| --- | --- | |-------|------------------------------------------------------------------------------------------------| | | | | | MAGNIFICENT HOTEL INVESTMENTS LIMITED 華 大 酒 店 投 資 有 限 公 司 (Stock Code 股份代號: 201) | | | | | | | | | | 錄 日 | --- | --- | |--------------------|-------| | | 頁數 | | 公司资料 | 2 | | 主席報告 . | 3-6 | | 董事简介 . | 7 | | 企業管治報告 . | 8-16 | | 董事會報告 | 17-23 | | 獨立核數師報告 | 24-28 | | 综合損益表 | 29 | | 綜合總全面收益表 . | 30 | | 综合財務狀況表 | 31-32 | | 综合權益變動報表 | 33 | | 综合現金流量表 | 34-35 | | 综合財務報表附註 | 36-94 | | 財務概 ...

Financial Performance - The company reported a loss attributable to owners of HKD 154 million for the six months ended June 30, 2020, a decrease of HKD 212 million compared to a profit of HKD 58 million for the same period in 2019[5]. - Total revenue decreased by 64% from HKD 277 million to HKD 99.8 million, primarily due to a 71% drop in hotel operating income[10]. - Hotel operating income fell to HKD 71.5 million, down from HKD 248.4 million in the previous year, reflecting reduced occupancy rates and rental income[12]. - The company did not declare an interim dividend for the six months ended June 30, 2020, compared to HKD 0.08 per share in the same period of 2019[6]. - The company reported a total comprehensive income of HKD 64,590,000 for the six months ended June 30, 2020, compared to a total comprehensive income of HKD 57,599,000 for the same period in 2019, reflecting an increase of approximately 12.93%[94]. - The group reported a loss before tax of HKD 158,725,000 for the period, compared to a profit of HKD 71,490,000 in the previous year[121]. - The group reported a loss of HKD 153,859,000 for the six months ended June 30, 2020, compared to a profit of HKD 57,599,000 for the same period in 2019[139]. Revenue and Income Sources - The rental income from the Royal Scot Hotel in London increased by 12% to HKD 17.5 million, compared to HKD 15.6 million in the previous year[13]. - The group recognized government subsidies related to COVID-19 amounting to HKD 7,457,000, with HKD 4,207,000 linked to the Employment Support Scheme[104]. - Property rental income increased to HKD 18,782,000 from HKD 16,739,000, marking a growth of 12.3% year-on-year[121]. - The group’s securities investment income was HKD 53,000, compared to HKD 3,557,000 in the previous year, indicating a significant decrease[121]. Operational Changes - The company currently operates seven hotels and leases one hotel in London, with plans to rebrand the Glamour Hotel to a higher-end Ramada Glamour Hotel in August 2020[12]. - The average room occupancy rate across the hotels was significantly impacted, with declines ranging from 64% to 80% compared to the previous year[12]. - During the period, the group's operational costs were reduced by HKD 63 million (44%) while maintaining an occupancy rate above 80% despite a 90% drop in revenue from hotels and retail due to local unrest and COVID-19[32]. - The group plans to continue monitoring market conditions and adjust strategies accordingly in response to the ongoing pandemic[104]. Debt and Equity - The group's total debt as of June 30, 2020, was HKD 772 million, an increase of HKD 353 million (84%) compared to HKD 419 million on December 31, 2019[27]. - The capital-to-debt ratio increased to 21% from 10% as of December 31, 2019, based on total debt of HKD 772 million relative to the revalued hotel properties[27]. - Total equity decreased to HKD 3,685,330,000 as of June 30, 2020, down from HKD 3,991,210,000 at the end of 2019, representing a decline of approximately 7.66%[89]. - The company’s bank loans decreased to HKD 238,664,000 as of June 30, 2020, down from HKD 266,024,000 at the end of 2019, a decrease of approximately 10.34%[90]. Staffing and Management - The group employed 503 staff as of June 30, 2020, down from 618 staff as of December 31, 2019[31]. - The company has not appointed separate individuals for the roles of Chairman and CEO, with the current CEO also serving as Chairman[67]. - The company has adopted measures to ensure compliance with corporate governance standards, despite some deviations noted[68]. - The company’s management compensation decreased from HKD 4,771 million to HKD 4,119 million, a reduction of approximately 13.7%[160]. Compliance and Governance - The interim results for the six months ending June 30, 2020, were reviewed by Deloitte, confirming compliance with Hong Kong accounting standards[65]. - The company confirmed compliance with the standard code of conduct for securities trading by all directors for the six months ended June 30, 2020[72]. - The company’s board consists of both executive and non-executive directors, with a rotation policy ensuring directors retire at least every three years[68]. Asset Management - Cash and cash equivalents increased to HKD 390,674,000 from HKD 82,502,000 as of December 31, 2019[86]. - Non-current assets decreased to HKD 4,184,847,000 from HKD 4,476,243,000 as of December 31, 2019[86]. - The fair value of investment properties increased to approximately HKD 1,383,000,000 from HKD 1,098,000,000, representing a growth of 26%[142]. - The group incurred a loss of HKD 116,429,000 from changes in the fair value of investment properties for the six months ended June 30, 2020[142].

Financial Performance - The company reported a loss attributable to shareholders of HKD 154 million for the six months ended June 30, 2020, compared to a profit of HKD 58 million for the same period in 2019, a decrease of HKD 212 million [4]. - Total revenue for the six months ended June 30, 2020, was HKD 90.298 million, down from HKD 268.666 million in the same period of 2019, representing a decline of approximately 66.5% [4]. - The company recorded a gross loss of HKD 28.09 million for the period, compared to a gross profit of HKD 85.393 million in the previous year [4]. - The fair value loss on investment properties was HKD 116.429 million, significantly impacting overall financial performance [4]. - The company’s basic loss per share for the period was HKD (1.72), compared to earnings per share of HKD 0.64 in the previous year [4]. - The group reported a loss of HKD 153,859,000 for the six months ended June 30, 2020, compared to a loss of HKD 57,599,000 for the same period in 2019 [26]. - The basic loss per share for the period was HKD 0.0172, compared to HKD 0.0064 for the same period last year [26]. - Total revenue decreased by 64% from HKD 277 million to HKD 99 million for the six months ended June 30, 2020, primarily due to reduced hotel rental and occupancy rates [36]. - Operating hotel revenue fell by 71% to HKD 71 million, down from HKD 248 million in the same period last year [36]. Assets and Liabilities - The company’s total assets decreased to HKD 4.184 billion as of June 30, 2020, from HKD 4.476 billion as of December 31, 2019, a reduction of approximately 6.5% [7]. - The company’s net current liabilities increased to HKD 170.576 million, compared to HKD 119.623 million at the end of 2019, reflecting a worsening liquidity position [7]. - The company’s total equity decreased to HKD 3.685 billion from HKD 3.991 billion, a decline of approximately 7.7% [7]. - As of June 30, 2020, the total debt of the group was HKD 772 million, an increase of 84.3% from HKD 419 million on December 31, 2019 [45]. - The capital-to-debt ratio increased to 21% from 10% year-on-year, calculated based on total debt relative to the revalued hotel properties [45]. Cash Flow and Liquidity - Cash and cash equivalents increased to HKD 390.674 million from HKD 82.502 million, indicating improved liquidity [7]. - The company has several financial resources available for operations, including internal resources and unused bank financing, ensuring continued operations despite current losses [10]. Operational Performance - Hotel operating income for the six months ended June 30, 2020, was HKD 71,463,000, down 71.2% from HKD 248,370,000 in the previous year [3]. - The group reported a significant decrease in operating profit from hotel services, with a loss of HKD 46,925,000 for the six months ended June 30, 2020, compared to a profit of HKD 65,097,000 in the same period of 2019 [17]. - The group’s total administrative expenses for the period were HKD 144,519,000, an increase from HKD 85,393,000 in the same period last year [17]. - The service cost for the period was HKD 80.6 million, a decrease of HKD 62.6 million or 44% compared to HKD 143.2 million for the same period in 2019 [40]. - During the period, operational costs were reduced by HKD 63 million, representing a 44% decrease, while maintaining an occupancy rate above 80% [49]. Dividends and Shareholder Returns - No interim dividend was declared for the six months ended June 30, 2020, compared to an interim dividend of HKD 0.08 per share amounting to HKD 7,158,000 for the same period in 2019 [25]. - The company did not recommend an interim dividend for the six months ended June 30, 2020, compared to HKD 0.08 per share for the same period in 2019 [32]. Investments and Acquisitions - The group’s property investment income was HKD 18,782,000 for the six months ended June 30, 2020, compared to HKD 16,739,000 in the previous year, reflecting a growth of 12.3% [17]. - The group acquired the Wood Street Police Headquarters in London for GBP 40 million, with plans for renovation to create a luxury hotel with approximately 210 rooms [50]. - The independent valuation of Royal Scot Hotel was GBP 88.5 million as of June 30, 2020, down from GBP 95 million a year earlier [38]. - The company currently operates eight hotels, with seven in operation and one leased in London, Royal Scot Hotel, which had a rental income of HKD 17.5 million for the period [38]. - Rental income from the Royal Scot Hotel in London increased by 12% compared to the same period last year [50]. Employment and Staffing - The group employed a total of 503 staff as of June 30, 2020, down from 618 staff at the end of 2019 [47]. Market Conditions and Outlook - The ongoing impact of COVID-19 and geopolitical tensions is expected to continue affecting the hotel and retail sectors, leading to low occupancy rates and high operational costs [51]. - The group anticipates that overseas and Chinese tourists will not return in significant numbers for the remainder of the fiscal year due to ongoing uncertainties [51]. Interest and Financing - Interest expenses increased to HKD 4.6 million from HKD 4 million due to the rise in shareholder loans during the period [46]. Taxation - The weighted average annual income tax rate used for the period was 16.5%, consistent with the previous year [19]. Other Financial Metrics - Trade receivables decreased to HKD 2,038,000 as of June 30, 2020, from HKD 3,408,000 as of December 31, 2019, indicating a decline of 40.2% [28]. - Administrative expenses (excluding depreciation) increased to HKD 15.4 million from HKD 14.9 million due to professional fees related to the acquisition of Wood Street Hotel in London [42]. - The company experienced a 99% decrease in securities investment income, dropping to HKD 53, down from HKD 3.6 million in the previous year [34].

Financial Performance - The company reported a total revenue of HKD 1,185,000 for the fiscal year ending December 31, 2019[9]. - The company's profit attributable to owners for the year ended December 31, 2019, was HKD 32 million, a decrease of 88% compared to HKD 260 million in 2018[12]. - The overall profit for the year decreased by approximately HKD 228 million, primarily due to reduced hotel profits and revaluation losses in the second half of the year[26]. - Total revenue decreased by 21%, from HKD 590 million to HKD 464 million[38]. - Hotel operating revenue fell by 28% to HKD 386.6 million, primarily due to reduced rental income[38]. - Total revenue for the year was HKD 54,708,000, a decrease of 22% compared to HKD 69,846,000 in 2018[66]. - Operating income was HKD 16,377,000, down 49% from HKD 32,409,000 in 2018[67]. - Total revenue for the group decreased from HKD 580 million in 2018 to HKD 428 million in 2019, a decline of approximately 26.2%[102]. - Gross profit for the year was HKD 85,712,000, down 64.7% from HKD 243,241,000 in the previous year[194]. - Profit before tax decreased significantly to HKD 46,133,000, compared to HKD 297,812,000 in 2018, representing a decline of 84.5%[194]. - Net profit attributable to shareholders for the year was HKD 31,831,000, a decrease of 87.8% from HKD 260,349,000 in the prior year[194]. Revenue Sources - The rental income from properties increased by 4%, totaling HKD 31.598 million for the year[26]. - Revenue from hotel properties increased by 3% to HKD 35.9 million, driven by rental income from UK hotel properties[38]. - Dividend income rose by 3% to HKD 5.0 million, attributed to increased dividends from stock investments[38]. - The company reported a significant increase of 265% in other income and expenses, totaling HKD 36.850 million[26]. Expenses and Costs - Administrative expenses increased by 2%, amounting to HKD 40.404 million for the year[26]. - The income tax expense decreased by 62%, totaling HKD 14.302 million for the year[26]. - The group incurred a depreciation expense of HKD 76 million for hotel properties in 2019, up from HKD 71 million in 2018, representing an increase of 7.5%[102]. - Financial costs decreased to HKD 8,025,000 from HKD 13,759,000, a reduction of 41.1%[194]. Corporate Governance - The company has a strong commitment to corporate governance, adhering to the principles of high-quality board composition and internal controls, ensuring transparency and accountability to shareholders[125]. - The board has approved the adoption of the corporate governance code as per the Hong Kong Stock Exchange Listing Rules, ensuring compliance with all relevant guidelines[125]. - The company has established a remuneration committee that complies with the governance code, although it does not have the responsibility to approve compensation for executive directors[125]. - The company emphasizes cost-saving measures by having the Chairman also fulfill the role of CEO, avoiding the need for hiring an additional executive at a high salary[125]. - The board consists mainly of independent non-executive directors, ensuring a level of oversight and independence in decision-making[125]. Shareholder Matters - The company plans to hold its annual general meeting on May 22, 2020, to discuss the audited financial statements for the year[6]. - The company emphasizes the importance of shareholder participation in the upcoming annual general meeting[9]. - Shareholders can request the convening of a general meeting if they hold at least 5% of the total voting rights[144]. - The company must issue a notice for a resolution if requested by shareholders holding at least 2.5% of the voting rights[144]. Market Conditions - The majority of hotel revenue in Hong Kong has dropped by over 90% due to factors such as social instability and the COVID-19 pandemic[135]. - Over 70% of tourists to Hong Kong come from China, making the political and economic stability in China critical for visitor numbers[135]. - The management anticipates that the adverse business environment will persist for some time[135]. Property and Investments - The company has a direct ownership of 50.60% in Trillion Resources[169]. - The group owns approximately HKD 1,098,000,000 in investment properties, including commercial properties in Hong Kong and a hotel in the UK[178]. - The impairment loss recognized for investment properties during the year was approximately HKD 28,000,000[178]. - The carrying amount of loss-making hotel properties was approximately HKD 989,000,000 as of December 31, 2019[179]. Risk Management - The company has established a risk management committee and an internal audit team to oversee financial and operational risks[134]. - The board is responsible for evaluating the effectiveness of the group's risk management and internal control systems[134]. - The company ensures that financial statements are prepared in accordance with applicable regulations and accounting standards[134]. Stock Options and Shareholding - The company has not issued any new stock options since the adoption of the stock option plan in 2013 and does not anticipate issuing new options in 2020[159]. - The stock option plan aims to reward participants for their contributions to the group and is subject to shareholder approval for any options exceeding 1% of the issued shares[159]. - The company holds a total of 6,360,585,437 shares, representing 71.09% of the equity, with significant ownership by Zheng Qiweng[158].

Financial Performance - The net profit attributable to owners for the six months ended June 30, 2019, was HKD 99,000,000, representing a 4% increase from HKD 95,000,000 for the same period in 2018[12]. - Total revenue increased by 3% to HKD 277,470,000 compared to HKD 268,864,000 in the previous year[21]. - Operating hotel revenue rose by 2% to HKD 248,370,000, up from HKD 243,995,000 in the prior period[20]. - Other income surged by 130% to HKD 8,804,000, primarily from the sale of residential properties in Tai Hang[20]. - The overall net profit increase of HKD 4,000,000 was due to the rise in other income[17]. - The group reported a 2% increase in hotel revenue during the period, but future growth is expected to be challenging due to increased hotel room supply and competition[44]. - The group reported a total profit of HKD 85,393,000 for the six months ended June 30, 2019, down from HKD 97,702,000 in 2018, indicating a decrease of 12.5%[134]. - Profit attributable to equity holders for the six months ended June 30, 2019, was HKD 57,599,000, compared to HKD 61,467,000 in 2018, reflecting a decline of about 6%[75]. - Basic earnings per share for the six months ended June 30, 2019, was HKD 0.64, down from HKD 0.69 in 2018, a decrease of approximately 7%[75]. - Total comprehensive income for the six months ended June 30, 2019, was HKD 64,590,000, compared to HKD 38,595,000 in 2018, showing an increase of approximately 67%[78]. Revenue Sources - Property rental income decreased by 5% to HKD 16,739,000, attributed to rental income from UK hotel properties and depreciation of GBP against HKD[20]. - The annual rental income for the Royal Scot Hotel increased by 13% from GBP 3,137,000 to GBP 3,546,000 starting June 22, 2019[25]. - Revenue for the six months ended June 30, 2019, was HKD 268,666,000, an increase from HKD 265,037,000 for the same period in 2018, representing a growth of 1%[75]. - Hotel operating revenue reached HKD 248,370,000 for the six months ended June 30, 2019, compared to HKD 243,995,000 in 2018, reflecting an increase of 1.6%[130]. Expenses and Costs - The group's service costs for hotel operations increased by 6% to HKD 143,200,000 compared to HKD 134,700,000 for the six months ended June 30, 2018[28]. - Administrative expenses for the six months ended June 30, 2019, were HKD 18,698,000, slightly up from HKD 18,092,000 in 2018, an increase of about 3%[75]. - Financial costs for the period were HKD 4,009,000, down from HKD 6,787,000 in 2018, indicating a reduction of approximately 41%[75]. - The group reported a depreciation expense of HKD 41,379,000 for property, plant, and equipment for the six months ended June 30, 2019, compared to HKD 38,527,000 for the same period in 2018, an increase of approximately 4.8%[150]. Assets and Liabilities - The overall debt of the group decreased to HKD 399,000,000 as of June 30, 2019, down from HKD 457,000,000 as of December 31, 2018, reflecting a reduction of HKD 53,000,000[34]. - Total assets amounted to HKD 4,435,935, a slight decrease from HKD 4,439,647 as of December 31, 2018[80]. - The total liabilities as of June 30, 2019, were HKD 562,769,000, down from HKD 609,674,000 at the end of 2018, representing a reduction of 7.7%[141]. - The company's non-current assets totaled HKD 4,094,034, a decrease from HKD 4,137,885 as of December 31, 2018[80]. - The total value of investment properties was approximately HKD 1,057,000,000 as of June 30, 2019, slightly down from HKD 1,059,000,000 as of December 31, 2018[156]. Shareholder Information - Major shareholder, Shun Ho Property, holds 6,360,663,987 shares, representing 71.09% of the total shareholding[55]. - Fidelity Management & Research (Japan) Limited holds 220,316,000 shares (2.46%), while FMR LLC holds 469,451,000 shares (5.25%)[62]. - Saray Value SPV Asia I and its affiliates collectively hold 717,904,500 shares, accounting for 8.02% of the total shares[59]. - The total issued and fully paid ordinary shares as of June 30, 2019, was 8,947,051, amounting to HKD 841,926,000[167]. Corporate Governance - The interim results for the six months ended June 30, 2019, were reviewed by Deloitte, confirming compliance with Hong Kong accounting standards[64]. - The company has not deviated from the corporate governance code, except for the chairman and CEO being the same individual, which the board believes provides consistent leadership[65]. - The company confirmed compliance with the standard code of conduct for securities trading by all directors during the reporting period[69]. Accounting Policies - The financial statements were prepared in accordance with Hong Kong Financial Reporting Standards (HKFRS) and comply with the relevant disclosure requirements of the Hong Kong Stock Exchange[90]. - The group adopted HKFRS 16 "Leases" for the first time, replacing HKAS 17, which may impact the accounting policies related to leases[94]. - The cumulative impact of adopting HKFRS 16 on January 1, 2019, was recognized in retained earnings, with no restatement of comparative figures[111]. - The group applies short-term lease recognition exemptions for leases with a term of 12 months or less and for leases of low-value assets, recognizing lease payments as expenses on a straight-line basis over the lease term[101].

Financial Performance - The company reported a total revenue of HKD 500 million for the fiscal year ending December 31, 2018, representing a 10% increase compared to the previous year[1]. - The net profit attributable to the owners of the company for the year ended December 31, 2018, was HKD 241 million, an increase of 19% from HKD 202 million in 2017[14]. - The group's net profit attributable to shareholders for the year ended December 31, 2018, was HKD 260,349,000, representing a 71% increase compared to HKD 152,174,000 in 2017[19]. - Total revenue for the year ended December 31, 2018, was HKD 579,673,000, an increase of 10.9% from HKD 522,432,000 in 2017[152]. - Gross profit for the same period was HKD 243,241,000, up from HKD 200,654,000, reflecting a gross margin improvement[152]. - Profit before tax increased significantly to HKD 297,812,000, compared to HKD 182,660,000 in the previous year, representing a growth of 63.1%[152]. - The company's total assets as of December 31, 2018, were HKD 4,137,885,000, slightly down from HKD 4,187,268,000 in 2017[156]. - Total equity rose to HKD 4,061,661,000, compared to HKD 3,961,273,000 in the previous year, indicating a growth of 2.5%[158]. Revenue Growth and Projections - Future guidance estimates a revenue growth of 12% for the next fiscal year, driven by increased tourism and improved service offerings[6]. - The company plans to expand its market presence by opening two new hotels in 2019, aiming for a 15% growth in total room inventory[3]. - The company is exploring potential acquisitions of smaller hotel chains to diversify its portfolio and increase market share[7]. - The group anticipates moderate growth in hotel revenue in the coming year, with a projected 2% increase in overnight visitors to Hong Kong[87]. Dividends and Shareholder Returns - A special dividend of HKD 0.10 per share was declared, reflecting a commitment to returning value to shareholders[8]. - The proposed final dividend for the year ended December 31, 2018, is subject to approval at the annual general meeting, with a suspension of share transfer registration from June 12 to June 14, 2019[9]. - The board proposed a final dividend of HKD 0.652 per share for the year ended December 31, 2018, compared to HKD 0.627 per share in 2017, representing an increase of 4%[15]. - The total dividend for shareholders as of June 14, 2019, will amount to HKD 0.732 per share, up from HKD 0.704 per share in 2017, reflecting a 4% increase[15]. Operational Performance - User data indicated an increase in occupancy rates at the hotels, reaching 85% in 2018, up from 80% in 2017[2]. - The operating profit from hotel operations rose by 26% to HKD 194,187,000, compared to HKD 153,687,000 in 2017[19]. - The average room occupancy rate for the year was consistently high, reaching 100% in several months[29]. - The average room rate for the year was HKD 781, with a peak of HKD 1,043 in December[28]. Cost Management and Efficiency - The company reported a net profit margin of 15% for 2018, consistent with industry averages, and plans to improve this through cost management strategies[10]. - Operating expenses rose to HKD 297 million from HKD 282 million, reflecting a 5.3% increase[83]. - The company has a strong focus on cost-saving measures, which includes the dual role of the Chairman and CEO to avoid hiring additional high-salaried executives[91]. Corporate Governance - The company has adhered to the corporate governance code as stipulated in the Listing Rules, with the exception of not separating the roles of Chairman and CEO, which is held by Mr. Zheng[91]. - The board consists of nine members, including five executive directors, one non-executive director, and three independent non-executive directors, all of whom possess appropriate professional qualifications or relevant financial management expertise[92]. - The company has implemented measures to ensure compliance with corporate governance standards, including a requirement for independent non-executive directors[92]. - The company has established a remuneration committee that complies with the governance code, although it does not approve management's compensation proposals[91]. Risk Management - The company is facing significant business risks due to over 70% of its travelers coming from China, making it sensitive to China's political and economic stability[101]. - The company has implemented a proactive risk management strategy to monitor market conditions and enhance brand quality[101]. - The board is responsible for evaluating the nature and extent of risks and ensuring the effectiveness of the risk management and internal control systems[99]. Environmental and Social Responsibility - The management highlighted a focus on sustainability initiatives, aiming to reduce energy consumption by 25% over the next five years[9]. - The company has implemented various environmental measures to reduce carbon emissions and improve water efficiency[131]. - The company values human resources and offers a fair work environment with opportunities for promotion based on employee performance[131]. Shareholder Structure and Ownership - The company has a total of 6,360,585,437 shares, representing 71.09% ownership by Zheng Qiweng[120]. - The shareholding structure includes significant stakes, with Zheng Qiweng holding 63.29% in Shunhao Properties and 71.20% in Shunhao Holdings[121]. - The major shareholders include Shun Ho Property, which holds 6,360,663,987 shares, representing 71.09% of the total shareholding[128]. Financial Reporting and Compliance - The company must disclose any significant uncertainties related to its ability to continue as a going concern[147]. - The auditors communicated significant audit findings, including any major deficiencies in internal controls identified during the audit[146]. - The company adopted the new and revised Hong Kong Financial Reporting Standards, including HKFRS 15, which replaces HKAS 18 and HKAS 11, with no significant impact on financial performance or position[172].