謹慎性調查 Due-Diligence

機管局在12月1日在《跟進香港國際機場三跑道系統相關事宜小組委員會》(下稱《小組委員會》)的有關項目成本及填海造的會議上，被議員根據2011年滙豐財務顧問公司報告內容，質疑其三跑項目的內部回報率只得3厘，不符合一項獨立商業項目的投資要求 (both the 2-Runway Scenario and 3-Runway Scenario are not commercially viable on a purely financial basis with both scenarios demonstrating low IRRs and negative

NPVs) 。

《小組委員會》將於1 月 5 日 召開有關財務安排的續會。機管局串同滙豐財務顧問公司交出一份全面唱好的2015年版報告，說由於收取了機場建設費和其他環境改善，現時估計的內部回報率為8厘。先不說它做假，單以一份專業報告來說，它也有欺騙議員和公眾之嫌。因為，它完全略過了壓力測試中的不同組合(combinations )的結果；沒有不同場景(best to worse scenarios)的資金支出( capex)分析 ；沒有內部回報率和淨現值Net Present Value (NPV)的計算方法；沒有不同融資的成本計算；沒有指出在最惡劣情況下，機管局的可能應變方法。

辜勿論其不是，我們對即將舉行的《小組委員會》提出13問，其英文部份為2015年滙豐財務顧問公司報告。

關注 1：機管局三跑項目除計劃應付未來的新3千萬旅客人次外，它還有責任將三跑系統進一步增至5千萬旅客人次，其所需的資本開支( Capex )為何？

The 3RS is planned to cater for an additional 30 million passengers per annum. To allow for further passenger growth beyond this number, AAHK has included in its capital cost estimate the construction of essential enabling works to cater for any necessary expansion in the future to cope with a total of 50 million additional passengers per annum.  Page 10

關注2：廣深港高速鐵路香港段超支4成、蓮塘口岸項目超支5.5成，以顧問報告所指的三跑項目的高風險，其一旦超支超岀5成，機管局的應付能力會出現問題，其可行的方法為何？

  In case of downside situations which have a more severe financial impact than those considered in Section 6.2, and AAHK reasonably projects that a funding shortfall is likely to arise which cannot prudently be met with additional indebtedness, AAHK is recommended to revisit its financial plan. AAHK may look to develop other revenue streams or access alternative forms of financing other than senior debt.     Page 9

關注3：根據基準個案，機管局舉債690億已接近其上限，顧問所指的增加其他收入和優先債以外的方法為何？

HSBC considers that the incremental debt of HK$69bn to be near or at the estimation of the maximum level of debt that AAHK should include in the working case financial arrangement plan for 3RS in order to leave AAHK with the capacity to raise additional funding from debt to meet shortfalls in downside scenarios (if they arise) whilst complying with a reasonable interpretation of the principles of financial prudence and management standards set out in the AAO.    Page 35

關注4 ：HSBC ,Atkins, AECOM, Mott and L&S 等所發現的仍然存在，尚未解決的主要危機為何？

There are risks associated with the estimation of the costs of extensive works required. The work done to date by Atkins, AECOM, Mott and L&S has attempted to limit these risks by conducting thorough and professional planning. However, the consultants and HSBC have identified a number of key risks which still remain.  Page27

關注5：預計機場北商業區對資本開支和債務的要求為何？

Currently there are no costs related to the NCD construction or any revenue associated with the project within the financial model. Once further details on this project are developed, AAHK may need to revise its projections accordingly and adjust the financial plan if required.  Page 22

關注6：為何借貸成本由2011預計的約6.5%，大幅跌至5%？如果三跑債務不能在2047年前還清，機管局的處理方法為何？

The cost of debt has been assumed to be 6.5% per annum. This is higher than the rate at which the AAHK could borrow in the market today but recognises that benchmark rates are currently at historical lows. Given the long construction period, the historical average long term interest rates and credit spreads for borrowers similar to the AAHK, HSBC considers 6.5% to be a reasonable assumption for the average cost of borrowing of the AAHK over the financial projection period. -- HSBC 2011

For the underlying benchmark rate, HSBC has used the average historical yield on 10-year US Treasury since 2000, which is at approximately 3.8%. For the spread, HSBC has used the assumption of 1.2%, being the average mid-market spread over the US Treasury yield of AAHK’s most recent bond for the last 8 years prior to its maturity in 2013. Based on this analysis, the cost of borrowing is assumed at 5% in the financial model.-- HSBC 2015  Page 22

關注7 ：在當今的工程項目一般地超支的常態下，為何將三跑的應急款項由2成下調至1.5成，可否詳盡解釋其由。

Due to the significant amount of development work conducted since the completion of the MP2030 report, the contingency has been adjusted downward from 20% to 15%. Costs estimates will develop as the project moves from Scheme Design to Detailed Design.  Page 29

關注十：海沙的購置進度如何？為何政府出價超支現時私營公司進口海沙價格的一倍以上，而尚未能簽訂合約？深層水泥拌合法缺乏足夠承建商的情況為何？為何三跑的大部份工程項目缺乏投標競爭，有的甚至只得一家公司符合起碼要求？

HSBC also notes the potential for higher than expected cost escalations of the DCM works arising from the scale of the DCM operation proposed for the 3RS project. The DCM requirement for the 3RS project is substantial compared with the historic amount of DCM conducted globally to date, and therefore will require a significant portion of the entire DCM equipment available globally.

HSBC has been informed that whilst it is possible to adjust other forms of equipment to perform DCM work, it is unclear if such equipment would be as efficient or cost effective as dedicated machinery. Therefore, should there be a shortage of suitable equipment, it is possible that cost escalations or delays could result.  Page 28

HSBC notes the large scale of the project and understands that the procurement of fill materials required for the 3RS project is dependent on Hong Kong-Mainland governmental negotiations. HSBC notes the risk that these negotiations may take longer than expected or that the resultant price for materials may be higher than forecasted. If the PRC is unwilling to provide permits for any sand exports from its territory, the costs would be significantly higher for sand sources from other nearby Asian countries. A detailed sand procurement strategy would need to be developed, including the split of volume across different timeframes, number of suppliers to be used and amount of redundancy. HSBC gains comfort from the continuous coordination on all major projects between the HKG and Mainland administrations. HSBC also understands that HKG is working closely with Mainland authorities and AAHK on securing marine sand supply for the 3RS project.  Page 28

關注11：機管局可承受的 debt/EBITDA 和FFO/debt rate 為何？在什麼情況下，機管局的評級會下降，從而增加其借貸成本？

Reference：Funds From Operations (FFO) To Total Debt Ratio

One with modest risk has a ratio of 45 to 60; one with intermediate risk has a ratio of 30 to 45; one with significant risk has a ratio of 20 to 30; one with aggressive risk has a ratio of 12 to 20; and one with high risk has an FFO to total debt ratio below 12.

關注12：可否解釋其機管局在惡劣場景下的相應對策為何?

In order to maintain the underlying rating of AAHK within investment grade under severe downside scenarios, AAHK may consider including hybrid capital(Only non-dilutive and non-convertible forms in compliance with the Airport Authority Ordinance to be considered  ) in the overall funding plan. For avoidance of doubt the analysis presented above is based on senior debt only and does not reflect the benefits of hybrid capital funding on prospective underlying ratings.  Page34

關注13：當年興建新機場時，政府曾與機管局簽訂財務及其他支持文件( Support Agreement Relating to the Financing, Construction and Operation of the Airport.) 機管局有否需要與政府簽署附加財務支持文件？

HSBC understands that the management of AAHK will continue to consult the HKG on all appropriate matters relating to HKIA including its financial position as well as the formulation of specific funding options/debt vehicles. HSBC is aware AAHK management recognise that for AAHK as a major Public Sector Entity (“PSE”), its substantial debt issuance may impact on other HKG or PSE debt issuance being considered and therefore management will liaise with HKG and the Hong Kong Monetary Authority and will consider any appropriate approaches if such circumstances arise. Page34

關注14：機管局是否將三跑項目評為，風險極高項目(highly risked project)？

後語

可以預言，三跑項目的未來超支及延誤將比廣深港高速鐵路和香港段蓮塘口岸項目更嚴峻。機管局和政府不斷隱瞞事實，或將問題輕輕帶過。他們知道這是下一手的工作，沒有誘因讓他們財務盡職調查（Financial Due-Diligence），盡職調查(Due Diligence Investigation)，或對三跑項目謹慎性調查。