Exhibit 99.1
Item 3. | Key Information |
Selected Financial Data
The acquisition of equity interest of China Metro-Rural Limited has been accounted for as a combination of entities under common control in a manner similar to pooling of interests as both the Company and China Metro-Rural Limited were controlled by Mr. Cheng Chung Hing, Ricky immediately prior to and immediately after the Merger. On this basis, the consolidated financial statements of China Metro-Rural Holdings Limited for periods prior to the Merger have been restated to include, to the extent of the equity interest of China Metro-Rural Limited held by Mr. Cheng Chung Hing, Ricky, the assets and liabilities and results of operations of China Metro-Rural Limited for those periods as if China Metro-Rural Holdings Limited had been the holding company of China Metro-Rural Limited at the beginning of the financial period reported in the consolidated financial statements or when the Company and China Metro-Rural Limited came under common control by Mr. Cheng Chung Hing, Ricky, whichever is later, and all assets and liabilities of China Metro-Rural Limited have been stated at historical carrying amounts. The acquisition by the Company of interest owned by all the shareholders of China Metro, including Mr. Cheng, was treated as an equity transaction at the completion date of the Merger.
On July 28, 2010, the Company declared a dividend to its shareholders which was satisfied by way of distribution in specie of the entire equity interest in Man Sang International Limited, or MSIL, held by the Company, represented approximately 494 million ordinary shares of MSIL, or the Distribution, and was completed in August 2010. Upon the completion of the Distribution, the Group no longer held any interests in MSIL and has discontinued its pearls and real estate businesses, or the Discontinued Operations, which was previously operated through MSIL. The summary of consolidated income statement re-presents the results of continuing operations, where the results of MSIL are accounted for as discontinued operations net of taxation for all years presented.
The selected consolidated statements of operation data presents the results for the five years ended March 31, 2010, 2009, 2008, 2007 and 2006 on the basis of International Financial Reporting Standards as issued by the International Accounting Standards Board. The Company’s historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial data below should be read in conjunction with our consolidated financial statements and notes thereto, “Item 5. Operating and Financial Review and Prospects” below, and the other information contained in Exhibit 99.4 to this Form 6-K.
The selected consolidated income statements for the years ended March 31, 2010, 2009 and 2008 have been derived from our audited consolidated financial statements included elsewhere in Exhibit 99.6 to this Form 6-K. The selected consolidated income statements for the years ended March 31, 2007 and 2006 have been derived from our unaudited consolidated financial statements.
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For the years ended March 31, | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
(As restated) | (As restated) | (As restated) | (As restated) | (As restated) | ||||||||||||||||
(HK$ in thousands) | ||||||||||||||||||||
Income Statements Data: | ||||||||||||||||||||
Continuing operation: | ||||||||||||||||||||
Revenue | 337,659 | 1,044 | — | — | — | |||||||||||||||
Cost of sales | (209,415 | ) | (664 | ) | — | — | — | |||||||||||||
Gross profit | 128,244 | 380 | — | — | — | |||||||||||||||
Other income, net | 36,154 | 1,276 | 758 | — | — | |||||||||||||||
Other (losses)/gains, net | (146 | ) | 132,537 | — | — | — | ||||||||||||||
Selling expenses | (8,276 | ) | (10,890 | ) | (6,472 | ) | — | — | ||||||||||||
Administrative expenses | (59,676 | ) | (31,496 | ) | (20,487 | ) | (5,210 | ) | (5,135 | ) | ||||||||||
Increase in fair values of investment properties and investment properties under construction | 155,631 | 6,556 | 23,392 | — | — | |||||||||||||||
Operating profit/(loss) | 251,931 | 98,363 | (2,809 | ) | (5,210 | ) | (5,135 | ) | ||||||||||||
Finance income | 365 | 1,879 | 1,729 | 405 | 465 | |||||||||||||||
Profit/(loss) before income tax | 252,296 | 100,242 | (1,080 | ) | (4,804 | ) | (4,670 | ) | ||||||||||||
Income tax expenses | (86,558 | ) | (26,724 | ) | (4,548 | ) | — | — | ||||||||||||
Profit/(loss) for the year from continuing operation | 165,738 | 73,518 | (5,628 | ) | (4,804 | ) | (4,670 | ) | ||||||||||||
Discontinued operations: | ||||||||||||||||||||
(Loss)/profit for the year from discontinued operations, net of tax | (24,189 | ) | (140,336 | ) | 407,559 | 62,645 | 45,864 | |||||||||||||
Profit/(loss) for the year | 141,549 | (66,818 | ) | 401,931 | 57,841 | 41,194 | ||||||||||||||
Attributable to: | ||||||||||||||||||||
Equity holders of the Company | 171,408 | 42,540 | 93,850 | 27,638 | 19,507 | |||||||||||||||
Non-controlling interests | (29,859 | ) | (109,358 | ) | 308,081 | 30,203 | 21,687 | |||||||||||||
141,549 | (66,818 | ) | 401,931 | 57,841 | 41,194 | |||||||||||||||
Earnings per share from continuing and discontinued operations attributable to equity holders of the Company during the year: | ||||||||||||||||||||
Basic earnings per share | ||||||||||||||||||||
From continuing operation | HK$ | 2.60 | HK$ | 1.16 | HK$ | (0.08 | ) | HK$ | (0.08 | ) | HK$ | (0.07 | ) | |||||||
From discontinued operations | HK$ | 0.08 | HK$ | (0.49 | ) | HK$ | 1.55 | HK$ | 0.51 | HK$ | 0.38 | |||||||||
HK$ | 2.68 | HK$ | 0.67 | HK$ | 1.47 | HK$ | 0.43 | HK$ | 0.31 | |||||||||||
Diluted earnings per share | ||||||||||||||||||||
From continuing operation | HK$ | 2.60 | HK$ | 1.16 | HK$ | (0.08 | ) | HK$ | (0.08 | ) | HK$ | (0.08 | ) | |||||||
From discontinued operations | HK$ | 0.08 | HK$ | (0.49 | ) | HK$ | 1.50 | HK$ | 0.50 | HK$ | 0.38 | |||||||||
HK$ | 2.68 | HK$ | 0.67 | HK$ | 1.42 | HK$ | 0.42 | HK$ | 0.30 | |||||||||||
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The following table sets forth selected statements of financial position data as of the dates indicated. The selected consolidated statements of financial position data as of March 31, 2010 and 2009 have been derived from our audited consolidated financial statements included in Exhibit 99.6 to this Form 6-K. The selected consolidated statement of financial position data as of March 31, 2008, 2007 and 2006 have been derived from our unaudited consolidated financial statements.
As of March 31, | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
(As restated) | (As restated) | (As restated) | (As restated) | (As restated) | ||||||||||||||||
(HK$ in thousands) | ||||||||||||||||||||
Statements of Financial Position Data: | ||||||||||||||||||||
Total non-current assets | 1,481,913 | 1,213,858 | 1,401,260 | 338,858 | 244,676 | |||||||||||||||
Total current assets | 1,996,151 | 1,609,514 | 1,731,969 | 422,191 | 435,919 | |||||||||||||||
Total assets | 3,478,064 | 2,823,372 | 3,133,229 | 761,049 | 680,595 | |||||||||||||||
Total current liabilities | 1,159,000 | 1,008,163 | 1,128,802 | 42,628 | 35,859 | |||||||||||||||
Total non-current liabilities | 461,503 | 415,986 | 529,081 | 14,618 | 12,256 | |||||||||||||||
Total liabilities | 1,620,503 | 1,424,149 | 1,657,883 | 57,246 | 48,115 | |||||||||||||||
Total equity | 1,857,561 | 1,399,223 | 1,475,346 | 703,803 | 632,480 |
The following table sets forth selected income statements data of the Discontinued Operations for the five years ended March 31, 2010, 2009, 2008, 2007 and 2006 on the basis of International Financial Reporting Standards as issued by the International Accounting Standards Board. The selected income statements data of the Discontinued Operations for the years ended March 31, 2010, 2009 and 2008 have been derived from our audited consolidated financial statements included in Exhibit 99.6 to this Form 6-K. The selected income statements data of the Discontinued Operations for the years ended March 31, 2007 and 2006 have been derived from our unaudited consolidated financial statements.
For the years ended March 31, | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
(HK$ in thousands) | ||||||||||||||||||||
Income Statements Data of the Discontinued Operations: | ||||||||||||||||||||
Revenue | 339,379 | 359,734 | 640,493 | 402,503 | 381,659 | |||||||||||||||
Cost of sales | (276,602 | ) | (226,422 | ) | (363,483 | ) | (285,580 | ) | (272,442 | ) | ||||||||||
Gross profit | 62,777 | 133,312 | 277,010 | 116,923 | 109,217 | |||||||||||||||
Other income and gains/(losses), net | 16,776 | (9,783 | ) | (41,890 | ) | 26,407 | 5,584 | |||||||||||||
Expenses | (114,073 | ) | (141,100 | ) | (114,120 | ) | (84,481 | ) | (71,840 | ) | ||||||||||
(Decrease)/increase in fair values of investment properties and investment properties under construction | (3,991 | ) | (184,572 | ) | 456,515 | 1,957 | 40 | |||||||||||||
Operating (loss)/profit | (38,511 | ) | (202,143 | ) | 577,515 | 60,806 | 43,001 | |||||||||||||
Finance income—net | 238 | 9,729 | 17,296 | 8,988 | 6,674 | |||||||||||||||
Share of results of an associate | 48 | (53 | ) | (7 | ) | — | — | |||||||||||||
(Loss)/profit before income tax | (38,225 | ) | (192,467 | ) | 594,804 | 69,794 | 49,675 | |||||||||||||
Income tax credits/(expenses) | 14,036 | 52,131 | (187,245 | ) | (7,149 | ) | (3,811 | ) | ||||||||||||
(Loss)/profit for the year | (24,189 | ) | (140,336 | ) | 407,559 | 62,645 | 45,864 | |||||||||||||
Attributable to: | ||||||||||||||||||||
Equity holders of the Company | 5,504 | (30,978 | ) | 99,478 | 32,442 | 24,177 | ||||||||||||||
Non-controlling interests | (29,693 | ) | (109,358 | ) | 308,081 | 30,203 | 21,687 | |||||||||||||
(24,189 | ) | (140,336 | ) | 407,559 | 62,645 | 45,864 | ||||||||||||||
Earnings per share for profit from the Discontinued Operations attributable to equity holders of the Company during the year | ||||||||||||||||||||
Basic | HK$ | 0.08 | HK$ | (0.49 | ) | HK$ | 1.55 | HK$ | 0.51 | HK$ | 0.38 | |||||||||
Diluted | HK$ | 0.08 | HK$ | (0.49 | ) | HK$ | 1.50 | HK$ | 0.50 | HK$ | 0.38 | |||||||||
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The following table sets forth selected statements of financial position data of the Discontinued Operations as of the dates indicated. The selected statements of financial position data of the Discontinued Operations as of March 31, 2010 and 2009 have been derived from our audited consolidated financial statements included in Exhibit 99.6 to this Form 6-K. The selected statements of financial position data of the Discontinued Operations as of March 31, 2008, 2007 and 2006 have been derived from our unaudited consolidated financial statements.
As of March 31, | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
(HK$ in thousands) | ||||||||||||||||||||
Statements of Financial Position Data of the Discontinued Operations: | ||||||||||||||||||||
Total non-current assets | 1,015,399 | 1,132,000 | 1,253,535 | 338,858 | 244,676 | |||||||||||||||
Total current assets | 1,059,250 | 946,309 | 1,082,849 | 421,531 | 416,971 | |||||||||||||||
Total assets | 2,074,649 | 2,078,309 | 2,336,384 | 760,389 | 661,647 | |||||||||||||||
Total current liabilities | 722,506 | 598,364 | 566,799 | 40,027 | 32,617 | |||||||||||||||
Total non-current liabilities | 107,907 | 206,634 | 321,502 | 14,618 | 12,256 | |||||||||||||||
Total liabilities | 830,413 | 804,998 | 888,301 | 54,645 | 44,873 | |||||||||||||||
Total equity | 1,244,236 | 1,273,311 | 1,448,083 | 705,744 | 616,774 |
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