This interim report ("Interim Report") (in both English and Chinese versions) has been posted on the Company's website at www.sino.com. Shareholders who have chosen to rely on copies of the Corporate Communications (including but not limited to annual report, summary financial report (where applicable), interim report, summary interim report (where applicable), notice of meeting, listing document, circular and proxy form) posted on the Company's website in lieu of any or all the printed copies thereof may request printed copy of the Interim Report.

Shareholders who have chosen or are deemed to have consented to receive the Corporate Communications using electronic means through the Company's website and who have difficulty in receiving or gaining access to the Interim Report posted on the Company's website will upon request be sent the Interim Report in printed form free of charge.

Shareholders may at any time choose to change their choice of language and means of receipt (i.e. in printed form or by electronic means through the Company's website) of all future Corporate Communications from the Company by giving notice in writing by post to the Company's Share Registrars, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong or by email at sinoland83-ecom@hk.tricorglobal.com.

此中期報告(「中期報告」)(英文及中文版)已於本公司網站www.sino.com 登載。凡選擇以本公司網站瀏覽所登載之 公司通訊(其中包括但不限於年報、財務摘要報告(如適用)、中期報告、中期摘要報告(如適用)、會議通告、上市文 件、通函及代表委任表格)以代替任何或所有印刷本之股東,均可要求索取中期報告之印刷本。

凡選擇或被視為已同意以透過本公司網站之電子方式收取公司通訊之股東,如在本公司網站收取或瀏覽中期報告時遇有 困難,可於提出要求下即獲免費發送中期報告印刷本。

股東可隨時發出書面通知予本公司股票登記處,卓佳標準有限公司,郵寄地址為香港皇后大道東183號合和中心54樓, 或透過電郵地址sinoland83-ecom@hk.tricorglobal.com,要求更改所選擇收取公司通訊的語言版本及收取方式(印刷

方式或以透過本公司網站之電子方式)。

CONTENTS

CORPORATE INFORMATION

3

CHAIRMAN'S STATEMENT

4

CONDENSED CONSOLIDATED STATEMENT OF

  PROFIT OR LOSS

12

CONDENSED CONSOLIDATED STATEMENT OF

  PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

13

CONDENSED CONSOLIDATED STATEMENT OF

  FINANCIAL POSITION

14

CONDENSED CONSOLIDATED STATEMENT OF

  CHANGES IN EQUITY

16

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

17

NOTES TO THE CONDENSED CONSOLIDATED

  FINANCIAL STATEMENTS

19

CLOSURE OF REGISTER OF MEMBERS

48

PURCHASE, SALE OR REDEMPTION OF

  THE COMPANY'S LISTED SECURITIES

48

DIRECTORS' INTERESTS

48

SUBSTANTIAL SHAREHOLDERS' AND

  OTHER SHAREHOLDERS' INTERESTS

52

DISCLOSURE PURSUANT TO RULE 13.22 OF

  THE LISTING RULES

54

DISCLOSURE OF DIRECTORS' INFORMATION PURSUANT TO

  RULE 13.51B(1) OF THE LISTING RULES

55

REMUNERATION COMMITTEE

56

NOMINATION COMMITTEE

56

AUDIT COMMITTEE

57

COMPLIANCE COMMITTEE

57

CODES FOR DEALING IN THE COMPANY'S SECURITIES

57

COMPLIANCE WITH CORPORATE GOVERNANCE CODE

58

REPORT ON REVIEW OF CONDENSED CONSOLIDATED

  FINANCIAL STATEMENTS

59

- 1 -

CORPORATE INFORMATION

Board of Directors

Principal Bankers

Robert Ng Chee Siong, Chairman

Bank of China (Hong Kong) Limited

Daryl Ng Win Kong,

JP, Deputy Chairman

Hang Seng Bank Limited

Ronald Joseph Arculli, GBM, CVO, GBS, OBE, JP#

The Hongkong and Shanghai Banking

Allan Zeman, GBM, GBS, JP*

  Corporation Limited

Adrian David Li Man-kiu,JP*

DBS Bank Ltd., Hong Kong Branch

Steven Ong Kay Eng*

China Construction Bank (Asia)

Wong Cho Bau, JP*

  Corporation Limited

Ringo Chan Wing Kwong

Industrial and Commercial Bank of

Gordon Lee Ching Keung

  China (Asia) Limited

Sunny Yeung Kwong

Standard Chartered Bank (Hong Kong) Limited

Velencia Lee, Chief Financial Officer

Bangkok Bank Public Company Limited

Thomas Tang Wing Yung,

The Bank of East Asia, Limited

Group Chief Financial Officer

Investor Relations Contact

(appointed on 15th January, 2020)

Please direct enquiries to:

(# 

Non-Executive Director)

General Manager - Corporate Finance

(*

Independent Non-Executive Directors)

Telephone : (852) 2734 8312

Audit Committee

Fax

: (852) 2369 1236

Email

: investorrelations@sino.com

Adrian David Li Man-kiu,JP, Chairman

Registered Office

Allan Zeman, GBM, GBS, JP

Steven Ong Kay Eng

12th Floor, Tsim Sha Tsui Centre,

Nomination Committee

Salisbury Road, Tsim Sha Tsui,

Kowloon, Hong Kong

Robert Ng Chee Siong, Chairman

Telephone : (852) 2721 8388

Allan Zeman, GBM, GBS, JP

Fax

: (852) 2723 5901

Adrian David Li Man-kiu,JP

Website

: www.sino.com

Remuneration Committee

Email

: info@sino.com

Share Registrars

Steven Ong Kay Eng, Chairman

Allan Zeman, GBM, GBS, JP

Tricor Standard Limited

Adrian David Li Man-kiu,JP

Level 54, Hopewell Centre,

Daryl Ng Win Kong,

JP

183 Queen's Road East,

Authorized Representatives

Hong Kong

Telephone : (852) 2980 1333

Robert Ng Chee Siong

Fax

: (852) 2861 1465

Ringo Chan Wing Kwong

Email

: sinoland83-ecom@hk.tricorglobal.com

Company Secretary

Velencia Lee

Auditor

Deloitte Touche Tohmatsu

  Certified Public Accountants, Hong Kong

Solicitors

Woo, Kwan, Lee & Lo

Clifford Chance

Shareholders' Calendar

Listing Information

83

Closure of Register

12th to 16th March, 2020

Stock Code

of Members for

(both dates inclusive)

American Depositary Receipt

dividend entitlement

829344308

Record Date for

16th March, 2020

CUSIP Number

Trading Symbol

SNLAY

interim dividend

ADR to Ordinary Share Ratio

1:5

entitlement

Listing

Level One (OTC)

Last Date for lodging

6th April, 2020

Depositary Bank

The Bank of New York

form of election

4:30 p.m.

101 Barclay Street,

for scrip dividend

22nd Floor - West,

Interim Dividend

HK14 cents per share

New York, NY 10286,

U.S.A.

Payable

17th April, 2020

- 3 -

CHAIRMAN'S STATEMENT

I am pleased to present my Interim Report to the shareholders.

INTERIM RESULTS

The Group's unaudited underlying net profit attributable to shareholders, excluding the effect of fair-value changes on investment properties for the six months ended 31st December, 2019 ("Interim Period") was HK$2,722.9 million (2018: HK$2,370.3 million). Underlying earnings per share was HK$0.39 (2018: HK$0.35).

The Group's net profit attributable to shareholders for the Interim Period was HK$2,780.8 million (2018: HK$3,130.6 million). Earnings per share for the Interim Period was HK$0.40 (2018: HK$0.47). The reported profit for the Interim Period included a revaluation surplus (net of deferred taxation) on investment properties of HK$110.3 million compared with HK$865.4 million for the same corresponding period last year.

The unaudited results for the Interim Period have been reviewed by the Company's auditor, Deloitte Touche Tohmatsu and they reflect the adoption of all Hong Kong Financial Reporting Standards applicable to the Group that are effective for the accounting period.

DIVIDEND

The Directors have declared an interim dividend of 14 cents per share payable on 17th April, 2020 to those shareholders whose names appear on the Register of Members of the Company on 16th March, 2020.

The interim dividend will be payable in cash, but shareholders will be given the option of electing to receive the interim dividend in the form of new shares in lieu of cash in respect of part or all of such dividend. The new shares to be issued pursuant to the scrip dividend scheme are subject to their listing being granted by the Listing Committee of The Stock Exchange of Hong Kong Limited.

A circular containing details of the scrip dividend scheme will be despatched to the shareholders together with a form of election for scrip dividend on or about 20th March, 2020. It is expected that the interim dividend warrants and share certificates will be despatched to the shareholders on or about 17th April, 2020.

- 4 -

CHAIRMAN'S STATEMENT (Continued)

BUSINESS REVIEW

  1. Sales Activities
    Total revenue from property sales for the Interim Period, including property sales of associates and joint ventures recognised by the Group, was HK$1,886.5 million (2018: HK$2,146.5 million).
    Total revenue from property sales comprises mainly the sales of the commercial space in Capital Tower at 38 Wai Yip Street in Kowloon East (51% sold), residential units in Park Mediterranean in Sai Kung (98% sold), Providence Bay in Pak Shek Kok (100% sold) and The Mediterranean in Sai Kung (94% sold) as well as the sales of carparking spaces mainly in Oceania Heights in Tuen Mun, Imperial Villas in Yuen Long and Horizon Place in Kwai Chung.
    Subsequent to the Interim Period, in February 2020, certain units of 133 Portofino in Sai Kung were launched for sale by way of tender. The project has 33 units in total. The Group expects to obtain pre-sale consents for five other residential projects in calendar year 2020. They are St. George's Mansions at 24A Kadoorie Avenue, STTL 611 in Ma On Shan, IL 9064 (Site A) in Central, KIL 11254 in Mongkok and NKIL 6549 in Cheung Sha Wan. The timing for launching the projects for sale will depend on when the pre-sale consents are received and the prevailing market conditions.
  2. Land Bank
    As at 31st December, 2019, the Group has a land bank of approximately 22.4 million square feet of attributable floor area in Mainland China, Hong Kong, Singapore and Sydney which comprises a balanced portfolio of properties of which 39.6% is commercial; 37.2% residential; 10.8% industrial; 7.0% car parks and 5.4% hotels. In terms of breakdown of the land bank by status, 9.7 million square feet were properties under development, 11.9 million square feet of properties for investment and hotels, together with 0.8 million square feet of properties held for sale. The Group will continue to be selective in replenishing its land bank to optimise its earnings potential.

- 5 -

CHAIRMAN'S STATEMENT (Continued)

BUSINESS REVIEW (Continued)

  1. Land Bank (Continued)
    During the Interim Period, the Group was awarded the right to develop a residential project at Wong Chuk Hang Station from MTR Corporation Limited with attributable floor area of approximately 159,576 square feet. Details of the project are as follows:

Group's

Attributable

Location

Usage

Interest

Floor Area

(Square feet)

AIL 467 (Site D)

Residential

Joint

159,576

Wong Chuk Hang Station Package Four

Venture

Property Development,

Wong Chuk Hang,

Aberdeen,

Hong Kong

In addition, the Group acquired a commercial site in Qianhai in Shenzhen. The project will provide total attributable plot ratio area of 246,065 square feet. Details of the project are as follows:

Group's

Attributable

Location

Usage

Interest

Floor Area

(Square feet)

Lot No. T102-0261

Commercial

30%

246,065

Land Parcel 03, Unit 7,

Qianwan Area,

Qianhai, Shenzhen-Hong Kong Modern

Service Industry Cooperation Zone,

Shenzhen,

People's Republic of China

- 6 -

CHAIRMAN'S STATEMENT (Continued)

BUSINESS REVIEW (Continued)

  1. Rental Activities
    For the Interim Period, the Group's gross rental revenue, including attributable share from associates and joint ventures, increased 0.5% to HK$2,107.4 million (31st December, 2018: HK$2,097.5 million) and net rental income decreased 0.1% to HK$1,828.7 million (31st December, 2018: HK$1,830.1 million). Overall occupancy of the Group's investment property portfolio was stable at approximately 96% (31st December, 2018: 96%) for the Interim Period.
    The retail sector in Hong Kong was affected by challenging business environment during the Interim Period. Despite the current market conditions, rental income from the Group's retail portfolio recorded a slight increase for the Interim Period with overall occupancy rate at approximately 97% (31st December, 2018: 97%). The leasing performance of the Group's office portfolio saw moderate rental growth while overall occupancy rate was steady at approximately 96% (31st December, 2018: 96%) for the Interim Period. Leasing performance of the Group's industrial portfolio saw moderate rental growth although the occupancy rate decreased to approximately 92% (31st December, 2018: 94%).
    The Group's investment property portfolio primarily serves the need of its customers which include tenants, shoppers and the communities around the properties. The design and condition of the properties together with the quality of service provided to customers are of paramount importance. To ensure that the properties are in good condition, the Group performs regular review of the properties as part of its asset enhancement initiatives. Going forward, the Group will adopt a proactive asset management approach to its balanced portfolio of rental properties. On service quality, the Group places a strong emphasis on regular training particularly for all front-line staff to ensure that the service provided to customers meets their expectations. Comments from customers, reports by silent shoppers and recognitions from professional institutions all play a role in assessing the quality of service delivered by the staff.
    As at 31st December, 2019, the Group has approximately 11.9 million square feet of attributable floor area of investment properties and hotels in Mainland China, Hong Kong, Singapore and Sydney. Of this portfolio, commercial developments (retail and office) account for 61.6%, industrial 14.7%, car parks 13.2%, hotels 7.7%, and residential 2.8%.
  2. Hotels
    The Group successfully rebranded The Westin Sydney as The Fullerton Hotel Sydney, which was officially opened on 18th October, 2019. As at 31st December, 2019, the Group's portfolio of hotels comprises The Fullerton Hotel Singapore, The Fullerton Bay Hotel Singapore, The Fullerton Hotel Sydney, Conrad Hong Kong and The Olympian Hong Kong.

- 7 -

CHAIRMAN'S STATEMENT (Continued)

BUSINESS REVIEW (Continued)

  1. Mainland China Business
    National home sales value and volume in Mainland China were stable in 2019 with average selling prices for residential properties showing a resilient growth in most major cities. The decision of the People's Bank of China to lower the Required Reserve Ratio two times since August 2019 has helped increase more liquidity to the economy and this is positive to property market in Mainland China.
    Urbanisation continues to play a key role in Central Government's urban planning and policy. In November 2019, Central Government introduced a total of 16 measures to expedite the economic cooperation within the Greater Bay Area. These measures would fortify the economic strengths of the cities within the Greater Bay Area and open a wide spectrum of opportunities for people and enterprises. In December 2019, the Communist Party of China Central Committee and the State Council jointly published an outline for integrating the cities within Yangtze River Delta setting the development goals and roadmap for the region by 2025. The policy of developing city clusters will significantly take urbanisation in Mainland China to the next level.
    As at 31st December, 2019, the Group has approximately 5.5 million attributable square feet of land bank in Mainland China. Of the total, approximately 4.5 million square feet are projects under development and the remaining are mainly investment properties.

Other than the matters mentioned above, there has been no material change from the information published in the report and accounts for the year ended 30th June, 2019.

FINANCE

As at 31st December, 2019, the Group had cash and bank deposits of HK$41,546.0 million. After netting off total borrowings of HK$4,216.6 million, the Group had net cash of HK$37,329.4 million as at 31st December, 2019. Of the total borrowings, 67.1% repayable between one and two years, 20.0% repayable between two and three years and the remaining between three and four years. The Group's borrowings are all subject to floating interest rates. Total assets and shareholders' funds of the Group were HK$188,066.5 million and HK$146,767.0 million respectively.

As at 31st December, 2019, the Group's debts are denominated in Hong Kong dollars. Other than the above-mentioned, there was no material change in foreign currency borrowings and the capital structure of the Group for the Interim Period. The majority of the Group's cash are denominated in Hong Kong dollars with a portion mainly in Renminbi, Australian dollars and US dollars. The Group has maintained a sound financial management policy and foreign exchange exposure has been prudently kept at a minimal level.

- 8 -

CHAIRMAN'S STATEMENT (Continued)

CORPORATE GOVERNANCE

The Group places great importance on corporate integrity, business ethics and good governance. With the objective of practising good corporate governance, the Group has formed Audit, Compliance, Remuneration and Nomination Committees. The Group is committed to maintaining corporate transparency and disseminates information about new developments through various channels, including press releases, its corporate website, results briefings, non-deal roadshows, site visits and participation in investor conferences.

CUSTOMER SERVICE

The Group is committed to building quality projects. In keeping with its mission to enhance customer satisfaction, the Group will, wherever possible, ensure that attractive design concepts and features are also environmentally friendly for its developments. Management conducts regular reviews of the Group's properties and service so that improvements can be made on a continuous basis.

CORPORATE SOCIAL RESPONSIBILITY

As a committed corporate citizen, the Group has been actively participating in a wide range of community programmes, volunteer services, green initiatives, arts and cultural events and staff engagement activities to promote sustainability, environmental protection, heritage and culture. In recognition of the Group's continuous efforts in promoting sustainability and upholding high standards in environmental, social and governance aspects, Sino Land has been selected as a constituent company of the Hang Seng Corporate Sustainability Index Series since September 2012.

Management recognises the importance of its roles in environmental protection, social responsibility and governance for building a more sustainable society (please see Environmental, Social and Governance Report ('ESG Report') in the annual report). The ESG Report highlights the corporate sustainability footprints and initiatives and it has been prepared in accordance with Hong Kong Exchanges and Clearing Limited's 'Environmental, Social and Governance Reporting Guide' under Appendix 27 to the Main Board Listing Rules.

The Group rolled out initiatives to promote environmental sustainability which included

  1. recycling and upcycling of trees collected in the Group's construction sites and properties for landscaping or transforming them into furniture and art pieces; and (ii) use of water dispensers to reduce the use of plastic bottles in most of the clubhouses where applicable. The Group carried out events and activities, also in collaboration with charitable organisations, to promote volunteering and community services for the needy and underprivileged on regular basis. Sino Caring Friends, a volunteering team established by staff of the Group, as well as The Fullerton Hotel in Singapore and The Fullerton Hotel Sydney have been active in taking part in community programmes and charitable works.

Support to the Spirit of Hong Kong Awards, which started in 2013, continued. The annual awards recognise Hong Kong's unsung heroes, who are dedicated to helping others and making a positive impact on the community through work on innovation, community care and heritage preservation.

- 9 -

CHAIRMAN'S STATEMENT (Continued)

CORPORATE SOCIAL RESPONSIBILITY (Continued)

In March 2008, the Ng Family set up a non-profit-making organisation, Hong Kong Heritage Conservation Foundation Limited ('HCF'). HCF revitalised and converted the Old Tai O Police Station, a Grade II historic building, into a boutique hotel, it has been operating as a not-for-profit social enterprise since March 2012 with surpluses used to support maintenance of the site. Named Tai O Heritage Hotel ('Hotel'), it is home to nine colonial-style rooms and suites, and is part of the HKSAR Government's 'Revitalising Historic Buildings Through Partnership Scheme'. It provides permanent employment opportunities for Tai O and Lantau residents, and has organised community engagement programmes encompassing cultural activities, community services and home care services for the elderly living in Tai O. In 2018, HCF initiated 'Tai O Stilt House Restoration Programme' to provide financial assistance to repair and restore stilt houses of elderly villagers, and to preserve the unique architecture in Tai O and its distinctive cultural value. The Hotel won Merit Award at the '2013 UNESCO Asia-Pacific Awards for Cultural Heritage Conservation', becoming the first UNESCO-awarded hotel in Hong Kong.

For more details of the Group's corporate social responsibility programmes and awards, please refer to the section of Corporate Social Responsibility in the Review of Operations in the annual report.

PROSPECTS

Hong Kong economy has been challenging for the period under review due to unprecedented and exceptional circumstances where businesses have been operating under significant pressure. It is a good opportunity for management to review the processes, procedures, as well as the structure of operations in order to streamline them for further improvement in efficiency and effectiveness. When the situation improves and economic recovery returns, the Group is able to leverage on an optimal operational structure which will lead to higher shareholders' value.

In addition to the Group's recurrent businesses, it is fortunate that through earlier successful sales of residential projects (Grand Central in Kwun Tong, Mayfair By The Sea 8 in Pak Shek Kok and Madison Park in Cheung Sha Wan), the Group has built up net cash of HK$37.3 billion as at 31st December, 2019. This financial resource is important as it will enable the Group to have the opportunity to acquire land with good development value. In respect of potential property sales launch for calendar year of 2020, it is estimated that there will be 5 residential projects that are likely to receive pre-sale consents. The actual timing of sales launches will depend on the prevailing market conditions. The sales pipeline will ensure that the Group can generate good asset turnover. On the rental portfolio side, the Group achieved a small increase in overall rental growth during the period under review and expects there will be pressure on rentals. The Group will carry out proactive asset management for its balanced portfolio and enhance the skillsets of the work force to improve service quality. In addition, management has long recognised the importance of applying commercially viable technologies in the business operations to expedite our work. Technology advancement is growing at an exponential speed and the Group will stay abreast with the latest digitisation developments and use it to enhance business development and operational efficiency.

- 10 -

CHAIRMAN'S STATEMENT (Continued)

PROSPECTS (Continued)

China's first special economic zone, Shenzhen, the city that set the precedent of opening-up in the 80s and is one of the key cities in Central Government's Greater Bay Area economic policy, has been designated as a pilot demonstration area of socialism with Chinese characteristics by the Central Government. Under this economic policy announced by Central Government in August 2019, Shenzhen will be developed into a leading and model city in the world focusing on research and development, industrial innovation, medical technology, public services and ecological environment. As Hong Kong is closest proximity to Shenzhen, the economic development brought about by this policy would benefit both cities as well as the Greater Bay Area.

Hong Kong Government announced in its 2019 Policy Address that the threshold on the value of residential properties under the Mortgage Insurance Programme of the Hong Kong Mortgage Corporation for completed properties and first-time buyers was raised from HK$4 million to HK$8 million with a maximum loan-to-value ratio of 90%. If value of the residential property is above HK$8 million but less than HK$10 million, maximum loan-to-value ratio would be 80%. This is positive for the property market as it will help release more purchasing power from upgrade demand and together with low interest rates, the fundamentals of the Hong Kong residential property market are expected to be resilient.

The Group will continue to optimise earnings, enhance efficiency and productivity and improve the quality of products and services. Management shall maintain a policy of selectively and continuously replenishing its land bank. In terms of property sales, product quality and service as well as price are the main critical success factors and the Group shall spare no effort to deliver what the customers want in order to build our brand. In regards recurrent businesses of the Group, which comprise property leasing, hospitality and property management services, they will continue to contribute stable stream of income.

The Group is cautiously optimistic on the outlook of the economy and property market in Hong Kong. Hong Kong will continue to perform its role as an international financial centre and human capital as the backbone, management is confident that the Hong Kong economy will weather through the current headwinds. With a good financial position and sustainable business strategy, the Group is well placed to respond to the changing economic environment and upcoming challenges.

STAFF AND MANAGEMENT

I would like to extend a warm welcome to Mr. Thomas Tang Wing Yung who joined the Board as Executive Director and Group Chief Financial Officer with effect from 15th January, 2020.

On behalf of the Board, I would like to take this opportunity to express my sincere appreciation to all staff for their commitment, dedication and continuing support. I would also like to express my gratitude to my fellow Directors for their guidance and wise counsel.

Robert NG Chee Siong

Chairman

Hong Kong, 26th February, 2020

- 11 -

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the six months ended 31st December, 2019

Six months ended

31st December,

31st December,

2019

2018

Notes

HK$

HK$

(Unaudited)

(Unaudited)

Revenue

3, 4

3,168,550,076

4,597,773,093

Cost of sales

(231,714,970)

(1,247,812,970)

Direct expenses

(1,059,139,757)

(1,126,163,371)

Gross profit

1,877,695,349

2,223,796,752

Change in fair value of investment properties

13

169,336,043

635,658,916

Other income and other gains or losses

57,854,563

43,981,369

Change in fair value of financial assets

(1,194,290)

  at fair value through profit or loss ("FVTPL")

(580,399)

Gain on disposal of investment properties

119,985,974

44,145,508

Administrative expenses

(463,375,767)

(551,010,790)

Other operating expenses

(103,859,283)

(101,157,741)

Finance income

5

537,414,823

292,808,582

Finance costs

6

(70,672,795)

(51,212,909)

Less: interest capitalised

6

32,522,384

24,787,451

Finance income, net

499,264,412

266,383,124

Share of results of associates

7

947,791,237

833,855,451

Share of results of joint ventures

8

(3,121,861)

95,094,797

Profit before taxation

9

3,100,376,377

3,490,166,987

Income tax expense

10

(308,053,152)

(345,906,846)

Profit for the period

2,792,323,225

3,144,260,141

Profit for the period attributable to:

2,780,790,532

The Company's shareholders

3,130,676,100

Non-controlling interests

11,532,693

13,584,041

2,792,323,225

3,144,260,141

Earnings per share (reported earnings per share)

0.40

Basic

12(a)

0.47

- 12 -

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the six months ended 31st December, 2019

Six months ended

31st December,

31st December,

2019

2018

HK$

HK$

(Unaudited)

(Unaudited)

Profit for the period

2,792,323,225

3,144,260,141

Other comprehensive expense

Item that will not be reclassified to profit or loss:

Change in fair value of equity instruments

  at fair value through other comprehensive

(44,281,131)

income ("FVTOCI")

(114,412,117)

Item that may be reclassified subsequently to profit or loss:

Exchange differences arising on translation of

(144,119,404)

foreign operations

(300,589,064)

Other comprehensive expense for the period

(188,400,535)

(415,001,181)

Total comprehensive income for the period

2,603,922,690

2,729,258,960

Total comprehensive income attributable to:

2,592,389,997

The Company's shareholders

2,715,674,919

Non-controlling interests

11,532,693

13,584,041

2,603,922,690

2,729,258,960

- 13 -

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31st December, 2019

31st December,

30th June,

2019

2019

Notes

HK$

HK$

(Unaudited)

(Audited)

Non-current assets

64,933,882,900

Investment properties

13

65,035,087,581

Hotel properties

1,800,562,474

1,892,461,633

Property, plant and equipment

14

197,826,030

219,236,888

Right-of-use assets

1,263,106,906

-

Prepaid lease payments - non-current

-

1,103,916,724

Interests in associates

15

21,371,601,990

21,944,280,816

Interests in joint ventures

16

3,322,884,292

3,344,737,242

Equity instruments at FVTOCI

24

822,968,836

860,940,215

Advances to associates

15

2,931,741,118

2,051,559,285

Advances to joint ventures

16

10,733,916,207

7,505,992,744

Advance to a non-controlling interest

368,563,617

-

Long-term loans receivable

2,227,277,885

2,245,722,825

Other asset

300,000

300,000

109,974,632,255

106,204,235,953

Current assets

27,947,238,945

Properties under development

25,866,538,169

Stocks of completed properties

1,502,096,303

1,732,436,869

Hotel inventories

21,753,851

21,276,567

Prepaid lease payments - current

-

20,135,984

Financial assets at FVTPL

24

10,472,178

11,666,468

Amounts due from associates

15

2,063,492,948

3,375,515,148

Amounts due from joint ventures

16

2,816,899,126

2,895,614,759

Amounts due from non-controlling interests

74,710,116

75,505,655

Trade and other receivables

17

1,541,809,644

1,240,670,454

Current portion of long-term loans receivable

86,310,968

80,941,385

Taxation recoverable

193,785,648

149,887,249

Restricted bank deposits

101,108,902

383,731,024

Time deposits

31,899,298,139

27,285,304,366

Bank balances and cash

9,545,663,016

11,404,920,334

77,804,639,784

74,544,144,431

Assets classified as held for sale

19

287,243,020

-

78,091,882,804

74,544,144,431

- 14 -

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Continued)

At 31st December, 2019

31st December,

30th June,

2019

2019

Notes

HK$

HK$

(Unaudited)

(Audited)

Current liabilities

4,837,689,203

Trade and other payables

18

4,967,358,991

Lease liabilities

49,097,262

-

Contract liabilities

22,507,804,772

16,208,373,613

Amounts due to associates

15

2,711,984,842

2,637,954,369

Amounts due to joint ventures

16

22,589

-

Amounts due to non-controlling interests

727,673,960

881,155,371

Taxation payable

824,631,172

690,722,147

Liabilities associated with assets classified

31,658,903,800

25,385,564,491

19

6,804,782

-

  as held for sale

31,665,708,582

25,385,564,491

Net current assets

46,426,174,222

49,158,579,940

Total assets less current liabilities

156,400,806,477

155,362,815,893

Capital and reserves

21

49,000,363,854

47,324,776,293

Share capital

Reserves

97,766,660,128

97,969,236,460

Equity attributable to the Company's shareholders

146,767,023,982

145,294,012,753

Non-controlling interests

870,193,185

868,091,612

Total equity

147,637,217,167

146,162,104,365

Non-current liabilities

Long-term bank borrowings

20

4,216,642,383

5,026,688,387

  - due after one year

Lease liabilities

11,983,929

-

Deferred taxation

2,505,681,631

2,445,353,649

Advances from associates

22

1,889,569,164

1,622,090,423

Advances from non-controlling interests

23

139,712,203

106,579,069

8,763,589,310

9,200,711,528

156,400,806,477

155,362,815,893

- 15 -

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 31st December, 2019

Investment

Attributable to

Non-

Share

revaluation

Exchange

Retained

the Company's

controlling

capital

reserve

reserve

profits

shareholders

interests

Total

HK$

HK$

HK$

HK$

HK$

HK$

HK$

At 1st July, 2018 (audited)

44,560,016,005

173,425,953

419,701,643

94,428,797,137

139,581,940,738

860,175,745

140,442,116,483

Adjustments

-

(438,077,414)

-

438,077,414

-

-

-

At 1st July, 2018 (restated)

44,560,016,005

(264,651,461)

419,701,643

94,866,874,551

139,581,940,738

860,175,745

140,442,116,483

Profit for the period

-

-

-

3,130,676,100

3,130,676,100

13,584,041

3,144,260,141

Other comprehensive expense for the period

-

(114,412,117)

(300,589,064)

-

(415,001,181)

-

(415,001,181)

Total comprehensive (expense) income

  for the period

-

(114,412,117)

(300,589,064)

3,130,676,100

2,715,674,919

13,584,041

2,729,258,960

Shares issued in lieu of cash dividend

1,938,547,951

-

-

-

1,938,547,951

-

1,938,547,951

Final dividend declared and paid - 2018

-

-

-

(2,641,224,521)

(2,641,224,521)

-

(2,641,224,521)

At 31st December, 2018 (unaudited)

46,498,563,956

(379,063,578)

119,112,579

95,356,326,130

141,594,939,087

873,759,786

142,468,698,873

At 1st July, 2019 (audited)

47,324,776,293

(350,785,509)

125,882,712

98,194,139,257

145,294,012,753

868,091,612

146,162,104,365

Profit for the period

-

-

-

2,780,790,532

2,780,790,532

11,532,693

2,792,323,225

Other comprehensive expense for the period

-

(44,281,131)

(144,119,404)

-

(188,400,535)

-

(188,400,535)

Total comprehensive (expense) income

  for the period

-

(44,281,131)

(144,119,404)

2,780,790,532

2,592,389,997

11,532,693

2,603,922,690

Shares issued in lieu of cash dividend

1,675,587,561

-

-

-

1,675,587,561

-

1,675,587,561

Dividend paid to non-controlling interests

-

-

-

-

-

(9,431,120)

(9,431,120)

Final dividend declared and paid - 2019

-

-

-

(2,794,966,329)

(2,794,966,329)

-

(2,794,966,329)

At 31st December, 2019 (unaudited)

49,000,363,854

(395,066,640)

(18,236,692)

98,179,963,460

146,767,023,982

870,193,185

147,637,217,167

- 16 -

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 31st December, 2019

Six months ended

31st December,

31st December,

2019

2018

HK$

HK$

(Unaudited)

(Unaudited)

Net cash from (used in) operating activities

5,482,856,718

(36,721,464)

Net cash from (used in) investing activities

(2,810,143,256)

Advances to associates

(565,372,843)

Advances to joint ventures

(3,256,483,717)

(39,821,977)

Advances to non-controlling interests

(368,563,617)

(18,899,926)

Additions to investment properties

(133,360,685)

(70,065,053)

Additions to property, plant and equipment

(20,595,266)

(29,677,086)

Decrease (increase) in time deposits with original

11,223,630,369

  maturity over three months

(5,687,441,078)

Dividend received from associates

1,304,675,000

178,428,746

Decrease in restricted bank deposits

282,622,122

380,739,209

Proceeds from disposal of investment properties

199,879,080

129,238,608

Repayments from associates

3,272,990,741

807,508,977

Repayments from joint ventures

120,661,106

3,028,750,661

Repayments from non-controlling interests

795,539

2,855

Acquisition of interests in associates

-

(1,100,000,000)

Acquisition of interests in joint ventures

(15,535,872)

-

Other investing activities

546,345,903

211,276,491

10,346,917,447

(2,775,332,416)

Net cash (used in) from financing activities

-

New bank borrowings raised

2,000,000,000

Advances from associates

342,533,722

480,148,578

Advances from joint ventures

22,589

7,373

Advances from non-controlling interests

72,724,263

239,125,815

Repayments of bank borrowings

(811,000,000)

(149,618,750)

Repayments of lease liabilities

(25,169,738)

-

Repayments to associates

(9,033,713)

(51,007,342)

Repayments to non-controlling interests

(193,072,540)

(25,666,533)

Dividend paid to non-controlling interests

(9,431,120)

-

Dividend paid to ordinary shareholders of

(1,119,378,768)

  the Company

(702,676,570)

Interest paid

(62,625,895)

(39,866,234)

Other financing activities

(72,941)

(343,092)

(1,814,504,141)

1,750,103,245

- 17 -

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS(Continued)

For the six months ended 31st December, 2019

Six months ended

31st December,

31st December,

2019

2018

HK$

HK$

(Unaudited)

(Unaudited)

Net increase (decrease) in cash and cash equivalents

14,015,270,024

(1,061,950,635)

Bank balances and cash transferred

(1,461,369)

  to assets held for sale

-

Cash and cash equivalents at the beginning

16,439,823,293

of the period

7,823,797,702

Effect of foreign exchange rate changes

(35,441,831)

(63,415,119)

Cash and cash equivalents at the end of the period

30,418,190,117

6,698,431,948

Analysis of the balances of cash and cash equivalents

101,108,902

Restricted bank deposits

53,106,483

Time deposits

31,899,298,139

22,621,473,036

  Bank balances and cash

9,545,663,016

3,900,020,289

Deposits, bank balances and cash in the condensed

41,546,070,057

  consolidated statement of financial position

26,574,599,808

Less: Time deposits with original maturity over

(11,026,771,038)

  three months

(19,823,061,377)

Restricted bank deposits

(101,108,902)

(53,106,483)

Cash and cash equivalents in the condensed

30,418,190,117

  consolidated statement of cash flows

6,698,431,948

- 18 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended 31st December, 2019

  1. BASIS OF PREPARATION AND DISCLOSURE REQUIRED BY SECTION 436 OF THE HONG KONG COMPANIES ORDINANCE
    The condensed consolidated financial statements have been prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and Hong Kong Accounting Standard ("HKAS") 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA").
    The financial information relating to the year ended 30th June, 2019 included in the condensed consolidated statement of financial position as comparative information does not constitute the Company's statutory annual consolidated financial statements for that year but is derived from those financial statements. Further information relating to these statutory financial statements disclosed in accordance with section 436 of the Hong Kong Companies Ordinance is as follows:
    The Company has delivered the financial statements for the year ended 30th June, 2019 to the Registrar of Companies as required by section 662(3) of, and Part 3 of Schedule 6 to, the Hong Kong Companies Ordinance. The Company's auditor has reported on these financial statements. The auditor's report was unqualified; did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying its reports; and did not contain a statement under sections 406(2), 407(2) or (3) of the Hong Kong Companies Ordinance.
  2. PRINCIPAL ACCOUNTING POLICIES
    The condensed consolidated financial statements have been prepared on the historical cost basis, except for investment properties and certain financial instruments, which are measured at fair values, as appropriate.
    Other than changes in accounting policies resulting from application of new and amendments to Hong Kong Financial Reporting Standards ("HKFRSs") and new accounting policy on assets held for sale by the Group in the current period, the accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended 31st December, 2019 are the same as those followed in the preparation of the Group's annual financial statements for the year ended 30th June, 2019.
    Assets held for sale
    Assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such asset and its sale is highly probable. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.
    When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in the relevant subsidiary after the sale.

- 19 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

2. PRINCIPAL ACCOUNTING POLICIES (Continued) Assets held for sale (Continued)

Assets classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell, except for financial assets within the scope of HKFRS 9 "Financial Instruments" and investment properties which continue to be measured in accordance with the applicable accounting policies.

Application of new and amendments to HKFRSs

In the current interim period, the Group has applied, for the first time, the following new and amendments to HKFRSs issued by the HKICPA which are mandatory effective for the annual period beginning on or after 1st July, 2019 for the preparation of the Group's condensed consolidated financial statements:

HKFRS 16 HK(IFRIC) - Int 23 Amendments to HKFRS 9 Amendments to HKAS 19 Amendments to HKAS 28 Amendments to HKFRSs

Leases

Uncertainty over Income Tax Treatments Prepayment Features with Negative Compensation Plan Amendment, Curtailment or Settlement Long-term Interests in Associates and Joint Ventures Annual Improvements to HKFRSs 2015 - 2017 Cycle

Except as described below, the application of the new and amendments to HKFRSs in the current period has had no material impact on the Group's financial performance and positions for the current and prior periods and/or on the disclosures set out in these condensed consolidated financial statements.

2.1 Impacts and changes in accounting policies of application of HKFRS 16 "Leases"

The Group has applied HKFRS 16 for the first time in the current interim period. HKFRS 16 superseded HKAS 17 "Leases", and the related interpretations.

2.1.1 Key changes in accounting policies resulting from application of HKFRS 16

The Group applied the following accounting policies in accordance with the transition provisions of HKFRS 16.

Definition of a lease

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

For contracts entered into or modified on or after the date of initial application, the Group assesses whether a contract is or contains a lease based on the definition under HKFRS 16 at inception or modification date. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.

- 20 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)

2.1 Impacts and changes in accounting policies of application of HKFRS 16 "Leases" (Continued)

2.1.1 Key changes in accounting policies resulting from application of HKFRS 16 (Continued) As a lessee

Allocation of consideration to components of a contract

For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

As a practical expedient, leases with similar characteristics are accounted on a portfolio basis when the Group reasonably expects that the effects on the financial statements would not differ materially from individual leases within the portfolio.

Non-lease components are separated from lease component on the basis of their relative stand-alone prices.

Short-term leases

The Group applies the short-term lease recognition exemption to leases of premises that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. Lease payments on short-term leases are recognised as expense on a straight-line basis over the lease term.

Right-of-use assets

Except for short-term leases, the Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.

The cost of right-of-use asset includes:

  • the amount of the initial measurement of the lease liability;
  • any lease payments made at or before the commencement date, less any lease incentives received; and
  • any initial direct costs incurred by the Group.

- 21 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)

2.1 Impacts and changes in accounting policies of application of HKFRS 16 "Leases" (Continued)

2.1.1 Key changes in accounting policies resulting from application of HKFRS 16 (Continued) As a lessee(Continued)

Right-of-use assets (Continued)

Right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term.

The Group presents right-of-use assets as a separate line item on the condensed consolidated statement of financial position.

Properties under development and stocks of completed properties

Properties under development which are developed in the ordinary course of business and stocks of completed properties are classified as current assets. Except for the leasehold land element which is measured at cost model in accordance with the accounting policies of right-of-use assets upon the application of HKFRS 16, properties under development and stocks of completed properties are carried at the lower of cost and net realisable value. Cost is determined on a specific identification basis including allocation of the related development expenditure incurred and where appropriate, borrowing costs capitalised. Net realisable value represents the estimated selling price for the properties less estimated cost to completion and costs necessary to make the sales.

Leasehold land and building

For acquisition of a property interest which includes both leasehold land and building elements, the entire property is presented as property, plant and equipment of the Group when the purchase consideration cannot be allocated reliably between the leasehold land and building elements, except for those that are classified and accounted for as investment properties.

Refundable rental deposits

Refundable rental deposits paid are accounted for under HKFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments and included in the cost of right-of-use assets.

- 22 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)

2.1 Impacts and changes in accounting policies of application of HKFRS 16 "Leases" (Continued)

2.1.1 Key changes in accounting policies resulting from application of HKFRS 16 (Continued) As a lessee(Continued)

Lease liabilities

At the commencement date of a lease, the Group recognises and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable.

After the commencement date, lease liabilities are adjusted by interest accretion and lease payments.

The Group remeasures lease liabilities (and makes a corresponding adjustment to the related right-of-use assets) whenever:

  • the lease term has changed, in which case the related lease liability is remeasured by discounting the revised lease payments using a revised discount rate at the date of reassessment.

Lease modifications

The Group accounts for a lease modification as a separate lease if:

  • the modification increases the scope of the lease by adding the right to use one or more underlying assets; and
  • the consideration for the leases increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract.

For a lease modification that is not accounted for as a separate lease, the Group remeasures the lease liability based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

- 23 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)

2.1 Impacts and changes in accounting policies of application of HKFRS 16 "Leases" (Continued)

2.1.1 Key changes in accounting policies resulting from application of HKFRS 16 (Continued) As a lessee(Continued)

Taxation

For the purposes of measuring deferred tax for leasing transactions in which the Group recognises the right-of-use assets and the related lease liabilities, the Group first determines whether the tax deductions are attributable to the right-of-use assets or the lease liabilities.

For leasing transactions in which the tax deductions are attributable to the lease liabilities, the Group applies HKAS 12 "Income Taxes" requirements to right-of-use assets and lease liabilities separately. Temporary differences relating to right-of-use assets and lease liabilities are not recognised at initial recognition and over the lease terms due to application of the initial recognition exemption.

As a lessor

Allocation of consideration to components of a contract

Effective from 1st July, 2019, the Group applies HKFRS 15 "Revenue from Contracts with Customers" to allocate consideration in a contract to lease and non-lease components. Non-lease components are separated from lease component on the basis of their relative stand-alone selling prices.

Refundable rental deposits

Refundable rental deposits received are accounted for under HKFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments from lessees.

Lease modification

The Group accounts for a modification to an operating lease as a new lease from the effective date of the modification, considering any prepaid or accrued lease payments relating to the original lease as part of the lease payments for the new lease.

- 24 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)

2.1 Impacts and changes in accounting policies of application of HKFRS 16 "Leases" (Continued)

2.1.2 Transition and summary of effects arising from initial application of HKFRS 16 Definition of a lease

The Group has elected the practical expedient to apply HKFRS 16 to contracts that were previously identified as leases applying HKAS 17 and HK(IFRIC)-Int 4 "Determining whether an Arrangement contains a Lease" and not apply this standard to contracts that were not previously identified as containing a lease. Therefore, the Group has not reassessed contracts which already existed prior to the date of initial application.

For contracts entered into or modified on or after 1st July, 2019, the Group applies the definition of a lease in accordance with the requirements set out in HKFRS 16 in assessing whether a contract contains a lease.

As a lessee

The Group has applied HKFRS 16 retrospectively with the cumulative effect recognised at the date of initial application, 1st July, 2019. As at 1st July, 2019, the Group recognised additional lease liabilities and right-of-use assets at amounts equal to the related lease liabilities by applying HKFRS 16.C8(b)(ii) transition. Any difference at the date of initial application is recognised in the opening retained profits and comparative information has not been restated.

When applying the modified retrospective approach under HKFRS 16 at transition, the Group applied the following practical expedients to leases previously classified as operating leases under HKAS 17, on lease-by-lease basis, to the extent relevant to the respective lease contracts:

  1. relied on the assessment of whether leases are onerous by applying HKAS 37 "Provisions, Contingent Liabilities and Contingent Assets" as an alternative of impairment review;
  2. elected not to recognise right-of-use assets and lease liabilities for leases with lease term ends within 12 months of the date of initial application; and
  3. applied a single discount rate to a portfolio of leases with a similar remaining terms for similar class of underlying assets in similar economic environment.

When recognising the lease liabilities for leases previously classified as operating leases, the Group has applied incremental borrowing rates of the relevant group entities at the date of initial application. The weighted average lessee's incremental borrowing rate applied is 3.2%.

- 25 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)

2.1 Impacts and changes in accounting policies of application of HKFRS 16 "Leases" (Continued)

2.1.2 Transition and summary of effects arising from initial application of HKFRS 16 (Continued)

As a lessee(Continued)

At

1st July,

2019

HK$

Operating lease commitments disclosed as at 30th June, 2019

92,634,364

Lease liabilities discounted at relevant

incremental borrowing rates

91,945,733

Less: Recognition exemption - short-term leases

(160,001)

  Practical expedient - leases with lease term ending within

    12 months from the date of initial application

(10,751,256)

Lease liabilities relating to operating leases

  recognised upon application of HKFRS 16 and

  lease liabilities as at 1st July, 2019

81,034,476

Analysed as

Current

48,777,912

Non-current

32,256,564

81,034,476

- 26 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)

2.1 Impacts and changes in accounting policies of application of HKFRS 16 "Leases" (Continued)

2.1.2 Transition and summary of effects arising from initial application of HKFRS 16 (Continued)

As a lessee(Continued)

The carrying amount of right-of-use assets as at 1st July, 2019 comprises the following:

Right-of-use

assets

Notes

HK$

Right-of-use assets relating to operating leases

  recognised upon application of HKFRS 16

81,034,476

Reclassified from hotel properties

(a)

84,318,013

Reclassified from prepaid lease payments

(b)

1,124,052,708

1,289,405,197

By class:

Leasehold lands

1,208,370,721

Premises

81,034,476

1,289,405,197

- 27 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)

2.1 Impacts and changes in accounting policies of application of HKFRS 16 "Leases" (Continued)

2.1.2 Transition and summary of effects arising from initial application of HKFRS 16 (Continued)

As a lessee(Continued)

The following adjustments were made to the amounts recognised in the condensed consolidated statement of financial position at 1st July, 2019. Line items that were not affected by the changes have not been included.

Carrying

Carrying

amounts

amounts

previously

under

reported at

HKFRS 16 at

30th June, 2019

Adjustments

1st July, 2019

Notes

HK$

HK$

HK$

Non-current assets

Hotel properties

(a)

1,892,461,633

(84,318,013)

1,808,143,620

Prepaid lease payments

  - non-current

(b)

1,103,916,724

(1,103,916,724)

-

Right-of-use assets

-

1,289,405,197

1,289,405,197

Current assets

Prepaid lease payments

  - current

(b)

20,135,984

(20,135,984)

-

Current liabilities

Lease liabilities

-

48,777,912

48,777,912

Non-current liabilities

Lease liabilities

-

32,256,564

32,256,564

Notes:

  1. Leasehold land in Hong Kong was classified as hotel properties as at 30th June, 2019. Upon application of HKFRS 16, the leasehold land in Hong Kong amounting to HK$84,318,013 was reclassified from hotel properties to right-of-use assets.
  2. Upfront payments for leasehold lands in Singapore were classified as prepaid lease payments as at 30th June, 2019. Upon application of HKFRS 16, the current and non-current portion of prepaid lease payments amounting to HK$20,135,984 and HK$1,103,916,724 respectively were reclassified to right-of-use assets.
  3. For the purpose of reporting cash flows from operating activities under indirect method for the six months ended 31st December, 2019, movements in working capital have been computed based on opening condensed consolidated statement of financial position as at 1st July, 2019 as disclosed above.

- 28 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)

2.1 Impacts and changes in accounting policies of application of HKFRS 16 "Leases" (Continued)

2.1.2 Transition and summary of effects arising from initial application of HKFRS 16 (Continued)

As a lessor

In accordance with the transitional provisions in HKFRS 16, the Group is not required to make any adjustment on transition for leases in which the Group is a lessor but account for these leases in accordance with HKFRS 16 from the date of initial application and comparative information has not been restated.

  1. Upon application of HKFRS 16, new lease contracts entered into but commence after the date of initial application relating to the same underlying assets under existing lease contracts are accounted for as if the existing leases are modified as at 1st July, 2019. The application has had no impact on the Group's condensed consolidated statement of financial position at 1st July, 2019. However, effective from 1st July, 2019, lease payments relating to the revised lease term after modification are recognised as income on straight-line basis over the extended lease term.
  2. Before application of HKFRS 16, refundable rental deposits received were considered as rights and obligations under leases to which HKAS 17 applied. Based on the definition of lease payments under HKFRS 16, such deposits are not payments relating to the right-of-use assets. The discounting effect has had no material impact on the condensed consolidated financial statements of the Group for the current period.
  3. Effective from 1st July, 2019, the Group has applied HKFRS 15 to allocate consideration in the contract to each lease and non-lease components. The change in allocation basis has had no material impact on the condensed consolidated financial statements of the Group for the current period.

- 29 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

3. REVENUE

Six months ended

31st December,

31st December,

2019

2018

HK$

HK$

Sales of properties

412,238,609

1,864,337,609

Property management and other services

566,833,244

548,320,270

Hotel operations

484,398,475

485,146,079

Revenue from goods and services

1,463,470,328

2,897,803,958

Gross rental income from properties

1,646,263,431

1,641,617,907

Interest income from loans receivable

35,511,520

32,979,195

Dividend income

- Listed investments

23,304,797

21,165,133

- Unlisted investments

-

4,206,900

3,168,550,076

4,597,773,093

Geographical market:

Hong Kong

2,584,114,850

3,869,098,815

People's Republic of China (the "PRC")

49,287,700

198,723,010

Singapore

535,147,526

529,951,268

3,168,550,076

4,597,773,093

For the six months ended 31st December, 2019, revenue from contracts with customers recognised over time mainly consists of property management and other services fee income and hotel room revenue of HK$566,833,244 and HK$240,530,701 (six months ended 31st December, 2018: HK$548,320,270 and HK$232,867,402) respectively. The revenue recognised at a point in time mainly consists of income from sales of properties and income from hotel food and beverage sales of HK$412,238,609 and HK$243,867,774 (six months ended 31st December, 2018: HK$1,864,337,609 and HK$252,278,677) respectively.

- 30 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

4. SEGMENT INFORMATION

The following is an analysis of the Group's revenue and results by reportable and operating segments for the period under review:

Six months ended 31st December, 2019

The Company

Associates and

and its subsidiaries

joint ventures

Total

External

Share of

Share of

Segment

Segment

revenue

Results

revenue

results

revenue

results

HK$

HK$

HK$

HK$

HK$

HK$

Property

Property sales

412,238,609

23,624,741

1,474,256,702

774,163,444

1,886,495,311

797,788,185

Property rental

1,646,263,431

1,411,497,773

471,490,958

426,681,132

2,117,754,389

1,838,178,905

2,058,502,040

1,435,122,514

1,945,747,660

1,200,844,576

4,004,249,700

2,635,967,090

Property management

and other services

566,833,244

124,550,539

58,296,344

9,789,653

625,129,588

134,340,192

Hotel operations

484,398,475

192,151,358

155,403,446

49,441,800

639,801,921

241,593,158

Investments in securities

23,304,797

23,304,797

1,950

1,950

23,306,747

23,306,747

Financing

35,511,520

35,511,520

6,115,399

6,115,399

41,626,919

41,626,919

3,168,550,076

1,810,640,728

2,165,564,799

1,266,193,378

5,334,114,875

3,076,834,106

- 31 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

4. SEGMENT INFORMATION (Continued) Six months ended 31st December, 2018

The Company

Associates and

and its subsidiaries

joint ventures

Total

External

Share of

Share of

Segment

Segment

revenue

Results

revenue

results

revenue

results

HK$

HK$

HK$

HK$

HK$

HK$

Property

Property sales

1,864,337,609

384,913,089

282,181,022

107,292,182

2,146,518,631

492,205,271

Property rental

1,641,617,907

1,415,502,634

466,169,388

422,869,860

2,107,787,295

1,838,372,494

3,505,955,516

1,800,415,723

748,350,410

530,162,042

4,254,305,926

2,330,577,765

Property management

and other services

548,320,270

113,769,248

54,730,242

8,787,782

603,050,512

122,557,030

Hotel operations

485,146,079

182,891,514

219,435,206

103,478,502

704,581,285

286,370,016

Investments in securities

25,372,033

25,372,033

1,950

1,950

25,373,983

25,373,983

Financing

32,979,195

32,979,195

8,085,149

8,085,149

41,064,344

41,064,344

4,597,773,093

2,155,427,713

1,030,602,957

650,515,425

5,628,376,050

2,805,943,138

- 32 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

4. SEGMENT INFORMATION (Continued)

Segment results represent the profit before taxation earned by each segment without allocation of certain other income and other gains or losses, certain administrative expenses and other operating expenses, changes in fair value of investment properties and financial assets at FVTPL, gain on disposal of investment properties and certain finance income net of finance costs. The profit before taxation earned by each segment also includes the share of results from the Group's associates and joint ventures without allocation of the associates' and joint ventures' certain other income and other gains or losses, certain administrative expenses and other operating expenses, change in fair value of investment properties, gain on disposal of investment properties, finance costs net of finance income and income tax expense. This is the measure reported to the chief operating decision makers for the purposes of resource allocation and performance assessment.

Reconciliation of profit before taxation

Six months ended

31st December,

31st December,

2019

2018

HK$

HK$

Segment profit

3,076,834,106

2,805,943,138

Change in fair value of investment properties

169,336,043

635,658,916

Other income and other gains or losses

56,163,553

42,940,874

Change in fair value of financial assets at FVTPL

(1,194,290)

(580,399)

Gain on disposal of investment properties

119,985,974

44,145,508

Administrative expenses and other operating expenses

(497,171,134)

(581,893,330)

Finance income, net

497,946,127

265,517,457

Results shared from associates and joint ventures

  - Other income and other gains or losses

87,176,605

99,296,417

  - Change in fair value of investment properties

18,549

267,986,271

  - Gain on disposal of investment properties

-

146,034,360

  - Administrative expenses and

      other operating expenses

(152,148,960)

(118,527,276)

  - Finance costs, net

(48,918,442)

(4,953,789)

  - Income tax expense

(207,651,754)

(111,401,160)

(321,524,002)

278,434,823

Profit before taxation

3,100,376,377

3,490,166,987

During the six months ended 31st December, 2019, inter-segment sales of HK$37,483,778 (six months ended 31st December, 2018: HK$55,786,942) were not included in the segment of "property management and other services". There were no inter-segment sales in other operating segments. Inter-segment sales were charged at cost plus margin basis as agreed between both parties.

- 33 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the six months ended 31st December, 2019

5. FINANCE INCOME

Six months ended

31st December,

31st December,

2019

2018

HK$

HK$

Interest income on:

  advances to associates and joint ventures

23,172,884

18,175,513

  bank deposits

475,063,399

248,916,789

Imputed interest income on non-currentinterest-free

  advances to associates and joint ventures

39,178,540

25,716,280

537,414,823

292,808,582

6. FINANCE COSTS

Six months ended

31st December,

31st December,

2019

2018

HK$

HK$

Interest on bank and other borrowings

60,444,728

42,739,775

Interest on lease liabilities

1,191,925

-

Imputed interest expense on non-current

interest-free advances from associates

8,009,205

6,584,297

Loan facility arrangement fees and finance charges

1,026,937

1,888,837

70,672,795

51,212,909

Less: Amounts capitalised to properties

under development

(32,522,384)

(24,787,451)

38,150,411

26,425,458

  1. SHARE OF RESULTS OF ASSOCIATES
    Share of results of associates included the Group's share of increase in fair value of investment properties of the associates of HK$34,992,531 (six months ended 31st December, 2018: HK$257,971,016).
  2. SHARE OF RESULTS OF JOINT VENTURES
    Share of results of joint ventures included the Group's share of decrease in fair value of investment properties of the joint ventures of HK$34,973,982 (six months ended 31st December, 2018: share of increase in fair value of investment properties of the joint ventures of HK$10,015,255).

- 34 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

9.

PROFIT BEFORE TAXATION

Six months ended

31st December,

31st December,

2019

2018

HK$

HK$

Profit before taxation has been arrived at after charging:

Release of prepaid lease payments

  (included in other operating expenses)

-

10,026,488

Cost of properties sold recognised as cost of sales

231,714,970

1,247,812,970

Cost of hotel inventories recognised as direct expenses

62,019,278

67,307,488

Amortisation and depreciation of owner-operated

  hotel properties

16,578,621

19,128,505

Depreciation of property, plant and equipment

42,477,636

41,398,467

Depreciation of right-of-use assets

36,953,240

-

Loss on disposal of property, plant and equipment

84,652

1,311,544

Impairment loss on trade receivables, net of reversal

1,834,838

459,597

10. INCOME TAX EXPENSE

Six months ended

31st December,

31st December,

2019

2018

HK$

HK$

The charge comprises:

Current taxation

Hong Kong Profits Tax

170,387,663

211,148,786

Other jurisdictions

54,881,210

86,154,219

Land Appreciation Tax ("LAT") in the PRC

4,569,179

4,408,685

229,838,052

301,711,690

Deferred taxation

78,215,100

44,195,156

308,053,152

345,906,846

- 35 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

  1. INCOME TAX EXPENSE (Continued)
    Hong Kong Profits Tax is recognised based on management's best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual tax rate used is 16.5% (six months ended 31st December, 2018: 16.5%).
    Taxes on profits assessable in Singapore and the PRC are recognised based on management's best estimate of the weighted average annual income tax rates prevailing in the countries and the regions in which the Group operates. The estimated weighted average annual tax rates used are 17% in Singapore and 25% in the PRC (six months ended 31st December, 2018: 17% in Singapore and 25% in the PRC).
    The provision of LAT is calculated according to the requirements set forth in the relevant tax laws and regulations. LAT has been provided at ranges of progressive rates of the appreciation value, with certain allowable deductions.
    Deferred taxation has been provided in relation to the change in fair value of certain investment properties and other temporary differences.
  2. DIVIDEND PAID

Six months ended

31st December,

31st December,

2019

2018

HK$

HK$

Final dividend paid for the year ended

  • 30th June, 2019 of HK41 cents per share
  • (six months ended 31st December, 2018: HK40 cents per share
  • for the year ended 30th June, 2018),

with a scrip dividend option

2,794,966,329

2,641,224,521

Subsequent to the end of the reporting period, the Directors determined that an interim dividend for the six months ended 31st December, 2019 of HK14 cents (six months ended 31st December, 2018: HK14 cents) per share amounting to HK$974,251,863 (six months ended 31st December,

2018: HK$946,414,707) would be paid to the Company's shareholders whose names appear on the Register of Members on 16th March, 2020.

- 36 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

12. EARNINGS PER SHARE

  1. Reported earnings per share
    The calculation of the basic earnings per share attributable to the Company's shareholders is based on the following data:

Six months ended

31st December,

31st December,

2019

2018

HK$

HK$

Earnings for the purpose of basic earnings per share

2,780,790,532

3,130,676,100

Number

Number

of shares

of shares

Weighted average number of ordinary shares

  for the purpose of basic earnings per share

6,839,363,734

6,626,959,263

No diluted earnings per share has been presented for the periods ended 31st December, 2019 and 2018 as there were no potential ordinary shares outstanding during the current and prior periods.

  1. Underlying earnings per share
    For the purpose of assessing the underlying performance of the Group, basic earnings per share calculated based on the underlying profit attributable to the Company's shareholders of HK$2,722,914,108 (six months ended 31st December, 2018: HK$2,370,328,649) is also presented, excluding the net effect of changes in fair value of the Group's, associates' and joint ventures' investment properties and fair value adjustments of the residual interest arising from the disposal of a subsidiary, taking into account tax effect and the amount attributable to the Company's shareholders. The denominators used are the same as those detailed above for reported earnings per share.

- 37 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019 12. EARNINGS PER SHARE (Continued)

(b) Underlying earnings per share (Continued)

A reconciliation of profit is as follows:

Six months ended

31st December,

31st December,

2019

2018

HK$

HK$

Earnings for the purpose of basic earnings per share

2,780,790,532

3,130,676,100

Change in fair value of investment properties

(169,336,043)

(635,658,916)

Effect of corresponding deferred taxation charges

54,849,859

29,046,664

Share of results of associates

  - Change in fair value of investment properties

(34,992,531)

(257,971,016)

  - Effect of corresponding deferred taxation

      charges

2,185,888

130,762

Share of results of joint ventures

  - Change in fair value of investment properties

34,973,982

(10,015,255)

(112,318,845)

(874,467,761)

Amount attributable to non-controlling interests

2,011,901

9,032,025

Unrealised change in fair value of investment

  properties attributable to the Company's

  shareholders

(110,306,944)

(865,435,736)

Realised fair value gain on investment properties

  disposed of during the period, net of taxation

51,517,407

89,831,911

Realised fair value gain on the disposal of

  a subsidiary upon sales of the underlying

  properties during the period

913,113

15,256,374

(57,876,424)

(760,347,451)

Underlying profit attributable to the Company's

  shareholders

2,722,914,108

2,370,328,649

Underlying earnings per share

0.39

0.35

- 38 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

  1. INVESTMENT PROPERTIES
    The Group's investment properties at 31st December, 2019 and 30th June, 2019 were fair-valued by Knight Frank Petty Limited and Knight Frank Pte Ltd., independent valuers not connected with the Group. The valuations for completed properties were arrived at by reference to market evidence of recent transaction prices for similar properties and/or on the basis of discounted cash flow projections based on estimates of future rental income from properties using current market rentals and yields as inputs. For investment properties under redevelopment, the valuations had been arrived at by adopting direct comparison approach with reference to comparable transactions in the locality and assuming that the investment properties will be completed in accordance with the development proposals and the relevant approvals for the proposals have been obtained. The valuations had also taken into account the relevant future cost of development, including construction costs, finance costs, professional fees and developer's profit as of completion, which duly reflected the risks associated with the development of the properties.
    The resulting fair value gain on investment properties of HK$169,336,043 has been recognised directly in profit or loss for the six months ended 31st December, 2019 (six months ended 31st December, 2018: HK$635,658,916).
  2. PROPERTY, PLANT AND EQUIPMENT
    During the six months ended 31st December, 2019, additions to property, plant and equipment amounted to HK$20,595,266 (six months ended 31st December, 2018: HK$29,677,086).
  3. INTERESTS IN ASSOCIATES/ADVANCES TO ASSOCIATES/AMOUNTS DUE FROM/TO ASSOCIATES

31st December,

30th June,

2019

2019

HK$

HK$

Interests in associates:

  Unlisted shares, at cost

5,670,721,278

5,670,522,275

  Share of post-acquisition profits, net of dividends

  received

15,700,880,712

16,273,758,541

21,371,601,990

21,944,280,816

Advances to associates

4,287,442,956

3,429,828,974

Less: Allowance

(1,355,701,838)

(1,378,269,689)

2,931,741,118

2,051,559,285

- 39 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

  1. INTERESTS IN ASSOCIATES/ADVANCES TO ASSOCIATES/AMOUNTS DUE FROM/TO ASSOCIATES (Continued)
    The advances to associates of the Group are unsecured and have no fixed repayment terms. At 31st December, 2019, out of the Group's advances to associates net of allowance, HK$238,426,605 (30th June, 2019: HK$130,153,825) bears interest and the remaining balance is interest-free. In the opinion of the Directors, the Group will not demand for repayment within the next twelve months from the end of the reporting period and the advances are therefore shown as non-current.
    The amounts due from associates of the Group classified under current assets are unsecured, interest-free and are expected to be repaid within one year from the end of the reporting period.
    The amounts due to associates of the Group classified under current liabilities are unsecured, interest-free and repayable on demand.
  2. INTERESTS IN JOINT VENTURES/ADVANCES TO JOINT VENTURES/AMOUNTS DUE FROM/TO JOINT VENTURES

31st December,

30th June,

2019

2019

HK$

HK$

Interests in joint ventures:

  Unlisted shares

526,339,450

522,239,132

  Share of post-acquisition profits, net of

    dividends received

2,796,544,842

2,822,498,110

3,322,884,292

3,344,737,242

Advances to joint ventures

10,733,916,207

7,505,992,744

The advances to joint ventures of the Group are unsecured and have no fixed repayment terms. At 31st December, 2019, out of the Group's advances to joint ventures, HK$7,977,972,244 (30th June, 2019: HK$5,705,499,063) bear interest and the remaining balance of HK$2,755,943,963 (30th June, 2019: HK$1,800,493,681) is interest-free. In the opinion of the Directors, the Group will not demand for repayment within the next twelve months from the end of the reporting period and the advances are therefore shown as non-current.

The amounts due from/to joint ventures of the Group grouped under current assets/liabilities are unsecured, interest-free and are expected to be repaid within one year from the end of the reporting period.

- 40 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

17. TRADE AND OTHER RECEIVABLES

At 31st December, 2019, included in trade and other receivables of the Group are trade receivables (net of allowance for credit losses) of HK$238,562,193 (30th June, 2019: HK$218,803,996). Trade receivables mainly comprise rental receivables. Rental receivables are billed and payable in advance by tenants.

The following is an aged analysis of trade receivables (net of allowance for credit losses) at the end of the reporting period. The amounts not yet due mainly represent receivables from property management and other services. The amounts overdue mainly represent rental receivables billed on a monthly basis and payable by the tenants in advance of the rental periods.

31st December,

30th June,

2019

2019

HK$

HK$

Not yet due

68,370,555

33,980,445

Overdue:

1 - 30 days

80,934,575

98,098,592

31 - 60 days

29,629,170

30,974,527

61 - 90 days

8,871,591

12,361,832

Over 90 days

50,756,302

43,388,600

238,562,193

218,803,996

Other receivables mainly comprise receivables in relation to rental, utility and other deposits paid of approximately HK$185,000,000 (30th June, 2019: HK$181,000,000), prepayments for operating expenses of approximately HK$39,000,000 (30th June, 2019: HK$28,000,000), other payment in advance of approximately HK$140,000,000 (30th June, 2019: HK$113,000,000) which is mainly related to property development projects, interest receivables of approximately HK$248,000,000 (30th June, 2019: HK$297,000,000) and prepayment for sales commission of approximately HK$394,000,000 (30th June, 2019: HK$47,000,000).

- 41 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

18. TRADE AND OTHER PAYABLES

At 31st December, 2019, included in trade and other payables of the Group are trade payables of HK$182,545,636 (30th June, 2019: HK$115,182,425).

The following is an aged analysis of trade payables presented based on invoice date at the end of the reporting period:

31st December,

30th June,

2019

2019

HK$

HK$

0 - 30 days

138,045,207

69,893,706

31 - 60 days

23,293,682

20,597,271

61 - 90 days

4,211,137

1,329,600

Over 90 days

16,995,610

23,361,848

182,545,636

115,182,425

Other payables mainly comprise construction cost payable of approximately HK$780,000,000 (30th June, 2019: HK$857,000,000), rental and utilities deposits received of approximately HK$836,000,000 (30th June, 2019: HK$848,000,000), receipt in advance of approximately HK$1,590,000,000 (30th June, 2019: HK$2,297,000,000) which is mainly related to property development projects and rental receipt in advance of approximately HK$187,000,000 (30th June, 2019: HK$164,000,000).

- 42 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

19. ASSETS CLASSIFIED AS HELD FOR SALE

During the six months ended 31st December, 2019, the Group disposed its entire interest in Silver Target Limited, a wholly-owned subsidiary of the Company, for a cash consideration of HK$285,370,000 to an independent third party. The disposal was completed on 10th January, 2020. Assets and liabilities of the disposed subsidiary were classified as held for sale as at 31st December, 2019.

The following assets and liabilities were reclassified as held for sale as at 31st December, 2019:

HK$

Investment property

285,000,000

Trade and other receivables

781,651

Bank balances and cash

1,461,369

Total assets classified as held for sale

287,243,020

Trade and other payables

2,778,026

Taxation payable

1,684,885

Deferred taxation

2,341,871

Total liabilities associated with assets classified as held for sale

6,804,782

20. BANK BORROWINGS

During the six months ended 31st December, 2019, the Group did not obtain any new bank loan (six months ended 31st December, 2018: HK$2,000,000,000) and repaid bank loan of HK$811,000,000 (six months ended 31st December, 2018: HK$149,618,750). All of the bank borrowings carry interest at contracted interest rates (which are also the effective interest rates) at Hong Kong Interbank Offered Rate or Singapore Interbank Offered Rate plus a margin per annum.

- 43 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

21. SHARE CAPITAL

2019

2018

Number of

Share

Number of

Share

ordinary shares

capital

ordinary shares

capital

HK$

HK$

Ordinary shares issued and fully paid

  with no par value:

  At 1st July

6,816,991,049

47,324,776,293

6,603,061,302

44,560,016,005

  Issue of shares in lieu of cash dividend

141,950,827

1,675,587,561

157,043,742

1,938,547,951

  At 31st December

6,958,941,876

49,000,363,854

6,760,105,044

46,498,563,956

On 3rd December, 2019, the Company issued and allotted a total of 141,950,827 (six months ended 31st December, 2018: 157,043,742) ordinary shares at an issue price of HK$11.804 (six months ended 31st December, 2018: HK$12.344) per ordinary share in lieu of cash for the 2019 final dividend (six months ended 31st December, 2018: 2018 final dividend).

During the six months ended 31st December, 2019 and 31st December, 2018, no ordinary share was bought back on the Stock Exchange.

The shares issued during the period rank pari passu with the then existing shares in all respects.

  1. ADVANCES FROM ASSOCIATES
    The advances from associates of the Group are unsecured, interest-free and have no fixed repayment terms. The associates have agreed not to demand repayment within the next twelve months from the end of the reporting period. The effective interest rate for imputed interest expense for these interest-free loans is determined based on the cost-of-funds of the Group.
  2. ADVANCES FROM NON-CONTROLLING INTERESTS
    The advances from non-controlling interests of the Group amounted to HK$68,037,976 (30th June, 2019: HK$35,644,803) are unsecured, bear interest at 6.25% (30th June, 2019: 6.25%) per annum and have no fixed repayment terms. The remaining balance of HK$71,674,227 (30th June, 2019: HK$70,934,266) is unsecured, interest-free and have no fixed repayment terms. The non-controlling interests have agreed not to demand repayment within the next twelve months from the end of the reporting period and the advances are therefore shown as non-current.

- 44 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

24. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

Fair value of the Group's financial assets that are measured at fair value on a recurring basis

Some of the Group's financial assets are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets are determined (in particular, the valuation technique(s) and inputs used), as well as the level of the fair value hierarchy into which the fair value measurements are categorised (Levels 1 to 3) based on the degree to which the inputs to the fair value measurements are observable:

  • Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
  • Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
  • Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair value at

31st December,

30th June,

Fair value

2019

2019

hierarchy

HK$

HK$

Financial assets

Equity instruments at FVTOCI

  - Listed equity securities (Note a)

820,007,258

857,978,637

Level 1

  - Unlisted equity securities (Note b)

2,961,578

2,961,578

Level 3

Financial assets at FVTPL

  - Listed equity securities (Note a)

10,472,178

11,666,468

Level 1

Notes:

  1. The fair values of all listed equity securities are determined with reference to quoted market bid prices in an active market as at 31st December, 2019 and 30th June, 2019.
  2. As at 31st December, 2019 and 30th June, 2019, the Directors of the Company consider the costs of unlisted equity securities approximate their fair values.

- 45 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

24. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Continued)

Fair value of the Group's financial assets that are measured at fair value on a recurring basis (Continued)

The Directors consider that the carrying amounts of financial assets and liabilities classified as current assets or liabilities and recorded at amortised costs in the condensed consolidated financial statements approximate their fair values as these financial instruments are short-term in nature. For non-current financial assets and liabilities which are interest-free, the Directors consider that their carrying amounts approximate their fair values as their carrying amounts are discounted using the relevant effective interest rates which approximated to the prevailing borrowing rates. For non-current financial assets and liabilities which bear interest at fixed interest rates, these rates approximated to the prevailing borrowing rates of the respective group entities and accordingly, the Directors consider that their carrying amounts approximate their fair values.

There was no transfer among different levels of the fair value hierarchy in the current and prior periods.

Reconciliation of Level 3 fair value measurements of financial assets

Equity instruments at FVTOCI - unlisted equity securities HK$

At 1st July, 2019 and 31st December, 2019

2,961,578

25. PLEDGE OF ASSETS

  1. Certain of the Group's assets with the following carrying amounts have been pledged to secure banking facilities of the Group:

31st December,

30th June,

2019

2019

HK$

HK$

Investment properties

-

254,647,250

Hotel properties

-

778,781,122

Prepaid lease payments

-

713,044,039

-

1,746,472,411

  1. At 31st December, 2019, shares in certain associates and joint ventures, advances to certain associates and joint ventures in aggregate carrying amount of approximately HK$11,764,314,000 (30th June, 2019: HK$10,025,869,000) and certain assets of the associates and joint ventures were pledged to or assigned to secure loan facilities made available by banks to such associates and joint ventures. Loan facilities granted to certain associates and joint ventures were jointly guaranteed by the Company and the other shareholders of the associates and joint ventures. Details of the relevant guarantees granted are set out in Note 26.

- 46 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the six months ended 31st December, 2019

26. CONTINGENT LIABILITIES

At the end of the reporting period, the Group had contingent liabilities as follows:

31st December,

30th June,

2019

2019

HK$

HK$

Guarantees given to banks in respect of:

  • Banking facilities of an associate and joint ventures
  • attributable to the Group

- Utilised

6,292,866,556

5,488,625,000

- Unutilised

3,609,334,703

2,425,605,000

9,902,201,259

7,914,230,000

  Mortgage loans granted to property purchasers

504,769,884

464,134,435

At 31st December, 2019 and 30th June, 2019, the Group issued corporate financial guarantees to banks in respect of banking facilities granted to an associate and joint ventures. At the end of both reporting periods, the Group did not recognise any liabilities in respect of such corporate financial guarantees as the Directors of the Company consider that the fair values of these financial guarantee contracts at their initial recognition and at the end of the reporting period are insignificant.

Guarantees are given to banks with respect to loans procured by the purchasers of the Group's properties. Such guarantees will be released by banks upon completion of the relevant mortgage properties registration. In the opinion of the Directors, the fair values of these financial guarantee contracts of the Group are insignificant at initial recognition and the Directors consider that the possibility of default of the parties involved is remote; accordingly, no value has been recognised at the inception of these guarantee contracts and at the end of each reporting period.

- 47 -

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Thursday, 12th March, 2020 to Monday, 16th March, 2020, both dates inclusive, during which period no transfer of shares will be effected. The record date for the interim dividend is at the close of business on Monday, 16th March, 2020.

In order to qualify for the interim dividend, shareholders should ensure that all transfers accompanied by the relevant share certificates are lodged with the Company's Share Registrars, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 11th March, 2020.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES

Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the listed securities of the Company during the interim period.

DIRECTORS' INTERESTS

As at 31st December, 2019, the interests and short positions held by the Directors of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance ("SFO")), as recorded in the register required to be kept by the Company under Section 352 of the SFO or otherwise notified to the Company and The Stock Exchange of Hong Kong Limited ("Stock Exchange") pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers ("Model Code") contained in the Rules Governing the Listing of Securities on the Stock Exchange ("Listing Rules"), were as follows:

(A) Long Positions in Shares of the Company

Number of

Capacity and

% of

Name of Director

Ordinary Shares

Nature of Interest

Issued Shares

Mr. Robert Ng Chee Siong

3,986,088,177

Beneficial owner of

57.28%

(Note)

228,791 shares,

spouse interest in

4,895,582 shares

and trustee interest in

3,980,963,804 shares in

the capacity as one of

the co-executors of

the estate of the late

Mr. Ng Teng Fong

The Honourable Ronald Joseph

1,191,997

Beneficial owner

0.01%

  Arculli

Dr. Allan Zeman

-

-

-

Mr. Adrian David Li Man-kiu

-

-

-

Mr. Steven Ong Kay Eng

-

-

-

Mr. Wong Cho Bau

-

-

~

-

Mr. Daryl Ng Win Kong

131,143

Beneficial owner

0%

Mr. Ringo Chan Wing Kwong

-

-

-

Mr. Gordon Lee Ching Keung

-

-

-

Mr. Sunny Yeung Kwong

-

-

-

Ms. Velencia Lee

-

-

-

- 48 -

DIRECTORS' INTERESTS (Continued)

(A) Long Positions in Shares of the Company (Continued)

Note:

The trustee interest in 3,980,963,804 shares comprises:

  1. 1,703,635,553 shares which were held by Tsim Sha Tsui Properties Limited, which was 72.03% controlled by the co-executors of the estate of the late Mr. Ng Teng Fong;
  2. (i) 53,498,941 shares which were held by Orchard Centre Holdings (Private) Limited, in which Nam Lung Properties Development Company Limited, a wholly-owned subsidiary of Tsim Sha Tsui Properties Limited, had a 95.23% control; and
    1. 2,049,036,100 shares which were held through wholly-owned subsidiaries of Tsim Sha Tsui Properties Limited;
  3. 128,805,630 shares which were held through companies 100% controlled by the co-executors of the estate of the late Mr. Ng Teng Fong, namely, 213,290 shares by Fanlight Investment Limited, 205,940 shares by Garford Nominees Limited, 46,345,794 shares by Karaganda Investments Inc., 19,988,742 shares by Orient Creation Limited, 9,715,011 shares by Strathallan Investment Limited, 29,281,237 shares by Strong Investments Limited, 22,438,262 shares by Tamworth Investment Limited and 617,354 shares by Transpire Investment Limited; and
  4. 45,987,580 shares which were held by the co-executors of the estate of the late Mr. Ng Teng Fong.

- 49 -

DIRECTORS' INTERESTS (Continued)

  1. Long Positions in Shares of Associated Corporations
    1. Holding Company
      Tsim Sha Tsui Properties Limited

Number of

Capacity and

% of

Name of Director

Ordinary Shares

Nature of Interest

Issued Shares

Mr. Robert Ng Chee Siong

1,356,283,970

Beneficial owner of

72.07%

(Note)

728,358 shares and

trustee interest in

1,355,555,612 shares in

the capacity as one of

the co-executors of

the estate of the late

Mr. Ng Teng Fong

~

The Honourable Ronald

60,000

Beneficial owner

0%

  Joseph Arculli

Dr. Allan Zeman

-

-

-

Mr. Adrian David Li Man-kiu

-

-

-

Mr. Steven Ong Kay Eng

-

-

-

Mr. Wong Cho Bau

-

-

-

Mr. Daryl Ng Win Kong

-

-

-

Mr. Ringo Chan Wing Kwong

-

-

-

Mr. Gordon Lee Ching Keung

-

-

-

Mr. Sunny Yeung Kwong

-

-

-

Ms. Velencia Lee

-

-

-

Note:

The trustee interest in 1,355,555,612 shares comprises:

  1. 1,248,571,703 shares which were held through companies 100% controlled by the co-executors of the estate of the late Mr. Ng Teng Fong, namely, 129,414,432 shares by Fanlight Investment Limited, 175,375,435 shares by Nippomo Limited, 4,029,939 shares by Orient Creation Limited, 344,926,580 shares by Strathallan Investment Limited, 514,724,118 shares by Tamworth Investment Limited and 80,101,199 shares by Transpire Investment Limited; and
  2. 106,983,909 shares which were held by the co-executors of the estate of the late Mr. Ng Teng Fong.

- 50 -

DIRECTORS' INTERESTS (Continued)

  1. Long Positions in Shares of Associated Corporations (Continued)
    1. Associates and joint ventures
      Mr. Robert Ng Chee Siong was deemed to be interested in shares of the following companies through corporations controlled by him:

Number of

% of

Name of Company

Ordinary Shares

Issued Shares

Brighton Land Investment Limited

1,000,002

Empire Funds Limited

1

Erleigh Investment Limited

110

Eternal Honest Finance Company Limited

1

Famous Empire Properties Limited

5,000

FHR International Limited

1

Island Resort Estate Management

10

  Company Limited

Jade Result Limited

500,000

Murdoch Investments Inc.

2

Real Maker Development Limited

20,000

Rich Century Investment Limited

500,000

Sea Dragon Limited

70

Silver Link Investment Limited

10

Sino Club Limited

2

Sino Parking Services Limited

450,000

Sino Real Estate Agency Limited

50,000

Notes:

(Notes 1 and 2)

100%

(Notes 1 and 3)

50%

(Notes 1 and 3)

55%

(Notes 1 and 3)

50%

(Notes 1 and 4)

50%

(Note 5)

33.33%

(Notes 1 and 3)

50%

(Notes 1 and 3)

50%

(Notes 1 and 2)

100%

(Notes 1 and 6)

10%

(Notes 1 and 3)

50%

(Notes 1 and 3)

70%

(Notes 1 and 3)

50%

(Note 7)

100%

(Note 8)

50%

(Note 8)

50%

  1. Osborne Investments Ltd. ("Osborne") was a wholly-owned subsidiary of Seaview Assets Limited which was in turn 100% owned by Boswell Holdings Limited in which Mr. Robert Ng Chee Siong had a 50% control.
  2. The shares were held by Erleigh Investment Limited, a company 55% controlled by Osborne.
  3. The share(s) was(were) held by Osborne.
  4. The shares were held by Standard City Limited, a wholly-owned subsidiary of Osborne.
  5. The share was held by Smart Link Limited in which Mr. Robert Ng Chee Siong had a 100% control.
  6. The shares were held by Goegan Godown Limited, a wholly-owned subsidiary of Osborne.
  7. The shares were held by Sino Real Estate Agency Limited, a company 50% controlled by Deansky Investments Limited in which Mr. Robert Ng Chee Siong had a 100% control.
  8. The shares were held by Deansky Investments Limited.

Save as disclosed above, as at 31st December, 2019, none of the Directors had or was deemed to have any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporations which were recorded in the register required to be kept by the Company under Section 352 of the SFO or required to be notified to the Company and the Stock Exchange pursuant to the Model Code.

- 51 -

SUBSTANTIAL SHAREHOLDERS' AND OTHER SHAREHOLDERS' INTERESTS

As at 31st December, 2019, the interests and short positions of the substantial shareholders and other shareholders (other than Directors of the Company) in the shares and underlying shares of the Company as notified to the Company and the Stock Exchange pursuant to Divisions 2 and 3 of Part XV of the SFO and as recorded in the register required to be kept under Section 336 of the SFO were as follows:

Long Positions in Shares of the Company

Name of

Number of

Capacity and

% of

Substantial Shareholder

Ordinary Shares

Nature of Interest

Issued Shares

Mr. Philip Ng Chee Tat

3,995,296,184

Interest of controlled

57.41%

(Notes 1, 2, 3, 4, 5 and 6)

corporations in

14,332,380 shares

and trustee interest in

3,980,963,804 shares in

the capacity as one of

the co-executors of

the estate of the late

Mr. Ng Teng Fong

Tsim Sha Tsui Properties

3,806,170,594

Beneficial owner of

54.69%

  Limited

(Notes 2(a), 2(b), 3, 4 and 6)

1,703,635,553 shares

and interest of

controlled corporations

in 2,102,535,041 shares

Name of

Number of

Capacity and

% of

Other Shareholder

Ordinary Shares

Nature of Interest

Issued Shares

Spangle Investment Limited

403,368,756

Beneficial owner

6.44%

(Notes 3 and 6)

Ka Fai Land Investment Limited

421,996,094

Beneficial owner

6.19%

(Notes 4 and 6)

- 52 -

SUBSTANTIAL SHAREHOLDERS' AND OTHER SHAREHOLDERS' INTERESTS (Continued)

Long Positions in Shares of the Company (Continued)

Notes:

  1. 14,332,380 shares were held through companies 100% controlled by Mr. Philip Ng Chee Tat, namely, 4,423,249 shares by Far East Ventures Pte. Ltd. and 9,909,131 shares by Western Properties Pte Ltd.
  2. The trustee interest in 3,980,963,804 shares comprises:
    1. 1,703,635,553 shares which were held by Tsim Sha Tsui Properties Limited, which was 72.03% controlled by the co-executors of the estate of the late Mr. Ng Teng Fong;
    2. (i) 53,498,941 shares which were held by Orchard Centre Holdings (Private) Limited, in which Nam Lung Properties Development Company Limited, a wholly-owned subsidiary of Tsim Sha Tsui Properties Limited, had a 95.23% control; and
      1. 2,049,036,100 shares which were held through wholly-owned subsidiaries of Tsim Sha Tsui Properties Limited (including 471,091,957 shares held by Spangle Investment Limited (Note 3) and 421,996,094 shares held by Ka Fai Land Investment Limited (Note 4));
    3. 128,805,630 shares which were held through companies 100% controlled by the co-executors of the estate of the late Mr. Ng Teng Fong, namely, 213,290 shares by Fanlight Investment Limited, 205,940 shares by Garford Nominees Limited, 46,345,794 shares by Karaganda Investments Inc., 19,988,742 shares by Orient Creation Limited, 9,715,011 shares by Strathallan Investment Limited, 29,281,237 shares by Strong Investments Limited, 22,438,262 shares by Tamworth Investment Limited and 617,354 shares by Transpire Investment Limited; and
    4. 45,987,580 shares which were held by the co-executors of the estate of the late Mr. Ng Teng Fong.
  3. Spangle Investment Limited is a wholly-owned subsidiary of Tsim Sha Tsui Properties Limited and its shareholding was duplicated in the interests of the co-executors of the estate of the late Mr. Ng Teng Fong and Tsim Sha Tsui Properties Limited.
  4. Ka Fai Land Investment Limited is a wholly-owned subsidiary of Tsim Sha Tsui Properties Limited and its shareholding was duplicated in the interests of the co-executors of the estate of the late Mr. Ng Teng Fong and Tsim Sha Tsui Properties Limited.

5.

The trustee interest of Mr. Philip Ng Chee Tat was duplicated in the trustee interest of

Mr. Robert Ng Chee Siong as disclosed under the section headed "Directors' Interests" above as the

co-executors of the estate of the late Mr. Ng Teng Fong.

6. The number and the percentage of shares as disclosed are based on the substantial shareholder notices filed with the Stock Exchange.

Save as disclosed above and so far as the Directors of the Company are aware, as at 31st December, 2019, no other person (other than Directors of the Company) had an interest or short position in the shares and underlying shares of the Company which were notified to the Company and the Stock Exchange pursuant to Divisions 2 and 3 of Part XV of the SFO and were recorded in the register required to be kept under Section 336 of the SFO, or was otherwise a substantial shareholder of the Company.

- 53 -

DISCLOSURE PURSUANT TO RULE 13.22 OF THE LISTING RULES

In accordance with Rule 13.22 of the Listing Rules, the Company discloses the following statement of indebtedness, capital commitments and contingent liabilities reported on by the affiliated companies of the Company and/or its subsidiaries as at the end of the most recent financial period.

At

At

31st December, 2019

30th June, 2019

HK$

HK$

The Group's share of total indebtedness of

its affiliated companies

7,667,394,556

- Bank loans

6,863,153,000

Advances from the Group

19,996,826,507

18,838,557,885

27,664,221,063

25,701,710,885

The Group's share of capital commitments and

-

  contingent liabilities of its affiliated companies

-

Note: "Affiliated companies" mentioned above refers to associates and joint ventures of the Group.

- 54 -

DISCLOSURE OF DIRECTORS' INFORMATION PURSUANT TO RULE 13.51B(1) OF THE LISTING RULES

Directors' Updated Biographical Details

The changes in the biographical details of the Directors are set out below:

Mr. Adrian David Li Man-kiu

  • appointed as a Member of Mastercard's Asia Pacific Advisory Board.

Mr. Daryl Ng Win Kong

  • ceased as a member of the Executive Committee of Hong Kong Sheng Kung Hui Welfare Council Limited;
  • ceased as a member of the Social Welfare Advisory Committee of the Government of Hong Kong Special Administrative Region;
  • appointed as the Chairman of Yeo Hiap Seng Limited;
  • appointed as an Advisor of Our Hong Kong Foundation;
  • appointed as a Council Member of Hong Kong Chronicles Institute Limited; and
  • appointed as a member of International Advisory Council of Singapore Management University.

Directors' updated biographies are available on the Company's website.

Directors' Emoluments

During the interim period, Mr. Daryl Ng Win Kong, Mr. Ringo Chan Wing Kwong, Mr. Gordon Lee Ching Keung and Mr. Sunny Yeung Kwong received discretionary bonuses in the amounts of HK$160,990, HK$1,204,800, HK$1,473,750 and HK$1,318,750 respectively.

The basis of determining the Directors' emoluments (including bonus payments) remain unchanged during the six months ended 31st December, 2019.

Save as disclosed above, as at 31st December, 2019, there had not been any other changes to the Directors' information as required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules.

- 55 -

REMUNERATION COMMITTEE

The Company has established its Remuneration Committee with written terms of reference which are available at the Company's website www.sino.com and the Stock Exchange's website.

The Remuneration Committee is responsible for making recommendations to the Board on the Company's policy and structure for all Directors' and senior management's remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy. The Committee makes recommendations to the Board on the remuneration package of individual Executive Directors and senior management, and it also makes recommendations to the Board on the remuneration of Non-Executive Directors. The Committee meets at least once a year and is provided with sufficient resources enabling it to discharge its duties.

The Remuneration Committee currently comprises Mr. Steven Ong Kay Eng (Committee Chairman), Dr. Allan Zeman and Mr. Adrian David Li Man-kiu, all of whom are Independent Non-Executive Directors, and Mr. Daryl Ng Win Kong, the Deputy Chairman of the Board.

NOMINATION COMMITTEE

The Company has established its Nomination Committee with written terms of reference which are available at the Company's website www.sino.com and the Stock Exchange's website.

The Nomination Committee is responsible for regularly reviewing the structure, size and composition of the Board with reference to the board diversity policy of the Company and making recommendations on any proposed changes to the Board to complement the Company's corporate strategy. Its duties include making recommendations to the Board on the selection of individuals nominated for directorships, the appointment or re-appointment of Directors and succession planning for Directors, and regularly reviewing the time required from a Director to perform his/her responsibilities. The Committee is also responsible for assessing the independence of Independent Non-Executive Directors and reviewing their annual confirmations on independence. The Committee meets at least once a year and is provided with sufficient resources enabling it to discharge its duties.

The Nomination Committee currently comprises Mr. Robert Ng Chee Siong (Committee Chairman), the Chairman of the Board, as well as Dr. Allan Zeman and Mr. Adrian David Li Man-kiu, both of whom are Independent Non-Executive Directors.

- 56 -

AUDIT COMMITTEE

The Company has set up its Audit Committee with written terms of reference which are available at the Company's website www.sino.com and the Stock Exchange's website.

The Audit Committee reports to the Board and holds regular meetings to assist the Board in discharging its responsibilities for effective financial reporting controls, risk management and internal control. The Committee meets at least four times a year and is provided with sufficient resources enabling it to discharge its duties.

The Audit Committee currently comprises Mr. Adrian David Li Man-kiu (Committee Chairman), Dr. Allan Zeman and Mr. Steven Ong Kay Eng, all of whom are Independent Non-Executive Directors.

In the first quarter of 2020, the Audit Committee has reviewed the accounting policies and practices adopted by the Company and the interim report for the six months ended 31st December, 2019.

COMPLIANCE COMMITTEE

The Company has set up its Compliance Committee with written terms of reference to enhance the corporate governance standard of the Company. The Compliance Committee has dual reporting lines. A principal reporting line is to the Board through the Committee Chairman. A secondary reporting line is to the Audit Committee. The Compliance Committee currently comprises the Deputy Chairman of the Board Mr. Daryl Ng Win Kong (Committee Chairman), the other Executive Directors of the Company, the Chief Financial Officer and Head of Legal and Company Secretarial Departments, the Head of Internal Audit Department, other department heads and the Compliance Officer. The Committee holds regular meetings on a bi-monthly basis to review management reports on ongoing compliance regarding continuing connected transactions and usage of annual caps, provide a forum for regulatory updates for the management, consider corporate governance issues and make recommendations to the Board and the Audit Committee on the Company's corporate governance issues and Listing Rules compliance matters.

CODES FOR DEALING IN THE COMPANY'S SECURITIES

The Company has adopted its own code for dealing in the Company's securities by Directors ("Directors Dealing Code") on terms no less exacting than the required standard set out in the Model Code. The Company has made specific enquiries of all Directors who held such offices during the period under review. All of them confirmed their compliance with the required standard set out in the Directors Dealing Code during the six months ended 31st December, 2019. The Company has also adopted a code for dealing in the Company's securities by relevant employees, who are likely to be in possession of inside information in relation to the securities of the Company, on no less exacting terms than the Model Code.

- 57 -

COMPLIANCE WITH CORPORATE GOVERNANCE CODE

During the six months ended 31st December, 2019, the Company has complied with all the code provisions as set out in Appendix 14 to the Listing Rules, except that there was no separation of the roles of the chairman and the chief executive, both of the roles are currently undertaken by the Chairman of the Board.

The Board is of the view that the current management structure has been effective in facilitating the Company's operation and business development and that necessary checks and balances consistent with sound corporate governance practices are in place. The implementation of strategies and policies of the Board and the operations of each business unit are overseen and monitored by designated responsible Executive Directors. The Board has found that the current arrangement has worked effectively in enabling it to discharge its responsibilities satisfactorily. In addition, the four Independent Non-Executive Directors have contributed valuable views and proposals for the Board's deliberation and decisions. The Board reviews the management structure regularly to ensure it continues to meet these objectives and is in line with the industry practices.

By Order of the Board

Velencia LEE

Executive Director

Hong Kong, 26th February, 2020

- 58 -

REPORT ON REVIEW OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO THE BOARD OF DIRECTORS OF SINO LAND COMPANY LIMITED (incorporated in Hong Kong with limited liability)

Introduction

We have reviewed the condensed consolidated financial statements of Sino Land Company Limited (the "Company") and its subsidiaries set out on pages 12 to 47, which comprise the condensed consolidated statement of financial position as of 31st December, 2019 and the related condensed consolidated statement of profit or loss, statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the six-month period then ended, and certain explanatory notes. The Main Board Listing Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 "Interim Financial Reporting" ("HKAS 34") issued by the Hong Kong Institute of Certified Public Accountants. The directors of the Company are responsible for the preparation and presentation of these condensed consolidated financial statements in accordance with HKAS 34. Our responsibility is to express a conclusion on these condensed consolidated financial statements based on our review, and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

Scope of Review

We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants. A review of these condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated financial statements are not prepared, in all material respects, in accordance with HKAS 34.

Deloitte Touche Tohmatsu

Certified Public Accountants

Hong Kong

26th February, 202059

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Sino Land Co. Ltd. published this content on 13 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 March 2020 07:22:09 UTC