20. LAND PREMIUM PAYABLE
Movements in deferred taxation were:
Deferred taxation represents the tax effect of timing differences arising from (i) the use of different bases of recognition of revenues and expenses for financial reporting and tax purposes and (ii) the provision of PRC land appreciation tax in respect of revaluation surplus of investment properties. There was no material unprovided deferred tax as of 31st December, 1998.
The following changes in the Company's share capital occurred during the year:
(i) Upon incorporation of the Company on 24th July, 1997, the authorised share capital was $100,000, consisting of 1,000,000 shares of $0.10 each, all of which were issued nil paid.
(ii) On 4th April, 1998, the authorised share capital of the Company increased from $100,000 to $200,000,000 by the creation of 1,999,000,000 additional shares of $0.10 each.
(iii) On 15th May, 1998, pursuant to the group reorganisation described in Note 1 to the financial statements, the Company issued 749,000,000 ordinary shares of $0.10 each, credited as fully paid, as consideration for the acquisition of the entire issued share capital of Hopson Development International Limited, and also credited as fully paid the 1,000,000 ordinary shares of $0.10 each as set out in (i) above.
(iv) On 27th May, 1998, 25,000,000 ordinary shares of $0.10 each were issued to the public and 225,000,000 shares of $0.10 each were issued under private placement (the "Placing"), all issued at $2.70 each for a total cash consideration of $675,000,000 before the related issue expenses.
A summary of the movements in the authorised and issued share capital of the Company is as follows:
The comparative share capital amount as of 31st December, 1997 represents the pro forma issued share capital of the Company after the issue of 1,000,000 ordinary shares on incorporation, and 749,000,000 ordinary shares for the acquisition of the entire share capital in Hopson Development International Limited as if the group reorganisation had been in place as of 31st December, 1997.
Effect of group reorganisation represents the difference between the nominal amount of the Company's shares issued for the acquisition of subsidiaries and the nominal amount of the share capital of the subsidiaries.
The enterprise expansion and reserve fund is a statutory reserve as stipulated by the relevant laws and regulations for joint venture enterprises. Appropriation to such statutory reserve is made out of profit after taxation as shown on the statutory accounts of the PRC subsidiaries. The amounts and allocations are decided by its Board of Directors annually. The PRC subsidiaries are required to reflect the reserve separately in their statutory accounts.
As of 31st December, 1998, the Group had banking facilities of approximately $165 million for short-term bank loans and trade financing. As of that date, all banking facilities were utilised by the Group.
These facilities were secured by:
a. investment properties with an aggregate carrying amount of $243 million (1997 - Nil) (Note 13);
b. properties under development for long-term investment of approximately $52 million (1997 - $49 million) (Note 14); and
c. bank deposits of approximately $43 million (1997 - Nil) (Note 18.a).
a. Reconciliation of profit before taxation to net cash inflow from operating activities:
b. Analysis of changes in financing during the years was as follows:
a. Capital commitments
As of 31st December, 1998, the Group had authorised and contracted capital commitments of approximately $362 million (1997 - $454 million) and $806 million (1997 - $744 million ) for capital contribution to PRC joint ventures and property development projects respectively.
b. Operating lease commitments
Total rental commitments as of 31st December, 1998 amounted to approximately $955,000 (1997 - $823,000). All (1997 - $714,000) of these obligations were payable in the coming year and were as follows:
In respect of certain of the Group's properties under development, several subsidiary companies of the Group; Tonking International Limited, an associated company; and Guangdong Zhujiang Investment Company, a related company; and Mr. Chu Mang Yee, Mr. Au Wai Kin, directors of the Company had provided guarantees as security for mortgage facilities provided by various banks to the buyers of the Group's properites.
The outstanding amount of the abovementioned mortgage facilities utilised as of 31st December, 1998 amounted to approximately $379 million (1997 - $108 million).
The Company adopted a share option scheme under which the directors may, at their discretion, invite any executive and/or employee of the Company and/or its subsidiaries to take up options to subscribe for shares.
The subscription price is determined by the directors and will not be less than 80 per cent of the average of the closing prices of the shares on the Stock Exchange for the five trading days immediately preceding the date of grant of the option or the nominal value of the shares, whichever is the higher.
Movements of share options during the year were as follows:
In January, 1999, the Company granted 1,000,000 share option at an exercise price of $0.61 per share.
The financial statements set out on pages 44 to 83 were approved by the Board of Directors on 22nd March, 1999.
Consolidated Company
1998 1997 1998 1997
$'000 $'000 $'000 $'000
Repayable within a period of
-not exceeding one year 204,662 167,931 - -
-more than one year, but not
exceeding two years 98,970 83,348 - -
-two to five years - 98,970 - -
________________________________________________________________________
303,632 350,249 - -
Less: amount repayable
within a year included
under current
liabilities (Note 19) (204,662) (167,931) - -
________________________________________________________________________
98,970 182,318 - -
====== ======= === ===
21. DEFERRED TAXATION
1998 1997
$'000 $'000
Beginning of year 82,389 19,011
Provision for net timing difference 217,838 63,378
____________________________________________________________________
End of year 300,227 82,389
======= ======
22. SHARE CAPITAL
1998
Number Nominal
of shares value
'000 $'000
Authorised
-Ordinary shares of $0.10 each 2,000,000 200,000
========= =======
Issued and fully paid
-Ordinary shares of $0.10 each 1,000,000 100,000
========= =======
Nominal
Number of Number of value of
shares shares shares
authorised issued issued
'000 '000 $'000
Shares issued on incorporation
as nil paid and
subsequently credited
as fully paid-up 1,000 1,000 100
Increase in authorised
share capital 1,999,000 - -
Shares issued as consideration
for the acquisition of
the entire issued share
capital of Hopson
Development
International Limited - 749,000 74,900
_________________________________________________________________________
Pro forma share capital
at 31st December, 1997 2,000,000 750,000 75,000
New issues on initial
public offering - 25,000 2,500
New issues on
private placement - 225,000 22,500
_________________________________________________________________________
Balance as of
31st December, 1998 2,000,000 1,000,000 100,000
========= ========= =======
23. RESERVES
1998 1997
_________________________________________________________________________________________________ ____
Enterprise Retained
expansion profit
and (Accumulated Exchange
Share Revaluation reserve deficit) translation
premium reserve fund reserve Total Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000
Consolidated
Beginning of year - - 4,123 125,743 245 130,111 84,588
Issue of ordinary shares 650,000 - - - - 650,000 -
Expenditure on
issue of shares (32,308) - - - - (32,308) -
Transfer in - - 10,480 - - 10,480 1,364
Transfer out - - (779) - - (779) -
Surplus arising
on revaluation
of properties - 254,866 - - - 254,866 -
Deferred taxation
provided on surplus on
revaluation of properties - (76,460) - - - (76,460) -
Profit for the year - - - 310,678 - 310,678 119,554
Dividends for the year - - - (120,000) - (120,000) -
Effect of group
reorganisation - - - - - - (74,883)
Translation differences
during the year - - - - 690 690 (512)
_____________________________________________________________________________________________________________
End of year 617,692 178,406 13,824 316,421 935 1,127,278 130,111
======= ======= ====== ======= === ========= =======
Company
Beginning of year - - - (44) - (44) -
Issue of ordinary shares 650,000 - - - - 650,000 -
Expenditure on
issue of shares (32,308) - - - - (32,308) -
Profit (Loss) for the year - - - 15,074 - 15,074 (44)
_____________________________________________________________________________________________________________
End of year 617,692 - - 15,030 - 632,722 (44)
======= ======= ====== ======= === ========= =======
24. BANKING FACILITIES AND PLEDGE OF ASSETS
25. NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
1998 1997
$'000 $'000
Profit before taxation 485,196 198,181
Depreciation of fixed assets 1,688 890
Interest income (19,183) (1,987)
Interest expenses 4,922 1,763
Increase in properties under
development for sale (42,273) (484,805)
Increase in completed
properties for sale (15,890) -
Increase in accounts receivable (276,930) (12,413)
(Increase) Decrease in
prepayments and other assets (1,910) 21,471
Increase in advances to
associated company (2,090) (3,879)
Decrease in amounts
due from directors - 1,019
Decrease in amounts due
from a related company - 3,342
Increase in amount due from
a joint venture partner (6,702) -
Increase in accounts payable 104,655 114,608
Increase in bills payable 36,449 -
Increase (Decrease) in other
payable and accruals 32,723 (71,414)
Decrease in amount due to
a joint venture partner (60,911) (26,827)
(Decrease) Increase in
land premium payable (46,617) 288,862
Effect of foreign
exchange translation 690 (512)
______________________________________________________________________
Net cash inflow from
operating activities 193,817 28,299
======= ======
Share Enterprise
capital expansion
and and reserve Long-term Due to
share fund Short-term bank related Due to
premium loans loans companies directors
$'000 $'000 $'000 $'000 $'000 $'000
1st January, 1997 - 2,759 8,384 2,325 73,595 45,181
Issue of ordinary shares 75,000 - - - - -
Increase in enterprise
expansion and
reserve fund - 1,364 - - - -
Repayment of long-term
bank loans - - - (2,325) - -
Inception of
short-term loans - - 32,056 - - -
Repayment of
short-term loans - - (8,384) - - -
Decrease in amounts
due to related
companies - - - - (25,566) -
Increase in amounts
due to directors - - - - - 3,486
_________________________________________________________________________________________
31st December, 1997 75,000 4,123 32,056 - 48,029 48,667
Issue of ordinary shares 675,000 - - - - -
Share issuance
expenditures (32,308) - - - - -
Increase in enterprise
expansion and
reserve fund - 10,480 - - - -
Decrease in enterprise
expansion and
reserve fund - (779) - - - -
Inception of
short-term loans - - 128,972 - - -
Repayment of
short-term loans - - (32,056) - - -
Decrease in amounts
due to related
companies - - - - (41,221) -
Decrease in amounts
due to directors - - - - - (42,036)
_________________________________________________________________________________________
31st December, 1998 717,692 13,824 128,972 - 6,808 6,631
======= ====== ======= === ===== =====
26. COMMITMENTS
Consolidated
1998 1997
$'000 $'000
Leases expiring
-within one year 955 495
-within two to five years - 219
_________________________________________________________________________
955 714
=== ===
27. CONTINGENT LIABILITIES
28. SHARE OPTION SCHEME
Number of Shares
__________________________________________________
Subscription Granted Exercised Cancelled
price Exercise Beginning during during during End of
per share period of the year the year the year the year the year
'000 '000 '000 '000 '000
$1.49 4th July,
1998 to
13th July,
2003 - 2,000 - - 2,000
=== ===== === === =====
29. SUBSEQUENT EVENT
30. DATE OF APPROVAL
Source: Hopson Development Holdings Limited
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