LAI SUN DEVELOPMENT COMPANY LIMITED Year Ended 31 July 2019 Cover Photo 封面圖片 Alto Residences 藍塘傲 Contents
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Annual Report LAI SUN DEVELOPMENT COMPANY LIMITED Year ended 31 July 2019 Cover Photo 封面圖片 Alto Residences 藍塘傲 Contents 2 Corporate Information 3 Corporate Profile 4 Chairman’s Statement 15 Financial Highlights 17 Management Discussion and Analysis 45 Summary of Financial Information 47 Particulars of Major Properties 52 Environmental, Social and Governance Report 75 Corporate Governance Report 92 Biographical Details of Directors 98 Report of the Directors 120 Shareholders’ Information 121 Independent Auditor’s Report 126 Consolidated Income Statement 127 Consolidated Statement of Comprehensive Income 128 Consolidated Statement of Financial Position 130 Consolidated Statement of Changes in Equity 132 Consolidated Statement of Cash Flows 136 Notes to Financial Statements 300 Notice of Annual General Meeting Annual Report 2018 - 2019 LAI SUN DEVELOPMENT 1 Corporate Information PLACE OF INCORPORATION AUTHORISED REPRESENTATIVES Hong Kong Chew Fook Aun Chow Kwok Wor BOARD OF DIRECTORS SHARE REGISTRAR AND TRANSFER OFFICE Executive Directors Tricor Tengis Limited Level 54, Hopewell Centre Lam Kin Ngok, Peter, GBS (Chairman) 183 Queen’s Road East Chew Fook Aun (Deputy Chairman) Hong Kong Lau Shu Yan, Julius (Chief Executive Officer) Lam Hau Yin, Lester INDEPENDENT AUDITOR Tham Seng Yum, Ronald (appointed with effect from 19 August 2019) Ernst & Young Certified Public Accountants Non-executive Directors PRINCIPAL BANKERS Lam Kin Ming Agricultural Bank of China Limited U Po Chu Bank of China (Hong Kong) Limited The Bank of East Asia, Limited Independent Non-executive Directors China Construction Bank (Asia) Corporation Limited DBS Bank Ltd. Ip Shu Kwan, Stephen, GBS, JP Hang Seng Bank Limited Lam Bing Kwan The Hongkong and Shanghai Banking Corporation Limited Leung Shu Yin, William Industrial and Commercial Bank of China Limited Leung Wang Ching, Clarence, JP Shanghai Pudong Development Bank Co., Ltd. Standard Chartered Bank (Hong Kong) Limited AUDIT COMMITTEE United Overseas Bank Limited Leung Shu Yin, William (Chairman) SHARES INFORMATION Lam Bing Kwan Lam Kin Ming Place of Listing (ceased with effect from 25 October 2018) The Main Board of The Stock Exchange Leung Wang Ching, Clarence, JP of Hong Kong Limited (appointed with effect from 25 October 2018) Stock Code / Board Lot REMUNERATION COMMITTEE 488 / 300 Shares Leung Shu Yin, William (Chairman) Chew Fook Aun American Depositary Receipt Lam Bing Kwan CUSIP Number: 50731V102 COMPANY SECRETARY Trading Symbol: LSNVY ADR to Ordinary Share Ratio: 1:8 Chow Kwok Wor Depositary Bank: The Bank of New York Mellon REGISTERED OFFICE / PRINCIPAL OFFICE WEBSITE 11th Floor www.laisun.com Lai Sun Commercial Centre 680 Cheung Sha Wan Road INVESTOR RELATIONS Kowloon, Hong Kong Tel: (852) 2853 6116 Tel: (852) 2741 0391 Fax: (852) 2853 6651 Fax: (852) 2785 2775 E-mail: [email protected] 2 LAI SUN DEVELOPMENT Annual Report 2018 - 2019 Corporate Profile Lai Sun Development Company Limited is a member of the Lai Sun Group. The Company is well diversified and its principal activities include property investment, property development, investment in and operation of hotels and restaurants, media and entertainment, music production and distribution, films, video format products and television programmes production and distribution, cinema operation, cultural, leisure, entertainment and related facilities and investment holding. The Company was listed on The Stock Exchange of Hong Kong Limited in March 1988 following a reorganisation of the Group. LAI SUN GARMENT (INTERNATIONAL) LIMITED* 56.07% 67.56% 50.53% LAI SUN MEDIA ASIA eSUN LAI FUNG DEVELOPMENT 74.62% GROUP HOLDINGS HOLDINGS COMPANY HOLDINGS LIMITED* LIMITED* LIMITED* LIMITED# CINEMA PROPERTY PROPERTY OPERATION PROPERTY HOTELS RESTAURANTS** MEDIA & (OVERSEAS) (HONG KONG) (HONG KONG (MAINLAND ENTERTAINMENT & MAINLAND CHINA) CHINA), MEDIA & Caravelle Property Hotel Ho Chi Western/ ENTERTAINMENT, Property Property Development Property Minh City Asian Japanese International Investment Investment & Sales Management (Vietnam) Cuisine Cuisine Cuisine PROPERTY Property Investment (26.01%) & Development Property 100 339 Tai Hang Kolot Property Hong Kong Leadenhall Cheung Sha Road, Hong Services Ocean Park Chiu Tang Sushi CIAK-All Day Management Street, Wan Plaza Kong Limited Marriott Hotel Central Masataka Italian Hotels & Serviced London (100%) (100%) (100%) (100%) (67%) (63%) (67%) (100%) Apartments Alto Cultural, Leisure, 106 Ocean One, Residences Entertainment & Leadenhall Causeway Bay Yau Tong, Property China Tang Kaiseki Den by CIAK-In Street, Plaza 2 Kowloon Management Harbour City Saotome The Kitchen Related Facilities London (100%) (100%) Limited (60%) (59%) (62%) (100%) (50%) 107 Lai Sun 93 Pau China Tang Leadenhall Commercial Chung Street, Beefbar Street, Landmark (62%) London Centre Kowloon (50%) (100%) (100%) (100%) 1/2 8 Otto e CCB Tower, Monti, Howard’s Mezzo Central Hong Kong Gourmet BOMBANA, (50%) (100%) (50%) Hong Kong (37%) Opera AIA Central, Novi, Old Bazaar BOMBANA, Central Kowloon Kitchen Beijing (10%) (100%) (63%) (20%) Alto 1/2 Residences, Beijing 8 Otto e Tseung Howard’s Mezzo Kwan O, Gourmet BOMBANA, Kowloon (67%) Shanghai (50%) (13%) Sun’s Tai Kei Leng Bazaar Prohibition Project Pacific Place (100%) (100%) (67%) Sun’s Hang On Bazaar KiKi Zest by Street Project Tea Telford Konishi (100%) Plaza (67%) (69%) KiKi Noodle Bar Takumi by IFC Daisuke Mori (67%) (100%) KiKi Noodle Bar K11 MUSEA (67%) KiKi Noodle Bar Shanghai Hong Kong Plaza (67%) Canton Bistro (100%) * Listed on the Main Board of The Stock Exchange of Hong Kong Limited # Listed on GEM of The Stock Exchange of Hong Kong Limited ** Operated under various subsidiaries and associates Corporate structure as at 25 October 2019 Note: The above chart excludes the 0.005% interest held by Lai Sun Development Company Limited in Lai Fung Holdings Limited as equity investment. Annual Report 2018 - 2019 LAI SUN DEVELOPMENT 3 Chairman’s Statement DR. LAM KIN NGOK, PETER CHAIRMAN I am pleased to present the audited consolidated results of Lai Sun Development Company Limited (the “Company”) and its subsidiaries (collectively, the “Group”) for the year ended 31 July 2019. OVERVIEW OF FINAL RESULTS For the year ended 31 July 2019, the Group recorded turnover of HK$6,493.9 million (2018: HK$1,693.0 million) and a gross profit of HK$2,305.4 million (2018: HK$970.3 million). The significant increase is primarily due to (i) consolidation of eSun’s financial results into the accounts of the Group upon the close of the eSun Offer in August 2018; and (ii) recognition of property sales during the year under review from completed residential projects in Hong Kong. Set out below is the turnover by segment: For the year ended 31 July 2019 2018 Difference (HK$ million) (HK$ million) (HK$ million) % change Property investment 1,357.1 704.5 652.6 92.6% Property development and sales 2,279.8 0.4 2,279.4 569,850.0% Restaurant operation 514.8 514.0 0.8 0.2% Hotel operation 686.1 424.0 262.1 61.8% Media and entertainment 591.8 — 591.8 N/A Film production and distribution 326.0 — 326.0 N/A Cinema operation 521.1 — 521.1 N/A Others 217.2 50.1 167.1 333.5% Total 6,493.9 1,693.0 4,800.9 283.6% 4 LAI SUN DEVELOPMENT Annual Report 2018 - 2019 OVERVIEW OF FINAL RESULTS (CONTINUED) For the year ended 31 July 2019, net profit attributable to owners of the Company was approximately HK$4,842.9 million (2018: HK$4,335.2 million). The increase is primarily a mix of (i) a significant decrease in the fair value gain arising from the revaluations of the Group’s investment properties for the year ended 31 July 2019 as compared to last year; (ii) substantial net gain from bargain purchase in acquisition of subsidiaries and the loss on remeasurement of existing interest on an associate upon business combination recognised during the year under review, which arose from the Company’s acquisition of additional equity interest in eSun upon close of eSun Offer and eSun becoming a subsidiary of the Company during the year under review; and (iii) increased profit contribution from recognition of the sales of properties during the year under review. Basic earnings per share was HK$7.988 (2018: HK$7.159). Excluding the effect of property revaluations and non-recurring transactions during the year under review, net profit attributable to owners of the Company was approximately HK$452.7 million (2018: HK$188.5 million). Net profit per share excluding the effect of property revaluations and non-recurring transactions during the year under review was HK$0.747 (2018: HK$0.311). For the year ended 31 July Profit attributable to owners of the Company 2019 2018 HK$ million HK$ million Reported 4,842.9 4,335.2 Less: Adjustments in respect of revaluation gains of investment properties held by — the Company and subsidiaries (552.8) (2,410.4) — associates and joint ventures (129.5) (1,736.0) — deferred tax on investment properties 28.6 — — non-controlling interests’ share of revaluation movements less deferred tax 0.2 — Net profit after tax excluding revaluation gains of investment properties 4,189.4 188.8 Less: Adjustments in respect of non-recurring transactions — loss on remeasurement of existing interest in an associate upon business combination 2,930.3 — — gain on bargain purchase upon acquisition of subsidiaries (6,667.0) — — reversal of provision for tax indemnity — (0.3) Net profit after tax excluding revaluation gains of investment properties and excluding non-recurring transactions 452.7 188.5 Equity attributable to owners of the Company as at 31 July 2019 amounted to HK$35,827.7 million, up from HK$31,158.7 million as at 31 July 2018. Net asset value per share attributable to owners of the Company increased by 14.9% to HK$59.076 per share as at 31 July 2019 from HK$51.410 per share as at 31 July 2018.