Transcription

1 Annual Report 年報 * 僅供識別 2014

2

3

4 30 Eagle Nice (International) Holdings Limited Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY the Cayman Islands 70 B Maples Fund Services (Cayman) Limited P.O. Box 1093, Boundary Hall Cricket Square, Grand Cayman KY the Cayman Islands

5 Annual Report ,484 1, ,556 1, ,012 1, ,446 1,444 1,

6

7

8 34 Eagle Nice (International) Holdings Limited 2.8% 1,483,800,0001,444,000, % 4.2% 13.1% 5.1% 3.6% 1.5%

9 Annual Report

10 36 Eagle Nice (International) Holdings Limited 31.8%22.9% 31.3% 22.9% 14.7% 21.5% 31.8% 17.4% 10% 8.4%10.2% (MSI)

11 Annual Report %

12 Eagle Nice (International) Holdings Limited % 2.8% 1,483,800,000 1,444,000, % 194,700,000249,600, % 4.2% 13.1% 45% 48% 13% 5,900,000 4,800,000 1,300,000 1,200, % 57,400, % 6,200, % 22.8%18.5% 41.3% 25% 21,900,000 73,000, %5.1% 3.6% 1.5% % 75% 276,600, ,400, ,000,000666,000, ,000, ,000, ,600, ,000, ,600, ,600, ,000, ,600,000

13 Annual Report % 7.7% 122 2,091 2,120 1, , ,724 2,401 6,550 38,610 38,610 7,811 46,421 38, ,000,000316,000, ,396,000155,966,000 73,560,000 75,267,000 9,40010, ,300, ,800,000

14 Eagle Nice (International) Holdings Limited

15 Annual Report World Friendship Company Limited

16 42 Eagle Nice (International) Holdings Limited ,483,774 1,443,994 1,445,968 1,164,762 1,061,179 37,232 94, , , ,920 (15,362) (21,568) (32,148) (27,633) (29,396) 21,870 73, , , , , , , , , , , , , ,928 (526,636) (607,638) (632,731) (185,764) (151,255) 172, , , , ,673 (16,999) (16,528) (21,592) (21,907) (17,192) 1,011,917 1,015,482 1,022, , ,747

17 Annual Report ,975,000633,975, ,674, %45.7% 40.7%16.8% 5%

18 44 Eagle Nice (International) Holdings Limited 87(1) 40 41

19 Annual Report XV XV ,650, , ,328, ,450, Time Easy Investment Holdings LimitedTime EasyTime Easy

20 46 Eagle Nice (International) Holdings Limited XV Time Easy 72,650, ,000, Wealthplus Holdings Limited Wealthplus 192,000, ,000, Pou Hing Industrial Co. Ltd. Pou Hing 192,000, Great Pacific Investments Limited Great Pacific 192,000, Delta Lloyd Asset Management NV 39,986, Time Easy ,000,000Great PacificPou HingGreat PacificPou HingWealthplus Win Fortune Investment Ltd. Win Fortune46.89% 3.09%Wealthplus Win FortunePou Hing Wealthplus Win Fortune Great Pacific192,000,

21 Annual Report % Din Tsun Holding Co., Ltd. Din Tsun2 Faith Year Investments Limited Faith Year2 Pro Kingtex Industrial Co., (HK) Ltd. Pro Kingtex Din Tsun Din Tsun Faith Year70% 30%Faith YearPro Kingtex Din TsunDin Tsun Pro KingtexDin TsunDin Tsun Din Tsun Faith Year Pro Kingtex Din TsunPro KingtexDin Tsun Din Tsun Pro Kingtex Ding TsunPro Kingtex

22 48 Eagle Nice (International) Holdings Limited 14

23 Annual Report a. 6/6 1/1 5/6 1/1 5/6 1/1 5/6 1/1 4/6 1/1 5/6 1/1 4/6 0/1 b A A.6.7

24 50 Eagle Nice (International) Holdings Limited 1. c. d. A.2.1 e. f. 10 g. h.

25 Annual Report h. A,C A,C A,C A,C A,B,C A,C A,C A B C i. j k.

26 52 Eagle Nice (International) Holdings Limited 2. a. 1/1 1/1 1/1 b. i) ii) iii)

27 Annual Report b. 4/4 4/4 4/4 c. (i) (ii) (iii) 1/1 1/1 1/1 3. a. 55

28 54 Eagle Nice (International) Holdings Limited 3. b. c. 2, , a. 58 b. c. 5.

29 Annual Report

30 56 Eagle Nice (International) Holdings Limited Consolidated Income Statement (Year ended 31 March 2014) Notes (restated) REVENUE 5 1,483,774 1,443,994 Cost of sales (1,289,041) (1,194,374) Gross profit 194, ,620 Other income 5 4,452 4,607 Selling and distribution expenses (21,526) (16,692) Administrative expenses (135,425) (136,690) Finance costs 6 (5,002) (6,239) PROFIT BEFORE TAX 7 37,232 94,606 Income tax expense 10 (15,362) (21,568) PROFIT FOR THE YEAR ATTRIBUTABLE TO OWNERS OF THE COMPANY 11 21,870 73,038 HK cents HK cents EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY 13 Basic Diluted Details of dividends are disclosed in note 12 to the financial statements. 12

31 Annual Report Consolidated Statement of Comprehensive Income (Year ended 31 March 2014) (restated) PROFIT FOR THE YEAR 21,870 73,038 OTHER COMPREHENSIVE INCOME/(EXPENSE) Other comprehensive income/(expense) not to be reclassified to profit or loss in subsequent periods: Actuarial gain/(loss) on defined benefit plan 1,130 (169) Other comprehensive income/(expense) may be reclassified to profit or loss in subsequent periods: Exchange differences on translation of foreign operations 13,409 (10,300) OTHER COMPREHENSIVE INCOME/(EXPENSE) FOR THE YEAR, NET OF TAX 14,539 (10,469) TOTAL COMPREHENSIVE INCOME FOR THE YEAR AND ATTRIBUTABLE TO OWNERS OF THE COMPANY 36,409 62,569

32 58 Eagle Nice (International) Holdings Limited Consolidated Statement of Financial Position Notes 31 March March April 2012 (restated) (restated) NON-CURRENT ASSETS Property, plant and equipment , , ,898 Prepaid land lease payments 15 74,678 76,129 78,470 Deposits 10,679 Goodwill 17 26,112 26,112 26,112 Total non-current assets 856, , ,159 CURRENT ASSETS Inventories , , ,961 Accounts and bills receivables , , ,955 Prepayments, deposits and other receivables 16 27,862 22,317 34,131 Cash and cash equivalents , , ,986 Total current assets 698, , ,033 CURRENT LIABILITIES Accounts and bills payables 22 96, , ,364 Accrued liabilities and other payables 24 81,366 96,469 80,845 Interest-bearing bank borrowings , , ,896 Tax payable 9,538 14,703 29,626 Total current liabilities 526, , ,731 NET CURRENT ASSETS 172, , ,302 TOTAL ASSETS LESS CURRENT LIABILITIES 1,028,916 1,032,010 1,044,461 NON-CURRENT LIABILITIES Pension scheme obligation 26 2,425 2, Deferred tax liabilities 27 14,574 13,950 21,061 Total non-current liabilities 16,999 16,528 21,592 Net assets 1,011,917 1,015,482 1,022,869 EQUITY Equity attributable to owners of the Company Issued capital 28 4,997 4,997 4,997 Reserves 30 1,006,920 1,010,485 1,017,872 Total equity 1,011,917 1,015,482 1,022,869 CHUNG YUK SING Director CHEN HSIAO YING Director

33 Annual Report Consolidated Statement of Changes in Equity (Year ended 31 March 2014) Notes Issued capital Share premium account Capital reserve Statutory surplus reserve Exchange fluctuation reserve Asset revaluation reserve Retained profits Total (Note 30) (Note 30) At 1 April 2012 As previously reported 4, ,586 (229) 17, ,148 46, ,304 1,068,862 Prior year adjustment 2.2 (3,860) (46,521) 4,388 (45,993) As restated 4, ,586* (229)* 17,535* 108,288* * 419,692* 1,022,869 Profit for the year (restated) 73,038 73,038 Other comprehensive income for the year: Actuarial loss on defined benefit plan (restated) (169) (169) Exchange differences on translation of foreign operations (restated) (10,300) (10,300) Total comprehensive income for the year (restated) (10,300) 72,869 62,569 Transfer to reserve 16,213 (16,213) Final 2012 dividend declared 12 (34,978) (34,978) Interim 2013 dividend 12 (34,978) (34,978) At 31 March , ,586* (229)* 33,748* 97,988* * 406,392* 1,015,482 At 1 April 2013 As previously reported 4, ,586 (229) 33, , , ,099 1,142,479 Prior year adjustment 2.2 (4,154) (127,136) 4,293 (126,997) As restated 4, ,586 (229) 33,748 97, ,392 1,015,482 Profit for the year 21,870 21,870 Other comprehensive income for the year: Actuarial gain on defined benefit plan 1,130 1,130 Exchange differences on translation of foreign operations 13,409 13,409 Total comprehensive income for the year 13,409 23,000 36,409 Transfer to reserve 3,980 (3,980) Final 2013 dividend declared 12 (19,987) (19,987) Interim 2014 dividend 12 (19,987) (19,987) At 31 March , ,586* (229)* 37,728* 111,397* * 385,438* 1,011,917 * These reserve accounts comprise the consolidated reserves of HK$1,006,920,000 (31 March 2013: HK$1,010,485,000 (restated) and 1 April 2012: HK$1,017,872,000 (restated)) in the consolidated statement of financial position. * 1,006,920,000 1,010,485,000 1,017,872,000

34 60 Eagle Nice (International) Holdings Limited Consolidated Statement of Cash Flows (Year ended 31 March 2014) Notes (restated) CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax 37,232 94,606 Adjustments for: Finance costs 6 5,002 6,239 Bank interest income 5 (1,417) (2,897) Write-off of items of property, plant and equipment 7 2,458 Depreciation 7 61,856 59,910 Amortisation of prepaid land lease payments 7 2,368 2, , ,185 Decrease/(increase) in inventories (30,545) 15,231 Decrease/(increase) in accounts and bills receivables Decrease/(increase) in prepayments, deposits and other receivables Increase/(decrease) in accounts and bills payables Increase/(decrease) in accrued liabilities and other payables 49,741 (42,049) (5,519) 11,828 (12,708) 5,456 (15,103) 15,624 Increase in pension scheme liabilities 1,363 1,849 Cash generated from operations 94, ,124 Interest paid (5,002) (6,239) Dividends paid (39,974) (69,956) Hong Kong profits tax paid (12,303) (27,753) Overseas tax paid (7,711) (15,849) Net cash flows from operating activities 29,738 48,327 CASH FLOWS USED IN INVESTING ACTIVITIES Proceeds from disposal of items of property, plant and equipment, net Purchases of items of property, plant and equipment Decrease in non-pledged deposits with original maturity of over three months when acquired 454 (20,509) (79,637) 30,162 Interest received 1,417 2,897 Net cash flows used in investing activities (18,638) (46,578)

35 Annual Report Consolidated Statement of Cash Flows (Continued) (Year ended 31 March 2014) Notes (restated) CASH FLOWS USED IN FINANCING ACTIVITY Repayment of bank loans (48,026) (31,250) Net cash flows used in financing activity (48,026) (31,250) NET DECREASE IN CASH AND CASH EQUIVALENTS (36,926) (29,501) Cash and cash equivalents at beginning of year 309, ,824 Effect of foreign exchange rate changes, net 4,139 (2,971) CASH AND CASH EQUIVALENTS AT END OF YEAR 276, ,352 ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS Cash and bank balances , ,282 Non-pledged time deposits with original maturity of less than three months when acquired 21 1,249 10,070 Cash and cash equivalents 276, ,352

36 62 Eagle Nice (International) Holdings Limited Statement of Financial Position Notes NON-CURRENT ASSETS Investments in subsidiaries 18 43,368 43,368 CURRENT ASSETS Due from subsidiaries 18 1,048,216 1,048,576 Loan to a subsidiary , ,000 Prepayments Cash and cash equivalents ,618 Total current assets 1,267,344 1,293,331 CURRENT LIABILITIES Due to subsidiaries , ,023 Accrued liabilities 24 7 Interest-bearing bank borrowings , ,000 Tax payable 1, Total current liabilities 671, ,926 NET CURRENT ASSETS 595, ,405 Net assets 638, ,773 EQUITY Issued capital 28 4,997 4,997 Reserves , ,776 Total equity 638, ,773 CHUNG YUK SING Director CHEN HSIAO YING Director

37 Annual Report Notes to Financial Statements 1. CORPORATE INFORMATION The Company is a limited liability company incorporated in the Cayman Islands. The registered office address of the Company is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, the Cayman Islands. The principal place of business of the Company is located at Units and , 9/F, Tower B, Regent Centre, 70 Ta Chuen Ping Street, Kwai Chung, New Territories, Hong Kong. The Group s principal activities are the manufacture and trading of sportswear and garments. 1. Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, the Cayman Islands 70B BASIS OF PREPARATION These financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards ( HKFRSs ) (which include all Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards ( HKASs ) and Interpretations) issued by the Hong Kong Institute of Certified Public Accountants ( HKICPA ), accounting principles generally accepted in Hong Kong and the disclosure requirements of the Hong Kong Companies Ordinance. They have been prepared under the historical cost convention. These financial statements are presented in Hong Kong dollars ( HK$ ) and all values are rounded to the nearest thousand except when otherwise indicated. Basis of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries (collectively referred to as the Group ) for the year ended 31 March The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the noncontrolling interests, even if this results in the non-controlling interests having a deficit balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control described in the accounting policy for subsidiaries below. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. 2.1

38 64 Eagle Nice (International) Holdings Limited 2.1 BASIS OF PREPARATION (Continued) Basis of consolidation (Continued) If the Group loses control over a subsidiary, it derecognises (i) the assets (including goodwill) and liabilities of the subsidiary, (ii) the carrying amount of any non-controlling interest and (iii) the cumulative translation differences recorded in equity; and recognises (i) the fair value of the consideration received, (ii) the fair value of any investment retained and (iii) any resulting surplus or deficit in profit or loss. The Group s share of components previously recognised in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis as would be required if the Group had directly disposed of the related assets or liabilities. 2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (i) The Group has adopted the following new and revised HKFRSs for the first time for the current year s financial statements. 2.1 (i) (ii) (iii)(i) (ii) (iii) 2.2 (i) HKFRS 1 Amendments HKFRS 7 Amendments HKFRS 10 HKFRS 11 HKFRS 12 HKFRS 10, HKFRS 11 and HKFRS 12 Amendments HKFRS 13 HKAS 1 Amendments HKAS 19 (2011) HKAS 27 (2011) HKAS 28 (2011) HKAS 36 Amendments HK(IFRIC)-Int 20 Annual Improvements Cycle Amendments to HKFRS 1 First-time Adoption of Hong Kong Financial Reporting Standards Government Loans Amendments to HKFRS 7 Financial Instruments: Disclosures Offsetting Financial Assets and Financial Liabilities Consolidated Financial Statements Joint Arrangements Disclosure of Interests in Other Entities Amendments to HKFRS 10, HKFRS 11 and HKFRS 12 Transition Guidance Fair Value Measurement Amendments to HKAS 1 Presentation of Financial Statements Presentation of Items of Other Comprehensive Income Employee Benefits Separate Financial Statements Investments in Associates and Joint Ventures Amendments to HKAS 36 Impairment of Assets Recoverable Amount Disclosures for Non-Financial Assets (early adopted) Stripping Costs in the Production Phase of a Surface Mine Amendments to a number of HKFRSs issued in June (2011) 27 (2011) 28 (2011)

39 Annual Report CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (Continued) (i) (Continued) Other than as further explained below regarding the impact of HKFRS 10, amendment to HKAS 1 and HKAS 19 (2011), the adoption of the new and revised HKFRSs has had no significant financial effect on these financial statements. The principal effects of adopting these new and revised HKFRSs are as follows: 2.2 (i) (2011) (a) HKFRS 10 replaces the portion of HKAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements and addresses the issues in HK(SIC) Int 12 Consolidation Special Purpose Entities. It establishes a single control model used for determining which entities are consolidated. To meet the definition of control in HKFRS 10, an investor must have (a) power over an investee, (b) exposure, or rights, to variable returns from its involvement with the investee, and (c) the ability to use its power over the investee to affect the amount of the investor s returns. The changes introduced by HKFRS 10 require management of the Group to exercise significant judgement to determine which entities are controlled. (a) (a) (b) (c) 10 As a result of the application of HKFRS 10, the Group has changed the accounting policy with respect to determining which investees are controlled by the Group. The application of HKFRS 10 does not change any of the consolidation conclusions of the Group in respect of its involvement with investees as at 1 April

40 66 Eagle Nice (International) Holdings Limited 2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (Continued) (i) (Continued) (b) The HKAS 1 Amendments change the grouping of items presented in other comprehensive income ( OCI ). Items that could be reclassified (or recycled) to profit or loss at a future point in time (for example, exchange differences on translation of foreign operations, net movement on cash flow hedges and net loss or gain on available-for-sale financial assets) are presented separately from items which will never be reclassified (for example, the revaluation of land and buildings). The amendments have affected the presentation only and have had no impact on the financial position or performance of the Group. In addition, the Group has chosen not to use the new title statement of profit or loss and other comprehensive income as introduced by the amendments in these financial statements. (c) HKAS 19 (2011) changes the accounting for defined benefit plans. The revised standard removes the choice to defer the recognition of actuarial gains and losses. All actuarial gains and losses are required to be recognised immediately in other comprehensive income ( OCI ). The interest cost and expected return on plan assets used in the previous version of HKAS 19 are replaced with a net interest amount under HKAS 19 (2011), which is calculated by applying the discount rate to the net defined benefit liability or asset at the start of each annual reporting period. Prior to the adoption of HKAS 19 (2011), the Group elected to recognise actuarial gains or losses as income or expense over the expected average remaining service periods of the employees participating in the defined benefit plan when the net cumulative unrecognised actuarial gains or losses for the plan at the end of the previous period exceeded 10% of the higher of the present value of the defined benefit obligation and the fair value of plan assets at that date. Upon the adoption of HKAS 19 (2011), all actuarial gains and losses are recognised in OCI immediately. As a result, all deferred actuarial gains and losses as at 1 April 2012 and 31 March 2013 were recognised in OCI and the actuarial losses recognised in the income statement for the year ended 31 March 2013 were adjusted to OCI. In addition, the interest cost and expected return on plan assets recorded in 2013 have been replaced by a net interest amount. 2.2 (i) (b) (c) 1 19 (2011) 19 (2011) (2011) 10% 19 (2011)

41 Annual Report CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (Continued) (i) (Continued) (c) (Continued) Furthermore, upon the adoption of HKAS 19 (2011), all past service costs are recognised at the earlier of when an amendment/curtailment occurs and when the related restructuring or termination costs are recognised. As a result, unvested past service costs can no longer be deferred and recognised over the future vesting period. Since the Group did not have unrecognised service costs as at 1 April 2012 and 31 March 2013, the adoption of HKAS 19 (2011) has had no financial impact on the past services costs. HKAS 19 (2011) also requires more extensive disclosures which are included in note 26 to the financial statements. Other than the changes to the accounting for defined benefit plan, HKAS 19 (2011) also changes the timing of recognition for termination benefits and the classification of short term employee benefits. The revised standard requires termination benefits outside of a wider restructuring to be recognised only when the offer becomes legally binding and cannot be withdrawn. Under the revised standard, the distinction between short term and other long term employee benefits is now based on the expected timing of settlement rather than employee entitlement. As the Group does not have any other significant employee benefits that are expected to be settled for more than twelve months after the reporting period or had no events giving rise to termination benefits, the changes to the accounting for these benefits have had no effect on the financial position or performance of the Group. 2.2 (i) (c) 19 (2011) 19 (2011) 19 (2011) (2011)

42 68 Eagle Nice (International) Holdings Limited 2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (Continued) (i) (Continued) (c) (Continued) The effects of the changes to the accounting for the Group s defined benefit plan are summarised below: Consolidated income statement 2.2 (i) (c) Year ended 31 March 2014 Year ended 31 March 2013 Increase in costs of sales (1,161) (1,508) Increase in administrative expenses (202) (341) Decrease in profit for the year attributable to owners of the Company Decrease in earnings per share attributable to owners of the Company (1,363) (1,849) Basic (HK0.3 cent) (0.3) Diluted (HK0.3 cent) (0.3) (HK0.4 cent) (0.4) (HK0.4 cent) (0.4)

43 Annual Report CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (Continued) (i) (Continued) (c) (Continued) Consolidated statement of comprehensive income 2.2 (i) (c) Year ended 31 March 2014 Year ended 31 March 2013 Decrease in profit for the year (1,363) (1,849) Increase in actuarial gain/(loss) on defined benefit plan Decrease/(increase) in exchange differences on translation of foreign operations Increase/(decrease) in other comprehensive income for the year attributable to owners of the Company Increase/(decrease) in total comprehensive income for the year attributable to owners of the Company 1,130 (169) 386 (29) 1,516 (198) 153 (2,047) Consolidated statement of financial position 31 March March April 2012 Increase in pension scheme liabilities (2,425) (2,578) (531) Decrease/(increase) in exchange fluctuation reserve (357) 29 Decrease in retained profits 2,782 2,

44 70 Eagle Nice (International) Holdings Limited 2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (Continued) (ii) Change in accounting policy for leasehold land and buildings In accordance with HKAS 16 Property, Plant and Equipment, leasehold land and buildings can either be accounted for using the cost model or the revaluation model after their initial recognition. The Group accounted for its leasehold land and buildings using the revaluation model in previous years. Given the fact that most of the leasehold land and buildings held by listed companies in Hong Kong in the manufacturing and retail industries are accounted for using the cost model, during the year, the Group aligned its accounting policy with the industry practice and stated its leasehold land and buildings at cost less accumulated depreciation and any impairment losses. In addition, the Group s leasehold land and buildings are not expected to be sold in the normal course of business, instead, the future economic benefits embodied in the properties will be recovered principally through use in the Group s operation. In the opinion of the directors, this change in the accounting policy enables the Group to provide more relevant information in the financial statements about its performance. 2.2 (ii) 16 Consolidated income statement Year ended 31 March 2014 Year ended 31 March 2013 Decrease in cost of sales 3,522 1,277 Decrease in administrative expenses 2, Increase in profit for the year attributable to owners of the Company 5,865 1,923 Increase in earnings per share attributable to owners of the Company Basic HK1.2 cents 1.2 HK0.4 cent 0.4 Diluted HK1.2 cents 1.2 HK0.4 cent 0.4

45 Annual Report CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (Continued) (ii) Change in accounting policy for leasehold land and buildings (Continued) Consolidated statement of comprehensive income 2.2 (ii) Year ended 31 March 2014 Year ended 31 March 2013 Increase in profit for the year 5,865 1,923 Decrease in revaluation surplus on leasehold land and buildings (98,807) (105,278) Decrease in deferred tax liabilities 24,492 24,663 Increase in exchange differences on translation of foreign operations (1,613) (265) Decrease in other comprehensive income for the year attributable to owners of the Company Decrease in total comprehensive income for the year attributable to owners of the Company (75,928) (80,880) (70,063) (78,957) Consolidated statement of financial position 31 March March April 2012 Decrease in property, plant and equipment (257,695) (163,140) (59,520) Decrease in deferred tax liabilities 63,213 38,721 14,058 Decrease in asset revaluation reserve 201, ,136 46,521 Decrease in exchange fluctuation reserve 5,738 4,125 3,860 Increase in retained profits (12,707) (6,842) (4,919)

46 72 Eagle Nice (International) Holdings Limited 2.3 ISSUED BUT NOT YET EFFECTIVE HONG KONG FINANCIAL REPORTING STANDARDS Other than the early adoption of HKAS 36 Amendments as disclosed in note 2.2, the Group has not applied the following new and revised HKFRSs, that have been issued but are not yet effective, in these financial statements HKFRS 9 Financial Instruments 4 HKFRS 9, HKFRS 7 and HKAS 39 Amendments HKFRS 10, HKFRS 12 and HKAS 27 (2011) Amendments Hedge Accounting and amendments to HKFRS 9, HKFRS 7 and HKAS 39 4 Amendments to HKFRS 10, HKFRS 12 and HKAS 27 (2011) Investment Entities 1 HKFRS 11 Amendments Amendments to HKFRS 11 Accounting for Acquisitions of Interests in Joint Operations 3 HKFRS 14 Regulatory Deferral Accounts 3 HKAS 16 and HKAS 38 Amendments HKAS 19 Amendments HKAS 32 Amendments HKAS 39 Amendments HK(IFRIC)-Int 21 Levies 1 Annual Improvements Cycle Annual Improvements Cycle Amendments to HKAS16 and HKAS38 Clarification of Acceptance Methods of Depreciation and Amortisation 3 Amendments to HKAS 19 Employee Benefits Defined Benefit Plans: Employee Contributions 2 Amendments to HKAS 32 Financial Instruments: Presentation Offsetting Financial Assets and Financial Liabilities 1 Amendments to HKAS 39 Financial Instruments: Recognition and Measurement Novation of Derivatives and Continuation of Hedge Accounting 1 Amendments to a number of HKFRSs issued in January Amendments to a number of HKFRSs issued in January (2011) () ()

47 Annual Report ISSUED BUT NOT YET EFFECTIVE HONG KONG FINANCIAL REPORTING STANDARDS (Continued) 1 Effective for annual periods beginning on or after 1 January Effective for annual periods beginning on or after 1 July Effective for annual periods beginning on or after 1 January No mandatory effective date yet determined but is available for adoption The Group is in the process of making an assessment of the impact of these new and revised HKFRSs upon initial application and is not yet in a position to state whether they would have a significant impact on the Group s results of operations and financial position. 2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Subsidiaries A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities of the investee). When the Company has, directly or indirectly, less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: 2.4 (a) the contractual arrangement with the other vote holders of the investee; (a) (b) rights arising from other contractual arrangements; and (b) (c) the Group s voting rights and potential voting rights. (c) The results of subsidiaries are included in the Company s income statement to the extent of dividends received and receivable. The Company s investments in subsidiaries that are not classified as held for sale in accordance with HKFRS 5 are stated at cost less any impairment losses. 5

48 74 Eagle Nice (International) Holdings Limited 2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Business combinations and goodwill Business combinations are accounted for using the acquisition method. The consideration transferred is measured at the acquisition date fair value which is the sum of the acquisition date fair values of assets transferred by the Group, liabilities assumed by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of net assets in the event of liquidation at fair value or at the proportionate share of the acquiree s identifiable net assets. All other components of noncontrolling interests are measured at fair value. Acquisition-related costs are expensed as incurred. 2.4 When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, the previously held equity interest is remeasured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss. Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of HKAS 39 is measured at fair value with changes in fair value either recognised in profit or loss or as a change to other comprehensive income. If the contingent consideration is not within the scope of HKAS 39, it is measured in accordance with the appropriate HKFRS. Contingent consideration that is classified as equity is not remeasured and subsequent settlement is accounted for within equity Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the amount recognised for non-controlling interests and any fair value of the Group s previously held equity interests in the acquiree over the identifiable net assets acquired and liabilities assumed. If the sum of this consideration and other items is lower than the fair value of the net assets acquired, the difference is, after reassessment, recognised in profit or loss as a gain on bargain purchase.

49 Annual Report SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Business combinations and goodwill (Continued) After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. The Group performs its annual impairment test of goodwill as at 31 March. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group s cashgenerating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units. Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cashgenerating unit (group of cash-generating units) is less than the carrying amount, an impairment loss is recognised. An impairment loss recognised for goodwill is not reversed in a subsequent period. Where goodwill has been allocated to a cash-generating unit (or group of cash-generating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on the disposal. Goodwill disposed of in these circumstances is measured based on the relative value of the disposed operation and the portion of the cash-generating unit retained. Impairment of non-financial assets Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than inventories, financial assets and goodwill), the asset s recoverable amount is estimated. An asset s recoverable amount is the higher of the asset s or cash-generating unit s value in use and its fair value less costs of disposal, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which the asset belongs. An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to the income statement in the period in which it arises, unless the asset is carried at a revalued amount, in which case the impairment loss is accounted for in accordance with the relevant accounting policy for that revalued asset. 2.4

50 76 Eagle Nice (International) Holdings Limited 2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Impairment of non-financial assets (Continued) An assessment is made at the end of each reporting period as to whether there is an indication that previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the carrying amount that would have been determined (net of any depreciation/amortisation) had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited to the income statement in the period in which it arises, unless the asset is carried at a revalued amount, in which case the reversal of the impairment loss is accounted for in accordance with the relevant accounting policy for that revalued asset. Related parties A party is considered to be related to the Group if: 2.4 (a) the party is a person or a close member of that person s family and that person (a) (i) has control or joint control over the Group; (i) (ii) has significant influence over the Group; or (ii) (iii) is a member of the key management personnel of the Group or of a parent of the Group; (iii) or (b) the party is an entity where any of the following conditions applies: (b) (i) the entity and the Group are members of the same group; (i) (ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity); (ii) (iii) the entity and the Group are joint ventures of the same third party; (iii) (iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity; (iv)

51 Annual Report SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Related parties (Continued) (b) (Continued) (v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group; 2.4 (b) (v) (vi) the entity is controlled or jointly controlled by a person identified in (a); and (vi) (a) (vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). (vii) (a)(i) Property, plant and equipment and depreciation Property, plant and equipment, other than construction in progress, are stated at cost less accumulated depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to the income statement in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly. Depreciation is calculated on the straight-line basis to write off the cost or valuation of each item of property, plant and equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are as follows: Leasehold land under finance leases Over the lease terms Buildings 2% to 15% Leasehold improvements Over the shorter of the lease terms or 20% Plant and machinery 10% to 20% Furniture, fixtures, equipment and 20% motor vehicles 2% 15% 20% 10% 20% 20%

52 78 Eagle Nice (International) Holdings Limited 2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Property, plant and equipment and depreciation (Continued) Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives and the depreciation method are reviewed, and adjusted if appropriate, at least at each financial year end. 2.4 An item of property, plant and equipment including any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement recognised in the income statement in the year the asset is derecognised is the difference between the net sale proceeds and the carrying amount of the relevant asset. Construction in progress represents a building under construction, which is stated at cost less any impairment losses, and is not depreciated. Cost comprises the direct costs of construction and capitalised borrowing costs on related borrowed funds during the period of construction. Construction in progress is reclassified to the appropriate category of property, plant and equipment when completed and ready for use. Leases Leases that transfer substantially all the rewards and risks of ownership of assets to the Group, other than legal title, are accounted for as finance leases. At the inception of a finance lease, the cost of the leased asset is capitalised at the present value of the minimum lease payments and recorded together with the obligation, excluding the interest element, to reflect the purchase and financing. Assets held under capitalised finance leases, including prepaid land lease payments under finance leases, are included in property, plant and equipment, and depreciated over the shorter of the lease terms and the estimated useful lives of the assets. The finance costs of such leases are charged to the income statement so as to provide a constant periodic rate of charge over the lease terms. ( ) Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Where the Group is the lessor, assets leased by the Group under operating leases are included in non-current assets, and rentals receivable under the operating leases are credited to the income statement on the straight-line basis over the lease terms. Where the Group is the lessee, rentals payable under operating leases net of any incentives received from the lessor are charged to the income statement on the straight-line basis over the lease terms. Prepaid land lease payments under operating leases are initially stated at cost and subsequently recognised on the straight-line basis over the lease terms.

53 Annual Report SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Investments and other financial assets Initial recognition and measurement Financial assets are classified, at initial recognition, as financial assets at fair value through profit or loss, loans and receivables and availablefor-sale financial investments, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. When financial assets are recognised initially, they are measured at fair value plus transaction costs that are attributable to the acquisition of the financial assets, except in the case of financial assets recorded at fair value through profit or loss. 2.4 All regular way purchases and sales of financial assets are recognised on the trade date, that is, the date that the Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace. The Group s financial assets include cash and cash equivalents, accounts and bills receivables and other receivables which are classified and accounted for as loans and receivables. Subsequent measurement loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such assets are subsequently measured at amortised cost using the effective interest rate method less any allowance for impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and includes fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included in other income in the income statement. The loss arising from impairment is recognised in the income statement in finance costs for loans. Derecognition of financial assets A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group s consolidated statement of financial position) when: the rights to receive cash flows from the asset have expired; or the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a pass-through arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. (a) (b)

54 80 Eagle Nice (International) Holdings Limited 2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Derecognition of financial assets (Continued) When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risk and rewards of ownership of the asset. When it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the Group s continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. Impairment of financial assets The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that occurred after the initial recognition of the asset have an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that a debtor or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. Financial assets carried at amortised cost For financial assets carried at amortised cost, the Group first assesses whether impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment. The amount of any impairment loss identified is measured as the difference between the asset s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset s original effective interest rate (i.e., the effective interest rate computed at initial recognition). 2.4

55 Annual Report SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Impairment of financial assets (Continued) Financial assets carried at amortised cost (Continued) The carrying amount of the asset is reduced through the use of an allowance account and the loss is recognised in the income statement. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Loans and receivables together with any associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realised or has been transferred to the Group. 2.4 If, in a subsequent period, the amount of the estimated loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a write-off is later recovered, the recovery is credited to the income statement. Financial liabilities Initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs. The Group s financial liabilities include accounts and bills payables, other payables, interest-bearing bank borrowings which are classified and accounted for as loans and borrowings. Subsequent measurement loans and borrowings After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the effective interest rate amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance costs in the income statement.