September 26, 2007
Mr. Peter P.W. Tse
Group Executive Director and Chief Financial Officer
CLP Holdings Limited
147 Argyle Street
Kowloon,
Hong Kong Special Administrative Region, China
Re: CLP Holdings Limited
Form 20-F for fiscal year ended December 31, 2006
Filed June 22, 2007
File No. 333-08176
Dear Mr. Tse:
We have reviewed your filing and have the following
comments.
We have limited our review to your financial statements and
related
disclosures and do not intend to expand our review to other
portions
of your document. Please provide a written response to our
comments.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 20-F for the Fiscal Year Ended December 31, 2006
General
1. In future filings, please file Schedule II in support of
valuation
and qualifying accounts included in each balance sheet presented.
Specifically, this schedule should include, but not be limited to
your accounts receivable provisions. Refer to Rule 5-04(c) of
Regulation S-X.
Operating and Financial Review and Prospects, page 55
F. Tabular Disclosure of Contractual Obligations, page 74
2. Please revise your tabular disclosure of contractual
obligations
in future filings to include estimated interest payments on your
long-term debt and finance lease obligations. Since the table is
aimed at increasing transparency of cash flow, we believe these
payments should be included in the table. A footnote to the table
should provide appropriate disclosures regarding how you estimated
the interest payments. If you choose not to include these
payments,
a footnote to the table should clearly identify the excluded item
and
provide any additional information that is material to an
understanding of your cash requirements. Refer to Item 5.F of
Form
20-F and footnote 46 to SEC Release No. 33-8350.
Controls and Procedures, page 127
Disclosure Controls and Procedures, page 127
3. In future filings, please replace your reference to Rules 13-
14(c)
and 15d-14(c) of the Securities Exchange Act of 1934 with Rules
13a-
15(e) and 15d-15(e) of the Securities Exchange Act of 1934.
4. In future filings, if you choose to provide a definition of
disclosure controls and procedures, please include a complete
definition. Refer to Rule 13a-15(e) and 15d-15(e) of the
Securities
Exchange Act of 1934.
Notes to the Consolidated Financial Statements, page F-10
2. Significant Accounting Policies, page F-10
(C) Basis of Consolidation, page F-12
5. We note your statement that the accounting policies of jointly
controlled entities and associated companies have been changed to
ensure consistency with Group accounting policies. Considering
that
the accounting policies of unconsolidated entities do not need to
be
changed to be consistent with the investor`s policies under US
GAAP,
please tell us why these adjustments were not reversed for your
HKFRS
to US GAAP reconciliation. Also describe the policies which were
revised and their impact on your results of operations for each of
the three years in the period ending December 31, 2006.
16. Earnings per Share, page F-35
6. We note your presentation of adjusted earnings per share.
Please
confirm to us that you are expressly permitted to present adjusted
earnings per share under HKFRS. If so, cite for us the
authoritative
guidance in HKFRS and please include the following disclosures in
future filings:
* A statement disclosing the reasons why you believe that
presentation of adjusted earnings per share provides useful
information to investors regarding your financial condition and
results of operations; and
* A statement disclosing the additional purposes for which you use
adjusted earnings per share.
If, as we believe, adjusted earnings per share is not expressly
permitted under HKFRS, please remove this non-GAAP measure in
future
filings, or tell us why you believe it is permissible under Item
10(e) of Regulation S-K.
20. Interests in Jointly Controlled Entities, page F-41
7. We note your disclosure that you own 70% of both Fangchenggang
and
Guizhou CLP Power and that none of the joint venture partners has
unilateral control over the economic activity of these entities.
Please include additional disclosure in future filings to further
clarify this statement as it relates to voting rights, your share
of
profits and losses or any other relevant factors you considered in
determining your accounting treatment. We further note that you
have
not presented a HKFRS to US GAAP reconciling item for the
consolidation of these entities. Please tell us the basis for
your
conclusion that these entities should not be consolidated for US
GAAP
purposes.
Closing Comments
Please respond to this comment within 10 business days or
tell
us when you will provide us with a response. Please furnish a
letter
that keys your response to our comment and provides any requested
information. Detailed letters greatly facilitate our review.
Please
understand that we may have additional comments after reviewing
your
response to our comment.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact me at (202) 551-3716 if you have questions
regarding comments on the financial statements and related
matters.
Sincerely,
William Choi
Branch Chief
Mr. Peter P.W. Tse
CLP Holdings Limited
September 26, 2007
page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561
DIVISION OF
CORPORATION FINANCE
MAIL STOP 3561