Interim Report 2015/2016
OTHER INFORMATION
41
Major Acquisition and Disposal
(continued)
4. 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 million (equivalent to approximately HK$2,395.2 million) and
RMB5,300 million (equivalent to approximately HK$6,347.3 million) respectively. The estimated attributable gain
for the Group was approximately HK$1,466.7 million. The sale and purchase agreement for the property project in
Guiyang was completed in February 2016.
Review of Interim Results
The Company’s unaudited interim results for the six months ended 31 December 2015 have not been reviewed by
external auditor, but have been reviewed by the Audit Committee of the Company.
Corporate Governance Code
The Company has complied with all the applicable code provisions of the Corporate Governance Code (the “CG Code”)
contained in Appendix 14 of the Listing Rules throughout the six months ended 31 December 2015, with the exception
of code provision A.6.4.
Code provision A.6.4 is in relation to guidelines for securities dealings by relevant employees. As required under code
provision A.6.4, the Board should establish for its relevant employees written guidelines no less exacting than the
Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix 10
of the Listing Rules in respect of their dealings in the securities of the Company. Instead of following the Model Code
strictly, the Board has established its own guidelines which are not on no less exacting terms than the Model Code.
Such deviation from the CG Code is considered necessary, mainly because of the huge size of employees of the Group
which is over 48,000, and the Group’s diversified businesses. For these reasons, to follow the exact guidelines of the
Model Code will cause immense administrative burden to the Company in processing written notifications from the
relevant employees when they deal in the securities of the Company, which can be avoided under the Company’s own
guidelines.
Requirement in connection with Publication of “Non-statutory Accounts” under
Section 436 of the Hong Kong Companies Ordinance Cap. 622
The financial information relating to the year ended 30 June 2015 that is included in the Interim Report 2015/2016 as
comparative information does not constitute the Company’s statutory annual consolidated financial statements for that
year but is derived from those financial statements. Further information relating to these statutory financial statements
required to be disclosed in accordance with section 436 of the Hong Kong Companies Ordinance is as follows:
The Company had delivered the financial statements for the year ended 30 June 2015 to the Registrar of Companies as
required by section 662(3) of, and Part 3 of Schedule 6 to, the Hong Kong Companies Ordinance.
The Company’s auditor had reported on those financial statements. The auditor’s report was unqualified; did not include
a reference to any matters to which the auditor drew attention by way of emphasis without qualifying its report; and did
not contain a statement under sections 406(2), 407(2) or (3) of the Hong Kong Companies Ordinance.
Model Code for Securities Transactions by Directors
The Group has adopted a code of conduct regarding directors’ securities transactions on terms no less exacting than
the required standard of the Model Code. Having made specific enquiry of all Directors, the Directors of the Company
confirmed that they have complied with the required standard set out in the Model Code during the six months ended
31 December 2015.
