英皇国际(00163) - 2025 - 年度财报

Corporate Information and Key Dates The report provides core corporate details including board members, auditors, and key dates such as the annual results announcement and AGM - The report provides core corporate information as of June 27, 2025, including the list of board and committee members, company secretary, auditors, principal bankers, registered office, and principal place of business[6][7][11] - Key dates listed include the annual results announcement date (June 27, 2025) and the Annual General Meeting date (August 15, 2025)[12][13] Results Summary This section provides a high-level overview of the company's financial performance, highlighting key revenue and loss figures Results Summary (Continuing Operations) | Metric (Continuing Operations) | 2025 (HK$ Thousand) | 2024 (HK$ Thousand, Restated) | | :--- | :--- | :--- | | Total Revenue | 1,375,878 | 972,553 | | - Property Development | 641,186 | 141,773 | | - Property Investment | 734,692 | 830,780 | | Fair Value Loss on Investment Properties | (1,540,936) | (1,298,022) | | EBITDA | 454,372 | 558,515 | | Loss Attributable to Owners of the Company | (2,320,872) | (2,091,408) | | Basic Loss Per Share | (0.50) HK$ | (0.57) HK$ | Management Discussion and Analysis This section provides management's insights into the company's financial performance, market conditions, and business operations Results The Group's total revenue significantly increased to HK$1.38 billion this year, driven by a 352.2% surge in property development sales, yet a substantial fair value loss on investment properties expanded the loss from continuing operations to HK$2.32 billion, with total loss reaching HK$4.74 billion including discontinued operations Revenue Breakdown | Revenue Category | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue (Continuing Operations) | 1,375,900 | 972,600 | +41.5% | | Property Development Sales | 641,200 | 141,800 | +352.2% | | Rental Income | 734,700 | 830,800 | -11.6% | - Despite revenue growth, the loss attributable to owners of the company from continuing operations expanded to HK$2.32 billion (2024: HK$2.09 billion) due to fair value losses on investment properties[18][22] - Including losses from discontinued operations (primarily the spin-off of Emperor Entertainment Hotel), the total loss attributable to owners of the company was HK$4.74 billion, compared to a loss of HK$2.05 billion in the prior year[18][22] Market Review The Hong Kong property market saw a weak recovery, with policy relaxations and interest rate cuts offering temporary boosts to residential sales, while the retail sector faced challenges from changing consumption patterns and a strong HKD - The Hong Kong property market has not yet seen a strong recovery, but the removal of cooling measures and interest rate cuts positively impacted new residential sales, while talent admission schemes also stimulated housing demand[19][23] - The local retail market was affected by changing consumption patterns and a strong Hong Kong dollar, leading local residents to prefer overseas spending, with commercial leasing and office demand continuing to slow[20][23] Business Review The Group's core businesses are property development and investment, with strong sales from projects like One Jardine's Lookout and SouthSky contributing significantly to revenue, while its over 2.4 million sq ft investment property portfolio maintained high occupancy in Hong Kong Property Sales Property sales performed strongly this year, with One Jardine's Lookout fully pre-sold for approximately HK$950 million, and SouthSky and Central 8 contributing HK$470 million and HK$160 million in sales revenue respectively - The One Jardine's Lookout project in Happy Valley received an enthusiastic market response, with all units having signed sales agreements totaling approximately HK$951 million, and related revenue is expected to be recognized in the first half of the next fiscal year[27][29] - The SouthSky project in Aberdeen delivered 75 units this year, recognizing sales revenue of HK$473 million[32][33] - The Central 8 project in Mid-Levels delivered 28 units this year, recognizing sales revenue of HK$165 million[35][36] Rental Income The Group's diversified investment property portfolio, totaling over 2.4 million sq ft across Hong Kong, Mainland China, Macau, and London, maintained over 90% occupancy in Hong Kong, with HK$1.24 billion in property sales strengthening its financial position - The Group's investment properties in Hong Kong maintained an occupancy rate of over 90%, including several high-quality commercial and retail properties such as Emperor Group Centre and The Pulse[45][46][49] - During the year, the Group completed multiple property sales in Hong Kong, covering commercial, retail, residential, and industrial units, with a total consideration of approximately HK$1.242 billion, and net proceeds used to strengthen its financial position[47][49] - The Group holds significant investment properties outside Hong Kong, including Emperor Group Centre in Beijing, Emperor Nam Van Centre in Macau, and several properties on Oxford Street in London[53][56][58] Prospects The Group anticipates continued challenges in retail and office leasing due to global interest rate uncertainties, but will adapt its property launch schedule to capitalize on Hong Kong's limited land supply and housing demand - Facing global interest rate uncertainties, the Group will closely monitor the market and adjust the launch schedule of development projects as appropriate to seize opportunities in the residential market[60][62] - Retail and office leasing businesses are expected to continue facing challenges, and the Group will maintain business stability through close communication with tenants and flexible strategy adjustments[61][63] Financial and Other Information The Group executed significant capital maneuvers this year, including the spin-off of Emperor Entertainment Hotel via a special interim dividend and a rights issue raising HK$456 million, which, despite reducing net assets, aimed to strengthen its financial position, resulting in a net gearing ratio of 44.4% - The company declared a special interim dividend by way of distribution in specie of its shares in Emperor Entertainment Hotel (296.HK), after which Emperor Entertainment Hotel ceased to be a subsidiary of the Group[65][67] - The company completed a rights issue, issuing approximately 1.84 billion rights shares at HK$0.25 per share on the basis of one rights share for every two existing shares, raising net proceeds of approximately HK$456 million for working capital expansion and business development[66][68] Financial Metrics | Financial Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Net Assets | HK$ 16.943 Billion | HK$ 21.608 Billion | | Net Assets Per Share | HK$ 3.1 | HK$ 5.9 | | Cash and Bank Balances | HK$ 0.640 Billion | HK$ 1.494 Billion | | Total External Borrowings | HK$ 17.234 Billion | HK$ 20.213 Billion | | Net Gearing Ratio | 44.4% | 40.2% | - As of March 31, 2025, the Group had pledged assets with a carrying value of HK$31.186 billion as collateral for bank financing[75][78] Biographies of Directors and Senior Management This section details the backgrounds, experiences, and appointments of the company's board members and senior management, including executive and independent non-executive directors - This chapter provides detailed biographies of the company's board members and senior management, including their backgrounds, experience, and appointments within and outside the Group, such as Ms. Luk Siu Man, Non-executive Director and Chairperson, Mr. Yeung Ching Lung, Executive Director and Vice Chairperson, Ms. Fan Man Seung, Executive Director and Managing Director, and several Independent Non-executive Directors[83][86][89] Directors' Report The Directors' Report covers key corporate actions, including the declaration of a special interim dividend through the spin-off of Emperor Entertainment Hotel and significant related party transactions - This year, the company declared a special interim dividend by way of distribution in specie of Emperor Entertainment Hotel shares, but the Board does not recommend the payment of any final dividend (2024: HK$0.003 per share)[99][104] - As of March 31, 2025, Dr. Albert Yeung Sau Shing is deemed to hold approximately 74.71% of the company's shares through a private discretionary trust established by him, making him the ultimate controlling shareholder of the company[142][143][156] - The report details several significant related party transactions, including ongoing leasing agreements and financial services agreements with other members of the Emperor Group, as well as major disposals of Accurate Choice Developments Limited (for HK$1.14 billion) and King Hero Investments Limited (for HK$79.8 million) to related parties[160][163][174] Corporate Governance Report The company reports full compliance with the Corporate Governance Code, highlighting its board composition with a majority of independent non-executive directors and outlining key risk management strategies - The company reported full compliance with all code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules during the current financial year[205] - The Board of Directors comprises six directors, including one non-executive director, two executive directors, and three independent non-executive directors, with the number of independent non-executive directors exceeding one-third of the Board, ensuring independence[213][216] Key Risks and Mitigation Strategies | Key Risk | Mitigation Strategies/Control Measures | | :--- | :--- | | Changes in Social, Economic, and Political Environment | Closely monitor macroeconomic changes and adjust business strategic plans | | Investment Strategy Risk | Manage investment decisions through rigorous risk-return assessment, due diligence, and project monitoring | | Sustainability of Rental Income | Maintain a balanced and high-quality tenant portfolio, ensure property market competitiveness through timely renovations, and collaborate closely with tenants | | Business/Portfolio Concentration in Hong Kong | Achieve geographical diversification through investments in Macau, Mainland China, and London, and maintain a diversified property type portfolio | | Property Development Risk | Actively participate in land auctions, implement sound bidding policies, strictly monitor project costs, and diversify risks through joint venture structures | | Cybersecurity | Establish an IT security committee, conduct regular system scans and patching, filter malicious emails, and provide relevant training | | Financing Costs and Liquidity | Implement strict cash and treasury management, maintain diversified financing channels, and foster good relationships with banks | Independent Auditor's Report The auditor issued a "disclaimer of opinion" due to insufficient audit evidence regarding the Group's ability to continue as a going concern, primarily stemming from significant overdue bank borrowings and covenant breaches - The auditor issued a "disclaimer of opinion" on the audit report. This was due to the inability to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the Group's ability to continue as a going concern[370][371][374] - The basis for the disclaimer of opinion is that the Group incurred a loss of HK$4.84 billion during the year, and as of March 31, 2025, bank borrowings totaling HK$16.6 billion were overdue and/or in breach of loan agreement terms, which may cast significant doubt on the Group's ability to continue as a going concern[373][375] - Although management has formulated several plans (such as financial restructuring with banks and disposal of specific properties) to improve liquidity, these plans are still in preliminary stages and lack definitive agreement support, thus the auditor could not assess the likelihood of success of these plans or the appropriateness of the going concern assumption[377][378][381] Consolidated Financial Statements This section presents the Group's comprehensive financial performance and position, including the statement of profit or loss, financial position, cash flows, and detailed notes Consolidated Statement of Profit or Loss The Group's total revenue reached HK$1.38 billion this year, but high property sales costs and a HK$1.54 billion fair value loss on investment properties resulted in a HK$2.32 billion loss from continuing operations, with the total annual loss reaching HK$4.84 billion after including HK$2.52 billion from discontinued operations Consolidated Statement of Profit or Loss | Item (HK$ Thousand) | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Total Revenue | 1,375,878 | 972,553 | | Gross Profit | 472,508 | 714,110 | | Fair Value Change on Investment Properties | (1,540,936) | (1,298,022) | | Loss Before Tax (Continuing Operations) | (2,356,463) | (2,121,769) | | Loss for the Year (Continuing Operations) | (2,320,872) | (2,091,408) | | (Loss) Profit from Discontinued Operations | (2,520,057) | 62,831 | | Total Loss for the Year | (4,840,929) | (2,028,577) | | Loss Attributable to Owners of the Company | (4,743,204) | (2,046,666) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets were HK$37.39 billion, total liabilities HK$20.44 billion, and net assets HK$16.94 billion, with a significant net current liability of HK$13.08 billion due to HK$18.82 billion in current liabilities, indicating severe short-term liquidity pressure Consolidated Statement of Financial Position | Item (HK$ Thousand) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Assets | 37,385,204 | 46,587,839 | | - Non-current Assets | 31,646,813 | 39,074,069 | | - Current Assets | 5,738,391 | 7,513,770 | | Total Liabilities | 20,442,192 | 23,040,697 | | - Current Liabilities | 18,820,063 | 9,377,739 | | - Non-current Liabilities | 1,622,129 | 13,662,958 | | Net Current Liabilities | (13,081,672) | (1,863,969) | | Net Assets | 16,943,012 | 23,547,142 | | Total Equity | 16,943,012 | 23,547,142 | - Due to overdue bank borrowings or breaches of terms, a significant portion of previously non-current bank borrowings (HK$16.6 billion) was reclassified as current liabilities, causing current liabilities to surge from HK$9.38 billion to HK$18.82 billion, which is the primary reason for liquidity pressure[398][433] Consolidated Statement of Cash Flows The Group generated HK$1.18 billion in net cash from operating activities and HK$420 million from investing activities this year, but financing activities resulted in a HK$2.45 billion net cash outflow, primarily for bank loan repayments, leading to an HK$850 million net decrease in cash and cash equivalents, ending the period with HK$640 million Consolidated Statement of Cash Flows | Item (HK$ Thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 1,179,053 | 535,705 | | Net Cash from Investing Activities | 422,892 | 2,176,366 | | Net Cash from Financing Activities | (2,454,975) | (3,525,447) | | Net Decrease in Cash and Cash Equivalents | (853,030) | (813,376) | | Cash and Cash Equivalents at Beginning of Period | 1,479,449 | 2,311,133 | | Cash and Cash Equivalents at End of Period | 639,588 | 1,479,449 | Notes to the Consolidated Financial Statements The notes provide detailed explanations of the Group's financial position and performance, covering key accounting policies, significant judgments, and estimates, with particular focus on going concern uncertainties, investment property valuations, bank borrowings, and related party transactions - Material Uncertainty Related to Going Concern (Note 3.1.1): The note explicitly states that as of March 31, 2025, the Group had HK$16.6 billion in bank borrowings that were overdue or in breach of terms, which constitutes a material uncertainty regarding its ability to continue as a going concern; management is addressing liquidity risks through financial restructuring negotiations with banks, property disposals, and cost control measures[433][435][438] - Valuation of Investment Properties (Note 15): The fair value of the Group's investment properties decreased from HK$34.39 billion to HK$29.79 billion, with a net decrease in fair value of HK$1.80 billion recorded during the year, which is one of the primary factors contributing to the Group's loss[743] - Bank Borrowings (Note 33): As of March 31, 2025, total bank borrowings of HK$16.6 billion were entirely classified as current liabilities due to being overdue or in default, whereas only HK$6.43 billion was current in the prior year[861] Five-year Financial Summary This section provides a condensed overview of the Group's key financial performance and position metrics over the past five fiscal years, highlighting trends in revenue, losses, assets, and liabilities Five-year Financial Summary | Item (HK$ Thousand) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 1,375,878 | 1,761,815 | 1,210,682 | 2,329,324 | 1,317,082 | | Loss for the Year | (4,840,929) | (2,028,577) | (2,201,586) | (739,642) | (870,286) | | Loss Attributable to Owners of the Company | (4,743,204) | (2,046,666) | (2,141,983) | (469,329) | (767,448) | | Total Assets | 37,385,204 | 46,587,839 | 51,128,055 | 54,705,505 | 60,249,122 | | Total Liabilities | (20,442,192) | (23,040,697) | (25,319,733) | (25,938,002) | (30,846,341) | | Equity Attributable to Owners of the Company | 16,943,012 | 21,607,927 | 23,887,196 | 26,765,814 | 27,069,470 | Summary of Properties This section provides a detailed listing of the Group's principal property portfolio as of March 31, 2025, including investment properties, investment properties under development, and properties held for sale - This chapter details the Group's principal property portfolio as of March 31, 2025, including investment properties, investment properties under development, and properties held for sale, with the list covering key information such as property location, usage, floor area, Group's interest, and land lease terms[1023][1031][1034]