Interim Report 2024
CK
Infrastructure
Energy Infrastructure
Transportation Infrastructure
Water Infrastructure
Waste Management
Household Infrastructure
Infrastructure Related Businesses
GLOBAL INFRASTRUCTURE PLAYER
CKI
A
Leading Player in the Global Infrastructure Arena
CKI is one of the world's largest
global infrastructure companies. The company aims to make the world
a better place through a variety of infrastructure investments and
developments in different parts of the world. The Group has
diversified investments in Energy Infrastructure, Transportation
Infrastructure, Water Infrastructure, Waste Management,
Waste-to-energy, Household Infrastructure and Infrastructure
Related Businesses. Its investments and operations span Hong Kong,
Mainland China, the United Kingdom, Continental Europe, Australia,
New Zealand, Canada and the United States.
THE
HALF YEAR AT A GLANCE
4,311
Profit attributable to shareholders
(HK$ million)
1.71
Earnings per share (HK$)
0.72
Interim dividend per share
(HK$)
CONTENTS
2 Corporate Information and
Key Dates
4 Chairman's
Letter
11
Financial Review
13
Directors' Biographical Information
24
Consolidated Income Statement
25
Consolidated Statement of Comprehensive Income
26
Consolidated Statement of Financial Position
27
Consolidated Statement of Changes in Equity
29
Condensed Consolidated Statement of Cash Flows
30
Notes to the Consolidated Interim Financial Statements
41
Directors' Responsibility Statement
42
Directors' Interests and Short Positions in Shares, Underlying
Shares and Debentures
48
Interests and Short Positions of Shareholders
50
Corporate Governance
56
Other Information
57 Risk
Factors
CORPORATE INFORMATION AND KEY DATES
BOARD OF DIRECTORS
Executive Directors
LI Tzar Kuoi, Victor
(Chairman)
FOK Kin Ning, Canning (Deputy
Chairman)
Frank John SIXT
KAM Hing Lam (Group Managing
Director)
IP Tak Chuen, Edmond (Deputy
Chairman)
Andrew John HUNTER (Deputy Managing
Director)
CHAN Loi Shun (Chief Financial
Officer)
CHEN Tsien Hua
Independent Non-executive Directors
CHEONG Ying Chew, Henry
KWOK Eva Lee
SNG Sow-mei alias POON Sow Mei
LAN Hong Tsung, David
Paul Joseph TIGHE
Non-executive Directors
LEE Pui Ling, Angelina
George Colin MAGNUS
Alternate Directors
MAN Ka Keung, Simon
(alternate to IP Tak Chuen,
Edmond)
Eirene YEUNG
(alternate to KAM Hing
Lam)
AUDIT COMMITTEE
Paul Joseph TIGHE
(Chairman)
CHEONG Ying Chew, Henry
SNG Sow-mei alias POON Sow
Mei
LAN Hong Tsung, David
REMUNERATION COMMITTEE
CHEONG Ying Chew, Henry
(Chairman)
LI Tzar Kuoi, Victor
SNG Sow-mei alias POON Sow
Mei
NOMINATION COMMITTEE
KWOK Eva Lee (Chairperson)
LI Tzar Kuoi, Victor
CHEONG Ying Chew, Henry
SUSTAINABILITY COMMITTEE
IP Tak Chuen, Edmond
(Chairman)
Paul Joseph TIGHE
LAN Hong Tsung, David
Eirene YEUNG
EXECUTIVE COMMITTEE
LI Tzar Kuoi, Victor
(Chairman)
KAM Hing Lam
IP Tak Chuen, Edmond
Andrew John HUNTER
CHAN Loi Shun
CHEN Tsien Hua
CHAN Kee Ham, Ivan
LUN Pak Lam
LUK Sai Hong, Victor
TONG BARNES Wai Che, Wendy
Duncan Nicholas MACRAE
CHIU Yue Seng
COMPANY SECRETARY
Eirene YEUNG
AUTHORISED REPRESENTATIVES
IP Tak Chuen, Edmond
Eirene YEUNG
PRINCIPAL BANKERS
Australia and New Zealand Banking
Group Limited
Bank of China (Hong Kong) Limited
Barclays Bank PLC
BNP Paribas
Canadian Imperial Bank of
Commerce
Mizuho Bank, Ltd.
MUFG Bank, Ltd.
Commonwealth Bank of
Australia
The Hongkong and Shanghai Banking
Corporation Limited
AUDITOR
Deloitte Touche Tohmatsu
Registered Public Interest Entity Auditors
LEGAL ADVISERS
Woo, Kwan, Lee & Lo
REGISTERED OFFICE
Clarendon House, Church Street,
Hamilton HM11, Bermuda
PRINCIPAL PLACE OF BUSINESS
12th Floor, Cheung Kong Center, 2
Queen's Road Central, Hong Kong
PRINCIPAL SHARE REGISTRAR AND TRANSFER
OFFICE
Computershare Investor Services
(Bermuda) Limited
5 Reid Street, PO Box HM
1475,
Hamilton HM FX, Bermuda
(Location of principal register of members at Clarendon House,
Church Street, Hamilton HM 11, Bermuda)
BRANCH SHARE REGISTRAR AND TRANSFER OFFICE
Computershare Hong Kong Investor
Services Limited
Rooms 1712-1716, 17th Floor, Hopewell
Centre, 183 Queen's Road East, Hong Kong
STOCK CODES
Stock Exchange of Hong Kong:
1038
London Stock Exchange: CKI
Bloomberg: 1038 HK
Reuters: 1038.HK
WEBSITE
www.cki.com.hk
INVESTOR RELATIONS
For further information about CK
Infrastructure Holdings Limited, please contact:
Ivan
CHAN
CK Infrastructure Holdings
Limited
12th Floor, Cheung Kong
Center,
2 Queen's Road Central,
Hong Kong
Telephone: (852) 2122 3986
Facsimile: (852) 2501 4550
Email:
contact@cki.com.hk
KEY
DATES
Interim Results
Announcement
14th August, 2024
Record Date for Interim
Dividend
13th September, 2024
Payment of Interim
Dividend
25th September, 2024
CHAIRMAN'S LETTER
GROWTH MOMENTUM CONTINUES ON STRONG SOLID
FOUNDATION
CK Infrastructure Holdings Limited
("CKI", the "Company" or the "Group") achieved a stable performance
during the first half of 2024. While underlying uncertainties
stemming from weak economies, high interest rates and ongoing
geopolitical tensions remain in the global markets, CKI continues
to provide steady operating results from a diverse portfolio of
infrastructure businesses.
For the six months ended 30th June,
2024, the Group recorded profit attributable to shareholders of
HK$4,311 million, representing an increase of 2% as compared with
the same period last year.
During the period under review, two
acquisitions in the United Kingdom were made. These meaningful
additions further strengthen the Group's portfolio.
DIVIDEND GROWTH
The Board of Directors of CKI (the
"Board") has declared an interim dividend for 2024 of HK$0.72 per
share (2023: HK$0.71 per share), representing 1.4% growth over the
corresponding period last year. The interim dividend will be paid
on Wednesday, 25th September, 2024, to shareholders whose names
appear on the Register of Members of the Company at the close of
business on Friday, 13th September, 2024. As at the date hereof,
the Company does not hold any treasury shares (whether in the
Central Clearing and Settlement System, or otherwise).
BUSINESS REVIEW
Power Assets
Profit contribution from Power Assets
was HK$1,082 million, an increase of 2% as compared to the same
period last year. Operational performance of businesses in Power
Assets's portfolio continued to be resilient. In April, HK Electric
entered into a contract to construct a new gas-fired generation
unit, another step in advancing towards the phasing out of
coal-fired generation by 2035.
United Kingdom Infrastructure Portfolio
Profit contribution from the United
Kingdom was HK$1,865 million, an increase of 17% as compared with
the same period last year. (In local currency, the result was an
increase of 14%.) This positive growth can be mainly attributed to
higher revenue, lower finance charges borne by the portfolio's
businesses, and higher foreign currency exchange between the Pound
Sterling and the Hong Kong Dollar.
UK Power Networks ("UKPN") performed
strongly despite the fact that results were negatively impacted by
the commencement of the new regulatory period in April last year.
During the period under review, UK Power Networks Services, the
non-regulated arm of UKPN, acquired a 69 MW renewable energy
portfolio, comprising mainly solar assets. With 90% of the revenue
underpinned by long-term agreements and renewable subsidies from
the United Kingdom government, this additional business is poised
to generate recurrent and stable returns and cashflows. It also
expands the Group's renewable energy capacity - a much in demand
commodity - in the country.
Northern Gas Networks and Wales &
West Gas Networks reported solid earnings, benefitting from good
operating performances and lower finance costs. Both companies are
actively working on hydrogen-related projects as they make further
inroads into contributing towards the country's net zero
target.
In July 2024, Northumbrian Water
received the draft determination for the regulatory period from
2025-2030, potentially providing for higher allowed returns and
higher total expenditure allowances. The final determination will
be announced at the end of the year. Possible investments over the
next five-year period of more than £4.5 billion have been proposed
by Northumbrian Water for upgrading the network to improve water
quality, enhancing environmental performance, upgrading water
treatment and monitoring, as well as ensuring reliable and
resilient water supply.
UK Rails achieved a satisfactory
performance in the first half of 2024. Upgrade and modification
projects for a number of fleets are progressing smoothly as
planned.
At the end of April 2024, CKI,
alongside strategic partners CK Asset and Power Assets, completed
the acquisition of Phoenix Energy, the largest gas distribution
network in Northern Ireland. The enterprise value of the entire
transaction was approximately HK$7.4 billion. CKI owns 40% of the
shareholding of this company. Phoenix Energy covers 78% of gas
connections in Northern Ireland and serves 48% of the population
there. Operating under a regulatory framework, Phoenix Energy
provides CKI with stable cashflows, immediate yield and recurring
profits.
Australian Infrastructure Portfolio
Profit contribution from the
portfolio of infrastructure investments in Australia increased 5%
over the previous period to HK$864 million. (In local currency, the
result was an increase of 7%.) The increase is mainly attributed to
higher revenues generated from the various businesses.
SA Power Networks is currently
working on its draft proposal for the upcoming regulatory reset for
the period 2025-2030 and will submit its proposal in December. In
May, SA Power Networks became the first Australian electricity
distribution network to receive certification from the Climate Bond
Initiative.
Victoria Power Networks and United
Energy, the Group's electricity distribution networks in the state
of Victoria, implemented prompt remedial works after severe storms
hit the state in January and February. Beon, the unregulated
businesses of Victoria Power Networks, has been awarded a number of
solar and battery projects amidst the country's ramp up on
renewable energy construction.
Australian Gas Infrastructure Group
(AGIG), which consists of Australian Gas Networks, Multinet Gas
Networks and the Dampier Bunbury Pipeline, recorded good
operational performance. AGIG is a leader in Australia's renewable
hydrogen industry. In South Australia, Hydrogen Park South
Australia ("HyP SA") is the largest operational electrolyser in the
country. It supplies about 3,700 customers in southern Adelaide
with a blend of up to 10% renewable hydrogen in the gas network - a
first in Australia. Other renewable hydrogen projects being
developed by AGIG include Hydrogen Park Gladstone ("HyP
Gladstone"), which will soon commence blending renewable hydrogen
into the network, and Hydrogen Park Murray Valley ("HyP MV"), of
which the electrolyser is under construction.
Performance from Energy Developments
("EDL") was stable. Expansion of the Agnew power station in Western
Australia was completed in April, with increased gas generation
complementing the solar, wind and battery facilities for the gold
mine, yielding additional revenue to EDL.
Infrastructure Portfolio in Continental
Europe
In Continental Europe, profit
contribution was HK$419 million, a slight decrease of 1%. (In local
currency, the result was the same as last year.) During the period
under review, ista achieved a stable performance. The
reconstruction of Dutch Enviro Energy's waste-to-energy plant in
Rozenburg subsequent to the fire incident last year has progressed
well.
Canadian Infrastructure Portfolio
Profit contribution from Canada was
HK$301 million, a decrease of 25% from the corresponding period
last year. (In local currency, the result was a decrease of 25%.)
The performance was mainly impacted by lower contribution from
Canadian Power due to the absence of last year same period's
particularly high energy prices. Canadian Midstream Assets recorded
a solid performance, Reliance Home Comfort satisfactory operations,
while Park'N Fly saw strong demand in its key markets of Toronto
and Montreal, boosting revenues.
New
Zealand Portfolio
Net profit contribution from New
Zealand increased 11% to HK$80 million during the first half. (In
local currency, the result was an increase of 13%.) A strong
performance was realised from Enviro NZ, while the Draft Decision
for the regulatory period commencing April 2025 for Wellington
Electricity was released in May with the Final Decision due in
November.
Hong
Kong and Mainland China Business
In Hong Kong and Mainland China,
CKI's portfolio recorded profit contribution of HK$96 million, a
decrease of 6%. The toll road operations in Mainland China saw low
traffic volume, while both pricing and sales volume were low for
the infrastructure materials manufacturing business in Mainland
China.
STRONG FINANCIAL PLATFORM
CKI's financial position continued to
be strong and robust. Cash on hand was HK$9.2 billion. The net debt
to net total capital ratio was a healthy 9.8% as at 30th June,
2024, and an industry low of 47.8% when sharing of net debt in
infrastructure investment portfolio on a look-through basis. This
sound underlying foundation provides the Group with the financial
flexibility to weather any market uncertainties and form a solid
backing for new acquisition opportunities.
Standard & Poor's has reaffirmed
the Group's credit rating of "A/Stable" in February.
CONTINUED PROGRESS IN ENVIRONMENTAL
SUSTAINABILITY
CKI continues to make encouraging
progress and achievements in the areas of sustainability and
decarbonisation. The electricity distribution networks are making
investments in systems to support their local communities towards
achieving net zero with initiatives such as smart grid, EV charging
facilities and integration systems with solar, wind and battery.
The gas distribution networks in the United Kingdom and Australia
continue to work on clean hydrogen and biomethane projects, while
EDL's sustainable energy production from landfill gas is making
good headway. Other notable initiatives include UK Rails's battery
trains, Dutch Enviro Energy's carbon capture project, Canadian
Power's Okanagan wind farms, HK Electric's gas-fired generation
unit, and UK Power Networks Services's newly added renewables
portfolio, which consists of 70 renewable generation assets
including 65 solar photovoltaic, four onshore wind and one hydro
generation assets.
CKI will also continue to study new
investment opportunities that arise from this global
decarbonisation journey as part of the overall business development
strategy.
SUBSEQUENT EVENT
On 14th August, 2024, it was
announced that a consortium comprising CKI, CK Asset and Power
Assets, which will own 40%, 40% and 20% interests in the portfolio,
respectively, had entered into an agreement to acquire a portfolio
of operating onshore wind farms in the United Kingdom for a
purchase price of approximately £350 million (approximately HK$3.5
billion). This marks CKI's third acquisition in 2024. The
transaction is expected to be completed in September. The portfolio
comprises of 32 wind farms located in England, Scotland and Wales,
totalling 175 MW in installed capacity and 137 MW in net
attributable capacity. The portfolio will provide immediate
returns, stable cashflows and recurring profit contributions.
Revenues are generated from (i) government subsidies, which are
inflation-linked; and (ii) power revenue, including from power
purchase agreements as well as from selling power to the
market.
OUTLOOK
Market uncertainties persist around
the world as interest rates remain high and geopolitical tensions
pervade headlines. With strong recurring income and predictable
cashflow, CKI has shown its resilience during difficult financial
times.
Despite the challenging backdrop, CKI
is in an advantageous position to explore new acquisitions with its
strategic partners within the CK Group, including CK Asset and
Power Assets, who also have very solid financials. Given the higher
interest rate environment and tightened liquidity, the barriers to
entry in the infrastructure sector are expected to be heightening,
benefitting existing players with operational experience and
financial strength like ourselves.
As we broaden the diversity of our
infrastructure portfolio in terms of industry sector and geographic
location, the Group is also focused on driving organic growth,
nurturing more synergies within our business units, and pursuing
other meaningful growth opportunities that arise from the
ever-changing environment.
As always, we can never overstate our
emphasis on fiscal responsibility. By carefully offsetting
continued earnings growth with a comfortable gearing position, we
strive to capture the optimum balance between stability and growth.
In addition, there is no "must win" mantra when it comes to our
acquisition bids.
I would like to take this opportunity
to thank the Board, our staff and our stakeholders for their
continued support and commitment to the Group.
VICTOR T K LI
Chairman
14th August, 2024
FINANCIAL REVIEW
FINANCIAL RESOURCES, TREASURY ACTIVITIES AND GEARING
RATIO
The Group's capital expenditure and
investments were funded from cash on hand, internal cash
generation, loans, notes, bonds, share placement and other project
loans.
As at 30th June, 2024, cash and bank
deposits on hand amounted to HK$9,180 million and the total
borrowings of the Group amounted to HK$23,400 million, which
included Hong Kong dollar borrowings of HK$2,673 million and
foreign currency borrowings of HK$20,727 million. Of the total
borrowings, 35 per cent were repayable in 2024, 65 per cent
were repayable between 2025 and 2028. The Group has secured loan
facilities with certain banks for borrowings to be refinanced in
2024. The Group's financing activities continue to be well received
and fully supported by its bankers.
The Group adopts conservative
treasury policies in cash and financial management. To achieve
better risk control and minimise the cost of funds, the Group's
treasury activities are centralised. Cash is generally placed in
short-term deposits mostly denominated in U.S. dollars, Hong Kong
dollars, Australian dollars, New Zealand dollars, British pound,
Canadian dollars or Renminbi. The Group's liquidity and financing
requirements are reviewed regularly. The Group will continue to
maintain a strong capital structure when considering financing for
new investments or maturity of bank loans.
As at 30th June, 2024, the Group
maintained a net debt position with a net debt to net total capital
ratio of 9.8 per cent. This was based on HK$14,220 million of net
debt and HK$145,574 million of net total capital, which represents
the total borrowings plus total equity net of cash and bank
deposits. This ratio was higher than that of 7.7 per cent at the
year end of 2023. This change was mainly due to the fund utilised
for the investment in a gas distribution network operator in
Northern Ireland during the period.
The net debt to net total capital
ratio would be 47.8 per cent by sharing of net debt in
infrastructure investment portfolio on a look-through basis, which
was based on HK$120,115 million of net debt and HK$251,469 million
of net total capital. This ratio was slightly higher than that of
46.4 per cent at the year end of 2023.
To minimise currency risk exposure in
respect of its investments in other countries, the Group generally
hedges those investments with (i) currency swaps and (ii) the
appropriate level of borrowings denominated in the local
currencies. The Group also entered into certain interest rate swaps
to mitigate interest rate risks. As at 30th June, 2024, the
notional amounts of these derivative instruments amounted to
HK$52,690 million.
CHARGE ON GROUP ASSETS
As at 30th June, 2024, certain assets
were pledged to secure bank borrowings totalling HK$1,580 million
granted to the Group.
CONTINGENT LIABILITIES
As at 30th June, 2024, the Group was
subject to the following contingent liabilities:
HK$ million
|
|
Other guarantees given in respect of
an affiliated company
|
68
|
Performance bond
indemnities
|
168
|
Sub-contractor warranties
|
24
|
Total
|
260
|
EMPLOYEES
The Group, including its subsidiaries
but excluding affiliated companies, employs a total of 2,408
employees. Employees' cost (excluding directors' emoluments)
amounted to HK$521 million. The Group ensures that the pay levels
of its employees are competitive and that its employees are
rewarded on a performance related basis within the general
framework of the Group's salary and bonus system.
Preferential subscription of
2,978,000 new shares of the Company was given to those employees
who had subscribed for shares of HK$1.00 each in the Company at
HK$12.65 per share on the flotation of the Company in 1996. The
Group does not have any share option scheme for
employees.
DIRECTORS' BIOGRAPHICAL INFORMATION
LI
Tzar Kuoi, Victor, aged 60, has been
the Chairman of the Company since its incorporation in May 1996. He
has been a member of the Remuneration Committee of the Company
since March 2005, the Chairman of the Executive Committee of the
Company since April 2005 and a member of the Nomination Committee
of the Company since January 2019. Mr. Li is the Chairman and
Executive Director of CK Hutchison Holdings Limited, and the
Chairman and Managing Director and the Chairman of the Executive
Committee of CK Asset Holdings Limited. He is also the Chairman of
CK Life Sciences Int'l., (Holdings) Inc., a Non-executive Director
of Power Assets Holdings Limited and HK Electric Investments
Manager Limited ("HKEIM") as the trustee-manager of HK Electric
Investments, and a Non-executive Director and the Deputy Chairman
of HK Electric Investments Limited. Except for HKEIM, all the
companies/investment trust mentioned above are listed in Hong Kong.
Mr. Li is also the Deputy Chairman of Li Ka Shing Foundation
Limited and Li Ka Shing (Global) Foundation, and the Member Deputy
Chairman of Li Ka Shing (Canada) Foundation. He serves as a member
of the 14th National Committee of the Chinese People's Political
Consultative Conference of the People's Republic of China and a
member of the Chief Executive's Council of Advisers of the Hong
Kong Special Administrative Region ("HKSAR"). He is also Vice
Chairman of the Hong Kong General Chamber of Commerce. Mr. Li is
the Honorary Consul of Barbados in Hong Kong and is awarded the
Grand Officer of the Order of the Star of Italy. He is a director
of certain substantial shareholders of the Company within the
meaning of Part XV of the Securities and Futures Ordinance ("SFO"),
and a director of certain companies controlled by certain
substantial shareholders of the Company. He holds a Bachelor of
Science degree in Civil Engineering, a Master of Science degree in
Civil Engineering and a degree of Doctor of Laws, honoris causa
(LL.D.). Mr. Li is a nephew of Mr. Kam Hing Lam, the Group Managing
Director of the Company.
KAM
Hing Lam, aged 77, has been the
Group Managing Director of the Company since its incorporation in
May 1996 and a member of the Executive Committee of the Company
since April 2005. He is the Deputy Managing Director of CK
Hutchison Holdings Limited, the Deputy Managing Director and
Executive Committee Member of CK Asset Holdings Limited, and the
President of CK Life Sciences Int'l., (Holdings) Inc. All the
companies mentioned above are listed companies. Mr. Kam is also the
Chairman of Hui Xian Asset Management Limited, which manages Hui
Xian Real Estate Investment Trust, a real estate investment trust
listed on The Stock Exchange of Hong Kong Limited ("SEHK"). Mr. Kam
is a director of certain substantial shareholders of the Company
within the meaning of Part XV of the SFO, and a director of certain
companies controlled by certain substantial shareholders of the
Company. He holds a Bachelor of Science degree in Engineering and a
Master's degree in Business Administration. Mr. Kam is an uncle of
Mr. Li Tzar Kuoi, Victor, the Chairman of the Company.
IP
Tak Chuen, Edmond, aged 72, has been
an Executive Director of the Company since its incorporation in May
1996, the Deputy Chairman of the Company since February 2003, a
member of the Executive Committee of the Company since April 2005
and the Chairman of the Sustainability Committee of the Company
since December 2020. He is Deputy Managing Director of CK Hutchison
Holdings Limited, and the Deputy Chairman and Executive Committee
Member of CK Asset Holdings Limited. He is also the Senior Vice
President and Chief Investment Officer of CK Life Sciences Int'l.,
(Holdings) Inc. All the companies mentioned above are listed
companies. Mr. Ip is also a Non-executive Director of Hui Xian
Asset Management Limited, which manages Hui Xian Real Estate
Investment Trust, a real estate investment trust listed on SEHK. He
is a director of certain substantial shareholders of the Company
within the meaning of Part XV of the SFO, and a director of certain
companies controlled by certain substantial shareholders of the
Company. He holds a Bachelor of Arts degree in Economics and a
Master of Science degree in Business Administration.
FOK
Kin Ning, Canning, aged 72, has been
an Executive Director and Deputy Chairman of the Company since
March 1997. Mr. Fok is the Deputy Chairman of CK Hutchison Holdings
Limited. Mr. Fok is also the Chairman of Hutchison
Telecommunications Hong Kong Holdings Limited, TPG Telecom Limited,
HK Electric Investments Manager Limited as the trustee-manager of
HK Electric Investments, and HK Electric Investments Limited and
the Executive Chairman of CK Hutchison Group Telecom Holdings
Limited ("CKHGT"). Mr. Fok is also the Deputy President
Commissioner of PT Indosat Tbk. Except for HKEIM and CKHGT, all the
companies/investment trust mentioned above are listed in Hong Kong
or overseas. Mr. Fok is a director of certain substantial
shareholders of the Company within the meaning of Part XV of the
SFO, and a director of certain companies controlled by certain
substantial shareholders of the Company. He holds a Bachelor of
Arts degree and a Diploma in Financial Management, and is a fellow
of Chartered Accountants Australia and New Zealand.
Frank John SIXT, aged 72, has
been an Executive Director of the Company since its incorporation
in May 1996. Mr. Sixt is the Group Co-Managing Director and Group
Finance Director of CK Hutchison Holdings Limited. He is also the
Non-executive Chairman of TOM Group Limited, the Chairman and an
Alternate Director of Hutchison Telecommunications (Australia)
Limited, a Non-executive Director of TPG Telecom Limited, a
Director of Cenovus Energy Inc., and an Alternate Director of HK
Electric Investments Manager Limited as the trustee-manager of HK
Electric Investments, and HK Electric Investments Limited. Except
for HKEIM, all the companies/investment trust mentioned above are
listed in Hong Kong or overseas. He has almost four decades of
legal, global finance and risk management experience, and possesses
deep expertise in overseeing financial reporting system, risk
management and internal control systems as well as sustainability
issues and related risks. Mr. Sixt is a director of certain
substantial shareholders of the Company within the meaning of Part
XV of the SFO, and a director of certain companies controlled by
certain substantial shareholders of the Company. He holds a
Master's degree in Arts and a Bachelor's degree in Civil Law, and
is a member of the Bar and of the Law Society of the Provinces of
Quebec and Ontario, Canada.
Andrew John HUNTER, aged 65,
has been an Executive Director of the Company since December 2006,
Deputy Managing Director of the Company since May 2010 and a member
of the Executive Committee of the Company since March 2007. He
acted as the Chief Operating Officer of the Company from December
2006 to May 2010. Mr. Hunter is the Chairman and Executive Director
of Power Assets Holdings Limited. He is also an Executive Director
of CK Hutchison Holdings Limited. All the companies mentioned above
are listed companies. Prior to the appointment to the board of
Power Assets Holdings Limited in 1999, Mr. Hunter was the Finance
Director of the Hutchison Property Group. He holds a Master of Arts
degree and a Master's degree in Business Administration. He is a
member of the Institute of Chartered Accountants of Scotland and of
the Hong Kong Institute of Certified Public Accountants. He has
over 40 years of experience in accounting and financial
management.
CHAN
Loi Shun, aged 62, has been an
Executive Director of the Company since January 2011, Chief
Financial Officer of the Company since January 2006 and a member of
the Executive Committee of the Company since April 2005. He joined
the CK Group in January 1992. Mr. Chan is also an Executive
Director of Power Assets Holdings Limited, HK Electric Investments
Manager Limited as the trustee-manager of HK Electric Investments,
and HK Electric Investments Limited. Except for HKEIM, all the
companies/investment trust mentioned above are listed in Hong Kong.
Mr. Chan is a director of certain companies controlled by a
substantial shareholder of the Company within the meaning of Part
XV of the SFO. Mr. Chan is a fellow of the Hong Kong Institute of
Certified Public Accountants, a fellow of the Association of
Chartered Certified Accountants and also a member of the Institute
of Certified Management Accountants (Australia).
CHEN
Tsien Hua, aged 62, has been an
Executive Director of the Company since January 2017, a member of
the Executive Committee of the Company since March 2007 and the
Head of Business Development of the Company since 2005. She joined
Hutchison Whampoa Limited in August 1992 and has been with the
Company since July 1996. Ms. Chen holds a Bachelor's degree in
Social Sciences and a Master's degree in Business
Administration.
CHEONG Ying Chew, Henry, aged
76, has been an Independent Non-executive Director of the Company
since its incorporation in May 1996. He has been a member of the
Audit Committee of the Company since December 1998 and acted as the
Chairman of the Audit Committee of the Company from December 1998
to December 2006. Mr. Cheong has been a member of the Remuneration
Committee of the Company since January 2005 and the Chairman of the
Remuneration Committee of the Company since January 2012. Mr.
Cheong has also been a member of the Nomination Committee of the
Company since February 2024. He is also an Independent
Non-executive Director of CK Asset Holdings Limited, New World
Department Store China Limited and Skyworth Group Limited, and an
Independent Director of BTS Group Holdings Public Company Limited.
Mr. Cheong is an Executive Director and the Deputy Chairman of
Worldsec Limited. All the companies mentioned above are listed
companies. He holds a Bachelor of Science degree in Mathematics and
a Master of Science degree in Operational Research and
Management.
KWOK
Eva Lee, aged 82, has been an
Independent Non-executive Director of the Company since September
2004. She has been a member of the Nomination Committee of the
Company since January 2019 and the Chairperson of the Nomination
Committee of the Company since December 2020. She acted as a member
of the Audit Committee of the Company from September 2004 to June
2019. She is also an Independent Non-executive Director of CK Asset
Holdings Limited and CK Life Sciences Int'l., (Holdings) Inc., and
a Director of Li Ka Shing (Canada) Foundation ("LKS Canada
Foundation"). She currently serves as the Chair and Chief Executive
Officer of Amara Holdings Inc. ("Amara"). Mrs. Kwok also acts as an
Independent Director of Cenovus Energy Inc. Mrs. Kwok currently
acts as the Chairperson of the Remuneration Committee of CK Life
Sciences Int'l., (Holdings) Inc. and also sits on the Governance
Committee of Cenovus Energy Inc. Except for LKS Canada Foundation
and Amara, all the companies mentioned above are listed companies.
She is a director of a company controlled by a substantial
shareholder of the Company within the meaning of Part XV of the
SFO. In addition, she was an Independent Director of Bank of
Montreal, a listed company, and previously sat on the Human
Resources and Compensation Committee of Cenovus Energy Inc., the
Compensation Committee, Corporate Governance Committee and the
Audit Committee of Husky Energy Inc., the Audit Committee of CK
Life Sciences Int'l., (Holdings) Inc., the Audit Committee and
Pension Fund Society of the Bank of Montreal, the Nominating and
Governance Committee of Shoppers Drug Mart Corporation, the
Independent Committee of Directors and Human Resources Committee of
Telesystems International Wireless (TIW) Inc., the Independent
Committee of Directors and the Corporate Governance Committee of
Fletcher Challenge Canada Ltd., the Audit and Corporate Governance
Committees of Clarica Life Insurance Company, the Corporate
Governance Committee of Air Canada, the Innovation Saskatchewan
(IS) Board of Directors and the Saskatchewan-Asia Advisory Council
of Saskatchewan.
SNG
Sow-mei alias POON Sow Mei, aged 83,
has been an Independent Non-executive Director of the Company since
September 2004. She has been a member of the Audit Committee of the
Company since September 2004 and a member of the Remuneration
Committee of the Company since September 2022. She acted as the
Chairperson of the Audit Committee of the Company from July 2020 to
May 2022. She is an Independent Non-executive Director of CK Asset
Holdings Limited, a listed company. She is also an Independent
Non-executive Director of ESR Asset Management (Prosperity) Limited
(formerly known as ARA Asset Management (Prosperity) Limited),
which manages Prosperity Real Estate Investment Trust, a real
estate investment trust listed on SEHK. Mrs. Sng is also a member
of the Audit Committee and the Nomination Committee of ESR Asset
Management (Prosperity) Limited. Mrs. Sng was previously an
Independent Non-executive Director, the Lead Independent Director
and a member of the Audit Committee of Hutchison Port Holdings
Management Pte. Limited, as the trustee-manager of Hutchison Port
Holdings Trust, a business trust listed on the Singapore Exchange
Securities Trading Limited ("SGX-ST"), an Independent Director and
a member of the Audit Committee of ESR Trust Management (Suntec)
Limited (formerly known as ARA Trust Management (Suntec) Limited),
which manages Suntec Real Estate Investment Trust, a real estate
investment trust listed on SGX-ST, and an Independent Non-executive
Director and a member of the Audit Committee of ESR Asset
Management (Fortune) Limited (formerly known as ARA Asset
Management (Fortune) Limited), which manages Fortune Real Estate
Investment Trust, a real estate investment trust listed on the
SEHK. Mrs. Sng was also previously a Director of INFA Systems Ltd.
and the Senior Consultant (International Business) of Singapore
Technologies Electronics Ltd. Prior to her appointment with
Singapore Technologies Pte Ltd. where Mrs. Sng was the Director,
Special Projects (North East Asia) in 2000 and a Consultant in
2001, Mrs. Sng was the Managing Director of CapitaLand Hong Kong
Ltd. for investments in Hong Kong and the region including Japan
and Taiwan. In Hong Kong from 1983 to 1997, Mrs. Sng was the Centre
Director and then as Regional Director of the Singapore Economic
Development Board and Trade Development Board respectively. Mrs.
Sng was Singapore's Trade Commissioner in Hong Kong from 1990 to
1997. Mrs. Sng holds a Bachelor of Arts degree from the Nanyang
University in Singapore and has wide experience in various fields
of industrial investment, business development, strategic and
financial management, especially in property investment and
management. In 1996, Mrs. Sng was conferred the title of PPA(P) -
Pingat Pentadbiran Awam (Perak), the Singapore Public
Administration Medal (Silver) by the Republic of
Singapore.
LAN
Hong Tsung, David, aged 84, has been
an Independent Non-executive Director and a member of the Audit
Committee of the Company since February 2005, and a member of the
Sustainability Committee of the Company since February 2024. Dr.
Lan is an Independent Non-executive Director of Cinda Financial
Holdings Co., Limited. He is also an Independent Non-executive
Director of ESR Asset Management (Prosperity) Limited (formerly
known as ARA Asset Management (Prosperity) Limited), which manages
Prosperity Real Estate Investment Trust, a real estate investment
trust listed on SEHK. He was previously an Independent
Non-executive Director of Hutchison Telecommunications Hong Kong
Holdings Limited and SJM Holdings Limited, both are listed
companies, for 15 years and 11 years respectively. Dr. Lan was
also previously an Independent Non-executive Director of ESR Asset
Management (Fortune) Limited (formerly known as ARA Asset
Management (Fortune) Limited), which manages Fortune Real Estate
Investment Trust, a real estate investment trust listed on the
SEHK. He is the Chairman of David H T Lan Consultants Limited, and
holds directorship at Nanyang Commercial Bank, Limited since April
2002 and International Probono Legal Services Association Limited
since 2019. Dr. Lan acted as Supervisor of Nanyang Commercial Bank
(China), Limited for 12 years and 9 months since December 2007
until his reappointment as Senior Consultant from October 2020. Dr.
Lan was a Senior Advisor of Mitsui & Company (Hong Kong)
Limited for 19 years till his retirement in March 2019. He was also
the President of the International Institute of Management for
almost 7 years till his retirement in June 2019. He was the
Secretary for Home Affairs of the HKSAR Government till his
retirement in July 2000. He had served as civil servant in various
capacities for 39 years and was awarded the Gold Bauhinia Star
Medal on 1st July, 2000. He was appointed as the 10th and 11th
National Committee Member of the Chinese People's Political
Consultative Conference of the People's Republic of China. Dr. Lan
is a Chartered Secretary and a Fellow Member of The Hong Kong
Chartered Governance Institute and The Chartered Governance
Institute. He received his Bachelor of Arts degree from the
University of London and completed the Advanced Management Program
of the Harvard Business School, Boston. He was also a Fellow at
Queen Elizabeth House, University of Oxford. Dr. Lan was conferred
with Doctor of Business Administration, honoris causa by University
of the West of England, Bristol, Doctor of Humanities, honoris
causa by Don Honorio Ventura Technological State University, and
holder of Visiting Professorship Awards of Bulacan State University
and Tarlac State University.
Paul
Joseph TIGHE, aged 68, has been an
Independent Non-executive Director of the Company since April 2017.
He has been a member of the Audit Committee of the Company since
March 2019 and the Chairman of the Audit Committee of the Company
since May 2022. He has been a member of the Sustainability
Committee of the Company since December 2020. He is also an
Independent Non-executive Director of CK Hutchison Holdings Limited
and CK Life Sciences Int'l., (Holdings) Inc., both listed
companies. Mr. Tighe is a director of a substantial shareholder of
the Company within the meaning of Part XV of the SFO, and a
director of a company controlled by a substantial shareholder of
the Company. He is a former career diplomat with Australia's
Department of Foreign Affairs and Trade. He has around 37 years of
experience in government and public policy, including 28 years as a
diplomat. He has served as Australian Consul-General to Hong Kong
and Macau (from 2011 to 2016), Australian Ambassador to Greece,
Bulgaria and Albania (from 2005 to 2008), Deputy Head of Mission
and Permanent Representative to the United Nations' Economic and
Social Commission for Asia and the Pacific at the Australian
Embassy in Bangkok (from 1998 to 2001) and as Counsellor in the
Australian Delegation to the Organisation for Economic Co-operation
and Development in Paris (from 1991 to 1995). In between overseas
assignments, Mr. Tighe has held several positions at the
headquarters of the Department of Foreign Affairs and Trade in
Canberra, including as head of the Department's Trade and Economic
Policy Division, head of the Diplomatic Security, Information
Management and Services Division, head of the Agriculture and
Resources Branch and Director of the International Economic
Analysis Section. Before joining the Department of Foreign Affairs
and Trade, Mr. Tighe worked in the Overseas Economic Relations
Division of the Australian Treasury (from 1986 to 1988), in the
Secretariat of the Organisation for Economic Co-operation and
Development in Paris (from 1984 to 1986) and in the Australian
Industries Assistance Commission (from 1980 to 1984). He holds a
Bachelor of Science degree from the University of New South
Wales.
LEE
Pui Ling, Angelina, aged 75, has
been a Non-executive Director of the Company since September 2004
and prior to that an Independent Non-executive Director of the
Company from May 1996. Mrs. Lee is a solicitor and a Fellow of the
Institute of Chartered Accountants in England and Wales. She holds
a Bachelor of Laws degree from and was awarded an Honorary
Fellowship by University College London, University of London.
Amongst her public appointments, Mrs. Lee was a Member of the
Exchange Fund Advisory Committee of the Hong Kong Monetary
Authority and a Non-executive Director of the Securities and
Futures Commission. Mrs. Lee is a Non-executive Director of
Henderson Land Development Company Limited and TOM Group Limited,
and an Independent Non-executive Director of Great Eagle Holdings
Limited, all of which are listed companies. Mrs. Lee is also a
director of a company controlled by a substantial shareholder of
the Company within the meaning of Part XV of the SFO.
George Colin MAGNUS, aged 88,
acted as an Executive Director and Deputy Chairman of the Company
from May 1996 to October 2005, has been a Non-executive Director of
the Company since November 2005. He is also a Non-executive
Director of CK Hutchison Holdings Limited and an Independent
Non-executive Director of HK Electric Investments Manager Limited
as the trustee-manager of HK Electric Investments, and HK Electric
Investments Limited. He acted as an Executive Director of Cheung
Kong (Holdings) Limited ("CKH") since 1980 and Deputy Chairman
since 1985 until he retired from these offices in October 2005. He
has been a Non-executive Director of CKH since November 2005 until
his resignation in June 2015. He has been an Executive Director of
Hutchison Whampoa Limited ("HWL") since 1980 and was re-designated
as a Non-executive Director since November 2005 until his
resignation in June 2015. He served as Deputy Chairman of HWL from
1984 to 1993. Mr. Magnus was previously the Chairman of Power
Assets Holdings Limited (formerly known as Hongkong Electric
Holdings Limited) from 1993 to 2005, a Non-executive Director from
2005 to 2012 and an Independent Non-executive Director until
January 2014. Except for HKEIM, CKH and HWL, all the
companies/investment trust mentioned above are listed in Hong Kong.
He is a director of a substantial shareholder of the Company within
the meaning of Part XV of the SFO. He holds a Master's degree in
Economics from King's College, Cambridge.
MAN
Ka Keung, Simon, aged 67, has been
an Alternate Director to Mr. Ip Tak Chuen, Edmond, Deputy Chairman
of the Company, since February 2008. He joined the CK Group in
December 1987. He is Executive Committee Member and General Manager
of Accounts Department of CK Asset Holdings Limited, a listed
company. He is a director of certain companies controlled by a
substantial shareholder of the Company within the meaning of Part
XV of the SFO. He has over 43 years of experience in accounting,
auditing, tax and finance. He holds a Bachelor's degree in
Economics and is a member of Chartered Accountants Australia and
New Zealand.
Eirene YEUNG, aged 63,
Alternate Director to Mr. Kam Hing Lam, the Group Managing Director
of the Company, and the Company Secretary and a member of the
Sustainability Committee of the Company. She is also Executive
Committee Member and Company Secretary, and General Manager of
Company Secretarial Department of CK Asset Holdings Limited. She is
also the Company Secretary of CK Life Sciences Int'l., (Holdings)
Inc. Ms. Yeung is a Non-executive Director of ESR Asset Management
(Fortune) Limited (formerly known as ARA Asset Management (Fortune)
Limited), the manager of Fortune Real Estate Investment Trust. All
the companies/investment trust mentioned above are listed in Hong
Kong. She is a director of certain companies controlled by a
substantial shareholder of the Company within the meaning of Part
XV of the SFO. Ms. Yeung joined the CK Group in August 1994. She is
a solicitor of the High Court of the HKSAR and a non-practising
solicitor of the Senior Courts of England and Wales. She is also a
fellow member of The Hong Kong Chartered Governance Institute and
The Chartered Governance Institute.
CONSOLIDATED INCOME STATEMENT
for
the six months ended 30th June
|
|
Unaudited
|
HK$ million
|
Notes
|
2024
|
2023
|
Turnover
|
2
|
19,090
|
19,534
|
Sales and interest income from
|
|
|
|
infrastructure investments
|
2
|
2,478
|
3,180
|
Other income
|
3
|
347
|
387
|
Operating costs
|
4
|
(1,918)
|
(2,107)
|
Finance costs
|
|
(415)
|
(370)
|
Exchange gain
|
|
108
|
133
|
Share of results of
associates
|
|
1,351
|
1,239
|
Share of results of joint
ventures
|
|
2,626
|
2,047
|
Profit before taxation
|
|
4,577
|
4,509
|
Taxation
|
5
|
(53)
|
(50)
|
Profit for the period
|
6
|
4,524
|
4,459
|
Attributable to:
|
|
|
|
Shareholders of the
Company
|
|
4,311
|
4,239
|
Owners of perpetual capital
securities
|
|
219
|
219
|
Non-controlling interests
|
|
(6)
|
1
|
|
|
4,524
|
4,459
|
Earnings per share
|
7
|
HK$1.71
|
HK$1.68
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
for
the six months ended 30th June
|
Unaudited
|
HK$ million
|
2024
|
2023
|
Profit for the period
|
4,524
|
4,459
|
Other comprehensive income
|
|
|
Items that may be reclassified
subsequently to profit or loss:
|
|
|
(Loss)/Gain from fair value changes
of derivatives designated as effective cash flow hedges
|
(15)
|
10
|
Gain/(Loss) from fair value changes
of derivatives designated as effective net investment
hedges
|
617
|
(1,233)
|
Exchange differences on translation
of financial statements of foreign operations
|
(1,339)
|
3,424
|
Share of other comprehensive income
of associates
|
16
|
1,053
|
Share of other comprehensive income
of joint ventures
|
425
|
796
|
Income tax relating to components of
other comprehensive income
|
(158)
|
(256)
|
|
(454)
|
3,794
|
Items that will not be reclassified
to profit or loss:
|
|
|
Share of other comprehensive
(expense)/income of associates
|
(286)
|
22
|
Share of other comprehensive
(expense)/income of joint ventures
|
(1,153)
|
134
|
Income tax relating to components of
other comprehensive income
|
335
|
(41)
|
|
(1,104)
|
115
|
Other comprehensive (expense)/income
for the period
|
(1,558)
|
3,909
|
Total comprehensive income for the period
|
2,966
|
8,368
|
Attributable to:
|
|
|
Shareholders of the
Company
|
2,755
|
8,151
|
Owners of perpetual capital
securities
|
219
|
219
|
Non-controlling interests
|
(8)
|
(2)
|
|
2,966
|
8,368
|
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
HK$ million
|
Notes
|
Unaudited
30/6/2024
|
Audited
31/12/2023
|
Property, plant and
equipment
|
|
3,113
|
3,079
|
Investment properties
|
|
408
|
408
|
Interests in associates
|
|
38,440
|
39,240
|
Interests in joint
ventures
|
|
104,690
|
104,093
|
Other financial assets
|
|
1,541
|
1,542
|
Derivative financial
instruments
|
|
770
|
624
|
Goodwill and intangible
assets
|
|
2,219
|
2,299
|
Deferred tax assets
|
|
-
|
1
|
Total non-current assets
|
|
151,181
|
151,286
|
Inventories
|
|
177
|
178
|
Derivative financial
instruments
|
|
685
|
536
|
Debtors and prepayments
|
9
|
772
|
796
|
Bank balances and
deposits
|
|
9,180
|
13,077
|
Total current assets
|
|
10,814
|
14,587
|
Bank and other loans
|
|
13,165
|
9,024
|
Derivative financial
instruments
|
|
43
|
1,072
|
Creditors, accruals and
others
|
10
|
5,958
|
5,902
|
Taxation
|
|
47
|
101
|
Total current liabilities
|
|
19,213
|
16,099
|
Net
current liabilities
|
|
(8,399)
|
(1,512)
|
Total assets less current liabilities
|
|
142,782
|
149,774
|
Bank and other loans
|
|
10,235
|
15,173
|
Derivative financial
instruments
|
|
353
|
465
|
Deferred tax liabilities
|
|
499
|
505
|
Other non-current
liabilities
|
|
341
|
360
|
Total non-current liabilities
|
|
11,428
|
16,503
|
Net
assets
|
|
131,354
|
133,271
|
Representing:
|
|
|
|
Share capital
|
11
|
2,520
|
2,520
|
Reserves
|
|
118,867
|
120,773
|
Equity attributable to shareholders of the
Company
|
|
121,387
|
123,293
|
Perpetual capital
securities
|
|
9,885
|
9,885
|
Non-controlling interests
|
|
82
|
93
|
Total equity
|
|
131,354
|
133,271
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for
the six months ended 30th June, 2024
|
Attributable to shareholders of the Company
|
|
|
|
HK$ million
|
Share
capital
|
Share
premium
|
Contributed surplus
|
Property
revaluation reserve
|
Hedging
reserve
|
Exchange
translation reserve
|
Retained
profits
|
Sub-total
|
Perpetual
capital securities
|
Non-controlling interests
|
Total
|
At 1st January, 2024
(audited)
|
2,520
|
16,185
|
6,062
|
68
|
1,620
|
(7,011)
|
103,849
|
123,293
|
9,885
|
93
|
133,271
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
4,311
|
4,311
|
219
|
(6)
|
4,524
|
Loss from fair value changes of
derivatives designated as effective cash flow hedges
|
-
|
-
|
-
|
-
|
(15)
|
-
|
-
|
(15)
|
-
|
-
|
(15)
|
Gain from fair value changes of
derivatives designated as effective net investment
hedges
|
-
|
-
|
-
|
-
|
-
|
617
|
-
|
617
|
-
|
-
|
617
|
Exchange differences on translation
of financial statements of foreign operations
|
-
|
-
|
-
|
-
|
-
|
(1,337)
|
-
|
(1,337)
|
-
|
(2)
|
(1,339)
|
Share of other comprehensive
income/(expense) of associates
|
-
|
-
|
-
|
-
|
186
|
(170)
|
(286)
|
(270)
|
-
|
-
|
(270)
|
Share of other comprehensive
income/(expense) of joint ventures
|
-
|
-
|
-
|
-
|
425
|
-
|
(1,153)
|
(728)
|
-
|
-
|
(728)
|
Income tax relating to components of
other comprehensive income
|
-
|
-
|
-
|
-
|
(158)
|
-
|
335
|
177
|
-
|
-
|
177
|
Total comprehensive income/(expense)
for the period
|
-
|
-
|
-
|
-
|
438
|
(890)
|
3,207
|
2,755
|
219
|
(8)
|
2,966
|
Dividend paid
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,661)
|
(4,661)
|
-
|
(3)
|
(4,664)
|
Distribution paid on perpetual
capital securities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(219)
|
-
|
(219)
|
At
30th June, 2024 (unaudited)
|
2,520
|
16,185
|
6,062
|
68
|
2,058
|
(7,901)
|
102,395
|
121,387
|
9,885
|
82
|
131,354
|
At 1st January, 2023
(audited)
|
2,520
|
16,185
|
6,062
|
68
|
1,552
|
(8,936)
|
101,942
|
119,393
|
9,885
|
104
|
129,382
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
4,239
|
4,239
|
219
|
1
|
4,459
|
Gain from fair value changes of
derivatives designated as effective cash flow hedges
|
-
|
-
|
-
|
-
|
10
|
-
|
-
|
10
|
-
|
-
|
10
|
Loss from fair value changes of
derivatives designated as effective net investment
hedges
|
-
|
-
|
-
|
-
|
-
|
(1,233)
|
-
|
(1,233)
|
-
|
-
|
(1,233)
|
Exchange differences on translation
of financial statements of foreign operations
|
-
|
-
|
-
|
-
|
-
|
3,427
|
-
|
3,427
|
-
|
(3)
|
3,424
|
Share of other comprehensive income
of associates
|
-
|
-
|
-
|
-
|
236
|
817
|
22
|
1,075
|
-
|
-
|
1,075
|
Share of other comprehensive income
of joint ventures
|
-
|
-
|
-
|
-
|
796
|
-
|
134
|
930
|
-
|
-
|
930
|
Income tax relating to components of
other comprehensive income
|
-
|
-
|
-
|
-
|
(256)
|
-
|
(41)
|
(297)
|
-
|
-
|
(297)
|
Total comprehensive income/(expense)
for the period
|
-
|
-
|
-
|
-
|
786
|
3,011
|
4,354
|
8,151
|
219
|
(2)
|
8,368
|
Dividend paid
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,611)
|
(4,611)
|
-
|
-
|
(4,611)
|
Distribution paid on perpetual
capital securities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(219)
|
-
|
(219)
|
At 30th June, 2023
(unaudited)
|
2,520
|
16,185
|
6,062
|
68
|
2,338
|
(5,925)
|
101,685
|
122,933
|
9,885
|
102
|
132,920
|
CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS
for
the six months ended 30th June
|
|
Unaudited
|
HK$ million
|
Notes
|
2024
|
2023
|
Net cash from operating
activities
|
12a
|
641
|
1,686
|
Net cash from investing
activities
|
12b
|
443
|
38
|
Net cash utilised in financing
activities
|
|
(4,981)
|
(7,716)
|
Net
decrease in cash and cash equivalents
|
|
(3,897)
|
(5,992)
|
Cash and cash equivalents at 1st
January
|
|
13,077
|
18,045
|
Cash and cash equivalents at 30th June
|
|
9,180
|
12,053
|
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
1. BASIS OF
PREPARATION
The consolidated interim financial
statements are prepared in accordance with Hong Kong Accounting
Standard 34 "Interim Financial Reporting" issued by the Hong Kong
Institute of Certified Public Accountants ("HKICPA"), which is
identical to the International Accounting Standard 34 "Interim
Financial Reporting" issued by International Accounting Standards
Board ("IASB"), as well as the applicable disclosure requirements
of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited ("Hong Kong Stock
Exchange").
The accounting policies adopted for
the preparation of the consolidated interim financial statements
are consistent with those set out in the Group's consolidated
annual financial statements for the year ended 31st December, 2023,
except for adoption of the amendments to Hong Kong Financial
Reporting Standards ("HKFRS") issued by the HKICPA and
International Financial Reporting Standards ("IFRS") issued by the
IASB, which are effective to the Group for accounting periods
beginning on 1st January, 2024. The adoption of those
amendments to HKFRSs and IFRSs has no material impact on the
Group's results and financial position for the current or prior
periods and does not result in any significant change in accounting
policies of the Group.
2. TURNOVER
Turnover represents net sales of
infrastructure materials, interest income from loans granted to
associates and joint ventures, sales of waste management services
and share of turnover of joint ventures. Sales of infrastructure
materials and waste management services were substantially
recognised at a point in time.
Turnover comprises both sales and
interest income from infrastructure investments and share of
turnover of joint ventures as follows:
|
Six
months ended
30th June
|
HK$ million
|
2024
|
2023
|
Sales of infrastructure
materials
|
751
|
981
|
Interest income from loans granted to
associates
|
52
|
136
|
Interest income from loans granted to
joint ventures
|
698
|
1,076
|
Sales of waste management
services
|
977
|
987
|
Sales and interest income from infrastructure
investments
|
2,478
|
3,180
|
Share of turnover of joint ventures
|
16,612
|
16,354
|
Turnover
|
19,090
|
19,534
|
3. OTHER
INCOME
Other income includes the
following:
|
Six
months ended
30th June
|
HK$ million
|
2024
|
2023
|
Bank interest income
|
303
|
350
|
4. OPERATING
COSTS
Operating costs include the
following:
|
Six
months ended
30th June
|
HK$ million
|
2024
|
2023
|
Cost of inventories sold
|
702
|
907
|
Cost of services provided
|
580
|
599
|
Depreciation of property, plant and
equipment
|
149
|
149
|
Amortisation of intangible
assets
|
9
|
16
|
5. TAXATION
Taxation is provided for at the
applicable tax rates on the estimated assessable profits less
available tax losses. Deferred taxation is provided on temporary
differences under the liability method using tax rates applicable
to the Group's operations in different countries.
|
Six
months ended
30th June
|
HK$ million
|
2024
|
2023
|
Current taxation - Hong
Kong
|
1
|
1
|
Current taxation - outside Hong
Kong
|
33
|
25
|
Deferred taxation
|
19
|
24
|
Total
|
53
|
50
|
6. PROFIT FOR THE PERIOD AND
SEGMENT INFORMATION
for the six months ended 30th
June
|
|
Infrastructure Investments
|
|
|
|
|
|
|
|
|
Investments In
Power Assets
Holdings
Limited
|
United
Kingdom
|
Australia
|
Continental Europe
|
Hong Kong
and
Mainland China
|
Canada
|
New
Zealand
|
Total
before
unallocated
items
|
Unallocated
items
|
Consolidated
|
HK$ million
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|
Turnover
|
-
|
-
|
9,094
|
9,185
|
3,507
|
3,308
|
2,361
|
2,514
|
1,477
|
1,696
|
1,410
|
1,580
|
1,241
|
1,251
|
19,090
|
19,534
|
-
|
-
|
19,090
|
19,534
|
|
Sales and interest income from
infrastructure investments
|
-
|
-
|
212
|
579
|
327
|
410
|
110
|
107
|
751
|
981
|
101
|
116
|
977
|
987
|
2,478
|
3,180
|
-
|
-
|
2,478
|
3,180
|
|
Bank interest income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
33
|
27
|
-
|
-
|
2
|
1
|
35
|
28
|
268
|
322
|
303
|
350
|
|
Other income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
24
|
35
|
-
|
-
|
3
|
2
|
27
|
37
|
17
|
-
|
44
|
37
|
|
Change in fair value of other
financial assets
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(5)
|
-
|
(5)
|
|
Depreciation and
amortisation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(51)
|
(53)
|
-
|
-
|
(106)
|
(112)
|
(157)
|
(165)
|
(1)
|
-
|
(158)
|
(165)
|
|
Other operating expenses
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(766)
|
(980)
|
-
|
-
|
(782)
|
(796)
|
(1,548)
|
(1,776)
|
(212)
|
(161)
|
(1,760)
|
(1,937)
|
|
Finance costs
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(54)
|
(50)
|
(54)
|
(50)
|
(361)
|
(320)
|
(415)
|
(370)
|
|
Exchange (loss)/gain
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(4)
|
(9)
|
-
|
-
|
-
|
-
|
(4)
|
(9)
|
112
|
142
|
108
|
133
|
|
Share of results of associates and
joint ventures
|
1,082
|
1,066
|
1,653
|
1,013
|
537
|
416
|
309
|
317
|
105
|
105
|
242
|
322
|
49
|
47
|
3,977
|
3,286
|
-
|
-
|
3,977
|
3,286
|
|
Profit/(Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
before taxation
|
1,082
|
1,066
|
1,865
|
1,592
|
864
|
826
|
419
|
424
|
92
|
106
|
343
|
438
|
89
|
79
|
4,754
|
4,531
|
(177)
|
(22)
|
4,577
|
4,509
|
|
Taxation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2)
|
(3)
|
(42)
|
(36)
|
(9)
|
(7)
|
(53)
|
(46)
|
-
|
(4)
|
(53)
|
(50)
|
|
Profit/(Loss) for the period
|
1,082
|
1,066
|
1,865
|
1,592
|
864
|
826
|
419
|
424
|
90
|
103
|
301
|
402
|
80
|
72
|
4,701
|
4,485
|
(177)
|
(26)
|
4,524
|
4,459
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders of the
Company
|
1,082
|
1,066
|
1,865
|
1,592
|
864
|
826
|
419
|
424
|
96
|
102
|
301
|
402
|
80
|
72
|
4,707
|
4,484
|
(396)
|
(245)
|
4,311
|
4,239
|
|
Owners of perpetual capital
securities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
219
|
219
|
219
|
219
|
|
Non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(6)
|
1
|
-
|
-
|
-
|
-
|
(6)
|
1
|
-
|
-
|
(6)
|
1
|
|
|
1,082
|
1,066
|
1,865
|
1,592
|
864
|
826
|
419
|
424
|
90
|
103
|
301
|
402
|
80
|
72
|
4,701
|
4,485
|
(177)
|
(26)
|
4,524
|
4,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Segment profit attributable to
shareholders of the Company represents the profit earned by each
segment after the profit attributable to owners of perpetual
capital securities and non-controlling interests without allocation
of gains or losses from treasury activities, corporate overheads
and other expenses of the Group's head office.
7. EARNINGS PER
SHARE
The calculation of earnings per share
is based on the profit attributable to shareholders of the Company
of HK$4,311 million (2023: HK$4,239 million) and on 2,519,610,945
shares (2023: 2,519,610,945 shares) in issue during the interim
period.
8. INTERIM
DIVIDEND
The interim dividend declared by the
Board of Directors is as follows:
|
Six
months ended
30th June
|
HK$ million
|
2024
|
2023
|
Interim dividend of HK$0.72 per share
(2023: HK$0.71 per share)
|
1,814
|
1,789
|
9. DEBTORS AND
PREPAYMENTS
Included in debtors and prepayments
are trade debtors of HK$287 million (HK$363 million at
31st December, 2023) and their aging analysis is as
follows:
HK$ million
|
30/6/2024
|
31/12/2023
|
Less than 1 month
|
211
|
199
|
1 to 3 months
|
45
|
102
|
More than 3 months but less than 12
months
|
23
|
54
|
More than 12 months
|
18
|
18
|
Gross total
|
297
|
373
|
Loss allowance
|
(10)
|
(10)
|
Total after allowance
|
287
|
363
|
Trade with customers is carried out
largely on credit, except for new customers, residential customers
of waste management services and customers with unsatisfactory
payment records, where payment in advance is normally required.
Invoices are normally due within 1 month of issuance, except for
certain well- established customers, where the terms are extended
to 2 months, and certain customers with disputed items, where the
terms are negotiated individually. Each customer has a maximum
credit limit, which was granted and approved by senior management
in accordance with the laid-down credit review policy and
procedures.
10. CREDITORS, ACCRUALS AND
OTHERS
Included in creditors, accruals and
others are trade creditors of HK$250 million (HK$329 million at
31st December, 2023) and their aging analysis is as
follows:
HK$ million
|
30/6/2024
|
31/12/2023
|
Current
|
130
|
211
|
1 month
|
64
|
42
|
2 to 3 months
|
27
|
39
|
Over 3 months
|
29
|
37
|
Total
|
250
|
329
|
11. SHARE CAPITAL
There were no movements in the share
capital of the Company in the six months ended 30th June,
2024.
12. NOTE TO CONDENSED CONSOLIDATED STATEMENT
OF CASH FLOWS
a) Funds from
operations
|
Six
months ended
30th June
|
HK$ million
|
2024
|
2023
|
Net cash from operating
activities
|
641
|
1,686
|
Dividends received from
associates
|
1,566
|
1,660
|
Dividends received from joint
ventures
|
1,126
|
691
|
Funds from operations*
|
3,333
|
4,037
|
* Funds from operations represent net
cash from operating activities and dividends received from
associates and joint ventures.
b) Net cash from investing
activities include the following:
|
Six
months ended
30th June
|
HK$ million
|
2024
|
2023
|
Investment in joint
ventures
|
(1,377)
|
(40)
|
13. FAIR VALUE MEASUREMENT OF FINANCIAL
INSTRUMENTS
Except for certain investments in
securities which are stated at cost, the carrying values of all
financial assets and financial liabilities approximate to their
fair values.
The fair value of the Group's
financial instruments and non-financial instruments are grouped
into Level 1 to 3 with reference to the observability and
significance of the inputs used in the valuation technique as
follows:
Level 1:
|
Quoted prices (unadjusted) in active
markets for identical assets or liabilities.
|
|
|
Level 2:
|
Inputs other than quoted prices
included within Level 1 that are observable for asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from
prices).
|
|
|
Level 3:
|
Inputs for the asset or liability
that are not based on observable market data (unobservable
inputs).
|
At 30th June, 2024, investment
properties amounting to HK$408 million (HK$408 million at
31st December, 2023) and unlisted investment in securities
amounting to HK$352 million (HK$353 million at 31st December,
2023) were measured at fair value based on value inputs, other than
quoted prices, that are observable either directly or indirectly.
Other investments amounting to HK$1,189 million (HK$1,189
million at 31st December, 2023) were measured at fair value based
on value inputs that are not observable market data but change of
these value inputs to reasonable possible alternatives would not
have material effect on the Group's results and financial
position.
Derivative financial instruments were
measured at fair value based on value inputs, other than quoted
prices, that are observable either directly or
indirectly.
14. COMMITMENTS
The Group's capital commitments
outstanding at 30th June, 2024 and not provided for in the
consolidated interim financial statements are as
follows:
|
Contracted but not
provided for
|
HK$ million
|
30/6/2024
|
31/12/2023
|
Investments in joint
ventures
|
1
|
3
|
Plant and machinery
|
180
|
131
|
Other financial assets
|
128
|
139
|
Total
|
309
|
273
|
15. CONTINGENT LIABILITIES
The contingent liabilities of the
Group are as follows:
HK$ million
|
30/6/2024
|
31/12/2023
|
Other guarantee given in respect of a
joint venture
|
68
|
142
|
Performance bond
indemnities
|
168
|
174
|
Sub-contractor warranties
|
24
|
22
|
Total
|
260
|
338
|
16. EVENT AFTER THE REPORTING
PERIOD
In August 2024, a consortium
comprising CKI, CK Asset Holdings Limited and Power Assets Holdings
Limited, which will own 40%, 40% and 20% interests in the
portfolio, have entered into an agreement to acquire a portfolio of
operating onshore wind farms in the United Kingdom for
approximately £350 million (approximately HK$3.5 billion),
subject to certain closing adjustments. The portfolio comprises of
32 wind farms located in England, Scotland and Wales, totalling 175
MW in installed capacity and 137 MW in net attributable capacity.
The transaction is expected to be completed in
September.
17. REVIEW OF CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
The consolidated interim financial
statements are unaudited, but have been reviewed by the Audit
Committee.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that to the
best of their knowledge:
- the financial
statements have been prepared in accordance with Hong Kong
Accounting Standard 34 "Interim Financial Reporting" issued by the
Hong Kong Institute of Certified Public Accountants, which is
identical to the International Accounting Standard 34 "Interim
Financial Reporting" issued by International Accounting Standards
Board, as well as the applicable disclosure requirements of the
Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited and gives a true and fair view of the assets,
liabilities, financial position and profit or loss of the Group;
and
- this Interim
Report 2024 includes a fair review of the information required
by:
- DTR 4.2.7R of the
Disclosure Guidance and Transparency Rules ("DTR") sourcebook of
the UK's Financial Conduct Authority, being an indication of
important events that have occurred during the first six months of
the financial year ending 31st December, 2024 and their impact on
the condensed set of financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the financial year; and
- DTR 4.2.8R, being
related party transactions that have taken place in the first six
months of the financial year ending 31st December, 2024, which have
materially affected the financial position or performance of the
Group during that period; and any changes in the related party
transactions described in the 2023 Annual Report that could
materially affect the financial position or performance of the
Group during the first six months of the financial year ending 31st
December, 2024.
On behalf of the Board
Victor T K LI
Chairman
14th August, 2024
DIRECTORS' INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING
SHARES AND DEBENTURES
As at 30th June, 2024, the interests
or short positions of the Directors and chief executives of the
Company in the shares, underlying shares and debentures of the
Company or any of its associated corporations (within the meaning
of Part XV of the Securities and Futures Ordinance ("SFO")) which
were notified to the Company and The Stock Exchange of Hong Kong
Limited ("Stock Exchange") pursuant to Divisions 7 and 8 of Part XV
of the SFO (including interests or short positions which they were
taken or deemed to have under such provisions of the SFO), or which
were recorded in the register required to be kept by the Company
under Section 352 of the SFO, or which were required, pursuant to
the Model Code for Securities Transactions by Directors of Listed
Issuers set out in Appendix C3 to the Rules Governing the Listing
of Securities, to be notified to the Company and the Stock
Exchange, were as follows:
(1) LONG POSITIONS IN SHARES
|
|
|
Number of
Ordinary Shares/Share Stapled Units
|
|
Name of Company
|
Name of Director
|
Capacity
|
Personal
Interests
|
Family
Interests
|
Corporate
Interests
|
Other
Interests
|
Total
|
Approximate
% of
Shareholding
|
Company
|
Li Tzar Kuoi,
Victor
|
Interest of child or spouse &
beneficiary of trusts
|
-
|
227,000
|
-
|
5,428,000
(Note 1)
|
5,655,000
|
0.22%
|
|
Kam Hing Lam
|
Beneficial owner
|
100,000
|
-
|
-
|
-
|
100,000
|
0.003%
|
CK Hutchison Holdings
Limited
|
Li Tzar Kuoi,
Victor
|
Beneficial Owner, interest of child
or spouse, interest of controlled corporations & beneficiary of
trusts
|
220,000
|
405,200
|
2,572,350
(Note 3)
|
1,162,632,010
(Note 2)
|
1,165,829,560
|
30.43%
|
|
Kam Hing Lam
|
Beneficial owner & interest of
child or spouse
|
51,040
|
57,360
|
-
|
-
|
108,400
|
0.002%
|
|
Fok Kin Ning, Canning
|
Interest of controlled
corporation
|
-
|
-
|
6,011,438
(Note 9)
|
-
|
6,011,438
|
0.15%
|
|
Frank John Sixt
|
Beneficial owner
|
166,800
|
-
|
-
|
-
|
166,800
|
0.004%
|
|
Lan Hong Tsung, David
|
Beneficial owner
|
13,680
|
-
|
-
|
-
|
13,680
|
0.0003%
|
|
Lee Pui Ling, Angelina
|
Beneficial owner
|
111,334
|
-
|
-
|
-
|
111,334
|
0.002%
|
CK Hutchison Holdings
Limited
|
George Colin Magnus
|
Beneficial owner, interest of child
or spouse & founder & beneficiary of a discretionary
trust
|
85,361
|
16,771
|
-
|
833,868
(Note 10)
|
936,000
|
0.02%
|
|
Man Ka Keung, Simon
|
Beneficial owner & interest of
child or spouse
|
9,895
(Note 11)
|
11,895
(Note 11)
|
-
|
-
|
11,895
|
0.0003%
|
Power Assets Holdings
Limited
|
Kam Hing Lam
|
Interest of child or
spouse
|
-
|
100,000
|
-
|
-
|
100,000
|
0.004%
|
|
Lee Pui Ling, Angelina
|
Beneficial owner
|
8,800
|
-
|
-
|
-
|
8,800
|
0.0004%
|
HK Electric Investments and
HK Electric Investments
Limited
|
Li Tzar Kuoi,
Victor
|
Interest of controlled corporation
& beneficiary of trusts
|
-
|
-
|
5,170,000
(Note 5)
|
2,700,000 (Note 6)
|
7,870,000
|
0.08%
|
|
Kam Hing Lam
|
Interest of child or
spouse
|
-
|
1,025,000
|
-
|
-
|
1,025,000
|
0.01%
|
|
Fok Kin Ning, Canning
|
Interest of controlled
corporation
|
-
|
-
|
2,000,000
(Note 9)
|
-
|
2,000,000
|
0.02%
|
|
Lee Pui Ling, Angelina
|
Beneficial owner
|
2,000
|
-
|
-
|
-
|
2,000
|
0.00002%
|
Hutchison Telecommunications
(Australia) Limited
|
Fok Kin Ning, Canning
|
Beneficial owner & interest of
controlled corporation
|
4,100,000
|
-
|
1,000,000
(Note 9)
|
-
|
5,100,000
|
0.037%
|
|
Frank John Sixt
|
Beneficial owner
|
1,000,000
|
-
|
-
|
-
|
1,000,000
|
0.007%
|
Hutchison Telecommunications Hong
Kong Holdings Limited
|
Li Tzar Kuoi,
Victor
|
Interest of child or spouse, interest
of controlled corporations & beneficiary of trusts
|
-
|
192,000
|
353,047,203
(Note 7)
|
53,604,826
(Note 8)
|
406,844,029
|
8.44%
|
|
Fok Kin Ning, Canning
|
Interest of controlled
corporation
|
-
|
-
|
1,202,380
(Note 9)
|
-
|
1,202,380
|
0.024%
|
|
Frank John Sixt
|
Beneficial owner
|
255,000
|
-
|
-
|
-
|
255,000
|
0.005%
|
|
George Colin Magnus
|
Beneficial owner & interest of
child or spouse
|
13,201
|
132
|
-
|
-
|
13,333
|
0.0002%
|
(2) LONG POSITIONS IN
DEBENTURES
|
|
|
Amount of
Debentures
|
Name of
Company
|
Name of
Director
|
Capacity
|
Personal
Interests
|
Family
Interests
|
Corporate
Interests
|
Other
Interests
|
Total
|
Cheung Kong
Infrastructure
Finance (BVI)
Limited
|
Li Tzar Kuoi,
Victor
|
Interest of controlled
corporation
|
-
|
-
|
US$10,000,000
4.2%
Guaranteed
Perpetual
Capital
Securities
(Note
4)
|
-
|
US$10,000,000
4.2%
Guaranteed
Perpetual
Capital
Securities
|
Notes:
1. The
discretionary beneficiaries of each of The Li Ka-Shing Unity
Discretionary Trust ("DT1") and another discretionary trust ("DT2")
are, inter alia, Mr. Li Tzar Kuoi, Victor, his wife and children,
and Mr. Li Tzar Kai, Richard. Each of the trustees of DT1 and DT2
holds units in The Li Ka-Shing Unity Trust ("UT1") but is not
entitled to any interest or share in any particular property
comprising the trust assets of the said unit trust. Li Ka-Shing
Unity Trustee Company Limited ("TUT1") as trustee of UT1 holds a
total of 5,428,000 shares of the Company.
The entire issued share capital of
TUT1 and of the trustees of DT1 and DT2 are owned by Li Ka-Shing
Unity Holdings Limited ("Unity Holdco"). Mr. Li Ka-shing and Mr. Li
Tzar Kuoi, Victor are respectively interested in one-third and
two-thirds of the entire issued share capital of Unity Holdco. TUT1
is interested in the shares of the Company by reason only of its
obligation and power to hold interests in those shares in its
ordinary course of business as trustee and, when performing its
functions as trustee, exercises its power to hold interests in the
shares of the Company independently without any reference to Unity
Holdco or any of Mr. Li Ka-shing and Mr. Li Tzar Kuoi, Victor
as a holder of the shares of Unity Holdco as aforesaid.
By virtue of the above and as a
director of the Company and a discretionary beneficiary of each of
DT1 and DT2, Mr. Li Tzar Kuoi, Victor is taken to have a duty of
disclosure in relation to the shares of the Company held by TUT1 as
trustee of UT1 under the SFO.
2. The
1,162,632,010 shares in CK Hutchison Holdings Limited ("CK
Hutchison") comprise:
(a)
1,005,817,044 shares held by TUT1 as trustee of UT1 together with
certain companies which TUT1 as trustee of UT1 is entitled to
exercise or control the exercise of one-third or more of the voting
power at their general meetings ("TUT1 related companies"). By
virtue of being a director of the Company and a discretionary
beneficiary of each of DT1 and DT2 as described in Note 1 above,
Mr. Li Tzar Kuoi, Victor is taken to have a duty of disclosure in
relation to the said shares of CK Hutchison held by TUT1 as trustee
of UT1 and TUT1 related companies under the SFO.
(b)
72,387,720 shares held by Li Ka-Shing Castle Trustee Company
Limited ("TUT3") as trustee of The Li Ka-Shing Castle Trust ("UT3")
together with certain companies which TUT3 as trustee of UT3 is
entitled to exercise or control the exercise of one-third or more
of the voting power at their general meetings ("TUT3 related
companies"). The discretionary beneficiaries of each of the two
discretionary trusts ("DT3" and "DT4") are, inter alia, Mr. Li Tzar
Kuoi, Victor, his wife and children, and Mr. Li Tzar Kai, Richard.
Each of the trustees of DT3 and DT4 holds units in UT3 but is not
entitled to any interest or share in any particular property
comprising the trust assets of the said unit trust.
The entire issued share capital of
TUT3 and of the trustees of DT3 and DT4 are owned by Li Ka-Shing
Castle Holdings Limited ("Castle Holdco"). Mr. Li Ka-shing and Mr.
Li Tzar Kuoi, Victor are respectively interested in one-third and
two-thirds of the entire issued share capital of Castle Holdco.
TUT3 is only interested in the shares of CK Hutchison by reason
only of its obligation and power to hold interests in those shares
in its ordinary course of business as trustee and, when performing
its functions as trustee, exercises its power to hold interests in
the shares of CK Hutchison independently without any reference to
Castle Holdco or any of Mr. Li Ka-shing and Mr. Li Tzar Kuoi,
Victor as a holder of the shares of Castle Holdco as
aforesaid.
By virtue of the above and as a
director of the Company and a discretionary beneficiary of each of
DT3 and DT4, Mr. Li Tzar Kuoi, Victor is also taken to have a duty
of disclosure in relation to the said 72,387,720 shares of CK
Hutchison held by TUT3 as trustee of UT3 and TUT3 related companies
under the SFO.
(c)
84,427,246 shares held by a company controlled by Li Ka-Shing
Castle Trustee Corporation Limited as trustee of DT3.
3. The
2,572,350 shares in CK Hutchison comprise:
(a)
2,272,350 shares held by certain companies in which Mr. Li Tzar
Kuoi, Victor is entitled to exercise or control the exercise of
one-third or more of the voting power at their general
meetings.
(b) 300,000
shares held by Li Ka Shing Foundation Limited ("LKSF"). By virtue
of the terms of the constituent documents of LKSF, Mr. Li Tzar
Kuoi, Victor may be regarded as having the ability to exercise or
control the exercise of one-third or more of the voting power at
general meetings of LKSF.
4. Such interests are held
by a company of which Mr. Li Tzar Kuoi, Victor is entitled to
exercise or control the exercise of one-third or more of the voting
power at its general meetings.
5. The 5,170,000 share
stapled units in HK Electric Investments and HK Electric
Investments Limited ("HKEI") are held by LKSF. By virtue of the
terms of the constituent documents of LKSF, Mr. Li Tzar Kuoi,
Victor may be regarded as having the ability to exercise or control
the exercise of one-third or more of the voting power at general
meetings of LKSF.
6. The 2,700,000 share
stapled units in HKEI are held by TUT1 as trustee of UT1. By virtue
of being a director of the Company and a discretionary beneficiary
of each of DT1 and DT2 as described in Note 1 above, Mr. Li Tzar
Kuoi, Victor is taken to have a duty of disclosure in relation to
the said 2,700,000 shares stapled units of HKEI held by TUT1 as
trustee of UT1 under the SFO.
7. The
353,047,203 shares in Hutchison Telecommunications Hong Kong
Holdings Limited ("HTHK") comprise:
(a)
2,519,250 shares held by certain companies in which Mr. Li Tzar
Kuoi, Victor is entitled to exercise or control the exercise of
one-third or more of the voting power at their general
meetings.
(b)
350,527,953 shares held by LKSF. By virtue of the terms of the
constituent documents of LKSF, Mr. Li Tzar Kuoi, Victor may be
regarded as having the ability to exercise or control the exercise
of one-third or more of the voting power at general meetings of
LKSF.
8. The
53,604,826 shares in HTHK comprise:
(a) 153,280
shares held by TUT3 as trustee of UT3. By virtue of being a
director of the Company and a discretionary beneficiary of each of
DT3 and DT4 as described in Note 2(b) above, Mr. Li Tzar Kuoi,
Victor is taken to have a duty of disclosure in relation to the
said 153,280 shares of HTHK held by TUT3 as trustee of UT3 under
the SFO.
(b)
53,451,546 shares held by TUT1 as trustee of UT1 together with a
company which TUT1 as trustee of UT1 is entitled to exercise or
control the exercise of one-third or more of the voting power at
its general meetings ("TUT1 related company"). By virtue of being a
director of the Company and a discretionary beneficiary of each of
DT1 and DT2 as described in Note 1 above, Mr. Li Tzar Kuoi, Victor
is taken to have a duty of disclosure in relation to the said
53,451,546 shares of HTHK held by TUT1 as trustee of UT1 and TUT1
related company under the SFO.
9. Such interests are held
by a company which is equally owned by Mr. Fok Kin Ning, Canning
and his wife.
10. Such
interests comprise 184,000 shares held by a company controlled by a
trust under which Mr. George Colin Magnus is a discretionary
beneficiary and 649,868 shares indirectly held by a trust of which
Mr. George Colin Magnus is the settlor and a discretionary
beneficiary.
11. Such
9,895 shares are jointly held by Mr. Man Ka Keung, Simon and his
wife, the remaining 2,000 shares are held by his wife.
Save as disclosed above, none of the
Directors or chief executives of the Company had, as at 30th June,
2024, any interests or short positions in the shares, underlying
shares and debentures of the Company or any of its associated
corporations (within the meaning of Part XV of the SFO) which would
have to be notified to the Company and the Stock Exchange pursuant
to Divisions 7 and 8 of Part XV of the SFO (including interests or
short positions which they were taken or deemed to have under such
provisions of the SFO), or which were recorded in the register
required to be kept by the Company under Section 352 of the SFO, or
which were required to be notified to the Company and the Stock
Exchange pursuant to the Model Code.
INTERESTS AND SHORT POSITIONS OF
SHAREHOLDERS
So far as is known to any Director or
chief executive of the Company, as at 30th June, 2024, shareholders
(other than Directors or chief executives of the Company) who had
interests or short positions in the shares or underlying shares of
the Company which would fall to be disclosed to the Company under
the provisions of Divisions 2 and 3 of Part XV of the SFO, or which
were recorded in the register required to be kept by the Company
under Section 336 of the SFO were as follows:
LONG
POSITIONS OF SUBSTANTIAL SHAREHOLDERS IN THE SHARES OF THE
COMPANY
Name
|
Capacity
|
Number of
Ordinary Shares
|
Total
|
Approximate % of Shareholding
|
Hutchison Infrastructure Holdings
Limited
|
Beneficial owner
|
1,906,681,945
|
1,906,681,945
|
75.67%
|
Aspire Rich Limited
|
Interest of controlled
corporation
|
1,906,681,945 (Note i)
|
1,906,681,945
|
75.67%
|
Robust Faith Limited
|
Interest of controlled
corporation
|
1,906,681,945 (Note i)
|
1,906,681,945
|
75.67%
|
CK Hutchison Capital Securities (2)
Limited
|
Interest of controlled
corporations
|
1,906,681,945 (Note ii)
|
1,906,681,945
|
75.67%
|
CK Hutchison Capital Securities (3)
Limited
|
Interest of controlled
corporations
|
1,906,681,945 (Note iii)
|
1,906,681,945
|
75.67%
|
CK Hutchison Global Investments
Limited
|
Interest of controlled
corporations
|
1,906,681,945 (Note iv)
|
1,906,681,945
|
75.67%
|
CK Hutchison Holdings
Limited
|
Interest of controlled
corporations
|
1,906,681,945 (Note v)
|
1,906,681,945
|
75.67%
|
Notes:
i. This represents
the same block of shares in the Company as shown against the name
of Hutchison Infrastructure Holdings Limited ("HIHL") above. Since
HIHL is equally controlled by Aspire Rich Limited ("Aspire Rich")
and Robust Faith Limited ("Robust Faith"), each of Aspire Rich and
Robust Faith is deemed to be interested in the same number of
shares in which HIHL is interested under the SFO.
ii. As Aspire Rich is
wholly-owned by CK Hutchison Capital Securities (2) Limited ("CK
2"), CK 2 is deemed to be interested in the same number of shares
in which Aspire Rich is deemed to be interested under the
SFO.
iii.
As Robust Faith is wholly-owned by CK Hutchison Capital Securities
(3) Limited ("CK 3"), CK 3 is deemed to be interested in the same
number of shares in which Robust Faith is deemed to be interested
under the SFO.
iv. As
CK 2 and CK 3 are wholly-owned by CK Hutchison Global Investments
Limited ("CK Global"), CK Global is deemed to be interested in the
same number of shares in which CK 2 and CK 3 are deemed to be
interested under the SFO.
v. As CK Global is
wholly-owned by CK Hutchison Holdings Limited ("CK Hutchison"), CK
Hutchison is deemed to be interested in the same number of shares
in which CK Global is deemed to be interested under the
SFO.
Save as disclosed above, as at 30th
June, 2024, the Company had not been notified by any persons (other
than Directors or chief executives of the Company) who had
interests or short positions in the shares or underlying shares of
the Company which would fall to be disclosed to the Company under
the provisions of Divisions 2 and 3 of Part XV of the SFO, or which
were recorded in the register required to be kept by the Company
under Section 336 of the SFO.
CORPORATE GOVERNANCE
The Board of Directors ("Board") and
the management of the Company are committed to the maintenance of
good corporate governance practices and procedures at the Company
and its subsidiaries ("Group"). The Company believes that good
corporate governance provides a framework that is essential for
effective management, a healthy corporate culture, successful
business growth and enhancing shareholder value. The corporate
governance principles of the Company emphasize a quality Board,
sound internal controls, and transparency and accountability to all
shareholders.
The Company has applied the
principles and complied with all code provisions and, where
applicable, the recommended best practices of the Corporate
Governance Code ("CG Code") as set out in Part 2 of Appendix C1 to
the Rules Governing the Listing of Securities ("Listing Rules") on
The Stock Exchange of Hong Kong Limited ("Stock Exchange")
throughout the six months ended 30th June, 2024.
The Group adheres to high corporate
governance standards and conducts its businesses with ethics and
integrity. The Group's vision, values and strategy are inextricably
linked to its purpose and business operations. In compliance with
the CG Code, the Company has adopted, and regularly reviews its
comprehensive set of corporate governance policies such as
Anti-Fraud and Anti-Bribery Policy, Anti-Money Laundering Policy,
Employee Code of Conduct, Policy on Handling of Confidential
Information, Information Disclosure, and Securities Dealing, and
Whistleblowing Policy - Procedures for Reporting Possible
Improprieties. The Group maintains a robust corporate governance
framework and internal control systems to uphold its accountability
with support from internal and external auditors and other
professional advisors.
(1) BOARD COMPOSITION AND BOARD
PRACTICES
The Board, accountable to the
shareholders under the leadership of the Chairman of the Board
("Chairman"), leads, directs and supervises the Company's affairs
to enable the long-term success of the Company. The Board is
responsible for shaping and monitoring the corporate culture,
setting long-term strategic objectives, policies and directions of
the Company with appropriate focus on values creation and risk
management. The Board evaluates the Group's operating, financial
and sustainability performance and oversees the executive
management of the Company.
As at 30th June, 2024 and as the
date of this Interim Report, the Board consists of fifteen
Directors, comprising eight Executive Directors (including the
Chairman, Group Managing Director, two Deputy Chairmen, Deputy
Managing Director, Chief Financial Officer and two Executive
Directors), two Non-executive Directors and five Independent
Non-executive Directors. Two Alternate Directors have been
appointed. Throughout the six months ended 30th June, 2024 and up
to the date of this Interim Report, one-third of the Board are
Independent Non-executive Directors and more than one of them have
appropriate professional qualifications, or accounting or related
financial management expertise. All Directors (including
Non-executive Directors) are subject to retirement by rotation at
least once every three years. Retiring Directors are eligible for
re-election by shareholders at general meetings in accordance with
the Company's Bye-laws and the CG Code.
The positions of Chairman and Group
Managing Director are currently held by separate individuals with a
view to maintaining an effective segregation of duties respecting
management of the Board and the day-to-day management of the
Group's business.
All Directors make active
contribution to the affairs of the Board and the Board acts in the
best interests of the Group. In addition to regular Board meetings,
the Chairman meets with the Independent Non-executive Directors
without the presence of other Directors twice every year, providing
an exclusive platform for Independent Non-executive Directors to
raise concerns, exchange views and discuss issues about the Company
or its business, such as corporate governance enhancement,
efficiency of the Board and any other matters they may wish to
discuss without the presence of the Executive Directors and the
management.
The Company Secretary, reporting to
the Chairman, advises the Board on corporate governance and other
regulatory compliance matters and is responsible for keeping the
Board abreast of developments in the law, rules and regulations
that may affect the Company's business and operations. The Company
Secretary also assists the Board in monitoring the Company's
compliance with Board procedures and the requirements under the
Listing Rules and other applicable law, rules and
regulations.
(2) MODEL CODE FOR SECURITIES TRANSACTIONS
BY DIRECTORS
The Company has adopted a code of
conduct regarding directors' securities transactions on terms no
less exacting than the required standard set out in the "Model Code
for Securities Transactions by Directors of Listed Issuers" under
Appendix C3 to the Listing Rules ("Model Code"). The Company will
review and revise its code regarding directors' securities
transactions to reflect any amendments to Appendix C3 to the
Listing Rules from time to time. All Directors have confirmed that
they have complied with the required standards set out in the Model
Code regarding their dealings in securities of the Company during
the six months ended 30th June, 2024.
The Board has established written
guidelines no less exacting than the Model Code for relevant
employees in respect of their dealings in the Company's securities.
The Company has adopted a policy on handling of confidential
information, information disclosure, and securities dealing,
applicable to the Group's employees when they are in possession of
confidential or inside information in relation to the Group. The
policy satisfies the requirements under Part XIVA of the Securities
and Futures Ordinance. The policy is available on the Company's
intranet and disseminated to the employees.
(3) RISK MANAGEMENT AND INTERNAL
CONTROL
The Company has an internal audit
function in place to conduct ongoing an independent assessment of
the Group's risk management (including significant risks relating
to Environment, Social and Governance ("ESG")) and internal control
systems and review of their effectiveness in accordance with the CG
Code. The Group Internal Audit prepares its audit plan using a risk
based methodology in consultation with, but independent of, the
management for review by the audit committee of the Company ("Audit
Committee"). The audit work focuses on financial, operational and
compliance controls review and those areas of the Group's
activities with greatest perceived risks (including ESG risks). An
integral part of the internal audit function is to monitor and
ensure effective implementation of the risk management and internal
control systems.
The Board, through the Audit
Committee, has conducted a review of the effectiveness of the risk
management and internal control systems of the Group for the six
months ended 30th June, 2024.
(4) AUDIT COMMITTEE
The Audit Committee comprises four
members, all of whom are Independent Non-executive Director. The
Audit Committee is chaired by Mr. Paul Joseph Tighe with Mr. Cheong
Ying Chew, Henry, Mrs. Sng Sow-mei alias Poon Sow Mei and Mr. Lan
Hong Tsung, David as members. The Audit Committee is responsible
for overseeing the Group's financial reporting, risk management and
internal control systems, monitoring the integrity of the Group's
financial information, overseeing the relationship with the
external auditor of the Company, reviewing the arrangements that
the Company's employees may use, in confidence and anonymity, to
raise concerns about possible improprieties and ensuring proper
arrangements are in place for fair and independent investigations
and follow-up actions, and performing corporate governance
functions delegated by the Board.
The Group's interim report for the
six months ended 30th June, 2024 have been reviewed by the Audit
Committee.
(5) REMUNERATION COMMITTEE
A majority of the members of the
Company's Remuneration Committee are Independent Non-executive
Directors. The Remuneration Committee is chaired by Mr. Cheong Ying
Chew, Henry, an Independent Non-executive Director, with another
Independent Non-executive Directors, Mrs. Sng Sow-mei alias Poon
Sow Mei and the Chairman, Mr. Victor T K Li, as members. The
principal responsibilities of the Remuneration Committee include
making recommendations to the Board on the Company's policy and
structure for the remuneration packages of all Directors and the
senior management, making recommendations on the remuneration of
Non-executive Directors and, with delegated responsibility,
determining the remuneration packages of individual Executive
Directors and senior management, with reference to the corporate
goals and objectives of the Board resolved from time to
time.
(6) NOMINATION COMMITTEE
A majority of the members of the
Company's Nomination Committee are Independent Non-executive
Directors. The Nomination Committee is chaired by Mrs. Kwok Eva
Lee, an Independent Non-executive Director, with another
Independent Non-executive Director, Mr. Cheong Ying Chew,
Henry and the Chairman, Mr. Victor T K Li, as members. The
principal responsibilities of the Nomination Committee include
reviewing the structure, size, diversity profile and skills matrix
of the Board and the independence of the Independent Non-executive
Directors, making recommendations to the Board on the appointment
or re-appointment of Directors and succession planning for
Directors and reviewing the Director Nomination Policy and the
Board Diversity Policy of the Company periodically.
(7) SUSTAINABILITY
COMMITTEE
The Sustainability Committee
comprises three Directors, a majority of whom are Independent
Non-executive Directors, and the Company Secretary. The
Sustainability Committee is chaired by Mr. Ip Tak Chuen, Edmond,
Deputy Chairman. Other members include two Independent
Non-executive Directors, Mr. Lan Hong Tsung, David and Mr. Paul
Joseph Tighe, and the Company Secretary, Ms. Eirene Yeung. The
principal responsibilities of the Sustainability Committee include
overseeing management, and advising the Board, on the development
and implementation of the sustainability initiatives of the Group,
including reviewing the related sustainability and ESG policies and
practices, and assessing and making recommendations on matters
concerning the Group's sustainability development and
sustainability and ESG risks and opportunities.
(8) INVESTOR RELATIONS AND SHAREHOLDERS
ENGAGEMENT
The Company's Shareholders
Communication Policy is available on the Company's website. The
policy is subject to review on a regular basis to ensure its
implementation and effectiveness.
The Company commits to engaging
stakeholders in ongoing dialogues to understand their evolving
needs, concerns and expectations. The Company establishes different
forms of engagement for different groups of stakeholders to keep
consistent interactions and maintains different communication
channels for shareholders and investors to communicate their views
on matters regarding the Company's businesses and affairs. These
channels include (i) corporate communicationsNote 1
published on the websites of the Company and the Stock Exchange
with notice of availability of corporate communications to be
distributed to shareholdersNote 2 by email or by post
(where applicable) (and, in case of actionable corporation
communicationsNote 3, further disseminated to
shareholders in accordance with the Listing Rules); (ii) general
meetings which provide a forum for shareholders to raise comments
and exchange views with the Board; (iii) updated and key
information regarding the Group available on the website of the
Company; (iv) the Company's website which offers a communication
platform between the Company and its shareholders and stakeholders;
(v) press conferences and briefing meetings with analysts held from
time to time, where applicable, to provide updates on the
performance of the Group; (vi) the Company's Branch Share Registrar
who deals with shareholders for share registration and related
matters; (vii) the Corporate Affairs Department of the Company
handling enquiries from shareholders and investors generally; and
(viii) other dedicated communication channels, activities and
events operated or organised by designated business units and
departments at various levels engaging different groups of
stakeholders.
Notes:
1. "Corporate
Communications" refers to any documents issued or to be issued by
the Company for the information or action of holders of any of the
Company's shares or securities or the investing public, including
but not limited to directors' reports, annual accounts and
auditor's reports, interim reports, notices of meetings, listing
documents, circulars and proxy forms.
2. "Shareholders", for the
purpose of this section, include holder of the shares in or other
securities of the Company.
3. "Actionable Corporate
Communications" refer to any Corporate Communications that seek
instructions from Shareholders on how they wish to exercise their
rights or made an election as Shareholders.
OTHER INFORMATION
PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED
SECURITIES
During the six months ended 30th
June, 2024, neither the Company nor any of its subsidiaries had
purchased, sold or redeemed any of the Company's listed securities
(including sale of treasury share). As at 30th June, 2024, the
Company and its subsidiaries did not hold any treasury shares
(whether in the Clearing and Settlement System, or
otherwise).
DISCLOSURE UNDER CHAPTER 13 OF THE LISTING
RULES
The following information is
disclosed in accordance with Rule 13.22 of Chapter 13 of the
Listing Rules:
As at 30th June, 2024, the Group's
financial assistance to certain affiliated companies exceeded the
assets ratio of 8 per cent. A combined statement of financial
position of the affiliated companies as at 30th June, 2024 is set
out below:
HK$
million
|
|
Non-current assets
|
508,053
|
Current assets
|
28,982
|
Current liabilities
|
(67,853)
|
Non-current liabilities
|
(285,105)
|
Net assets
|
184,077
|
Share capital
|
55,355
|
Reserves
|
128,028
|
Non-controlling interests
|
694
|
Total equity
|
184,077
|
As at 30th June, 2024, the
consolidated attributable interest of the Group in these affiliated
companies amounted to HK$83,565 million.
RISK
FACTORS
The Group's businesses, financial
condition, results of operations and growth prospects may be
affected by risks and uncertainties directly or indirectly
pertaining to the Group's businesses. The risk factors set out
below are those that could result in the Group's businesses,
financial condition, results of operations or growth prospects
differing materially from expected or historical results. Such
factors are by no means exhaustive or comprehensive, and there may
be other risks in addition to those shown below which are not known
to the Group or which may not be material now but could turn out to
be material in the future. In addition, this Interim Report does
not constitute a recommendation or advice to invest in the shares
or other securities of the Company and investors are advised to
make their own judgement or consult their own investment advisors
before making any investment in the shares or other securities of
the Company.
GLOBAL ECONOMY
Continued trade protectionism,
fluctuation of major currencies, supply chain disruptions,
persistent high interest rates and inflationary pressure in some
countries, tight fiscal policy and monetary policy, high commodity
prices and energy costs, cost of living crisis, continuing
geopolitical tensions and increasing climate risks have created
uncertainties and volatility in the world economy and global
financial markets. Continued slowdown in global economic growth
could lead to economic contractions in certain markets, commercial
and consumer delinquencies, weakened consumer confidence, and
increased market volatility and decline in the value of the
assets.
The Group is a diversified
infrastructure investment company with businesses presently in Hong
Kong, Mainland China, the United Kingdom ("UK"), Continental
Europe, Australia, New Zealand, Canada and the United States. Any
adverse economic, social and/or political conditions in those
countries and places in which the Group operates may potentially
impact on the Group's businesses, financial condition or results of
operations, asset values and liabilities.
ECONOMIC CONDITIONS AND INTEREST RATES
The industries in which the Group
operates are affected by the economic conditions of the various
places where the Group's investments or operations are located, the
population growth of these places, mark to market value of
securities investments, the currency environment and interest rates
cycles. There can be no assurance that the combination of the above
factors the Group experiences in the future will not adversely
affect its financial condition or results of operations.
Inflation and interest rates remain
high in many countries. The interest rate cycle has impact on the
aggregate demand from all sectors, which may in turn affect the
businesses of the Group. While the Group regularly reviews its
exposure to interest rate fluctuations and may manage such exposure
using hedging instruments, there can be no guarantee that the Group
will not be affected by the interest rate exposure.
In particular, certain businesses in
the Group are subject to regulatory regimes in which local interest
rates are taken into account in the calculation of the regulated
cost of capital, which flows through to allowed revenue. There can
be no assurance that any changes in the regulated cost of capital
can be fully mitigated by the businesses. Furthermore, income from
finance and treasury operations is dependent upon the capital
markets, interest rate and currency environment, and the worldwide
economic and market conditions, and therefore there can be no
assurance that changes in these conditions will not adversely
affect the Group's business, financial condition, results of
operations and growth prospects. The volatility in the financial
markets may also adversely affect the income to be derived by the
Group from its finance and treasury activities.
CONCENTRATION IN GEOGRAPHICAL MARKETS AND BUSINESS
TYPES
The business operation of the Group
may be viewed as substantially concentrated in certain geographical
markets or in one particular or more types of business. If and when
the Group's operations are exposed to any deterioration in the
economic, social or political conditions as well as any incidence
of social unrest, strike, riot, civil disturbance or disobedience
or terrorism, or even outbreaks of epidemics in such geographical
markets or business segments, the adverse circumstances may
materially disrupt the Group's operations and, in turn, impact the
revenue, profitability and financial condition of the
Group.
HIGHLY COMPETITIVE MARKETS
Unlike the Group's regulated
businesses, which do not experience significant competition, some
of the Group's non-regulated business, such as the Group's waste
management, off-airport car parking, rolling stock leasing, cement
and household infrastructure businesses, face competition across
the diverse markets in which they operate. New market entrants and
intensified price competition among existing market players could
adversely affect the Group's businesses, financial condition,
results of operations or growth prospects. Competition risks faced
by the Group include (a) possible restrictions on the access by the
shuttle buses operated by the Group's off- airport car parking
businesses as imposed by the airport authorities that operates the
on-airport car parking businesses; (b) the availability of rail
link services from city centre to airport which may reduce the
usage of the off-airport car park; and (c) significant competition
and pricing pressure from other competitors attempting to capture a
higher level of market share. Such risks may adversely affect the
financial performance of the Group's operation.
INFRASTRUCTURE MARKET
The Group has historically focused,
and continues to focus, its portfolio on regulated businesses in
the power and infrastructure sectors. The infrastructure market is
highly regulated. Some of the investments owned by the Group in the
power and infrastructure sectors (for example, water, gas and
electricity) are subject to regulatory pricing and strict adherence
must be made to the licence requirements, codes and guidelines
established by the relevant regulatory authorities from time to
time. Failure to comply with these licence requirements, codes or
guidelines may lead to penalties, or, in extreme circumstances,
amendment, suspension or cancellation of the relevant licences by
the authorities. Many of the Group's regulated businesses have
recently been undergoing challenging regulatory resets with lower
permitted return and restrictions on shareholders' distribution
under certain circumstances. Interest and inflation rates, high
energy cost, energy windfall tax, cap on the energy retail prices
in certain markets as well as tougher stances adopted by regulators
may affect the returns of the Group's infrastructure businesses.
Any operational practices that are significantly out of step with
community expectations can lead to concerns with regulators or
local or national governments, and may ultimately lead to more
stringent regulatory resets, regulatory oversight as well as
negative publicity that could also have a reputational
impact.
The distribution and transmission
networks of the Group's utilities investments are also exposed to
supply interruptions. If an extreme weather and climate event,
earthquake, storm, flood, fire, sabotage, terrorist attack,
outbreaks of epidemics or any other unplanned event interrupts
service, the loss of cash flow resulting from the interruption and
the cost of recovery from network damage could be considerable and
potentially cause poor customer perceptions and may also lead to
claims and litigation. Moreover, some losses from events such as
terrorist attacks may not be recoverable. The Russia-Ukraine
conflict and the instability in the Middle East will continue to
put energy supply at risk and cause substantial price volatility.
Increases in the number or duration of supply interruptions could
result in material increases in the costs associated with the
operation of the distribution and transmission networks. The
capacity factor (load factor) of the wind farms acquired by the
Group could also be affected by the wind conditions, which could
result in the fluctuation of revenues. Some investments in
non-regulated business may also be impacted by regulatory reform.
All of these uncertain factors could have a material adverse effect
on the businesses, financial condition, results of operations or
growth prospects of the Group.
CRUDE OIL MARKETS
The Group's investment in Husky
Midstream Limited Partnership ("HMLP") comprises oil pipelines,
storage facilities and ancillary assets in Canada. Its results of
operation and financial condition may be dependent on the prices
received for refined products and crude oil of Cenovus Energy Inc.
("Cenovus"). Fluctuation of crude oil prices could impact the value
and quantity of Cenovus' oil production. HMLP also has other
customers apart from Cenovus and their demand for HMLP's services
may depend on prices received for their refined products and crude
oil. Prices for refined products and crude oil are based on local
and global supply and demand as well as availability and costs of
transportation. Supply and demand may be affected by a number of
factors including, but not limited to, actions taken by the
Organisation of the Petroleum Exporting Countries (OPEC), non-OPEC
crude oil supply, social and political conditions in oil producing
countries, the occurrence of natural disasters, general and
specific economic conditions, technological developments,
prevailing weather patterns and the availability of alternate
sources of energy. Furthermore, HMLP is also susceptible to
unforeseen pipeline releases at rivers or nature reserves. If the
above events occurred or further occurred, it may adversely affect
the Group's financial condition and results of
operations.
CAPEX INVESTMENT
Capex investment plans for regulated
business are proposed and planned based on the asset conditions,
regulatory compliance and government initiative, such as net zero
emission and hydrogen plan. Aggressive targets could require huge
capital investment in a short period of time. That would cause
concerns on: affordability of the customers for the increase in
tariff; construction is constrained by the availability of labour
and resources. Excess demand would further drag up capital
investment project costs, which might cause cost of funding not
being able to be justified by the weighted average cost of capital
(WACC) return allowed by the regulator.
A significant amount of capital
expenditure is also required for the Group to maintain the assets
of its existing businesses. While the relevant asset companies have
their own asset management plans, there is a risk that due to
unforeseen events, capital expenditure required for the replacement
of assets could exceed budgeted amounts and hence affect the
businesses, financial condition, results of operations or growth
prospects of the Group.
CURRENCY FLUCTUATIONS
The Group is a global infrastructure
group and is exposed to potential currency fluctuations in these
countries and territories in which the Group operates, particularly
with respect to U.S. dollars, Hong Kong dollars, Australian
dollars, New Zealand dollars, British pounds sterling, Canadian
dollars and Euros. The results of the Group are recorded in Hong
Kong dollars but its various subsidiaries, associates and joint
ventures may receive revenue and incur expenses in other
currencies. Any currency fluctuations on translation of the
accounts of these subsidiaries, associates and joint ventures and
also on the repatriation of earnings, equity investments and loans
may therefore impact the Group's financial condition or results of
operations, asset values and liabilities.
To minimise currency risk exposure in
respect of its investments in other countries, the Group generally
hedges those investments with (i) currency swaps and (ii) an
appropriate level of borrowings denominated in the local
currencies. The Group has not entered into any speculative
derivative transaction.
Although currency exposures have been
managed by the Group, a depreciation or fluctuation of the
currencies in which the Group conducts operations relative to the
Hong Kong dollar could adversely affect the Group's businesses,
financial condition, results of operations or growth
prospects.
CYBERSECURITY
With the fast expanding adoption of
internet, networking, information and operational technology, rapid
development of artificial intelligence (AI) technology, cyber
fraud, cyber attacks and security breaches around the world are
occurring at a higher frequency and intensity. As the Group's
businesses focus on power and infrastructure sectors, they could be
particularly prone to cyber-attacks and security breaches due to
their structural importance. The Group's critical utility, data and
information assets are not immune from attack, damage or
unauthorised access. Cybersecurity risks could have material
adverse effect on the operational and business performance, as well
as the business reputation of the Group. The Group continuously
strives to enhance the cybersecurity protection of its
business.
There can be no assurance that the
Group will be free from cyber fraud, cyber attacks or security
breaches or that it will not experience any major damage to its
assets or activities. Cyber fraud, cyber-attacks or security
breaches suffered by the Group's systems could result in
significant impact on the Group's business reputation, businesses,
financial condition, results of operations or growth prospects. As
threats related to cyber security develop and grow, the Group and
its businesses may also find it necessary to make further
investments to enhance cybersecurity, which may impact the Group's
results of operations and financial condition.
LABOUR
The labour markets in which the Group
operates are undergoing major short- and long-term structural
changes. Unemployment rates are at lows and people are seeking to
improve work life balance. There is a high level of uncertainty in
labour availability and cost. There is no assurance that the
situation will improve anytime soon. Turnover of key personnel may
lead to disruption of businesses.
SUPPLY CHAIN DISRUPTIONS
Geopolitical tensions have disrupted
supply of raw materials, transportation and port operations. In
addition to escalating costs, unpredictable lead time and quality
issues, there are widespread shortages of shipping availability.
Increase in energy and oil prices has added complexity to the
disruption. Global disruptions have spilled over to domestic supply
chains. Specific domestic issues include shortage of labour which
is particularly acute in some areas the Group is operating in.
There is no assurance that the situation will improve anytime
soon.
STRATEGIC PARTNERS
Most of the Group's businesses are
conducted through non wholly-owned subsidiaries, associates,
internal joint ventures, and, to a lesser extent, external joint
ventures in which the Group shares control and strategic alliances
had been formed by the Group with other strategic or business
partners. There can be no assurance that any of the external
strategic or business partners will continue their relationships
with the Group in the future or that the Group will be able to
pursue its stated strategies with respect to its non wholly-owned
subsidiaries, associates and joint ventures and the markets in
which they operate. Furthermore, the joint venture partners may (a)
have economic or business interests or goals that are inconsistent
with those of the Group; (b) take actions contrary to the Group's
policies or objectives; (c) undergo a change of control; (d)
experience financial and other difficulties; or (e) be unable or
unwilling to fulfill their obligations under the joint ventures,
which may affect the Group's businesses, financial condition,
results of operations or growth prospects.
IMPACT OF POSSIBLE ECONOMIC SANCTIONS ON BUSINESS PARTNERS,
SUPPLIERS, CUSTOMERS OR BUSINESSES IN GENERAL
Governments and multinational
organisations (including but not limited to the State Department
and the Department of the Treasury's Office of Foreign Assets
Control of the United States, His Majesty's Treasury, the Office of
Financial Sanctions Implementation or other UK government agency,
the European Union ("EU") or any member state thereof and the
United Nations), from time to time administer certain laws and
regulations that impose restrictions with respect to activities,
transmission of funds or transactions with certain countries,
governments, entities and individuals that are the subject of
economic sanctions. There can be no assurance that such sanctions
or other restrictions will not affect the jurisdictions in which
the Group conducts its business, any of the Group's business
partners, suppliers, customers or otherwise. To the extent that any
such sanction or restriction is imposed in any jurisdictions where
the Group's business operates, the Group may need to cease
operations in those jurisdictions and suffer losses in that regard.
If any of the Group's business partners or suppliers is impacted by
sanctions or restrictions, the provision of goods, services or
support by them may be disrupted or discontinued, which may affect
the Group's ability to continue to operate related businesses. If
any of the Group's business partners is affected by sanctions or
restrictions, the discontinuation or disruption of strategic
alliances with such business partners may also affect the Group's
ability to continue to operate related businesses and/or may result
in suspension of operations. There can be no assurance that the
Group will be able to obtain alternative goods, services, support
or alliance it needs for the operation of its business, in a timely
manner or at competitive terms, and no assurance that any
compensation recoverable from business partners or suppliers for
the discontinued or disrupted supply, service, support or alliance
will be available or adequate. If any of the Group's customers are
affected by sanctions or restrictions, the Group may be forced to
discontinue the provision of services or goods to such customers
and the Group will suffer losses in that regard. If any of the
Group's assets are in the possession of such customers, there can
be no assurance that such assets can be repossessed by the Group
especially if such assets are located in countries or regions
subject to sanctions or restrictions and no assurance that any
compensation recoverable from such customers or insurers for the
Group's failure to repossess such assets will be available. Any of
these factors could have a material adverse effect on the Group's
financial condition and results of operations.
MERGERS AND ACQUISITIONS
The Group has undertaken significant
merger and acquisition activities in the past, and as part of its
strategic growth plans, expects to continue to do so in the future
if there are appropriate acquisition opportunities in the market.
In pursuit of new business opportunities, the Group is experiencing
more intense competition where competing bidders are more
aggressive in the valuation of the assets on the back of abundant
market liquidity and lower return requirements, and a willingness
to take market risk. Although due diligence and detailed analysis
are conducted before merger and acquisition activities are
undertaken, there can be no assurance that these can fully expose
all hidden problems, potential liabilities and unresolved disputes
that the target company may have. In addition, valuations and
analyses on the target company conducted by the Group and by
professionals alike are based on numerous assumptions, and there
can be no assurance that those assumptions are correct or
appropriate or that they will receive universal recognition.
Relevant facts and circumstances used in the analyses could have
changed over time, and new facts and circumstances may come to
light as to render the previous assumptions and the valuations and
analyses based thereon obsolete.
Some of these merger and acquisition
activities are subject to regulatory approvals in overseas
countries and there can be no assurance that such approvals will be
obtained, and even if granted, there may be burdensome conditions
attached to such approvals. There might be longer and more
complicated foreign investment approval processes in particular for
"sensitive" infrastructure assets such as electricity and gas
networks. The increasing geopolitical tensions have accelerated
these trends as governments have responded with additional foreign
investment regulations to protect local enterprises from foreign
acquisitions and also to protect strategic assets from foreign
control. The Group may not necessarily be able to successfully
integrate the target business into the Group and may not be able to
derive any synergy from the acquisition, leading to an increase in
costs, time and resources. For merger and acquisition activities
undertaken overseas, the Group may also be exposed to different and
changing political, social, legal and regulatory requirements at
the local, national and international level. The Group may also
need to face different cultural issues when dealing with local
employees, customers, governmental authorities and pressure
groups.
IMPACT OF LOCAL, NATIONAL AND INTERNATIONAL
REGULATIONS
The local business risks in different
countries and territories in which the Group operates could have a
material impact on the businesses, financial condition, results of
operations or growth prospects. The Group has investments in
different countries and territories around the world and the Group
is, and may increasingly become, exposed to different and changing
political, social, legal, tax, regulatory and environmental
requirements at the local, national or international level. Also,
new guidelines, directives, policies or measures by governments,
whether fiscal, tax, regulatory, environmental or other competitive
changes, may lead to an increase in additional or unplanned
operating expenses and capital expenditures, increase in market
capacity, reduction in government subsidies, may pose a risk to the
overall investment return of the Group's businesses and may delay
or prevent the commercial operation of a business, which may result
in loss of revenue and profits and adversely affect the Group's
businesses, financial condition, results of operations or growth
prospects.
Political, regulatory and media
attention has increased significantly towards privatised companies
in countries in which the Group operates. Regulators in some of
these countries have warned of increasingly onerous regulatory
resets, and some major political parties are promoting policies to
bring energy, water and railways back into public ownership, which
could potentially have serious and material consequences for the
Group if such regulations and policies are enacted. Group companies
are responding to these risks by focusing on their core strategies
of delivering and outperforming regulatory outputs such as safety,
reliability and customer service, at the lowest cost possible; by
conveying the positive benefits to customers of the services they
provide; and by engaging collaboratively with regulators and
politicians to demonstrate the advantages of private
ownership.
COMPLIANCE WITH PERSONAL DATA PROTECTION
LEGISLATION
In the ordinary course of its
operations, various businesses of the Group collect, store and use
data that is protected by personal data protection laws in the
different countries in which they operate. As regulatory focus on
privacy issues continues to increase and worldwide laws and
regulations concerning the handling of personal information expand
and become more complex, potential risks related to personal data
collection and use within the Group's businesses are expected to
intensify.
In the event that any relevant
business of the Group is unable to meet its obligations under
applicable data protection laws, it may be subject to regulatory
actions or civil claims. The cost of regulatory or legal actions,
and any monetary or reputational damage suffered as a result of
such action could have a material adverse effect on the Group's
financial condition and results of operations.
HEALTH AND SAFETY LAWS OR REGULATIONS
Many aspects of the Group's
businesses and their operations are inherently dangerous, such as
the operation and maintenance of electricity generation and
distribution businesses, and gas transmission and distribution
businesses which have the potential to trigger operational hazards.
In addition, certain operational aspects of the Group's businesses
that are not currently regarded or proven to have adverse effects
could be later found to be hazardous, such as the operations
effected by electric and magnetic fields.
The Group's businesses are subject to
laws and regulations governing health and safety matters to protect
both the public, employees and contractors, who could potentially
be harmed by these activities, as well as laws and regulations
relating to pollution, the protection of the environment, and the
use and disposal of hazardous substances and waste materials, which
are all subject to change in the future. Any breach of these
obligations, or even incidents that do not amount to a breach could
adversely affect the Group's results of operations and
reputation.
The Group and its businesses are also
increasingly subject to regulations in relation to climate change.
While the Group commits significant expenditure towards complying
with these laws and regulations, the cost of future environmental
obligations is often inherently difficult to estimate. If
additional and more onerous requirements are imposed or the Group
or its businesses are less able to recover additional costs
imposed, the Group's business, results of operations and financial
condition may be materially and adversely affected.
ENVIRONMENTAL REGULATIONS
The Group is required to comply with
numerous laws and regulations relating to the protection of the
environment and land use in the UK, Australia, New Zealand,
Continental Europe, Canada, Hong Kong, Mainland China and
elsewhere. These laws and regulations may change over
time.
The Group believes that it and its
businesses have obtained all material environmental approvals
currently required to operate their facilities. However, the Group
and its businesses may incur significant additional costs as a
result of current and future environmental regulations and
requirements to obtain approvals. In addition, there can be no
assurance that the requirements to obtain such approvals may not
become more stringent in the future and that such approvals would
be renewed when they expire. Furthermore, there is a risk that some
environmental agencies may seek to retroactively alter certain
permitting conditions, particularly in cases where certain
practices were established and agreed upon in principle but were
not documented.
In addition, the Group's businesses
may be significantly impacted by evolving environmental regulations
and decarbonisation efforts in the countries where they
operate.
Failure to comply with environmental
laws and regulations could result in the imposition of civil or
criminal liabilities, the imposition of liens or fines and
additional expenditures to bring the facilities into compliance,
which would have a material adverse effect on the Group's business,
financial condition, results of operations or growth
prospects.
IMPACT OF NEW ACCOUNTING STANDARDS
The International Accounting
Standards Board has from time to time issued a number of new and
revised International Financial Reporting Standards ("IFRS"). The
International Accounting Standards Board may in the future issue
new and revised standards and interpretations. In addition,
interpretations on the application of the IFRS will continue to
develop. These factors may require the Group to adopt new
accounting policies. The adoption of new accounting policies or new
IFRS might or could have a significant impact on the Group's
financial position or results of operations.
CONNECTED TRANSACTIONS
CK Hutchison Holdings Limited ("CK
Hutchison") is also listed on The Stock Exchange of Hong Kong
Limited. Although the Group believes that its relationship with CK
Hutchison provides it with significant business advantages, the
relationship results in various connected transactions under the
Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited ("Listing Rules") and accordingly any
transactions entered into between the Group and CK Hutchison, its
subsidiaries or associates are connected transactions, which,
unless one of the exemptions is available, will be subject to
compliance with the applicable requirements of the Listing Rules,
including the issuance of announcements, the obtaining of
independent shareholders' approval at general meetings and
disclosure in annual reports and financial statements. Independent
shareholders' approval requirements may also lead to unpredictable
outcomes causing disruptions to as well as an increase in the risks
of the Group's business activities. Independent shareholders may
also take actions that are in conflict with the interests of the
Group.
RISKS ARISING FROM CLIMATE CHANGE
Some of the Group's assets and
businesses, and many of the Group's customers and suppliers are
located in areas that would be affected in the medium to long term
by climate change. Climate change may increase the frequency and
intensity of extreme weather events, and some of which can result
in natural disasters. It could disrupt supply chains, interrupt
business operations and cause financial and physical damages.
Alternation in weather patterns, such as typhoons, droughts, or
rainfall amount may cause shortage of crops for food and other
natural resources. The harsher temperatures in some locations may
also pose an increased risk for staff working in those locations.
Changes in microclimates for certain locations may render certain
businesses obsolete. Some governments are also beginning to
introduce legislation or requirements to restrict emissions and
other environmental protective measures. Some regulators have
issued new disclosure requirements in relation to climate-related
financial risk disclosures and plan to mandate the disclosures.
Regulations, new disclosure requirements, disruption and damage
arising from climate change could have a material impact on the
Group's businesses and adversely affect the Group's financial
condition and results of operations.
There can be no assurance that
climate change and its impact including rising sea levels,
prolonged droughts, heat waves, severe storms or flooding and other
extreme weather patterns will not occur and result in major
disruption or damage to the Group's assets and businesses, which
could materially and adversely affect the Group's business,
financial condition, results of operations and growth
prospects.
TRANSITION RISKS
Pressure on businesses to support the
transition to low-carbon economic systems is rising. In a
low-carbon economy, emissions are minimised through the use of
low-carbon resources, while resource efficiency is maximised by the
reduction of wasteful and high-emissions consumption.
Infrastructure businesses faced unexpected pressure from
regulatory, legal, market, technological, and reputational risks
generated by the transition which could have a material impact on
the Group's businesses and adversely affect the Group's financial
condition and results of operations. For example, additional legal
and/or regulatory measures imposing limitation on GHG emissions or
efficiency improvements, may results in potential litigation,
operation restriction and significant compliance cost.
NATURAL DISASTERS
Some of the Group's assets and
projects, and many of the Group's customers and suppliers are
located in areas at risk of damage from earthquakes, floods,
storms, drought, bushfires, frost and similar disasters and the
occurrence of any of these disasters could disrupt the Group's
business and materially and adversely affect the Group's
businesses, financial condition, results of operations or growth
prospects.
There can be no assurance that
earthquakes, floods, storms, drought, bushfires, extreme weather or
other natural disasters will not occur and result in major damage
to the Group's infrastructure projects, or assets or facilities or
on the general supporting infrastructure facilities in the
vicinity, which could adversely affect the Group's businesses,
financial condition, results of operations or growth
prospects.
REPUTATIONAL RISKS
The Group's portfolio is primarily
comprised of regulated businesses, and maintaining trust in the
Group is critical to its ability to maintain strong relationships
with the relevant regulators as well as investors and employees.
Damage to the Group's reputation can therefore cause significant
harm to its business and prospects. The Group also has strategic
alliances with its affiliated companies, and the Group's reputation
could also be harmed by the failure of an affiliate, a vendor or
other third parties with which it does business, to comply with
laws or regulations.
In addition, any failure or perceived
failure of any of the Group's portfolio businesses to deliver
appropriate standards of service and quality or to handle or use
confidential information appropriately can result in user or
regulators' dissatisfaction, litigation and heightened regulatory
scrutiny, all of which can lead to lost turnover, higher operating
costs and harm to the Group's and its businesses' reputation.
Adverse publicity or negative information posted on social media
regarding the Group or its businesses, whether or not true, may
result in reputational harm, and have a material adverse effect on
the Group's business and prospects. Should any of these or other
events or factors that can undermine the Group's reputation occur,
there is no assurance that the additional costs and expenses that
it may need to incur to address the issues giving rise to the
reputational harm could not adversely affect its business and
results of operations.
PUBLIC HEALTH EMERGENCY
Although COVID-19 no longer
constitutes a public health emergency of international concern, the
repercussions of the pandemic may continue to affect different
economics around the world, including the places of businesses in
which the Group operates. There can be no assurance that there will
not be another significant global outbreak of a severe communicable
disease, and if such an outbreak were to occur, it could have an
adverse impact on the operations of the Group and its results of
operations might suffer. The potential impact on the Group's
businesses, financial condition, results of operations or growth
prospects will depend on a range of factors, including the
duration, severity and scope of the pandemic, the impact of the
pandemic on economic activity globally, the possibility of
resurgence and variants, and the measures adopted by
governments.
POTENTIAL RISKS IN RELATION TO WITHDRAWAL OF THE UK FROM
EUROPEAN UNION'S MEMBERSHIP ("BREXIT")
The UK left the EU on 31st January,
2020. The Trade and Cooperation Agreement between the UK and the
EU, which was signed on 30th December, 2020 and applied
provisionally as from 1st January, 2021, entered into force on 1st
May, 2021. It sets out preferential arrangements in various aspects
such as trade, security, areas on ongoing collaboration/cooperation
and governance. Brexit has continued to create significant
uncertainty about the new economic and social partnership between
the UK and the EU, and has impacted trade intensity, labour
availability, supply chain, exchange rates and gross domestic
product levels in the UK.
SOCIAL INCIDENTS, TERRORIST THREATS AND GEOPOLITICAL
TENSIONS
The Group is a diversified
infrastructure investment company with businesses presently in Hong
Kong, Mainland China, the UK, Continental Europe, Australia, New
Zealand, Canada and the United States. In recent years, a series of
social incidents, terrorist activities and geopolitical tensions
occurred across the globe that resulted in economic losses,
multiple deaths, casualties, persistent supply chain disruptions
and volatility in commodity markets. There can be no assurance that
countries in which the Group operates will not have any social
incidents or they will be immune from terrorist threats or
geopolitical tensions, and if these events occur, it may have an
adverse impact on the Group's businesses, financial condition,
results of operations or growth prospects.
DIVIDENDS
Since its listing on the Hong Kong
Stock Exchange in 1996, the Company has grown its dividends in each
of the past 27 years. However, the Company's track record of
dividend payment may not continue in the future. The Company's
principal assets consist of its ownership stakes in its operating
portfolio businesses. The Company's ability to pay dividends and
fulfil its obligations depends, among other factors, on the ability
of its portfolio businesses to distribute dividends, repay
intercompany loans provided by the Company or extend intercompany
loans to the Company. The Group's portfolio businesses are subject
to regulations that may limit the amount of dividends, loans or
advances they may make to the Company.
In addition, the Company's ability to
pay dividends may be constrained by business considerations, such
as the impact of dividends on the Company's credit ratings or
competitive position. Furthermore, as a Bermuda incorporated
company and under the Bye-laws, the Company may not declare or pay
a dividend, or make a distribution out of contributed surplus, if
there are reasonable grounds for believing that (i) the Company is,
or would after the payment be, unable to pay its liabilities as
they become due or (ii) the realisable value of its assets would
thereby become less than the aggregate of its liabilities and its
issued share capital and share premium account.
DUAL
LISTING OF THE COMPANY'S SHARES
Dual listing of the Company's shares
on the Hong Kong Stock Exchange and the London Stock Exchange may
lead to an inefficient market in the shares as it results in
differences in liquidity, settlement and clearing systems, trading
currencies, prices and transaction costs between the Hong Kong
Stock Exchange and the London Stock Exchange. These and other
factors can hinder the transferability of the Shares between the
two exchanges.
The Company's shares are quoted and
traded in Hong Kong dollars on the Hong Kong Stock Exchange. The
shares will be quoted and traded in Pound Sterling on the London
Stock Exchange. The market price of the shares on those exchanges
may also differ due to exchange rate fluctuations.
Consequently, the trading in, and
liquidity of, the Company's shares will be split between these two
exchanges. The characteristics of the Hong Kong and UK capital
markets are different. The Hong Kong Stock Exchange and the London
Stock Exchange have different trading hours, trading
characteristics (including trading volume and liquidity), trading
and listing rules, market regulations, and investor bases. As a
result of these differences, the price of the Shares may fluctuate
and may at any time be different on the Hong Kong Stock Exchange
and the London Stock Exchange, even allowing for currency
differences. This could adversely affect the trading of the Shares
on these exchanges and increase their price volatility and
adversely affect the price and liquidity of the Shares on these
exchanges.
PAST
PERFORMANCE AND FORWARD LOOKING STATEMENTS
The past performance and the results
of operations of the Group as contained in this Interim Report are
historical in nature and past performance can be no guarantee of
future results of the Group. This Interim Report may contain
forward-looking statements and opinions that involve risks and
uncertainties. Actual results may differ materially from
expectations discussed in such forward-looking statements and
opinions. Neither the Group nor the directors, employees or agents
of the Group assume (a) any obligation to correct or update the
forward-looking statements or opinions contained in this Interim
Report; and (b) any liability in the event that any of the
forward-looking statements or opinions does not materialise or
turns out to be incorrect.
This interim report 2024 (both English and Chinese versions)
("Interim Report") has been published on the Company's website
(https://www.cki.com.hk) and the website of Hong
Kong Exchanges and Clearing Limited (https://www.hkexnews.hk) with notice of
availability distributed to shareholders by email (if shareholders
have provided a valid email address) or by post (if shareholders
have not provided an email address or the email address is
invalid). A copy of the English version has also been submitted to
the National Storage Mechanism and will shortly be available for
inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
If
a shareholder wishes to receive the Company's corporate
communications (including but not limited to the Interim Report)
from the Company in printed form, please follow the instructions
set out in the "Dissemination of Corporate Communications" under
the "Investor Information" section of the Company's website, to
complete the relevant Request Form and return the completed form to
the Company's Branch Share Registrar, Computershare Hong Kong
Investor Services Limited.
Any
such request from a shareholder will cease to be valid after one
year, or such shorter period if the original request is revoked in
writing, or superseded by a subsequent written request, by such
shareholder, prior to the expiry date of the original request. A
shareholder wishing to continue to receive corporate communications
in printed form after expiry of the original request must complete
and return a fresh Request Form.
Shareholders may at any time choose to change their choice as
to the language of the Company's corporate communications
(including but not limited to the Interim Report) by reasonable
prior notice in writing to the Company c/o the Company's Branch
Share Registrar by email to cki.ecom@computershare.com.hk or by post to 17M Floor,
Hopewell Centre, 183 Queen's Road East, Hong
Kong.
Shareholders who have requested receiving the Company's
corporate communications in printed form in either English or
Chinese version will receive both English and Chinese versions of
the Interim Report since both language versions are bound together
into one booklet.
In
order to receive actionable corporate communications by email,
shareholders are also required to follow the relevant instructions
set out in the "Dissemination of Corporate Communications" under
the "Investor Information" section of the Company's website, to
complete the relevant Request Form and return the completed form to
the Company's Branch Share Registrar, Computershare Hong Kong
Investor Services Limited.