远东发展(00035) - 2025 - 年度财报

Corporate Information This section lists the company's board of directors, professional committees, senior management, legal advisors, auditor, and principal bankers[9][10][13] Significant Events in FY2025 The Group achieved key milestones in project delivery, new launches, capital market activities, and asset disposals this fiscal year[17][19][22] - Project Delivery & Opening: Commenced delivery of Aspen in London, Hyll on Holland in Singapore, and Queen's Wharf Residences (Tower 4) in Brisbane; Dorsett Kai Tak hotel in Hong Kong began its soft opening, and the initial phase of Queen's Wharf integrated resort in Brisbane opened[17][21] - New Project Launches: Launched the "THE MORAYS" residential project in Hong Kong, the Kingfisher building at Red Bank Riverside in Manchester, and the 640 Bourke Street project in Melbourne[17][22] - Capital & Financing: BC Invest successfully issued two RMBS bonds totaling over A$1 billion; the Group secured its third sustainability-linked loan facility of HK$540 million[17][18][19] - Asset Disposal & Restructuring: Completed the sale of certain UK car parks and entered into agreements to sell its stake in BC Invest and a hotel asset in London to optimize the asset portfolio[19][22] Financial Highlights Income Statement Summary In FY2025, revenue decreased by 6.2%, leading to a net loss attributable to shareholders of HK$1.275 billion due to non-cash impairments Income Statement Summary (HK$ million) | Indicator | FY2025 | FY2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 9,572 | 10,204 | -6.2% | | Gross Profit | 2,361 | 2,785 | -15.2% | | Net Profit╱(Loss) Attributable to Shareholders | -1,275 | 226 | N/A | | Adjusted Cash Profit | 266 | 780 | -65.9% | | Total Dividend (HK cents) | 1.0 | 14.0 | -92.9% | Balance Sheet Summary As of March 31, 2025, total assets and net asset value declined, while the adjusted net gearing ratio remained relatively stable at 67.6% Balance Sheet Summary (HK$ million) | Indicator | 31 March 2025 | 31 March 2024 | Change | | :--- | :--- | :--- | :--- | | Cash Balance and Investment Securities | 3,878 | 4,920 | -21.2% | | Adjusted Total Assets | 61,224 | 65,943 | -7.2% | | Adjusted Net Asset Value Attributable to Shareholders | 28,505 | 30,362 | -6.1% | | Adjusted Net Gearing Ratio (%) | 67.6% | 68.1% | -0.5 p.p. | | Adjusted Net Asset Value Per Share (HK$) | 9.32 | 10.77 | -13.5% | Chairman and CEO's Statement The statement highlights business resilience, prioritizes deleveraging through asset monetization, and explains the dividend policy amidst economic challenges - Despite economic challenges and non-cash impairments affecting profitability, the Group's adjusted revenue exceeded HK$10 billion for the second consecutive year, and it recorded a positive adjusted cash profit, reflecting the resilience of its core businesses[33] - The Group's top priority is to reduce its gearing ratio, which has already seen a decline thanks to recent residential project completions and a solid pre-sale business[35] - To lower debt levels, the Group is actively executing a non-core asset monetization strategy, having realized approximately HK$1.2 billion in FY2025, including its stake in BC Invest and certain UK assets, which is expected to positively impact future financial performance[37] - To preserve cash and reduce the gearing ratio, the Board has decided not to recommend a final dividend but considers resuming dividend payments a top priority as soon as practicable[33] Co-Managing Directors' Report Key Achievements and Business Updates The report reviews FY2025 performance, noting steady hotel revenue growth, strong property development momentum, and strategic initiatives to reduce debt Overview of Business Segment Performance | Business Segment | FY2025 Revenue | Y-o-Y Change | Key Developments | | :--- | :--- | :--- | :--- | | Hotel Operations | Approx. HK$2.1 billion | +2.3% | Opening of Dorsett Kai Tak, Hong Kong; acquisition of 10% stake in a Singapore hotel | | Property Development | Approx. HK$7.2 billion (Adjusted) | +5.3% | Delivery of multiple projects; cumulative pre-sale value reached HK$8.9 billion | | Car Park Operations | HK$713 million | -2.6% | Adjusted gross margin increased to 28.3%; disposal of UK car parks | | Gaming Operations | HK$409 million | +1.6% | Phase one opening of the QWB project's casino | - The Group is actively managing its balance sheet to enhance liquidity and reduce debt by disposing of non-core assets and businesses (such as UK car parks, a London hotel asset, and its stake in BC Invest) and accelerating project collections[53][59] Performance Summary In FY2025, the Group reported a 6.2% decline in revenue to HK$9.6 billion but a 3.8% increase in adjusted revenue to HK$10.6 billion FY2025 Performance Summary | Indicator | Amount | Y-o-Y Change | | :--- | :--- | :--- | | Revenue | Approx. HK$9.6 billion | -6.2% | | Adjusted Revenue | Approx. HK$10.6 billion | +3.8% | | Net Loss Attributable to Shareholders | Approx. HK$1.275 billion | From profit to loss | | Adjusted Cash Profit | Approx. HK$2.66 billion | -65.9% | | Adjusted Net Asset Value Per Share | HK$9.32 | -13.5% | | Full-Year Dividend | 1.0 HK cent per share | -92.9% | Capital Structure The Group improved its capital structure by reducing total borrowings by HK$2.391 billion, with the adjusted net gearing ratio decreasing to 67.6% - Total bank loans, notes, and bonds decreased by approximately HK$2.391 billion year-on-year, mainly due to the repayment of construction loans upon project completion[60] - The adjusted net gearing ratio decreased to 67.6%; excluding the impact of impairments, the pro-forma ratio would have fallen to 65.8%, reflecting the actual effectiveness of debt reduction efforts[60] - The Group possesses approximately HK$4.6 billion in unencumbered hotel assets and unsold inventory, which can be used to raise additional funds and enhance financial flexibility[60] Outlook The Group is optimistic for FY2026, anticipating significant contributions from major project completions and continued growth in the hotel business - In property development, projects expected to be completed in FY2026, such as Victoria Riverside and THE MORAYS, will generate significant revenue and cash flow, contributing to debt reduction, with a cumulative pre-sale value of HK$8.9 billion securing future performance[66] - The hotel business will continue to expand, with approximately 305 rooms expected to be added in the next 12 months; the strategic location of Dorsett Kai Tak in Hong Kong is set to gradually contribute to recurring income[67] - The Group anticipates a decrease in financing costs and is optimistic about achieving fruitful returns in FY2026, committed to creating sustainable long-term value for stakeholders[69] Directors and Senior Management Profile This section details the backgrounds and responsibilities of the company's executive directors, INEDs, and senior management team[71][73][78][84] Five-Year Financial Summary This section presents a five-year summary of the Group's key performance, assets, and liabilities, highlighting financial trends from FY2021 to FY2025 Five-Year Financial Summary (HK$'000) | Indicator | FY2025 | FY2024 | FY2023 | FY2022 | FY2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Performance | | | | | | | Revenue | 9,572,234 | 10,203,679 | 6,478,958 | 5,895,636 | 5,943,694 | | Profit╱(Loss) Before Tax | (897,601) | 585,437 | 729,748 | 1,853,727 | 1,265,827 | | Profit╱(Loss) for the Year | (999,695) | 450,701 | 380,212 | 1,510,536 | 805,740 | | Basic Earnings╱(Loss) Per Share (HK cents) | (41.7) | 8.2 | 6.4 | 49.2 | 20.8 | | Assets and Liabilities | | | | | | | Total Assets | 42,543,356 | 47,261,297 | 53,422,780 | 54,804,316 | 49,900,788 | | Total Liabilities | (29,444,808) | (32,389,953) | (37,774,568) | (36,894,384) | (32,846,525) | | Owners' Funds | 12,793,500 | 14,583,163 | 15,258,728 | 17,533,321 | 16,680,933 | Management Discussion and Analysis Financial Review This section analyzes financial performance, liquidity, and capital structure, noting a revenue decline and net loss but successful debt reduction efforts 1. Profit and Loss Analysis FY2025 consolidated revenue was HK$9.57 billion, with a net loss attributable to shareholders of HK$1.275 billion due to financing costs and one-off expenses Revenue and Adjusted Gross Margin by Business Segment (FY2025) | Business Segment | Revenue (HK$ million) | Adjusted Gross Margin (%) | | :--- | :--- | :--- | | Property Development | 6,179 | 26.0% | | Hotel Operations and Management | 2,077 | 44.4% | | Car Park Operations and Facilities Management | 713 | 28.3% | | Gaming Operations | 409 | 43.0% | - Despite solid revenue performance, the Group's overall profitability was significantly impacted by financing costs and various one-off, non-operating expenses, leading to a net loss attributable to shareholders[105] 2. Liquidity, Financial Resources and Net Gearing The Group reduced total borrowings by HK$2.391 billion to HK$25.371 billion, with an adjusted net gearing ratio of 67.6% as of March 31, 2025 Key Balance Sheet Metrics (HK$ million) | Indicator | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | Total Bank Loans, Notes and Bonds | 25,371 | 27,762 | | Liquidity Position | 3,878 | 4,920 | | Net Debt | 21,493 | 22,842 | | Adjusted Net Gearing Ratio | 67.6% | 68.1% | - The Group implemented several strategies to reduce debt, including: - Accelerating project completion: Expediting delivery of projects like Perth Hub and Queen's Wharf Residences to repay construction loans - Actively monetizing inventory: Promoting cash inflow through the sale of existing stock - Disposing of non-core assets: Realizing approximately HK$1.2 billion from non-core assets and businesses, such as UK car parks and the BC Invest stake - Enhancing the hotel portfolio: New hotel openings contributing cash flow and strengthening recurring income[112][114] 3. Foreign Exchange Management The Group's financial performance is exposed to foreign currency fluctuations, with details provided on the impact of exchange rate changes on profit and net assets - The Group hedges its investment risk in non-Hong Kong operations by borrowing in local currencies; in FY2025, exchange rate fluctuations of major currencies like AUD, RMB, and GBP against HKD impacted both the income statement and balance sheet[123] 4. Net Asset Value Per Share As of March 31, 2025, the adjusted net asset value per share was HK$9.32, based on an adjusted NAV of HK$28.505 billion Net Asset Value Per Share | Indicator | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | Adjusted Net Asset Value Attributable to Shareholders (HK$ million) | 28,505 | 30,362 | | Number of Issued Shares (million) | 3,059 | 2,818 | | Adjusted Net Asset Value Per Share (HK$) | 9.32 | 10.77 | 5. Capital Expenditure Capital expenditure for FY2025 was approximately HK$798 million, primarily for hotel projects, with commitments expected to decrease significantly next year - FY2025 capital expenditure was approximately HK$798 million, mainly for the construction of Dorsett Canary Wharf, Dao by Dorsett North London, and Dorsett Perth[129] - Capital commitments stood at approximately HK$1.387 billion, primarily for hotel development projects, and are expected to decrease substantially in the next fiscal year[130] Business Review This section reviews the operational performance of core business segments, including property development, hotels, car parks, and gaming 1. Property Segment The property segment maintains a strong pipeline with a cumulative pre-sale value of HK$8.9 billion and an estimated GDV of HK$61 billion - As of March 31, 2025, the cumulative attributable pre-sale value and unbooked contracted sales of properties under development was approximately HK$8.9 billion, providing a solid foundation for future performance[134] - The Group's active residential property development projects have an expected attributable gross development value (GDV) of approximately HK$61 billion, with projects spanning multiple markets including Australia, the UK, Hong Kong, and Malaysia[137][142] 2. Hotel Operations and Management The hotel segment, with 35 hotels, saw a slight revenue increase to HK$1.918 billion, though performance varied across different regions Dorsett Group FY2025 Operational Performance | Indicator | FY2025 | FY2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue (HK$ million) | 1,918 | 1,869 | +2.6% | | Occupancy Rate | 72.9% | 73.5% | -0.6 ppt | | Average Room Rate (HK$) | 785 | 783 | +0.3% | | RevPAR (HK$) | 572 | 576 | -0.7% | - The Hong Kong market recovered slower than expected due to a shift in travel patterns of Mainland tourists towards "same-day trips" and an increase in local residents traveling north, leading to a decline in both occupancy and average room rates[191][194] - The Malaysian and Australian markets showed strong performance, with both revenue and occupancy rates recording growth, demonstrating the resilience of the geographical diversification strategy[191][196][208] 3. Car Park Operations and Facilities Management Car park revenue decreased by 2.6% to HK$713 million due to portfolio optimization, but adjusted gross margin significantly improved to 28.3% - Although revenue decreased by 2.6% due to the disposal of underperforming car parks, the adjusted gross margin improved from 20.8% to 28.3%, indicating enhanced operational efficiency[212] - As part of its asset monetization strategy, the Group sold its car park in Manchester, UK, for approximately £17.24 million[213] 4. Gaming Operations and Facilities Management Gaming revenue grew by 1.6% to HK$409 million, supported by the successful phase one opening of the QWB project in Brisbane - Palasino Group's gaming revenue increased slightly by 1.6% to HK$409 million, mainly driven by an increase in the number of slot machines and gaming attendance[214] - The first phase of the casino at the QWB project, in which the Group holds a 25% stake, successfully opened in August 2024 with a positive market response, laying the foundation for future cash flow growth[220][221] 5. Provision of Mortgage Services The Group has agreed to divest its entire stake in BC Invest as part of its strategy to dispose of non-core assets - The Group has entered into an agreement to sell its 53.21% stake in BC Invest for an initial consideration of approximately A$106 million, expecting to record a disposal gain of approximately HK$235 million in the first half of FY2026[224] - Post year-end, in May 2025, the Group disposed of its mortgage portfolio in Hong Kong for approximately HK$485 million, further increasing its liquidity[225] Environmental, Social and Governance (ESG) The Group is advancing its ESG agenda by developing a net-zero roadmap and securing a HK$540 million sustainability-linked loan - Following the TCFD framework, the Group has engaged an independent professional firm to conduct a climate risk analysis to identify significant climate-related risks and opportunities and integrate them into its risk management and strategic framework[227] - The Group successfully arranged its third sustainability-linked loan of HK$540 million, linking interest rates to ESG key performance indicators, with interest savings to be reinvested in the Group's ESG initiatives[228] Outlook The Group is confident about FY2026, expecting significant cash flow from project completions to drive deleveraging and create long-term shareholder value - Projects expected to be completed in FY2026 (such as THE MORAYS and Victoria Riverside) have an attributable GDV of approximately HK$12 billion, which will provide solid revenue and cash flow for deleveraging[229] - The cumulative attributable pre-sale and unbooked sales value remains at approximately HK$8.9 billion, providing visibility for near- to medium-term revenue[230] - The hotel business will further expand with the opening of two new hotels in London, while the QWB project and Palasino gaming operations are expected to deliver long-term value and growth opportunities[231][232] Non-GAAP Financial Measures Non-GAAP Financial Measures This section provides definitions and reconciliations for non-GAAP measures like adjusted cash profit to offer a clearer view of core operating performance Reconciliation of (Loss)/Profit Attributable to Shareholders to Adjusted Cash Profit (HK$'000) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | (Loss)╱Profit Attributable to Shareholders of the Company | (1,275,122) | 226,100 | | Less: Change in fair value of investment properties (after tax) | 210,368 | (3,324) | | Add: Impairment loss on properties held for sale | 311,065 | – | | Add: Impairment loss recognised by associates and joint ventures | 465,875 | – | | Add: Depreciation and impairment of property, plant and equipment | 487,224 | 499,044 | | Other adjustments | (433,403) | 58,469 | | Adjusted Cash Profit (Non-GAAP) | 266,007 | 780,289 | Reconciliation of Adjusted Net Gearing Ratio (HK$ million) | Item | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | Total Equity | 13,099 | 14,871 | | Add: Hotel revaluation surplus | 18,681 | 18,682 | | Adjusted Total Equity (Non-GAAP) | 31,780 | 33,553 | | Net Debt | 21,493 | 22,842 | | Adjusted Net Gearing Ratio (Non-GAAP) | 67.6% | 68.1% | Awards and Honours This section lists the numerous awards received by the Group during the year, recognizing its excellence in corporate governance, IR, ESG, and brand value[253][254][255][256] Diversified and Balanced Business Portfolio The Group operates a diversified business portfolio across property, hotels, car parks, and gaming, with a geographical footprint in Asia-Pacific and Europe[304][308][310] Major Projects This section showcases the Group's flagship residential, mixed-use, and hotel projects across its key global markets[313][318][321][334] Directors' Report This report provides statutory disclosures on the Group's principal activities, financial results, dividend policy, share capital, and corporate governance - The Board of Directors' report outlines the Group's principal activities, financial performance, dividend policy, share capital changes, and other statutory disclosures[376][377] - Due to the loss recorded in FY2025 and to preserve cash, the Board resolved not to recommend a final dividend, bringing the full-year dividend to 1.0 HK cent per share[382] - The report confirms that as of March 31, 2025, the Chairman and CEO, Mr. David CHIU, held an aggregate interest of approximately 56.12% of the Company's shares through controlled corporations and other means[413][417] Corporate Governance Report This report details the company's corporate governance framework, confirming compliance with the CG Code and explaining the roles of the board and its committees - The report confirms that for the year ended March 31, 2025, the Company complied with the code provisions of the Corporate Governance Code, with the only deviation being the roles of Chairman and CEO being held by the same individual (Mr. David CHIU), which the Board believes provides strong and consistent leadership[439][443] - The Board has established an Executive Committee, ESG Steering Committee, Audit Committee, Remuneration Committee, and Nomination Committee, each with clear written terms of reference reporting to the Board[453] - The Board confirms it has established and annually reviewed an effective risk management and internal control system, covering procedures for risk identification, assessment, response, and monitoring, and has an anti-corruption and whistleblowing policy in place[471][481] Financial Statements and Notes Independent Auditor's Report The auditor, Deloitte, issued an unqualified opinion on the financial statements, identifying the valuation of investment properties as a key audit matter - The auditor, Deloitte, issued an unqualified opinion on the consolidated financial statements for the year[492] - The "Valuation of investment properties" was identified as a key audit matter due to its carrying amount of HK$5.825 billion (approx. 13.7% of total assets) and the significant judgment and estimation involved in determining its fair value[494][495] Consolidated Financial Statements This section presents the detailed consolidated income statement, balance sheet, and statements of equity changes and cash flows for the fiscal year Key Data from Consolidated Income Statement (HK$'000) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 9,572,234 | 10,203,679 | | Gross Profit | 2,360,653 | 2,784,757 | | (Loss) Profit Before Tax | (897,601) | 585,437 | | (Loss) Profit for the Year | (999,695) | 450,701 | | (Loss) Attributable to Shareholders of the Company | (1,275,122) | 226,100 | Key Data from Consolidated Balance Sheet (HK$'000) | Item | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | Total Assets | 42,543,356 | 47,261,297 | | Total Liabilities | 29,444,808 | 32,389,953 | | Total Equity | 13,098,548 | 14,871,344 | Notes to the Consolidated Financial Statements The notes provide detailed explanations of accounting policies, segment information, and breakdowns of assets and liabilities, crucial for understanding the financial statements - Note 6 provides a detailed breakdown of revenue, results, and assets for each business segment (Property Development, Hotels, Car Parks, Gaming) and geographical region (Australia, Hong Kong, UK)[587][589] - Note 16 discloses that the fair value of investment properties is HK$5.825 billion, with a fair value loss of HK$236 million recorded for the year[632] - Notes 31 and 34 detail the breakdown, maturity profile, and interest rates of bank borrowings and notes, totaling approximately HK$25.37 billion[687][694] Schedule of Major Properties This section provides a detailed list of the Group's major properties worldwide, categorized by type and including details on location, interest, and status[776][801][823] Glossary This section defines specific terms, abbreviations, and definitions used throughout the report to aid reader comprehension[832][834][835]