ANNUAL REPORT Year Ended 31 July 2017 二零一七年七月三十一日止 年度報告
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eSun Holdings Limited (Incorporated in Bermuda with limited liability 於百慕達註冊成立之有限公司) Stock Code 股份代號: 571 豐德麗控股有限公司 ANNUAL REPORT Year ended 31 July 2017 二零一七年七月三十一日止 年度報告 eSun Holdings Limited 豐德麗控股有限公司 (Incorporated in Bermuda with limited liability) Annual Report 2016-2017 (於百慕達註冊成立之有限公司) 11/F., Lai Sun Commercial Centre, 680 Cheung Sha Wan Road Kowloon, Hong Kong 香港九龍長沙灣道六百八十號麗新商業中心十一樓 Tel 電話 : (852) 2741 0391 Fax 傳真 : (852) 2785 2775 Website 網址 : http://www.esun.com E-mail 電子郵件 : [email protected] 年報 Stock Code on Hong Kong Stock Exchange: 571 於香港聯合交易所股份代號: 571 Weathering challenges with diligent execution 良策力行 攻堅克難 Cover Photo Hong Kong Plaza — A property of the Company’s subsidiary Lai Fung Holdings Limited located at Shanghai, China 封面圖片 本公司附屬公司麗豐控股有限公司 位於中國上海之物業 — 香港廣場 CONTENTS 2 Corporate Information 3 Corporate Profile 4 Chairman’s Statement 12 Financial Summary and Highlights 16 Management Discussion and Analysis 24 Particulars of Major Properties 28 Environmental, Social and Governance Report 38 Corporate Governance Report 52 Biographical Details of Directors 58 Report of the Directors 76 Shareholders’ Information 77 Financial Section 213 Notice of Annual General Meeting CORPORATE INFORMATION PLACE OF INCORPORATION SHARE REGISTRAR AND TRANSFER Bermuda OFFICE IN BERMUDA MUFG Fund Services (Bermuda) Limited BOARD OF DIRECTORS The Belvedere Building Executive Directors 69 Pitts Bay Road Pembroke HM08 Lui Siu Tsuen, Richard (Chief Executive Officer) Bermuda Chew Fook Aun Lam Hau Yin, Lester Yip Chai Tuck BRANCH SHARE REGISTRAR AND Non-executive Directors TRANSFER OFFICE IN HONG KONG U Po Chu Tricor Tengis Limited Andrew Y. Yan Level 22, Hopewell Centre 183 Queen’s Road East Independent Non-executive Directors Hong Kong Low Chee Keong (Chairman) Lo Kwok Kwei, David Ng Lai Man, Carmen INDEPENDENT AUDITOR Alfred Donald Yap Ernst & Young Certified Public Accountants AUDIT COMMITTEE Ng Lai Man, Carmen (Chairwoman) Low Chee Keong PRINCIPAL BANKERS Alfred Donald Yap Bank of China Limited The Bank of East Asia, Limited China CITIC Bank Corporation Limited REMUNERATION COMMITTEE DBS Bank Ltd., Hong Kong Branch Low Chee Keong (Chairman) Hang Seng Bank Limited Chew Fook Aun The Hongkong and Shanghai Banking Corporation Limited Lui Siu Tsuen, Richard Oversea-Chinese Banking Corporation Limited Ng Lai Man, Carmen United Overseas Bank Limited Alfred Donald Yap AUTHORISED REPRESENTATIVES LISTING INFORMATION Chew Fook Aun Shares Lui Siu Tsuen, Richard The issued shares of the Company are listed and traded on COMPANY SECRETARY the Main Board of The Stock Exchange of Hong Kong Limited Wong Lai Chun REGISTERED OFFICE Stock Code/Board Lot Clarendon House 571/2,000 shares 2 Church Street Hamilton HM 11 Bermuda WEBSITE PRINCIPAL OFFICE www.esun.com 11th Floor, Lai Sun Commercial Centre 680 Cheung Sha Wan Road Kowloon, Hong Kong INVESTOR RELATIONS Tel: (852) 2853 6116 Tel: (852) 2741 0391 Fax: (852) 2853 6651 Fax: (852) 2785 2775 E-mail: [email protected] 2 ANNUAL REPORT 2016-2017 CORPORATE PROFILE Lai Sun Garment (International) Limited* 53.32% Lai Sun Development Company Limited* 36.94% eSun Holdings Limited* Cinema Operation Media Property Cosmetic (Hong Kong & and Entertainment (Mainland China) Mainland China) 67.56% 50.80% Media Asia Group Lai Fung Holdings Limited# Holdings Limited* • Property Investment • Property Development Artiste Events Television Distribution of • Property Management Others Music Movie Management Management Drama Film & Video • Hotels and Serviced Apartments • Cultural, Leisure, Entertainment and Related Facilities * Listed on the Main Board of The Stock Exchange of Hong Kong Limited # Listed on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited Corporate Structure as at 19 October 2017 eSun Holdings Limited (“Company”) is a member of the Lai Sun Group which was established in Hong Kong in 1947. The Company acted as an investment holding company and the principal activities of its subsidiaries include the development, operation of and investment in media and entertainment, music production and distribution, the investment in and production and distribution of television programmes, films and video format products, cinema operation, the sale of cosmetic products, property development for sale and property investment for rental purposes as well as the development and operation of and investment in cultural, leisure, entertainment and related facilities. Since 9 June 2011, Media Asia Group Holdings Limited (“MAGHL”, formerly known as “Rojam Entertainment Holdings Limited”) has become a subsidiary of the Company. MAGHL is a company listed on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (“Stock Exchange”) (Stock Code: 8075). The Company currently holds about 67.56% of the issued shares in MAGHL and its principal activities include film production and distribution; organisation, management and production of concerts and live performances; artiste management; production and distribution of television programmes; music production and publishing; licensing of media contents; provision of consultancy services in planning and management of cultural, entertainment and live performance projects. In addition, the Company’s 50.80%-owned subsidiary, Lai Fung Holdings Limited (“Lai Fung”), is a company listed on the Main Board of the Stock Exchange (Stock Code: 1125). The principal activities of Lai Fung and its subsidiaries consist of property development for sale, property investment for rental purposes, and development and operation of and investment in cultural, leisure, entertainment and related facilities in Mainland China. In August 2013, the Company acquired an 85% equity interest in Intercontinental Group Holdings Limited (“IGHL”, formerly known as “Kadokawa Intercontinental Group Holdings Limited”) which has become a subsidiary of the Company. IGHL is one of the leading film and video distribution companies in Hong Kong, releasing around 30 films every year and distributing a variety of video products. IGHL is also one of the leading multiplex cinema operators in Hong Kong, operating a total of 12 cinemas in Hong Kong and Mainland China as well as having a 30% joint venture interest in The Grand Cinema at the Elements, MTR Kowloon Station. eSun Holdings Limited 3 CHAIRMAN’S STATEMENT Well positioned to capitalise “on the trend with its solid foundation in the industry” Low Chee Keong Chairman I am pleased to present the audited consolidated results of eSun Holdings Limited (“Company”) and its subsidiaries (collectively, “Group”) for the year ended 31 July 2017. OVERVIEW OF ANNUAL RESULTS For the year ended 31 July 2017, the Group recorded a turnover of HK$2,677.4 million, representing a decrease of 20.5% from HK$3,369.3 million last year. The decrease is primarily due to less turnover from sale of properties of Lai Fung Holdings Limited (“Lai Fung”, a non-wholly-owned subsidiary of the Company) and its subsidiaries (collectively, “Lai Fung Group”) for the year ended 31 July 2017 as compared to last year. The gross profit decreased by approximately 21.5% to HK$1,081.4 million (2016: HK$1,378.2 million). For the year ended 31 July 2017, net profit attributable to owners of the Company was approximately HK$514.2 million (2016: HK$80.8 million). Basic earnings per share was HK$0.378 (2016: HK$0.065). The increase in net profit attributable to owners of the Company for the year under review is a mix of: (a) lower operating profit due to lower recognised property sales from Lai Fung Group; (b) increased profit contribution from the property sales of Lai Fung’s joint venture project; (c) higher revaluation gain arising from the revaluation of the Lai Fung Group’s investment properties; (d) tax indemnity amount received by Lai Fung from Lai Sun Development Company Limited (the controlling shareholder of the Company) pursuant to the tax indemnity deed in connection with the listing of Lai Fung on The Stock Exchange of Hong Kong Limited in 1997; and (e) gain on disposal of the Group’s entire interest in 1,480,994 Series C Preferred shares in Pony Media Holdings Inc. in March 2017. Net profit attributable to owners of the Company for the year ended 31 July 2017 excluding the effect of property revaluations was approximately HK$145.1 million (2016: net loss of HK$121.3 million). Net profit per share attributable to owners of the Company excluding the effect of property revaluations was HK$0.107 per share. 4 ANNUAL REPORT 2016-2017 CHAIRMAN’S STATEMENT Excluding the effect of property revaluations, fair value gains on cross currency swaps and the ineffective portion of the effective hedge recognised in profit or loss, net profit attributable to owners of the Company for the year ended 31 July 2017 amounted to HK$92.4 million (2016: net loss of HK$116.3 million). Net profit per share attributable to owners of the Company excluding the effect of property revaluations, fair value gains on cross currency swaps and the ineffective portion of the effective hedge recognised in profit or loss was HK$0.068 per share. For the year ended 31 July Profit/(loss) attributable to owners of the Company 2017 2016 HK$’million HK$’million Reported 514.2 80.8 Adjustments in respect of investment properties Revaluation of properties (493.9) (270.5) Deferred tax on investment properties 123.5 67.6 Non-controlling interests’ share of revaluation movements less deferred tax 1.3 0.8 Net profit/(loss) after tax and tax indemnity excluding revaluation gains of investment properties 145.1 (121.3) Adjustment in respect of fair value gains on cross currency swaps (56.7) – Adjustment in respect of ineffective portion of the effective hedge recognised in profit or loss 4.0 5.0 Net profit/(loss) after tax and tax indemnity excluding adjustments in respect of investment properties, fair value gains on cross currency swaps and ineffective portion of the effective hedge recognised in profit or loss 92.4 (116.3) eSun Holdings Limited 5 CHAIRMAN’S STATEMENT Equity attributable to owners of the Company as at 31 July 2017 amounted to HK$9,118.2 million (31 July 2016: HK$8,599.3 million).