2014 Annual Report
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GREAT EAGLE HOLDINGS LIMITED GREAT Incorporated in Bermuda with limited liability (Stock Code: 41) Incorporated in Bermuda with limited liability (Stock Code: 41) ANNUAL REPORT 2014 Strategic Vision Growing Network Scan to view digital edition of this publication 33rd Floor, Great Eagle Centre 23 Harbour Road, Wanchai, Hong Kong ANNUAL REPORT 2014 ANNUAL REPORT Tel: 2827 3668 Fax: 2827 5799 www.greateagle.com.hk GROUP PROFILE The Great Eagle Group is one of Hong Kong’s leading property companies; the Group also owns and manages an extensive international hotel portfolio branded under The “Langham” and its affiliate brands. Headquartered in Hong Kong, the Group develops, invests in and manages high quality residential, office, retail and hotel properties in Asia, Australasia, North America and Europe. The Group’s principal holdings include a 61.7% interest (as at 31 December 2014) in Champion Real Estate Investment Trust, and a 58.2% interest (as at 31 December 2014) in Langham Hospitality Investments and Langham Hospitality Investments Limited (LHI). Champion Real Estate Investment Trust owns 1.64 million square feet of Grade-A commercial office space in Citibank Plaza in the Central business district of Hong Kong, as well as the office tower and shopping mall of Langham Place comprising a total floor area of 1.29 million square feet in the prime shopping district of Mongkok, Kowloon. As for LHI, it owns three high quality hotels in the heart of Kowloon, the 498-room Langham hotel in the prime shopping district of Tsimshatsui, the 666-room Langham Place hotel is located in the prime shopping area of Mongkok and is connected to the Langham Place Office and Mall, and the 465-room Eaton hotel, which is located on the busy arterial Nathan Road. The Group’s development projects include the luxury residential development project in Pak Shek Kok, Tai Po, Hong Kong. Total investment cost for the project will be approximately HK$7 billion. In the United States, the Group owns a 48.9% equity stake in the U.S. Real Estate Fund, which invests in office properties and residential developments in the U.S. The Group’s share of net asset value in the U.S. Real Estate Fund amounted to HK$788 million as at the end of 2014. In addition, the Group is the asset manager of the U.S. Real Estate Fund with an 80% stake in the asset management company of the Fund. The Group is also active in property management and maintenance services as well as building materials trading. The Group’s extensive international hotel portfolio currently comprises twenty- two luxury properties with more than 8,500 rooms, including sixteen luxury hotels branded under The Langham and Langham Place brands in the gateway cities of Hong Kong, London, New York, Chicago, Boston, Los Angeles, Sydney, Melbourne, Auckland, Shanghai, Beijing, Shenzhen, Guangzhou, Ningbo and Xiamen; six Eaton hotels in Washington D.C., Hong Kong, Shanghai, Toronto and New Delhi. All the hotels are managed by Langham Hotels International Limited, which is a wholly-owned subsidiary of Great Eagle. The Group was founded in 1963 with The Great Eagle Company, Limited as its holding company, shares of which were listed on the Hong Kong Stock Exchange in 1972. The Group underwent a re-organisation in 1990 and Great Eagle Holdings Limited, a Bermuda-registered company, became the listed company of the Group in place of The Great Eagle Company, Limited. The Group had a core profit after tax of approximately HK$1,919 million in the financial year 2014 and a net asset value (based on share of net assets of Champion Real Estate Investment Trust and LHI) of approximately HK$59 billion as of 31 December 2014. CONTENTS Corporate Information 2 Dividend Notice 3 Financial Highlights and Financial Calendar 4 Chairman’s Statement 7 Overview Business Review Financial Review Outlook Corporate Social Responsibility 30 Biographical Details of Directors and Senior Management 48 Corporate Governance Report 54 Report of the Directors 76 Independent Auditor’s Report 92 Consolidated Income Statement 94 Consolidated Statement of Comprehensive Income 95 Consolidated Statement of Financial Position 96 Company Statement of Financial Position 98 Consolidated Statement of Changes in Equity 99 Consolidated Statement of Cash Flows 101 Notes to the Consolidated Financial Statements 104 Appendix I – List of Major Properties 206 Appendix II – Five Years’ Financial Summary 210 Definitions 211 2 Annual Report 2014 GREAT EAGLE HOLDINGS LIMITED CORPORATE INFORMATION DIRECTORS LEGAL ADVISORS LO Ka Shui (Chairman and Managing Director) Appleby LO Kai Shui (Deputy Managing Director) Clifford Chance LO TO Lee Kwan# Dentons US LLP CHENG Hoi Chuen, Vincent* Mayer Brown JSM WONG Yue Chim, Richard* Shartsis Friese LLP LEE Pui Ling, Angelina* ZHU Qi* PRINCIPAL BANKERS LO Hong Sui, Antony Bank of China (Hong Kong) Limited LAW Wai Duen Citibank, N.A. LO Hong Sui, Vincent# Hang Seng Bank Limited LO Ying Sui# The Hongkong and Shanghai KAN Tak Kwong (General Manager) Banking Corporation Limited # Non-executive Directors REGISTERED OFFICE * Independent Non-executive Directors AUDIT COMMITTEE Canon’s Court, 22 Victoria Street Hamilton HM12 CHENG Hoi Chuen, Vincent (Chairman) Bermuda WONG Yue Chim, Richard PRINCIPAL PLACE OF BUSINESS IN LEE Pui Ling, Angelina HONG KONG ZHU Qi REMUNERATION COMMITTEE 33rd Floor, Great Eagle Centre 23 Harbour Road LEE Pui Ling, Angelina (Chairman) Wanchai, Hong Kong CHENG Hoi Chuen, Vincent Tel: (852) 2827 3668 WONG Yue Chim, Richard Fax: (852) 2827 5799 NOMINATION COMMITTEE PRINCIPAL SHARE REGISTRAR WONG Yue Chim, Richard (Chairman) MUFG Fund Services (Bermuda) Limited CHENG Hoi Chuen, Vincent The Belvedere Building LEE Pui Ling, Angelina 69 Pitts Bay Road Pembroke HM08 FINANCE COMMITTEE Bermuda LO Ka Shui (Chairman) BRANCH SHARE REGISTRAR IN LO Kai Shui HONG KONG KAN Tak Kwong Computershare Hong Kong Investor Services Limited COMPANY SECRETARY Shops 1712-1716 17th Floor, Hopewell Centre WONG Mei Ling, Marina 183 Queen’s Road East AUDITOR Wanchai, Hong Kong Email: [email protected] Deloitte Touche Tohmatsu WEBSITE www.GreatEagle.com.hk STOCK CODE 41 Annual Report 2014 GREAT EAGLE HOLDINGS LIMITED 3 DIVIDEND NOTICE FINAL DIVIDEND CLOSURE OF REGISTERS OF MEMBERS The Board of Directors recommended the payment of The Registers of Members of the Company will be a final dividend of HK47 cents per share (2013: HK43 closed during the following periods and during these cents per share and a special final dividend of HK50 periods, no transfer of shares will be registered: cents per share) for the year ended 31 December 2014 to the Shareholders whose names appear on (i) Entitlement to attend and vote at the the Registers of Members on Wednesday, 13 May 2015 Annual General Meeting 2015 subject to the approval of the Shareholders at For the purpose of ascertaining the the forthcoming 2015 Annual General Meeting. Shareholders’ entitlement to attend and vote at the 2015 Annual General Meeting, the Taken together with the interim dividend of HK27 Registers of Members of the Company will be cents per share paid on 17 October 2014, the total closed from Friday, 24 April 2015 to Thursday, dividend for the year 2014 is HK74 cents per share 30 April 2015, both days inclusive. (2013 total dividend: HK$2.16 per share, comprising an interim dividend of HK23 cents, a special interim In order to be eligible to attend and vote at dividend of HK$1.00, a final dividend of HK43 cents the 2015 Annual General Meeting, all properly and a special final dividend of HK50 cents). completed transfer forms accompanied by the relevant share certificates must be lodged with Shareholders will be given the option to receive the the branch share registrar of the Company proposed 2014 final dividend in new shares in lieu of in Hong Kong for registration not later than cash. The scrip dividend arrangement is subject to: 4:30 p.m. on Thursday, 23 April 2015. (1) the approval of proposed 2014 final dividend at the 2015 Annual General Meeting; and (2) the Stock (ii) Entitlement to the proposed 2014 Exchange granting the listing of and permission to final dividend deal in the new shares to be issued pursuant thereto. For the purpose of ascertaining the Shareholders’ entitlement to the proposed A circular containing details of the scrip dividend 2014 final dividend, the Registers of Members arrangement will be despatched to the Shareholders of the Company will be closed from Friday, 8 together with the form of election for scrip May 2015 to Wednesday, 13 May 2015, both dividend in May 2015. Dividend warrants and share days inclusive. certificates in respect of the proposed 2014 final dividend are expected to be despatched to the In order to qualify for the proposed 2014 Shareholders on 16 June 2015. final dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong for registration not later than 4:30 p.m. on Thursday, 7 May 2015. 4 Annual Report 2014 GREAT EAGLE HOLDINGS LIMITED FINANCIAL HIGHLIGHTS AND FINANCIAL CALENDAR Year ended 31 December 2014 2013 Key Financials on Income Statement HK$ Million HK$ Million Change Based on core business1 Revenue based on core business 5,594.4 5,418.9 3.2% Core profit after tax attributable to equity holders 1,919.2 1,679.9 14.2% Core profit after tax attributable to equity holders (per share) HK$2.93 HK$2.63 Based on statutory accounting principles2 Revenue based on statutory accounting principles 8,127.4 7,301.0 11.3% Statutory Profit attributable to equity holders 2,115.1 2,399.5 -11.9% Interim Dividend (per share) HK$0.27 HK$0.23 Final Dividend (per share) HK$0.47 HK$0.43 Special Dividend (per share) – HK$1.50 Total Dividend (per share) HK$0.74 HK$2.16 1 On the basis of core business, figures excluded fair value changes relating to the Group’s investment properties and financial assets, and were based on attributable distribution income from Champion REIT, Langham Hospitality Investments and Langham Hospitality Investments Limited (LHI) and the U.S.