TAXATION
Details of taxation of the Company and the Group are set out in notes 15 and 26 to the financial statements prepared under IFRS.
RESERVES
Movements in the reserves of the Company and the Group during the year are set out in note 43 to the financial statements prepared under IFRS.
EMPLOYEES AND EMPLOYEES’ PENSION SCHEME
As at 31 December 2008, the Group had an aggregate of 46,209 employees (2007: 45,474). Details of the employees’ retirement and housing benefits are set out in notes 11 and 45 to the financial statements prepared under IFRS.
SUBSIDIARIES
Details of the principal subsidiaries of the Company are set out in note 56 to the financial statements prepared under IFRS.
SHARE CAPITAL STRUCTURE
Change in Share Capital
In 2008, the Company completed the 2007 issue of new shares by the conversion of share premium on the basis of 5 new shares for every 10 existing shares of the Company then held (“Bonus Shares Issue”). There were 2,187,089,000 new shares issued and a total of 6,561,267,000 issued shares after completion of the Bonus Shares Issue. Save for the
above, there was no change in the share capital of the Company.
Share Capital Structure
Approximate
Type of shares Number of shares percentage of total share capital
(%)
1.
A Shares with selling restrictions 3,300,000,000 50.30
2.
H S h a r e s 1,761,267,000 26.84
3.
A Shares without selling restrictions 1,500,000,000 22.86
Total share capital 6,561,267,000 100.00
ANNUAL REPORT 2008 21
Report of the Directors
SUBSTANTIAL SHAREHOLDERS
As at 31 December 2008, to the knowledge of the Directors and supervisors (the “Supervisors”) of the Company, the
interests and short positions of the following persons (other than the Directors, chief executive or Supervisors) in the
shares and underlying shares that are required to be recorded pursuant to section 336 of the Securities and Futures
Ordinance (the “SFO”) are set out below:
%ofthetotal % of the total % of the total
issuedshare issued H Shares issued AShares
Typeof Numberof capitalof oftheCompany oftheCompany
Nameofshareholders shareholding Typeofshares sharesheld theCompany Shortposition
CSAHC Directholding AShareswith 3,300,000,000 – 68.75% 50.30% – sellingrestrictions
HKSCCNomineesLimited Directholding HShares 1,739,679,397 98.77% – 26.51% –
Notes:
Based on the information available to the Directors and Supervisors of the Company (including such information as was available on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and so far as the Directors and Supervisors are aware, as at 31 December 2008:
1.
Among the 1,739,679,397 H Shares held by HKSCC Nominees Limited, CSAHC had an interest in an aggregate of 5,350,000 H Shares through Asia Travel Investment Company Limited, a wholly-owned subsidiary of CSAHC in Hong Kong (representing approximately 0.3% of its then total issued H Shares).
2.
Among the 1,739,679,397 H Shares held by HKSCC Nominees Limited, J.P. Morgan Fleming Asset Management Holdings Inc. had an interest in an aggregate of 70,912,000 (106,368,000 after the completion of the Bonus Shares Issue) H Shares (representing approximately 6.04% of its then total issued H Shares). According to the information as disclosed on the website of the Hong Kong Stock Exchange and so far as the Directors and Supervisors were aware, J.P. Morgan Fleming Asset Management Holdings Inc. held its interest in the Company in the following manners:
(a)
70,162,000 (105,243,000 after the completion of the Bonus Shares Issue) H Shares, representing approximately 5.98% of the Company’s then total issued H Shares, were held by JF Asset Management Limited. JF Asset Management Limited was 99% held by J.P. Morgan Fleming Asset Management Holdings Inc, the ultimate holding company, through JP. Morgan Fleming Asset Management (Asia) Inc.(a wholly owned subsidiary of J.P. Morgan Fleming Asset Management Holdings Inc).; and
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