截至二零二二年六月三十日止六個月 中期業績公告 本 公 司 股 份 已 自 二 零 二 二 年 四 月 一 日 上 午 九 時 正 起 於 聯 交 所 暫 停 買 賣，並 將 繼 續 暫 停 買 賣 直 至 另 行 通 知 為 止。 於 本 公 告 日 期，董 事 會 包 括 執 行 董 事 官 德 天 先 生、徐 忠 祥 先 生 及 陳 峰 先 生，以 及獨立非執行董事Robert James Woolsey先 生、林 柏 森 先 生、趙 智 華 博 士 及 史 理 生 先 生。 Corporate Information 公司資料 | --- | --- | |-------------------------------------------------------------------|-------------------------------------------------| | | | | COMPANY SECRETARY Ms. Lee Yuen Ting (resigned on 6 February 2023) | 公司秘書 李琬婷女士（於二零二三年二月六日辭任） | | Ms ...

Financial Performance - For the year ended December 31, 2021, the Group reported zero revenue, a significant decline from approximately HK$26,507,000 in 2020[12] - The loss attributable to owners of the Company was approximately HK$1,077,617,000, compared to a loss of approximately HK$7,390,265,000 in 2020[12] - Basic and diluted loss per share for 2021 were both HK$0.01, down from HK$0.05 in 2020[12] - No dividends were recommended for the year ended December 31, 2021, consistent with 2020[12] - No revenue was generated from mass gaming operations for the year ended 31 December 2021, compared to HK$37 million in 2020[54] - Cost of sales decreased to HK$Nil for the year ended 31 December 2021, down from HK$52 million in 2020[58] - Other income for the year ended December 31, 2021 was approximately HK$944,000, compared to a gain on disposal of subsidiaries of HK$47.76 million in 2020[58] - Operating expenses decreased to approximately HK$239 million, primarily due to a reduction in provisions for regulatory matters by approximately HK$500 million and a decrease in staff costs by HK$168 million[58] - The company's capital expenditure for the year ended December 31, 2021 was HK$Nil, down from HK$69 million in 2020[64] - The capital gearing ratio as of 31 December 2021 was approximately negative 146.4%, compared to negative 148.4% as of 31 December 2020[64] - The Group reported a net loss of HK$1,077,617 for the year ended December 31, 2021, with net current liabilities of HK$12,179,909 and net liabilities of HK$8,304,207[95] Casino Operations - During 2021, no VIP table games rolling was generated from the operations of Imperial Palace · Saipan, a drastic decline from HK$846 million in 2020[18] - The casino operations at Imperial Palace · Saipan have been suspended since March 17, 2020, due to COVID-19 restrictions, significantly impacting visitor numbers[19] - As of December 31, 2021, the VIP gaming turnover for Imperial Palace · Saipan was zero, a drastic decline from HK$846 million in 2020[22] - The casino resort developer license was suspended on April 23, 2021, impacting operations significantly[18] - The company is actively planning to reopen the casino by November 2022, pending the resolution of the legal issues[29] - The casino's maximum capacity is 193 gaming tables and 365 slot machines, which remains unutilized due to the ongoing restrictions[22] - The casino in Imperial Palace • Saipan has been suspended since March 17, 2020, resulting in no revenue from VIP gaming operations during the period[44] Legal and Regulatory Issues - The company is currently in a legal dispute regarding whether COVID-19 constitutes a natural disaster under the force majeure clause, which could exempt them from the Annual License Fee[27] - On April 23, 2021, the Commonwealth Casino Commission suspended the casino resort developer license, requiring the payment of an Annual License Fee of US$15,500,000 and a Casino Regulatory Fee of US$3,100,000[26] - The total penalties imposed by the Commonwealth Casino Commission amount to US$6,600,000[26] - The company is in the process of finalizing a settlement agreement with the Commonwealth Casino Commission[32] - The Licensee is disputing the requirement to pay an Annual License Fee of approximately US$31,000,000 (equivalent to approximately HK$240,250,000) for 2020 and 2021 due to the COVID-19 pandemic[95] - A settlement agreement is in progress between the Plaintiffs and the Commonwealth Casino Commission regarding ongoing disputes[100] Investments and Development - As of December 31, 2021, approximately US$914 million has been invested in design, consulting, engineering, construction materials, and labor for the resort development[30] - The company has engaged major global construction and consulting firms for the development of the resort[30] - The construction of Imperial Casha Hotel has been temporarily suspended due to the COVID-19 pandemic[40] - The company expects the sequential opening of villas and hotel rooms at Imperial Palace • Saipan, subject to the lifting of global travel restrictions[40] - The Group had capital commitments of approximately HK$515 million, slightly up from HK$512 million in the previous year[69] Financial Strategy and Funding - The company is considering debt and/or equity fund raising plans to strengthen its financial position and support the development of the casino and integrated resort on Saipan[40] - The Company received an indicative offer for a credit facility of US$100,000,000 (equivalent to HK$777,000,000), valid until September 27, 2023[105] - The company is refinancing existing loans to improve liquidity[110] - The company is exploring other funding sources to cover operational liabilities and capital investments as needed[110] - The company has reached settlement agreements with lenders and bondholders for approximately HK$2,460 million, extending repayment terms by 24 months and potentially converting debt into equity[110] Corporate Governance - The Board comprises two executive directors and three independent non-executive directors, with attendance at board meetings and general meetings detailed in the report[132] - The company established four board committees: Executive, Audit, Nomination, and Remuneration[132] - The Board aims to protect and enhance stakeholder values through effective oversight of the Group's business[138] - The Company has adopted a Board Diversity Policy to ensure a diverse Board composition, considering factors such as gender, age, cultural background, and professional experience[176] - The Audit Committee, comprising two independent non-executive Directors, is responsible for reviewing the Group's financial statements and monitoring the appointment of external auditors[180] - The Board confirmed that the internal control systems of the Group are adequate and effective, complying with the code provisions on internal control of the CG Code[199] - All Directors confirmed compliance with the Model Code for Securities Transactions throughout the year ended December 31, 2021[193] Human Resources - The total number of staff decreased from 844 to 385 as of December 31, 2021, indicating a reduction in workforce[120] - Directors participate in continuous professional development to enhance their knowledge and skills[154] Risk Management - The Group's financial performance and future outlook remain uncertain due to the ongoing regulatory scrutiny and investigations[79] - The Group has its own internal audit function assessing the adequacy and effectiveness of risk management and internal control systems during the year[198] - The Board acknowledges its responsibility in evaluating and determining the nature and extent of risks in achieving the Group's objectives[196]

Financial Performance - For the year ended December 31, 2021, the company reported total revenue of HKD 0 thousand, a significant decrease from HKD 26,507 thousand in 2020[3] - The cost of sales for the year was HKD (51,515) thousand, leading to a gross loss of HKD (25,008) thousand[3] - The company recorded a net loss attributable to shareholders of HKD (1,077,617) thousand for 2021, compared to a loss of HKD (7,390,265) thousand in 2020, indicating an improvement[3] - The company reported a significant increase in financial expenses, totaling HKD (554,097) thousand compared to HKD (404,055) thousand in 2020[3] - The company’s total comprehensive loss for the year was HKD (10,733) thousand, compared to a gain of HKD 4,756 thousand in 2020[10] - The company reported zero revenue from gaming operations for the year, compared to HKD 3.67 million in 2020, indicating a significant decline in performance[72] - The company reported a significant loss of HKD 1,077,617,000 for the year, compared to a loss of HKD 690,887,000 in the previous year, representing an increase in loss of HKD 386,730,000[103] - The company has not generated any taxable profits in Hong Kong or Northern Mariana Islands during the year, resulting in no provisions for income tax[79] - The company reported a loss attributable to shareholders of HKD 1,077,617,000 for the year ended December 31, 2021, compared to a loss of HKD 7,390,265,000 for the year ended December 31, 2020[81] Assets and Liabilities - Total non-current assets amounted to HKD 2,696,144 thousand, a decrease from HKD 2,743,806 thousand in the previous year[15] - Current assets totaled HKD 1,179,558 thousand, slightly up from HKD 1,178,129 thousand in 2020[15] - The company’s total liabilities increased to HKD 12,179,909 thousand from HKD 10,614,532 thousand in 2020[15] - The net liabilities position was HKD (11,000,351) thousand, worsening from HKD (9,436,403) thousand in the previous year[15] - As of December 31, 2021, the group's current liabilities and total liabilities were approximately HKD 11,000,351,000 and HKD 8,352,144,000, respectively[60] - The group had overdue loans totaling HKD 3,725,339,000, with accrued interest of HKD 522,873,000 as of December 31, 2021[60] - The company had a provision for expected credit losses of HKD 9,105,530,000 as of December 31, 2021, compared to HKD 9,054,532,000 for the previous year[84] - The company reported accounts payable of HKD 73,759,000 due for more than one year as of December 31, 2021, compared to HKD 69,795,000 for the previous year[85] Regulatory and Legal Matters - The company is under regulatory scrutiny regarding compliance with the Bank Secrecy Act, which may result in civil penalties or other enforcement actions[87] - The company has provided necessary information to the Financial Crimes Enforcement Network regarding potential violations, but no further developments have occurred as of the announcement date[88] - The company is currently under investigation by federal authorities, with a grand jury issuing two subpoenas for documents and information related to financial transactions from 2013 to 2019[90] - The company is facing a dispute with the Federal Gaming Commission regarding unpaid annual licensing fees of $31 million and regulatory fees of $6.3 million, totaling approximately $240.25 million HKD and $48.83 million HKD respectively[92] - The company has made provisions for estimated civil penalties related to identified and potential violations as of December 31, 2021[88] - The company is cooperating fully with federal authorities during the ongoing investigation, although the outcome and potential penalties remain uncertain[92] - The company has engaged external legal counsel to conduct an independent review of financial transactions, finding no significant criminal liability risks associated with the transactions[90] Financing and Capital Structure - The company has received a financing proposal of USD 100,000,000 (equivalent to HKD 777,000,000) from an independent financial institution, valid until September 27, 2023[64] - The company has established a placement agreement with China Northern Securities Group Limited to arrange for the subscription of bonds up to a total principal amount of HKD 800,000,000 at an annual interest rate of 6%[64] - The company has reached a settlement agreement with major lenders and bondholders to extend the repayment period of certain loans due in 2021 by 24 months, with a total amount of HKD 2.46 billion involved[67] - The company is considering debt and/or equity fundraising opportunities to strengthen its financial position and support its development in Saipan[122] - The company is exploring financing arrangements to enhance its capital and equity positions[196] - The company has agreed to issue bonds with a total principal amount of up to HKD 800 million at an interest rate of 6% per annum[98] Operational Developments - The company is primarily engaged in gaming and resort business, including the development of a comprehensive resort in North Mariana Islands, Saipan[20] - The company is actively planning to reopen its operations by November 2022 under the guidance of the Federal Casino Commission[117] - The company has entered into a construction agreement with an independent construction company to complete remaining construction works at the casino[64] - The company has established a joint venture with a supplier, which will operate a shopping center of 1,000 square meters at the casino, projected to generate annual revenues of HKD 300 million and net profits of HKD 20 million[99] - The company has signed a leasing agreement for 250 hotel rooms and 15 villas for a period of four years, pending necessary licenses and approvals[100] Corporate Governance - The board of directors has confirmed full compliance with the corporate governance code, except for certain deviations regarding insurance coverage for legal proceedings against directors[170] - The company is committed to maintaining high levels of corporate governance through transparency, accountability, and independence[168] - The chairman and CEO roles are currently held by the same individual, with plans to review the management structure for potential adjustments in the future[171] - The company has not arranged monthly updates for the board members, but provides necessary information as needed[175] Future Outlook - The company anticipates significant growth potential in tourist arrivals to Saipan as more hotels commence operations[121] - The company is currently involved in multiple civil lawsuits, which may impact its operational funding over the next five years and pose risks to its investments in the resort[193] - The outcome of the lawsuits and the ability to restart operations depend on the court's decisions regarding the natural disaster claims related to COVID-19[196] - The company is facing uncertainty regarding its future cash flows due to the potential need for asset impairment adjustments[197]

Financial Performance - The financial results for the year ended December 31, 2020, were reported by Imperial Pacific International Holdings Limited[12] - For the year ended 31 December 2020, the Group's revenue was approximately HK$26,507,000, a significant decline from approximately HK$539,266,000 in 2019[13] - The Group's loss attributable to owners of the Company was approximately HK$7,390,265,000, compared to a loss of approximately HK$3,904,270,000 in 2019, resulting in a basic and diluted loss per share of HK$1.03[13] - For the year ended December 31, 2020, the Group achieved revenue of approximately HK$27 million, primarily from casino gaming operations, with a loss attributable to owners of approximately HK$7,390 million, compared to a loss of approximately HK$3,904 million in the previous year[40] - Basic and diluted loss per share for the year was HK$1.03, compared to HK$0.55 (restated) in the previous year[40] - The Group incurred net losses of HK$7,390 million and HK$3,904 million for the years ended December 31, 2020, and 2019, respectively[77] Impact of COVID-19 - The casino in Imperial Palace • Saipan has been suspended since 17 March 2020 due to COVID-19, significantly affecting visitor numbers to Saipan[20] - During the year, unaudited VIP table games rolling was US$109 million (approximately HK$846 million), a drastic decline from HK$14,022 million in 2019 due to the COVID-19 pandemic[19] - The casino in Imperial Palace · Saipan has been suspended since March 17, 2020, due to COVID-19 measures, significantly impacting operations[57] - The Group expects that once travel restrictions are lifted, the casino in Imperial Palace • Saipan will resume operations, enhancing capacity to welcome visitors[32] - The Group has filed a review with the Superior Court in Saipan regarding whether the COVID-19 pandemic constitutes a natural disaster or force majeure[105] Financial Position and Liabilities - As of December 31, 2020, the Group reported cash and bank balances of approximately HK$10 million, a decrease from HK$100 million in 2019[77] - The gearing ratio as of December 31, 2020, was approximately 270.1%, compared to a positive 97.1% on December 31, 2019[77] - The Group had net current liabilities of HK$9,436 million and net liabilities of HK$7,266 million as of December 31, 2020[77] - The Group pledged assets with a carrying amount of approximately HK$92 million as of 31 December 2020, down from HK$103 million in 2019[109] - The Group is required to pay an annual license fee of US$15,500,000 (equivalent to HK$120 million) and a regulatory fee of US$3,100,000 (equivalent to HK$24 million) immediately[105] Investments and Capital Expenditure - An additional approximately US$34 million was invested in the design and construction of the integrated resort during the year, bringing the total investment to approximately US$913 million by the end of 2020[29] - The Group incurred capital expenditure of approximately HK$82 million during the year ended December 31, 2020, a decrease of 90.8% from HK$889 million in 2019[74] - As of December 31, 2020, the Group had capital commitments of approximately HK$512 million, a decrease from HK$545 million as of December 31, 2019[92] Governance and Compliance - The Company is in full compliance with the CG Code, except for the lack of insurance cover for legal actions against directors, which is being addressed[115] - The Company has fully complied with the Corporate Governance Code except for certain deviations regarding insurance for directors and the separation of roles between the Chairman and CEO[118] - The Board aims to protect and enhance stakeholder values through effective oversight of the Group's business and affairs[134] - The Company has established risk management and internal control systems to safeguard shareholder investments and Group assets[200] Investigations and Legal Matters - The Group is currently preparing information requested by FinCEN regarding compliance with the Bank Secrecy Act from October 2016 to present, following indications of apparent violations[89] - The Group is under investigation by Federal Government Authorities, with subpoenas issued in December 2019 for additional documents and information[100] - The potential for fines or penalties from ongoing investigations cannot currently be assessed, and the timeline for resolution is uncertain[101] - The Group has made a provision for estimated civil money penalties related to identified and potential violations of the Bank Secrecy Act[95] Operational Strategy - The Group's strategy includes enhancing marketing channels to attract high-spending VIP customers, which is crucial for recovery post-COVID-19[41] - The Board is considering potential debt and/or equity fund raising plans to strengthen the financial position of the Group, particularly for the development of the casino and integrated resort on Saipan[34] - The management will continue to refinance and/or roll over existing loans to improve liquidity[82] Staffing and Management - The total number of staff as of December 31, 2020, was 844, down from 1,086 on December 31, 2019, with remuneration packages reviewed annually[113] - The Company provides Directors with timely information to enable informed decision-making during board meetings[137] - The Board consists of three Executive Directors and four Independent Non-Executive Directors, with established committees for Audit, Nomination, and Remuneration[129]