-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KuhflNtjuWBG/kB+L8w7t47BOUm0GMmrzDbZ1cnEJyTQhvXnU+sN0qISuWZTnIU5 n+WUci/KnTQ3nJEmCjJQPA== 0001193125-06-195275.txt : 20060922 0001193125-06-195275.hdr.sgml : 20060922 20060922072046 ACCESSION NUMBER: 0001193125-06-195275 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060829 FILED AS OF DATE: 20060922 DATE AS OF CHANGE: 20060922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLP HOLDINGS LTD CENTRAL INDEX KEY: 0001052515 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-08176 FILM NUMBER: 061103223 BUSINESS ADDRESS: STREET 1: 147 ARGYLE STREET CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 85226788111 6-K 1 d6k.htm FORM 6-K Form 6-K

FORM 6-K

 


 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

For the month of August 2006

 


 

CLP Holdings Limited

(Registrant’s name in English)

 


 

147 Argyle Street

Kowloon, Hong Kong

(Address of Registrant’s principal executive office)

 


 

Indicate by check mark whether the Registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F       X                 Form 40-F              

 

Indicate by check mark whether the Registrant by furnishing this information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes                           No       X    

 

If “Yes” is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82-            

 



Registrant hereby incorporates by reference in the report on Form 6-K the following Exhibit:

 

Announcement of Interim Results as from 1 January 2006 to 30 June 2006 issued on 15 August 2006 and published in Hong Kong newspapers on 16 August 2006

 

Remarks:

 

The financial information relating to the financial period as from 1 January 2006 to 30 June 2006 set out in the Announcement is unaudited and does not constitute the Group’s statutory financial statements for the financial period as from 1 January 2006 to 30 June 2006. Further information regarding the operations and results as from 1 January 2006 to 30 June 2006 of CLP Holdings Limited will be included in the Interim Report 2006 on Form 6-K to be filed with the U.S. Securities and Exchange Commission.

 

Certain statements contained in this Announcement may be viewed as “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of CLP Holdings Limited to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. Further information regarding these risks, uncertainties and other factors is included in the Annual Report on Form 20-F for the year ended 31 December 2005 filed with the U.S. Securities and Exchange Commission (the “SEC”) and in the Company’s other filings with the SEC.


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

For and on behalf of
CLP HOLDINGS LIMITED
By:  

/ s / April Chan

 


 

Name:

 

 

April Chan

Title:   Company Secretary

 

Date:  29 August 2006


CLP Holdings Limited

 

LOGO

 

(incorporated in Hong Kong with limited liability)

Announcement of Interim Results

as from 1 January 2006 to 30 June 2006

 

Highlights

 

    Electricity sales in Hong Kong grew 0.8% to 13,300GWh; total sales (which include sales to the Chinese mainland) rose 0.5% to 15,414GWh.

 

    Consolidated revenue rose 30.9% to HK$21,412 million; revenue from our business in Hong Kong recorded a 2.6% growth to HK$14,061 million.

 

    Earnings from our electricity business in Hong Kong increased by 1.8% to HK$3,573 million; earnings from other activities (including a one-off gain of HK$291 million) grew by 50.2% to HK$1,568 million.

 

    Total earnings up 7.9% to HK$4,975 million; operating earnings (which exclude Hok Un redevelopment profit) up 11.2% to HK$4,936 million.

 

    Second interim dividend of HK$0.50 per share.

 

 

CHAIRMAN’S STATEMENT

 

I am pleased to present our Interim Results for the six months to 30 June 2006.

 

Financial Results for the Six-month Period

 

CLP Group’s total operating earnings for the first half of 2006 increased by 11.2% to HK$4,936 million, as compared to the corresponding period in 2005. Included in the total operating earnings is a one-off item relating to a premium gain of HK$291 million on the formation of OneEnergy.

 

The growth in these earnings mainly arose from our investments in the electricity sector in the Asia-Pacific region. It is encouraging to note that CLP’s policy of diversifying its business beyond our home base in Hong Kong, which we have been pursuing for several years, is now contributing to the delivery of significant and ongoing value to our shareholders.

 

The total earnings, which include Hok Un redevelopment profit, amounted to HK$4,975 million, representing a growth of 7.9%.

 

Further details of the financial and operational performance of the Group in the first six months of 2006 are set out in the Management’s Discussion and Analysis, which follows.

 

In this Chairman’s Statement, I wish to look forward and explain the outlook for the CLP Group, including the key tasks and issues to which the Board and Management will be giving particular attention during the second half of the year.


Hong Kong – Regulatory Regime

 

Shareholders will recall that the Hong Kong Government initiated a two-stage public consultation process on the future of Hong Kong’s electricity industry, as an important step in the development of the regulatory regime for the electricity sector upon the expiry of the current Scheme of Control agreement in 2008.

 

The Stage II Consultation ended on 31 March 2006. CLP and Government have commenced discussions on the post-2008 regulatory arrangements. CLP would like to see these discussions move forward as soon as possible. The electricity industry provides a vital service to Hong Kong. It is an industry which demands ongoing, large-scale investment and long-term planning. 2008 is fast approaching. In order to ensure the continuing security, quality and efficiency of Hong Kong’s electricity supply through to the end of this decade and beyond, it is critical that the future regulation of the power industry be clarified in a timely manner to remove unnecessary uncertainties.

 

Whilst I cannot predict the outcome of the discussions between CLP and Government, I can say with certainty that CLP will adopt a constructive, positive and realistic approach in these negotiations.

 

At its heart, our position is quite straightforward – the existing Scheme of Control has served Hong Kong extremely well. Together with strong environmental performance, it has enabled our community to enjoy a first-class and reliable electricity service at reasonable tariffs, whilst offering fair returns to the investors who have funded the necessary investments in the Special Administrative Region’s electricity infrastructure. The merits of the Scheme of Control are visible, measurable and enduring. We will work hard with Government to amend the existing arrangements, where this is necessary to reflect changes and challenges arising from the economic and social development of Hong Kong. However, it is important that the post-2008 arrangements retain the present balance between the interests of CLP’s shareholders, our customers and the community as a whole, and that these arrangements promote continued excellence in the electricity supply, on which Hong Kong’s well-being depends.

 

Hong Kong – Liquefied Natural Gas (LNG)

 

A good example of the long-term decision-making which the electricity business requires is the steps we are taking to bring LNG to Hong Kong in order to succeed the depleting gas resource in the South China Sea that is currently supplying the Black Point Power Station.

 

The completion of an LNG receiving terminal in Hong Kong and the availability of LNG supply by 2011 are crucial to our customers from the perspective of both environmental performance and reliability of electricity supply.

 

The Environmental Impact Assessment (EIA) studies for two potential sites for the LNG receiving terminal are scheduled for completion in August this year. By early 2007 we must have the site acquired and relevant government approvals in place, so that commercial contracts can be awarded to tie in with the significant amount of work required by the suppliers on upstream gas development, shipbuilding and site construction.

 

Our timetable for this project is challenging but achievable. It is right that a project of this size and nature should be subject to Government oversight and approval. We have kept Government informed of our plans from a very early stage, starting almost three years ago, including the importance of the arrival of LNG in Hong Kong by the end of this decade. As the EIA studies are being completed, we will be consulting the public and we will continue to work hard with various government bureaux and departments throughout the second half of this year to ensure that the LNG project stays firmly on course.


Hong Kong – Emissions Reductions

 

Our Hong Kong power plants recorded a substantial reduction of emissions during the first six months of the year. This is largely due to the increased use of ultra-low sulphur coal, which is by far the cleanest coal available around the world for power generation.

 

We are moving forward with the retrofit of additional emissions reduction facilities at Castle Peak Power Station. We have submitted the EIA report to Government and are on track with our front end work.

 

Our present programme envisages four major emissions reduction facilities being completed from 2009 onwards. This is a challenging programme, given the significant demolition and plant relocation work needed, and the required operation of these units to meet the summer peak demand means that much of the work must be carried out in winter.

 

We believe that our efforts in reducing emissions can only be effective in improving air quality as part of a wider and sustained effort by governments on both sides of the boundary and all sectors of the community to improve air quality throughout the Pearl River Delta air shed. In line with this, CLP was one of the early supporters of the Clean Air Charter established in 2005 by the business community in Hong Kong, and which now binds more than 280 leading businesses and organisations in Hong Kong in a shared commitment to develop and implement fair, practical and cost-effective environmental and emissions management policies.

 

Asia – OneEnergy

 

The success of “OneEnergy”, our recently-established 50:50 joint venture with Mitsubishi Corporation of Japan, will be measured by its ability to combine the two partners’ expertise, capital and local relationships to expand its presence in the power sector in Southeast Asia and Taiwan.

 

In the coming months, we aim to complete OneEnergy’s integration period, with the establishment of key policies, procedures and systems, as well as the further injection of assets currently owned by the joint venture partners. At the same time, we shall be looking to see progress in the pursuit of new development and acquisition opportunities, so that OneEnergy starts to deliver on its potential as an effective platform for enhancing our stake in its target markets and generating added value to its shareholders.

 

Australia – TRUenergy

 

The process of integrating, within TRUenergy, our existing Yallourn business with the merchant energy business (MEB) acquired last year from Singapore Power has made significant progress. Over the latter half of this year we will be monitoring the success of this exercise in delivering operating cost savings and providing an organisation capable of responding effectively and rapidly to the challenges and opportunities of Australia’s power business and growing its share of that business.

 

Major activities will include the retention of retail market share in the core Victoria and South Australia markets. We will aim to progress expansion opportunities in New South Wales (NSW), in conjunction with our 400MW Tallawarra combined-cycle gas-fired power station which has moved into construction this year, as well as exploring the opportunity to enter the Queensland market, which the government has announced will be open to full retail contestability in mid-2007.


In addition to substantial and positive developments on each of the issues that I have highlighted in this Chairman’s Statement, the Board and I will be looking for progress on the other projects and development opportunities we have in hand, such as the construction of our 1,200MW coal-fired power station at Fangchenggang in the Chinese mainland and our renewable energy projects. And at all times, we must maintain the foundations of our business, namely continued excellence in plant and system operation, customer service, safety and environmental performance, as well as financial discipline and prudence – the core attributes on which CLP’s reputation and long-term success rests.

 

I am confident that CLP’s Management and staff have the skill and dedication to carry through the challenging tasks of the months ahead. I look forward to reporting to you at the end of the year on the progress that your Company has made.

 

The Hon. Sir Michael Kadoorie

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

This describes CLP’s major activities in Hong Kong, Australia, the Chinese mainland, Asia and Renewable Energy, as well as the Group’s financial results, funding and obligations during the first half of 2006.

 

Operational Performance

 

Electricity Business in Hong Kong

 

The Hong Kong economy maintained robust growth in the first quarter of 2006, supported by exports and local retail sales. With services contributing a high portion of GDP, increased energy efficiency awareness of electricity consumers and milder weather conditions in the period, local sales of electricity rose only moderately by 0.8% in the first half of the year over the same period in 2005.

 

An analysis of the local sales by sector during the period is as follows:

 

     Increase/(Decrease)
Over 1st Half of 2005
     Percentage of
Total Local Sales
             

Residential

   (1.6)%      23.0%

Commercial

   5.1%       41.6%

Infrastructure & Public Services

   (2.7)%      25.8%

Manufacturing

   (1.0)%      9.6%

 

Affected by the weather conditions in the period and public awareness of energy conservation, the Residential Sector recorded a slight drop in sales. The apparent strong growth in the Commercial Sector was due to the improved economy and reclassification from the Infrastructure & Public Services (IPS) Sector of the accounts previously under the Hong Kong Housing Authority and now transferred to The Link Real Estate Investment Trust. In the IPS Sector, lower consumption was recorded for Public Services as a result of Government’s energy saving programme. For the Manufacturing Sector, the declining trend continued, but at a slower rate.


Supply to Guangdong Power Grid Corporation and Shekou remained relatively stable during the first half of 2006, compared to the same period in 2005. The combined sales to these two large mainland customers dropped slightly by 1.4%.

 

Total unit sales, which include both local sales and sales to the Mainland, rose by 0.5% compared to the corresponding half-year in 2005.

 

Towards the end of 2005, we announced that CLP’s tariffs to our Hong Kong customers would be frozen in 2006. There has been no tariff increase since 1998. Our customers continue to enjoy an average net tariff that remains the lowest in Hong Kong and amongst the lowest in metropolitan cities and open markets around the world.

 

In March, CLP submitted its formal response to Government’s Stage II Consultation on the future of Hong Kong’s electricity industry. In our response (which is available on our website at www.clpgroup.com) we expressed our support for Government’s policy objectives of reliable, safe, efficient and environmentally responsible energy supplies, at reasonable prices. However, we also expressed our strong and justified reservations about Government’s proposals in four major areas: environmental disincentives, unclear plans to migrate to a competitive market, inadequate incentives to encourage investment, and an unreasonably short duration of the future regulatory regime.

 

In May 2006, Government issued an information paper summarising the views received during the Stage II Consultation. These included over 17,000 written submissions from different sectors of the community and over 700 messages through the discussion forums on Government’s website. Many submissions were in line with our own views and there was a general consensus that reliability and safety of supply was vital and should be the key consideration in the future development of the electricity market. There were many reservations about the implications of introducing new supply sources from the Chinese mainland, as well as concerns that the proposed rate of return to the power companies, in a range of 7% to 11%, might be too low to attract continued investment and might affect supply reliability. There were also suggestions to provide incentives to encourage investment in emissions reduction facilities. The need for a stable and long term regulatory regime, in order to promote timely and adequate investment, is an important consideration which CLP has firmly and consistently emphasised in its contribution to the public debate on the future of our industry.

 

Investment in Hong Kong’s electricity infrastructure is necessary, substantial and continuous. For example, in the first half of 2006, in line with the Financial Plan approved by Government, CLP incurred HK$1.8 billion of capital expenditure on its transmission and distribution networks, in order to enhance supply quality and reliability, as well as providing for the demand created by residential and civil and social infrastructure development projects in our supply area.

 

In his Chairman’s Statement, Sir Michael Kadoorie has highlighted two major projects which CLP currently has in hand with a view to enhancing the operating and environmental performance of our generating capacity in Hong Kong – the Castle Peak ‘B’ Power Station Emissions Reduction Project and the LNG receiving terminal.

 

In respect of the Castle Peak ‘B’ Power Station Emissions Reduction Project, we have received and are evaluating tenders for demolition and plant re-location works and have issued the tenders for the provision of flue gas desulphurisation (FGD) equipment and Boiler Island equipment (mainly for nitrogen oxide removal).


With regard to the LNG receiving terminal, the EIA studies are scheduled for completion in August 2006. We have devoted substantial resources and efforts to engage the community regarding the importance of the timely provision of an LNG receiving terminal in meeting Hong Kong’s energy needs in an effective, reliable and clean way. Our activities have included briefings to legislators and district councillors, workshops with representatives of environmental groups, roundtable discussions with industry and academic experts, site visits by stakeholders to potential sites, and media briefings. Details of the project and our stakeholder engagement activities can be obtained through our project website at www.clpgroup.com/environment/lng or our telephone hotline at (852) 2678 8189.

 

Energy Business in Australia

 

TRUenergy has undergone a programme of organisational realignment aiming at integrating the Yallourn and MEB in order to achieve greater operating synergies. This process has progressed well with a number of organisational changes to increase the focus of the business on maintaining retail revenues and achieving greater customer responsiveness.

 

During the first half of 2006, CLP reached a settlement with Singapore Power in relation to certain matters regarding the purchase of the MEB in 2005. This settlement was treated as a purchase price adjustment.

 

In January 2006, there was a fire in the coal conveyor at Yallourn Power Station which resulted in an outage for units 1 and 2. The fire occurred during a time of high temperatures resulting in high electricity spot prices. Due to the efforts of Yallourn staff, the coal supply was restored within five days. At the same time, we were able to use the generation capacity available elsewhere in the TRUenergy portfolio to minimise the impact of the lost generation on our market position. This incident provided a clear illustration of the value of a portfolio of generating capacity in this market, as compared to reliance on a single asset.

 

The development of the 400MW combined-cycle gas-fired power station in Tallawarra in NSW is proceeding well. The Tallawarra project will provide 400MW of gas-fired combined-cycle capacity to the TRUenergy portfolio. Consistent with TRUenergy’s strategy of integrating generation and retail, this project will form a basis for the expansion of the retail business in NSW. The combined-cycle plant will use natural gas at high levels of energy efficiency and has a very low level environmental impact.

 

The relevant approvals have been obtained and the site is being prepared for construction. Notice to proceed was issued on the main engineering, procurement and construction contract in June 2006. The plant is scheduled to start operation in late 2008, in time for the summer peak in NSW.

 

Overall competition in the retail energy market continues to be aggressive, particularly in the Victorian gas and electricity mass markets. Our marketing and sales initiatives have been successful in ensuring that our own customer churn (that is, the percentage of customers switching suppliers) is better than the average market rates and, we anticipate, will allow us to maintain our current market share. Competition in other regions is continuing to increase, albeit at substantially lower levels than the Victorian market. We do not expect these competitive pressures to diminish in the short term.


Electricity Investments in the Chinese Mainland

 

The Guangdong Daya Bay Nuclear Power Station (GNPS), in which CLP holds a 25% stake, operated at a high capacity factor during the first half of the year, except for the period during which Unit 1 was shut down for the planned 10th year refuelling outage. During the outage, comprehensive statutory inspections of safety-related equipment were made and the results were found satisfactory. GNPS has achieved a good safety record throughout the period under review. The station was awarded first places in Industrial Safety and in Radiation Protection in the 2005 Safety Challenge Competition, which included all the nuclear power stations in France, sister plants to GNPS.

 

Elsewhere, coal supply and tariff management continued to be the primary focus of management attention in our joint ventures: Shandong Zhonghua Power Company, Ltd., CLP Guohua Power Company Limited and Guizhou CLP Power Company Limited. The coal supply situation has gradually improved and coal prices have started to stabilise, although they remain high. The coal supply to our joint ventures has been able to sustain generating requirements during the first six months of 2006, except for a short period early in the year when tight coal supply temporarily restricted generation at Anshun II Power Station in Guizhou.

 

Generating companies in the Mainland have been under financial pressure as a result of high coal prices. To alleviate this, the PRC authorities have announced the second round of coal price linked tariff adjustments in June 2006, following the first round implemented in May 2005.

 

Construction of the coal-fired Fangchenggang project in Guangxi is underway. The site has been formed and civil construction works are well advanced. The marine terminal for receiving coal deliveries is also under construction. Equipment for the 2 x 600MW generating units is being manufactured and components are being delivered to site. By the end of June 2006 equipment supply and construction costs representing 90% of the total projected contract values had been signed. The work remains on schedule to bring the first unit into operation by third quarter of 2007.

 

Electricity Investments in Other Countries in Asia

 

In March 2006 we announced the formation of a 50:50 strategic joint venture with Mitsubishi Corporation, called OneEnergy Limited. OneEnergy will draw on the combined expertise and capital of CLP and Mitsubishi to serve the region’s growing power needs. Mitsubishi’s local networks and relationships, as well as its experience in the independent power producer (IPP) business, are complementary to CLP’s strong skills and experience in project development, execution, construction and operation.

 

OneEnergy will operate in the Southeast Asia and Taiwan markets and will be the exclusive power sector investment vehicle in these markets for its two shareholders. The joint venture, which now holds the 22.4% interest in Electricity Generating Public Company Limited (EGCO) in Thailand, previously held by CLP, aims to expand elsewhere in Southeast Asia as suitable opportunities arise. CLP and Mitsubishi are also discussing the further injection into OneEnergy of their other assets in Southeast Asia and Taiwan.

 

Dialogue is continuing with EGCO and Electricity Generating Authority of Thailand (EGAT) regarding our position in EGCO, as well as EGCO’s role in future expansion of generation capacity in Thailand. We are also finalising discussions with EGCO on the injection of our interest in the BLCP power project into EGCO.


Construction of the coal-fired BLCP power plant, in which CLP owns a 50% share, is on schedule for commercial operation of the first unit in October 2006 and the second unit in early 2007. On completion, this project will make a substantial contribution to improving fuel diversity in the Thai electricity system. A separate joint venture, in which CLP owns 60%, is mobilised to take over operation and maintenance of the power plant upon commercial operation.

 

At the Ho-Ping power plant in Taiwan, in which CLP holds a 40% interest, repair work on unit 1, which suffered a turbine blade failure in December 2005, was completed in May. The unit is operating on reduced output until late 2006, when new turbine blades will be installed to restore the full machine capacity.

 

The Taiwan government has announced a new round of solicitation for IPPs, with priority placed on coal-fired generation in northern Taiwan to be commissioned in 2011. The existing Ho-Ping power plant site within the Ho-Ping industrial zone is strategically located to serve such requirements. Work on developing the expansion plan and securing related environmental approvals is in progress.

 

In India, Gujarat Paguthan Energy Corporation Private Limited (GPEC) has continued to operate at high levels of reliability and availability. There have been no new disputes on billing with the off-taker and payments have been made on time and in full so far this year. Our major concern at GPEC is the availability of natural gas, since the supply from some of the existing contracts is expected to start to decline next year. GPEC can run on naphtha, as an alternative to gas, but this is much more costly. We are attempting to identify alternative sources of gas prior to the wider availability of LNG and natural gas from India’s east coast, which we expect to emerge some years in the future. In the circumstances, the development of GPEC II power station is on hold, and will be reactivated when the prospects of obtaining gas at a competitive price have become firmer.

 

Renewable Energy

 

During the opening months of 2006 CLP has continued to move forward with its renewable energy activities, in line with the commitment made in our 2004 ‘Manifesto on Air Quality and Climate Change’ that energy from renewable sources should represent 5% of our total equity generating capacity by 2010.

 

The 27MW wind farm in Changdao, Shandong, in which CLP has a 45% share, commenced commercial operation on 1 May 2006. Erection of wind turbine generators has started at the 20MW wind farm in Weihai, Shandong. Negotiations are also in final stage on the wind turbine supply contract for the 45MW wind farm on Nanao Island.

 

In August 2006, CLP has further increased its stake in the Huaiji project from 75% to 84.9%. Comprising nine small hydro-electric power stations, Huaiji has a total generating capacity of 98.4MW. These environmentally friendly small hydro power stations together represent a substantial portion of the total generating capacity of Huaiji County.

 

In Hong Kong, wind data collection is in progress at two potential sites for a wind pilot demonstration project. Other development work, including environmental studies, is in progress, with a view to construction and commissioning taking place in 2007.

 

CLP is collaborating with a UK wind farm developer, Wind Prospect, in evaluating a potential 150-180MW offshore wind farm in waters off Sai Kung in Hong Kong. The EIA commenced with the receipt of study brief from the Government in May 2006. Stakeholder engagement is in progress with various government departments, Sai Kung District Council, rural committees and environmental groups.


Our Roaring 40s joint venture with Hydro Tasmania is carrying forward the construction of a 75MW wind farm at Woolnorth Studland Bay in Tasmania. Commissioning is planned for early 2007. This facility will complement Roaring 40s’ existing portfolio of wind power assets in Australia. In April Roaring 40s signed a co-operation agreement with Guohua Energy Investment Corporation. At the end of May, this framework led to agreement on the commercial arrangements for a wind power project near Rongcheng City in Shandong Province. This wind farm, with an operating capacity of 48.75MW, is scheduled for full commissioning in mid-2007.

 

In light of the Australian Federal Government’s decision not to increase the Mandatory Renewable Energy Target, which is crucial for new renewable energy projects to be economically viable, Roaring 40s has decided to halt development of two wind farms in Australia. Discussions are proceeding with the Federal Government as well as State Governments about alternative means to encourage the development of renewable energy projects in Australia.

 

Human Resources

 

As at 30 June 2006, the Group employed 6,251 staff (2005: 5,672), of whom 3,862 (2005: 3,829) were employed in the electricity business in Hong Kong and 2,035 (2005: 1,536) in energy businesses outside Hong Kong in Australia, the Chinese mainland and India. The increase was mainly due to the inclusion of employees in the Huaiji Project as a result of reclassification of Huaiji from a jointly controlled entity to a subsidiary of the Group after completion of a shareholding restructuring on 3 November 2005. Total remuneration for the six months ended 30 June 2006 was HK$1,516 million (2005: HK$1,223 million), of which HK$901 million (2005: HK$866 million) was for the Scheme of Control business. Of the total remuneration, retirement benefit costs amounted to HK$123 million (2005: HK$100 million).

 

Safety

 

There were no reported disabling injury incidents in our Hong Kong electricity business in the first six months of 2006. The resulting disabling injury incidence rate (DIIR) of 0.00 compared favourably with the performance during 2005 (0.16). However, maintaining a good safety record demands constant vigilance and attention by all concerned. We are continuing with a series of safety enhancement initiatives and other cultural improvement processes aimed at reinforcing our employees’ attitudes towards safety at work.

 

There were no reported disabling injury incidents for staff at GPEC, Ho-Ping, Torrens Island and Iona Gas Storage during the first six months. Two reportable incidents took place at Yallourn Power Station. A DIIR of 0.00 was maintained at GPEC, Ho-Ping, Torrens Island and Iona during the current year, whereas the DIIR was 2.04 for Yallourn due to two incidents. Safety enhancement initiatives were continued at all stations.

 

There was a fatal accident involving an employee of a contractor working at the site of the BLCP Project in February this year. A thorough investigation has been undertaken and the necessary measures have been taken with the contractors to strengthen safety management.


Environment

 

CLP’s environmental performance is overseen by the Social, Environmental & Ethics (SEE) Committee of the Board of Directors, which was established in October 2005.

 

The Social and Environmental Report (SER) 2005 focused on four major environmental issues for CLP and our stakeholders: air quality, climate change, renewable energy and energy efficiency and conservation.

 

Air Quality

 

CLP is committed to do our share to reduce emissions from Hong Kong sources. The construction of an LNG receiving terminal in Hong Kong, and a retrofit of our coal plant at Castle Peak with FGD and other controls (see above) are examples of the major investments that we are preparing to make in order to meet this commitment.

 

The use of ultra-low sulphur coal, branded as “Envirocoal”, has contributed to a significant reduction of sulphur dioxide. We continue to procure low sulphur coal for the Castle Peak Power Station and are seeking further opportunities with our committed coal suppliers to provide lower sulphur coal where possible.

 

Climate Change and Renewable Energy

 

In the 2005 SER, we published our climate strategy statement to the public for the first time. Our strategy relies on a high level of transparency in managing and reporting our greenhouse gas emissions.

 

In addition to publishing our greenhouse emissions in the 2005 SER, CLP submitted its response to the Carbon Disclosure Project 4 (CDP4) in June 2006. CLP is the only Hong Kong-based company that has participated in CDP since its inception. This year’s response featured our new climate strategy, an overview of the business impact of existing and possible future climate-related regulations, our communications with stakeholders about the risks and opportunities from greenhouse gas emissions and climate change, and total expenditures for fossil fuels. Our full response is available on our Group website, and will also be available through the CDP website.

 

CLP’s climate strategy also includes the target to increase the capacity for renewable energy in our portfolio to 5% by 2010. In 2005, we increased our share from less than 0.5% to 1.4% and, as at 30 June 2006, this represented 1.7%. The status of our renewable energy portfolio and the steps we are taking to continue to expand our activities in this area are explained above.


Energy Efficiency and Conservation

 

CLP has a long-standing commitment to energy efficiency and conservation.

 

In June 2006, CLP launched a series of “Go Greening” initiatives, including a pledge to plant 30,000 trees over the next three years in Tai Lam Country Park in Fu Tei, Tuen Mun. In addition, trees and scrubs will be planted on the rooftop of a CLP substation facility in Lai Chi Kok to create a “Sky Woodland” both to enhance the visual amenity of the substation and help conserve energy.

 

In Hong Kong, through our longstanding “Powerwise” programme, together with community events, seminars and advisory support, we continue to promote energy efficiency and conservation to the public. A particularly successful initiative was our collaboration with non-governmental organisations on the safe and smart use of energy to support achieving a greener and cleaner indoor environment at homes for the elderly. In July, CLP joined the “Energy Conservation Charter 2006 – Suitable Room Temperature” organised by Hong Kong Government’s Environmental Protection Department with a pledge to save energy in the working environment and adhere to the principle of “Use if Required, Save if Possible”.

 

Conservation applies to water as well as energy. We have a successful track record of water conservation projects at our facilities. Our most recent water conservation project was launched by TRUenergy in April 2006. The A$300,000 upgrade to the onsite water treatment facilities at the Torrens Island Power Station in South Australia will reduce wastewater discharge by 90% after completion of the project. The upgrade will deliver significant environmental and operating improvements and will also improve the power station’s reliability in times of peak demand.


Financial Performance

 

The financial information set out in this announcement represents an extract from the condensed consolidated interim accounts, which are unaudited but have been reviewed by the Group’s Audit Committee and external auditors PricewaterhouseCoopers whose unmodified review report is included in the Interim Report to be sent to shareholders.

 

Condensed Consolidated Income Statement

 

          (Unaudited)
6 months ended 30 June
 
 
   
     Note    2006
HK$M
 
 
  2005
HK$M
 
 
  Increase
%
                (Restated )    
                       
Revenue    5,6    21,412     16,361     30.9
         

 

   

Expenses

                     

Purchases of electricity, gas and distribution services

   3    (9,583 )   (6,453 )    

Staff expenses

        (908 )   (665 )    

Fuel and other operating costs

        (2,524 )   (1,989 )    

Depreciation and amortisation

        (2,427 )   (2,067 )    
         

 

   
          (15,442 )   (11,174 )    
         

 

   

Other gain

   4    291          
         

 

   
         

 

   

Operating profit

   6,7    6,261     5,187     20.7

Finance costs

   8    (2,419 )   (2,072 )    

Finance income

   8    242     251      

Share of results, net of tax

                     

jointly controlled entities

        1,362     1,664      

associated companies

        112     51      
         

 

   

Profit before taxation

        5,558     5,081      

Taxation

   9    (575 )   (470 )    
         

 

   

Profit after taxation

        4,983     4,611      

Minority interest

        (8 )        
         

 

   

Earnings attributable to shareholders

   10    4,975     4,611     7.9
         

 

   

Dividends

   11                 

First interim paid

        1,204     1,156      

Second interim proposed

        1,204     1,156      
         

 

   
          2,408     2,312      
         

 

   

Earnings per share, basic and diluted, HK$

   12    2.07     1.91      

Dividends per share, HK$

   11                 

First interim paid

        0.50     0.48      

Second interim proposed

        0.50     0.48      
         

 

   
          1.00     0.96      
         

 

   


Condensed Consolidated Balance Sheet

 

          (Unaudited )      
     Note    30 June
2006
HK$M
 
 
 
  31 December
2005
HK$M
 
 
 
                (Restated )
                   

Non-current assets

                 

Fixed assets

   13    82,492     79,518  

Leasehold land and land use rights

   13    2,208     2,233  

Goodwill and other intangible assets

   14    6,905     6,930  

Interests in jointly controlled entities

        18,799     16,661  

Interests in associated companies

        7     1,697  

Finance lease receivables

   15    2,519     2,652  

Deferred tax assets

        2,461     2,537  

Derivative instruments

        228     260  

Other non-current assets

        161     506  
         

 

          115,780     112,994  
         

 

Current assets

                 

Inventories – stores and fuel

        570     596  

Trade and other receivables

   16    7,005     6,524  

Finance lease receivables

   15    158     165  

Derivative instruments

        891     1,302  

Bank balances, cash and other liquid funds

        2,123     2,041  
         

 

          10,747     10,628  
         

 

                   

Current liabilities

                 

Customers’ deposits

        (3,353 )   (3,308 )

Trade and other payables

   17    (6,078 )   (6,079 )

Taxation payable

        (572 )   (376 )

Bank loans and other borrowings

   18    (4,705 )   (3,508 )

Obligations under finance leases

   19    (1,912 )   (1,803 )

Derivative instruments

        (829 )   (1,134 )
         

 

          (17,449 )   (16,208 )
         

 

         

 

Net current liabilities

        (6,702 )   (5,580 )
         

 

Total assets less current liabilities

        109,078     107,414  
         

 

Financed by:

                 

Equity

                 

Share capital

        12,041     12,041  

Share premium

        1,164     1,164  

Reserves

                 

Proposed dividends

        1,204     2,264  

Others

        37,576     34,816  
         

 

Shareholders’ funds

        51,985     50,285  

Minority interest

        120     111  
         

 

          52,105     50,396  
         

 

                   

Non-current liabilities

                 

Bank loans and other borrowings

   18    24,877     25,883  

Obligations under finance leases

   19    21,570     19,694  

Deferred tax liabilities

        5,722     5,579  

Derivative instruments

        432     444  

Fuel clause account

        91     323  

Scheme of Control (SoC) reserve accounts

        3,413     4,174  

Other non-current liabilities

        868     921  
         

 

          56,973     57,018  
         

 

         

 

Equity and non-current liabilities

        109,078     107,414  
         

 


Notes:

 

1. General Information

 

The Company, CLP Holdings Limited, and its subsidiaries are collectively referred to as the Group in the condensed consolidated interim accounts whilst its jointly controlled entities and associated companies are collectively referred to as affiliated companies. The principal activity of the Company is investment holding whilst the principal activities of the subsidiaries are the generation and supply of electricity in Hong Kong, Australia and India, and investment holding of power projects in the Chinese mainland and other countries in Asia.

 

The financial operations of the Company’s major subsidiary, CLP Power Hong Kong Limited (CLP Power Hong Kong), and its jointly controlled entity, Castle Peak Power Company Limited (CAPCO), are governed by a Scheme of Control (SoC) Agreement entered into with the Hong Kong Government. Our electricity business in Hong Kong is therefore also referred to as the SoC business.

 

The current SoC Agreement will expire on 30 September 2008. The Hong Kong Government is in the process of formulating a framework for the post-2008 regulatory regime. The final post-2008 regulatory framework will be subject to negotiation and agreement between CLP Power Hong Kong and the Government. The Group considers that there will not be any impairment to the fixed and other assets recognised under the existing SoC.

 

The condensed consolidated interim accounts have been approved for issue by the Board of Directors on 15 August 2006.

 

2. Basis of Preparation and Changes in Accounting Policies

 

The unaudited condensed consolidated interim accounts have been prepared in accordance with Hong Kong Accounting Standard (HKAS) 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants.

 

The accounting policies used in the preparation of this condensed consolidated interim accounts are consistent with those set out in the Annual Report 2005, except for the adoption of the new Hong Kong Financial Reporting Standards (HKFRS)—Interpretation 4 “Determining whether an Arrangement contains a Lease”, which is effective for accounting periods commencing on or after 1 January 2006.

 

The adoption of HKFRS-Interpretation 4 in 2006 has impacted the accounting for a number of contractual arrangements on electricity supply and power purchase that the Group’s affiliates have entered into. After assessment of these arrangements, some of them have been determined to contain terms that should be accounted for as finance leases in accordance with HKAS 17 “Leases”. One subsidiary which was previously accounted for as a purchaser of electricity has become a lessee, and another subsidiary, together with a number of joint ventures, which were previously accounted for as electricity sellers have become lessors. For finance lease accounting, a lessee has to capitalise the leased assets in its books and at the same time recognise its obligations at amounts equal to the fair value of the leased assets or, if lower, the present value of future minimum lease payments. For a lessor under a finance lease, leased assets are recognised as lease receivables at an amount equal to the net investment in the lease.

 

Set out below is the effect of adopting this new interpretation on the prior year’s financial results and position.


2. Basis of Preparation and Changes in Accounting Policies (continued)

 

The 2005 comparatives (originally shown in the Consolidated Profit and Loss Account for the six months ended 30 June 2005 published on 23 August 2005 and the Consolidated Balance Sheet as at 31 December 2005 published on 28 February 2006) have been amended as a result of:

 

  i) the adoption of the new HKFRS-Interpretation 4, in accordance with the transitional provisions specified therein; and

 

  ii) the adjustment to the purchase consideration and the valuation of intangible assets relating to the acquisition of the merchant energy business division (MEB) of SPI Australia Group in 2005.

 

Consolidated Profit and Loss Account

(for 6 months to 30 June 2005)

         Adjustments
to comparatives
 
 
     
     As previously
stated

HK$M
 
 

 
  Lease
accounting
HK$M
 
 
 
  Restated
HK$M
 
 
                    

Revenue

   16,626     (265 )   16,361  
    

 

 

                    

Expenses

                  

Purchase of electricity, gas and distribution services

   (8,613 )   2,160     (6,453 )

Staff expenses

   (665 )       (665 )

Fuel and other operating costs

   (1,976 )   (13 )   (1,989 )

Depreciation and amortisation

   (1,359 )   (708 )   (2,067 )
    

 

 

     (12,613 )   1,439     (11,174 )
    

 

 

    

 

 

Operating profit

   4,013     1,174     5,187  

Finance costs

   (725 )   (1,347 )   (2,072 )

Finance income

   63     188     251  

Share of results, net of tax

                  

jointly controlled entities

   1,614     50     1,664  

associated companies

   79     (28 )   51  
    

 

 

Profit before taxation

   5,044     37     5,081  

Taxation

   (467 )   (3 )   (470 )
    

 

 

Earnings attributable to shareholders

   4,577     34     4,611  
    

 

 


 

2. Basis of Preparation and Changes in Accounting Policies (continued)

 

Consolidated Balance Sheet

         Adjustments to comparatives        

(as at 31 December 2005)

   As previously
stated

HK$M
 
 

 
  Lease
accounting
HK$M
 
 
 
  Purchase(a)
consideration
HK$M
 
 
 
  Restated
HK$M
 
 
                          

Non-current assets

                        

Fixed assets

   60,815     18,703         79,518  

Leasehold land and land use rights

   2,234     (1 )       2,233  

Goodwill and other intangible assets (Note 14)

   7,949         (1,019 )   6,930  

Interests in jointly controlled entities

   16,519     142         16,661  

Interests in associated companies

   1,641     56         1,697  

Finance lease receivables

       2,652         2,652  

Deferred tax assets

   2,537             2,537  

Derivative instruments

   260             260  

Other non-current assets

   506             506  
    

 

 

 

     92,461     21,552     (1,019 )   112,994  
    

 

 

 

Current assets

                        

Inventories – stores and fuel

   596             596  

Trade and other receivables

   5,505         1,019     6,524  

Finance lease receivables

       165         165  

Derivative instruments

   1,302             1,302  

Bank balances, cash and other liquid funds

   2,041             2,041  
    

 

 

 

     9,444     165     1,019     10,628  
    

 

 

 

                          

Current liabilities

                        

Customers’ deposits

   (3,308 )           (3,308 )

Trade and other payables

   (6,079 )           (6,079 )

Taxation payable

   (376 )           (376 )

Bank loans and other borrowings

   (3,508 )           (3,508 )

Obligations under finance leases

       (1,803 )       (1,803 )

Derivative instruments

   (1,134 )           (1,134 )
    

 

 

 

     (14,405 )   (1,803 )       (16,208 )
    

 

 

 

    

 

 

 

Net current (liabilities)/assets

   (4,961 )   (1,638 )   1,019     (5,580 )
    

 

 

 

Total assets less current liabilities

   87,500     19,914         107,414  
    

 

 

 

Financed by:

                        

Equity

                        

Share capital

   12,041             12,041  

Share premium

   1,164             1,164  

Reserves

                        

Proposed dividends

   2,264             2,264  

Others

   34,690     126         34,816  
    

 

 

 

Shareholders’ funds

   50,159     126         50,285  

Minority interest

   111             111  
    

 

 

 

     50,270     126         50,396  
    

 

 

 

Non-current liabilities

                        

Bank loans and other borrowings

   25,883             25,883  

Obligations under finance leases

       19,694         19,694  

Deferred tax liabilities

   5,472     107         5,579  

Derivative instruments

   444             444  

Fuel clause account

   323             323  

SoC reserve accounts

   4,174             4,174  

Other non-current liabilities

   934     (13 )       921  
    

 

 

 

     37,230     19,788         57,018  
    

 

 

 

    

 

 

 

Equity and non-current liabilities

   87,500     19,914         107,414  
    

 

 

 

  Note (a): The acquisition of the MEB from an affiliate of Singapore Power Limited occurred in May 2005. A claim was lodged with this affiliated company prior to the end of 2005. Settlement was reached in April 2006, resulting in a reduction in the purchase consideration which has been reflected as a reduction in goodwill.


3. Purchase of Electricity, Gas and Distribution Services

 

These expenses are made up of:

 

     6 months ended 30 June
     2006
HK$M
   2005
HK$M
           

Purchase of electricity, gas and distribution services

   5,892    2,961

Lease and service charges

   3,691    3,492
    
  
     9,583    6,453
    
  

 

Following the adoption of lease accounting by the Group, certain elements of the payments by CLP Power Hong Kong to CAPCO under the electricity supply contract have now been accounted for as lease and service payments.

 

4. Formation of OneEnergy

 

On 22 March 2006, the Group and Mitsubishi Corporation of Japan formed a jointly controlled entity called OneEnergy Limited (OneEnergy) for the purpose of acquiring interests in and developing and operating power generation businesses in Southeast Asia and Taiwan. The Group’s interest of 22.4% in Electricity Generating Public Company Limited (EGCO) of Thailand was injected into OneEnergy. The gain arising from the formation of OneEnergy amounted to HK$291 million.

 

5. Revenue

 

An analysis of the Group’s revenue for the period is as follows:

 

     6 months ended 30 June
     2006
HK$M
   2005
HK$M
           

Sales of electricity

   18,590    14,908

Lease and service charges received

   778    669

Sales of gas

   1,379    313

Other revenue

   177    133
    
  
     20,924    16,023

Transfer from Development Fund (A)

   488    338
    
  
     21,412    16,361
    
  

 

  (A) Pursuant to the SoC Agreement, if the gross tariff revenue in Hong Kong in any year exceeds or is less than the total of the operating costs, permitted return and taxation charges, such excess shall be added to, or such deficiency shall be deducted from, the Development Fund.


6. Segment Information

 

The Group operates, through its subsidiaries, jointly controlled entities and associated companies, in four major geographical regions - Hong Kong, Australia, the Chinese mainland and other countries in Asia. Information about the Group’s operations by geographical region is as follows:

 

     Hong Kong
HK$M
   Australia
HK$M
 
 
  Chinese
Mainland
HK$M
 
 
 
  Other
Countries
in Asia
HK$M
   Unallocated
Items
HK$M
 
 
 
  Total
HK$M
 
 
                                    

6 months ended 30 June 2006

                                  

Revenue

   14,061    6,502 (a)   49     799    1     21,412  
    
  

 

 
  

 

Segment results

   5,227    621     (21 )   517    (83 )   6,261  

Share of results, net of tax

                                  

jointly controlled entities

   791    5     501 (b)   65        1,362  

associated companies

      2         110        112  
    
  

 

 
  

 

Profit/(Loss) before financing and taxation

   6,018    628     480     692    (83 )   7,735  

Finance costs

                               (2,419 )

Finance income

                               242  

Taxation

                               (575 )

Minority interest

                               (8 )
                                

Earnings for the period

                               4,975  
                                

Capital additions

   4,855    422     2     4    1     5,284  

Depreciation and amortisation

   1,976    429     18     3    1     2,427  

As at 30 June 2006

                                  

Segment assets

   5,418    10,878     307     6,085    80     22,768  

Owned and leased assets

   67,394    14,413     653     24    8     82,492  

Interests in

                                  

jointly controlled entities

   7,228    1,117     6,630     3,824        18,799  

associated companies

      7                7  

Tax assets

      2,421     40            2,461  
    
  

 

 
  

 

Consolidated total assets

   80,040    28,836     7,630     9,933    88     126,527  
    
  

 

 
  

 

Segment liabilities

   10,432    4,358     83     109    82     15,064  

Obligation under finance leases

   23,468    14                23,482  

Bank loans and other borrowings

   12,319    9,678     225     1,265    6,095     29,582  

Tax liabilities

   5,686    137     23     448        6,294  
    
  

 

 
  

 

Consolidated total liabilities

   51,905    14,187     331     1,822    6,177     74,422  
    
  

 

 
  

 

 

Notes:

  (a) About 38% of the revenues from the retail sales of electricity and gas in Australia have to be paid as network charges to third party network operators.

 

  (b) Out of the HK$501 million, HK$347 million was attributed to investments in Guangdong Nuclear Power Joint Venture Company, Limited (GNPJVC) and Hong Kong Pumped Storage Development Company, Limited (PSDC), whose generating facilities serve Hong Kong.


6. Segment Information (continued)

 

(Restated)

   Hong Kong
HK$M
   Australia
HK$M
   Chinese
Mainland
HK$M
 
 
 
  Other
Countries
in Asia
HK$M
 
 
 
 
  Unallocated
Items
HK$M
 
 
 
  Total
HK$M
 
 
                                    

6 months ended 30 June 2005

                                  

Revenue

   13,704    1,968        689         16,361  
    
  
  

 

 

 

Segment results

   4,919    445    (37 )   (66 )   (74 )   5,187  

Share of results, net of tax

                                  

jointly controlled entities

   931       563 (a)   170         1,664  

associated companies

             51         51  
    
  
  

 

 

 

Profit/(Loss) before financing and taxation

   5,850    445    526     155     (74 )   6,902  

Finance costs

                               (2,072 )

Finance income

                               251  

Taxation

                               (470 )
                                

Earnings for the period

                               4,611  
                                

Capital additions

   5,088    261        6         5,355  

Depreciation and amortisation

   1,793    269    1     3     1     2,067  

As at 31 December 2005

                                  

Segment assets

   5,013    12,374    255     5,492     75     23,209  

Owned and leased assets

   64,621    14,196    661     32     8     79,518  

Interests in

                                  

jointly controlled entities

   7,092    1,093    6,888     1,588         16,661  

associated companies

      5        1,692         1,697  

Tax assets

      2,504    33             2,537  
    
  
  

 

 

 

Consolidated total assets

   76,726    30,172    7,837     8,804     83     123,622  
    
  
  

 

 

 

Segment liabilities

   11,287    4,271    150     598     77     16,383  

Obligation under finance leases

   21,484    13                21,497  

Bank loans and other borrowings

   11,528    11,108    228     1,236     5,291     29,391  

Tax liabilities

   5,466    133    27     329         5,955  
    
  
  

 

 

 

Consolidated total liabilities

   49,765    15,525    405     2,163     5,368     73,226  
    
  
  

 

 

 

 

  Note (a): Out of the HK$563 million, HK$431 million was attributed to investments in GNPJVC and PSDC, whose generating facilities serve Hong Kong.

 

No business analysis is shown as substantially all the principal activities of the Group are for the generation and supply of electricity. The SoC business accounted for approximately 100% of the Group’s revenue and segment results in Hong Kong for the period ended 30 June 2006.


7. Operating Profit

 

Operating profit is stated after charging/(crediting) the following:

 

     6 months ended 30 June  
     2006
HK$M
 
 
  2005
HK$M
 
 
              

Charging

            

Staff costs (A)

            

Salaries and other costs

   1,039     800  

Retirement benefits costs

   91     68  

Lease and service charges from CAPCO

   3,691     3,492  

Lease expenditure for long-term hedge agreement with Ecogen

   105      

Net loss on disposal of fixed assets

   8     33  

Other net fair value losses/(gains) on derivative instruments

            

Transactions not qualifying as hedges

   80     (7 )

Other net exchange losses

       24  

Crediting

            

Other net fair value gains on derivative instruments

            

Cash flow hedges, transfer from equity

   (44 )   (68 )

Lease and service charges received

   (778 )   (669 )

Net rental income from properties

   (6 )   (7 )

Gain on formation of OneEnergy

   (291 )    

 

  (A) Staff costs include amounts recharged to jointly controlled entities for services provided.

 

8. Finance Costs and Income

 

     6 months ended 30 June  
     2006
HK$M
 
 
  2005
HK$M
 
 
              

Finance costs:

            

Interest expenses on
     bank loans and overdrafts

   458     341  

other borrowings

            

- wholly repayable within five years

   49     82  

- not wholly repayable within five years

   280     100  

Development Fund and special provision account (A)

   133     120  

customers’ deposits and others

   53     30  

Subscription interest on outstanding purchase consideration on renewable projects

   19      

Finance charges under finance leases

   1,533     1,360  

Other finance charges

   27     20  

Fair value losses on derivative instruments

            

Cash flow hedges, transfer from equity

   1     174  

Transactions not qualifying as hedges

   2      

Hedging costs and exchange losses/(gains)

   4     (2 )
    

 

     2,559     2,225  

Less: amount capitalised

   (140 )   (153 )
    

 

     2,419     2,072  
    

 

Finance income:

            

Interest income on
     short-term investments and bank deposits

   69     62  

advance to a jointly controlled entity

   1     1  

Finance income under finance leases

   172     188  
    

 

     242     251  
    

 

 

  (A) In accordance with the provisions of the SoC Agreement, CLP Power Hong Kong is required to credit, to a Rate Reduction Reserve in its accounts, a charge of 8% per annum on the sum of the average balances of the Development Fund and special provision account.


9. Taxation

 

Taxation in the condensed consolidated income statement represents the taxation of the Company and subsidiaries and is analysed below:

 

     6 months ended 30 June  
     2006
HK$M
   2005
HK$M
 
 
             

Current income tax

           

Hong Kong

   346    418  

Outside Hong Kong

   32    14  
    
  

     378    432  
    
  

             

Deferred income tax

           

Hong Kong

   130    125  

Outside Hong Kong

   67    (87 )
    
  

     197    38  
    
  

    
  

     575    470  
    
  

 

Hong Kong profits tax has been provided at the rate of 17.5% (2005: 17.5%) on the estimated assessable profits for the period. Taxation on profits assessable outside Hong Kong has been provided at the rates prevailing in the respective jurisdictions.

 

10. Earnings Attributable to Shareholders

 

The following analysis of earnings is outside the requirements of HKFRSs and is included to give further information to investors on the source of the Group earnings:

 

     6 months ended 30 June  
     2006     2005  
     HK$M     HK$M     HK$M     HK$M  
                          

Electricity business in Hong Kong

         3,573           3,510  

Electricity sales to Chinese mainland from Hong Kong

   55           63        

Generating facilities in Chinese mainland serving Hong Kong (GNPJVC and PSDC)

   347           431        

Other power projects in Chinese mainland

   106           95        

Energy business in Australia

   287           (8 )      

Electricity business in India

   371           279        

Power projects in other countries in Asia

   142           185        

Renewable energy business

   (25 )         4        

Other businesses

   (6 )         (5 )      
    

       

     
     1,277           1,044        

Gain on formation of OneEnergy

   291                  
    

       

     

Earnings from other activities

         1,568           1,044  

Unallocated net finance costs

         (122 )         (43 )

Unallocated Group expenses

         (83 )         (74 )
          

       

Total operating earnings

         4,936           4,437  

Hok Un redevelopment profit

         39           174  
          

       

Earnings attributable to shareholders

         4,975           4,611  
          

       


11. Dividends

 

     6 months ended 30 June
     2006    2005
     HK$ per share    HK$M    HK$ per share    HK$M
                     

First interim dividend paid

   0.50    1,204    0.48    1,156

Second interim dividend proposed

   0.50    1,204    0.48    1,156
    
  
  
  
     1.00    2,408    0.96    2,312
    
  
  
  

 

At the Board meeting held on 15 August 2006, the Directors declared the second interim dividend of HK$0.50 per share. The second interim dividend is not reflected as a dividend payable in the accounts, but as a separate component of the shareholders’ funds for the period ended 30 June 2006.

 

12. Earnings per Share

 

The prescribed earnings per share includes Hok Un redevelopment profit and is computed as follows:

 

     6 months ended 30 June
     2006    2005
           

Earnings for the period (HK$M)

   4,975    4,611
    
  

Weighted average number of shares in issue (thousand shares)

   2,408,246    2,408,246
    
  

Earnings per share (HK$)

   2.07    1.91
    
  

 

To enable investors to understand better the Group’s results, an additional earnings per share figure, excluding the Hok Un redevelopment profit, is provided below:

 

     6 months ended 30 June  
     2006     2005  
     HK$M     HK$M  
              

Earnings for the period

   4,975     4,611  

Less: Hok Un redevelopment profit

   (39 )   (174 )
    

 

Earnings excluding Hok Un redevelopment profit

   4,936     4,437  
    

 

Earnings per share excluding Hok Un redevelopment profit (HK$)

   2.05     1.84  
    

 

 

Fully diluted earnings per share is not included as the Company did not have any diluting equity instruments as at 30 June 2006 (2005: nil).


13. Fixed Assets, Leasehold Land and Land Use Rights

 

Fixed assets, leasehold land and land use rights totalled HK$84,700 million (December 2005: HK$81,751 million). Movements in the accounts are as follows:

 

(A) Fixed Assets

 

     Freehold Land
and Buildings
    Plant, Machinery
and Equipment
       
     Owned     Leased     Owned     Leased     Total  
     HK$M     HK$M     HK$M     HK$M     HK$M  
                                

Net book value, as at 1 January 2005

                              

- as previously reported

   6,002         49,506         55,508  

- adjustment on adoption of finance lease accounting

   (152 )   5,389     (3,055 )   14,828     17,010  
    

 

 

 

 

- as restated

   5,850     5,389     46,451     14,828     72,518  

Acquisition of a subsidiary

   533         1,181     1,936     3,650  

Additions

   572         5,176     3,226     8,974  

Transfers and disposals

   (75 )   (136 )   (143 )   30     (324 )

Depreciation charge

   (195 )   (248 )   (2,734 )   (1,466 )   (4,643 )

Exchange differences

   (3 )       (564 )   (90 )   (657 )
    

 

 

 

 

Net book value, as at 31 December 2005

   6,682     5,005     49,367     18,464     79,518  
    

 

 

 

 

Cost

   8,677     9,334     72,540     35,215     125,766  

Accumulated depreciation

   (1,995 )   (4,329 )   (23,173 )   (16,751 )   (46,248 )
    

 

 

 

 

Net book value, as at 31 December 2005

   6,682     5,005     49,367     18,464     79,518  
    

 

 

 

 

Net book value, as at 1 January 2006

   6,682     5,005     49,367     18,464     79,518  

Additions

   204     223     2,157     2,700     5,284  

Transfers and disposals

   15         (117 )   (39 )   (141 )

Depreciation charge

   (104 )   (127 )   (1,260 )   (820 )   (2,311 )

Exchange differences

   7         117     18     142  
    

 

 

 

 

Net book value, as at 30 June 2006

   6,804     5,101     50,264     20,323     82,492  
    

 

 

 

 

Cost

   8,889     9,556     74,635     37,888     130,968  

Accumulated depreciation

   (2,085 )   (4,455 )   (24,371 )   (17,565 )   (48,476 )
    

 

 

 

 

Net book value, as at 30 June 2006

   6,804     5,101     50,264     20,323     82,492  
    

 

 

 

 

 

The above leased assets include:

 

  (a) CAPCO’s operational generating plants and associated fixed assets for the generation of electricity supply to CLP Power Hong Kong under the Electricity Supply Contract between the two parties, following the adoption of HKFRS – Interpretation 4. The net book value of these leased assets amounted to HK$23,602 million as at 30 June 2006 (HK$21,624 million in the restated figures as at 31 December 2005); and


13. Fixed Assets, Leasehold Land and Land Use Rights (continued)

 

  (b) Leased generating plants for our electricity business in Australia held under agreements which are treated as finance leases. The net book value of these leased assets as at 30 June 2006 was HK$1,821 million.

 

  (B) Leasehold Land and Land Use Rights

 

    

30 June

2006
HK$M

   

31 December

2005

HK$M

 
              

Net book value, at beginning of period/year

            

- as previously restated/reported

   2,233     2,240  

- adjustment on adoption of finance lease accounting

       (1 )
    

 

- as restated

   2,233     2,239  

Acquisition of a subsidiary

       43  

Additions

   1     2  

Transfers and disposals

       (2 )

Amortisation charge

   (26 )   (49 )
    

 

Net book value, at end of period/year

   2,208     2,233  
    

 

Cost

   2,340     2,339  

Accumulated amortisation

   (132 )   (106 )
    

 

Net book value, at end of period/year

   2,208     2,233  
    

 

 

Leasehold land is mainly held under medium to long term leases (i.e. over 10 years) in Hong Kong. The SoC Agreement considers leasehold land as one type of fixed assets on which permitted return is earned.


14. Goodwill and other Intangible Assets

 

     Goodwill     Negative
Goodwill
   

Net

Balance

    Other
Intangible
Assets
    Total  
     HK$M     HK$M     HK$M     HK$M     HK$M  
                                

2006

                              

Net carrying value, as at 1 January

   5,513         5,513     1,417     6,930  

Amortisation charge

               (91 )   (91 )

Exchange differences

   52         52     14     66  
    

 

 

 

 

Net carrying value, as at 30 June

   5,565         5,565     1,340     6,905  
    

 

 

 

 

Cost

   5,565         5,565     1,495     7,060  

Accumulated amortisation

               (155 )   (155 )
    

 

 

 

 

Net carrying value, as at 30 June

   5,565         5,565     1,340     6,905  
    

 

 

 

 

2005

                              

Net carrying value, as at 1 January

                              

- as previously reported

   24     (1,046 )   (1,022 )       (1,022 )

- derecognition of negative goodwill

       1,046     1,046         1,046  
    

 

 

 

 

- as restated

   24         24         24  

Acquisition of a subsidiary

   5,817 (a)       5,817     1,545 (a)   7,362  

Amortisation charge

               (66 )   (66 )

Exchange differences

   (328 )       (328 )   (62 )   (390 )
    

 

 

 

 

Net carrying value, as at 31 December

   5,513         5,513     1,417     6,930  
    

 

 

 

 

Cost

   5,513         5,513     1,481     6,994  

Accumulated amortisation

               (64 )   (64 )
    

 

 

 

 

Net carrying value, as at 31 December

   5,513         5,513     1,417     6,930  
    

 

 

 

 

 

Other intangible assets include contracted customers and a lease arrangement under the long-term hedge agreement with Ecogen which arose from the acquisition of the MEB at the end of May 2005. The MEB is considered as a cash-generating unit of the Group during 2006.

 

Contracted customers and the lease premium are amortised on a straight-line basis over a period of 6 and 14 years respectively.

 

  Note (a): A review of the valuation of contracted customers in Australia resulted in a reallocation of HK$185 million from goodwill to intangible assets; together with the adjustment in the purchase consideration for the MEB, total goodwill at 31 December 2005 was decreased by HK$1,204 million.


15. Finance Lease Receivables

 

     Minimum lease
payments
 
 
  Present value of minimum
lease payments
     30 June
2006
 
 
  31 December
2005
 
 
  30 June
2006
   31 December
2005
     HK$M     HK$M     HK$M    HK$M
                       

Amounts receivable under finance leases:

                     

Within one year

   485     508     158    165

Later than one year and not later than five years

   1,809     2,302     704    893

After five years

   3,081     2,934     1,815    1,759
    

 

 
  
     5,375     5,744     2,677    2,817
                
  

Less: unearned finance income

   (2,698 )   (2,927 )         
    

 

        

Present value of minimum lease payments receivable

   2,677     2,817           
    

 

        

Analysed as:

                     

Current finance lease receivables (recoverable within 12 months)

               158    165

Non-current finance lease receivables (recoverable after 12 months)

               2,519    2,652
                
  
                 2,677    2,817
                
  

 

The effective interest rate of the finance lease receivables was based on the interest rate implicit in the lease.

 

16. Trade and Other Receivables

 

     30 June
2006
     31 December
2005
     HK$M      HK$M
             

Trade receivables (aging analysis is shown below)

   5,799      4,541

Deposits and prepayments

   881      872

Other receivables

        1,019

Dividends receivable from jointly controlled entities

   313      87

Current accounts with jointly controlled entities

   12      5
    
    
     7,005      6,524
    
    

 

Trade and other receivables attributed to overseas subsidiaries amounted to HK$3,643 million (December 2005: HK$3,257 million).

 

The Group has established credit policies for customers in each of its core businesses. The credit term for trade receivables ranges from 15 to 60 days.

 

The aging analysis of the trade receivables, after provisions, is as follows:

 

     30 June
2006
     31 December
2005
     HK$M      HK$M
             

Below 30 days (including amount not yet due)

   5,530      4,350

31-60 days

   56      68

61-90 days

   69      43

Over 90 days

   144      80
    
    
     5,799      4,541
    
    


17. Trade and Other Payables

 

     30 June
2006
     31 December
2005
     HK$M      HK$M
             

Trade payables (aging analysis is shown below)

   2,939      3,116

Other payables and accruals

   1,342      1,395

Current accounts with jointly controlled entities (A)

   1,340      1,127

Amount due to a jointly controlled entity (B)

   457      441
    
    
     6,078      6,079
    
    

 

  (A) Of the amount due to the jointly controlled entities, HK$1,071 million (December 2005: HK$912 million) was due to CAPCO.

 

  (B) The amount represents the unpaid portion of the subscription price to Roaring 40s Renewable Energy Pty Ltd. Pursuant to the Subscription Agreement, the Group is obliged to pay for share capital of A$117 million by 2008 plus a pre-subscription interest fee of A$2 million. A contribution of A$40 million (approximately HK$236 million) was made in October 2005, with the outstanding amount bearing interest of 6.11% to be repayable on demand.

 

The aging analysis of the trade payables is as follows:

 

     30 June
2006
     31 December
2005
     HK$M      HK$M
             

Below 30 days (including amount not yet due)

   2,894      3,082

31-60 days

   7     

61-90 days

   3      2

Over 90 days

   35      32
    
    
     2,939      3,116
    
    


18. Bank Loans and Other Borrowings

 

Total borrowings in the condensed consolidated balance sheet are analysed as follows:

 

     Current    Non-Current    Total
     30 June
2006
   31 December
2005
   30 June
2006
   31 December
2005
   30 June
2006
   31 December
2005
     HK$M    HK$M    HK$M    HK$M    HK$M    HK$M
                               

Short-term loans

   2,200    867          2,200    867

Long-term bank loans

   2,505    301    14,592    16,447    17,097    16,748

Other long-term borrowings

      2,340    10,285    9,436    10,285    11,776
    
  
  
  
  
  

Bank loans and other borrowings

   4,705    3,508    24,877    25,883    29,582    29,391
    
  
  
  
  
  

 

During the six months ended 30 June 2006, the Group issued HK$1 billion of fixed rate notes under the Medium Term Note Programme to support the capital requirements of the electricity business in Hong Kong. The Group’s bank loans and other borrowings were repayable as follows:

 

     Bank Loans    Other Borrowings    Total
     30 June
2006
   31 December
2005
   30 June
2006
   31 December
2005
   30 June
2006
   31 December
2005
     HK$M    HK$M    HK$M    HK$M    HK$M    HK$M
                               

Within one year

   4,705    1,168       2,340    4,705    3,508

Between one and two years

   495    2,440          495    2,440

Between two and five years

   13,635    13,847          13,635    13,847

After five years

   462    160    10,285    9,436    10,747    9,596
    
  
  
  
  
  
     19,297    17,615    10,285    11,776    29,582    29,391
    
  
  
  
  
  

 

Bank loans and other borrowings totalling HK$11,168 million (December 2005: HK$12,572 million) were attributed to overseas subsidiaries and are non-recourse to the Company. Of these, secured loans for GPEC and Huaiji amounted to HK$629 million (December 2005: HK$575 million) and HK$225 million (December 2005: HK$228 million) respectively. Bank loans for GPEC are secured by fixed and floating charges over its assets while for Huaiji, they are secured by fixed assets and land use rights. Collateralised borrowings for GPEC are secured by trade receivables.

 

The carrying amounts of loans and borrowings approximate their fair values. The fair value of long-term borrowings is determined using the expected future payments discounted at market interest rates prevailing at the period end.

 

Loans and borrowings of the Group are predominantly in HK$ or AUD. The effective interest rates at the balance sheet date were as follows:

 

     30 June 2006    31 December 2005
     HK$    AUD    HK$    AUD
                     

Fixed rate loans and loans swapped to fixed rates

   4.2% - 6.2%    6.3% - 6.6%    4.2% - 7.1%    6.3% - 6.6%

Variable rate loans and loans swapped from fixed rates

   4.1% - 5.3%    6.4% - 6.7%    4.3% - 5.0%    6.1% - 6.4%

 

As at 30 June 2006, the Group has undrawn bank loan and overdraft facilities of HK$11,346 million (December 2005: HK$13,152 million).


19. Obligations under Finance Leases

 

Following the adoption of HKFRS - Interpretation 4, the Group has commitments under the finance lease arrangement with CAPCO in respect of the operational generating plants and associated fixed assets. Together with the acquisition of the MEB on 31 May 2005, the Group had obligations under finance leases repayable as follows:

 

     30 June
2006
 
 
  31 December
2005
 
 
     HK$M     HK$M  
              

Minimum lease payments

            

not later than one year

   4,878     4,601  

later than one year and not later than five years

   16,598     15,396  

later than five years

   29,626     25,614  
    

 

     51,102     45,611  

Future interest expenses on finance leases

   (27,620 )   (24,114 )
    

 

Present value of minimum lease payments

   23,482     21,497  
    

 

Present value of minimum lease payments

            

not later than one year

   1,912     1,803  

later than one year and not later than five years

   6,765     6,480  

later than five years

   14,805     13,214  
    

 

     23,482     21,497  
    

 

 

The effective interest rates of the finance lease obligations were based on the interest rate implicit in the lease.


SUPPLEMENTARY INFORMATION ON TREASURY ACTIVITIES

 

The Group has engaged in new financing activities in the first half of 2006 to support the continuous expansion of electricity business in Hong Kong.

 

In January 2006, through its wholly-owned subsidiary CLP Power Hong Kong Financing Limited, CLP Power Hong Kong issued HK$1 billion fixed rate notes due in 2016 with coupon rate at 4.75%. This issue was made under the Medium Term Note (MTN) Programme set up by CLP Power Hong Kong Financing Limited in 2002. Under the MTN Programme, notes in an aggregate amount of up to US$1.5 billion may be issued and will be unconditionally and irrevocably guaranteed by CLP Power Hong Kong.

 

As at 30 June 2006, financing facilities totalling HK$40.9 billion were available to the Group, including HK$15.2 billion for TRUenergy and GPEC. Of the available facilities, HK$29.6 billion had been drawn down, of which HK$10.9 billion was by TRUenergy and GPEC. Facilities totalling HK$7.8 billion were available to CAPCO, of which HK$7.1 billion had been drawn down.

 

Our total debt to total capital as at 30 June 2006 was 36.2% and interest cover was 8 times.

 

In May 2006, Moody’s upgraded CLP Power Hong Kong’s foreign currency issuer rating from A1 to Aa3 thereby matching CLP Power Hong Kong’s local currency rating and foreign currency bond rating. This followed Moody’s examination of corporate sector ratings throughout the Asia-Pacific region in light of a revision of its rating methodology for “Foreign-Currency Ceilings”.

 

In June 2006, S&P re-affirmed the long-term and short-term credit ratings of CLP Holdings at A/A-1 and CLP Power Hong Kong at A+/A-1 with stable outlook. It reflects CLP Holdings’ good financial profile, which is supported by good cash flows from our Hong Kong operations. S&P quoted in its credit rating reports that although negative regulatory developments for CLP’s Hong Kong operations could result in downward pressure on the rating, there is some scope for a modest reduction in the rate of return without a simultaneous reduction in credit rating in view of CLP Power Hong Kong’s good financial profile. S&P also re-affirmed the long-term credit ratings of CLP Australia Holdings Pty Ltd at A- with stable outlook.

 

In July 2006, Moody’s re-affirmed the long-term and short-term credit ratings of CLP Holdings at A1/P-1 and CLP Power Hong Kong at Aa3/P-1 with stable outlook. Moody’s recognised CLP Holdings’ solid liquidity profile, supported by the Group’s strong access to domestic and international bank capital markets, as well as its well-managed debt maturity profile. At the same time, Moody’s opined that CLP Holdings’ overall risk profile is tempered by the increasing financial leverage and business risks arising from the company’s diversification initiatives and overseas expansion.

 

The Group’s investments and operations have resulted in exposures to foreign currency risks, interest rate risks, credit risks and price risks associated with the sales and purchases of electricity in Australia. We actively manage such risks by using different derivative instruments with an objective to minimise the impact of exchange rate, interest rate and electricity price fluctuations on earnings, reserves and tariff charges to customers and monitor our risk exposures with the assistance of “Value-at-Risk” methodology. Other than certain electricity trading activities engaged by our CLP Australia business, all derivative instruments are employed solely for hedging purposes.


The fair value of the Group’s outstanding derivative instruments was at a net deficit of HK$142 million, which represents the net amount we would pay if these contracts were closed out on 30 June 2006.

 

CORPORATE GOVERNANCE

 

In the Corporate Governance Report dated 28 February 2006, which was published in our 2005 Annual Report, we reported that the Company had adopted its own Code on Corporate Governance (CLP Code) on 28 February 2005 which incorporated all of the Code Provisions and Recommended Best Practices in the “Code on Corporate Governance Practices” issued by the Hong Kong Stock Exchange (the Stock Exchange Code), save for one exception.

 

This single deviation from the Recommended Best Practices of the Stock Exchange Code relates to the recommendation that an issuer should announce and publish quarterly financial results. CLP issues quarterly statements which include turnover, interim dividends and progress in major business activities over the quarter. However, CLP does not issue quarterly financial results because in our judgment quarterly reporting does not bring significant benefits to shareholders. The considered reasons for this deviation were stated in the Corporate Governance Report on page 99 of the Company’s 2005 Annual Report.

 

In the Corporate Governance Report we also described the structure of CLP’s Corporate Governance Framework and how the various key players are involved in ensuring the application of good governance practices and policies within the CLP Group. The progress made in 2005 in the evolution of CLP’s corporate governance practices was set out in the Corporate Governance Report on page 100 of the Company’s 2005 Annual Report. In 2006, we made further progress in our corporate governance practices, including the establishment of a China Committee and the implementation of a development programme for Directors.

 

During the first half of 2006, two additional Non-executive Directors were appointed to the Board of CLP Holdings. Sir Roderick Ian Eddington was appointed an Independent Non-executive Director effective from 1 January 2006 and Mr. Jason Holroyd Whittle, an alternate to Mr. R. J. McAulay, was appointed a Non-executive Director on 9 May 2006. Directors’ biographies are set out on CLP’s website.

 

The composition of Board Committees remains the same as set out in the Corporate Governance Report (pages 104-106), save that Mr. J. S. Dickson Leach resigned from the Finance and General Committee on 1 April 2006 and Mrs. Betty Yuen, Group Director–Managing Director Hong Kong, and Mr. Richard McIndoe, Group Director–Managing Director Australia, were appointed Members of the Finance and General Committee with effect from 7 June 2006.

 

Following shareholders’ approval at the Company’s Annual General Meeting held on 25 April 2006, remuneration is payable to the Chairmen and Members (other than Executive Directors and Management) who serve on the Company’s SEE Committee and China Committee. Such remuneration is fixed at the levels shown below for each financial year until the Company in General Meeting otherwise determines and took effect from the date of the first meeting of the SEE Committee and China Committee on 1 December 2005 and 10 January 2006 respectively.


     HK$

Social, Environmental & Ethics Committee

    

Chairman

   30,000

Member

   20,000

China Committee

    

Chairman

   56,000

Member

   40,000

 

In respect of the year ended 31 December 2005, the Board considered CLP’s internal control system effective and adequate. Details of the standards, processes and effectiveness of CLP’s internal control system were set out in the Corporate Governance Report on pages 108 to 110 of the Company’s 2005 Annual Report.

 

Through our review of CLP Group’s system of internal control, we identified in the second quarter of 2006 a number of control deficiencies principally in relation to limited segregation of duties and weak general computer controls, mainly at TRUenergy, a newly acquired subsidiary. The bulk of those deficiencies have since been rectified, and we are not aware of any situation where these have been exploited to impact our financial position or results of operations. We shall retest all related controls starting in the third quarter of 2006, and we expect the retesting to be completed by 31 December 2006.

 

During the six months ended 30 June 2006 the Company met the Code Provisions set out in the Stock Exchange Code contained in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (Listing Rules).

 

The Audit Committee has reviewed the accounting principles and practices adopted by the Group and the unaudited condensed accounts for the six months ended 30 June 2006. All of the Audit Committee members are appointed from the Independent Non-executive Directors, with the Chairman and a member having appropriate professional qualifications and experience in financial matters.

 

Since 1989, the Company has adopted its own Code for Securities Transactions by Directors (CLP Securities Code), which is largely based on the Model Code set out in Appendix 10 of the Listing Rules. The CLP Securities Code also applies to Senior Management (comprising the three Executive Directors, Group Director - Managing Director Hong Kong, Group Director - Managing Director Australia, Group Director - Operations and Group Director - Corporate Development, whose biographies are set out on CLP’s website) and other “Specified Individuals” such as senior managers in the CLP Group. The CLP Securities Code has been updated from time to time to reflect new regulatory requirements as well as CLP Holdings’ strengthened regime of disclosure of interests in its securities.

 

The current CLP Securities Code is on terms no less exacting than the required standard set out in the Model Code.

 

All Directors and Senior Management have confirmed, following specific enquiry by the Company, that they have complied with the required standard set out in the Model Code and CLP Securities Code throughout the period from 1 January to 30 June 2006.


PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SHARES

 

There was no purchase, sale or redemption of the Company’s listed shares by the Company or any of its subsidiaries during the six months ended 30 June 2006.

 

INTERIM DIVIDEND

 

Directors today declared the second interim dividend of HK$0.50 per share (2005: HK$0.48 per share) which will be payable on 15 September 2006 to Shareholders registered as at the close of business on 7 September 2006. The dividend of HK$0.50 per share is payable on the existing 2,408,245,900 shares of HK$5.00 each in issue.

 

The Register of Shareholders will be closed on 8 September 2006. To rank for the second interim dividend of HK$0.50 per share, all transfers should be lodged with the Company’s Registrars, Computershare Hong Kong Investor Services Limited, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:00 p.m. on Thursday, 7 September 2006.

 

By Order of the Board

April Chan          

Company Secretary    

 

Hong Kong, 15 August 2006

 

The Interim Report containing financial statements and notes to the accounts will be published on the Company’s website www.clpgroup.com and the website of the Stock Exchange of Hong Kong on

22 August 2006 and despatched to shareholders on 1 September 2006.

 

 

 

CLP Holdings Limited

 

(incorporated in Hong Kong with limited liability)

(Stock Code: 002)

 

Non-executive Directors:   

The Hon. Sir Michael Kadoorie, Mr. W. E. Mocatta, Mr. J. S. Dickson Leach,

Mr. R. J. McAulay, Mr. J. A. H. Leigh, Mr. R. Bischof, Mr. I. D. Boyce, Mr. P. C. Tan

(Mr. Bradley W. Corson as his alternate) and Mr. Jason Whittle

Independent Non-executive

  Directors:

  

The Hon. Sir S. Y. Chung, Dr. William K. Fung, Mr. V. F. Moore, Mr. Hansen C. H. Loh,

Mr. Paul M. L. Kan, Professor Judy Tsui and Sir Rod Eddington

Executive Directors:    Mr. Andrew Brandler, Mr. Peter P. W. Tse and Dr. Y. B. Lee
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