FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: Emperor International Holdings Limited 英皇國際集團有限公司（於百慕達註冊成立之有限公司） 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00163 | 說明 | | | | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 500,000,000,000 | HKD | | 0.01 | HKD | | 5,000,000,000 | | 增加 / 減少 (-) | | | | 0 | | | HKD | | 0 | | 本月底結存 ...

[Corporate Information and Key Dates](index=2&type=section&id=Corporate%20Information%20and%20Key%20Dates) The report provides core corporate details including board members, auditors, and key dates such as the annual results announcement and AGM - The report provides core corporate information as of June 27, 2025, including the list of board and committee members, company secretary, auditors, principal bankers, registered office, and principal place of business[6](index=6&type=chunk)[7](index=7&type=chunk)[11](index=11&type=chunk) - Key dates listed include the annual results announcement date (June 27, 2025) and the Annual General Meeting date (August 15, 2025)[12](index=12&type=chunk)[13](index=13&type=chunk) [Results Summary](index=5&type=section&id=Results%20Summary) This section provides a high-level overview of the company's financial performance, highlighting key revenue and loss figures Results Summary (Continuing Operations) | Metric (Continuing Operations) | 2025 (HK$ Thousand) | 2024 (HK$ Thousand, Restated) | | :--- | :--- | :--- | | **Total Revenue** | **1,375,878** | **972,553** | | - Property Development | 641,186 | 141,773 | | - Property Investment | 734,692 | 830,780 | | Fair Value Loss on Investment Properties | (1,540,936) | (1,298,022) | | EBITDA | 454,372 | 558,515 | | **Loss Attributable to Owners of the Company** | **(2,320,872)** | **(2,091,408)** | | Basic Loss Per Share | (0.50) HK$ | (0.57) HK$ | [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's insights into the company's financial performance, market conditions, and business operations [Results](index=6&type=section&id=RESULTS) The Group's total revenue significantly increased to HK$1.38 billion this year, driven by a 352.2% surge in property development sales, yet a substantial fair value loss on investment properties expanded the loss from continuing operations to HK$2.32 billion, with total loss reaching HK$4.74 billion including discontinued operations Revenue Breakdown | Revenue Category | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | YoY Change | | :--- | :--- | :--- | :--- | | **Total Revenue (Continuing Operations)** | **1,375,900** | **972,600** | **+41.5%** | | Property Development Sales | 641,200 | 141,800 | +352.2% | | Rental Income | 734,700 | 830,800 | -11.6% | - Despite revenue growth, the loss attributable to owners of the company from continuing operations expanded to **HK$2.32 billion** (2024: HK$2.09 billion) due to fair value losses on investment properties[18](index=18&type=chunk)[22](index=22&type=chunk) - Including losses from discontinued operations (primarily the spin-off of Emperor Entertainment Hotel), the total loss attributable to owners of the company was **HK$4.74 billion**, compared to a loss of HK$2.05 billion in the prior year[18](index=18&type=chunk)[22](index=22&type=chunk) [Market Review](index=6&type=section&id=MARKET%20REVIEW) The Hong Kong property market saw a weak recovery, with policy relaxations and interest rate cuts offering temporary boosts to residential sales, while the retail sector faced challenges from changing consumption patterns and a strong HKD - The Hong Kong property market has not yet seen a strong recovery, but the removal of cooling measures and interest rate cuts positively impacted new residential sales, while talent admission schemes also stimulated housing demand[19](index=19&type=chunk)[23](index=23&type=chunk) - The local retail market was affected by changing consumption patterns and a strong Hong Kong dollar, leading local residents to prefer overseas spending, with commercial leasing and office demand continuing to slow[20](index=20&type=chunk)[23](index=23&type=chunk) [Business Review](index=6&type=section&id=BUSINESS%20REVIEW) The Group's core businesses are property development and investment, with strong sales from projects like `One Jardine's Lookout` and `SouthSky` contributing significantly to revenue, while its over 2.4 million sq ft investment property portfolio maintained high occupancy in Hong Kong [Property Sales](index=7&type=section&id=Property%20Sales) Property sales performed strongly this year, with `One Jardine's Lookout` fully pre-sold for approximately HK$950 million, and `SouthSky` and `Central 8` contributing HK$470 million and HK$160 million in sales revenue respectively - The `One Jardine's Lookout` project in Happy Valley received an enthusiastic market response, with all units having signed sales agreements totaling approximately **HK$951 million**, and related revenue is expected to be recognized in the first half of the next fiscal year[27](index=27&type=chunk)[29](index=29&type=chunk) - The `SouthSky` project in Aberdeen delivered **75 units** this year, recognizing sales revenue of **HK$473 million**[32](index=32&type=chunk)[33](index=33&type=chunk) - The `Central 8` project in Mid-Levels delivered **28 units** this year, recognizing sales revenue of **HK$165 million**[35](index=35&type=chunk)[36](index=36&type=chunk) [Rental Income](index=10&type=section&id=Rental%20Income) The Group's diversified investment property portfolio, totaling over 2.4 million sq ft across Hong Kong, Mainland China, Macau, and London, maintained over 90% occupancy in Hong Kong, with HK$1.24 billion in property sales strengthening its financial position - The Group's investment properties in Hong Kong maintained an occupancy rate of over **90%**, including several high-quality commercial and retail properties such as Emperor Group Centre and The Pulse[45](index=45&type=chunk)[46](index=46&type=chunk)[49](index=49&type=chunk) - During the year, the Group completed multiple property sales in Hong Kong, covering commercial, retail, residential, and industrial units, with a total consideration of approximately **HK$1.242 billion**, and net proceeds used to strengthen its financial position[47](index=47&type=chunk)[49](index=49&type=chunk) - The Group holds significant investment properties outside Hong Kong, including Emperor Group Centre in Beijing, Emperor Nam Van Centre in Macau, and several properties on Oxford Street in London[53](index=53&type=chunk)[56](index=56&type=chunk)[58](index=58&type=chunk) [Prospects](index=12&type=section&id=PROSPECTS) The Group anticipates continued challenges in retail and office leasing due to global interest rate uncertainties, but will adapt its property launch schedule to capitalize on Hong Kong's limited land supply and housing demand - Facing global interest rate uncertainties, the Group will closely monitor the market and adjust the launch schedule of development projects as appropriate to seize opportunities in the residential market[60](index=60&type=chunk)[62](index=62&type=chunk) - Retail and office leasing businesses are expected to continue facing challenges, and the Group will maintain business stability through close communication with tenants and flexible strategy adjustments[61](index=61&type=chunk)[63](index=63&type=chunk) [Financial and Other Information](index=13&type=section&id=FINANCIAL%20AND%20OTHER%20INFORMATION) The Group executed significant capital maneuvers this year, including the spin-off of Emperor Entertainment Hotel via a special interim dividend and a rights issue raising HK$456 million, which, despite reducing net assets, aimed to strengthen its financial position, resulting in a net gearing ratio of 44.4% - The company declared a special interim dividend by way of distribution in specie of its shares in Emperor Entertainment Hotel (296.HK), after which Emperor Entertainment Hotel ceased to be a subsidiary of the Group[65](index=65&type=chunk)[67](index=67&type=chunk) - The company completed a rights issue, issuing approximately **1.84 billion** rights shares at HK$0.25 per share on the basis of one rights share for every two existing shares, raising net proceeds of approximately **HK$456 million** for working capital expansion and business development[66](index=66&type=chunk)[68](index=68&type=chunk) Financial Metrics | Financial Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Net Assets | HK$ 16.943 Billion | HK$ 21.608 Billion | | Net Assets Per Share | HK$ 3.1 | HK$ 5.9 | | Cash and Bank Balances | HK$ 0.640 Billion | HK$ 1.494 Billion | | Total External Borrowings | HK$ 17.234 Billion | HK$ 20.213 Billion | | Net Gearing Ratio | 44.4% | 40.2% | - As of March 31, 2025, the Group had pledged assets with a carrying value of **HK$31.186 billion** as collateral for bank financing[75](index=75&type=chunk)[78](index=78&type=chunk) [Biographies of Directors and Senior Management](index=15&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the backgrounds, experiences, and appointments of the company's board members and senior management, including executive and independent non-executive directors - This chapter provides detailed biographies of the company's board members and senior management, including their backgrounds, experience, and appointments within and outside the Group, such as Ms. Luk Siu Man, Non-executive Director and Chairperson, Mr. Yeung Ching Lung, Executive Director and Vice Chairperson, Ms. Fan Man Seung, Executive Director and Managing Director, and several Independent Non-executive Directors[83](index=83&type=chunk)[86](index=86&type=chunk)[89](index=89&type=chunk) [Directors' Report](index=19&type=section&id=Directors%27%20Report) The Directors' Report covers key corporate actions, including the declaration of a special interim dividend through the spin-off of Emperor Entertainment Hotel and significant related party transactions - This year, the company declared a special interim dividend by way of distribution in specie of Emperor Entertainment Hotel shares, but the Board does not recommend the payment of any final dividend (2024: HK$0.003 per share)[99](index=99&type=chunk)[104](index=104&type=chunk) - As of March 31, 2025, Dr. Albert Yeung Sau Shing is deemed to hold approximately **74.71%** of the company's shares through a private discretionary trust established by him, making him the ultimate controlling shareholder of the company[142](index=142&type=chunk)[143](index=143&type=chunk)[156](index=156&type=chunk) - The report details several significant related party transactions, including ongoing leasing agreements and financial services agreements with other members of the Emperor Group, as well as major disposals of Accurate Choice Developments Limited (for **HK$1.14 billion**) and King Hero Investments Limited (for **HK$79.8 million**) to related parties[160](index=160&type=chunk)[163](index=163&type=chunk)[174](index=174&type=chunk) [Corporate Governance Report](index=37&type=section&id=Corporate%20Governance%20Report) The company reports full compliance with the Corporate Governance Code, highlighting its board composition with a majority of independent non-executive directors and outlining key risk management strategies - The company reported full compliance with all code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules during the current financial year[205](index=205&type=chunk) - The Board of Directors comprises six directors, including one non-executive director, two executive directors, and three independent non-executive directors, with the number of independent non-executive directors exceeding one-third of the Board, ensuring independence[213](index=213&type=chunk)[216](index=216&type=chunk) Key Risks and Mitigation Strategies | Key Risk | Mitigation Strategies/Control Measures | | :--- | :--- | | **Changes in Social, Economic, and Political Environment** | Closely monitor macroeconomic changes and adjust business strategic plans | | **Investment Strategy Risk** | Manage investment decisions through rigorous risk-return assessment, due diligence, and project monitoring | | **Sustainability of Rental Income** | Maintain a balanced and high-quality tenant portfolio, ensure property market competitiveness through timely renovations, and collaborate closely with tenants | | **Business/Portfolio Concentration in Hong Kong** | Achieve geographical diversification through investments in Macau, Mainland China, and London, and maintain a diversified property type portfolio | | **Property Development Risk** | Actively participate in land auctions, implement sound bidding policies, strictly monitor project costs, and diversify risks through joint venture structures | | **Cybersecurity** | Establish an IT security committee, conduct regular system scans and patching, filter malicious emails, and provide relevant training | | **Financing Costs and Liquidity** | Implement strict cash and treasury management, maintain diversified financing channels, and foster good relationships with banks | [Independent Auditor's Report](index=65&type=section&id=Independent%20Auditor%27s%20Report) The auditor issued a "disclaimer of opinion" due to insufficient audit evidence regarding the Group's ability to continue as a going concern, primarily stemming from significant overdue bank borrowings and covenant breaches - **The auditor issued a "disclaimer of opinion" on the audit report.** This was due to the inability to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the Group's ability to continue as a going concern[370](index=370&type=chunk)[371](index=371&type=chunk)[374](index=374&type=chunk) - The basis for the disclaimer of opinion is that the Group incurred a loss of **HK$4.84 billion** during the year, and as of March 31, 2025, bank borrowings totaling **HK$16.6 billion** were overdue and/or in breach of loan agreement terms, which may cast significant doubt on the Group's ability to continue as a going concern[373](index=373&type=chunk)[375](index=375&type=chunk) - Although management has formulated several plans (such as financial restructuring with banks and disposal of specific properties) to improve liquidity, these plans are still in preliminary stages and lack definitive agreement support, thus the auditor could not assess the likelihood of success of these plans or the appropriateness of the going concern assumption[377](index=377&type=chunk)[378](index=378&type=chunk)[381](index=381&type=chunk) [Consolidated Financial Statements](index=69&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's comprehensive financial performance and position, including the statement of profit or loss, financial position, cash flows, and detailed notes [Consolidated Statement of Profit or Loss](index=69&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) The Group's total revenue reached HK$1.38 billion this year, but high property sales costs and a HK$1.54 billion fair value loss on investment properties resulted in a HK$2.32 billion loss from continuing operations, with the total annual loss reaching HK$4.84 billion after including HK$2.52 billion from discontinued operations Consolidated Statement of Profit or Loss | Item (HK$ Thousand) | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | **Total Revenue** | **1,375,878** | **972,553** | | Gross Profit | 472,508 | 714,110 | | Fair Value Change on Investment Properties | (1,540,936) | (1,298,022) | | Loss Before Tax (Continuing Operations) | (2,356,463) | (2,121,769) | | **Loss for the Year (Continuing Operations)** | **(2,320,872)** | **(2,091,408)** | | (Loss) Profit from Discontinued Operations | (2,520,057) | 62,831 | | **Total Loss for the Year** | **(4,840,929)** | **(2,028,577)** | | **Loss Attributable to Owners of the Company** | **(4,743,204)** | **(2,046,666)** | [Consolidated Statement of Financial Position](index=71&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were HK$37.39 billion, total liabilities HK$20.44 billion, and net assets HK$16.94 billion, with a significant net current liability of HK$13.08 billion due to HK$18.82 billion in current liabilities, indicating severe short-term liquidity pressure Consolidated Statement of Financial Position | Item (HK$ Thousand) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **37,385,204** | **46,587,839** | | - Non-current Assets | 31,646,813 | 39,074,069 | | - Current Assets | 5,738,391 | 7,513,770 | | **Total Liabilities** | **20,442,192** | **23,040,697** | | - Current Liabilities | 18,820,063 | 9,377,739 | | - Non-current Liabilities | 1,622,129 | 13,662,958 | | **Net Current Liabilities** | **(13,081,672)** | **(1,863,969)** | | **Net Assets** | **16,943,012** | **23,547,142** | | **Total Equity** | **16,943,012** | **23,547,142** | - Due to overdue bank borrowings or breaches of terms, a significant portion of previously non-current bank borrowings (**HK$16.6 billion**) was reclassified as current liabilities, causing current liabilities to surge from **HK$9.38 billion** to **HK$18.82 billion**, which is the primary reason for liquidity pressure[398](index=398&type=chunk)[433](index=433&type=chunk) [Consolidated Statement of Cash Flows](index=75&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group generated HK$1.18 billion in net cash from operating activities and HK$420 million from investing activities this year, but financing activities resulted in a HK$2.45 billion net cash outflow, primarily for bank loan repayments, leading to an HK$850 million net decrease in cash and cash equivalents, ending the period with HK$640 million Consolidated Statement of Cash Flows | Item (HK$ Thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 1,179,053 | 535,705 | | Net Cash from Investing Activities | 422,892 | 2,176,366 | | Net Cash from Financing Activities | (2,454,975) | (3,525,447) | | **Net Decrease in Cash and Cash Equivalents** | **(853,030)** | **(813,376)** | | Cash and Cash Equivalents at Beginning of Period | 1,479,449 | 2,311,133 | | **Cash and Cash Equivalents at End of Period** | **639,588** | **1,479,449** | [Notes to the Consolidated Financial Statements](index=78&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the Group's financial position and performance, covering key accounting policies, significant judgments, and estimates, with particular focus on going concern uncertainties, investment property valuations, bank borrowings, and related party transactions - **Material Uncertainty Related to Going Concern (Note 3.1.1):** The note explicitly states that as of March 31, 2025, the Group had **HK$16.6 billion** in bank borrowings that were overdue or in breach of terms, which constitutes a material uncertainty regarding its ability to continue as a going concern; management is addressing liquidity risks through financial restructuring negotiations with banks, property disposals, and cost control measures[433](index=433&type=chunk)[435](index=435&type=chunk)[438](index=438&type=chunk) - **Valuation of Investment Properties (Note 15):** The fair value of the Group's investment properties decreased from **HK$34.39 billion** to **HK$29.79 billion**, with a net decrease in fair value of **HK$1.80 billion** recorded during the year, which is one of the primary factors contributing to the Group's loss[743](index=743&type=chunk) - **Bank Borrowings (Note 33):** As of March 31, 2025, total bank borrowings of **HK$16.6 billion** were entirely classified as current liabilities due to being overdue or in default, whereas only HK$6.43 billion was current in the prior year[861](index=861&type=chunk) [Five-year Financial Summary](index=194&type=section&id=Five-year%20Financial%20Summary) This section provides a condensed overview of the Group's key financial performance and position metrics over the past five fiscal years, highlighting trends in revenue, losses, assets, and liabilities Five-year Financial Summary | Item (HK$ Thousand) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 1,375,878 | 1,761,815 | 1,210,682 | 2,329,324 | 1,317,082 | | **Loss for the Year** | (4,840,929) | (2,028,577) | (2,201,586) | (739,642) | (870,286) | | **Loss Attributable to Owners of the Company** | (4,743,204) | (2,046,666) | (2,141,983) | (469,329) | (767,448) | | **Total Assets** | 37,385,204 | 46,587,839 | 51,128,055 | 54,705,505 | 60,249,122 | | **Total Liabilities** | (20,442,192) | (23,040,697) | (25,319,733) | (25,938,002) | (30,846,341) | | **Equity Attributable to Owners of the Company** | 16,943,012 | 21,607,927 | 23,887,196 | 26,765,814 | 27,069,470 | [Summary of Properties](index=195&type=section&id=Summary%20of%20Properties) This section provides a detailed listing of the Group's principal property portfolio as of March 31, 2025, including investment properties, investment properties under development, and properties held for sale - This chapter details the Group's principal property portfolio as of March 31, 2025, including investment properties, investment properties under development, and properties held for sale, with the list covering key information such as property location, usage, floor area, Group's interest, and land lease terms[1023](index=1023&type=chunk)[1031](index=1031&type=chunk)[1034](index=1034&type=chunk)

Core Viewpoint - The financial crisis faced by Emperor International (HK.00163) is highlighted by Deloitte's rare warning of "significant uncertainty regarding going concern," as the company grapples with a staggering HKD 16.6 billion in overdue bank loans and only HKD 639 million in cash remaining, leading to a dramatic 98% drop in market value from its peak [1][3][4]. Group 1: Company Background and Historical Context - Yang Shoucheng, the founder of Emperor International, began his business journey in 1964 with a watch shop and later expanded into real estate and entertainment, establishing a diversified empire [2][3]. - The turning point for Yang came in 1973 when he integrated his watch and jewelry business with real estate, leading to significant profits from property development [2][3]. - After facing a major setback during the 1983 Hong Kong dollar crisis, Yang rebuilt his empire in the 1990s, expanding into various sectors including entertainment, where he developed a network of stars and invested in major films [3][4]. Group 2: Financial Crisis and Key Metrics - Emperor International has reported six consecutive years of losses, accumulating a total loss of HKD 13.8 billion, with a current stock price of HKD 0.201, representing a 98% decline in market value from its peak [3][4]. - Approximately 80% of the company's assets are concentrated in prime commercial real estate in Hong Kong, which has become a liability amid a significant downturn in the property market [4]. - The Hong Kong property market has seen residential prices drop by 23% since their peak in 2021, while commercial real estate has faced even steeper declines, with vacancy rates for prime office spaces reaching 12.3% and rental income dropping by 38% [4]. Group 3: Crisis Causes and Strategic Missteps - The crisis was exacerbated by Emperor International's deep ties with Evergrande, leading to significant investments in real estate that became trapped during a market downturn [4]. - In 2023, despite the entertainment division facing severe challenges, the company made a risky decision to invest nearly HKD 5 billion in real estate, resulting in low occupancy rates and insufficient rental income to cover loan interest [4][5]. - The company's attempts to liquidate assets to manage debt have included selling properties at steep discounts, with expectations of further price reductions in a frozen market [5]. Group 4: Industry Implications - The situation reflects the broader challenges faced by the traditional "real estate + entertainment" business model in Hong Kong, highlighting the risks associated with excessive leverage and market dependency [5].

Core Viewpoint - Hong Kong developer Emperor International has revised its debt restructuring plan, seeking to extend the loan maturity period [1] Group 1 - The company is facing challenges in its current debt obligations and is actively working to modify its financial strategy [1] - The proposed changes aim to provide the company with more flexibility in managing its debts and improving its financial stability [1] - This move reflects broader trends in the real estate sector in Hong Kong, where developers are increasingly looking for ways to navigate financial pressures [1]

Core Viewpoint - The financial troubles of Emperor International (00163.HK), a subsidiary of Emperor Group, have come to light, with a reported loss exceeding 4 billion HKD and overdue loans amounting to 16.6 billion HKD, raising concerns about the company's future and its impact on related businesses [2][6]. Financial Performance - Emperor International reported a total revenue of 1.376 billion HKD from continuing operations for the fiscal year ending March 31, 2025, with property development sales revenue increasing by 352.2% to 641 million HKD, primarily driven by sales from specific projects [3]. - The company recorded a loss attributable to shareholders of 23.21 billion HKD from continuing operations, and a total loss of 47.43 billion HKD, compared to a loss of 20.47 billion HKD in the previous year [4]. Debt Situation - As of March 31, 2025, Emperor International had 16.605 billion HKD in overdue bank loans, which could lead to immediate repayment demands from banks, classifying these loans as current liabilities [6]. - The overdue loans not only increase financial costs due to penalties but also severely impact the company's credit rating, making future financing more difficult and expensive [6]. Impact on Related Businesses - The financial crisis at Emperor International has negatively affected the stock prices of other Emperor Group companies, with significant declines observed in Emperor Jewelry, Emperor Entertainment Hotel, and Emperor Cultural Industry [7]. - Emperor Cultural Industry reported a total revenue decline to 243 million HKD for the six months ending December 31, 2024, down from 267 million HKD in the previous year, with a net loss of 56.8 million HKD [8]. Strategic Adjustments - Emperor International is attempting to offload non-performing assets, including the distribution of shares in Emperor Entertainment Hotel as a special dividend, which will remove these assets from its balance sheet [5]. - The company has also been adjusting its cinema operations, closing underperforming locations while opening new ones in more promising areas [9].

Core Viewpoint - The company, Emperor International, reported a significant financial loss for the fiscal year ending March 31, 2025, with a total revenue of HKD 13.76 billion and a loss attributable to shareholders of HKD 47.43 billion, raising concerns about its overdue bank loans totaling HKD 16.6 billion [1][2][6]. Financial Performance - Emperor International has experienced continuous losses for six consecutive years, accumulating a total loss of HKD 138.12 billion since 2020, with the latest fiscal year recording the highest loss of HKD 47.43 billion [2][3]. - The total revenue for the fiscal year 2025 was HKD 1.375 billion, compared to HKD 972.55 million in 2024, indicating a year-on-year increase [3]. - The company reported a gross profit of HKD 472.51 million for 2025, down from HKD 714.11 million in 2024 [3]. Debt Situation - As of March 31, 2025, Emperor International had HKD 16.6 billion in overdue bank loans, which have been classified as current liabilities due to potential immediate repayment demands from banks [6][8]. - The company is currently negotiating with banks for a financial restructuring plan to alleviate liquidity risks and improve its financial situation [8]. Market Conditions - The Hong Kong property market has not shown significant recovery despite some positive influences such as the lifting of market suppression measures and interest rate cuts, with ongoing weak consumer confidence affecting local retail and commercial leasing [4][5]. - The company noted that while there has been a slight recovery in the sale of new residential properties, the overall market remains sluggish [3][4]. Management Response - Emperor International is taking proactive measures to manage administrative and operational costs while planning to enhance liquidity through the sale of investment properties and rental income over the next 12 months [8]. - The company has a strong asset base and established relationships with banks, which are expected to facilitate the financial restructuring process [8].

Group 1: Company Developments - Emperor International, under the Yang family, reported a significant financial crisis with HKD 16.6 billion in overdue bank loans, leading to a rare "disclaimer of opinion" from Deloitte on its financial statements, causing a sharp decline in stock price [1][17][18] - New World Development announced a refinancing deal worth HKD 88.2 billion to extend debt maturities to 2028, providing temporary relief from financial distress [1][16] - The resignation of Zheng Zhi Gang, the third-generation successor of the Cheng family, marks a significant leadership change, following his previous resignation from executive roles [1][3] Group 2: Financial Performance - New World Development reported a shareholder loss of approximately HKD 19.68 billion for the fiscal year 2024 and a further loss of over HKD 6.6 billion in the first half of fiscal year 2025 [11][12] - Emperor International faced a substantial loss of HKD 4.743 billion for the fiscal year 2025, a 131.7% increase in losses compared to the previous year, primarily due to fair value losses on investment properties [20][21] Group 3: Market Context - Both companies are experiencing crises that reflect broader challenges in the Hong Kong real estate market, including rising interest rates and a shift from a landlord to a service provider model [24] - The residential market in Hong Kong shows signs of weak recovery, with a slight increase in property prices, while the commercial sector continues to face oversupply and declining demand [24]

Group 1: Film Industry - The film "Ne Zha" (also known as "Ne Zha 2") has achieved a total box office of 15.445 billion yuan and 324 million viewers, breaking 113 records and earning 308 milestone achievements, marking it as a legendary film in history [1] Group 2: Financial Performance of Emperor Group - Emperor International reported a significant loss of 4.743 billion HKD for the fiscal year 2024/2025, an increase of 131.75% year-on-year, leading to a sharp decline in its stock prices [2] - The company faced overdue bank loans totaling 16.6 billion HKD, raising concerns about its ability to continue as a going concern, which contributed to the stock price drop of its subsidiaries [2] Group 3: Luxury Goods Market - Louis Vuitton's new concept "Louis Ship" has opened in Shanghai, attracting significant public interest, with all exhibition slots fully booked before July [3] - Despite a 3% year-on-year revenue decline reported by LVMH in Q1 2025, the exhibition aims to drive sales by incorporating retail space within the venue [3] Group 4: Market Activity of IFBH Limited - IFBH Limited, the parent company of IF Coconut Water, saw overwhelming demand during its IPO, with a subscription level exceeding 2600 times, and its stock price rose by 42.09% on the first trading day, reaching a market capitalization of 10.53 billion HKD [4] - The company aims to leverage the capital raised for brand development, market expansion, and innovation, which could lead to sustained growth if challenges are effectively managed [4]

[Annual Performance Summary](index=1&type=section&id=I.%20Annual%20Performance) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) The Group's total revenue grew 41.5% to HK$1.376 billion, driven by property development sales, but loss attributable to owners widened to HK$2.321 billion due to fair value losses on investment properties FY2024/2025 Financial Highlights (Continuing Operations) | Indicator | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **1,375,878** | **972,553** | **+41.5%** | | Property Development Revenue | 641,186 | 141,773 | +352.2% | | Property Investment Revenue | 734,692 | 830,780 | -11.6% | | Fair Value Loss on Investment Properties | (1,540,936) | (1,298,022) | -18.7% | | **Loss Attributable to Owners of the Company** | **(2,320,872)** | **(2,091,408)** | **-11.0%** | | **Basic Loss Per Share** | **(0.50) HKD** | **(0.57) HKD** | **+12.3%** | [Performance Review](index=2&type=section&id=Performance) Total revenue growth was driven by property sales, with development sales soaring 352.2%, but continuing operations recorded a HK$2.321 billion loss due to fair value losses, expanding to HK$4.743 billion including discontinued operations - Property development sales revenue significantly increased by **352.2% to HK$641 million**, primarily contributed by sales from 'Eightland' and 'The Regent'[5](index=5&type=chunk) - Continuing operations recorded a **loss attributable to owners of HK$2.321 billion** due to fair value losses on investment properties[5](index=5&type=chunk) - Including discontinued operations, the Group's total **loss attributable to owners was HK$4.743 billion**, compared to HK$2.047 billion in the prior year[5](index=5&type=chunk) [Market Review](index=2&type=section&id=Market%20Review) Hong Kong's property market has not fully recovered, with retail and commercial leasing facing challenges due to weak consumer confidence and high vacancy rates, despite some rebound in residential sales - First-hand residential property sales saw a slight rebound due to the removal of cooling measures and interest rate cuts, but the overall market has not shown a significant recovery[6](index=6&type=chunk) - The local retail market was affected by strong HKD leading to local residents spending abroad, and weak consumer confidence among visitors to Hong Kong[6](index=6&type=chunk) - Commercial building leasing demand continued to slow, resulting in high vacancy rates[6](index=6&type=chunk) [Business Review](index=2&type=section&id=Business%20Review) [Property Development and Sales](index=2&type=section&id=Property%20Sales) The Group accelerated residential property sales, with 'One Jardine's Lookout' securing HK$951 million in contracts and other completed projects like 'The Regent' and 'Eightland' also contributing to sales [Pre-sold Projects Completed](index=3&type=section&id=Development%20Projects%20-%20Pre-sold%20Completed) All units of 'One Jardine's Lookout' in Happy Valley have signed sales contracts totaling approximately HK$951 million, with revenue expected in the next fiscal year's first half - All units of the Happy Valley project 'One Jardine's Lookout' have signed sales contracts, totaling approximately **HK$951 million**[9](index=9&type=chunk) - Related sales revenue is expected to be recognized in the first half of the next fiscal year after completion of delivery by the end of September 2025[9](index=9&type=chunk) [Completed Projects Available for Sale](index=3&type=section&id=Completed%20Projects%20Available%20for%20Sale) Completed projects like 'The Regent' (HK$473 million) and 'Eightland' (HK$165 million) contributed significant sales revenue, with luxury projects also seeing unit deliveries Sales Performance of Completed Projects (Current Year) | Project Name | Units Delivered / Sales Revenue Recognized | Signed Contracts Awaiting Recognition | | :--- | :--- | :--- | | **The Regent** | 75 units / HK$473 million | 33 units / HK$183 million | | **Eightland** | 28 units / HK$165 million | 3 units / HK$19.4 million | | **15 Shouson Hill Road** | 5 houses | - | | **The Riva** | 1 house | 3 houses / HK$166 million | [Projects Under Development](index=4&type=section&id=Projects%20Under%20Development) The Bonham Road 24–30 project in Mid-Levels is being redeveloped into a 27-story residential building, with completion planned for 2026 or later - The Bonham Road project in Mid-Levels will be redeveloped into a 27-story residential building, planned for completion in **2026 or later**[12](index=12&type=chunk) [Property Investment and Rental Income](index=4&type=section&id=Rental%20Income) The Group maintains a diversified investment property portfolio exceeding 2.4 million sq ft, with Hong Kong properties over 90% occupied, and sold HK$1.242 billion in properties to strengthen finances - The Group's investment property portfolio has a total floor area exceeding **2.4 million square feet**, distributed across Hong Kong, mainland China, Macau, and London[13](index=13&type=chunk) [Hong Kong Region](index=4&type=section&id=Hong%20Kong) Hong Kong investment properties maintained over 90% occupancy, with the Group selling HK$1.242 billion in properties and agreeing to sell a Tsim Sha Tsui property for HK$79.8 million to strengthen finances - As of March 31, 2025, Hong Kong investment properties maintained an **occupancy rate exceeding 90%**[14](index=14&type=chunk) - Multiple Hong Kong properties were sold during the year for a total consideration of approximately **HK$1.242 billion**, with net proceeds used to strengthen the financial position[14](index=14&type=chunk) - An agreement was reached with Emperor Watch & Jewellery to sell a Tsim Sha Tsui Canton Road property for **HK$79.8 million**, with the transaction expected to complete in August 2025[15](index=15&type=chunk) [Other Regions](index=5&type=section&id=Other%20Locations) The Group holds iconic commercial properties in Greater China and the UK, including Grade A offices and high-end retail centers in Beijing, Macau, and London, which consistently generate rental income - The Group owns multiple high-quality commercial and retail properties in prime locations in Beijing, Macau, and London[16](index=16&type=chunk) [Outlook](index=5&type=section&id=Outlook) The Group maintains a cautious outlook due to uncertain interest rates, but will monitor market conditions and adjust project launches, while anticipating continued challenges in retail and office leasing - Given limited land supply and rigid housing demand, the Group will closely monitor market conditions and adjust the launch schedule for development projects as appropriate[17](index=17&type=chunk) - Retail and office leasing businesses are expected to continue facing challenges, and the Group will communicate closely with tenants and adjust strategies promptly[17](index=17&type=chunk) [Financial Review and Other Information](index=6&type=section&id=Financial%20and%20Other%20Information) [Dividend Policy](index=6&type=section&id=Dividend) The Group declared a special interim dividend via in-specie distribution of Emperor Entertainment Hotel shares, which ceased to be a subsidiary, and the Board resolved not to recommend any final dividend for the current year - A special interim dividend was declared by way of a distribution in specie of Emperor Entertainment Hotel shares, after which Emperor Entertainment Hotel ceased to be consolidated[18](index=18&type=chunk) - The Board resolved not to recommend a final dividend for the year ended March 31, 2025 (2024: **HK$0.003 per share**)[23](index=23&type=chunk) [Capital Structure and Liquidity](index=6&type=section&id=Rights%20Issue%20and%20Capital%20Structure) The Group completed a rights issue raising HK$456 million for working capital, but net assets decreased to HK$16.94 billion, cash to HK$640 million, and total borrowings stood at HK$17.23 billion - The rights issue was completed, raising net proceeds of approximately **HK$456 million**, which were fully utilized to expand working capital and business development[19](index=19&type=chunk) Capital and Liquidity Position (As of March 31, 2025) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | **Net Assets** | HK$16.94 billion | HK$21.61 billion | | **Net Assets Per Share** | HK$3.1 | HK$5.9 | | **Cash and Bank Balances** | HK$640 million | HK$1.49 billion | | **Total External Borrowings** | HK$17.23 billion | HK$20.21 billion | | **Pledged Assets** | HK$31.19 billion | HK$34.55 billion | [Employees and Remuneration Policy](index=7&type=section&id=Employees%20and%20Remuneration%20Policy) The Group's headcount decreased to 291 due to the Emperor Entertainment Hotel spin-off, with total staff costs for the year amounting to HK$154 million - Due to the business spin-off, the number of employees decreased from **322 to 291**[22](index=22&type=chunk) - Total annual staff costs were **HK$154 million**, down from HK$176 million last year[22](index=22&type=chunk) [Consolidated Financial Statements](index=8&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss](index=8&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) The Group's total revenue was HK$1.376 billion, but fair value losses on investment properties and other factors led to a HK$2.321 billion loss from continuing operations, with the total annual loss reaching HK$4.841 billion including discontinued operations Key Items from Consolidated Statement of Profit or Loss (For the year ended March 31) | Item (Thousand HKD) | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | **Total Revenue** | **1,375,878** | **972,553** | | Gross Profit | 472,508 | 714,110 | | Fair value changes in investment properties | (1,540,936) | (1,298,022) | | Loss before tax (Continuing operations) | (2,356,463) | (2,121,769) | | **Loss for the year (Continuing operations)** | **(2,320,872)** | **(2,091,408)** | | Loss for the year (Discontinued operations) | (2,520,057) | 62,831 (Profit) | | **Loss Attributable to Owners of the Company** | **(4,743,204)** | **(2,046,666)** | [Consolidated Statement of Financial Position](index=10&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were HK$37.385 billion and net assets HK$16.943 billion, but HK$16.605 billion in bank borrowings were reclassified as current liabilities, leading to a severe net current liability of HK$13.082 billion Key Items from Consolidated Statement of Financial Position (As of March 31) | Item (Thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Non-current assets | 31,646,813 | 39,074,069 | | Current assets | 5,738,391 | 7,513,770 | | **Total assets** | **37,385,204** | **46,587,839** | | Current liabilities | 18,820,063 | 9,377,739 | | Non-current liabilities | 1,622,129 | 13,662,958 | | **Total liabilities** | **20,442,192** | **23,040,697** | | **Net current liabilities** | **(13,081,672)** | **(1,863,969)** | | **Total equity** | **16,943,012** | **23,547,142** | - Due to overdue bank borrowings and/or breaches of loan agreements, bank borrowings with a carrying amount of **HK$16.605 billion** were classified as current liabilities as of March 31, 2025[29](index=29&type=chunk) [Summary of Notes to Financial Statements](index=12&type=section&id=Notes) Notes to the financial statements highlight significant going concern uncertainty due to overdue bank borrowings and covenant breaches, despite management's plans, and also detail revenue, segment performance, discontinued operations, and post-reporting period asset sales [Basis of Preparation and Going Concern](index=12&type=section&id=1.%20Basis%20of%20Preparation%20of%20Consolidated%20Financial%20Statements%20and%20Significant%20Accounting%20Policies) The financial statements' basis of preparation highlights significant going concern uncertainty due to HK$16.6 billion in overdue or breached bank borrowings, with management's mitigation plans lacking certainty and written agreements - As of March 31, 2025, bank borrowings with a carrying amount of **HK$16.6 billion** were overdue and/or in breach of loan agreements, potentially subject to immediate repayment, raising significant doubt about the ability to continue as a going concern[29](index=29&type=chunk) - Management has formulated response plans, including: (i) negotiating financial restructuring with banks; (ii) selling properties; and (iii) implementing cost control measures[31](index=31&type=chunk) - Due to significant uncertainties regarding the success of these plans and the lack of written agreements, there is significant uncertainty about the going concern assumption[32](index=32&type=chunk) [Revenue and Segment Information](index=14&type=section&id=4.%20Segment%20Information) The Group's reportable segments, Property Leasing (HK$735 million revenue, HK$946 million loss) and Property Development (HK$641 million revenue, HK$761 million loss), were significantly impacted by fair value adjustments, with Hong Kong remaining the main revenue source FY2025 Segment Performance by Business (Thousand HKD) | Segment | Revenue | Segment Results (Loss) | | :--- | :--- | :--- | | **Property Leasing** | 734,692 | (946,431) | | **Property Development** | 641,186 | (760,901) | | **Total** | **1,375,878** | **(1,707,332)** | FY2025 Revenue by Geographical Region (Thousand HKD) | Region | Revenue | | :--- | :--- | | **Hong Kong** | 1,065,464 | | **Mainland China** | 187,292 | | **Macau** | 27,344 | | **United Kingdom** | 95,778 | [Discontinued Operations](index=20&type=section&id=9.%20Discontinued%20Operations) The spin-off of Emperor Entertainment Hotel resulted in its classification as discontinued operations, contributing a total loss of HK$2.520 billion for the year, including a HK$2.295 billion deemed disposal loss - Due to the distribution in specie of Emperor Entertainment Hotel shares, the hotel and hotel-related businesses were classified as discontinued operations[51](index=51&type=chunk) - Discontinued operations recorded an annual loss of **HK$2.520 billion**, including a deemed disposal loss of **HK$2.295 billion**[52](index=52&type=chunk) [Loss Per Share](index=23&type=section&id=10.%20Loss%20Per%20Share) Basic loss per share from continuing operations narrowed to HK$0.50, but total basic loss per share, including discontinued operations, widened to HK$1.02 from HK$0.56 last year Basic Loss Per Share | Item | 2025 | 2024 | | :--- | :--- | :--- | | **From continuing operations** | (0.50) HKD | (0.57) HKD | | **From discontinued operations** | (0.52) HKD | 0.01 HKD (Profit) | | **Total** | **(1.02) HKD** | **(0.56) HKD** | [Events After Reporting Period](index=26&type=section&id=16.%20Events%20After%20Reporting%20Period) Subsequent to the reporting period, the Group agreed to sell a subsidiary holding a Tsim Sha Tsui property for HK$79.8 million, with completion expected in August 2025 - The Group has entered into an agreement to sell the subsidiary holding the Tsim Sha Tsui property for **HK$79.8 million**, with completion expected in **August 2025**[65](index=65&type=chunk) [Independent Auditor's Report and Corporate Governance](index=27&type=section&id=Independent%20Auditor's%20Report%20and%20Corporate%20Governance) [Excerpt from Independent Auditor's Report](index=27&type=section&id=Excerpt%20from%20Independent%20Auditor's%20Report) Deloitte Touche Tohmatsu issued a 'Disclaimer of Opinion' on the financial statements due to significant going concern uncertainty from overdue bank borrowings and covenant breaches, as auditors could not obtain sufficient evidence on management's mitigation plans - The auditor issued a **'Disclaimer of Opinion'** on the consolidated financial statements for the current year[67](index=67&type=chunk)[68](index=68&type=chunk) - The basis for the disclaimer is: the Group has **HK$16.6 billion** in bank borrowings that are overdue or in breach of terms, raising significant doubt about its ability to continue as a going concern[69](index=69&type=chunk) - The auditor was unable to obtain sufficient appropriate audit evidence regarding the success of management's response plans, including financial restructuring, asset sales, and cost control, thus unable to determine the appropriateness of the going concern basis of accounting[69](index=69&type=chunk)[70](index=70&type=chunk) [Audit Committee Review](index=28&type=section&id=Review%20of%20the%20Annual%20Consolidated%20Financial%20Statements) The Audit Committee, with the auditor, reviewed the audited consolidated financial statements and concurred with the Directors' assessment and rationale for the going concern assumption - The Audit Committee has reviewed the financial statements and concurred with the Directors' assessment and rationale for adopting the going concern assumption[72](index=72&type=chunk) [Changes in Board Committee Composition](index=29&type=section&id=II.%20Changes%20in%20Board%20Committee%20Composition) Effective June 27, 2025, Mr. Chu Ka Wing transitioned to Remuneration Committee Chairman, and Ms. Kwan Sin Luen was appointed Nomination Committee Chairman, in response to the revised Corporate Governance Code - Mr. Chu Ka Wing transitioned from Chairman of the Nomination Committee to Chairman of the Remuneration Committee[77](index=77&type=chunk) - Ms. Kwan Sin Luen was appointed Chairman of the Nomination Committee[77](index=77&type=chunk)

Financial Performance - Total revenue for the six months ended September 30, 2024, increased to HKD 459,378,000, up from HKD 438,448,000 in 2023, representing a growth of 2.1%[5] - The company recorded a loss attributable to shareholders of HKD 1,042,301,000, compared to a loss of HKD 769,164,000 in 2023, marking a year-on-year increase in losses of 35.5%[5] - Basic loss per share for continuing operations was HKD 0.28, compared to HKD 0.21 in the previous year, indicating a deterioration in performance[5] - The total comprehensive loss for the period was HKD 3,482,541,000, significantly higher than the HKD 1,078,254,000 reported in the previous year, reflecting an increase of approximately 223.5%[44] - The company reported a loss from continuing operations of HKD 1,042,301,000 for the six months ended September 30, 2024, compared to a loss of HKD 769,164,000 for the same period in 2023, indicating an increase in losses of approximately 35.4%[41] - The total loss for the period was HKD 1,042,301,000, compared to a loss of HKD 769,164,000 in the previous year, reflecting an increase in losses of approximately 35.5%[70] Revenue Breakdown - Property development sales revenue surged by 555.2% to HKD 81,880,000, compared to HKD 12,506,000 in the previous year, primarily driven by sales from One Jardine's Lookout[8] - The total income from leasing activities for the six months ended September 30, 2024, was HKD 377,498,000, compared to HKD 425,942,000 in the same period of 2023, reflecting a decrease of about 11.4%[64] - The property leasing segment generated revenue of HKD 377,498,000, while the property development segment contributed HKD 81,880,000, indicating a significant reliance on property leasing[70] Asset and Liability Management - As of September 30, 2024, the group's net asset value decreased to HKD 18,412.9 million from HKD 21,607.9 million as of March 31, 2024, with a net asset value per share of HKD 3.3[29] - The company's non-current assets decreased to HKD 32,843,471,000 as of September 30, 2024, down from HKD 39,074,069,000 as of March 31, 2024, a decline of approximately 16.1%[45] - Current liabilities totaled HKD 7,797,178,000 as of September 30, 2024, compared to HKD 9,377,739,000 as of March 31, 2024, showing a reduction of approximately 17.0%[47] - The net asset value decreased to HKD 18,412,918,000 as of September 30, 2024, down from HKD 23,547,142,000 as of March 31, 2024, representing a decline of approximately 21.7%[47] - The group's bank balances and deposits reduced to HKD 732.2 million from HKD 1,494.3 million as of March 31, 2024[29] Operational Changes - The company has ceased operations in the hotel and related businesses, resulting in a loss of HKD 127,594,000 for the period ended August 30, 2024[84] - The group reported a significant reduction in hotel and related income to zero for the current period, down from HKD 348,841,000 in 2023, which accounted for 43.1% of total revenue[57] - The company plans to focus on its core property leasing and development segments moving forward, following the termination of hotel operations[83] Financing Activities - The group issued 1,838,772,833 rights shares at a subscription price of HKD 0.25 per share, raising approximately HKD 459.7 million, netting about HKD 456.2 million after expenses[28] - The group plans to strengthen its financial position and prepare for future investment opportunities using the net proceeds from the rights issue[28] - The group established a property asset investment fund to seek additional operating capital, enhancing its ability to utilize rental income[34] Employee and Management Information - The total employee cost for the period was HKD 209.5 million, a decrease from HKD 223.1 million in the previous year[35] - The number of employees decreased to 305 as of September 30, 2024, from 946 in the previous year[35] - The total remuneration paid to key management personnel for the six months ended September 30, 2024, was HKD 3,615,000, down from HKD 8,480,000 in the previous year[142] Corporate Governance - The company has complied with all corporate governance code provisions as per the listing rules during the period[168] - There were no reported violations of the trading guidelines by employees who may possess unpublished price-sensitive information during the period[169]