凯联国际酒店(00105) - 2023 - 年度业绩

Preliminary Announcement and General Information This section provides the preliminary annual results announcement for the year ended March 31, 2023, reviewed by the Audit Committee without disagreement Announcement Statement This announcement presents the preliminary audited results for the year ended March 31, 2023, reviewed by the Audit Committee, with no responsibility taken by HKEX - This announcement is the preliminary audited results announcement for the year ended March 31, 2023[14] - The Company's Audit Committee has reviewed these results and has no disagreement[14] - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation, and accept no liability for any loss[13] Audit Committee and Auditor's Opinion The Company's Audit Committee has reviewed the annual results, and KPMG confirmed consistency with consolidated financial statements, but did not express an opinion on the preliminary announcement - The Company's Audit Committee has reviewed the Group's audited results for the year ended March 31, 2023, and has no disagreement[14] - The auditor, KPMG, has agreed that the figures in the preliminary announcement are consistent with those in the Group's consolidated financial statements for the year[14] - KPMG has not expressed an opinion or provided an assurance conclusion on this preliminary results announcement[14] Consolidated Financial Statements This section presents the Group's consolidated financial performance and position, including income, comprehensive income, and financial position statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2023, revenue slightly decreased, but gross profit increased, while operating loss and loss attributable to equity holders significantly widened due to increased investment property valuation losses Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | 2023 (HKD Thousand) | 2022 (HKD Thousand) | | :--- | :--- | :--- | | Revenue | 299,283 | 301,316 | | Gross Profit | 213,930 | 212,150 | | Operating Profit before Changes in Fair Value of Investment Properties | 188,358 | 177,685 | | Loss from Changes in Fair Value of Investment Properties | (1,738,427) | (1,266,543) | | Operating Loss after Changes in Fair Value of Investment Properties | (1,550,069) | (1,088,858) | | Loss and Total Comprehensive Income for the Year Attributable to Equity Holders of the Company | (1,584,691) | (1,120,762) | | Loss Per Share — Basic and Diluted (HKD) | (4.40) | (3.11) | - For the year ended March 31, 2023, the loss attributable to equity holders of the Company significantly widened to HKD 1,584,691 thousand from HKD 1,120,762 thousand in the prior year[2] - Basic and diluted loss per share increased to HKD (4.40) in 2023 from HKD (3.11) in 2022[2] Consolidated Statement of Financial Position As of March 31, 2023, investment property value and total equity significantly decreased, primarily due to investment property revaluation, despite an increase in net current assets Consolidated Statement of Financial Position Key Data | Indicator | March 31, 2023 (HKD Thousand) | March 31, 2022 (HKD Thousand) | | :--- | :--- | :--- | | Fixed Assets — Investment Properties | 7,408,000 | 9,143,380 | | Fixed Assets — Other Property, Plant and Equipment | 52,244 | 54,725 | | Net Current Assets | 474,294 | 427,827 | | Total Assets Less Current Liabilities | 7,934,538 | 9,625,932 | | Net Assets | 7,619,946 | 9,319,837 | | Total Equity | 7,619,946 | 9,319,837 | - As of March 31, 2023, investment property value decreased to HKD 7,408,000 thousand from HKD 9,143,380 thousand[3] - As of March 31, 2023, total equity decreased to HKD 7,619,946 thousand from HKD 9,319,837 thousand as of March 31, 2022[3] Notes to the Financial Statements This section details the basis of preparation, changes in accounting policies, principal activities, segment information, revenue, other income, loss before tax, income tax, dividends, loss per share, and receivables/payables 1. Basis of Preparation The financial statements are prepared in accordance with HKFRS, HK GAAP, and the Hong Kong Companies Ordinance, with financial information derived from statutory annual consolidated financial statements and an unqualified auditor's report - The Company's financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards (HKFRS), Hong Kong Generally Accepted Accounting Principles, and the Hong Kong Companies Ordinance, complying with the disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[4] - The financial information in this preliminary results announcement is extracted from the Company's statutory annual consolidated financial statements, for which the auditor has reported on the Group's financial statements for both years with an unqualified auditor's report[5] - Except for the accounting policy changes already reflected, the Company's financial statements have adopted the same accounting policies as those for the year ended March 31, 2022[18] 2. Changes in Accounting Policies Revisions to HKAS 16, HKFRS 3, HKAS 37, and annual improvements to HKFRS 2018-2020 cycle became effective, none of which had a significant impact on the Group's performance or financial position - The amendments to Hong Kong Financial Reporting Standards (HKFRS) effective for the first time for the Group include amendments to Hong Kong Accounting Standard (HKAS) 16 "Property, Plant and Equipment: Proceeds before Intended Use" and Annual Improvements to HKFRS 2018-2020 Cycle[6] - Other changes in accounting policies include amendments to HKFRS 3 "Reference to the Conceptual Framework" and HKAS 37 "Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts — Cost of Fulfilling a Contract"[20] - None of the above standard changes had a significant impact on how the Group's performance and financial position are prepared or presented in the current or prior periods[20] 3. Principal Activities The Group's principal business activity is property investment - The Group's principal business is property investment[7] 4. Segment Information The Group has only one reportable segment, "Property Leasing," thus its business segment information is identical to the consolidated figures - The Group has only a single reportable segment, namely "Property Leasing"[46] - Consequently, the business segment information for this sole reportable segment is identical to the consolidated figures[46] 5. Revenue The Group's revenue primarily consists of rental income from investment properties, totaling HKD 299,283 thousand for the year ended March 31, 2023, slightly lower than the previous year, with one customer contributing over 10% of revenue - Revenue represents the total rental income received and receivable from investment properties[45] Revenue Overview | Indicator | 2023 (HKD Thousand) | 2022 (HKD Thousand) | | :--- | :--- | :--- | | Revenue | 299,283 | 301,316 | - For the year ended March 31, 2023, one customer accounted for over 10% of the Group's revenue, contributing approximately HKD 38,133 thousand (2022: two customers, contributing HKD 38,733 thousand and HKD 37,622 thousand respectively)[21] 6. Other Income and Gains/(Losses) – Net Other income significantly increased this year, mainly driven by higher interest income and compensation from early lease terminations, while a net gain was recorded from the disposal of fixed assets Other Income and Gains/(Losses) – Net | Indicator | 2023 (HKD Thousand) | 2022 (HKD Thousand) | | :--- | :--- | :--- | | Other Income | | | | Interest income | 11,378 | 2,672 | | Management fee income from a holding company | 1,200 | 1,200 | | Compensation received from early termination of leases | 669 | – | | Others | 164 | 254 | | Total Other Income | 13,411 | 4,126 | | Other Gains/(Losses) – Net | | | | Net gain/(loss) on disposal of fixed assets | 24 | (6) | - Interest income significantly increased to HKD 11,378 thousand in 2023 from HKD 2,672 thousand in 2022[47] - Compensation of HKD 669 thousand was received from early lease terminations this year, with no such income in the prior year[47] 7. Loss Before Tax Loss before tax is stated after deducting finance costs, depreciation, and impairment losses on trade receivables, with finance costs significantly increasing and impairment losses substantially decreasing this year - Loss before tax is stated after deducting finance costs, depreciation expenses, and impairment losses on trade receivables[9] Loss Before Tax Related Deductions | Indicator | 2023 (HKD Thousand) | 2022 (HKD Thousand) | | :--- | :--- | :--- | | Finance Costs | | | | Interest on bank loans | 5,727 | 1,928 | | Other borrowing costs | 250 | 970 | | Interest on government land premium payable | 80 | 83 | | Total Finance Costs | 6,057 | 2,981 | | Other Items | | | | Depreciation expenses | 4,360 | 4,213 | | Impairment losses on trade receivables | 126 | 2,278 | - Finance costs increased to HKD 6,057 thousand in 2023 from HKD 2,981 thousand in 2022, primarily due to higher interest on bank loans[47] - Impairment losses on trade receivables significantly decreased to HKD 126 thousand in 2023 from HKD 2,278 thousand in 2022[47] 8. Income Tax Total income tax for the year slightly decreased, with Hong Kong profits tax provision calculated at 16.5% (or 8.25% for the first HKD 2 million for eligible companies), and deferred tax remaining stable - Hong Kong profits tax provision is calculated at a rate of 16.5% on the estimated assessable profits for the year, except for eligible companies under the two-tiered profits tax regime, where the first HKD 2,000,000 of assessable profits is taxed at 8.25%[25] Income Tax Details | Indicator | 2023 (HKD Thousand) | 2022 (HKD Thousand) | | :--- | :--- | :--- | | Current tax | | | | Hong Kong profits tax | 20,021 | 20,464 | | Over-provision in prior years | (33) | (37) | | Deferred tax | | | | Origination and reversal of temporary differences | 8,577 | 8,496 | | Total Income Tax | 28,565 | 28,923 | - Total income tax for the year was HKD 28,565 thousand, a slight decrease from HKD 28,923 thousand in the prior year[48] 9. Dividends The Board recommends a final dividend of HKD 0.23 per share, bringing the total dividend for the year to HKD 0.34 per share, lower than the previous year, with the proposed final dividend not yet recognized as a liability - The Board recommends a final dividend of HKD 0.23 per share for the year ended March 31, 2023 (2022: HKD 0.21 per share)[55] - The Company has paid an interim dividend of HKD 0.11 per share during the year (2022: HKD 0.19 per share)[55] Dividend Distribution | Indicator | 2023 (HKD Thousand) | 2022 (HKD Thousand) | | :--- | :--- | :--- | | Interim dividend declared and paid | 39,600 | 68,400 | | Proposed final dividend | 82,800 | 75,600 | | Total dividends for the year | 122,400 | 144,000 | | Final dividend relating to prior financial year approved and paid during the year | 75,600 | 68,400 | - Including the proposed final dividend, total dividends for the year will be HKD 0.34 per share (2022: HKD 0.40 per share)[55] 10. Loss Per Share — Basic and Diluted Basic loss per share for the year increased to HKD 4.40 from HKD 3.11 in the prior year, primarily due to the expanded loss attributable to equity holders, with no potential dilutive ordinary shares in either year - Basic loss per share is calculated based on the loss attributable to equity holders of the Company of HKD 1,584,691 thousand (2022: HKD 1,120,762 thousand) for the year and 360,000,000 ordinary shares in issue[51] Loss Per Share | Indicator | 2023 (HKD) | 2022 (HKD) | | :--- | :--- | :--- | | Loss Per Share — Basic and Diluted | (4.40) | (3.11) | - There were no potential dilutive ordinary shares in 2023 and 2022[51] 11. Trade Receivables, Deposits and Prepayments As of March 31, 2023, total trade receivables (net of credit loss provision) slightly decreased, and overdue amounts also reduced, with debts generally due on the first day of each month with a grace period Trade Receivables, Deposits and Prepayments | Indicator | March 31, 2023 (HKD Thousand) | March 31, 2022 (HKD Thousand) | | :--- | :--- | :--- | | Not overdue | 108,950 | 107,145 | | Overdue less than 1 month | 9,390 | 12,020 | | Overdue 1 to 3 months | 9,943 | 14,131 | | Overdue more than 3 months but less than 12 months | 5,347 | 7,577 | | Overdue more than 12 months | 2,139 | 1,644 | | Overdue amounts | 26,819 | 35,372 | | Total trade receivables (net of provision for credit losses) | 135,769 | 142,517 | | Deposits and prepayments | 8,770 | 6,587 | | Total | 144,539 | 149,104 | - Total trade receivables (net of provision for credit losses) decreased to HKD 135,769 thousand in 2023 from HKD 142,517 thousand in 2022[27] - Overdue amounts decreased to HKD 26,819 thousand in 2023 from HKD 35,372 thousand in 2022[27] 12. Other Payables and Accruals All other payables and accruals are expected to be settled within one year - All other payables and accruals are expected to be settled within one year[28] Business Review and Commentary This section provides a summary of the Group's financial and operating performance, including rental income, occupancy rates, capital structure, and human resources Financial Performance Summary For FY2023, operating profit before investment property revaluation increased by approximately 6.0%, but loss attributable to equity holders significantly widened due to a substantial increase in investment property valuation losses, leading to a decrease in total equity - For the financial year ended March 31, 2023, the Group's operating profit before changes in fair value of investment properties was HKD 188,400 thousand, an increase of approximately 6.0% compared to the previous financial year[30] - For the financial year ended March 31, 2023, the loss attributable to equity holders of the Group was HKD 1,584,700 thousand, compared to HKD 1,120,800 thousand in the previous financial year[31] - Loss from changes in fair value of investment properties was HKD 1,738,400 thousand, compared to HKD 1,266,500 thousand recorded in the previous financial year; this valuation loss only affects the Group's accounting profit or loss and does not impact its cash flow[56] - As of March 31, 2023, the Group's total equity was HKD 7,619,900 thousand, compared to HKD 9,319,800 thousand as of March 31, 2022[32] Operating Performance Rental income from International Plaza slightly decreased, but occupancy rate improved, while utilized bank credit remained stable, capital gearing ratio slightly increased, and financing tenure was extended to 2024 with an option for further extension - For the financial year ended March 31, 2023, rental income from International Plaza was approximately HKD 296,900 thousand, a decrease of approximately 1.1% compared to the previous financial year[57] - As of March 31, 2023, the occupancy rate of International Plaza improved to approximately 77.2% (2022: 73.5%)[57] - The Group's utilized bank credit facilities amounted to HKD 200,000 thousand (2022: HKD 200,000 thousand), and the capital gearing ratio (calculated as total bank loans divided by total equity) was 2.6% (2022: 2.1%)[58] - The financing tenure has been extended by three years to October 8, 2024, through a second supplemental agreement, with an option for a further two-year extension to October 8, 2026[58] Human Resources As of March 31, 2023, the Group's employee count slightly decreased, while related expenses remained stable - As of March 31, 2023, the Group had 35 employees (2022: 38 employees)[59] - Related expenses for the year were approximately HKD 30,400 thousand (2022: HKD 30,500 thousand), remaining stable[59] Outlook With the full reopening of borders, Hong Kong's economy is recovering, and management is cautiously optimistic about the retail market, expecting continued improvement in the leasing market and stable rental income and operating results for International Plaza in the next fiscal year - With the full reopening of borders in the first quarter of 2023, Hong Kong's economic activities are normalizing, and the Hong Kong economy is experiencing a strong recovery[59] - Management is cautiously optimistic about the retail market outlook and believes the Hong Kong leasing market is continuously improving, though still challenging[59] - Management expects rental income from International Plaza and the Group's operating results to remain stable in the next financial year[59] Corporate Governance This section outlines the Company's compliance with the Corporate Governance Code, including deviations and explanations, as well as adherence to the Model Code for Securities Transactions by Directors and Listing Rule 3.27A Compliance with the Corporate Governance Code The Company complied with most provisions of the Corporate Governance Code in FY2023, with deviations primarily concerning directors' insurance, combined Chairman/CEO roles, company secretary reporting, internal audit function, remuneration committee consultation, and senior management remuneration disclosure - The Company has complied with all applicable code provisions in Part 2 of the Corporate Governance Code as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the financial year ended March 31, 2023, except as disclosed below[36] C.1.8: Directors' Insurance Arrangements The Company currently has no insurance for directors against legal actions, as the Board deems the risk low and costs potentially outweigh benefits, with the company's articles providing indemnity - The Company currently has no insurance arrangements for its directors against potential legal actions[36] - The Board believes the risk of directors being sued or involved in litigation in their capacity as directors is low, and the benefits of insurance may be less than the cost[36] - Pursuant to the Company's Articles of Association, the Company shall indemnify its directors out of its assets against all costs, charges, expenses, losses, and liabilities incurred or sustained by them in or about the execution of their duties[36] C.2.1: Segregation of Chairman and Chief Executive Officer Roles The roles of Chairman and CEO are combined, but daily management is shared by executive directors, strategic decisions are made by the Board, and independent non-executive directors provide checks and balances to ensure power equilibrium - Even with personnel changes in the positions of Chairman and Chief Executive Officer during the reporting year, these roles have consistently been held by one person[71] - To avoid concentration of power, the daily management of the Company's business is shared by executive directors, while objective setting and strategic decisions are jointly the responsibility of the Board members[71] - The Board includes three independent non-executive directors with diverse expertise/talents, whose active participation in Board meetings and leading roles in Board committees provide a "check and balance" on management[71] C.2.2 – C.2.6 and C.2.8 – C.2.9: Chairman's Role and Responsibilities The former Chairman, due to health reasons, could not fulfill all duties, with the Vice Chairman acting on his behalf, executive directors sharing responsibilities, and a new Chairman appointed, ensuring proper execution of relevant code provisions - The then Chairman, due to health reasons, was unable to fulfill his role at all times during the reporting year as required, but had designated the then Vice Chairman, with whom he worked closely, to handle the Chairman's functions[38] - Coupled with the arrangement for the Chairman's duties to be shared by executive directors during his absence and the mechanism described in the preceding paragraph, as well as the subsequent appointment of a new Chairman, the Board believes that the provisions of these code provisions regarding the Chairman's role and functions have been properly executed[38] C.6.3: Company Secretary Reporting Line Before the appointment of the new Chairman/CEO, the Company Secretary reported directly to the then Vice Chairman, not the Chairman/CEO, to ensure efficient communication; the Company now complies with the code, with the Company Secretary reporting directly to the new Chairman/CEO - Before the appointment of the new Chairman/CEO, the Company Secretary did not report to the then Chairman/CEO as required, but directly to the then Vice Chairman[63] - This reporting line allowed for prompt and timely responses to matters requiring immediate attention, and the then Chairman and Vice Chairman maintained close consultation and communication regarding the Company's business[63] - As the Company Secretary now reports directly to the new Chairman/CEO, the Company has complied with the requirements of this code provision[63] D.2.5: Internal Audit Function The Company currently lacks an internal audit function, which the Board deems not cost-effective under current circumstances but will review annually, having enhanced risk management and internal control systems through a monitoring environment and activities - The Company currently does not have an internal audit function[64] - The Board reviewed in March 2023 and determined that establishing and maintaining an internal audit function is not cost-effective under current circumstances, and will review annually whether to add this function[40][64] - The Group has adequate risk management and internal controls, which have been enhanced in sufficiency and effectiveness through establishing a Group-wide monitoring environment (e.g., whistleblowing policy, procedural manuals) and implementing monitoring activities (e.g., semi-annual risk assessments)[64] E.1.1: Remuneration Committee Consultation with Chairman/CEO Due to the former Chairman/CEO's absence and passing, the Remuneration Committee only consulted the then Vice Chairman regarding other executive directors' remuneration proposals; with the appointment of a new Chairman/CEO, the Company now complies with this code provision - Due to the absence of the Company's late Chairman (also Chief Executive Officer) since July 2022 due to ill health, and the subsequent temporary vacancy caused by his passing not yet being filled when the Company considered remuneration proposals for other executive directors[65] - The Remuneration Committee only consulted the then Vice Chairman (who was temporarily assigned the role of Chairman at the time)[65] - To comply with the requirements of this code provision, the Company has reappointed a Chairman (who is also the new Chief Executive Officer) during the year[65] E.1.5: Disclosure of Senior Management Remuneration The Company does not disclose senior management remuneration details by pay band in its annual report, as the Board believes this disclosure is not in the Company's best interest, potentially leading to inappropriate comparisons or revealing sensitive information - The Company does not disclose details of senior management remuneration by pay band in its annual report[73] - The Board believes that non-disclosure of such information will not have any negative impact on the Company; conversely, such disclosure might lead to inappropriate comparisons among employees and unnecessarily provide highly sensitive and confidential information to competitors and other third parties seeking to recruit senior management[73] F.2.2: Attendance of Board Chairman at Annual General Meeting The late Chairman was unable to attend the 2022 AGM due to health reasons, with the then Vice Chairman presiding and other directors attending, ensuring smooth proceedings and shareholder questions were addressed - Mr. Chung Fai Hung (the then Chairman of the Board and Chairman of the Nomination Committee) did not attend the Company's Annual General Meeting held on September 9, 2022, due to health reasons[74] - To ensure the smooth conduct of the AGM and that shareholders' questions were addressed in a timely manner, the then Vice Chairman presided over the AGM in accordance with the Company's Articles of Association, and all other directors attended either in person or via electronic means[74] Model Code for Securities Transactions by Directors The Company adopted the Model Code for Securities Transactions by Directors of Listed Issuers, and all directors confirmed compliance during FY2023 - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules as its own code for directors' dealings in the Company's securities[42] - All directors have confirmed their compliance with the standards set out in the Model Code for the financial year ended March 31, 2023[42] Compliance with Listing Rule 3.27A With the appointment of Mr. Chung King Lam as Chairman of the Board and Nomination Committee, the Company now complies with Listing Rule 3.27A regarding the establishment of a Nomination Committee chaired by the Board Chairman or an independent non-executive director - Following the appointment of Mr. Chung King Lam as Chairman of the Board and Chairman of the Nomination Committee, the Company has complied with Listing Rule 3.27A, which requires listed companies to establish a Nomination Committee chaired by the Board Chairman or an independent non-executive director[68] Other Information This section covers details regarding dividends, closure of member registration for AGM and dividends, share repurchases, publication of annual results and report, Board members, and the announcement date Dividends and Closure of Register of Members To determine members entitled to the final dividend, the Company will close its register of members from September 14 to September 18, 2023, with the proposed final dividend payable on October 5, 2023 - If the proposed final dividend is approved by members at the upcoming Annual General Meeting, the Company will close its register of members from Thursday, September 14, 2023, to Monday, September 18, 2023 (both days inclusive)[29] - All transfer documents, together with the relevant share certificates, must be lodged with the Company's share registrar by 4:30 p.m. (Hong Kong time) on Wednesday, September 13, 2023[29] - The proposed final dividend, if approved at the Annual General Meeting, will be paid on Thursday, October 5, 2023, to members whose names appear on the register of members on Monday, September 18, 2023[29] Annual General Meeting and Closure of Register of Members The Company's Annual General Meeting will be held on September 8, 2023, and the register of members will be closed from September 1 to September 8, 2023, to determine eligibility for attendance and voting - The Company's Annual General Meeting will be held on Friday, September 8, 2023[60] - To determine members eligible to attend and vote at the upcoming Annual General Meeting, the Company will close its register of members from Friday, September 1, 2023, to Friday, September 8, 2023 (both days inclusive)[34] - All transfer documents, together with the relevant share certificates, must be lodged with the Company's share registrar by 4:30 p.m. (Hong Kong time) on Thursday, August 31, 2023[34] Repurchase, Sale or Redemption of Listed Securities Neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of the Company's listed securities during the year - During the year, neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of the Company's listed securities[35] Publication of Annual Results and Annual Report This announcement is published on the HKEX and Company websites, and the annual report for the financial year ended March 31, 2023, will be dispatched to members and published on these websites in due course - This announcement has been published on the website of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the **Company's website (http://aihl.etnet.com.hk/tc/ca_calendar.php)**[43](index=43&type=chunk) - The annual report for the financial year ended March 31, 2023 (containing all information required by the Listing Rules) will be dispatched to the Company's members and published on the aforementioned websites in due course[43] Board of Directors As of the announcement date, the Board comprises five executive directors and three independent non-executive directors - As of the date of this announcement, Mr. Chung King Lam, Mr. Chung King Fai, Mr. Chung Sun Nam, Ms. Chung Chung Ling, and Mr. Chung Chung Hon are Executive Directors; Mr. Chow Wan Hoi, Mr. Wong Yiu Tak, and Mr. Lee Chung are Independent Non-executive Directors[69] Date of Announcement This announcement was published on June 29, 2023 - Hong Kong, June 29, 2023[76]