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

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

Corporate Information

Board of Directors CHOU Wen Hsien, JP Chairman CHENG Wai Chee, Christopher, JP #+ Vice-Chairman

CHOW Chung Kai, JP Managing Director Lord SANDBERG, Michael Graham Ruddock, CBE LANGLEY, Christopher Patrick, OBE CHOW Pai Ying #

HO Fook Hong, Ferdinand #

CHENG Wai Sun, Edward +

CHOW Ming ShanTANG Hung YuanCHOW Wai Wai, JohnLAM Woon BunCHEN CHOU Mei Mei, VivienCHUNG Hon Sing, John

Independent Non-Executive DirectorNon-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

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 Hong Kong Share Registrars & Transfer Office 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

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Directors’ Profile Executive Directors: Mr. CHOU Wen Hsien, JP, aged 79, is the 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 business. 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 and the father of Mrs. Chen Chou Mei Mei, Vivien. Mr. CHOW Chung Kai, JP, aged 75, is the 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 business. 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. Mr. CHOW Ming Shan, aged 79, 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 and Safety Godown Company Limited. Mr. TANG Hung Yuan, aged 80, 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 business. Mr. CHOW Wai Wai, John, aged 51, was appointed Director of the Company in October 1996. 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 business, 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.

Mr. LAM Woon Bun, aged 49, was appointed Director of the Company in September 1996. He is also a director of Winsor Industrial Corporation, Limited and Ocean-Land Group 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 51, 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 10 years’ experience in investments, in particular, property related investments. She is also a director of Ocean-Land Group Limited and a number of companies in Hong Kong and abroad. She is the daughter of Mr. Chou Wen Hsien. Mr. CHUNG Hon Sing, John, aged 59, 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.

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Independent Non-Executive Directors: Lord SANDBERG, Michael Graham Ruddock, CBE, aged 73, 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. Mr. LANGLEY, Christopher Patrick, OBE, aged 55, was appointed Independent Non-Executive Director of the Company in October 1996. Mr. Langley was an Executive Director of The Hongkong and Shanghai Banking Corporation Limited. Mr. CHOW Pai Ying, aged 76, 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 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 Institute 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. HO Fook Hong, Ferdinand, aged 52, 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 is also an Attesting Officer appointed by the Ministry of Justice, People’s Republic of China. He also serves as an independent non-executive director of Winsor Industrial Corporation, Limited and Tonic Industries Holdings Limited.

Non-Executive Director: Mr. CHENG Wai Chee, Christopher, JP, aged 52, was appointed Non-Executive Director in May 1997. He is also the Vice-Chairman and a member of the Audit Committee of the Board of Directors of the Company. He is the Chairman of USI Holdings Limited, a listed company in Hong Kong. Mr. Cheng is the Deputy Chairman of The Hong Kong General Chamber of Commerce. 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 a member of The Public Service Commission, Council of the University of Hong Kong and Court of University of Science and Technology. Mr. Cheng is a brother of Mr. Cheng Wai Sun, Edward. Mr. Cheng Wai Sun, Edward, aged 45, 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, the Council of The Hong Kong Institute of Education, 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 40, 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.

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Chairman’s Statement Recovery of the Hong Kong economy during the year under review has not benefited the industrial property sector. Investment interest in the industrial property market remained subdued despite the softening of offer prices. The occupancy of the Group’s properties has improved in the year under review but the improvement was only achieved through rental concessions. RESULTS Audited Group profit attributable to shareholders for the year ended 31st March, 2000 was HK$10.8 million, compared to a loss of HK$178.1 million for the previous year which included a special provision of HK$160.1 million against receivables due from two bankrupt construction companies. After adjusting for the one-for-one rights issue in August, 1999, earnings per share for the year under review was HK$0.05 per share, compared to a loss per share of HK$1.18 for the previous year. The Group’s profit for the year under review included a gain of HK$12.8 million from the sale of units of the newly completed Winsor Centre in Tsuen Wan. A sum of HK$15.3 million, being revaluation reserve realised on such sale, has been transferred directly to retained profits. Excluding the profit on sale and the special provision from the comparison, the Group’s loss for the previous year was HK$18.0 million and has been reduced to HK$2.0 million in the year under review. The rental contribution from the Winsor Centre improved from month to month in the year under review, but was not sufficient to cover the interest expense on its development costs. The improvement in the Group’s results in the year under review was mainly derived from contribution of the associated companies and a reduction in the tax provision. BUSINESS REVIEW Winsor Centre An aggregate of about 86,700 sq.ft. of gross floor area was sold to two related parties during the year. Leased spaces were taken up at the average rate of about 35,000 sq.ft. per month and reached a total of about 422,000 sq.ft. at 31st March, 2000. On 13th May, 2000 the Group entered into a memorandum of sale and purchase with an independent third party purchaser for the disposal of the entire Winsor Centre (the “Disposal”). The Disposal is subject to 2 conditions and will be in several portions comprising committed purchases and options to purchase by the purchaser over a period of time. The terms of the memorandum do not allow the Group to disclose details of the Disposal, including the consideration, before the Disposal becomes unconditional. The Disposal will also require the Group to repurchase the floor spaces of the Winsor Centre already sold to related parties. The Disposal constitutes a discloseable transaction of the Group under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. A

newspaper announcement of the Disposal was published on 15th May, 2000 and a circular was sent to shareholders on 2nd June, 2000. The first condition to which the Disposal is subject is the due diligence now being carried out by the purchaser. The second condition is the obtaining by the Group from the Government of a certificate of compliance of the conditions of exchange of the land upon which Winsor Centre is erected. The Group expects that both of these two conditions will be fulfilled shortly. Further announcement of the progress of the Disposal will be made in due course. Taking into account the realisation of revaluation reserves and the cost of repurchasing the sold spaces, the Disposal will be profitable to the Group for all portions but the overall profits to be reported will depend on the extent to which the options to purchase will be exercised by the purchaser. Such profits will be booked as and when the respective sales under the Disposal are completed. Rental Excluding the contribution of the Winsor Centre, aggregate rental income from the Group’s other investment properties was maintained in the year under review despite an improvement in the occupancy rate. Overall occupancy of the Group’s other investment properties, 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, the Lucky Industrial Building in Kwai Chung and the 9th floor of Office Tower 2 of Suntec City in Singapore, improved to about 90% as at 31st March, 2000, from about 80% a year ago. The improvement was possible through rental concessions on new and renewed tenancies. Sale Apart from the sale of floor spaces in the Winsor Centre reported above, a shop space in Kwun Tong with a gross floor area of 1,200 sq.ft. was sold during the year under review at a small profit. Storage Storage income of the Group’s godown operation improved marginally during the year under review but the operation reported a small loss. The recovery of Hong Kong’s economy has not translated into higher demand for warehousing services. Dividend Income from Other Investments During the year dividends totalling HK$12.5 million were received from the Group’s other investments, compared to HK$12.2 million for the previous year.

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The Group’s investment in Suntec City Development Pte. Ltd., Singapore accounted for the lion’s share of the Group’s other investments. Following a share repurchase by Suntec City Development Pte. Ltd. from one of its other shareholders, the Group’s equity interest therein has increased from 5% to 5.14% during the year under review. Suntec Investments Pte. Ltd., in which the Group’s equity interest is 10.06%, effected a reduction of capital during the year under review and HK$22.3 million was returned to the Group. The Group’s other investments are carried in the accounts at Directors’ valuation. Based on a property valuation at 31st March, 2000 by a professional valuer in Singapore, the Directors have valued the Group’s other investments at HK$537.3 million as at that date. The valuation surplus of HK$127.7 million has been credited to the Group’s investment revaluation reserve account. Associated Companies The Group’s associated companies reported in aggregate attributable profit after tax of HK$5.5 million for the year under review, compared to HK$2.6 million for the previous year. The improvement was mainly accounted for by the contribution from the 50% owned cold storage in Shekou, Mainland China. The associated companies also revalued their investment properties and the Group’s share of the valuation surplus amounted to HK$2.9 million. Property held for Development The 95,940 sq.ft. industrial/office site at 102 How Ming Street, Kwun Tong is currently used as an open space car park with Government approval. An application to change its use to office under section 16 of the Town Planning Ordinance was turned down by the Town Planning Board in April 2000. The Group has applied for a review of the Board’s decision under section 17 and is waiting for a hearing. Valuation of properties The aggregate professional valuation of the Group’s investment properties at 31st March, 2000 was HK$2,466.5 million, reporting a decrease of 2.3% or HK$58.0 million as compared to the valuation at 31st March, 1999. The decrease attributable to the Group in the amount of HK$50.6 million has been set off against the Group’s investment properties revaluation reserve. The professional valuation of the 102 How Ming Street site at 31st March, 2000 was HK$296 million. The valuation decrease of HK$4.6 million has been set off against to the Group’s land and buildings revaluation reserve. Recovery of receivables from two bankrupt companies The receivables are loans advanced by the Group to Wing Mou Construction Company Ltd. and Enfield Construction Company Ltd. (“the Borrowers”), which are independent third parties.

The Borrowers have been in liquidation since November 1998 and the receivables in the sum of HK$190.1 million has been written off in full in previous years. The Group has been enforcing the securities of the loans, and a sum of HK$0.2 million was recovered in the year under review from the realisation of the Borrowers’ assets. The Group is also entitled to share in the Borrowers’ unsecured assets. Due to the nature of the charged assets, the unsecured assets and the Borrowers’ businesses, the realisation of the charged assets and unsecured assets will take a long time to complete. Whilst it is certain that a portion of the receivables will be recoverable under the liquidation, it is impossible at this stage to estimate with any degree of certainty the ultimate realisable amount and the timing of receipt. INCREASE IN AUTHORISED SHARE CAPITAL AND RIGHTS ISSUE At an extraordinary general meeting held on 5th July, 1999, ordinary resolutions were passed to increase the authorised share capital of the Company from HK$2 million to HK$7.5 million by the creation of an additional 550 million ordinary shares of HK$0.01 each, and to approve a one-for-one rights issue at a subscription price of HK$1.60 per rights share. The rights issue was over-subscribed by about 50%. A total of 129,842,644 rights shares were allotted on 4th August, 1999. The net proceeds of HK$206.3 million were applied in full to repay the Group’s bank borrowings. GENERAL OFFER FOR ALL THE ISSUED SHARES IN THE COMPANY On 17th July, 1999 USI Holdings Ltd. (“USI”) notified the Company that USI had acquired excess nil-paid rights the exercise of which would result in a mandatory general offer for shares in the Company under rule 26 of the Hong Kong Code on Takeovers and Mergers. On 24th July, 1999 Twin Dragon Investments Limited, a wholly-owned subsidiary of USI, together with Great Venture Holdings Limited, a company wholly-owned by 4 directors of the Company, notified the Company that they would jointly make an unconditional cash offer for all the issued shares in the Company (other than those already owned by the offerors or parties acting in concert with them) at a price of HK$1.90 per share. The offer closed on 4th October, 1999 and a total of 365,582 shares were acquired by the offerors. There have been no changes to the board of directors of the Company, the management or the employees of the Group by reason only of the offer. BORROWINGS Through the application of the net proceeds of the rights issue and funds generated from the Group’s operations, the Group’s total bank borrowings have been reduced by HK$219.8 million during the year under review and stood at HK$1,134.8 million as at 31st March, 2000. The Group’s net current liabilities as at that date have also been reduced by HK$245.8 million to HK$133.6 million.

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Chairman’s Statement (continued) The Group has been taking advantage of interest differentials between the Hong Kong dollar and the US dollar to reduce the Group’s borrowing costs. In view of the narrowing gap or even a change in the direction of interest rate disparities, the Group has reduced the amount of i ts bank borrowings denominated in US dollar by HK$98.2 million during the year under review and the switching is continuing. As at 31st March, 2000, about HK$466.1 million and HK$38.4 million of the Group’s bank borrowings were denominated in US dollar and Japanese yen respectively. Arrangement has been made to switch the yen loan, which is tied to the Group’s investment property in Singapore, to align with the underlying asset and income stream. DIVIDEND The Directors do not recommend a dividend for the year ended 31st March, 2000. OUTLOOK The current financial year is not expected to be auspicious for the industrial property sector in Hong Kong. The pressure on rental and sale price of industrial properties seems to have stabilised but demand continues to be soft. The series of interest rate hikes on the other hand will inevitably increase the Group’s borrowing costs. The anticipated completion of the sale of the Winsor Centre will of course benefit the Group, but the sale remains conditional as at the date of this statement and completion will be in stages. Whilst it is hoped to change the use of the site at 102 How Ming Street, Kwun Tong from industrial/office to office, the redevelopment will not commence for the time being. THE YEAR 2000 COMPLIANCE All computer systems of the Group functioned normally upon entering the year 2000. The Group will continue to monitor the Year 2000 problem and a contingency plan will be maintained to ensure the continuity of operations in case of unexpected system failure. CHOU Wen Hsien Chairman Hong Kong, 28th June, 2000.

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Report of the Directors The Directors have pleasure in submitting their report and the audited accounts for the year ended 31st March, 2000. 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 33 to 34. RESULTS AND APPROPRIATIONS The results of the Group for the year are set out in the consolidated profit and loss account on page 13. An analysis of the Group’s turnover and contribution to operating profit for the year by principal activities and geographical areas is set out in note 3 to the accounts. A summary of the results and of the assets and liabilities of the Group for the last 5 years is set out on page 37. No interim dividend was declared. The Directors do not recommend a final dividend. 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 note 21 to the accounts. 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 35 to 36 of the accounts. SHARE CAPITAL Details of the movements in share capital of the Company are set out in note 20 to the accounts. BANK, OTHER BORROWINGS AND INTEREST CAPITALISED Details of bank and other borrowings are set out in notes 19, 22 and 23 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 3. Mr. Cheng Wai Sun, Edward was appointed on 16th December, 1999. He retires under the provisions of Article 99 at the forthcoming annual general meeting and, being eligible, offers himself for re-election. Mr. Au Hing Lun, Dennis was appointed alternate to Mr. Cheng Wai Sun, Edward on 16th December, 1999. Mr. Cheng Wai Chee, Christopher was appointed Vice-Chairman on 28th June, 2000. Mr. Chou Wen Hsien, Mr. Cheng Wai Chee, Christopher, Mr. Chow Chung Kai and Mr. Chow Wai Wai, John retire by rotation under the provisions of Article 116 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, except that 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. Pursuant to the Code of Best Practice, an Audit Committee with written terms of reference has been appointed on 18th December, 1998 to assume duty from the Group’s financial year commencing 1st April, 1999. The Audit Committee comprises two independent non-executive directors, namely Mr. Chow Pai Ying 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 and supervision of the Group’s financial reporting process and internal controls. The Audit Committee has met three times since it assumed duty.

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Report of the Directors (continued) DIRECTORS’ INTERESTS IN CONTRACTS AND IN EQUITY OR DEBT SECURITIES Save and except as the related party transactions disclosed in the section “Major customers and suppliers” and in note 11(a) of the accounts. No contracts of significance in relation to the Company’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 31st March, 2000 in the issued share capital of the Company and its associated corporations (within the meaning of the Securities (Disclosure of Interests) Ordinance) as recorded in the register maintained under section 29 of that Ordinance are set out below:

Personal

interestsFamily

interestsCorporate

interests(Note 1)

Other interests

(Notes 2 & 3)

Total

The Company Ordinary shares held:

Mr. Chou Wen Hsien 10,167,406 2,736,088 26,150,791 ─ 39,054,285Mr. Chow Chung Kai 12,698,195 9,000 26,150,791 ─ 38,857,986Mr. Cheng Wai Chee, Christopher — 27,000 — 92,967,887 92,994,887Mr. Cheng Wai Sun, Edward — — — 71,790,500 71,790,500Mr. Chow Ming Shan 4,323,624 — — ─ 4,323,624Mr. Tang Hung Yuan 7,014,015 212,500 — ─ 7,226,515Mr. Chow Wai Wai, John 1,052,500 — — ─ 1,052,500Mr. Lam Woon Bun 50,000 10,000 — ─ 60,000Mrs. Chen Chou Mei Mei, Vivien 70,000 — — ─ 70,000

Sutherland Investment Co. Ltd. Ordinary shares held:

Mr. Chou Wen Hsien ─ ─ 40 ─ 40Mr. Chow Chung Kai ─ ─ 40 ─ 40

Notes: (1) Such shares are held by corporations 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 meetings of the corporations. (2) 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”.

(3) 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% 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 21,177,387 ordinary shares of the Company as from 4th October, 1999. 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 31st March, 2000.

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DIRECTORS’ INTEREST IN COMPETING BUSINESSES Set out below is information disclosed pursuant to paragraph 8.10(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited:- Six executive Directors of the Company, namely Messrs. Chou Wen Hsien, Chow Chung Kai, Chow Wai Wai, John, Chow Ming Shan, Tang Hung Yuan and Lam Woon Bun, being also executive directors of Winsor Industrial Corporation, Limited (“WICL”) are considered as having an interest in WICL under paragraph 8.10(2). Ownership of an industrial building (which is partly owner-occupied) 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, an executive Director of the Company, being also an executive director of Safety Godown Company Limited (“Safety Godown”) 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 constituted competing businesses to the Group. Mr. Chow Ming Shan is 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. Two executive Directors of the Company, namely Mrs. Chen Chou Mei Mei, Vivien and Mr. Lam Woon Bun, being also directors of Ocean-Land Group Limited (“Ocean-Land”) are considered as having an interest in Ocean-Land under paragraph 8.10(2). Ownership of a carpark building and an industrial building in Hong Kong for letting by Ocean-Land’s subsidiaries constitute competing businesses to the Group. Mrs. Chen Chou Mei Mei, Vivien and Mr. Lam Woon Bun are not involved in any way in the carrying on of the competing

businesses by Ocean-Land. The Group is therefore capable of carrying on its business independently of, and at arm’s length from, the said competing businesses. SUBSTANTIAL SHAREHOLDERS The register of substantial shareholders maintained under section 16 (1) of the Securities (Disclosure of Interests) Ordinance shows that at 31st March, 2000 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:

Number of % of Ordinary shares held Total

Crossbrook Group Limited 71,790,500 27.65% Wing Tai Holdings Limited * 71,790,500 27.65% * Crossbrook Group Limited is a wholly-owned subsidiary of

Wing Tai Holdings Limited. Consequently, Wing Tai Holdings Limited is deemed, under the Securities (Disclosure of Interests) Ordinance, to be interested in all the shares beneficially owned by Crossbrook Group Limited.

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, the percentage of the Group’s sales and purchases attributable to major customers and suppliers are as follows: Percentage of sales attributable to the Group’s

largest customer 14.48% Percentage of sales attributable to the Group’s

5 largest customers 31.95% Percentage of purchases attributable to the Group’s

largest supplier 11.64% Percentage of purchases attributable to the Group’s

5 largest suppliers 34.54%

The Group’s largest and second largest customers are wholly-owned subsidiaries of WICL. Six executive directors of the Company, namely Messrs. Chou Wen Hsien, Chow Chung Kai, Chow Wai Wai, John, Chow Ming Shan, Tang Hung Yuan and Lam Woon Bun, are also executive directors of WICL.

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Report of the Directors (continued) 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 CHOU Wen Hsien Chairman Hong Kong, 28th June, 2000.

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Notice of Annual General Meeting 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, 16th August, 2000 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 31st March, 2000.

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, 21st July, 2000. 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 14th August to 16th August, 2000, both days inclusive. In order to be eligible to attend the meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Share Registrars, Central Registration Hong Kong Ltd., Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m. on Friday, 11th August, 2000.

12


Report of the Auditors Auditors’ Report 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 13 to 34 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 circumstance 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 31st March, 2000 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, 28th June, 2000.

13


Consolidated Profit and Loss Account For the year ended 31st March, 2000

Note 2000

HK$’000 1999

HK$’000 Turnover 3 260,873 172,871Cost of sales (130,470) (60,921)Gross profit 130,403 111,950Other revenues 3 19,992 17,251Selling expenses (4,668) (2,980)Administrative expenses (30,094) (29,832)Provision for other receivables 16 — (160,100)Other operating expenses (12,466) (20,538) 103,167 (84,249)Finance costs 6 (88,257) (77,250)Operating profit/(loss) 3,4 14,910 (161,499)Share of results of associated companies 6,944 2,915Profit/(loss) before taxation 21,854 (158,584)Taxation 8 (2,745) (14,016)Profit/(loss) after taxation 19,109 (172,600)Minority interests (8,290) (5,549)

Profit/(loss) attributable to shareholders 9,21 10,819 (178,149) HK$ HK$Earnings/(loss) per share 10 0.05 (1.18)

14


Consolidated Balance Sheet At 31st March, 2000

Note 2000

HK$’000 1999

HK$’000 Fixed assets 12 2,804,418 2,873,300 Associated companies 14 128,122 140,716 Other investments 15 538,312 432,935 Other receivables 16 — ─ Current assets

Properties for sale 17 228,883 286,623Debtors 41,661 39,352Tax recoverable 263 867Cash and bank balances 22,719 21,688

293,526 348,530 Current liabilities

Creditors and accruals 18 101,354 194,533Bank loans and overdrafts 19 311,082 518,362Tax payable 14,717 15,061

427,153 727,956

Net current liabilities (133,627) (379,426) Employment of funds 3,337,225 3,067,525 Share capital 20 2,596 1,298 Reserves 21 2,305,926 2,026,011 Shareholders’ funds 2,308,522 2,027,309 Minority interests 3,625 3,022 Long term bank loans 22 823,671 836,189 Other long term loans 23 195,100 195,100 Deferred taxation 24 6,307 5,905 Funds employed 3,337,225 3,067,525

CHOW Chung Kai CHOU Wen Hsien Director Director

15


Balance Sheet At 31st March, 2000

Note 2000

HK$’000 1999

HK$’000 Subsidiaries 13 2,362,890 2,020,688 Current assets

Debtors 109 108Cash and bank balances 16 1

125 109 Current liabilities

Creditors and accruals 482 254Tax payable 1 29

483 283

Net current liabilities (358) (174) Employment of funds 2,362,532 2,020,514

Share capital 20 2,596 1,298

Reserves 21 2,359,936 2,019,216 Shareholders’ funds 2,362,532 2,020,514

CHOW Chung Kai CHOU Wen Hsien Director Director

16


Consolidated Cash Flow Statement For the year ended 31st March, 2000

Note 2000

HK$’000 1999

HK$’000 Net cash inflow from operating activities 29a 86,586 129,388 Returns on investments and servicing of finance Interest received 1,180 1,495Interest paid (87,229) (92,377)Dividends received from other investments 12,465 12,184Dividend paid to minority interests (339) ─

Net cash outflow from returns on investments and servicing of finance

(73,923

) (78,698)

Taxation Hong Kong profits tax refunded/(paid) 116 (1,317)Overseas tax paid (720) (358)Tax paid (604) (1,675) Investing activities Purchase of fixed assets (1,081) (5,040)Expenditures on property under development (31,872) (326,669)Amounts advanced to associated companies (581) (474)Loans recovered from/(loans to) third parties 16 241 (82,100)Proceeds from disposal of fixed assets 8,362 17,614Amounts repaid by associated companies 14,288 10,746Proceeds from disposal of other investments 22,324 ─

Net cash inflow/(outflow) from investing activities 11,681 (385,923)

Net cash inflow/(outflow) before financing 23,740 (336,908) Financing Issue of new shares 207,748 ─Share issue expenses (1,402) ─Expenses in relation to a general offer for the Company’s shares (1,375) ─New long term bank loans 110,000 425,000New short term bank loans 365,000 96,200Repayment of long term bank loans (137,873) (65,762)Repayment of short term bank loans (531,873) (137,611)

Net cash inflow from financing 29b 10,225 317,827

Increase/(decrease) in cash and cash equivalents 33,965 (19,081)Cash and cash equivalents at 1st April of the previous year (13,312) 5,769Cash and cash equivalents at 31st March 20,653 (13,312)

Analysis of the balances of cash and cash equivalents Cash and bank balances 22,719 21,688Bank overdrafts and loans repayable within 3 months from

date of advance 29c (2,066) (35,000) 20,653 (13,312)

17


Consolidated Statement of Recognised Gains and Losses For the year ended 31st March, 2000

Note 2000

HK$’000 1999

HK$’000 Revaluation decrease of investment properties 21 (47,688) (60,259) Revaluation decrease of property held for development 21 (4,578) (510,913) Decrease on revaluation of associated companies 21 (7,300) (2,883) Surplus/(decrease) on revaluation of other investments 21 127,701 (150,163) Exchange differences arising on translation of accounts of

subsidiaries and associated companies

21 421

(2,940) Net gains/(losses) not recognised in the profit and loss account 68,556 (727,158) Profit/(loss) for the year 21 10,819 (178,149) Less: Realisation of investment properties revaluation reserve

upon disposal of properties

21 (3,133 ) (3,280)

Total recognised gains/(losses) 76,242 (908,587) Contributed surplus arising from adjustment to cost of

acquisition of a subsidiary in previous years

21 — 785

76,242 (907,802)


Notes to the Accounts

18

1. Basis of preparation of accounts

As at 31st March, 2000 the Group’s current liabilities exceeded its current assets by HK$133,627,000 (1999: HK$379,426,000). As detailed in note 30 to the accounts, the Group, subsequent to the year end date, has entered into a memorandum of sales and purchase with an independent third party to dispose of its entire interests in a property, namely Winsor Centre. As at the date of approval of these accounts, this proposed transaction is subject to certain conditions, the fulfillment of which is expected by the Directors to occur in the near future. The Directors are of the opinion that the Group will be able to generate sufficient funds from the disposal of Winsor Centre and/or to obtain continuing and sufficient banking facilities to meet its liabilities as and when they fall due and to enable it to continue operating for the foreseeable future. Accordingly, the Directors have prepared the accounts on a going concern basis.

In addition, the accounts have been prepared in accordance with generally accepted accounting principles 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.

The presentation and classification of certain comparative figures including exceptional items in the prior year accounts have been adjusted or extended to conform with the current year’s presentation as a result of the adoption of SSAP 2.101 “Presentation of financial statements”, SSAP 2.102 “Net profit or loss for the period, fundamental errors and changes in accounting policies” and SSAP 2.124 “Accounting for investments in securities”. The adoption of SSAP 2.101, SSAP 2.102 and SSAP 2.124 has no effect on the profit attributable to shareholders and the shareholders’ funds of the Group and the Company.

2. Principal accounting policies

The principal accounting policies adopted in the preparation of the accounts are set out below.

(a) Basis of consolidation

The consolidated accounts include the accounts of the Company and its subsidiaries made up to 31st March. A company is a subsidiary if more than 50% of the voting power or issued share capital is held for the long-term or the composition of the board of directors is under control.

The consolidated accounts also include the Group’s share

of post-acquisition profits less losses, and reserves, of its associated companies.

All significant intercompany transactions and balances within the Group are eliminated on consolidation.

The gain or loss on the disposal of a subsidiary represents

the difference between the proceeds of the sale and the Group’s share of its net assets together with any goodwill or capital reserve which was not previously recognised in the consolidated profit and loss account.

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, if necessary, for any permanent diminution in value. The results of subsidiaries are accounted for by the Company on the basis of dividends received and receivable.

(b) 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 as reported in their accounts, and the consolidated balance sheet includes the Group’s share of the net assets of the associated companies.

(c) Goodwill or capital reserve on consolidation Goodwill or capital reserve on consolidation represents the

excess or shortfall of the purchase consideration paid over the Group’s share of the fair value ascribed to the net assets of the respective subsidiaries or associated companies acquired at the date of acquisition and are written off or credited to reserves in the year in which they arise. Upon disposal of a subsidiary or an associated company, the attributable amount of goodwill or capital reserve previously written off or credited to reserves is transferred to the profit and loss account in determining the profit or loss on such disposal.

(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 greater than 20 years are stated at valuations undertaken annually by independent valuers. The

19

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.

Investment properties held on leases with unexpired periods of 20 years or less are depreciated over the remaining portion of the leases.

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 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.

(f) Leasehold land and buildings and other fixed assets Leasehold land and buildings and other fixed assets are

stated at cost or 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 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.

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 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 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 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 prior to the commencement 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) Deferred taxation Deferred taxation is accounted for at the current tax 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 asset is expected to be payable or receivable in the foreseeable future.



20

(k) 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.

Where a forward contract is used for trading purposes or as a hedge of a net monetary asset or liability, the gain or loss on the contract and the discount or premium are taken to 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.

(l) 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.

(m) 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.

21

3. Analysis of Group’s turnover, revenues and operating profit/(loss)

The Group is principally engaged in property investment and development, investment holding and property management. Turnover, revenues and operating profit/(loss) can be analysed as follows:

Turnover and revenues 2000

HK$’000 1999

HK$’000 Turnover Sale of development properties 71,000 ─ Rental income 169,363 152,805 Storage income 20,510 20,066 260,873 172,871 Other revenues Dividend income from other investments 12,465 12,184 Interest income 1,162 1,060 Others 6,365 4,007 19,992 17,251

280,865 190,122 Operating profit/(loss) 2000

HK$’000 1999

HK$’000 Operating profit/(loss) before interest income and finance costs Sale of development properties 12,839 ─ Rental income 75,520 61,241 Storage income (2,059) (980) Gain on disposal of investment properties 2,999 2,346 Write back of provision/(provision) for other receivables 241 (160,100) Investment income 12,465 12,184 102,005 (85,309) Interest income less finance costs (87,095) (76,190) 14,910 (161,499)

Analysis of turnover and operating profit/(loss) by geographical area is as follows:

Turnover Operating profit/(loss) 2000

HK$’0001999

HK$’000 2000

HK$’000 1999

HK$’000 Operating results before interest income and finance costs

Hong Kong 254,643 167,575 92,087 (90,185) Singapore 3,838 3,681 10,363 5,995 Mainland China 2,392 1,615 (445) (1,119) 260,873 172,871 102,005 (85,309) Interest income less finance costs — ─ (87,095) (76,190) 260,873 172,871 14,910 (161,499)



22

4. Operating profit/(loss)

Operating profit/(loss) is stated after crediting and charging the following: Group 2000

HK$’000 1999

HK$’000 Crediting: Gain on disposal of investment properties 2,999 2,346 Gross rental income from investment properties 158,442 145,806 Other rental income net of outgoings 6,352 2,702 Dividend income from other investments 12,465 12,184 Charging: Depreciation of fixed assets 3,869 3,855 Staff costs 28,782 30,750 Cost of development properties sold 58,161 — Outgoings in respect of investment properties 57,854 47,265 Operating leases – land and buildings 9,237 12,282 Retirement benefit costs (Note 7) 6 11 Auditors’ remuneration 617 750

Exchange loss 7,762 19,321 5. 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:

2000 HK$’000

1999HK$’000

Fees 266 231 Other emoluments: Salaries 5,799 5,938 Bonuses 3,226 3,146 9,291 9,315

Directors’ fees disclosed above include HK$80,000 (1999: HK$51,200) paid to Independent Non-Executive Directors.

The emoluments of the Directors fell within the following bands:

Number of Directors Emolument bands 2000 1999

Nil — HK$1,000,000 8 7 HK$1,000,001 — HK$1,500,000 3 4 HK$1,500,001 — HK$2,000,000 2 2 HK$2,000,001 — HK$2,500,000 1 ─

14 13 (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.

23

6. Finance costs Group 2000

HK$’000 1999

HK$’000 Interest expense Bank loans and overdrafts 83,745 90,856 Other loans and payables repayable within five years 4,512 3,699 88,257 94,555 Less: Amount capitalised in properties under development — (17,305) Total borrowing costs 88,257 77,250

The capitalisation rate applied to funds borrowed and used for the development of properties in 1999 was approximately 8.72% per annum.

7. Retirement benefit costs

A subsidiary operates in a country which has central government administrated retirement scheme. Contributions are made by the subsidiary at certain percentages of the basic salaries of the employees according to the statutory requirements. The subsidiary does not have any future liability for the retirement benefits of the employees after making such contributions. The retirement benefit costs in respect of the above retirement scheme amounted to HK$6,000 (1999: HK$11,000).

8. Taxation

Hong Kong profits tax has been provided at the rate of 16% (1999: 16%) on the estimated assessable profits for the year. Overseas taxation has been provided on the estimated assessable profits of subsidiaries and associated companies operating overseas, at rates applicable in the respective jurisdictions.

Group 2000

HK$’000 1999

HK$’000 The Company and its subsidiaries: Hong Kong profits tax 50 12,449 Overseas taxation 814 619 Deferred taxation (Note 24) 402 656 1,266 13,724 Associated companies: Hong Kong profits tax 66 44 Overseas taxation 1,413 248 1,479 292

2,745 14,016 Deferred tax credit for the year has not been accounted for in respect of:

Tax losses 4,572 3,000



24

9. Profit/(loss) attributable to shareholders

The profit/(loss) attributable to shareholders is dealt with in the accounts of the Company to the extent of a profit of HK$33,194,000(1999: loss of HK$38,424,000).

10. Earnings/(loss) per share

The calculation of earnings/(loss) per share is based on profit attributable to shareholders of HK$10,819,000 (1999: loss of HK$178,149,000) and on the weighted average of 222,341,991 (1999: 150,344,114) shares in issue after adjustment of the number of shares in issue prior to the one-for-one rights issue on 4th August, 1999 by the factor 2.20/1.90 (i.e. the last cum-rights price over the theoretical ex-rights price).

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 normal commercial terms:

2000HK$’000

1999HK$’000

Sale of properties to the Winsor Industrial Corporation, Limited (“WICL”) Group (Note 18) 71,000 — Rental and storage income received from the WICL Group 4,567 4,443 Rental expenses paid to the WICL Group 1,685 3,854 Reimbursement of administrative expenses to the WICL Group 15,667 17,807 Interest expense paid to the WICL Group 3,655 1,805 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 on The Stock Exchange of Hong Kong Limited by reason that Chericourt Company Limited (“Chericourt”) is a 75% owned subsidiary of the Company:

During the year loans totalling HK$149,051,000 were repaid by Chericourt to certain wholly owned subsidiaries (1999: HK$36,305,000). The loans are for financing the development costs of the Regent Centre at 63-73 Wo Yi Hop Road, Kwai Chung, New Territories, Hong Kong. The loans are unsecured and have no fixed terms of repayment. As at 31st March, 2000, loans granted by the wholly owned subsidiaries to Chericourt amounted to HK$704,974,000 (1999: HK$854,025,000) of which HK$585,300,000 (1999: HK$585,300,000) is interest free and the remaining balance carries interest at Hong Kong Inter-bank Offer Rate plus 1.875% per annum.

On 27th January, 2000 the Company issued a guarantee to a bank to secure a term loan facility of HK$110,000,000 granted toChericourt. The term loan is repayable by progressive quarterly instalments within seven years. Each of the minority shareholdersof Chericourt has provided a deed of indemnity to indemnify the Company against the guaranteed liability of Chericourt to the extentof its percentage shareholding in Chericourt.

25

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 1st April, 1999 2,528,032 37,576 300,000 17,489 2,883,097 Translation differences 894 173 — 6 1,073 Additions — 158 578 345 1,081 Revaluation (58,040 ) — (4,578) — (62,618) Disposals (4,400 ) — — (292) (4,692) At 31st March, 2000 2,466,486 37,907 296,000 17,548 2,817,941 Accumulated depreciation At 1st April, 1999 — 3,022 — 6,775 9,797 Translation differences — — — — — Charge for the year — 1,020 — 2,849 3,869 Disposals — — — (143) (143) At 31st March, 2000 — 4,042 — 9,481 13,523

Net book value At 31st March, 2000 2,466,486 33,865 296,000 8,067 2,804,418 At 31st March, 1999 2,528,032 34,554 300,000 10,714 2,873,300 Analysis of cost or valuation: At professional valuation in 1996 — 37,000 — — 37,000 2000 2,466,486 — 296,000 — 2,762,486 At cost — 907 — 17,548 18,455 2,466,486 37,907 296,000 17,548 2,817,941

Investment properties are held in Hong Kong and Singapore and were revalued at 31st March, 2000 by Brooke International (China) Limited and DTZ Debenham Tie Leung (SEA) Pte. Ltd., both being independent valuers, respectively on the open market value basis.

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

Group 2000

HK$’0001999

HK$’000 Held in Hong Kong:

On medium-term leases 2,672,565 2,751,010 Held outside Hong Kong: On long-term leases 89,921 77,022 On medium-term leases 33,865 34,554 2,796,351 2,862,586

Medium-term leasehold land and buildings outside Hong Kong are held in Mainland China and are stated at valuation at 30th 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 31st March, 2000. The aggregate net book value of these properties at 31st March, 2000 was HK$33,865,000 (1999: HK$34,554,000) but would have been HK$36,406,000 (1999: HK$37,215,000) had they been stated at cost less accumulated depreciation.

Property held for development is held in Hong Kong and is stated at valuation at 31st March, 2000 on the open market value basis by Brooke International (China) Limited, independent valuers.

Certain investment properties and property held for development with a total net book value of HK$2,169,036,000 as at 31st March, 2000 (1999: HK$2,232,009,000) have been mortgaged to secure the Group’s banking facilities.



26

13. Subsidiaries Company

2000 HK$’000

1999HK$’000

Unlisted shares – at cost 1 1 Loans and amounts due from subsidiaries 3,277,841 3,072,667 Less: Provision (914,952 ) (1,051,980) 2,362,890 2,020,688 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$350,250,000 (1999: HK$450,000,000) granted to Winsor Air Cargo Centre Limited.

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

Particulars of the subsidiaries are set out on pages 33 to 34. 14. Associated companies

Group 2000

HK$’000 1999

HK$’000

Group’s share of net assets 44,791 43,678 Amounts due from associated companies 83,331 97,038 128,122 140,716 Investments at cost – unlisted shares 20,854 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 34. 15. Other investments 2000

HK$’000 1999

HK$’000

Unlisted investments – at valuation 537,266 431,889 Loans due from unlisted investments 1,046 1,046 538,312 432,935 Unlisted investments at valuation include investments in 5.14% (1999: 5.00%) and 10.06% (1999: 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”). During the year, Suntec Investments Pte. Ltd. effected a reduction of capital and the Group’s cost of investment therein was reduced by HK$22,324,000 (1999: Nil).

As at 31st March, 2000, the Suntec Interests were revalued by the Directors on a business valuation basis with reference to the property market in Singapore at HK$529,661,000 (1999: HK$424,284,000) and the valuation surplus of HK$127,701,000 has been credited to the investment revaluation reserve account (Note 21). 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.

27

16. Other receivables

Group 2000

HK$’000 1999

HK$’000

Loans due from third parties 189,859 190,100 Provision (189,859 ) (190,100) — ─

The loans (“the Loans”) were advanced by the Group to two construction companies (“the Borrowers”), which are independent third

parties, pursuant to a loan agreement entered into on 27th March, 1998 between the Borrowers as the borrowers and Congenial Investments Limited, a wholly owned subsidiary of the Group and an independent third party as the lenders (“Lenders”).

The Loans are secured, interest bearing at 13% per annum or the Lenders’ cost of funding plus 4% per annum, whichever is higher and repayable on demand. The Lenders have also been granted options expiring on 27th March, 2003 to acquire the respective entire issued share capital of the Borrowers for a consideration of HK$10,000 each or to subscribe for shares representing 90% of the issued share capital (as enlarged by the subscription) of the ultimate holding company of the Borrowers for HK$1,204,272. Effectively the Group will have substantial equity interests of the Borrowers upon exercise of the said options.

On 27th November, 1998 the Borrowers commenced voluntary liquidation pursuant to Section 228A of the Hong Kong Companies Ordinance on the ground that they could not by reason of their liabilities continue their businesses. The outstanding balance of the Loans as at that date amounted to HK$190,200,000, without taking into account of interests entitled.

The Group has been enforcing the securities of the Loans. Due to the nature of the Borrowers’ business and the nature of the charged assets, the realisation of the charged assets will take a long time to complete and the ultimate realisable amount is not expected to be material. During the year a sum of HK$241,000 (1999: HK$100,000) has been realised, reducing the outstanding balance of the Loans to HK$189,859,000 (1999: HK$190,100,000).

The Group will also be entitled to share in the Borrowers’ unsecured assets. It is however impossible to estimate with any degree of certainty the ultimate realisable amount from such unsecured assets and the Group’s share in the proceeds.

17. Properties for sale

Properties for sale are carried at cost and have been mortgaged to secure the Group’s banking facilities. 18. Creditors and accruals

The carrying amount of creditors and accruals at 31st March, 1999 included an amount of HK$71,000,000 being deposit paid by a subsidiary of WICL which carried interest at Hong Kong Interbank Offer Rate plus 1.875% per annum. The WICL subsidiary was then negotiating with a subsidiary of the Company for the purchase of certain units in the Winsor Centre at 168 Yeung Uk Road, Tsuen Wan, New Territories, Hong Kong for its garment operation at a consideration of about HK$71,000,000. The sale was subject to certain approvals by government authorities in respect of the Winsor Centre and those units, and the deposit gave the WICL subsidiary a right of first refusal in respect of the purchase of those units. The contemplated sale was completed in September 1999 and the deposit was applied towards payment of the consideration (Note 11a).

Also included in creditors and accruals are an amount of HK$632,000 (1999: HK$5,871,000), being money collected on behalf of an associated company, and an amount of HK$3,805,000 (1999: HK$1,395,000) being shared administrative expenses payable to the WICL Group.



28

19. Bank loans and overdrafts

Group 2000

HK$’0001999

HK$’000 Repayable on demand or within one year: Secured 130,066 346,474 Unsecured 40,000 34,952 170,066 381,426 Current portion of long term bank loans (Note 22) 141,016 136,936 311,082 518,362

The loans were all denominated in Hong Kong dollar (1999: HK$41,922,000 of the secured loans and HK$24,952,000 of theunsecured loans were denominated in United States dollar).

20. Share capital

Ordinary shares of HK$0.01 each

No. of shares HK$’000 Authorised: At 1st April, 1999 200,000,000 2,000 Increase in authorised ordinary share capital 550,000,000 5,500 At 31st March, 2000 750,000,000 7,500 Issued and fully paid: At 1st April, 1999 129,842,644 1,298 Issue of shares 129,842,644 1,298 At 31st March, 2000 259,685,288 2,596 By an ordinary resolution passed at an extraordinary general meeting of the Company held on 5th July, 1999, the authorised share

capital of the Company was increased to HK$7,500,000 by the creation of 550,000,000 ordinary shares of HK$0.01 each.

On 4th August, 1999 the issued share capital of the Company was increased to HK$2,596,000 by the issue of 129,842,644 shares of HK$0.01 each at a premium of HK$1.59 each pursuant to a one-for-one rights issue. These shares rank pari passu with the existing shares.

21. Reserves Group Company 2000

HK$’000 1999

HK$’000 2000

HK$’000 1999

HK$’000 Contributed surplus At 1st April of the previous year 653,700 652,915 2,050,737 3,064,278 Share premium net of share issue expenses 203,673 — 203,673 — Write back of provision/(provision) for diminution

in value of investment in subsidiaries —

—

103,853

(1,013,541) Adjustment to cost of acquisition of a subsidiary

in previous years —

785

—

— At 31st March 857,373 653,700 2,358,263 2,050,737

Land and buildings revaluation reserve At 1st April of the previous year 87,178 759,491 — — Transfer to retained profits on disposal of

properties for sale (15,300 ) —

—

—

Transfer to investment properties revaluation reserve — (161,400) — — Arising from valuation ─ Subsidiaries (4,578) (510,913) — — At 31st March 67,300 87,178 — —

29

21. Reserves (continued) Group Company 2000

HK$’000 1999

HK$’000 2000

HK$’000 1999

HK$’000 Investment properties revaluation reserve At 1st April of the previous year 1,102,680 1,004,819 — — Transfer from land and buildings revaluation reserve — 161,400 — — Amount realised on disposal of investment properties ─ Subsidiaries (3,133) (5,996) — — ─ Associated companies — 2,716 — — Arising from valuation ─ Subsidiaries (50,605) (59,485) — — ─ Associated companies 2,917 (774) — — At 31st March 1,051,859 1,102,680 — —

Investment revaluation reserve At 1st April of the previous year 314,641 467,687 — — Arising from valuation ─ Subsidiaries 127,701 (150,163) — — ─ Associated companies (7,300) (2,883) — — At 31st March 435,042 314,641 — —

Exchange fluctuation account At 1st April of the previous year (10,420) (7,480) — — Net movement for the year 421 (2,940) — — At 31st March (9,999) (10,420) — —

Accumulated loss At 1st April of the previous year (121,768) 56,381 (31,521) 6,903 Profit/(loss) for the year 10,819 (178,149) 33,194 (38,424) Transfer from land and buildings revaluation reserve 15,300 — — — At 31st March (95,649) (121,768) 1,673 (31,521) Total reserves 2,305,926 2,026,011 2,359,936 2,019,216

Group 2000

HK$’0001999

HK$’000 Profit/(loss) for the year retained by: The Company and its subsidiaries 5,354 (180,772) Associated companies 5,465 2,623 10,819 (178,149) The Group’s share of the undistributed post-acquisition reserves of associated companies comprises: Investment properties revaluation reserve 9,689 6,772 Investment revaluation reserve 5,763 13,063 Exchange fluctuation account (5,756) (5,787) Retained profits 14,241 8,776 23,937 22,824 Under the Cayman Islands Companies Law, contributed surplus is distributable. Accordingly, total distributable reserves of the

Company as at 31st March, 2000 amounted to HK$2,359,936,000 (1999: HK$2,019,216,000).



30

22. Long term bank loans Group 2000

HK$’000 1999

HK$’000 Secured

─ wholly repayable within five years

854,687

973,125 ─ not wholly repayable within five years 110,000 ─ Less: Amount repayable within one year included under current liabilities (Note 19) (141,016 ) (136,936) 823,671 836,189 The bank loans are repayable as follows: Within one year 141,016 136,936 In the second year 174,287 127,488 In the third to fifth years inclusive 599,384 708,701 After the fifth year 50,000 ─

964,687 973,125

The bank loans included an amount of HK$466,074,000 (1999: HK$497,448,000) denominated in United States dollar and an amount of HK$38,363,000 (1999: HK$47,229,000) denominated in Japanese yen.

23. Other long term loans Group 2000

HK$’000 1999

HK$’000 Amounts due to minority shareholders of a subsidiary 195,100 195,100 The unsecured loans from minority shareholders of a 75% owned subsidiary is intended for financing the development costs of the

Regent Centre at 63-73 Wo Yi Hop Road, Kwai Chung, New Territories, Hong Kong. The loans, which are in proportion to the equity interests of the minority shareholders in that subsidiary, are interest free and have no fixed terms of repayment.

24. Deferred taxation Group 2000

HK$’000 1999

HK$’000

At 1st April of the previous year 5,905 5,249 Transfer from profit and loss account (Note 8) 402 656 At 31st March 6,307 5,905

Arising from: Accelerated depreciation allowances 6,307 5,905

The potential deferred tax asset which has not been accounted for amounts to: Unrelieved tax losses 9,212 4,640 Deferred taxation has not been provided on revalued assets because the revaluation does not constitute a timing difference.

25. Future lease receipts

Group 2000

HK$’000 1999

HK$’000 Future minimum lease receipts under non-cancellable operating leases

in respect of investment properties are as follows:

Not later than one year 120,841 98,512 Later than one year and not later than five years 67,253 42,925 188,094 141,437

31

26. Capital commitments Group 2000

HK$’000 1999

HK$’000

Contracted but not provided for 597 ─ Authorised but not contracted for — ─

597 ─

27. Lease commitments Group 2000

HK$’000 1999

HK$’000 Operating lease commitments at 31st March payable in the next twelve months,

analysed according to the period in which the lease expires, are as follows:

Land and buildings — expiring in the first year 1,670 1,864 — expiring in the second to fifth years inclusive 7,200 7,800 8,870 9,664 28. Contingent liabilities Company 2000

HK$’000 1999

HK$’000 Guarantees given in respect of banking facilities granted to subsidiaries 1,466,943 1,540,378 29. Notes to the consolidated cash flow statement

(a) Reconciliation of operating profit/(loss) to net cash inflow from operating activities 2000

HK$’000 1999

HK$’000

Operating profit/(loss) 14,910 (161,499) Write back of provision/(provision) for other receivables (241 ) 160,100 Interest income (1,161 ) (1,060) Interest expenses 88,257 77,250 Dividend income (12,465 ) (12,184) Depreciation charges 3,869 3,855 Profit on disposal of fixed assets (2,895 ) (2,346) Decrease in properties for sale 57,740 — (Increase)/decrease in debtors (6,379 ) 1,633 (Decrease)/increase in creditors and accruals (62,335 ) 51,497 Exchange translation differences 7,286 12,142 Net cash inflow from operating activities 86,586 129,388



32

29. Notes to the consolidated cash flow statement (continued)

(b) Analysis of changes in financing during the year

Share capital including premium

Minority interests

Bank loans

2000HK$’000

1999HK$’000

2000HK$’000

1999HK$’000

2000HK$’000

1999HK$’000

At 1st April of the previous year 654,998 654,213 3,022 50,144 1,514,651 1,188,355 Exchange differences — — — — 7,882 8,469 Minority interests in share of

profits and reserves —

—

942

(47,122 ) —

—

Cash inflows/(outflows) from financing 204,971

—

—

—

(194,746

) 317,827

Dividends paid to minority interests —

—

(339

) —

—

—

Adjustment to cost of acquisition of a subsidiary in previous years —

785

—

—

—

— At 31st March 859,969 654,998 3,625 3,022 1,327,787 1,514,651

(c) Analysis of bank and other loans 2000

HK$’000 1999

HK$’000

Bank loans and overdrafts (Note 19) 170,066 381,426 Less: Amount included under cash equivalents (2,066 ) (35,000) 168,000 346,426 Long term bank loans (Note 22) 964,687 973,125 Other long term loans (Note 23) 195,100 195,100 1,327,787 1,514,651 30. Subsequent event

On 13th May, 2000 an indirectly wholly-owned subsidiary of the Company (the “Vender”) entered into a memorandum of sale and purchase with an independent third party (the “Purchaser”) to dispose of its entire interests in a property, namely Winsor Centre (the“Disposal”). The Disposal will be in several portions comprising committed purchases and options to purchase by the Purchaser over a period of time and is conditional upon the following:-

(a) A due diligence exercise on Winsor Centre to be completed by the Purchaser on or before 14th July, 2000; and (b) A certificate of compliance of the Conditions of Exchange of the land upon which Winsor Centre is erected to be obtained by the

Vender from the HKSAR Government.

In addition, the Disposal also requires the Group to repurchase certain floor spaces of Winsor Centre which have already been sold totwo related parties. Including the cost of repurchasing the said floor spaces, the carrying value of Winsor Centre is approximatelyHK$1,102 million including revaluation reserves. Taking into account the realisation of revaluation reserves, the Disposal will be profitable to the Group for all portions but the final overall profits to be reported will depend on the extent to which the options topurchase will be exercised by the Purchaser. Such profits will be recognised as and when the respective sales and purchases under the Disposal are completed.

31. Approval of accounts

The accounts set out on pages 13 to 34 were approved by the Board of Directors on 28th June, 2000.

33


Subsidiaries and Associated Companies Effective % shareholding held at

31st March, 2000

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

Limited Ordinary HK$ 200 100 — Property Management

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 75 — Investment Holding Chericourt Company Limited Ordinary HK$ 10,000 75 — Property Investment Winsor Properties Financial Services

Limited Ordinary HK$ 2 75 — Financial Services

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

sale

Winsor Properties Estate Management Limited

Ordinary HK$ 10,000 100 — Dormant 3

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

34


Subsidiaries and Associated Companies (continued)

Effective % shareholding held at

31st March, 2000

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

— —

Investment Holding 4

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 Associated Companies Javary Limited Ordinary HK$ 300 33 — Property Investment 2 Sutherland Investment Co., Ltd., U.S.A. Ordinary US$ 1 40 — Property Investment 3 Tat Yeung Investments Limited Ordinary

DeferredHK$HK$

1,010,0001,010,000

50 20

— —

Investment 2 4,5

Varitex Company Limited Ordinary HK$ 800,000 43 — Property Investment 2 Winsor Health Godown Limited, B.V.I. Ordinary US$ 1,000 50 — Investment Holding 3

Notes:

1. Unless otherwise stated, all companies are incorporated in Hong Kong. Those companies incorporated in Mainland China, Singapore and U.S.A. 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 have been audited by firms other than PricewaterhouseCoopers. The aggregate net assets and profit after taxation of these companies attributable to the Group amounted to HK$42,646,000 (1999: HK$47,969,000) and HK$2,033,000 (1999: HK$3,150,000) respectively.

3. The accounts of these companies are not audited. The aggregate net assets and profit after taxation of these companies attributable to the Group amounted to HK$19,879,000 (1999: HK$13,816,000) and HK$3,229,000 (1999: loss of HK$1,210,000) respectively.

4. The deferred shares, which are held by the WICL Group (unless otherwise stated), 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. Only 30% of these deferred shares are held by the WICL Group.

35


Schedule of Properties Location

Lease Expiry

Site Area

Gross Floor Area

Stage of Completion

Type

Effective Interest

(sq. ft.) (sq. ft.) Investment Properties: Winsor Centre, 168 Yeung Uk Road, R.P. of Tsuen Wan Town Lot 340, Tsuen Wan, New Territories, HONG KONG.

2047 89,998 830,529 (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 103,500 910,561 (remaining

portion)


75%

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%

36


Schedule of Properties (continued) 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%

Property for sale: Winsor Centre, 168 Yeung Uk Road, R.P. of Tsuen Wan Town Lot 340, Tsuen Wan, New Territories, HONG KONG.

2047 89,998 327,193 (portion for

sale)


100%

37


Five Year Financial Summary 2000

HK$’000 1999

HK$’000 1998

HK$’000 1997

HK$’000 1996

HK$’000 Group results for the year ended 31st March

Turnover 260,873 172,871 165,550 113,537 113,857 Profit/(loss) attributable to shareholders 10,819 (178,149) 66,644 48,534 33,219 Summary consolidated balance sheet as at 31st March

Fixed assets 2,804,418 2,873,300 2,916,970 2,857,260 1,590,779Properties under development — ─ 547,688 368,528 671,242Associated companies 128,122 140,716 149,297 123,941 90,408Other investments 538,312 432,935 583,098 712,716 156,952Other receivables — ─ 78,000 — —Net current liabilities (133,627) (379,426) (646,185) (168,930) (1,839,215)Employment of funds 3,337,225 3,067,525 3,628,868 3,893,515 670,166 Share capital 2,596 1,298 1,298 1,298 1,298Reserves 2,305,926 2,026,011 2,933,813 3,124,673 5,628Shareholders’ funds 2,308,522 2,027,309 2,935,111 3,125,971 6,926Minority interests 3,625 3,022 50,144 59,770 27,562Long term bank loans 823,671 836,189 443,264 507,835 69,901Other long term loans 195,100 195,100 195,100 195,100 561,434Deferred taxation 6,307 5,905 5,249 4,839 4,343Funds employed 3,337,225 3,067,525 3,628,868 3,893,515 670,166 Note: 1. The presentation and classification of certain comparative figures including exceptional items in prior years’ accounts have been

adjusted or extended to conform with the current year’s presentation as a result of the adoption of SSAP 2.101 “Presentation offinancial statements”, SSAP 2.102 “Net profit or loss for the period, fundamental errors and changes in accounting policies” andSSAP 2.124 “Accounting for investments in securities”. The adoption of SSAP 2.101, SSAP 2.102 and SSAP 2.124 has no effect onthe profit attributable to shareholders and the shareholders’ funds of the Group.

2. The Group’s results for the year ended 31st March, 1996 were extracted from the Company’s Introduction Document dated 14th

October, 1996 issued in respect of the listing by introduction of the Company’s shares on The Stock Exchange of Hong KongLimited.

Documents

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