H
y
s
a
n
D
e
v
e
l
o
p
m
e
n
t
C
o
m
p
a
n
y
L
i
m
i
t
e
d
A
n
n
u
a
l
R
e
p
o
r
t
2
0
1
1
Hysan Development Company Limited
49/F The Lee Gardens
33 Hysan Avenue, Hong Kong
T 852 2895 5777 F 852 2577 5153
www.hysan.com.hk
C M Y
K
A BETTER
FUTURE TODAY
Annual Report 2011
stock code 00014
Contents
1
Overview
16 Who We Are
16 Mission
16 Responsible Business
as the Guiding Principle
17 Our Values
18 2011 Performance at a Glance
20 Chairman’s Statement
2
Strategy in Action
24 Our Marketplace and Our Response
28 The Hysan Community –
Our Investment Property Portfolio
30 Management’s Discussion and Analysis
30 Review of Results
32 Review of Operations
37 Financial Review
40 Treasury Policy
Internal Controls and Risk Management
45
48 Human Resources
3
Corporate Governance
52 Board of Directors and
Senior Management
56 Corporate Governance Report
73 Directors’ Report
81 Directors’ Remuneration
and Interests Report
89 Audit Committee Report
4
Financial Statements
and Valuation
92 Directors’ Responsibility
for the Financial Statements
Independent Auditor’s Report
93
94 Financial Statements
170 Five-Year Financial Summary
172 Report of the Valuer
173 Schedule of Principal Properties
175 Shareholding Analysis
176 Shareholder Information
THE ESSENTIAL READ AND WHY
18
2011 financial and
non-financial performance
20
A year in review and 2012 outlook
24
2011 market conditions and
how Hysan responded
30
Results highlights including
key performance indicators
32
Review of our core leasing segments
37
Report on financial position and
management
40
Prudent treasury policy
45
Risk control and management
48
Our people, our assets
56
Governance structure and
the Board’s work in 2011
Photos on front and back covers:
Hysan Place, Hysan’s next milestone
A BETTER
FUTURE TODAY
2011 was a productive year for Hysan. Against
the backdrop of continued global economic
uncertainties, we delivered a sound business
performance across our core leasing activities.
In addition, we made good progress with
our Hysan Place redevelopment project and
continued to enhance our existing assets,
strategically adding longer-term competitiveness
to our portfolio. We shall continue to further
transform Hysan’s Causeway Bay as a location
of choice for both work and play.
Largest commercial landlord
in vibrant Causeway Bay
Asset enhancements:
Lee Theatre area at the western
gateway of the Hysan community
Next milestone:
Hysan Place
Prime offices in a
dynamic and green
community
An energetic and
unique district in
further transformation
1
Overview
This section begins by stating who we
are, in terms of our mission and core
values. An at-a-glance table gives an
overview of our 2011 financial and
non-financial performances. The
Chairman’s Statement reviews the
year’s work, and highlights our efforts
to further transform our unique
district of Causeway Bay.
14
Hysan Annual Report 2011
16
Who We Are
Mission
16
16
Responsible Business
as the Guiding Principle
17
Our Values
18
2011 Performance
at a Glance
20
Chairman’s Statement
O
v
e
r
v
i
e
w
Hysan Annual Report 2011
15
Who We Are
MISSION
To build, own and manage quality buildings, and
being the occupiers’ partner of choice in the
provision of real estate accommodation and services,
thereby delivering attractive and sustainable returns
to our shareholders.
RESPONSIBLE BUSINESS
AS THE GUIDING PRINCIPLE
Hysan aims to be a successful as well as
responsible business. We pay attention not only to
the results achieved, but also to how we deliver the
same. The principle of being a responsible business
is at the heart of our Company.
16
Hysan Annual Report 2011
OUR VALUES
We foster the highest business ethics and
accountability. At Hysan, we take pride in our work,
acknowledge responsibility for our actions and
endeavour to complete our tasks in the right way.
Our thought leadership applies to all strategic and
operational issues in the quest to create innovative
solutions through collective insight. We aim to take a
market leadership position in whatever we do.
Hysan maintains long-term and mutually beneficial
partnerships with our shareholders, clients, business
partners, employees and the community.
We take responsibility by giving back to the
community. This is achieved through everyday
business operations as well as active participation in
community activities.
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
17
2011 Performance
at a Glance
FINANCIAL PERFORMANCE
With a clear focus and strategic actions, we continued to
achieve results in a fast-changing business environment. It
is also important that we do things the right way. Key
financial and non-financial performance indicators are set
out below.
Turnover
Office Sector’s Revenue
HK$820m 6.5%
Retail Sector’s Revenue
HK$789m 12.7%
HK$1,922m
9.0%
11
10
09
08
07
820
770
747
720
584
11
10
09
08
07
789
700
648
626
522
11
10
09
08
07
0
(HK$ million)
200
400
600
800
1,000
100
0
(HK$ million)
200
300
400
500
600
700
800
0
(HK$ million)
50
100
150
200
250
300
350
• Occupancy at 96%
• Overall positive rental reversion
• Flagship Lee Gardens achieved rentals
exceeding 2008 peak and set rental tone
for new Hysan Place pre-leasing
• Virtually fully-let
• Significant rise of turnover rent by 64.8% to
HK$89 million
• Mainland tourist spending increased by 84%
in The Lee Gardens and Lee Gardens Two
shopping centres
Recurring Underlying Profit
HK$1,310m
14.1%
11
10
09
08
07
Recurring Underlying Profit
HK$1,310m 14.1%
1,310
1,148
1,110
1,066
950
Recurring Underlying Earnings per Share
HK123.92cents 13.5%
11
10
09
08
07
123.92
109.15
106.09
102.57
90.32
11
10
09
08
07
0
(HK$ million)
300
600
900
1,200
1,500
0
(HK cents)
30
60
90
120
150
0
10
(HK cents)
20
30
40
50
60
70
80
• Increase reflects improvements in gross
profit generated from core leasing
activities and higher investment income
• Being Recurring Underlying Profit divided
by weighted average number of ordinary
shares for the purpose of basic earnings
per share
313
294
285
292
262
79
74
68
68
60
Net Asset Value per Share
HK$46.00
19.1%
11
10
09
08
07
Property Value
HK$49,969m 22.4%
49,969
40,833
37,363
35,850
35,711
Shareholders’ Funds
HK$48,753m 19.9%
48,753
40,677
37,216
34,811
35,214
11
10
09
08
07
11
10
09
08
07
46.00
38.61
35.42
33.44
33.94
0
(HK$ million)
10,000
20,000
30,000
40,000
50,000
0
(HK$ million)
10,000
20,000
30,000
40,000
50,000
0
(HK$)
10
20
30
40
50
Valuation Surplus
Cost
• Investment property portfolio valued by an
independent professional valuer, on the
basis of open market value
• Valuation reflects improved rental rates as
well as the increase in site value of and
construction costs expended on Hysan
Place, which is near completion
• Increase mainly due to a rise in valuation
of investment properties
18
Hysan Annual Report 2011
Chairman’s Statement
Overview
The Hong Kong economy expanded strongly in the first quarter of 2011. This was followed by
more moderate growth during the remaining part of 2011, principally attributable to weakened
exports in light of increased uncertainties in the global economic environment. Nevertheless,
domestic demand remained robust on the back of favourable labour market conditions and
strength in inbound tourism. Strong consumption momentum continued to fuel growth in the
retail leasing market. For the Grade “A” office leasing market, tight supply offered support
amidst slowing new demand.
Business Performance
Against this backdrop, Hysan recorded a satisfactory performance in 2011 with revenue growth
across our entire core leasing business. The Group’s 2011 turnover was HK$1,922 million, up
9.0% from HK$1,764 million in 2010. The retail sector showed a growth of 12.7%, while both
the office and residential sectors recorded an increase of 6.5%. The retail sector was virtually
fully-let. Occupancy of office and residential sectors at year-end 2011 stood at 96% and 95%
respectively.
Recurring Underlying Profit, the key measurement of our core leasing business performance,
was up 14.1% to HK$1,310 million (2010: HK$1,148 million), reflecting improvement in gross
profit generated from our core leasing activities. Higher investment income was also recorded.
Our Underlying Profit, which excludes unrealised changes in fair value of investment properties,
was also HK$1,310 million (2010: HK$1,148 million). Basic earnings per share based on
Recurring Underlying Profit correspondingly rose to HK123.92 cents (2010: HK109.15 cents).
At year-end 2011, the external valuation of the Group’s investment property portfolio increased
by 22.4% to HK$49,969 million (2010: HK$40,833 million), reflecting improved rental rates
for our core portfolio as well as the increase in site value of and construction costs expended
on Hysan Place, which is near completion. Taking into consideration the fair value change of
investment properties, the Group’s Reported Profit for 2011 was HK$8,545 million (2010:
HK$3,844 million). Shareholders’ Funds increased by 19.9% to HK$48,753 million (2010:
HK$40,677 million).
Our financial position remains strong, with net interest coverage of 12.3 times (2010:
14.0 times) and net debt to equity ratio of 7.6% (2010: 6.4%).
The Board of Directors (the “Board”) recommends the payment of a final dividend of
HK64 cents per share (2010: HK60 cents). Together with the interim dividend of HK15 cents
per share (2010: HK14 cents), there is an aggregate distribution of HK79 cents per share,
representing a year-on-year increase of 6.8%. Subject to shareholder approval, the final
dividend will be payable in cash with a scrip dividend alternative.
20
Hysan Annual Report 2011
2
Strategy in Action
This section starts with an overview
of Hong Kong’s macroeconomic
environment and property leasing
markets in 2011, followed by Hysan’s
strategic actions in response to the
market developments. We then
discuss in detail our operations and
performances, finance, risks and
people management during the year.
22
Hysan Annual Report 2011
24
Our Marketplace
and Our Response
28
The Hysan Community –
Our Investment Property Portfolio
30
Management’s Discussion
and Analysis
30
Review of Results
32
Review of Operations
37
Financial Review
40
Treasury Policy
45
Internal Controls
and Risk Management
48
Human Resources
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
Hysan Annual Report 2011
23
Our Marketplace
and Our Response
In 2011, uncertain global economic environment set the
backdrop for the property leasing market in Hong Kong.
Our three leasing segments responded successfully to
such market changes.
Hong Kong Economy
The Hong Kong economy recorded a moderate GDP
growth of 5% in 2011. The growth moderation was mainly
caused by a slowdown in exports since the second
quarter of 2011 amid a worsening global economic
environment. Domestic consumption nevertheless
displayed remarkable resilience throughout the year,
thereby rendering a strong cushion to overall economic
performance. Total employment in Hong Kong rose to 3.7
million as of December 2011, while the unemployment
rate fell to 3.3%. Inflation rate was 5.3% in 2011.
Kong amounted to 2.0 million square feet in the year.
Decentralised Kowloon East recorded a significant net-
absorption. Among the core districts (Central, Causeway Bay/
Wanchai and Tsim Sha Tsui), Causeway Bay/Wanchai was the
largest contributor with a positive net take-up of around
160,000 square feet.
Despite a slowdown in new demand and expansion activities,
the market saw considerable demand from companies
seeking cost-saving relocation opportunities – especially those
from Central – to more affordable options in other sub-
markets as mentioned above. At the end of December 2011,
the overall vacancy rate in Causeway Bay/Wanchai fell to
1.9%. The graph on the right shows the vacancy rate of Grade
“A” office in Central, Causeway Bay/Wanchai, Tsim Sha Tsui
and Kowloon East for both 2010 and 2011.
All Grade “A” office sub-markets witnessed double-digit rental
growth in 2011. Recording an annual rental growth of 20.2%,
Causeway Bay/Wanchai outperformed the other two core
districts, namely Central (10.2%) and Tsim Sha Tsui (19.2%).
During the last quarter, Central rental levels fell by 4.5%.
Rents in Causeway Bay/Wanchai fell by 1.1%, while those of
Tsim Sha Tsui grew by 2.4%. It should be noted that the rental
gap between Causeway Bay/Wanchai and Central remained
wide during the year (see the graph on the right).
* The new supply and net take-up figures in 2011 exclude Hong Kong
Government Headquarters in Admiralty.
Source: Jones Lang LaSalle (data as of March 2012)
The Hong Kong economy recorded a moderate GDP growth in 2011
Office
The Grade “A” office market started strongly with buoyant
demand in the first half of 2011. However, concerns over
the growing global economic uncertainties led to slowing
new demand and expansion activities since mid-year.
New Grade “A” office supply* totalled 1.6 million square
feet in 2011. The majority of space was located in
decentralised areas. Such a new supply level was
considerably lower than that in 2008 (3.7 million square
feet), which then coincided with reduced demand amidst
the global financial crisis. Overall net take-up* in Hong
Hysan’s office portfolio maintains a balanced tenant mix
24
Hysan Annual Report 2011
Our Marketplace
and Our Response
Retail
Overall annual retail sales in Hong Kong remained buoyant during the year, with an increase of
24.9% in 2011 over the previous year (see the graph below).
Consumer confidence remained high, with private consumption expenditure rising by 8.6% in 2011.
Retailers continued to benefit from the influx of Mainland visitors in Hong Kong. In 2011, Mainland
arrivals hit 28.1 million, accounting for 67.0% of the total arrivals in the year (see the graph below).
In terms of new supply, two major retail developments were completed in 2011. They are located in
Kowloon and the New Territories. Rents for premium prime shopping centres rose by 16.1% in
2011.
Hong Kong Total Retail Sales
Total Number of Visitors
HK$ billion
450
400
350
300
250
200
150
100
247
12.8%
273
10.6%
07
08
275
0.6%
09
Total Retail Sales
Year-on-Year % Change
406
24.9%
325
18.3%
10
11
30%
25%
20%
15%
10%
5%
0
Million
50
40
30
20
10
0
42
33.0%
67.0%
36
37.0%
63.0%
28
45.0%
55.0%
30
42.9%
30
39.3%
57.1%
60.7%
07
08
09
10
11
Number of Other Visitors
Number of Mainland China Visitors
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
07
08
09
10
11
Source: Census and Statistics Department (data as of March 2012)
Source: Hong Kong Tourism Board (data as of March 2012)
Source: Jones Lang LaSalle (data as of March 2012)
Luxury Residential
During the first half of the year, the luxury residential
leasing market was characterised by a positive market
sentiment on the back of increasing new expatriate
arrivals. However, the market was affected by sluggish
corporate expansion activity in the second half of the year,
especially in the financial sector. It has resulted in reduced
new demand for luxury residential leasing for expatriate staff.
Leasing activity was mainly driven by local relocations as
some expatriates embarked on cost-saving exercises.
Rents for luxury properties edged down marginally by less
than 1% in the second half of 2011 after rising by about 5% in
the first half. Overall, luxury residential rents increased by
4.4% in 2011 but were still below the market highs of 2008
(see the graph on the right).
Luxury Residential Rental Index (2009 Q4=100)
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
07
08
09
10
11
Source: Jones Lang LaSalle (data as of March 2012)
Index
140
130
120
110
100
90
80
Index
135
130
125
120
115
110
105
100
95
90
Premium Prime Shopping Centre Rental Index
(2009 Q4=100)
Social and cultural activities in our Bamboo Grove help build a thriving
community for residents
26
Hysan Annual Report 2011
Hong Kong Total Retail Sales
HK$ billion
Total Number of Visitors
450
400
350
300
250
200
150
100
247
12.8%
273
10.6%
325
18.3%
275
0.6%
09
406
24.9%
30%
25%
20%
15%
10%
5%
0
Million
50
40
30
20
10
0
42
33.0%
67.0%
36
37.0%
63.0%
28
45.0%
55.0%
30
42.9%
30
39.3%
57.1%
60.7%
07
08
10
11
07
08
09
10
11
The renovated retail podium at Leighton Centre has
become a trendy shopping venue
Premium Prime Shopping Centre Rental Index
(2009 Q4=100)
Index
140
130
120
110
100
90
80
Total Retail Sales
Year-on-Year % Change
Number of Other Visitors
Number of Mainland China Visitors
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
07
08
09
10
11
Source: Census and Statistics Department (data as of March 2012)
Source: Hong Kong Tourism Board (data as of March 2012)
Source: Jones Lang LaSalle (data as of March 2012)
Luxury Residential Rental Index (2009 Q4=100)
Index
135
130
125
120
115
110
105
100
95
90
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
07
08
09
10
11
Source: Jones Lang LaSalle (data as of March 2012)
Hysan’s Response
Riding on strong private consumption
and inbound tourism, our retail
portfolio recorded a sound growth.
We captured market opportunities by
reinforcing the luxury positioning of
the Lee Gardens hub and rejuvenating
the trendy Lee Theatre hub.
Our marketing strategies include
strengthening our customer base and
loyalty of shoppers and launching
promotion activities to attract tourists.
See Review of Operations on Retail Sector on page 34
for more details.
Hysan’s Response
In a changing market, we focused on
optimising occupancy to maximise
revenue.
At the same time, we enhanced our
facilities and services. Refurbishment
of selected units successfully
established a new pricing benchmark,
surpassing the peak of 2008.
We also strengthened tenant
relations and our direct marketing
initiatives.
See Review of Operations on Residential Sector on
page 35 for more details.
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
27
The Hysan
Community –
Our Investment
Property Portfolio
Our investment property interests totaled some 3.8 million
gross square feet of high quality office, retail and residential
space in Hong Kong. Hysan Place at 500 Hennessy Road,
currently under redevelopment, will add an additional
710,000 square feet to our portfolio upon its completion in
2012.
HYSAN PLACE
500 Hennessy Road, Causeway Bay
Hysan Place, formerly the Hennessy Centre, is Hysan’s major
redevelopment project with its shopping mall opening in August 2012.
It includes 15 floors of Grade “A” offices and 17 floors of retail outlets.
Situated at the northern gateway of Hysan’s portfolio and the heart of
bustling Causeway Bay, Hysan Place offers full harbour view offices, a
shopping mall of exciting tenant mix and green building features that
conform to the highest international sustainability standards.
Estimated Total Gross Floor Area Approx. 710,000 ft2
See page 36 for more details
Shopping Mall
Opening
August 2012
BAMBOO
GROVE
Mid-Levels
CENTRAL
SOG O
H E N N E S S Y
R O A D
HYSAN
PLACE
CROSS
HARBOUR
TUNNEL
GRADE “A”
OFFICES
LEE GARDENS
RETAIL HUB
LEE THEATRE
RETAIL HUB
RESIDENTIAL
NORTH
POINT
P
E
R
C
I
V
A
L
S
T
R
E
E
T
L
E
E
G
A
R
D
E
N
R
O
A
D
Y
U
N PIN
G R
O
A
D
THE LEE
GARDENS
LEE GARDENS
TWO
Times Square
LEE THEATRE
PLAZA
ONE HYSAN
AVENUE
E
E N U
V
A
A N
S
H Y
LEIGHTON
CENTRE
LEIG
HTO
N R
O
A
D
18 HYSAN
AVENUE
SUNNING
PLAZA
111
LEIGHTON
ROAD
SUNNING
COURT
ABERDEEN
TUNNEL
Not to scale
Not to scale
OFFICE
RETAIL
Our office portfolio’s Grade “A” offices provide a core location with
premium facilities and prestige for tenants and their clients. Hysan
Place will further strengthen our Grade “A” office positioning with
its world-class building specifications. Other office buildings
provide quality office space for tenants’ diversified use.
The Lee Gardens hub provides elegant and luxury premium retail
spaces for high-end brands, while the Lee Theatre hub is home to
stylish and chic lifestyle shops and renowned restaurants. Hysan
Place represents an increase of 50% by gross floor area to our overall
retail portfolio, offering a new and exciting shopping destination with
international brands new to Hong Kong.
28
Hysan Annual Report 2011
THE LEE GARDENS
33 Hysan Avenue, Causeway Bay
The Lee Gardens is the Group’s flagship
property comprising an office tower and a
high-end shopping centre. The development,
close to the MTR Causeway Bay station,
enjoys spectacular views of the Harbour and
Happy Valley and is home to many
international corporations, luxury fashion
brands and renowned restaurants.
Approx. Gross Floor Area 900,000 ft2
\ Number of Floors 53 \ Parking Spaces 200
\ Completed 1997
LEE GARDENS TWO
28 Yun Ping Road, Causeway Bay
Lee Gardens Two is an office and retail
complex. The complex is conveniently linked
to the neighbouring The Lee Gardens and is
home to many international corporations,
luxury fashion brands, renowned restaurants
and a children’s concept floor.
Approx. Gross Floor Area 627,000 ft2
\ Number of Floors 34 \ Parking Spaces 176
\ Completed 1992 \ Renovation of retail podium 2003
SUNNING PLAZA
10 Hysan Avenue, Causeway Bay
Designed by the renowned architect I.M. Pei,
Sunning Plaza greets tenants and visitors with
a spacious entrance and lift lobby. Among its
retail tenants are popular food and beverage
outlets, which have established the plaza as a
hub for relaxation and social recreation.
Approx. Gross Floor Area 277,000 ft2
\ Number of Floors 30 \ Parking Spaces 150 (jointly
owned with Sunning Court) \ Completed 1982
18 HYSAN AVENUE
18 Hysan Avenue, Causeway Bay
18 Hysan Avenue, formerly known as AIA
Plaza, is a 25-level office and retail complex at
the corner of Hysan Avenue. The building
boasts a bright and spacious lobby.
Approx. Gross Floor Area 132,000 ft2
\ Number of Floors 25 \ Completed 1989
\ Renovated 2009
111 LEIGHTON ROAD
111 Leighton Road, Causeway Bay
Located in a pleasant and quieter area in the
heart of Causeway Bay, 111 Leighton Road is
an ideal office location offering convenience as
well as privacy. The retail shops include some
trend-setting stores.
Approx. Gross Floor Area 80,000 ft2
\ Number of Floors 24 \ Completed 1988
\ Renovated 2004
LEE THEATRE PLAZA
99 Percival Street, Causeway Bay
Like its predecessor, Lee Theatre, the Lee
Theatre Plaza is a Hong Kong landmark, being
one of the city’s best known shopping and
dining complexes, housing many of the world’s
most famous lifestyle brands and restaurants.
Approx. Gross Floor Area 317,000 ft2
\ Number of Floors 26 \ Completed 1994
LEIGHTON CENTRE
77 Leighton Road, Causeway Bay
This office and retail complex enjoys close
proximity to all forms of public transport. Its
central location in the Causeway Bay area
makes it a much sought-after address. Its
completed renovation in 2011 has given a
fresh look to its office lobby, while the retail
podium has become a stylish shopping venue
of international brands.
Approx. Gross Floor Area 430,000 ft2
\ Number of Floors 28 \ Parking Spaces 264
\ Completed 1977 \ Renovated 2011
ONE HYSAN AVENUE
1 Hysan Avenue, Causeway Bay
Located at the junction of three busy streets
in the heart of Causeway Bay, this office and
retail complex enjoys a prime location with a
variety of retail facilities in the surrounding
area.
Approx. Gross Floor Area 169,000 ft2
\ Number of Floors 26 \ Completed 1976
\ Renovated 2002
BAMBOO GROVE
74–86 Kennedy Road, Mid-Levels
A luxury residential complex in the Mid-Levels,
Bamboo Grove commands panoramic views of
the harbour and the greenery of the Peak, and
is well served by a multitude of public
transport. In addition to superb property
management services and full club-house and
sports facilities, tenants also enjoy
personalised resident services that help
ensure a comfortable stay.
Approx. Gross Floor Area 691,000 ft2
\ Number of Units 345 \ Parking Spaces 436
\ Completed 1985 \ Renovated 2002
SUNNING COURT
8 Hoi Ping Road, Causeway Bay
The Sunning Court is a unique residential
tower in the dynamic Causeway Bay area.
Located in a pleasant environment with tree-
lined streets, and within easy reach of all
forms of relaxation and entertainment in the
surrounding district, the building provides
maximum comfort for its tenants.
Approx. Gross Floor Area 98,000 ft2
\ Number of Units 59 \ Parking Spaces 150 (jointly
owned with Sunning Plaza) \ Completed 1982
\ Renovated 2003
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Note: The Approximate Gross Floor Areas shown above are based on accountable gross floor area of the relevant building and rounded to the nearest 1,000 ft2.
Hysan Annual Report 2011
29
Management’s Discussion
and Analysis
Hysan is principally engaged, together with its subsidiaries and associates, in investment,
development and management of quality properties in prime locations, and the Group’s
turnover and results are primarily derived from leasing of investment properties located in Hong
Kong. Throughout the year, our investment property interests totaled some 3.8 million gross
square feet of high-quality office, retail and residential space in Hong Kong, excluding Hysan
Place at 500 Hennessy Road, which is currently under redevelopment.
Review of Results
The Group’s turnover continued to record growth and reached HK$1,922 million in 2011,
representing an increase of 9.0% from HK$1,764 million in 2010. The rise principally reflected
the further improvement in occupancy and positive rental reversion. Higher retail turnover rent
also contributed to the revenue growth of our retail sector. The turnover of each sector was
recorded as below:
Turnover
Growth
How is it measured?
Rental revenue in 2011 as
compared to that in 2010
Occupancy
Rate
How is it measured?
Percentage of total area leased
to tenants over total lettable
area of each sector
Property
Expenses
Property
Expenses as a
Percentage of
Turnover
How are they
measured?
Principally being costs directly
associated with the day-to-day
operations of the Group’s
property portfolio
How is it measured?
Calculated by dividing property
expenses by turnover
Recurring Underlying Profit, arrived at by excluding the fair value change of investment
properties and items that are non-recurring in nature (such as gains or losses on disposal of
long-term assets; impairment or its reversal; and tax provisions for prior years), was the key
measurement of the Group’s core leasing business. In 2011, our Recurring Underlying Profit
was HK$1,310 million, up 14.1% from HK$1,148 million in 2010. Our Underlying Profit*,
arrived at by excluding the fair value change of investment properties only, was also HK$1,310
million, up 14.1% from HK$1,148 million in 2010. Both profit indicators primarily reflected the
improvement in gross profit generated from our core leasing activities. Higher investment
income was also recorded. Taking into consideration the fair value change of investment
properties, our Reported Profit* was HK$8,545 million, an increase of 122.3% from HK$3,844
million in 2010. Basic earnings per share based on Recurring Underlying Profit correspondingly
rose to HK123.92 cents (2010: HK109.15 cents).
2011
HK$ million
2010
HK$ million
Change
HK$ million
Recurring Underlying Profit
Underlying Profit
Fair value change on investment
properties located in
– Hong Kong
– Shanghai
Reported Profit
1,310
1,310
7,177
58
8,545
1,148
1,148
2,469
227
3,844
Change
%
+14.1
+14.1
162
162
4,708
(169)
4,701
+190.7
-74.4
+122.3
* *
In 2011, the Group had applied Hong Kong Financial Reporting Standard 9 (“HKFRS 9”) (as revised in December
2011) prospectively in advance of its effective date of 1 January 2015. Following the application of HKFRS 9, the
Group’s Underlying Profit and Reported Profit in 2011 was decreased by HK$31 million as the cumulative gain of
HK$33 million on disposal of investments in listed equity securities which would have been reclassified from
investments revaluation reserve to profit or loss is now recognised as a transfer from investments revaluation
reserve to retained profits, as well as the impairment loss of HK$2 million on investments in unlisted equity
securities which would have been recognised as impairment loss in profit or loss is now recognised in
investments revaluation reserve.
Why is it significant?
Reflects the combined
effect of changes in rental
rate and occupancy rate
Performance
Growth was recorded in all
three leasing sectors
Why is it significant?
• Rental revenue and
Performance
• Retail sector was virtually
fully-let
• Occupancy levels were further
improved in both office and
residential sectors
Office Sector
6.5%
for 2011
( 3.1% for 2010)
Retail Sector
12.7%
for 2011
( 8.0% for 2010)
Residential Sector
6.5%
for 2011
( 3.2% for 2010)
Office Sector
96%
at year- end 2011
(95% at year- end 2010)
Retail Sector
Virtually
Fully-Let
at year- end 2011
(96% at year- end 2010)
Residential Sector
95%
at year- end 2011
(94% at year- end 2010)
management fees are
directly proportional to
occupancy rate
• Optimises revenue by
balancing occupancy rate
and rental level
Why are they
significant?
Measures the costs
incurred in operating the
Group’s property portfolio
Performance
Property expenses rose
principally due to higher
marketing expenses (including
for new Hysan Place promotion),
partly offset by lower agency fees
on account of strong occupancy
Total Property Expenses
HK$262million
for 2011
(HK$250 million for 2010)
Why is it significant?
An indication of the gross
margin of our business
Performance
Ratio improved slightly in
2011
Property Expenses to Turnover Ratio
13.6%
for 2011
(14.2% for 2010)
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
31
Management’s Discussion
and Analysis
Review of Operations
All three leasing sectors continued to record growth during the year. The portfolio, strategies
and performance of each sector are discussed in detail below.
OFFICE SECTOR
Hysan owns and manages 2.1 million gross square feet of premium office space in the core
commercial district of Causeway Bay. Our office portfolio’s Grade “A” offices (comprising The
Lee Gardens, Lee Gardens Two, Sunning Plaza and 18 Hysan Avenue) provide a core location
with premium facilities and prestige for tenants and their clients. Other office buildings within
our portfolio (comprising One Hysan Avenue, 111 Leighton Road and Leighton Centre) provide
quality office space for tenant use. In 2011, we completed the renovation work for Leighton
Centre, giving a fresh look to its lobby and common areas.
Our office sector’s revenue grew 6.5% to HK$820 million (2010: HK$770 million). Occupancy
at year-end 2011 increased to 96%, as compared to 95% on both 30 June 2011 and
31 December 2010.
On renewing and negotiating new leases, we achieved positive rental reversion as a whole as
compared to rental levels in 2008, the last market peak. This reflects the success of our
marketing activities. In particular, the rental level of The Lee Gardens climbed above the peak
of 2008, setting the rental tone for the pre-leasing of Hysan Place. The impact of overall
positive rental reversion successfully offset the brought forward effect of low rental rates
committed during the market troughs of 2009.
32
Hysan Annual Report 2011
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
33
Our office has a balanced tenant mix. The top four industry groups are insurance, banking and
finance, professional and consulting, and high-end retailers. Together they take up around
56.3% of total lettable area, with no single industry group accounting for more than 20% of
total lettable area. The charts below illustrate our office portfolio tenant profile as analysed by
area occupied.
Office Tenant Profile by Area Occupied as at Year- end
19.3%
19.8%
18.5%
18.2%
4.6%
5.1%
5.8%
2011
13.9%
5.2%
4.9%
6.4%
2010
13.9%
8.9%
12.6%
9.1%
14.9%
10.0%
8.9%
Insurance
Banking and Finance
Professional and Consulting
High-end Retailers
Semi-retail
Marketing
Consumer Products
Trading
Others
To increase our office portfolio’s longer-term competitiveness, we continued to raise property
service standards across our portfolio and form closer tenant relationships.
Management’s Discussion
and Analysis
RETAIL SECTOR
Hysan’s retail portfolio, approximately 0.9 million gross square feet in size, takes full advantage
of its position in Causeway Bay, Hong Kong’s prime retail area. The Lee Gardens hub
(comprising The Lee Gardens, Lee Gardens Two, Sunning Plaza and 18 Hysan Avenue) provides
elegant and luxury premium retail spaces for high-end brands, while the Lee Theatre hub
(comprising Lee Theatre Plaza, Leighton Centre and One Hysan Avenue) is home to stylish and
chic lifestyle shops and renowned restaurants.
Riding on strong private consumption on the back of a favourable labour market and increased
spending by Mainland tourists in 2011, Hysan’s retail sector revenue recorded strong growth of
12.7% to HK$789 million (2010: HK$700 million). Turnover rent increased significantly by
64.8% to HK$89 million (2010: HK$54 million), further reflecting the benefits generated by
buoyant retail sales.
Retail spaces were virtually fully-let after the completed renovation of Leighton Centre’s retail
podium, as compared to 95% on 30 June 2011 and 96% on 31 December 2010.
Tenant sales of our overall retail portfolio recorded an increase of 22.2% over 2010. In 2011,
tenant sales of the retail units in The Lee Gardens and Lee Gardens Two increased by 29.1%.
Mainland tourist spending in The Lee Gardens and Lee Gardens Two increased by 84%
compared to 2010.
These results reflect the success of our leasing and marketing strategies, which placed
emphasis on reinforcing the luxury positioning of the Lee Gardens hub and rejuvenating the
trendy Lee Theatre hub. In the Lee Gardens hub, our tenant mix and facilities were further
upgraded to enhance the area’s stylish ambience. We strengthened our customer base and the
loyalty of our local shoppers. In addition, we launched promotion activities to target Mainland
tourists including conducted tours for members of the Mainland media. These programmes
helped stimulate shopper traffic and consumption.
In the Lee Theatre hub, the completed renovation of Leighton Centre complemented the arrival
of a new fashion flagship store at One Hysan Avenue. These efforts helped redefine the hub as
an even more fashionable shopping venue with a new wave of contemporary fashion brands
and flagship stores. The completion of these projects paves the way for the next phase of
renovation and rejuvenation of Lee Theatre Plaza planned for 2012.
34
Hysan Annual Report 2011
RESIDENTIAL SECTOR
Our residential portfolio comprises the Bamboo Grove residential development located in
Mid-Levels and Sunning Court in Causeway Bay. We offer top quality facilities and one-stop
personalised services to provide an expatriate-focused living experience. Residential leases
are typically for two years.
The Group’s residential sector’s revenue increased by 6.5% to HK$313 million (2010: HK$294
million). Occupancy remained strong, at 95% at the end of 2011, as compared to 96% on
30 June 2011 and 94% on 31 December 2010. Rising rental levels led to positive rental
reversion in 2011.
Our tenant retention remained high, reflecting our continued efforts to enhance our facilities,
services and clubhouse activities. Refurbishment of selected units has successfully
established a new pricing benchmark, surpassing the peak of 2008. Strengthened tenant
relations and direct marketing initiatives have helped increase tenant referrals and deals made
directly with us.
Our team of experienced, bilingual Resident Services Associates will continue to provide
personalised assistance to residents, while our regular social and cultural activities will help
create a thriving community and foster long-term partnerships with residents.
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
35
Management’s Discussion
and Analysis
HYSAN PLACE
The next milestone for Hysan will be the redevelopment project of Hysan Place at 500
Hennessy Road, comprising 15 levels of office space and 17 floors of retail outlets, totaling
710,000 square feet. Hysan Place will bring long-term strategic significance to the overall
Hysan portfolio:
• Hysan Place’s retail portion will significantly strengthen Hysan’s overall retail portfolio, in
terms of both its size, which represents an increase of 50% by gross floor area, and its
tenant mix, bringing many tenants which are new to Hong Kong.
• Hysan Place will also be an important part of Hysan’s office cluster evolution, providing top
quality space to strengthen our Grade “A” office positioning as the most natural extension of
Central. Hysan Place will be the only triple A grade building to open on Hong Kong Island in
2012. Its sustainability design features are based on world-class building specifications and
the building offers full harbour views from all office floors.
• Hysan Place demonstrates Hysan’s commitment to find greener solutions for all our
buildings and for Causeway Bay as a whole. The project is built to the highest international
environmental and sustainability standards, having achieved pre-certification at the Platinum
level for the United States Green Building Council’s Leadership in Energy and Environmental
Design (USGBC LEED), as well as the Hong Kong Building Environmental Assessment
Method (HK BEAM) standard. With its specially designed “Urban Windows” and roof gardens,
Hysan Place is set to become a green landmark in the heart of thriving Causeway Bay.
Construction of the building is making good progress. Leasing for the overall building
proceeded well during the year, with over 90% of retail space leased by the end of February
2012. The shopping mall is expected to open in August 2012, to allow for better co-ordinated
launch of retail outlets from August onwards. The arrangement should better ensure the
long-term success of the mall.
Our retail tenants will include international brands new to Hong Kong, catering to the needs of
trendy shoppers. The entire project promises to bring additional shopping dynamics and an
exciting new variety to the district of Causeway Bay.
In terms of office leasing, following the commitment to one-third of the entire office space by
an international accounting firm, the rest of the office space is under negotiation with
prospective tenants. Leasing strategy will balance occupancy and strategic contribution
towards further enhancing the tenant profile and hence attraction of our office portfolio.
Hysan Place: express escalators in the building facilitate shopper circulation in the vertical mall
36
Hysan Annual Report 2011
Financial Review
A review of the Group’s results and operations is covered in the preceding sections. This
section deals with other financial matters.
OPERATING COSTS
The Group’s operating costs were generally classified as property expenses and administrative
expenses.
Property expenses were the costs directly associated with the day-to-day operations of our
investment properties, being primarily related to front-line staff wages and benefits, utilities
costs, repairs and maintenance, marketing expenses and agency fees, as well as cleaning
expenses. In 2011, higher marketing expenses were incurred for capturing local and tourist
spending, as well as for Hysan Place’s pre-leasing promotion activities. These were partly offset
by a reduction in agency fees as occupancy and direct marketing further improved. As a result,
property expenses rose 4.8% to HK$262 million (2010: HK$250 million). Coupled with the
increase in turnover, the property expenses to turnover ratio improved slightly from 14.2% to
13.6% as compared to 2010.
Administrative expenses were the costs indirectly associated with the day-to-day operations of
our investment properties, largely representing the payroll costs and related expenses of
management and head-office staff. In addition to costs for continuing human resources
upskilling for Hysan’s existing property portfolio, additional payroll costs were incurred in 2011
for hiring new staff in relation to the upcoming Hysan Place. These factors resulted in
administrative expenses increasing by 23.6% to HK$173 million (2010: HK$140 million).
FINANCE COSTS
Finance costs, after capitalisation of HK$44 million (2010: HK$12 million) interest expenses
and related borrowing costs as part of the construction costs of Hysan Place, were HK$122
million in 2011, up 4.3% from HK$117 million in 2010. If the capitalised interest expenses
and related borrowing costs were included, the Group’s finance costs in 2011 would have been
HK$166 million, an increase of HK$37 million or 28.7% as compared to last year (2010:
HK$129 million). It was predominantly due to the increase in the Group’s gross borrowings.
During the year, the Group issued notes of HK$554 million from the Medium Term Notes
Programme and drew down bank loans of HK$2,350 million, mainly for preparing for the
repayment of debts maturing in early 2012.
The Group’s average finance costs in 2011 (defined as interest expenses divided by average
gross debt for the year) were 2.7%, at a level similar to 2010. Further discussion of the
Group’s treasury policy, including debt and interest rate management, is set out in the
“Treasury Policy” section on pages 40 to 44.
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
37
Management’s Discussion
and Analysis
REVALUATION OF INVESTMENT PROPERTIES
The Group’s investment property portfolio was valued at 31 December 2011 by Knight Frank
Petty Limited, an independent professional valuer, on the basis of open market value. The
amount of this valuation was HK$49,969 million, an increase of 22.4% from HK$40,833
million at 31 December 2010. The valuation at year-end 2011 principally reflected improved
rental rates for the Group’s investment property portfolio as well as the increase in site value
of and construction costs expended on Hysan Place, which is near completion. The following
shows the property valuation of each portfolio at year-end.
Office portfolio
Retail portfolio
Residential portfolio
Property under redevelopment
(Hysan Place)*
2011
HK$ million
2010
HK$ million
Change
HK$ million
16,954
15,089
8,426
9,500
49,969
14,708
11,896
7,821
6,408
40,833
2,246
3,193
605
3,092
9,136
Change
%
+15.3
+26.8
+7.7
+48.3
+22.4
* Property under redevelopment is valued at site value plus construction costs expended up to date.
Excluding capital expenditures for the Group’s property portfolio, fair value gain on investment
properties of HK$7,532 million (2010: HK$2,594 million) was recognised in the Group’s
consolidated income statement for the year.
INVESTMENTS IN ASSOCIATES
The Group’s share of results of associates decreased by 35.5% to HK$254 million (2010:
HK$394 million), principally due to a smaller revaluation gain on the Shanghai Grand Gateway
project, of which the Group owns 24.7%, as compared to last year. At 31 December 2011,
properties at Shanghai Grand Gateway had been revalued at fair value by an independent
professional valuer. The Group’s share of the revaluation gain, net of the corresponding
deferred tax thereon, of the associate amounted to HK$58 million (2010: HK$227 million).
The Shanghai Grand Gateway project continued to deliver a good performance in 2011. The
Group’s share of results, excluding revaluation gains on investment properties held by the
associate, recorded a 17.4% increase year-on-year. As at the end of 2011, the residential
properties were continuing to enjoy high occupancy while the retail and office properties
remained virtually fully-let.
OTHER INVESTMENTS
In addition to placing surplus funds as time deposits in banks with strong credit ratings, the
Group also invested in highly liquid listed securities, debt securities as well as principal-
protected investments. This helped to preserve the Group’s liquidity and to diversify
counterparty risk exposure.
In 2011, higher interest income from bank deposits was experienced as the average bank
deposits rate increased. In addition, higher dividend income was derived from the Group’s
equity investments. As a result, the Group’s investment income increased by 83.7% to
HK$90 million from HK$49 million in 2010.
38
Hysan Annual Report 2011
CASH FLOwS
Cash flow of the Group during the year is summarised below.
Operating cash inflow
Financing
Capital expenditure
Investments
Interest and taxation
Dividends paid and share issues
Net cash inflow
2011
HK$ million
2010
HK$ million
Change
HK$ million
1,592
2,041
(1,547)
(1,040)
(273)
(679)
94
1,460
620
(828)
(147)
(246)
(732)
127
132
1,421
(719)
(893)
(27)
53
(33)
Change
%
+9.0
+229.2
+86.8
+607.5
+11.0
-7.2
-26.0
Including the movements of working capital, the Group reported operating cash inflow of
HK$1,592 million (2010: HK$1,460 million) in 2011, reflecting the growth in our core leasing
business and better working capital management. Cash flow from financing rose to HK$2,041
million (2010: HK$620 million), mainly due to new borrowings of HK$2,350 million bank loans
and HK$554 million fixed rate notes during the year, which was partly offset by the cash
outflow for debts repayment.
Capital expenditure in 2011 was HK$1,547 million (2010: HK$828 million), largely used for
the payment of construction costs of Hysan Place and other costs for building renovations.
Cash used in investments was HK$1,040 million (2010: HK$147 million), of which the
majority were time deposits with tenor matching debts maturing in early 2012.
CAPITAL ExPENDITURE AND MANAGEMENT
The Group is committed to enhancing the asset value of its investment property portfolio
through selective refurbishment, repositioning and redevelopment. The Group has also in place
a portfolio-wide whole-life cycle maintenance programme as part of its ongoing strategy to
pro-actively implement preventive maintenance activities. Total cash outlay of capital
expenditure (excluding principally purchase of plant and equipment) during the year was
HK$1,520 million (2010: HK$871 million). The rise was mostly attributable to the increase in
payments of construction costs for Hysan Place and other renovation costs for Hysan’s existing
portfolio.
The Group has an internal control system for scrutinising capital expenditures. Detailed
analysis of expected risks and returns is submitted to business unit heads, Executive Directors
or the Board for consideration and approval, depending on strategic importance, cost/benefit
and the size of the projects. The criteria for assessment of financial feasibility are generally
based on net present value, payback period and internal rate of return from projected cash
flow.
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
39
Treasury Policy
MARKET HIGHLIGHT
The global economic recovery remained slow and uncertain in 2011. Concerns about
sovereign debt risks in the Euro zone and economic slowdown and high unemployment rates
in the developed economies exerted pressure on the financial markets. Although the Asian
economies maintained its growth trend in 2011, the pace slowed down as tight liquidity led to
depressed financial assets prices and increased borrowing costs in the second half of the
KEY PERFORMANCE INDICATORS
Average
Finance
Costs
Bank Facilities:
Capital Market
Issuance
Average
Debt
Maturity
Floating Rate
Debt
(% on Total
Debt)
Net Interest
Coverage
Net Debt to
Equity
The following graph shows the percentages of total outstanding gross debts sourced from
banks and the debt capital markets in the past five years.
Sources of Financing at Year- end
HK$ million
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
75.3%
24.7%
07
75.1%
24.9%
08
62.8%
37.2%
09
Bilateral Bank Loans
Capital Market Issuances
70.3%
29.7%
10
56.9%
43.1%
11
The Group also strives to maintain an appropriate maturity profile. As at 31 December 2011,
the average maturity of the debt portfolio was about 4.2 years (2010: 4.3 years), of which
about HK$2,207 million or 33.4% (2010: HK$2,007 million or 44.2%) of the outstanding
debts will be due in less than two years. As the Group has already arranged funding for the
repayment of maturing debts in 2012, there is little re-financing pressure for the year. The
Group, however, will continue to monitor the financial markets closely to identify the appropriate
opportunity to tap the market if needed.
The graph below shows the debt maturity profile of the Group at 2011 and 2010 year-end.
Debt Maturity Profile at 2011 and 2010 Year- end
1,507
700
2,600
1,803
650
1,357
1,298
1,235
0
1,000
2,000
3,000
4,000
5,000
7,000
Gross Debt Amount (HK$ million)
6,000
Maturing in not exceeding one year
Maturing in more than two years but not exceeding five years
Maturing in more than one year but not exceeding two years
Maturing in more than five years
LIqUIDITY MANAGEMENT
The Group always places great emphasis on liquidity management in order to withstand any
possible liquidity crunch amidst turbulent financial market conditions. Recurring cash flows
from our business continued to remain steady and strong. As at 31 December 2011, the
Group had cash and bank deposits totaling about HK$2,961 million (2010: HK$1,993 million),
which will be used for capital expenditure and maturing debt repayments. All the deposits are
placed with banks with strong credit ratings and the counterparty risk is monitored on a regular
basis. In order to preserve liquidity and enhance interest yields, the Group also invested
HK$1,060 million (2010: HK$725 million) in debt securities and principal-protected
investments.
Additional liquidity reserve was maintained in the form of highly liquid securities listed on The
Stock Exchange of Hong Kong Limited. The market value of these securities amounted to
HK$988 million at year-end 2011 (2010: HK$1,147 million).
Further liquidity, if needed, is available from the undrawn committed facilities offered by the
Group’s relationship banks. These facilities, which amounted to HK$1,000 million at year-end
2011 (2010: HK$2,550 million), essentially allow the Group to obtain additional liquidity as
the needs arise.
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
43
6,6104,54020102011
Management’s Discussion
and Analysis
INTEREST RATE MANAGEMENT
Interest expenses account for a significant proportion of the Group’s total expenses and
warrant close monitoring. Appropriate hedging strategies are adopted to manage exposure to
projected movements in the interest rates.
Despite the tight liquidity in the credit market, 3-month Hong Kong Inter-bank Offered Rate
(HIBOR) remained low, hovering between 0.19% and 0.38%. The benefit of low interest rates
offset the impact of the slightly increased credit margin of new borrowings. As a result, the
Group maintained the average cost of financing at 2.7% in 2011, same as 2010.
The Group managed the floating rate debt ratio at 54.8% at year-end 2011, similar to the level
of last year-end at 53.6%.
The diagram below shows the Group’s debt levels and average finance costs in the past five
years.
Debt Levels and Average Finance Costs
HK$ million
7,000
6,000
5,000
4,000
3,000
2,000
1,000
5.6%
2,921
2,437
4.4%
3,698
3,889
3.1%
1,983
1,905
4,540
2,547
2.7%
07
Year-end Gross Debt
08
09
10
Year-end Net Debt
(Gross debt less short-term investments,
time deposits, cash and bank balances)
6,610
7.0%
6.0%
5.0%
3,649
4.0%
3.0%
2.0%
1.0%
2.7%
11
Average Finance Costs
FOREIGN ExCHANGE MANAGEMENT
The Group aims to have minimal mismatches in currency and does not speculate in currency
movements for debt management. With the exception of the US$174 million 10-year notes,
the US$26 million and AUD37 million bank loans, which have been hedged by appropriate
hedging instruments, all of the Group’s other borrowings were denominated in Hong Kong
dollars. In regard to foreign exchange exposure on the investment side, the Group’s
outstanding investment in time deposits, principal-protected investments and debt securities
amounted to US$60 million and RMB317 million, of which US$55 million and RMB167 million
were hedged by foreign exchange forward contracts. Other foreign exchange exposure mainly
relates to investments in the Shanghai project. These foreign exchange exposures amounted
to the equivalent of HK$3,423 million (2010: HK$3,153 million) or 5.8% (2010: 6.5%) of total
assets.
USE OF DERIVATIVES
As at 31 December 2011, outstanding derivatives mainly related to the hedging of interest rate
and foreign exchange exposures. Strict internal guidelines have been established to ensure
derivatives are used mainly to manage volatilities or adjust the appropriate risk profile of the
Group’s Treasury assets and liabilities.
Before entering into any hedging transaction, the Group will ensure that its counterparty
possesses strong investment-grade ratings to control credit risk. As part of our risk
management, a limit on maximum risk-adjusted credit exposure is assigned to each
counterparty, which reflects the credit quality of the counterparty.
44
Hysan Annual Report 2011
Internal Controls and
Risk Management
Responsibility
Our Board of Directors has the overall responsibility to ensure that sound and effective internal
controls are maintained, while management is charged with the responsibility to design and
implement an internal controls system to manage risks. A sound system of internal controls is
designed to manage rather than eliminate the risk of failure to achieve business objectives,
and can only provide reasonable but not absolute assurance.
2011 Review of Internal Controls Effectiveness
The Board is responsible for the Group’s system of internal controls and for reviewing its
effectiveness. Internal Audit reports on reviews of the business processes and activities,
including action plans to address any identified control weaknesses. Management assesses
and presents to the Audit Committee its own assessments of the strengths and weaknesses
of the overall internal controls systems, with action plans to address the weaknesses. External
auditors also report on any control issues identified in the course of their work. Taking these
into consideration, the Audit Committee reviews the effectiveness of the Group’s system of
internal controls at least once each year and reports to the Board on such reviews.
In respect of the year ended 31 December 2011, the Board considered the internal controls
system effective and adequate. No significant areas of concern that might affect the
operational, financial reporting, and compliance functions of the Group were identified. The
scope of this review covers the adequacy of resources, qualification/experience of staff of the
Group’s accounting and financial reporting function, and their training and budget.
Hysan’s Internal Controls Model
Our internal controls model is based on that set down by the Committee of Sponsoring
Organisations of the U.S. Treadway Commission (“COSO”), and has five components, namely
Control Environment; Risk Assessment; Control Activities; Information and Communication; and
Monitoring. In developing our internal controls model based on the COSO principles, we have
taken into consideration our organisational structure and the nature of our business activities:
• Control Environment --- this is very important as it sets the tone for internal controls in a
company. Hysan is a tightly-knit organisation with around 500 staff members. The actions of
management and its demonstrated commitment to effective governance and control are
therefore very transparent to all. We have a strong tradition of good corporate governance
and a corporate culture based on good business ethics and accountability. We have in place
a formal Code of Ethics that is communicated to all staff (including new recruits). Our
“whistle-blowing” system is monitored by an independent third party service provider with
direct reporting to the Audit Committee Chairman. We aim to build risk awareness and
control responsibility into our culture and regard them as the foundation of our internal
controls system.
• Control Activities --- our core property leasing and management business involves well-
established business processes. Control activities have traditionally been built on top-level
reviews, segregation of duties; and physical controls. Over the past few years, we have been
formalising and documenting the control processes in line with a general desire to move
towards a management style based on systematic and structured control principles. During
2011, we established a plan, and are in progress of further strengthening the use of
automation (information processing) in phases.
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
45
1
•
d
e
v
e
i
h
c
a
y
H
e
t
a
r
o
p
r
o
c
e
n
fi
e
R
s
s
e
n
i
s
u
b
c
s
s
C
i
c
e
p
n
i
s
m
e
n
i
m
o
t
g
n
i
t
r
o
p
e
r
f
d
e
r
u
t
c
u
r
t
•2012 focus: more frequent and s
e
c
n
a
n
r
o
d
o
o
g
g
n
i
s
i
s
a
h
p
m
o
e
c
•
•
•
m
t
n
e
m
e
v
e
r
a
s
e
v
i
t
c
r
e
e
j
h
b
o
t
e
e
g
t
o
a
t
r
o
k
p
r
r
o
o
w
c
e
h
t
g
n
i
t
c
a
p
m
n
y
o
l
l
a
d
i
e
t
n
s
e
a
t
b
o
p
s
e
s
v
e
i
t
g
i
c
n
e
a
j
b
h
o
c
a
r
o
C
e
t
a
r
o
p
s
l
n
’
o
n
r
e
e
D
Environ
Documented key control
•
operate information
r
t
n
o
c
l
a
s
a
t
i
t
g
n
i
r
o
M
n
o
i
2f
cor
porate
o
ment of
objectives
rol
ont
r
o
:
m
e
t
s
y
n
s
s
E
e
v
e
v
C
i
a
c
tion
i
n
u
m
m
C
o
i
e
o
s
d
t
a
f
f
e
h
d
n
e
a
t
a
y
l
g
e
i
t
t
t
i
a
m
r
a
,
p
r
e
e
s
h
t
n
h
e
t
g
o
o
b
t
e
m
s
t
r
A
o
e
r
t
n
c
l
i
t
a
p
20
e
d
n
d
a
n
d
a
r
a
e
e
e
n
i
o
-
e
e
B
t
t
Identify andanalyse risks to achi
t
t
Annual review update of risk registers by d
i
i
y
m
m
b
m
m
t
h
o
o
g
C
C
i
s
t
t
Determine
e
r
i
i
how each of the other internalcontrols components,
d
d
e
such risks
t
e
•has five components that
policies and processes
•is designed to ensure
and communication to support internal controls•Internal audit function
impact of such identified risks on the achie
Human resources policies
Strong tradition of
u
u
v
Implement and
objectives
rporate g
Board
of cor
ve
ev
e
D
O
A
A
v
r
i
n
m
t
e
e
t
d
n
a
n
o
i
t
r
t
o
n
f
I
e
t
p
y
t
e
c
j
b
O
S
a
e
o
r
Internal Controls and
Risk Management
Currently, the key features of our system of internal controls include:
– Strategic and business planning: each business unit produces and obtains Board
approval on a business plan each year, against which its performance is regularly
monitored. Targets for a wide variety of key performance indicators are set. There is a
Schedule of Matters Reserved for the Full Board to cover all major policies and directions
of the Group. (See the separate Corporate Governance Report for details)
– Investment appraisal: capital projects are reviewed in detail and approved by the Chief
Executive Officer, or the Board where appropriate, in accordance with delegated authority
limits.
– Financial monitoring: profitability, cash flow and capital expenditure are closely monitored
and key financial information is reported to the Board on a regular basis, including
explanations of variances between actual and budgeted performance.
– Systems of control procedures and delegated authorities: there are clearly defined
guidelines and approval limits for capital and operating expenditure and other key
business transactions and decisions.
Our Approach to Risk Management
We maintain a simple and practical approach to risk management. Given the size and nature of
our business, we do not have a separate risk management function. Instead, we seek to have
risk management features embedded in our operations. The following summarizes our process
to identify, evaluate, and manage the risks faced by the Group.
Methodology: We capture and report risk in a consistent manner across the Group by way of
“risk registers”, enabling management to assess the significance of risks by considering the
relationship between the likelihood and consequence of their occurrence. We monitor and
report risk as appropriate on both “Inherent” and “Residual” risk bases, the latter reflecting
how management has reduced risks through appropriate controls and mitigating activities.
Annual assessments: department heads review and update the relevant risk registers once a
year, providing assurances that controls are both embedded and effective within the business.
Potential weaknesses and action items are regularly monitored by the management team.
Internal audit: responsible for reviewing and testing key business processes and controls in
accordance with its audit plan, including following up the implementation of management
actions and reporting any overdue actions to the Audit Committee. The Head of Internal Audit
reports to the Chief Executive Officer and has direct access to the Audit Committee Chairman.
Way Forward
We recognise that the strengthening of internal controls is a continuing process. We shall
continually review our business processes and control activities accordingly.
During 2012, our focus will centre around the following directions:
• Risk Identification
and Assessment
• Control Activities
We shall further refine the risk registers in phases by adopting a
more risk-based approach, with clearer description of specific year-
on-year risks. Training sessions and workshops will be provided to
department heads, with guidance, facilitation, and discussions
throughout the process.
We shall continue to enhance our Control Activities by refining our
documented policies and procedures, including greater use of
automation (information processing). There will be a greater use of
performance indicators, also facilitating top-level reviews.
• More Structured and
Frequent Reporting to
Audit Committee
In addition to meetings scheduled primarily for reviewing annual and
interim results, an additional Audit Committee meeting will be held
to review and monitor risk management activities. Management will
report on progress in action plans against our principal risks.
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
47
Human Resources
Hysan’s people are a highly valuable asset and the key to our continuous growth and success.
We believe in teamwork and the development of talents. As at 31 December 2011, we
employed a total of 541 staff, including our head office management team and front-line
building management colleagues. Our workforce adheres strongly to the Group’s core values of
maintaining high standards of business ethics and deep respect for each individual staff
member.
Building and Engaging a Strong Team
Hysan’s team is strengthened from time to time by new members at all levels who enhance our
capability to meet the Group’s strategic objectives. Integration of teamwork by all staff
members is key to ensuring that we achieve sustainable growth. To this end, a key activity to
help build a winning team is the annual Company Day, an off-site one-day staff meeting
attended by all head office staff and front-line building managers. With the motto “Together We
Can Take the Lead”, the Company Day provides an excellent platform to communicate the
Group’s directions and objectives for the year from the senior management to staff, and to
align company goals with those of each individual.
A key component of the Company Day is the afternoon team-building session. Staff members
participate in fun-filled activities that inspire better communication and encourage more
effective cooperation to help maximise individual contributions to the Group.
Engaging closely with staff members plays an important role in achieving business success.
Among various engagement channels, our staff briefing sessions on company annual and
interim results hosted by senior management are useful avenues for employees to share
success, obtain updates and provide feedback.
Chairman shares her vision on the Company Day
An enthusiastic team participates in games
on the Company Day
Staff members share success at the annual
results staff briefing hosted by top management
48
Hysan Annual Report 2011
Talent Management
Our people management strategy focuses on creating a talented organisation by attracting,
retaining and developing high-performing employees.
ATTRACTING THE BEST TALENTS
Hysan attracts talents by providing them with a motivating work environment that fosters open
communication. The year 2011 saw intensive efforts made to attract new talents in
preparation for the opening of Hysan Place, our key redevelopment project to be completed in
2012. More than 100 new career opportunities were offered at the operational level including
the areas of customer service, property management and technical support, as well as at the
management level with marketing and retail leasing being particularly important.
To meet demand for a strengthened team, we launched a hiring campaign by expanding
recruitment channels, including Recruitment Days and employee referrals.
RETAINING AND DEVELOPING OUR STAFF
To create a culture of high performance, we focus on a strong performance management
process to ensure that employee performance is objectively assessed and rewarded. We adopt
the principle of “reward for performance” to motivate our employees and recognise their
contribution.
In addition, we are committed to investing in our people and to helping them pursue career
paths that match their aspirations. We promote continuous learning and offer a well-designed
training curriculum for managerial and general staff to upgrade their competencies and
capabilities. The training programmes include specialised business-related workshops such as
Finance for Non-finance Managers, and Sales Behaviour for Success, both of which aim to
enhance the professional training of staff. Operational training courses covering customer
services and the development of service standards are organised on an on-going basis. We
also offer training sponsorships to encourage our staff to remain well informed about the
industry and to enhance their professional skills and knowledge.
A focus of operating staff development in 2011 was the preparation for the opening of Hysan
Place. As Hysan Place features a 17-floor shopping mall and prime offices of sustainable
design, operating staff are provided with training to equip them with skills and new knowledge
related to green features for offices, technical features designed for a vertical shopping mall,
and electronic applications that aim at enhancing shoppers’ experiences.
Way Forward
As Hysan’s portfolio continues to evolve with the completion of Hysan Place, our human capital
is playing an increasingly instrumental role in ensuring our sustainable development and future
success. Collaborative teamwork and people development will continue to be central pillars for
supporting the Group’s transformation and for nurturing the next generation of Hysan leaders
to maintain the succession pipeline.
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
49
3
Corporate Governance
This section introduces our Board
of Directors and senior management,
and gives an account of our governance
structure and systems. It explains our
best practices in corporate governance
in place and reviews the Board’s work
focus in 2011.
50
Hysan Annual Report 2011
52
Board of Directors
and Senior Management
56
Corporate Governance Report
73
Directors’ Report
81
Directors’ Remuneration
and Interests Report
89
Audit Committee Report
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
Hysan Annual Report 2011
51
Board of Directors
and Senior Management
THE BOARD
MANAGEMENT
Audit Committee
Remuneration Committee
Nomination Committee
Strategy Committee
(A)
(R)
(N)
(S)
Finance
Corporate Services
Property
Investment
Property
Services
Property
Development
Chairman (chairing N, S)
Irene Yun Lien LEE
Ms. Lee is the non-executive chairman of Keybridge Capital Limited, a financial services
company listed on the Australian Stock Exchange, a non-executive director of Cathay
Pacific Airways Limited, QBE Insurance Group Limited (listed on the Australian Stock
Exchange) and Noble Group Limited (listed on Singapore Exchange Limited). She is a
member of the Advisory Council of JP Morgan Australia. She has held senior positions in
investment banking and fund management in a number of renowned international
financial institutions. Previously, Ms. Lee has been an executive director of Citicorp
Investment Bank Limited in New York, London and Sydney; head of corporate finance at
Commonwealth Bank of Australia and chief executive officer of Sealcorp Holdings Limited,
both based in Sydney; and a non-executive director of ING Bank (Australia) Limited and
The Myer Family Company Pty Limited. Ms. Lee was formerly a member of the Australian
Government Takeovers Panel. She is a member of the founding Lee family, a sister of
Mr. Anthony Hsien Pin LEE (Non-executive Director) and his alternate on the Board.
Ms. Lee holds a Bachelor of Arts Degree from Smith College, United States of America,
and is a Barrister-at-Law in England and Wales and a member of the Honourable Society
of Gray’s Inn, United Kingdom. She was appointed a Non-executive Director in March 2011
and became Non-executive Chairman in May 2011. She was appointed Executive
Chairman in March 2012. She is aged 58.
52
Hysan Annual Report 2011
Non-executive
Deputy Chairman (S)
Siu Chuen LAU
Mr. Lau is a private investor. Previously, he has worked as
a management consultant at McKinsey & Company, a
consumer analyst at Morgan Stanley Asia, and a brand
manager of a French luxury product. He subsequently
co-founded and became a Responsible Officer of a SFC
licensed investment advisory firm. Mr. Lau was the acting
Head of Finance of Hysan Group in 1999. He is a member
of the founding Lee family and an alternate director of Lee
Hysan Company Limited, a substantial shareholder of the
Company. Mr. Lau holds a Bachelor of Social Sciences
Degree in Management and Economics from The University
of Hong Kong, and a Master of Business Administration
Degree from INSEAD, France. He was appointed a
Non-executive Director in May 2011 and became
Non-executive Deputy Chairman in March 2012. He is
aged 53.
Chief Executive Officer (S)
Gerry Lui Fai YIM
Mr. Yim leads the management team and is responsible
for the entire Group’s business and development. Prior to
joining Hysan, he was managing director (for the Americas,
Middle East and Africa) of the ports division of a
conglomerate and has held senior positions in general
management, finance, and investment banking at major
organisations in Hong Kong. Mr. Yim holds a Bachelor’s
degree in Economics from the University of Leeds, United
Kingdom. He is a member of the Institute of Chartered
Accountants in England and Wales and the Hong Kong
Institute of Certified Public Accountants. He was appointed
Executive Director in December 2009 and Chief Executive
Officer in March 2010. He is aged 52.
Independent non-executive
Director (N, S, chairing A)
Nicholas Charles ALLEN
Mr. Allen is an independent non-executive director of CLP
Holdings Limited, Lenovo Group Limited and VinaLand
Limited. He has extensive experience in accounting and
auditing and was a partner of PricewaterhouseCoopers
(PwC) from 1988 until his retirement in June 2007. His
other appointments in Hong Kong prior to his retirement
from PwC included: Member of the Securities and Futures
Appeal Panel; Member of the Takeovers & Merger Panel;
Member of the Takeovers Appeal Committee; Member of
the Share Registrars’ Disciplinary Committee and Member
of the Disciplinary Panel of the Hong Kong Institute of
Certified Public Accountants. Mr. Allen holds a Bachelor of
Arts degree in Economics/Social Studies from Manchester
University, United Kingdom. He is a Fellow of the Institute
of Chartered Accountants in England and Wales and a
member of the Hong Kong Institute of Certified Public
Accountants. He was appointed an Independent
non-executive Director in November 2009 and is aged 56.
Independent non-executive
Director (A, N, S, chairing R)
Philip Yan Hok FAN
Mr. Fan is a non-executive director of China Everbright
International Limited, an independent non-executive
director of HKC (Holdings) Limited, an independent director
of Zhuhai Zhongfu Enterprise Co. Ltd. and Goodman
Group. Mr. Fan holds a Bachelor’s Degree in Industrial
Engineering and a Master’s Degree in Operations Research
from Stanford University, as well as a Master’s Degree in
Management Science from Massachusetts Institute of
Technology. He was appointed Independent non-executive
Director in January 2010. He is aged 62.
Independent non-executive
Director (R, N)
joseph Chung Yin POON
Mr. Poon is group managing director and deputy chief
executive officer of a private company and an independent
non-executive director of AAC Technologies Holdings Inc.
He was formerly managing director and deputy chief
executive of Hang Seng Bank Limited and had held senior
management posts in HSBC Group and a number of
international renowned financial institutions. Mr. Poon is a
member of the Board of Inland Revenue of Hong Kong
Special Administrative Region and the Environment and
Conservation Fund Investment Committee, also a
committee member of the Chinese General Chamber of
Commerce. He was the former chairman of Hang Seng
Index Advisory Committee, Hang Seng Indexes Company
Limited. Mr. Poon holds a Bachelor of Commerce degree
from the University of Western Australia, is a member of
the Hong Kong Institute of Certified Public Accountants
and the Institute of Chartered Accountants in Australia. He
was appointed Independent non-executive Director in
January 2010. He is aged 57.
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
(A) Audit Committee
(R) Remuneration Committee
(N) Nomination Committee
(S) Strategy Committee
Hysan Annual Report 2011
53
Board of Directors
and Senior Management
Non-executive Director
Hans Michael jEBSEN
B.B.S.
Non-executive Director (R)
Michael Tze Hau LEE
Mr. Jebsen is chairman of Jebsen and Company Limited as
well as a director of other Jebsen Group companies
worldwide. He is also an independent non-executive
director of The Wharf (Holdings) Limited. He was appointed
a Non-executive Director in 1994 and is aged 55.
Non-executive Director (A)
Anthony Hsien Pin LEE
Mr. Lee is a director and substantial shareholder of the
Australian-listed Beyond International Limited, principally
engaged in television programme production and
international sales of television programmes and feature
films. He is also a non-executive director of Television
Broadcasts Limited. He received a Bachelor of Arts Degree
from Princeton University and a Master of Business
Administration Degree from The Chinese University of Hong
Kong. Mr. Lee is a member of the founding Lee family, the
brother of Ms. Irene Yun Lien LEE and a director of Lee
Hysan Estate Company, Limited (a substantial shareholder
of the Company). He was appointed a Non-executive
Director in 1994 and is aged 54.
Non-executive Director (N, S)
Chien LEE
Mr. Lee is a private investor and a non-executive director of
Swire Pacific Limited and Television Broadcasts Limited
and a number of private companies. He is a member of
the founding Lee family and a director of Lee Hysan Estate
Company, Limited, a substantial shareholder of the
Company. Mr. Lee received a Bachelor of Science Degree
in Mathematical Science, a Master of Science Degree in
Operations Research and a Master of Business
Administration Degree from Stanford University. Mr. Lee
was appointed a Non-executive Director in 1988 and is
aged 58.
Mr. Lee is currently the managing director of MAP Capital
Limited, an investment management company. He is also
an independent non-executive director of Hong Kong
Exchanges and Clearing Limited, Chen Hsong Holdings
Limited, Trinity Limited; and a Steward of The Hong Kong
Jockey Club. Mr. Lee was an independent non-executive
director of Tai Ping Carpets International Limited and a
member of the Main Board and Growth Enterprise Market
Listing Committees of The Stock Exchange of Hong Kong
Limited. Mr. Lee is a member of the founding Lee family
and a director of Lee Hysan Estate Company, Limited, a
substantial shareholder of the Company. He joined the
Board in January 2010 having previously served as a
Director from 1990 to 2007. Mr. Lee received his Bachelor
of Arts Degree from Bowdoin College and his Master of
Business Administration Degree from Boston University.
He is aged 50.
Executive Director and
Company Secretary
wendy wen Yee YUNG
Ms. Yung joined the Group in 1999 and was appointed an
Executive Director in 2008. She advises the Board on all
matters of corporate governance, and is responsible for
the Group’s shareholder communications and key
stakeholder relations management. In addition, she has an
oversight of all aspects of the Group’s legal matters. As a
member of the management team, she participates in the
Group’s strategic planning matters. Ms. Yung holds a
Master of Arts degree from Oxford University, United
Kingdom and is qualified as a solicitor of the Supreme
Court of England and Wales as well as High Court of Hong
Kong. She was a partner of an international law firm prior
to joining the Group. Ms. Yung is also qualified as a
Certified Public Accountant of the Hong Kong Institute of
Certified Public Accountants, and sits on the Institute’s
Professional Accountants in Business Leadership Panel.
Her public services include serving as a member of the
Securities and Futures Appeal Panel, and a member of the
Hong Kong Selection Committee of the Rhodes
Scholarships. She is aged 50.
(A) Audit Committee
(R) Remuneration Committee
(N) Nomination Committee
(S) Strategy Committee
54
Hysan Annual Report 2011
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Senior management team (from left)
Lai Kiu CHAN
Wendy Wen Yee YUNG
Gerry Lui Fai YIM
Cissy Ching Sze CHAN
Roger Shu Yan HAO
Director, Retail Portfolio and Marketing
Cissy Ching Sze CHAN
Chief Financial Officer
Roger Shu Yan HAO
Mr. Hao is responsible for the Group’s financial control,
treasury and information technology function. He joined the
Group in 2008. Mr. Hao received a Bachelor’s Degree in
Business Administration from the Chinese University of
Hong Kong, and is a Chartered Accountant with the
Institute of Chartered Accountants in England and Wales, a
Fellow of the Association of Chartered Certified
Accountants and an Associate of the Hong Kong Institute
of Certified Public Accountants. Mr. Hao accumulated
extensive experience in auditing, financial management
and control, while holding senior positions in multinational
corporations. He is aged 46.
Ms. Chan is responsible for the Group’s retail portfolio and
related marketing activities. She joined the Group in 2008.
Ms. Chan received a Master of Business Administration
Degree from the Chinese University of Hong Kong and a
Bachelor of Social Science Degree from the University of
Hong Kong. She gained substantial general management
experience in multinational companies while holding senior
positions, with particular expertise in sales and marketing.
She is aged 46.
Director, Design and Project
Lai Kiu CHAN
Ms. Chan oversees the Group’s design and project affairs.
She joined the Group in 2008. Ms. Chan holds a Doctor of
Philosophy Degree in Architecture from the University of
Hong Kong. She qualified as a PRC Class 1 Registered
Architect, is a Registered Architect of Architects
Registration Board of Hong Kong, and is also an
Authorised Person (Architect) in Hong Kong. Ms. Chan has
received various international and local awards for
architectural designs. She is aged 49.
Hysan Annual Report 2011
55
Corporate Governance Report
Refreshing of the Board and Board Leadership
Hysan believes that embracing strong governance is the foundation to delivering on its
strategic objective of consistent and sustainable performance over the long term. At the heart
of Hysan’s governance structure is an effective Board that is committed to upholding strong
governance principles and to reinforcing Hysan’s long-established and deeply engrained
corporate governance tradition and culture of accountability, transparency and integrity.
We recognise the importance of having a broad complement of skills, experience and
competencies on our Board to ensure the continued effective oversight of, and informed
decision making with respect to, issues affecting Hysan. We are committed to continuing Board
renewal to ensure that the Board is infused with fresh perspectives from time to time and that
it always has the necessary skills and attributes required to oversee and govern in the
ever-changing operating environment. Since October 2009, six Non-executive Directors with
backgrounds in the areas of finance, general management and professional practices have
joined our Board. Irene Yun Lien LEE was appointed Non-executive Chairman in May 2011,
succeeding Sir David AKERS-JONES who has served the Board for over 20 years in a number of
capacities.
Gerry Lui Fai YIM, Chief Executive Officer, has resigned from the Board effective as from the
conclusion of the Annual General Meeting (“AGM”) to be held on 14 May 2012. Effective
8 March 2012, the Chairman will assume an executive capacity. In addition to her role in
leading the Board, she will advise, support and coach the management team, particularly
regarding the long-term strategic development of the Group and management matters that
drive shareholder value. Siu Chuen LAU, currently Non-executive Director, will be appointed
Non-executive Deputy Chairman at the same time, to deputize and support the Chairman in
her Board leadership role.
Meeting and Exceeding Compliance Requirements
Hysan meets the requirements of the Code Provisions contained in the Code on Corporate
Governance Practices (the “Corporate Governance Code”) set out in Appendix 14 of the Rules
Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong
Limited (the “HKSE”), with the exception that its Remuneration Committee (established since
1987) has the responsibility of determining compensation at Executive Director-level only. The
Board is of the view that, in light of the current organisational structure and the nature of
Hysan’s business activities, this arrangement is appropriate. However, the Board will continue
to review this arrangement going forward in light of the evolving needs of the Group. The Board
has reviewed the composition of the Remuneration Committee. Philip Yan Hok FAN and
Joseph Chung Yin POON, both being Independent non-executive Directors, were appointed
Committee chairman and member respectively in March 2012. The other member is
Michael Tze Hau LEE, Non-executive Director.
Hysan’s system of corporate governance practices exceed the Corporate Governance Code in a
number of key areas, some of which are contained in the new Code Provisions effective 1 April
2012 (“New April Code Provisions”).
56
Hysan Annual Report 2011
Exceeded
Code Provisions
Best Practices in Corporate Governance in Place at Hysan
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
The Board first established a formal Corporate Governance Policy* in 2004.
(It is a New April Code Provision that the Board takes special responsibilities for corporate governance.)
The Board has established formal mandates and responsibilities* for itself, with a clear division of roles
with management. The Board’s responsibilities in the formulation of strategy, in addition to its monitoring
function, are expressly provided for.
The Board has established formal criteria and requirements* for Non-executive Director appointments.
Newly appointed Non-executive Directors are given formal letters of appointment, which address (among
other things) the expected time commitment of the Non-executive Director.
(Time commitment of directors is a New April Code Provision.)
Board evaluation: The Chairman and Non-executive Directors meet at regularly scheduled sessions without
management presence.
(Board evaluation is a recommended best practice as from April 2012.)
We have three Corporate Governance-related Committees, being the Audit Committee, Remuneration
Committee and Nomination Committee. The Terms of Reference* of each Corporate Governance
Committee provides for in-camera meetings without management presence to further encourage objective
and independent discussions and assessment. The Audit, Remuneration, and Nomination Committees
currently have a majority of Independent non-executive Directors.
(Formation of a nomination committee is a New April Code requirement.)
The Audit Committee meets the external auditors twice annually without management presence.
(Such meeting frequency is a New April Code requirement.)
The Group has a written Code of Ethics* applicable to all staff and Directors. Monitoring of the “whistle
blowing” mechanism is performed by an external independent third party provider to further enhance
independence. Such service provider reports directly to the Audit Committee.
(The establishment of a “whistle blowing” policy is a proposed recommended best practice effective
April 2012.)
The Group has established a Code for Securities Dealing applicable to those employees likely to have
access to unpublished price-sensitive information.
The Group has established a Corporate Disclosure Policy* to guide its stakeholder communications and the
determination of price sensitive information in order to ensure consistent and timely disclosure and
fulfillment of the Group’s continuous disclosure obligations.
The Group has established an Auditor Service Policy* to identify areas of conflict and prohibit the
engagement of auditors in such areas to ensure objectivity and independence.
The Group has demonstrated its commitment to transparency in shareholder reporting by publishing a
separate Corporate Governance Report since 2001. It also publishes the following reports: (i) Audit
Committee Report; (ii) Directors’ Remuneration and Interests Report; and (iii) Internal Controls and Risk
Management Report.
The Group has a formal Corporate Responsibility Policy and publishes a separate Corporate Responsibility
Report.
Since 2004, the Group has operated a new form of AGM that goes beyond discharging statutory business
by including a detailed business review. All voting at AGMs has been conducted by poll since 2004.
The Group has initiated and funded a programme inviting major nominee companies to proactively forward
communication materials to the ultimate beneficial shareholders at the Group’s expense.
In 2012, the Group published its annual results within 70 days, well within the required time period of three
months from the end of accounting period.
The Group continually enhances the use of its corporate website as a means of communication with
shareholders. Principal corporate governance policies, guidelines, and terms of reference of the Corporate
Governance Committees are posted and publicly available.
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
* Detailed policies/terms of reference are available on the Company’s website: www.hysan.com.hk.
Hysan Annual Report 2011
57
Corporate Governance Report
What the Board has done during 2011
During the year, 4 Board meetings were held. The focus of these meetings included the following topics of discussion
and yielded the following results:
1.
Leadership
• appointment of Non-executive Chairman
• appointments of new Board members who
bring new insights to the Board
• reviewed composition of Board Committees
2.
Strategy
• reviewed strategic plans for the Group’s core
leasing (Office, Retail, and Residential segments)
to meet short-term objectives and to strengthen
medium-term competitiveness
• ongoing assessment of Hysan Place project, with
a view to enabling it to take the Group to another
level of commercial success and sustainability
• reviewed the positioning of our core property
portfolio in Causeway Bay as a choice location
for work and play; and management’s plan to
further strengthen its branding and marketing
• reviewed further opportunities in our core
property portfolio with management
Roles of Board
• Strategic Planning
• Internal Controls and
Risk Management
• Culture and Values
• Capital Management
• Corporate Governance
• Board Succession
3.
Risk Management
• Audit Committee received presentation on best
practices in risk management and endorsed
management’s plans to further strengthen the
risk identification and assessment process, and
to adopt more frequent and structured reporting
to the Audit Committee and the Board
4.
Relations with Shareholders
• investor relations added as standing item
for each Board meeting
• investor relations reports describing
investor and analyst opinions are provided
regularly to the Board
• enhanced investor relations programme to
• assessed effectiveness of financial controls, and
expand coverage by analysts
other internal controls
(Please refer to separate “Internal Controls and
Risk Management Report”)
• legal and regulatory compliance added as
standing item for each Board meeting
58
Hysan Annual Report 2011
Governance Framework
The Group operates within a clear governance structure, which is illustrated in the diagram that
follows.
Shareholders
Auditors
Board of Directors
Management
Audit
Committee
Remuneration
Committee
Nomination
Committee
Strategy
Committee
We also ensure the presence of a capable and qualified Board with diverse backgrounds and
skills. Over the years, the Board has developed, maintained and continues to supplement a
robust set of governance policies and procedures as the basis of our governance system.
Hysan’s governance framework serves as a guide for the Board and management in the
performance and fulfillment of their respective obligations to Hysan and its stakeholders. The
guidelines, policies, and procedures which form this framework (as listed below) work together
to ensure the existence of a capable and qualified Board with diverse backgrounds and skills,
the establishment of appropriate roles for the Board and various committees, and a
collaborative and constructive relationship between the Board and management.
As part of its ongoing review, the Board regularly assesses and enhances its governance
practices and principles in light of regulatory regimes, international best practices, as well as
Company needs.
The following constitute key components of Hysan’s governance framework. They are posted on
the Company’s website: www.hysan.com.hk.
• Corporate Governance Guidelines
• Board of Directors Mandate
• Roles Requirements of Non-executive Directors
• Terms of Reference of the various corporate governance related Board Committees
• Code of Ethics for Employees
• Auditor Service Policy
• Corporate Disclosure Policy
These are reviewed periodically and a comprehensive review is scheduled for early 2012 in
light of Board changes and the coming on board of Executive Chairman and Non-executive
Deputy Chairman as from March.
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
59
Corporate Governance Report
Board Leadership
BOARD SIzE AND COMPOSITION
During the year, there are eleven Directors on the Board throughout: the Chairman, eight other
Non-executive Directors (including three Independent non-executive Directors) and two
Executive Directors. The roles of the Chairman and the Chief Executive Officer are currently
separate. The Board will review its size and composition from time to time to ensure there is
an appropriate and diverse mix of skills and experience.
During the year, the following changes were made:
• Sir David AKERS-JONES stepped down from the conclusion of the AGM held on 9 May 2011
and was succeeded by Irene Yun Lien LEE.
• Deanna Ruth Tak Yung RUDGARD also stepped down as Non-executive Director and
Siu Chuen LAU was appointed Non-executive Director as from the conclusion of the 2011
AGM.
Further description of the backgrounds of the Non-executive Directors is set out in the section
“Board Effectiveness – Skills and Balance” below.
Non-executive Directors are appointed for a term of 3 years and are required to submit their
candidacy for re-election at the first AGM following their appointment. Under the Group’s
Articles of Association, every Director will be subject to retirement by rotation at least once
every 3 years. Retiring Directors are eligible for re-election at the AGM at which he retires.
There is no cumulative voting in Director elections. The election of each candidate is done
through a separate resolution.
At the AGM to be held on 14 May 2012, Nicholas Charles ALLEN, Philip Yan Hok FAN,
Anthony Hsien Pin LEE and Siu Chuen LAU will retire and, being eligible, offer themselves for
re-election. Gerry Lui Fai YIM will not seek re-election and will step down from the Board.
Details with respect to the candidates standing for election as Directors are set out in the
AGM circular to shareholders.
60
Hysan Annual Report 2011
Board and Management
At the core of our governance structure is our Board, which is accountable to shareholders for
the long-term performance of the Company.
The Board relies on management for the day-to-day operation of the business. It monitors what
management is doing, and holds them accountable for the performance of the Company as
measured against established targets. In terms of strategy formulation, the Board works
closely with management in thinking through our direction and long-term plans, as well as the
various opportunities and risks associated therewith and facing the Company generally.
The Non-executive Directors provide independent challenge and review, bringing a wide range of
experiences, specific expertise, and fresh objective perspectives. As members of the various
Board committees, they also undertake detailed governance work with a particular focus as
noted under the respective terms of reference of the various Board committees.
The Board and management fully appreciate their respective roles and are supportive of the
development and maintenance of a healthy corporate governance culture.
The role of the Board is governed by a formal Board of Directors Mandate (details are also
available on the Company’s website: www.hysan.com.hk), which sets out the key
responsibilities of the Board in fulfilling its stewardship roles. These are strategic planning,
internal controls and risk management, culture and values, capital management, corporate
governance, and Board succession.
Best Corporate Governance Disclosure
Awards 2011: Non-Hang Seng Index
(Large Market Capitalisation)
Category – Platinum Award
Organised by the Hong Kong Institute of Certified
Public Accountants
“The company’s mission and values prefaced the report, with its
aim to be a responsible business, fostering the highest standard
of ethics and accountability and developing thought leadership and
partnerships with stakeholders, whilst giving back to the
community.”
- Judges’ Report
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
61
Corporate Governance Report
Schedule of Corporate Matters Reserved for the Board
A detailed list of Matters Reserved for Board Decisions sets out the key matters that are to
be retained for the decision of the full Board. These include the following:
General
• Long term objectives and strategies
• Extension of activities into new business areas / cease to operate any material part of
existing business
Structure and capital
• Capital management framework and policy; material changes to capital structure
• Changes to the Company’s listing status
Financial reporting and controls
• Announcements of results; annual report and accounts; dividends
• Treasury policies; annual funding plan and annual treasury investment plan
• Material banking facilities; material treasury investment transactions
• Annual operating and capital expenditure budgets
• Material acquisitions / disposals of fixed assets
Internal controls and risk management
Approval of resolutions and corresponding documentation for shareholder approval
Board membership and other appointments
Remuneration
• Remuneration policy for Chairman, Executive Directors; and non-executive director fee
• New share incentive plans or major changes
• Major changes to rules of pension scheme
• Key terms of new compensation and benefit plans with material financial, reputational or
strategic impact
Delegation of authority by Board
Corporate governance matters
Major prosecution, defence or settlement of litigation
Where applicable, “materiality” thresholds are set at appropriate levels to ensure proper
control while allowing for smooth day-to-day operations to be carried out by management.
These thresholds are subject to review periodically and in any event, at least once a year.
62
Hysan Annual Report 2011
Board Effectiveness
SKILLS AND BALANCE
During 2011, we have 9 Non-executive Directors, drawn from diverse and complementary
backgrounds:
Primary Background
Names
General management
Philip Yan Hok FAN, Irene Yun Lien LEE,
Joseph Chung Yin POON
Finance and investment
Chien LEE, Anthony Hsien Pin LEE, Irene Yun Lien LEE,
Joseph Chung Yin POON, Michael Tze Hau LEE,
Siu Chuen LAU
Consumer products,
marketing and distribution
Hans Michael JEBSEN, Siu Chuen LAU
Professional
Nicholas Charles ALLEN (accounting)
(Directors’ full biographies are set out on pages 52 to 54 and are also available on the Company’s website:
www.hysan.com.hk.)
INDEPENDENCE
The Board has established “independence” standards as contained in our Corporate
Governance Guidelines. It considers “independence” to be a matter of judgment and
conscience. A Director is considered to be independent only where he or she is free from any
business or other relationship that might interfere with the exercise of his or her independent
judgment.
The Board makes a determination concerning the “independence” of a Director each year at
the time the Board approves Director nominees for inclusion in the AGM circular. If a Director
joins the Board mid-year, the Board makes a determination on the new Director’s independence
at that time. Independent non-executive Directors are identified in our Annual and Interim
Reports and other communications with shareholders.
The Board carried out a detailed review of director independence in March 2012. It concluded
that each of the 3 Independent non-executive Directors was independent as at that time. The
Board will continually monitor and review whether there are relationships or circumstances that
are likely to affect (or could appear to affect) independence.
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
63
Corporate Governance Report
Independence Status
Name
Management Independent Independent Reason for Independence Status
Not
March 2012 Review-
✓
✓
✓
N/A
No business or other relationships
with the Group or management
No business or other relationships
with the Group or management
✓
✓
✓
✓
✓
✓
✓
No business or other relationships
with the Group or management
Sir David AKERS-JONES
(up to 9 May 2011)
Nicholas Charles ALLEN
Philip Yan Hok FAN
Hans Michael JEBSEN
Siu Chuen LAU
Anthony Hsien Pin LEE
Chien LEE
Irene Yun Lien LEE
Michael Tze Hau LEE
Joseph Chung Yin POON
✓
Dr. Deanna Ruth Tak Yung
RUDGARD
(up to 9 May 2011)
Gerry Lui Fai YIM
Wendy Wen Yee YUNG
✓
✓
SUPPLY OF INFORMATION
The Board recognises the significance of providing timely and relevant information to
Non-executive Directors so as to enable them to discharge their duties effectively.
The Board regularly receives presentations, including from non-Board management members,
on significant issues or new opportunities for the Group. This also facilitates the build-up of
constructive relations and dialogue between the Board and the management team.
SUPPLY AND ACCESS TO INFORMATION
The Board receives detailed quarterly reports from members of management in respect of their
areas of responsibility. Appropriate key performance indicators are used to facilitate
benchmarking and peer group comparison. Financial plans, including budgets and forecasts,
are regularly discussed at Board meetings. Monthly reports to Non-executive Directors are
issued, covering financial and operating highlights.
Directors are also kept updated of any material developments from time to time through
notifications and circulars detailing the relevant background and explanatory information.
Directors also have access to non-Director members of management and staff where
appropriate. Collectively, these processes ensure that the Board receives the answers and
information it needs to fulfill its obligations.
64
Hysan Annual Report 2011
INDEPENDENT ADVICE
The Board recognises that there may be occasions when one or more Directors feel that it is
necessary to obtain independent legal and/or financial advice for the purposes of fulfilling their
obligations. Such advice may be obtained at the Company’s expense and there is an agreed
upon procedure to enable Directors to obtain such advice, as stated in our Corporate
Governance Guidelines.
INDUCTION, BUSINESS AwARENESS AND DEVELOPMENT
Upon their appointment, Directors are advised on the legal and other duties and obligations
they have as directors of a listed company. Newly appointed Directors receive a comprehensive
induction package designed to provide a general understanding of the Group, its businesses,
the operations of the Board and the main issues it faces, as well as an overview of the
additional responsibilities of Non-executive Directors. Discussion sessions with key members
of management are also held.
Through the course of their directorship, Directors are updated on any developments or
changes affecting the Company and their obligations to it at regular Board meetings.
In order to ensure that Directors continue to further their understanding of the issues facing
the Group, we shall further strengthen the provision of management presentations, visits, and
training sessions to our Directors. These will include visits to our property portfolio,
presentations on market environment affecting the property leasing industry, and expert
presentations on regulatory issues.
EVALUATION
Hysan evaluates the performance of the Board and members of management at meetings
between the Chairman and Non-executive Directors without the presence of management.
The table overleaf sets out the number of meetings of the Board and its committees in 2011,
individual attendance by Board and committee members at these meetings and the
attendance of the Board members at the 2011 AGM.
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
65
Corporate Governance Report
Directors
Executive
Gerry Lui Fai YIM
Wendy Wen Yee YUNG
Independent non-executive
Sir David AKERS-JONES (
Nicholas Charles ALLEN
Philip Yan Hok FAN
Joseph Chung Yin POON
Non-executive
Hans Michael JEBSEN
Irene Yun Lien LEE
Siu Chuen LAU
Anthony Hsien Pin LEE
Michael Tze Hau LEE
Chien LEE
Dr. Deanna Ruth Tak Yung RUDGARD
Board
Audit
Committee
Remuneration
Committee
Strategy
Committee
AGM
4/4
4/4
2/2
4/4
4/4
3/4
4/4
3/3
2/2
4/4
4/4
4/4
2/2
4/4
4/4
2/2
2/2
4/4
2/2
3/3
2/2
1/1
3/3
3/3
2/2
1/2
3/3
3/3
1/2
2/2
3/3
–
1/1
1/1
1/1
1/1
1/1
1/1
1/1
1/1
–
1/1
1/1
1/1
1/1
1. The attendance figure represents actual attendance / the number of meetings a Director is entitled to attend.
2. On 9 March 2011 and 9 May 2011, Irene Yun Lien LEE and Siu Chuen LAU were appointed Directors
respectively.
3. The Strategy Committee convened its first meeting in March 2011. Invitation to attend was extended to all
Board members as from May 2011 onwards.
4. Sir David AKERS-JONES stepped down as Board Chairman, Chairman of the Remuneration Committee,
Nomination Committee and Strategy Committee on 9 May 2011. Dr. Deanna Ruth Tak Yung RUDGARD
stepped down as a Director on 9 May 2011.
Board Committees in 2011
In order to provide effective oversight and leadership and pursuant to its Corporate Governance
Guidelines, the Board has established 3 governance-related Board Committees as detailed
below. Like the Board, each Committee has access to independent advice and counsel as
required and each is supported by the Company Secretary. The terms of reference of these
Committees are available on the Company’s website.
In addition, the Board established a Strategy Committee to review the long-term strategy of the
Group. It is currently chaired by Irene Yun Lien LEE, Board Chairman, and its other members
are Nicholas Charles ALLEN, Philip Yan Hok FAN, Siu Chuen LAU, Chien LEE and Gerry Lui Fai YIM
(Chief Executive Officer). During the year, 3 meetings were held, with invitations extended to all
Board members as from May 2011.
66
Hysan Annual Report 2011
(
N
o
t
e
s
1
,
2
)
(
N
o
t
e
1
)
(
N
o
t
e
1
)
(
N
o
t
e
3
)
(
N
o
t
e
s
1
,
2
)
(
a
s
a
t
t
e
n
d
e
e
)
N
o
t
e
4
)
(
a
s
a
t
t
e
n
d
e
e
)
(
1
b
y
a
l
t
e
r
n
a
t
e
)
(
a
s
a
t
t
e
n
d
e
e
)
(
a
s
a
t
t
e
n
d
e
e
)
(
a
s
a
t
t
e
n
d
e
e
)
(
N
o
t
e
4
)
(
1
b
y
a
l
t
e
r
n
a
t
e
)
N
o
t
e
s
:
Pre-meeting sessions
with external and
internal auditors held
without management
presence
AUDIT COMMITTEE
COMPOSITION AND MEETINGS SCHEDULE
The Audit Committee is currently chaired by Nicholas Charles ALLEN (Independent
non-executive Director), and its other members are Anthony Hsien Pin LEE and Philip
Yan Hok FAN. There is an overall majority of Independent non-executive Directors. Nicholas
Charles ALLEN (Chairman) is a Fellow of the Institute of Chartered Accountants in England and
Wales and a member of the Hong Kong Institute of Certified Public Accountants. He has
extensive experience in auditing and accounting, which he developed while working with a “Big
Four” international firm. The Audit Committee had four meetings during the year and will have
three scheduled meetings as for 2012. At the invitation of the Audit Committee, meetings are
also attended by the Chairman and members of management (including the Chief Executive
Officer and Chief Financial Officer).
ROLES AND AUTHORITY
Hysan believes a clear appreciation of the separate roles of management, the external auditors
and Audit Committee members is crucial to the effective functioning of an audit committee.
Management of Hysan is responsible for selecting appropriate accounting policies and the
preparation of the financial statements. Formal statements of responsibilities of Directors in
relation thereto are contained elsewhere in this Annual Report. The external auditors are
responsible for auditing and attesting to the Group’s financial statements and evaluating the
Group’s system of internal controls, to the extent that they consider necessary to support their
audit report. The Audit Committee is responsible for overseeing the entire process.
The Audit Committee also has the responsibility of reviewing the Group’s “whistle-blowing”
procedures allowing employees to raise concerns, in confidence or anonymously, about
possible breaches of the Group’s Code of Ethics and to ensure that these arrangements allow
proportionate and independent investigation of such matters and appropriate follow up action.
ACTIVITIES AND REPORT IN 2011 AND TO DATE
Full details of the activities of the Audit Committee are also set out in the “Audit Committee
Report” on pages 89 and 90. Four meetings were held during the year. Attendance of Audit
Committee meetings is set out in the table on page 66. In addition to reviewing and approving
annual and interim financial statements, the Committee has placed a focus on further
strengthening our risk identification and assessment process, and adopting more frequent and
structured internal controls and risk management reporting to the Committee and the Board.
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
67
In-camera meetings held
without management
presence
Corporate Governance Report
REMUNERATION COMMITTEE (FORMERLY TITLED EMOLUMENTS REVIEw
COMMITTEE)
COMPOSITION AND MEETINGS SCHEDULE
The Group established the Remuneration Committee in 1987 to review the compensation of
Executive Directors. The current Remuneration Committee is chaired by Philip Yan Hok FAN,
Independent non-executive Director. The other members of the Remuneration Committee are
Michael Tze Hau LEE and Joseph Chung Yin POON (Independent non-executive Director,
appointed in March 2012). It currently has an overall majority of Independent non-executive
Directors. The Remuneration Committee generally meets at least once every year.
ROLES AND AUTHORITY
Management makes recommendations to the Remuneration Committee on Hysan’s framework
for, and cost of, the remuneration of Executive Directors and the Committee then reviews
these, and makes recommendations to the Board. The Remuneration Committee also reviews
the remuneration fee payable to (where applicable) the Chairman and Non-executive Directors
respectively prior to its being submitted for approval at the AGM. In addition, it also reviews
new share option plans, changes to key terms of pension plans, and key terms of new
compensation and benefits plans with material financial reputational and strategic impact. No
Director is involved in deciding his or her own remuneration.
ACTIVITIES AND REPORT IN 2011 AND TO DATE
Full details of the activities of the Remuneration Committee are set out in the “Directors’
Remuneration and Interests Report” on pages 81 to 88. Two meetings were held during the
year. Attendance of Remuneration Committee meetings is set out in the table on page 66.
NOMINATION COMMITTEE
COMPOSITION AND MEETINGS SCHEDULE
The Board established a Nomination Committee in 2005. The Nomination Committee is
currently chaired by Irene Yun Lien LEE, Chairman of the Board and has a majority of Independent
non-executive Directors. The other members of the Nomination Committee during the year are
Philip Yan Hok FAN and Chien LEE. Nicholas Charles ALLEN and Joseph Chung Yin POON, both
Independent non-executive Directors, were appointed in March 2012. Gerry Lui Fai YIM (Chief
Executive Officer) resigned from the Committee at the same time, in line with good corporate
governance practices. It currently has a majority of Independent non-executive Directors. The
Nomination Committee meets when it is considered necessary.
ROLES AND AUTHORITY
The Nomination Committee is responsible for nominating candidates, for Board approval, to fill
Board vacancies as and when they arise, and for evaluating the balance of skills, knowledge
and experience of the Board. The terms of reference of the Nomination Committee clearly set
out that the Chairman of the Board shall not chair the Nomination Committee when it is
dealing with the matter of succession of the chairmanship.
68
Hysan Annual Report 2011
Shareholders
The Board and management fully recognise the significance and importance of having a
governance framework that protects shareholder rights and their exercise of the same. At the
same time, we aim to continually improve our communications with shareholders and to obtain
their feedback.
COMMUNICATION wITH SHAREHOLDERS
ACCOUNTABILITY TO SHAREHOLDERS AND CORPORATE REPORTING
Disciplined measurement of our performance is an important aspect of our strategy to achieve
long-term success. Recognising that we are accountable to our stakeholders, reporting
financial and non-financial results in a transparent fashion is critical. A number of formal
communication channels are used to account to shareholders for the performance of the
Group. These include the Annual Report and Accounts, Interim Report and Accounts and press
releases/announcements.
Hysan’s corporate website provides an additional channel for shareholders and other
interested parties to access information about the Group. The Group’s key corporate
governance policies and supporting documents, including the terms of reference of the various
Board Committees, as well as the Group’s financial reports, press releases and announcements
are available on the website. Shareholders are given the option of electing to receive corporate
communications by electronic means. We continue to review how to better utilise the
Company’s website for the purposes of timely disclosure and to enhance transparency.
Shareholders may raise enquiries to the Board by contacting the Group’s Investor Relations
function.
The analyst briefing on the annual results is one of the effective channels of our stakeholder engagement
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
69
Corporate Governance Report
INSTITUTIONAL SHAREHOLDERS
We are committed to maintaining a continuing open dialogue with institutional investors, fund
managers and analysts as a means of developing their understanding of our strategy,
operations, management and plans, and enabling them to raise any issues they may have. The
Company has an ongoing programme of dialogue and meetings between Chief Executive Officer,
Chief Financial Officer, and institutional investors, fund managers and analysts. At these
meetings, a wide range of relevant issues, including strategy, performance, management and
governance, are discussed within the constraints of information already made public. There are
presentations to or conference calls with analysts and investors at the time of announcement
of results. During the year, we have further strengthened our programme and extended the
scope of our coverage of investors and analysts, including attending overseas investor
roadshows. To provide more detailed knowledge of the Group, the Company also arranged
analyst visits to Company sites. Investor relations reports describing investor and analyst
opinions are provided regularly to the Board.
CONSTRUCTIVE USE OF AGM
The Board is equally interested in the concerns of private shareholders. The Company
Secretary, on behalf of the Board, oversees communication with these investors. The Board
recognises the significance of the constructive use of AGMs as a means to enter into a
dialogue with private shareholders based on the mutual understanding of objectives. Individual
shareholders can put questions to the Chairman at the AGM. The Chairmen of the various
Board Committees, as provided under their respective terms of references, attend AGMs to
respond to any shareholder questions on the activities of those Committees.
Since 2004, to enable shareholders to gain a better understanding of our business activities,
we have included a “business review” session to our AGMs, in addition to the statutory part of
the meeting. Topics covered at the last AGM included the business environment in 2010, a
review of business activities, and the Company’s outlook for 2011. The Company values the
contributions of its shareholders during the question and answer session following the
statutory part of the meeting.
CORPORATE DISCLOSURE POLICY
We recognise the significance of consistent disclosure practices aimed at accurate, timely and
broadly disseminated disclosure of material information about Hysan. The Group’s Corporate
Disclosure Policy provides guidance for coordinating the disclosure of material information to
investors, analysts and media as well as our processes for results announcements. This policy
also identifies who may speak on Hysan’s behalf, and outlines the responsibilities for
communications with various stakeholders groups. (Details of the Corporate Disclosure Policy
are available at the Company’s website: www.hysan.com.hk).
70
Hysan Annual Report 2011
SHAREHOLDER RIGHTS
SELF-FUNDED PROGRAMME TO PROACTIVELY FORwARD SHAREHOLDER
COMMUNICATION MATERIALS VIA NOMINEE COMPANIES
Shareholders must be furnished with sufficient and timely information concerning the Company
and any material developments. There is currently no requirement in Hong Kong providing for
mandatory forwarding of shareholder communication materials by nominee companies to
beneficial shareholders. Since 2005, we have initiated and funded a programme inviting major
nominee companies to proactively forward communication materials to shareholders at our
expense.
PROVISION OF SUFFICIENT AND TIMELY INFORMATION
We recognise the significance of providing information to shareholders to enable them to make
an informed assessment for the purposes of voting on each of the items put before
shareholders at the AGM. Copies of the Annual Report, and financial statements and related
papers were dispatched to shareholders over 30 days prior to the AGM (statutory requirement:
21 days). Comprehensive information on each resolution to be proposed is also provided.
VOTING
We recognise shareholders’ rights in exercising control proportionate to their equity ownership
and we support the principle of voting by poll. Since 2004, the Company has conducted all
voting at its AGMs by poll. The poll is conducted by the Company’s Registrars and scrutinised
by the Group’s auditors. Procedures for conducting a poll are included in the circular to
shareholders accompanying the Notice of AGM and are again explained to the general meeting
prior to the taking of the poll. Poll results are announced and posted on the websites of both
the HKSE and the Company.
The AGM provides a good opportunity for communications with shareholders
O
v
e
r
v
i
e
w
S
t
r
a
t
e
g
y
i
n
A
c
t
i
o
n
C
o
r
p
o
r
a
t
e
G
o
v
e
r
n
a
n
c
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
Hysan Annual Report 2011
71
Corporate Governance Report
RELEVANT PROVISIONS IN ARTICLES OF ASSOCIATION AND HONG KONG LAw
Under the Articles of Association of the Company and Hong Kong Companies Ordinance,
shareholders holding not less than 5% of the paid up capital of the Company (“5%
Shareholder”) may convene an extraordinary general meeting by requisition stating the objects
of the meeting, and deposit the signed requisition at the Company’s registered office (49/F,
The Lee Gardens, 33 Hysan Avenue, Hong Kong. Attention: The Company Secretary). Any 5%
Shareholder may also requisition for the circulation of resolutions to be moved at a general
meeting; and circulation of statements regarding resolution proposed. The special documents
should be deposited at the Company’s registered address as detailed above.
Hong Kong Companies Ordinance also provides for shareholder approval of decisions concerning
fundamental corporate changes, including amendments to the Articles of Association, and
extraordinary transactions, including the transfer of all or a substantial part of a company’s
assets.
There are no limitations imposed by Hong Kong law or the Articles of Association on the right of
non-residents or foreign persons to hold or vote on the Company’s shares other than those
limitations that would generally apply to all shareholders.
72
Hysan Annual Report 2011
The Directors submit their report together with the audited financial statements for the year ended 31 December 2011, which
were approved by the Board of Directors (the “Board”) on 8 March 2012.
PRINCIPAL ACTIVITIES
The principal activities of the Group continued throughout 2011 to be property investment, management and development.
Details of the Group’s principal subsidiaries and associates as at 31 December 2011 are set out in notes 18 and 19
respectively to the financial statements.
The turnover and results of the Group are principally derived from leasing of investment properties located in Hong Kong. The
Group’s turnover and results by operating segment are set out in note 5. A detailed review of the development of the business
of the Group during the year, and likely future developments, is set out in Chairman’s Statement and Management’s Discussion
and Analysis of this Annual Report.
RESULTS AND APPROPRIATIONS
The results of the Group for the year ended 31 December 2011 are set out in the consolidated income statement on page 94.
An interim dividend of HK15 cents per share, amounting to approximately HK$159 million, was paid to shareholders during the
year.
The Board recommends the payment of a final dividend of HK64 cents per share with a scrip alternative to the shareholders
on the register of members on 18 May 2012, absorbing approximately HK$678 million. The dividends proposed and paid for
ordinary shares in respect of the full year 2011 will absorb approximately HK$837 million, the balance of the profit will be
retained.
RESERVES
Movements during the year in the reserves of the Group and the Company are set out in the consolidated statement of changes
in equity on pages 98 and 99 and note 33 to the financial statements respectively.
INVESTMENT PROPERTIES
All of the Group’s investment properties were revalued by an independent professional valuer as at 31 December 2011 using
the fair value model. Details of movements during the year in the investment properties of the Group are set out in note 16 to
the financial statements.
Details of the major investment properties of the Group as at 31 December 2011 are set out in the section under Schedule of
Principal Properties of this Annual Report.
PROPERTY, PLANT AND EQUIPMENT
Details of movements during the year in the property, plant and equipment of the Group and the Company are set out in note 17
to the financial statements.
SHARE CAPITAL
Details of movements in the share capital of the Company during the year are set out in note 32 to the financial statements.
73
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverviewDirectors’ Report CORPORATE GOVERNANCE
The Company is committed to maintaining a high standard of corporate governance and, save as otherwise stated and explained
in the Corporate Governance Report, meets the requirements of the code provisions of the Code on Corporate Governance
Practice (the “Corporate Governance Code”) as set out in Appendix 14 of the Rules Governing the Listing of Securities (the “Listing
Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). Where appropriate, the Company has early-
adopted new code provisions effective 1 April 2012.
Further information on the Company’s corporate governance practices is set out in the following separate reports:
(a) “Corporate Governance Report” (pages 56 to 72) – it gives detailed information on the Company’s compliance with the
Corporate Governance Code, and adoption of local and international best practices;
(b) “Directors’ Remuneration and Interests Report” (pages 81 to 88) – it gives detailed information of Directors’ remuneration
and interests (including information on Directors’ compensation, service contracts, Directors’ interests in shares; contracts
and competing business);
(c) “Audit Committee Report” (pages 89 and 90) – it sets out the terms of reference, work performed and findings of the Audit
Committee for the year;
(d) “Internal Controls and Risk Management Report” (pages 45 to 47) – it sets out the Company’s framework on internal
controls and risks assessment including control environment, control activities, work done during the year and the focus for
2012; and
(e) “Corporate Responsibility Report” – it sets out the Company’s corporate responsibility policies and practices reflecting its
commitment to maintaining a high standard of corporate governance.
THE BOARD
The Board is currently chaired by Irene Yun Lien LEE, Chairman, with Siu Chuen LAU as Non-executive Deputy Chairman. The
other Executive Directors are Gerry Lui Fai YIM (Chief Executive Officer) and Wendy Wen Yee YUNG (Executive Director and
Company Secretary). There are seven other Non-executive Directors.
Irene Yun Lien LEE was appointed Non-executive Chairman as from the conclusion of the 2011 Annual General Meeting held on
9 May 2011 (“2011 AGM”). She succeeded Sir David AKERS-JONES, who stepped down following the 2011 AGM. Ms. Lee also
serves as alternate Director to Anthony Hsien Pin LEE (as from 11 January 2011), and was appointed Non-executive Director on
9 March 2011. She assumed an executive capacity as from 8 March 2012.
Siu Chuen LAU was appointed Non-executive Director as from the conclusion of the 2011 AGM. He had previously served as
alternate Director to Dr. Deanna Ruth Tak Yung RUDGARD, who stepped down as Non-executive Director as from the conclusion
of the 2011 AGM. He was appointed Non-executive Deputy Chairman effective 8 March 2012.
Kam Wing LI served as alternate Director throughout the year.
Save as otherwise mentioned, other Directors whose names and biographies appear on pages 52 to 54 have been Directors of
the Company throughout the year.
74
Hysan Annual Report 2011Directors’ Report continued THE BOARD continued
According to Article 97 of the Company’s current Articles of Association, a Director appointed either to fill a casual vacancy or as
an addition to the Board shall hold office only until the next following annual general meeting.
Under Article 114 of the Company’s current Articles of Association, one-third (or such other number as may be required under
applicable legislation) of the Directors; and where the applicable number is not an integral number, to be rounded upwards, who
have been longest in office shall retire from office by rotation. A retiring Director is eligible for re-election.
Gerry Lui Fai YIM will step down as Chief Executive Officer and Executive Director as from the conclusion of annual general
meeting to be held on 14 May 2012. Particulars of Directors seeking for re-election at the forthcoming annual general meeting
are set out in the related circular to shareholders.
The Company has received from each Independent non-executive Director an annual confirmation of his independence as
regard each of the factors referred to in Rule 3.13 (1) to (8) of the Listing Rules and the Company considered all of them to be
independent.
DIRECTORS’ INTERESTS IN SHARES
Details of the interests and short positions of the Directors in the shares, underlying shares or debentures of the Company and
its associated corporations are set out in Directors’ Remuneration and Interests Report on pages 81 to 88.
SUBSTANTIAL SHAREHOLDERS’ AND OTHER PERSONS’ INTERESTS IN SHARES
As at 31 December 2011, the interests or short positions of substantial shareholders and other persons of the Company, in
the shares and underlying shares of the Company as recorded in the register required to be kept under section 336 of the
Securities and Futures Ordinance (“SFO”), or as otherwise notified to the Company, were as follows:
Aggregate long positions in shares and underlying shares of the Company
Name
Capacity
Lee Hysan Estate Company, Limited
Lee Hysan Company Limited
Beneficial owner and
interests of
controlled corporations
Interests of controlled
corporations
Number of
ordinary
shares held
433,130,735
(Note b)
% of the
issued
share
capital
(Note a)
40.87
433,130,735
(Note b)
40.87
Silchester International Investors LLP
Investment manager
85,161,000
8.04
Notes:
(a) The percentage has been compiled based on the total number of shares of the Company in issue as at 31 December 2011 (i.e.
1,059,754,415 ordinary shares).
(b) These interests represent the same block of shares of the Company. 270,118,724 shares were held by Lee Hysan Estate Company,
Limited (“LHE”) and 163,012,011 shares were held by certain subsidiaries of LHE. LHE is a wholly-owned subsidiary of Lee Hysan
Company Limited.
Apart from the above, no other interest or short position in the shares or underlying shares of the Company were recorded in
the register required to be kept under section 336 of the SFO as at 31 December 2011.
75
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
RELATED PARTY TRANSACTIONS
The Group entered into certain transactions with parties regarded as “Related Parties” under applicable accounting principles.
These mainly relate to contracts entered into by the Group in the ordinary course of business, which contracts were negotiated
on normal commercial terms and on an arm’s length basis. Further details are set out in note 39 to the financial statements.
Some of these transactions also constitute “Continuing Connected Transactions” under the Listing Rules, as identified below.
CONTINUING CONNECTED TRANSACTIONS
Certain transactions entered into by the Group constituted continuing connected transactions (the “Transactions”) under
Rule 14A.34 of the Listing Rules during the year. Details of the Transactions required to be disclosed are set out as follows:
Leases granted by the Group
I.
(a) The Lee Gardens, 33 Hysan Avenue, Hong Kong (“The Lee Gardens”)
The following lease arrangement was entered into by Perfect Win Properties Limited, a wholly-owned subsidiary of the
Company and property owner of The Lee Gardens, as landlord, with Oxer Limited (“Oxer”), an associate of Michael Tze Hau
LEE, Non-executive Director of the Company. Details of the lease arrangement are set out below:
Connected person
Date of agreement
Terms
Premises
Annual consideration
(Note a)
Oxer Limited
(Note b)
14 June 2010
(Lease and Carpark
Licence
Agreement)
3 years commencing
from 1 July 2010
Rooms 3703 and
3704 on the
37th Floor and
1 carparking space
2011: HK$1,638,876
2012: HK$1,638,876
HK$819,438
2013:
(on pro-rata basis)
(b) Lee Gardens Two, 28 Yun Ping Road, Hong Kong (“Lee Gardens Two”)
The following lease arrangements were entered into by Barrowgate Limited (“Barrowgate”), a 65.36% subsidiary of the
Company and property owner of Lee Gardens Two, as landlord with the following connected persons:
Connected person
Date of agreement
Terms
Premises
(i)
Jebsen and
Company
Limited
(Note c)
(ii) Hang Seng
Bank Limited
(Note c)
31 March 2010
3 years commencing from
1 September 2010
15 October 2007
(Note d)
72 months commencing
from 15 October 2007
(for Shops 2-10 on the
Lower Ground Floor)
68 months commencing
from 15 February 2008
(for Shop G13A on the
Ground Floor and Shops
11-12 on the Lower
Ground Floor)
(Note e)
Office units on the
28th, 30th and
31st Floors
Shop G13A on the
Ground Floor and
Shops 2-10 and
11-12 on the
Lower Ground
Floor
Annual consideration
(Note a)
2011: HK$20,802,552
2012: HK$20,802,552
2013: HK$13,868,368
(on pro-rata basis)
2011: HK$17,706,600
2012: HK$17,869,680
2013: HK$14,074,775
(on pro-rata basis)
(Notes f & g)
76
Hysan Annual Report 2011Directors’ Report continued
CONTINUING CONNECTED TRANSACTIONS continued
I.
(b) Lee Gardens Two, 28 Yun Ping Road, Hong Kong (“Lee Gardens Two”) continued
Leases granted by the Group continued
Connected person
Date of agreement
Terms
Premises
Annual consideration
(Note a)
(iii) Pearl
(1) 23 May 2008
Investments
(HK) Limited
(Note h)
3 years commencing from
15 May 2008
Room 1401C on the 2011:
14th Floor
HK$739,226
(on pro-rata basis)
3 years commencing from
15 May 2011
(2) 24 May 2011
(Lease and
Carpark Licence
Agreement)
(renewal)
Room 1401C on the 2011: HK$1,294,231
14th Floor and 1
(on pro-rata basis)
2012: HK$2,057,496
carparking space
2013: HK$2,057,496
HK$763,265
2014:
(on pro-rata basis)
(iv) MF Jebsen
(1) 22 December
International
Limited
(Note i)
2008
3 years commencing from
1 February 2008
Office units on
the 24th and
25th Floors
2011: HK$1,127,761
(on pro-rata basis)
(2) 7 September
2010 (renewal)
3 years commencing from
1 February 2011
Office units on
the 25th Floor
2011: HK$6,612,419
(on pro-rata basis)
2012: HK$7,213,548
2013: HK$7,213,548
HK$601,129
2014:
(on pro-rata basis)
(c) One Hysan Avenue, Causeway Bay, Hong Kong (“One Hysan Avenue”)
The following lease arrangements were entered into by OHA Property Company Limited, a wholly-owned subsidiary of the
Company and property owner of One Hysan Avenue, as landlord with Atlas Corporate Management Limited, a wholly-owned
subsidiary of LHE, a substantial shareholder of the Company (holding 40.87% interest). Details of the lease are set out
below:
Connected person
Date of agreement
Terms
Premises
Annual consideration
(Note a)
Atlas Corporate
Management
Limited
(1) 14 November
2008
3 years commencing from Whole of
1 November 2008
21st Floor
2011: HK$2,103,300
(on pro-rata basis)
(2) 4 November
2011 (renewal)
3 years commencing from Whole of
1 November 2011
21st Floor
2011:
HK$466,590
(on pro-rata basis)
2012: HK$2,799,540
2013: HK$2,799,540
2014: HK$2,332,950
(on pro-rata basis)
77
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
CONTINUING CONNECTED TRANSACTIONS continued
II. Provision of leasing and property management services to a non wholly-owned subsidiary regarding Lee Gardens Two
(a) The following management agreement was entered into by Hysan Leasing Company Limited, a wholly-owned subsidiary of
the Company, with Barrowgate for the provision of leasing, marketing and lease administration services to Lee Gardens
Two:
Connected person
Date of agreement
Terms
Premises
Consideration
Barrowgate
Limited
31 March 2010
3 years commencing from Whole premises of
Lee Gardens Two
1 April 2010
HK$15,634,021
(Note j)
(b) The following management agreement was entered into by Hysan Property Management Limited, a wholly-owned subsidiary
of the Company, with Barrowgate for the provision of property management services to Lee Gardens Two:
Connected person
Date of agreement
Terms
Premises
Consideration
Barrowgate
Limited
Notes:
31 March 2010
3 years commencing from Whole premises of
Lee Gardens Two
1 April 2010
HK$3,039,590
(Note j)
(a) The annual considerations are based on current rates of rental, operating charges, (for retail premises) promotional levies and (for
carparking spaces) licence fees for each of the relevant financial years as provided in the relevant agreements. The rental, operating
charges, promotional levies and licence fees (as the case may be) are payable monthly in advance.
(b) Oxer is a connected person of the Company by virtue of its being an associate of Michael Tze Hau LEE, Non-executive Director of the
Company.
(c)
Jebsen and Company Limited (“Jebsen and Company”) and Hang Seng Bank Limited (“Hang Seng”) are beneficial substantial shareholders
of Barrowgate and having equity interest of 10% and 24.64% respectively in Barrowgate.
(d) Barrowgate and Hang Seng entered into an agreement for lease dated 15 October 2007. A formal lease agreement, a supplemental deed
and an endorsement (following rent review as provided under the lease arrangements) in respect of the premises mentioned under I(b)(ii)
above were entered on 15 February 2008, 13 May 2008 and 22 November 2010 respectively.
(e) The term of the lease mentioned under I(b)(ii) above exceeds 3 years and, according to Listing Rules requirement, an independent financial
adviser to the Board was engaged and it formed the view that the term of this lease with duration longer than 3 years was required and it
was normal business practice for leases of this type to be of such duration.
(f)
Pursuant to an endorsement dated 22 November 2010 as mentioned in Note (d) above, the rent for the period from 15 October 2010 to
14 October 2013 was revised at the then prevailing market rent.
(g) The monthly operating charges were revised with effect from 1 January 2012 while the rental and promotional levies remained unchanged.
(h) Pearl Investments (HK) Limited is a connected person of the Company by virtue of its being an associate of Chien LEE, Non-executive
Director of the Company.
(i) MF Jebsen International Limited is a connected person of the Company by virtue of its being controlled (more than 50%) by the brother of
Hans Michael JEBSEN, Non-executive Director of the Company.
(j)
These represent the actual consideration received for the year ended 31 December 2011, calculated on the basis of the fee schedules as
prescribed in the respective management agreements.
78
Hysan Annual Report 2011Directors’ Report continued
CONTINUING CONNECTED TRANSACTIONS continued
All the Transactions were entered in the ordinary and usual course of business of the respective companies after due
negotiations on an arm’s length basis with reference to the prevailing market conditions.
Announcements were published regarding the Transactions in accordance with the Listing Rules. The Company confirms that
it has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules in so far as they are
applicable.
Pursuant to Rule 14A.38 of the Listing Rules, the Company’s auditor was engaged to report on the Group’s continuing
connected transactions in accordance with Hong Kong Standard on Assurance Engagements 3000 “Assurance Engagements
Other Than Audits or Reviews of Historical Financial Information” and with reference to Practice Note 740 “Auditor’s Letter on
Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public
Accountants. The auditor has issued his unqualified letter containing his findings and conclusions in respect of the continuing
connected transactions disclosed by the Group in pages 76 to 79 of the Annual Report in accordance with Rule 14A.38 of the
Listing Rules. A copy of the auditor’s letter has been provided by the Company to the Stock Exchange.
All Independent non-executive Directors of the Company have reviewed the Transactions and the report of the auditor and
confirmed that the respective contracts and terms of the Transactions are:
1.
in the ordinary and usual course of business of the Company;
2. on normal commercial terms; and
3.
in accordance with the relevant agreement governing them on terms that are fair and reasonable and in the commercial
interests of the Group as a whole.
INTEREST IN CONTRACTS OF SIGNIFICANCE
The lease arrangement between Barrowgate and Jebsen and Company is considered contract of significance under paragraph
15 of Appendix 16 of the Listing Rules due to the annual consideration of the lease having a percentage ratio of 1.18%
from the calculation of the revenue test (the percentage ratios for assets ratio and consideration ratio are 0.04% and 0.08%
respectively). Details of the transaction are set out under I(b)(i) of “Continuing Connected Transactions”.
MAJOR CUSTOMERS AND SUPPLIERS
During the year, both the aggregate amount of purchases attributable to the Group’s 5 largest suppliers and the aggregate
amount of turnover attributable to the Group’s 5 largest customers were less than 30% of total purchases and turnover of the
Group respectively.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES
During the year, neither the Company nor its subsidiaries purchased, sold or redeemed any of the Company’s listed securities.
PUBLIC FLOAT
Based on the information that is publicly available to the Company and within the knowledge of the Directors, the Company has
maintained the prescribed amount of public float during the year and up to the date of this report as required under the Listing
Rules.
79
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview DONATIONS
During the year, the Group made donations of approximately HK$0.5 million to charitable and non-profit-making organisations.
AUDITOR
A resolution for the re-appointment of Messrs. Deloitte Touche Tohmatsu as auditor of the Company is to be proposed at the
2012 AGM.
On behalf of the Board
Irene Yun Lien LEE
Chairman
Hong Kong, 8 March 2012
80
Hysan Annual Report 2011Directors’ Report continued DIRECTOR COMPENSATION
Remuneration Committee
The Board recognises the significance of having in place a transparent and objective process for determining Executive Director
compensation. The Remuneration Committee (first established in 1987, formerly known as “Emoluments Review Committee”),
reviews and determines the remuneration of Executive Directors as well as recommending for shareholder approval fees payable
to the Chairman and Non-executive Directors.
The Remuneration Committee currently has 3 members (with a majority of Independent non-executive Directors). It is chaired
by Philip Yan Hok FAN, Independent non-executive Director and the other members are Joseph Chung Yin POON, Independent
non-executive Director and Michael Tze Hau LEE, Non-executive Director. Sir David AKERS-JONES stepped down as Independent
non-executive Chairman as well as chairman of the Committee after the conclusion of the May 2011 Annual General Meeting.
Management makes recommendations to the Committee on the Company’s framework for, and cost of, Executive Director
remuneration and the Committee then reviews these recommendations. Fees payable to the Chairman and other Non-executive
Directors are reviewed from time to time. Independent professional advice will be sought where appropriate. On matters other
than those concerning him, the Chief Executive Officer may be invited to Committee meetings. No Director is involved in deciding
his own remuneration.
Executive Director Remuneration Policy
The Group’s remuneration policy aims to provide a fair market remuneration in a form and value to attract, retain and motivate
high quality staff. At the same time, such awards must be aligned with shareholder interests.
The following principles had been established:
• Remuneration package will consist of several components: (i) fixed part (base salary and benefits); (ii) performance-based
(bonus); (iii) long-term incentives (executive share options). The structure will reflect a fair system of reward for all the
participants, emphasizing performance.
• Remuneration packages are set at levels to ensure comparability and competitiveness with Hong Kong-based companies
competing within a similar talent pool, with particular emphasis on the property industry. Independent professional advice
will be sought to supplement internal resources where appropriate.
•
The Committee will determine the overall amount of each component of remuneration, taking into account both quantitative
and qualitative assessment of performance.
• Remuneration policy and practice will be as transparent as possible.
•
•
Executive Directors will develop a significant personal shareholding pursuant to the executive share options in order to
align their interests with those of shareholders.
Pay and employment conditions elsewhere in the Group will be taken into account, especially in setting annual salary
increases.
•
The remuneration policy for Executive Directors will be reviewed regularly, independently of executive management.
Details of Director (including individual Executive Director) emoluments for year 2011 and options movement during the year are
set out in notes 12 and 40 respectively to the financial statements.
Non-executive Director Remuneration Policy
Key elements of our Non-executive Director remuneration policy include:
• Remuneration should be sufficient to attract and retain first class non-executive talent.
• Remuneration of Non-executive Directors is (subject to shareholder approval) set by the Board and should be proportional
to their contribution towards the interests of the Company.
• Remuneration practice should be consistent with recognised best practice standards for Non-executive Directors’
remuneration.
• Remuneration should be in the form of cash fees, payable annually.
• Non-executive Directors do not receive share options from the Company.
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
81
Hysan Annual Report 2011Strategy in ActionOverviewDirectors’ Remuneration and Interests ReportCorporate Governance
DIRECTOR COMPENSATION continued
Non-executive Director Remuneration Policy continued
Non-executive Directors received no other compensation from the Group except for the fees disclosed below. None of the
Non-executive Directors receives any pension benefits from the Company, nor do they participate in any bonus or incentive
schemes.
Non-executive Directors (including the Independent non-executive Directors) received fees totalling HK$2,119,643.78 for 2011.
2011 Review
The Committee met twice in March 2011 with all members being present. The first meeting reviewed 2011 Executive Director
compensation packages. The second meeting focused on reviewing (i) its terms of reference; and (ii) fee levels for
Non-executive Directors and Board Committee members.
The executive packages and fee levels were set at levels to ensure comparability and competitiveness with Hong Kong based
companies competing within a similar talent pool, with particular emphasis on the property industry. Clear performance targets
were set for Executive Directors.
The Committee’s terms of reference were refined to include reviewing the fee levels of Non-executive Directors (including
additional fees for serving as Board Committee members). Taking into consideration the level of responsibility, experience,
abilities required of the Directors, level of care and amount of time needed to be spent, and fees offered for similar positions
in companies competing for the same talent, new fee levels of Non-executive Directors and Board Committee members were
proposed and approved at the May 2011 Annual General Meeting. Effective 1 June 2011, Executive Directors will not receive
Director fees.
March 2012 Review
The Committee met in March 2012 to review 2012 Executive Director compensation packages, including new package of the
Chairman (who will assume an executive capacity as from 8 March 2012). New package of the Chairman was set at the same
level as the former executive Chairman, with inflationary adjustment since 2010. Independent professional advice was also
sought. All members attended the meeting.
Current Director Fee Levels
Director fees are subject to shareholder approval at general meeting. The current fee scale for Directors and Board Committee
members are set out below. Executive Directors will not receive any fee.
Board of Directors
Chairman
Director
Audit Committee
Chairman
Member
Remuneration Committee
Chairman
Member
Other Committees
Chairman
Member
82
Per annum
HK$
400,000
200,000
100,000
60,000
50,000
40,000
30,000
20,000
Hysan Annual Report 2011Directors’ Remuneration and Interests Report continued
DIRECTOR COMPENSATION continued
Long-term incentives: Share Option Schemes
The Company has granted options under 2 executive share option schemes. The purpose of both schemes was to strengthen
the link between individual staff and shareholder interests. The power of grant to Executive Directors is vested in the
Remuneration Committee and endorsed by all Independent non-executive Directors as required under the Rules Governing the
Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). The Chairman
or the Chief Executive Officer may make grants to management staff below Executive Director level.
Key terms of the share option schemes of the Company are summarised as follows:
The 1995 Share Option Scheme (the “1995 Scheme”)
The 1995 Scheme was approved by shareholders on 28 April 1995 and had a term of 10 years. It expired on 28 April 2005. As
at 31 December 2011, all options granted under the 1995 Scheme had been exercised.
The maximum entitlement of each participant is substantially below the limit set out under the scheme rules (being 25% of the
maximum number of shares in respect of which options may at any time be granted under the 1995 Scheme). For the options
granted under the 1995 Scheme that are currently outstanding, the basis for determining the exercise price is the highest of (i)
the closing price of the shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant; (ii) the average of
the closing prices of the shares as stated in the Stock Exchange’s daily quotations sheets for the 5 business days immediately
preceding the date of grant; and (iii) the nominal value of the shares. Consideration on each grant of option was HK$1 and was
paid within 30 days from the date of grant of option, with full payment for exercise price to be made on exercise of the relevant
option.
The 2005 Share Option Scheme (the “2005 Scheme”)
The Company adopted the 2005 Scheme at its Annual General Meeting (“AGM”) held on 10 May 2005, which has a term of 10
years and will be expiring on 9 May 2015 (together with the 1995 Scheme are referred to as the “Schemes”).
The maximum number of shares in respect of which options may be granted under the 2005 Scheme and any other share
option scheme of the Company shall not exceed such number of shares as required under the Listing Rules, currently being
10% of the shares in issue as at 10 May 2005, the date of the AGM approving the 2005 Scheme (being 104,996,365 shares).
Under the Listing Rules, a listed issuer may seek approval by its shareholders in general meeting for “refreshing” the 10% limit
under the scheme. The limit on the number of shares which may be issued upon exercise of all outstanding options granted and
yet to be exercised under the 2005 Scheme and any other share option scheme of the Company must not exceed 30% of the
shares in issue from time to time (or such number of shares as required under the Listing Rules). No options may be granted if
such grant will result in this 30% limit being exceeded.
The maximum entitlement of each participant under the 2005 Scheme must not during any 12-month period exceed such
number of shares as required under the Listing Rules (which is 1% of the total shares in issue as at the date of shareholder
approval, being 10,499,636 shares). The exercise price shall be at least the highest of (i) the closing price of the shares as
stated in the Stock Exchange’s daily quotations sheet on the date of grant; (ii) the average of the closing prices of the shares as
stated in the Stock Exchange’s daily quotations sheets for the 5 business days immediately preceding the date of grant; and (iii)
the nominal value of the shares. Consideration on each grant of option is HK$1 and is required to be paid within 30 days from
the date of grant of option, with full payment for exercise price to be made on exercise of the relevant option.
Grant and vesting structures
Under the Company’s current policy, grants will be made on a periodic basis. Vesting period is 3 years in equal proportions. Size
of grant will be determined by reference to base salary multiple and job grades. A clear performance criterion will be a key driver.
The Board will review the grant and vesting structures from time to time.
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
83
Hysan Annual Report 2011Strategy in ActionOverviewCorporate Governance
DIRECTOR COMPENSATION continued
Long-term incentives: Share Option Schemes continued
Movement of share options
During the year, a total of 713,000 shares options were granted under the 2005 Scheme.
As at 31 December 2011, an aggregate of 2,294,669 shares are issuable for options granted under the Schemes, representing
approximately 0.22% of the issued share capital of the Company.
As at the date of this Report, 97,202,433 shares are issuable under the Schemes representing 9.17% of the issued share
capital.
Details of options granted, exercised, cancelled/lapsed and outstanding under the Schemes during the year are as follows:
Name
Date of grant
Exercise
price
HK$
Exercisable
period
(Note a)
1995 Scheme
Executive Director
Changes during the year
Balance
as at
1.1.2011
Granted
Exercised
Cancelled/
Balance
as at
lapsed 31.12.2011
Wendy Wen Yee YUNG 30.3.2005 15.850 30.3.2005 –
29.3.2015
96,000
–
(96,000)
(Note b)
2005 Scheme
Executive Directors
Peter Ting Chang LEE
(Note c)
6.3.2007 21.380
6.3.2007 –
16.1.2011
235,000
13.3.2008 21.450 13.3.2008 –
16.1.2011
260,000
11.3.2009 11.760 11.3.2009 –
16.1.2011
500,000
Gerry Lui Fai YIM
1.12.2009 22.800 1.12.2009 –
218,000
30.11.2019
–
–
–
–
10.3.2011 35.710 10.3.2011 –
(Note e)
9.3.2021
–
217,000
Wendy Wen Yee YUNG 26.6.2006 20.110 26.6.2006 –
25.6.2016
110,000
30.3.2007 21.250 30.3.2007 –
95,000
29.3.2017
31.3.2008 21.960 31.3.2008 –
100,000
30.3.2018
11.3.2009 11.760 11.3.2009 –
10.3.2019
300,000
11.3.2010 22.100 11.3.2010 –
10.3.2020
185,000
–
–
–
–
–
10.3.2011 35.710 10.3.2011 –
(Note e)
9.3.2021
–
103,000
(235,000)
(Note d)
(173,333)
(Note d)
(166,666)
(Note d)
–
–
(110,000)
(Note b)
–
–
(200,000)
(Note b)
–
–
–
–
(86,667)
(333,334)
–
–
–
–
–
218,000
–
217,000
–
–
–
95,000
– 100,000
–
100,000
– 185,000
–
103,000
84
Hysan Annual Report 2011Directors’ Remuneration and Interests Report continued
DIRECTOR COMPENSATION continued
Long-term incentives: Share Option Schemes continued
Movement of share options continued
Name
Date of grant
Exercise
price
HK$
Exercisable
period
(Note a)
2005 Scheme continued
Eligible employees
(Note f)
30.3.2006 22.000 30.3.2006 –
29.3.2016
30.3.2007 21.250 30.3.2007 –
29.3.2017
31.3.2008 21.960 31.3.2008 –
30.3.2018
2.5.2008 23.900
2.5.2008 –
1.5.2018
Balance
as at
1.1.2011
15,000
15,000
78,000
95,000
2.10.2008 20.106 2.10.2008 –
85,000
1.10.2018
31.3.2009 13.300 31.3.2009 –
30.3.2019
363,334
31.3.2010 22.450 31.3.2010 –
30.3.2020
523,000
Changes during the year
Granted
Exercised
Cancelled/
Balance
as at
lapsed 31.12.2011
–
–
–
–
–
–
–
(15,000)
(Note g)
(15,000)
(Note h)
(55,000)
(Note i)
–
–
–
–
–
–
–
23,000
–
95,000
–
85,000
(86,999)
(Note j)
(37,999)
(Note l)
(13,667) 262,668
(Note k)
(44,000) 441,001
(Note k)
31.3.2011 32.000 31.3.2011 –
(Note m)
30.3.2021
–
393,000
–
(23,000) 370,000
(Note k)
3,273,334
713,000 (1,190,997)
(500,668) 2,294,669
Notes:
(a) All options granted have a vesting period of 3 years in equal proportions.
(b) The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$34.25.
(c) The late Chairman, Peter Ting Chang LEE, passed away on 17 October 2009. An extension in time (to 16 January 2011) for exercising
his options was granted to his legal personal representative pursuant to the 2005 Scheme. Share options of 235,000, 173,333 and
166,666, which were granted to him on 6 March 2007, 13 March 2008 and 11 March 2009 respectively, were exercised by the sole
executrix to his estate on 3 January 2011. The unvested share options of 420,001 lapsed on 17 January 2011.
(d) The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$36.60.
(e) The closing price of the shares of the Company immediately before the date of grant (i.e. as of 9 March 2011) was HK$35.70.
(f)
Eligible employees are working under employment contracts that are regarded as “continuous contracts” for the purposes of the
Employment Ordinance.
(g) The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$33.65.
(h) The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$36.25.
(i)
The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$34.68.
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
a
n
d
V
a
l
u
a
t
i
o
n
85
Hysan Annual Report 2011Strategy in ActionOverviewCorporate Governance
DIRECTOR COMPENSATION continued
Long-term incentives: Share Option Schemes continued
Movement of share options continued
(j)
The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$34.98.
(k) The unvested options lapsed during the year upon resignations of certain eligible employees.
(l)
The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$35.06.
(m) The closing price of the shares of the Company immediately before the date of grant (i.e. as of 30 March 2011) was HK$31.95.
Apart from the above, the Company had not granted any share option under the Schemes to any other persons as required to
be disclosed under Rule 17.07 of the Listing Rules.
Particulars of the Schemes are set out in note 40 to the financial statements.
Value of share options
Pursuant to Rule 17.08 of the Listing Rules, the value of the share options granted during the year is to be expensed through
the Group’s income statement over the three-year vesting period of the options.
The fair values of share options granted by the Company were determined by using Black-Scholes option pricing model
(the “Model”). The Model is one of the commonly used models to estimate the fair value of an option. The variables and
assumptions used in computing the fair value of the share options are based on the management’s best estimate. The value
of an option varies with different variables of a number of subjective assumptions. Any change in the variables so adopted may
materially affect the estimation of the fair value of an option.
The inputs into the Model were as follows:
Date of grant
Closing share price at the date of grant
Exercise price
Risk free rate (Note a)
Expected life of option (Note b)
Expected volatility (Note c)
Expected dividend per annum (Note d)
Estimated fair values per share option
Notes:
31.3.2011
10.3.2011
HK$32.000
HK$32.000
2.687%
10 years
34.151%
HK$0.640
HK$12.409
HK$34.000
HK$35.710
2.717%
10 years
34.026%
HK$0.640
HK$12.553
(a) Risk free rate: being the approximate yields of 10-year Exchange Fund Notes traded on the date of grant, matching the expected life of
each option.
(b) Expected life of option: being the period of 10 years commencing on the date of grant, based on management’s best estimates for the
effects of non-transferability, exercise restriction and behavioural consideration.
(c) Expected volatility: being the approximate historical volatility of closing prices of the shares of the Company in the past 10 years
immediately before the date of grant, matching the expected life of the options of 10 years.
(d) Expected dividend per annum: being the approximate average annual cash dividend for the past 5 financial years.
SERVICE CONTRACTS
No Director proposed for re-election at the forthcoming AGM has a service contract with the Company or any of its subsidiaries
that is not determinable by the Group within 1 year without payment of compensation (other than statutory compensation).
86
Hysan Annual Report 2011Directors’ Remuneration and Interests Report continued REVIEw OF INTERNAL CONTROLS AND RISK MANAGEMENT SYSTEMS continued
• March 2012
:
2011 annual internal controls review – the Committee considered reports from and upon receiving
confirmation of management and Internal Audit, was satisfied as to the effectiveness of the
Company’s internal controls system (including the adequacy of resources, qualifications and
experience of staff of the Group’s accounting and financial reporting function, and their training
programmes and budget). There were no matters of material concern relating to financial, operational,
or compliance controls.
RELATIONSHIP wITH ExTERNAL AUDITOR
•
August 2011
:
The Committee reviewed and considered the terms of engagement of the external auditor in respect
of the 2011 annual audit and the related results announcement and annual confirmation.
• March 2012
:
The Committee assessed the auditor’s independence and objectivity. Factors considered include the
arrangement for lead audit partner rotation, and the provision of non-audit services by the auditor.
The Committee recommended to the Board that the shareholders be asked to re-appoint Deloitte
Touche Tohmatsu as the Group’s external auditor for 2012.
The Committee also reviewed and considered the terms of engagement of the external auditor in
respect of the 2012 interim results review.
For the year ended 31 December 2011, external auditor received a total fee of HK$2,242,000 (audit
services: HK$1,910,000 and non-audit services: HK$332,000).
Members of the Audit Committee
Nicholas Charles ALLEN (Chairman)
Philip Yan Hok FAN
Anthony Hsien Pin LEE
Hong Kong, 8 March 2012
90
Hysan Annual Report 2011Audit Committee Report continued 91
92 Directors’ Responsibility for the Financial Statements 93 Independent Auditor’s Report 94 Consolidated Income Statement 95 Consolidated Statement of Comprehensive Income 96 Consolidated Statement of Financial Position 97 Statement of Financial Position 98 Consolidated Statement of Changes in Equity 100 Consolidated Statement of Cash Flows 102 Significant Accounting Policies 112 Notes to the Financial Statements 160 Financial Risk Management 170 Five-Year Financial Summary 172 Report of the Valuer 173 Schedule of Principal Properties 175 Shareholding Analysis 176 Shareholder InformationStrategy in ActionCorporate GovernanceFinancial Statements and ValuationOverviewHysan Annual Report 2011Financial Statements and Valuation4 The Companies Ordinance requires the Directors to prepare financial statements for each financial year which give a true and
fair view of the state of affairs of the Company and of the Group as at the end of the financial year and of their respective profit
or loss for the year then ended. In preparing the financial statements, the Directors are required to:
(a) select suitable accounting policies and apply them on a consistent basis, making judgments and estimates that are
prudent, fair and reasonable;
(b) state the reasons for any significant departure from accounting standards; and
(c) prepare the financial statements on the going concern basis, unless it is not appropriate to presume that the Company and
the Group will continue in business for the foreseeable future.
The Directors are responsible for keeping proper accounting records, for safeguarding the assets of the Company and of the
Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
92
Hysan Annual Report 2011Directors’ Responsibility for the Financial Statements To the Members of Hysan Development Company Limited
(incorporated in Hong Kong with limited liability)
We have audited the consolidated financial statements of Hysan Development Company Limited (the “Company”) and its
subsidiaries (collectively referred to as the “Group”) set out on pages 94 to 169, which comprise the consolidated and
Company’s statements of financial position as at 31 December 2011, and the consolidated income statement, consolidated
statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for
the year then ended, and a summary of significant accounting policies and other explanatory information.
Directors’ Responsibility for the Consolidated Financial Statements
The directors of the Company are responsible for the preparation of consolidated financial statements that give a true and
fair view in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public
Accountants and the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to
enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or
error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit and to report our
opinion solely to you, as a body, in accordance with section 141 of the Hong Kong Companies Ordinance, and for no other
purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. We
conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public
Accountants. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks
of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity’s preparation of consolidated financial statements that
give a true and fair view 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 the directors, as well as evaluating the
overall presentation of the consolidated 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 consolidated financial statements give a true and fair view of the state of affairs of the Company and of the
Group as at 31 December 2011, and of the Group’s profit and cash flows for the year then ended in accordance with Hong Kong
Financial Reporting Standards and have been properly prepared in accordance with the Hong Kong Companies Ordinance.
Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong
8 March 2012
93
Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverviewHysan Annual Report 2011Independent Auditor’s Report Turnover
Property expenses
Gross profit
Investment income
Other gains and losses
Administrative expenses
Finance costs
Change in fair value of investment properties
Share of results of associates
Profit before taxation
Taxation
Profit for the year
Profit for the year attributable to:
Owners of the Company
Non-controlling interests
Earnings per share (expressed in HK cents)
Basic
Diluted
Notes
2011
HK$ million
2010
HK$ million
4
6
7
8
9
10
15
1,922
(262)
1,660
90
(34)
(173)
(122)
7,532
254
9,207
(217)
8,990
8,545
445
8,990
1,764
(250)
1,514
49
(42)
(140)
(117)
2,594
394
4,252
(201)
4,051
3,844
207
4,051
808.34
807.71
365.47
365.16
94
Hysan Annual Report 2011Consolidated Income StatementFor the year ended 31 December 2011
Profit for the year
Other comprehensive income:
Losses arising from equity investments designated as at fair value
through other comprehensive income
Gains arising from available-for-sale investments
Net gains (losses) on cash flow hedges
Gain on revaluation of properties held for own use
Share of translation reserve of an associate
Other comprehensive income for the year (net of tax)
Total comprehensive income for the year
Total comprehensive income attributable to:
Owners of the Company
Non-controlling interests
2011
HK$ million
2010
HK$ million
8,990
4,051
Note
11
(121)
–
4
71
155
109
–
150
(22)
29
103
260
9,099
4,311
8,654
445
9,099
4,104
207
4,311
95
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverviewConsolidated Statement of Comprehensive IncomeFor the year ended 31 December 2011
Non-current assets
Investment properties
Property, plant and equipment
Investments in associates
Principal-protected investments
Term notes
Equity investments
Available-for-sale investments
Other financial assets
Other receivables
Current assets
Accounts receivable and other receivables
Amount due from an associate
Principal-protected investments
Term notes
Other financial assets
Time deposits
Cash and bank balances
Current liabilities
Accounts payable and accruals
Rental deposits from tenants
Amounts due to non-controlling interests
Borrowings
Other financial liabilities
Taxation payable
Net current assets
Total assets less current liabilities
Non-current liabilities
Borrowings
Other financial liabilities
Rental deposits from tenants
Deferred taxation
Net assets
Capital and reserves
Share capital
Reserves
Equity attributable to owners of the Company
Non-controlling interests
Total equity
Notes
2011
HK$ million
2010
HK$ million
16
17
19
20
21
22
22
23
24
26
20
21
23
27
27
28
29
30
23
30
23
31
32
49,969
530
3,423
365
259
989
–
68
163
55,766
134
–
265
171
71
2,899
62
3,602
532
170
327
1,507
19
73
2,628
974
40,833
429
3,014
378
168
–
1,152
90
79
46,143
98
139
84
95
2
1,930
63
2,411
433
175
327
650
–
50
1,635
776
56,740
46,919
5,156
50
430
360
5,996
3,937
52
276
337
4,602
50,744
42,317
5,299
43,454
48,753
1,991
50,744
5,267
35,410
40,677
1,640
42,317
The consolidated financial statements on pages 94 to 169 were approved and authorised for issue by the Board of Directors on
8 March 2012 and are signed on its behalf by:
96
Irene Y.L. LEE
Director
Gerry L.F. YIM
Director
Hysan Annual Report 2011Consolidated Statement of Financial PositionAt 31 December 2011
Non-current assets
Property, plant and equipment
Investments in subsidiaries
Available-for-sale investments
Other financial assets
Amounts due from subsidiaries
Current assets
Other receivables
Amounts due from subsidiaries
Time deposits
Cash and bank balances
Current liabilities
Other payable and accruals
Amounts due to subsidiaries
Taxation payable
Net current assets
Total assets less current liabilities
Non-current liability
Deferred taxation
Net assets
Capital and reserves
Share capital
Reserves
Total equity
Notes
2011
HK$ million
2010
HK$ million
17
18
22
23
25
25
27
27
25
31
32
33
10
1,904
–
2
5,126
7,042
5
6,088
466
25
6,584
36
480
5
521
9
–
2
–
–
11
5
12,671
547
33
13,256
38
175
2
215
6,063
13,105
13,041
13,052
1
–
13,104
13,052
5,299
7,805
5,267
7,785
13,104
13,052
The financial statements on pages 94 to 169 were approved and authorised for issue by the Board of Directors on 8 March
2012 and are signed on its behalf by:
Irene Y.L. LEE
Director
Gerry L.F. YIM
Director
97
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverviewStatement of Financial PositionAt 31 December 2011
At 1 January 2010
5,253
1,703
10
276
100
809
(22)
175
153
28,759
37,216
1,516
38,732
Attributable to owners of the Company
Share
capital
HK$ million
Share
premium
HK$ million
Share
options
reserve
HK$ million
Capital
redemption
reserve
HK$ million
Attributable to owners of the Company
General
reserve
Investments
revaluation
reserve
Hedging
reserve
Properties
revaluation
reserve
Translation
reserve
Retained
profits
HK$ million
HK$ million
HK$ million
HK$ million
HK$ million
HK$ million
HK$ million
Non-controlling
Total
interests
HK$ million
Total
HK$ million
Profit for the year
Change in fair value of available-for-sale investments
Change in fair value of derivatives designated as cash flow hedges
Transfer to profit and loss for cash flow hedges
Gain on revaluation of properties held for own use
Deferred taxation arising on revaluation of properties held for own use
Share of translation reserve of an associate
Total comprehensive income (expenses) for the year
Issue of shares pursuant to scrip dividend schemes
Issue of shares under share option schemes
Recognition of equity-settled share-based payments
Dividends paid during the year (note 14)
–
–
–
–
–
–
–
–
14
–
–
–
–
–
–
–
–
–
–
–
50
1
–
–
–
–
–
–
–
–
–
–
–
–
6
–
–
–
–
–
–
–
–
–
–
–
–
–
At 31 December 2010
5,267
1,754
16
276
100
959
(44)
204
256
31,889
40,677
1,640
42,317
Profit for the year
Change in fair value of equity investments
Change in fair value of derivatives designated as cash flow hedges
Transfer to profit and loss for cash flow hedges
Gain on revaluation of properties held for own use
Deferred taxation arising on revaluation of properties held for own use
Share of translation reserve of an associate
Total comprehensive (expenses) income for the year
Issue of shares pursuant to scrip dividend schemes
Issue of shares under share option schemes
Recognition of equity-settled share-based payments
Forfeiture of share options
Dividends paid during the year (note 14)
Transfer to retained profits upon disposal of equity investments
–
–
–
–
–
–
–
–
26
6
–
–
–
–
–
–
–
–
–
–
–
–
159
21
–
–
–
–
–
–
–
–
–
–
–
–
–
(6)
7
(2)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
At 31 December 2011
5,299
1,934
15
276
100
(40)
275
411
39,678
48,753
1,991
50,744
150
(22)
3,844
4,104
207
4,311
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
150
(40)
18
(121)
(25)
29
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(33)
805
–
–
–
–
–
–
–
–
–
–
–
–
–
–
4
–
–
–
–
–
–
–
–
–
–
34
(5)
–
29
–
–
–
–
–
–
–
–
–
–
–
–
–
–
85
(14)
–
71
103
103
155
155
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3,844
3,844
207
4,051
(714)
(714)
(83)
(797)
8,545
445
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2
150
(40)
18
34
(5)
103
64
1
6
8,545
(121)
(25)
29
85
(14)
155
185
21
7
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
150
(40)
18
34
(5)
103
64
1
6
8,990
(121)
(25)
29
85
(14)
155
185
21
7
–
–
(791)
33
(791)
(94)
(885)
(121)
8,545
8,654
445
9,099
98
Hysan Annual Report 2011Consolidated Statement of Changes in EquityFor the year ended 31 December 2011
Attributable to owners of the Company
Share
capital
Share
premium
Share
options
reserve
Capital
redemption
reserve
HK$ million
HK$ million
HK$ million
HK$ million
Attributable to owners of the Company
General
reserve
HK$ million
Investments
revaluation
reserve
HK$ million
Hedging
reserve
HK$ million
Properties
revaluation
reserve
HK$ million
Translation
reserve
HK$ million
Retained
profits
HK$ million
Total
HK$ million
Non-controlling
interests
HK$ million
Total
HK$ million
At 1 January 2010
Profit for the year
Change in fair value of available-for-sale investments
Change in fair value of derivatives designated as cash flow hedges
Transfer to profit and loss for cash flow hedges
Gain on revaluation of properties held for own use
Deferred taxation arising on revaluation of properties held for own use
Share of translation reserve of an associate
Total comprehensive income (expenses) for the year
Issue of shares pursuant to scrip dividend schemes
Issue of shares under share option schemes
Recognition of equity-settled share-based payments
Dividends paid during the year (note 14)
At 31 December 2010
Profit for the year
Change in fair value of equity investments
Change in fair value of derivatives designated as cash flow hedges
Transfer to profit and loss for cash flow hedges
Gain on revaluation of properties held for own use
Deferred taxation arising on revaluation of properties held for own use
Share of translation reserve of an associate
Total comprehensive (expenses) income for the year
Issue of shares pursuant to scrip dividend schemes
Issue of shares under share option schemes
Recognition of equity-settled share-based payments
Forfeiture of share options
Dividends paid during the year (note 14)
Transfer to retained profits upon disposal of equity investments
14
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
26
6
–
–
–
–
50
1
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
159
21
–
–
–
–
–
–
–
–
–
–
6
–
–
–
–
–
–
–
–
–
–
(6)
7
(2)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
5,253
1,703
10
276
100
–
–
–
–
–
–
–
–
–
–
–
–
5,267
1,754
16
276
100
–
–
–
–
–
–
–
–
–
–
–
–
–
–
809
–
150
–
–
–
–
–
150
–
–
–
–
959
–
(121)
–
–
–
–
–
(121)
–
–
–
–
–
(33)
(22)
–
–
(40)
18
–
–
–
(22)
–
–
–
–
(44)
–
–
(25)
29
–
–
–
4
–
–
–
–
–
–
175
153
28,759
37,216
1,516
38,732
–
–
–
–
34
(5)
–
29
–
–
–
–
–
–
–
–
–
–
103
103
–
–
–
–
3,844
–
–
–
–
–
–
3,844
150
(40)
18
34
(5)
103
3,844
4,104
–
–
–
(714)
64
1
6
(714)
207
–
–
–
–
–
–
207
–
–
–
(83)
4,051
150
(40)
18
34
(5)
103
4,311
64
1
6
(797)
204
256
31,889
40,677
1,640
42,317
–
–
–
–
85
(14)
–
71
–
–
–
–
–
–
–
–
–
–
–
–
155
155
–
–
–
–
–
–
8,545
–
–
–
–
–
–
8,545
(121)
(25)
29
85
(14)
155
8,545
8,654
–
–
–
2
(791)
33
185
21
7
–
(791)
–
445
–
–
–
–
–
–
445
–
–
–
–
(94)
–
8,990
(121)
(25)
29
85
(14)
155
9,099
185
21
7
–
(885)
–
At 31 December 2011
5,299
1,934
15
276
100
805
(40)
275
411
39,678
48,753
1,991
50,744
99
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
Note
2011
HK$ million
2010
HK$ million
9,207
4,252
34
122
(7,532)
(254)
(54)
(36)
8
7
1,502
(28)
(31)
149
1,592
(185)
–
1,407
40
54
–
–
40
85
91
1,928
139
(1,520)
(8)
(264)
(60)
(251)
(19)
(2,802)
(2,547)
42
117
(2,594)
(394)
(34)
(15)
8
6
1,388
(45)
66
51
1,460
(171)
10
1,299
12
–
34
50
–
169
–
2,225
230
(871)
(7)
(266)
–
(432)
–
(2,107)
(963)
Operating activities
Profit before taxation
Adjustments for:
Other gains and losses
Finance costs
Change in fair value of investment properties
Share of results of associates
Dividend income
Interest income
Depreciation of property, plant and equipment
Share-based payment expenses
Operating cash flows before movements in working capital
Increase in accounts receivable and other receivables
(Decrease) increase in accounts payable and accruals
Increase in rental deposits from tenants
Cash generated from operations
Hong Kong profits tax paid
Hong Kong profits tax refund
Net cash from operating activities
Investing activities
Interest received
Dividends received from equity investments
Dividends received from available-for-sale investments
Proceeds on disposal of an investment property
Proceeds on disposal of equity investments
Proceeds upon maturity of principal-protected investments
Proceeds upon maturity of term notes
Proceeds upon maturity of time deposits with original maturity over three months
Repayment from an associate
Payments in respect of investment properties
Purchases of property, plant and equipment
Purchases of term notes
Purchases of other financial assets
Additions to principal-protected investments
Acquisition of a subsidiary
Additions to time deposits with original maturity over three months
34
Net cash used in investing activities
100
Hysan Annual Report 2011Consolidated Statement of Cash FlowsFor the year ended 31 December 2011
Note
2011
HK$ million
2010
HK$ million
Financing activities
Interest paid
Payment of other finance costs
Medium Term Note Programme expenses
Dividends paid
Dividends paid to non-controlling interests of a subsidiary
Repayment of bank loans
Redemption of fixed rate notes
New bank loans
Issue of fixed rate notes
Proceeds on exercise of share options
Net cash from (used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
27
(128)
(12)
(2)
(606)
(94)
(849)
–
2,350
554
21
1,234
94
560
654
(97)
(11)
(1)
(650)
(83)
(600)
(68)
500
800
1
(209)
127
433
560
101
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
These financial statements have been prepared on the historical cost basis except for certain properties and financial
instruments, which are measured at revalued amounts or fair values, as explained in the accounting policies set out below.
These financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the
Hong Kong Institute of Certified Public Accountants and the Hong Kong Companies Ordinance. In addition, these financial
statements include applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited. The principal accounting policies adopted are as follows:
1. BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the
Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies
of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line
with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
Non-controlling interests in subsidiaries are presented separately from the Group’s equity therein.
Total comprehensive income and expenses of a subsidiary are attributed to the owners of the Company and to the non-
102
6. IMPAIRMENT OF NON-FINANCIAL ASSETS
At the end of the reporting period, the Group or the Company reviews the carrying amounts of their assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of the impairment loss. If the recoverable amount of an asset
is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An
impairment loss is recognised as an expense immediately in profit or loss, unless the relevant asset is carried at a revalued
amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised
as income immediately in profit or loss, unless the relevant asset is carried at revalued amount, in which case the reversal of
the impairment loss is treated as a revaluation increase.
7. FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised in the statement of financial position when a group entity becomes
a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair
value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other
than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value
of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the
acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or
loss.
Financial assets
(a) Classification and measurement prior to 1 January 2011
The Group’s financial assets are classified into one of the four categories, including (i) financial assets at fair value through
profit or loss (“FVTPL”), (ii) loans and receivables, (iii) held-to-maturity investments and (iv) available-for-sale financial assets.
The Company’s financial assets are classified into (i) loans and receivables and (ii) available-for-sale financial assets. The
classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way
purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established
by regulation or convention in the marketplace. The accounting policies adopted in respect of each category of financial assets
are set out below.
(i) Financial assets at FVTPL
Financial assets are classified as at FVTPL where the financial asset is either held for trading or it is designated as at FVTPL.
A financial asset is classified as held for trading if it has been acquired principally for the purpose of selling in the near future or
it is a derivative that is not designated and effective as a hedging instrument.
A financial asset other than the one held for trading may be designated as at FVTPL upon initial recognition if it contains one or
more embedded derivatives and Hong Kong Accounting Standard (“HKAS”) 39 permits the entire combined contract (asset or
liability) to be designated as at FVTPL.
Financial assets at FVTPL are measured at fair value, with changes in fair value arising from remeasurement recognised directly
in profit or loss in the period in which they arise. The net gain or loss recognised in profit or loss includes any dividend or
interest earned on the financial assets.
(ii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active
market. Subsequent to initial recognition, loans and receivables (including accounts receivable and other receivables, amounts
due from subsidiaries, amount due from an associate, unlisted debt securities (see note 21 of the Notes to the Financial
Statements section), time deposits and bank balances) are carried at amortised cost using the effective interest method, less
any identified impairment losses (see accounting policy on impairment of financial assets below).
104
Hysan Annual Report 2011Significant Accounting Policies continuedFor the year ended 31 December 2011 7. FINANCIAL INSTRUMENTS continued
Financial assets continued
(a) Classification and measurement prior to 1 January 2011 continued
(iii) Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that
the Group’s management has the positive intention and ability to hold to maturity. The Group classified its listed debt securities,
which are denominated in US dollars (“USD”) (see note 21 of the Notes to the Financial Statements section), as held-to-maturity
investments. Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using the effective
interest method, less any identified impairment losses (see accounting policy on impairment of financial assets below).
(iv) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated as such or not classified as financial assets
at FVTPL, loans and receivables or held-to-maturity investments. The Group or the Company designated investments in equity
securities and club debentures (if any) as available-for-sale financial assets. Subsequent to initial recognition, available-for-sale
financial assets (including certain equity securities investments and club debentures) are measured at fair value. Changes in
fair value are recognised in other comprehensive income and accumulated in the investments revaluation reserve, until the
financial asset is disposed of or is determined to be impaired, at which time, the cumulative gain or loss previously accumulated
in the investments revaluation reserve is reclassified to profit or loss (see accounting policy on impairment of financial assets
below).
Subsequent to initial recognition, for available-for-sale equity investments that do not have a quoted market price in an active
market and whose fair value cannot be reliably measured, they are measured at cost less any identified impairment losses (see
accounting policy on impairment of financial assets below).
(v) Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest
income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts
(including all fees paid or received that form an integral part of the effective interest rate, transaction costs and other premiums
or discounts) through the expected life of the financial asset or, where appropriate, a shorter period to the net carrying amount
on initial recognition.
Interest income is recognised on an effective interest basis for debt instruments, other than those financial assets classified
as at FVTPL for which interest income is included in other gains and losses as disclosed in note 7 of the Notes to the Financial
Statements section.
(b) Classification and measurement on and after 1 January 2011
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on
the classification of the financial assets.
(i) Classification of financial assets
Debt instruments and hybrid contracts that meet the following conditions are subsequently measured at amortised cost less
impairment loss (except for debt investments that are designated as at fair value through profit or loss on initial recognition):
•
•
the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
All other financial assets are subsequently measured at fair value.
(ii) Amortised cost and effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest
income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts
(including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and
other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the
net carrying amount on initial recognition.
Interest income is recognised on an effective interest basis for debt instruments measured subsequently at amortised cost.
Interest income is recognised in profit or loss and is included in the investment income as disclosed in note 6 of the Notes to
the Financial Statements section.
105
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview 7. FINANCIAL INSTRUMENTS continued
Financial assets continued
(b) Classification and measurement on and after 1 January 2011 continued
(iii) Financial assets at FVTPL
Investments in equity instruments are classified as at FVTPL, unless the Group designates such investment that is not held for
trading as at fair value through other comprehensive income (FVTOCI) on initial recognition (see (b)(iv) below).
Debt instruments that do not meet the amortised cost criteria (see (b)(i) above) are measured at FVTPL. In addition, debt
instruments that meet the amortised cost criteria but are designated as at FVTPL are measured at FVTPL. A debt instrument
may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or
recognition inconsistency that would arise from measuring assets or liabilities or recognising the gains and losses on them on
different bases. The Group or the Company has not designated any debt instrument as at FVTPL on initial application of Hong
Kong Financial Reporting Standard (“HKFRS”) 9 and during the year.
Debt instruments are reclassified from amortised cost to FVTPL when the business model is changed such that the amortised
cost criteria are no longer met. Reclassification of debt instruments that are designated as at FVTPL on initial recognition is not
allowed.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising
on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss is included in other gains
and losses as disclosed in note 7 of the Notes to the Financial Statements section. Fair value is determined in the manner
described in note 3 of the notes to the Financial Risk Management section.
Interest income on debt instruments as at FVTPL is included in other gains and losses described above.
(iv) Financial assets at FVTOCI
On initial recognition, the Group or the Company can make an irrevocable election (on an instrument-by-instrument basis) to
designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is
held for trading.
A financial asset is held for trading if it has been acquired principally for the purpose of selling it in the near term or it is a
derivative that is not designated and effective as a hedging instrument.
Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are
measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and
accumulated in the investments revaluation reserve. The cumulative gain or loss will not be reclassified to profit or loss on
disposal of the investments.
The Group or the Company has designated all investments in equity instruments (listed or unlisted) that are not held for trading
as at FVTOCI on initial application of HKFRS 9 and during the year (see note 22 of the Notes to the Financial Statements
section).
Dividends on these investments in equity instruments are recognised in profit or loss when the Group’s or the Company’s
right to receive the dividends is established in accordance with HKAS 18 “Revenue”, unless the dividends clearly represent a
recovery of part of the cost of the investment. Dividends earned are recognised in profit or loss and are included in investment
income as disclosed in note 6 of the Notes to the Financial Statements section.
Impairment of financial assets
(c)
Financial assets, other than those at FVTPL and FVTOCI, are assessed for indicators of impairment at the end of the reporting
period. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred
after the initial recognition of the financial asset, the estimated future cash flows of the financial assets have been affected.
Prior to 1 January 2011, for an available-for-sale equity investment, a significant or prolonged decline in the fair value of that
investment below its cost is considered to be objective evidence of impairment. When an available-for-sale financial asset is
considered to be impaired, cumulative gains or losses previously recognised in other comprehensive income are reclassified
to profit or loss in the period in which the impairment takes place. Impairment losses for available-for-sale equity investments
will not be reversed through profit or loss in subsequent periods. Any increase in fair value subsequent to impairment loss
is recognised directly in other comprehensive income and accumulated in investments revaluation reserve. For available-for-
sale debt investments, impairment losses are subsequently reversed if an increase in the fair value of the investment can be
objectively related to an event occurring after the recognition of the impairment loss.
106
Hysan Annual Report 2011Significant Accounting Policies continuedFor the year ended 31 December 2011 7. FINANCIAL INSTRUMENTS continued
Financial assets continued
(c)
For all other financial assets, objective evidence of impairment could include:
Impairment of financial assets continued
•
•
•
•
significant financial difficulty of the issuer or counterparty; or
breach of contract, such as default or delinquency in interest or principal payments; or
it becoming probable that the borrower will enter bankruptcy or financial re-organisation; or
the disappearance of an active market for that financial asset because of financial difficulties.
For certain categories of financial asset, such as accounts receivable, assets that are assessed not to be impaired individually
are subsequently assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables
could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the
portfolio past the average credit period, observable changes in national or local economic conditions that correlate with default
on receivables.
For financial assets carried at amortised cost, an impairment loss is recognised in profit or loss when there is objective
evidence that the asset is impaired, and is measured as the difference between the asset’s carrying amount and the present
value of the estimated future cash flows discounted at the original effective interest rate.
Prior to 1 January 2011, for financial assets carried at cost, the amount of the impairment loss is measured as the difference
between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market
rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception
of accounts receivable and amounts due from subsidiaries and an associate, where the carrying amount is reduced through the
use of an allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss. When
an account receivable or an amount due from a subsidiary or an associate is considered uncollectible, it is written off against
the allowance account. Subsequent recoveries of amounts previously written off are credited to profit or loss.
For financial assets measured at amortised cost, if, in a subsequent period, the amount of impairment loss decreases and the
decrease can be related objectively to an event occurring after the impairment losses was recognised, the previously recognised
impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset at the date of impairment
is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.
(d) Derecognition of financial assets
Financial assets are derecognised when the contractual rights to receive cash flows from the assets expire or, the financial
assets are transferred and the Group or the Company has transferred substantially all the risks and rewards of ownership of the
financial assets.
On derecognition of a financial asset in its entirely, except for a financial asset that is classified as at FVTOCI, the difference
between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss
that had been recognised in other comprehensive income and accumulated in investments revaluation reserve is recognised in
profit or loss.
On derecognition of a financial asset that is classified as at FVTOCI, the cumulative gain or loss previously accumulated in the
investments revaluation reserve is not reclassified to profit or loss, but is transferred to retained profits.
Financial liabilities and equity
(a) Classification and measurement
Financial liabilities and equity instruments issued by a group entity are classified according to the substance of the contractual
arrangements entered into and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of the Group or the Company after
deducting all of its liabilities. The Group’s financial liabilities are generally classified into (i) financial liabilities at FVTPL and (ii)
other financial liabilities subsequently measured at amortised cost. The Company’s financial liabilities are generally classified
into other financial liabilities subsequently measured at amortised cost. The accounting policies adopted in respect of financial
liabilities and equity instruments are set out below.
107
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview 7. FINANCIAL INSTRUMENTS continued
Financial liabilities and equity continued
(a) Classification and measurement continued
(i) Financial liabilities at FVTPL
Financial liabilities at FVTPL, representing those as held for trading, comprise derivatives that are not designated and effective
as hedging instruments.
Financial liabilities at FVTPL are measured at fair value, with changes in fair value arising on remeasurement recognised directly
in profit or loss in the period in which they arise. The net gain or loss recognised in profit or loss includes any interest paid on
the financial liabilities and is included in other gains and losses as disclosed in note 7 of the Notes to the Financial Statements
section.
(ii) Other financial liabilities subsequently measured at amortised cost
Other financial liabilities (including accounts payable and accruals, other payable, amounts due to subsidiaries, amounts due
to non-controlling interests and borrowings) are subsequently measured at amortised cost, using the effective interest method.
Interest expense that is not capitalised as part of costs of an asset is included in finance costs as disclosed in note 8 of the
Notes to the Financial Statements section.
(iii) Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Consideration paid to repurchase the Company’s own equity instruments is deducted from equity. No gain or loss is recognised
in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.
(iv) Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments
through the expected life of the financial liability, or, where appropriate, a shorter period to the net carrying amount on initial
recognition.
Interest expense is recognised on an effective interest basis for financial liabilities, other than those financial liabilities at
FVTPL, of which the interest expense is included in other gains and losses as disclosed in note 7 of the Notes to the Financial
Statements section.
(b) Derecognition of financial liabilities
Financial liabilities are derecognised when the obligation specified in the relevant contract is discharged, cancelled or expires.
The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is
recognised in profit or loss.
Derivative financial instruments and hedging
The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange
rate risks, including foreign exchange forward contracts and interest rate swaps. Further details of derivative financial
instruments are disclosed in note 23 of the Notes to the Financial Statements section.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured
to their fair values at the end of the reporting period. The resulting gain or loss is recognised in profit or loss immediately unless
the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss
depends on the nature of the hedge relationship.
Embedded derivatives
Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of HKFRS 9 (e.g. financial
liabilities) are treated as separate derivatives when their risks and characteristics are not closely related to those of the host
contracts and the host contracts are not measured at FVTPL. Derivatives embedded in hybrid contracts that contain financial
asset hosts within the scope of HKFRS 9 are not separated. The entire hybrid contracts are classified and subsequently
measured as either amortised cost or FVTPL as appropriate.
Prior to 1 January 2011, derivatives embedded in non-derivative host contracts are treated as separate derivatives when their
risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair
value with changes in fair value recognised in profit or loss.
108
Hysan Annual Report 2011Significant Accounting Policies continuedFor the year ended 31 December 2011 7. FINANCIAL INSTRUMENTS continued
Hedge accounting
The Group designates certain derivatives as hedging instruments as either fair value hedges or cash flow hedges.
At the inception of the hedging relationship, the Group documents the relationship between the hedging instrument and
the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions.
Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument
that is used in a hedging relationship is highly effective in offsetting changes in fair values or cash flows of the hedged item
attributable to the hedged risk.
Note 23 of the Notes to the Financial Statements section sets out details of the fair values of the derivative instruments used
for hedging purposes.
(a) Fair value hedges
Changes in the fair values of derivatives that are designated and qualify as fair value hedges are recorded in profit or loss
immediately, together with any changes in the fair values of the hedged items that are attributable to the hedged risk. The
adjustment to the carrying amount of the hedged item for which the effective interest is used is amortised to profit or loss when
the hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged. The adjustment is
based on a recalculated effective interest rate at the date the amortisation begins.
Hedge accounting is discontinued when the Group revokes the hedging relationship, when the hedging instrument expires or is
sold, terminated, or exercised, or when it no longer qualifies for hedge accounting.
(b) Cash flow hedges
The effective portion of changes in the fair values of derivatives that are designated and qualify as cash flow hedges are
recognised in other comprehensive income and accumulated in hedging reserve. The gain or loss relating to the ineffective
portion is recognised immediately in profit or loss, and is included in other gains and losses as disclosed in note 7 of the Notes
to the Financial Statements section.
Amounts previously recognised in other comprehensive income and accumulated in hedging reserve are reclassified to profit or
loss in the periods when the hedged item is recognised in profit or loss, in the same line of the consolidated income statement
as the recognised hedged item.
Hedge accounting is discontinued when the Group revokes the hedging relationship, when the hedging instrument expires or is
sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any cumulative gain or loss accumulated in
hedging reserve at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit
or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss accumulated in hedging reserve
is recognised immediately in profit or loss.
8. REVENUE RECOGNITION
Revenue is measured at the fair value of the consideration received or receivable.
Rental income is recognised on a straight-line basis over the term of the relevant lease. Turnover rent is recognised when
earned.
Management fee income and security service income are recognised when services are rendered.
Dividends on investments in equity instruments are recognised in profit or loss when the shareholders’ right to receive
payments has been established (provided that it is probable that the economic benefits will flow to the Group or the Company
and the amount of revenue can be measured reliably), unless the dividends clearly represent a recovery of part of the cost of
the investment in equity instruments designated as at FVTOCI.
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group or the
Company and the amount of revenue can be measured reliably. Interest income from a financial asset excluding financial assets
at FVTPL is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which
is the rate that exactly discounts the estimated future cash receipts through the expected life of the financial asset to that
asset’s net carrying amount on initial recognition.
109
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview 9. LEASES
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of
ownership to the lessee. All other leases are classified as operating leases.
The Group as lessor
Rental income from operating leases is recognised in profit or loss on a straight-line basis over the term of the relevant lease.
Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased
asset and recognised as an expense on a straight-line basis over the lease term.
The Company as lessee
Operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease. In the
event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The
aggregate benefit of incentives is recognised as a reduction of rental expense over the lease term on a straight-line basis.
10. FOREIGN CURRENCIES
In preparing the financial statements of each individual group entity, transactions in currencies other than the functional currency
of that entity (foreign currencies) are recorded in its functional currency (i.e. the currency of the primary economic environment
in which the entity operates) at the rates of exchanges prevailing on the dates of the transactions. At the end of the reporting
period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary
items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are recognised
in profit or loss in the period in which they arise, except for exchange differences arising on a monetary item that forms
part of the Group’s net investment in a foreign operation, in which case, such exchange differences are recognised in other
comprehensive income and accumulated in translation reserve and will be reclassified from translation reserve to profit or loss
on disposal of the foreign operation.
For the purposes of presenting the consolidated financial statements, the assets and liabilities of the Group’s foreign operations
are translated into the presentation currency of the Group (i.e. Hong Kong dollars) at the rate of exchange prevailing at the
end of the reporting period, and their income and expenses are translated at the average exchange rates for the year, unless
exchange rates fluctuate significantly during the period, in which case, the exchange rates prevailing at the dates of transactions
are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in translation
reserve.
11. BORROwING COSTS
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that
necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets
until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary
investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible
for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
12. RETIREMENT BENEFIT COSTS
Payments to the Mandatory Provident Fund Scheme are charged as an expense when employees have rendered service entitling
them to the contributions.
13. TAxATION
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated
income statement because it excludes items of income or expense that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The Group’s or the Company’s liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the end of the reporting period.
110
Hysan Annual Report 2011Significant Accounting Policies continuedFor the year ended 31 December 2011 13. TAxATION continued
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are generally recognised to the extent that it is
probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets
and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting
profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and
associates, except where the Group or the Company is able to control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary
differences associated with such investments and interests are only recognised to the extent that it is probable that there will
be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse
in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of the reporting period and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the liability is
settled or the asset is realised, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of
the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in
which the Group or the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its
assets and liabilities. For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties
that are measured using the fair value model in accordance with HKAS 40 “Investment Property”, such properties’ value are
presumed to be recovered through sale. Such a presumption is rebutted when the investment property is depreciable and is
held within a business model of the Group or the Company whose business objective is to consume substantially all of the
economic benefits embodied in the investment property over time, rather than through sale. If the presumption is rebutted,
deferred tax liabilities and deferred tax assets for such investment properties are measured in accordance with the above
general principles set out in HKAS 12 (i.e based on the expected manner as to how the properties will be recovered).
Deferred tax is recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income
or directly in equity, in which case the deferred tax is also recognised in other comprehensive income or directly in equity
respectively.
14. EQUITY-SETTLED SHARE-BASED PAYMENT TRANSACTIONS
Share options granted to employees
The fair value of services received determined by reference to the fair value of share options granted at the grant date is
expensed on a straight-line basis over the vesting period, with a corresponding increase in share options reserve.
At the end of the reporting period, the Group and the Company revise their estimates of the number of options that are expected
to ultimately vest. The impact of the revision of the estimates during the vesting period, if any, is recognised in profit or loss,
with a corresponding adjustment to share options reserve.
At the time when the share options are exercised, the amount previously recognised in share options reserve will be transferred
to share premium. When the share options are forfeited after the vesting date or are still not exercised at the expiry date, the
amount previously recognised in share options reserve will be transferred to retained profits.
111
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview 1. GENERAL
The Company is a public listed company incorporated in Hong Kong and its shares are listed on The Stock Exchange of Hong
Kong Limited (the “Stock Exchange”). The addresses of the registered office and principal place of business of the Company
are disclosed in the “Shareholder Information” section of the annual report.
The principal activities of the Company and its subsidiaries (collectively referred to as the “Group”) are property investment,
management and development.
These financial statements are presented in Hong Kong dollars (“HKD”), which is the same as the functional currency of the
Company.
2. APPLICATION OF NEw AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS
(“HKFRSs”)
In the current year, the Group and the Company have applied all of the new and revised Standards, Amendments to Standards
and Interpretations (“new and revised HKFRSs”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”)
that are relevant to its operations and effective for the financial year beginning on 1 January 2011. In addition, the Group
and the Company have applied Hong Kong Financial Reporting Standard (“HKFRS”) 9 “Financial Instruments” (as revised in
December 2011) in advance of its effective date of 1 January 2015 in the current year.
Except as described below, the adoption of these new and revised HKFRSs had no other material effect on the financial
statements of the Group or the Company for the current and/or prior accounting years.
HKFRS 9 “Financial Instruments” (as revised in December 2011)
In the current year, the Group and the Company have applied HKFRS 9 in its entirety and the related consequential Amendments
in advance of its effective date. The Group and the Company have chosen 1 January 2011 as its date of initial application
(i.e. the date on which the Group and the Company have reassessed the classification of its financial assets and financial
liabilities in accordance with requirements of HKFRS 9). The classification is based on the facts and circumstances as at 1
January 2011. In accordance with transition provisions set out in HKFRS 9, the Group and the Company have chosen not to
restate comparative information, any difference between the carrying amount previously measured under Hong Kong Accounting
Standard (“HKAS”) 39 “Financial Instruments: Recognition and Measurement” and the carrying amount subsequently measured
under HKFRS 9 as at 1 January 2011 is recognised in the opening retained profits at the date of initial application. HKFRS 9
does not apply to financial assets and financial liabilities that have already been derecognised at date of initial application.
Other than the changes in classification of certain financial assets, the changes in accounting policies had no material financial
impact on the amounts recognised on the statement of financial position of the Group or the Company as at 1 January 2011.
Accordingly, the statement of financial position of the Group or the Company as at 1 January 2010 is not presented.
112
Hysan Annual Report 2011Notes to the Financial StatementsFor the year ended 31 December 2011 2. APPLICATION OF NEw AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS
(“HKFRSs”) continued
HKFRS 9 “Financial Instruments” (as revised in December 2011) continued
Financial assets
HKFRS 9 introduces new classification and measurement requirements for financial assets that are within the scope of HKAS
39. Specifically, HKFRS 9 requires all financial assets to be classified and subsequently measured at either amortised cost or
fair value on the basis of the Group’s or the Company’s business model for managing the financial assets and the contractual
cash flow characteristics of the financial assets.
As required by HKFRS 9, debt instruments and hybrid contracts are subsequently measured at amortised cost only if (i) the
asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows and (ii) the
contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding (collectively referred to as the “amortised cost criteria”). All other financial assets
are subsequently measured at fair value.
However, the Group or the Company may choose at initial recognition to designate a debt instrument that meets the amortised
cost criteria as at fair value through profit or loss (“FVTPL”) if doing so eliminates or significantly reduces an accounting
mismatch. Debt instruments that are subsequently measured at amortised cost are subject to impairment. Investments in
equity instruments are classified and measured as at FVTPL except when the equity investment is not held for trading and is
designated by the Group as at fair value through other comprehensive income (“FVTOCI”). If the equity investment is designated
as at FVTOCI, all gains and losses are recognised in other comprehensive income and are not subsequently reclassified to profit
or loss except for dividend income, which is recognised in profit or loss in accordance with HKAS 18 “Revenue” unless the
dividend income clearly represents a recovery of part of the cost of the investments.
As at 1 January 2011, the Directors of the Company have reviewed and reassessed the Group’s financial assets on that date.
The initial application of HKFRS 9 has had impacts on the following financial assets of the Group:
(i)
(ii)
the Group’s investments in listed equity securities (not held for trading) of HK$1,147 million that were previously classified
as available-for-sale investments and measured at fair value at each reporting date under HKAS 39 have been designated
as at FVTOCI; and
the Group’s investments in unlisted equity securities (not held for trading) of HK$3 million that were previously classified
as available-for-sale investments and measured at cost less impairment at each reporting date under HKAS 39 have been
designated as at FVTOCI.
113
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview 2. APPLICATION OF NEw AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS
(“HKFRSs”) continued
HKFRS 9 “Financial Instruments” (as revised in December 2011) continued
Financial assets continued
The list below illustrates the classification and measurement of the financial assets under HKAS 39 and HKFRS 9 at the date
of initial application.
Original measurement
category under
HKAS 39
New measurement
category under
HKFRS 9
Financial assets
designated as at FVTPL
Financial assets
at FVTPL
Held-to-maturity
investments/loans
and receivables
Financial assets
at amortised cost
Financial assets
designated as
at FVTOCI
Financial assets
designated as
at FVTOCI
Available-for-sale
investments (Note 22)
Financial assets
at FVTPL (Note 23)
Derivatives designated
as hedging instruments
Derivatives designated
as hedging instruments
Derivatives designated
as hedging instruments
Derivatives designated
as hedging instruments
Derivatives designated
as hedging instruments
Derivatives designated
as hedging instruments
Original
carrying
amount under
HKAS 39
HK$ million
New
carrying
amount under
HKFRS 9
HK$ million
462
263
462
263
1,147
1,147
3
2
1
2
1
3
2
1
2
1
Derivatives designated
as hedging instruments
Derivatives designated
as hedging instruments
50
50
Financial assets at FVTPL
Financial assets at FVTPL
38
38
Loans and receivables
Loans and receivables
Loans and receivables
Loans and receivables
Financial assets
at amortised cost
Financial assets
at amortised cost
Financial assets
at amortised cost
Financial assets
at amortised cost
177
139
177
139
1,930
1,930
63
63
Principal-protected
investments (Note 20)
Term notes (Note 21)
Investments in listed
equity securities (Note 22)
Available-for-sale
investments
Investments in unlisted
equity securities (Note 22)
Available-for-sale
investments
Investments in club
debentures
Other financial assets:
Forward foreign exchange
contracts under cash flow
hedges (Note 23)
Other financial assets:
Cross currency swaps
under cash flow
hedges (Note 23)
Other financial assets:
Basis swaps under cash
flow hedges (Note 23)
Other financial assets:
Interest rate swaps
under fair value
hedges (Note 23)
Other financial assets:
Cross currency swaps
classified as held for
trading (not under hedge
accounting) (Note 23)
Accounts receivable and
other receivables (Note 24)
Amount due from
an associate (Note 26)
Time deposits (Note 27)
Cash and bank
balances (Note 27)
114
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
2. APPLICATION OF NEw AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS
(“HKFRSs”) continued
HKFRS 9 “Financial Instruments” (as revised in December 2011) continued
Financial assets continued
The application of HKFRS 9 affected the Group’s result in the current year as follows:
(i) The cumulative gain resulted upon disposal of investments in listed equity securities of HK$33 million that would have
been reclassified from investments revaluation reserve to profit or loss under HKAS 39 is now recognised as a transfer
from investments revaluation reserve to retained profits. Accordingly, both the investment income and profit reported for
the year ended 31 December 2011 have been decreased by HK$33 million as a result of the change in accounting policy,
resulting in a decrease on both the Group’s basic and diluted earnings per share by HK3.12 cents for the year ended 31
December 2011.
(ii) The Group’s unlisted equity securities previously measured at cost less impairment under HKAS 39 are now measured
at fair value under HKFRS 9 and have been designated as at FVTOCI. The carrying amounts of these investments
approximated their fair values as at 1 January 2011. During the year ended 31 December 2011, net fair value losses
of HK$2 million, which would have been recognised as impairment losses in profit or loss under HKAS 39, have been
recognised as other comprehensive expense. Accordingly, both the investment income and profit reported for the year
ended 31 December 2011 have been increased by HK$2 million as a result of the change in accounting policy, resulting
in an increase on both the Group’s basic and diluted earnings per share by HK0.19 cents for the year ended 31 December
2011.
The fair value measurements of the Group’s unlisted equity securities are grouped into Level 3, which are derived from valuation
techniques that include inputs for the assets that are not based on observable market data (unobservable inputs).
Financial liabilities
HKFRS 9 also contains requirements for the classification and measurement of financial liabilities. One major change in the
classification and measurement of financial liabilities relates to the accounting for changes in fair value of a financial liability
(designated as at FVTPL) attributable to changes in the credit risk of that liability.
115
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview 2. APPLICATION OF NEw AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS
(“HKFRSs”) continued
HKFRS 9 “Financial Instruments” (as revised in December 2011) continued
Financial liabilities continued
The list below illustrates the classification and measurement of the financial liabilities under HKAS 39 and HKFRS 9 at the date
of initial application.
Original measurement
category under
HKAS 39
New measurement
category under
HKFRS 9
Financial liabilities
at amortised cost
Financial liabilities
at amortised cost
Financial liabilities
at amortised cost
Financial liabilities
at FVTPL
Financial liabilities
at amortised cost
Financial liabilities
at amortised cost
Financial liabilities
at amortised cost
Financial liabilities
at FVTPL
Original
carrying
amount under
HKAS 39
HK$ million
New
carrying
amount under
HKFRS 9
HK$ million
433
327
433
327
4,587
4,587
48
48
Financial liabilities
at FVTPL
Financial liabilities
at FVTPL
4
4
Accounts payable
and accruals (Note 28)
Amounts due to
non-controlling
interests (Note 29)
Borrowings (Note 30)
Other financial liabilities:
Interest rate swaps
under cash flow hedges
(Note 23)
Other financial liabilities:
Net basis swaps
classified as held for
trading (not under hedge
accounting) (Note 23)
The Group and the Company have not early applied the following new and revised Standards, Amendments to Standards and
Interpretations that have been issued but are not yet effective.
HKAS 1 (Amendments)
HKAS 19 (2011)
HKAS 27 (2011)
HKAS 28 (2011)
HKAS 32 (Amendments)
HKFRS 7 (Amendments)
HKFRS 10
HKFRS 11
HKFRS 12
HKFRS 13
HK(IFRIC) – Int 20
Presentation of Items of Other Comprehensive Income1
Employee Benefits2
Separate Financial Statements2
Investments in Associates and Joint Ventures2
Offsetting Financial Assets and Financial Liabilities3
Disclosure – Transfers of Financial Assets4
Disclosure – Offsetting Financial Assets and Financial Liabilities2
Consolidated Financial Statements2
Joint Arrangements2
Disclosure of Interests in Other Entities2
Fair Value Measurement2
Stripping Costs in the Production Phase of a Surface Mine2
1 Effective for annual periods beginning on or after 1 July 2012.
2 Effective for annual periods beginning on or after 1 January 2013.
3 Effective for annual periods beginning on or after 1 January 2014.
4 Effective for annual periods beginning on or after 1 July 2011.
116
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
2. APPLICATION OF NEw AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS
(“HKFRSs”) continued
Amendments to HKAS 32 “Offsetting Financial Assets and Financial Liabilities” and
Amendments to HKFRS 7 “Disclosures – Offsetting Financial Assets and Financial Liabilities”
The amendments to HKAS 32 clarify existing application issues relating to the offsetting requirements. Specifically, the
amendments clarify the meaning of “currently has a legally enforceable right of set-off” and “simultaneous realisation and
settlement”.
The amendments to HKFRS 7 require entities to disclose information about rights of offset and related arrangements (such
as collateral posting requirements) for financial instruments under an enforceable master netting agreement or similar
arrangement.
The amended offsetting disclosures are required for annual periods beginning on or after 1 January 2013 and interim periods
within those annual periods. The disclosures should also be provided retrospectively for all comparative periods. However,
the amendments to HKAS 32 are not effective until annual periods beginning on or after 1 January 2014, with retrospective
application required.
HKFRS 13 “Fair Value Measurement”
HKFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements.
The Standard defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value
measurements. The scope of HKFRS 13 is broad; it applies to both financial instrument items and non-financial instrument
items for which other HKFRSs require or permit fair value measurements and disclosures about fair value measurements,
except in specified circumstances. In general, the disclosure requirements in HKFRS 13 are more extensive than those in the
current standards. For example, quantitative and qualitative disclosures based on the three-level fair value hierarchy currently
required for financial instruments only under HKFRS 7 “Financial Instruments: Disclosures” will be extended by HKFRS 13 to
cover all assets and liabilities within its scope.
HKFRS 13 is effective for annual periods beginning on or after 1 January 2013, with earlier application permitted.
The Directors of the Company anticipate that the application of this new Standard may result in more extensive disclosures in
the consolidated financial statements.
Other than as described above, the Directors of the Company anticipate that the application of the other new and revised
Standards, Amendments to Standards and Interpretations will have no material impact on the results and the financial position
of the Group or the Company.
117
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview 3. KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, which are described in the “Significant Accounting Policies” section, the
management of the Company is required to make estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future
periods if the revision affects both current and future periods.
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the
reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year.
Fair value of investment properties
At the end of the reporting period, the Group’s investment properties are stated at fair value of HK$49,969 million (2010:
HK$40,833 million) based on the valuation performed by an independent qualified professional valuer. In determining the fair
value, the valuers have applied a market value basis which involves, inter-alia, certain estimates, including comparable market
transactions, appropriate capitalisation rates and reversionary income potential and redevelopment potential. In relying on the
valuation, management has exercised their judgment and is satisfied that the method of valuation is reflective of the current
market conditions.
Fair value of financial instruments
Financial instruments, such as interest rate swaps, cross currency swaps and foreign exchange derivatives, are carried in the
consolidated statement of financial position at fair value, as disclosed in note 23. The management of the Company uses its
judgment in selecting an appropriate valuation technique for financial instruments not quoted in an active market. Valuation
techniques commonly used by market practitioners are applied. For derivative financial instruments, assumptions are made
based on quoted market rates. Most of the financial instruments are valued using a discounted cash flow analysis based on
assumptions supported, where possible, by observable market prices or rates. Details of the assumptions used and of the
results of sensitivity analyses regarding these assumptions are provided in the “Financial Risk Management” section.
4. TURNOVER
Turnover represents gross rental income from investment properties and management fee income for the year.
The Group’s principal activities are property investment, management and development, and its turnover and results are
principally derived from investment properties located in Hong Kong.
5. SEGMENT INFORMATION
Based on the internal reports about components of the Group that are regularly reviewed by the chief operating decision maker
(i.e. Chief Executive Officer of the Group) in order to allocate resources to segments and to assess their performance, the
Group’s operating segments are as follows:
Office segment – leasing of high quality office space and related facilities
Retail segment – leasing of space and related facilities to a variety of retail and leisure operators
Residential segment – leasing of luxury residential properties and related facilities
118
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011 5. SEGMENT INFORMATION continued
Segment turnover and results
119
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview 6. INVESTMENT INCOME
Investment income comprises:
Dividends from
– listed investments
– unlisted investments
Interest income
The following is an analysis of investment income:
Held-to-maturity investments
Available-for-sale equity investments
Loans and receivables (including term notes, time deposits and bank balances)
Dividends from equity investments designated as at FVTOCI
Financial assets measured at amortised cost
Reclassification of losses from hedging reserve on financial instruments designated
as cash flow hedges
2011
HK$ million
2010
HK$ million
43
11
36
90
34
–
15
49
2011
HK$ million
2010
HK$ million
–
–
–
54
40
(4)
90
1
34
14
–
–
–
49
Fair value gains and losses and interest income on financial assets classified or designated as at FVTPL are disclosed in note 7.
7. OTHER GAINS AND LOSSES
Other gains and losses comprise:
Change in fair value of financial assets or financial liabilities classified as at FVTPL
Change in fair value of financial assets designated as at FVTPL
Change in fair value of financial assets or financial liabilities classified as held
for trading
Gains on hedging instruments under fair value hedge
Losses on adjustment for hedged items under fair value hedge
Amortisation of fair value gain adjusted to hedged items under fair value hedge
in prior years
2011
HK$ million
2010
HK$ million
(33)
–
–
16
(17)
–
(34)
–
(1)
(18)
19
(19)
(23)
(42)
121
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
8. FINANCE COSTS
Finance costs comprise:
Interest on bank loans and overdrafts wholly repayable within five years
Interest on floating rate notes wholly repayable within five years
Interest on fixed rate notes wholly repayable within five years
Interest on fixed rate notes not wholly repayable within five years
Imputed interest on zero coupon notes not wholly repayable within five years
Total interest expenses
Other finance costs
Less: Amounts capitalised (Note)
Net interest receipts on interest rate swaps and cross currency swaps
Reclassification of losses from hedging reserve on
financial instruments designated as cash flow hedges
Premium on redemption of fixed rate notes
Medium Term Note Programme expenses
2011
HK$ million
2010
HK$ million
24
2
116
44
14
200
7
(44)
163
(68)
25
–
2
122
13
3
116
18
13
163
10
(12)
161
(69)
18
6
1
117
Note:
Interest expenses have been capitalised to investment properties under redevelopment at an average interest rate of 2.88% (2010: 1.60%) per
annum.
9. TAxATION
Current tax
Hong Kong profits tax
– current year
– underprovision (overprovision) in prior years
Deferred tax (note 31)
2011
HK$ million
2010
HK$ million
207
1
208
9
217
172
(6)
166
35
201
Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profit for both years.
122
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
9. TAxATION continued
The taxation for the year can be reconciled to the profit before taxation per the consolidated income statement as follows:
Profit before taxation
Tax at Hong Kong profits tax rate of 16.5%
Tax effect of share of results of associates
Tax effect of expenses not deductible for tax purposes
Tax effect of income not taxable for tax purposes
Tax effect of estimated tax losses not recognised
Tax effect of previously unrecognised unused tax losses
now recognised as deferred tax assets
Reversal of previously recognised taxable temporary differences
Utilisation of estimated tax losses previously not recognised
Underprovision (overprovision) in prior years
Taxation for the year
2011
HK$ million
2010
HK$ million
9,207
1,519
(42)
46
(1,298)
3
(10)
(2)
–
1
217
4,252
701
(65)
18
(447)
1
–
–
(1)
(6)
201
In addition to the amount charged to the consolidated income statement, deferred tax relating to the revaluation of the Group’s
properties held for own use has been charged directly to properties valuation reserve (see note 31).
10. PROFIT FOR THE YEAR
Profit for the year has been arrived at after charging (crediting):
Auditor’s remuneration
Depreciation of property, plant and equipment
Gross rental income from investment properties
including contingent rentals of HK$89 million
(2010: HK$54 million)
Less:
– Direct operating expenses arising from properties that generated rental income
– Direct operating expenses arising from properties that did not generate rental income
Staff costs, comprising:
– Directors’ emoluments (note 12)
– Share-based payments
– Other staff costs
Share of income tax of an associate (included in share of results of associates)
2011
HK$ million
2010
HK$ million
2
8
2
8
(1,705)
(1,554)
233
29
247
3
(1,443)
(1,304)
21
4
168
193
92
14
4
147
165
153
123
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
11. OTHER COMPREHENSIVE INCOME
Other comprehensive income comprises:
Losses arising from equity investments designated as at FVTOCI
Gain arising from available-for-sale investments
Cash flow hedges:
– Losses arising during the year
– Reclassification adjustments for losses included in profit or loss
Gain on revaluation of properties held for own use
Share of translation reserve of an associate
Other comprehensive income (before tax)
Income tax relating to components of other comprehensive income (see below)
Other comprehensive income for the year (net of tax)
Tax effect relating to other comprehensive income:
2011
HK$ million
2010
HK$ million
(121)
–
(25)
29
4
85
155
123
(14)
109
–
150
(40)
18
(22)
34
103
265
(5)
260
Before-tax
amount
Net-of-tax
amount
HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million
Before-tax
amount
Net-of-tax
amount
2011
Tax
expense
2010
Tax
expense
Fair value losses arising from equity investments
Fair value gains arising from
available-for-sale investments
Net gains (losses) on cash flow hedges
Gain on revaluation of properties held for own use
Share of translation reserve of an associate
(121)
–
(121)
–
–
4
85
155
123
–
–
(14)
–
(14)
–
4
71
155
109
150
(22)
34
103
265
–
–
–
(5)
–
(5)
–
150
(22)
29
103
260
12. DIRECTORS’ EMOLUMENTS
Directors’ fees
Other emoluments
Basic salaries, housing and other allowances
Bonus
Share-based payments (note 40)
Retirement benefits scheme contributions
2011
HK$ million
2010
HK$ million
2
8
7
3
1
21
2
8
2
2
–
14
124
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
12. DIRECTORS’ EMOLUMENTS continued
The emoluments paid or payable to each of the Directors of the Company for the two years ended 31 December 2011,
calculated with reference to their employment as Directors of the Company, are set out below:
Basic salaries,
housing
and other
allowances
HK$’000
(Note b)
Directors’
fees
HK$’000
(Note a)
Share-based
Retirement
benefits
scheme
payments contributions
HK$’000
HK$’000
(Note c)
Bonus
HK$’000
(Note b)
Total
HK$’000
For the year ended 31 December 2011
Executive Directors
Gerry Lui Fai YIM (Note d)
Wendy Wen Yee YUNG
Non-executive Directors
Irene Yun Lien LEE (Note e)
Hans Michael JEBSEN
Siu Chuen LAU (Note f)
Anthony Hsien Pin LEE
Chien LEE (Note d)
Michael Tze Hau LEE
Dr. Deanna Ruth Tak Yung RUDGARD (Note g)
Independent non-executive Directors
Sir David AKERS-JONES (Notes d & h)
Nicholas Charles ALLEN (Note d)
Philip Yan Hok FAN (Note d)
Joseph Chung Yin POON
For the year ended 31 December 2010
Executive Directors
Gerry Lui Fai YIM (Note i)
Wendy Wen Yee YUNG
Non-executive Directors
Hans Michael JEBSEN
Anthony Hsien Pin LEE (Note j)
Chien LEE (Note k)
Michael Tze Hau LEE (Note l)
Dr. Deanna Ruth Tak Yung RUDGARD
Independent non-executive Directors
Sir David AKERS-JONES (Note m)
Fa-kuang HU (Note n)
Dr. Geoffrey Meou-tsen YEH (Note o)
Nicholas Charles ALLEN
Philip Yan Hok FAN (Note p)
Joseph Chung Yin POON (Note q)
57
38
5,255
2,977
4,424
2,520
1,880
1,351
12
274
11,628
7,160
318
159
140
206
201
191
35
177
265
281
159
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
318
159
140
206
201
191
35
177
265
281
159
2,227
8,232
6,944
3,231
286
20,920
108
100
107
130
119
105
100
652
43
61
160
132
97
4,854
2,805
–
1,476
1,089
1,293
13
259
6,064
5,933
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
107
130
119
105
100
652
43
61
160
132
97
1,914
7,659
1,476
2,382
272
13,703
125
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
12. DIRECTORS’ EMOLUMENTS continued
Notes:
(a) Directors fees scales for Board and Board Committees were revised and approved by shareholders at the annual general meeting held on
9 May 2011 and took effect on 1 June 2011. Details are set out in Directors’ Remuneration and Interests Report.
Director’s fees are paid on annual basis. For Directors not having served the full year on a position, the fees will be paid on pro rata basis.
Breakdown of Directors’ fees of each of the Directors of the Company for the year ended 31 December 2011 is set out below:
Board
HK$’000
Audit Remuneration
Committee
HK$’000
Committee
HK$’000
Strategy Nomination
Committee
HK$’000
Committee
HK$’000
2011
Total
HK$’000
2010
Total
HK$’000
Executive Directors
Gerry Lui Fai YIM (Note d)
Wendy Wen Yee YUNG
Non-executive Directors
Irene Yun Lien LEE (Note e)
Hans Michael JEBSEN
Siu Chuen LAU (Note f)
Anthony Hsien Pin LEE
Chien LEE (Note d)
Michael Tze Hau LEE
Dr. Deanna Ruth Tak Yung RUDGARD (Note g)
Independent non-executive Directors
Sir David AKERS-JONES (Notes d & h)
Nicholas Charles ALLEN (Note d)
Philip Yan Hok FAN (Note d)
Joseph Chung Yin POON
Fa-kuang HU (Note n)
Dr. Geoffrey Meou-tsen YEH (Note o)
38
38
276
159
124
159
159
159
35
141
159
159
159
–
–
–
–
–
–
–
47
–
–
–
–
84
48
–
–
–
1,765
179
–
–
–
–
–
–
–
32
–
11
–
32
–
–
–
75
11
–
23
–
16
–
22
–
–
14
22
22
–
–
–
8
–
19
–
–
–
20
–
–
11
–
20
–
–
–
57
38
318
159
140
206
201
191
35
177
265
281
159
–
–
108
100
–
107
–
130
119
105
100
652
160
132
97
43
61
130
78
2,227
1,914
(b) Year 2011:
The Remuneration Committee reviewed the 2011 fixed base salary of the Company’s executive Directors and determined their 2010
performance-based bonus in March 2011. The stated bonus figures show the 2010 performance-based bonus approved by the Committee
and paid to Executive Directors, namely HK$4,424,000 for Gerry Lui Fai YIM and HK$2,520,000 for Wendy Wen Yee YUNG respectively.
Year 2010:
The Remuneration Committee reviewed the 2010 fixed base salary of the Company’s executive Directors and determined their 2009
performance-based bonus in March 2010. In reviewing their 2010 compensation structure, changes in their roles and responsibilities
were also taken into consideration. Their base salary was raised as from April 2010. The stated bonus figures show the 2009
performance-based bonus approved by the Committee and paid to Executive Director, namely HK$1,475,512 for Wendy Wen Yee YUNG.
(c) Share-based payments are the fair values of share options granted to Directors, which are determined at the date of grant and expensed
over the vesting period, regardless of whether the Directors exercise the share options or not during the year.
(d) The Strategy Committee was formed on 16 November 2010. Sir David AKERS-JONES was appointed Chairman of the Committee.
Gerry Lui Fai YIM, Chien LEE, Nicholas Charles ALLEN and Philip Yan Hok FAN were appointed members of the Committee on the same
date.
(e)
Irene Yun Lien LEE was appointed Non-executive Director and member of Strategy Committee on 9 March 2011. She was appointed
Non-executive Chairman of the Board, Chairman of the Nomination Committee and the Strategy Committee respectively as from the
conclusion of 2011 Annual General Meeting held on 9 May 2011.
(f) Siu Chuen LAU (as alternate to Deanna Ruth Tak Yung RUDGARD) was appointed member of Strategy Committee on 9 March 2011. He
was also appointed Non-executive Director as from the conclusion of 2011 Annual General Meeting held on 9 May 2011.
(g) Dr. Deanna Ruth Tak Yung RUDGARD stepped down as Non-executive Director as from the conclusion of 2011 Annual General Meeting
held on 9 May 2011.
(h) Sir David AKERS-JONES stepped down as Independent non-executive Chairman and Chairman of the Remuneration Committee, the
Nomination Committee and the Strategy Committee respectively as from the conclusion of 2011 Annual General Meeting held on 9 May
2011.
126
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
12. DIRECTORS’ EMOLUMENTS continued
(i) Gerry Lui Fai YIM was appointed Chief Executive Officer on 10 March 2010 and member of the Nomination Committee on 10 August
2010.
(j)
Anthony Hsien Pin LEE was appointed member of the Audit Committee as from the conclusion of 2010 Annual General Meeting held on
11 May 2010.
(k) Chien LEE was appointed member of the Nomination Committee on 10 August 2010.
(l) Michael Tze Hau LEE was appointed Non-executive Director and member of the Remuneration Committee on 11 January 2010 and
10 August 2010 respectively.
(m) Sir David AKERS-JONES was appointed Independent non-executive Chairman on 11 January 2010. A special fee of HK$300,000 was
granted to Sir David AKERS-JONES in recognition of his special roles during the period from 18 October 2009 to the appointment of the
Chief Executive Officer on 10 March 2010. The annual fee for the Independent non-executive Chairman was revised from HK$140,000 to
HK$400,000 effective from 1 June 2010.
(n) Fa-kuang HU stepped down as Independent non-executive Director and member of the Remuneration Committee as from the conclusion of
2010 Annual General Meeting held on 11 May 2010.
(o) Dr. Geoffrey Meou-tsen YEH stepped down as Independent non-executive Director and member of the Audit Committee, Remuneration
Committee and Nomination Committee as from the conclusion of 2010 Annual General Meeting held on 11 May 2010.
(p) Philip Yan Hok FAN was appointed Independent non-executive Director on 11 January 2010 and member of the Audit Committee as from
11 May 2010. He was also appointed member of the Remuneration Committee and the Nomination Committee on 10 August 2010.
(q)
Joseph Chung Yin POON was appointed Independent non-executive Director on 11 January 2010.
13. EMPLOYEES’ EMOLUMENTS
Of the five individuals with the highest emoluments in the Group, two (2010: two) were Directors of the Company, details of
whose emoluments are included in note 12 above. The emoluments of all of the five individuals with the highest emoluments
for the year ended 31 December 2011 and 2010 were as follows:
Basic salaries, housing and other allowances
Bonus
Share-based payments (Note)
2011
HK$ million
2010
HK$ million
16
9
5
30
14
4
4
22
Note:
Share-based payments are the fair values of share options granted to Directors and eligible employees, which are determined at the date of
grant and expensed over the vesting period, regardless of whether the Directors or eligible employees exercise the share options or not during
the year.
Their emoluments are within the following bands:
HK$2,500,001 to HK$3,000,000
HK$3,000,001 to HK$3,500,000
HK$3,500,001 to HK$4,000,000
HK$4,000,001 to HK$4,500,000
HK$4,500,001 to HK$5,000,000
HK$5,500,001 to HK$6,000,000
HK$6,000,001 to HK$6,500,000
HK$7,000,001 to HK$7,500,000
HK$11,500,001 to HK$12,000,000
Number of individuals
2011
2010
–
1
1
–
1
–
–
1
1
5
1
1
–
1
–
1
1
–
–
5
The five individuals with the highest emoluments in the Group were also the senior management of the Group.
127
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
14. DIVIDENDS
(a) Dividends recognised as distribution during the year:
2011 interim dividend paid – HK15 cents per share
2010 interim dividend paid – HK14 cents per share
2010 final dividend paid – HK60 cents per share
2009 final dividend paid – HK54 cents per share
2011
HK$ million
2010
HK$ million
159
–
632
–
791
–
147
–
567
714
Scrip dividend alternatives were offered to the shareholders in respect of the above dividends. These alternatives were accepted
by the shareholders as follows:
2011 interim dividend (2010 interim dividend):
– Cash payment
– Share alternative
2010 final dividend (2009 final dividend):
– Cash payment
– Share alternative
(b) Dividends proposed after the end of the reporting period:
2011
HK$ million
2010
HK$ million
142
17
464
168
791
112
35
538
29
714
2011
HK$ million
2010
HK$ million
Final dividend proposed – HK64 cents per share (2010: HK60 cents per share)
678
632
The 2011 final dividend of HK64 cents per share (2010: HK60 cents per share) has been proposed by the Directors on
8 March 2012 and is subject to approval by the shareholders at the forthcoming annual general meeting. Such dividend is not
recognised as a liability as at 31 December 2011.
The proposed 2011 final dividend will be payable in cash with a scrip dividend alternative.
128
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
15. EARNINGS PER SHARE
(a) Basic and diluted earnings per share
The calculation of the basic and diluted earnings per share attributable to the owners of the Company is based on the following
data:
Earnings for the purposes of basic and diluted earnings per share:
Profit for the year attributable to owners of the Company
Weighted average number of ordinary shares
for the purpose of basic earnings per share
Effect of dilutive potential ordinary shares:
Share options issued by the Company
Weighted average number of ordinary shares
for the purpose of diluted earnings per share
Earnings
2011
HK$ million
2010
HK$ million
8,545
3,844
Number of shares
2011
2010
1,057,109,763 1,051,785,240
817,621
900,002
1,057,927,384 1,052,685,242
For 2011, the computation of diluted earnings per share does not assume the exercise of certain of the Company’s outstanding
share options as the exercise prices of those options are higher than the average market price for shares.
(b) Adjusted basic earnings per share
For the purpose of assessing the performance of the Group’s principal activities (i.e. leasing of investment properties), the
management is of the view that the profit for the year attributable to the owners of the Company should be adjusted in the
calculation of basic earnings per share as follows:
Profit for the year attributable to owners of the Company
Change in fair value of investment properties
Effect of non-controlling interests’ shares
Share of change in fair value of investment properties
(net of deferred taxation) of an associate
Underlying Profit
Recurring Underlying Profit
Notes:
2011
2010
Basic
earnings
per
share
HK cents
808.34
(712.51)
33.58
Profit
HK$ million
3,844
(2,594)
125
Basic
earnings
per
share
HK cents
365.47
(246.63)
11.89
Profit
HK$ million
8,545
(7,532)
355
(58)
(5.49)
(227)
(21.58)
1,310
1,310
123.92
123.92
1,148
1,148
109.15
109.15
(1) Recurring Underlying Profit is arrived at by excluding from Underlying Profit items that are non-recurring in nature (such as gains or losses
on disposal of long-term assets; impairment or its reversal; and tax provisions for prior years). As there were no such adjustments in both
years, the Recurring Underlying Profit is the same as the Underlying Profit.
(2) The denominators used are the same as those detailed above for basic earnings per share.
129
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
16. INVESTMENT PROPERTIES
Fair value
At 1 January
Additions
Acquisition of a subsidiary (note 34)
Disposal
Transfer to property, plant and equipment
Change in fair value recognised in profit or loss
At 31 December
The carrying amount of investment properties shown above comprises:
Land in Hong Kong:
– Medium-term lease
– Long lease
The Group
2011
HK$ million
2010
HK$ million
40,833
1,601
19
–
(16)
7,532
49,969
37,363
926
–
(50)
–
2,594
40,833
The Group
2011
HK$ million
2010
HK$ million
7,680
42,289
49,969
7,130
33,703
40,833
The fair value of the Group’s investment properties at 31 December 2011 and 2010 have been arrived at on the basis of a
valuation carried out on that date by Knight Frank Petty Limited, an independent qualified professional valuer not connected
with the Group. The Group’s investment properties have been valued individually, on market value basis, which conforms
to Hong Kong Institute of Surveyors Valuation Standards on Properties. The valuation was mainly arrived at by reference to
comparable market transactions for similar properties and on the basis of capitalisation of net income with due allowance for
the reversionary income and redevelopment potential. For the investment properties under redevelopment, residual method of
valuation was adopted. The valuation was mainly arrived at by reference to actual sales or rental information publicly available
to determine the value of the proposed development as if it were completed as at the date of valuation.
All of the Group’s property interests held under operating leases to earn rentals or for capital appreciation purposes are
measured using the fair value model and are classified and accounted for as investment properties.
During the year ended 31 December 2011, certain investment properties with a fair value of HK$16 million became property,
plant and equipment because their uses have changed as evidenced by commencement of owner-occupation.
130
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
17. PROPERTY, PLANT AND EQUIPMENT
Leasehold land
and buildings
in Hong Kong
HK$ million
Furniture,
fixtures and
equipment
HK$ million
Computers
HK$ million
Motor
vehicles
HK$ million
Total
HK$ million
The Group
Cost or valuation
At 1 January 2010
Additions
Surplus on revaluation
At 31 December 2010
Additions
Transfer from investment properties
Surplus on revaluation
At 31 December 2011
Comprising:
At cost
At valuation 2011
Accumulated depreciation
At 1 January 2010
Provided for the year
Eliminated on revaluation
At 31 December 2010
Provided for the year
Eliminated on revaluation
At 31 December 2011
Carrying amounts
At 31 December 2011
At 31 December 2010
381
–
32
413
–
16
83
512
–
512
512
–
2
(2)
–
2
(2)
–
512
413
59
3
–
62
4
–
–
66
66
–
66
51
3
–
54
3
–
57
9
8
27
4
–
31
4
–
–
35
35
–
35
21
2
–
23
3
–
26
9
8
1
–
–
1
–
–
–
1
1
–
1
–
1
–
1
–
–
1
–
–
468
7
32
507
8
16
83
614
102
512
614
72
8
(2)
78
8
(2)
84
530
429
131
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
17. PROPERTY, PLANT AND EQUIPMENT continued
Furniture,
fixtures and
equipment
HK$ million
Computers
HK$ million
Motor
vehicles
HK$ million
Total
HK$ million
The Company
Cost
At 1 January 2010
Additions
At 31 December 2010
Additions
At 31 December 2011
Accumulated depreciation
At 1 January 2010
Provided for the year
At 31 December 2010
Provided for the year
At 31 December 2011
Carrying amounts
At 31 December 2011
At 31 December 2010
23
1
24
1
25
21
1
22
1
23
2
2
25
3
28
3
31
20
1
21
2
23
8
7
1
–
1
–
1
–
1
1
–
1
–
–
49
4
53
4
57
41
3
44
3
47
10
9
The above items of property, plant and equipment are depreciated on a straight-line basis at the following rates per annum:
Leasehold land and buildings
Furniture, fixtures and equipment
Computers
Motor vehicles
Over the term of the lease or 40 years
20%
20%
25%
The Group’s leasehold land and buildings were revalued at 31 December 2011 and 2010 by Knight Frank Petty Limited, an
independent qualified professional valuer, on market value basis, by reference to comparable market transactions for similar
properties and on the basis of capitalisation of net income with due allowance for the reversionary income. The gain of HK$85
million (2010: HK$34 million) arising on revaluation have been recognised in other comprehensive income and accumulated in
properties revaluation reserve.
Had the Group’s land and buildings been measured on a historical cost basis, their carrying amounts would have been HK$182
million (2010: HK$168 million) at the end of the reporting period.
Furniture, fixtures and equipment of the Group include assets carried at cost of HK$25 million (2010: HK$24 million) and
accumulated depreciation of HK$21 million (2010: HK$20 million) in respect of assets held for leasing out under operating
leases. Depreciation charges in respect of those assets for the year amounted to HK$1 million (2010: HK$1 million).
There is no property, plant and equipment of the Company held for renting out under operating leases for the year or at the end
of the reporting period.
132
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
18. INVESTMENTS IN SUBSIDIARIES
Investments in subsidiaries comprise:
Unlisted shares, at cost
Deemed capital contribution in subsidiaries
The Company
2011
HK$ million
2010
HK$ million
–
1,904
1,904
–
–
–
The table below lists the principal subsidiaries of the Group at 31 December 2011 and 2010:
Name of subsidiary
Place of
incorporation/
operation
Issued
share capital
Proportion of
nominal value of
issued share capital
held by the Company
indirectly
directly
Admore Investments Limited
Golden Capital Investment Limited
HD Treasury Limited
Hysan (MTN) Limited
Hysan China Holdings Limited
Hysan Corporate Services Limited
Hong Kong
Hong Kong
Hong Kong
British Virgin Islands/
Hong Kong
British Virgin Islands
Hong Kong
HK$2
HK$2
HK$2
US$1
HK$1
HK$2
Hysan Leasing Company Limited
Hysan Property Management Limited
Hysan Treasury Limited
Kwong Hup Holding Limited
Kwong Wan Realty Limited
Minsal Limited
Mondsee Limited
Stangard Limited
HK$2
Hong Kong
HK$2
Hong Kong
HK$2
Hong Kong
HK$1
British Virgin Islands
HK$1,000
Hong Kong
HK$2
Hong Kong
Hong Kong
HK$2
Hong Kong HK$300,000
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Teamfine Enterprises Limited
Bamboo Grove Recreational
Services Limited
Earn Extra Investments Limited
Gearup Investments Limited
HD Investment Limited
Kochi Investments Limited
Hong Kong
Hong Kong
Hong Kong
Hong Kong
British Virgin Islands
British Virgin Islands
HK$2
HK$2
HK$1
HK$1
HK$1
HK$1
Lee Theatre Realty Limited
Leighton Property Company Limited
Main Rise Development Limited
OHA Property Company Limited
Perfect Win Properties Limited
Silver Nicety Company Limited
Barrowgate Limited
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
HK$10
HK$2
HK$2
HK$2
HK$2
HK$20
HK$10,000
100%
–
–
100%
–
–
–
–
100%
100%
100%
100%
100%
–
100%
–
100%
–
100%
–
100%
–
–
100%
– 65.36%
Principal activities
Investment holding
Investment holding
Treasury operation
Treasury operation
Investment holding
Provision of corporate
services
Leasing administration
Property management
Treasury operation
Investment holding
Property investment
Property investment
Property investment
Provision of security
services
Investment holding
Resident club
management
Property investment
Property development
Investment holding
Capital market
investment
Property investment
Property investment
Investment holding
Property investment
Property investment
Property investment
Property investment
The Directors are of the opinion that a complete list of all subsidiaries and their particulars will be of excessive length and
therefore the above table contains only those subsidiaries which materially contribute to the net income of the Group or hold a
material portion of the assets or liabilities or otherwise are operating subsidiaries of the Group. Other than floating rate notes,
fixed rate notes and zero coupon notes issued by Hysan (MTN) Limited as disclosed in note 30, none of the subsidiaries had
issued any debt securities at the end of the reporting period.
133
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
19. INVESTMENTS IN ASSOCIATES
Cost of unlisted investments
Share of post-acquisition profits and
other comprehensive income,
net of dividends received
Loan to an associate
Less: Loss allocated in excess of cost of investments
The Group
2011
HK$ million
2010
HK$ million
3
3
3,417
3,420
118
(115)
3
3,008
3,011
119
(116)
3
3,423
3,014
Loan to an associate of HK$118 million (2010: HK$119 million) is unsecured and interest-free. In the opinion of the Directors,
the loan is considered as part of the Group’s net investment in the associate and, accordingly, the loan is included in the
amount of investments in associates.
Details of the Group’s associates at 31 December 2011 and 2010 are as follows:
Name of associate
Form of
business structure
Place of
registration
and operation
Class of
share held/
registered
capital
Effective
interest
held by
the Group
Principal activities
Country Link
Enterprises Limited
Private limited
company
Shanghai Kong Hui
Property Development
Co., Ltd
Shanghai Grand
Gateway Plaza
Property Management
Co., Ltd
Sino-Foreign equity
joint venture
Sino-Foreign equity
joint venture
Hong Kong
Ordinary share
26.3%*
Investment holding
The PRC
US$165,000,000#
24.7%*
Property development
and leasing
The PRC
US$140,000#
23.7%* Property management
Wingrove Investment
Pte Ltd
Private company
limited by shares
Singapore
Ordinary share
25.0%*
Property development
and investment
(inactive in both
2011 and 2010)
*
#
Indirectly held
Registered capital
134
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
19. INVESTMENTS IN ASSOCIATES continued
The summarised financial information in respect of the Group’s associates based on the unaudited management accounts for
the year ended 31 December 2011 and 2010 is as follows:
Total assets
Total liabilities
Net assets
Group’s share of net assets of associates
Turnover
Profit for the year
Group’s share of results of associates for the year
2011
HK$ million
2010
HK$ million
18,055
(4,677)
13,378
3,305
1,317
964
254
16,690
(4,920)
11,770
2,895
1,184
1,498
394
20. PRINCIPAL-PROTECTED INVESTMENTS
The carrying amounts of principal-protected investments based on the maturity dates of respective contracts are analysed as
follows:
Within 1 year
More than 1 year but not exceeding 5 years
The Group
2011
HK$ million
2010
HK$ million
265
365
630
84
378
462
The Group entered into certain contracts of structured investments with certain financial institutions. The structured
investments are principal-protected at the maturity dates and contain embedded derivatives which are not closely related to the
host contracts. The interest rates of such investments vary in relation to the relative movements of the underlying variables,
such as foreign exchange rates and 3-month Hong Kong Interbank Offered Rate (“HIBOR”). Prior to 1 January 2011, the entire
combined contracts have been designated as financial assets at FVTPL on initial recognition.
Upon the application of HKFRS 9 on 1 January 2011, the Group’s principal-protected investments that were previously
designated as financial assets at FVTPL have been classified as financial assets at FVTPL. The investments previously
designated as at FVTPL under HKAS 39, continue to be measured at FVTPL because they do not meet the amortised cost
criteria under HKFRS 9.
The notional amount and the maturity period of the principal-protected investments are as follows:
Within 1 year
More than 1 year but not exceeding 5 years
The Group
2011
2010
Notional
amount
HK$ million
Fair
value
HK$ million
Notional
amount
HK$ million
Fair
value
HK$ million
262
371
633
265
365
630
81
382
463
84
378
462
135
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
21. TERM NOTES
Term notes, at amortised cost, comprise:
– Debt securities listed in Hong Kong
– Debt securities listed in overseas
– Unlisted debt securities
Total
Analysed for reporting purposes as:
Current assets
Non-current assets
The Group
2011
HK$ million
2010
HK$ million
19
120
291
430
171
259
430
–
216
47
263
95
168
263
136
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
23. OTHER FINANCIAL ASSETS/LIABILITIES continued
(a) Cash flow hedges
(i) Foreign currency risk
During the year, the Group used forward foreign exchange contracts and cross currency swaps to manage its foreign currency
exposure. The principal terms of the forward foreign exchange contracts and cross currency swaps have been negotiated to
match the major terms of the respective designated hedged items and the management considers that the hedges are highly
effective.
The table below is prepared based on the maturity dates of respective contracts. The major terms of these outstanding forward
foreign exchange contracts and cross currency swaps at the end of the reporting period are as follows:
2011
2010
The Group
Average
exchange
Foreign
rate* currency
Fair
value
HK$
million million million
Notional amount
HK$
Average
exchange
Foreign
rate* currency
Notional amount
HK$
Fair
value
HK$
million million
million
Forward foreign
exchange contracts
Buy US dollars (“USD”)
(Note a)
Within 1 year
More than 1 year but
not exceeding 5 years
Sell USD (Note b)
Within 1 year
More than 1 year but
not exceeding 5 years
Sell Renminbi (“RMB”)
(Note c)
Within 1 year
Cross currency swaps
Hedging interest and
principal of Australian
dollars (“AUD”)
bank loan (Note d)
More than 1 year but
not exceeding 5 years
Hedging interest and
principal of USD
bank loans (Note e)
More than 1 year but
not exceeding 5 years
Total
7.6059
USD
–
USD
7.6059
USD
2
–
2
15
–
15
7.7865
USD
18
140
7.7309
USD
7.7667
USD
10
28
77
217
1
–
1
–
–
–
7.6169
USD
7.6059
USD
7.6134
USD
4
2
6
30
15
45
7.7373
USD
16
125
–
USD
–
–
7.7373
USD
16
125
1.2065
RMB
167
202
(2)
–
RMB
–
–
1
–
1
–
–
–
–
8.1497
AUD
37
300
(10)
–
AUD
–
–
–
7.8000
USD
26
200
934
–
7.7753
USD
51
399
(11)
569
2
3
*
Average exchange rate represented the average exchange rate of HKD versus respective currencies weighted by the notional amounts of
the contracts or the swaps.
139
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
23. OTHER FINANCIAL ASSETS/LIABILITIES continued
(a) Cash flow hedges continued
(i) Foreign currency risk continued
Notes:
(a) The Group used HK$15 million (2010: HK$45 million) forward foreign exchange contract to hedge the foreign exchange rate risk in relation
to the semi-annual coupon payment of US$57 million (2010: US$57 million) out of the US$174 million (2010: US$174 million) fixed rate
notes.
(b) The Group used HK$217 million (2010: HK$125 million) forward foreign exchange contracts to hedge the foreign exchange rate risk of
part of the principal amount of term notes and principal-protected investments denominated in USD at their respective maturity dates.
(c) The Group used HK$202 million (2010: nil) forward foreign exchange contracts to hedge the foreign exchange rate risk of the principal and
interest amount of a time deposit denominated in RMB at its maturity date.
(d) The Group used HK$300 million (2010: nil) cross currency swap to convert AUD interest and principal of AUD37 million (2010: nil) bank
loan into HKD.
(e) The Group used HK$200 million (2010: HK$399 million) cross currency swap to convert USD interest and principal of US$26 million (2010:
US$51 million) bank loan into HKD.
As at 31 December 2011, cumulative fair value gains of HK$5 million (2010: HK$3 million) from the forward foreign exchange
contracts and cross currency swaps have been recognised in other comprehensive income and accumulated in hedging reserve,
and are expected to be released to the consolidated income statements at various dates when the hedged items impact the
profit or loss.
During the year, net losses of HK$3 million (2010: gains of HK$3 million) on forward foreign exchange contracts and cross
currency swaps were reclassified from hedging reserve to profit or loss as finance costs and losses of HK$4 million (2010: nil)
on forward foreign exchange contracts were reclassified from hedging reserve to profit or loss as investment income.
The fair values of forward foreign exchange contracts and cross currency swaps are measured using quoted forward exchange
rates and yield curves from quoted interest rates matching maturities of the contracts and swaps.
Interest rate risk
(ii)
During the year, the Group used interest rate swaps and basis swaps to hedge its interest rate risk exposure. The terms of the
swaps have been negotiated to match the major terms of the respective hedged underlying items so that the management
considers that the interest rate swaps and basis swaps are highly effective hedging instruments.
140
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011 23. OTHER FINANCIAL ASSETS/LIABILITIES continued
(a) Cash flow hedges continued
(ii)
The table below is prepared based on the maturity dates of respective contracts. The major terms of these outstanding interest
rate swaps and basis swaps at the end of the reporting period are as follows:
Interest rate risk continued
2011
2010
Average
interest
rate*
Notional amount
US$ million
HK$ million
Fair
value
HK$ million
Average
interest
rate*
Notional amount
US$ million
HK$ million
Fair
value
HK$ million
The Group
Interest rate swaps
Hedging interest of
HKD bank loans
(Note a)
Within 1 year
More than 1 year but
not exceeding 5 years
Hedging floating-interest
–rate payments
of financial
instruments (Note b)
Within 1 year
More than 1 year but
not exceeding 5 years
Basis swaps
Hedging interest of
HKD bank loans
(Note c)
Within 1 year
Hedging interest of
USD bank loans
(Note d)
Within 1 year
Total
0.32%
3.32%
2.49%
3.80%
2.99%
3.39%
n/a
n/a
n/a
n/a
n/a
n/a
200
525
725
200
200
400
–
(28)
(28)
(5)
(12)
(17)
–
3.32%
3.32%
–
3.39%
3.39%
–
n/a
n/a
–
n/a
n/a
–
525
525
–
400
400
–
(26)
(26)
–
(22)
(22)
0.08%
n/a
325
–
0.11%
n/a
325
–
0.07%
26
200
1,650
–
0.14%
51
399
(45)
1,649
1
(47)
*
For interest rate swaps, the average interest rate represented the average fixed interest rate paid by the Group against receipts of 3-month
HIBOR or 6-month HIBOR weighted by the notional amounts of the swaps. For basis swaps, the average interest rate represented the
average spread (weighted by the notional amounts of the swaps) that was added to 1-month HIBOR or 1-month London-Interbank Offered
Rate (“LIBOR”) received by the Group against 3-month HIBOR or 3-month LIBOR paid by the Group.
Notes:
(a) The Group used HK$725 million (2010: HK$525 million) interest rate swaps to manage its exposure to interest rate changes of the
monthly or quarterly interest payments of HKD bank loans. HK$200 million of the swaps will be effective in 2012 for hedging forecast
transactions of borrowings at that time.
(b) The Group used HK$400 million (2010: HK$400 million) interest rate swaps to hedge the interest rate risk in relation to the quarterly
floating-interest-rate payments of certain financial instruments.
(c) The Group used HK$325 million (2010: HK$325 million) basis swaps to combine with interest rate swaps referred to note (a) to hedge
the interest rate changes of the monthly or quarterly interest payments of HK$325 million (2010: HK$325 million) bank loans.
(d) The Group used HK$200 million (2010: HK$399 million) basis swaps to combine with cross currency swaps referred to note (e) of “foreign
currency risk” to hedge the interest rate changes of the monthly or quarterly interest payments of US$26 million (2010: US$51 million)
bank loan.
141
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
Interest rate risk continued
23. OTHER FINANCIAL ASSETS/LIABILITIES continued
(a) Cash flow hedges continued
(ii)
As at 31 December 2011, net cumulative fair value losses of HK$45 million (2010: HK$47 million) from the interest rate swaps
and basis swaps under cash flow hedges have been recognised in other comprehensive income and accumulated in hedging
reserve, and are expected to be released to the consolidated income statement at various dates during the lives of the swaps
when the hedged interest expenses are recognised and impact the profit or loss.
During the year, losses of HK$22 million (2010: HK$21 million) on interest rate swaps and basis swaps were reclassified from
hedging reserve to profit or loss as finance costs.
The fair values of interest rate swaps and basis swaps are measured at the present value of future cash flows estimated and
discounted based on the applicable yield curves derived from quoted interest rates.
(b) Fair value hedges
The Group used interest rate swaps to minimise its exposure to fair value changes of its HKD fixed rate notes and zero
coupon notes by swapping the notes from fixed rates to floating rates. The major terms of the interest rate swaps match the
corresponding notes and the management considers that the swaps are highly effective hedging instruments.
The table below is prepared based on the maturity dates of respective contracts. The major terms of these outstanding interest
rate swaps at the end of the reporting period are as follows:
2011
2010
Average
interest
rate*
Notional amount
US$ million
HK$ million
Fair
value
HK$ million
Average
interest
rate*
Notional amount
US$ million
HK$ million
Fair
value
HK$ million
The Group
Interest rate swaps (Note)
Within 1 year
More than 1 year but
not exceeding 5 years
More than 5 years
–
4.18%
4.50%
4.33%
n/a
n/a
n/a
n/a
–
300
278
578
–
1.42%
35
31
66
4.18%
4.50%
4.03%
n/a
n/a
n/a
n/a
65
300
264
629
–
30
20
50
*
The average interest rate represented the average fixed interest rate (weighted by the notional amounts of the interest rate
swaps) received by the Group against payments of 3-month HIBOR.
Note:
The Group designated HK$300 million (2010: HK$365 million) fixed-to-floating interest rate swaps to hedge interest rate risk related to part of
the coupon payments of the HK$300 million (2010: HK$365 million) fixed rate notes. The Group also designated a fixed-to-floating interest rate
swap with nominal amount of HK$278 million (2010: HK$264 million) as at 31 December 2011 to hedge the zero coupon notes with nominal
amount of HK$430 million by converting a fixed rate of 5.19% per annum to HIBOR plus 0.69% per annum.
As a result of the hedge accounting, the carrying amount of the fixed rate notes as at 31 December 2011 was adjusted by
losses of HK$35 million (2010: HK$30 million) while the carrying amount of the zero coupon notes as at 31 December 2011
was adjusted by losses of HK$32 million (2010: HK$20 million). The changes in fair values of the notes for the hedged risk
were included in profit or loss at the same time that the changes in fair value of the swaps were included in profit or loss.
The fair values of interest rate swaps are measured at the present value of future cash flows estimated and discounted based
on the applicable yield curves derived from quoted interest rates.
142
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
23. OTHER FINANCIAL ASSETS/LIABILITIES continued
(c) Other derivatives classified as held for trading (not under hedge accounting)
At the end of the reporting period, the Group had certain derivatives classified as held for trading and not under hedge
accounting. The table below is prepared based on the maturity dates of respective contracts. The major terms of these
derivatives are as follows:
2011
2010
The Group
Average
interest/
exchange
rate*
Notional amount
US$ million
HK$ million
Fair
value
HK$ million
Average
interest/
exchange
rate*
Notional amount
US$ million
HK$ million
Fair
value
HK$ million
Net basis swaps (Note a)
Within 1 year
More than 1 year but
not exceeding 5 years
Cross currency
swaps (Note b)
Within 1 year
More than 1 year but
not exceeding 5 years
Interest rate
swap (Note c)
Within 1 year
Forward foreign
exchange contracts
(Note d)
More than 1 year but
not exceeding 5 years
Asset swap (Note e)
Within 1 year
7.8000
–
7.8000
7.7998
–
7.7998
57
–
57
117
–
117
445
–
445
913
–
913
(2)
–
–
7.8000
(2)
7.8000
–
–
–
–
7.7998
7.7998
–
57
57
–
117
117
–
445
445
–
913
913
–
–
–
–
1.49%
n/a
65
7.8400
27
212
–
–
–
2.00%
n/a
60
(10)
n/a
n/a
–
–
–
(4)
(4)
–
38
38
–
–
–
*
For net basis swaps, cross currency swaps and forward foreign exchange contracts, the average exchange rate represented the average
HKD:USD exchange rate weighted by their notional amounts. For interest rate swap, the average interest rate represented the fixed
interest rate received by the Group against payment of 3-month HIBOR. For asset swap, the interest rate represented the spread added to
3-month HIBOR received by the Group.
Notes:
(a) The Group used US$57 million (2010: US$57 million) net basis swaps to minimise the foreign currency exposure in relation to the
principal payment and part of the coupon payment of the US$57 million (2010: US$57 million) of the US$174 million (2010: US$174
million) fixed rate notes at maturity.
(b) The Group used US$117 million (2010: US$117 million) cross currency swaps to manage the interest rate and foreign exchange risks of
US$117 million (2010: US$117 million) of the US$174 million (2010: US$174 million) fixed rate notes.
(c) The Group had no interest rate swap classified as held for trading as at 31 December 2011. As at 31 December 2010, the Group used
HK$65 million fixed-to-floating interest rate swap to manage the interest rate risk in relation to the quarterly interest payment of part of the
Group’s borrowings.
(d) The Group used HK$212 million (2010: nil) forward foreign exchange contracts to manage the foreign exchange rate risk in relation to
investment amount of US$27 million (2010: nil) of term notes and principal-protected investments. The contracts will effectively manage
the foreign exchange rate risk if HKD:USD is above 7.74 at the respectively maturity dates. If HKD:USD is at or below 7.74, the contracts
will be knocked out and the Group will have no obligation on the settlement of the contracts.
(e) The Group used a HK$60 million (2010: nil) asset swap to convert the return of a zero coupon convertible note of investment amount of
HK$60 million (2010: nil) into a floating rate note with interest income of 3-month HIBOR plus 2%. The mark-to-market losses were offset
by corresponding mark-to-market gains of the note.
143
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
23. OTHER FINANCIAL ASSETS/LIABILITIES continued
(d) Financial assets measured at FVTPL
(i) Zero coupon convertible note
During the year, the Group purchased a zero coupon convertible note of HK$60 million with an embedded equity option of a
listed company in Hong Kong. The note will mature in February 2012. As disclosed in note (c) of other derivatives classified as
held for trading, an asset swap was used to manage the fair value exposure to the notes at the end of the reporting period. The
entire combined contracts have been classified as financial assets measured at FVTPL on initial recognition.
(ii) Club debentures
Upon the application of HKFRS 9 on 1 January 2011, the Group’s and the Company’s investments in unlisted club debentures
that were previously classified as available-for-sale investments (see note 22) have been classified as financial assets
measured at FVTPL.
The Group’s and the Company’s club debentures previously measured at fair value at each reporting date under HKAS 39,
continued to be measured at FVTPL under HKFRS 9.
24. ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES
Rents from leasing of investment properties are normally received in advance. At the end of the reporting period, accounts
receivable of the Group with carrying amount of HK$6 million (2010: HK$5 million) mainly represented rents receipts in arrears,
which were aged less than 90 days.
25. AMOUNTS DUE FROM/TO SUBSIDIARIES
Amounts due from subsidiaries are classified as:
– Current assets (Note a)
– Non-current assets (Note b)
Amounts due to subsidiaries (Note a)
Notes:
The Company
2011
HK$ million
2010
HK$ million
6,088
5,126
11,214
480
12,671
–
12,671
175
(a) The amounts due from/to subsidiaries are unsecured, interest-free and repayable on demand.
(b) The amounts due from subsidiaries are unsecured, interest-free with no fixed terms of repayment and classified as non-current assets as
they are not expected to be recoverable within the next twelve months.
26. AMOUNT DUE FROM AN ASSOCIATE
The amount due from an associate is unsecured, interest-free and repayable on demand. During the year ended 31 December
2011, all outstanding balances were fully recovered.
144
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
27. TIME DEPOSITS/CASH AND BANK BALANCES
Time deposits
Cash and bank balances
Cash and deposits with banks shown in the consolidated statement of financial position
Less: Time deposits with original maturity over three months
Cash and cash equivalents shown in the consolidated statement of cash flows
The Group
2011
HK$ million
2010
HK$ million
2,899
62
2,961
(2,307)
654
1,930
63
1,993
(1,433)
560
Included in the Company’s time deposits as at 31 December 2011, were HK$395 million (2010: HK$497 million) of time
deposits with original maturity over three months. The bank balances and remaining time deposits of the Company were with
original maturity of three months or less.
Time deposits, cash and bank balances comprise cash and bank deposits carrying effective interest rates ranging from 0.205%
to 2.46% (2010: 0.005 % to 1.55%) per annum.
28. ACCOUNTS PAYABLE AND ACCRUALS
At the end of the reporting period, accounts payable of the Group with carrying amount of HK$324 million (2010: HK$229
million) were aged less than 90 days.
29. AMOUNTS DUE TO NON-CONTROLLING INTERESTS
The amounts due to non-controlling interests are unsecured, interest-free and repayable on demand.
30. BORROwINGS
The analysis of the carrying amounts of borrowings is as follows:
Unsecured bank loans
Floating rate notes
Fixed rate notes
Zero coupon notes
Current
Non-current
The Group
2011
HK$ million
2010
HK$ million
2011
HK$ million
2010
HK$ million
150
–
1,357
–
1,507
650
–
–
–
650
2,690
200
1,952
314
5,156
699
200
2,750
288
3,937
In the current year, the average finance cost of the Group’s total borrowings calculated based on their contracted interest rates
was 3.7% (2010: 3.9%). To manage the interest rate and foreign exchange risks, the Group used certain derivatives to hedge
part of the borrowings, which resulted in a reduction of the Group’s average finance cost to 2.7% (2010: 2.7%). As at 31
December 2011, the floating rate debt ratio was 54.8% (2010: 53.6%).
145
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
30. BORROwINGS continued
(a) Unsecured bank loans
The unsecured bank loans of HK$2,840 million (2010: HK$1,349 million) are guaranteed as to principal and interest by the
Company and are repayable, based on the scheduled repayment dates set out in the respective loan agreement, as follows:
Within 1 year
More than 1 year, but not exceeding 2 years
More than 2 years, but not exceeding 5 years
The Group
2011
HK$ million
2010
HK$ million
150
699
1,991
2,840
650
–
699
1,349
All the Group’s unsecured bank loans are variable-rate borrowings with effective interest rates (which were also equal to
contracted interest rates) ranging from 0.59% to 5.37% (2010: 0.69% to 1.51%) per annum at the end of the reporting period.
Interest rates of the loans are normally re-fixed at every one to six months.
As disclosed in note 23(a), cross currency swaps, interest rate swaps and basis swaps were designated as cash flow hedges to
hedge the foreign exchange and interest rate risks of part of the Group’s unsecured bank loans.
(b) Floating rate notes
In October 2009, HK$200 million five-year floating rate notes were issued by Hysan (MTN) Limited, a wholly-owned subsidiary
of the Company. The notes are guaranteed as to principal and interest by the Company, bear effective interest rates (which are
equal to contracted interest rates) of 1.26% (2010: 1.30%) per annum at the end of reporting period and are repayable in full in
2014.
The HK$200 million five-year floating rate notes were not hedged by any derivative in both years.
146
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
30. BORROwINGS continued
(c) Fixed rate notes
Fixed rate notes – principal amount
Add: Net loss attributable to hedged risks
The Group
2011
HK$ million
2010
HK$ million
3,274
35
3,309
2,720
30
2,750
Details of the Group’s fixed rate notes at 31 December 2011 and 2010 are as follows:
Principal amount
US$174 million*
HK$300 million
HK$100 million
HK$165 million
HK$400 million
HK$200 million
HK$200 million
HK$150 million
HK$404 million
Contracted
interest rate
per annum
7.00%
5.25%
5.10%
5.38%
3.78%
4.00%
3.70%
3.86%
4.10%
Coupon
payment term
semi-annual basis
quarterly basis
annual basis
annual basis
quarterly basis
annual basis
quarterly basis
quarterly basis
annual basis
Issue date
Maturity date
February 2002
August 2008
August 2008
September 2008
August 2010
September 2010
October 2010
May 2011
December 2011
February 2012
August 2015
August 2015
September 2020
August 2020
September 2025
October 2022
May 2018
December 2023
*
In February 2002, US$200 million 10-year fixed rate notes were issued by Hysan (MTN) Limited. In 2006 and 2010, US$18 million and
US$8 million of the notes were repurchased and cancelled respectively. The outstanding amount of the notes at the end of the reporting
period was US$174 million (2010: US$174 million).
All the fixed rate notes were issued by Hysan (MTN) Limited. The notes are guaranteed as to principal and interest by the
Company and bear an effective interest rate equal to their respective contracted interest rate.
As detailed in note 23, forward foreign exchange contracts, interest rate swaps, cross currency swaps and net basis swaps were
used to hedge or manage the foreign exchange and interest rate risks of the Group’s fixed rate notes at the end of the reporting
period.
The net loss of HK$35 million (2010: HK$30 million) represented the change in fair value attributable to the hedged interest
rate risk of the HK$300 million (2010: HK$365 million) fixed rate notes under fair value hedge.
(d) Zero coupon notes
Zero coupon notes
Add: Loss attributable to hedged risk
The Group
2011
HK$ million
2010
HK$ million
282
32
314
268
20
288
In February 2005, 15-year zero coupon notes of nominal amount of HK$430 million were issued at an issue price of around
46.37% of the nominal amount by Hysan (MTN) Limited. The notes are guaranteed as to nominal amount by the Company, bear
an effective yield (which is equal to contracted yield) at the rate of 5.19% per annum and are repayable at par in February 2020.
Hysan (MTN) Limited has the option to redeem the notes on 7 February 2015 at a price of about 77.4% of the nominal amount.
The Group has entered into an interest rate swap to hedge against the interest rate risk of the zero coupon notes under fair
value hedge (see note 23(b) for details).
The loss of HK$32 million (2010: HK$20 million) represented changes in fair value attributable to the hedged interest rate risk
of the zero coupon notes under fair value hedge.
147
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
31. DEFERRED TAxATION
The following are the major deferred tax liabilities (assets) recognised by the Group and movements thereon during the current
and prior years:
The Group
At 1 January 2010
Charge to profit or loss (note 9)
Charge to other comprehensive income
At 31 December 2010
Charge (credit) to profit or loss (note 9)
Charge to other comprehensive income
At 31 December 2011
Accelerated tax
depreciation
HK$ million
Revaluation of
properties
HK$ million
Tax
losses
HK$ million
Total
HK$ million
266
31
–
297
30
–
327
35
–
5
40
–
14
54
(4)
4
–
–
(21)
–
(21)
297
35
5
337
9
14
360
At the end of the reporting period, the Group has unused estimated tax losses of HK$648 million (2010: HK$570 million), of
which HK$327 million (2010: HK$253 million) has not been agreed by the Hong Kong Inland Revenue Department, available for
offset against future profits. A deferred tax asset has been recognised in respect of HK$126 million (2010: nil) of such losses.
No deferred tax asset has been recognised in respect of the estimated tax losses of HK$522 million (2010: HK$570 million)
as the utilisation of these estimated tax losses is uncertain. These estimated tax losses may be carried forward indefinitely.
The Company does not have any unused tax loss at the end of the reporting period. During the year, deferred tax liability of
the Company has been recognised in respect of the accelerated tax depreciation of HK$1 million (2010: nil). At the end of the
reporting period, the Company has deferred tax liability of HK$1 million (2010: nil).
148
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
32. SHARE CAPITAL
Ordinary shares of HK$5 each
Authorised:
At 1 January and 31 December
Issued and fully paid:
At 1 January
Issue of shares pursuant to
scrip dividend schemes (Note a)
Issue of shares under share
option scheme (Note b)
Number of shares
2011
2010
Share capital
2011
HK$ million
2010
HK$ million
1,450,000,000
1,450,000,000
7,250
1,053,426,635
1,050,608,090
5,267
5,136,783
2,762,879
1,190,997
55,666
26
6
7,250
5,253
14
–
At 31 December
1,059,754,415
1,053,426,635
5,299
5,267
Notes:
(a)
Issue of shares pursuant to scrip dividend schemes
For the year ended 31 December 2011
On 2 June 2011 and 20 September 2011 respectively, the Company issued and allotted a total of 4,584,611 shares and 552,172 shares of
HK$5 each in the Company at HK$36.55 and HK$30.43 to the shareholders who elected to receive shares in the Company in lieu of cash for
the 2010 final and 2011 interim dividends pursuant to the scrip dividend schemes announced by the Company on 9 May 2011 and 25 August
2011. These shares rank pari passu in all respects with other shares in issue.
For the year ended 31 December 2010
On 3 June 2010 and 21 September 2010 respectively, the Company issued and allotted a total of 1,321,595 shares and 1,441,284 shares of
HK$5 each in the Company at HK$21.68 and HK$24.19 to the shareholders who elected to receive shares in the Company in lieu of cash for
the 2009 final and 2010 interim dividends pursuant to the scrip dividend schemes announced by the Company on 11 May 2010 and 26 August
2010. These shares rank pari passu in all respects with other shares in issue.
(b)
Issue of shares under share option schemes
During the year, options to subscribe for shares of the Company for a total of 1,190,997 shares (2010: 55,666 shares) were exercised at
various exercise prices. These shares rank pari passu in all respects with other shares in issue. Details of options outstanding and movements
during the year are set out in note 40.
149
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
33. RESERVES OF THE COMPANY
The Company’s reserves available for distribution to its owners as at 31 December 2011 amounted to HK$5,580 million (2010:
HK$5,739 million), being its general reserve and retained profits at that date.
Share
premium
HK$ million
Share
options
reserve
HK$ million
Capital
redemption
reserve
HK$ million
General
reserve
HK$ million
(Note)
Retained
profits
HK$ million
Total
HK$ million
At 1 January 2010
Issue of shares pursuant to
scrip dividend schemes
Issue of shares under
share option schemes
Recognition of equity-settled
share-based payments
Profit for the year
Dividends paid during the year (note 14)
At 31 December 2010
Issue of shares pursuant to
scrip dividend schemes
Issue of shares under
share option schemes
Recognition of equity-settled
share-based payments
Forfeiture of share options
Profit for the year
Dividends paid during the year (note 14)
1,703
10
276
100
5,760
7,849
50
1
–
–
–
–
–
6
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
593
(714)
50
1
6
593
(714)
1,754
16
276
100
5,639
7,785
159
21
–
–
–
–
–
(6)
7
(2)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2
630
(791)
159
15
7
–
630
(791)
At 31 December 2011
1,934
15
276
100
5,480
7,805
Note: General reserve was set up from the transfer of retained profits.
34. ACQUISITION OF A SUBSIDIARY
During the year ended 31 December 2011, the Group acquired 100% interest in Moral Hill Investment Limited (“Moral Hill”)
from an independent third party, for a cash consideration of HK$19 million. The major asset of Moral Hill is an investment
property situated in Hong Kong and as such, the acquisition has been accounted for as acquisition of an asset rather than a
business combination.
35. RETIREMENT BENEFITS PLANS
With effect from 1 December 2000, the Group set up an enhanced Mandatory Provident Fund Scheme (the “Enhanced MPF
Scheme”), a defined contribution scheme, for all qualifying employees. The Enhanced MPF Scheme is registered with the
Mandatory Provident Fund Schemes Authority under Section 124(1) of the Mandatory Provident Fund Schemes (General)
Regulation.
Pursuant to the rules of the Enhanced MPF Scheme, the Group’s contributions to the plan are based on fixed percentages of
members’ salaries, ranging from 5% of MPF Relevant Income to 15% of basic salary. Members’ mandatory contributions are
fixed at 5% of MPF Relevant Income, in compliance with MPF legislation.
Total contributions made by the Group during the year amounted to HK$6 million (2010: HK$6 million). Forfeited contributions
for the year amounting to HK$1 million (2010: HK$1 million) were refunded to the Group.
150
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
36. CONTINGENT LIABILITIES
At the end of the reporting period, there were contingent liabilities in respect of the following:
Corporate guarantee to note holders
– for issue of floating rate notes
– for issue of fixed rate notes
– for issue of zero coupon notes
Guarantees to banks for providing
financing facilities to subsidiaries
The Group
2011
HK$ million
2010
HK$ million
The Company
2011
HK$ million
2010
HK$ million
–
–
–
–
–
–
–
–
–
–
200
3,276
430
3,906
200
2,722
430
3,352
2,850
1,349
37. CAPITAL COMMITMENTS
At the end of the reporting period, the Group and the Company had the following capital commitments in respect of its
investment properties and property, plant and equipment:
Authorised but not contracted for
Contracted but not provided for
The Group
2011
HK$ million
2010
HK$ million
The Company
2011
HK$ million
2010
HK$ million
505
885
535
1,535
7
6
11
–
38. LEASE COMMITMENTS
(a) The Group as lessor
At the end of the reporting period, the Group had contracted with tenants for the following future minimum lease payments:
Within one year
In the second to fifth year inclusive
Over five years
The Group
2011
HK$ million
2010
HK$ million
1,795
3,708
2,229
7,732
1,260
1,586
252
3,098
Operating lease payments represent rentals receivable by the Group from leasing of its investment properties. Typically, leases
are negotiated and rentals are fixed for lease term of one to three years. Certain leases include contingent rentals calculated
with reference to turnover of the tenants.
151
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
38. LEASE COMMITMENTS continued
(b) The Company as lessee
At the end of the reporting period, the Company had commitments for future minimum lease payments under non-cancellable
operating leases which fall due as follows:
Within one year
In the second to fifth year inclusive
The Company
2011
HK$ million
2010
HK$ million
7
–
7
22
9
31
Operating lease payments represent rentals payable by the Company to its subsidiaries for its office premises which are
negotiated and rentals are fixed for three years.
At the end of the reporting period, the Group had no commitment under non-cancellable operating lease.
39. RELATED PARTY TRANSACTIONS AND BALANCES
(a) Transactions and balances with related parties
The Group has the following transactions with related parties during the year and has the following balances with them at the
end of the reporting period:
The Group
Gross rental income
received from
(Note a)
Amount due to
a non-controlling interest
(Note b)
2011
HK$ million
2010
HK$ million
2011
HK$ million
2010
HK$ million
3
–
26
3
1
25
–
–
94
–
–
94
Substantial shareholder
Directors
Companies controlled by Directors or their associates
Notes:
(a) The sum of transactions with substantial shareholder represented the aggregate gross rental income received from Atlas Corporate
Management Limited, a wholly-owned subsidiary of Lee Hysan Estate Company, Limited, which holds 40.87% (2010: 41.12%) beneficial
interest in the Company.
(b) The sum represents outstanding loan advanced to a non wholly-owned subsidiary of the Group, Barrowgate Limited (“Barrowgate”)
by Mightyhall Limited, a wholly-owned subsidiary of Jebsen and Company Limited, of which Hans Michael JEBSEN is a director and
shareholder, as shareholders’ loan in proportion to its shareholding in Barrowgate for general funding purpose. The amount is unsecured,
interest-free and repayable on demand.
152
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
39. RELATED PARTY TRANSACTIONS AND BALANCES continued
(a) Transactions and balances with related parties continued
The Company has the following balances with its subsidiaries at the end of the reporting period:
Amounts due from subsidiaries
Less: Allowances on amounts due therefrom
Amounts due to subsidiaries
The Company
2011
HK$ million
2010
HK$ million
11,462
(248)
11,214
480
12,919
(248)
12,671
175
Details of amounts due from/to subsidiaries are disclosed in note 25.
(b) Compensation of key management personnel
The remuneration of Directors and other members of key management of the Group and the Company during the year were as
follows:
Directors’ fees, salaries and other short-term employee benefits
Share-based payments
Retirement benefits scheme contributions
2011
HK$ million
2010
HK$ million
27
5
–
32
18
4
–
22
The remuneration of the Directors and key executives is determined by the Remuneration Committee and Chief Executive Officer
respectively having regard to the performance of individuals and market trends.
40. SHARE-BASED PAYMENT TRANSACTIONS
(a) Equity-settled share option schemes
The 1995 Share Option Scheme (the “1995 Scheme”)
The 1995 Scheme was approved by shareholders on 28 April 1995 and had a term of 10 years. It expired on 28 April 2005. As
at 31 December 2011, all options granted under the 1995 Scheme had been exercised.
The purpose of the 1995 Scheme was to strengthen the links between individual staff and shareholder interests.
Under the 1995 Scheme, options to subscribe for ordinary shares of the Company may be granted to employees of the
Company or any of its wholly-owned subsidiaries selected by the Board at its discretion.
The maximum number of shares in respect of which options may be granted under the 1995 Scheme (together with shares
issued and issuable under the scheme) was 3% of the issued share capital of the Company (excluding shares issued pursuant
to the scheme and any other share option scheme) from time to time. The maximum number of shares issued under the
scheme and other scheme will not exceed 10% of the issued share capital of the Company from time to time (excluding shares
issued pursuant to the scheme and any other share option scheme).
153
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
40. SHARE-BASED PAYMENT TRANSACTIONS continued
154
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011 40. SHARE-BASED PAYMENT TRANSACTIONS continued
(c) Movement of share options continued
Name
Date of grant
Exercise
price
HK$
Exercisable
period
(Note a)
Changes during the year
Balance
as at
1.1.2011
Granted
Exercised
Cancelled/
Balance
as at
lapsed 31.12.2011
2005 Scheme continued
Eligible employees
(Note f)
30.3.2006
22.000
30.3.2007
21.250
31.3.2008
21.960
2.5.2008
23.900
2.10.2008
20.106
31.3.2009
13.300
31.3.2010
22.450
31.3.2011
32.000
(Note m)
30.3.2006 –
29.3.2016
30.3.2007 –
29.3.2017
31.3.2008 –
30.3.2018
2.5.2008 –
1.5.2018
2.10.2008 –
1.10.2018
31.3.2009 –
30.3.2019
31.3.2010 –
30.3.2020
31.3.2011 –
30.3.2021
15,000
15,000
78,000
95,000
85,000
363,334
523,000
–
–
–
–
–
–
–
(15,000)
(Note g)
(15,000)
(Note h)
(55,000)
(Note i)
–
–
–
–
–
–
–
23,000
–
95,000
–
85,000
(86,999)
(Note j)
(13,667) 262,668
(Note k)
(37,999)
(Note l)
(44,000) 441,001
(Note k)
– 393,000
–
(23,000) 370,000
(Note k)
3,273,334
713,000 (1,190,997)
(500,668) 2,294,669
Notes:
(a) All options granted have a vesting period of 3 years in equal proportions.
(b) The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$34.25.
(c) The late Chairman, Peter Ting Chang LEE, passed away on 17 October 2009. An extension in time (to 16 January 2011) for exercising
his options was granted to his legal personal representative pursuant to the 2005 Scheme. Share options of 235,000, 173,333 and
166,666, which were granted to him on 6 March 2007, 13 March 2008 and 11 March 2009 respectively, were exercised by the sole
executrix to his estate on 3 January 2011. The unvested share options of 420,001 lapsed on 17 January 2011.
(d) The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$36.60.
(e) The closing price of the shares of the Company immediately before the date of grant (i.e. as of 9 March 2011) was HK$35.70.
(f)
Eligible employees are working under employment contracts that are regarded as “continuous contracts” for the purposes of the
Employment Ordinance.
(g) The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$33.65.
(h) The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$36.25.
(i)
(j)
The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$34.68.
The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$34.98.
(k) The unvested options lapsed during the year upon resignations of certain eligible employees.
(l)
The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$35.06.
(m) The closing price of the shares of the Company immediately before the date of grant (i.e. as of 30 March 2011) was HK$31.95.
Apart from the above, the Company had not granted any share option under the Schemes to any other persons as required to
be disclosed under Rule 17.07 of the Listing Rules.
156
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011
40. SHARE-BASED PAYMENT TRANSACTIONS continued
(c) Movement of share options continued
The following table discloses movements of the Company’s share options held by the Directors and eligible employees in prior
year:
Name
Date of grant
Exercise
price
HK$
Exercisable
period
(Note a)
Changes during the year
Balance
as at
1.1.2010
Granted
Exercised
Cancelled/
Balance
as at
lapsed 31.12.2010
30.3.2005
15.850
30.3.2005 –
29.3.2015
96,000
–
–
–
96,000
1995 Scheme
Executive Director
Wendy Wen Yee YUNG
2005 Scheme
Executive Directors
Peter Ting Chang LEE
(Note b)
6.3.2007
21.380
13.3.2008
21.450
11.3.2009
11.760
Gerry Lui Fai YIM
1.12.2009
22.800
Wendy Wen Yee YUNG
26.6.2006
20.110
Eligible employees
(Note d)
30.3.2007
21.250
31.3.2008
21.960
11.3.2009
11.760
11.3.2010
22.100
(Note c)
30.3.2006
22.000
30.3.2007
21.250
31.3.2008
21.960
2.5.2008
23.900
2.10.2008
20.106
31.3.2009
13.300
31.3.2010
22.450
(Note h)
6.3.2007 –
16.1.2011
13.3.2008 –
16.1.2011
11.3.2009 –
16.1.2011
1.12.2009 –
30.11.2019
26.6.2006 –
25.6.2016
30.3.2007 –
29.3.2017
31.3.2008 –
30.3.2018
11.3.2009 –
10.3.2019
11.3.2010 –
10.3.2020
30.3.2006 –
29.3.2016
30.3.2007 –
29.3.2017
31.3.2008 –
30.3.2018
2.5.2008 –
1.5.2018
2.10.2008 –
1.10.2018
31.3.2009 –
30.3.2019
31.3.2010 –
30.3.2020
235,000
260,000
500,000
218,000
110,000
95,000
100,000
300,000
–
–
–
–
–
–
–
–
– 185,000
23,000
31,000
88,000
95,000
85,000
411,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(8,000)
(Note e)
(16,000)
(Note e)
(10,000)
(Note e)
–
–
– 235,000
– 260,000
– 500,000
– 218,000
– 110,000
–
95,000
– 100,000
– 300,000
– 185,000
–
15,000
–
15,000
–
78,000
–
95,000
–
85,000
(21,666)
(Note f)
(26,000) 363,334
(Note g)
– 529,000
–
(6,000) 523,000
(Note g)
2,647,000 714,000
(55,666)
(32,000) 3,273,334
157
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
40. SHARE-BASED PAYMENT TRANSACTIONS continued
(c) Movement of share options continued
Notes:
(a) All options granted have a vesting period of 3 years in equal proportions.
(b) The late Chairman, Peter Ting Chang LEE, passed away on 17 October 2009. An extension in time (to 16 January 2011) for exercising
his options was granted to his legal personal representative pursuant to the 2005 Scheme. Share options of 235,000, 173,333 and
166,666, which were granted to him on 6 March 2007, 13 March 2008 and 11 March 2009 respectively, were exercised by the sole
executrix to his estate on 3 January 2011. The unvested share options of 420,001 lapsed on 17 January 2011.
(c) The closing price of the shares of the Company immediately before the date of grant (i.e. as of 10 March 2010) was HK$22.40.
(d) Eligible employees are working under employment contracts that are regarded as “continuous contracts” for the purposes of the
Employment Ordinance.
(e) The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$33.40.
(f)
The weighted average closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$28.62.
(g) The options lapsed during the year upon resignations of certain eligible employees.
(h) The closing price of the shares of the Company immediately before the date of grant (i.e. as of 30 March 2010) was HK$22.55.
Apart from the above, the Company had not granted any share option under the Schemes to any other persons as required to
be disclosed under Rule 17.07 of the Listing Rules.
158
Hysan Annual Report 2011Notes to the Financial Statements continuedFor the year ended 31 December 2011 40. SHARE-BASED PAYMENT TRANSACTIONS continued
(d) Fair values of share options
The Group has applied HKFRS 2 “Share-based Payments” to account for its share options granted after 7 November 2002 and
vested after 1 January 2005. In accordance with HKFRS 2, fair value of share options granted to employees determined at
the date of grant is expensed over the vesting period, with a corresponding adjustment to the Group’s share options reserve.
In the current year, the Group recognised the share option expenses of HK$7 million (2010: HK$6 million) in relation to share
options granted by the Company, of which HK$3 million (2010: HK$2 million) related to the Directors (see note 12), with a
corresponding adjustment recognised in the Group’s share options reserve.
The fair values of share options granted by the Company were determined by using Black-Scholes option pricing model
(the “Model”). The Model is one of the commonly used models to estimate the fair value of an option. The variables and
assumptions used in computing the fair value of the share options are based on the management’s best estimate. The value
of an option varies with different variables of a number of subjective assumptions. Any change in the variables so adopted may
materially affect the estimation of the fair value of an option.
The inputs into the Model were as follows:
Date of grant
31.3.2011
10.3.2011
31.3.2010
11.3.2010
Closing share price at the date of grant
Exercise price
Risk free rate (Note a)
Expected life of option (Note b)
Expected volatility (Note c)
Expected dividend per annum (Note d)
Estimated fair values per share option
Notes:
HK$32.000
HK$32.000
2.687%
10 years
34.151%
HK$0.640
HK$12.409
HK$34.000
HK$35.710
2.717%
10 years
34.026%
HK$0.640
HK$12.553
HK$22.450
HK$22.450
2.843%
10 years
35.489%
HK$0.582
HK$8.598
HK$22.100
HK$22.100
2.780%
10 years
35.459%
HK$0.582
HK$8.425
(a) Risk free rate: being the approximate yields of 10-year Exchange Fund Notes traded on the date of grant, matching the expected life of
each option.
(b) Expected life of option: being the period of 10 years commencing on the date of grant, based on management’s best estimates for the
effects of non-transferability, exercise restriction and behavioural consideration.
(c) Expected volatility: being the appropriate historical volatility of closing prices of the shares of the Company in the past 10 years
immediately before the date of grant, matching the expected life of the options of 10 years.
(d) Expected dividend per annum: being the approximate average annual cash dividend for the past 5 financial years.
159
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
1. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s major financial instruments include cash and bank balances, time deposits, principal-protected investments, term
notes, amount due from an associate, accounts receivable, other receivables, equity investments, available-for-sale financial
assets, zero coupon convertible note, accounts payable, accruals, rental deposits from tenants, amounts due to non-controlling
interests, borrowings and derivative financial instruments. The Company’s major financial instruments include cash and bank
balances, time deposits, other receivables, amounts due from/to subsidiaries, other payable and accruals. Details of these
financial instruments are disclosed in respective Notes to the Financial Statements. The risks associated with these financial
instruments and the policies on how to mitigate these risks are set out below. The management manages and monitors these
exposures to ensure appropriate measures are implemented on a timely and effective manner.
(a) Credit risk
The credit risk of the Group or the Company are primarily attributable to rents receivable from tenants, amounts due from
subsidiaries, amount due from an associate, principal-protected investments, derivative financial instruments, zero coupon
convertible note, term notes, time deposits and bank balances. The Group’s and the Company’s maximum exposure to
credit risk which will cause a financial loss to the Group and the Company due to failure to discharge an obligation by the
counterparties and financial guarantees issued by the Company is arising from:
(i)
(ii)
the carrying amount of the respective recognised financial assets as stated in the consolidated and Company’s statement
of financial position; and
the amount of contingent liabilities in relation to financial guarantee issued by the Company as disclosed in note 36 of the
Notes to the Financial Statements section.
For rents receivable from tenants, credit checks are part of the normal leasing process and stringent monitoring procedures are
in place to deal with overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the
end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts.
For derivative financial instruments, zero coupon convertible note, principal-protected investments, term notes, time deposits
and bank balances, the Group and the Company only deal with financial institutions and invest in debt securities issued by
issuers that have strong credit ratings to mitigate counterparty risk. In order to limit exposure to each financial institution and
debt securities issuer, an exposure limit was set with each counterparty according to their credit rating with regular review by
management.
Credit exposure to financial institutions and debt securities issuers are monitored and reported regularly to the management.
The exposure to each counterparty comprised (i) investment value of financial assets (including time deposits, principal-
protected investments and term notes; (ii) net positive value of derivative financial instruments and zero coupon convertible
note and; (iii) potential exposures to derivatives which are based on the remaining term and the notional amount of the
derivative financial instruments. The table below provides a high level summary of the Group’s exposure to each counterparty at
the end of the reporting period.
Category of counterparty
Credit rating of AA- or above
or note issuing banks
Credit rating BBB- to A+
2011
Number of
counterparty
Exposure
HK$ million
2010
Number of
counterparty
Exposure
HK$ million
5
23
180 to 385
1 to 295
5
13
9 to 379
10 to 297
To minimise the credit risk of amounts due from subsidiaries and an associate, the management reviews the recoverable
amount of each individual balance at the end of the reporting period to ensure adequate impairment losses are made for
irrecoverable amounts. Other than concentration of credit risk on amount due from an associate, the Group and the Company
have no significant concentration of credit risk, with exposure spread over a number of counterparties and tenants.
160
Hysan Annual Report 2011Financial Risk ManagementFor the year ended 31 December 2011
1. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES continued
(b) Liquidity risk
The Group and the Company closely monitor their liquidity requirements and the sufficiency of cash and available banking
facilities so as to ensure that the payment obligations are met.
The following table details the remaining contractual maturity of the Group and the Company for their non-derivative financial
liabilities based on the agreed repayment terms. The table has been drawn up based on the undiscounted cash flows of
financial liabilities based on the earliest date on which the Group and the Company are required to pay. The table includes
both interest and principal cash flows. The interest payments are computed using contractual rates or, if floating, based on the
prevailing market rate at the end of the reporting period. For cash flows denominated in currency other than Hong Kong dollars
(“HKD”), the prevailing foreign exchange rates at the end of the reporting period are used to convert the cash flows into HKD.
Total
contractual
Carrying undiscounted
cash flow
amount
Within
1 year or
on demand
More than
5 years
HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million
More than
1 year
but not
exceeding
2 years
More than
2 years
but not
exceeding
5 years
The Group
As at 31 December 2011
Non-derivative financial liabilities
Accounts payable and accruals
Rental deposits from tenants
Amounts due to non-controlling interests
Unsecured bank loans
Floating rate notes
Fixed rate notes
Zero coupon notes
As at 31 December 2010
Non-derivative financial liabilities
Accounts payable and accruals
Rental deposits from tenants
Amounts due to non-controlling interests
Unsecured bank loans
Floating rate notes
Fixed rate notes
Zero coupon notes
(532)
(600)
(327)
(2,840)
(200)
(3,309)
(314)
(532)
(600)
(327)
(2,956)
(208)
(4,040)
(430)
(532)
(170)
(327)
(190)
(3)
(1,482)
–
–
(167)
–
(739)
(3)
(83)
–
–
(230)
–
(2,027)
(202)
(623)
–
–
(33)
–
–
–
(1,852)
(430)
(8,122)
(9,093)
(2,704)
(992)
(3,082)
(2,315)
(433)
(451)
(327)
(1,349)
(200)
(2,750)
(288)
(433)
(451)
(327)
(1,374)
(210)
(3,405)
(430)
(433)
(175)
(327)
(658)
(3)
(155)
–
–
(100)
–
(8)
(2)
(1,460)
–
–
(150)
–
(708)
(205)
(577)
–
–
(26)
–
–
–
(1,213)
(430)
(5,798)
(6,630)
(1,751)
(1,570)
(1,640)
(1,669)
161
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
1. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES continued
(b) Liquidity risk continued
Total
contractual
Carrying undiscounted
cash flow
amount
Within
1 year or
on demand
More than
5 years
HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million
More than
1 year
but not
exceeding
2 years
More than
2 years
but not
exceeding
5 years
The Company
As at 31 December 2011
Non-derivative financial liabilities
Other payable and accruals
Amounts due to subsidiaries
As at 31 December 2010
Non-derivative financial liabilities
Other payable and accruals
Amounts due to subsidiaries
(36)
(480)
(516)
(36)
(480)
(516)
(36)
(480)
(516)
(38)
(175)
(213)
(38)
(175)
(213)
(38)
(175)
(213)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
The following table details the Group’s remaining contractual maturity for its derivative financial instruments. The table has been
drawn up based on the undiscounted net cash inflows (outflows) on the derivative financial instruments that settle on a net
basis and undiscounted gross inflows (outflows) on those derivatives that require gross settlement. When the amount payable
or receivable is not fixed, the amount disclosed has been determined by the prevailing market rate at the end of the reporting
period. For cash flows denominated in currency other than HKD, the prevailing foreign exchange rates at the end of the reporting
period are used to convert the cash flows into HKD.
Total
contractual
Carrying undiscounted
cash flow
amount
Within
1 year or
on demand
More than
5 years
HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million
More than
1 year
but not
exceeding
2 years
More than
2 years
but not
exceeding
5 years
The Group
As at 31 December 2011
Derivative settled net
Interest rate swaps, basis swaps and asset swap
Derivative settled gross
Forward foreign exchange contracts
Outflow
Inflow
Cross currency and net basis swaps
Outflow
Inflow
11
(1)
(12)
98
(13)
6
48
57
(646)
646
(359)
357
(1,883)
1,923
(1,375)
1,404
(210)
212
(205)
217
(77)
77
(303)
302
–
–
–
–
162
Hysan Annual Report 2011Financial Risk Management continuedFor the year ended 31 December 2011
1. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES continued
(b) Liquidity risk continued
Total
contractual
Carrying undiscounted
cash flow
amount
Within
1 year or
on demand
More than
5 years
HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million
More than
1 year
but not
exceeding
2 years
More than
2 years
but not
exceeding
5 years
As at 31 December 2010
Derivative settled net
Interest rate swaps and basis swaps
Derivative settled gross
Forward foreign exchange contracts
Outflow
Inflow
Cross currency and net basis swaps
Outflow
Inflow
3
1
36
114
3
(3)
41
73
(171)
171
(156)
156
(15)
15
–
–
(1,805)
1,866
(28)
70
(1,374)
1,391
(403)
405
–
–
–
–
At the end of the reporting period, the Company has no derivative financial instruments.
(c) Interest rate risk
The Group manages its interest rate exposure by assessing the potential impact on the Group’s financial position arising from
any interest rate movements based on interest rate level and outlook. The management will review the proportion of borrowings
in fixed rates and floating rates and ensure that they are within an appropriate range. Accordingly, the Group used (i) interest
rate swaps to hedge the interest rate risk of the Group’s floating rate bank loans; and (ii) cross currency swaps and interest
rate swaps to hedge the interest rate risk of certain amounts of the Group’s fixed rate notes. The Group reviews the continuing
effectiveness of hedging instruments at least at the end of the reporting period and until the hedging instrument expires or is
terminated or the hedge no longer meets the criteria for hedge accounting. The Group mainly used comparison of change in fair
value of the hedging instruments and the hedged items attributable to the hedged risk for assessing the hedging effectiveness.
As at 31 December 2011, about 54.8% (2010: 53.6%) of the Group’s gross debts was effectively on a floating rate basis.
The ratio could be adjusted according to views about changes in the interest rate trend going forward. In addition, the Group is
exposed to (i) cash flow interest rate risk as the interest income derived from time deposits and bank balances is subject to
interest rate changes; and (ii) fair value interest rate risk in relation to its fixed-rate debt securities. Other than the concentration
of interest rate risk related to the movements in Hong Kong Interbank Offered Rate, the Group has no significant concentration
of interest rate risk.
Sensitivity analysis
The sensitivity analysis below has been determined assuming that the change in interest rates had occurred at the end of the
reporting period and had been applied to both derivative and non-derivative financial instruments that would have affected the
profit or loss and equity. A change of +100 and -5 basis points (“bps”) (2010: +100 and -5 bps) was applied to the HKD and US
dollars (“USD”) yield curves at the end of the reporting period. For the Australian dollars (“AUD”) yield curve, a change of +100
and -100 bps (2010: nil) was applied. The applied change of bps represented management’s assessment of the reasonably
possible change in interest rates based on the current market conditions. For the HKD and USD yield curve, the increase in
positive change reflected potential interest rate increase in 2012 and the decrease in negative change is due to the low level
of prevailing market interest rates at the end of the reporting period. For the AUD yield curve, the change reflected potential
interest rate increase or decrease in 2012.
In management’s opinion, the sensitivity analysis is unrepresentative of the interest rate risk as the year end exposure does not
reflect the exposure during the year.
163
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
1. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES continued
(c) Interest rate risk continued
As at 31 December 2011
As at 31 December 2010
The Group
Increase (decrease) in
profit or loss
Increase (decrease) in
equity
bps increase
HK$ million
bps decrease
HK$ million
bps increase
HK$ million
bps decrease
HK$ million
(6)
(13)
–
1
18
21
–
(1)
(d) Currency risk
The Group aims to minimise its currency risk and does not speculate in currency movements. The majority of the Group’s
assets are located and all rental income are derived in Hong Kong, and denominated in HKD. At the end of the reporting period,
the Group has the following monetary assets and monetary liabilities denominated in AUD, Renminbi (“RMB”) and USD.
Assets
Time deposits
Principal-protected investments
Term notes
Liabilities
Unsecured bank loans
Fixed rate notes
2011
2010
The Group
AUD million
RMB million
US$ million
Total
equivalent
to
HK$ million
Total
equivalent
to
HK$ million
US$ million
–
–
–
–
37
–
37
167
–
150
317
–
–
–
–
39
21
60
26
174
200
204
300
347
851
490
1,357
1,847
–
30
34
64
51
174
225
–
233
263
496
399
1,356
1,755
At the end of the reporting period, all of the Company’s assets and liabilities were denominated in HKD.
Other than concentration of currency risk of the above items denominated in AUD, RMB and USD, the Group and the Company
have no other significant currency risk.
The Group has entered into appropriate hedging instruments, mentioned in note 23 of the Notes to the Financial Statements
section, to hedge against part of the potential currency risk of the above items. The Group reviews the continuing effectiveness
of hedging instruments at least at the end of the reporting period and until the hedging instrument expires or is terminated or
the hedge no longer meets the criteria for hedge accounting.
Sensitivity analysis
The sensitivity analysis below has been determined assuming that a change in exchange rate had occurred at the end of the
reporting period and had been applied to both derivative and non-derivative financial instruments that would have affected
the profit or loss and equity. A change of 500 percentage in points (“pips”) (2010: 500 pips) was applied to the HKD:RMB
and HKD:USD spot and forward rates while a change of 5,000 pips (2010: nil) was applied to the HKD:AUD spot and forward
rates at the end of the reporting period. The applied change of pips represented management’s assessment of the reasonably
possible change in foreign exchange rates.
164
Hysan Annual Report 2011Financial Risk Management continuedFor the year ended 31 December 2011
1. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES continued
(d) Currency risk continued
As at 31 December 2011
– AUD
– RMB
– USD
As at 31 December 2010
– USD
The Group
Increase (decrease) in
profit or loss
Increase (decrease) in
equity
pips increase
HK$ million
pips decrease
HK$ million
pips increase
HK$ million
pips decrease
HK$ million
–
8
(2)
3
–
(8)
2
(3)
–
–
1
–
–
–
(1)
–
(e) Equity price risk
The Group is exposed to equity price risks in relation to its equity investments and available-for-sale investments in listed
securities which are measured at fair value at the end of the reporting period with reference to the listed share price. The
management will monitor the price movements and takes appropriate actions when it is required.
Sensitivity analysis
The sensitivity analysis below has been determined assuming that a change in the corresponding equity prices had occurred
at the end of the reporting period and had been applied to the investments that would have affected the equity. A change of
25% (2010: 25%) in stock prices was applied at the end of the reporting period. The applied change of percentage represented
management’s assessment of the reasonably possible change in stock prices.
As at 31 December 2011
As at 31 December 2010
The Group
Increase (decrease) in
equity
25%
increase
HK$ million
25%
decrease
HK$ million
247
287
(247)
(287)
165
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
2. CATEGORIES OF FINANCIAL INSTRUMENTS
Financial assets
Fair value through profit or loss (“FVTPL”)
– financial assets measured at FVTPL
– designated as at FVTPL
– held for trading
Derivative instruments under hedge accounting
Fair value through other comprehensive income (“FVTOCI”)
Held-to-maturity investments
Available-for-sale financial assets
Amortised cost (including cash and cash equivalents)
Loans and receivables (including
cash and cash equivalents)
Financial liabilities
FVTPL
– held for trading
Derivative instruments under hedge accounting
Amortised cost
The Group
The Company
2011
HK$ million
2010
HK$ million
2011
HK$ million
2010
HK$ million
702
–
–
67
989
–
–
3,447
–
5,205
12
57
7,522
7,591
–
462
38
54
–
216
1,152
–
2,356
4,278
4
48
5,347
5,399
2
–
–
–
–
–
–
–
–
–
–
–
–
–
2
–
11,710
11,712
13,256
13,258
–
–
516
516
–
–
213
213
3. FAIR VALUE
The fair value of financial assets and financial liabilities are determined as follows:
•
•
•
the fair value of listed investments traded in active liquid markets are determined with reference to the published price
quotations;
the fair value of financial assets and financial liabilities (excluding derivative instruments) are based on quoted prices from
independent financial institutions or determined in accordance with generally accepted pricing models based on discounted
cash flow analysis using prices from observable current market transactions; and
the fair value of derivative instruments are based on quoted prices from independent financial institutions or calculated
using discounted cash flow analysis based on the applicable yield curve derived from quoted interest rates and based on
the quoted spot and forward foreign exchange rates or calculated using an option pricing model based on quoted share
prices, time to maturity, volatility and interest rates.
The Directors consider that the carrying amounts of financial assets and financial liabilities measured at amortised costs in the
consolidated and the Company’s financial statements approximate their fair values, except for the carrying amount of HK$3,309
million (2010: HK$2,750 million) fixed rate notes as stated in note 30 of the Notes to the Financial Statements section with
fair value of HK$3,484 million (2010: HK$2,787 million).
166
Hysan Annual Report 2011Financial Risk Management continuedFor the year ended 31 December 2011
3. FAIR VALUE continued
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair
value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.
•
•
Level 1: fair value measurements are those derived from quoted prices (unadjusted) in active market for identical assets.
Level 2: fair value measurements are those derived from inputs other than quoted prices included with Level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
•
Level 3: fair value measurements are those derived from valuation techniques that include inputs for the asset or liability
that are not based on observable market data (unobservable inputs).
Level 1
HK$ million
Level 2
HK$ million
Level 3
HK$ million
Total
HK$ million
2011
Financial assets
Derivatives under hedge accounting
Forward foreign exchange contracts
Interest rate swaps
Financial assets at FVTPL
Principal-protected investments
Unlisted club debentures
Zero coupon convertible note
Financial assets at FVTOCI
Listed equity securities
Unlisted equity securities (Note a)
Total
Financial liabilities
Derivatives under hedge accounting
Forward foreign exchange contracts
Cross currency swaps
Interest rate swaps
Other derivatives classified as held for trading
(not under hedge accounting)
Net basis swaps
Asset swap (Note b)
Total
Notes:
–
–
–
–
70
988
–
1,058
–
–
–
–
–
–
1
66
630
2
–
–
–
699
2
10
45
2
–
59
–
–
–
–
–
–
1
1
–
–
–
–
10
10
1
66
630
2
70
988
1
1,758
2
10
45
2
10
69
(a) The carrying amounts of the unlisted equity securities approximated their fair values of HK$3 million as at 1 January 2011. During the
year ended 31 December 2011, net fair value losses of HK$2 million, which would have been recognised as impairment losses in profit
or loss under Hong Kong Accounting Standard 39, have been recognised as other comprehensive expense. The fair value measurements
of the Group’s unlisted equity securities are grouped into Level 3, which are derived from valuation techniques that include inputs for the
assets that are not based on observable market data (unobservable inputs).
(b) The Group newly entered an asset swap with notional amount of HK$60 million. During the year ended 31 December 2011, the unrealised
fair value loss of HK$10 million is included in other gains and losses.
There were no transfers between Levels 1 and 2 for both years.
167
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
3. FAIR VALUE continued
Financial assets
Derivatives under hedge accounting
Forward foreign exchange contracts
Cross currency swaps
Interest rate swaps
Basis swaps
Other derivatives classified as held for trading
(not under hedge accounting)
Cross currency swaps
Financial assets designated as at FVTPL
Principal-protected investments
Available-for-sale financial assets
Listed equity securities
Unlisted club debentures
Total
Financial liabilities
Derivatives under hedge accounting
Interest rate swaps
Other derivatives classified as held for trading
(not under hedge accounting)
Net basis swaps
Total
There were no transfers between Levels 1 and 2 for both years.
Level 1
HK$ million
2010
Level 2
HK$ million
Total
HK$ million
–
–
–
–
–
–
1,147
–
1,147
–
–
–
1
2
50
1
38
1
2
50
1
38
462
462
–
2
556
48
4
52
1,147
2
1,703
48
4
52
168
Hysan Annual Report 2011Financial Risk Management continuedFor the year ended 31 December 2011
4. CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that the Group will be able to continue as a going concern while maximising the return
to stakeholders through the optimisation of the debt and equity balance. The Group’s overall strategy remains unchanged from
prior year.
The Group monitors its capital structure on the basis of a net debt to equity ratio. For this purpose, the Group defines net debt
as borrowings as shown in the consolidated statement of financial position less time deposits and cash and bank balances.
The management reviews the Group’s net debt to equity ratio regularly and adjust the ratio through the payment of dividends,
the issue of new share or debt, the repurchase of shares and the redemption of existing debt.
The net debt to equity ratio at the year end was as follows:
Unsecured bank loans
Floating rate notes
Fixed rate notes
Zero coupon notes
Borrowings
Less: Time deposits
Cash and bank balances
Net debt
Equity attributable to owners of the Company
Net debt to equity
The Group
2011
HK$ million
2010
HK$ million
2,840
200
3,309
314
6,663
(2,899)
(62)
3,702
1,349
200
2,750
288
4,587
(1,930)
(63)
2,594
48,753
40,677
7.6%
6.4%
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.
169
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
For the year ended 31 December
Results
Turnover
Property expenses
Gross profit
Investment income
Other gains and losses
Administrative expenses
Finance costs
Change in fair value of investment properties
Share of results of associates
Profit before taxation
Taxation
Profit for the year
Non-controlling interests
Profit attributable to owners of the Company
Underlying profit for the year
Recurring underlying profit for the year
Dividends
Dividends paid
Dividends proposed
Dividends per share (HK cents)
Earnings per share (HK$), based on:
Profit for the year
– basic
– diluted
Underlying profit for the year – basic
Recurring underlying profit for the year – basic
Performance indicators
Net debt to equity
Net interest coverage (times)
Net assets value per share (HK$)
Net debt per share (HK$)
Year end share price (HK$)
2011
HK$ million
2010
HK$ million
As restated
2009
HK$ million
(Note)
As restated
2008
HK$ million
(Note)
As restated
2007
HK$ million
(Note)
1,922
(262)
1,660
90
(34)
(173)
(122)
7,532
254
9,207
(217)
8,990
(445)
8,545
1,310
1,310
791
678
79.00
8.08
8.08
1.24
1.24
7.6%
12.3x
46.00
3.49
25.50
1,764
(250)
1,514
49
(42)
(140)
(117)
2,594
394
4,252
(201)
4,051
(207)
3,844
1,148
1,148
714
632
74.00
3.65
3.65
1.09
1.09
6.4%
14.0x
38.61
2.46
36.60
1,680
(235)
1,445
38
(3)
(133)
(131)
1,249
768
3,233
(189)
3,044
(130)
2,914
1,113
1,110
709
567
68.00
2.79
2.79
1.06
1.06
5.1%
11.7x
35.42
1.82
22.05
1,638
(217)
1,421
63
146
(134)
(155)
(212)
590
1,719
(237)
1,482
(118)
1,364
1,201
1,066
644
562
68.00
1.31
1.31
1.16
1.03
5.9%
10.2x
33.44
1.96
12.52
1,368
(208)
1,160
98
302
(106)
(175)
3,131
452
4,862
(205)
4,657
(190)
4,467
1,158
950
549
498
60.00
4.24
4.24
1.10
0.90
6.8%
7.8x
33.94
2.29
22.25
170
At 31 December
Assets and liabilities
Investment properties
Interests in associates
Equity investments
Available-for-sale investments
Time deposits, cash and bank balances
Other assets
Total assets
Borrowings
Taxation
Other liabilities
Total liabilities
Net assets
Non-controlling interests
Shareholders’ funds
Note:
2011
HK$ million
2010
HK$ million
As restated
2009
HK$ million
(Note)
As restated
2008
HK$ million
(Note)
As restated
2007
HK$ million
(Note)
49,969
3,423
989
–
2,961
2,026
40,833
3,153
–
1,152
1,993
1,423
37,363
2,886
–
1,002
1,984
807
35,850
2,340
–
1,022
1,015
1,493
35,711
1,601
–
2,479
484
789
59,368
48,554
44,042
41,720
41,064
(6,663)
(433)
(1,528)
(4,587)
(387)
(1,263)
(3,891)
(342)
(1,077)
(3,751)
(620)
(1,076)
(2,861)
(565)
(1,001)
(8,624)
(6,237)
(5,310)
(5,447)
(4,427)
50,744
(1,991)
42,317
(1,640)
38,732
(1,516)
36,273
(1,462)
36,637
(1,423)
48,753
40,677
37,216
34,811
35,214
The figures for the years 2007 to 2009 have been restated to reflect the prior year adjustments arising from (i) reclassification of leasehold
land that qualifies for finance lease from prepaid lease payments to property, plant and equipment in accordance with the amendments to HKAS
17 “Leases”; and (ii) recognition of deferred taxation in respect of revalued investment properties that have been presumed to be recovered
through sale in accordance with the amendments to HKAS 12 “Income Taxes”.
Definitions:
(1) Underlying profit for the year: profit adjusted for group’s share of unrealised fair value changes on investment properties
(2) Recurring underlying profit for the year: underlying profit adjusted for items that are non-recurring in nature (such as gains or losses on
disposal of long-term assets; impairment or its reversal; and tax provision for prior years)
(3) Net debt to equity: borrowings less short-term investments, time deposits, cash and bank balances divided by shareholders’ funds
(4) Net interest coverage: gross profit less administrative expenses before depreciation divided by net interest expenses
(5) Net assets value per share: shareholders’ funds divided by number of issued shares at year end
(6) Net debt per share: borrowings less short-term investments, time deposits and cash and bank balances divided by number of issued
shares at year end
171
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverview
To the Board of Directors
Hysan Development Company Limited
Dear Sirs,
Annual Revaluation of Investment Properties as at 31 December 2011
In accordance with your appointment of Knight Frank Petty Limited to value the investment properties in Hong Kong owned by
Hysan Development Company Limited and its subsidiaries, we are pleased to advise that the market value of the investment
properties as at 31 December 2011 was in the approximate sum of Hong Kong Dollars Forty Nine Billion Nine Hundred and
Sixty Nine Million Only (i.e. HK$49,969 million).
The investment properties have been valued individually, on market value basis, by reference to comparable market transactions
and on the basis of capitalisation of the net income with due allowance for the reversionary income and redevelopment
potential, without allowances for any expenses or taxation which may be incurred in effecting a sale.
For the investment properties under redevelopment, residual method of valuation was adopted. The valuation was mainly arrived
at by reference to sales or rental evidences as available on the market to determine the value of the proposed development
as if it were completed as at the date of valuation. All the costs of the development, namely the cost of construction, cost of
finance, professional fees, marketing costs and an allowance of the profit required for the development were then deducted
from the completion value of the proposed development to derive the market value of the property as at the date of valuation.
Yours faithfully,
Knight Frank Petty Limited
Hong Kong, 13 February 2012
172
Hysan Annual Report 2011Report of the Valuer INVESTMENT PROPERTIES
Address
Lot No.
1. The Lee Gardens
33 Hysan Avenue
Causeway Bay
Hong Kong
Sec. DD of I.L. 29, Sec. L of I.L. 457,
Sec. MM of I.L. 29,
the R.P. of Sec. L of I.L. 29,
and the R.P. of I.L. 457
Use
Category
of the Lease
Percentage
held by
the Group
Commercial
Long lease
100%
2. Bamboo Grove
I.L. 8624
Residential
Medium term
100%
74-86 Kennedy Road
Mid-Levels
Hong Kong
3. Lee Gardens Two
28 Yun Ping Road
Causeway Bay
Hong Kong
4. Leighton Centre
77 Leighton Road
Causeway Bay
Hong Kong
5. Lee Theatre Plaza
99 Percival Street
Causeway Bay
Hong Kong
6. Sunning Plaza
10 Hysan Avenue
Causeway Bay
Hong Kong
7. Sunning Court
8 Hoi Ping Road
Causeway Bay
Hong Kong
8. One Hysan Avenue
1 Hysan Avenue
Causeway Bay
Hong Kong
9. 18 Hysan Avenue
18 Hysan Avenue
Causeway Bay
Hong Kong
lease
Commercial
Long lease
65.36%
Sec. G of I.L. 29,
Sec. A, O, F and H of I.L. 457,
the R.P. of Sec. C, D, E and G of I.L. 457,
Subsec. 1 of Sec. C, D, E and G of I.L. 457,
Subsec. 2 of Sec. E of I.L. 457 and
Subsec. 1, 2, 3 and
the R.P. of Sec. C of I.L. 461
Sec. B, C and the R.P. of I.L. 1451
Commercial
Long lease
100%
I.L. 1452, the R.P. of I.L. 472 and 476
Commercial
Long lease
100%
The R.P. of Subsec. 1 of Sec. J of I.L. 29,
Subsec. 2 of Sec. J of I.L. 29
and the R.P. of Sec. J of I.L. 29
The R.P. of Subsec. 1 of Sec. J of I.L. 29,
Subsec. 2 of Sec. J of I.L. 29
and the R.P. of Sec. J of I.L. 29
Commercial
Long lease
100%
Residential
Long lease
100%
The R.P. of Sec. GG of I.L. 29
Commercial
Long lease
100%
Sec. N of I.L. 457 and Sec. LL of I.L. 29
Commercial
Long lease
100%
173
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverviewSchedule of Principal PropertiesAt 31 December 2011
INVESTMENT PROPERTIES continued
Address
Lot No.
Use
Category
of the Lease
Percentage
held by
the Group
10. 111 Leighton Road
111 Leighton Road
Causeway Bay
Hong Kong
11. Hysan Place*
500 Hennessy Road
Causeway Bay
Hong Kong
Sec. KK of I.L. 29
Commercial
Long lease
100%
Sec. FF of I.L. 29 and
the R.P. of Marine Lot 365
Commercial
Long lease
100%
*
The property (the site of the former Hennessy Centre) is currently under redevelopment. The site has a registered site area of
approximately 47,738 square feet. The redevelopment has a projected gross floor area of around 710,000 square feet and is expected to
be open in August 2012.
174
Hysan Annual Report 2011Schedule of Principal Properties continuedAt 31 December 2011
SHARE CAPITAL
At 31 December 2011
Number of
Ordinary Shares
HK$
Nominal Value
HK$
Authorised share capital
Issued and fully paid-up capital
7,250,000,000 1,450,000,000
5,298,772,075 1,059,754,415
5
5
There was one class of ordinary shares of HK$5 each with equal voting rights.
DISTRIBUTION OF SHAREHOLDINGS
(At 31 December 2011, as per register of members of the Company)
Size of registered
shareholdings
5,000 or below
5,001 – 50,000
50,001 – 100,000
100,001 – 500,000
500,001 – 1,000,000
Above 1,000,000
Total
Number of
shareholders
% of
shareholders
Number of
ordinary shares
% of the issued
share capital
(Note)
2443
933
86
61
4
18
3,545
4,411,652
68.91
14,438,895
26.32
6,600,037
2.43
12,119,908
1.72
0.11
2,350,306
0.51 1,019,833,617
0.42
1.36
0.62
1.14
0.22
96.24
100.00
1,059,754,415
100.00
TYPES OF SHAREHOLDERS
(At 31 December 2011, as per register of members of the Company)
Type of shareholders
Number of
ordinary shares held
% of the issued
share capital
(Note)
Lee Hysan Company Limited, Lee Hysan Estate Company, Limited and their subsidiaries
Other corporate shareholders
Individual shareholders
433,130,735
584,214,190
42,409,490
40.87
55.13
4.00
Total
1,059,754,415
100.00
LOCATION OF SHAREHOLDERS
(At 31 December 2011, as per register of members of the Company)
Location of shareholders
Hong Kong
United States and Canada
United Kingdom
Others
Total
Note:
Number of
ordinary shares held
% of the issued
share capital
(Note)
1,052,116,459
4,293,261
3,103,966
240,729
99.28
0.41
0.29
0.02
1,059,754,415
100.00
The percentages have been compiled based on the total number of shares of the Company in issue as at 31 December 2011
(i.e. 1,059,754,415 ordinary shares).
175
Hysan Annual Report 2011Strategy in ActionCorporate GovernanceFinancial Statements and ValuationOverviewShareholding Analysis
FINANCIAL CALENDAR
Full year results announced
Closure of register of members for Annual General Meeting
Annual General Meeting
Ex-dividend date for final dividend
Closure of register of members and record date for final dividend
Dispatch of scrip dividend circular and election form
Dispatch of final dividend warrants/definitive share certificates
2012 interim results to be announced
* subject to change
8 March 2012
11 to 14 May 2012
14 May 2012
16 May 2012
18 May 2012
(on or about) 24 May 2012
(on or about) 14 June 2012
7 August 2012*
DIVIDEND
The Board recommends the payment of a final dividend of
HK64 cents per share. Subject to shareholder approval, the
final dividend will be payable in cash with a scrip dividend
alternative to shareholders on the register of members as
at Friday, 18 May 2012. The scrip dividend alternative is
conditional upon the granting by the Listing Committee of
The Stock Exchange of Hong Kong Limited of the listing
of and permission to deal in the new shares to be issued
pursuant thereto.
The register of members will be closed from Friday, 11 May
2012 to Monday, 14 May 2012, both dates inclusive, for
the purpose of determining shareholders’ entitlement to
attend and vote at the Annual General Meeting to be held
on 14 May 2012, during which period no transfer of shares
will be registered. In order to qualify for attending and voting
at the Annual General Meeting, all transfer documents
accompanied by the relevant share certificates must be
lodged with the Company’s Registrars not later than 4:00 p.m.
on Thursday, 10 May 2012.
The register of members will also be closed on Friday,
18 May 2012, for the purpose of determining shareholders’
entitlement to the proposed final dividend, during which
period no transfer of shares will be registered. In order to
qualify for the proposed final dividend, all transfer documents
accompanied by the relevant share certificates must be
lodged with the Company’s Registrars not later than 4:00 p.m.
on Thursday, 17 May 2012.
A circular containing details of the scrip dividend and the
form of election will be mailed to shareholders on or about
Thursday, 24 May 2012. Shareholders who elect for the scrip
dividend, in lieu of the cash dividend, in whole or in part,
shall return the form of election to the Company’s Registrars
on or before Friday, 8 June 2012.
Definitive share certificates in respect of the scrip dividend
and cheques (for those shareholders who do not elect for
scrip dividend) will be dispatched to shareholders on or
about Thursday, 14 June 2012.
SHARE LISTING
Hysan’s shares are listed on The Stock Exchange of Hong
Kong Limited. It has a sponsored American Depositary
Receipts (ADR) Programme in the New York market.
STOCK CODE
The Stock Exchange of Hong Kong Limited: 00014
Bloomberg: 14HK
Reuters: 0014.HK
Ticket Symbol for ADR Code: HYSNY
CUSIP reference number: 449162304
SHAREHOLDER SERVICES
For enquiries about share transfer and registration, please
contact the Company’s Registrars:
Tricor Standard Limited
26/F., Tesbury Centre,
28 Queen’s Road East,
Wanchai, Hong Kong
Telephone: (852) 2980 1768
Facsimile: (852) 2861 1465
Holders of the Company’s ordinary shares should notify the
Registrars promptly of any change of their address.
The Annual Report is printed in English and Chinese
language and is available on our website at www.hysan.com.hk.
Shareholders may at any time choose to receive the Annual
Report in printed form in either the English or Chinese
language or both or by electronic means. Shareholders who
have chosen to receive the Annual Report using electronic
means and who for any reason have difficulty in receiving
or gaining access to the Annual Report will promptly upon
request be sent a printed copy free of charge.
Shareholders may at any time change their choice of the
language or means of receipt of the Annual Report by notice
in writing to the Company’s Registrars at the address above.
The Change Request Form may be downloaded from the
Company’s website at www.hysan.com.hk.
INVESTOR RELATIONS
For enquiries relating to investor relations, please email to
investor@hysan.com.hk or write to the Company at:
Investor Relations
Hysan Development Company Limited
49/F. (Reception: 50/F.), The Lee Gardens
33 Hysan Avenue
Hong Kong
Telephone: (852) 2895 5777
Facsimile: (852) 2577 5153
OUR wEBSITE
Press releases and other information of the Group can be
found at our internet website: www.hysan.com.hk.
g
n
u
e
h
C
l
e
a
h
c
i
M
:
y
h
p
a
r
g
o
t
o
h
p
e
g
a
p
e
m
e
h
t
d
n
a
r
e
v
o
C
176
Hysan Annual Report 2011Shareholder Information
It is not just our quality assets
that make Hysan special.
It is the team behind.
Hysan employees participate in a dragon dance
team-building exercise on the Company Day 2012 with
the theme “Together We Can Take the Lead”. A strongly
committed team gears up for the Hysan Place opening.
H
y
s
a
n
D
e
v
e
l
o
p
m
e
n
t
C
o
m
p
a
n
y
L
i
m
i
t
e
d
A
n
n
u
a
l
R
e
p
o
r
t
2
0
1
1
Hysan Development Company Limited
49/F The Lee Gardens
33 Hysan Avenue, Hong Kong
T 852 2895 5777 F 852 2577 5153
www.hysan.com.hk
C M Y
K
A BETTER
FUTURE TODAY
Annual Report 2011
stock code 00014