PDF《华侨城 （亚洲） 控股有限公司》

年报2010Stock Code:

03366 (Incorporated in the Cayman Islands with limited liability) A N N U A L R E P O R T

2 0

1 0 股份代号:

03366 (於开曼群岛注册成立之有限公司) 华侨城 (亚洲) 控股有限公司 华侨城 (亚洲) 控股有限公司 Annual Report

2010 二零一零年 年报Contents Annual Report

2010 Overseas Chinese Town (Asia) Holdings Limited Corporate Information

2 Financial Highlights

4 Chairman'

s Statement

5 Management Discussion and Analysis

8 Directors and Senior Management

11 Corporate Governance Report

14 Directors'

Report

22 Independent Auditor'

s Report

40 Consolidated Income Statement

42 Consolidated Statement of Comprehensive Income

43 Consolidated Statement of Financial Position

44 Statements of Financial Position

46 Consolidated Statement of Changes in Equity

47 Consolidated Cash Flow Statement

48 Notes to the Financial Statements

49 Five-Year Financial Summary

123 Corporate Information Overseas Chinese Town (Asia) Holdings Limited Annual Report

2010 Board of Directors Executive Directors Ms.

Wang Xiaowen (Chairman) Ms. Xie Mei (Chief Executive Officer) Mr. Zhou Guangneng Non-Executive Director Mr. He Haibin Independent non-executive Directors Ms. Wong Wai Ling Mr. Xu Jian Mr. Lam Sing Kwong Simon Audit Committee Ms. Wong Wai Ling (Chairman) Mr. Xu Jian Mr. Lam Sing Kwong Simon Remuneration Committee Ms. Wong Wai Ling (Chairman) Mr. Xu Jian Mr. Lam Sing Kwong Simon Head Office and Principal Suites 3203-3204, Tower

6 ? Place of Business The Gateway Harbour City Canton Road Tsim Sha Tsui Kowloon Hong Kong Registered Office Clifton House PO Box

1350 GT

75 Fort Street Grand Cayman Cayman Islands Company Secretary and Mr. Fong Fuk Wai (FCPA, FCCA, ACA) ? Qualified Accountant Corporate Information Annual Report

2010 Overseas Chinese Town (Asia) Holdings Limited Auditor KPMG Certified Public Accountants 8/F Prince'

s Building

10 Chater Road Central, Hong Kong Hong Kong Legal Adviser Loong &

Yeung Suites 2001-2005 20/F Jardine House,

1 Connaught Place Central, Hong Kong Principal Bankers China Merchants Bank Hong Kong Branch Standard Chartered Bank (HK) Ltd. Nanyang Commercial Bank Hang Seng Bank Limited Principal Share Registrar Appleby Corporate Services (Cayman) Limited ? and Transfer Office Clifton House PO Box

1350 GT,

75 Fort Street Grand Cayman, Cayman Islands Hong Kong Branch Share Computershare Hong Kong Investor Services Limited ? Registrar and Transfer Office Shops 1712-16, 17/F Hopewell Centre

183 Queen'

s Road East, Hong Kong Stock Information Stock Code:

03366 Stock Short Name: OCT (ASIA) Company'

s Website http://www.oct-asia.com Authorized Representatives Ms. Xie Mei Mr. Fong Fuk Wai Financial Highlights Overseas Chinese Town (Asia) Holdings Limited Annual Report

2010 Consolidated income statement for the year ended

31 December

2010 (Expressed in Renminbi)

2010

2009 RMB'

000 RMB'

000 Turnover 1,905,792 622,063 Cost of sales (1,646,418 ) (536,237 ) Gross profit 259,374 85,826 Other revenue 7,212 2,662 Other net income 5,851 1,454 Distribution costs (84,336 ) (31,625 ) Administrative expenses (59,325 ) (42,913 ) Other operating expenses (2,056 ) (1,392 ) Profit from operations 126,720 14,012 Finance costs (26,259 ) (3,202 ) Share of profit less loss of associates (1,040 ) 20,728 Gain on remeasurement of the previously ? held interest in an associate 38,890 C Profit before taxation 138,311 31,538 Income tax (52,428 ) (7,728 ) Profit for the year 85,883 23,810 Attributable to: ? Equity shareholders of the company 66,713 23,810 ? Non-controlling interests 19,170 C Profit for the year 85,883 23,810 Earnings per share (RMB) ? Basic 0.15 0.08 ? Diluted 0.15 0.08 Chairman'

s Statement Annual Report

2010 Overseas Chinese Town (Asia) Holdings Limited I am pleased, on behalf of Overseas Chinese Town (Asia) Holdings Limited (the Company ) and its subsidiaries (the Group ), to present to all shareholders the operating results and Annual Report of the Group for the year ended

31 December 2010, and would like to express my sincere gratitude to all shareholders and all the staff. BUSINESS REVIEW On

21 September 2010, the capital increase in Chengdu Tianfu OCT Industry Development Company Limited ( Chengdu OCT ) to 51% equity interests by the Group was completed. During the period under review, the Group'

s results included the results after the completion of capital increase in Chengdu OCT. For the year ended

31 December 2010, the Group'

s turnover was RMB1,906 million, representing an increase of approximately 206.4% over 2009. Profit for the year was approximately RMB85.88 million, representing an increase of approximately 260.7% over 2009. Total assets and total equity amounted to RMB6,028 million and RMB2,044 million, representing an increase of approximately 412.1% and approximately 194.1% over

2009 respectively. Steady operation of paper packaging business During the period under review, the economy of China maintained steady and yet fast growth in 2010. Gross domestic product increased by approximately 10.3% over last year. The domestic economy showed a sound growth momentum. Benefiting from the increase in demand for packaging business in China and the rising selling price of products, revenue of the Group'

s paper packaging business grew steadily. Revenue reached approximately RMB777 million, representing an increase of approximately 24.9% over last year. Net profits amounted to approximately RMB12.73 million, representing an increase of approximately 294.1% over last year. In face of the opportunities arising from economy recovery as well as the challenges brought by rising costs and market competition, the Huali companies have made tailored adjustments to cope with the local conditions and adopted a number of measures which are proved to be effective: Huizhou Huali Packaging Co., Ltd. ( Huizhou Huali ), upon commencement of full production, specializes in the development of corrugated extended products and endeavours to integrate with creative culture sector. Shanghai Huali Packaging Co., Ltd. ( Shanghai Huali ) has been actively exploring the integrated packaging solution to develop the new marketing model. Zhongshan Huali Packaging Co., Ltd. ( Zhongshan Huali ) has continued to accelerate the reform of production process to execute refined management in the sampling plant. Anhui Huali Packaging Co., Ltd. ( Anhui Huali ) has stepped up its efforts to expand customer base to drive sales volume and revenue. Chairman'

s Statement Overseas Chinese Town (Asia) Holdings Limited Annual Report

2010 Breakthrough in travel, property and its related businesses During the period under review, the capital increase in Chengdu OCT and Overseas Chinese Town (Xi'

an) Industry Company Limited ( Xi'

an OCT ) by the Group was completed. As at

31 December 2010, the equity interests of Chengdu OCT and Xi'

an OCT were held as to 51% and 25% respectively by the Group. During the period under review, the Group'

s share of revenue and realized gain from travel, property and its related businesses were approximately RMB1,128 million and RMB54 million respectively. Chengdu OCT owns parcels of land located at both sides of Shaxi line of Outer Sanhuan Road, Jinniu District, Chengdu, Sichuan Province, the PRC which are proposed to be developed into a metropolitan composite area comprising a theme park, residential and commercial properties, and called Chengdu OCT Project , occupying a gross floor area of approximately 2,250,000 sq.m. The percentage interest of the Group in the parcels of land is 51%. The theme park Chengdu Happy Valley , which opened in January 2009, has a gross floor area of approximately 50,000 sq.m. It has accommodated approximately 2.22 million visitors throughout 2010. The residential property project of Chengdu OCT has a gross saleable floor area of approximately 1,260,000 sq.m. and comprises

8 phases. As at

31 December 2010, Phases I and II of the residential property project were completed and a total area of approximately 354,000 sq.m. was sold;

whereas Phase III, occupying a gross floor area of approximately 233,000 sq.m., was under construction. The project comprises high-level portion, multi-level portion and low-density residentials. Of which, construction of the multi-level portion and low-density residentials is expected to complete by

2012 and the high-level portion of Phase III launched has been almost sold out. Construction of Phases IV to VIII of the residential property project is yet to commence but is expected to kick off in

2012 and complete by the end of 2016. Throughout the year of 2010, sales of residential housing remained satisfactory in spite of the austerity measures promulgated in the domestic property industry. In 2010, the total area transacted was approximately 176,000 sq.m. and a revenue of approximately RMB1,457 million arising therefrom was recorded. The........