AGP.L Regulatory News (AGP)

21 Feb 2006 08:13

Asian Growth Properties Limited21 February 2006 20 February 2006 Asian Growth Properties Limited (the "Company") Immediate Release Results for the year ended 31 December 2005 The Company announced today the Group's results for the year ended 31 December2005. Highlights • Total operating revenue of HK$11.7 million. • Total profit before taxation of HK$16.3 million • Net profit of HK$14.4 million • Shareholders' equity as at 31 December 2005 attributable to members of the Company of HK$1,570.8 million • Net asset value per share as at 31 December 2005 of HK$7.22 Post year event • Successful floatation on AIM on 16 January 2006 • Acquisition of a property adjoining the Company's existing Wanchai site for HK$77.2 million Miscellaneous The results for the year ended 31 December 2005 included in this announcementare extracted from the audited financial statements for the year ended 31December 2005 which were approved by the Directors on 20 February 2006. The 2005 Annual Report is expected to be posted to shareholders in early March2006. For further information please contact: Don Fletcher, Chief Executive Officer TEL: +65 6720 6050 David Newton of HB Corporate TEL: +44 (0) 20 7510 8561 Attached: Chairman's ReviewChief Executive's ReviewDirectors' ReportConsolidated Income StatementConsolidated Balance SheetConsolidated Statement of Changes in EquityConsolidated Cash Flow StatementNotes to the Financial Statements Overview Asian Growth Properties Limited ("AGP") is a property investor and developerwithin the Asia Pacific region. AGP is focused upon those sectors of the Asian markets where the Directorsbelieve that the Company has a competitive advantage by virtue of the relevantexperience of the Directors and its senior managers. AGP invests on a counter-cyclical basis within markets where future growthopportunities are identified. AGP is primarily focused with growing net asset value rather than earningpassive investment rental income. FINANCIAL HIGHLIGHTS RESULTS 2005 2004 HK$'000 HK$'000Profit before taxation 16,333 12,224Net profit for the year 14,412 10,029 ASSETS AND LIABILITIES 31 DECEMBER 2005 31 DECEMBER 2004 HK$'000 HK$'000Property assets 1,496,725 1,417,914Cash 619,958 38,655Other assets 2,764 204Bank debt (509,400) (482,600)Other liabilities (39,253) (964,144)Shareholders' funds 1,570,794 10,029 PORTFOLIO The table below details the AGP property assets as at 31 December 2005: PROPERTY BOOK VALUE SITE AREA (M2) 31 DECEMBER 2005 (HK$ MILLION) Sha Tin development site, New Territories, Hong Kong 578.1 20,092San Po Kong development, Kowloon Peninsula, Hong Kong 661.4 2,250Wanchai Road development, Wanchai, Hong Kong Island 201.2 414Excelsior Plaza retail investment, Causeway Bay, Hong 56.0 23Kong Island 1,496.7 22,779 Chairman's Review RESULTS I am pleased to report a pre-tax profit of HK$16.3 million for the year ended 31December 2005, an increase of 34% over the corresponding figure for 2004. NetProfit after tax for the year was HK$14.4 million (2004: HK$10.0 million). During the year the Group commenced the development of two of the three HongKong development sites, Wanchai Road and San Po Kong. Planning was also advancedfor the future development of the Group's two- hectare development site in ShaTin, New Territories. As the Group's developments are in their early stages, the Group's revenues weremainly derived from rental, interest and investment income in 2005. STRATEGY The Group intends to invest in the property sector within the greater Asiaregion. Initially the board expects that its investment opportunities will liepredominantly within Hong Kong and selected regions of the People's Republic ofChina. The Group intends to focus on those sectors of Asian markets where thedirectors believe that the Group has a competitive advantage by virtue of theexperience of the board and senior managers. The board believes that investmentswill be made on a counter-cyclical basis within markets where future growthopportunities are identified. The Company is well positioned and, as stated inthe Financial Report, the Group has significant cash reserves for this purpose. AIM On 16 January 2006 all of the Company's issued share capital was admitted to theLondon Stock Exchange Alternative Investment Market ("AIM"). The board believesthat AIM is an appropriate market for a young and growth orientated company ofthe nature of Asian Growth Properties Limited ("AGP"). DIVIDEND Decisions to declare dividends are made by the directors after considering thefinancial requirements of AGP to finance future growth, the financial conditionof AGP and any other relevant factors. The board does not propose the payment ofa final dividend for the year ended 31 December 2005 and will retain allearnings to finance future growth. I would like to take this opportunity to thank the executive and managementteams of AGP for their efforts over 2005 and in relation to the listing of theCompany's shares on AIM. The Company is well positioned in terms of managementand board expertise, the nature of the Group assets, the conservative level ofgearing and existing cash resources, and I look forward to the growth andexpansion of the business over the next twelve months. David MathewsonNon-Executive ChairmanUnited Kingdom, 20 February 2006 Chief Executive's Review The year ended 31 December 2005 saw the Group being structured in a soundfinancial position prior to being listed on AIM. While no new assets wereacquired, significant funds were injected into the Group, and time and resourcewas expended in creating the investment and management foundations of the AGPGroup and positioning the Group for additional acquisitions and growth in futureyears. FINANCIAL SUMMARY As at 31 December 2005 the Group has property assets of HK$1.497 billion andHK$620 million of cash reserves. The Group's development projects at Wanchai andSan Po Kong are funded by development debt facilities sufficient for thecompletion of both the developments without any further equity requirements. The Sha Tin development site is unencumbered and income producing. Until suchtime that the future development of the site is finalised and approved by theHong Kong Government, the property is expected to be cash flow positive and notrequire any further equity funding. The Group has net assets of HK$1.571 billion and cash reserves in excess of itsexternal debt. Net asset value per share is HK$7.22 (approximately 53p) based onthe net assets disclosed in the Balance Sheet. THE AGP ASSETS All of the Group's property assets are located in Hong Kong. San Po Kong The 2,250m2 development site was purchased in September 2004 for HK$566 million.The property is located at 97 Po Kong Village Road, on the Kowloon Peninsula. The property is being developed into a commercial and residential developmentcomprising a 41-storey residential building over a 7-storey commercial,recreational and carparking podium. The ground and first floors are designatedas retail shops while levels two to six will incorporate 156 carparks and aclubhouse recreational facility. The remaining floors will incorporate 304residential apartments. In total the development comprises a gross floor area of18,825m2 . Development of the property commenced during the first quarter of 2005 and isexpected to be completed in the third quarter of 2007. The land premium has beenpaid and the units can be offered for sale at around the second quarter of 2006when pre-sale consent is obtained from the Government. As at the date of this report the ground piles and perimeter sheet piling havebeen completed. Load tests have been undertaken on the ground piles and found tobe satisfactory. Excavation and pile cap construction works have been completed.The superstructure plan has been approved by the Building Authority and both thelift and superstructure tenders have closed and are currently being evaluated. Wanchai Road The 414m2 development site at 223-227 Wanchai Road, Hong Kong Island waspurchased by the Group in December 2004 for HK$182 million. The property is being developed into a commercial and residential towercomprising 18 storeys of residential units erected over a clubhouse floor andthree level commercial podium. The first three floors are designed as commercialtenancies. Level four will house the residential clubhouse amenity. Theresidential component of the property comprises 72 apartments. The total grossfloor area of the development is 3,732m2 . The development commenced in mid 2005 and the land premium has been paid. As atthe date of this report the ground piles have been completed and load tests havebeen satisfactorily concluded. Foundations works are approximately 60% complete.The Building Authority has approved the superstructure plan and tenders for thesuperstructure works will be called in the next month or so. The lift tender hasclosed and tenders are currently being evaluated. Under the government regulations the units to be constructed on this site may beoffered for sale at any time. Subsequent to year-end the Group has negotiated the purchase of the adjoiningproperty for HK$77.2 million. Once the two sites have been amalgamated, the development site area willincrease to 563m2 and the total gross floor area of the development will be5,119m2 . The purchase of the adjoining site will allow four additional floors to be addedto the existing tower development. Foundation works completed to date had taken into account this possibleacquisition and have been constructed to support the additional floors. Sha Tin The Sha Tin development property was purchased by the Group in June 2004 forHK$555 million. The property comprises a two-hectare development site situatedat the south-western side of Au Pui Wan Street, Fo Tan district, Sha Tin, NewTerritories, Hong Kong. The site adjoins the Kowloon Canton Railway Corporation("KCRC") Fo Tan station. The property is currently leased as an industrial siteat approximately HK$13 million per annum until 31 December 2007. The property lies within an area zoned "Comprehensive Development Area (1)" ("CDA") on the Sha Tin Outline Zoning Plan No. S/ST/20 dated 8 June 2004. Underthis statutory zoning, comprehensive development of the area is intended forresidential and/or commercial uses. All future uses are subject to the TownPlanning Board approval and the CDA stipulates that future development on thissite is presently limited to the development of a total gross floor area of208,600m2 including a total domestic gross floor area of 191,100m2 . The Group intends to further develop this site and as such has applied to theTown Planning Board for approval of a comprehensive development scheme inconjunction with the adjoining sites included in the CDA owned by the Governmentand the KCRC. The scheme proposes a three-phase development. The first phase of thedevelopment is planned for the Group's site and contemplates a five tower84,000m2 residential development of approximately 1,068 units above a threelevel podium incorporating 7,675m2 of non-domestic tenancies and approximately467 carparks, a kindergarten, primary school and bus terminus. Phases 2 and 3 ofthe development are planned for the Government and KCRC land. In Hong Kong it is government policy to modify old lease conditions inaccordance with town planning requirements. Leaseholders may apply to theGovernment to vary the prescribed use of the land (as is the case with the ShaTin site). If the Government supports the proposed lease variation it will grantconsent subject to conditions in relation to the type, scale and timing of anyfuture development. In addition the Government will require the payment of aland premium in recognition of the consent granted. The land premium is a payment due to the Government equivalent to the differencein the land value between the development permitted under the old leaseconditions and the new lease conditions. In Hong Kong the land value in relation to residential development is often asignificant portion of the total development cost. The land premium is thereforea material cost to any development feasibility and the timing of the negotiationand agreement of the premium is often critical to the development's success. An initial submission of the master layout plans for the CDA to the TownPlanning Board was made in late 2005. Following the Town Planning Board'sinitial comments a supplementary submission will be re-submitted during February2006 and formal responses from the Town Planning Board are expected within thenext three months after re-submission. Upon finalisation of the Town Planning Board's approval for the master layoutplan, the Group will commence negotiations with the Government in relation tothe payment of the land premium. The board does not expect development tocommence on the site before late 2007 and any such development will becontingent upon the board being satisfied that such development is economicallyviable and in the best interests of AGP. Excelsior Plaza Shop The Excelsior Plaza shop was purchased by the Group in June 2004 for HK$39million. It was revalued by Chesterton Petty at 31 December 2004 at HK$50million and again at 31 December 2005 at HK$56 million. The shop is locatedwithin the Excelsior Plaza shopping centre in the heart of Causeway Bay, one ofHong Kong's premier and busiest retail areas. The board is currently considering whether to hold this property as a long terminvestment asset or whether to sell the property in the current favourablemarket conditions. HONG KONG PROPERTY MARKET The Hong Kong property market, like many Asian property markets, is volatile andprices tend to move materially over relatively short periods of time. Followingthe Asian crisis of 2000, capital values in Hong Kong declined substantially,although the past twelve months or so has seen a significant recovery of pricesfrom those lows. The Hong Kong property cycles (the time in which markets movefrom a high point to a low point and back to a high point) have historicallybeen significantly shorter and more volatile than comparable markets in Europe,North America and Australasia. It is therefore incumbent upon the management andboard of the Company to exploit their collective knowledge and experience toachieve the best results possible for the Company. Given the volatility of the Hong Kong market the Company does not publiclyforecast returns from its development or investment properties. SALE OF DEVELOPMENT PROJECTS As noted above, the apartment and commercial premises that the Group iscurrently developing are able to be pre-sold either now (in the case of WanchaiRoad) or within the next few months (in the case of San Po Kong). As such the board continually monitors the market conditions to ensure that theoptimal timing for the release of the apartments and commercial units can beachieved. At this point the board has made no decision in relation to pre-salestimings and continues to watch the level and pricing of comparable sales withinthe market, the targeted completion dates of competing projects, the likelyinterest rate environment and associated considerations in order to optimise thetime our developments are offered for sale. FINANCING As noted in the Chairman's Review, the Group has chosen to partially fund boththe Wanchai Road and San Po Kong developments by bank finance. Details of thedebt facilities are included in note 18 of the financial statements. Thefacilities both provide funding to complete the two developments without anyfurther equity requirements by the Group, other than meeting any material costover-runs and paying the interest on the debt. In total the Group has HK$509 million of external debt and HK$620 million ofcash reserves. INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRS") The Group has adopted IFRS and the accounts included in this report have beenprepared in accordance with IFRS. FUTURE PROSPECTS As stated by the Chairman, the board is intent on growing AGP. The board intendsto grow the Group predominantly by the completion of the current developmentsand the acquisition of further development and/or investment properties withinAsia. The Group expects to derive the majority of its revenues from the completion andsale of developed property assets. Whilst the Group does earn passive investmentrental income, it is not expected that this will be the primary source of incomefor the Group. Returns for the Group are determined by expected developmentcompletion dates and the Group is primarily motivated by growing the net assetvalue of the Company. Don FletcherChief Executive Officer and Executive DirectorSingapore, 20 February 2006 Directors' Report PRINCIPAL ACTIVITIES The Group currently carries on the business of property development andinvestment in Hong Kong and intends in the short to medium term to expand itsoperations in Hong Kong and the People's Republic of China. REVIEW OF BUSINESS DURING THE PERIOD AND FUTURE PROSPECTS Details of the Group's progress and prospects are included in the Chairman's andChief Executive's Reviews on pages 2 to 7. RESULTS AND DIVIDEND The Group recorded a net profit before tax of HK$16.3 million (2004: HK$12.2million) and net profit after tax for the year of HK$14.4 million (2004: HK$10.0million) which equates to HK$0.40 per share (2004: HK$501,450). Net asset value per share as at 31 December 2005 was HK$7.22. The board does not propose the payment of a final dividend for the year ended 31December 2005. SHARE CAPITAL AND SHARE ISSUES The Company was incorporated on 17 February 2004 with authorised share capitalof 50,000 ordinary shares of US$1.00 each. One ordinary share was issued at thetime to Seneca Investments Limited, a wholly owned subsidiary of Trans TasmanProperties Limited ("TTP"). On 4 November 2005 the Company reorganised its share capital and sub-divided itsshares in the ratio of 20:1 and increased its authorised share capital toUS$25,000,000 being 500,000,000 ordinary shares of US$0.05 each. On 4 November 2005 the Company issued 217,693,975 fully paid ordinary shares toTTP in full satisfaction of a debenture debt of HK$1,546,353,000 due by theCompany to TTP. On 25 November 2005 TTP offered its ordinary shares in the Company to TTP'sshareholders by way of an off-market pro-rata share buyback in the ratio of oneof the Company's shares for two TTP shares. On 13 January 2006 TTP transferred 212,249,116 ordinary shares in the Company toits shareholders and reduced its shareholding in the Company to 5,444,879shares. SHARE OPTIONS No options to subscribe for ordinary shares in the Company have been granted. DIRECTORS' SHAREHOLDINGS As at 15 February 2006 the interests of the Directors and persons connected withthem, all of which are beneficial, and substantial shareholders in the issuedordinary share capital of the Company are as follows: NUMBER OF SHARES % SHAREHOLDINGDavid Mathewson - -Don Fletcher - -Lu Wing Chi 19,293,553 8.86%Larry Lim - -David Runciman - -Richard Prickett - - Mr. Lu Wing Chi ("Mr. Lu"), and persons connected with him are deemed to bebeneficially interested in 19,293,553 Ordinary Shares, which represents 8.86% ofthe issued share capital of the Company. Mr. Lu is deemed interested in the saidOrdinary Shares by virtue of his 6.52% direct interest in JCS Limited ("JCS")and by virtue of him being a discretionary beneficiary of a discretionary trustwhich owns 26.08% of JCS. JCS is interested in 63.58% of Nan Luen InternationalLimited which is interested in 51.65% of S E A. DEALING IN THE COMPANY'S SHARES During the year, there was no purchase, sale or redemption by the Company, anyof its holding companies or subsidiaries of the Company's shares. DIRECTORS' INTERESTS IN CONTRACTS The following directors have entered into contracts with the Company: TITLE REMUNERATION/FEE PER ANNUMDavid Mathewson Independent Non-executive Chairman £40,000Don Fletcher Chief Executive Officer and Executive Director HK$2,680,000David Runciman Executive Director HK$1,200,000Larry Lim Finance Director HK$600,000Lu Wing Chi Non-executive Director £20,000Richard Prickett Independent Non-executive Director £20,000 DIRECTORS' REMUNERATION The Directors' fees paid for the year were HK$23,047 (2004: nil). RELATED PARTY TRANSACTIONS Details of related party transactions in relation to the sharing ofadministrative and project management resources between the Company and S E A,and fees charged by TTP for the provision of executive staff to the Company, aredisclosed in Note 24 to the financial statements. SUBSTANTIAL SHAREHOLDINGS As at 15 February 2006 the following major shareholders have the followingshareholdings in the Company: PERCENTAGE SHAREHOLDING OF ISSUED SHARESS E A Holdings Limited 174,775,445 80.3%Accident Compensation Corporation 11,163,553 5.1%Trans Tasman Properties Limited 5,444,879 2.5% A lock-in and orderly market agreement dated 10 January 2006 exists between (1)the Company(2) S E A and (3) HB Corporate pursuant to which S E A has undertakento the Company and HB Corporate (subject to certain limited exceptions), not todispose of the ordinary shares held by it following admission of the Company'sissued ordinary share capital to AIM (151,808,823 ordinary shares) at any timeprior to the first anniversary of the admission to AIM without the prior writtenconsent of HB Corporate. TTP is a subsidiary of S E A and as such is precluded from disposing of its5,444,879 shares for the same period as agreed by S E A. AUDITORS A resolution will be submitted to the Annual General Meeting to re-appointMessrs. Deloitte Touche Tohmatsu as auditors of the Company. On behalf of the BoardDon FletcherChief Executive Officer and Executive DirectorSingapore, 20 February 2006 Board of Directors The Board is comprised of three Non-executive Directors, two of whom areIndependent Non-executive Directors, and three Executive Directors. Briefbiographical details of the Board are detailed below: DAVID CARR MATHEWSON - NON-EXECUTIVE CHAIRMAN & INDEPENDENT NON-EXECUTIVE DIRECTOR Mr Mathewson is Chairman of Amazing Holdings plc and Geared Opportunities IncomeTrust plc and immediate past Chairman of Sportech plc. He is a Non-executiveDirector of Edinburgh UK Tracker Trust plc, Noble & Company Ltd, merchantbankers, and various private companies. He is a trustee of the Royal BotanicGarden, Edinburgh and a qualified chartered accountant. DONALD IAN FLETCHER - CHIEF EXECUTIVE OFFICER & EXECUTIVE DIRECTOR Mr Fletcher is the Chairman of TTP and was until Admission the Chief ExecutiveOfficer of TTP. Mr Fletcher also holds the responsibility for S E A HoldingsLimited group operations in New Zealand and Australia. He is a director of SEAHoldings New Zealand Limited, SEA Holdings Australia Pty Limited and variousAustralian and New Zealand subsidiaries of the S E A Group. Mr Fletcher joinedthe S E A Group in 1991 and has extensive knowledge of the Asia-Pacific regionproperty markets following considerable experience in the region over a periodof 19 years. Mr Fletcher is based in Singapore and prior to his appointment asCEO of TTP worked within the property sector in Hong Kong. DAVID ANDREW RUNCIMAN - EXECUTIVE DIRECTOR Mr Runciman is a Fellow of the Royal Institution of Chartered Surveyors and hasspent much of his working career in Asia dealing with all aspects of residentialand commercial real estate markets. He formerly served as Chairman for AsiaPacific for CBRE, the world's largest property services company. Mr Runcimanworked with Richard Ellis, (subsequently CBRE) for thirty years and wasresponsible for taking the business from 4 professionals in 1977 to a companywith over 2000 staff operating out of 54 offices throughout Asia in 2002. MrRunciman is the CEO of Scottish and Oriental Estates which is his own investmentcompany and has been a resident of Hong Kong since 1977. LARRY LIM KEE YONG - FINANCE DIRECTOR Mr Lim joined the TTP head office in Singapore in 2005 and was for the precedingnine years a finance manager of Singapore listed Keppel Telecommunications andTransportation Limited. Mr Lim is a qualified accountant with experience in theproperty, audit, finance and treasury fields. He has a bachelors degree inaccounting, finance and economics and is an associate member of CPA Australia. LU WING CHI - NON-EXECUTIVE DIRECTOR Mr Lu is Chairman of S E A Holdings Limited and is a director of numeroussubsidiary and associated companies. Mr Lu has over 36 years of experience inproperty investment and development in Hong Kong and throughout the Asia-Pacificregion. He is responsible for international investment planning strategieswithin the S E A Group. RICHARD OTHER PRICKETT - INDEPENDENT NON-EXECUTIVE DIRECTOR Mr Prickett is a Chartered Accountant and has many year's experience incorporate finance. He was Chairman of Brancote Holdings Plc from 1995 until itsmerger with Meridian Gold Inc. in July 2002. He is a Non-executive Director ofPatagonia Gold Plc, having previously been the Chairman and is also aNon-executive Director of the Capital Pub Company Plc. Corporate Governance The directors have implemented the Corporate Governance Guidelines for AIMCompanies published by the Quoted Companies Alliance, so far as it ispracticable. THE BOARD The Board meets regularly throughout the year. The Board has delegated specificresponsibilities to the committees described below: THE AUDIT COMMITTEE The audit committee, which comprises Mr Mathewson, Mr Fletcher and Mr Prickettand is chaired by Mr Mathewson, will meet at least twice a year. The committeewill monitor in discussion with the external auditors the integrity of thefinancial statements of the Company and any formal announcements relating to theCompany's financial performance. The committee will also review regular reportsfrom management and the external auditors on accounting and internal controlmatters. Where appropriate, the committee will monitor the progress of actiontaken in relation to such matters. The audit committee will also recommend the appointment of, and will review thefees of, the external auditors. THE REMUNERATION COMMITTEE The remuneration committee, which comprises Mr Mathewson, Mr Fletcher and MrPrickett and is chaired by Mr Mathewson, will meet at least once a year. The Committee is responsible for determining with the Board the framework orbroad policy for the remuneration of members of executive management and forreviewing the performance of the Executive Directors and for recommending thelevel and structure of their remuneration. THE NOMINATION COMMITTEE The role of the nomination committee is undertaken by the whole Board and ischaired by Mr Mathewson. The nomination committee considers the selection andre-appointment of Directors. It will identify and nominate candidates to fillboard vacancies and review regularly the structure, size and composition(including the skills, knowledge and experience) of the Board and makerecommendations to the Board with regard to any changes. SHARE DEALING CODE The Company has adopted a share dealing code for the Directors and certainemployees, which is appropriate for a company whose shares are admitted totrading on AIM and the Company takes all reasonable steps to ensure complianceby its Directors and any relevant employees. Auditors' Report INDEPENDENT AUDITORS' REPORT To the Shareholders of Asian Growth Properties Limited We have audited the accompanying consolidated balance sheet of Asian GrowthProperties Limited as of 31 December 2005 and the related income statement, cashflow statement and the statement of changes in equity for the year then ended.These financial statements are the responsibility of the Company's management.Our responsibility is to express an opinion on these financial statements basedon our audit. This report is made solely to you, as a body, in accordance withour agreed terms of engagement, and for no other purpose. We do not assumeresponsibility towards or accept liability to any other person for the contentsof this report. We conducted our audit in accordance with International Standards on Auditing.Those Standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by themanagement, as well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements give a true and fair view of thefinancial position of the Group as of 31 December 2005 and of the results of itsoperations and its cash flows for the year then ended, in accordance withInternational Financial Reporting Standards. Deloitte Touche TohmatsuCertified Public AccountantsHong Kong20 February 2006 Consolidated Income Statement FOR THE YEAR ENDED 31 DECEMBER 2005 NOTES 2005 2004 HK$'000 HK$'000Revenue 4 & 5 11,700 5,449Increase in fair value of investment property 6,000 10,842Bank interest income 8,604 -Other income 78 257Other expenses (9,334) (3,947)Interest expense 6 (715) (377) Profit before taxation 16,333 12,224Income tax expense 7 (1,921) (2,195) Profit for the year 14,412 10,029 HK$ HK$Earnings per share - basic 11 0.4 501,450 The accompanying notes form an integral part of these financial statements. Consolidated Balance Sheet AS AT 31 DECEMBER 2005 NOTES 2005 2004 HK$'000 HK$'000Non-current AssetInvestment property 12 56,000 50,000 Current AssetsProperties under development held for sale 13 1,440,725 1,367,914Debtors and deposits 14 2,764 204Bank balances and deposits 15 619,958 38,655 2,063,447 1,406,773 Current LiabilitiesCreditors, deposits received and accrued charges 16 9,137 7,999Income tax payable 989 206Amounts due to fellow subsidiaries 17 - 15,032Amount due to immediate holding company 17 - 912,918Bank borrowings - due within one year 18 1,200 1,200 11,326 937,355Net Current Assets 2,052,121 469,418 2,108,121 519,418 Capital and ReservesShare capital 19 84,429 -Share premium 1,461,924 -Retained profits 24,441 10,029 1,570,794 10,029 Non-current LiabilitiesBank borrowings - due after one year 18 508,200 481,400Deferred taxation 20 29,127 27,989 537,327 509,389 2,108,121 519,418 The financial statements were approved and authorised for issue by the Board ofDirectors on 20 February 2006 and are signed on its behalf by David Mathewson Don FletcherDIRECTOR DIRECTOR The accompanying notes form an integral part of these financial statements. Consolidated Statement of Changes in EquityFOR THE YEAR ENDED 31 DECEMBER 2005 SHARE SHARE RETAINED TOTAL CAPITAL PREMIUM PROFITS HK$'000 HK$'000 HK$'000 HK$'000At 1 January 2004 - - - -Issue of shares - - - -Profit for the year, representing total recognised income for the year - - 10,029 10,029At 31 December 2004 - - 10,029 10,029 At 1 January 2005 - - 10,029 10,029Issue of shares 84,429 1,461,924 - 1,546,353Profit for the year, representing total recognised income for the year - - 14,412 14,412At 31 December 2005 84,429 1,461,924 24,441 1,570,794 The accompanying notes form an integral part of these financial statements. Consolidated Cash Flow Statement FOR THE YEAR ENDED 31 DECEMBER 2005 2005 2004 HK$'000 HK$'000OPERATING ACTIVITIESCash received from tenants 11,690 6,875Cash used in purchase of property under development (54,656) (1,334,732)for saleCash paid to other suppliers (11,891) (2,185)Interest received 5,919 -NET CASH USED IN OPERATIONS (48,938) (1,330,042) INVESTING ACTIVITYPurchase of investment property - (39,158)CASH USED IN INVESTING ACTIVITY - (39,158) FINANCING ACTIVITIESProceeds from bank loans 28,000 483,500Funds received from immediate holding company 633,435 912,918Funds (repaid to) received from fellow subsidiaries (15,032) 15,032Repayment of bank loans (1,200) (900)Interest paid (14,962) (2,695)NET CASH FROM FINANCING ACTIVITIES 630,241 1,407,855 NET INCREASE IN CASH AND CASH EQUIVALENTS 581,303 38,655 CASH AND CASH EQUIVALENTS ATBEGINNING OF YEAR 38,655 - CASH AND CASH EQUIVALENTS AT END OF YEARrepresented by bank balances and deposits 619,958 38,655 The accompanying notes form an integral part of these financial statements. Notes to the Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2005 1. GENERAL The Company is a public limited company incorporated in the British VirginIslands ("B.V.I."). As at 31 December 2005, the parent is Trans TasmanProperties Limited ("TTP"), a company incorporated in New Zealand and listed onNew Zealand Exchange Limited. The directors consider that the Company's ultimateholding company is JCS Limited, a company incorporated in Bermuda, as anexempted company with limited liability. The addresses of the registered officeand principal place of business of the Company are disclosed in the directory tothe annual report. The financial statements are presented in Hong Kong dollars, which is thefunctional currency of the Company and its subsidiaries. The Company is an investment holding company. The principal subsidiaries of theCompany are engaged in property investment and development. The Company was incorporated on 17 February 2004. Prior to 2 March 2005, theentire interest of the Company and the entities now controlled by the Company(the "Subsidiaries") were separately held by TTP. On 2 March 2005, TTPtransferred the entire interest in the Subsidiaries to the Company. AsInternational Financial Reporting Standards ("IFRS") does not specify theaccounting for business combinations under common control, the Group has electedto apply principles of uniting of interests (merger accounting) in respect ofthis business combination under common control. Accordingly, the consolidatedincome statement, consolidated cash flow statement and relevant notes includedthe results and cash flows of the Company and the Subsidiaries have beenprepared as if the current group structure had been in existence throughout thetwo years ended 31 December 2005. The consolidated balance sheet as at 31December 2004 and relevant notes have been prepared to present the assets andliabilities of the Group as if the current group structure had been in existenceas at that date. 2. SIGNIFICANT ACCOUNTING POLICIES The financial statements have been prepared in accordance with IFRS. The financial statements have been prepared on the historical cost basis exceptfor the revaluation of investment property. The principal accounting policiesadopted are set out below. Basis of consolidation The financial statements of the Group consolidate the financial statements ofthe Company and its subsidiaries. Control is achieved where the Company has thepower to govern the financial and operating policies of an entity so as toobtain benefits from its activities. The results of subsidiaries acquired ordisposed of during the year are included in the consolidated income statementfrom the effective date of acquisition or up to the effective date of disposal,as appropriate. All intra-group transactions, balances, income and expenses are eliminated onconsolidation. Revenue recognition Rental income, including rentals invoiced in advance from properties let underoperating leases, is recognised on a straight-line basis over the term of therelevant lease. Initial direct costs incurred in negotiating and arranging anoperating lease are added to the carrying amount of the leased asset andrecognised as an expense on a straight-line basis over the lease term. Interest income from a financial asset is accrued on a time basis, by referenceto the principal outstanding and at the effective interest rate applicable,which is the rate that exactly discounts the estimated future cash receiptsthrough the expected life of the financial asset to that asset's net carryingamount. Investment properties Investment property including land under operating lease agreement, which isproperty held to earn rentals and/or for capital appreciation, is stated at itsfair value at the balance sheet date. On initial recognition, investmentproperties are measured at cost, including any directly attributableexpenditure. Subsequent to initial recognition, investment properties aremeasured using the fair value model. Gains or losses arising from changes in thefair value of investment property are included in profit or loss for the periodin which they arise. Properties under development held for sale Properties under development held for sale in the ordinary course of businessare classified under current assets and are stated at the lower of cost and netrealisable value. Cost comprises land cost and development cost includingattributable borrowing costs and charges capitalised during the developmentperiod that have been incurred in bringing the properties under development heldfor sale to their present location and condition. Net realisable valuerepresents the estimated selling price less all anticipated costs of completionand costs to be incurred in marketing, selling and distribution. Financial instruments Financial assets and financial liabilities are recognised on the Group's balancesheet when the Group becomes a party to the contractual provisions of theinstrument. Debtors and deposits Debtors and deposits are measured at initial recognition at fair value, and aresubsequently measured at amortised cost using the effective interest ratemethod. Impairment losses for estimated irrecoverable amounts are recognised inincome statement when there is objective evidence that the asset is impaired.The impairment loss recognised is measured as the difference between the asset'scarrying amount and the present value of the estimated future cash flowsdiscounted at the effective interest rate computed at initial recognition. Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits. Creditors, deposits received and amounts due to group companies Creditors, deposits received and amounts due to group companies are initiallymeasured at fair value, and are subsequently measured at amortised cost, usingthe effective interest rate method. Bank borrowings Interest bearing bank loans are initially measured at fair value and aresubsequently measured at amortised cost, using the effective interest ratemethod. Any difference between the proceeds (net of transaction costs) and thesettlement or redemption of borrowings is recognised over the term of theborrowings in accordance with the Group's accounting policy for borrowing costs. Equity instruments Equity instruments issued by the Company are recorded at the proceeds received,net of direct issue costs. Taxation Income tax expense represents the sum of the tax currently payable and deferredtax. The tax currently payable is based on taxable profit for the year. Taxableprofit differs from profit as reported in the income statement because itexcludes items of income and expense that are taxable or deductible in otheryears, and it further excludes income statement items that are never taxable ordeductible. The Group's liability for current tax is calculated using tax ratesthat have been enacted or substantively enacted by the balance sheet date. Deferred tax is the tax expected to be payable or recoverable on differencesbetween the carrying amount of assets and liabilities in the financialstatements and the corresponding tax bases used in the computation of taxableprofit, and is accounted for using the balance sheet liability method. Deferredtax liabilities are generally recognised for all taxable temporary differences,and deferred tax assets are recognised to the extent that it is probable thattaxable profits will be available against which deductible temporary differencescan be utilised. Such assets and liabilities are not recognised if the temporarydifference arises from the initial recognition of other assets and liabilitiesin a transaction that affects neither the taxable profit nor the accountingprofit. The carrying amount of deferred tax assets is reviewed at each balance sheetdate and reduced to the extent that it is no longer probable that sufficienttaxable profits will be available to allow all or part of the asset to berecovered. Deferred tax is calculated at the tax rates that are expected to apply in theperiod when the liability is settled or the asset is realised based on tax ratesthat have been enacted or substantively enacted by the balance sheet date.Deferred tax is charged or credited in the income statement, except when itrelates to items charged or credited directly to equity, in which case thedeferred tax is also dealt with in equity. Borrowing costs Borrowing costs directly attributable to the acquisition, construction orproduction of qualifying assets, which are assets that necessarily take asubstantial period of time to get ready for their intended use or sale, arecapitalised as part of the cost of those assets. Capitalisation of suchborrowing costs ceases when the assets are substantially ready for theirintended use or sale. Investment income earned on the temporary investment ofspecific borrowings pending their expenditure on qualifying assets is deductedfrom the borrowing costs capitalised. All other borrowing costs are recognised as expenses in the period in which theyare incurred. Foreign currencies The individual financial statements of each group entity are presented in thecurrency of the primary economic environment in which the entity operates (itsfunctional currency). For the purpose of the consolidated financial statements,the results and financial position of each entity are expressed in Hong Kongdollars, which is the functional currency of the Company, and the presentationcurrency for the consolidated financial statements. In preparing the financial statements of each individual group entity,transactions in currencies other than the functional currency of that entity(foreign currencies) are recorded in its functional currency at the rates ofexchanges prevailing on the dates of the transactions. Non-monetary items thatare measured in terms of historical cost in a foreign currency are notretranslated. 3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group's major financial instruments include debtors and deposits, bankbalances and deposits, creditors and deposits received, amounts due to groupcompanies and bank borrowings. Details of these financial instruments aredisclosed in respective notes. The risks associated with these financialinstruments and the policies on how to mitigate these risks are set out below.Management manages and monitors these exposures to ensure appropriate measuresare implemented on a timely and effective manner. Credit risk The Group's principal financial assets are debtors and deposits, bank balancesand deposits. The Group's maximum exposure to credit risk in the event of the counterpartiesfailure to perform their obligations at the balance sheet date in relation toeach class of recognised financial assets is the carrying amount of those assetsas stated in the consolidated balance sheet. In order to minimise the creditrisk, the management of the Group has monitoring procedures to ensure thatfollow-up action is taken to recover overdue debts. In addition, the Groupreviews the recoverable amount of each individual debt at each balance sheetdate to ensure that adequate impairment losses are made for irrecoverableamounts. In this regard, the directors of the Company consider that the Group'scredit risk is significantly reduced. Although the bank balances are concentrated on certain counterparties, thecredit risk on liquid funds is limited because the counterparties are banks withhigh credit ratings assigned by international credit rating agencies. Interest rate risk The Group has exposures to interest rate risk as its bank borrowings are subjectto floating interest rates. Currently, interest rate risk is not hedged.However, from time to time, if interest rates fluctuates significantly, interestrate swaps may be used to convert some of the floating interest rates onborrowings to fixed rates, to manage interest rate exposure. Currency risk The Group's principal assets and liabilities are denominated in Hong Kongdollars and therefore the Group has no significant exposure to foreign currencyrisk. 4. REVENUE Revenue represents rental income received and receivable for the year. 5. GEOGRAPHICAL AND BUSINESS SEGMENTS Business segments The Group is currently organised into two operating divisions - propertydevelopment and property investment. These divisions are the basis on which theGroup reports its primary segment information. Principle activities are: • Property development - development of properties • Property investment - leasing of properties Revenue and results REVENUE RESULTS 2005 2004 2005 2004 HK$'000 HK$'000 HK$'000 HK$'000Property development (note 22) 9,840 4,126 3,307 775Property investment 1,860 1,323 7,318 11,826 11,700 5,449 10,625 12,601Bank interest income 8,604 -Unallocated corporate expense (2,181) -Interest expense (715) (377)Profit before taxation 16,333 12,224Income tax expense (1,921) (2,195)Profit for the year 14,412 10,029 Other information CAPITAL INCREASE IN FAIR VALUE ADDITIONS OF INVESTMENT PROPERTY 2005 2004 2005 2004 HK$'000 HK$'000 HK$'000 HK$'000Property development - - - -Property investment - 39,158 6,000 10,842 - 39,158 6,000 10,842 Assets and liabilities 2005 2004 HK$'000 HK$'000Segment assetsProperty development 1,440,804 1,368,118Property investment 56,000 50,000 1,496,804 1,418,118Unallocated corporate assets 622,643 38,655Consolidated total assets 2,119,447 1,456,773Segment liabilitiesProperty development 7,031 7,215Property investment 555 784 7,586 7,999Unallocated corporate liabilities 541,067 1,438,745Consolidated total liabilities 548,653 1,446,744 Geographical segments The Group operates in Hong Kong only. 6. INTEREST EXPENSE 2005 2004 HK$'000 HK$'000Loan facility charges - 158Interest on: 15,406 2,318 - Bank borrowings wholly repayable within 5 years- Bank borrowings not wholly repayable within 5 years 715 219 16,121 2,695Less: Amounts capitalised to properties under development held for sale (15,406) (2,318) 715 377 Borrowing costs capitalised arose on borrowings specifically for the propertydevelopment projects. 7. INCOME TAX EXPENSE 2005 2004 HK$'000 HK$'000The charge comprises:Profits Tax - Hong Kong 783 206Deferred Tax - Hong Kong 1,138 1,989 1,921 2,195 Hong Kong Profits Tax is calculated at 17.5% (2004: 17.5%) of the estimatedassessable profit for the year. The expense for the year is reconciled to the accounting profit as follows: 2005 2004 HK$'000 HK$'000Profit before taxation 16,333 12,224Tax at the applicable tax rate of 17.5% (2004: 17.5%) 2,858 2,139Tax effect of income not taxable for tax purpose (1,506) -Tax effect of expense not deductible for tax purpose 424 28Tax effect of tax losses not recognised 157 34Other (12) (6)Taxation for the year 1,921 2,195 Details of deferred taxation are set out in note 20. 8. DIRECTORS' EMOLUMENTS The Directors' fees paid for the year were HK$23,047 (2004: nil). 9. EMPLOYEE EMOLUMENTS The Group and the Holding Company has no employees. 10. DIVIDENDS No dividend was paid or proposed during 2005, nor has any dividend been proposedsince the balance sheet date. 11. EARNINGS PER SHARE The calculation of the earnings per share is based on the following data: 2005 2004 HK$'000 HK$'000Earnings for the purposes of earnings per share 14,412 10,029 NUMBER OF SHARES 2005 2004Weighted average number of ordinary shares for the purposes of earnings per 33,996,065 20share 12. INVESTMENT PROPERTY 2005 2004 HK$'000 HK$'000Fair ValueAt beginning of the year 50,000 -Additions - 39,158Increase in fair value 6,000 10,842At end of the year 56,000 50,000 The fair value of the Group's investment property at 31 December 2005 has beendetermined on an open market basis at that date by Chesterton Petty Limited,independent registered valuers. The valuation, which conforms to InternationalValuation Standards, was arrived at using two primary methods, namely thecomparison approach and the income capitalisation approach. The property rental income earned by the Group from its investment property,leased out under operating leases, amounted to approximately HK$1,860,000 (2004:HK$1,380,000). Direct operating expenses arising on the investment property inthe year amounted to HK$635,000 (2004: HK$353,000). The leasehold land is situated in Hong Kong and held under an operating lease. 13. PROPERTIES UNDER DEVELOPMENT HELD FOR SALE All the Group's properties under development held for sale are carried at costand the amounts are expected to be recovered more than twelve months after thebalance sheet date. At 31 December 2005, the total borrowing costs capitalised as properties underdevelopment held for sale were HK$17,724,000 (2004: HK$2,318,000). 14. DEBTORS AND DEPOSITS 2005 2004 HK$'000 HK$'000Deposits 75 4Other debtors 2,689 200 2,764 204 The fair values of the Group's debtors and deposits at the balance sheet datesapproximate the corresponding carrying amounts. 15. BANK BALANCES AND DEPOSITS Bank balances and deposits comprise bank balances held by the Group and shortterm deposits which carry fixed interest rate of 3.9% with an original maturityof three months or less. The fair values of bank balances and deposits at thebalance sheet dates approximate the corresponding carrying amounts. 16. CREDITORS, DEPOSITS RECEIVED AND ACCRUED CHARGES 2005 2004 HK$'000 HK$'000Trade creditors 5,901 865Sundry creditors - 3,249Deposits received 1,285 1,373Accrued charges 1,951 2,512 9,137 7,999 The fair values of the Group's creditors and deposits received at the balancesheet dates approximates the corresponding carrying amounts. 17. AMOUNTS DUE TO FELLOW SUBSIDIARIES AND IMMEDIATE HOLDING COMPANY The amounts due to fellow subsidiaries and the immediate holding company wereunsecured and interest-free. The amounts due to fellow subsidiaries were fullyrepaid during the year. The amount due to the immediate holding company wascapitalised into share capital as disclosed in note 19. The fair values of the Group's amounts due to fellow subsidiaries at the balancesheet date approximates the corresponding carrying amounts. 18. BORROWINGS 2005 2004 HK$'000 HK$'000Total bank borrowings 509,400 482,600Total borrowings are repayable as follows:Within one year 1,200 1,200More than one year, but not exceeding two years 490,200 1,200More than two years, but not exceeding five years 3,600 464,600More than five years 14,400 15,600 509,400 482,600Less: Amount due for settlement within 12 months (1,200) (1,200)Amount due for settlement after 12 months 508,200 481,400 The Group has the following bank loans: (a) A 7-year term loan dated 28 February 2004, repayable by monthly instalmentsof HK$100,000 until February 2011 bearing interest at 0.67% over Hong KongInterbank Offered Rate ("HIBOR"). Security provided to the lender includes amortgage over the property, Shop 22, Excelsior Plaza, Causeway Bay, Hong Kong.As at 31 December 2005, the amount outstanding under the facility was HK$20.4million (2004: HK$21.6 million). The average effective interest rate during theyear was 4.75% (2004: 1.27%); (b) A 36-month HK$570 million term loan dated 15 November 2004, repayable on 15November 2007 or six months after the issuance of the certificate of completion,whichever is the earlier, bearing interest at 0.53% over HIBOR. Securityprovided to the lender includes a mortgage over the property, 97 Po Kong VillageRoad, San Po Kong, Kowloon, Hong Kong. As at 31 December 2005, the amountoutstanding under the facility was HK$374.5 million (2004: HK$351 million). Theeffective interest rate during the year ranged from 4.59% to 4.79% (2004: 0.7%);and (c) A 30-month HK$160 million term loan dated 15 December 2004, repayable on 15June 2007 or six months after the issuance of an occupation permit, whichever isthe earlier, bearing interest at 0.55% over HIBOR. Security provided to thelender includes a mortgage over the property, 223-227 Wanchai Road, Hong Kong.As at 31 December 2005, the amount outstanding under the facility was HK$114.5million (2004: HK$110 million). The effective interest rate during the yearranged from 4.6% to 4.9% (2004: 0.99%). The directors believe that the current interest rates represent prevailingmarket rates and therefore, the fair values of the bank borrowings estimated bydiscounting their future cash flows at the prevailing market borrowing ratesapproximate their carrying amounts at the balance sheet dates. 19. SHARE CAPITAL Movements during the year in the share capital of the Company were as follows: NUMBER OF SHARES NOMINAL VALUE 2005 2004 2005 2004 US$'000 US$'000Ordinary shares:Authorised:At beginning of the year 50,000 - 50 -Share split 950,000 - - -Increase for the year 499,000,000 50,000 24,950 50At the end of the year 500,000,000 50,000 25,000 50 Issued and fully paid:At beginning of the year 1 - - - Shares split 19 - - -Shares issued 217,693,975 1 10,885 -At the end of the year 217,693,995 1 10,885 - SHOWN IN THE FINANCIAL STATEMENTS AS 2005 2004 HK$'000 HK$'000Issued and fully paid capital at end of the year 84,429 - The Company was incorporated on 17 February 2004 with an authorised sharecapital of 50,000 ordinary shares with a par value of US$1 each. At the time ofincorporation, 1 share of US$1 was issued at par to the subscriber to providethe initial capital of the Company. On 2 November 2005, the Company reorganisedits share capital and split its shares by the ratio of 20:1. The nominal valueof the authorised share capital of the Company after the reorganisation wasUS$0.05 per share. On 4 November 2005, the Company increased its authorised capital to 500,000,000ordinary shares by the creation of 499,000,000 ordinary shares with a par valueof US$0.05 each. On 4 November 2005, the Company issued 217,693,975 fully paid ordinary shares toTTP in full satisfaction of the amount due to immediate holding company ofHK$1,546,353,000 as at that date. All ordinary shares rank equally with one vote attached to each fully paidordinary share. 20. DEFERRED TAXATION The following are the major deferred tax liabilities recognised and movementsthereon during the current and prior years: REVALUATION OF PROPERTIES 2005 2004 HK$'000 HK$'000At beginning of the year 27,989 -Fair value adjustment on acquisition of a property holding - 26.000subsidiaryCharge for the year 1,138 1,989At end of the year 29,127 27,989 At the balance sheet date, the Group has unused tax losses of HK$1,087,000(2004: HK$193,000) available for offset against future profits. No deferred taxasset has been recognised in respect of the tax losses due to theunpredictability of future profit streams. The tax losses may be carried forwardindefinitely. 21. MAJOR NON-CASH TRANSACTIONS During the year, 217,693,975 shares were issued to settle the amount due to theimmediate holding company of HK$1,546,353,000. 22. OPERATING LEASE ARRANGEMENTS The Group leased out its investment property and certain of its properties underdevelopment held for sale under operating leases. Properties under developmentare temporarily leased. Property rental income earned during the year wasHK$11,700,000 (2004: HK$5,449,000). The properties held have committed tenantsfor the next one year. At the balance sheet date, the Group had contracted with tenants for thefollowing future minimum lease payments: 2005 2004 HK$'000 HK$'000Within one year 878 11,700In the second to fifth year inclusive - 878 878 12,578 23. PLEDGE OF ASSETS At 31 December 2005, the Group had the following mortgages and/or pledges overits assets to secure banking facilities granted to the Group. (a) Fixed and floating charges on investment properties with an aggregatecarrying amount of HK$56,000,000 (2004: HK$50,000,000); (b) Fixed and floating charges on properties under development held for salewith an aggregate carrying amount of HK$862,586,000 (2004: HK$791,349,000); and (c) Unlisted shares of certain subsidiaries with assets principally comprised ofinvestment property and properties under development held for sale included in(a) and (b) above. 24. RELATED PARTY TRANSACTIONS (a) Management fee charged by the Company's immediate holding company for theprovision of executive staff of HK$4,523,000 (2004: nil); (b) Project management fees charged by an indirect subsidiary company of theultimate holding company for the provision of project management services ofHK$6,327,000 (2004: HK$4,864,000). The unsettled balance of the projectmanagement fees of HK$4,864,000 as at 31 December 2004 was fully repaid duringthe year; (c) Balances with related parties are disclosed in Note 17; (d) Details of the transfer of the interest of the Subsidiaries from TTP to theCompany are disclosed in Note 1; and (e) Details of compensation of key management personnel are disclosed in Note 8. 25. POST BALANCE SHEET EVENT On 16 January 2006, the Company was listed on the Alternative Investment Marketoperated by London Stock Exchange plc. 26. SUBSIDIARIES Details of the Company's subsidiaries at 31 December 2005 are as follows: PROPORTION OF OWNERSHIP INTERESTS PLACE OF INCORPORATION PRINCIPAL DIRECTLY% INDIRECTLY % ACTIVITIES Asian Growth Bermuda 100 - InactiveProperties LimitedEver Realty Limited B.V.I. 100 - Investment HoldingGlobal Success B.V.I. - 100 Investment HoldingHoldings Inc.Grace Art Development Hong Kong 100 - TreasuryLimitedNewsland Properties B.V.I. 100 - Investment HoldingLimitedRex Capital B.V.I. 100 - InactiveDevelopment LimitedSunfold Development Hong Kong - 100 InactiveLimitedTTP (BVI) Limited B.V.I. 100 - Investment HoldingTTP (Diamond Hill) Hong Kong - 100 Property DevelopmentLimitedTTP (Sha Tin) Limited Hong Kong - 100 Property DevelopmentTTP (Wanchai) Limited Hong Kong - 100 Property DevelopmentTTP Hong Kong Limited Hong Kong - 100 Property InvestmentVast Power B.V.I. 100 - Investment HoldingDevelopment Limited 27. ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE The Group has not early applied the following new standards and interpretations("new IFRSs") that have been issued but are not yet effective. The directors ofthe Company are in the process of assessing the potential impact of these newIFRSs and so far concluded that the application of these new IFRSs did not havesignificant impact on the financial statements of the Group. IAS 1 (Amendment) Capital Disclosures1 IAS 19 (Amendment) Actuarial Gains and Losses, Group Plans and Disclosures2 IAS 21 (Amendment) Net Investment in a Foreign Operation2 IAS 39 (Amendment) Cash Flow Hedge Accounting of Forecast IntragroupTransactions2 IAS 39 (Amendment) The Fair Value Option2 IAS 39 & IFRS 4 (Amendments) Financial Guarantee Contracts2 IFRS 6 Exploration for and Evaluation of Mineral Resources2 IFRS 7 Financial Instruments: Disclosures1 IFRIC-Int 4 Determining whether an Arrangement Contains a Lease2 IFRIC-Int 5 Rights to Interest Arising from Decommissioning, Restoration andEnvironmental Rehabilitation Funds2 IFRIC-Int 6 Liabilities arising from Participating in a Specific Market, WasteElectrical and Electronic Equipment3 IFRIC-Int 7 Applying the Restatement Approach under IAS 29 Financial Reportingin Hyperinflationary Economics4 IFRIC-Int 8 Scope of IFRS 25 1 Effective for annual periods beginning on or after 1 January 2007. 2 Effective for annual periods beginning on or after 1 January 2006. 3 Effective for annual periods beginning on or after 1 December 2005. 4 Effective for annual periods beginning on or after 1 March 2006. 5 Effective for annual periods beginning on or after 1 May 2006.Directory ASIAN GROWTH PROPERTIES LIMITED Registered OfficePortcullis TrustNet ChambersRoad TownPO Box 3444Tortola, British Virgin Islands Principal Place of Business16 Raffles Quay#42-07 Hong Leong BuildingSingapore 048581Telephone: + 65 6720 6055Facsimile: + 65 6720 6051 Directors David Carr MathewsonDonald Ian FletcherDavid Andrew RuncimanLarry Lim Kee YongLu Wing ChiRichard Other Prickett Company Secretary SHL Services Limited18th Floor, Edinburgh TowerThe Landmark15 Queen's Road CentralHong Kong Nominated Advisor and Broker HB Corporate40 Marsh WallLondon, E14 9TP UK Solicitors Stephenson HarwoodOne St Paul's ChurchyardLondon, EC4M 8SH Auditors Deloitte Touche Tohmatsu26/F Wing On Centre111 Connaught Road, CentralHong Kong Share Registrar Computershare Investor Services PlcPO Box 82The Pavilions, Bridgwater RoadBristol BS99 7NH This information is provided by RNS The company news service from the London Stock Exchange