2016 Annual Report
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FINANCIAL HIGHLIGHTS Revenue and Prot Attributable to 2016 2015 Change Equity Holders of the Company Revenue (Continuing operations) Prot Attributable to Equity Holders of the Company Performance 6,000 Earnings per share HK$1.14 HK$3.04 -62% Dividends per share 5,000 - Interim HK$0.60 HK$0.60 – - Final – HK$2.00 -100% 4,000 HK$0.60 HK$2.60 -77% 3,000 HK$’mil HK$’mil HK$’ million HK$’ Revenue 2,000 - Hong Kong TV broadcasting 2,707 3,105 -13% - Hong Kong digital new media 1,000 business 230 170 35% - Programme licensing and 0 distribution 1,019 951 7% 2012 2013 2014 2015 2016 - Overseas pay TV operations 169 186 -9% YEAR - Channel operations 90 105 -14% Earnings & Dividends# Per Share - Other activities 191 129 48% - Inter-segment elimination (196) (191) 2% Earnings per Share Dividends# per Share 4,210 4,455 -5% 4.5 HK$’mil HK$’mil 4 Segment (loss)/profit* 3.5 - Hong Kong TV broadcasting (71) 551 N/A 3 - Hong Kong digital new media business (29) 41 N/A 2.5 - Programme licensing and HK$ 2 distribution 444 410 8% - Overseas pay TV operations (40) (30) 31% 1.5 - Channel operations 2 18 -87% 1 - Other activities 27 11 151% 0.5 - Corporate support (33) – N/A - Inter-segment elimination 1 (1) N/A 0 2012 2013 2014 2015 2016 301 1,000 -70% YEAR # excluding special dividend Total expenses∆ 3,888 3,439 13% 2016 Revenue by Operating Segment Profit attributable to equity holders 500 1,331 -62% % relating to 2015 are shown in brackets 31 December 31 December Hong Kong TV 2016 2015 broadcasting HK$’mil HK$’mil 63% (69%) Total assets 12,357 9,113 36% Programme Total liabilities 5,127 1,277 301% licensing and Total equity 7,230 7,836 -8% distribution 21% (19%) Number of issued shares 438,000,000 438,000,000 – Other activities Ratios 4% (2%) Current ratio 10.1 8.8 Gearing 53.1% 3.0% Overseas Channel Hong Kong digital pay TV operations new media business * excluding non-recurring income/(expenses) operations 2% (2%) 6% (4%) ∆ represented the total of cost of sales, selling, distribution and transmission costs and general and administrative 4% (4%) expenses CONTENTS 2 CORPORATE INFORMATION 4 CHAIRMAN’S STATEMENT 6 GROUP CEO REPORT REVIEW OF OPERATIONS 9 Hong Kong TV Broadcasting 24 Hong Kong Digital New Media Business 27 Other Hong Kong Operations 31 Programme Licensing and Distribution 32 Overseas Operations – OTT and Pay TV ENVIRONMENTAL, SOCIAL AND 34 GOVERNANCE REPORT 44 FINANCIAL REVIEW CORPORATE GOVERNANCE 54 Directors and Senior Management 60 Report of the Directors 73 Corporate Governance Report FINANCIAL INFORMATION 94 Five-Year Financial Review 95 Independent Auditor’s Report 100 Audited Financial Statements Television Broadcasts Limited Annual Report 2016 1 CORPORATE INFORMATION BOARD OF DIRECTORS REMUNERATION COMMITTEE Dr. Raymond OR Ching Fai Chairman CHAIRMAN Dr. Charles CHAN Kwok Keung Dr. Charles CHAN Kwok Keung Dr. William LO Wing Yan VICE CHAIRMAN NOMINATION COMMITTEE LI Ruigang Dr. Raymond OR Ching Fai Chairman Anthony LEE Hsien Pin EXECUTIVE DIRECTORS Dr. William LO Wing Yan Mark LEE Po On Group Chief Executive Officer Dr. Allan ZEMAN CHEONG Shin Keong General Manager RISK COMMITTEE NON-EXECUTIVE DIRECTORS Dr. Raymond OR Ching Fai Chairman Dr. Charles CHAN Kwok Keung Mark LEE Po On LI Ruigang CHEONG Shin Keong Mona FONG Dr. William LO Wing Yan Anthony LEE Hsien Pin Professor Caroline WANG Chia-Ling CHEN Wen Chi Thomas HUI To SENIOR MANAGEMENT INDEPENDENT NON-EXECUTIVE DIRECTORS Mark LEE Po On Group Chief Executive Officer Dr. Raymond OR Ching Fai SBS, JP CHEONG Shin Keong General Manager Dr. William LO Wing Yan JP Desmond CHAN Shu Hung Deputy General Manager Professor Caroline WANG Chia-Ling (Legal and International Operations) Dr. Allan ZEMAN GBM, GBS, JP Felix TO Chi Hak Deputy General Manager (Programme and Production) Adrian MAK Yau Kee Chief Financial Officer and Company BOARD COMMITTEES Secretary EXECUTIVE COMMITTEE Dr. Charles CHAN Kwok Keung Chairman COMPANY SECRETARY Adrian MAK Yau Kee Mark LEE Po On Email: [email protected] CHEONG Shin Keong Fax: +852 2358 1337 CHEN Wen Chi Thomas HUI To REGISTERED OFFICE AUDIT COMMITTEE TVB City, 77 Chun Choi Street Dr. William LO Wing Yan Chairman Tseung Kwan O Industrial Estate Anthony LEE Hsien Pin Kowloon, Hong Kong Dr. Raymond OR Ching Fai Professor Caroline WANG Chia-Ling 2 Television Broadcasts Limited Annual Report 2016 AUDITOR AMERICAN DEPOSITARY RECEIPTS PricewaterhouseCoopers BNY Mellon Shareowner Services 22/F, Prince’s Building P. O. Box 30170 Central, Hong Kong College Station TX 77842–3170 USA LEGAL ADVISER Stephenson Harwood 18/F, United Centre INVESTOR RELATIONS 95 Queensway, Hong Kong Email: [email protected] Fax: +852 2358 1337 PRINCIPAL BANKERS Shanghai Commercial Bank Limited WEBSITE Bank of Communications Co., Ltd. www.corporate.tvb.com Standard Chartered Bank (Hong Kong) Limited The Hongkong and Shanghai Banking Corporation Limited CORPORATE CALENDAR Chong Hing Bank Limited The Bank of East Asia, Limited FOR HOLDERS OF US$500,000,000 AGGREGATE Bank of China (Hong Kong) Limited PRINCIPAL AMOUNT OF 3.625 PERCENT GUARANTEED NOTES DUE 2021 ISSUED BY TVB FINANCE LIMITED SHARE REGISTRARS AND TRANSFER OFFICE INTEREST PAYMENT FOR 2017 Computershare Hong Kong Investor Services Limited 1st interest payment: 11 April 2017 Shops 1712–1716, 17th Floor 2nd interest payment: 11 October 2017 Hopewell Centre MATURITY DATE 183 Queen’s Road East 11 October 2021 Wan Chai, Hong Kong STOCK CODES TVB Ordinary Shares The Stock Exchange of Hong Kong: 00511 Reuters: 0511.HK Bloomberg: 511 HK TVB ADR Level 1 Programme: TVBCY TVB Finance Guaranteed Notes The Stock Exchange of Hong Kong: 04577 ISIN: XS1495978329 Common Code: 149597832 Television Broadcasts Limited Annual Report 2016 3 CHAIRMAN’S STATEMENT DR. CHARLES CHAN KWOK KEUNG On behalf of the Board of Directors of Television at the offer price of HK$35.075 per share (“Offer”) Broadcasts Limited (“Board”), I would like to report the which requires a cash outlay of HK$4,209 million. This results for the financial year ended 31 December 2016. Offer supersedes an earlier proposal announced on 24 January 2017. Having considered other possible PERFORMANCE, CAPITAL, AND investment alternatives, the Board decided that the DIVIDEND share buy-back, if implemented after receiving due approval, would enhance shareholders’ value as the For the year, the Group reported a profit attributable share buy-back will have an accretive effect in the to equity holders of HK$500 million (2015: HK$1,331 Group’s earnings per share. The Offer is currently million), which represented a decrease of 62% over subject to the regulatory process and the date for an last year, and an earnings per share of HK$1.14 (2015: extraordinary general meeting has not been fixed. HK$3.04). These results are consistent with the Board announcement on 7 December 2016, which alerted The Board had declared on 24 August 2016 an interim our shareholders to the business trends. We attribute dividend of HK$0.60 per share for the year ended 31 the decline in profit to a weak advertising market in December 2016. However, the Board has resolved to Hong Kong; start-up costs associated with our new defer the proposal for further dividend to the next businesses; and certain exceptional gains in 2015 Board meeting immediately following the outcome of which were not repeated. the Offer for the share buy-back. The Offer will clearly have an impact on the number of Shares in issue and The low-interest-rate environment during 2016 the balance of cash and distributable reserves that presented us with the opportunity to issue an the Company has for any such dividend. The Company unsecured guaranteed notes raising US$500 million at expects that, barring unforeseen circumstances, the a coupon of 3.625%. This transaction was successfully agenda for the forthcoming annual general meeting of completed in October 2016. With a much stronger the Company will include matters relating to dividend. cash position, the Board felt increased confidence to implement new business initiatives and corporate transactions in furtherance of the Company’s business. BUSINESS REVIEW Hong Kong’s economic downturn has persisted since On 13 February 2017, the Board announced a revised the last quarter of 2014, dampening local consumer share buy-back proposal to repurchase 120 million spending and the retail market. We are experiencing shares out of 438 million shares (representing one of the most difficult operating environments approximately 27.40% of the total number of shares) in our history. Our traditional business of terrestrial 4 Television Broadcasts Limited Annual Report 2016 TV broadcasting has been disrupted by a sluggish Amongst many of our initiatives, TVB, Staff and advertising market, the aftermath of media content Artistes Fund for Charities Limited (“Fund”), set up globalisation, and the changing viewing habits of our by the Company, has been running independently audience. The Board fully supports management to since 2013. The Fund has to date provided much innovate and adapt to changes. Since the beginning needed financial support to over 500 local families and of 2016, the Company has strategically extended nearly 17,000 under-privileged individuals through the distribution of programmes into digital new sponsorships. media both in Hong Kong and overseas. Thanks to the support of our viewers, we have achieved initial BOARD APPOINTMENT successes in garnering over 3 million users of myTV SUPER service in Hong Kong. On 17 October 2016, Mr. Li Ruigang was appointed Vice Chairman and Non-executive Director of the Launched in April 2016, myTV SUPER has become the Company. I wish to warmly welcome Mr.