(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 ANNUAL REPORT Year ended 31 July 2018 二零一八年七月三十一日止 年度報告 Weathering challenges with steady rental portfolio 攻堅克難 租賃組合表現穩健 Cover Photo: May Flower 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 — 五月花生活廣場 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 42 Corporate Governance Report 57 Biographical Details of Directors 62 Report of the Directors 84 Shareholders’ Information 85 Financial Section 221 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 Tricor Tengis Limited U Po Chu Level 22, Hopewell Centre Andrew Y. Yan 183 Queen’s Road East Independent Non-executive Directors Hong Kong Low Chee Keong (Chairman) Lo Kwok Kwei, David INDEPENDENT AUDITOR Ng Lai Man, Carmen Ernst & Young Alfred Donald Yap Certified Public Accountants AUDIT COMMITTEE Ng Lai Man, Carmen (Chairwoman) PRINCIPAL BANKERS Low Chee Keong Bank of China Limited Alfred Donald Yap 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 Industrial and Commercial Bank of China Limited Ng Lai Man, Carmen Oversea-Chinese Banking Corporation Limited Alfred Donald Yap Shanghai Pudong Development Bank Co., Ltd. United Overseas Bank Limited AUTHORISED REPRESENTATIVES Chew Fook Aun LISTING INFORMATION Lui Siu Tsuen, Richard Shares COMPANY SECRETARY The issued shares of the Company are listed and traded on Wong Lai Chun the Main Board of The Stock Exchange of Hong Kong Limited REGISTERED OFFICE Clarendon House Stock Code/Board Lot 2 Church Street 571/2,000 shares Hamilton HM 11 Bermuda PRINCIPAL OFFICE WEBSITE 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 eSun Holdings Limited CORPORATE PROFILE Lai Sun Garment (International) Limited* 56.10% Lai Sun Development Company Limited* 77.38% eSun Holdings Limited* Cinema Operation Media and Property (Hong Kong & Entertainment (Mainland China) Mainland China) 67.56% 50.60% Media Asia Group Lai Fung Holdings Limited# Holdings Limited* • Property Investment • Property Development Artiste Events Television Distribution of • Property Management Others Management Management Music Movie 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 GEM of The Stock Exchange of Hong Kong Limited Corporate Structure as at 25 October 2018 Note: The above chart excludes the 0.005% interest held by Lai Sun Development Company Limited in Lai Fung Holdings Limited as equity investment. 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, 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 GEM 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 the principal activities of MAGHL and its subsidiaries 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 50.60%-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 and 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. ANNUAL REPORT 2017-2018 3 CHAIRMAN’S STATEMENT Continuously explore strategic alliances and investment opportunities to enrich the Group’s portfolio and broaden its income stream 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 2018. OVERVIEW OF ANNUAL RESULTS For the year ended 31 July 2018, the Group recorded a turnover of HK$2,183.9 million, representing a decrease of 18.4% from that of HK$2,677.4 million last year. The decrease is primarily due to lower 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 2018 as compared to last year. The gross profit decreased by approximately 6.3% to HK$1,013.4 million (2017: HK$1,081.4 million). For the year ended 31 July 2018, net profit attributable to owners of the Company was approximately HK$263.8 million (2017: HK$514.2 million). Basic earnings per share was HK$0.177 (2017: HK$0.378). The significant decrease in net profit attributable to owners of the Company for the year under review is primarily due to: (a) a lower tax indemnity amount received by Lai Fung from Lai Sun Development Company Limited (“LSD”, the controlling shareholder of the Company as at 31 July 2018) pursuant to the tax indemnity deed in connection with the listing of Lai Fung on The Stock Exchange of Hong Kong Limited in 1997; (b) a lower fair value gain arising on the cross currency swaps in relation to Lai Fung’s RMB1.8 billion senior notes which matured in April 2018; (c) the absence of a gain on disposal of an available-for-sale investment; and (d) a consolidated loss from Media Asia Group Holdings Limited (“MAGHL”, a non-wholly-owned subsidiary of the Company) and its subsidiaries (collectively, “MAGHL Group”) owing to unsatisfactory performance of the films released by MAGHL Group during the year under review. 4 eSun Holdings Limited CHAIRMAN’S STATEMENT Net loss attributable to owners of the Company for the year ended 31 July 2018 excluding the effect of property revaluations was approximately HK$108.2 million (2017: net profit of HK$145.1 million). Net loss per share attributable to owners of the Company excluding the effect of property revaluations was HK$0.073 per share (2017: net profit of HK$0.107 per share). For the year ended 31 July Profit/(loss) attributable to owners of the Company 2018 2017 HK$’million HK$’million Reported 263.8 514.2 Adjustments in respect of investment properties Revaluation of properties (496.1) (493.9) Deferred tax on investment properties 124.0 123.5 Non-controlling interests’ share of revaluation movements less deferred tax 0.1 1.3 Net profit/(loss) after tax and tax indemnity excluding revaluation gains of investment properties (108.2) 145.1 Equity attributable to owners of the Company as at 31 July 2018 amounted to HK$9,259.5 million (31 July 2017: HK$9,118.2 million). Net asset value per share attributable to owners of the Company increased by 1.6% to HK$6.207 per share as at 31 July 2018 from HK$6.112 per share as at 31 July 2017. FINAL DIVIDEND The board of directors of the Company (“Board”) does not recommend the payment of a dividend for the year ended 31 July 2018 (2017: Nil). ANNUAL REPORT 2017-2018 5 eSun Holdings Limited 5 CHAIRMAN’S STATEMENT BUSINESS REVIEW AND OUTLOOK Media and Entertainment/Film Production and Distribution/Cinema Operation The Mainland China entertainment market continues to grow at an unprecedented pace. The Group continues to expand its media and entertainment businesses in Mainland China, optimising income from its film, TV, live entertainment, artiste management, music and cinema in this fast growing market. The Group is well positioned to capitalise on this trend with its solid foundation in the industry. • Film – continued drive to increase original production of films which appeal to Chinese language audiences.