WINSOR PROPERTIES HOLDINGS LIMITED … Annual Report.pdfWINSOR PROPERTIES HOLDINGS LIMITED (Incorporated under the laws of the Cayman Islands with limited liability) Corporate Information

WINSOR PROPERTIES HOLDINGS LIMITED (Incorporated under the laws of the Cayman Islands with limited liability)

Corporate Information

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Board of Directors CHENG Wai Chee, Christopher, JP #+ Chairman CHOW Wai Wai, John Managing Director Lord SANDBERG, Michael Graham Ruddock, CBE

LANGLEY, Christopher Patrick, OBE #

HO Fook Hong, Ferdinand #

CHENG Wai Sun, Edward +

TANG Ming Chien, Manning GILES, Paul Francis LAM Woon Bun

CHEN CHOU Mei Mei, Vivien

CHUNG Hon Sing, John CHOW Wei Lin

Independent Non-Executive Director Non-Executive Director

#Member of Audit Committee +Alternate: AU Hing Lun, Dennis Company Secretary CHIANG Yuet Wah, Connie, FCS, FCIS Auditors PricewaterhouseCoopers Solicitors Knight & Ho Bankers The Hongkong and Shanghai Banking Corporation Limited The Bank of Tokyo-Mitsubishi, Limited Dah Sing Bank, Limited Liu Chong Hing Bank Limited CITIC Ka Wah Bank Limited United Overseas Bank Limited

Registered Office P. O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. Principal Place of Business 2nd Floor, East Ocean Centre, 98 Granville Road, Tsimshatsui East, Kowloon, Hong Kong. Telephone: (852) 2731 1888 Fax: (852) 2810 1199 Website: http://www.winsorprop.com Hong Kong Share Registrars and Transfer Office Computershare Hong Kong Investor Services Limited,

(formerly known as Central Registration Hong Kong Limited) Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Telephone: (852) 2862 8628 Fax: (852) 2529 6087 Website: http://www.computershare.com


Directors’ Profile

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Executive Directors: Mr. CHOU Wen Hsien, JP, aged 81, is the former Chairman of the Company. He is also a co-founder, Chairman and Managing Director of Winsor Industrial Corporation, Limited. Mr. Chou has more than 40 years of experience in the property, textile, clothing, food, insurance and retailing businesses. He is the Chairman of the Board of Trustees of the New Asia College and its representative on the Council of The Chinese University of Hong Kong. He has held executive and advisory posts in various charitable institutions. He is Chairman of both the Chou’s Foundation and the Winsor Education Foundation set up with the object of promoting and sponsoring the advancement of education, and have provided assistance to many local students to further their studies. Mr. Chou is also the President of The Hong Kong Association of Health Care Limited, a non-profit making institution aiming at the promotion of medical and health care knowledge amongst the general public. Mr. Chou is a brother of Mr. Chow Chung Kai, the father of Mrs. Chen Chou Mei Mei, Vivien and the father-in-law of Mr. Paul Francis Giles. Mr. Chou resigned as a Director of the Company with effect from the close of the annual general meeting held on 15 August 2001. Mr. CHOW Chung Kai, JP, aged 77, is the former Managing Director of the Company. He is a co-founder and a Deputy Managing Director of Winsor Industrial Corporation, Limited, Vice-Chairman of Dah Sing Financial Holdings Limited and a director of Dah Sing Bank, Limited. Mr. Chow has over 40 years of experience in the property, textile and clothing businesses. He has played an active role in various trade associations and has also served as member of the Cotton Advisory Board, the Textile Advisory Board, the Industry Advisory Board, the Hong Kong Export Credit Insurance Corporation Advisory Board, and the Securities Commission. He is a brother of Mr. Chou Wen Hsien and the father of Mr. Chow Wai Wai, John and Mr. Chow Wei Lin. Mr. Chow resigned as a Director of the Company with effect from the close of the annual general meeting held on 15 August 2001. Mr. CHOW Ming Shan, aged 81, was appointed Director of the Company in September 1996. He has over 40 years of experience in the textile business, and has served as a member of the Textile Advisory Board. He is also a director of Winsor Industrial Corporation, Limited. Mr. Chow retired by rotation and did not stand for re-election at the last Annual General Meeting of the Company held on 15 August 2001. Mr. TANG Hung Yuan, aged 82, was appointed Director of the Company in October 1996. He is also a director of Winsor Industrial Corporation, Limited since 1979. Mr. Tang has over 40 years of experience in the textile and knitwear businesses. He is the father of Mr. Tang Ming Chien, Manning. Mr. Tang retired by rotation and did not stand for re-election at the last Annual General Meeting of the Company held on 15 August 2001.

Mr. CHOW Wai Wai, John, aged 53, was appointed Director of the Company in October 1996 and appointed Managing Director of the Company in August 2001. He graduated with a Bachelor of Arts (Economics) degree from the University of British Columbia. He is also a Deputy Managing Director of Winsor Industrial Corporation, Limited and a director of Dah Sing Financial Holdings Limited. He has over 20 years of experience in the property, textile and clothing businesses, and has served as Chairman of the Hong Kong Garment Manufacturers Association and a member of the Textile Advisory Board of the Hong Kong Government. He is the son of Mr. Chow Chung Kai and the brother of Mr. Chow Wei Lin. Mr. LAM Woon Bun, aged 51, was appointed Director of the Company in September 1996. He is also a director of Winsor Industrial Corporation, Limited. He graduated with a Bachelor of Social Sciences degree from the University of Hong Kong and is a fellow of the Hong Kong Institute of Company Secretaries and of the Institute of Chartered Secretaries and Administrators. He has over 20 years of experience in accounting and finance. Mrs. CHEN CHOU Mei Mei, Vivien, aged 53, was appointed Director of the Company in October 1996. She graduated with a Bachelor of Arts degree from the University of Colorado in the US and has over 15 years’ experience in investments, in particular, property related investments. She is also a director of a number of companies in Hong Kong and abroad. She is the daughter of Mr. Chou Wen Hsien. Mr. CHUNG Hon Sing, John, aged 61, was appointed Director of the Company in October 1996. He graduated from the University of Hong Kong with a Bachelor of Arts degree and later from the Michigan State University in the US with a Master degree in Business Administration. Mr. Chung has been involved in property development in both Hong Kong and Mainland China since the 1970’s. Mr. CHOW Wei Lin, aged 37, joined the Group in 1996 and was appointed Director of the Company in August 2001. He is currently responsible for the Group’s leasing and estate management operations in Hong Kong. He has over 10 years of experience in the property, garment and electronics business. He is the son of Mr. Chow Chung Kai and the brother of Mr. Chow Wai Wai, John.

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Independent Non-Executive Directors: Lord SANDBERG, Michael Graham Ruddock, CBE, aged 75, was appointed Independent Non-Executive Director of the Company in October 1996. He also served as non-executive director of Winsor Industrial Corporation, Limited from 1969 to 1977 and was re-appointed in January 1987. Lord Sandberg is a former Chairman of The Hongkong and Shanghai Banking Corporation Limited and has served as a member of the Executive Council of the Hong Kong Government and on various public bodies in Hong Kong. He holds directorships in a number of listed and public companies in Hong Kong and the US. He also serves as an independent non-executive director of Winsor Industrial Corporation, Limited. Mr. LANGLEY, Christopher Patrick, OBE, aged 57, was appointed Independent Non-Executive Director of the Company in October 1996. He is also the Chairman of the Audit Committee of the Board of Directors of the Company. Mr. Langley was an Executive Director of The Hongkong and Shanghai Banking Corporation Limited and holds directorships in several listed companies in Hong Kong. Mr. CHOW Pai Ying, aged 78, was appointed Independent Non-Executive Director of the Company in December 1998. He was also a member of the Audit Committee of the Board of Directors of the Company. He holds a Doctor of Philosophy degree in Business Administration from the Clayton University, a Master of Business Administration degree from the Pacific Western University, U.S.A., Professional Chinese Law Diploma of the China University of Political Science and Law, Chinese Law Certificate of the China Law Society, China and Chinese Law Diploma of the University of East Asia, Macau. He is a fellow member of The Institutes of Directors, U.K. and Hong Kong and The Faculty of Secretaries and Administrators, U.K. and is also a member of The Association of Cost and Executive Accountants, U.K., The Institute of Financial Accountants, U.K., an affiliate member of The Law Society, England, a member of the Chartered Insurance Institute and a number of other professional institutes in the U.K. He was one of the founder director of The Kowloon Stock Exchange Limited which was merged into The Stock Exchange of Hong Kong Limited. Mr. Chow was a director of a number of listed companies and is now a director of Kiangsu & Chekiang Residents (H.K.) Association and a number of other private companies. He also serves as an independent non-executive director of Winsor Industrial Corporation, Limited. Mr. Chow resigned as a director of the Company with effect from the close of the annual general meeting held on 15 August 2001

Mr. HO Fook Hong, Ferdinand, aged 54, was appointed Independent Non-Executive Director of the Company in December 1998. He is also a member of the Audit Committee of the Board of Directors of the Company. He holds a Bachelor of Science degree and a Master of Business Administration degree from the University of Hong Kong and has been admitted as a solicitor in Hong Kong, England and Wales and Singapore. He also serves as an independent non-executive director of Winsor Industrial Corporation, Limited and Tonic Industries Holdings Limited.


Directors’ Profile (continued)

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Non-Executive Director: Mr. CHENG Wai Chee, Christopher, JP, aged 54, was appointed Non-Executive Director in May 1997 and appointed Chairman in August 2001. He is also a member of the Audit Committee of the Board of Directors of the Company. He is the Chairman of USI Holdings Limited, a director of New World Infrastructure Limited and New World China Land Limited, all are listed in Hong Kong. He is also a director of Dao Heng Bank Group Limited. He graduated from the University of Notre Dame, U.S.A. with a Bachelor of Business Administration degree and holds a Master of Business Administration Degree from the Columbia University. Mr. Cheng plays an active role in the public services. He is the Chairman of The Hong Kong General Chamber of Commerce. He is a member of The Public Service Commission, Council of the University of Hong Kong and Court of the Hong Kong University of Science and Technology and also a member of the Exchange Fund Advisory Committee. Mr. Cheng is a brother of Mr. Cheng Wai Sun, Edward. Mr. CHENG Wai Sun, Edward, aged 47, was appointed Non-executive Director in December 1999. He is the Chief Executive of USI Holdings Limited, a listed company in Hong Kong. He is also the Co-Chairman of SUNDAY Communications Limited, a wireless communication and internet services provider in Hong Kong and listed on NASDAQ and in Hong Kong. Mr. Cheng has a master degree from Oxford University. He is a qualified solicitor in the United Kingdom and Hong Kong. Mr. Cheng is a member of the Hong Kong SAR Government’s Council of Advisors on Innovation & Technology, Mandatory Provident Fund Schemes Appeal Board, the Securities and Futures Commission’s Takeovers and Mergers Panel and the Takeovers Appeal Committee, the Operations Review Committee of the Independent Commission Against Corruption, and the Executive Committee of the Hong Kong Housing Society. Mr. Cheng is a brother of Mr. Cheng Wai Chee, Christopher. Mr. AU Hing Lun, Dennis, aged 42, was appointed alternate to Mr. Cheng Wai Chee, Christopher and Mr. Cheng Wai Sun, Edward in December 1998 and December 1999 respectively. He is the Chief Financial Officer and the Company Secretary of USI Holdings Limited, a listed company in Hong Kong. Mr. Au holds a Master of Business Administration and a Bachelor of Science degrees. He is also a fellow of The Association of Chartered Certified Accountants.

Mr. TANG Ming Chien, Manning, aged 51, was appointed Non-Executive Director of the Company in August 2001. He also served as an executive director of Winsor Industrial Corporation, Limited since December 1996. He graduated with a Master degree of Fibre Science and Technology from Leeds University in U. K. and has over 20 years of experience in the woollen knitwear business. He is the son of Mr. Tang Hung Yuan, who retired at the 2001 Annual General Meeting of the Company held on 15 August 2001. Mr. GILES, Paul Francis, aged 55, was appointed Non-Executive Director of the Company in August 2001. He is an associate member of the Institute of Financial Accountants with 20 years experience in investments and securities and he is the managing director of CIC Investor Services Limited, a subsidiary of Credit Industriel et Commercial, a French bank. He is the son-in-law of Mr. Chou Wen Hsien and a brother-in-law of Mrs. Chen Chou Mei Mei, Vivien.


Chairman’s Statement

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The weakness in the Hong Kong economy during the year ended 31 March 2002 gave little support to the already depressed demand for industrial space. Sizeable withdrawals on the other hand were not observed. The industrial property market therefore remained relatively static but rental continued to be under pressure. For the year as a whole, overall occupancy and rental income of the Group’s industrial properties in Hong Kong both reported a small decline. RESULTS The Group’s audited turnover for the year ended 31 March 2002 was HK$210.6 million compared to HK$385.3 million for the previous year. The drop was due mainly to the absence of sale of properties (other than the sale of investment properties) which amounted to HK$162.5 million in the previous 12 months. Rental and property management income and storage income for the year under review were HK$186.4 million and HK$24.2 million, reporting decreases of 4.4% and 13.1% respectively. Audited Group profit attributable to shareholders for the year ended 31 March 2002 was HK$91.7 million, an increase of 76.2% compared to HK$52.1 million for the previous year. Whereas the Group’s profit from sale of properties was substantially less in the year under review and the results of the rental and storage operations also reported a decline, increase in investment income, reduction in finance costs and improved results of associated companies have more than counteracted the decreases and helped to lift the Group’s overall earnings. Earnings per share for the year under review was HK$0.35, compared to HK$0.20 for the previous year. BUSINESS REVIEW Group Structure The 40% owned associated company, Sutherland Investment Co., Ltd., USA disposed of its property in April 2001 and was voluntarily wound up afterwards. In November 2001 the Group entered into an assets swap with the China Logistics Group Limited group for the purpose of improving the business efficiency of each other. As a result, the Group disposed of its 50% interest in the jointly held Tat Yeung Investments Limited after it has sold its 20% interest in the Shanghai China Merchants Tower, Shanghai and distributed 50% of the proceeds to the Group by way of repayment of shareholder’s loan. In return the Group acquired the following interests: • additional 45% interest in South-China Cold Storage & Ice

Co., Limited in Shekou, Guangdong, Mainland China thereby making it a 95% owned subsidiary;

• additional 9.8% interest in Suzhou World Trade Center in Suzhou, Jiangsu, Mainland China, owner of a property with the same name, thereby making it a 24.8% owned associated company;

• 100% interest in Dhandia Limited which has a 5% interest in a property project in Panyu, Guangdong, Mainland China; and

• 50% interest in Tat Yeung Trading Company Limited which owns a small property in Beihai City, Guangxi, Mainland China.

In December 2001 the Group also acquired an additional 5% interest in Oceanic Cotton Mill Limited and hence an additional 5% indirect interest in the latter’s wholly owned subsidiary, Chericourt Company Limited, thereby increasing the Group’s interest in the Regent Centre, Kwai Chung from 75% to 80%. The Group’s results for the year under review have included the attributable results of the aforesaid companies from or up to the effective dates of their acquisition or disposal respectively. Sale of Properties Out of the committed purchase by Comfort Development Limited of a total of 631,000 sq.ft. in Global Gateway (Hong Kong), the sale of 422,000 sq.ft. was completed in the year before. The options to purchase other portions of the building were not exercised and expired on 15 October 2001. The committed purchase completed during the year under review according to the expiration of existing tenancies amounted to 37,000 sq.ft. A further 17,000 sq.ft. in the same building were sold to another purchaser. All spaces sold during the year were investment properties and the aggregate sale amount of HK$35.0 million was therefore not included in the Group’s turnover. Profit arising from these sales was HK$9.3 million. In comparison, in the previous year sale of spaces in both Global Gateway (Hong Kong) and Regent Centre amounted to HK$322.3 million, realising a profit of HK$31.1 million and a sum of HK$22.2 million, representing previous revaluation reserve of such properties frozen upon completion of their development, was directly transferred from land and buildings revaluation reserve to retained profits. As for the remaining 172,000 sq.ft. of the committed purchase, 93,000 sq.ft. have been sold to date since 1 April 2002, and completion of the remaining spaces are scheduled to take place in the rest of the current financial year. Rental Operation In spite of the termination of leases to facilitate completion of the committed purchase mentioned in the preceding section, the occupancy at Global Gateway (Hong Kong) has continued to improve. This has helped to compensate for the decrease in the aggregate rental income from the Group’s other investment properties in Hong Kong, namely the unsold portion of the Regent Centre in Kwai Chung, the Fibres and Fabrics Industrial Centre in Kwun Tong, the Winner Godown Building in Tsuen Wan and the Lucky Industrial Building in Kwai Chung. Their overall occupancy rate at 31 March 2002 was about 85%. As volume users are rare in the current market, it has been difficult to reduce vacancy in the latter two buildings which are divided into large sized units. The 9th floor of Office Tower 2 of Suntec City in Singapore remains substantially leased. As at 31 March 2002, total floor spaces leased out by the Group aggregated about 2.2 million sq.ft., compared to 2.3 million sq.ft. a year ago. Storage As a result of the weakness in Hong Kong’s economy and


Chairman’s Statement (continued)

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external trade, the Group’s warehousing operation in Hong Kong reported reduced turnover and profit. The 51% owned warehousing operation in Zhangjiagang, Jiangsu maintained its small contribution. The results of the cold storage operation in Shekou has improved since it became a 95% owned subsidiary but reported a loss for the four months ended March 2002 due to reorganisation expenses. Investment Incomes The Group’s 5.14% interest in Suntec City Development Pte. Ltd. (“Suntec”) and 10.06% interest in Suntec Investments Pte. Ltd. (“SIPL”), both incorporated in Singapore and carried in the accounts at Directors’ valuation, reported a valuation decrease of HK$47.3 million during the year which was set off to the Group’s investment revaluation reserve account. The valuation decrease was mainly due to pressure in the office property market in Singapore and to a lesser extent due to exchange translation. At 31 March 2002 Suntec and SIPL were carried in the Group’s accounts at HK$470.7 million. Suntec, owner of the Suntec City development in Singapore and of the Singapore International Convention and Exhibition Centre, accounted for the predominant share. It reported a 16.0% increase in turnover and a corresponding improvement in profit in its most recent audited accounts for the year ended 30 September 2001. Suntec doubled its dividend for its financial year ended 30 September 2000 by reason of its cash surplus. The dividend was received by the Group in the year under review and the Group’s dividend income was thereby lifted to HK$24.1 million. Suntec has maintained its dividend for its financial year ended 30 September 2001 and the Group’s entitlement will be received in the coming months. In November 2001 a first dividend of HK$11.8 million was received by the Group from the liquidators of a construction company to which the Group had previously advanced loans. Further dividends in a smaller aggregate amount are expected but the exact amount and timing thereof are uncertain. Associated Companies Changes in the Group’s investments in associated companies during the year under review has been reported under the section “Group Structure” above. For the year under review, the net aggregate contribution by the associated companies was HK$1.1 million after tax. The profit on sale of a property realised by Sutherland Investment Co. Ltd. was diluted by losses of Tat Yeung Investments Limited and South-China Cold Storage & Ice Co., Limited for the 8 months ended 30 November 2001. After the aforesaid changes, the Group’s investments in associated companies have been reduced from HK$100.8 million to HK$19.7 million and their future results attributable to the Group are not expected to be substantial. Property held for Development During the year under review, the 95,940 sq.ft. industrial/office site at 102 How Ming Street, Kwun Tong continued to be used as an open space car park with Government approval. In end June 2002 the Group accepted the Government’s offer of a modification premium of HK$18.5 million for changing the land

use of the site from industrial/office to office. The building covenant in the lease modification is for a period of 72 months. The development plan and the timing of its implementation however have not been finalised, nor has any financial commitment been entered into. The previous mortgage of the site was discharged during the year under review. Valuation of Properties The aggregate professional valuation of the Group’s investment properties at 31 March 2002 was HK$1,850.5 million, reporting a valuation decrease of HK$384.0 million. After minority interests, the valuation decrease attributable to the Group was HK$341.6 million and was set off against the Group’s investment properties revaluation reserve. Valuation of the Group’s other properties for sale at 31 March 2002 resulted in a valuation decrease of HK$2.2 million, which was charged to the Group’s profit and loss account for the year under review. On the basis of its approved office use, the professional valuation of the 102 How Ming Street site at 31 March 2002 was HK$453.0 million. The valuation increase of HK$152.8 million has been credited to the Group’s land and buildings revaluation reserve. Employees Including the employees of the newly acquired subsidiaries, the Group employed a total of 164 employees as at 31 March 2002 of which 44 were based in Mainland China. Most of the employees in Hong Kong are engaged in estate management. All eligible employees in Hong Kong are enrolled to a defined contribution mandatory provident fund scheme. Other benefits are awarded at the discretion of the Group.. NEW INVESTMENTS Sha Tin Town Lot 526 In April 2002 the Group took up a 10% attributable indirect shareholding in Landyork Investment Limited (“Landyork”) which acquired Sha Tin Town Lot No. 526, No. 2 Lok Kwai Path, Area 43, Sha Tin, New Territories in a Government land auction for the purpose of a residential development. The other shareholders of Landyork are Nan Fung Textiles Consolidated Limited (50%) and USI Holdings Limited (40%). The land cost is HK$660 million and the construction costs are estimated at HK$670 million. Completion of the development is expected to take about 4 years. 50% of the land cost has been funded by Landyork’s shareholders and the Group’s contribution thereto is HK$33 million. Landyork has obtained banking facilities to the extent of HK$1,000 million to finance the balance of the land cost and the whole of the estimated construction costs. As security for the said facilities, the Company has provided a repayment guarantee and entered into a completion guarantee and funding agreement both in favour of the agent for the lenders. The Company’s payment and funding obligations under the two security documents are several and limited to 10% of the total secured liabilities.

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“The Draycott Park”, Singapore In June 2002 Winprop Pte. Ltd. (“Winprop”), a wholly owned subsidiary of the Company newly established in Singapore, entered into a subscription agreement with Winworth Pte Ltd, Singapore (“Winworth”) to subscribe 176,471 new ordinary shares of S$1.00 each in Winworth at par for cash and to advance to Winworth a loan of S$30 million. The new shares in Winworth represent 15% of its enlarged share capital, and the other 85% is held by Wing Tai Land Pte. Ltd., Singapore (“WTL”), a wholly owned subsidiary of Wing Tai Holdings Limited, Singapore. Winprop and WTL have entered into a joint venture agreement to regulate, amongst other things, their relationship as shareholders of Winworth. Winprop also acquired from WTL a portion of the loan previously advanced by WTL to Winworth for a nominal consideration such that the loans owing by Winworth to Winprop and WTL respectively are in the proportion of 15% and 85%. With the exception of the loan of S$30 million advanced by Winprop to Winworth at the time of the share subscription which bears simple normal interest at the rate of 4.0619% per annum for a period of 3 years from the date of advance and payable in a lump sum at the end thereof, the rest of the loans owing by Winworth to its shareholders are interest free. All the loans owing by Winworth to its shareholders have been subordinated to the indebtedness of Winworth to its bankers. The Group’s total cost of investment in Winworth as aforesaid is HK$133.2 million. Winworth is the proprietor of the 99-year leasehold land parcel 566 at Draycott Drive, Singapore and the condominium housing development thereon known as “The Draycott Park”. Construction costs would be funded by Winworth’s existing banking facilities and presale proceeds, and the development is scheduled for completion in mid 2006. FINANCIAL REVIEW The Group’s total bank borrowings have been reduced by HK$89.6 million during the year under review from HK$848.7 million to HK$759.1 million by applying proceeds of the sales of properties and funds generated from the Group’s other operations. The loans are secured by certain investment properties and other properties for sale with a total net book value of HK$1,756.4 million. Computed as the ratio of total bank borrowings to shareholders’ funds, which amounted to HK$2,082.5 million at 31 March 2002, the Group’s gearing was 36.5% as at that date. The Group’s total bank borrowings at 31 March 2002 comprised short-term revolving loans and overdrafts of HK$216.7 million and long term loans of HK$542.4 million and were all on a floating rate basis. The equivalents of short-term loans of HK$8.5 million and long-term loans of HK$34.3 million respectively were borrowed by a subsidiary in Singapore and denominated in Singapore dollar. As at 31 March 2002, 12.8% or HK$69.5 million of the long-terms will fall due within the next 12 months. The repayment will be met from the sale proceeds of Global Gateway (Hong Kong) and funds from other operations. The Group also carries other long term loans, being unsecured

interest-free loans with no fixed terms of repayment from minority shareholders of Oceanic Cotton Mill Limited and South-China Cold Storage & Ice Co., Limited. The total amount has been reduced from HK$195.1 million to HK$159.2 million over the year under review as a net result of the changes in Group structure reported above. As at 31 March 2002 the Group did not have any contingent liabilities nor any material capital commitments. As a result of the Group’s investments in Sha Tin Town Lot 526 and The Draycott Park, and after applying funds generated from sale proceeds and operations since 1 April 2002, the Group’s total bank borrowings presently amount to HK$814.0 million, a net increase of HK$54.9 million as compared to the balance at 31 March 2002. The Group has also assumed contingent liabilities to the extent of a principal sum of HK$100 million in respect of its investment in Sha Tin Town Lot 526. OUTLOOK While there are grounds for cautious optimism in terms of recovery of the global economy, slow leasing demand and rental pressure on industrial properties in Hong Kong are expected to continue for the time being. Investment incomes other than those coming from Suntec are not expected to be maintained at the level of the year under review. However, the profit arising from the completion of the committed purchase of units in Global Gateway (Hong Kong) should be able to make up any decrease in the Group’s rental and investment earnings. Despite higher bank borrowings as a result of the new investments, finance costs overall are expected to be well contained on the basis that any increases in interest rate are likely to be moderate and mainly affecting the later part of the current financial year. Barring unforeseen circumstances, it is anticipated that the net impact of these factors on the Group’s profit for the current financial year should not be significant. DIVIDEND In view of the profit for the year under review and the prospects of the current financial year, the Directors have recommended a final dividend of HK$0.05 per share for the year ended 31 March 2002. Subject to approval of the Annual General Meeting to be held on 28 August 2002, the final dividend will be payable on 4 September 2002 to all shareholders on register as at 28 August 2002. CHENG Wai Chee, Christopher Chairman Hong Kong, 11 July 2002.


Report of the Directors

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The Directors have pleasure in submitting their report and the audited accounts for the year ended 31 March 2002. PRINCIPAL ACTIVITIES The principal activity of the Company is investment holding. The names, particulars and activities of its subsidiaries and associated companies are set out on pages 40 to 41. RESULTS AND APPROPRIATIONS The results of the Group for the year are set out in the consolidated profit and loss account on page 14. An analysis of the Group’s turnover and profit for the year by business and geographical segments is set out in note 2 to the accounts. A summary of the results and assets and liabilities of the Group for the last 5 years is set out on page 44. An interim dividend of 5 cents per share, totalling HK$12,984,000, was paid on 7 February 2002. The Directors have recommended a final dividend of 5 cents per share, totalling HK$12,984,000, payable on 4 September 2002. PRE-EMPTIVE RIGHTS No pre-emptive rights exist in the Cayman Islands being the jurisdiction in which the Company was incorporated. RESERVES Details of the movements in the reserves of the Group and the Company during the year are set out in notes 22 and 23 to the accounts. DISTRIBUTABLE RESERVES Under the Cayman Islands Companies Law, contributed surplus is distributable. Accordingly, total distributable reserves of the Company as at 31 March 2002 amounted to HK$2,594,692,000 (2001: HK$2,403,910,000). FIXED ASSETS Details of the movements in fixed assets are set out in note 12 to the accounts. PRINCIPAL PROPERTIES Details of the principal properties held for development, for sale and for investment purposes are set out on pages 42 to 43.

BANK, OTHER BORROWINGS AND INTEREST CAPITALISED Details of bank and other borrowings are set out in notes 20, 24 and 25 to the accounts. No interest has been capitalised during the year. MANAGEMENT CONTRACTS No contracts concerning the management and administration of the Company were entered into or existed during the year. DIRECTORS The Board of Directors as now constituted is listed on page 1. The brief biographical details of the Directors are set out on pages 2 to 4. Mr. Chou Wen Hsien, Mr. Chow Chung Kai and Mr. Chow Pai Ying resigned as directors of the Company with effect from the close of the annual general meeting held on 15 August 2001. Mr. Chow Ming Shan and Mr. Tang Hung Yuan retired by rotation at the annual general meeting held on 15 August 2001 and did not stand for re-election. Mr. Tang Ming Chien, Manning, Mr. Giles, Paul Francis and Mr. Chow Wei Lin were appointed Directors of the Company on 15 August 2001. They retire under the provisions of Article 99 of the Company’s Articles of Association at the forthcoming annual general meeting and, being eligible, offer themselves for re-election. Mr. Ho Fook Hong, Ferdinand, Mrs. Chen Chou Mei Mei, Vivien and Mr. Chung Hon Sing, John retire by rotation under the provisions of Article 116 of the Company’s Articles of Association at the forthcoming annual general meeting and, being eligible, offer themselves for re-election. None of the Directors has a service contract with the Company. COMPLIANCE WITH THE CODE OF BEST PRACTICE During the year, the Company has complied with the Code of Best Practice as set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”), except that (i) non-executive Directors are not appointed for a specific term but are subject to retirement by rotation at annual general meetings of the Company in accordance with Article 116 of the Company’s Articles of Association; and (ii) the Audit Committee of the Board of Directors did not have a majority of independent non-executive Directors as from 15 August 2001 due to the resignation of Mr. Chow Pai Ying as an independent non-executive Director. The latter non-compliance was rectified on 23 November 2001 with the appointment of Mr. Langley, Christopher Patrick to the Audit Committee.

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Pursuant to the Code of Best Practice, an Audit Committee with written terms of reference was appointed on 18 December 1998. The present Audit Committee comprises two independent non-executive Directors, namely Mr. Langley, Christopher Patrick and Mr. Ho Fook Hong, Ferdinand and one non-executive Director, Mr. Cheng Wai Chee, Christopher. The Audit Committee’s principal duties include the review of the Group’s financial reports and internal controls and risk evaluation. The Audit Committee has met three times during the year.

DIRECTORS’ INTERESTS IN CONTRACTS AND IN EQUITY OR DEBT SECURITIES Save and except for the relevant transactions disclosed in the sections headed “Related party and connected transactions”,

no contracts of significance in relation to the Group’s business to which the Company or its subsidiaries was a party and in which a Director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year. At no time during the year was the Company or its subsidiaries a party to any arrangements to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. The interests of the Directors at 31 March 2002 in the issued share capital of the Company and its associated corporations (within the meaning of the Securities (Disclosure of Interests) Ordinance (“SDIO”)) as recorded in the register maintained under section 29 of the SDIO are set out below.

Personalinterests

Family interests

Corporate interests

Other interests

(Notes 1 & 2)

Total

The Company Ordinary shares held:

Mr. Cheng Wai Chee, Christopher — 27,000 — 98,959,887 98,986,887Mr. Chow Wai Wai, John 1,499,500 — — — 1,499,500Mr. Cheng Wai Sun, Edward — — — 71,790,500 71,790,500Mr. Tang Ming Chien, Manning 600,000 — — — 600,000Mr. Lam Woon Bun 50,000 10,000 — — 60,000Mrs. Chen Chou Mei Mei, Vivien 70,000 — — — 70,000Mr. Chow Wei Lin — — 189,215 — 189,215 Notes: (1) Mr. Cheng Wai Chee, Christopher and Mr. Cheng Wai Sun, Edward are both beneficiaries of a family trust, the assets of which

included indirect interests in 71,790,500 shares in the Company which were beneficially owned by Wing Tai Holdings Limited (“Wing Tai”), as set out in the note under the section “Substantial shareholders”.

(2) The Company has been notified by Mr. Cheng Wai Chee, Christopher of the following: —

He has a corporate interest in 29% of the issued share capital of USI Holdings Ltd. (“USI”). Wing Tai is also interested in 21.3% of the issued share capital of USI. USI, through its wholly owned subsidiaries (Twin Dragon Investments Ltd. and Shui Hing Textiles International Ltd.), is interested in 27,169,387 ordinary shares of the Company as from 28 December 2001. Despite the legal advice obtained by him that USI’s interest in the ordinary shares of the Company is not, to him, a notifiable interest, he nonetheless decided to disclose the same for transparency.

The Company has not granted any right to subscribe for equity or debt securities of the Company. Save as disclosed herein, none of the Directors had any interest in the equity or debt securities of the Company or any of its associated corporations at 31 March 2002.


Report of the Directors (continued)

10

DIRECTORS’ INTEREST IN COMPETING BUSINESSES Set out below is information disclosed pursuant to paragraph 8.10(2) of the Listing Rules:- Messrs. Chou Wen Hsien, Chow Chung Kai, Chow Ming Shan and Tang Hung Yuan, who served as executive Directors of the Company during the year until 15 August 2001, three executive Directors of the Company, namely Messrs. Chow Wai Wai, John, Lam Woon Bun and Chow Wei Lin, and two non-executive Directors of the Company, namely Messrs. Tang Ming Chien, Manning and Giles, Paul Francis being also directors of Winsor Industrial Corporation, Limited (“WICL”) and/or its subsidiaries, are considered as having interests in WICL under paragraph 8.10(2). Ownership of an industrial building and carpark spaces in Hong Kong for letting by WICL’s subsidiaries constitute competing businesses to the Group. In view of the Group’s experience and expertise in industrial property letting and management, the WICL subsidiaries have appointed a subsidiary of the Group as agent for letting and property management of the said properties. Since the WICL Group properties are targeted at different customers and/or situated in a different area compared to the Group’s own properties, the Group considers that its interest in the businesses of owning and letting of industrial premises and carparking spaces is adequately safeguarded. Mr. Chow Ming Shan, who served as an executive Director of the Company during the year until 15 August 2001, being also a non-executive director of Safety Godown Company Limited (“Safety Godown”) for the period from 1 April 2001 to 30 August 2001, is considered as having an interest in Safety Godown under paragraph 8.10(2). The principal businesses of Safety Godown and its subsidiaries are property investment and godown operation. Such businesses constitute competing businesses to the Group. Mr. Chow Ming Shan was not involved in any way in the carrying on of the competing businesses by Safety Godown. The Group is therefore capable of carrying on its business independently of, and at arm’s length from, the said competing businesses. Mr. Chow Ming Shan resigned as a non-executive director of Safety Godown on 30 August 2001. Mrs. Chen Chou Mei Mei, Vivien, an executive Director, being

also a director of China Logistics Group Limited (“China Logistics”) for the period from 1 April 2001 to 17 January 2002, is considered as having an interest in China Logistics under paragraph 8.10(2). Ownership of a carpark building and an industrial building in Hong Kong for letting by China Logistics’ subsidiaries constitute competing businesses to the Group. Mrs. Chen Chou Mei Mei, Vivien was not involved in any way in the carrying on of the competing businesses by China Logistics. The Group is therefore capable of carrying on its business independently of, and at arm’s length from, the said competing businesses. Mrs. Chen Chou Mei Mei, Vivien resigned as a non-executive director of China Logistics on 17 January 2002. Two non-executive directors of the Company, namely Mr. Cheng Wai Chee, Christopher and Mr. Cheng Wai Sun, Edward, being also executive directors of USI and having equity interests therein are considered as having interests in USI under paragraph 8.10(2). Their alternate director, Mr. Au Hing Lun, Dennis, being a director of certain wholly-owned subsidiaries of USI is also considered as having an interest in USI under paragraph 8.10(2). The letting and managing of industrial buildings by USI constitute competing businesses to the Group. As non-executive Directors of the Company, Mr. Cheng Wai Chee, Christopher and Mr. Cheng Wai Sun, Edward are not participating in the routine businesses of letting and managing of industrial buildings by the Group, neither is their alternate, Mr. Au Hing Lun, Dennis. USI is a listed company with an independent management team and administration which are separated from those of the Group and the industrial buildings let and managed by USI and the Group are targeting at different customer bases and different market segments. In this respect, coupled with the diligence of its independent non-executive Directors, the Group is capable of carrying on its businesses at arm’s length and independently of such competing businesses. SUBSTANTIAL SHAREHOLDERS The register of substantial shareholders maintained under section 16(1) of the SDIO shows that at 31 March 2002 the Company has been notified of the following interests, being 10% or more of the issued share capital of the Company, other than those of the Directors as disclosed above:

11

Name

Number of Ordinary shares held

% interest in total issued shares

Crossbrook Group Limited 71,790,500 27.65%Wing Tai Holdings Limited (Note 1) 71,790,500 27.65%Mr. Chou Wen Hsien (Note 2) 38,937,963 14.99%Mr. Chow Chung Kai (Note 2) 38,741,665 14.92%Twin Dragon Investments Limited 26,460,887 10.19%USI Holdings (B.V.I.) Limited (Note 3) 26,551,387 10.22%USI Holdings Limited (Note 3) 26,551,387 10.22%

Notes:

(1) Crossbrook Group Limited is a wholly-owned subsidiary of Wing Tai. Consequently, Wing Tai is deemed, under the SDIO, to be interested in all the shares beneficially owned by Crossbrook Group Limited.

(2) Including 25,968,000 shares beneficially owned by a corporation where Mr. Chou Wen Hsien and Mr. Chow Chung Kai are each entitled to exercise one-third or more of the voting power in general meeting of the corporation.

(3) Twin Dragon Investments Limited is a wholly-owned subsidiary of USI Holdings (B.V.I.) Limited which in turn is a wholly-owned subsidiary of USI. Consequently, under the SDIO, USI Holdings (B.V.I.) Limited is deemed to be interested in all the shares beneficially owned by Twin Dragon Investments Limited, and USI is deemed to be interested in all the shares beneficially owned by USI Holdings (B.V.I.) Limited.

RELATED PARTY AND CONNECTED TRANSACTIONS (a) Significant related party transactions entered by the Group

during the year ended 31 March 2002, which do not constitute connected transactions under the Listing Rules, are disclosed in note 11(a) to the accounts.

(b) Other related party transactions, which also constitute

connected transactions under the Listing Rules, required to be disclosed in accordance with Chapter 14 of the Listing Rules, are disclosed in note 11(b) to the accounts.

PURCHASE, SALE OR REDEMPTION OF SHARES The Company has not redeemed any of its shares during the year. Neither the Company nor any of its subsidiaries has purchased or sold any of the Company’s shares during the year. MAJOR CUSTOMERS AND SUPPLIERS During the year, less than 30% of the Group’s sales and less than 30% of the Group’s purchases were attributable to its 5 largest customers and suppliers respectively.

AUDITORS The accounts have been audited by PricewaterhouseCoopers who offer themselves for re-appointment at a fee to be agreed. On behalf of the Board CHENG Wai Chee, Christopher Chairman Hong Kong, 11 July 2002


Notice of Annual General Meeting

12

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of the Company will be held at Room 304, 3rd Floor, East Ocean Centre, 98 Granville Road, Tsimshatsui East, Kowloon, Hong Kong on Wednesday, 28 August 2002 at 11:30 a.m. for the following purposes:- 1. To receive and consider the Statement of Accounts and the Reports of the Directors and Auditors for the year ended 31 March 2002 and to declare a Final Dividend. 2. To re-elect Directors. 3. To re-appoint PricewaterhouseCoopers as Auditors and to authorise the Directors to fix their remuneration. By Order of the Board CHIANG Yuet Wah, Connie Company Secretary Hong Kong, 11 July 2002. Notes: 1. A member entitled to attend and vote is entitled to appoint not

more than 2 persons (who must be individuals) as his/her proxies to attend and, on a poll, vote on his or her behalf. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be deposited at the

Principal Place of Business of the Company at 2nd Floor, East Ocean Centre, 98 Granville Road, Tsimshatsui East, Kowloon, Hong Kong not less than 48 hours before the time fixed for the holding of the meeting or any adjournment thereof.

3. The Transfer Books and the Register of Members of the

Company in Hong Kong will be closed from 26 August to 28 August 2002, both days inclusive. In order to qualify for the final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Share Registrars, Computershare Hong Kong Investor Services Limited, Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m. on Friday, 23 August 2002.


Report of the Auditors

13

Report of the Auditors to the Shareholders of Winsor Properties Holdings Limited (Incorporated under the laws of the Cayman Islands with limited liability) We have audited the accounts on pages 14 to 41 which have been prepared in accordance with accounting principles generally accepted in Hong Kong. Respective responsibilities of Directors and Auditors The Company’s Directors are responsible for the preparation of accounts which give a true and fair view. In preparing accounts which give a true and fair view it is fundamental that appropriate accounting policies are selected and applied consistently. It is our responsibility to form an independent opinion, based on our audit, on those accounts and to report our opinion to you. Basis of opinion We conducted our audit in accordance with Statements of Auditing Standards issued by the Hong Kong Society of Accountants. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the accounts. It also includes an assessment of the significant estimates and judgements made by the Directors in the preparation of the accounts, and of whether the accounting policies are appropriate to the circumstances of the Company and the Group, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance as to whether the accounts are free from material misstatement. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the accounts. We believe that our audit provides a reasonable basis for our opinion. Opinion In our opinion, the accounts give a true and fair view of the state of affairs of the Company and the Group as at 31 March 2002 and of the profit and cash flows of the Group for the year then ended and have been properly prepared in accordance with the disclosure requirements of the Hong Kong Companies Ordinance. PricewaterhouseCoopers Certified Public Accountants Hong Kong, 11 July, 2002.


Consolidated Profit and Loss Account For the year ended 31 March 2002

14

Note

2002HK$’000

2001HK$’000

Turnover 2 210,583 385,337Cost of sales (75,257) (250,718)Gross profit 135,326 134,619Other revenues 49,155 57,562Selling expenses (2,354) (4,402)Administrative expenses (36,648) (29,713)Other operating income less expenses (11,133) 262 134,346 158,328Finance costs 5 (33,742) (75,183)Operating profit 2,3 100,604 83,145Share of profits less losses of associated companies 2,484 (22,600)Profit before taxation 103,088 60,545Taxation 7 125 (3,457)Profit after taxation 103,213 57,088Minority interests (11,491) (5,033)

Profit attributable to shareholders 8 91,722 52,055 Dividends 9 25,968 — HK$ HK$Earnings per share 10 0.35 0.20


Consolidated Balance Sheet At 31 March 2002

15

Note

2002 HK$’000

2001HK$’000

Fixed assets 12 2,376,571 2,612,197 Associated companies 14 19,722 100,822 Other investments 15 476,292 526,572 Other receivables 16 — — Current assets

Properties for sale 17 142,964 145,174Debtors and receivables 18 50,586 36,023Tax recoverable — 216Cash and bank balances 33,877 21,555

227,427 202,968 Current liabilities

Creditors and accruals 19 92,311 95,250Bank loans and overdrafts 20 286,227 265,048Tax payable 5,442 14,479

383,980 374,777

Net current liabilities (156,553 ) (171,809) Total assets less current liabilities 2,716,032 3,067,782 Share capital 21 2,596 2,596 Reserves 22 2,022,581 2,287,074 Retained earnings/(accumulated loss) 23 44,342 (21,412) Proposed final dividend 23 12,984 — Shareholders’ funds 2,082,503 2,268,258 Minority interests (5,984 ) 13,904 Long term bank loans 24 472,924 583,693 Other long term loans 25 159,221 195,100 Deferred taxation 26 7,368 6,827 Funds employed 2,716,032 3,067,782

CHENG Wai Chee, Christopher Director

CHOW Wai Wai, John Director


Balance Sheet At 31 March 2002

16

Note

2002HK$’000

2001HK$’000

Subsidiaries 13 2,597,105 2,426,832 Current assets

Debtors 409 109Cash and bank balances 17 53

426 162 Current liabilities

Accruals and payables 231 483Bank loans and overdrafts 20 — 20,000Tax payable 12 5

243 20,488

Net current assets/(liabilities) 183 (20,326) Total assets less current liabilities 2,597,288 2,406,506

Share capital 21 2,596 2,596

Reserves 22 2,542,087 2,396,928 Retained earnings 23 39,621 6,982 Proposed final dividend 23 12,984 — Shareholders’ funds 2,597,288 2,406,506

CHENG Wai Chee, ChristopherDirector CHOW Wai Wai, John

Director


Consolidated Cash Flow Statement For the year ended 31 March 2002

17

Note

2002HK$’000

2001HK$’000

Net cash inflow from operating activities 31a 89,169 195,395 Returns on investments and servicing of finance Interest received 315 601Interest paid (36,473) (76,879)Dividends received from other investments 24,078 11,943Dividends paid (12,984) —Dividends paid to minority interests (401) —Net cash outflow from returns on investments and

servicing of finance

(25,465 ) (64,335)

Taxation Hong Kong profits tax paid (6,476) (2,313)Overseas tax paid (444) (808)Tax paid (6,920) (3,121) Investing activities Purchase of fixed assets (5,618) (771)Expenditures on property development — (2,897)Acquisition of subsidiaries and minority interests in subsidiaries 31b (23,141) —Amounts advanced to associated companies (32) (155)Acquisition of other investments (1,579) —Proceeds from disposal of fixed assets 34,629 158,134Proceeds from disposal of associated companies 2,831 —Amounts repaid by associated companies 27,481 858Recovery of debts under liquidation 11,774 —Net cash inflow from investing activities 46,345 155,169

Net cash inflow before financing 103,129 283,108 Financing Decrease in minority interests (1,927) —New long term bank loans 175,000 36,728New short term bank loans 242,780 118,000Repayment of long term bank loans (318,244) (313,313)Repayment of short term bank loans (218,300) (124,000)

Net cash outflow from financing 31c (120,691) (282,585)

(Decrease)/increase in cash and cash equivalents (17,562) 523Cash and cash equivalents at 1 April of the previous year 21,176 20,653Cash and cash equivalents at 31 March 3,614 21,176

Analysis of the balances of cash and cash equivalents Cash and bank balances 33,877 21,555Bank overdrafts and loans repayable within 3 months

from date of advance 31d (30,263) (379) 3,614 21,176


Consolidated Statement of Recognised Gains and Losses For the year ended 31 March 2002

18

Note 2002

HK$’000 2001

HK$’000 Decrease on revaluation of investment properties 22 (341,572) (1,346) Increase/(decrease) on revaluation of property held for

development 22 152,821 (462)

Decrease on revaluation of other investments 22 (47,259) (11,740) Exchange differences arising from translation of accounts of

subsidiaries and associated companies 22 (987 ) (2,127)

Net losses not recognised in the profit and loss account (236,997) (15,675) Profit for the year 23 91,722 52,055 Add: Realisation of exchange loss upon disposal of associated

companies included in profit for the year 22 15

—

Less: Realisation of investment properties revaluation reserve upon disposal of properties by subsidiaries and associated companies

22 (21,748

) (76,644)

Realisation of investment revaluation reserve upon disposal of associated companies 22 (5,763

) —

Total recognised losses (172,771) (40,264)


Notes to the Accounts

19

1. Principal accounting policies The principal accounting policies adopted in the preparation of

the accounts are set out below. (a) Basis of preparation

The accounts have been prepared in accordance with accounting principles generally accepted in Hong Kong and comply with the Statements of Standard Accounting Practice (“SSAP”) issued by the Hong Kong Society of Accountants. The accounts are prepared under the historical cost convention as modified by the revaluation of investment properties, property held for development and other investments.

In the current year, the Group adopted the following SSAPs

which are effective for accounting periods commencing on or after 1 January 2001:

SSAP 9 (revised): Events after the balance sheet date SSAP 14 (revised): Leases (effective for periods

commencing on or after 1 July 2000)

SSAP 26: Segment reporting SSAP 28: Provisions, contingent liabilities and

contingent assets SSAP 29: Intangible assets SSAP 30: Business combinations SSAP 31: Impairment of assets SSAP 32: Consolidated financial statements and

accounting for investments in subsidiaries

The accounting policies below have adopted these new/revised

standards, and their adoption has no material effect on the Group’s accounts.

(b) Basis of consolidation The consolidated accounts include the accounts of the

Company and its subsidiaries made up to 31 March. Subsidiaries are those entities in which the Group controls the composition of the board of directors, controls more than half the voting power or holds more than half of the issued share capital.

The consolidated accounts also include the Group’s share of

post-acquisition profits less losses, and reserves, of its associated companies. The results of subsidiaries and associated companies acquired and disposed of during the year are included in the consolidated profit and loss account from or up to their effective dates of acquisition or disposal respectively.

All significant intercompany transactions and balances within

the Group are eliminated on consolidation.

The gain or loss on the disposal of a subsidiary or an associated company represents the difference between the proceeds of the sale and the Group’s share of its net assets together with any goodwill or negative goodwill which was not previously charged or recognised in the consolidated profit and loss account and also any related accumulated exchange fluctuation.

Minority interests represent the interests of outside

shareholders in the operating results and net assets of subsidiaries.

In the Company’s balance sheet the investments in subsidiaries

are stated at cost less provision for impairment losses. The results of subsidiaries are accounted for by the Company on the basis of dividends received and receivable.

(c) Associated companies An associated company is a company, not being a subsidiary,

in which an equity interest is held for the long term and significant influence is exercised in its management.

The consolidated profit and loss account includes the Group’s

share of the results of associated companies, and the consolidated balance sheet includes the Group’s share of the net assets of the associated companies.

(d) Investment properties Investment properties are interests in land and buildings in

respect of which construction work and development have been completed and which are held for their investment potential, any rental income being negotiated at arm’s length.

Investment properties held on leases with unexpired periods of

greater than 20 years are stated at valuations undertaken annually by independent valuers. The valuations are on an open market value basis related to individual properties and separate values are not attributed to land and buildings. The valuations are incorporated in the annual accounts. Increases in valuation are credited to the investment properties revaluation reserve. Decreases in valuation are first set off against increases on earlier valuations on a portfolio basis and thereafter are debited to operating profit. Any subsequent increases are credited to operating profit up to the amount previously debited.

Upon the disposal of an investment property, the relevant

portion of the revaluation reserve realised in respect of previous valuations is released from the investment properties revaluation reserve to the profit and loss account.

(e) Properties held for development Properties held for development are investments in land and

buildings under or pending construction. The investments are



20

carried at valuation of the land and development and construction expenditure incurred and interest and other direct

costs attributable to the development. Properties held for development are not depreciated. On completion, the properties are transferred to investment properties or properties for sale according to the intended use of the properties at that time.

(f) Leasehold land and buildings and other fixed assets Leasehold land and buildings are stated at valuation, less

accumulated depreciation. Leasehold land is amortised over the remaining period of the

relevant lease. Buildings are depreciated at the annual rate of 4%.

Other fixed assets are stated at cost less accumulated

depreciation and accumulated impairment losses, and are depreciated at annual rates of 10% to 20% to write off their costs over their remaining estimated useful lives on a straight line basis.

Repair and maintenance costs are charged to the profit and loss

account. Improvements are capitalised and depreciated over their expected useful lives to the Group.

At each balance sheet date, both internal and external sources

of information are considered to assess whether there is any indication that these fixed assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated and where relevant, an impairment loss is recognised to reduce the asset to its recoverable amount. Such impairment losses are recognised in the profit and loss account except where the asset is carried at valuation and the impairment loss does not exceed the revaluation surplus for that asset, in which case it is treated as a revaluation decrease.

The gains or losses on disposal of leasehold land and buildings

and other fixed assets are determined as the difference between the net sales proceeds and the carrying amount of the relevant assets, and are recognised as income or expense in the profit and loss account. Any revaluation reserve balance remaining attributable to the relevant assets is transferred to retained earnings and is shown as a movement in reserves.

(g) Operating leases Leases where substantially all the rewards and risks of

ownership of assets remain with the lessor are accounted for as operating leases. Rentals payable on or receivable from such leases are charged or credited to the profit and loss account on a straight line basis over the lease term.

(h) Other investments Other investments are held for the long term and are stated at

valuation. Increases in valuation are credited to the investment revaluation reserve; decreases are first set off against increases on earlier valuations and thereafter are debited to operating profit. Any subsequent increases are credited to operating profit up to the amount previously debited.

Upon disposal, the cumulative gain or loss representing the

difference between the net sales proceeds and the carrying amount of the relevant investment, together with the relevant portion of the investment revaluation reserve realised, is dealt with in the profit and loss account.

(i) Properties for sale Completed properties for sale remaining unsold at year end are

stated at the lower of cost and net realisable value. Cost is determined by apportionment of the total land and

development costs attributable to the unsold properties. Land cost is stated at cost or valuation carried out upon completion of the development. Any previous revaluation reserve will be frozen until the disposal of the property whereupon the frozen revaluation reserve will be transferred directly to retained earnings.

Net realisable value is determined by reference to sale proceeds

of properties sold in the ordinary course of business less all estimated selling expenses after the balance sheet date, or by management estimates based on prevailing market conditions.

(j) Debtors Provision is made against debtors to the extent they are

considered to be doubtful. Debtors are stated in the balance sheet net of such provision.

(k) Cash and cash equivalents Cash and cash equivalents are carried in the balance sheet at

cost. For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand, deposits held at call with banks, and bank overdrafts and loans repayable within 3 months from date of advance.

(l) Provisions Provisions are recognised when the Group has a present legal

or constructive obligation, and a reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.

21

(m) Contingent liabilities and contingent assets A contingent liability is a possible obligation that arises from

past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that outflow of economic resources will be required or the amount of obligation cannot be measured reliably.

A contingent liability is not recognised but is disclosed in the

notes to the accounts. When a change in the probability of an outflow occurs so that outflow is probable, they will then be recognised as a provision.

A contingent asset is a possible asset that arises from past

events and whose existence will only be confirmed by the occurence or non-occurence of one or more uncertain future events not wholly within the control of the Group.

Contingent assets are not recognised but are disclosed in the

notes to the accounts when an inflow of economic benefits is probable. When inflow is virtually certain, an asset is recognised.

(n) Deferred taxation Deferred taxation is accounted for at the current taxation rate in

respect of timing differences between profit as computed for taxation purposes and profit as stated in the accounts to the extent that a liability or an asset is expected to be payable or receivable in the foreseeable future.

(o) Translation of foreign currencies Transactions in foreign currencies are translated at exchange

rates ruling at the transaction dates. Monetary assets and liabilities expressed in foreign currencies at the balance sheet date are translated at rates of exchange ruling at the balance sheet date. Exchange differences arising in these cases are dealt with in the profit and loss account.

The accounts of all overseas subsidiaries and associated

companies are translated at the rates of exchange ruling at the balance sheet date and the resulting exchange differences are dealt with as a movement in reserves.

(p) Revenue recognition Revenue from the sale of properties is recognised when the

significant risks and rewards of ownership have been transferred to the buyer.

Operating lease rental income is recognised on a straight-line basis.

Dividend income is recognised when the right to receive

payment is established. Interest income is recognised on a time proportion basis, taking

into account the principal amounts outstanding and the interest rates applicable.

Storage income and other income are recognised on an accruals

basis. (q) Retirement benefit costs The Group’s contributions to the defined contribution

retirement scheme are expensed as incurred. The assets of the scheme are held separately from those of the Group in independently administered funds.

(r) Borrowing costs Borrowing costs that are directly attributable to the acquisition,

construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of that asset.

The capitalisation rate of the borrowing costs eligible for

capitalisation is the interest rate applicable to the loan borrowed for that asset.

All other borrowing costs are charged to the profit and loss

account in the year in which they are incurred. (s) Segment reporting In accordance with the Group’s internal financial reporting the

Group has determined that business segments be presented as the primary reporting format and geographical as the secondary reporting format.

Unallocated costs represent corporate expenses. Segment

assets consist primarily of fixed assets, other investments, properties for sale, debtors and operating cash. Segment liabilities comprise operating liabilities and exclude items such as taxation and certain corporate borrowings. Capital expenditure comprises additions to fixed assets, including additions resulting from acquisitions through purchases of subsidiaries.

In respect of geographical segment reporting, sales are based

on the country in which the customer is located. Total assets and capital expenditure are where the assets are located.



22

2. Turnover, revenue and segment information

The Group is principally engaged in property investment and development and management, warehousing and investment holding. Revenues recognised during the year are as follows:

2002

HK$’000 2001

HK$’000 Turnover Sale of properties for sale — 162,478 Rental and property management 186,385 195,007 Warehousing 24,198 27,852 210,583 385,337 Other revenues Dividend income from other investments 24,078 11,943 Recovery of debts under liquidation 11,774 — Interest income 325 601 Gain on disposal of investment properties 9,261 42,593 Others 3,717 2,425 49,155 57,562

259,738 442,899

23

2. Turnover, revenue and segment information (continued) An analysis of turnover and profit by business and geographical segments is as follows: Business segments

Year ended 31 March 2002 Rental and Sale of property properties management Warehousing Investment Elimination Group HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000Turnover External — 186,385 24,198 — — 210,583 Inter-segment — 1,186 — — (1,186) — — 187,571 24,198 — (1,186) 210,583 Segment results (2,210) 121,848 (1,732) 31,893 — 149,799 Unallocated income less expenses (24,380)Gain on disposal of investment properties 9,261Loss on disposal of associated companies (659)Operating profit before interest 134,021Interest income less finance costs (33,417)Operating profit 100,604Share of profits less losses of

associated companies 8,135 (1,199 ) (4,452

)

2,484

Profit before taxation 103,088Taxation 125Profit after taxation 103,213Minority interests (11,491)Profit attributable to shareholders 91,722 Segment assets 142,964 2,351,868 83,071 488,116 3,066,019Investment in associated companies — 4,623 — 15,099 19,722Unallocated assets 14,271Total assets 3,100,012 Segment liabilities — 228,622 27,698 242 256,562Unallocated liabilities 760,947Total liabilities 1,017,509 Capital expenditure — 4,598 1,020 — 5,618Depreciation — 2,588 2,414 — 5,002



24

2. Turnover, revenue and segment information (continued)

Year ended 31 March 2001 Rental and Sale of property properties management Warehousing Investment Elimination Group HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000Turnover External 162,478 195,007 27,852 — — 385,337 Inter-segment — 2,549 — — (2,549) — 162,478 197,556 27,852 — (2,549) 385,337 Segment results (11,536) 133,658 926 11,901 — 134,949 Unallocated income less expenses (19,815)Gain on disposal of investment properties 42,593

Operating profit before interest 157,727Interest income less finance costs (74,582)Operating profit 83,145Share of profits less losses of

associated companies (144 ) (2,459

)

(19,997

)

(22,600)

Profit before taxation 60,545Taxation (3,457)Profit after taxation 57,088Minority interests (5,033)Profit attributable to shareholders 52,055 Segment assets 145,174 2,620,926 42,329 526,735 3,335,164Investment in associated companies — 11,522 25,487 63,813 100,822Unallocated assets 6,573Total assets 3,442,559 Segment liabilities — 292,911 28,020 481 321,412Unallocated liabilities 852,889Total liabilities 1,174,301 Capital expenditure — 699 72 — 771Depreciation — 2,571 1,316 — 3,887

25

2. Turnover, revenue and segment information (continued) Geographical segments

Year ended 31 March 2002

TurnoverSegment

resultTotalassets

Capital expenditure

HK$’000 HK$’000 HK$’000 HK$’000 Hong Kong 202,181 129,994 2,419,175 4,932Singapore 3,622 26,463 550,895 162Mainland China 4,780 (5,146) 95,866 524USA — (1,512) 83 — 210,583 149,799 3,066,019 5,618 Unallocated income less expenses (24,380) Gain on disposal of investment properties 9,261 Loss on disposal of associated companies (659) Operating profit before interest 134,021 Interest income less finance costs (33,417) Operating profit 100,604

Investments in associated companies 19,722Unallocated assets 14,271 Total assets 3,100,012

Year ended 31 March 2001

TurnoverSegment

resultTotalassets

Capital expenditure

HK$’000 HK$’000 HK$’000 HK$’000 Hong Kong 380,554 119,628 2,679,459 709Singapore 3,645 16,274 610,610 —Mainland China 1,138 (953) 45,095 62 385,337 134,949 3,335,164 771 Unallocated income less expenses (19,815) Gain on disposal of investment properties 42,593 Operating profit before interest 157,727 Interest income less finance costs (74,582) Operating profit 83,145

Investments in associated companies 100,822Unallocated assets 6,573 Total assets 3,442,559



26

3. Operating profit

Operating profit is stated after crediting and charging the following:

2002HK$’000

2001HK$’000

Crediting: Gain on disposal of investment properties 9,261 42,593 Gross rental income from investment properties 176,181 181,919 Gross rental income from property held for development 9,456 10,205 Interest income 325 601 Dividend income from other investments 24,078 11,943 Recovery of debts under liquidation 11,774 — Exchange gain 192 1,226 Charging: Depreciation of fixed assets 5,002 3,887 Staff costs excluding retirement benefit costs 28,481 28,711 Cost of properties for sale sold — 171,709 Outgoings in respect of investment properties 56,224 57,443 Outgoings in respect of property held for development 6,650 6,188 Operating leases – land and buildings 7,358 8,845 Loss on disposal of other fixed assets 6 — Loss on disposal of associated companies 659 — Provision for other investments 3,942 — Retirement benefit costs (Note 6) 778 235 Retirement gratuities paid 7,500 —

Auditors’ remuneration 660 660

27

4. Directors’ and senior management’s emoluments

(a) Directors’ emoluments

The aggregate amounts of emoluments paid by the Group to Directors of the Company during the year are as follows:

2002HK$’000

2001HK$’000

Fees 446 400Other emoluments:

Salaries 5,647 5,855Bonuses 2,660 4,159Retirement gratuities 7,500 —Contribution to provident fund 53 37

16,306 10,451

Directors’ fees disclosed above include HK$238,000 (2001: HK$160,000) paid to Independent Non-Executive Directors of the Company.

The emoluments of the Directors of the Company fell within the following bands:

Number of Directors Emolument bands 2002 2001

Nil – HK$1,000,000 11 8HK$1,000,001 – HK$1,500,000 1 2HK$1,500,001 – HK$2,000,000 2 3HK$2,000,001 – HK$2,500,000 1 1HK$3,500,001 – HK$4,000,000 2 —

17 14

(b) Five highest paid individuals

The five individuals whose emoluments were the highest in the Group for both years were also Directors of the Company and their emoluments are reflected in the analysis presented above.

5. Finance costs

2002HK$’000

2001HK$’000

Interest expense Bank loans and overdrafts 33,742 75,129 Other loans repayable within five years — 54 Total borrowing costs 33,742 75,183



28

6. Retirement benefit costs The Group contributes to a defined contribution mandatory provident fund scheme for those employees in Hong Kong under the age of

65. A subsidiary operates in a country which has central government administrated retirement scheme. Contributions are made by theGroup as a percentage of employees’ relevant salaries, according to the statutory requirements. The retirement benefit costs charged to the profit and loss account represent contributions payable by the Group in respect of the above retirement schemes and are set out in Note 3. Contributions totalling HK$51,000 (2001: HK$50,000) were payable to the schemes at the end of the year and are included in creditors and accruals.

7. Taxation Hong Kong profits tax has been provided at the rate of 16% (2001: 16%) on the estimated assessable profits for the year. Overseas

taxation has been provided on the estimated assessable profits at rates prevailing in the countries in which the subsidiaries andassociated companies operate.

2002

HK$’0002001

HK$’000 The Company and its subsidiaries: Hong Kong profits tax (2,402) 2,507 Overseas taxation 353 423 Deferred taxation (Note 26) 541 520 (1,508) 3,450 Associated companies: Hong Kong profits tax 1 4 Overseas taxation 1,382 3 1,383 7

(125) 3,457 Deferred tax credit for the year has not been accounted for in respect of: Tax losses 506 5,050

8. Profit attributable to shareholders

The profit attributable to shareholders is dealt with in the accounts of the Company to the extent of HK$58,607,000 (2001: HK$5,309,000).

9. Dividends

2002HK$’000

2001HK$’000

Interim dividend, paid, of HK$0.05 per share (2001: Nil) 12,984 — Final dividend, proposed, of HK$0.05 per share (2001: Nil) 12,984 — 25,968 — At a meeting held on 11 July 2002 the Directors recommended a final dividend of HK$0.05 per share. This proposed dividend is not

reflected as a dividend payable in these accounts, but will be reflected as an appropriation of retained earnings for the year ending 31 March 2003.

29

10. Earnings per share The calculation of earnings per share is based on profit attributable to shareholders of HK$91,722,000 (2001: HK$52,055,000) and

259,685,288 (2001: 259,685,288) shares in issue during the year. Diluted earnings per share is not presented as the Company has no dilutive potential shares as at 31 March 2002 (2001: Nil).

11. Related party and connected transactions

(a) The following is a summary of significant related party transactions which, in the opinion of the Directors, were carried out in thenormal course of the Group’s business on terms no more favourable than terms available to independent third parties:

2002

HK$’0002001

HK$’000 Sale of properties to the Winsor Industrial Corporation, Limited (“WICL”) Group — 35,626 Purchase of properties from WICL Group for resale — 75,000 Compensation paid to WICL Group for vacating properties for resale — 13,000 Rental and storage income received from the WICL Group 4,772 5,232 Rental expenses paid to the WICL Group 1,698 1,623 Reimbursement of administrative expenses to the WICL Group 4,226 14,176 The Group and the WICL Group are considered to be related by virtue of the fact that certain Directors of the Company are also

directors of WICL.

(b) The following transactions constituted Connected Transactions as defined under Chapter 14 of the Rules Governing the Listing of Securities (“Listing Rules”) on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) by reason that Chericourt Company Limited (“Chericourt”) is a non-wholly owned subsidiary of the Company:

On 14 December 2001 the Group acquired an additional 5% interest in Chericourt and a shareholder’s loan of HK$39,020,000 owing by Chericourt to the vendor. Chericourt thereby became an 80% owned subsidiary of the Company. As at 31 March 2002, shareholders’ loans granted by the Company’s wholly owned subsidiaries to Chericourt, including the loan of HK$39,020,000 acquired in December 2001, amounted to HK$624,320,000 (2001: HK$585,300,000). The shareholders’ loans are for financing the development costs of the Regent Centre at 63-73 Wo Yi Hop Road, Kwai Chung, New Territories, Hong Kong in proportion to the Group’s shareholdings in Chericourt. The shareholders’ loans are unsecured, interest free and have no fixed terms of repayment. During the year other loans totalling HK$58,509,000 were repaid by Chericourt to certain wholly owned subsidiaries of the Group (2001: HK$61,165,000). Thereafter, other loans were advanced by Chericourt to wholly owned subsidiaries of the Group. As at 31March 2002, loans advanced by Chericourt to wholly owned subsidiaries of the Group amounted to HK$189,592,000 (2001: Nil). These other loans between Chericourt and wholly owned subsidiaries of the Group are unsecured, have no fixed terms of repaymentand carry interests ranging at Hong Kong Inter-bank Offer Rate (“HIBOR”) to HIBOR plus 1.875% per annum.

On 27 January 2000 the Company issued a guarantee to a bank to secure a term loan facility of HK$110,000,000 granted to Chericourt.The term loan is repayable by progressive quarterly instalments within seven years, and its outstanding balance at 31 March 2002 was HK$88,048,000 (2001: HK$96,048,000). Each of the minority shareholders of Chericourt has provided a deed of indemnity toindemnify the Company against the guaranteed liability of Chericourt to the extent of its percentage shareholding in Chericourt.

On 30 November 2001 the Company issued a guarantee to a bank to secure a term loan facility of HK$150,000,000 and a revolvingloan facility of HK$80,000,000 granted to Chericourt. The term loan is repayable by progressive quarterly instalments within five years, and its outstanding balance at 31 March 2002 was HK$150,000,000 (2001: Nil). On 13 December 2001 the Company issued a guarantee to a bank to secure a term loan facility of HK$25,000,000 granted toChericourt. The term loan is repayable by 8 progressive semi-annual instalments commencing in June 2003, and its outstandingbalance at 31 March 2002 was HK$25,000,000 (2001: Nil).



30

12. Fixed assets Group

Investment properties

Leasehold land and

buildings

Property held for

development

Others Total HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 At cost or valuation At 1 April 2001 2,277,943 37,874 296,000 17,710 2,629,527 Translation differences (1,725 ) 43 — 2 (1,680) Acquisition of subsidiaries — 43,049 — 24,954 68,003 Additions — 429 4,179 1,010 5,618 Increase/(decrease) in revaluation (383,954 ) — 152,821 — (231,133) Disposals (41,780 ) — — (439) (42,219) At 31 March 2002 1,850,484 81,395 453,000 43,237 2,428,116

Accumulated depreciation At 1 April 2001 — 5,059 — 12,271 17,330 Translation differences — — — — — Acquisition of subsidiaries — 9,990 — 19,573 29,563 Charge for the year — 1,485 — 3,517 5,002 Disposals — — — (350) (350) At 31 March 2002 — 16,534 — 35,011 51,545

Net book value At 31 March 2002 1,850,484 64,861 453,000 8,226 2,376,571 At 31 March 2001 2,277,943 32,815 296,000 5,439 2,612,197 Analysis of cost or valuation: At valuation 1,850,484 81,395 453,000 — 2,384,879 At cost — — — 43,237 43,237 1,850,484 81,395 453,000 43,237 2,428,116

Net book value of investment properties, property held for development and leasehold land and buildings are analysed as follows:

Group 2002

HK$’0002001

HK$’000 Held in Hong Kong:

On medium-term leases 2,224,196 2,481,906 Held outside Hong Kong: On long-term leases 79,288 92,037 On medium-term leases 32,251 32,815 On short-term renewable leases 32,610 — 2,368,345 2,606,758 Investment properties (other than agricultural lots) and property held for development held in Hong Kong were revalued at 31 March

2002 by Jones Lang LaSalle Limited. The agricultural lots held in Hong Kong were revalued at 31 March 2002 by B. I. AppraisalsLimited. Investment properties held in Singapore were revalued at 31 March 2002 by Colliers International Consultancy & Valuation (Singapore) Pte. Ltd. All three valuers are independent. All valuations were carried out on the open market value basis.

Leasehold land and buildings held outside Hong Kong on medium-term leases are held in Mainland China and are stated at valuation at 30 June 1996 on the open market value basis by Jones Lang Wootton Ltd., independent valuers, plus cost of additions subsequent to that date. In the Directors’ opinion the net book values of these properties approximate their respective market values at 31 March 2002. The aggregate net book value of these properties at 31 March 2002 was HK$32,251,000 (2001: HK$32,815,000) but would have been HK$34,550,000 (2001: HK$35,234,000) had they been stated at cost less accumulated depreciation.

Leasehold land and buildings held outside Hong Kong on short-term renewable leases are held in Mainland China by a subsidiary acquired during the year and are stated at valuation carried out by the Directors at the time of acquisition.

Certain investment properties with a total net book value of HK$1,613,483,000 as at 31 March 2002 (2001: HK$2,069,300,000including property held for development) have been mortgaged to secure the Group’s banking facilities.

31

13. Subsidiaries Company

2002HK$’000

2001HK$’000

Unlisted shares – at cost 1 1 Loans and amounts due from subsidiaries 3,322,968 3,297,854 Less: Provision (725,864) (871,023) 2,597,105 2,426,832 A legal charge over the Group’s shareholding in Winsor Air Cargo Centre Limited has been executed in favour of a bank to secure a

loan facility of HK$131,082,000 (2001: HK$164,500,000) granted to Winsor Air Cargo Centre Limited. The loans and amounts due from subsidiaries are unsecured, interest free and have no fixed terms of repayment.

Particulars of the subsidiaries are set out on pages 40 to 41.

14. Associated companies

Group 2002

HK$’0002001

HK$’000

Group’s share of net assets 3,079 18,194 Amounts due from associated companies 16,643 82,628 19,722 100,822 Investments at cost – unlisted shares 10,218 20,854 The amounts due from associated companies are unsecured, interest free and have no fixed terms of repayment.

Particulars of the associated companies are set out on page 41.

15. Other investments Group 2002

HK$’0002001

HK$’000

Unlisted investments, at valuation 472,230 525,526 Loans due from unlisted investments 4,062 1,046

476,292 526,572 Unlisted investments include investments in 5.14% (2001: 5.14%) and 10.06% (2001: 10.06%) respectively of the ordinary share

capitals of Suntec City Development Pte. Ltd. and Suntec Investments Pte. Ltd., both incorporated in Singapore (“the Suntec Interests”).

As at 31 March 2002, the Suntec Interests were revalued by the Directors on a business valuation basis with reference to the property

market in Singapore at HK$470,662,000 (2001: HK$517,921,000). The valuation deficit has been debited to the investment revaluation reserve account (Note 22). The carrying amount of the Group’s investment in Suntec City Development Pte. Ltd. exceeded 10% of the total assets of the Group.

The loans due from unlisted investments are unsecured, interest free and have no fixed terms of repayment.



32

16. Other receivables

Group 2002

HK$’0002001

HK$’000 Loans due from third parties 178,085 189,859 Provision (178,085) (189,859) — —

The loans were advanced by the Group to two construction companies (“the Borrowers”), which are independent third parties, pursuant to a loan agreement dated 27 March 1998. On 27 November 1998 the Borrowers commenced voluntary liquidation and the Group made full provision against the loans. During the year, a dividend of HK$11,774,000 (2001: Nil) was received from the liquidators of the Borrowers and recognised as other revenue in the Group’s profit and loss account.

17. Properties for sale

Properties for sale have been mortgaged to secure the Group’s banking facilities.

18. Debtors and receivables Included in debtors and receivables are trade debtors which represent mainly rents receivable from tenants of the Group’s properties.

The Group maintains a defined policy in respect of rent collection. Reminders are issued half-monthly when rents are overdue for 15 days, and legal actions will be taken when rents are overdue for two months. The ageing analysis of trade debtors is as follows:

Group 2002

HK$’0002001

HK$’000

Current – 45 days 6,752 7,329 46 – 90 days 4,450 4,839 Over 90 days 2,466 5,669 13,668 17,837

19. Creditors and accruals

a. Included in creditors and accruals is an amount of HK$633,000 (2001: HK$3,574,000) being shared administrative expenses payable to the WICL Group.

b. Also included in creditors and accruals are trade creditors the ageing analysis of which is as follows:

Group 2002

HK$’0002001

HK$’000

Current – 45 days 2,587 2,643 46 – 90 days 676 908 Over 90 days 257 57 3,520 3,608

33

20. Bank loans and overdrafts Group Company 2002

HK$’000 2001

HK$’000 2002

HK$’000 2001

HK$’000 Repayable on demand or within one year: Secured 186,743 142,000 — — Unsecured 30,000 20,379 — 20,000 216,743 162,379 — 20,000 Current portion of long term bank loans (Note 24) 69,484 102,669 — —

286,227 265,048 — 20,000

Short term bank loans included an amount of HK$8,480,000 (2001: Nil) denominated in Singapore dollar. Certain investment properties and properties for sale with a total net book value of HK$1,756,447,000 at 31 March 2002 (2001: HK$2,214,474,000including property held for development) have been mortgaged to secure the Group’s short term and long term bank loans.

21. Share capital Ordinary shares of

HK$0.01 each No. of shares HK$’000 Authorised: At 31 March 2001 and 2002 750,000,000 7,500 Issued and fully paid: At 31 March 2001 and 2002 259,685,288 2,596



34

22. Reserves Group Company 2002

HK$’000 2001

HK$’000 2002

HK$’000 2001

HK$’000 Contributed surplus At 1 April of the previous year 857,373 857,373 2,396,928 2,358,263 Write back of provision for diminution

in value of investment in subsidiaries —

—

145,159

38,665 At 31 March 857,373 857,373 2,542,087 2,396,928 Land and buildings revaluation reserve At 1 April of the previous year 44,656 67,300 — — Transfer to retained profits on disposal of

properties for sale —

(22,182 ) —

—

Arising from revaluation – Subsidiaries 152,821 (462) — —

At 31 March 197,477 44,656 — —

Investment properties revaluation reserve At 1 April of the previous year 973,869 1,051,859 — — Amount realised on disposal of investment properties – Subsidiaries (16,495) (76,644) — — – Associated companies (5,253) — — — Arising from revaluation – Subsidiaries (341,572) 2,668 — — – Associated companies — (4,014) — —

At 31 March 610,549 973,869 — —

Investment revaluation reserve At 1 April of the previous year 423,302 435,042 — — Amount realised on disposal of investments – Associated companies (5,763) — — — Arising from revaluation – Subsidiaries (47,259) (11,740) — —

At 31 March 370,280 423,302 — —

Exchange fluctuation account At 1 April of the previous year (12,126) (9,999) — — Exchange loss realised on disposal of

an associated company 15

—

—

— Net movement for the year (987) (2,127) — —

At 31 March (13,098) (12,126) — —

Total reserves 2,022,581 2,287,074 2,542,087 2,396,928

The Group’s share of the undistributed post-acquisition reserves of associated companies comprises: Group 2002

HK$’000 2001

HK$’000 Investment properties revaluation reserve 422 5,675 Investment revaluation reserve — 5,763 Exchange fluctuation account 10 (5,732) 432 5,706

35

23. Retained earnings/(accumulated loss) Group Company 2002

HK$’000 2001

HK$’000 2002

HK$’000 2001

HK$’000 At 1 April of the previous year (21,412) (95,649) 6,982 1,673 Profit for the year 91,722 52,055 58,607 5,309 Transfer from land and buildings revaluation reserve — 22,182 — — Interim dividend paid (Note 9) (12,984) — (12,984) — At 31 March 57,326 (21,412) 52,605 6,982 Represented by: Retained earnings/(accumulated loss) 44,342 (21,412) 39,621 6,982 Final dividend proposed 12,984 — 12,984 — 57,326 (21,412) 52,605 6,982 Company and subsidiaries 61,204 (13,046) 52,605 6,982 Associated companies (3,878) (8,366) — — 57,326 (21,412) 52,605 6,982 Profit for the year retained by: Company and subsidiaries 65,721 74,662 32,639 5,309 Associated companies 33 (22,607) — — 65,754 52,055 32,639 5,309

24. Long term bank loans Group 2002

HK$’000 2001

HK$’000 Secured

– wholly repayable within five years 542,408

590,314 – not wholly repayable within five years — 96,048 542,408 686,362 Less: Amount repayable within one year included under current liabilities (Note 20 ) (69,484) (102,669) 472,924 583,693 The bank loans are repayable as follows: Within one year 69,484 102,669 In the second year 98,484 472,657 In the third to fifth years inclusive 374,440 94,988 After the fifth year — 16,048 542,408 686,362 The bank loans included an amount of HK$34,277,000 (2001: HK$21,605,000) denominated in Singapore dollar. Certain investment

properties and properties for sale with a total net book value of HK$1,756,447,000 at 31 March 2002 (2001: HK$2,214,474,000including property held for development) have been mortgaged to secure the Group’s short term and long term bank loans.



36

25. Other long term loans Group 2002

HK$’000 2001

HK$’000 Amounts due to minority shareholders of subsidiaries 159,221 195,100 The loans, which are in proportion to the equity interests of the minority shareholders in subsidiaries, are unsecured, interest free and

have no fixed terms of repayment.

26. Deferred taxation Group 2002

HK$’000 2001

HK$’000 At 1 April of the previous year 6,827 6,307 Transfer from profit and loss account (Note 7) 541 520 At 31 March 7,368 6,827 Arising from: Accelerated depreciation allowances 7,368 6,827 The potential deferred tax asset which has not been accounted for amounts to: Unrelieved tax losses 14,768 14,262 Deferred taxation has not been provided on revalued assets because the revaluation does not constitute a timing difference. 27. Future lease receipts Group 2002

HK$’000 2001

HK$’000 At the end of the year, future minimum lease receipts under non-cancellable operating leases

in respect of investment properties are as follows:

Not later than one year 110,944 128,616 Later than one year and not later than five years 52,992 53,872 163,936 182,488

37

28. Capital commitments Group 2002

HK$’000 2001

HK$’000 Contracted but not provided for 521 306 Authorised but not contracted for — — 521 306 29. Lease commitments Group 2002

HK$’000 2001

HK$’000 At the end of the year the Group had future aggregate minimum lease payments under

non-cancellable operating leases for land and buildings as follows:

Not later than one year 7,271 7,283 Later than one year and not later than five years 5,980 11,500 13,251 18,783 30. Contingent liabilities Company 2002

HK$’0002001

HK$’000 Guarantees given in respect of banking facilities granted to subsidiaries 1,103,157 1,493,314

31. Notes to the consolidated cash flow statement (a) Reconciliation of operating profit to net cash inflow from operating activities 2002

HK$’000 2001

HK$’000

Operating profit 100,604 83,145 Interest income (325) (601) Interest expenses 33,742 75,183 Dividend income (24,078) (11,943) Depreciation charges 5,002 3,887 Profit on disposal of fixed assets (9,255) (42,406) Loss on disposal of associated companies 659 — Provision for other investments 3,942 — Recovery of debts under liquidation (11,774) — Decrease in properties for sale 2,210 83,709 (Increase)/decrease in debtors and receivables (10,612) 5,638 Decrease in creditors and accruals (959) (1,511) Exchange translation differences 13 294 Net cash inflow from operating activities 89,169 195,395



38

31. Notes to the consolidated cash flow statement (continued) (b) Purchase of subsidiaries and minority interests in subsidiaries 2002

HK$’000 2001

HK$’000

Net assets acquired Fixed assets 38,440 — Other investments 7,993 — Debtors and receivables 3,941 — Cash and bank balances 1,859 — Creditors and accruals (751) — Tax payable (148) — Minority interests (13,307) — Loans from minority shareholders of subsidiaries 35,879 — 73,906 — Satisfied by Cash 25,000 — Transfer from investments in associated companies 24,048 — Swap of investments in associated companies 24,858 — 73,906 — Net outflow of cash Cash consideration 25,000 — Cash and bank balances of the acquired subsidiaries (1,859) — 23,141 —

(c) Analysis of changes in financing during the year

Minority interests Bank and other loans 2002

HK$’0002001

HK$’000 2002

HK$’000 2001

HK$’000 At 1 April of the previous year 13,904 3,625 1,043,462 1,327,787 Exchange differences 25 — (710) (1,740) Purchase of subsidiaries and minority interests in subsidiaries 13,307 — (35,879) — Minority interests in share of profits and reserves (30,892) 10,279 — — Cash outflows from financing (1,927) — (118,764) (282,585) Dividends paid to minority interests (401) — — — At 31 March (5,984) 13,904 888,109 1,043,462

(d) Analysis of bank and other loans 2002

HK$’000 2001

HK$’000 Bank loans and overdrafts (Note 20) 216,743 162,379 Less: Amount included under cash equivalents (30,263 ) (379) 186,480 162,000 Long term bank loans (Note 24) 542,408 686,362 Other long term loans (Note 25) 159,221 195,100 888,109 1,043,462

39

32. Subsequent events

(a) In a government auction held on 15 April 2002 Landyork Investment Limited (“Landyork”) acquired Sha Tin Town Lot No. 526, No. 2 Lok Kwai Path, Area 43, Sha Tin, New Territories (the “Lot”) for the purpose of a residential development (the “Project”). On 18 April 2002 the Company agreed with USI Holdings Limited (“USI”) to establish a company in the name of Universal Plus Limited (“Universal”) for the sole purpose of investing in 50% of the issued share capital of Landyork. 20% of the issued share capital of Universal is held by a wholly owned subsidiary of the Company, and the other 80% by a wholly owned subsidiary of USI. The other 50% of Landyork’s issued share capital is held by Nan Fung Textiles Consolidated Limited (“Nan Fung”). The Company therefore has a 10% attributable indirect shareholding in Landyork. The cost of the Lot is HK$660 million and the construction costs of the Project are estimated at HK$670 million. Completion of the Project is expected to take about 4 years. Nan Fung, USI and the Company have contributed to pay for half of the land cost by way of shareholders’ loans to Landyork in proportion to their respective attributable percentage shareholding in Landyork (the “Relevant Percentage” which is 10% in the case of the Company) and the Company’s contribution is HK$33 million. Landyork entered into a loan agreement on 25 June 2002 with the banks named therein and the Bank of China (Hong Kong) Limited as agent for the lenders (“Agent”) in relation to certain loan facilities (the “Facilities”) in the aggregate principal amount of HK$1,000 million for the purposes of financing the balance of the land cost and the construction cost of the Project. As security for the Facilities, Nan Fung, USI and the Company (the “Guarantors”) have each provided a several repayment guarantee in favour of the Agent to the extent of their Relevant Percentage (10% in the case of the Company) of Landyork’s liabilities under the Facilities. The Guarantors have also entered into a completion guarantee and funding agreement in favour of the Agent undertaking firstly to procure completion or complete the Project, and secondly to provide funding for the Project upon the happening of certain events. The Guarantors’ funding and payment obligations under the said completion guarantee and funding agreement are several and limited to their respective Relevant Percentage (10% in the case of the Company). USI is listed on the Stock Exchange. The transactions mentioned in the above constituted Connected Transactions as defined under Chapter 14 of the Listing Rules by reason that USI is deemed a substantial shareholder of the Company.

(b) On 21 June 2002, Winprop Pte. Ltd. (“Winprop”), a wholly owned subsidiary of the Company newly established in Singapore, entered into a subscription agreement with Winworth Pte Ltd, Singapore (“Winworth”) to subscribe 176,471 new ordinary shares of S$1.00 each in Winworth at par for cash and to advance to Winworth a loan of S$30 million. The new shares in Winworth represent 15% of its enlarged share capital, and the other 85% is held by Wing Tai Land Pte. Ltd., Singapore (“WTL”), a wholly owned subsidiary of Wing Tai Holdings Limited, Singapore (“Wing Tai”). Upon completion of the subscription agreement on 26 June 2002, Winprop and WTL entered into a joint venture agreement to regulate, amongst other things, their relationship as shareholders of Winworth. Winprop also acquired from WTL a portion of the loan previously advanced by WTL to Winworth for a nominal consideration such that the loans owing by Winworth to Winprop and WTL respectively are in the proportion of 15% and 85%. With the exception of the loan of S$30 million advanced by Winprop to Winworth at the time of the share subscription which bears simple normal interest at the rate of 4.0619% per annum for a period of 3 years from the date of advance and payable in a lump sum at the end thereof, the rest of the loans owing by Winworth to its shareholders are interest free. All the loans owing by Winworth to its shareholders have been subordinated to the indebtedness of Winworth to its bankers. The Group’s total cost of investment in Winworth as aforesaid is HK$133,184,000. Winworth is the proprietor of the 99-year leasehold land parcel 566 at Draycott Drive, Singapore and the condominium housing development thereon known as “The Draycott Park”. Construction costs would be funded by Winworth’s existing banking facilities and presale proceeds, and the development is scheduled for completion in mid 2006. Wing Tai is listed on the Singapore Stock Exchange. The transactions mentioned in the above constituted Connected Transactions as defined under Chapter 14 of the Listing Rules by reason that Wing Tai is deemed a substantial shareholder of the Company.

33. Approval of accounts

The accounts set out on pages 14 to 41 were approved by the Board of Directors on 11 July, 2002.


Subsidiaries and Associated Companies

40

Effective % shareholding held

at 31 March 2002

Subsidiaries Issued Share Capital Group Company Principal Activities Notes Winsor Properties Finance Limited Ordinary HK$ 2 100 100 Group Finance Company Winsor Properties (Hong Kong) Limited,

B.V.I. Ordinary US$ 1 100 100 Investment Holding

Adam Knitters Limited OrdinaryDeferred

HK$HK$

1,000200,000

100 —

— —

Property Investment 4

Allied Effort Limited, B.V.I. Ordinary US$ 1 100 — Investment Holding 3 Baudinet Investment Limited Ordinary

DeferredHK$HK$

182

100 —

— —


Begin Land Limited OrdinaryDeferred

HK$HK$

90,00010,000

100 —

— —


Congenial Investments Limited, B.V.I. Ordinary US$ 1 100 — Investment 3 Winsor Estate Agents Limited (formerly

East Sun Estate Agents Limited) Ordinary HK$ 20 100 — Property Agent

East Sun Estate Management Company Limited

Ordinary HK$ 200 100 — Property Management

Winsor Parking Limited (formerly East Sun Parking Company Limited)

OrdinaryDeferred

HK$HK$

18,000,0002,000,000

100 —

— —

Carpark Management 4

East Sun Textile Company, Limited OrdinaryDeferred

HK$HK$

2015,000,000

100 —

— —

Dormant 4

Hilwin Properties Limited OrdinaryDeferred

HK$HK$

450,00050,000

100 —

— —

Investment Holding 4

Hanbury Development Company Limited

Ordinary HK$ 10,000 100 — Property Investment

Libro Estates Limited OrdinaryDeferred

HK$HK$

90,00010,000

100 —

— —


Oceanic Cotton Mill Limited Ordinary HK$ 10,000,000 80 — Property Investment Chericourt Company Limited Ordinary HK$ 10,000 80 — Property Investment Winsor Properties Financial Services

Limited Ordinary HK$ 2 80 — Property Investment

Winner Godown Limited Ordinary HK$ 1,500,000 70 — Godown Operation Winsor Air Cargo Centre Limited Ordinary HK$ 20 100 — Property Investment

and Sale

Zofka Properties Limited OrdinaryDeferred

HK$HK$

90,00010,000

100 —

— —


Winsor Properties (Overseas) Limited, B.V.I.

Ordinary US$ 1 100 100 Investment Holding 3

Zak Holdings Limited, B.V.I. Ordinary US$ 1 100 — Investment Holding 3 Winwin Investment Pte. Ltd., Singapore Ordinary SGD 2 100 — Property Investment Curlew International Limited, B.V.I. Ordinary US$ 1 100 — Investment Holding 3

41

Effective % shareholding held

at 31 March 2002

Subsidiaries Issued Share Capital Group Company Principal Activities Notes Winsor Properties (China) Limited, B.V.I. Ordinary US$ 1 100 100 Investment Holding 3 Dhandia Limited Ordinary HK$ 1,000 100 — Investment Holding Tat Yeung Properties Investment Limited,

B.V.I. Ordinary US$ 1,000 100 — Investment Holding 3

Libro (China) Limited OrdinaryDeferred

HK$HK$

20010,000

100 —

— —


Nan Kong Development (Zhangjiagang) Limited

Ordinary HK$ 1,000,000 51 — Dormant 3

Zhangjiagang Free Trade Zone Nan Kong Development Co., Ltd., Mainland China

Ordinary

US$ 5,088,800

51

—

Godown Operation

2,5 Winsor Health Godown Limited, B.V.I. Ordinary US$ 1,000 95 — Investment Holding 3

South-China Cold Storage & Ice Co., Limited, Mainland China

Ordinary

US$ 5,000,000

95

—

Cold Storage

2

Associated Companies Javary Limited Ordinary HK$ 300 33 — Property Investment 2 Suzhou World Trade Centre, Mainland

China Ordinary US$ 6,500,000 24.8 — Property Investment

and Development 2

Tat Yeung Trading Company Limited, B.V.I.

Ordinary

US$ 2 50

—


Varitex Company Limited Ordinary HK$ 800,000 43 — Property Investment 2

Notes:

1. Unless otherwise stated, all companies are incorporated in Hong Kong. Those companies incorporated in Mainland China and Singapore operate in their country of incorporation. Other companies operate principally in Hong Kong. None of the subsidiaries have issued any debt securities.

2. The accounts of these companies are audited by firms other than PricewaterhouseCoopers. The aggregate net assets and loss after taxation of these companies attributable to the Group amounted to HK$66,549,000 (2001: HK$23,855,000 adjusted for changes in Group structure) and HK$4,480,000 (2001: HK$2,895,000 adjusted for changes in Group structure) respectively.

3. The accounts of these companies are not audited. The aggregate net liabilities and loss after taxation of these companies attributable to the Group amounted to HK$932,000 (2001: net assets HK$3,040,000 adjusted for changes in Group structure) and HK$1,769,000(2001: HK$30,000 adjusted for changes in Group structure) respectively.

4. The deferred shares, which are held by the WICL Group, practically carry no rights to dividends or to receive notice of or to attend or vote at any general meeting of the respective companies or to participate in any distribution on winding up unless the assets of the respective companies to be returned on winding up exceed the value of HK$100,000,000,000.

5. This company is registered under PRC law as a contractual joint venture.


Schedule of Properties

42

Location

Lease Expiry

Site Area

Gross Floor Area

Stage of Completion

Type

Effective Interest

(sq. ft.) (sq. ft.) Investment Properties: Global Gateway (Hong Kong) (formerly known as Winsor Centre), 168 Yeung Uk Road, R.P. of Tsuen Wan Town Lot 340, Tsuen Wan, New Territories, HONG KONG.

2047 89,998 593,291 (portion for

leasing)

Completed Industrial/ Godown

100%

Regent Centre, 63-73 Wo Yi Hop Road, Lot 299 in D. D. 444, Kwai Chung, New Territories, HONG KONG.

2047 103,500 866,029 (remaining

portion)


80%

Winner Godown Building, 503-515 Castle Peak Road and 1-9 Sha Tsui Road, R.P. of Tsuen Wan Inland Lot 28, Tsuen Wan, New Territories, HONG KONG.

2047 50,804 497,140 Completed Industrial/ Godown

100%

Fibres & Fabrics Industrial Centre, 7 Shing Yip Street, Kwun Tong Inland Lot 89, Kwun Tong, Kowloon, HONG KONG.

2047 30,000 305,462 Completed Industrial 100%

Lucky Industrial Building, 18-24 Kwai Hei Street and 13-19 Kwai Lok Street, Kwai Chung Town Lot 342, Kwai Chung, New Territories, HONG KONG.

2047 30,713 292,520 Completed Industrial/ Godown

100%

161 agricultural lots, Lantau and Peng Chau, New Territories, HONG KONG.

2047 540,167 — Vacant Agricultural 100%

9th Floor, Office Tower 2, Suntec City, 9 Temasek Boulevard, SINGAPORE.

2088 — 17,117 Completed Office 100%

43

Location

Lease Expiry

Site Area

Gross Floor Area

Stage of Completion

Type

Effective Interest

(sq. ft.) (sq. ft.) Property held for Development: 102 How Ming Street, Kwun Tong Inland Lot 242, Kwun Tong, Kowloon, HONG KONG.

2047 95,940 — Pending development,

temporarily used as open car

parking spaces

Industrial/ Office

100%

Properties held for operation: Nan Kong Management Centre at Lot 7-1 in Zhangjiagang Free Trade Zone, Zhangjiagang, Jiangsu Province, People’s Republic of China.

2044 80,628 47,362 Completed Office 51%

Two warehouses at Lots 6-1 and 21-2 in Zhangjiagang Free Trade Zone, Zhangjiagang, Jiangsu Province, People’s Republic of China.

2044 340,138 216,356 Completed Godown 51%

South-China Cold Storage Complex at Nan Gang Main Road, Shekou Industrial Zone, Shenzhen, Guangdong Province, People’s Republic of China.

2015 215,720 381,699 Completed Cold Storage 95%

Property for sale: Global Gateway (Hong Kong) (formerly known as Winsor Centre), 168 Yeung Uk Road, R.P. of Tsuen Wan Town Lot 340, Tsuen Wan, New Territories, HONG KONG.

2047 89,998 175,707 (portion for

sale)


100%


Five Year Financial Summary

44

2002HK$’000

2001HK$’000

2000HK$’000

1999HK$’000

1998HK$’000

Group results for the year ended 31 March

Turnover 210,583 385,337 260,873 172,871 165,550 Profit/(loss) attributable to shareholders 91,722 52,055 10,819 (178,149) 66,644 Summary consolidated balance sheet as at 31 March

Fixed assets 2,376,571 2,612,197 2,804,418 2,873,300 2,916,970Properties under development — — ─ ─ 547,688Associated companies 19,722 100,822 128,122 140,716 149,297Other investments 476,292 526,572 538,312 432,935 583,098Other receivables — — ─ ─ 78,000Net current liabilities (156,553) (171,809) (133,627) (379,426) (646,185)Total assets less current liabilities 2,716,032 3,067,782 3,337,225 3,067,525 3,628,868 Share capital 2,596 2,596 2,596 1,298 1,298Reserves 2,022,581 2,287,074 2,401,575 2,147,779 2,877,432Retained earnings/(accumulated loss) 44,342 (21,412) (95,649) (121,768) 56,381Proposed final dividend 12,984 — — — —Shareholders’ funds 2,082,503 2,268,258 2,308,522 2,027,309 2,935,111Minority interests (5,984) 13,904 3,625 3,022 50,144Long term bank loans 472,924 583,693 823,671 836,189 443,264Other long term loans 159,221 195,100 195,100 195,100 195,100Deferred taxation 7,368 6,827 6,307 5,905 5,249Funds employed 2,716,032 3,067,782 3,337,225 3,067,525 3,628,868

Documents

WINSOR PROPERTIES HOLDINGS LIMITED … Annual Report.pdfWINSOR PROPERTIES HOLDINGS LIMITED (Incorporated under the laws of the Cayman Islands with limited liability) Corporate Information