英皇文化产业(00491) - 2021 - 中期财报

Performance The company experienced a significant decline in total revenue and an increase in net loss, primarily due to the impact of the COVID-19 pandemic on its cinema operations, despite implementing various mitigation measures | Metric | For the Six Months Ended December 31, 2020 (HKD thousands) | For the Six Months Ended December 31, 2019 (HKD thousands) | | :--- | :--- | :--- | | Total Revenue | 72,100 | 96,100 | | Net Loss | 128,100 | 99,000 | | Basic Loss Per Share | HKD 0.04 | HKD 0.03 | - Total revenue decreased by 24.9%, primarily due to the temporary closure of cinemas affected by the COVID-19 pandemic, leading to reduced film exhibition revenue[14] - Net loss increased due to a decline in film exhibition revenue and higher operating expenses from the opening of 3 new cinemas and maintaining existing ones[14] - The Group implemented various measures to mitigate adverse impacts, including negotiating rent reductions with landlords, staff cost savings, and promotional campaigns[14] Management Discussion and Analysis The Group primarily engages in entertainment, media, and cultural development, encompassing cinema operations and investments in films and various cultural activities[17] Business Review The Group's business review primarily focuses on the severe impact of the COVID-19 pandemic on film exhibition, leading to a substantial revenue decline, while simultaneously expanding its network through new cinema openings, with film and cultural event investments showing a slight fair value increase Film Exhibition - Film exhibition segment revenue decreased by 24.9% to HKD 72,100,000, mainly due to cinema closures ranging from 23 to 74 days caused by the COVID-19 pandemic, along with seating capacity and F&B restrictions[18] - As of December 31, 2020, the Group operated 14 cinemas (2019: 11 cinemas), offering 116 screens (2019: 95 screens) and approximately 15,300 seats (2019: 12,400 seats)[20] - During the period, 3 new cinemas opened, including 2 in mainland China and 1 in Hong Kong, with the Emperor Cinemas at Lohas Park, Tseung Kwan O, Hong Kong, being the largest in the district[20][22] - Cinemas are positioned as high-end and premium, equipped with advanced technologies such as IMAX®, ScreenX, 4DX/MX4D, D-Box, and Dolby Atmos, and feature VIP houses[22] Film and Cultural Event Investments | Metric | December 31, 2020 (HKD thousands) | June 30, 2020 (HKD thousands) | | :--- | :--- | :--- | | Fair Value of Film Production Investments | 6,300 | 6,200 | Outlook Despite the significant post-pandemic recovery of the Chinese film market, becoming the world's largest, the Group anticipates a challenging operating environment in the short term (at least the first half of 2021), committing to prudent strategies, continuous cost structure review, operational efficiency improvements, and leveraging social media for brand promotion and customer loyalty to achieve stable long-term growth - The Chinese film market surpassed North America to become the world's largest in 2020 and maintained strong growth in early 2021, indicating positive signs of market recovery[25] - The operating environment for the film industry is expected to remain challenging in the first half of 2021 due to the ongoing global pandemic, the time required for vaccine rollout, and potential intermittent cinema closures and film postponements[25] - The Group will adhere to a prudent strategy, continuously review its cost structure to enhance operational efficiency, and utilize social media to promote its brand, drive sales, and boost customer loyalty[25] - Leveraging its strategic cinema network, the long-established "Emperor" brand, and synergies with Emperor Entertainment Group artists, the Group aims to strengthen its position in the film industry and maintain stable business growth[26] Other Financial Information This section details the Group's liquidity, financial resources, exchange rate risk management, and the decision to terminate a potential acquisition, noting a slight increase in cash and cash equivalents, a significant rise in total borrowings, and a substantial increase in the gearing ratio, alongside the termination of acquisition discussions for Starry Asia Culture due to difficulties in obtaining due diligence information Liquidity and Financial Resources | Metric | December 31, 2020 (HKD thousands) | June 30, 2020 (HKD thousands) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 44,500 | 40,600 | | Total Borrowings | 270,300 | 191,900 | | Gearing Ratio | 142.5% | 65.3% | - The increase in total borrowings primarily includes a loan of HKD 224,700,000 from a related party (June 30, 2020: HKD 146,300,000), as well as bank loans and amounts payable to non-controlling interests[29] - The gearing ratio increased mainly due to higher total borrowings from cinema expansion and a reduction in net assets impacted by the COVID-19 pandemic[29] - The Board believes that, considering existing improvement measures and available credit facilities from related parties and banks, the Group will have sufficient financial resources to fund future working capital[30] Exchange Rate Fluctuation Risk and Related Hedging - The Group's cash and bank balances, income, and expenses are primarily denominated in Hong Kong Dollars, Renminbi, and Malaysian Ringgit[32] - As most assets, liabilities, and transactions are conducted in the functional currencies of overseas operations, the Group was not significantly affected by major fluctuations in foreign exchange rates during the period[32] Termination of Possible Acquisition of Shares in Starry Asia Culture Tourism Group Holdings Limited ("Starry Asia Culture" or "Target Company") and Possible Voluntary Offer - The Company terminated discussions on December 30, 2020, regarding the possible acquisition of shares in Starry Asia Culture Tourism Group Holdings Limited (representing approximately 52.51% of its issued share capital)[35] - The termination was due to difficulties in obtaining necessary financial information and due diligence documents from the target group, making it challenging to assess the value of the target company's shares[35] - No formal or legally binding agreement was entered into between the potential purchaser and the receivers regarding the possible transaction[35] Employees and Remuneration Policy As of December 31, 2020, the Group's total number of employees slightly decreased, with total staff costs amounting to HKD 27.6 million; the Group's remuneration policy is based on individual responsibilities, capabilities, experience, and market levels, offering comprehensive employee benefits including a share option scheme | Metric | December 31, 2020 | | :--- | :--- | | Number of Employees | 478 | | Total Staff Costs | HKD 27,600,000 | - Employee remuneration is determined based on individual responsibilities, capabilities, skills, experience, performance, and market remuneration levels[37] - Employee benefits include medical and life insurance, provident funds, and other competitive benefits, with a share option scheme adopted to incentivize and reward employees[37] Interim Dividend The Board has resolved not to declare any interim dividend for the current period, consistent with the prior corresponding period - The Board has resolved not to declare any interim dividend for the current period (2019: nil)[37] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | For the Six Months Ended December 31, 2020 (HKD thousands) | For the Six Months Ended December 31, 2019 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 72,099 | 96,062 | | Gross Profit | 39,642 | 57,247 | | Other Income and Gains | 11,323 | 3,113 | | Selling, Distribution and Other Cinema Operating Expenses | (126,371) | (103,138) | | Finance Costs | (31,009) | (22,553) | | Loss Before Tax | (128,131) | (98,974) | | Loss for the Period | (128,131) | (98,974) | | Total Comprehensive Loss for the Period | (108,143) | (103,163) | - Loss for the period attributable to owners of the parent was HKD 123,430,000 (2019: HKD 94,807,000)[42] - Basic and diluted loss per share was HKD 0.04 (2019: HKD 0.03)[42] - Exchange differences on translation of overseas operations turned from a loss of HKD 4,189 thousand in 2019 to a gain of HKD 19,988 thousand in 2020[39] Condensed Consolidated Statement of Financial Position | Metric | December 31, 2020 (HKD thousands) | June 30, 2020 (HKD thousands) | | :--- | :--- | :--- | | Total Non-current Assets | 1,684,320 | 1,625,189 | | Total Current Assets | 101,404 | 91,155 | | Total Current Liabilities | 188,049 | 120,323 | | Net Current Liabilities | (86,645) | (29,168) | | Total Non-current Liabilities | 1,448,271 | 1,338,474 | | Net Assets | 149,404 | 257,547 | | Total Equity | 149,404 | 257,547 | - Property, plant and equipment increased to HKD 581,504 thousand (June 30, 2020: HKD 524,524 thousand)[45] - Trade receivables increased to HKD 6,467 thousand (June 30, 2020: HKD 2,532 thousand)[45] - Interest-bearing bank and other borrowings (non-current) increased to HKD 224,670 thousand (June 30, 2020: HKD 146,313 thousand)[48] Condensed Consolidated Statement of Changes in Equity | Metric | July 1, 2020 (Audited) (HKD thousands) | December 31, 2020 (Unaudited) (HKD thousands) | | :--- | :--- | :--- | | Equity Attributable to Owners of the Parent | 293,673 | 189,702 | | Non-controlling Interests | (36,126) | (40,298) | | Total Equity | 257,547 | 149,404 | - Loss for the period resulted in a decrease of HKD 123,430 thousand in equity attributable to owners of the parent[51] - Exchange differences on overseas operations generated a gain of HKD 19,459 thousand, partially offsetting the loss[51] Condensed Consolidated Statement of Cash Flows | Metric | For the Six Months Ended December 31, 2020 (HKD thousands) | For the Six Months Ended December 31, 2019 (HKD thousands) | | :--- | :--- | :--- | | Net Cash From Operating Activities | 1,212 | 141,626 | | Net Cash Used in Investing Activities | (61,315) | (243,734) | | Net Cash From / (Used in) Financing Activities | 62,460 | (20,138) | | Net Increase / (Decrease) in Cash and Cash Equivalents | 2,357 | (122,246) | | Cash and Cash Equivalents at End of Period | 44,540 | 42,908 | - Net cash from operating activities significantly decreased from HKD 141,626 thousand in 2019 to HKD 1,212 thousand in 2020[54] - Net cash from financing activities shifted from a net outflow in 2019 to a net inflow of HKD 62,460 thousand in 2020[54] Notes to the Condensed Consolidated Financial Statements This section provides detailed notes to the condensed consolidated financial statements, covering the basis of preparation, changes in accounting policies, operating segments, revenue, other income and gains, loss before tax, finance costs, income tax, dividends, loss per share, changes in property and equipment, receivables, payables, capital commitments, related party transactions, and fair value measurement of financial instruments[57] 1. Basis of Preparation The condensed consolidated financial statements for the period are prepared in accordance with Hong Kong Accounting Standard 34 and the Listing Rules, using the historical cost convention; the COVID-19 pandemic negatively impacted the Group's performance, leading to increased net loss and net current liabilities, yet the Board, considering cost-saving measures and available long-term loan facilities, believes the Group will continue on a going concern basis - Net loss attributable to owners of the parent for the period was HKD 123,430,000 (2019: HKD 94,807,000)[58] - As of December 31, 2020, net current liabilities were HKD 86,645,000 (June 30, 2020: HKD 29,168,000), and net assets were HKD 149,404,000 (June 30, 2020: HKD 257,547,000)[58] - The Group has secured a long-term loan facility of HKD 1,200,000,000, of which HKD 220,000,000 has been drawn, and a bank revolving loan facility of HKD 20,000,000, of which HKD 2,000,000 has been drawn[60] - The Board believes that, considering improvement measures and available loan facilities, the Group will have sufficient financial resources to continue on a going concern basis[61] 2. Changes in Accounting Policies and Disclosures The Group first applied the revised Hong Kong Financial Reporting Standards effective July 1, 2020, during this period, with the amendment to HKFRS 16 regarding COVID-19-related rent concessions having a significant impact, allowing the Group to recognize HKD 10,060,000 in rent reductions in profit or loss, while other amendments had no material effect on financial position and performance Application of Amendments to Hong Kong Financial Reporting Standards - The Group has first applied the amendments to the Conceptual Framework for Financial Reporting and HKFRS 3, 9, 39, 7, 16, 1, and 8[64] Nature and Impact of Amended Hong Kong Financial Reporting Standards - The amendment to HKFRS 16 allows lessees to elect not to apply lease modification accounting, resulting in the Group recognizing HKD 10,060,000 in COVID-19-related rent concessions in profit or loss for the period[66] - Amendments to HKAS 1 and HKAS 8 clarified the definition of "material" but had no impact on the Group's condensed consolidated financial statements[66] 3. Operating Segment Information The Group's business is divided into two reportable operating segments: cinema operations and film and cultural event investments, with management assessing segment performance based on adjusted profit/loss before tax; for the period, cinema operations generated HKD 72,099 thousand in revenue and a loss of HKD 123,825 thousand, while film and cultural event investments generated a gain of HKD 69 thousand - The Group's two reportable operating segments are: (a) cinema operations; and (b) film and cultural event investments[68] - Segment performance is assessed based on reportable segment profit/loss, which is a measure of adjusted profit/loss before tax[68] Segment Revenue and Results | Segment | For the Six Months Ended December 31, 2020 (HKD thousands) | | :--- | :--- | | Cinema Operations Revenue | 72,099 | | Cinema Operations Segment Results | (123,825) | | Film and Cultural Event Investments Segment Results | 69 | | Loss Before Tax | (128,131) | | Segment | For the Six Months Ended December 31, 2019 (HKD thousands) | | :--- | :--- | | Cinema Operations Revenue | 96,062 | | Cinema Operations Segment Results | (91,241) | | Film and Cultural Event Investments Segment Results | (332) | | Loss Before Tax | (98,974) | 4. Revenue The Group's revenue, entirely from cinema operations, totaled HKD 72,099 thousand, a decrease from the prior period, with disaggregated revenue showing declines in box office, concession sales, and screen advertising services across all major regional markets (mainland China, Hong Kong, and other Asia Pacific regions) | Metric | For the Six Months Ended December 31, 2020 (HKD thousands) | For the Six Months Ended December 31, 2019 (HKD thousands) | | :--- | :--- | :--- | | Cinema Operations Revenue | 72,099 | 96,062 | Disaggregation of Revenue from Contracts with Customers | Category of Goods or Services | For the Six Months Ended December 31, 2020 (HKD thousands) | For the Six Months Ended December 31, 2019 (HKD thousands) | | :--- | :--- | :--- | | Box Office Revenue | 63,503 | 76,130 | | Concession Sales | 4,611 | 9,116 | | Screen Advertising Services | 1,913 | 6,144 | | Others | 2,072 | 4,672 | | Total | 72,099 | 96,062 | | Geographical Market | For the Six Months Ended December 31, 2020 (HKD thousands) | For the Six Months Ended December 31, 2019 (HKD thousands) | | :--- | :--- | :--- | | Mainland China | 52,804 | 60,776 | | Hong Kong | 19,162 | 31,997 | | Other Asia Pacific | 133 | 3,289 | | Total | 72,099 | 96,062 | Performance Obligations - Performance obligations for box office revenue are satisfied when customers watch a film, typically requiring upfront payment[78] - Performance obligations for concession sales are satisfied at the point when customers purchase goods and payment is received[79] - Performance obligations for screen advertising services are satisfied over time as screening services are provided during the agreed period, usually requiring certain upfront payments[80] 5. Other Income and Gains Other income and gains significantly increased to HKD 11,323 thousand during the period, primarily driven by a substantial rise in government subsidies and foreign exchange gains, partially offsetting a decrease in bank interest income | Metric | For the Six Months Ended December 31, 2020 (HKD thousands) | For the Six Months Ended December 31, 2019 (HKD thousands) | | :--- | :--- | :--- | | Bank Deposit Interest Income | 33 | 281 | | Interest Income on Deposits Paid | 703 | 439 | | Fair Value Gain on Financial Assets at FVTPL | 345 | – | | Net Foreign Exchange Gain | 2,950 | 30 | | Government Subsidies | 6,982 | 2,347 | | Others | 310 | 16 | | Total | 11,323 | 3,113 | - Government subsidies primarily originated from the Hong Kong Special Administrative Region Government and local Chinese government agencies as incentives to support business development and alleviate operating pressures from the COVID-19 pandemic[83] 6. Loss Before Tax The Group's loss before tax increased to HKD 128,131 thousand, mainly due to higher depreciation expenses for property, plant and equipment and right-of-use assets; notably, the Group received HKD 10,060 thousand in COVID-19-related rent concessions, effectively mitigating some of the loss | Metric | For the Six Months Ended December 31, 2020 (HKD thousands) | For the Six Months Ended December 31, 2019 (HKD thousands) | | :--- | :--- | :--- | | Depreciation of Property, Plant and Equipment | 37,565 | 20,471 | | Depreciation of Right-of-Use Assets | 56,180 | 41,395 | | Fair Value Loss on Financial Assets at FVTPL | – | 4,724 | | Rent Concessions | (10,060) | – | - Depreciation of property, plant and equipment of HKD 37,390 thousand and depreciation of right-of-use assets of HKD 54,354 thousand are included in "Selling, distribution and other cinema operating expenses"[86] 7. Finance Costs Finance costs for the period increased to HKD 31,009 thousand, primarily due to higher interest expenses on lease liabilities and the emergence of interest expenses on bank and other borrowings | Metric | For the Six Months Ended December 31, 2020 (HKD thousands) | For the Six Months Ended December 31, 2019 (HKD thousands) | | :--- | :--- | :--- | | Interest Expense on Bank and Other Borrowings | 2,383 | – | | Interest Expense on Lease Liabilities | 28,626 | 22,553 | | Total | 31,009 | 22,553 | 8. Income Tax The Group made no provision for Hong Kong profits tax, PRC enterprise income tax, Macau complementary income tax, or Malaysian corporate income tax for the period, as no assessable profits were generated in these jurisdictions; additionally, the Group is exempt from income tax in Bermuda and the British Virgin Islands - The Group made no provision for Hong Kong profits tax, PRC enterprise income tax, Macau complementary income tax, and Malaysian corporate income tax, as no assessable profits were generated[89][90] - In accordance with the rules and regulations of Bermuda and the British Virgin Islands, the Group is not subject to any income tax[90] 9. Dividends The Board has resolved not to declare any interim dividend for the current period, consistent with the prior corresponding period - The Board has resolved not to declare any interim dividend for the current period (2019: nil)[90] 10. Loss Per Share Attributable to Owners of the Parent Basic loss per share attributable to owners of the parent for the period was HKD 0.04, calculated based on a loss of HKD 123,430,000 and a weighted average of approximately 3,213,341,000 ordinary shares; no adjustment was made for diluted loss per share as there were no potentially dilutive ordinary shares outstanding Basic - Basic loss per share was HKD 0.04 (2019: HKD 0.03), calculated based on the loss for the period attributable to owners of the parent of HKD 123,430,000 and the weighted average of approximately 3,213,341,000 ordinary shares in issue[92] Diluted - As there were no potentially dilutive ordinary shares in issue for both periods, no adjustment was made to the basic loss per share amounts presented for those periods[93] 11. Changes in Property, Plant and Equipment As of December 31, 2020, the carrying amount of property, plant and equipment increased to HKD 581,504 thousand, primarily due to new additions and exchange adjustments, partially offset by depreciation expenses | Metric | HKD thousands | | :--- | :--- | | At July 1, 2020 (Audited) | 524,524 | | Additions | 70,941 | | Depreciation Expense | (37,565) | | Exchange Adjustments | 23,604 | | At December 31, 2020 (Unaudited) | 581,504 | 12. Trade Receivables As of December 31, 2020, net trade receivables increased to HKD 6,467 thousand, with most receivables aged within one month, but a significant portion exceeding three months; the Group's trade terms typically require immediate or upfront payment, while other customers are granted a one-month credit period | Metric | December 31, 2020 (HKD thousands) | June 30, 2020 (HKD thousands) | | :--- | :--- | :--- | | Trade Receivables (Net of Impairment) | 6,467 | 2,532 | | Ageing | December 31, 2020 (HKD thousands) | | :--- | :--- | | Within 1 Month | 4,430 | | 1 to 3 Months | – | | Over 3 Months | 2,037 | | Total | 6,467 | - Box office revenue, concession sales, and other product sales are typically settled immediately or in advance, while other customers are generally granted a credit period of 1 month[97] 13. Trade Payables, Other Payables and Accrued Charges As of December 31, 2020, total trade payables, other payables, and accrued charges significantly increased to HKD 77,862 thousand, with notable growth in both trade payables and accrued charges, and most trade payables aged within three months | Metric | December 31, 2020 (HKD thousands) | June 30, 2020 (HKD thousands) | | :--- | :--- | :--- | | Trade Payables | 13,156 | 4,847 | | Accrued Charges | 14,769 | 8,257 | | Other Payables | 49,937 | 35,835 | | Total | 77,862 | 48,939 | | Ageing | December 31, 2020 (HKD thousands) | | :--- | :--- | | Within 3 Months | 12,702 | | Over 3 Months | 454 | | Total | 13,156 | 14. Capital Commitments As of December 31, 2020, the Group's contracted but unprovided capital commitments for property, plant and equipment amounted to HKD 19,219 thousand, a decrease from June 30, 2020 | Metric | December 31, 2020 (HKD thousands) | June 30, 2020 (HKD thousands) | | :--- | :--- | :--- | | Capital Commitments for Property, Plant and Equipment | 19,219 | 39,884 | 15. Related Party Transactions The Group engaged in several significant related party transactions, including company secretarial fees, consulting fees, financial advisory fees, interest on other borrowings, rental expenses, furniture purchases, reimbursement of administrative expenses, and sales of goods; notably, a HKD 224,670 thousand borrowing from a related party is unsecured, interest-bearing, and the lender has agreed not to demand repayment until January 20, 2022 | Transaction Type | For the Six Months Ended December 31, 2020 (HKD thousands) | For the Six Months Ended December 31, 2019 (HKD thousands) | | :--- | :--- | :--- | | Company Secretarial Fees | 100 | 100 | | Consulting Fees | 1 | 691 | | Financial Advisory Fees | 240 | 240 | | Interest on Other Borrowings | 2,357 | – | | Rental Expenses | 9,748 | 9,634 | | Purchase of Furniture | 666 | 4,057 | | Reimbursement of Administrative Expenses | 4,304 | 6,170 | | Sale of Goods | 105 | 393 | - Other borrowings from a family member of a deemed substantial shareholder and a director of the Company had a carrying amount of HKD 224,670,000, were unsecured, bore interest at HIBOR plus 2% per annum, had fixed repayment terms, and the lender agreed not to demand repayment until January 20, 2022[106] - Amounts due to related companies are unsecured, interest-free, and repayable on demand; amounts due to non-controlling interests are unsecured, interest-free, and not repayable within one year from the end of the reporting period[107] 16. Fair Value Measurement of Financial Instruments The Group's fair value measurements for financial instruments primarily include film production investments (Level 3) and investments in listed equity securities (Level 1); film production investments have a fair value of HKD 6,300 thousand, estimated using the income approach (discounted cash flow method) with a discount rate of 6.50%, while listed equity securities investments have a fair value of HKD 1,175 thousand based on market quotations | Financial Instrument | Carrying Amount (HKD thousands) | Fair Value (HKD thousands) | Fair Value Level | Valuation Techniques and Key Inputs | Significant Unobservable Inputs | | :--- | :--- | :--- | :--- | :--- | :--- | | Film Production Investments | 6,300 | 6,300 | Level 3 | Income approach, discounted cash flow method | Discount Rate (6.50%) | | Investments in Listed Equity Securities | 1,175 | 1,175 | Level 1 | Market quotation | Not Applicable | - Sensitivity analysis for film production investments' fair value indicates that a 5% increase/decrease in the discount rate would result in a HKD 13,000 decrease/increase in fair value[112] - The Group held no financial liabilities measured at fair value as of December 31, 2020, and June 30, 2020[115] - During the period, there were no transfers between Level 1 and Level 2 fair value measurements, nor any transfers into or out of Level 3 for financial assets and liabilities[116] Directors' and Chief Executive's Interests in Securities This section discloses the long and short positions held by directors and the chief executive in the Company's shares, underlying shares, and debentures as of December 31, 2020[118] Long Position in the Company As of December 31, 2020, Mr. Yang Zheng Long, as a qualified beneficiary of a private discretionary trust, was deemed to have a long position in 2,371,313,094 shares of the Company, representing 73.80% of the issued voting shares | Name of Director | Capacity / Nature of Interest | Number of Shares Held | Percentage of Issued Voting Shares | | :--- | :--- | :--- | :--- | | Mr. Yang | Qualified Beneficiary of a Private Discretionary Trust | 2,371,313,094 | 73.80% | - These shares are held by Emperor Culture Group Holdings Limited, a wholly-owned subsidiary of Emperor Entertainment Holdings Limited, and held in trust by Alto Trust Limited for a private discretionary trust[119] Long Position in Associated Corporations of the Company Directors hold long positions in several associated corporations; Ms. Fan Man Ching beneficially owns 0.29% of Emperor Group (International) Limited shares, while Mr. Yang Zheng Long, through a private discretionary trust, is deemed to own majority stakes in Emperor Group (International) Limited, Emperor Entertainment Hotel Limited, Emperor Watch & Jewellery Limited, and Ulferts International Limited; Mr. Wong Chi Fai holds HKD 2,000,000 in debentures of Emperor Group (International) Limited | Name of Director | Name of Associated Corporation | Capacity / Nature of Interest | Number of Shares Held | Percentage of Issued Voting Shares | | :--- | :--- | :--- | :--- | | Ms. Fan Man Ching | Emperor Group (International) Limited | Beneficial Owner | 10,500,000 | 0.29% | | Mr. Yang | Emperor Group (International) Limited | Qualified Beneficiary of a Private Discretionary Trust | 2,747,610,489 | 74.71% | | Mr. Yang | Emperor Entertainment Hotel Limited | Qualified Beneficiary of a Private Discretionary Trust | 851,352,845 | 70.07% | | Mr. Yang | Emperor Watch & Jewellery Limited | Qualified Beneficiary of a Private Discretionary Trust | 4,290,850,000 | 63.29% | | Mr. Yang | Ulferts International Limited | Qualified Beneficiary of a Private Discretionary Trust | 600,000,000 | 75.00% | | Name of Director | Name of Associated Corporation | Capacity / Nature of Interest | Amount of Debentures Held | | :--- | :--- | :--- | :--- | | Mr. Wong Chi Fai | Emperor Group (International) Limited | Interest in Controlled Corporation | HKD 2,000,000 | Interests of Other Persons in Shares and Underlying Shares This section discloses the long and short positions held by persons or corporations other than directors and the chief executive in the shares or underlying shares as of December 31, 2020[124] Long Position in Shares As of December 31, 2020, Emperor Entertainment Holdings Limited, Alto Trust Limited, Dr. Albert Yeung Sau Shing, and Ms. Luk Siu Man (Dr. Yeung's spouse) were all deemed to have a long position in 2,371,313,094 shares of the Company, representing 73.80% of the issued voting shares, identical to the interest deemed held by Mr. Yang Zheng Long | Name / Company Name | Capacity / Nature of Interest | Number of Shares Held | Percentage of Issued Voting Shares | | :--- | :--- | :--- | :--- | | Emperor Entertainment Holdings | Interest in Controlled Corporation | 2,371,313,094 | 73.80% | | Alto Trust Limited | Trustee of a Private Discretionary Trust | 2,371,313,094 | 73.80% | | Dr. Yeung | Settlor of a Private Discretionary Trust | 2,371,313,094 | 73.80% | | Ms. Luk | Spouse's Interest | 2,371,313,094 | 73.80% | - These shares are the same as those in which Mr. Yang is deemed to have an interest, as set out in section (A) of "Directors' and Chief Executive's Interests in Securities" above; Ms. Luk is the spouse of Dr. Yeung[124] Corporate Governance and Other Information This section outlines the Company's corporate governance practices, including its share option scheme, compliance with the Corporate Governance Code and Model Code for Securities Transactions, and the review of the interim report[128] Share Options The Company adopted a share option scheme on November 8, 2011, to incentivize employees and directors; however, no share options have been granted under the scheme since its adoption during the period - The Company adopted a share option scheme on November 8, 2011, but no share options have been granted under the scheme since its adoption[128] Corporate Governance Code The Company confirms its continuous compliance with all code provisions of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules throughout the period - During the period, the Company has complied with all code provisions of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules[128] Model Code for Securities Transactions The Company has adopted the Model Code for Securities Transactions as set out in Appendix 10 to the Listing Rules for its directors, and all directors have confirmed compliance during the period; relevant employees who may possess unpublished price-sensitive information of the Group also adhere to internal written guidelines consistent with the Model Code - The Company has adopted the Model Code as set out in Appendix 10 to the Listing Rules as its code of conduct for directors' securities transactions, and all directors have confirmed compliance[128] - Relevant employees who may possess unpublished price-sensitive information of the Group are also required to comply with the Company's written guidelines, which are consistent with the Model Code[128] Review of Interim Report The Group's condensed consolidated financial statements for the period have not been audited or reviewed by the Company's auditor, Ernst & Young, but have been reviewed by the Company's Audit Committee, comprising three independent non-executive directors - The Group's condensed consolidated financial statements for the period have not been audited or reviewed by the Company's auditor, Ernst & Young[128] - This report has been reviewed by the Company's Audit Committee, comprising three independent non-executive directors of the Company[128] Changes in Directors' Information The Company is unaware of any changes in directors' information requiring disclosure under Rule 13.51B(1) of the Listing Rules since the date of the 2019/2020 annual report - The Company is unaware of any changes in directors' information requiring disclosure under Rule 13.51B(1) of the Listing Rules since the date of the 2019/2020 annual report[128] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period[130]