for personal use only · from wts project. for the year ended 31 march 2012, the group has recorded...

ARBN 065 191 782

Canada Land Limited 加拿大置地有限公司

ANNUAL REPORT 2011/12F

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Contents

Annual Report 2011/12 Canada Land Limited

1

Page

Corporate Information 2

Chairman’s Statement 4

Report of the Directors 5

Additional Information 8

Financial Statements– Independent Auditors’ Report 13– Consolidated Statement of Comprehensive Income 15– Consolidated Statement of Financial Position 17– Statement of Financial Position 19– Consolidated Statement of Changes in Equity 21– Consolidated Statement of Cash Flows 22– Notes to the Consolidated Financial Statements 24

Statement by Directors 70

Notice of Annual General Meeting 71

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Corporate Information

Annual Report 2011/12Canada Land Limited

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BOARD OF DIRECTORS

Dr. William S.L. Yip (Chairman)Mr. M.B. Lee (Deputy Chairman)Mr. Chow Yuk WahMrs. Eva L.M. Yip

COMPANY SECRETARY

Derrick Siu Ming YIP

AUSTRALIAN REGISTERED OFFICE

Sino Investment Services Pty. Ltd.Suite 1-3, 107-117 High Street,Prahran, VIC, 3181Australia

HONG KONG REGISTERED OFFICE

15th Floor, Yat Chau Building262 Des Voeux Road CentralHong Kong

REPRESENTATIVE OFFICE IN CHINA

No. 1 Gu Ci LuLi Wan DistrictGuangzhou Postal Code 510370China

SOLICITORS – HONG KONG

Fred Kan and Company3104-7, 31st Floor, Central Plaza18 Harbour RoadHong Kong

SOLICITORS – CHINA

Guangdong Kings Law FirmRoom A802 China Shine BuildingNo. 9 Lin He Xi LuTian He DistrictGuangzhouChina

Guangzhou Foreign Economic Law Office18th Floor, Guangdong Holdings TowerNo. 555 Dongfeng Road GuangzhouChina

FINANCIAL ADVISER

Sino Investment Services Pty. Ltd.Suite 1-3, 107-117 High Street,Prahran, VIC, 3181Australia

BANKERS

HSBC Bank Australia Limited, MelbourneDBS Bank (Hong Kong) LimitedBank of East Asia, Hong KongBank of East Asia, GuangzhouBank of China, Hong KongBank of China, GuangzhouChina Construction Bank, GuangzhouIndustrial and Commercial Bank of China, GuangzhouGuangzhou Rural Credit Union, Guangzhou

SHARE REGISTRY – AUSTRALIA

Computershare Investor Services Pty. LimitedYarra Falls452 Johnston StreetAbbotsford Victoria, 3067Australia

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Corporate Information


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SHARE REGISTRY – HONG KONG

Incorporated Company Secretaries Limited21st Floor, Euro Trade Centre,13-14 Connaught RoadCentral,Hong Kong

CHARTERED SURVEYORS

Knight Frank4/F Shui On Centre6-8 Harbour RoadWanchaiHong Kong

QUALIFIED VALUER

Guangdong Nan Yue Real Estate and Land Valaution Co., Ltd9th FloorYue Hai Kai Xuan Building190 Xian Lie Dong RoadTianhe District, GuangzhouChina

Guangdong Nan Yue Appraisal Co., Ltd9th FloorYue Hai Kai Xuan Building190 Xian Lie Dong RoadTianhe District, GuangzhouChina

AUDITORS

HLB Hodgson Impey ChengChartered AccountantsCertified Public Accountants31st Floor, Gloucester TowerThe Landmark11 Pedder StreetCentralHong Kong

HOME STOCK EXCHANGE

Australian Stock Exchange (ASX)Exchange Centre20 Bridge StreetSydneyNSW 2000

ASX CODE

CDL

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Chairman’s Statement


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Dear Shareholders,

The CDL Group (“the Group”) experienced a challenging year in 2011 with a decrease in revenue from reduction in sale of niches from WTS Project. For the year ended 31 March 2012, the Group has recorded an audited consolidated turnover of HK$13.6 million (A$1.7 million) and net loss of HK$6.6 million (A$0.8 million). For the past twelve months, none of the niches were transacted due to regulation of the authorities, and we are still under negotiation with the local authorities and will inform shareholders if there is any update. We shall continue to impose measures in cost control to improve its medium to long-term performance.

The global market looks flimsy in 2012, with the already fragile US market and also the weakening European market, the financial turmoil is gradually moving to Asian market and we start to see the impacts in China. The exports and housing prices continue to decline in China, and the Central Government has lowered the current year GDP growth rate to 7.5%. As we expect China market will have a soft landing in upcoming years, therefore the Group will continue to exercise due care to ensure we have a healthy liquidity. The Group currently maintains a strong cash position with a low gearing ratio at 7.97%, and we will continue to act cautiously to manage all the risks in the coming year.

On behalf of all Board members, I would like to express my sincere appreciation to the Group’s management who play an important role in imparting the culture and value of the Group which they are facing this challenge every day. My profound thanks extend to the Group’s shareholders for their continuous support and I look forward to deliver sound results in the years to come.

Dr William S. L. Yip B.A., F.I.A.P., LL.DChairman and Managing Director

30 May 2012

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Report of the Directors


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The Directors herein present their report and the audited financial statements of Canada Land Limited (the “Company”) and its subsidiaries (hereinafter referred to as the “Group”) for the year ended 31 March 2012.

PRINCIPAL ACTIVITIES

The principal activities of the Company during the financial year were investment holding and acting as a real estate agent. The principal activities of the Company’s subsidiaries are set out in note 18 to the consolidated financial statements. There were no significant changes in the activities of the Company and its subsidiaries during the year.

An analysis of the Group’s performance for the year by business and geographical segments is set out in note 6 to the financial statements.

RESULTS AND APPROPRIATIONS

The results of the Group for the year are set out in the consolidated statement of comprehensive income on Page 15 and 16.

RESERVES

The movements in reserves of the Group and the Company during the year are set out in note 30 to the consolidated financial statements.

PROPERTY, PLANT AND EQUIPMENT AND INVESTMENT PROPERTIES

Details of the movements in property, plant and equipment and investment properties during the year are set out in notes 15 and 16 to the consolidated financial statements respectively.

DIRECTORS

The names, qualifications and details of the Directors of the Company during the year end up to the date of this report were:

Dr. William S. L. Yip, B.A., F.I.A.P., LL.D.Chairman and Managing Director

Dr. Yip founded Canada Land Limited in 1972, pioneering the development of investment properties in Canada and the United States for their sale to Asian interests. In 1991 he turned his investment strategy to the development of real estate and tourist attractions in Guangzhou, the capital city of Guangdong Province, China.

Dr. Yip is also a writer in the field of real estate development in Canada, the United States, and Southern China. He has written extensively on China’s strategic economic development since 1990, lectured in universities and given seminars on these subjects, and has also contributed frequently to various publications. He was a co-author of the book “Doing Business in China” published by McGraw-Hill Ryerson in 1995.

In 1997 Dr. Yip was appointed a Member of the People’s Consultative Committee of Guangzhou and Muizhou, in recognition of his contributions in the cities. He was also awarded the “Voyageur” Award of the Canadian Chamber of Commerce in Hong Kong, which recognises outstanding entrepreneurs in the community.

In 1998 Dr. Yip received an Honorary Doctor of Laws Degree from his Alma Mater, Concordia University in Montreal, Canada, in recognition of his service in particular to the field of education in Canada, Hong Kong and China. He was also elected the President of the Canadian Chamber of Commerce in Hong Kong in 1998 and Chairman of the Board of Governors in 1999. In 2003 Dr. Yip was awarded as Guangzhou Municipal Honorable Citizen for his achievement and contributions in Guangzhou, China.

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In December 2004, Dr. Yip was appointed as an independent Non-Executive Director of Galaxy Entertainment Group Limited, a listed company in the Stock Exchange of Hong Kong Limited (Stock code: 0027). In June 2008, Dr. Yip was appointed as an independent Non-Executive Director of K. Wah International Holdings Limited, a listed company in the Stock Exchange of Hong Kong Limited (Stock code: 0173).

Mr. M. B. Lee, S.B.S., M.B.E., F.C.P.A., F.C.I.S., F.H.K.S.A., C.P.A., J.P.Deputy Chairman

Mr. Lee holds directorships in both public and private companies engaged in real estate, merchant banking, electronic and the electrical industries in Australia, Canada, Hong Kong and China. He is the Chairman of the Hong Kong Society for Rehabilitation which is a voluntary organisation serving persons with disability for the last 50 years in Hong Kong. He advises the Chairman on the development of long term strategies for the Group.

Mr. Chow Yuk Wah, B. Comm.

Mr. Chow has been a successful entrepreneur in a number of fields including real estate development, the securities and foreign exchange businesses, the distribution of marine products, and the ownership and management of a chain of restaurants in Hong Kong. He continues to be actively involved in formulating the Group’s strategy.

Mrs. Eva Loke Moy Yip, S.R.N., S.C.M.

Mrs. Yip brings to the Group her significant knowledge of the China consumer market gained from experiences with other multinational companies. She uses this knowledge in supporting the Chairman in strategic planning for the Group.

In accordance with Article 58 of the Company’s Articles of Association, Mrs. Eva Loke May Yip retire at the forthcoming annual general meeting and, being eligible, offers themselves for re-elections.

DIRECTORS’ INTERESTS IN CONTRACTS

The Directors’ interests in contracts are set out in note 31 to the consolidated financial statements. Apart from the foregoing, no other contracts of significance in relation to the Group’s business to which either the Company or any of its subsidiaries was a party and in which a director of the Company had a material interest subsisted at the end of the year or at any time during the year.

DIRECTORS’ INTERESTS IN EQUITY OR DEBT SECURITIES

As at 31 March 2012 the interests of the Directors and their associates in the share capital of the Company were as follows:

Number of ordinary shares

Dr. William S. L. Yip 25,397,900Mr. M. B. Lee 25,176,206Mr. Chow Yuk Wah 10,970,000Mrs. Eva L. M. Yip 2,200,000

Other than as disclosed above, at no time during the financial year was the Company or any of its subsidiaries a party to any arrangements to enable the Directors of the Company to acquire benefits by means of acquisition of shares in, or debentures of, the Company or any other body corporate.

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CONTROLLED ENTITIES AND RELATED BODIES CORPORATE

Details of the Company’s subsidiaries are set out in note 18 to the consolidated financial statements.

BANK LOANS

Details of the bank loans of the Group are set out in note 26 to the consolidated financial statements.

DIRECTORS’ MEETINGS

During the financial year, 3 Directors’ meetings were held. The number of meetings in which Directors were in attendance is as follows:

Number of meetings Number of held while meetings in office attended

Dr. William S. L. Yip 3 3Mr. M. B. Lee 3 3Mr. Chow Yuk Wah 3 3Mrs. Eva L. M. Yip 3 3

AUSTRALIAN TAKEOVER PROVISION

The Company is not subject to any takeover provisions under the Australian Corporations Law.

AUDITORS

The financial statements for the year were audited by HLB Hodgson Impey Cheng whose term of office will expire upon the forthcoming annual general meeting. In March 2012, the practice of HLB Hodgson Impey Cheng was reorganised as HLB Hodgson Impey Cheng Limited. A resolution for the appointment of HLB Hodgson Impey Cheng Limited as the auditors of the Company for the subsequent year is to be proposed at the forthcoming annual general meeting.

On Behalf of the Board

Dr. William S. L. Yip Mr. M. B. LeeChairman Director

Hong Kong, 30 May 2012

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Additional Information


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1. SHAREHOLDINGS AS AT 31 MARCH 2012

(a) Distribution of Ordinary Shareholders Category (Size of Holding) No. of Shareholders

1 — 1,000 29

1,001 — 5,000 112

5,001 — 10,000 145

10,001 — 100,000 185

100,001 and over 57

(b) There is no any shareholding held in less than marketable parcels.

(c) The names of shareholders listed in the Company’s Register of Substantial Shareholders as at 31 March 2012 are:

No. of OrdinaryShareholder Shares held

William S. L. Yip 25,397,900M. B. Lee 25,176,206Chow Yuk Wah 10,970,000

(d) Top Twenty Shareholders — Ordinary Shares (as at 31 March 2012)

% held of No. of total issued ordinary ordinaryName shares held Shares

MR WILLIAM SHUE LAM YIP 16,101,900 16.39%MAN BAN LEE 12,550,000 12.77%YUK WAH CHOW 10,970,000 11.17%KENTVIEW INVESTMENTS LTD 9,296,000 9.46%B & M CORPORATION 5,024,000 5.11%LEE YIU SUM 3,670,000 3.74%M & J LIMITED 3,380,000 3.44%MS EVA LOKE MOY YIP 2,200,000 2.24%LUI SAU FUN 2,120,609 2.15%CHIU CHOR LUNG 2,000,000 2.04%LIPPO SECURITIES LTD 1,807,960 1.84%MR KWOK WAI JONATHAN LEE 1,711,933 1.74%UOB KAY HIAN (HONG KONG) LIMITED 1,456,000 1.48%LUI WAI CHAI 1,170,000 1.19%MANNAB HOLDINGS INC 1,040,000 1.06%MR WOOD LUN FRANKIE KWAN 750,000 0.76%DABVALE PTY LIMITED 700,000 0.71%PELTON LIMITED 540,000 0.55%CALM NOMINEES PTY LTD 500,000 0.51%CHENG CHAN YAT YIU TRUST FUND 500,000 0.51%

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(e) Vendor Securities

As at the date of this report no securities were considered as Vendor Securities by Australian Stock Exchange Limited.

(f) Voting Rights

As at 31 March 2012 there were 528 holders of fully paid ordinary shares with a par value of HK$0.13 each. Subject to the Articles of Association of the Company and to any rights or restrictions attaching to shares, every member is entitled to be present at a meeting in person, by proxy, representative or attorney. On a show of hands, every member has one vote and on a poll, every member has (i) one vote for each fully paid share held by that person or (ii) voting rights pro-rata to the amount paid up on each partly paid share held by that person.

2. THE NAME OF THE COMPANY SECRETARY IS:

Mr. Derrick S. M. YIP

3. THE ADDRESS OF THE PRINCIPAL REGISTERED OFFICE IN HONG KONG IS:

15th Floor, Yat Chau Building262 Des Voeux Road CentralHong KongTelephone: (852) 2854 4333

THE ADDRESS OF THE COMPANY’S LOCAL AGENT IN AUSTRALIA IS:

Sino Investment Services Pty. Ltd.Suite 1-3, 107-117 High Street,Prahran, VIC 3181AustraliaTelephone: (03) 9629 6615

4. REGISTERS OF SECURITIES ARE KEPT AT THE FOLLOWING ADDRESSES:

Hong Kong Australia

Incorporated Company Secretaries Limited Computershare Investor Services Pty. Limited21st Floor, Euro Trade Centre, Yarra Falls, 452 Johnston Street,13-14 Connaught Road, Abbotsford Victoria 3067Central AustraliaHong Kong Telephone: (161) 39415 5000Telephone: (852) 3181 9338

5. DIRECTORS’ INTERESTS IN EQUITY OR DEBT SECURITIES

Please refer to the section under the heading “Directors’ Interests in Equity or Debt Securities” on page 7 of Report of the Directors.

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6. STOCK EXCHANGE LISTING

Official quotation has been granted for all issued ordinary shares of the Company on Australian Stock Exchange Limited.

7. AUDIT COMMITTEE

As at 31 March 2012, the Company did not have an audit committee of the Board of Directors. The Directors do not consider that such a committee would add value to the Group’s operations or its ability to report to shareholders at the present time.

8. CORPORATE GOVERNANCE

The Board of Directors of Canada Land Limited (“the Company”) is committed to ensure that the Company is properly managed to achieve the highest standards of corporate governance and meet the interests of shareholders. This statement outlines the Company’s main corporate governance practices that were in place throughout the financial year ended 31 March 2012. The Company believes it has generally complied with the Australian Securities Exchange Corporate Governance Council’s Corporate Governance Principles and Recommendations (“ASX Corporate Governance Principles”) which took effect from 1 January 2008, unless indicated otherwise. The ASX Corporate Governance Principles are as follows:

Principle 1 – Lay solid foundations for management and oversight

The responsibilities of the Board include:

– Setting goals and policies for the operation of the Company;– Overseeing the Company’s management; and– Reviewing performance regularly and monitoring the Company’s affairs in the best interests of

shareholders;

The responsibilities of the Chairman include:

– Being a leading role of the Board;– Ensuring Directors are properly briefed in all matters relevant to their roles and responsibilities; and– Facilitating Board discussion and managing the Board’s relationship with the Company’s senior

executives.

The Chairman has delegated some of the duties to the General Manager and the Financial Controller as follows:

General Manager:

– Overseeing the overall operation of the Company and approving all top level decisions related to the Company;

– Ensuring proper controls are in place in different level of management in the Company and regularly meeting with senior staff to understand the current operation status;

Financial Controller:

– Overseeing all financial reporting issues of the Company;– Reviewing the financial performance of the Company on monthly basis and ensuring proper control

measures are in place for all revenue and expenses of the Company;

The Company has its own performance appraisal system to evaluate the performance of its senior executives on a yearly basis. The appraisal system base on the company profitability, operating efficiency and cost control variables in order to determine the requisite for remuneration revision of the senior executives.

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Principle 2: Structure the Board to Add Value

The Board of Directors is composed of Executive and non-Executive Directors as follows:

Dr. William S. L. Yip, Chairman and Managing Director Executive DirectorMr. M. B. Lee, Deputy Chairman Non-executive DirectorMr. Chow Yuk Wah Non-executive DirectorMrs. Eva L. M. Yip Non-executive Director

The Company’s governing body is the Board of Directors. Individuals were, and continue to be, recommended for election to the Board on the basis of their experience in the type of business in which the Company operates, the knowledge of the requirements and obligations of being a public company, and their abilities to help the Company grow in a rapidly developing and unique market.

As Dr. William Yip is an Executive Chairman, the Board does not currently comply with the recommendation that the chairman of the Board be an independent director. The Board supports having Dr. William Yip as Executive Chairman because he founded the Company and has a thorough knowledge of the Company’s operations.

Currently the Company does not have a nomination committee but the Board regularly reviews succession plans taking into consideration the range of skills, experience and expertise of the current members. Each director is required to notify the Board of any change in circumstances that could impair their position as a director.

According to the Articles of Association of the Company, on a rotational basis all current Directors are required to retire and, if they so wish, offer themselves for re-election. Every year one-third of the Board or, if their number is not multiple of three, then the number nearest to but not exceeding one-third of the Board is required to retire. At the date of this report the Company has followed this process every year and the Directors retiring and offering themselves for re-election have been re-elected.

Principle 3: Promote Ethical and Responsible Decision Making

Currently the Company does not have any Code of Conduct Statement or Trading Policy in place and publicly published to the Company website.

However, the Company, including its Directors and key executives, constantly stresses the need to maintain the highest ethical standards to ensure all its activities are undertaken with honesty and fairness. The relatively small size of the Company’s work force and the presence of full time Executive Director enable the Company to do this. Regular staff meetings are held in which this issue is constantly stressed.

Furthermore, the Directors and employees of the Company are advised only to deal in the Company’s shares after a reasonable time gap lapsed following the issue of an announcement to the ASX, especially half-year and year end results.

Principle 4: Safeguard Integrity in Financial Reporting

As at 31 March 2012, the Company did not have an audit committee of the Board of Directors. The General Manager and the Financial Controller stated to the Board that the Group’s consolidated financial report presents a true and fair view, in all material respects, of the Group’s financial condition and operational results and are in accordance with relevant accounting standards. The Board reviews external audit reports, the consolidated financial statements and other information distributed externally and accounting policies and practices. The Financial Controller and the Company Secretary liaise with the external auditors and ensure that the annual statutory audit and half-year limited review are conducted in an effective manner.

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Principle 5: Make timely and balanced disclosure

The Company Secretary has been nominated as the person responsible for communications with the ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirement in the ASX Listing Rules and overseeing and co-coordinating information disclosure to the ASX, analysts, brokers, Shareholders, the media and the public.

All material information concerning the Company, including its financial situation, performance and ownership are posted on the Company website after the approval of the Chairman to ensure all investors have equal and timely access.

Principle 6: Respect the Rights of Shareholders

The Board aims to ensure that shareholders are informed of all major developments through the annual report, the half-yearly report and the encouragement of full participation in the Annual General Meeting. This is achieved by way of detailed reports on the half year and annual results and through the Chairman’s address at general meetings. Copies of announcements made to the ASX are available from the websites of the ASX, www.asx.com.au, and the Company, www.canadaland.com.hk.

Principle 7: Recognise and Manage Risk

The Board acknowledges that it is responsible for the overall internal control framework, and recognises that no cost effective internal control system will preclude all errors and irregularities. The system is based upon procedures, policies, guidelines and organisational structures that provide an appropriate division of responsibility and the careful selection and training of qualified personnel.

Authorisation of projects implementation, entering into debt facilities and major capital expenditure or commitments requires Board approval. All routine operating expenditures are the responsibility of management in accordance with programs and budgets approved by the Board.

The Company does not establish any policies on risk oversight and management of material business risks. A significant portion of the Group’s operations is conducted in the People’s Republic of China (the “PRC”) where growth is rapid and the legal framework is occasionally uncertain when compared to the more developed economic nations in the world. In the opinion of the Board, through constant contact with appropriate officials inside and outside government and discussions with external advisers the Group reduces unnecessary risk to the minimum. The Board have regular discussion with management on the monitoring of such risk and proper action will be taken place once the management aware there would be significant impact of such risk on the Group’s business operation.

Principle 8: Remunerate Fairly and Responsibly

The Company does not have a remuneration committee. The remuneration policy has been determined by the Board. The Board reviews the performance and salary of the General Manager and other senior management staff whereas the General Manager in turn reviews the executive officers’ performance and salaries in Hong Kong/China respectively.

Directors are compensated according to their Executive or non-Executive status. Executive Directors are paid a monthly salary and are also paid fees for acting as Directors if so approved by the Board as a whole. Non-Executive Directors are paid fees for acting as such if approved by the shareholders in general meeting.

The Company has to prepare financial statements in Hong Kong according to the local legislative requirement.

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Independent Auditors’ Report


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31/F, Gloucester TowerThe Landmark

11 Pedder StreetCentral

Hong Kong

TO THE SHAREHOLDERS OF CANADA LAND LIMITED(incorporated in Hong Kong with limited liability)

We have audited the consolidated financial statements of Canada Land Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) set out on pages 15 to 69, which comprise the consolidated and company statements of financial position as at 31 March 2012, and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

DIRECTORS’ RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The directors of the Company are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these consolidated financial statements based on our audit and to report our opinion solely to you, as a body, in accordance with section 141 of the Hong Kong Companies Ordinance, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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Independent Auditors’ Report


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OPINION

In our opinion, the consolidated financial statements give a true and fair view of the state of affairs of the Group and of the Company as at 31 March 2012, and of the Group’s loss and cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards and have been properly prepared in accordance with the Hong Kong Companies Ordinance.

HLB Hodgson Impey ChengChartered AccountantsCertified Public Accountants


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Consolidated Statement of Comprehensive IncomeFor the year ended 31 March 2012


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2012 2011 Notes HK$’000 A$’000 HK$’000 A$’000

Turnover 7 13,577 1,672 24,471 3,047

Cost of sales (1,899) (234) (2,798) (348)

Gross profit 11,678 1,438 21,673 2,699

Other revenue 7 3,041 375 835 104

Staff costs (8,975) (1,105) (9,831) (1,224)

Amortisation and depreciation 8 (4,697) (579) (4,108) (512)

Administrative expenses (9,760) (1,202) (9,745) (1,214)

Loss from operations 8 (8,713) (1,073) (1,176) (147)

Fair value gains in respect of investment properties 16 4,883 601 1,208 150

Impairment loss on goodwill 20 (303) (37) – –

Finance costs 10 (183) (23) (184) (22)

Loss on ordinary activities before taxation (4,316) (532) (152) (19)

Taxation 11 (2,241) (276) (362) (45)

Loss for the year (6,557) (808) (514) (64)

Other comprehensive incomeRevaluation surplus 11,144 1,373 14,322 1,783Exchange differences on translating foreign operations 5,950 733 5,260 655

Other comprehensive income for the year, net of tax 17,094 2,106 19,582 2,438

Total comprehensive income for the year 10,537 1,298 19,068 2,374

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Consolidated Statement of Comprehensive IncomeFor the year ended 31 March 2012


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2012 2011 Notes HK$’000 A$’000 HK$’000 A$’000

Loss attributable to owners of the Company (6,557) (808) (514) (64)

Total comprehensive income attributable to owners of the Company 10,537 1,298 19,068 2,374

Loss per share attributable to owners of the Company – Basic and diluted (HK cents) 13 (6.67) (0.82) (0.52) (0.07)

All of the Group’s operations are classed as continuing.

The consolidated statement of comprehensive income should be read in conjunction with the accompanying notes with specific reference to the accounting policy on the translation of the consolidated financial statements from Hong Kong dollars to Australian dollars.

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Consolidated Statement of Financial PositionAs at 31 March 2012


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2012 2011 Notes HK$’000 A$’000 HK$’000 A$’000

Non-current assets Property, plant and equipment 15 160,751 19,800 147,661 18,387 Investment properties 16 32,102 3,954 24,675 3,073 Prepaid lease payments for land 17 7,445 917 7,448 927 Intangible assets 19 – – 469 58 Goodwill 20 – – 303 38

200,298 24,671 180,556 22,483

Current assets Inventories 21 204 25 171 21 Trade receivables 22 365 45 1,407 175 Prepayments, deposits and other receivables 23 6,322 779 2,177 271 Amount due from a related company 24 – – 428 53 Cash and bank balances 30,593 3,768 36,174 4,505

37,484 4,617 40,357 5,025

Less: Current liabilities Trade and other payables 25 1,611 198 782 97 Interest-bearing bank borrowings, secured – due within one year 26 13,874 1,709 13,874 1,728 Tax payable 7,358 906 7,061 879

22,843 2,813 21,717 2,704

Net current assets 14,641 1,804 18,640 2,321

Total assets less current liabilities 214,939 26,475 199,196 24,804

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Consolidated Statement of Financial PositionAs at 31 March 2012


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2012 2011 Notes HK$’000 A$’000 HK$’000 A$’000

Less: Non-current liabilities Provision for long service payments 27 680 84 680 85 Deferred taxation 28 40,191 4,951 34,985 4,356

40,871 5,035 35,665 4,441

Net assets 174,068 21,440 163,531 20,363

Capital and reserves Share capital 29 12,773 1,573 12,773 1,590 Retained profits 30(a) 32,077 3,951 38,634 4,811 Reserves 30(a) 129,218 15,916 112,124 13,962

Total equity attributable to owners of the Company 174,068 21,440 163,531 20,363

The consolidated financial statements on pages 15 to 69 were approved by the board of directors on 30 May 2012 and signed on its behalf by:


The consolidated statement of financial position should be read in conjunction with the accompanying notes with specific reference to the accounting policy on the translation of the consolidated financial statements from Hong Kong dollars to Australian dollars.

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Statement of Financial PositionAs at 31 March 2012


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2012 2011 Notes HK$’000 A$’000 HK$’000 A$’000

Non-current assets Property, plant and equipment 15 30,137 3,712 25,537 3,180 Investment properties 16 1,428 175 – – Interests in subsidiaries 18 11,773 1,450 11,773 1,466 Intangible assets 19 – – 469 58

43,338 5,337 37,779 4,704

Current assets Amounts due from subsidiaries 18 22,439 2,764 22,350 2,783 Prepayments, deposits and other receivables 23 3,766 464 83 10 Cash and bank balances 9,587 1,181 884 110

35,792 4,409 23,317 2,903

Less: Current liabilities Amounts due to subsidiaries 18 21,687 2,671 4,884 608 Other payables and accruals 25 243 30 418 52 Interest-bearing bank borrowings, secured – due within one year 26 13,874 1,709 13,874 1,728

35,804 4,410 19,176 2,388

Net current (liabilities)/assets (12) (1) 4,141 515

Total assets less current liabilities 43,326 5,336 41,920 5,219

Less: Non-current liabilities Provision for long service payments 27 680 84 680 85 Deferred taxation 28 2,058 253 1,613 201

2,738 337 2,293 286

Net assets 40,588 4,999 39,627 4,933

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Statement of Financial PositionAs at 31 March 2012


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2012 2011 Notes HK$’000 A$’000 HK$’000 A$’000

Capital and reserves Share capital 29 12,773 1,573 12,773 1,590 Retained profits 30(b) (10,353) (1,275) (6,364) (793) Reserves 30(b) 38,168 4,701 33,218 4,136

Total equity 40,588 4,999 39,627 4,933

The financial statements on pages 15 to 69. were approved by the board of directors on 30 May 2012 and signed on its behalf by:


The statement of financial position should be read in conjunction with the accompanying notes with specific reference to the accounting policy on the translation of the consolidated financial statements from Hong Kong dollars to Australian dollars.

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Consolidated Statement of Changes in EquityFor the year ended 31 March 2012


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Asset Capital Exchange Capital Share Share Capital revaluation reserve on fluctuation redemption Total Retained Proposed capital premium surplus reserve consolidation reserve reserve reserves profits dividend Total HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

At 1 April 2010 12,773 6,463 12,964 63,218 2,239 4,658 3,000 92,542 39,148 3,930 148,393

Net loss for the year – – – – – – – – (514) – (514)Other comprehensive income for the year – – – 17,052 – 2,530 – 19,582 – – 19,582

Total comprehensive income for the year – – – 17,052 – 2,530 – 19,582 (514) – 19,068

Dividend paid – – – – – – – – – (3,930) (3,930)

At 31 March 2011 and at 1 April 2011 12,773 6,463 12,964 80,270 2,239 7,188 3,000 112,124 38,634 – 163,531

Net loss for the year – – – – – – – – (6,557) – (6,557)Other comprehensive income for the year – – – 14,020 – 3,074 – 17,094 – – 17,094

Total comprehensive income for the year – – – 14,020 – 3,074 – 17,094 (6,557) – 10,537

At 31 March 2012 12,773 6,463 12,964 94,290 2,239 10,262 3,000 129,218 32,077 – 174,068

Australian dollars equivalents (A$’000)

At 31 March 2012 1,573 796 1,597 11,614 276 1,264 369 15,916 3,951 – 21,440

At 31 March 2011 1,590 804 1,614 9,996 279 895 374 13,962 4,811 – 20,363

The consolidated statement of changes in equity should be read in conjunction with the accompanying notes with specific reference to the accounting policy on the translation of the consolidated financial statements from Hong Kong dollars to Australian dollars.

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Consolidated Statement of Cash FlowsFor the year ended 31 March 2012


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2012 2011 Notes HK$’000 A$’000 HK$’000 A$’000

Cash flows from operating activitiesLoss before taxation (4,316) (532) (152) (19)

Adjustments for: Amortisation and depreciation 8 4,697 579 4,108 512 Fair value gains in respect of investment properties 16 (4,883) (601) (1,208) (150) Interest income 7 (697) (86) (169) (21) Finance costs 10 183 23 184 22 Exchange loss – – 71 8 Impairment loss on goodwill 8 303 37 – – Tax refund 7 (1,504) (185) – – Loss on disposal of intangible assets 8 7 1 – –

Operating (loss)/profit before working capital changes (6,210) (764) 2,834 352

(Increase)/decrease in inventories (27) (3) 13 2Decrease in trade receivables 1,057 130 654 81(Increase)/decrease in prepayments, deposits and other receivables (4,125) (508) 1,358 169Decrease in amount due from a related company 428 53 – –Increase/(decrease) in trade and other payables 815 100 (507) (63)

Cash (used in)/generated from operations (8,062) (992) 4,352 541

Interest paid (183) (23) (184) (22)

Net cash (used in)/generated from operating activities (8,245) (1,015) 4,168 519

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Consolidated Statement of Cash FlowsFor the year ended 31 March 2012


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2012 2011 Notes HK$’000 A$’000 HK$’000 A$’000

Cash flows from investing activitiesPurchase of property, plant and equipment – – (33) (4)Proceed from disposal of intangible assets 441 54 – –Interest received 697 86 169 21

Net cash generated from investing activities 1,138 140 136 17

Cash flows from financing activitiesBank loan repayments – – (7,455) (929)Proceeds from bank loan – – 13,874 1,728Dividend paid – – (3,930) (489)

Net cash generated from financing activities – – 2,489 310

Net (decrease)/increase in cash and cash equivalents (7,107) (875) 6,793 846

Cash and cash equivalents at the beginning of the year 36,174 4,456 28,747 3,579

Effects of exchange rate changes on the balance of cash held in foreign currencies 1,526 187 634 80

Cash and cash equivalents at the end of the year 30,593 3,768 36,174 4,505

Analysis of balances of cash and cash equivalents

Cash and bank balances 30,593 3,768 36,174 4,505

The consolidated statement of cash flows should be read in conjunction with the accompanying notes with specific reference to the accounting policy on the translation of the consolidated financial statements from Hong Kong dollars to Australian dollars.

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Notes to the Consolidated Financial StatementsFor the year ended 31 March 2012


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1. CORPORATE INFORMATION

The Company was incorporated on 25 February 1972 in Hong Kong with limited liability and its shares are listed on Australian Stock Exchange.

The Hong Kong registered office and principal place of business of the Company is located at 15/F, Yat Chau Building, 262 Des Voeux Road Central, Hong Kong.

The Company is an investment holding company. The principal activities of its subsidiaries are set out in Note 18 to the consolidated financial statements.

2. APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS (“HKFRSs”)

The Hong Kong Institute of Certified Public Accountants (the “HKICPA”) has issued certain new and revised standards, amendments and interpretations (the “new HKFRSs”) to existing standards have been published that are mandatory for accounting periods beginning on or after 1 April 2011. A summary of the effect on initial adoption of these new HKFRSs is set out below.

HKFRSs (Amendments) Improvements to HKFRSs issued in 2010HKAS 24 (Revised) Related Party DisclosuresHKFRS 1 (Amendment) Limited Exemption from Comparative HKFRS 7 – Disclosures for First-time AdoptersHK(IFRIC) – Int 14 (Amendment) Prepayments of a Minimum Funding RequirementHK(IFRIC) – Int 19 Extinguishing Financial Liabilities with Equity Instruments

The directors consider that the application of these new HKFRSs has no material impact on the results and the financial position of the Group.

The Group has not early applied the following new and revised standards, amendments and interpretations that have been issued but are not yet effective.

HKFRS 1 (Amendment) Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters1

HKFRS 1 (Amendments) Government Loans4

HKFRS 7 (Amendments) Disclosures – Transfers of Financial Assets1

HKFRS 7 (Amendments) Disclosures – Offsetting Financial Assets and Financial Liabilities4

HKFRS 7 and HKFRS 9 (Amendments) Mandatory Effective Date of HKFRS 9 and Transition Disclosures6

HKFRS 9 Financial Instruments6

HKFRS 10 Consolidated Financial Statements4

HKFRS 11 Joint Arrangements4

HKFRS 12 Disclosures of Interests in Other Entities4

HKFRS 13 Fair Value Measurements4

HKAS 1 (Amendments) Presentation of Items of Other Comprehensive Income3

HKAS 12 (Amendments) Deferred Tax – Recovery of Underlying Assets2

HKAS 19 (as revised in 2011) Employee Benefits4

HKAS 27 (as revised in 2011) Separate Financial Statements4

HKAS 28 (as revised in 2011) Investments in Associates and Joint Ventures4

HKAS 32 (Amendments) Presentation – Offsetting Financial Assets and Financial Liabilities5

HK(IFRIC) – Int 20 Stripping Costs in the Production Phase of a Surface Mine4

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2. APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS (“HKFRSs”) (Continued)

1 Effective for annual periods beginning on or after 1 July 20112 Effective for annual periods beginning on or after 1 January 20123 Effective for annual periods beginning on or after 1 July 20124 Effective for annual periods beginning on or after 1 January 20135 Effective for annual periods beginning on or after 1 January 20146 Effective for annual periods beginning on or after 1 January 2015

The amendments to HKFRS 7 increase the disclosure requirements for transactions involving transfers of financial assets. These amendments are intended to provide greater transparency around risk exposures when a financial asset is transferred but the transferor retains some level of continuing exposure in the asset. The amendments also require disclosures where transfers of financial assets are not evenly distributed throughout the period.

The revised disclosure requirements contained in the amendments HKFRS 7 are intended to help investors and other financial statements users to better assess the effect or potential effect of offsetting arrangements on a company’s financial position. The amendments also improve transparency in the reporting of how companies mitigate credit risk, including disclosure of related collateral pledged or received. Companies and other entities are required to apply the amendments for annual periods beginning on or after 1 January 2013, and also interim periods within those annual periods. The required disclosures should be provided retrospectively.

HKFRS 9 issued in 2009 introduces new requirements for the classification and measurement of financial assets. HKFRS 9 amended in 2010 includes the requirements for the classification and measurement of financial liabilities and for derecognition.

Key requirements of HKFRS 9 are described as follows:

• HKFRS 9 requires all recognised financial assets that are within the scope of HKAS 39“Financial Instruments: Recognition and Measurement” to be subsequently measured at amortised cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortised cost at the end of subsequent reporting periods. All other debt investments and equity investments are measured at their fair values at the end of subsequent accounting periods. In addition, under HKFRS 9, entities may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognised in profit or loss.

• The most significant effect of HKFRS 9 regarding the classification and measurement of financialliabilities relates to the presentation of changes in the fair value of a financial liability (designated as at fair value through profit or loss) attributable to changes in the credit risk of that liability. Specifically, under HKFRS 9, for financial liabilities that are designated as at fair value through profit or loss, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is presented in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability’s credit risk are not subsequently reclassified to profit or loss. Previously, under HKAS 39, the entire amount of the change in the fair value of the financial liability designated as at fair value through profit or loss was presented in profit or loss.

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HKFRS 9 is effective for annual periods beginning on or after 1 January 2015, with earlier application permitted.

HKFRS 10 replaces the parts of HKAS 27 “Consolidated and Separate Financial Statements” that deal with consolidated financial statements and HK (SIC) – Int 12 “Consolidation – Special Purpose Entities”. HKFRS 10 includes a new definition of control that contains three elements: (a) power over an investee, (b) exposure, or rights, to variable returns from its involvement with the investee, and (c) the ability to use its power over the investee to affect the amount of the investor’s returns. Extensive guidance has been added in HKFRS 10 to deal with complex scenarios.

HKFRS 11 replaces HKAS 31 “Interests in Joint Ventures” and HK (SIC) – Int 13 “Jointly Controlled Entities – Non-Monetary Contributions by Venturers”. HKFRS 11 deals with how a joint arrangement of which two or more parties have joint control should be classified. Under HKFRS 11, joint arrangements are classified as joint operations or joint ventures, depending on the rights and obligations of the parties to the arrangements. In contrast, under HKAS 31, there are three types of joint arrangements: jointly controlled entities, jointly controlled assets and jointly controlled operations.

In addition, joint ventures under HKFRS 11 are required to be accounted for using the equity method of accounting, whereas jointly controlled entities under HKAS 31 can be accounted for using the equity method of accounting or proportionate accounting.

HKFRS 12 is a standard for disclosure and is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. In general, the disclosure requirements in HKFRS 12 are more extensive than those in the current standards.

These standards are effective for annual periods beginning on or after 1 January 2013. Earlier application is permitted provided that all of these five standards are applied early at the same time.

HKFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. The standard defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. The scope of HKFRS13 is broad; it applies to both financial instrument items and non-financial instrument items for which other HKFRSs require or permit fair value measurements and disclosures about fair value measurements, except in specified circumstances. In general, the disclosure requirements in HKFRS13 are more extensive than those in the current standards. For example, quantitative and qualitative disclosures based on the three-level fair value hierarchy currently required for financial instruments only under HKFRS 7 “Financial Instruments: Disclosures” will be extended by HKFRS 13 to cover all assets and liabilities within its scope.

HKFRS 13 is effective for annual periods beginning on or after 1 January 2013, with earlier application permitted.

The amendments to HKAS 1 retain the option to present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements. However, the amendments to HKAS 1 require additional disclosures to be made in the other comprehensive income section such that items of other comprehensive income are grouped into two categories: (a) items that will not be reclassified subsequently to profit or loss; and (b) items that may be reclassified subsequently to profit or loss when specific conditions are met. Income tax on items of other comprehensive income is required to be allocated on the same basis.

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The amendments to HKAS 1 are effective for annual periods beginning on or after 1 July 2012. The presentation of items of other comprehensive income will be modified accordingly when the amendments are applied in the future accounting periods.

The amendments to HKAS 12 provide an exception to the general principles in HKAS 12 that the measurement of deferred tax assets and deferred tax liabilities should reflect the tax consequences that would follow from the manner in which the entity expects to recover the carrying amount of an asset. Specifically, under the amendments, investment properties that are measured using the fair value model in accordance with HKAS 40 “Investment Property” are presumed to be recovered through sale for the purposes of measuring deferred taxes, unless the presumption is rebutted in certain circumstances.

The amendments to HKAS 12 are effective for annual periods beginning on or after 1 January 2012.

The amendments to HKAS 19 change the accounting for defined benefit plans and termination benefits. The most significant change relates to the accounting for changes in defined benefit obligations and plan assets. The amendments require the recognition of changes in defined benefit obligations and in the fair value of plan assets when they occur, and hence eliminate the ‘corridor approach’ permitted under the previous version of HKAS 19. The amendments require all actuarial gains and losses to be recognised immediately through other comprehensive income in order for the net pension asset or liability recognised in the consolidated statement of financial position to reflect the full value of the plan deficit or surplus.

The amendments to HKAS 19 are effective for annual periods beginning on or after 1 January 2013 and require retrospective application with certain exceptions.

The amendments to HKAS 32 address inconsistencies in current practice when applying the offsetting criteria and clarify:

• themeaningof“currentlyhasalegallyenforceablerightofset-off”;and

• thatsomegrosssettlementsystemsmaybeconsideredequivalenttonetsettlement.

The amendments are effective for annual periods beginning on or after 1 January 2014 and are required to be applied retrospectively.

The Group is in the process of assessing the potential impact of the above new HKFRSs upon initial application but is not yet in a position to state whether the above new HKFRSs will have a significant impact on the Group’s and the Company’s results of operations and financial position.

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards (which also include Hong Kong Accounting Standards (“HKASs”) and Interpretations) issued by the HKICPA, accounting principles generally accepted in Hong Kong, the Hong Kong Companies Ordinance and the applicable disclosure requirements of Australian Stock Exchange Listing Rules.

The preparation of the consolidated financial statements in conformity with HKFRSs requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.

Judgments made by management in the application of HKFRSs that have significant effect on the consolidated financial statements and estimates with a significant risk of material adjustments in the next year are discussed in Note 4 to the consolidated financial statements.

The consolidated financial statements have been prepared on the historical cost basis except for certain properties that are measured at fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

A summary of the significant accounting policies adopted by the Group in the preparation of the consolidated financial statements is set out below:

Basis of preparation

The measurement basis used in the preparation of the consolidated financial statements is historical cost as modified for the revaluation of land and buildings and investment properties which are carried at fair value as explained in the accounting policies set out below.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basis of consolidation (Continued)

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

Subsidiaries

A subsidiary is an entity in which the Company, directly or indirectly, controls more than half of its voting power or issued share capital or controls the composition of its board of directors; or over which the Company has a contractual right to exercise a dominant influence with respect to that entity’s financial and operating policies.

The results of subsidiaries are included in the Company’s statement of comprehensive income to the extent of dividends received and receivable. The Company’s interests in subsidiaries are stated at cost less any impairment losses.

Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see the accounting policy above) less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit on a pro-rata basis based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss in the consolidated statement of comprehensive income. An impairment loss recognised for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Property, plant and equipment

Properties held for own use where the fair values of the leasehold interest in the land and buildings cannot be measured separately at the inception of the lease and the building is not clearly held under an operating lease, are stated in the consolidated statement of financial position at their revalued amount, being their fair value at the date of revaluation less any subsequent accumulated depreciation.

Buildings held for own use which are situated on leasehold land, where the fair value of the building could be measured separately from the fair value of the leasehold land at the inception of the lease, are stated in the consolidated statement of financial position at their revalued amount, being their fair value at the date of revaluation less any subsequent accumulated depreciation.

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Property, plant and equipment (Continued)

Revaluations are performed periodically by external independent valuers. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the assets and the net amount is restated to the revalued amount of the assets.

Any revaluation increase arising on revaluation of leasehold land and buildings is credited to the properties revaluation reserve, except to the extent that it reverses a revaluation decrease of the same asset previously recognised as an expense, in which case the increase is credited to the consolidated statement of comprehensive income to the extent of the decrease previously charged. A decrease in net carrying amount arising on revaluation of an asset is dealt with as an expense to the extent that it exceeds the balance, if any, on the properties revaluation reserve relating to a previous revaluation of that asset. On the subsequent sale or retirement of a revalued asset, the attributable revaluation surplus is transferred to retained profits.

Other property, plant and equipment (excluding construction in progress) are stated at cost less accumulated depreciation and impairment losses.

The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the assets to its location and working condition for its intended use. Expenses incurred after item of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to the consolidated statement of comprehensive income in the period in which it is incurred. In situation where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of an item of property, plant and equipment and the cost of the item can be measured reliably, the expenditure is capitalised as an additional cost of that asset or as a replacement.

Depreciation is provided to write off the cost or valuation of items of property, plant and equipment over their estimated useful lives and after taking into account their estimated residual value, at the following rates per annum:

Land and buildings Over the unexpired terms of the leasesLeasehold improvements 20% on the reducing balance methodPlant and equipment 20% on the reducing balance methodMotor vehicles 20% on the reducing balance method

Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is allocated on a reasonable basis among the parts and each part is depreciated separately.

Residual values, useful lives and depreciation method are reviewed, and adjusted if appropriate, at the end of each reporting period.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement recognised in the consolidated statement of comprehensive income in the year the asset is derecognised is the difference between the net sales proceeds and the carrying amount of the relevant asset.F

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Investment properties

Investment properties are interests in land and buildings (including the leasehold interest held under an operating lease which would otherwise meet the definition of an investment property) held to earn rental income and/or for capital appreciation, rather than for use in the production or supply of goods or services or for administrative purposes; or for sale in the ordinary course of business. Such properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the end of each reporting period.

Gain or loss arising from changes in fair values of investment properties are included in the consolidated statement of comprehensive income in the year in which they arise.

Any gains or losses on the retirement or disposal of an investment property are recognised in the consolidated statement of comprehensive income in the year of retirement or disposal.

For a transfer from investment property to owner occupied property, the deemed cost of property for subsequent accounting is its fair value at the date of change in use.

Intangible assets (other than goodwill)

Intangible assets represent golf club membership. Intangible assets are carried at cost less accumulated amortisation and impairment losses. Intangible assets are amortised over their estimated useful lives of 20 years on a straight line basis. Intangible assets are tested for impairment either individually or at the cash-generating unit level when there is an indication that an asset may be impaired. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss is recognised as income immediately.

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Leasehold land for own use

When a lease includes both land and building elements, the Group assesses the classification of each element as a finance or an operating lease separately based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the Group, unless it is clear that both elements are operating leases in which case the entire lease is classified as an operating lease. Specifically, the minimum lease payments (including any lumpsum upfront payments) are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of the lease.

To the extent the allocation of the lease payments can be made reliably, interest in leasehold land that is accounted for as an operating lease is presented as “prepaid lease payments” in the consolidated statement of financial position and is amortised over the lease term on a straight-line basis. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease and accounted for as property, plant and equipment.

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Impairment of non-financial assets

Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than inventories, goodwill, investment properties and financial assets), the asset’s recoverable amount is estimated. An asset’s recoverable amount is calculated as the higher of the asset’s or cash-generating unit’s value in use and its fair value less costs to sell, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to the consolidated statement of comprehensive income in the period in which it arises.

An assessment is made at the end of each reporting period as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss of an asset other than goodwill and certain financial assets is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset, however not to an amount higher than the carrying amount that would have been determined (net of any depreciation/amortisation) had no impairment loss been recognised for the asset in prior years. A reversal of such impairment loss is credited to the consolidated statement of comprehensive income in the period in which it arises.

Financial instruments

Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial assets

Financial assets are classified into loans and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at fair value through profit or loss.

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Financial instruments (Continued)

Financial assets (Continued)

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including trade and other receivables, amount due from a related company and cash and bank balances) are measured at amortised cost using the effective interest method, less any impairment.

Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For all other financial assets, objective evidence of impairment could include:

• significantfinancialdifficultyoftheissuerorcounterparty;or

• breachofcontract,suchasadefaultordelinquencyininterestorprincipalpayments;or

• itbecomingprobablethattheborrowerwillenterbankruptcyorfinancialre-organisation;or

• thedisappearanceofanactivemarketforthatfinancialassetbecauseoffinancialdifficulties.

For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 10 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods (see the accounting policy below).

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

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Financial assets (Continued)

Impairment of financial assets (Continued)

For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

Financial liabilities and equity instruments

Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

Other financial liabilities

Other financial liabilities (including trade and other payables and bank borrowings) are subsequently measured at amortised cost using the effective interest method.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Interest expense is recognised on an effective interest basis other than financial liabilities classified as at fair value through profit or loss.F

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Derecognition

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group continues to recognise the asset to the extent of its continuing involvement and recognises an associated liability. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss.

On derecognition of a financial asset other than in its entirety, the Group allocates the previous carrying amount of the financial asset between the part it continues to recognise, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in profit or loss. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

Inventories

Inventories comprise of souvenirs, incense and refreshments and are stated at the lower of cost and net realisable value. Cost is determined on the first-in, first-out basis and includes all costs of purchase and all other costs incurred in bringing the inventories to their present location and condition. Net realisable value is based on estimated selling prices less any estimated costs to be incurred to completion and disposal.

Cash and cash equivalents

For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand and demand deposits, and short term highly liquid investments which are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, and have a short maturity of generally within three months when acquired, less bank overdrafts which are repayable on demand and form an integral part of the Group’s cash management.

For the purpose of the consolidated statement of financial position, cash and bank balances comprise cash on hand and at banks, including term deposits, which are not restricted as to use.F

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Provisions and contingent liabilities

A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.

When the effect of discounting is material, the amount recognised for a provision is the present value at the end of the reporting period of the future expenditures expected to be required to settle the obligation.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefit is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

Related party transactions

(a) A person, or a close member of that person’s family, is related to the Group if that person:

(i) has control or joint control over the Group;

(ii) has significant influence over the Group; or

(iii) is a member of the key management personnel of the Group or the Group’s parent.

(b) An entity is related to the Group if any of the following conditions applies:

(i) the entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others);

(ii) one entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member);

(iii) the entity and the Group are joint ventures of the same third party;

(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;

(v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group;

(vi) the entity is controlled or jointly controlled by a person identified in (a);

(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

Close family members of an individual are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

A transaction is considered to be a related party transaction when there is a transfer of resources and obligations between related parties.

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Foreign currencies

These consolidated financial statements are presented in Hong Kong dollars, which is the Company’s functional and presentation currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Foreign currency transactions are initially recorded using the functional currency rates ruling at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rates of exchange ruling at the end of the reporting period. All differences are taken to the consolidated statement of comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

The functional currencies of certain overseas subsidiaries are currencies other than the Hong Kong dollar. As at the end of each reporting period, the assets and liabilities of these entities are translated into the presentation currency of the Company at the exchange rates ruling at the end of each reporting period, and their statement of comprehensive incomes are translated into Hong Kong dollars at the weighted average exchange rates for the year. The resulting exchange differences are included in the exchange fluctuation reserve. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the consolidated statement of comprehensive income.

Translation of the consolidated financial statements from Hong Kong dollars to Australian dollars

The Group’s consolidated financial records and its statutory consolidated financial statements are maintained and stated in Hong Kong dollars. All amounts in the consolidated financial statements have been translated from Hong Kong dollars to Australian dollars for the convenience of readers only and have been made at the exchange rate prevailing as at 31 March 2012 being A$1 = HK$8.1185 (2011: A$1 = HK$8.0307). The Australian dollar consolidated statement of comprehensive income, consolidated and single entity’s statement of financial position, consolidated statement of changes in equity, consolidated statement of cash flows and notes to the consolidated financial statements are presented as supplementary information and for illustrative purposes only. For the purposes of these consolidated financial statements, unless otherwise indicated, the aforementioned exchange rates have been used, where applicable, for purposes of illustration only and do not constitute a representation that any amounts have been, could have been, or may be, exchanged at these or any other rates.

The consolidated financial statements expressed in Hong Kong dollars should be interpreted as the approved consolidated financial statements of the Group and of the Company that are in compliance with HKFRSs.

Revenue recognition

Revenue is recognised when it is probable that economic benefits will flow to the Group and the revenue can be measured reliably on the following bases:

• Serviceincomefrommemorialhallsisrecognisedwhenservicesarerendered.

• Entrancefeesarerecognisedwhencustomersbuyentranceticketsofthetouristattractionproject.

• Revenuefromsalesofsouvenirsandconsumablegoodsfromshopsisrecognisedwhencustomersbuygoods from the tourist attraction project (when the significant risks and rewards of ownership have been transferred to the buyer, provided that the Group maintains neither managerial involvement to the degree usually associated with ownership, nor effective control over the goods sold).

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Revenue recognition (Continued)

• Donationincomeisrecognisedwhenreceived.

• Interestincomeisrecognisedasitaccruesusingtheeffectinterestmethod.

• Rental income receivable under operating leases is recognised in the consolidated statement ofcomprehensive income in equal instalments over the periods covered by the lease term, except where an alternative basis is more representative of the pattern of benefits to be derived from the use of the leased asset. Lease incentives granted are recognised in the consolidated statement of comprehensive income as an integral part of the aggregate net lease payments receivable.

Employee benefits

Provision for long service payments

Certain of the Group’s employees have completed the required number of years of service to the Group in order to be eligible for long service payments under the Hong Kong Employment Ordinance in the event of the termination of their employment. The Group is liable to make such payments in the event that such a termination of employment meets the circumstances specified in the Employment Ordinance.

A provision is recognised in respect of the probable future long service payments expected to be made. The provision is based on the best estimate of the probable future payments which have been earned by the employees from their services to the Group to the end of the reporting period.

Short term employee benefits and contributions to defined contribution retirement plans

Salaries, annual bonuses, paid annual leave, contributions to defined contribution plans and the cost of non-monetary benefits are accrued in the year in which the associated services are rendered by employees. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present value.

The Group operates a defined contribution Mandatory Provident Fund retirement benefits scheme (the “MPF Scheme”) under the Mandatory Provident Fund Schemes Ordinance for those employees who are eligible to participate in the MPF Scheme. Contributions are made based on a percentage of the employees’ basic salaries and are charged to the consolidated statement of comprehensive income as they become payable in accordance with the rules of the MPF Scheme. The Group’s employer contributions vest fully with the employees when contributed into the MPF Scheme. The assets of the MPF Scheme are held separately from those of the Group in an independently administered fund.

The employees of the Group’s subsidiaries which operate in Mainland China are required to participate in a central pension scheme operated by the local municipal government. The contributions are charged to the consolidated statement of comprehensive income as they become payable in accordance with the rules of the central pension scheme.

Borrowing costs

Borrowing costs are recognised as expensed in the consolidated statement of comprehensive income in the period in which they are incurred.

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Income tax

Income tax comprises current and deferred tax. Income tax is recognised in the consolidated statement of comprehensive income, or in equity if it relates to items that are recognised in the same or a different period directly in equity.

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities.

Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

• wherethedeferredtaxliabilityarisesfromgoodwillortheinitialrecognitionofanassetorliabilityina transaction that is not a business combination and, at the time of the transaction, effects neither the accounting profit nor taxable profit or loss; and

• in respect of taxable temporary differences associated with investments in subsidiaries, associatesand interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carryforward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax credits and unused tax losses can be utilised except:

• where the deferred tax asset relating to the deductible temporary differences arises from the initialrecognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• in respect of deductible temporary differences associatedwith investments in subsidiaries, associatesand interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Conversely, previously unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of each reporting period.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

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Dividends

Final dividends proposed by the directors are classified as a separate allocation of retained profits within the equity section of the consolidated statement of financial position, until they have been approved by the shareholders in a general meeting. When these dividends have been approved by the shareholders and declared, they are recognised as a liability.

Interim dividends are simultaneously proposed and declared, because the Company’s memorandum and articles of association grant the directors the authority to declare interim dividends. Consequently, interim dividends are recognised immediately as a liability when they are proposed and declared.

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates and assumptions

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(a) Income taxes

The Group is subject to income taxes in Hong Kong and the People’s Republic of China (the “PRC”). Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

(b) Fair value estimation

The carrying amounts of the Group’s financial assets, including cash and bank balances, trade and other receivables, amount due from a related company, and financial liabilities, including trade and other payables and interest-bearing bank borrowings, approximate their fair values due to their short maturities. The face values less any credit adjustments for financial assets and liabilities with a maturity of less than one year are assumed to approximate their fair values.

The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate available to the Group for similar financial instruments.F

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4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (Continued)

(c) Estimate of fair value of land and buildings and investment properties

The best evidence of fair value is current prices in an active market for similar lease and other contracts. In the absence of such information, the Group determines the amount within a range of reasonable fair value estimates. In making its judgment, the Group considers information from a variety of sources including:

(i) current prices in an active market for properties of different nature, condition or location (or subject to different lease or other contracts), adjusted to reflect those differences;

(ii) recent prices of similar properties in less active markets, with adjustments to reflect any changes in economic conditions since the date of the transactions that occurred at those prices; and

(iii) discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of any existing lease and other contracts, and (where possible) from external evidence such as current market rents for similar properties in the same location and condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of the cash flows.

If information on current or recent prices of land and buildings and investment properties are not available, the fair values of land and buildings and investment properties are determined using discounted cash flow valuation techniques. The Group uses assumptions that are mainly based on market conditions existing at the end of each reporting period.

The principal assumptions underlying management’s estimation of fair value are those related to: the receipt of contractual rentals; expected future market rentals; void periods; maintenance requirements; and appropriate discount rates. These valuations are regularly compared to actual market yield data, and actual transactions by the Group and those reported by the market.

The expected future market rentals are determined on the basis of current market rentals for similar properties in the same location and condition.

(d) Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating units and a suitable discount rate in order to calculate present value.

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5. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT

(a) Categories of financial instruments

2012 2011 HK$’000 A$’000 HK$’000 A$’000

The Group

Financial assets

Loans and receivables (including cash and cash equivalents) 33,147 4,083 38,354 4,776

Financial liabilities

Measured at amortised cost 15,485 1,907 14,656 1,825

The Company

Financial assets

Loans and receivables (including cash and cash equivalents) 32,026 3,945 23,234 2,893

Financial liabilities

Measured at amortised cost 35,804 4,410 19,176 2,388

(b) Financial risk management objectives and policies

The main risks arising from the Group’s and the Company’s financial instruments are market risk (including interest rate risk and foreign currency risk), credit risk and liquidity risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below.

Market risk

The Group’s and the Company’s activities expose it primarily to the financial risks of changes in interest rates and foreign currency exchange rates.

Market exposures are measured by sensitivity analysis.

There has been no change to the Group’s and the Company’s exposure to market risk or the manner in which it manages and measures the risk.

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5. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT (Continued)

(b) Financial risk management objectives and policies (Continued)

Market risk (Continued)

Interest rate risk management

As the Group and the Company has no significant interest-bearing assets, the Group’s and the Company’s income and operating cash flows are substantially independent of changes in market interest rates.

The Group’s and the Company’s cash flow interest rate risk relates primarily to variable-rate borrowings. It is the Group’s and the Company’s policy to keep its borrowings at floating rate of interests so as to minimise the fair value interest rate risk.

The Group’s and the Company’s exposures to interest rates on financial liabilities are detailed in 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 prevailing market rates arising from the Group’s and the Company’s Hong Kong dollar denominated borrowings.

Sensitivity analysis on interest rate risk management

The sensitivity analysis below has been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the end of the reporting period. For variable-rate borrowings, the analysis is prepared assuming the amount of liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease in prevailing market rates 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 and the Company’s loss for the year ended 31 March 2012 would increase/decrease by approximately HK$69,000 (A$8,000) (2011: increase/decrease by approximately HK$69,000 (A$9,000)). This is mainly attributable to the Group’s and the Company’s exposure to interest rates on its variable-rate bank borrowings.

The Group’s and the Company’s sensitivity to interest rates is stable during the current year because there is no change in variable-rate bank borrowings.

Foreign currency risk management

The Group and the Company has transactional currency exposures. Such exposures arise from sales and purchases by operating units in currencies other than the units’ functional currency. The Group’s and the Company’s markets mainly located in the PRC and its sales and purchases are denominated in Hong Kong dollars and RMB.F

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Market risk (Continued)

Foreign currency risk management (Continued)

The carrying amounts of the Group’s and the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of each reporting period are as follows:

Liabilities Assets HK$’000 A$’000 HK$’000 A$’000

As at 31 March 2012

Australian dollars – – 113 14

As at 31 March 2011

Australian dollars – – 52 6

Sensitivity analysis on foreign currency risk management

The Group and the Company is mainly exposed to the effects of fluctuation in Australian dollars.

The following table details the Group’s and the Company’s sensitivity to a 5% increase and decrease in Hong Kong dollars against the relevant foreign currencies. 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 adjusts their translation at the year end for a 5% change in foreign currency rates. A negative number below indicates a decrease in profit where the Hong Kong dollars strengthen 5% against the relevant currency. For a 5% weakening of the Hong Kong dollars against the relevant currency, there would be an equal and opposite impact on the profit, and the balance below would be positive.

As at 31 March

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Impact of Australian dollarsProfit or loss (note (i)) (6) (1) (3) –

Note:

(i) This is mainly attributable to the exposure outstanding on cash and bank balances denominated in Australian dollars not subject to cash flow hedge at year end.

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Credit risk

As at 31 March 2012 and 2011, 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 is arising from the carrying amount of the respective recognised financial assets as stated in the consolidated statement of financial position.

The Group and the Company has put in place policies to ensure that sales are made to recognised and creditworthy third parties. It is the Group’s and the Company’s policy that all customers are required to pay deposits. In addition, receivable balances are monitored on an ongoing basis. In this regard, the directors of the Company consider that the Group’s and the Company’s credit risk is significantly reduced.

Other than concentration of credit risk on liquid funds which are deposited with several banks with high credit ratings, the Group and the Company does not have any other significant concentration of credit risk.

Liquidity risk

The Group’s and the Company’s liquidity risk management includes diversifying the funding sources. Internally generated cash flow and interest-bearing bank borrowings during the year are the general source of funds to finance the operation of the Group and the Company. The Group and the Company regularly reviews its major funding positions to ensure that it has adequate financial resources in meeting its financial obligations.

The following table details the Group’s and the Company’s remaining contractual maturity for its financial liabilities which are included in the maturity analysis provided internally to the key management personnel for the purpose of managing liquidity risk. For non-derivative financial liabilities, the table reflects the undiscounted cash flows of financial liabilities based on the earliest date on which the Group and the Company can be required to pay. The tables include both interest and principal cash flows.

Weighted average Total Total effective Within Over undiscounted carrying interest rate 1 year 1 year cash flows amount % HK$’000 HK$’000 HK$’000 HK$’000The Group

As at 31 March 2012

Non-derivative financial liabilitiesTrade and other payables – 1,611 – 1,611 1,611Interest-bearing bank borrowings 1.4 13,874 – 13,874 13,874

15,485 – 15,485 15,485

Australian dollars equivalents (A$’000) 1,907 – 1,907 1,907

As at 31 March 2011

Non-derivative financial liabilitiesTrade and other payables – 782 – 782 782Interest-bearing bank borrowings 1.2 13,874 – 13,874 13,874

14,656 – 14,656 14,656


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Liquidity risk (Continued)

Weighted average Total Total effective Within Over undiscounted carrying interest rate 1 year 1 year cash flows amount % HK$’000 HK$’000 HK$’000 HK$’000The CompanyAs at 31 March 2012

Non-derivative financial liabilitiesAmounts due to subsidiaries – 21,687 – 21,687 21,687Other payables and accruals – 243 – 243 243Interest-bearing bank borrowings 1.4 13,874 – 13,874 13,874

35,804 – 35,804 35,804


As at 31 March 2011

Non-derivative financial liabilitiesAmounts due to subsidiaries – 4,884 – 4,884 4,884Other payables and accruals – 418 – 418 418Interest-bearing bank borrowings 1.2 13,874 – 13,874 13,874

19,176 – 19,176 19,176


Fair value estimation

The fair values of financial assets and financial liabilities are determined as follows:

(i) The fair value of financial assets and financial liabilities with standard terms and conditions and traded in active markets are determined with reference to quoted market bid prices and ask prices respectively.

(ii) The fair value of other financial assets and financial liabilities (excluding derivative instruments) are determined in accordance with generally accepted pricing models (e.g. discounted cash flow analysis using observable and/or unobservable inputs).

(iii) The fair values of derivative instruments are calculated using quoted prices. Where such prices are not available, a discounted cash flow analysis is performed using the applicable yield curve for the duration of the instruments for non-optional derivatives, and option pricing models for optional derivatives.

The Group’s and the Company’s financial instruments that are measured subsequent to initial recognition at fair value are grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in activemarkets for identical assets and liabilities;

• Level2fairvaluemeasurementsarethosederivedfrominputsotherthanquotedpricesincludedwithin Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• Level3fairvaluemeasurementsarethosederivedfromvaluationtechniquesthatincludeinputsfor the asset or liability that are not based on observable market date (unobservable inputs).

No analysis is disclosed since the Group and the Company has no financial instruments that are measured subsequent to initial recognition at fair value at the end of the reporting period.

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(c) Capital risk management

The Group’s objectives when managing capital are to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The capital structure of the Group consists of debt (which includes interest-bearing bank borrowings) and equity attributable to owners of the Company, comprising issued share capital, reserves and retained earnings.

Gearing ratio

The directors review the capital structure regularly. As part of this review, the directors consider the cost of capital and the risks associated with each class of capital. This ratio is calculated based on total debt and owners’ equity.

The gearing ratio as at 31 March 2012 and 2011 are as follows:

As at 31 March

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Debt# 13,874 1,709 13,874 1,728Shareholders’ equity 174,068 21,440 163,531 20,363Gearing ratio 7.97% 8.48 %

# Total debt comprises interest-bearing bank borrowings as detailed in Note 26.

6. SEGMENT INFORMATION

The Group currently operates in one business segment in the management of its tourist attraction project. A single management team reports to the chief operating decision makers who comprehensively manage the entire business. Accordingly, the Group does not have separately reportable segments.

Revenue from major products and services

The Group’s revenue from its major products and services are as follows:

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Turnover:Service income from memorial halls 5,436 670 16,303 2,030Entrance fee income 2,344 288 2,346 292Donation income 633 78 581 72Sales of souvenir and consumable goods 5,164 636 5,241 653

13,577 1,672 24,471 3,047

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6. SEGMENT INFORMATION (Continued)

Geographical information

The Group operates in two principal areas – the PRC and Hong Kong.

The Group’s revenue from external customers and information about its non-current assets by geographical location are detailed below:

Revenue from external customers

2012 2011 HK$’000 A$’000 HK$’000 A$’000

PRC 13,577 1,672 24,471 3,047

Non-current assets

2012 2011 HK$’000 A$’000 HK$’000 A$’000

PRC 157,635 19,416 148,815 18,531Hong Kong 42,663 5,255 31,741 3,952

200,298 24,671 180,556 22,483

Information about major customer

During the years ended 31 March 2012 and 2011, no revenue from a single customer account for 10% or more of the Group’s revenue.

7. TURNOVER AND OTHER REVENUE

Turnover represents service income from memorial halls, entrance fee income, donation income and sales of souvenir and consumable goods from the operation of a tourist attraction project.

An analysis of the Group’s turnover and other revenue is as follow:

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Turnover:Service income from memorial halls 5,436 670 16,303 2,030Entrance fee income 2,344 288 2,346 292Donation income 633 78 581 72Sales of souvenir and consumable goods 5,164 636 5,241 653

13,577 1,672 24,471 3,047

Other revenue:Bank interest income 697 86 169 21Tax refund 1,504 185 – –Sundry income 4 1 – –Rental income 836 103 666 83

3,041 375 835 104

Total revenue 16,618 2,047 25,306 3,151

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7. TURNOVER AND OTHER REVENUE (Continued)

Other income from financial assets not designated as at fair value through profit or loss is as follows:

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Loans and receivables (including cash and bank balances) 697 86 169 21

8. LOSS FROM OPERATIONS

The Group’s loss from operations is arrived at after charging:

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Employee benefits expenses (excluding directors’ remuneration (Note 9)) – Salaries and other staff costs 7,534 925 8,196 1,021 – Pension scheme contributions 71 9 72 9

7,605 937 8,268 1,030

Depreciation of property, plant and equipment (Note 15) 4,359 537 3,775 470Amortisation of prepaid lease payments for land (Note 17) 317 39 304 38Amortisation of intangible assets (Note 19) 21 3 29 4

4,697 579 4,108 512

Auditors’ remuneration 292 36 350 44Cost of inventories sold 1,812 223 1,950 243Exchange loss – – 71 8Loss on disposal of intangible assets 7 1 – –Impairment loss on goodwill 303 37 – –

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9. DIRECTORS’ REMUNERATION

The board of directors of the Company is currently composed of one executive director and three non-executive directors.

The aggregate amount of emoluments payable to the directors of the Company during the year was approximately HK$1,524,000 (A$188,000) (2011: HK$1,563,000 (A$194,000)). The remuneration of every director for the years ended 31 March 2012 and 2011 was as follow:

2012: Pension Basic Director’s schemeName of director salaries fee Bonuses contributions Total HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Executive directorMr. William S. L. Yip 1,156 50 – 12 1,218

Non-executive directorsMr. M. B. Lee – 50 – – 50Mr. Chow Yuk Wah – 50 – – 50Mrs. Eva L. M. Yip – 50 – – 50

1,156 200 – 12 1,368

Australian dollars equivalents (A$’000) 162 25 – 1 188

2011: Pension Basic Director’s schemeName of director salaries fee Bonuses contributions Total HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Executive directorMr. William S. L. Yip 1,351 50 – 12 1,413

Non-executive directorsMr. M. B. Lee – 50 – – 50Mr. Chow Yuk Wah – 50 – – 50Mrs. Eva L. M. Yip – 50 – – 50

1,351 200 – 12 1,563

Australian dollars equivalents (A$’000) 168 25 – 1 194

There was no arrangement under which a director waived or agreed to waive any remuneration during the year (2011: Nil).

No emoluments were paid by the Group to the directors as an inducement to join or upon joining the Group or as compensation for loss of office (2011: Nil).

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9. DIRECTORS’ REMUNERATION (Continued)

The remuneration of the directors fell within the following bands:

Hong Kong dollars Australian dollars Number of directors

2012 2011

Nil – 80,307 Nil – 10,000 – 3Nil – 81,185 Nil – 10,000 3 –1,217,775 – 1,290,842 150,000 – 159,000 1 –1,365,219 – 1,445,518 170,000 – 179,999 – 1

4 4

10. FINANCE COSTS

The Group

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Interest on bank borrowings: – wholly repayable within five years 183 23 115 14 – not wholly repayable within five years – – 69 8

183 23 184 22

11. TAXATION

No provision for Hong Kong profits tax has been made as the Group has either tax losses brought forward to offset the estimated assessable profits or incurred a taxation loss for the year (2011: Nil).

The Group is subject to the PRC enterprise income tax at a rate of 25%. No assessable profit was estimated for the year ended 31 March 2012 and no provision for PRC enterprise income tax has been made (2011: Nil).

The Group

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Current taxation – Provision for the year – – – –

Deferred taxation (Note 28) 2,241 276 362 45

Tax charge for the year 2,241 276 362 45For

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11. TAXATION (Continued)

The charge for the year can be reconciled to the loss before taxation per the consolidated statement of comprehensive income as follow:

The Group:

2012 Hong Kong PRC Consolidated HK$’000 % HK$’000 % HK$’000 %

Profit/(loss) before taxation (5,832) 1,516 (4,316)

Tax at domestic income tax rate (962) (16.5) 379 25.0 (583) (13.5)

Estimated tax effect of income and expenses not taxable or deductible in determining profits tax 238 4.1 (694) (45.8) (456) (10.6)

Estimated tax effect of unrecognised temporary differences 132 2.3 2,150 141.8 2,282 52.9

Tax effect of unrecognised tax losses 592 10.1 406 26.8 998 23.1

Tax charge and effective tax rate for the year – – 2,241 147.8 2,241 51.9

2011 Hong Kong PRC Consolidated HK$’000 % HK$’000 % HK$’000 %

Profit/(loss) before taxation (6,322) 6,170 (152)

Tax at domestic income tax rate (1,043) (16.5) 1,542 25.0 499 328.3

Estimated tax effect of income and expenses not taxable or deductible in determining profits tax (465) (7.4) (2,522) (40.9) (2,987) (1,965.1)

Estimated tax effect of unrecognised temporary differences (67) (1.1) 362 5.9 295 194.1

Tax effect of unrecognised tax losses 1,575 25.0 980 15.9 2,555 1,680.9

Tax charge and effective tax rate for the year – – 362 5.9 362 238.2

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12. LOSS ATTRIBUTABLE TO OWNERS OF THE COMPANY

The net loss for the year attributable to owners of the Company for the year ended 31 March 2012 includes a loss of approximately HK$6,688,000 (A$824,000) (2011: approximately HK$7,113,000 (A$886,000)) which has been dealt with in the financial statements of the Company.

13. LOSS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY

The calculation of the basic loss per share is based on the net loss attributable to the owners of the Company for the year of approximately HK$6,557,000 (A$808,000) (2011: HK$514,000 (A$64,000)) and on the 98,250,000 (2011: 98,250,000) weighted average ordinary shares in issue during the year.

There was no diluting event existed during the years ended 31 March 2012 and 2011.

14. DIVIDENDS

The Directors do not recommend the payment of any dividend in respect of the year ended 31 March 2012 (2011: Nil).

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15. PROPERTY, PLANT AND EQUIPMENT

The Group:

Land & Plant and Leasehold Motor buildings equipment improvements vehicles Total HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

At cost/valuation:

At 1 April 2010 128,760 4,643 1,694 1,650 136,747Additions – 33 – – 33Revaluation surplus 16,042 – – – 16,042Elimination on revaluation (3,296) – – – (3,296)Exchange realignment 4,616 123 – 31 4,770

At 31 March 2011 and at 1 April 2011 146,122 4,799 1,694 1,681 154,296Revaluation surplus 12,730 – – – 12,730Elimination on revaluation (3,950) – – – (3,950)Exchange realignment 4,683 112 – 31 4,826

At 31 March 2012 159,585 4,911 1,694 1,712 167,902

Depreciation and impairment loss:

At 1 April 2010 – 3,228 1,355 1,479 6,062Charge for the year 3,296 392 67 20 3,775Elimination on revaluation (3,296) – – – (3,296)Exchange realignment – 66 – 28 94

At 31 March 2011 and at 1 April 2011 – 3,686 1,422 1,527 6,635Charge for the year 3,950 339 54 16 4,359Elimination on revaluation (3,950) – – – (3,950)Exchange realignment – 79 – 28 107

At 31 March 2012 – 4,104 1,476 1,571 7,151

Net book value:

At 31 March 2012 159,585 807 218 141 160,751

At 31 March 2011 146,122 1,113 272 154 147,661

Net book value in Australian dollars equivalents (A$’000)

At 31 March 2012 19,657 99 27 17 19,800

At 31 March 2011 18,195 139 34 19 18,387

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15. PROPERTY, PLANT AND EQUIPMENT (Continued)

The Company:

Land & Plant and Leasehold Motor buildings equipment improvements vehicles Total HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

At cost/valuation:

At 1 April 2010 16,983 1,926 1,504 944 21,357Additions – 33 – – 33Revaluation surplus 8,471 – – – 8,471Elimination on revaluation (459) – – – (459)

At 31 March 2011 and at 1 April 2011 24,995 1,959 1,504 944 29,402Revaluation surplus 5,393 – – – 5,393Elimination on revaluation (684) – – – (684)

At 31 March 2012 29,704 1,959 1,504 944 34,111

Depreciation and impairment loss:

At 1 April 2010 – 1,639 1,260 839 3,738Charge for the year 459 58 49 20 586Elimination on revaluation (459) – – – (459)

At 31 March 2011 and at 1 April 2011 – 1,697 1,309 859 3,865Charge for the year 684 53 39 17 793Elimination on revaluation (684) – – – (684)

At 31 March 2012 – 1,750 1,348 876 3,974

Net book value:

At 31 March 2012 29,704 209 156 68 30,137

At 31 March 2011 24,995 262 195 85 25,537

Net book value in Australian dollars equivalents (A$’000)

At 31 March 2012 3,659 26 19 8 3,712

At 31 March 2011 3,112 33 24 11 3,180For

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(a) Apart from certain leasehold land and buildings, the details of which are set out below, all property, plant and equipment are stated at cost.

The Group The Company

2012 2011 2012 2011 HK$’000 A$’000 HK$’000 A$’000 HK$’000 A$’000 HK$’000 A$’000

The net book value of medium-term leasehold land and buildings comprises:

In Hong Kong At valuation 38,070 4,689 31,220 3,887 25,660 3,161 21,100 2,627

In PRC At valuation 121,515 14,968 114,902 14,308 4,044 498 3,895 485

159,585 19,657 146,122 18,195 29,704 3,659 24,995 3,112

(b) (i) The Group’s leasehold land and buildings in Hong Kong were revalued at approximately HK$38,070,000 (A$4,689,000) (2011: HK$31,220,000 (A$3,887,000)) by qualified independent professional valuers, Messrs Knight Frank Petty Limited, Chartered Surveyors, as at 31 March 2012. The valuation was performed on an open market value basis.

As further explained in Note 30 to the consolidated financial statements, as required by the High Court of Hong Kong, any revaluation deficit or surplus for certain land and buildings in Hong Kong after capital reduction is required to be debited or credited to a separate capital reserve. However, no revaluation surplus was credited to capital surplus reserve during the years ended 31 March 2012 and 2011 because the capital surplus for such land and buildings has reached the cap as required per the High Court order (Note 30).

Revaluation surplus of other land and buildings situated in Hong Kong of HK$7,715,000 (A$950,000) (2011: HK$10,758,000 (A$1,340,000)) was credited to asset revaluation reserve (Note 30).

(ii) The Group’s leasehold land and buildings located in the PRC were revalued at 31 March 2011 by Messrs Guangdong Nan Yue Real Estate And Land Valuation Co., Ltd., qualified independent professional valuers in the PRC, at approximately HK$4,044,000 (A$498,000) (2011: HK$3,895,000 (A$485,000)) on an open market value basis.

As further explained in Note 30 to the consolidated financial statements, as required by the High Court of Hong Kong, any revaluation surplus for certain land and buildings in the PRC after capital reduction is required to be credited to a separate capital reserve. However, no revaluation surplus was credited to capital surplus reserve during the years ended 31 March 2012 and 2011 because the capital surplus for such land and buildings has reached the cap as required per the High Court order (Note 30).

Revaluation surplus of other land and buildings situated in the PRC of HK$247,000 (A$30,000) (2011: HK$1,246,000 (A$155,000)) was credited to asset revaluation reserve (Note 30).

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(b) (Continued)

(iii) Certain leasehold land and buildings of the Group situated in the PRC were revaluated at approximately HK$117,471,000 (A$14,470,000) (2011: HK$111,007,000 (A$13,823,000)) by Messrs Guangdong Nan Yue Real Estate And Land Valuation Co., Ltd., qualified independent professional valuers in the PRC, as at 31 March 2012. The valuation was performed on an income approach as there is no evidence of market value of the relevant leasehold buildings because of its specialised nature. Such leasehold buildings are rarely sold, except as a part of a continuing business. As such, they are valued at their discounted future cash flow with a discount rate of 7%. A revaluation surplus of approximately HK$4,768,000 (A$587,000) (2011: HK$4,038,000 (A$503,000)) resulting from the above valuation has been credited to the asset revaluation reserve (Note 30).

(iv) Had these leasehold land and buildings been carried at historical costs less accumulated depreciation and accumulated impairment losses, their carrying values would have been approximately HK$28,221,000 (A$3,476,000) (2011: HK$28,907,000 (A$3,600,000)).

(c) At 31 March 2012, certain of the Group’s leasehold land and buildings situated in Hong Kong with a carrying value of approximately HK$38,070,000 (A$4,689,000) (2011: HK$31,220,000 (A$3,887,000)) were pledged to a bank to secure general banking facilities granted to the Group (Note 26).

16. INVESTMENT PROPERTIES

The Group

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Carrying amount at 1 April 24,675 3,039 22,476 2,799Addition during the year 1,504 185 – –Exchange realignment 1,040 129 991 124Fair value gains 4,883 601 1,208 150

Carrying amount at 31 March 32,102 3,954 24,675 3,073

The Company

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Carrying amount at 1 April – – – –Addition during the year 1,504 185 – –Fair value gains (76) (10) – –

Carrying amount at 31 March 1,428 175 – –For

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16. INVESTMENT PROPERTIES (Continued)

(a) The Group’s investment properties are situated in the PRC and are held under the following lease terms:

The Group

2012 2011 HK$’000 A$’000 HK$’000 A$’000

The PRC, held on: – Leases of between 10 to 50 years 32,102 3,954 24,675 3,073

The Company’s investment properties are situated in the PRC and are held under the following lease terms:

The Company

2012 2011 HK$’000 A$’000 HK$’000 A$’000

The PRC, held on: – Leases of between 10 to 50 years 1,428 175 – –

(b) The Group’s investment properties located in the PRC were revalued on 31 March 2012 by Messrs Guangdong Nan Yue Real Estate And Land Valuation Co., Ltd., qualified independent professional valuers in the PRC, at approximately HK$32,102,000 (A$3,954,000) (2011: HK$24,675,000 (A$3,073,000)) on open market value basis.

The Company’s investment properties located in the PRC were revalued on 31 March 2012 by Messrs Guangdong Nan Yue Real Estate And Land Valuation Co., Ltd., qualified independent professional valuers in the PRC, at approximately HK$1,428,000 (A$175,000) (2011: Nil) on open market value basis.

(c) The Group’s investment properties are leased to third parties under operating leases.

The Group’s total future minimum lease payments receivable under non-cancellable operating leases are as follows:

The Group

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Within one year 900 111 264 33In the second to fifth years, inclusive 816 101 – –

1,716 212 264 33

The leases run for one to three years with an option to renew the lease after that date at which time all terms are renegotiated.

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16. INVESTMENT PROPERTIES (Continued)

(d) The Company’s investment properties are leased to third parties under operating leases.

The Company’s total future minimum lease payments receivable under non-cancellable operating leases are as follows:

The Company

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Within one year 23 3 – –

The Company leases out investment properties under operating leases for one year.

17. PREPAID LEASE PAYMENTS FOR LAND

The Group’s prepaid lease payments for land represented prepaid operating lease payments in respect of leasehold land in the PRC under medium–term leases.

The Group

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Carrying amount at 1 April 7,752 955 7,717 961Exchange realignment 327 40 339 42Amortisation for the year (317) (39) (304) (38)

Carrying amount at 31 March 7,762 956 7,752 965

Less: Current portion included in prepayments, deposits and other receivables (Note 23) (317) (39) (304) (38)

Non-current portion 7,445 917 7,448 927

18. INTERESTS IN SUBSIDIARIES

The Company

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Unlisted shares at cost 11,773 1,450 11,773 1,466

Amounts due from subsidiaries 22,439 2,764 22,350 2,783

Amounts due to subsidiaries 21,687 2,671 4,884 608

Amounts due from subsidiaries are unsecured, interest-free and recoverable on demand.

Amounts due to subsidiaries are unsecured, interest-free and repayable on demand.

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18. INTERESTS IN SUBSIDIARIES (Continued)

At 31 March 2012 and 2011, the Company had the following subsidiaries:

Place of Issued and paid Principal Percentage of equityName of company incorporation up capital activities held by the Company

Champion Wins The British US$1 Property holding 100% (direct) Enterprises Virgin Islands Limited

Cantravel Limited* The People’s RMB12,600,000 Operation of a 100% (direct) Republic of tourist attraction China project

Silicon Limited The British US$1 Provision of 100% (direct) Virgin Islands management service

Honest Crest Limited The British US$1 Provision of 100% (direct) Virgin Islands PRC property consultancy service

CDL Ching Real Cayman Islands US$0.01 Not yet commenced 100% (direct) Estate General business since Partner Limited** incorporation

* Cantravel Limited was set up on 25 April 1996 as a co-operative joint venture company with a 100% equity interest held by the Company. The Company can exercise unilateral control over the co-operative joint venture.

** CDL China Real Estate General Partner Limited was being de-registered during the year ended 2012.

19. INTANGIBLE ASSETS

The Group and the Company

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Cost:At 1 April 641 79 641 80Disposal during the year (641) (79) – –

At 31 March – – 641 80

Accumulated amortisation and impairment:At 1 April 172 21 143 18Amortisation for the year 21 3 29 4Disposal during the year (193) (24) – –

At 31 March – – 172 22

Net carrying amount:At 31 March – – 469 58

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19. INTANGIBLE ASSETS (Continued)

In the opinion of the directors, the golf club membership has an estimated useful life of 20 years. The recoverable amount of the intangible assets was estimated by the directors of the Company based on the valuation report prepared by independent valuers, which was carried out on an open market value basis in respect of the market value of the golf club membership as at 31 March 2011.

The golf club membership is amortised on a straight line basis over 20 years. The amortisation expense has been included in the “Depreciation and amortisation” in the consolidated statement of comprehensive income.

20. GOODWILL

The Group

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Cost:At 1 April and at 31 March 303 37 303 38

Impairment:At 1 April – – – –Impairment during the year 303 37

At 31 March 303 37 – –

Net carrying amount:At 31 March – – 303 38

For the purpose of impairment testing, goodwill has been allocated to the business segment of operation of a tourist attraction project. The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The goodwill was fully impaired during the year ended 31 March 2012 due to the profit generated from the tourist attraction project did not generate as expected.

During the year ended 31 March 2011, the management of the Company determined that there is no impairment of goodwill. The recoverable amount of the cash-generating unit relating to the goodwill has been determined based on a value in use calculation. The calculation uses cash flow projections based on financial budgets approved by the management covering a 5-year period, and a pre-tax discount rate of 8%. Management believes that any reasonable possible change in any of these assumptions would not cause the aggregate carrying amount of the cash-generating unit to exceed the aggregate recoverable amount of the cash-generating unit.

21. INVENTORIES

The Group

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Finished goods 204 25 171 21

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22. TRADE RECEIVABLES

The Group

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Trade receivables 365 45 1,407 175

The average credit period on service income from memorial halls is 10 days. In view of the fact that the Group’s trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk. Trade receivables are non-interest bearing.

An aging analysis of trade receivables at the end of the reporting period, based on the invoice date and net of provisions, is as follows:

The Group

2012 2011 HK$’000 A$’000 HK$’000 A$’000

0 – 10 days 365 45 1,407 175

Included in the Group’s trade receivables balance, no debtors are past due at the date of approval of these consolidated financial statements (2011: Nil). The Group does not hold any collateral over these balances.

23. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES


2012 2011 2012 2011 HK$’000 A$’000 HK$’000 A$’000 HK$’000 A$’000 HK$’000 A$’000

Deposits and other receivables 3,727 459 434 54 3,727 459 83 10Prepayments 2,278 281 1,439 179 39 5 – –Prepaid lease payments for land (Note 17) 317 39 304 38 – – – –

6,322 779 2,177 271 3,766 464 83 10

24. AMOUNT DUE FROM A RELATED COMPANY

Name of director Highest balance The Group

Name of company having interest during the year 2012 2011 HK$’000 A$’000 HK$’000 A$’000 HK$’000 A$’000

Cantravel Limited All directors of (incorporated the Company in Hong Kong) 428 53 – – 428 53

The amount due is unsecured, interest-free and recoverable on demand.

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25. TRADE AND OTHER PAYABLES


2012 2011 2012 2011 HK$’000 A$’000 HK$’000 A$’000 HK$’000 A$’000 HK$’000 A$’000

Trade payables 1,235 152 189 23 – – – –Other payables and accruals 376 46 593 74 243 30 418 52

1,611 198 782 97 243 30 418 52

26. INTEREST-BEARING BANK BORROWINGS, SECURED


2012 2011 2012 2011 HK$’000 A$’000 HK$’000 A$’000 HK$’000 A$’000 HK$’000 A$’000

Bank borrowings – Wholly repayable within five years 13,874 1,709 13,874 1,728 13,874 1,709 13,874 1,728

Within one year 13,874 1,709 13,874 1,728 13,874 1,709 13,874 1,728

The carrying amounts of the borrowings are denominated in the following currencies:


2012 2011 2012 2011 HK$’000 A$’000 HK$’000 A$’000 HK$’000 A$’000 HK$’000 A$’000

Hong Kong dollars 13,874 1,709 13,874 1,728 13,874 1,709 13,874 1,728

Bank borrowings denominated in Hong Kong dollars are referenced to Hong Kong Interbank Offered Rate (“HIBOR”). Bank borrowings denominated in Hong Kong dollars. The bank borrowings are secured by certain properties of the Group. For details, please refer to Note 15 to the consolidated financial statements.

The bank borrowings are secured by the Group’s leasehold land and buildings situated in Hong Kong and bear interest rate range at HIBOR + 1% – HIBOR +2% (2011: HIBOR + 1%) per annum. The weighted average effective interest rate on the bank borrowings is 1.4% (2011: 1.2%) per annum.

27. PROVISION FOR LONG SERVICE PAYMENTS

The Group and the Company

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Balance at 1 April and at 31 March 680 84 680 85

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28. DEFERRED TAXATION

The Group:

Deferred tax liabilities recognised in the consolidated statement of financial position represented the revaluation of leasehold land and buildings and investment properties in Hong Kong and the PRC and the movements during the year are as follow:

Revaluation of leasehold land and Investment buildings properties Total HK$’000 HK$’000 HK$’000

Balance at 1 April 2010 30,683 883 31,566Credited to profit or loss – 362 362Charged to other comprehensive income 1,720 – 1,720Exchange realignment 1,297 40 1,337

Balance at 31 March 2011 and 1 April 2011 33,700 1,285 34,985Charged to profit or loss – 2,241 2,241Charged to other comprehensive income 1,586 – 1,586Exchange realignment 1,326 53 1,379

Balance at 31 March 2012 36,612 3,579 40,191

Balance in Australian dollars equivalents (A$’000)Balance at 31 March 2012 4,510 441 4,951

Balance at 31 March 2011 4,196 160 4,356

The Company:

Deferred tax liabilities recognised in the statement of financial position represented the revaluation of leasehold land and buildings in Hong Kong and the PRC and the movements during the year are as follow:

Revaluation of leasehold land and buildings HK$’000

Balance at 1 April 2010 828Charged to other comprehensive income 785

Balance at 31 March 2011 and at 1 April 2011 1,613Charged to other comprehensive income 445

Balance at 31 March 2012 2,058

Balance in Australian dollars equivalents (A$’000)Balance at 31 March 2012 253

Balance at 31 March 2011 201

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28. DEFERRED TAXATION (Continued)

The directors consider that the deferred tax of leasehold land and buildings in Hong Kong and the PRC would not be realised in short run as the Group intend to hold these leasehold land and buildings for long-term purposes.

The Group has not recognised deferred tax assets in respect of estimated tax losses arising in Hong Kong of approximately HK$27,581,000 (A$3,397,000) (2011: HK$23,990,000 (A$2,987,000)) due to the unpredictability of the profit streams. The tax losses do not expire under current tax legislation.

29. SHARE CAPITAL

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Authorised: 110,000,000 ordinary shares of HK$0.13 each 14,300 1,761 14,300 1,781

Issued and fully paid: 98,250,000 ordinary shares of HK$0.13 each 12,773 1,573 12,773 1,590

Share options

A share option scheme has been established for employees of the Company. No share options were granted during the year nor outstanding at the end of the reporting period (2011: Nil).

30. RESERVES

(a) The Group: Capital Asset reserve Exchange Capital Share Capital revaluation on fluctuation redemption Total Retained Proposed premium surplus reserve consolidation reserve reserve reserves profits dividend HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (Note)

At 1 April 2010 6,463 12,964 63,218 2,239 4,658 3,000 92,542 39,148 3,930

Net loss for the year – – – – – – – (514) –Exchange realignment – – 2,730 – 2,530 – 5,260 – –Revaluation surplus, net of deferred tax – – 14,322 – – – 14,322 – –Dividend paid – – – – – – – – (3,930)

At 31 March 2011 and at 1 April 2011 6,463 12,964 80,270 2,239 7,188 3,000 112,124 38,634 –

Net loss for the year – – – – – – – (6,557) –Exchange realignment – – 2,876 – 3,074 – 5,950 – –Revaluation surplus, net of deferred tax – – 11,144 – – – 11,144 – –

6,463 12,964 94,290 2,239 10,262 3,000 129,218 32,077 –

Australian dollars equivalents (A$’000)At 31 March 2012 796 1,597 11,614 276 1,264 369 15,916 3,951 –

At 31 March 2011 804 1,614 9,996 279 895 374 13,962 4,811 –

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30. RESERVES (Continued)

(a) The Group: (Continued)

Asset Capital Exchange Capital Share Capital revaluation reserve on fluctuation redemption Total Retained premium surplus reserve consolidation reserve reserve reserves profits HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (Note)

The Company 6,463 12,964 8,241 2,239 – 3,000 32,907 13,447Subsidiaries – – 72,029 – 7,188 – 79,217 25,187

At 31 March 2011 6,463 12,964 80,270 2,239 7,188 3,000 112,124 38,634

Australian dollars equivalents (A$’000)At 31 March 2011 804 1,614 9,996 279 895 374 13,962 4,811

The Company 6,463 12,964 13,190 2,239 – 3,000 37,856 6,759Subsidiaries – – 81,100 – 10,262 – 91,362 25,318

At 31 March 2012 6,463 12,964 94,290 2,239 10,262 3,000 129,218 32,077

Australian dollars equivalents (A$’000)At 31 March 2012 796 1,597 11,614 276 1,264 369 15,916 3,951

Note:

Pursuant to a special resolution passed at an extraordinary general meeting of the Company held on 11 October 2004 and the subsequent order of the High Court of Hong Kong (the “High Court”) made on 25 February 2005, the entire amount of HK$134,602,500 then standing to the credit of the paid-up capital of the Company was cancelled in accordance with Section 58 of the Hong Kong Companies Ordinance (the “Capital Reduction”).

The entire amount of HK$134,602,500 was applied to eliminate the accumulated losses of the Company as at October 2004. An undertaking was given by the Company in connection with the Capital Reduction pursuant to which the Company undertook to set apart to a separate capital reserve all future recoveries from the Company’s investment/properties in relation to certain leasehold land and buildings situated in Hong Kong and the PRC, investment in and amount due from a subsidiary, Champion Wins Enterprises Limited and provision for anticipated legal costs for Kwong Mile Services Limited against which provision for impairment losses or doubtful debts has been made up to October 2004 (or, in the case of a revaluation or disposal of any of such investment/property, sums revalued or realised in excess of the written down value of the relevant investment/properties as at October 2004) up to an overall cap of HK$18,127,288. Such special capital reserve shall not be treated as realised profit and (for so long as the Company shall remain a listed company) shall be treated as an undistributable reserve for the purposes of Section 79C of the Hong Kong Companies Ordinance, provided that the amount standing to the credit of the special capital reserve may be reduced by the amount of any increase, after 10 March 2005 (the date when the capital reduction took effect), in the paid up share capital or the amount standing to the credit of the share premium account of the Company as a result of the payment up of shares by the receipt of new consideration or the capitalisation of distributable profits.

The revaluation surplus/deficit for such above mentioned leasehold land and buildings of the Company in Hong Kong and the PRC should be credited to the capital surplus as required by the High Court of Hong Kong as mentioned above. However, if the amount of revaluation surplus of such leasehold land and buildings has reached the cap per the High Court order, the amount of revaluation surplus exceeds the cap should be credited to the asset revaluation reserve. Any revaluation deficit in the future would be debited against the asset revaluation reserve. To the extent it exceeds the balance of the asset revaluation reserve, if any, the amount should be debited against the capital surplus of such leasehold land and buildings.

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30. RESERVES (Continued)

(b) The Company:

Asset Capital Share Capital revaluation redemption Total Retained Proposed premium surplus reserve reserve reserves profits dividend HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

At 1 April 2010 6,463 15,515 554 3,000 25,532 749 3,930Revaluation surplus in respect of land and buildings – – 7,686 – 7,686 – –Net loss for the year – – – – – (7,113) –Dividend paid – – – – – – (3,930)

At 31 March 2011 and at 1 April 2011 6,463 15,515 8,240 3,000 33,218 (6,364) –Revaluation surplus in respect of land and buildings – – 4,950 – 4,950 – –Net loss for the year – – – – – (3,989) –

At 31 March 2012 6,463 15,515 13,190 3,000 38,168 (10,353) –

Australian dollars equivalents (A$’000):At 31 March 2012 796 1,911 1,624 370 4,701 (1,275) –

At 31 March 2011 804 1,932 1,026 374 4,136 (793) –

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31. MATERIAL RELATED PARTY TRANSACTIONS

During the year, save as disclosed elsewhere in the consolidated financial statements, the Group had entered into the following transactions with related parties which, in the opinion of the directors, were carried out in the ordinary course of the Group’s business.

(a) Key management personnel compensation

Remuneration for key management personnel, including amounts paid to the Company’s directors as disclosed in Note 9 is as follow:

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Short-term employee benefits 3,038 374 2,944 367Pension scheme contributions 36 4 36 4

3,074 378 2,980 371

(b) The directors of each entity comprising the Group during the year ended 31 March 2012 and 2011 were as follow:

Dr. William S. L. Yip (all companies of the Group)Mr. M. B. Lee (The Company, Cantravel Ltd, Guangzhou and Champion Wins Enterprises Limited)Mr. Chow Yuk Wah (The Company, Cantravel Ltd, Guangzhou and Champion Wins Enterprises Limited)Mrs. Eva L. M. Yip (The Company and Champion Wins Enterprises Limited)

(c) The contracts to which the Group was a party and in which a director of the Company had a material interest during the year, as disclosable under section 129D of the Hong Kong Companies Ordinance, are as follow:

Name of Nature of

related party Relationship transaction 2012 2011 HK$’000 A$’000 HK$’000 A$’000

Cantravel Limited Company in Rental income (incorporated in which all – received Hong Kong) directors had (Note) beneficial interest 36 4 24 3

Note:

The rental income was received from a related company incorporated in Hong Kong which is beneficially owned by all directors of the Company. Rental income was paid according to a rental agreement.F

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32. CAPITAL COMMITMENTS

As at 31 March 2012, the Group and the Company had no significant capital commitments (2011: Nil).

33. OPERATING LEASE COMMITMENT

At 31 March 2012, the total future minimum lease payments under non-cancellable operating leases are payable as follow:

The Group

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Within one year 980 121 264 33In the second to fifth years, inclusive 816 101 – –

1,796 222 264 33

The Group lease certain investment properties, office and commercial premises under operating leases. The leases typically run for period ranging from one to three years.

The Company

2012 2011 HK$’000 A$’000 HK$’000 A$’000

Within one year 59 7 18 2

The Company lease certain investment properties and office premises under operating leases. The leases typically run for one year.

34. EVENTS AFTER THE REPORTING PERIOD

The Group and the Company had no significant event took place subsequent to the end of the reporting period.

35. AUTHORISATION FOR ISSUE OF THE CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements were approved and authorised for issue by the board of directors on 30 May 2012.

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Statement by Directors


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In accordance with a resolution of the Directors of Canada Land Limited (the “Company”) we state that:

(1) In the opinion of the Directors:

(a) the statements of financial position are drawn up so as to give a true and fair view of the state of affairs of the Group and the Company as at 31 March 2012; and

(b) at the date of this statement there are reasonable grounds to believe that the Group and the Company will be able to pay its debts as and when they fall due.

(2) In the opinion of the Directors the consolidated financial statements give a true and fair view of:

(i) the profit and cash flows of the Group constituted by the Company and its subsidiaries from time to time for the year ended 31 March 2012; and

(ii) the state of affairs of the Group, constituted by the Company and its subsidiaries at the year end, as at 31 March 2012.




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Notice of Annual General Meeting


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Notice is hereby given that the Annual General Meeting (the “Meeting”) of the shareholders of Canada Land Limited (the “Company”) will be held at:

Time: 10:00 am. (Hong Kong Time)

Date: 17 August 2012

Place: M.B. Lee & Co., Euro Trade Center, 21st Floor, 13-14 Connaught Road, Hong Kong

Items of Business:

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and Independent Auditors for the year ended 31 March 2012.

2. (a) To re-elect Mrs. Eva L. M. Yip as a Director; and

(b) To re-elect Ms. Katherine Mo Kit Cheng as a Director;

3. To consider and appoint HLB Hodgson Impey Cheng Limited as Auditors of the Company and authorize the Directors to fix their remuneration.

4. To pay to Executive Director, Dr. William S.L. Yip and three Non-executive Directors, Mr. M. B. Lee, Mr. Y. W. Chow, and Mrs. Eva L. M. Yip, for Director’s Fee of HK$50,000 each, totaling HK$200,000 in respect of their services for the year from 1 April 2011 to 31 March 2012.


Derrick Siu Ming YIPCompany Secretary


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Notice of Annual General Meeting


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Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote on his behalf. A proxy needs not be a member of the Company.

2. In order to be valid, a CDI Voting Instruction Form, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be lodged at the office of Computershare Investor Services Pty Limited in Australia or the office of the Company in Hong Kong not less than 72 hours before the time appointed for holding the Meeting.

Computershare Investor Services Pty. LimitedIn person: Yarra Falls, 452 Johnston Street Abbotsford VIC 3067, Australia

By mail: GPO Box 242, Melbourne Victoria 3001, Australia

By fax: 1800 783 447 (within Australia) + 61 3 9473 2555 (outside Australia)

Phone enquiries: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

For Intermediary Online subscribers only (custodians): www.intermediaryonline.com

Canada Land Limited15th Floor, Yat Chau Building262 Des Voeux Road Central, Hong KongTel: 852 2854 4333

3. Concerning agenda item 2 above, Mrs. Eva L. M. Yip will retire by rotation at the 2011/12 Annual General Meeting and being eligible, offer herself for re-election. Details of the above director are set out in the Report of Directors in the Annual Report.

4. You can vote by completing, signing and returning your CDI Voting Instruction Form. The CDI Voting Instruction Form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return your completed CDI Voting Instruction Form so that it is received at the address shown on the Form by no later than 12:00 p.m. (Australian Eastern Standard Time) or 15th Floor Yat Chau Building, 262 Des Voeus Road Central, Hong Kong (the Company’s registered office in Hong Kong) by not later than 10:00 a.m. Hong Kong time on Tuesday, 14 August 2012. That will give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote the underlying shares.

Completion and return of the Form will not preclude you from attending at the Meeting if you so wish. In the event that you attend and vote at the Meeting and after having deposited the Form as indicated above, this Form will be deemed to have been revoked. However, pursuant to the paragraph 12 of Guidance Note 5 of Listing Rule issued by Australian Securities Exchange Limited, CDI holders cannot vote personally at a meeting of security holders. A person holding CDIs must convert them into the underlying shares before 7:00 p.m. on Wednesday, 15 August 2012 (Hong Kong Time) to enable you to vote personally.

If you wish to convert your CDIs to underlying shares, you should either contact Computershare Investor Service Pty Limited if you hold issuer sponsored CDIs, or your Sponsoring Participant if your CDIs are held on the CHESS subregister.

If you wish to attend the Meeting as attendee only and not to vote personally during the Meeting after you have deposited the Form, there is no need for you to convert your CDIs to underlying shares.

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www.canadaland.com.hkARBN 065 191 782

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for personal use only · from wts project. for the year ended 31 march 2012, the group has recorded...

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