[Corporate Information](index=4&type=section&id=Corporate%20Information) This section lists key corporate personnel, auditors, principal bankers, and share registrars - The report provides a list of key personnel, including Executive Directors Mr Lo Yuk Sui (Chairman and Chief Executive Officer) and Mr Donald Fan Tung Lo (Vice Chairman and Managing Director), along with core corporate information such as the auditor (Ernst & Young), principal bankers, and share registrar[5](index=5&type=chunk) [Profile of Directors](index=5&type=section&id=Profile%20of%20Directors) This chapter details the backgrounds, qualifications, and responsibilities of the executive and independent non-executive directors - The core management team comprises members of the Lo Yuk Sui family (Lo Yuk Sui, Donald Fan Tung Lo, Poman Lo) and seasoned professionals with expertise in construction, finance, and public affairs[7](index=7&type=chunk)[8](index=8&type=chunk)[11](index=11&type=chunk) [Chairman's Statement](index=8&type=section&id=Chairman's%20Statement) [Financial Results](index=8&type=section&id=Financial%20Results) The Group's profit declined significantly due to the timing of property sales revenue recognition Financial Results Summary for H1 2019 | Indicator | H1 2019 (Unaudited) | H1 2018 (Unaudited) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Consolidated profit attributable to shareholders | HK$106.3 million | HK$221.7 million | -52.1% | | Profit from operating activities before depreciation, finance costs and tax | HK$756.8 million | HK$917.6 million | -17.5% | | Depreciation charge for the period | HK$311.6 million | N/A | N/A | - The decrease in profit was primarily due to the timing difference in recognizing property sales revenue, as significant sales contracts were not yet completed and delivered during the period[19](index=19&type=chunk) - The **adjusted net asset value was HK$16.78 per share**, after adjusting for the market value of hotel properties in Hong Kong[20](index=20&type=chunk) [Business Review](index=8&type=section&id=Business%20Review) The Group's diversified business portfolio includes property, hotels, aircraft leasing, and financial investments through four listed companies - The Group comprises four listed companies with businesses in property, hotels, aircraft ownership and leasing, financial assets, and other investments[21](index=21&type=chunk) - As of June 30, 2019, the Group directly held a **controlling interest of approximately 69.3% in Regal Hotels** and a **beneficial controlling interest of approximately 70.5% in Cosmopolitan International** through the joint venture P&R Holdings[21](index=21&type=chunk)[23](index=23&type=chunk) - Sales have commenced for the large-scale residential project "Regal‧Crest" in Kau To, Sha Tin, with one garden house and seven apartment units sold under contract, which is expected to realize substantial profits upon completion[25](index=25&type=chunk) [Regal Hotels International Holdings Limited](index=9&type=section&id=Regal%20Hotels%20International%20Holdings%20Limited) Regal Hotels reported profit growth driven by asset sales, while facing pressure in its core Hong Kong hotel operations Regal Hotels H1 2019 Results | Indicator | H1 2019 (Unaudited) | H1 2018 (Unaudited) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Consolidated profit attributable to shareholders | HK$379.1 million | HK$294.0 million | +29% | - Overall performance of the Hong Kong hotel industry: In H1 2019, the average occupancy rate decreased from 91% to 90%, and the average room rate declined by 0.2%, resulting in a **1.3% year-on-year decrease in RevPAR**[31](index=31&type=chunk) - The company is developing its second hotel at Hong Kong International Airport, the "Regala Skycity Hotel", with over 1,200 rooms, expected to be completed by the end of 2020[32](index=32&type=chunk) - In April 2019, the Regal Group acquired an existing property in London, United Kingdom, for renovation into a hotel with approximately 78 rooms[32](index=32&type=chunk) [Cosmopolitan International Holdings Limited](index=13&type=section&id=Cosmopolitan%20International%20Holdings%20Limited) Cosmopolitan International recorded a loss due to financing costs and timing of property sales recognition while advancing its mainland China projects Cosmopolitan International H1 2019 Results | Indicator | H1 2019 (Unaudited) | H1 2018 (Unaudited) | | :--- | :--- | :--- | | Consolidated profit/(loss) attributable to shareholders | Loss of HK$57.5 million | Profit of HK$238.7 million | - The pre-sale of Phase III residential units at the "Regal‧International New Town" project in Chengdu received a positive response, with 268 units sold under contract to date[45](index=45&type=chunk) - The company is exploring new business opportunities, including a proposed investment in a logistics service provider in China and a company engaged in the management and trading of Chinese Certified Emission Reductions (carbon assets)[48](index=48&type=chunk) [Outlook](index=14&type=section&id=Outlook) The Group maintains a cautiously optimistic outlook amid external uncertainties and local social events impacting the Hong Kong market - The external environment is affected by significant uncertainties such as the China-US trade dispute, Brexit, and geopolitical tensions[50](index=50&type=chunk) - Since June 2019, protests in Hong Kong have severely impacted the tourism, retail, and catering industries, with the business performance of Regal Group's hotels in July and August falling far below expectations[50](index=50&type=chunk) - The Group remains cautiously optimistic about the resilience and future prospects of the Hong Kong economy, believing the property market will gradually stabilize once social sentiment calms[54](index=54&type=chunk)[55](index=55&type=chunk) [Management Discussion and Analysis](index=16&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Major Project Progress](index=16&type=section&id=Business%20Review%20and%20Major%20Project%20Progress) This section details progress on key projects, including property developments in Hong Kong and mainland China and hotel expansions [P&R Holdings Limited](index=16&type=section&id=P&R%20Holdings%20Limited) P&R Holdings is advancing multiple Hong Kong property projects, with sales underway at "Regal‧Crest" and a new hotel opened - The "Regal‧Crest" project in Kau To, Sha Tin, New Territories, has contracted to sell one garden house and seven apartment units for a total consideration of approximately **HK$648 million**, with significant profit expected upon completion[67](index=67&type=chunk) - The "iclub Mong Kok Hotel" in Tai Kok Tsui, Kowloon, with 288 guest rooms, commenced its soft opening in March 2019 after receiving its hotel license[69](index=69&type=chunk) [Regal Hotels International Holdings Limited](index=18&type=section&id=Regal%20Hotels%20International%20Holdings%20Limited_MD&A) Regal Hotels is developing a new airport hotel in Hong Kong and expanding its overseas portfolio with acquisitions in Europe - The new hotel project at Hong Kong International Airport, "Regala Skycity Hotel", is planned to offer 1,208 rooms and suites and is expected to be completed by the end of 2020[76](index=76&type=chunk) - In April 2019, a freehold property in London was acquired for approximately **£22 million** for renovation into a hotel with about 78 rooms[80](index=80&type=chunk) [Cosmopolitan International Holdings Limited](index=20&type=section&id=Cosmopolitan%20International%20Holdings%20Limited_MD&A) Cosmopolitan International is focused on its large-scale projects in Chengdu and Tianjin and exploring investments in the logistics sector - The pre-sale of two residential towers in Phase III of the Chengdu project has secured contracted sales for 268 units, generating total sales proceeds of approximately **RMB334 million**[83](index=83&type=chunk) - The company is in discussions for a potential investment in a major logistics service provider in China, having paid a deposit of **RMB170 million** and previously granted a loan of **RMB150 million**[90](index=90&type=chunk) [Financial Review](index=22&type=section&id=Financial%20Review) The Group's adjusted net asset value stood at HK$16.78 per share, with a gearing ratio of 38.5% and net debt of HK$17.67 billion Adjusted Net Asset Value (as at June 30, 2019) | Item | Amount (HK$ million) | Per Ordinary Share (HK$) | | :--- | :--- | :--- | | Book net asset value attributable to shareholders of the parent company | 14,027.8 | 12.59 | | Adjustment for re-statement of Hong Kong hotel property portfolio at market value | 4,676.1 | 4.19 | | **Unaudited adjusted net asset value attributable to shareholders of the parent company** | **18,703.9** | **16.78** | Debt and Gearing Ratio | Indicator | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Cash and bank balances | HK$2,525 million | HK$2,719 million | | Net debt | HK$17,669 million | HK$16,851 million | | Gearing ratio | 38.5% | 37.5% | - The Board of Directors declared an interim dividend of **HK2.5 cents per ordinary share**, a decrease from HK2.8 cents in the same period last year[108](index=108&type=chunk) [Condensed Consolidated Financial Statements](index=26&type=section&id=Condensed%20Consolidated%20Financial%20Statements) [Condensed Consolidated Income Statement](index=26&type=section&id=Condensed%20Consolidated%20Income%20Statement) The Group's revenue and profit fell sharply in H1 2019, primarily due to a significant decrease in property sales H1 2019 Income Statement Summary | Item | H1 2019 (HK$ million) | H1 2018 (HK$ million) | | :--- | :--- | :--- | | Revenue | 1,390.5 | 3,337.8 | | Gross Profit | 689.5 | 1,046.4 | | Profit from operating activities | 445.2 | 621.6 | | Profit before tax | 177.9 | 440.2 | | Profit attributable to shareholders of the parent company | 106.3 | 221.7 | [Condensed Consolidated Statement of Financial Position](index=28&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2019, the Group's total assets were HK$45.94 billion, with total liabilities of HK$24.04 billion Statement of Financial Position Summary (as at June 30, 2019) | Item | Amount (HK$ million) | | :--- | :--- | | **Assets** | | | Total non-current assets | 32,644.5 | | Total current assets | 13,295.5 | | **Total assets** | **45,940.0** | | **Liabilities and Equity** | | | Total current liabilities | (6,841.0) | | Total non-current liabilities | (17,201.8) | | **Total liabilities** | **(24,042.8)** | | **Net assets** | **21,897.2** | | Equity attributable to shareholders of the parent company | 14,027.8 | [Condensed Consolidated Statement of Cash Flows](index=32&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) The Group generated positive net cash from operating activities, while net cash used in investing activities led to an overall decrease in cash H1 2019 Cash Flow Statement Summary | Item | Amount (HK$ million) | | :--- | :--- | | Net cash flows from operating activities | 243.3 | | Net cash flows used in investing activities | (1,018.1) | | Net cash flows from financing activities | 52.0 | | **Net decrease in cash and cash equivalents** | **(722.8)** | [Notes to the Condensed Consolidated Financial Statements](index=34&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, including the adoption of HKFRS 16, and provide breakdowns of segment performance and financial commitments - The new leasing standard (HKFRS 16) was adopted from January 1, 2019, resulting in the recognition of **right-of-use assets of HK$36.7 million** and **lease liabilities of HK$45.0 million** at the beginning of the period[138](index=138&type=chunk)[145](index=145&type=chunk) Revenue by Business Segment (H1 2019) | Business Segment | Sales to External Customers (HK$ million) | | :--- | :--- | | Property development and investment | 87.5 | | Construction and building-related businesses | 8.0 | | Hotel operation and management and hotel ownership | 1,115.4 | | Financial asset investments | 135.0 | | Aircraft ownership and leasing | 25.9 | | Others | 18.7 | - As of June 30, 2019, the Group's total secured interest-bearing bank borrowings amounted to **HK$17.47 billion**, of which HK$5.04 billion is repayable within one year[198](index=198&type=chunk) - The Group had capital commitments of **HK$2.054 billion** for property development projects that were contracted but not yet provided for[226](index=226&type=chunk) [Other Information](index=59&type=section&id=Other%20Information) [Directors' and Substantial Shareholders' Interests](index=59&type=section&id=Directors'%20and%20Substantial%20Shareholders'%20Interests) This section discloses the shareholdings of directors and substantial shareholders, identifying Mr Lo Yuk Sui as the ultimate controlling shareholder - As of June 30, 2019, the Chairman, Mr Lo Yuk Sui, held a total interest in 830,953,817 ordinary shares of the Company, representing **74.55% of the issued shares**[240](index=240&type=chunk) - Substantial shareholder YSL International Holdings Limited and its concert parties (including Century City) held 694,124,547 ordinary shares, representing **62.28% of the issued shares**[255](index=255&type=chunk) [Corporate Governance and Review of Results](index=64&type=section&id=Corporate%20Governance%20and%20Review%20of%20Results) The company complied with most corporate governance code provisions, and the Audit Committee has reviewed the interim financial statements - The company complied with the Corporate Governance Code, with two deviations: the roles of Chairman and Chief Executive Officer are held by the same individual (Mr Lo Yuk Sui), and Independent Non-Executive Directors do not have a specific term of appointment but are subject to retirement by rotation[272](index=272&type=chunk) - The Audit Committee has reviewed the unaudited condensed consolidated financial statements for the six months ended June 30, 2019, with management and the external auditor[275](index=275&type=chunk) [Report on Review of Interim Financial Information](index=66&type=section&id=Report%20on%20Review%20of%20Interim%20Financial%20Information) [Auditor's Conclusion](index=66&type=section&id=Auditor's%20Conclusion) The auditor, Ernst & Young, concluded that nothing has come to their attention that causes them to believe the interim financial information is not prepared in accordance with HKAS 34 - The auditor, Ernst & Young, issued a review conclusion stating that nothing has come to their attention that causes them to believe the interim financial information is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34[279](index=279&type=chunk)

百利保控股有限公司 Paliburg Holdings Limited (於百慕達註冊成立之有限公司) (股份代號 : 617) fi 2018 Co / 目錄 2 公司資料 3 董事簡介 6 主席報告書 25 管理層之討論及分析 33 董事會報告書 43 企業管治報告書 52 財務報表 52 綜合損益表 53 綜合全面收益表 54 綜合財務狀況表 56 綜合權益變動表 58 綜合現金流量表 61 財務報表附註 186 獨立核數師報告 191 主要物業表 199 已公佈五年財務摘要 百利保控股有限公司 二零一八年年報 公司資料 董事 執行董事 羅旭瑞（主席兼行政總裁） 羅俊圖（副主席兼董事總經理） 主要往來銀行 范統（首席營運官） 香港上海滙豐銀行有限公司 羅寶文 恒生銀行有限公司 吳季楷 東亞銀行有限公司 黃寶文 渣打銀行（香港）有限公司 獨立非執行董事 澳新銀行集團有限公司 大華銀行有限公司香港分行 梁寶榮，GBS，JP 中國工商銀行（亞洲）有限公司 伍穎梅，JP 石禮謙，GBS，JP 黃之強 股份登記過戶處 MUFG Fund Services (Bermuda) Limited 審計委員會 The B ...