For the year ended December 31, 2010
41.1 Categories of financial instruments
| 2010 | 2009 | |
| HK$’000 | HK$’000 | |
| The Group | ||
| Financial assets | ||
| Fair value through profit or loss | ||
| Held-for-trading investments | 83,706 | 75,677 |
| Derivative financial instruments | ||
| Foreign currency forward contracts | 80,580 | 18,485 |
| Interest rate swap | — | 3,428 |
| Warrants | 4,306 | — |
| 84,886 | 21,913 | |
| Available-for-sale investments | 9,879 | 22,701 |
| Loans and receivables (including cash and cash equivalents) | ||
| Trade and other receivables | 4,820,304 | 4,449,644 |
| Bills receivable | 303,222 | 267,752 |
| Trade receivables from associates | 296 | 13 |
| Bank balances, deposits and cash | 4,000,566 | 3,322,753 |
| Amount due from associates | 178,725 | 185,484 |
| 9,303,113 | 8,225,646 | |
| Financial liabilities | ||
| Derivative financial instruments | ||
| Foreign currency forward contracts | 20,327 | 7,158 |
| Interest rate swap | 18,278 | — |
| 38,605 | 7,158 | |
| Other financial liabilities | ||
| Trade and other payables | 3,769,467 | 3,856,835 |
| Bills payable | 430,617 | 720,550 |
| Trade payable to an associate | 32,187 | 5,307 |
| Obligations under finance leases | 67,683 | 90,945 |
| Discounted bills with recourse | 3,206,539 | 2,566,158 |
| Unsecured borrowings | 6,453,819 | 5,600,490 |
| Bank overdrafts | 174,330 | 214,756 |
| Convertible bonds | 992,357 | 950,202 |
| 15,126,999 | 14,005,243 | |
| The Company | ||
| Financial assets | ||
| Fair value through profit or loss | ||
| Held-for-trading investments | 83,427 | 75,677 |
| Derivative financial instruments | ||
| Foreign currency forward contracts | 42,405 | 10,470 |
| Interest rate swap | — | 3,428 |
| Warrants | 4,306 | — |
| 46,711 | 13,898 | |
| Available-for-sale investments | 1,695 | 1,695 |
| Loans and receivables (including cash and cash equivalents) | ||
| Trade and other receivables | 69,913 | 95,960 |
| Bills receivables | 82,840 | 60,693 |
| Amounts due from associates | 168,903 | 175,485 |
| Bank balances, deposits and cash | 1,341,014 | 977,356 |
| Loans to/Amounts due from subsidiaries | 10,967,121 | 10,091,723 |
| 12,629,791 | 11,401,217 | |
| Financial liabilities | ||
| Derivative financial instruments | ||
| Foreign currency forward contract | 17,285 | — |
| Interest rate swap | 18,278 | — |
| 35,563 | — | |
| Other financial liabilities | ||
| Trade and other payables | 366,735 | 350,139 |
| Bills payable | 335,356 | 546,635 |
| Trade payable to an associate | 32,187 | 5,307 |
| Amounts due to subsidiaries | 1,186,742 | 2,929,946 |
| Obligations under finance leases | 308 | 972 |
| Discounted bills with recourse | 2,526,881 | 1,514,007 |
| Unsecured borrowings | 3,995,869 | 1,716,521 |
| Convertible bonds | 992,357 | 950,202 |
| 9,436,435 | 8,013,729 |
41.2 Financial Risk Management Objectives and Policies
The Group’s Corporate Treasury function provides risk management advice to the business units, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of risks. These financial risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Group seeks to minimise the effects of these risks by using derivative financial instruments or natural hedges to mitigate these risk exposures. The use of financial derivatives is governed by the Group’s policies approved by the board of directors, which provide written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies is reviewed by the
internal auditors on a continuous basis. The Group does not enter into or trade derivative financial instruments for speculative purposes.
Subsidiaries of the Group have foreign currency sales and purchases, which expose the Group to foreign currency risk. Approximately 24.6% (2009: 22.2%) of the Group’s sales are denominated in currencies other than the functional currency of the group entity making the sale, whilst almost 18.6% (2009: 14.2%) of costs are denominated in the group entity’s respective functional currency.
The carrying amounts of certain significant foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:
|
Liabilities
|
Assets
|
|||
| 2010 | 2009 | 2010 | 2009 | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| The Group | ||||
| Foreign Currency | ||||
| EURO | 86,513 | 183,004 | 326,100 | 400,646 |
|
Liabilities
|
Assets
|
|||
| 2010 | 2009 | 2010 | 2009 | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| The Company | ||||
| Foreign Currency | ||||
| EURO | 82,950 | 195,034 | 2,265,142 | 1,709,273 |
Sensitivity analysis
The Group and the Company are mainly exposed to the effects of fluctuation in the EURO.
The following table details the Group’s sensitivity to a 5% increase and decrease in the United States dollar against the EURO without considering the foreign currency forward contracts entered at the end of the reporting period. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes outstanding foreign currency denominated monetary items and excludes the effect of any foreign currency forward contracts held at year end. A positive number below indicates an increase in pre-tax profit for the year where the United States dollars weakens 5% against the EURO.
|
The Group
|
The Company
|
|||
| 2010 | 2009 | 2010 | 2009 | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| Impact of EURO | ||||
| Profit for the year (i) | 11,979 | 10,882 | 109,110 | 75,712 |
The Group’s and the Company’s cash flow interest rate risk relates primarily to variable-rate borrowing (see Note 42 for details of these borrowings) and bank balances, deposits and cash. In relation to these floating-rate borrowings, the Group aims at keeping certain borrowings at fixed rates. In order to achieve this result, the Group may enter into interest rate swap contracts to hedge against part of its exposure to potential variability of cash flows arising from changes in floating rates (see Note 30 for details). The management continuously monitors interest rate fluctuations and will consider further hedging interest rate risk should the need arise.
The Group’s and the Company’s exposure to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note. The Group’s and the Company’s cash flow interest rate risk is mainly concentrated on the fluctuation of LIBOR arising from the Group’s and the Company’s Hong Kong dollar denominated borrowings. In relation to interest bearing bank balances and deposits, the Group considers the interest rate risk is insignificance.
The Group’s fair value interest rate risk related primarily to its fixed-rate bank borrowings (see Note 42 for details of these borrowings) and convertible bonds (see Note 43 for details of these bonds).
During the year, the Group obtained new bank borrowings in the amount of HK$4,600 million (2009: HK$2,331 million) which are either LIBOR or Hong Kong best lending rates based. The proceeds were used for refinancing of the Group’s borrowings including the repayment of fixed interest rate notes of US$173,580,000, approximately HK$1,353,922,500, and other secured borrowings.
Sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for non-derivative instruments. The analysis is prepared assuming the amount of liability outstanding at the end of the reporting period was outstanding for the whole year without considering the interest rate swaps entered at the end of the reporting period. A 50 basis point increase or decrease in HIBOR is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group’s profit for the year ended December 31, 2010 would decrease/increase by HK$42,619,000 (2009: decrease/increase by HK$28,648,000). The Company’s profit for the year ended December 31, 2010 would decrease/increase by HK$32,789,000 (2009: decrease/increase by HK$16,153,000). This is mainly attributable to the Group’s and the Company’s exposure to interest rates on its variable-rate borrowings.
The Group’s and the Company’s sensitivity to interest rates has decreased during the current period mainly due to the decrease in variable rate debt instruments.
The Group and the Company are exposed to price risk through its held-for-trading investments and derivative financial instruments.
Sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to price risks of equity investments held-for- trading measured at fair value at the reporting date.
If the prices of the respective equity instruments had been 10% higher/lower the post-tax profit for the year ended December 31, 2010 of the Group and the Company would increase/decrease by HK$8,371,000 (2009: HK$7,568,000) and HK$8,343,000 (2009: HK$7,568,000) as a result of the changes in fair value of held-for-trading investments.
No sensitivity analysis has been disclosed for exposure to the price risk for the warrants held by the Group and the Company as this would not have a material impact on post-tax profit for the year ended December 31, 2010 of the Group and the Company.
As at December 31, 2010, the Group’s and the Company’s maximum exposure to credit risk which will cause a
financial loss to the Group and the Company due to failure to discharge an obligation by the counterparties and financial guarantees provided by the Group and the Company is arising from:
- the carrying amount of the respective recognised financial assets as stated in the consolidated statement of financial position; and
- the amount of contingent liabilities in relation to financial guarantees issued by the Group and the Company as disclosed in Note 51.
In order to minimize the credit risk, the management has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group and the Company review the recoverable amount of each individual trade debt and debt investments at each balance sheet date to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Company consider that the Group’s and the Company’s credit risk is significantly reduced.
The credit risk on liquid fund is limited because the counterparties are banks with good reputation.
The Group’s concentration of credit risk by geographical locations is mainly in North America, which 69.0% (2009:
64.9%) of the total trade receivables as at December 31, 2010.
The Group has concentration of credit risk at 26.4% (2009: 18.8%) and 48.6% (2009: 35.6%) of the total trade receivables was due from the Group’s largest customers and the five largest customers respectively.
Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
As at December 31, 2010, the Group has available unutilised overdrafts and short and medium term bank loan facilities of approximately HK$363 million (2009: HK$353 million) and HK$5,191 million (2009: HK$4,687 million) respectively.
Liquidity tables
The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities as well as non-derivative financial assets which are included in the maturity analysis. For non-derivative financial assets, the tables have been drawn up based on the contractual maturities of the undiscounted cash flow of the financial assets unless specified separately. For non-derivative financial liabilities, the tables reflect the undiscounted cash flow of financial liabilities based on the earliest date on which the Group can be required to pay. Specifically, bank borrowings with a repayment on demand clause are included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The table includes both interest and principal cash flows. To the extent that the interest flows are floating rate, the undiscounted amount is derived from the interest rate curve at the end of the reporting period. The inclusion of information on non-derivative financial assets is necessary in order to understand the Group’s liquidity risk management as the liquidity is managed on a net asset and liability basis.
In addition, the following table details the Group’s liquidity analysis for its derivative financial instruments. The tables have been drawn up based on the undiscounted contractual net cash (inflows) and outflows on derivative instruments that settle on a net basis, and the undiscounted gross (inflows) and outflows on those derivatives that require gross settlement. When the amount payable is not fixed, the amount disclosed has been determined by reference to the foreign currency exchange rates prevailing at the end of the reporting period. The liquidity analysis for the Group’s derivative financial instruments are prepared based on the contractual maturities as the management consider that the contractual maturities are essential for an understanding of the timing of the cash flows of derivatives.
| Weighted average effective interest rate | Less than 1month/ on demand | 1-3 months | 4 months- 1 year | 1-2 years | 2+ years | Total undiscounted cash flows | Total carrying amount at December 31, 2010 | |
| % | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| The Group | ||||||||
| 2010 | ||||||||
| Non-derivative financial assets | ||||||||
|
Held-for-trading investments (note)
|
— | 83,706 | — | — | — | — | 83,706 | 83,706 |
|
Available-for-sale investments (note)
|
— | 9,879 | — | — | — | — | 9,879 | 9,879 |
|
Trade and other receivables
|
— | 3,386,573 | 322,220 | 1,111,511 | — | — | 4,820,304 | 4,820,304 |
|
Bills receivable
|
— | 56,293 | 106,010 | 140,919 | — | — | 303,222 | 303,222 |
|
Trade receivables from associates
|
— | 178 | — | 118 | — | — | 296 | 296 |
|
Bank balances, deposits and cash
|
0.11% – 0.44% | 3,349,273 | 651,592 | — | — | — | 4,000,865 | 4,000,566 |
|
Amounts due from associates (note)
|
— | — | — | — | — | 178,725 | 178,725 | 178,725 |
| 6,885,902 | 1,079,822 | 1,252,548 | — | 178,725 | 9,396,997 | 9,396,698 | ||
| Non-derivative financial liabilities | ||||||||
|
Trade and other payables
|
— | (1,644,296) | (870,362) | (1,254,809) | — | — | (3,769,467) | (3,769,467) |
|
Bills payable
|
— | (271,150) | (145,713) | (13,754) | — | — | (430,617) | (430,617) |
|
Trade payable to an associate
|
— | (32,187) | — | — | — | — | (32,187) | (32,187) |
|
Obligations under finance leases
|
7.59% | (2,287) | (4,574) | (20,581) | (15,143) | (41,291) | (83,876) | (67,683) |
|
Discounted bills with recourse
|
1.78% | (1,318,406) | (1,484,165) | (413,204) | — | — | (3,215,775) | (3,206,539) |
|
Variable rate borrowings
|
0.87% – 4.56% | (831,860) | (1,483,882) | (278,723) | (917,416) | (1,757,360) | (5,269,241) | (5,142,843) |
|
Fixed rate borrowings
|
6.70% – 7.44% | — | — | (95,553) | (427,092) | (1,108,614) | (1,631,259) | (1,310,976) |
|
Bank overdrafts
|
3.25% – 5.00% | (174,330) | — | — | — | — | (174,330) | (174,330) |
|
Financial guarantee contracts
|
— | (13,259) | (17,501) | (1,295) | (41,099) | — | (73,154) | — |
|
Convertible bonds
|
15.57% | — | — | (99,195) | (99,195) | (1,315,793) | (1,514,183) | (992,357) |
| (4,287,775) | (4,006,197) | (2,177,114) | (1,499,945) | (4,223,058) | (16,194,089) | (15,126,999) | ||
| The Group | ||||||||
| 2010 | ||||||||
| Derivatives – net settlement | ||||||||
|
Interest rate swap
|
— | — | (2,720) | (7,686) | (7,702) | 2,296 | (15,812) | (18,278) |
|
Foreign currency forward contracts
|
||||||||
|
- RMB
|
— | (1,206) | (645) | (8,004) | — | — | (9,855) | (9,855) |
|
- NZD
|
— | — | (41) | — | — | — | (41) | (41) |
| (1,206) | (3,406) | (15,690) | (7,702) | 2,296 | (25,708) | (28,174) | ||
| Derivatives – gross settlement | ||||||||
|
Foreign currency forward contracts
|
||||||||
|
- inflow
|
||||||||
|
- RMB
|
— | 199,220 | 398,923 | 1,378,348 | — | — | 1,976,491 | 1,976,491 |
|
- GBP
|
— | 77,758 | 139,963 | 104,972 | — | — | 322,693 | 322,693 |
|
- USD
|
— | 31,628 | 290,620 | 610,922 | — | — | 933,170 | 933,170 |
|
- HKD
|
— | — | — | — | 655,432 | — | 655,432 | 655,432 |
| — | 308,606 | 829,506 | 2,094,242 | 655,432 | — | 3,887,786 | 3,887,786 | |
|
- outflow
|
||||||||
|
- RMB
|
— | (195,022) | (390,044) | (1,365,154) | — | — | (1,950,220) | (1,950,220) |
|
- GBP
|
— | (75,945) | (136,019) | (101,826) | — | — | (313,790) | (313,790) |
|
- USD
|
— | (30,946) | (278,512) | (587,969) | — | — | (897,427) | (897,427) |
|
- HKD
|
— | — | — | — | (656,200) | — | (656,200) | (656,200) |
| — | (301,913) | (804,575) | (2,054,949) | (656,200) | — | (3,817,637) | (3,817,637) | |
| 6,693 | 24,931 | 39,293 | (768) | — | 70,149 | 70,149 |
| Weighted average effective interest rate |
Less than 1month/ on demand |
1-3 months | 4 months- 1 year |
1-2 years | 2+ years | Total undiscounted cash flows |
Total carrying amount at December 31, 2009 |
|
| % | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| The Group | ||||||||
| 2009 | ||||||||
| Non-derivative financial assets | ||||||||
|
Held-for-trading investments (note)
|
— | 75,677 | — | — | — | — | 75,677 | 75,677 |
|
Available-for-sale investments (note)
|
— | 22,701 | — | — | — | — | 22,701 | 22,701 |
|
Trade and other receivables
|
— | 1,949,672 | 2,097,063 | 402,909 | — | — | 4,449,644 | 4,449,644 |
|
Bills receivable
|
— | 43,822 | 143,830 | 80,100 | — | — | 267,752 | 267,752 |
|
Trade receivables from associates
|
— | 13 | — | — | — | — | 13 | 13 |
|
Bank balances, deposits and cash
|
0.11% – 0.44% | 2,713,464 | 611,726 | — | — | — | 3,325,190 | 3,322,753 |
|
Amount due from associates (note)
|
— | — | — | — | — | 185,485 | 185,485 | 185,485 |
| 4,805,349 | 2,852,619 | 483,009 | — | 185,485 | 8,326,462 | 8,324,025 | ||
| Non-derivative financial liabilities | ||||||||
|
Trade and other payables
|
— | (2,238,179) | (1,165,990) | (452,666) | — | — | (3,856,835) | (3,856,835) |
|
Bills payable |
— | (397,250) | (323,300) | — | — | — | (720,550) | (720,550) |
|
Trade payable to an associate
|
— | — | (5,307) | — | — | — | (5,307) | (5,307) |
|
Obligations under finance leases
|
9.93% | (2,376) | (4,752) | (21,384) | (27,885) | (63,846) | (120,243) | (90,945) |
|
Discounted bills with recourse
|
2.40% | (879,113) | (1,162,453) | (537,691) | — | — | (2,579,257) | (2,566,158) |
|
Variable rate borrowings
|
0.70% – 4.06% | (679,481) | (869,801) | (1,297,532) | (127,295) | (13,855) | (2,987,964) | (2,948,638) |
|
Fixed rate borrowings
|
6.09% – 7.44% | — | — | (377,072) | (177,153) | (2,865,541) | (3,419,766) | (2,651,852) |
|
Bank overdrafts
|
3.25% – 5.00% | (214,756) | — | — | — | — | (214,756) | (214,756) |
|
Financial guarantee contracts
|
— | — | — | (24,905) | (36,232) | — | (61,137) | — |
|
Convertible bonds
|
15.57% | — | — | (98,940) | (98,940) | (1,411,350) | (1,609,230) | (950,202) |
| (4,411,155) | (3,531,603) | (2,810,190) | (467,505) | (4,354,592) | (15,575,045) | (14,005,243) | ||
| The Group | ||||||||
| 2009 | ||||||||
| Derivatives – net settlement | ||||||||
|
Interest rate swap
|
— | — | (2,764) | (6,727) | (3,847) | 21,642 | 8,304 | 3,428 |
|
Foreign currency forward contracts
|
||||||||
|
- RMB
|
— | — | 497 | 9,973 | — | — | 10,470 | 10,470 |
|
- AUD
|
— | — | (1,990) | — | — | — | (1,990) | (1,990) |
| — | — | (4,257) | 3,246 | (3,847) | 21,642 | 16,784 | 11,908 | |
| Derivatives – gross settlement | ||||||||
|
Foreign currency forward contracts
|
||||||||
|
- inflow
|
||||||||
|
- RMB
|
— | — | 233,171 | 461,558 | — | — | 694,729 | 694,729 |
|
- GBP
|
— | — | 108,560 | 120,192 | — | — | 228,752 | 228,752 |
|
- USD
|
— | — | 54,111 | 12,453 | — | — | 66,564 | 66,564 |
| — | — | 395,842 | 594,203 | — | — | 990,045 | 990,045 | |
|
- outflow
|
||||||||
|
- RMB
|
— | — | (232,810) | (465,619) | — | — | (698,429) | (698,429) |
|
- GBP
|
— | — | (104,786) | (116,336) | — | — | (221,122) | (221,122) |
|
- USD
|
— | — | (55,079) | (12,568) | — | — | (67,647) | (67,647) |
| — | — | (392,675) | (594,523) | — | — | (987,198) | (987,198) | |
| — | — | 3,167 | (320) | — | — | 2,847 | 2,847 |
|
Weighted average effective interest rate
|
Less than 1month/ on demand
|
1-3 months
|
4 months- 1 year
|
1-2 years
|
2+ years
|
Total undiscounted cash flows
|
Total carrying amount at December 31, 2010
|
|
|
%
|
HK$’000
|
HK$’000
|
HK$’000
|
HK$’000
|
HK$’000
|
HK$’000
|
HK$’000
|
|
| The Company |
|
|
|
|
|
|
|
|
| 2010 |
|
|
|
|
|
|
|
|
| Non-derivative financial assets |
|
|
|
|
|
|
|
|
|
Held-for-trading investments (note)
|
—
|
83,427
|
—
|
—
|
—
|
—
|
83,427
|
83,427
|
|
Available-for-sale investments (note)
|
—
|
1,695
|
—
|
—
|
—
|
—
|
1,695
|
1,695
|
|
Trade and other receivables
|
—
|
40,974
|
7,155
|
21,784
|
—
|
—
|
69,913
|
69,913
|
|
Bills receivable
|
—
|
320
|
820
|
81,700
|
—
|
—
|
82,840
|
82,840
|
|
Bank balances, deposits and cash
|
0.11% – 0.44%
|
1,341,014
|
—
|
—
|
—
|
—
|
1,341,014
|
1,341,014
|
|
Amounts due from associates (note)
|
—
|
—
|
—
|
—
|
—
|
168,903
|
168,903
|
168,903
|
|
Loan to/Amounts due from
|
|
|
|
|
|
|
|
|
|
subsidiaries (note)
|
7.875% – 10.15%
|
8,397,857
|
—
|
—
|
—
|
3,038,446
|
11,436,303
|
10,967,121
|
|
|
9,865,287
|
7,975
|
103,484
|
—
|
3,207,349
|
13,184,095
|
12,714,913
|
|
| Non-derivative financial liabilities |
|
|
|
|
|
|
|
|
|
Trade and other payables
|
—
|
(132,603)
|
(155,541)
|
(78,591)
|
—
|
—
|
(366,735)
|
(366,735)
|
|
Bills payable
|
—
|
(240,455)
|
(94,901)
|
—
|
—
|
—
|
(335,356)
|
(335,356)
|
|
Amounts due to subsidiaries
|
—
|
(410,564)
|
(127,856)
|
(648,322)
|
—
|
—
|
(1,186,742)
|
(1,186,742)
|
|
Amounts due to associates
|
—
|
(32,187)
|
—
|
—
|
—
|
—
|
(32,187)
|
(32,187)
|
|
Obligations under finance leases
|
1.89%
|
(26)
|
(52)
|
(236)
|
—
|
—
|
(314)
|
(308)
|
|
Discounted bills with recourse
|
1.78%
|
(1,078,310)
|
(1,117,792)
|
(338,049)
|
—
|
—
|
(2,534,151)
|
(2,526,881)
|
|
Unsecured borrowings
|
0.87% – 4.50%
|
(1,014,083)
|
(664,439)
|
—
|
(688,643)
|
(1,738,258)
|
(4,105,423)
|
(3,995,869)
|
|
Financial guarantee contracts
|
—
|
(1,064,868)
|
(961,460)
|
(89,327)
|
(284,220)
|
(1,080,478)
|
(3,480,353)
|
—
|
|
Convertible bonds
|
15.57%
|
—
|
—
|
(99,195)
|
(99,195)
|
(1,315,793)
|
(1,514,183)
|
(992,357)
|
|
|
(3,973,096)
|
(3,122,041)
|
(1,253,720)
|
(1,072,058)
|
(4,134,529)
|
(13,555,444)
|
(9,436,435)
|
|
| The Company |
|
|
|
|
|
|
|
|
| 2010 |
|
|
|
|
|
|
|
|
| Derivatives – net settlement |
|
|
|
|
|
|
|
|
|
Interest rate swap
|
—
|
—
|
(2,720)
|
(7,686)
|
(7,702)
|
2,296
|
(15,812)
|
(18,278)
|
|
Foreign currency forward contracts
|
|
|
|
|
|
|
|
|
|
- RMB
|
—
|
(1,206)
|
(645)
|
(8,004)
|
—
|
—
|
(9,855)
|
(9,855)
|
|
—
|
(1,206)
|
(3,365)
|
(15,690)
|
(7,702)
|
2,296
|
(25,667)
|
(28,133)
|
|
| Derivatives – gross settlement |
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
|
|
|
|
|
|
|
|
- inflow
|
|
|
|
|
|
|
|
|
|
- USD
|
—
|
31,628
|
290,620
|
610,922
|
—
|
—
|
933,170
|
933,170
|
|
- HKD
|
—
|
—
|
—
|
—
|
655,432
|
—
|
655,432
|
655,432
|
|
—
|
31,628
|
290,620
|
610,922
|
655,432
|
—
|
1,588,602
|
1,588,602
|
|
|
- outflow
|
|
|
|
|
|
|
|
|
|
- USD
|
—
|
(30,946)
|
(278,512)
|
(587,969)
|
—
|
—
|
(897,427)
|
(897,427)
|
|
- HKD
|
—
|
—
|
—
|
—
|
(656,200)
|
—
|
(656,200)
|
(656,200)
|
|
—
|
(30,946)
|
(278,512)
|
(587,969)
|
(656,200)
|
—
|
(1,553,627)
|
(1,553,627)
|
|
|
|
682
|
12,108
|
22,953
|
(768)
|
—
|
34,975
|
34,975
|
| Weighted average effective interest rate |
Less than 1month/ on demand |
1-3 months | 4 months- 1 year |
1-2 years | 2+ years | Total undiscounted cash flows |
Total carrying amount at December 31, 2009 |
|
| % | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| The Company | ||||||||
| 2009 | ||||||||
| Non-derivative financial assets | ||||||||
|
Held-for-trading investments (note)
|
— | 75,677 | — | — | — | — | 75,677 | 75,677 |
|
Available-for-sale investments (note)
|
— | — | — | — | 1,695 | — | 1,695 | 1,695 |
|
Trade and other receivables
|
— | 30,946 | 30,031 | 34,983 | — | — | 95,960 | 95,960 |
|
Bills receivable
|
— | (124) | 11,580 | 49,237 | — | — | 60,693 | 60,693 |
|
Bank balances, deposits and cash
|
0.11% – 0.44% | 977,356 | — | — | — | — | 977,356 | 977,356 |
|
Amounts due from associates (note)
|
— | — | — | — | — | 175,485 | 175,485 | 175,485 |
|
Loan to/Amounts due from
|
||||||||
|
subsidiaries (note)
|
7.875% – 10.15% | 8,176,720 | — | — | — | 2,284,084 | 10,460,804 | 10,091,723 |
| 9,260,575 | 41,611 | 84,220 | 1,695 | 2,459,569 | 11,847,670 | 11,478,589 | ||
| Non-derivative financial liabilities | ||||||||
|
Trade and other payables
|
— | (111,502) | (156,804) | (79,119) | (2,462) | (252) | (350,139) | (350,139) |
|
Bills payable
|
— | (356,337) | (190,298) | — | — | — | (546,635) | (546,635) |
|
Amounts due to subsidiaries
|
— | (1,488,460) | (275,005) | (1,166,481) | — | — | (2,929,946) | (2,929,946) |
|
Amounts due to associates
|
— | — | (5,307) | — | — | — | (5,307) | (5,307) |
|
Obligations under finance leases
|
3.86% | (48) | (96) | (435) | (431) | — | (1,010) | (972) |
|
Discounted bills with recourse
|
2.40% | (232,631) | (937,385) | (353,289) | — | — | (1,523,305) | (1,514,007) |
|
Unsecured borrowings
|
0.70% – 4.06% | (220,526) | (839,741) | (551,819) | (119,170) | — | (1,731,256) | (1,716,521) |
|
Financial guarantee contracts
|
— | (1,429,574) | (283,184) | (382,498) | (247,102) | (2,460,362) | (4,802,720) | — |
|
Convertible bonds
|
15.57% | — | — | (98,940) | (98,940) | (1,411,350) | (1,609,230) | (950,202) |
| (3,839,078) | (2,687,820) | (2,632,581) | (468,105) | (3,871,964) | (13,499,548) | (8,013,729) | ||
| Derivatives – net settlement | ||||||||
|
Interest rate swaps
|
— | — | (2,764) | (6,727) | (3,847) | 21,642 | 8,304 | 3,428 |
Foreign currency forward contracts
|
— | — | 497 | 9,973 | — | — | 10,470 | 10,470 |
| — | (2,267) | 3,246 | (3,847) | 21,642 | 18,774 | 13,898 |
Note: Maturities are based on the management’s estimation of the expected realisation of these financial assets.
Bank loans with a repayment on demand clause are included in the “less than 1 month/ on demand” time band in the above maturity analysis. As at December 31, 2010, the aggregate undiscounted principal amounts of these bank loans amount to HK$466,800,000.Taking into account the Group’s financial position, the directors do not believe that it is probable that the banks will exercise their discretionary rights to demand immediate repayment. The directors believe that such bank loans will be repaid one year after the reporting date in accordance with the scheduled repayments dates set out in the loan agreements.
The amounts included above for financial guarantee contracts are the maximum amounts the Group and the Company could be required to settle under the arrangement for the full guaranteed amount if that amount is claimed by the counterparty to the guarantee. Based on expectations at the end of the reporting period, the Group and the Company considers that it is more likely than not that no amount will be payable under the arrangement. However, this estimate is subject to change depending on the probability of the counterparty claiming under guarantee which is a function of the likelihood that the financial receivables held by the counterparty which are guaranteed suffer credit losses.
The amount included above for variable interest rate instruments for non-derivative financial liabilities is subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the reporting period.
41.3 Fair Value
The fair value of financial assets and financial liabilities are determined as follows:
- the fair value of foreign currency forward contracts are measured using quoted forward exchange rates and yield curves derived from quoted interest rates matching the maturities of the contract;
- the fair value of the interest rate swap is measured at the present value of future cash flows estimated and discounted based on the applicable yield curves derived from noted interest rate.
- the fair value of the warrants is measured using the Black-Scholes option pricing model where the main assumptions include the volatility of the share price and the life of the warrants.
- the fair value of financial assets with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market bid prices; and
- the fair value of other financial assets and financial liabilities (excluding derivative instruments) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions.
Other than the convertible bonds, the fair value of financial assets and financial liabilities carried at amortised costs approximate to their carrying amounts.
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments that are measured subsequent to initial recognition at fair value:
- 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).
| Level 1 | Level 2 | Total | |
| HK$’000 | HK$’000 | HK$’000 | |
| The Group | |||
| 2010 | |||
| Financial assets | |||
| Foreign currency forward contracts | — | 80,580 | 80,580 |
| Warrants | — | 4,306 | 4,306 |
| Held-for-trading investments | 83,706 | — | 83,706 |
| Total | 83,706 | 84,886 | 168,592 |
| Financial liabilities | |||
| Foreign currency forward contracts | — | (20,327) | (20,327) |
| Interest rate swap | — | (18,278) | (18,278) |
| Total | 83,706 | 46,281 | 129,987 |
| 2009 | |||
| Financial assets | |||
| Foreign currency forward contracts | — | 18,485 | 18,485 |
| Interest rate swap | — | 3,428 | 3,428 |
| Held-for-trading investments | 75,677 | — | 75,677 |
| Total | 75,677 | 21,913 | 97,590 |
| Financial liabilities | |||
| Foreign currency forward contracts | — | (7,158) | (7,158) |
| Total | 75,677 | 14,755 | 90,432 |
| The Company | |||
| 2010 | |||
| Financial assets | |||
| Foreign currency forward contracts | — | 42,405 | 42,405 |
| Warrants | — | 4,306 | 4,306 |
| Held-for-trading investments | 83,427 | — | 83,427 |
| Total | 83,427 | 46,711 | 130,138 |
| Financial liabilities | |||
| Foreign currency forward contracts | — | (17,285) | (17,285) |
| Interest rate swap | — | (18,278) | (18,278) |
| Total | 83,427 | 11,148 | 94,575 |
| 2009 | |||
| Financial assets | |||
| Foreign currency forward contracts | — | 10,470 | 10,470 |
| Interest rate swap | — | 3,428 | 3,428 |
| Held-for-trading investments | 75,677 | — | 75,677 |
| Total | 75,677 | 13,898 | 89,575 |
| The Group | The Company | |||
| 2010 | 2009 | 2010 | 2009 | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
|
|
||||
| Trust receipt loans | 190,210 | 459,991 | 124,827 | 333,947 |
| Bank advance from factored trade receivables | 558,604 | 547,744 | — | — |
| Bank loans | 4,394,029 | 1,940,903 | 3,871,042 | 1,382,574 |
| Bank borrowings | 5,142,843 | 2,948,638 | 3,995,869 | 1,716,521 |
| Fixed interest rate notes (Note) | 1,310,976 | 2,651,852 | — | — |
| Total borrowings | 6,453,819 | 5,600,490 | 3,995,869 | 1,716,521 |
The borrowings of the Group and the Company are repayable as follows:
| The Group | The Company | |||
| 2010 | 2009 | 2010 | 2009 | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| Fixed rate | ||||
| On demand or within one year | — | 191,490 | — | — |
| In more than one year but not more than two years | 230,499 | — | — | — |
| In more than two years but not more than five years | 1,080,477 | 1,304,453 | — | — |
| More than five years | — | 1,155,909 | — | — |
| Floating rate | ||||
| On demand or within one year | 2,816,226 | 2,812,856 | 1,675,563 | 1,600,121 |
| In more than one year but not more than two years | 659,767 | 122,860 | 653,456 | 116,400 |
| In more than two years but not more than five years | 1,666,850 | 12,922 | 1,666,850 | — |
| 6,453,819 | 5,600,490 | 3,995,869 | 1,716,521 | |
| Less: Amount due within one year | ||||
|
shown under current liabilities
|
(2,816,226) | (3,004,346) | (1,675,563) | (1,600,121) |
| Amount due after one year | 3,637,593 | 2,596,144 | 2,320,306 | 116,400 |
The ranges of effective interest rates (which are also equal to contracted interest rates) on the Group’s borrowings are as follows:
|
2010
|
2009
|
|
| Effective interest rate: |
|
|
| Fixed-rate borrowings |
6.70% to 7.44%
|
6.09% to 7.44%
|
| Variable-rate borrowings |
0.87% to 4.56%
|
0.70% to 4.06%
|
The Group’s borrowings that are denominated in currencies other than the functional currencies of the relevant group entities are set out below:
|
HK$’000
|
|
| As at December 31, 2010 |
1,214,763
|
| As at December 31, 2009 |
537,563
|
In 2003, the Group issued fixed interest rate notes, through its wholly-owned entity in the US, for an aggregate principal amount of US$145,000,000. The notes were issued in two fixed rate tranches, being US$120,000,000 for 10 years at 6.70% (2009: 6.70%) per annum and US$25,000,000 for 7 years at 6.09% (2009:
6.09%) per annum. The proceeds were used to refinance existing medium term debts and for general working capital purposes. During the year, the Group early repaid US$75,000,000 of first tranche and US$25,000,000 of second tranche.
In 2005, the Group issued additional fixed interest rate notes, through its wholly-owned entity in the US, for an aggregate principal amount of US$200,000,000. The notes were issued in two fixed rate tranches of US$150,000,000 for 10 years at 7.44% (2009: 7.44%) per annum and US$50,000,000 for 7 years at 7.17% (2009: 7.17%) per annum. The proceeds were used to finance the acquisition of subsidiaries. During the year, the Group early repaid US$54,250,000 of first tranche and US$20,000,000 of second tranche.
The carrying amount of bank borrowings approximates their fair value as the weighted average interest rates approximate the contracted market rates.
The movement of the liability component of the convertible bonds for the year is set out below:
| The Group and The Company | ||
| 2010 | 2009 | |
| HK$’000 | HK$’000 | |
| Liability component at the beginning of the year | 950,202 | 100,805 |
| Effective interest expense | 141,606 | 86,426 |
| Issue of convertible bonds | — | 910,544 |
| Repayment / interest payment | (99,451) | (147,573) |
| Liability component at the end of the year | 992,357 | 950,202 |
The fair value of the liability component on initial recognition of the convertible bonds at December 31, 2010, determined based on the present value of the estimated future cash outflows discounted at the prevailing market rate at the end of the reporting period date, was approximately HK$1,194,842,000 (2009: HK$1,073,083,000).
In 2004, the Group issued 5-year zero coupon convertible bonds at par, due in July, 2009 (the “Convertible Bonds 2009″), for an aggregate principal amount of US$140,000,000 (approximately HK$1,092,000,000). The Convertible Bonds 2009 are convertible, at the option of bondholders, into ordinary shares of HK$0.10 each of the Company at an initial conversion price of US$2.1247 per share, subject to anti-dilutive adjustment, at any time from August 7, 2006 to July 1, 2009.
The Convertible Bonds 2009 contain two components, a liability and an equity element. The equity element is presented in equity as “Convertible bonds equity reserve”. The effective interest rate of the liability component is 2.11%.
On July 8, 2007, the bondholders early redeemed part of the Convertible Bonds 2009 with a principal amount of US$127,850,000 (approximately HK$997,230,000) at 104.59%. The remaining Convertible Bonds were redeemed at 107.76% of the principal amount of US$12,150,000 on the maturity date of July 8, 2009.
In 2009, the Group issued two tranches of 5-year 8.5% coupon convertible bonds with an aggregate principal amount of
US$150,000,000 (approximately HK$1,170,000,000 (“Convertible Bonds 2014″)) and 55,888,500 detachable warrants (“Warrants
2012″). Unless previously redeemed, converted or purchased and cancelled, the Convertible Bonds 2014 will be redeemed at their principal amount on the maturity date at April 30, 2014. The Warrants 2012 are detachable from the Convertible Bonds 2014 (see Note 44 for details of the warrants).
The holders of the Convertible Bonds 2014 have the right to convert all or any portion of the Convertible Bonds 2014 into shares of the Company at an initial conversion price of HK$5.20 (to be converted to United States dollars at the fixed exchange rate of HK$7.75 = US$1.0) per share, subject to anti-dilutive adjustment, from October 30, 2010 to April 20, 2014 (“Conversion Rights”). The conversion will result in the Company issuing a fixed number of shares of the Company in settlement of a fixed amount of cash.
At the option of the Convertible Bond 2014′s holders, on April 30, 2012, the holders may redeem Convertible Bond 2014 at the principal amount plus accrued interest to the date of redemption. The embedded options are closely related to the liability component of Convertible Bond 2014 and hence not separately accounted for.
The fair value of the liability component on initial recognition was estimated at the issue date using an equivalent market interest rate for a similar bond without the Conversion Rights and Warrants 2012. The residual amount was assigned as the equity component, representing the estimated fair value of the Warrants 2012 with the remaining balance is allocated to the Conversion Rights and included in shareholders’ equity.
The weighted average effective interest rate of the Convertible Bonds 2014 is 15.57%.
| 2,010 | 2,009 | 2,010 | 2,009 | |
| Number of shares | Number of shares | HK$’000 | HK$’000 | |
| Ordinary shares | ||||
| Authorised: | ||||
|
Sharesof HK$0.10 each
|
2,400,000,000 | 2,400,000,000 | 240,000 | 240,000 |
| Issued and fully paid: | ||||
|
At the beginning of the year
|
1,591,252,152 | 1,501,252,152 | 159,125 | 150,125 |
|
Issue of shares upon exercise of warrants
|
14,903,600 | — | 1,491 | — |
|
Issue of shares upon exercise of share options
|
470,000 | — | 47 | — |
|
Issue of shares by private placement
|
— | 90,000,000 | — | 9,000 |
| At the end of the year | 1,606,625,752 | 1,591,252,152 | 160,663 | 159,125 |
Warrants 2012 are detachable from Convertible Bonds 2014. Each Warrants 2012 entitles its holder to convert a warrant at an exercise price of HK$5.10 for one ordinary share of the Company, at any time from April 30, 2010 to April 30, 2012.
During the year, holders of Warrants 2012, exercised 14,903,600 Warrants 2012 resulting in the issuance of 14,903,600 new shares of the Company.
During the year, the Group bought back 40,984,900 Warrants 2012 from the Warrant holders for a consideration of
HK$101,843,000.
At December 31, 2010, the Company has no warrants outstanding (2009: 55,888,500 Warrants 2012 to be exercised on or before
April 30, 2012).
Details of the share options are set out in Note 52.
| Share | Capital redemption reserve | Convertible bonds equity reserve | Warrant reserve | Employee share-based compensation reserve | Retained profits | Total | |
| premium | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| The Company | |||||||
| At January 1, 2009 | 2,898,646 | 436 | 2,285 | — | 42,389 | 3,030,871 | 5,974,627 |
| Loss for the year and other comprehensive loss | — | — | — | — | — | (37,651) | (37,651) |
| Share issued at premium | 596,700 | — | — | — | — | — | 596,700 |
| Transaction costs attributable to issue of shares | (15,933) | — | — | — | — | — | (15,933) |
| Release of deferred tax liabilities on redemption
of convertible bonds
|
— | — | 485 | — | — | — | 485 |
| Transfer to retained profits upon redemption of
convertible bonds
|
— | — | (2,770) | — | — | 2,770 | — |
| Recognition of equity component of convertible
bonds/warrants
|
— | — | 115,563 | 112,494 | — | — | 228,057 |
| Transaction costs attributable to issue of convertible
bonds/warrants
|
— | — | (3,852) | (3,750) | — | — | (7,602) |
| Deferred tax liability on recognition of equity
components of convertible bonds
|
— | — | (42,810) | — | — | — | (42,810) |
| Recognition of equity settled share-based payments | — | — | — | — | 10,800 | — | 10,800 |
| Lapse of share options | — | — | — | — | (5,033) | 5,033 | — |
| Final dividend – 2008 | — | — | — | — | — | (45,038) | (45,038) |
| Interim dividend – 2009 | — | — | — | — | — | (47,737) | (47,737) |
| At December 31, 2009 | 3,479,413 | 436 | 68,901 | 108,744 | 48,156 | 2,908,248 | 6,613,898 |
| Loss for the year and other comprehensive loss | — | — | — | — | — | (94,551) | (94,551) |
| Share issued at premium | 4,027 | — | — | — | (717) | — | 3,310 |
| Share issued at a premium on warrants exercised | 103,517 | — | — | (28,998) | — | — | 74,519 |
| Repurchase of warrants | — | — | — | (79,746) | — | (22,097) | (101,843) |
| Recognition of equity settled share-based payments | — | — | — | — | 17,190 | — | 17,190 |
| Lapse of share options | — | — | — | — | (6,528) | 6,528 | — |
| Final dividend – 2009 | — | — | — | — | — | (72,277) | (72,277) |
| Interim dividend – 2010 | — | — | — | — | — | (60,231) | (60,231) |
| At December 31, 2010 | 3,586,957 | 436 | 68,901 | — | 58,101 | 2,665,620 | 6,380,015 |
As at December 31, 2010, the Company’s reserves available for distribution to shareholders comprised the retained profits of HK$2,665,620,000 (2009: HK$2,908,248,000).
Defined Contribution Plans:
The Company and its subsidiaries operating in Hong Kong have participated in the Mandatory Provident Fund Schemes (“MPF Schemes”) registered under the Mandatory Provident Fund Ordinance since December 2000.
The employees of the Group’s subsidiaries in the PRC are members of a state-managed retirement benefit scheme operated by the PRC government. The subsidiaries are required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit scheme is to make the specified contributions.
The Group’s overseas subsidiaries operate a number of defined contribution schemes. Contributions to the defined contribution schemes applicable to each year are made at a certain percentage of the employees’ payroll.
Defined benefits Plans:
The Group operates several defined benefit plans for qualifying employees of its subsidiaries in Germany and the US, of which these plans cover substantially all remaining employees that are not covered by defined contribution plans. The major defined benefit
plans are as follows:
|
2,010
|
2,009
|
|
|
HK$’000
|
HK$’000
|
|
| Pension plan obligations (Note i) |
587,755
|
618,350
|
| Post-retirement, medical and dental plan obligations (Note ii) |
13,150
|
24,011
|
| Life and medical insurance plan (Note ii) |
16,769
|
15,787
|
| Post-employment benefit plan obligations (Note iii) |
85,004
|
73,694
|
| Others |
4,739
|
5,425
|
|
707,417
|
737,267
|
The pension plan obligations are provided in the German operations and includes a plan that pays retirement benefits on service and final pay. In general, the benefit plans were closed to new members at the end of 1995. Under the plan, the employees are entitled to retirement benefits varying between 10 and 20 per cent of final salary (based on the average of the last three years) on attainment of a retirement age of 65. The most recent actuarial valuations of the present value of the defined benefit obligation were carried out on November 2, 2010, by BDO Deutsche Warentreuhand Aktiengesellschaft, Germany.
Milwaukee Electric Tool Corporation, a subsidiary of the Group in the US, operates unfunded post-retirement, medical benefits, dental and life insurance plans. The most recent actuarial valuations of the present value of the obligations were carried out on November 2, 2010 by Willis North America, Inc.
The pension plan obligations are provided by Hoover Inc. for members of IBEW (International Brotherhood of Electrical Workers) Local 1985 employed by Hoover. The most recent actuarial valuation of the present value of the obligations were carried out on December 31, 2010 by CBIZ Benefits & Insurance Services.
The main actuarial assumptions used were as follows:
| Pension | Post-retirement medical, and | Life & Medical | Post-employment plan | |||||
| plan | dental plan | Insurance plan | benefit plan | |||||
| 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |
| Discount rate | 5.00% | 5.60% | 3.75% | 4.25% | 2.50% | 5.25% | 5.06% | 5.55% |
| Expected rate of salary increases | 2.00% | 2.00% | N/A | N/A | N/A | N/A | N/A | N/A |
| Expected return on plan assets | N/A | N/A | N/A | N/A | N/A | N/A | 4.00% | 4.00% |
| Future pension increases | 2.00% | 2.00% | N/A | N/A | N/A | N/A | N/A | N/A |
| Medical cost inflation (ultimate) | N/A | N/A | 5.00% | 5.00% | 5.00% | 5.00% | N/A | N/A |
The effect of an increase of one percentage point in the assumed medical cost inflation on current service cost and interest cost
accumulated post-employment benefit obligations are as follows:
| Pension | Post-retirement medical, and | Life & Medical | Post-employment plan | |||||
| plan | dental plan | Insurance plan | benefit plan | |||||
| 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| Current service cost and interest cost | N/A | N/A | 10 | 20 | 32 | 45 | N/A | N/A |
|
Accumulated post-employment |
N/A | N/A | 254 | 476 | 1,290 | 864 | N/A | N/A |
Amounts recognised in profit or loss in respect of the plans are as follows:
| Pension | Post-retirement medical, and | Life & Medical | Post-employment plan | |||||
| plan | dental plan | Insurance plan | benefit plan | |||||
| 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| Current service cost | 4,435 | 4,212 | — | — | — | — | — | — |
| Actuarial loss (gain) | 12,721 | 36,054 | (4,166) | (1,167) | 1,970 | (16,713) | 5,658 | 6,506 |
| Expected return on plan assets | — | — | — | — | — | — | 21 | (18) |
| Curtailment gain | — | — | — | — | — | — | — | — |
| Interest cost | 33,266 | 27,689 | 884 | 1,512 | 784 | 963 | 5,427 | 5,924 |
| Past service cost | — | — | — | — | — | — | — | (2,605) |
| 50,422 | 67,955 | (3,282) | 345 | 2,754 | (15,750) | 11,106 | 9,807 | |
The charge for the year has been included in staff costs.
The amount included in the consolidated statement of financial position arising from the Group’s obligation in respect of the plans is as follows:
| Pension | Post-retirement medical, and | Life & Medical | Post-employment plan | |||||
| plan | dental plan | Insurance plan | benefit plan | |||||
| 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| Present value of funded obligations | — | — | — | — | — | — | 103,072 | 102,932 |
| Present value of plan assets | — | — | — | — | — | — | (18,068) | (29,238) |
| — | — | — | — | — | — | 85,004 | 73,694 | |
| Present value of unfunded obligations | 587,755 | 618,350 | 13,150 | 24,011 | 16,769 | 15,787 | — | — |
| 587,755 | 618,350 | 13,150 | 24,011 | 16,769 | 15,787 | 85,004 | 73,694 | |
Movements in the present value of the defined benefit obligations in the current year were as follows:
| Pension | Post-retirement medical, and | Life & Medical | Post-employment plan | |||||
| plan | dental plan | Insurance plan | benefit plan | |||||
| 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| At January 1 | 618,350 | 599,682 | 24,011 | 32,410 | 15,787 | 32,803 | 102,932 | 105,836 |
| Exchange differences | (43,729) | 4,281 | 49 | (73) | 42 | (180) | 4,002 | (269) |
| Current service cost | 4,435 | 4,212 | — | — | — | — | — | — |
| Actuarial loss (gain) | 12,721 | 36,054 | (4,166) | (1,167) | 1,970 | (16,713) | 5,658 | 6,506 |
| Interest cost | 33,266 | 27,689 | 884 | 1,512 | 784 | 963 | 5,427 | 5,924 |
| Past service cost | — | — | — | — | — | — | — | (2,605) |
| Benefit paid | (37,288) | (53,568) | (7,628) | (8,671) | (1,814) | (1,086) | (14,947) | (12,460) |
| At December 31 | 587,755 | 618,350 | 13,150 | 24,011 | 16,769 | 15,787 | 103,072 | 102,932 |
Movements in the fair value of the plan assets in the current year were as follows:
| Pension | Post-retirement medical, and | Life & Medical | Post-employment plan | |||||
| plan | dental plan | Insurance plan | benefit plan | |||||
| 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| At January 1 | N/A | N/A | N/A | N/A | N/A | N/A | 29,238 | 10,652 |
| Exchange differences | N/A | N/A | N/A | N/A | N/A | N/A | 62 | (52) |
| Returns from plan assets | N/A | N/A | N/A | N/A | N/A | N/A | (21) | 18 |
| Contribution from employer | N/A | N/A | N/A | N/A | N/A | N/A | 3,736 | 31,080 |
| Benefit paid | N/A | N/A | N/A | N/A | N/A | N/A | (14,947) | (12,460) |
| At December 31 | N/A | N/A | N/A | N/A | N/A | N/A | 18,068 | 29,238 |
The plan assets of the post-employment benefit plan are cash in a Federated Money Market Fund with an expected return of 4% (2009: 4%).
The Group expects to make a contribution of HK$23,310,000 (2009: HK$31,040,000) to the defined benefit plans during the next financial year.
The following are the major deferred tax assets and liabilities recognised and movements thereon during the current and prior year:
| Accelerated tax depreciation | Warranty provision | Convertible bonds equity reserve | Employee related provision | Tax losses | Inventory provision and LIFO | Others | Total | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| The Group | ||||||||
| At January 1, 2009 | (27,021) | 42,781 | (485) | 49,681 | 340,696 | 61,711 | (250,373) | 216,990 |
| Currency realignment | 198 | 649 | — | 434 | 6,565 | 1,466 | 1,767 | 11,079 |
| Charge to equity | — | — | (42,325) | — | — | — | — | (42,325) |
| (Charge) credit to profit or loss | (86,475) | (7,932) | 5,150 | 84,517 | 147,685 | (106,455) | (18,908) | 17,582 |
| At December 31, 2009 | (113,298) | 35,498 | (37,660) | 134,632 | 494,946 | (43,278) | (267,514) | 203,326 |
| Currency realignment | (526) | 402 | — | 549 | (4,759) | 131 | 2,378 | (1,825) |
| (Charge) credit to profit or loss | 37,070 | (9,968) | 6,955 | (35,861) | 9,114 | 32,500 | 117,232 | 157,042 |
| Acquisition of subsidiaries/business (note 48) | — | — | — | — | — | — | (2,982) | (2,982) |
| At December 31, 2010 | (76,754) | 25,932 | (30,705) | 99,320 | 499,301 | (10,647) | (150,886) | 355,561 |
| Tax loss | Accelerated tax depreciation | Convertible bonds equity reserve | Total | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| The Company | ||||
| At January 1, 2009 | — | (12,741) | (485) | (13,226) |
| Charge to equity | — | — | (42,325) | (42,325) |
| Credit to profit or loss | — | 11,152 | 5,150 | 16,302 |
| At December 31, 2009 | — | (1,589) | (37,660) | (39,249) |
| (Charge) credit to profit or loss | 15,701 | (5,200) | 6,955 | 17,456 |
| At December 31, 2010 | 15,701 | (6,789) | (30,705) | (21,793) |
For the purpose of presentation in the consolidated statement of financial position, certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances for financial reporting purposes:
| The Group | The Company | |||
| 2010 | 2009 | 2010 | 2009 | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| Deferred tax assets | 534,511 | 575,524 | — | — |
| Deferred tax liabilities | (178,950) | (372,198) | (21,793) | (39,249) |
| 355,561 | 203,326 | (21,793) | (39,249) | |
At the end of the reporting period, the Group has unused tax losses of HK$3,211 million (2009: HK$2,476 million) available for the offset against future profits that may be carried forward indefinitely. No deferred tax asset has been recognised in respect of tax losses of HK$1,500 million (2009: HK$758 million) due to the unpredictability of future profit streams.
As at December 31, 2009, the Group recognised deferred tax assets in various tax jurisdictions, including the United States of America, Germany, the United Kingdom and New Zealand amounting to HK$486,303,000. The realisation of the deferred tax assets was based on tax planning opportunities available to the Group that will create taxable profit in which the unused tax losses or unused tax credits can be utilised in the future.
In January 2010, the Group acquired 100% equity interest of Coldfire Technology, LLC (“Coldfire”) for a cash consideration of approximately HK$30.7 million. Coldfire is engaged in commercial cryogenic processing and included in the Power Equipment segment.
In July 2010, the Group acquired certain assets, liabilities and business from Nutek, LLC (“Nutek”) for a total consideration of approximately HK$66.6 million, inclusive of a contingent consideration payable at fair value of HK$13.4 million at the date of acquisition determined based on a percentage on the gross profit of future products sold until 2014. The acquired business from Nutek is engaged in manufacturing and trading of cleaning and lubrication products and included in the Floor Care and Appliances segment.
In September 2010, the Group acquired 100% equity interest of Mobiltron Worldwide Trading (Shanghai) Co., Ltd. for a cash consideration of approximately HK$24.8 million. Mobiltron is engaged in trading of power tools in the PRC and included in the Power Equipment segment.
| Fair value | |
| HK$’000 | |
| Net Assets Acquired | |
| Property, plant and equipment | 1,343 |
| Intangible assets | 56,475 |
| Inventories | 4,230 |
| Trade and other receivables, deposits and prepayments | 10,178 |
| Bank balances and cash | 730 |
| Trade and other payables | (14,828) |
| Deferred tax liabilities | (2,982) |
| 55,146 | |
| Discount on acquisition taken to income | (4,764) |
| Goodwill arising on acquisition of subsidiaries / business | 71,744 |
| Contingent consideration arrangement | (13,380) |
| Cash consideration paid during the year | 108,746 |
| Net cash outflow arising on acquisition: | |
| Cash consideration paid during the year | 108,746 |
| Bank balances and cash acquired | (730) |
| Net outflow of cash and cash equivalents in respect of the acquisition of subsidiaries | 108,016 |
The goodwill arising on the acquisition of the subsidiaries is attributable to the anticipated profitability of the distribution of the
Group’s products in new markets and the anticipated future operating synergies from the combination.
Goodwill arising on the acquisition of the business of Nutek is expected to be deductible for tax purpose.
The acquisition of Coldfire was a bargain purchase and gave rise to a discount on acquisition of approximately HK$4.8 million and this amount had been included as other income.
Acquisition-related costs are insignificance and have been excluded from the consideration transferred and have been recognised as an expense in the current year.
The subsidiaries acquired contributed approximately HK$15,120,000 to the Group’s turnover, and approximately HK$2,113,000 gain to the Group’s profit before taxation for the period between the date of acquisition and the balance sheet date as at December 31, 2010.
The revenue and profit or loss of the combined entity for the current reporting period as though the acquisition date for the acquisitions that occurred during the year has been as of the beginning of the annual reporting period is not presented as it was impracticable to obtain various values in various acquirees’ operations prior to the acquisition.
During the year ended December 31, 2010, the Group entered into finance lease arrangements in respect of assets with a total capital value at the inception of the finance leases of HK$2,272,000 (2009: HK$35,113,000).
At the end of the reporting period, the Group and the Company had outstanding commitments under non-cancellable operating leases, which fall due as follows:
| The Group | The Company | |||
| 2010 | 2009 | 2010 | 2009 | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| Within one year | 172,439 | 181,303 | 7,968 | 6,290 |
| In the second to fifth year inclusive | 470,076 | 307,623 | 4,708 | — |
| After five years | 200,687 | 220,760 | — | — |
| 843,202 | 709,686 | 12,676 | 6,290 | |
Operating lease payments represent rentals payable by the Group and the Company for certain of its plant and machinery, motor vehicles, office properties and other assets. Leases are negotiated for a term ranging from 1 year to 10 years.
