Annual Report 2016
79
Report of the Directors
Distributable Reserves
Distributable reserves of the Company as at 30 June 2016, calculated under Part 6 of the Hong Kong Companies Ordinance (Cap.
622), amounted to HK$21,244.8 million (2015: HK$20,854.2 million).
Five-Year Financial Summary
A summary of the results and the assets and liabilities of the Group for the last five financial years is set out on pages 200 and
201.
Purchase, Sale or Redemption of Listed Securities
The Company has not redeemed any of its listed securities during the year. Neither the Company nor any of its subsidiaries has
purchased or sold any of the Company’s listed securities during the year.
Donations
The Group made charitable and other donations during the year of HK$424.7 million (2015: HK$40.2 million).
Major Acquisition and Disposal
1.
On 3 July 2015, New World Development (China) Limited (the “NWDCL”), a wholly owned subsidiary of New World China Land
Limited (“NWCL”), entered into a sale and purchase agreement with Chow Tai Fook Enterprises Limited (“CTF”) pursuant to
which NWDCL agreed to sell and CTF agreed to acquire the entire issued share capital of, and the outstanding shareholder’s
loans owing from, New World Hotel Management (BVI) Limited (“NWHM”) for a cash consideration of HK$2,753.0 million.
NWHM is the holding company of certain companies which are principally engaged in the provision of hotel management
services. The transaction was completed on 29 December 2015, resulted in a gain of approximately HK$768.9 million.
2.
On 20 November 2015, the Company entered into a sale and purchase agreement with CTF pursuant to which CTF agreed to
sell and assign, and the Company agreed to acquire and accept the assignment of 36.0% of the issued shares of Beames
Holdings Limited (“Beames”) and the entire amount of unsecured and non-interest bearing shareholder’s loan owing from
Beames to CTF for a total adjusted consideration of approximately HK$3,592.8 million. Beames, through its subsidiaries,
associated companies and joint ventures, is principally engaged in hotel business operations and property investment in
Hong Kong and Southeast Asia. The transaction was completed on 23 November 2015 and Beames becomes a direct wholly
owned subsidiary of the Company.
3.
On 2 December 2015, three sale and purchase agreements were entered into between Shengyu (BVI) Limited (“Shengyu”),
an indirect wholly owned subsidiary of Evergrande Real Estate Group Limited (“Evergrande”), as buyer and NWDCL as seller
in relation to the disposal of NWCL Group’s interests in the property projects in Haikou, Huiyang and Hankou of Wuhan City,
all of which are in the PRC, for a total consideration of RMB8,600.0 million (equivalent to approximately HK$10,424.2 million),
RMB1,100.0 million (equivalent to approximately HK$1,333.3 million) and RMB3,800.0 million (equivalent to approximately
HK$4,606.1 million) respectively. These transactions were completed in January 2016 and resulted in a total gain of
approximately HK$4,581.2 million.
4.
On 23 December 2015, a direct wholly owned subsidiary of the Company and an indirect wholly owned subsidiary of NWCL
entered into a subscription agreement with Evergrande to subscribe for the 9% perpetual securities issued by Evergrande in
equal shares in cash in the aggregate amount of US$900.0 million (equivalent to approximately HK$6,993.0 million). The
straight bond component of the perpetual securities is accounted for as available-for-sale financial assets, while the call
option component is accounted for as derivative financial instruments.
5.
On 29 December 2015, two sale and purchase agreements were entered into between Shengyu and NWDCL in relation to
the disposal of NWCL Group’s interests in the property projects in Chengdu and Guiyang, both in the PRC, for a total cash
consideration of RMB2,000.0 million (equivalent to approximately HK$2,395.2 million) and RMB5,300.0 million (equivalent to
approximately HK$6,347.3 million) respectively. The sale and purchase agreements for the property projects in Guiyang and
Chengdu were completed in February and May 2016 respectively, resulted in a total gain of approximately HK$2,022.0
million.
6.
On 18 February 2016, a share purchase agreement was entered into between New World Telephone Holdings Limited
(“NWTHL”), a direct wholly owned subsidiary of the Company as seller and HKBN Group Limited as purchaser in relation to
the disposal of the entire equity interest of NWTHL in two wholly owned subsidiaries, Concord Ideas Ltd. and Simple Click
Investments Limited at an adjusted aggregate consideration of HK$725.7 million. These two subsidiaries together with their
subsidiaries are principally engaged in the provision in Hong Kong of fixed line and broadband telecommunications services
and online marketing solutions services. The transaction was completed on 31 March 2016, resulted in a gain of
approximately HK$283.9 million.
7.
On 20 June 2016, a sale and purchase agreement was entered into between Delaware Industrial Limited as buyer and NWS
FM Limited, an indirect wholly owned subsidiary of NWS Holdings Limited (“NWSH”) as seller, in respect of the disposal of its
direct wholly owned subsidiary, Shine Fame Holdings Limited (an investment holding company which holds the entire
interest in NWS Kwai Chung Logistics Centre), and the assignment of debt at an aggregate cash consideration of HK$3.75
billion (the “Disposal Transaction”). The completion of the Disposal Transaction took place on 31 August 2016.
