serviced apartments
which have not yet been launched for sale.
In Singapore, construction of Marina Bay Residences, the residential component of
Phase I of the MBFC, is on schedule for completion and handover to buyers in 2010.
Phase II of the MBFC will also incorporate a tower of residential apartments, Marina Bay
Suites, although construction of this tower has not yet commenced.
In mainland China, the first phase of the Park Life development in Shenyang, in which
the Group has a 30% interest, completed during 2008. Subsequent phases of Park Life
and a second site in Shenyang in which the Group also has a 30% interest are under
master planning. In Chongqing, construction of Phase II of Bamboo Grove comprising
some 964 units is progressing well, with completion and handover scheduled for the
second half of 2009 and the first half of 2010. Some 65% of the units in Phase II have
been pre-sold, despite difficult market conditions.
MCL Land
MCL Land completed three projects in 2008, The Grange, Mera Springs and The Esta.
Its results were, however, negatively impacted by a write-down in the values of some of
its development properties in Singapore. The construction is in progress of three projects
scheduled for completion in 2009 and a further two scheduled for completion in 2010.
These projects are nearly 100% pre-sold, giving MCL Land a good pipeline of profits that
will be recognised upon completion. The residential property market in Singapore, like
those elsewhere in the region, has slowed. ‘D’Pavilion’ and ‘The Peak@Balmeg’ were
launched during the year and the number of the units being pre-sold at the year end
was 28% and 25%, respectively. MCL Land completed the acquisitions of three
development sites in 2008, the total cost of which was US$240 million.
Annual Report 2008 9
Chief Executive’s Review
Finance and Corporate Activities
The Group repurchased 45.9 million of its own shares during the year at a total cost of
US$120 million with the effects of enhancing both earnings per share and net asset
value per share. The Group’s financial position remains healthy. At the end of 2008
adjusted gearing was 19% with net debt at US$2.6 billion, up from US$2.4 billion at the
end of 2007. The Group did not have any major re-financing requirements during the
year, and its liquidity remains strong with no significant re-financing requirements
until 2011.
Outlook
The outlook at the end of 2008 is more uncertain than it has been for some years as the
full effects of the global economic downturn start to be felt across Asia. Although
commercial property markets are becoming more difficult in Hong Kong and other
centres in which the Group has operations, our commercial property business remains in
good health underpinned by its high quality tenant base. Additionally, our commercial
property projects under development in Singapore and Macau are proceeding on track
and will strengthen further our commercial revenues in the coming years. Residential
property markets in the region have also slowed, although the Group’s projects that will
complete in Hong Kong, mainland China, Singapore and Macau will add an additional
earnings stream in the years ahead.
While global economic conditions are expected to remain volatile and uncertain for
some time, the Group’s strong financial position places it in a good position to weather
the difficult markets that we are now facing.
Y K Pang
Chief Executive
5th March 2009
10 Hongkong Land
Financial Review
Financial Markets’ Review
Global banking and financial markets experienced a turbulent year,
particularly in the second half following the bank failures and bail outs
in the United States and Europe in September. The Hang Seng Index
ended the year at 14,387 points, down 48% from the end of 2007.
Reductions in liquidity in the banking and bond markets resulted in
greatly reduced funding availability and increases in credit spreads.
While Central Banks have implemented various measures, including
reductions in benchmark interest rates and financial stimulus packages
to ease the financial crisis and to boost economic activity, market
conditions will remain challenging throughout 2009.
Results
There have been no changes in the accounting policies adopted by the
Group during 2008.
Underlying earnings for the year rose 9% to US$375 million from
US$345 million recorded in 2007. Underlying earnings per share rose
slightly more to US¢16.41 from US¢15.02 in 2007 benefitting from
the repurchase of 2% of the Group’s own shares. A loss attributable
to shareholders of US$109 million (2007: profit of US$2,840 million)
was recorded after a US$486 million decrease in the fair value of
investment properties (including those in joint ventures and associates)
net of deferred tax.
Overall, net rental income from commercial properties was 29% higher
than in 2007. In the Group’s Hong Kong Central office portfolio
average effective rents increased from US$6.33 psf in 2007 to
US$8.52 psf in 2008, while occupancy at the end of 2008 was 97.4%,
marginally lower than 98.0% at the end of 2007. In the Group’s Hong
Kong Central retail portfolio average effective rents increased from
US$14.99 psf in 2007 to US$16.54 psf in 2008, and at the end of the
year the portfolio was fully occupied (also fully occupied at the end
of 2007).
The Group’s residential property business recorded a breakeven result
in 2008 down from a US$73 million contribution to underlying profit
Net debt as a percentage of
adjusted equity*
Net debt
Adjusted equity*
in 2007. The results from the completions of Phase IV of Central Park
25%
22%
21%
17%
19%
in Beijing, Phase I of Bamboo Grove in Chongqing and MCL Land’s
Mera Springs and The Esta were offset by Hongkong Land’s
US$140 million share of write-down of development properties by
MCL Land.
’04
’05
’06
’07
’08
* Excludes deferred tax on revaluation surpluses of
investment properties that would not be payable
if the properties were sold
(cid:23)
(cid:23)
(cid:27)
(cid:24)
(cid:31)
(cid:28)
(cid:25)
Annual Report 2008 11
(cid:22)(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
Financial Review
Net financing charges reduced from US$50 million in 2007 to
US$45 million in 2008, largely due to lower interest rates. Average
borrowing costs were 3.6% compared with 4.5% in 2007. Interest
cover, calculated as the underlying operating profit which includes
share of joint ventures results divided by net financing charges, was
strong at 10.7 times (2007: 9.3 times).
Dividends
The Board is recommending a final dividend of US¢7.00 per share
(2007: US¢9.00 per share) giving a total dividend payable for the year
of US¢13.00 per share, unchanged from 2007. The final dividend is
payable on 13th May 2009 to those persons registered as shareholders
at the close of business on 20th March 2009. The dividends are payable
in cash.
Cash Flow
Year-end debt summary
US$ convertible bonds
US$ bonds
US$ bank loans
HK$ bank loans
S$ bonds
S$ bank loans
Gross debt
Cash
2008
US$m
2007
US$m
358
1,184
349
1,119
3 3
809
493
873
739
483
842
3,720
1,119
3,535
1,104
With strong rental income from the Group’s investment properties and
receipt of progress payments from the Group’s development projects
in Singapore, recurring cash flow (cash flow from operating activities
less major renovations expenditure) of US$501 million in 2008 was
US$119 million higher than that in 2007. This cash flow was largely
applied towards the payment of dividends (US$349 million), capital
expenditure on developments and joint ventures (US$127 million),
and share repurchases (US$120 million).
As a result, the Group’s net debt at the end of 2008 was US$2,601
million, up US$170 million from US$2,431 million at the end of 2007.
Net gearing calculated on adjusted equity, which excludes deferred tax
provisions on revaluation surpluses of investment properties, was
Net debt
2,601
2,431
19%, compared with 17% at the end of 2007 due to the higher net
debt and lower adjusted shareholders’ funds resulting from the
decrease in the value of investment properties.
Investment Properties’ Valuation
In preparing the Group’s financial statements under International
Financial Reporting Standards (‘IFRS’), the fair value model for
investment properties has been adopted. In accordance with this
model, the Group’s leasehold investment properties have been included
at their open market value as determined by independent valuers. In
the territories where the Group has significant leasehold investment
12 Hongkong Land
properties, no capital gains tax would be payable on the sale of these
Debt profile as at
properties. In relation to leasehold investment properties, however,
31st December 2008 (%)
IFRS require deferred tax on any revaluation amount to be calculated
using income tax rates. This is in contrast to the treatment for the
revaluation element of freehold properties where IFRS require capital
gains tax rates to be used.
As Management considers that the Group’s long-term leasehold
properties have very similar characteristics to freehold property, the
adjusted shareholders’ funds and adjusted net asset value per share
information is presented on the basis that would be applicable if the
leasehold properties were freehold. The adjustments made add back
the deferred tax provided in the financial statements that would not
be payable if the properties were sold.
The revaluation deficit for 2008 of US$719 million, which includes the
Group’s shares in joint ventures, resulted largely from higher
capitalisation rates. The deferred tax credit required by IFRS in
relation to this revaluation deficit is US$233 million. The revaluation
deficit and the associated deferred tax credit have been taken to the
profit and loss account in accordance with IFRS as set out above. At
(cid:23)(cid:22)(cid:22)
the end of the year, the Group’s commercial investment properties
portfolio (including the Group’s share of investment properties in
joint ventures) was valued at US$14,525 million, down by 4% from
US$15,075 million at the end of 2007.
Excluding the deferred tax provision on the revaluation surpluses of
(cid:30)(cid:22)
(cid:28)(cid:22)
(cid:26)(cid:22)
investment properties, the Group’s adjusted net asset value per share
(cid:24)(cid:22)
decreased by 3% to US$5.92 at the end of 2008 from US$6.12 at
the end of 2007.
(cid:22)
Financial Risk Management and Treasury Activities
The Group manages its treasury activities within established risk
management objectives and policies using a variety of techniques and
instruments. The main objectives are to manage exchange, interest
rate and liquidity risks and to provide a degree of certainty about costs.
The Group’s Treasury operations are managed as cost centres, and
derivatives are employed for hedging purposes only. Appropriate
credit guidelines are in place to manage counterparty credit risk.
Interest
rate
51
49
Fixed
Rate
Floating
Rate
Currency
Maturity
10
37
53
US$
S$
HK$
22
69
6
3
> 5 years
2-5 years
1-2 years
<1 year
Annual Report 2008 13
Financial Review
Committed facility maturity as
When economically sensible to do so, borrowings are taken in local
at 31st December 2008 (US$m)
currencies to hedge foreign currency exposures on investments.
A portion of borrowings is denominated in fixed rates. Adequate
1,990
headroom in committed facilities is maintained to facilitate the Group’s
capacity to pursue new investment opportunities.
1,247
A review of the principal risks and uncertainties facing the Company is
set out on page 62.
520
596
Funding
259
’09
’10
’11
’12
’13 &
beyond
(cid:24)(cid:22)(cid:22)(cid:22)
(cid:23)(cid:27)(cid:22)(cid:22)
(cid:23)(cid:22)(cid:22)(cid:22)
(cid:27)(cid:22)(cid:22)
(cid:22)
Global credit markets were volatile during 2008 with significant
increases in credit spreads, particularly in the second half of the year.
The Group, however, continues to maintain a healthy funding and
liquidity position. While the Group did not have any major refinancing
requirements in 2008, a number of new bilateral banking facilities
were established to further strengthen its funding position.
As at 31st December 2008, the Group had total financing facilities of
US$5.0 billion (2007: US$4.8 billion), of which 95% was committed
(2007: 95%). At that date, 79% of the committed facilities
were drawn. Of the Group’s committed facilities, 43% are sourced
from the capital markets and 57% from the banking market. The
average facility maturity at 31st December 2008 was 3.6 years
(2007: 4.4 years). At the year end the Group held cash deposits of
US$1,119 million (2007: US$1,104 million). Total liquidity calculated
as committed facility headroom plus surplus cash on deposit was
US$2,102 million (2007: US$2,120 million).
During the year, Standard & Poor’s and Moody’s affirmed their
long-term credit ratings for Hongkong Land Holdings Limited at BBB+
and Baa1, respectively. Standard & Poor’s revised its BBB+ rating
outlook of the Group to stable from positive following its review
of the commercial property market. Moody’s continues to maintain a
stable outlook on its Baa1 rating.
Geoffrey M Brown
Chief Financial Officer
5th March 2009
14 Hongkong Land
Directors’ Profiles
Simon Keswick Chairman
Henry Keswick
Mr Simon Keswick has been a Director of the Group’s holding
Mr Henry Keswick first served on the Board of the Group’s holding
company since 1983. He was Chairman from 1983 to 1988 and was
company between 1970 and 1975 and was re-appointed a Director
subsequently re-appointed in 1989. He joined the Jardine Matheson
in 1988. He is chairman of Jardine Matheson, having first joined the
group in 1962 and is also chairman of Dairy Farm and Mandarin
group in 1961, and is also chairman of Jardine Strategic. He is a
Oriental, and a director of Jardine Lloyd Thompson, Jardine Matheson
director of Dairy Farm, Mandarin Oriental and Rothschilds
and Jardine Strategic.
Continuation Holdings. He is also vice chairman of the Hong Kong
A J L Nightingale* Managing Director
Mr Nightingale joined the Board and was appointed as Managing
Association.
R C Kwok
Director in 2006. He has served in a number of executive positions
Mr Kwok is a Chartered Accountant and has been a Director of the
since joining the Jardine Matheson group in 1969. He is chairman of
Group’s holding company since 1981. He joined the Jardine Matheson
Jardine Cycle & Carriage, Jardine Matheson Limited, Jardine Motors
group in 1964 and is a director of Jardine Matheson Limited, Dairy
and Jardine Pacific and a commissioner of Astra. He is also managing
Farm, Jardine Matheson, Jardine Strategic and Mandarin Oriental.
director of Dairy Farm, Jardine Matheson, Jardine Strategic and
Mandarin Oriental. Mr Nightingale is chairman of the Business
Facilitation Advisory Committee established by the Financial Secretary
in Hong Kong, a council member of the Hong Kong Trade Development
Council and the Employers’ Federation of Hong Kong, a Hong Kong
representative to the APEC Business Advisory Council and a member
of the Greater Pearl River Delta Business Council.
Y K Pang* Chief Executive
Mr Pang joined the Board and was appointed Chief Executive of the
Group in 2007. He has previously held a number of senior executive
positions in the Jardine Matheson group, having first joined in 1984.
He is also chairman of MCL Land and Jardine Matheson (China)
Limited, and is a director of Jardine Matheson Limited. He is a general
committee member of the Hong Kong General Chamber of
Commerce.
Charles Allen-Jones
Mr Allen-Jones joined the Board in 2001. He was formerly senior
partner of Linklaters, where he had been a partner for 33 years until
2001. Mr Allen-Jones is also a non-executive director of Jardine
Strategic and Caledonia Investments, a member of the Financial
Reporting Review Panel and vice chairman of the Council of the Royal
College of Art.
Mark Greenberg
Mr Greenberg joined the Board in 2006. He is group strategy director
of Jardine Matheson. He had previously spent 16 years in investment
banking with Dresdner Kleinwort Wasserstein in London. He is also a
director of Jardine Matheson Limited, Dairy Farm, Jardine Cycle &
Carriage and Mandarin Oriental and a commissioner of Astra and
Bank Permata.
Jenkin Hui
Lord Leach of Fairford
Lord Leach has been a Director of the Group’s holding company since
1985. He is deputy chairman of Jardine Lloyd Thompson, and a
director of Dairy Farm, Jardine Matheson, Jardine Strategic, Mandarin
Oriental and Rothschilds Continuation Holdings. He joined the Jardine
Matheson group in 1983 after a career in banking and merchant
banking.
Dr Richard Lee
Dr Lee joined the Board in 2003. Dr Lee’s principal business interests
are in the manufacturing of textiles and apparel in Southeast Asia,
and he is the chairman of TAL Apparel. He is also a director of Jardine
Matheson and Mandarin Oriental.
Lord Powell of Bayswater KCMG
Lord Powell rejoined the Board in June 2008, having first served as a
Director between 1992 and 2000. He was previously Private Secretary
and adviser on foreign affairs and defence to British Prime Ministers,
Baroness Thatcher and Rt Hon John Major. He is a director of
Caterpillar, LVMH Moët Hennessy Louis Vuitton, Matheson & Co,
Mandarin Oriental, Capital Generation Partners, Textron Corporation,
Schindler Holdings, Northern Trust Global Services, Yell Group and
Magna Holdings. He is co-chairman of the UK Government’s Asia
Task Force and was previously president of the China-Britain Business
Council and chairman of the Singapore-British Business Council.
Percy Weatherall
Mr Weatherall joined the Board in 1994 and was Managing Director
from 2000 to 2006. He held a number of senior positions since first
joining the Jardine Matheson group in 1976 until his retirement from
executive office in 2006. He is also a director of Dairy Farm, Jardine
Matheson, Jardine Strategic and Mandarin Oriental.
Mr Hui joined the Board in 1994 and is a director of Jardine Matheson,
Jardine Strategic, Central Development and a number of property
and investment companies.
* Executive Director
Annual Report 2008 15
Consolidated Profit and Loss Account
for the year ended 31st December 2008
Revenue
Cost of sales
Gross profit
Other income
Administrative and other expenses
(Decrease)/increase in fair value of
investment properties
Asset impairment provisions, reversals
and disposals
Operating (loss)/profit
Financing charges
Financing income
Net financing charges
Share of results of joint ventures
(Loss)/profit before tax
Tax
(Loss)/profit after tax
Attributable to:
Shareholders of the Company
Minority interests
Underlying
business
performance
Note
US$m
5
6
1,022.3
(574.3 )
448.0
0.8
(53.0 )
395.8
2008
Non-
trading
items
US$m
–
–
–
–
–
–
Underlying
business
performance
US$m
2007
Non-
trading
items
US$m
Total
US$m
1,022.3
(574.3 )
448.0
0.8
(53.0 )
933.2
(442.2 )
491.0
0.6
(52.2 )
395.8
439.4
Total
US$m
933.2
(442.2 )
491.0
0.6
(52.2 )
439.4
–
–
–
–
–
–
12
12
7
8
9
10
–
(698.9 )
(698.9 )
–
2,588.9
2,588.9
–
1.8
1.8
–
9.4
9.4
395.8
(697.1 )
(301.3 )
439.4
2,598.3
3,037.7
(116.3 )
71.8
(44.5 )
81.3
–
–
–
(16.4 )
(116.3 )
71.8
(44.5 )
64.9
(138.5 )
88.5
(50.0 )
24.0
–
–
–
362.6
(138.5 )
88.5
(50.0 )
386.6
432.6
(81.1 )
(713.5 )
228.6
(280.9 )
147.5
413.4
2,960.9
3,374.3
(56.2 )
(463.2 )
(519.4 )
351.5
(484.9 )
(133.4 )
357.2
2,497.7
2,854.9
375.1
(23.6 )
(484.5 )
(0.4 )
(109.4 )
(24.0 )
344.7
2,494.9
2,839.6
12.5
2.8
15.3
351.5
(484.9 )
(133.4 )
357.2
2,497.7
2,854.9
(Loss)/earnings per share
11
– basic
– diluted
US¢
(4.79 )
(4.79 )
US¢
123.72
119.18
16 Hongkong Land
Consolidated Balance Sheet
at 31st December 2008
Net operating assets
Tangible assets
Investment properties
Others
Joint ventures
Other investments
Deferred tax assets
Pension assets
Non-current debtors
Non-current assets
Properties for sale
Current debtors
Bank balances
Current assets
Current creditors
Current borrowings
Current tax liabilities
Current liabilities
Net current assets
Long-term borrowings
Deferred tax liabilities
Non-current creditors
Total equity
Share capital
Revenue and other reserves
Shareholders’ funds
Minority interests
Approved by the Board of Directors on 5th March 2009
A J L Nightingale
Y K Pang
Directors
Note
13
14
15
16
17
19
18
19
20
21
22
22
16
21
23
24
2008
US$m
2007
US$m
13,702.7
14.8
13,717.5
1,797.5
–
4.5
6.1
101.9
14,260.6
12.3
14,272.9
1,653.9
17.5
2.6
17.3
36.7
15,627.5
16,000.9
838.9
289.2
1,119.0
895.0
414.2
1,104.0
2,247.1
2,413.2
(668.8 )
(95.4 )
(58.2 )
(822.4 )
1,424.7
(3,624.1 )
(1,992.9 )
(26.8 )
(659.2 )
(140.9 )
(43.2 )
(843.3 )
1,569.9
(3,393.9 )
(2,207.2 )
(12.6 )
11,408.4
11,957.1
224.9
11,088.4
11,313.3
95.1
229.5
11,603.5
11,833.0
124.1
11,408.4
11,957.1
Annual Report 2008 17
Consolidated Statement of Recognised Income and Expense
for the year ended 31st December 2008
Net exchange translation differences
Actuarial (losses)/gains on defined benefit pension plans
Gains on revaluation of other investments
(Losses)/gains on cash flow hedges
Tax credit/(charge) on items taken directly to equity
Net income recognised directly in equity
Revaluation gains of other investments transferred to consolidated profit and loss account
Transfer to consolidated profit and loss account in respect of cash flow hedges
(Loss)/profit after tax
2008
US$m
72.3
(12.1 )
–
(0.6 )
3.8
63.4
(6.1 ) –
(3.6 )
(133.4 )
2007
US$m
33.1
2.8
1.4
7.1
(1.3 )
43.1
5.5
2,854.9
Total recognised income and expense for the year
(79.7 )
2,903.5
Attributable to:
Shareholders of the Company
Minority interests
(55.7 )
(24.0 )
2,888.2
15.3
(79.7 )
2,903.5
18 Hongkong Land
Consolidated Cash Flow Statement
for the year ended 31st December 2008
Operating activities
Operating (loss)/profit
Depreciation
Provision on properties for sale
Decrease/(increase) in fair value of investment properties
Asset impairment provisions, reversals and disposals
Increase in properties for sale
Decrease/(increase) in debtors, prepayments and others
Increase in creditors and accruals
Interest received
Interest and other financing charges paid
Tax paid
Dividends received
Cash flows from operating activities
Investing activities
Major renovations expenditure
Developments capital expenditure
Investments in and loans to joint ventures
Disposal of joint ventures and other investments
Disposal of investment and other properties
Cash flows from investing activities
Financing activities
Drawdown of bank loans
Repayment of bank loans
Repurchase of shares
Capital contribution from minority shareholders
Dividends paid by the Company
Dividends paid to minority shareholders
Cash flows from financing activities
Effect of exchange rate changes
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at 1st January
Note
7
2008
US$m
(301.3 )
1.7
180.2
698.9
(1.8 )
(159.9 )
159.0
6.6
68.8
(109.3 )
(62.3 )
50.4
531.0
(29.8 )
(15.0 )
(111.5 )
–
–
(156.3 )
391.5
(291.4 )
(119.7 ) –
2.0
(343.1 )
(6.3 )
(367.0 )
6.5
2007
US$m
3,037.7
0.9
–
(2,588.9 )
(9.4 )
(59.2 )
(197.9 )
279.9
88.8
(126.7 )
(32.0 )
11.1
404.3
(22.2 )
(23.5 )
(316.8 )
7.6
188.9
(166.0 )
407.5
(454.0 )
–
(251.1 )
(3.6 )
(301.2 )
2.1
14.2
1,102.9
(60.8 )
1,163.7
Cash and cash equivalents at 31st December
27
1,117.1
1,102.9
Annual Report 2008 19
Notes to the Financial Statements
IAS 19 (Amendment) ‘Employee Benefits’ (effective from
1st January 2009) is part of the 2008 improvement project.
It clarifies the distinction between curtailments and negative
past service costs under a defined benefit plan.
IAS 38
(Amendment)
‘Intangible Assets’
(effective from
1st January 2009) is part of the 2008 improvement project.
It clarifies that expenditure on advertising and other promotional
activities must be recognised in the period in which the entity
obtains the right to access the advertising or promotional
material.
Amendment to IAS 39 ‘Eligible Hedged Items’ (effective from
1st July 2009) clarifies how the principles that determine
whether a hedged risk or portion of cash flows is eligible for
designation should be applied in particular situations.
IFRIC 15 ‘Agreements for the Construction of Real Estate’
(effective from 1st January 2009) provides guidance in
determining whether an agreement for the construction of real
estate is within the scope of IAS 11 ‘Construction Contracts’ or
IAS 18 ‘Revenue’.
IFRIC 16 ‘Hedges of a Net Investment in a Foreign Operation’
(effective from 1st October 2008) addresses the nature of the
hedged risk and amount of the hedged item for which a hedging
relationship may be designated in the consolidated financial
statements of a parent entity.
IFRIC 17 ‘Distributions of Non-cash Assets to Owners’ (effective
from 1st July 2009) requires that a non-cash dividend payable
should be recognised when the dividend is appropriately
authorised and is no longer at the discretion of the entity. The
dividend should be measured at the fair value of the net assets
to be distributed. Any difference between the dividend paid and
the carrying amount of the net assets distributed should be
included in profit or loss.
Standards, amendments and interpretations effective
after 2008 which are relevant to the Group’s operations
and yet to be adopted
IFRS 3 ‘Business Combinations’ (effective from 1st July 2009),
which replaces IFRS 3 (as issued in 2004) and the related
amendment to IAS 27 ‘Consolidated and Separate Financial
Statements’ (effective from 1st July 2009) provide guidance for
applying the acquisition method for business combinations. The
major changes from the existing standards include: the
immediate expensing of all acquisition costs, the inclusion in the
cost of acquisition of the fair value at acquisition date of any
contingent purchase consideration, the removal of the
requirement to measure at fair value every asset and liability at
1 Principal Accounting Policies
a. Basis of preparation
The financial statements have been prepared in accordance
with
International Financial Reporting Standards
(‘IFRS’),
including
International Accounting Standards
(‘IAS’) and
Interpretations adopted by the
International Accounting
Standards Board. The financial statements have been prepared
under the historical cost convention except as disclosed in the
accounting policies below.
Interpretations effective in 2008 which are relevant to the
Group’s operations
IFRIC 11 ‘IFRS 2 – Group and Treasury Share Transactions’
provides guidance on whether share-based payment transactions
involving treasury shares or involving entities within a group
should be accounted for as equity-settled or cash-settled share-
based transactions in the separate financial statements of the
entities.
IFRIC 14 ‘IAS 19 – The Limit on a Defined Benefit Asset, Minimum
Funding Requirements and their Interaction’ provides guidance
on assessing the limit in IAS 19 on the amount of surplus that
can be recognised as an asset under a defined benefit plan. It
also explains how the pension asset or liability may be affected
by a statutory or contractual minimum funding requirement.
The adoption of the above interpretations do not have a material
impact on the Group’s financial statements.
Standards, amendments and interpretations effective
after 2008 which are relevant to the Group’s operations
but will have no material impact on the Group’s accounting
policies
IAS 23 ‘Borrowing Costs’ (effective from 1st January 2009)
supersedes IAS 23 (as revised in 1993) and requires the
capitalisation of borrowing costs relating to qualifying assets.
Amendments to IFRS 2 ‘Vesting Conditions and Cancellations’
(effective from 1st January 2009) restrict vesting conditions to
service conditions and performance conditions, and specify that
a failure to meet a non-vesting condition, whether by the entity
or by the counterparty, should be treated as a cancellation.
IAS 16 (Amendment) ‘Property, Plant and Equipment’ and the
consequential amendment to IAS 7 ‘Statement of Cash Flows’
(effective from 1st January 2009) is part of the 2008 improvement
project. It specifies that entities whose ordinary activities include
renting and subsequently selling the same items of property,
plant and equipment should recognise revenue from both
renting and selling the assets. The cash flows arising from
purchase, rental and sale of those assets are classified as cash
flows from operating activities.
20 Hongkong Land
each step in a step acquisition for the purposes of calculating
investment property. The Group will apply the amendment from
goodwill, and changes in a parent’s ownership interest in a
1st January 2009, but it is not expected to have any significant
subsidiary that do not result in the loss of control should be
impact on the results of the Group.
accounted for as equity transactions. The Group will apply
IFRS 3 and IAS 27 (as amended in 2008) from 1st January 2010
and will revise its accounting policy on business combinations
accordingly.
IFRIC 13 ‘Customer Loyalty Programmes’ (effective from 1st July
2008) addresses the accounting by entities that grant loyalty
award credits to customers who buy goods or services. It requires
that the consideration receivable from the customer is allocated
IFRS 8 ‘Operating Segments’ (effective from 1st January 2009)
between the separately identifiable components of the sale
supersedes IAS 14 ‘Segment Reporting’ and requires the
transaction using fair values. The Group will apply IFRIC 13 from
reporting of financial and descriptive information about an
1st January 2009, but it is not expected to have any significant
entity’s reportable segments on the basis of internal reports that
impact on the results of the Group.
are regularly reviewed by its management. The Group will apply
IFRS 8 from 1st January 2009. There will be no change in the
Group’s reportable segments as they are consistent with the
internal reporting provided to management.
The principal operating subsidiaries and joint ventures have
different functional currencies in line with the economic
environments of the locations in which they operate. The
functional currency of the Company is United States Dollars.
IAS 1 ‘Presentation of Financial Statements’ (effective from
The consolidated financial statements are presented in United
1st January 2009) replaces IAS 1 (as revised in 2003 and
States Dollars.
amended in 2005) and sets overall requirements for the
presentation of financial statements, guidelines for their
structure and minimum requirement for their content. The
Group will apply IAS 1 from 1st January 2009.
Amendments to IFRS 1 and IAS 27 ‘Cost of an Investment in a
Subsidiary, Jointly Controlled Entity or Associate’ (effective from
1st January 2009) remove the definition of the cost method
The Group’s reportable segments are set out in Note 4.
b. Basis of consolidation
The consolidated financial statements include the financial
statements of the Company, its subsidiaries and joint ventures
on the basis set out below.
from IAS 27 and allow an entity to recognise a dividend from
i) Subsidiaries
subsidiary, jointly controlled entity or associate in profit and loss
Subsidiaries are entities over which the Group has control.
in its separate financial statements when its right to receive the
Control is the power to govern the financial and operating
dividend is established. The Group will apply amendments to
policies of an entity so as to obtain benefits from its
IFRS 1 and IAS 27 from 1st January 2009. There will be no
activities. The results of subsidiaries are included or excluded
impact on the consolidated financial statements as the changes
from their effective dates of acquisition or disposal
only affect the separate financial statements of the investing
respectively.
entity.
All material intercompany transactions, balances and
IFRS 5 (Amendment) ‘Non-current Assets Held for Sale and
unrealised surpluses and deficits on transactions between
Discontinued Operations’ (effective from 1st July 2009) is part
group companies have been eliminated.
of the 2008 improvement project. It specifies that if a sale plan
involving loss of control of a subsidiary meets the held-for-sale
criteria, the assets and liabilities of the subsidiary should be
reclassified and accounted for as a disposal group in accordance
Minority interests represent the proportion of the results
and net assets of subsidiaries and their joint ventures not
attributable to the Group.
with IFRS 5. The Group will apply the amendment from
ii) Joint ventures
1st January 2010 and only the disclosure and presentation of
Joint ventures are entities where the Group has a contractual
financial information will be affected.
arrangement with third parties to undertake an economic
IAS 40 (Amendment) ‘Investment Property’ (effective from
activity which is subject to joint control.
1st January 2009) is part of the 2008 improvement project.
Joint ventures are included on the equity basis of accounting.
It requires property that is being constructed or developed for
The results of joint ventures are included or excluded from
future use as investment property should be classified as
their effective dates of acquisition or disposal respectively.
Annual Report 2008 21
Notes to the Financial Statements
1 Principal Accounting Policies continued
b. Basis of consolidation continued
iii) Goodwill
Goodwill and fair value adjustments arising on acquisition of a
foreign entity after 1st January 2003 are treated as assets and
liabilities of the foreign entity and translated into United States
Dollars at the rate of exchange ruling at the year end.
Goodwill represents the excess of the cost of an acquisition
over the fair value of the Group’s share of the net identifiable
assets of the acquired subsidiary or joint venture at the
effective date of acquisition, and, in respect of an increase
in holding in subsidiary, the excess of the cost of acquisition
over the carrying amount of the proportion of the minority
interests acquired. If the cost of acquisition is less than the
fair value of the net assets acquired or the carrying amount
of the proportion of the minority interest acquired, the
difference is recognised directly in the consolidated profit
and loss account. Goodwill on acquisitions of joint ventures
is included in investment in joint ventures. Goodwill is
allocated to cash-generating units for the purpose of
impairment testing and is carried at cost less accumulated
impairment losses.
The profit or loss on disposal of subsidiaries and joint
ventures includes the carrying amount of goodwill relating
to the entity sold.
c. Foreign currencies
Transactions in foreign currencies are accounted for at the
exchange rates ruling at the transaction dates.
Assets and liabilities of subsidiaries and joint ventures together
with all other monetary assets and liabilities expressed in
currencies other than United States Dollars are translated into
United States Dollars at the rates of exchange ruling at the year
end. Results expressed in currencies other than United States
Dollars are translated into United States Dollars at the average
rates of exchange ruling during the year, which approximates
the exchange rates at the dates of the transactions.
Exchange differences arising from the retranslation of the net
investment in foreign subsidiaries and joint ventures, and of
financial instruments which are designated as hedges of such
investments, are taken directly to exchange reserve. On the
disposal of these investments, such exchange differences are
recognised in the consolidated profit and loss account as part of
the profit or loss on disposal. Exchange differences on available-
for-sale investments are dealt with in reserves as part of the
gains and losses arising from changes in their fair value. All
other exchange differences are dealt with in the consolidated
profit and loss account.
d. Impairment
Assets that have indefinite useful lives are not subject to
amortisation, and are tested for impairment annually and
whenever there is an indication that the assets may be impaired.
Assets that are subject to amortisation are reviewed for
impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
Cash-generating units to which goodwill has been allocated are
tested for impairment annually and whenever there is an
indication that the units may be impaired. An impairment loss is
recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount, which is the higher of an
asset’s fair value less costs to sell and value in use. For the
purpose of assessing impairment, assets are grouped at the
lowest level for which there is separately identifiable cash flow.
e. Properties
i)
Investment properties
Investment properties are properties held for long-term
rental yields. Properties under operating leases which are
held for long-term rental yields are classified and accounted
for as investment properties. Investment properties are
carried in the balance sheet at fair value, representing open
market value determined annually by independent qualified
valuers who have relevant experience in the location and
category of the investment property being valued. The
market value of each property is calculated on the net
income allowing for reversionary potential. Changes in fair
values are recorded in the consolidated profit and loss
account.
The cost of maintenance, repairs and minor equipment is
charged to income as incurred; the cost of major renovations
and improvements is capitalised.
ii) Properties for sale
Properties for sale are stated at the lower of cost and net
realisable value.
iii) Other properties
Other properties are stated at cost after deduction of
depreciation set out in (g) below and provisions for
impairment.
22 Hongkong Land
f. Investments
Investments are classified by management as available for sale
or held to maturity on initial recognition. Available-for-sale
investments are shown at fair value. Gains and losses arising
from changes in the fair value are dealt with in reserves. On the
disposal of an investment or when an investment is determined
to be impaired, the cumulative gain or loss previously recognised
in reserves is included in the consolidated profit and loss
account. Held-to-maturity investments are shown at amortised
cost. Investments are classified under non-current assets unless
their maturities are within twelve months after the balance
sheet date.
At each balance sheet date, the Group assesses whether there
account and the amount of the loss is recognised in arriving at
operating profit. When a debtor is uncollectible, it is written off
against the allowance account. Subsequent recoveries of
amounts previously written off are credited to the consolidated
profit and loss account.
Debtors with maturities greater than twelve months after the
balance sheet date are classified under non-current assets.
i. Cash and cash equivalents
For the purpose of the cash flow statement, cash and cash
equivalents comprise deposits with bank and financial
institutions, and bank balances, net of bank overdrafts. In the
balance sheet, bank overdrafts are
included
in current
is objective evidence that an investment is impaired. In the case
borrowings.
of equity securities classified as available for sale, a significant or
prolonged decline in the fair value of the security below its cost
is considered as an indicator that the securities are impaired.
Results of investments are included to the extent of dividends
received when the right to receive such dividend is established.
All purchases and sales of investments are recognised on the
trade date, which is the date that the Group commits to
purchase or sell the investments.
j. Provisions
Provisions are recognised when the Group has present legal or
constructive obligations as a result of past events, it is probable
that an outflow of resources embodying economic benefits will
be required to settle the obligations, and a reliable estimate of
the amount of the obligations can be made.
k. Borrowings and borrowing costs
g. Depreciation
Depreciation of tangible fixed assets is calculated on the straight
line basis to allocate the cost or valuation of each asset to its
residual value over its estimated useful life. The residual values
and useful lives are reviewed at each balance sheet date. The
principal rates in use are as follows:
Building
Other assets
2%
10 – 33 1/3%
When the carrying amount of a tangible fixed asset is greater
than its estimated recoverable amount, it is written down
immediately to its recoverable amount. The profit or loss on
disposal of tangible fixed assets is recognised by reference to
their carrying amount.
h. Debtors
Debtors are measured at amortised cost using the effective
interest method except where the effect of discounting would
be immaterial. Provision for impairment is established when
there is objective evidence that the outstanding amounts will
not be collected. Significant financial difficulties of the debtor,
probability that the debtor will enter bankruptcy or financial
reorganisation, and default or delinquency in payments are
considered indicators that the debtor is impaired. The carrying
amount of the asset is reduced through the use of an allowance
Borrowings are initially recognised at fair value, net of transaction
costs incurred. In subsequent periods, borrowings are stated
either at amortised cost using the effective yield method or
adjusted for fair value when accounting for fair value hedges set
out in (o) below applies.
On the issue of convertible bonds, the fair value of the liability
portion is determined using a market interest rate for an
equivalent non-convertible bond; this amount is included in
long-term borrowings on the amortised cost basis until
extinguished on conversion or maturity of the bonds. The
remainder of the proceeds is allocated to the conversion option
which is recognised and included in shareholders’ funds.
Borrowings are classified under non-current liabilities unless
their maturities are within twelve months after the balance
sheet date.
Borrowing costs relating to major development projects are
capitalised until the asset is substantially completed. The
capitalisation rate is arrived at by reference to the actual rate
payable on borrowings for development purposes or, with
regard to that part of the development cost financed out of
general funds, to the average rate. Capitalised borrowing costs
are included as part of the cost of the asset. All other borrowing
costs are expensed as incurred.
Annual Report 2008 23
Notes to the Financial Statements
1 Principal Accounting Policies continued
l. Deferred tax
Deferred tax is provided, using the liability method, in respect of
all temporary differences arising between the tax bases of assets
and liabilities and their carrying values.
Provision for deferred tax is made on the revaluation of certain
non-current assets and, in relation to acquisitions, on the
difference between the fair values of the net assets acquired
and their tax base. Deferred tax is provided on temporary
differences associated with investments in subsidiaries and joint
ventures, except where the Group is able to control the reversal
of the temporary difference and it is probable that the temporary
difference will not reverse in the near future. Deferred tax assets
relating to carry forward of unused tax losses are recognised to
the extent that it is probable that future taxable profit will be
available against which the unused tax losses can be utilised.
m. Employee pension obligations
The Group operates a number of defined benefit and defined
contribution plans, the assets of which are held in trustee
administered funds.
Pension accounting costs for defined benefit plans are assessed
using the projected unit credit method. Under this method, the
costs of providing pensions are charged to the consolidated
profit and loss account spreading the regular cost over the
service lives of employees in accordance with the advice of
qualified actuaries, who carry out a full valuation of major plans
every year. The pension obligations are measured as the present
value of the estimated future cash outflows by reference to
market yields on high quality corporate bonds which have terms
to maturity approximating the terms of the related liability. Plan
assets are measured at fair value. Actuarial gains and losses are
recognised in full in the year in which they occur, outside the
consolidated profit and loss account, in the consolidated
statement of recognised income and expense.
The Group’s total contributions to the defined contribution
plans are charged to the consolidated profit and loss account in
the year to which they relate.
n. Derivative financial instruments
The Group only enters into derivative financial instruments in
order to hedge underlying exposures. Derivative financial
instruments are initially recognised at fair value on the date a
derivative contract is entered into and are subsequently re-
measured at their fair value. The method of recognising the
resulting gain or loss is dependent on the nature of the item
being hedged. The Group designates certain derivatives as
24 Hongkong Land
either a hedge of the fair value of a recognised asset or liability
(fair value hedge), or a hedge of a forecast transaction or of the
foreign currency risk on a firm commitment (cash flow hedge),
or a hedge of net investment in foreign entities.
i) Fair value hedge
Changes in the fair value of derivatives that are designated
and qualify as fair value hedges and that are highly effective,
are recorded in the consolidated profit and loss account,
along with any changes in the fair value of the hedged asset
or liability that is attributable to the hedged risk.
When a hedging instrument expires or is sold, or when a
hedge no longer meets the criteria for hedge accounting,
the cumulative adjustment to the carrying amount of a
hedge item for which the effective interest method is used
is amortised to the consolidated profit and loss account
over the residual period to maturity.
ii) Cash flow hedge
Changes in the fair value of derivatives that are designated
and qualify as cash flow hedges and that are highly effective,
are recognised in the hedging reserve. Where the forecast
transaction or firm commitment results in the recognition of
a non-financial asset or of a non-financial liability, the gains
and losses previously deferred in the hedging reserve are
transferred from hedging reserve and included in the initial
measurement of the cost of the asset or liability. Otherwise,
amounts deferred in the hedging reserve are transferred to
the consolidated profit and loss account and classified as
income or expense in the same periods during which the
hedged firm commitment or forecast transaction affects the
consolidated profit and loss account.
When a hedging instrument expires or is sold, or when a
hedge no longer meets the criteria for hedge accounting,
any cumulative gain or loss existing in hedging reserve at
that time remains in hedging reserve and is recognised
when the committed or forecast transaction ultimately is
recognised in the consolidated profit and loss account.
When a committed or forecast transaction is no longer
expected to occur, the cumulative gain or loss that was
reported in hedging reserve is immediately transferred to
the consolidated profit and loss account.
iii) Hedges of net investments in foreign entities
Hedges of net investments in foreign entities are accounted
for on a similar basis to that used for cash flow hedges. Any
gain or loss on the hedging instrument relating to the
effective portion of the hedge is recognised in exchange
reserve; the gain or loss relating to the ineffective portion is
recognised immediately in the consolidated profit and loss
account.
Certain derivative transactions, while providing effective
Items classified as non-trading items include fair value gains or
economic hedges under the Group’s risk management policies,
losses on revaluation of investment properties; gains and losses
do not qualify for hedge accounting under the specific rules in
arising from the sale of businesses, investments and properties;
IAS 39. Changes in the fair value of any derivative instruments
impairment of non-depreciable intangible assets and other
that do not qualify for hedge accounting under IAS 39 are
investments; provisions for the closure of businesses; and other
recognised immediately in the consolidated profit and loss
credits and charges of a non-recurring nature that require
account.
inclusion in order to provide additional insight into underlying
The fair values of derivatives, which are designated and qualify
as effective hedges are classified as non-current assets or
liabilities if the remaining maturities of the hedged assets
business performance.
t. Earnings per share
or liabilities are greater than twelve months after the balance
Basic earnings per share are calculated on profit attributable to
sheet date.
o. Financial guarantee contracts
Financial guarantee contracts under which the Group accepts
significant risk from a third party by agreeing to compensate
that party on the occurrence of a specified uncertain future
event are accounted for in a manner similar to insurance
contracts. Provisions are recognised when it is probable that the
Group has obligations under such guarantees and an outflow of
shareholders and on the weighted average number of shares in
issue during the year. For the purpose of calculating diluted
earnings per share, profit attributable to shareholders is adjusted
for the effects of the conversion of dilutive potential ordinary
shares, and the weighted average number of shares is adjusted
for the number of shares which are deemed to be issued on the
conversion of convertible bonds into ordinary shares.
2 Financial Risk Management
resources embodying economic benefits will be required to
a. Financial risk factors
settle the obligations.
p. Dividends
Dividends proposed or declared after the balance sheet date are
not recognised as a liability at the balance sheet date.
q. Revenue recognition
The Group’s activities expose it to a variety of financial risks:
market risk (including foreign exchange risk and interest rate
risk), credit risk and liquidity risk.
The Group’s treasury function co-ordinates, under the directions
of the Board of Hongkong Land Limited, financial risk
management policies and their implementation on a group-
wide basis. The Group’s treasury policies are designed to manage
Revenue is measured at the fair value of the consideration
the financial impact of fluctuations in interest rates and foreign
received and receivable and represents amounts receivable for
exchange rates, and to minimise the Group’s financial risks. The
goods and services provided in the normal course of business,
Group uses derivative financial instruments, principally interest
net of discounts and sales related taxes. Receipts under operating
rate swaps, caps and forward foreign exchange contracts as
leases are accounted for on an accrual basis over the lease
appropriate for hedging transactions and managing the Group’s
terms. Revenue from the sale of properties is recognised upon
assets and liabilities in accordance with the Group’s financial risk
the transfer of significant risks and rewards of ownership, which
management policies. Financial derivative contracts are executed
generally coincides with the time when the properties are
between third party banks and the Group entity that is directly
delivered to customers. Revenue from the rendering of services
exposed to the risk being hedged. Certain derivative transactions,
is recognised when services are performed, provided that the
while providing effective economic hedges under the Group’s
amount can be measured reliably.
r. Pre-operating costs
Pre-operating costs are expensed as they are incurred.
s. Non-trading items
Non-trading items are separately identified to provide greater
understanding of the Group’s underlying business performance.
risk management policies, do not qualify for hedge accounting
under the specific rules in IAS 39. Changes in the fair value of
any derivative instruments that do not qualify for hedge
accounting under IAS 39 are recognised immediately in the
consolidated profit and loss account. It is the Group’s policy not
to enter into derivative transactions for speculative purposes.
The notional amounts and fair values of derivative financial
instruments at 31st December 2008 are disclosed in Note 28.
Annual Report 2008 25
Notes to the Financial Statements
2 Financial Risk Management continued
a. Financial risk factors continued
i) Market risk
Foreign exchange risk
Entities within the Group are exposed to foreign exchange
risk from future commercial transactions, net investments in
foreign operations and net monetary assets and liabilities
that are denominated in a currency that is not the entity’s
functional currency.
Group companies are required to manage their foreign
exchange risk against their functional currency. To manage
their foreign exchange risk arising from future commercial
transactions entities in the Group use forward foreign
exchange contracts in a consistent manner to hedge firm
and anticipated foreign exchange commitments. The Group
does not usually hedge its net investments in foreign
operations except in circumstances where there is a material
exposure arising from a currency that is anticipated to be
volatile and the hedging is cost effective. Foreign currency
borrowings are required to be swapped into the entity’s
functional currency using cross currency swaps except
where the foreign currency borrowings are repaid with cash
flows generated in the same foreign currency. The purpose
of these hedges is to mitigate the impact of movements in
foreign exchange rates on assets and liabilities and the
profit and loss account of the Group. At 31st December
2008, there are no significant monetary balances held by
group companies that are denominated in a non-functional
currency. Currency risks as defined by IFRS 7 arise on
account of monetary assets and liabilities being denominated
in a currency that is not the functional currency, differences
resulting from the translation of financial statements into
the Group’s presentation currency are not taken into
consideration.
Interest rate risk
The Group is exposed to interest rate risk through the
impact of rate changes on interest bearing liabilities and
assets. These exposures are managed partly by using natural
hedges that arise from offsetting interest rate sensitive
assets and liabilities, and partly through the use of derivative
financial instruments such as interest rate swaps and caps.
The Group monitors interest rate exposure on a monthly
basis by currency and business unit taking into consideration
proposed financing and hedging arrangements. The Group’s
guideline is to maintain between 40% and 60% of its gross
borrowings and bank balances in fixed rate instruments. At
31st December 2008, 51% of the Group’s debt (2007:
48%) was hedged into fixed rate with an average fixed rate
26 Hongkong Land
tenor of 2.5 years (2007: 3.2 years). 37% of the Group’s
cash (2007: 40%) was held in fixed rate with tenor of
1.2 years (2007: 1.6 years). The interest rate profile of the
Group’s borrowings after taking into account hedging
transactions are set out in Note 22.
Cash flow interest rate risk is the risk that changes in market
interest rates will impact cash flows arising from variable
rate financial instruments. Borrowings at floating rates
therefore expose the Group to cash flow interest rate risk.
The Group manages this risk by using forward rate
agreements to a maturity of one year, and by entering into
interest rate swaps and caps for a maturity of up to five
years. Forward rate agreements and interest rate swaps
have the economic effect of converting borrowings from
floating rate to fixed rate, and caps provide protection
against a rise in floating rates above a pre-determined
rates.
Fair value interest rate risk is the risk that the value of a
financial asset or liability and derivative financial instrument
will fluctuate because of changes in market interest rates.
The Group manages its fair value interest rate risk by
entering into interest rate swaps which have the economic
effect of converting borrowings from fixed rates to floating
rate.
At 31st December 2008, if interest rates had been 100 basis
points higher/lower with all other variables held constant,
the Group’s profit after tax would have been US$2 million
(2007: US$1 million) higher/lower and hedging reserve
would have been US$12 million (2007: US$9 million)
higher/lower, as a result of fair value changes to cash flow
hedges. The sensitivity analysis has been determined
assuming that the change in interest rates had occurred at
the balance sheet date and had been applied to the
exposure to interest rate risk for both derivative and non-
derivative financial instruments in existence at that date.
There is no significant variation in the sensitivity analysis as
a result of interest rate caps. The 100 basis point increase
or decrease represents management’s assessment of a
reasonably possible change in those interest rates which
have the most impact on the Group, specifically the United
States, Hong Kong and Singapore rates, over the period
until the next annual balance sheet date. In the case of
effective fair value hedges, changes in fair value caused by
interest rate movements balance out in the profit and loss
account against changes in the fair value of the hedged
item. Changes in market interest rates affect the interest
income or expense of non-derivative variable-interest
financial instruments, the interest payments of which are
not designated as hedged items of cash flow hedges against
interest rate risks. As a consequence, they are included in
The Group’s exposure to credit risk arising from exposure
the calculation of profit after tax sensitivities. Changes in
to derivative financial instruments with a positive fair
the market interest rate of financial instruments that were
value is disclosed in Note 19 as a component of other
designated as hedging instruments in a cash flow hedge to
debtors and totals US$110 million (2007: US$36 million).
hedge payment fluctuations resulting from interest rate
The Group’s exposure to credit risk arising from bank
movements affect the hedging reserves and are therefore
deposits is set out in Note 20 and totals US$1,119 million
taken into consideration in the equity-related sensitivity
(2007: US$1,104 million).
calculations.
ii) Credit risk
iii) Liquidity risk
Prudent liquidity risk management includes managing the
The Group’s credit risk is primarily attributable to deposits
profile of debt maturities and funding sources, maintaining
with banks, credit exposures to customers and derivative
sufficient cash, ensuring the availability of funding from an
financial instruments with a positive fair value. The Group
adequate amount of committed credit facilities, and the
has credit policies in place and the exposures to these credit
ability to close out market positions. The Group’s ability to
risks are monitored on an ongoing basis.
The Group manages its deposits with banks and financial
institutions and transactions involving derivative financial
instruments by monitoring credit ratings, capital adequacy
ratios, and limiting the aggregate risk to any individual
counterparty. The utilisation of credit limits is regularly
monitored. At 31st December 2008, deposits with banks
fund its existing and prospective debt requirements is
managed by maintaining diversified funding sources with
adequate committed funding lines from high quality
lenders, and by monitoring rolling short-term forecasts of
the Group’s cash and gross debt on the basis of expected
cash flows. In addition long-term cash flows are projected
to assist with the Group’s long-term debt financing plans.
amounted to US$1,119 million (2007: US$1,104 million),
At 31st December 2008, total available borrowing facilities
of which 100% (2007: 100%) were made to financial
amounted to US$4,953 million (2007: US$4,786 million)
institutions with credit ratings of no less than A3 (Moody’s).
of which US$3,720 million (2007: US$3,535 million) was
Similarly
transactions
involving derivative
financial
drawn down. Undrawn committed facilities, in the form
instruments are with banks with sound credit ratings and
of revolving credit and term loan facilities, totalled
capital adequacy ratios. In developing countries it may be
US$994 million (2007: US$1,111 million).
necessary to deposit money with banks that have a lower
credit rating, however the Group only enters into derivative
transactions with counterparties which have credit ratings
of at least investment grade. Management does not expect
any counterparty to fail to meet its obligations.
An ageing analysis of the Group’s financial liabilities based
on the remaining period at the balance sheet to the
contractual maturity dates is included in Notes 21, 22
and 28.
In respect of credit exposures to customers, the Group has
b. Capital management
policies in place to ensure that investment properties are let
principally to corporate companies with an appropriate
credit history. Rental deposits in the form of cash or bank
guarantee are usually received from tenants. The Group
normally receives progress payments from sales of residential
properties to individual customers prior to the completion
The Group’s objectives when managing capital are to safeguard
the Group’s ability to continue as a going concern whilst seeking
to maximise benefits to shareholders and other stakeholders.
Capital is equity as shown in the consolidated balance sheet
plus net debt.
of transactions. In the event of default by customers, Group
The Group actively and regularly reviews and manages its capital
companies undertake legal proceedings to recover the
structure to ensure optimal capital structure and shareholder
property. Amounts due from joint ventures are generally
returns, taking into consideration the future capital requirements
supported by the underlying assets.
The maximum exposure to credit risk is represented by the
carrying amount of each financial asset in the balance sheet
after deducting any impairment allowance. The Group’s
exposure to credit risk arising from debtors is set out in
Note 19 and totals US$81 million (2007: US$179 million).
of the Group and capital efficiency, prevailing and projected
profitability, projected operating cash flows, projected capital
expenditures and projected strategic investment opportunities.
In order to maintain or adjust the capital structure, the Group
may adjust the amount of dividends paid to shareholders,
purchase Group shares, return capital to shareholders, issue
new shares or sell assets to reduce debt.
Annual Report 2008 27
Notes to the Financial Statements
2 Financial Risk Management continued
b. Capital management continued
The Group monitors capital on the basis of the Group’s
consolidated gearing ratio and consolidated interest cover. The
gearing ratio is calculated as net debt divided by total adjusted
equity which excludes deferred tax provisions on revaluation
surplus of investment properties. Net debt is calculated as total
borrowings less bank balances. Interest cover is calculated as
underlying business performance divided by net financing
charges. The Group does not have a defined gearing or interest
cover benchmark or range.
The ratios at 31st December 2007 and 2008 are as follows:
Gearing ratio
Interest cover
2008
19%
10.7
2007
17%
9.3
The increase in gearing ratio as at 31st December 2008 is largely
a result of lower investment properties valuations. The increase
in interest cover for the year then ended as compared to 2007
is primarily due to strong cash flows generated by Group
companies.
c. Fair value estimation
The fair values of current debtors, bank balances, current
creditors and and current borrowings are assumed to
approximate their carrying amount due to the short-term
maturities of these assets and liabilities.
The fair values of long-term borrowings are based on market
prices or are estimated using the expected future payments
discounted at market interest rates.
The fair values of interest rate swaps and caps are calculated by
reference to the present value of the estimated future cash
flows, taking into account current interest rates as observed
from the market. The fair value of forward foreign exchange
contracts is determined using forward exchange market rates of
the same remaining tenor at the balance sheet date.
3 Critical accounting estimates and
judgements
Estimates and judgements used in preparing the financial
statements are continually evaluated and are based on historical
experience and other factors, including expectations of future
events that are believed to be reasonable. The resulting
28 Hongkong Land
accounting estimates will, by definition, seldom equal the
related actual results. The estimates and assumptions that have
a significant effect on the carrying amounts of assets and
liabilities are discussed below.
i)
Investment properties
The fair values of investment properties are determined
annually by independent qualified valuers on an open
market for existing use basis calculated on the net income
allowing for reversionary potential.
In making the judgement, considerations have been given
to assumptions that are mainly based on market conditions
existing at the balance sheet date and appropriate
capitalisation rates. These estimates are regularly compared
to actual market data and actual transactions entered into
by the Group.
ii) Pension obligations
The present value of the pension obligations depends on a
number of factors that are determined on an actuarial basis
using a number of assumptions. The assumptions used in
determining the net cost or income for pensions include the
expected long-term rate of return on the relevant plan
assets and the discount rate. Any changes in these
assumptions will impact the carrying amount of pension
obligations.
The expected return on plan assets assumption is determined
on a uniform basis, taking into consideration long-term
historical returns, asset allocation and future estimates of
long-term investment returns.
The Group determines the appropriate discount rate at the
end of each year. This is the interest rate that should be
used to determine the present value of estimated future
cash outflows expected to be required to settle the pension
obligations. In determining the appropriate discount rate,
the Group considers the interest rates of high-quality
corporate bonds that are denominated in the currency in
which the benefits will be paid, and that have terms to
maturity approximating the terms of the related pension
liability.
Other key assumptions for pension obligations are based in
part on current market conditions.
iii) Income taxes
The Group is subject to income taxes in numerous
jurisdictions. Significant judgement is required in determining
the worldwide provision for income taxes. There are many
transactions and calculations for which the ultimate tax
assumptions used and estimates made in determining the
determination is uncertain during the ordinary course of
fair values, and management’s ability to measure reliably
business. Where the final tax outcome of these matters is
the contingent liabilities of the acquired entity will impact
different from the amounts that were initially recorded,
the carrying amount of these assets and liabilities.
such differences will impact the income tax and deferred
tax provisions in the period in which such determination
is made.
vi) Non-trading items
The Group uses underlying business performance in its
internal financial reporting to distinguish between the
Recognition of deferred tax assets, which principally relate
underlying profits and non-trading items. The identification
to tax losses, depends on the management’s expectation of
of non-trading items requires judgement by management.
future taxable profit that will be available against which the
tax losses can be utilised. The outcome of their actual
utilisation may be different.
As required by IFRS, provision for deferred tax is made on
the revaluation of investment properties held under
operating leases on the basis that their values would be
recovered through use rather than through sale.
iv) Impairment of assets
The Group tests annually whether goodwill suffered any
impairment. Other assets are reviewed for impairment
whenever events or changes in circumstances indicate that
the carrying amount of the asset exceeds its recoverable
amount. The recoverable amount of an asset or a cash
generating unit is determined based on the higher of its fair
value less costs to sell and its value-in-use, calculated on the
basis of management’s assumptions and estimates.
Changing the key assumptions, including the discount rates
or the growth rate assumptions in the cash flow projections,
could materially affect the value-in-use calculations.
In determining when an
investment
is other-than-
temporarily impaired, significant judgement is required. In
making this judgement, the Group evaluates, among other
factors, the duration and extent to which the fair value of
an investment is less than its cost; and the financial health
of and near-term business outlook for the investee, including
factors such as industry and sector performance, changes in
technology and operational and financial cash flow.
v) Acquisition of subsidiaries and joint ventures
The initial accounting on the acquisition of subsidiaries and
joint ventures involves identifying and determining the fair
values to be assigned to the identifiable assets, liabilities
and contingent liabilities of the acquired entity. The fair
values of investment properties and development properties
held for sale are determined by independent qualified
valuers by reference to market prices or present value of
expected net cash flows from the assets. Any changes in the
Annual Report 2008 29
Notes to the Financial Statements
4
Segmental information
The Group’s principal business activity is property, comprising investment, management and development for long-term investment
and trading in Asia with a major portfolio in Hong Kong. Accordingly, its primary segment reporting format is by business
segments.
By business
Commercial property
Residential property
Corporate, net financing charges and tax
By geographical location
Greater China
Southeast Asia and others
Corporate, net financing charges and tax
Operating (loss)/profit
Results of joint ventures
Net financing charges and tax
(Loss)/profit after tax
Revenue
Operating (loss)/profit
attributable to shareholders
Capital expenditure
Segment assets
Segment liabilities
2008
US$m
2007
US$m
2008
US$m
2007
US$m
2008
US$m
2007
US$m
2008
US$m
2007
US$m
2008
US$m
2007
US$m
2008
US$m
2007
US$m
676.2
346.1
1,022.3
–
535.6
397.6
933.2
–
(156.2 )
(101.7 )
(257.9 )
(43.4 )
3,008.4
71.5
3,079.9
(42.2 )
1,022.3
933.2
(301.3 )
3,037.7
375.1
344.7
48.8
38.3
14,823.8
15,581.5
(579.2 )
(593.5 )
648.7
373.6
1,022.3
–
517.8
415.4
933.2
–
(167.4 )
(90.5 )
(257.9 )
(43.4 )
2,781.0
298.9
3,079.9
(42.2 )
1,022.3
933.2
(301.3 )
3,037.7
375.1
344.7
48.8
38.3
14,823.8
15,581.5
(579.2 )
(593.5 )
(301.3 )
64.9
103.0
3,037.7
386.6
(569.4 )
Segment assets and liabilities
Investments in joint ventures
Unallocated assets and liabilities
14,823.8
15,581.5
(579.2 )
(593.5 )
1,797.5
1,253.3
1,653.9
1,178.7
(5,887.0 )
(5,863.5 )
(133.4 )
2,854.9
Total assets and liabilities
17,874.6
18,414.1
(6,466.2 )
(6,457.0 )
44.5
0.4
44.9
3.9
47.0
1.8
48.8
–
36.4
0.3
36.7
1.6
37.5
0.8
38.3
–
13,775.4
14,374.1
1,048.4
1,207.4
(229.1 )
(350.1 )
(186.0 )
(407.5 )
14,823.8
15,581.5
(579.2 )
(593.5 )
–
–
–
–
13,358.3
13,867.0
1,465.5
1,714.5
(277.6 )
(301.6 )
(285.6 )
(307.9 )
14,823.8
15,581.5
(579.2 )
(593.5 )
–
–
–
–
–
–
Underlying profit
570.5
0.7
571.2
(196.1 )
438.0
73.7
511.7
(167.0 )
590.5
(19.3 )
571.2
(196.1 )
424.1
87.6
511.7
(167.0 )
Capital expenditure comprises additions of intangible assets, tangible assets and investment properties, including those arising from
acquisition of subsidiaries.
Greater China includes Hong Kong, Macau, mainland China and Taiwan.
Unallocated assets and liabilities include tax assets and liabilities, bank balances and borrowings.
30 Hongkong Land
4
Segmental information
The Group’s principal business activity is property, comprising investment, management and development for long-term investment
and trading in Asia with a major portfolio in Hong Kong. Accordingly, its primary segment reporting format is by business
segments.
Revenue
Operating (loss)/profit
Underlying profit
attributable to shareholders
Capital expenditure
Segment assets
Segment liabilities
2008
US$m
2007
US$m
2008
US$m
2007
US$m
2008
US$m
2007
US$m
2008
US$m
2007
US$m
2008
US$m
2007
US$m
2008
US$m
2007
US$m
676.2
346.1
1,022.3
–
648.7
373.6
1,022.3
–
535.6
397.6
933.2
–
517.8
415.4
933.2
–
(156.2 )
(101.7 )
(257.9 )
(43.4 )
3,008.4
71.5
3,079.9
(42.2 )
(167.4 )
(90.5 )
(257.9 )
(43.4 )
2,781.0
298.9
3,079.9
(42.2 )
570.5
0.7
571.2
(196.1 )
438.0
73.7
511.7
(167.0 )
44.5
0.4
44.9
3.9
36.4
0.3
36.7
1.6
13,775.4
1,048.4
14,374.1
1,207.4
14,823.8
–
15,581.5
–
(229.1 )
(350.1 )
(579.2 )
–
(186.0 )
(407.5 )
(593.5 )
–
1,022.3
933.2
(301.3 )
3,037.7
375.1
344.7
48.8
38.3
14,823.8
15,581.5
(579.2 )
(593.5 )
590.5
(19.3 )
571.2
(196.1 )
424.1
87.6
511.7
(167.0 )
47.0
1.8
48.8
–
37.5
0.8
38.3
–
13,358.3
1,465.5
13,867.0
1,714.5
14,823.8
–
15,581.5
–
(277.6 )
(301.6 )
(579.2 )
–
(285.6 )
(307.9 )
(593.5 )
–
1,022.3
933.2
(301.3 )
3,037.7
375.1
344.7
48.8
38.3
14,823.8
15,581.5
(579.2 )
(593.5 )
(301.3 )
64.9
103.0
3,037.7
386.6
(569.4 )
Segment assets and liabilities
Investments in joint ventures
Unallocated assets and liabilities
14,823.8
1,797.5
1,253.3
15,581.5
1,653.9
1,178.7
(579.2 )
–
(5,887.0 )
(593.5 )
–
(5,863.5 )
(133.4 )
2,854.9
Total assets and liabilities
17,874.6
18,414.1
(6,466.2 )
(6,457.0 )
By business
Commercial property
Residential property
Corporate, net financing charges and tax
By geographical location
Greater China
Southeast Asia and others
Corporate, net financing charges and tax
Operating (loss)/profit
Results of joint ventures
Net financing charges and tax
(Loss)/profit after tax
acquisition of subsidiaries.
Capital expenditure comprises additions of intangible assets, tangible assets and investment properties, including those arising from
Greater China includes Hong Kong, Macau, mainland China and Taiwan.
Unallocated assets and liabilities include tax assets and liabilities, bank balances and borrowings.
Annual Report 2008 31
Notes to the Financial Statements
5
Revenue
Rental income
Service income
Sales of trading properties
2008
US$m
574.1
104.6
343.6
1,022.3
Service income includes service and management charges and hospitality service income.
Total contingent rents included in rental income amounted to US$7.8 million (2007: US$7.1 million).
The future minimum rental payments receivable under non-cancellable leases
are as follows:
Within one year
Between one and two years
Between two and five years
Beyond five years
Generally the Group’s operating leases are for terms of three years or more.
6
Cost of sales
Investment properties’ direct operating expenses
Cost of properties sold
2008
US$m
550.9
371.2
240.1
13.4
1,175.6
2008
US$m
136.0
438.3
574.3
Included in cost of properties sold was US$180.2 million write-down on development properties held for sales.
2007
US$m
440.5
97.7
395.0
933.2
2007
US$m
443.8
295.7
173.3
24.5
937.3
2007
US$m
115.9
326.3
442.2
32 Hongkong Land
7
Operating profit
The following items have been charged/(credited) in arriving at operating profit:
Depreciation of tangible assets (see Note 13)
Staff costs
– salaries and benefits in kind
– defined contribution pension plan
– defined benefit pension plan (see Note 17)
The number of employees at 31st December 2008 was 1,086 (2007: 1,053).
8
Net financing charges
Interest expenses
Bank loans and overdrafts
Other borrowings
Total interest expenses
Interest capitalised
Commitment and other fees
Financing charges
Financing income
2008
US$m
1.7
59.2
2.0
(0.4 )
60.8
2008
US$m
(51.1 )
(74.5 )
(125.6 )
12.4
(113.2 )
(3.1 )
(116.3 )
71.8
(44.5 )
2007
US$m
0.9
60.4
1.9
(0.2 )
62.1
2007
US$m
(59.7 )
(88.0 )
(147.7 )
13.8
(133.9 )
(4.6 )
(138.5 )
88.5
(50.0 )
Financing charges and financing income are stated after taking into account hedging gains or losses.
Annual Report 2008 33
Notes to the Financial Statements
9
Share of results of joint ventures
By business
Commercial property
Residential property
(Decrease)/increase in fair value of investment properties
– Commercial property
– Residential property
Asset impairment provisions, reversals and disposals
2008
US$m
17.8
63.5
81.3
(9.8 )
(6.3 )
(16.1 )
(0.3 )
64.9
2007
US$m
6.5
17.5
24.0
352.8
9.0
361.8
0.8
386.6
Results are shown after tax and minority interests. The share of revenue of joint ventures was US$362.3 million (2007:
US$128.7 million).
10 Tax
Current tax
Deferred tax
– changes in fair value of investment properties
– other temporary differences
Reconciliation between tax credit/(expense) and tax at the applicable tax rate
Tax at applicable tax rate
Change in Hong Kong profits tax rate
Changes in fair value of investment properties not (deductible)/taxable in
determining taxable profit
Asset impairment provisions, reversals and disposals not taxable in
determining taxable profit
Expenses not deductible in determining taxable profit
Other income not subject to tax
Utilisation of previously unrecognised tax losses
Overprovision in prior years
Losses not recognised
2008
US$m
(79.7 )
228.6
(1.4 )
227.2
147.5
60.9
123.6
(1.8 )
0.6
(39.3 )
2.9
1.1
0.5
(1.0 )
2007
US$m
(49.8 )
(463.2 )
(6.4 )
(469.6 )
(519.4 )
(521.7 )
–
0.8
1.7
(4.3 )
2.3
0.6
1.5
(0.3 )
The applicable tax rate for the year was 17.6% (2007: 17.5%) and represents the weighted average of the rates of taxation
prevailing in the territories in which the Group operates. The increase in the applicable tax rate is caused by a change in the
profitability of the Group’s subsidiaries in the respective territories.
Share of tax of joint ventures of US$18.6 million (2007: US$90.5 million) are included in share of results of joint ventures.
147.5
(519.4 )
34 Hongkong Land
11
Earnings per share
Basic loss/earnings per share are calculated on loss attributable to shareholders of US$109.4 million (2007: profit of
US$2,839.6 million) and on the weighted average number of 2,285.9 million (2007: 2,295.2 million) shares in issue during
the year.
Diluted loss/earnings per share are calculated on loss attributable to shareholders of US$89.3 million (2007: profit of
US$2,859.3 million), which is after adjusting for the effects of the conversion of convertible bonds, and on the weighted
average number of 2,389.8 million (2007: 2,399.1 million) shares in issue during the year. The weighted average number of shares
for basic and diluted loss/earnings per share is reconciled as follows:
Weighted average number of shares in issue
Adjustment for shares to be issued on conversion of convertible bonds
Weighted average number of shares for diluted earnings per share calculation
Ordinary shares in millions
2008
2007
2,285.9
103.9
2,389.8
2,295.2
103.9
2,399.1
Earnings per share are additionally calculated based on underlying profit attributable to shareholders. The difference between
underlying profit attributable to shareholders and loss/profit attributable to shareholders is reconciled as follows:
Underlying profit attributable to shareholders
Non-trading items (see Note 12)
2008
Basic
earnings
per share
US¢
Diluted
earnings
per share
US¢
2007
Basic
earnings
per share
US¢
Diluted
earnings
per share
US¢
US$m
16.41
344.7
15.02
2,494.9
US$m
375.1
(484.5 )
(Loss)/profit attributable to shareholders
(109.4 )
(4.79 )
2,839.6
123.72
Interest expense on convertible bonds (net of tax)
20.1
19.7
(Loss)/profit for calculation of diluted earnings
per share
(89.3 )
(4.79 )
2,859.3
119.18
12 Non-trading items
Revaluation (deficits)/surpluses of investment properties
Deferred tax credit/(charges) on revaluation deficits/surpluses of investment properties
Share of revaluation (deficits)/surpluses of investment properties of joint ventures
(net of deferred tax)
Asset impairment provisions, reversals and disposals
Share of (loss)/gain on asset disposals of joint ventures
Minority interests
2008
US$m
(698.9 )
228.6
(16.1 )
1.8
(0.3 )
0.4
2007
US$m
2,588.9
(463.2 )
361.8
9.4
0.8
(2.8 )
(484.5 )
2,494.9
Annual Report 2008 35
Notes to the Financial Statements
13 Tangible assets
2008
Cost or valuation
Cumulative depreciation
Net book value at 1st January
Exchange rate adjustments
Additions
Depreciation
Disposals
Net revaluation deficit
Net book value at 31st December
Cost or valuation
Cumulative depreciation
2007
Cost or valuation
Cumulative depreciation
Net book value at 1st January
Exchange rate adjustments
Additions
Depreciation
Disposals
Net revaluation surplus
Net book value at 31st December
Cost or valuation
Cumulative depreciation
Investment
properties
US$m
Other
properties
US$m
Other
assets
US$m
Total
US$m
14,260.6
–
14,260.6
96.5
44.5
–
–
(698.9 )
13,702.7
13,702.7
–
10.5
(2.4 )
8.1
–
0.4
(0.2 )
–
–
8.3
10.9
(2.6 )
11.9
(7.7 )
14,283.0
(10.1 )
4.2
–
3.9
(1.5 )
(0.1 )
–
14,272.9
96.5
48.8
(1.7 )
(0.1 )
(698.9 )
6.5
13,717.5
15.3
(8.8 )
13,728.9
(11.4 )
13,702.7
8.3
6.5
13,717.5
11,650.7
–
11,650.7
(4.2 )
35.9
–
(10.7 )
2,588.9
14,260.6
14,260.6
–
11.9
(2.8 )
9.1
–
0.2
(0.1 )
(1.1 )
–
8.1
10.5
(2.4 )
11.0
(7.0 )
11,673.6
(9.8 )
4.0
0.1
2.2
(0.8 )
(1.3 )
–
11,663.8
(4.1 )
38.3
(0.9 )
(13.1 )
2,588.9
4.2
14,272.9
11.9
(7.7 )
14,283.0
(10.1 )
14,260.6
8.1
4.2
14,272.9
The Group’s investment properties were revalued at 31st December 2008 by independent qualified valuers. As a result, a net
deficit of US$698.9 million (2007: surplus of US$2,588.9 million) has been taken to the consolidated profit and loss account.
All the Group’s investment properties in Hong Kong and Singapore are held under leases with unexpired lease terms of more than
20 years except for The Hong Kong Club Building in Hong Kong, which is held under a sub-lease. Details concerning the Group’s
commercial investment properties are set out on page 66.
36 Hongkong Land
14
Joint ventures
Share of unlisted joint ventures’ net assets
Goodwill on acquisition
The Group’s share of assets, liabilities, capital commitments and contingent
liabilities of joint ventures are summarised below:
Tangible assets
Other non-current assets
Current assets
Current liabilities
Non-current liabilities
Minority interests
Capital commitments
Contingent liabilities
15 Other investments
Unlisted equity
2008
US$m
1,769.4
28.1
1,797.5
1,159.0
43.4
1,441.1
(523.5 )
(350.5 )
(0.1 )
2007
US$m
1,625.6
28.3
1,653.9
1,027.0
15.7
1,420.0
(488.5 )
(347.8 )
(0.8 )
1,769.4
1,625.6
283.9
43.7
272.0
54.4
2008
US$m
–
2007
US$m
17.5
The Group’s other investments were available-for-sale financial assets and were shown at fair value by reference to the underlying
investments.
Annual Report 2008 37
Notes to the Financial Statements
16 Deferred tax assets and liabilities
Accelerated
capital
allowances
US$m
Revaluation
surpluses of
investment
properties
US$m
Other
temporary
differences
US$m
Tax losses
US$m
Total
US$m
0.1
–
–
(33.0 )
(0.2 )
–
(2,168.2 )
(14.2 )
–
(3.5 )
(0.4 )
3.8
(2,204.6 )
(14.8 )
3.8
2008
At 1st January
Exchange rate adjustments
Credited to equity
(Charged)/credited to the consolidated
profit and loss account
(0.1 )
(2.7 )
228.6
1.4
227.2
At 31st December
Deferred tax assets
Deferred tax liabilities
2007
At 1st January
Exchange rate adjustments
Charged to equity
(Charged)/credited to the consolidated
–
–
–
–
0.5
–
–
(35.9 )
(1,953.8 )
1.3
(1,988.4 )
1.1
(37.0 )
–
(1,953.8 )
3.4
(2.1 )
4.5
(1,992.9 )
(35.9 )
(1,953.8 )
1.3
(1,988.4 )
(29.3 )
(1,708.1 )
2.5
–
3.1
–
(2.2 )
(0.2 )
(1.3 )
(1,739.1 )
5.4
(1.3 )
profit and loss account
(0.4 )
(6.2 )
(463.2 )
0.2
(469.6 )
At 31st December
0.1
(33.0 )
(2,168.2 )
(3.5 )
(2,204.6 )
Deferred tax assets
Deferred tax liabilities
0.1
–
0.1
1.2
(34.2 )
–
(2,168.2 )
1.3
(4.8 )
2.6
(2,207.2 )
(33.0 )
(2,168.2 )
(3.5 )
(2,204.6 )
Deferred tax balances predominantly comprise non-current items. Deferred tax assets and liabilities are netted when the taxes
relate to the same taxation authority and where offsetting is allowed.
Deferred tax assets of US$2.2 million (2007: US$2.5 million) arising from unused tax losses of US$12.8 million (2007:
US$13.9 million) have not been recognised in the financial statements. Unused tax losses have no expiry date.
38 Hongkong Land
17 Pension plans
The Group has a number of defined benefit pension plans, covering all the main territories in which it operates with the major
plans relating to employees in Hong Kong. Most of the pension plans are final salary defined benefit plans and are funded. The
assets of the plans are held independently of the Group’s assets in separate trustee administered funds. The Group’s major plans
are valued by independent qualified actuaries annually using the projected unit credit method.
The principal actuarial assumptions used for accounting purposes at 31st December are as follows:
Discount rate applied to pension obligations
Expected return on plan assets
Future salary increases
2008
Weighted
average
%
6.0
7.5
5.0
2007
Weighted
average
%
4.9
7.5
5.0
The expected return on plan assets is determined on the basis of long-term average returns on global equities of 6.5% to 10.0%
per annum and global bonds of 3.5% to 6.0% per annum, and the long-term benchmark allocation of assets between equities
and bonds in the plan.
The amounts recognised in the consolidated profit and loss account are as follows:
Current service cost
Interest cost
Expected return on plan assets
Income recognised
Actual return on plan assets in the year
2008
US$m
1.5
1.0
(2.9 )
(0.4 )
(11.7 )
2007
US$m
1.5
0.8
(2.5 )
(0.2 )
5.0
The above amounts are all recognised in arriving at operating profit and are included in cost of sales and administrative
expenses.
The amounts recognised in the consolidated balance sheet are as follows:
Fair value of plan assets
Present value of pension obligations
Pension assets
Movements in the fair value of plan assets:
At 1st January
Exchange differences
Expected return
Contributions
Benefits paid
Actuarial (losses)/gains
At 31st December
2008
US$m
25.1
(19.0 )
6.1
38.2
0.1
2.9
0.5
(2.1 )
(14.5 )
25.1
2007
US$m
38.2
(20.9 )
17.3
33.2
–
2.5
0.5
(0.5 )
2.5
38.2
Annual Report 2008 39
Notes to the Financial Statements
17 Pension plans continued
Movements in the present value of pension obligations:
At 1st January
Exchange difference
Interest cost
Current service cost
Benefits paid
Actuarial gains
At 31st December
The analysis of the plan assets at 31st December are as follows:
Equity instruments
Debt instruments
Other assets
2008
US$m
20.9
0.1
1.0
1.5
(2.1 )
(2.4 )
19.0
Fair value of assets
2008
% %
45
27
28
100
It is estimated that the Group will make contributions of US$0.5 million to the pension plan in 2009.
The five year history of experience adjustments is as follows:
Fair value of plan assets
Present value of pension obligations
2008
US$m
25.1
(19.0 )
2007
US$m
38.2
(20.9 )
2006
US$m
33.2
(19.3 )
2005
US$m
29.1
(18.3 )
Surplus
6.1
17.3
13.9
10.8
Experience adjustments on plan assets
(14.5 )
Percentage of plan assets (%)
Experience adjustments on pension obligations
Percentage of pension obligations (%)
58
–
–
2.5
7
(0.1 )
–
3.4
10
–
–
1.1
4
0.3
2
2007
US$m
19.3
–
0.8
1.5
(0.5 )
(0.2 )
20.9
2007
62
19
19
100
2004
US$m
26.8
(17.1 )
9.7
1.9
7
0.8
5
40 Hongkong Land
18 Properties for sale
Properties under development
– land and development costs
– interest and other expenses capitalised
Provision
2008
US$m
955.1
64.0
1,019.1
(180.2 ) –
2007
US$m
818.9
76.1
895.0
838.9
895.0
At 31st December 2008, properties for sale of US$296.6 million (2007: US$325.8 million) were pledged as security for borrowing
of US$258.9 million (2007: US$182.8 million) as shown in Note 22.
19 Debtors
Trade debtors
Other debtors
– third parties
– joint ventures
Non-current
Current
By geographical area of operation
Greater China
Southeast Asia and others
Fair value
Trade debtors
Other debtors
At 31st December 2008 and 2007, no trade debtors were impaired.
2008
US$m
80.6
217.3
93.2
391.1
101.9
289.2
391.1
214.0
177.1
391.1
80.6
310.5
391.1
2007
US$m
178.6
164.7
107.6
450.9
36.7
414.2
450.9
134.0
316.9
450.9
178.6
272.3
450.9
Annual Report 2008 41
Notes to the Financial Statements
19 Debtors continued
At 31st December 2008, trade debtors of US$7.8 million (2007: US$7.6 million) were past due but not impaired. The ageing
analysis of these trade debtors is as follows:
Below 30 days
Between 31 and 60 days
Between 61 and 90 days
Over 90 days
2008
US$m
5.7
1.6
0.3
0.2
7.8
2007
US$m
6.4
1.0
0.1
0.1
7.6
The risk of trade debtors that are neither past due nor impaired at 31st December 2008 becoming impaired is low as most of the
balances have been settled subsequent to the year end.
Other debtors are further analysed as follows:
Prepayments
Interest rate swaps, cross currency swaps and forward foreign exchange contracts
Amounts due from joint ventures
Others
The amounts due from joint ventures are repayable on demand.
20 Bank balances
By geographical area of operation
Greater China
Southeast Asia and others
2008
US$m
65.4
109.6
93.2
42.3
310.5
2008
US$m
39.4
1,079.6
1,119.0
2007
US$m
76.3
36.1
107.6
52.3
272.3
2007
US$m
58.5
1,045.5
1,104.0
Bank balances of certain subsidiaries amounting to US$58.3 million (2007: US$73.0 million) are held under the Housing Developers
(Project Account) Rules in Singapore, withdrawals from which are subject to the provision of these Rules.
The weighted average fixed interest rate on bank balances of US$415.0 million (2007: US$445.0 million) is 4.7% (2007: 5.1%)
per annum.
42 Hongkong Land
21
Creditors
Trade creditors
Amounts due to joint ventures
Tenants’ deposits
Others
Rent received in advance
Progress billings received
Derivative financial instruments
Non-current
Current
By geographical area of operation
Greater China
Southeast Asia and others
The remaining contractal maturities of creditors, excluding rent received in
advance, progress billings received and derivative financial instruments,
are analysed as follows:
Within one year
Between one and two years
Between two and five years
Beyond five years
The fair value of creditors approximate their carrying amounts.
2008
US$m
202.2
23.9
139.1
56.8
422.0
7.4
249.3
16.9
695.6
26.8
668.8
695.6
367.7
327.9
695.6
257.2
95.9
50.1
18.8
422.0
2007
US$m
202.3
35.7
115.6
50.9
404.5
4.5
256.5
6.3
671.8
12.6
659.2
671.8
338.6
333.2
671.8
232.3
33.4
125.8
13.0
404.5
Annual Report 2008 43
Notes to the Financial Statements
22 Borrowings
Current
Bank overdrafts
Short-term borrowings
Current portion of long-term borrowings
Long-term borrowings
Bank loans
7% United States Dollar bonds due 2011
5.5% United States Dollar bonds due 2014
3.01% Singapore Dollar notes due 2010
3.65% Singapore Dollar notes due 2015
2.75% United States Dollar convertible bonds due 2012
2008
Carrying
amount
US$m
Fair value
US$m
2007
Carrying
amount
US$m
Fair value
US$m
1.9
9.0
84.5
95.4
1,587.8
629.1
555.2
229.4
264.2
358.4
1.9
9.0
84.5
95.4
1,587.8
652.0
555.2
229.8
275.5
355.2
1.1
94.7
45.1
1.1
94.7
45.1
140.9
140.9
1,442.2
1,442.2
618.3
501.4
224.2
258.5
349.3
621.6
501.4
224.2
256.5
344.5
3,624.1
3,655.5
3,393.9
3,390.4
3,719.5
3,750.9
3,534.8
3,531.3
The fair values are based on market prices or are estimated using the expected future payments discounted at market interest
rates ranging from 0.8% to 5.6% (2007: 2.8% to 5.9%) per annum. The fair values of current borrowings approximate their
carrying amount, as the impact of discounting is not significant.
Secured
Unsecured
2008
US$m
258.9
3,460.6
3,719.5
2007
US$m
182.8
3,352.0
3,534.8
Secured borrowings at 31st December 2008 were certain subsidiaries’ bank borrowings which were secured against its properties
for sale.
The 7% bonds with nominal value of US$600 million due on 3rd May 2011 issued by a wholly-owned subsidiary are listed on the
Luxembourg Stock Exchange.
The 5.5% bonds with nominal value of US$500 million due on 28th April 2014 issued by a wholly-owned subsidiary are listed on
the Singapore Exchange.
The 3.01% notes due on 4th October 2010 and 3.65% notes due on 5th October 2015 with nominal value of S$325 million and
S$375 million respectively, were issued by a wholly-owned subsidiary and are listed on the Singapore Exchange.
The 2.75% convertible bonds with nominal value of US$400 million due on 21st December 2012 are convertible up to and
including 11th December 2012 into fully paid ordinary shares of the Company at a conversion price of US$3.85 per ordinary
share, which is subject to adjustment for subdivision or consolidation of shares, bonus issues, right issues and other dilutive
events. The fair value of the liability component is calculated using a market interest rate for an equivalent non-convertible bond
at the time of issue, and is recorded as long-term borrowings on the amortised cost basis, until extinguished on conversion or
maturity of the bonds. The residual amount, representing the value of the equity conversion component determined on issue of
the bonds, is included in shareholders’ funds.
44 Hongkong Land
22 Borrowings continued
The convertible bonds are recognised in the consolidated balance sheet as follows:
Liability component at 1st January
Interest expense at effective interest rate
Interest expense at coupon rate
Liability component at 31st December
The borrowings are further summarised as follows:
Fixed rate borrowings
2008
US$m
349.3
20.1
(11.0 )
358.4
2007
US$m
340.6
19.7
(11.0 )
349.3
Weighted
Weighted
average average period
outstanding
Years
interest rates
%
Floating
rate
borrowings
US$m
US$m
Total
US$m
By currency
2008
Hong Kong Dollar
Singapore Dollar
United States Dollar
2007
Hong Kong Dollar
Singapore Dollar
United States Dollar
Vietnamese Dong
3.6
2.4
5.5
4.8
3.1
5.5
9.1
1.8
2.7
4.0
2.1
3.7
5.0
–
900.6
651.9
358.6
1,091.9
714.0
2.5
1,992.5
1,365.9
361.1
1,911.1
1,808.4
3,719.5
798.7
534.7
349.3
–
1,058.7
790.0
3.1
0.3
1,857.4
1,324.7
352.4
0.3
1,682.7
1,852.1
3,534.8
The weighted average interest rates and period of fixed rate borrowings are stated after taking into account hedging
transactions.
The remaining contractal maturities of the borrowings, including the contractual interest payments, are analysed as follows:
Within one year
Between one and two years
Between two and five years
Beyond five years
2008
US$m
219.7
572.3
2,545.9
786.2
4,124.1
2007
US$m
291.5
275.8
2,404.1
1,253.1
4,224.5
Annual Report 2008 45
Notes to the Financial Statements
23 Share capital
Authorised
Shares of US$0.10 each
Issued and fully paid
At 1st January
Repurchased and cancelled
Ordinary shares in millions
2008
2007
2008
US$m
2007
US$m
4,000.0
4,000.0
400.0
400.0
2,295.2
(45.9 )
2,295.2
–
229.5
(4.6 ) –
229.5
At 31st December
2,249.3
2,295.2
224.9
229.5
In 2008, the Company repurchased 45.9 million ordinary shares from the stock market at a total cost of US$119.7 million which
was dealt with by charging US$4.6 million to share capital and US$115.1 million to revenue reserves.
24 Revenue and other reserves
2008
At 1st January
Net exchange translation differences
– amount arising in the year
Defined benefit pension plans
– actuarial losses
– deferred tax
Revaluation of other investments
– transfer to consolidated profit and
loss account
Cash flow hedges
– fair value losses
– transfer to consolidated profit and
loss account
– deferred tax
Loss attributable to shareholders
Dividends (see Note 26)
Repurchase of ordinary shares
Revenue
reserves
US$m
Capital
reserves
US$m
Hedging
reserve
US$m
Exchange
reserve
US$m
Total
US$m
11,486.7
63.4
3.8
49.6
11,603.5
–
(12.1 )
2.2
(6.1 )
–
–
–
(109.4 )
(344.3 )
(115.1 )
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(0.6 )
(3.6 )
1.6
–
–
–
72.3
72.3
–
–
–
–
–
–
–
–
–
(12.1 )
2.2
(6.1 )
(0.6 )
(3.6 )
1.6
(109.4 )
(344.3 )
(115.1 )
At 31st December
10,901.9
63.4
1.2
121.9
11,088.4
of which:
Joint ventures
457.0
–
–
2.5
459.5
46 Hongkong Land
24 Revenue and other reserves continued
2007
At 1st January
Net exchange translation differences
– amount arising in the year
Defined benefit pension plans
– actuarial gains
– deferred tax
Revaluation of other investments
– fair value gains
Cash flow hedges
– fair value gains
– transfer to consolidated profit and
loss account
– deferred tax
Revenue
reserves
US$m
Capital
reserves
US$m
Hedging
reserve
US$m
Exchange
reserve
US$m
Total
US$m
8,895.9
63.4
(8.0 )
16.5
8,967.8
–
2.8
(0.5 )
1.4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
7.1
5.5
(0.8 )
–
–
3.8
33.1
33.1
–
–
–
–
–
–
–
–
2.8
(0.5 )
1.4
7.1
5.5
(0.8 )
2,839.6
(252.5 )
49.6
11,603.5
Profit attributable to shareholders
Dividends (see Note 26)
2,839.6
(252.5 )
At 31st December
11,486.7
63.4
of which:
Joint ventures
459.4
–
–
0.5
459.9
Revenue reserves include actuarial losses on pension plans net of deferred tax of US$2.7 million (2007: actuarial gains net of
deferred tax of US$7.2 million).
The analysis of the Company’s reserves is shown in Note 32.
25 Net asset value per share
Net asset value per share is calculated on shareholders’ funds of US$11,313.3 million (2007: US$11,833.0 million) and on
2,249.3 million (2007: 2,295.2 million) shares issued at the year end.
Net asset value per share is additionally calculated based on adjusted shareholders’ funds. The difference between adjusted
shareholders’ funds and shareholders’ funds is reconciled as follows:
Shareholders’ funds
Deferred tax on revaluation surpluses of investment properties
Share of deferred tax on revaluation surpluses of investment
properties of joint ventures
2008
2007
Net
asset value
per share
US$
Net
asset value
per share
US$
US$m
5.03
11,833.0
5.16
2,165.4
42.6
US$m
11,313.3
1,951.7
43.1
Adjusted shareholders’ funds
13,308.1
5.92
14,041.0
6.12
Annual Report 2008 47
Notes to the Financial Statements
26 Dividends
Final dividend in respect of 2007 of US¢9.00 (2006: US¢7.00) per share
Interim dividend in respect of 2008 of US¢6.00 (2007: US¢4.00) per share
2008
US$m
206.6
137.7
344.3
2007
US$m
160.7
91.8
252.5
A final dividend in respect of 2008 of US¢7.00 (2007: US¢9.00) per share amounting to a total of US$157.5 million (2007:
US$206.6 million) is proposed by the Board. The dividend proposed will not be accounted for until it has been approved at the
Annual General Meeting. The amount will be accounted for as an appropriation of revenue reserves in the year ending
31st December 2009.
27 Cash and cash equivalents
Bank balances
Bank overdrafts (see Note 22)
2008
US$m
1,119.0
(1.9 )
2007
US$m
1,104.0
(1.1 )
1,117.1
1,102.9
28 Derivative financial instruments
The fair values of derivative financial instruments at 31st December are as follows:
2008
2007
Positive
fair value
US$m
Negative
fair value
US$m
Positive
fair value
US$m
Negative
fair value
US$m
13.8
7.6
7.8
78.0
–
0.1
2.3
16.9
–
–
–
–
–
–
8.2
10.3
–
16.5
1.1
–
–
5.0
–
1.3
–
–
–
–
Designated as cash flow hedges
– interest rate swaps
– cross currency swaps
Designated as fair value hedges
– interest rate swaps
– cross currency swaps
Designated as net investment hedges
– forward foreign exchange contracts
Not qualified as hedges
– interest rate swaps
– cross currency swaps
48 Hongkong Land
28 Derivative financial instruments continued
The remaining contractual maturities of net settled and gross settled derivative financial instruments, based on their undiscounted
cash outflows, are analysed as follows:
2008
Net settled
– interest rate swaps and caps
Gross settled
– cross currency swaps
2007
Net settled
– interest rate swaps and caps
Gross settled
– forward foreign exchange contracts
– cross currency swaps
Within
one
year
US$m
Between
one and
two years
US$m
Between
two and
five years
US$m
Beyond
five
years
US$m
(9.8 )
(4.8 )
0.3
1.8
(33.3 )
(33.3 )
(636.8 )
(505.8 )
(43.1 )
(38.1 )
(636.5 )
(504.0 )
(3.3 )
(1.3 )
(99.6 )
(52.0 )
–
(51.8 )
0.5
–
0.9
–
(703.5 )
(527.3 )
(154.9 )
(53.1 )
(703.0 )
(526.4 )
Forward foreign exchange contracts
There were no outstanding forward foreign exchange contracts at 31st December 2008 (2007: US$101.4 million).
Interest rate swaps and caps
The notional principal amounts of the outstanding interest rate swap and cap contracts at 31st December 2008 were
US$1,491.5 million (2007: US$1,385.5 million).
At 31st December 2008, the fixed interest rates relating to interest rate swaps and caps vary from 1.90% to 5.16% (2007: 2.59%
to 5.25%).
The fair values of interest rate swaps and caps are based on the estimated cash flows discounted at market rates ranging from
0.95% to 1.99% (2007: 2.5% to 4.0%) per annum.
Cross currency swaps
The contract amounts of the outstanding cross currency swap contracts at 31st December 2008 were US$1,100 million (2007:
US$1,100.0 million).
Annual Report 2008 49
Notes to the Financial Statements
29 Commitments
Capital commitments
Authorised not contracted
Contracted not provided
Contribution to joint ventures
Operating lease commitments
Due within one year
Due between one and two years
Due between two and three years
Due between three and four years
2008
US$m
131.0
24.4
155.4
744.4
0.7
0.5
0.5
0.3
2.0
2007
US$m
445.5
17.5
463.0
953.5
0.2
0.1
–
–
0.3
30 Contingent liabilities
Various Group companies are involved in litigation arising in the ordinary course of their respective businesses. Having reviewed
outstanding claims and taking into account legal advice received, the Directors are of the opinion that adequate provisions have
been made in the financial statements.
31 Related party transactions
In the normal course of business, the Group has entered into a variety of transactions with the subsidiary undertakings of Jardine
Matheson Holdings Limited ("Jardine Matheson group members"). The more significant of these transactions are described
below:
Management fee
The management fee payable by the Group, under an agreement entered into in 1995, to Jardine Matheson Limited was
US$1.9 million (2007: US$1.7 million), being 0.5% per annum of the Group’s underlying profit in consideration for management
consultancy services provided by Jardine Matheson Limited, a wholly-owned subsidiary of Jardine Matheson Holdings Limited.
Property and other services
The Group rented properties to Jardine Matheson group members. Gross rents on such properties in 2008 amounted to
US$8.2 million (2007: US$8.0 million).
Jardine Matheson group members provided property maintenance and other services to the Group in 2008 in aggregate amounting
to US$23.2 million (2007: US$14.9 million).
50 Hongkong Land
31 Related party transactions continued
Hotel management services
Jardine Matheson group members provided hotel management services to the Group in 2008 amounted to US$0.6 million (2007:
US$0.5 million).
Outstanding balances with joint ventures
Amounts of outstanding balances with joint ventures are included in debtors and creditors as appropriate (see Notes 19 and
21).
Directors’ emoluments
Details of Directors’ emoluments (being the key management personnel compensation) are shown on page 59 under the heading
of ‘Directors’ Appointments, Retirement, Remuneration and Service Contracts’.
32 Summarised balance sheet of the Company
Included below is certain summarised balance sheet information of the Company disclosed in accordance with Bermuda law.
Net operating assets
Investments at cost
Unlisted shares in subsidiaries
Net amounts due to subsidiaries
Creditors and other accruals
Capital employed
Share capital (see Note 23)
Revenue and other reserves
Contributed surplus
Revenue reserves
Shareholders’ funds
2008
US$m
2007
US$m
4,481.7
(827.9 )
3,653.8
(19.2 )
4,481.6
(697.0 )
3,784.6
(18.7 )
3,634.6
3,765.9
224.9
2,249.6
1,160.1
3,409.7
3,634.6
229.5
2,364.7
1,171.7
3,536.4
3,765.9
Subsidiaries are shown at cost less amounts provided.
The contributed surplus was set up on the formation of the Company in 1989 and, under the Bye-Laws of the Company, is
distributable.
Annual Report 2008 51
Notes to the Financial Statements
33 Principal subsidiaries and joint ventures
The principal subsidiaries and joint ventures of the Group at 31st December 2008 are set out below.
Effective holding %
2007
2008
Issued share capital
Main activities
Country of
incorporation
Subsidiaries
Hongkong Land China Holdings
100 *
100 * USD
200,000,000
Investment holding
Bermuda
Limited
Hongkong Land Limited
100 *
100 * USD
12,000
Group management
Bermuda
Hongkong Land International
100 *
100 * USD
200,000,000
Investment holding
Bermuda
Holdings Limited
The Hongkong Land Company,
100
100 HKD
1,293,180,006
Property investment
Hong Kong
Limited
The Hongkong Land Property
100
100 HKD
200
Property investment
Hong Kong
Company, Limited
HKL (Chater House) Limited
100
100 HKD
1,500,000
Property investment
Hong Kong
HKL (Esplanade) Pte Limited
100
100 SGD
150,000,000
Property investment
Singapore
HKL (Prince’s Building) Limited
100
100 HKD
200
Property investment
Hong Kong
HKL Treasury (Singapore) Pte Limited
100
100 SGD
2
Finance
Singapore
Mulberry Land Company Limited
100
100 HKD
200
Property investment
Hong Kong
The Hongkong Land Finance
100
100 USD
2
Finance
Cayman Islands
(Cayman Islands) Company Limited
HKL (Landmark Hotel) Limited
100
100 HKD
2
Hotel investment
Hong Kong
Hongkong Land Credit Limited
100
100 HKD
200
Finance
Hong Kong
HK Glory Properties Limited
100
100 USD
2
Property development British Virgin
Islands
Tong Yan Development Company
100
100 HKD
400
Property development Hong Kong
Limited
Hongkong Land CB (2005) Limited
100
100 USD
2
Finance
British Virgin
Islands
The Hongkong Land Treasury Services
100
100 SGD
2
Finance
Singapore
(Singapore) Pte Limited
MCL Land Limited (details are
77.4
77.4 SGD
369,985,977
Property development Singapore
shown on pages 53 and 54)
Reid Street Properties Limited
100
100 USD
400
Property investment
British Virgin
Islands
Hongkong Land Singapore (Pte) Ltd
100
100 SGD
100,000
Property management Singapore
* Owned directly
52 Hongkong Land
33 Principal subsidiaries and joint ventures continued
Effective holding %
2007
2008
Issued share capital
Main activities
Country of
incorporation
Joint ventures
Beijing Premium Real Estate Limited
Gaysorn Land Company Limited
40
49
40 USD
12,000,000
Property development Mainland China
49 THB
61,250,000
Property investments
Thailand
and operations
Grosvenor Land Property Fund
21.4
21.4 Ord.USD
28,000
Property investment
Bermuda
Limited
Pref.USD
100
King Kok Investment Limited
Normelle Estates Limited
35
50
35 USD
10,000
Property investment
Mauritius
50 HKD
10,000
Property investment
Hong Kong
One Raffles Quay Pte Limited
33.33 33.33 SGD
6
Property development Singapore
P.T. Jakarta Land
50
50
IDR
3,320,000,000
Property development
Indonesia
and asset
management
Roxas Land Corporation
NorthPine Land Inc
40
40
40 Peso
2,442,500,000
Property investment
The Philippines
40 Peso
1,224,635,200
Property investment
The Philippines
BFC Development Pte Limited
33.33 33.33 SGD
6
Property development Singapore
Longhu Land Limited
50
50 USD
12,000,000
Property development Mainland China
Basecity Investments Limited
46.55 46.55 USD
10,000
Property investment
British Virgin
Islands
Central Boulevard Development
33.3
33.3 SGD
6
Property investment
Singapore
Pte Ltd
Ampang Investments Pte Ltd
40
40 SGD
10
Hotel investment
Singapore
Raise Up Enterprises Ltd
30.3
30.3 USD
10,000
Property investment
British Virgin
Islands
MCL Land Limited’s subsidiaries and joint ventures
MCL Land Holdings Pte Ltd
77.4
77.4 SGD
6,000,000
Property investment
Singapore
MCL Land (Property Management)
77.4
77.4 SGD
1,000,000
Property development Singapore
Pte Ltd
MCL Land (Serangoon) Pte Ltd
77.4
77.4 SGD
1,000,000
Property development Singapore
MCL Land (Grange) Pte Ltd
77.4
77.4 SGD
1,000,000
Property development Singapore
Richdeal Pte Ltd
77.4
77.4 SGD
1,000,000
Property development Singapore
MCL Land (Properties) Pte Ltd
77.4
77.4 SGD
1,000,000
Property development Singapore
Superport Pte Ltd
77.4
77.4 SGD
1,000,000
Property development Singapore
Annual Report 2008 53
Notes to the Financial Statements
33 Principal subsidiaries and joint ventures continued
Effective holding %
2007
2008
Issued share capital
Main activities
Country of
incorporation
MCL Land Limited’s subsidiaries and joint ventures continued
Maxgrowth Pte Ltd
77.4
77.4 SGD
1,000,000
Property development Singapore
Acecharm Pte Ltd
77.4
77.4 SGD
1,000,000
Property development Singapore
MCL Land Realty Pte Ltd
77.4
77.4 SGD
1,000,000
Property development Singapore
MCL Land Development Pte Ltd
77.4
77.4 SGD
1,000,000
Property development Singapore
MCL Land (Prime) Pte Ltd
77.4
77.4 SGD
1,000,000
Property development Singapore
Caseldine Investments Pte Ltd
77.4
77.4 SGD
1,000,000
Property development Singapore
Kedron Investments Pte Ltd
77.4
77.4 SGD
1,000,000
Property development Singapore
MCL Land (Warren) Pte Ltd
77.4
77.4 SGD
1,000,000
Property development Singapore
MCL (Century Gardens) Sdn Bhd
77.4
77.4 MYR
6,608,763
Property investment
Malaysia
(previously known as Century
Gardens Sdn Bhd)
MCL (Pantai View) Sdn Bhd
77.4
77.4 MYR
2,000,000
Property investment
Malaysia
(previously known as Pantai View
Sdn Bhd)
Calne Pte Ltd
38.7
38.7 SGD
1,000,000
Property development Singapore
Grange Development Pte Ltd
41.4
41.4 SGD
1,000,000
Property development Singapore
Golden Quantum Acres Sdn Bhd
38.7
38.7 MYR
10,764,210
Property development Malaysia
Sunrise MCL Land Sdn Bhd
38.7
38.7 MYR
2,000,000
Property development Malaysia
MSL Properties Sdn Bhd
38.7
38.7 MYR
3,000,000
Property development Malaysia
(previously known as Landmarks Land
& Properties Sdn Bhd)
54 Hongkong Land
Independent Auditor’s Report
To the members of Hongkong Land Holdings Limited
We have audited the accompanying consolidated financial statements of Hongkong Land Holdings Limited
and its subsidiaries (the ‘Group’) which comprise the consolidated balance sheet as of 31st December 2008
and the consolidated profit and loss account, consolidated statement of recognised income and expense and
consolidated cash flow statement for the year then ended and a summary of significant accounting policies
and other explanatory notes.
Directors’ Responsibility for the Financial Statements
The Company’s Directors are responsible for the preparation and fair presentation of these consolidated
financial statements in accordance with International Financial Reporting Standards and with the requirements
of Section 90 of the Bermuda Companies Act. This responsibility includes: designing, implementing and
maintaining internal control relevant to the preparation and fair presentation of financial statements that are
free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting
policies; and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We
conducted our audit in accordance with International Standards on Auditing. Those Standards require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation
of the financial statements in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
financial position of the Group as of 31st December 2008, and its financial performance and its cash flows for
the year then ended in accordance with International Financial Reporting Standards and with the requirements
of the Bermuda Companies Act.
Other Matters
This report, including the opinion, has been prepared for and only for the Company’s members as a body in
accordance with Section 90 of the Bermuda Companies Act and for no other purpose. We do not, in giving
this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report
is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLP
London
United Kingdom
5th March 2009
Annual Report 2008 55
Five Year Summary
2004
US$m
2005
US$m
2006
US$m
2007
US$m
2008
US$m
Profit/(loss) attributable to shareholders
1,688
2,061
1,901
2,840
(109 )
Underlying profit attributable to shareholders
197
188
245
345
375
Investment properties
7,289
9,779
11,651
14,261
13,703
Net debt
1,489
1,855
2,312
2,431
2,601
Shareholders’ funds
5,205
7,215
9,197
11,833
11,313
Adjusted shareholders’ funds*
6,072
8,592
10,922
14,041
13,308
Net asset value per share
2.34
3.24
4.01
5.16
Adjusted net asset value per share*
2.73
3.86
4.76
6.12
US$
US$
US$
US$
US$
5.03
5.92
Underlying earnings/dividends
Adjusted net asset value
per share (US¢)
per share* (US$)
Underlying earnings
Dividends
16.41
15.02
13.00
13.00
4.76
3.86
10.98
10.00
2.73
6.12
5.92
8.86
7.00
8.42
8.00
’04
’05
’06
’07
’08
’04
’05
’06
’07
’08
* Based on shareholders’ funds excluding deferred
tax on revaluation surpluses of investment
properties that would not be payable if the
properties were sold
20
15
10
5
56 Hongkong Land
6
5
4
3
2
1
0
Responsibility Statement
The Directors of the Company confirm to the best of their knowledge that:
a.
the consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards, including International Accounting Standards and Interpretations adopted by the
International Accounting Standards Board; and
b. the sections of this Report which constitute the management report include a fair review of all information
required to be disclosed by the Disclosure and Transparency Rules 4.1.8 to 4.1.11 issued by the Financial
Services Authority of the United Kingdom.
For and on behalf of the Board
A J L Nightingale
Y K Pang
Directors
5th March 2009
Annual Report 2008 57
Corporate Governance
The Group’s corporate governance relies on a combination of shareholder, board and management supervision
and strict compliance, internal audit and risk control procedures, within the context of the various international
regulatory regimes to which the Group is subject.
Hongkong Land Holdings Limited is incorporated in Bermuda. The Group’s property interests are almost
entirely in Asia. The Company has its primary share listing on the London Stock Exchange and secondary
listings in Bermuda and Singapore. The primary corporate governance regime applicable to the Company
arises under the laws of Bermuda, including under certain specific statutory provisions that apply to the
Company alone. The Company has fully complied with that governance regime. The Company is not subject
to the Combined Code (the ‘Code’) that applies to United Kingdom incorporated companies listed in London,
but this Report outlines the significant ways in which its corporate governance practices differ from those set
out in the Code.
The Management of the Group
The Company has its dedicated executive management under the Chief Executive. The Memorandum of
Association of the Company, however, provides for the chairman of Jardine Matheson Holdings Limited
(‘Jardine Matheson’) to be, or to appoint, the Managing Director of the Company. The managing director of
Jardine Matheson has been so appointed. Reflecting this, and the 49% interest of the Jardine Matheson group
in the Company’s share capital, the Chief Executive and the Managing Director meet regularly. Similarly, the
board of the Hong Kong-based Group management company, Hongkong Land Limited (‘HKL’), and its finance
committee are chaired by the Managing Director and include Group executives and the group finance director,
the group strategy director and the group general counsel of Jardine Matheson.
The Board
The Company currently has a Board of 12 Directors: the Chief Executive; five executives of Jardine Matheson;
and six non-executive Directors. Their names and brief biographies appear on page 15 of this Report. The
Chairman has been appointed in accordance with the provisions of the Bye-laws of the Company, which
provide that the chairman of Jardine Matheson, or any Director nominated by him, shall be the Chairman of
the Company. The composition and operation of the Board reflect the approach to management described in
this Report. The Board regards Asian business experience and relationships as more valuable attributes of its
non-executive Directors than formal independence criteria. The Company does not have nomination or
remuneration committees or a formal Board evaluation process. Decisions on nomination and remuneration
result from consultations between the Chairman and the Managing Director and other Directors as they
consider appropriate. The four executives of Jardine Matheson on the board of HKL, being A J L Nightingale,
Jonathan Gould, Mark Greenberg and James Riley, also form the HKL audit committee that has responsibility
for the Group. The Board has not designated a ‘senior independent director’ as set out in the Code.
Among the matters which the Board of the Company decides are the Group’s business strategy, its annual
budget, dividends and major corporate activities. Responsibility for implementing the Group’s strategy is
delegated to the Company’s executive management, with decision-making authority within designated
financial parameters delegated to the HKL finance committee. In addition, certain Directors of the Company
based outside Asia make regular visits to Asia and Bermuda, where they participate in five annual strategic
reviews, four of which normally precede the full Board meetings. These Directors’ knowledge of the region
and the Group’s affairs reinforces the process by which business is reviewed by the Board.
The Board is scheduled to hold four meetings in 2009, and ad hoc procedures are adopted to deal with urgent
matters. Two meetings each year are held in Bermuda and two in Asia. The Board receives high quality, up to
date information for each of its meetings, which has previously been considered and approved at meetings of
the board of HKL. This information is also the subject of a strategy review in a cycle of meetings (in Bermuda
or Asia, as appropriate) prior to consideration by the Board itself.
58 Hongkong Land
Directors’ Appointment, Retirement, Remuneration and Service Contracts
Candidates for appointment as executive Directors of the Company, or as executive directors of HKL or senior
executives elsewhere in the Group may be sourced internally, from the Jardine Matheson group or externally
using the services of specialist executive search firms. The aim is to appoint individuals of the highest calibre in
their area of expertise, combining international best practice with experience of and an affinity with Asian
markets.
Each new Director is appointed by the Board and in accordance with Bye-law 92 of the Company’s Bye-laws,
each new Director is subject to retirement at the first Annual General Meeting after appointment. Thereafter,
the Director will be subject to retirement by rotation pursuant to Bye-law 85 whereby one-third of the Directors
retire at the Annual General Meeting each year. These provisions apply to both executive and non-executive
Directors, but the requirement to retire by rotation pursuant to Bye-law 85 does not extend to the Chairman
or Managing Director.
On 19th June 2008, Lord Powell of Bayswater was appointed as a Director of the Company. In accordance
with Bye-law 85, Mark Greenberg, R C Kwok and Percy Weatherall retire by rotation at the Annual General
Meeting and, being eligible, offer themselves for re-election. In accordance with Bye-law 92, Lord Powell of
Bayswater will also retire, and, being eligible, offer himself for re-election. None of the Directors proposed for
re-election has a service contract with the Company or its subsidiaries.
The Company’s policy is to offer competitive remuneration packages to its senior executives. It is recognised
that, due to the nature of the Group and its diverse geographic base, a number of its senior executives,
including the Chief Executive, are required to be offered international terms. The nature of the remuneration
packages is designed to reflect this, for example by the provision of accommodation.
Non-executive Directors’ fees are decided upon by shareholders in general meeting as provided for by the
Company’s Bye-laws. For the year ended 31st December 2008, the Directors received from the Group
US$1.8 million (2007: US$1.6 million) in Directors’ fees and employee benefits, being US$0.2 million
(2007: US$0.3 million) in Directors’ fees, US$1.5 million (2007: US$1.2 million) in short-term employee
benefits including salary, bonus, accommodation and deemed benefits in kind and US$0.1 million
(2007: US$0.1 million) in post-employment benefits. The information set out in this paragraph forms part of
the audited financial statements.
The Company has in place shadow share option schemes under which cash bonuses are paid based on the
performance of the Company’s share price over a period. The shadow schemes were established to provide
longer-term incentives for executive Directors and senior managers. Shadow share options are granted after
consultation between the Chairman, the Managing Director and the Chief Executive and other Directors as
they consider appropriate.
The Company purchases insurance to cover its Directors against their costs in defending themselves in civil
proceedings taken against them in that capacity and in respect of damages resulting from the unsuccessful
defence of any proceedings. To the extent permitted by law, the Company also indemnifies its Directors.
Neither the insurance nor the indemnity provides cover where the Director has acted fraudulently
or dishonestly.
Directors’ Responsibilities in respect of the Financial Statements
The Directors are required under the Bermuda Companies Act 1981 to prepare financial statements for each
financial year and to present them annually to the Company’s shareholders at the Annual General Meeting.
The financial statements should present fairly in accordance with International Financial Reporting Standards
(‘IFRS’) the financial position of the Group at the end of the year and the results of its operations and its cash
flows for the year then ended. The Directors consider that applicable accounting policies under IFRS, applied
on a consistent basis and supported by prudent and reasonable judgements and estimates, have been followed
in preparing the financial statements.
Annual Report 2008 59
Corporate Governance
Code of Conduct
The Group conducts business in a professional, ethical and even-handed manner. Its ethical standards
are clearly set out in the Group’s Code of Conduct, a set of guidelines to which every employee must
adhere. The code requires that all Group companies comply with all laws of general application, all rules and
regulations that are industry specific and proper standards of business conduct. The code prohibits the giving
or receiving of illicit payments, and requires all employees to be treated fairly, impartially and with respect. It
also requires that all managers must be fully aware of their obligations under the Code of Conduct and
establish procedures to ensure compliance at all levels within their organisations. The Group has in place
procedures by which employees can raise, in confidence, matters of serious concern in areas such as financial
reporting or compliance.
Internal Control
The Board has overall responsibility for the Group’s system of internal control. The system of internal control is
designed to manage, rather than eliminate, business risk; to help safeguard the Group’s assets against fraud
and other irregularities; and to give reasonable, but not absolute, assurance against material financial
misstatement or loss.
The principal risks and uncertainties facing the Company are set out on page 62.
The Board has delegated to the audit committee of HKL responsibility for reviewing the operation and
effectiveness of the Group’s system of internal control and the procedures by which this is monitored. The
audit committee considers the system and procedures on a regular basis, and reports to the Board semi-
annually. The chief executive and finance director of HKL, together with representatives of the internal and
external auditors, attend the meetings of the audit committee by invitation.
Executive management is responsible for the implementation of the system of internal control throughout the
Group and the internal audit function monitors the effectiveness of the system. The internal audit function is
outside the operating businesses and reports its findings, and recommendations for any corrective action
required, to the audit committee of HKL.
The Group has in place an organisational structure with defined lines of responsibility and delegation of
authority. There are established policies and procedures for financial planning and budgeting; for information
and reporting systems; for assessment of risk; and for monitoring the Group’s operations and performance.
The information systems in place are designed to ensure that the financial information reported is reliable and
up to date.
The Company’s policy on commercial conduct is also an important part of the Group’s internal control process,
particularly in the area of compliance. The policy, as set out in the Code of Conduct, is reinforced and monitored
by an annual compliance certification process.
The audit committee of HKL has also been given the responsibility to oversee the effectiveness of the formal
procedures for employees to raise any matters of serious concern, and is required to review any reports made
under those procedures that are referred to it by the internal audit function.
Prior to completion and announcement of the half-year and year-end results, a review of the financial
information and of any issues raised in connection with the preparation of the results is undertaken by the
audit committee of HKL with the executive management and a report is received from the external auditors.
The external auditors also have access to the full Board, in addition to the Chief Executive, Chief Financial
Officer and other senior executives.
The audit committee of HKL keeps under review the nature, scope and results of the external audit and the
audits conducted by the internal audit department. The audit committee of HKL also keeps under review the
independence and objectivity of the external auditors.
60 Hongkong Land
Directors’ Share Interests
The Directors of the Company in office on 18th March 2009 had interests (within the meaning of the Disclosure
and Transparency Rules (‘DTRs’) of the Financial Services Authority (the ‘FSA’) of the United Kingdom) set out
below in the ordinary share capital of the Company. These interests included those notified to the Company
in respect of the Directors’ connected persons (as that term is used in the DTRs in relation to companies
incorporated outside the United Kingdom).
Simon Keswick
A J L Nightingale
Y K Pang
Charles Allen-Jones
R C Kwok
Dr Richard Lee
Substantial Shareholders
74,521
2,184
38,000
60,000
15,261
3,678,685
As a non-UK issuer, the Company is subject to the DTRs pursuant to which a person must notify the Company
of the percentage of voting rights attaching to the share capital of the Company that he holds in certain
circumstances. The obligation to notify arises if that person acquires or disposes of shares in the Company
which results in the percentage of voting rights which he holds reaching, exceeding or falling below 5%, 10%,
15%, 20%, 25%, 30%, 50% and 75%.
The Company has been informed of the holding of voting rights of 5% or more attaching to the Company’s
issued ordinary share capital by Jardine Strategic, which is directly interested in 1,109,336,616 ordinary shares
carrying 49.32% of the voting rights. By virtue of its interest in Jardine Strategic, Jardine Matheson is also
interested in the same ordinary shares. Apart from this shareholding, the Company is not aware of any holders
of voting rights of 5% or more attaching to the issued ordinary share capital of the Company as at
18th March 2009.
There were no contracts of significance with corporate substantial shareholders during the year under
review.
Relations with Shareholders
The Company maintains a dialogue with major shareholders and holds meetings following the announcement
of the annual and interim results with institutional shareholders. A corporate website is maintained containing
a wide range of information of interest to investors at www.hkland.com.
The 2009 Annual General Meeting will be held on 6th May 2009. The full text of the resolutions and explanatory
notes in respect of the meeting are contained in the Notice of Meeting which accompanies this Report.
Securities Purchase Arrangements
At the Annual General Meeting held on 7th May 2008, shareholders renewed the approval of a general
mandate authorising the Directors to effect purchases by the Company or its subsidiaries of the Company’s
own ordinary shares of less than 15% in aggregate of its issued share capital.
During the year, the Company repurchased and cancelled 45,900,000 ordinary shares of the Company for an
aggregate consideration of US$120 million. The repurchased ordinary shares represented 2% of the Company’s
issued ordinary share capital.
Related Party Transactions
Details of transactions with related parties entered into by the Company during the course of the year are
included in Note 31 to the financial statements on pages 50 and 51. There were no transactions entered into
by the Company during the course of the year to which the related party transaction rules of the FSA in the
United Kingdom apply.
Annual Report 2008 61
Principal Risks and Uncertainties
The Board has overall responsibility for risk management and internal control. The process by which the Group
identifies and manages risk is set out in more detail on page 60 of the Corporate Governance section of
this Report. The following are the principal risks and uncertainties facing the Company as required to be
disclosed pursuant to the Disclosure and Transparency Rules issued by the Financial Services Authority of the
United Kingdom and are in addition to the matters referred to in the Chairman’s Statement and Chief
Executive’s Review.
Economic Risk
The Group is exposed to the risk of negative developments in global and regional economies, and financial and
property markets, either directly or through the impact on the Group’s joint venture partners, bankers, suppliers
or tenants. These developments can result in:
• recession, inflation, deflation and currency fluctuations;
• restrictions in the availability of credit, increases in financing and construction costs and business failures;
and
• reductions in office and retail rents, office and retail occupancy and sales prices of, and demand for,
residential developments.
Such developments might increase costs of sales and operating costs, reduce revenues, or result in reduced
valuations of the Group’s investment properties or in the Group being unable to meet in full its strategic
objectives.
Commercial Risk and Financial Risk
Risks are an integral part of normal commercial practices, and where practicable steps are taken to mitigate
such risks. These risks are further pronounced when operating in volatile markets.
The Group makes significant investment decisions in respect of commercial and residential development
projects that take time to come to fruition and achieve the desired returns and are, therefore, subject to
market risks. These risks are further pronounced when operating in volatile markets.
The Group operates in areas that are highly competitive, and failure to compete effectively in terms of price,
product specification or levels of service can have an adverse effect on earnings as can construction risks in
relation to new developments. Significant pressure from such competition may lead to reduced margins. The
quality and safety of the products and services provided by the Group are also important and there is an
associated risk if they are below standard.
The steps taken by the Group to manage its exposure to financial risk are set out in the Financial Review on
pages 13 to 14 and in Note 2 to the Financial Statements on pages 25 to 28.
Regulatory and Political Risk
The Group is subject to a number of regulatory environments in the territories in which it operates. Changes
in the regulatory approach to such matters as foreign ownership of assets and businesses, exchange controls,
planning controls, tax rules and employment legislation have the potential to impact the operations and
profitability of the Group. Changes in the political environment in such territories can also affect the Group.
Terrorism, Pandemic and Natural Disasters
A number of the Group’s interests are vulnerable to the effects of terrorism, either directly through the impact
of an act of terrorism or indirectly through the impact of generally reduced economic activity in response to
the threat of or an actual act of terrorism.
The Group would be impacted by a global or regional pandemic which could be expected to seriously affect
economic activity and the ability of our business to operate smoothly. In addition, many of the territories in
which the Group is active can experience from time to time natural disasters such as earthquakes
and typhoons.
62 Hongkong Land
Shareholder Information
Financial Calendar
2008 full-year results announced
Share registers closed
Annual General Meeting to be held
2008 final dividend payable
2009 half-year results to be announced
5th March 2009
23rd to 27th March 2009
6th May 2009
13th May 2009
6th August 2009 *
Share registers to be closed
31st August to 4th September 2009 *
2009 interim dividend payable
21st October 2009 *
* Subject to change
Dividends
Shareholders will receive their dividends in United States Dollars, unless they are registered on the Jersey
branch register where they will have the option to elect for sterling. These shareholders may make new
currency elections for the 2008 final dividend by notifying the United Kingdom transfer agent in writing by
24th April 2009. The sterling equivalent of dividends declared in United States Dollars will be calculated by
reference to a rate prevailing on 29th April 2009. Shareholders holding their shares through The Central
Depository (Pte) Limited (‘CDP’) in Singapore will receive United States Dollars unless they elect, through CDP,
to receive Singapore Dollars.
Registrars and Transfer Agent
Shareholders should address all correspondence with regard to their shareholdings or dividends to the
appropriate registrar or transfer agent.
Principal Registrar
Jardine Matheson International Services Limited
P O Box HM 1068
Hamilton HM EX
Bermuda
Jersey Branch Registrar
Capita Registrars (Jersey) Limited
12 Castle Street
St Helier, Jersey JE2 3RT
Channel Islands
United Kingdom Transfer Agent
Capita Registrars
The Registry
34 Beckenham Road
Beckenham, Kent BR3 4TU
England
Singapore Branch Registrar
M & C Services Private Limited
138 Robinson Road #17-00
The Corporate Office
Singapore 068906
Press releases and other financial information can be accessed through the Internet at www.hkland.com.
Annual Report 2008 63
Management and Offices
Hongkong Land Limited
Offices
Directors
A J L Nightingale Chairman
Y K Pang Chief Executive
G M Brown Finance Director
R M J Chow
R Garman
Jonathan Gould
Mark Greenberg
D P Lamb
James Riley
J A Robinson
M Whitehead
R Wong
Corporate Secretary
N M McNamara
64 Hongkong Land
Hongkong Land Holdings
Limited
Jardine House
33-35 Reid Street
Hamilton, Bermuda
Tel +1441 292 0515
Fax +1441 292 4072
E-mail: chw@jardines.com
C H Wilken
Hongkong Land Limited
Hongkong Land (Chongqing)
Management Company Limited
4/F, Zone A, Neptune Building
No. 62 Star Light Road
New North Zone
Chongqing 401147
China
Tel +8623 6703 3016-8
Fax +8623 6703 3888
E-mail: jkwok@hklandbj.com /
lcf@hklandbj.com
Joe Kwok / Ling Chang Feng
One Exchange Square, 8th Floor
Representative Offices
Hong Kong
Tel +852 2842 8428
Fax +852 2845 9226
E-mail: ykp@hkland.com
Y K Pang
Hongkong Land (Singapore)
Pte. Limited
One Raffles Quay
North Tower #31-03
Singapore 048583
Tel +65 6238 1121
Fax +65 6238 1131
E-mail: robgarman@hkland.com
Robert Garman
Hongkong Land
(Asia Management) Limited
Suite 508, 63 Ly Thai To Building
63 Ly Thai To Street
Hanoi, Vietnam
Tel +844 3824 0753
Fax +844 3824 0769
E-mail: slam@hkland.com
Shirley Lam
Hongkong Land (Beijing)
Management Company Limited
Shanghai
Unit 1109C, Bund Centre
222 Yanan Road (East)
Shanghai 200002
China
Tel +8621 6335 1220
Fax +8621 6335 0100
E-mail: sko@hkland.com /
vsun@hkland.com
Stanley Ko / Vincent Sun
Vietnam
8/F, SATRA Dong Khoi Building
58 Dong Khoi St., District 1
Ho Chi Minh City
Vietnam
Tel +848 3827 9006
Fax +848 3827 9020
E-mail: cosimo.jencks@hkland.com
Cosimo Jencks
India
Suite 202, The Taj Mahal Palace & Tower
Apollo Bunder
Mumbai 400001
India
Tel +9122 6665 3366
Fax +9122 6665 0300
Room 303, Block 26, Central Park
No. 6 Chaoyangmenwai Avenue
E-mail: handrew@hkland.com
Hugh Andrew
Chaoyang District
Beijing 100020, China
Tel +8610 6597 0921
Fax +8610 6597 0925
E-mail: jkwok@hklandbj.com
Joe Kwok
Report of the Valuers
To Hongkong Land Holdings Limited
Dear Sirs,
Revaluation of Commercial Investment Properties Held on Leases
Further to your instructions, we have valued in our capacity as external valuers the commercial investment
properties held on leases as described in the Annual Report of Hongkong Land Holdings Limited. We are of
the opinion that the market value of the commercial investment properties held on leases in Hong Kong,
Singapore and Vietnam as at 31st December 2008, totalled US$13,686,700,000 (United States Dollars Thirteen
Thousand Six Hundred Eighty Six Million and Seven Hundred Thousand).
Our valuations are prepared in accordance with the International Valuation Standards (‘IVS’) (Eighth Edition
2007) by the International Valuation Standards Committee and The HKIS Valuation Standards on Properties by
The Hong Kong Institute of Surveyors.
We have inspected the properties without either making structural surveys or testing the services. We have
been supplied with details of tenure, tenancies and other relevant information.
In arriving at our opinion, each property was valued individually, on market value basis, calculated on the net
income allowing for reversionary potential, however no allowance has been made for expenses of realisation
or for taxation which might arise in the even of disposal.
Yours faithfully,
Jones Lang LaSalle Ltd
Hong Kong, 5th March 2009
Annual Report 2008 65
Property Portfolio
at 31st December 2008
Commercial Investment Property
Hong Kong*
Alexandra House
Chater House
Exchange Square
One Exchange Square
Two Exchange Square
Three Exchange Square
Podium
The Forum
The Hong Kong Club Building
Jardine House
The Landmark
Gloucester Tower
Atrium
Edinburgh Tower
York House
Prince’s Building
Singapore
One Raffles Link
Hanoi, Vietnam
Central Building
63 L’y Thái Tô’
LETTABLE AREA
Total
Office
Retail
Year of
Total
levels completion
Lease
expiry
(in thousands of square feet)
372
464
1,476
148
661
1,325
547
323
418
566
508
321
–
–
142
621
470
–
338
113
402
49
46
–
–
–
49
32
6
40
–
261
143
–
145
4,993
4,222
771
37
33
52
51
33
3
5
25
52
48
8
47
26
29
2899
2898
2057 **
1976
2002
1985
1985
1988
1985
1988
1984
2009
1973
2045 **
2842
1980
1980
1983
2006
1965
2895
309
236
73
10
2000
2095
41
74
37
68
4
6
9
10
1995
1998
2033
2039
115
105
10
* Property in Hong Kong is almost entirely held under leases originally granted from the Crown. Under the Basic Law of the Hong Kong Special Administrative Region,
all rights in relation to such leases will continue to be recognised and protected. All the Group’s investment properties are leasehold and directly held under these leases,
except for an interest in the non-Club area of The Hong Kong Club Building which is held under a sub-lease from The Hong Kong Club.
** There is an option to renew these leases for a further term of 75 years.
66 Hongkong Land
Residential Development Property for sale
Address
Site area
Lease expiry
Hong Kong
The Sail at Victoria
Tai Hang Road
Singapore
Tierra Vue
The Fernhill
Waterfall Gardens
D’Pavilion
The Peak@Balmeg
Hillcrest Villa
Victoria Road
10,735 sq. ft
Tai Hang Road
66,713 sq. ft
St. Patrick’s Road
113,471 sq. ft
Fernhill Road/Stevens Road/Orange Grove Road
29,168 sq. ft
Farrer Road
160,925 sq. ft
Upper Serangoon Road
46,098 sq. ft
Balmeg Hill
184,143 sq. ft
2056
2113
Freehold
Freehold
Freehold
Freehold
Freehold
Hillcrest Road
256,486 sq. ft
2105
Lot 6185M 9866T MK 17
Boon Teck Road
27,858 sq. ft
Lots 570N, 571X, 611N, 612X & 613L TS 26
Ewe Boon Road
63,572 sq. ft
Lot 4239X MK 04
Lot 3078 MK 19
Sixth Avenue / Jalan Haji Alias
69,018 sq. ft
Yishun Avenue 1 / Avenue 2
290,080 sq. ft
Lots 7289V, 9052L & 9053C MK 27
Upper East Coast Road
65,110 sq. ft
Lot 8547P & 8550P MK 18
Nim Road
193,267 sq. ft
Freehold
Freehold
Freehold
2107
Freehold
Freehold
Annual Report 2008 67
Properties in Hong Kong’s Central Business District
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1 One Exchange Square
2 Two Exchange Square
3 Three Exchange Square
4 The Forum
5 Jardine House
6 Chater House
7 Alexandra House
8 Gloucester Tower
9 Edinburgh Tower
10 York House
11 The Landmark Atrium
12 Prince’s Building
13 The Hong Kong Club Building
D
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Since the founding of Hong Kong in 1842, a quarter square mile of land in Central has been the focus of
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business, finance and Government. Today, it is also the location of Hongkong Land’s unique portfolio of
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interconnected buildings. The northern shoreline of Hong Kong Island has been reclaimed four times to
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create this area. The latest major reclamation is part of the Hong Kong SAR Government’s far-sighted
‘Metroplan’, which is creating new land for infrastructure to support future economic growth. Phase 1 of
the Central and Wanchai Reclamation was started in 1993 and completed in 1998. It has provided 20
hectares of new land contiguous with Hongkong Land’s portfolio, strengthening the focus of the Central
business and financial district as well as adding new facilities including the Central Station of the Airport
Railway. The new phase of the reclamation has commenced in 2003, and is expected to be completed by
the end of 2009. It will add 18 hectares of new land to the east of Phase 1 and house the underground
Central Wanchai Bypass and North Hong Kong Island line as well as the waterfront promenade.
The Group’s portfolio accounts for a substantial portion of the prime office space in Hong Kong’s Central
business and financial district. Located within this area are the Hong Kong head offices of many of the
world’s leading banks, the Stock Exchange, the Legislative Council Building and the Hong Kong SAR
Central Government Offices, as well as an unequalled concentration of the world’s finest retail names.
68 Hongkong Land
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Beyond Central & Regional Developments
Singapore
One Raffles Link
CityLink Mall
Marina Bay Financial Centre
One Raffles Quay
Thailand
The Peak@Balmeg
Vietnam
D’Pavilion
Gaysorn
Indonesia
Macau
Central Building
63 L´y Thái Tô’
Jakarta Land
One Central
Hong Kong
Beijing
Chongqing
Shenyang
The Sail at Victoria
Tai Hang Road
Central Park
Bamboo Grove
Park Life
Hongkong Land Holdings Limited
Jardine House Hamilton Bermuda
www.hkland.com
ii Hongkong Land