美丽华酒店(00071) - 2025 - 中期财报

Company Information This section provides an overview of Miramar Hotel and Investment Company, Limited's board of directors and other essential company details Board of Directors This section lists the Board of Directors of Miramar Hotel and Investment Company, Limited, including executive, non-executive, and independent non-executive directors, detailing the composition of the Audit, Remuneration, and Nomination Committees - Dr. Lee Ka Shing serves as Chairman and Chief Executive Officer[3] - Mr. Lau Yam Chuen retired as Executive Director on June 5, 2025[3] - Dr. Chung Shui Ming, Timpson serves as Chairman of the Audit Committee and Remuneration Committee[3] - KPMG is the company's auditor[3] Other Company Information This section provides the company's basic contact and listing information, including the share registrar, registered office, stock code, and company website - The share registrar and transfer office is Hong Kong Central Share Registrar Limited[4] - The company's shares are listed on The Stock Exchange of Hong Kong Limited, stock code 71[4] - The company's website is http://www.miramar-group.com[4](index=4&type=chunk) Chairman and Chief Executive Officer's Report This report details the group's consolidated performance, interim dividend declaration, business achievements, and future outlook amidst economic challenges Consolidated Results For the six months ended June 30, 2025, the group's revenue and profit attributable to shareholders both decreased, with underlying profit also falling year-on-year after excluding the net decrease in fair value of investment properties Consolidated Results Overview (For the six months ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | Year-on-year change | | :--- | :--- | :--- | :--- | | Revenue | 1,295 million | 1,400.8 million | -7.6% | | Profit attributable to shareholders | 322.1 million | 373.1 million | -13.7% | | Underlying profit attributable to shareholders (excluding net decrease in fair value of investment properties) | 341.8 million | 398.1 million | -14.1% | | Basic earnings per share | HKD 49 cents | HKD 57 cents (estimated) | -14.1% | Interim Dividend The Board of Directors announced the interim dividend for the six months ended June 30, 2025, and confirmed the record and payment dates - An interim dividend of HKD 23 cents per share is declared[7] - The record date is Friday, September 26, 2025[7] - The expected payment date is Tuesday, October 14, 2025[7] Overview and Business Achievements Facing global economic slowdown, geopolitical tensions, and changing local consumption patterns, the group adopted a "cost-saving and innovation, steady progress" strategy, achieving multiple successes in its mall, catering, and hotel businesses, particularly in expanding into the Muslim-friendly tourism market - Global economic slowdown, geopolitical tensions, and tariff wars hinder free trade, impacting business travelers' willingness to travel[8] - The trend of Hong Kong residents traveling north for consumption led to weak local weekend retail and catering performance[8] - The group adheres to a "cost-saving and innovation, steady progress" strategy, actively expanding flagship stores in malls, introducing international trendy brands, restructuring catering portfolios, and strictly controlling costs[8] - The Mira Hong Kong and Mira Moon Hotel received CrescentRating 5-level Muslim-friendly hotel certification, with The Mira Hong Kong also awarded "Muslim-Friendly Hotel of the Year"[9] - Its upscale Chinese restaurant "Cuisine Cuisine" became the first upscale Chinese restaurant in Hong Kong to receive "Halal-Friendly" certification[9] - The Mira Hong Kong and Mira Moon Hotel maintained high average occupancy rates of 90.3% and 92.9%, respectively, during the period[10] - The proportion of semi-retail tenants in the rental business's office buildings increased to nearly 60%, with average occupancy rates for office and mall properties remaining stable above 90%[10] - Awarded "Best ESG (Corporate Governance) (Small Cap)" at the "11th Hong Kong Investor Relations Awards"[11] Outlook The group remains confident in Hong Kong's long-term development, expecting new impetus from Greater Bay Area integration policies and government tourism initiatives, focusing on digital transformation, AI application, customer service optimization, and building a member economy ecosystem while strictly controlling costs for steady growth - Confident in Hong Kong's long-term development prospects, expecting Greater Bay Area integration policies and government-promoted event economy to bring new impetus to the tourism industry[12] - The core strategy is "innovation and technology empowerment, driving business development," focusing on digital transformation, AI application, customer service experience optimization, and building a member economy ecosystem[12] - Will strictly control costs to enhance resource efficiency, ensuring steady business progress in a volatile environment[12] Acknowledgements The Board of Directors extends sincere gratitude to Mr. Lau Yam Chuen, who retired as Executive Director due to age, and thanks all shareholders, customers, partners, and employees for their support and trust - Mr. Lau Yam Chuen retired as Executive Director on June 5, 2025, due to age[13] - The Board thanks Mr. Lau for his valuable contributions to the company over the past 29 years[13] Management Discussion and Analysis This section provides a detailed analysis of the group's business segments, including hotels, rental, investment properties, catering, and travel, along with treasury management and financial position Hotel and Serviced Apartment Business Revenue and EBITDA for the hotel and serviced apartment business both decreased, primarily due to Hong Kong's tourism reliance on the mainland market, increased international competition, and the re-imposition of hotel accommodation tax; the group maintained high occupancy rates through diversified marketing strategies, Muslim-friendly certification, and digital transformation Hotel and Serviced Apartment Business Financial Performance (For the six months ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | Year-on-year change | | :--- | :--- | :--- | :--- | | Total Revenue | 280 million | 296.9 million | -5.7% | | EBITDA | 53.5 million | 75.4 million | -29.0% | - Hong Kong's tourism industry continues to rely on the mainland market, but mainland travelers' increased interest in long-haul overseas travel led to diversion of some travelers and shorter stays in Hong Kong[16] - The government's re-imposition of a 3% hotel accommodation tax, coupled with the US tariff war, led to increased accommodation costs in Hong Kong and decreased demand from business travelers[16] - The group actively deepened cooperation with domestic and international travel agencies to expand customer sources and seized opportunities from government-promoted event economy for promotion[16] - The Mira Hong Kong and Mira Moon Hotel both received the internationally renowned Muslim travel indicator "CrescentRating" 5-level Muslim-friendly hotel certification[16] - The Mira Hong Kong's average occupancy rate during the period was 90.3% (a slight decrease of 1.3% year-on-year), and Mira Moon Hotel's average occupancy rate was 92.9% (a decrease of 1.7% year-on-year)[17] - The group actively promoted digital transformation and the application of Internet of Things (IoT) technology in its hotel business, demonstrating strong resilience despite IoT upgrade projects affecting some room rentals[17] Rental Business Revenue and EBITDA for the rental business both decreased, primarily affected by the weak retail consumption market in Hong Kong; the group maintained average occupancy rates above 90% through proactive mall management strategies, including optimizing tenant mix, introducing trendy brands, and innovative promotional activities, with plans to apply AI and deepen big data analytics to enhance attractiveness and customer loyalty Rental Business Financial Performance (For the six months ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | Year-on-year change | | :--- | :--- | :--- | :--- | | Revenue | 385.5 million | 401.2 million | -3.9% | | EBITDA | 322.8 million | 340.4 million | -5.2% | - Hong Kong's overall retail consumption market performed weakly, with leasing demand remaining under pressure[19] - The group adopted proactive mall management strategies, expanding flagship stores, introducing international trendy brands, and organizing innovative promotional activities[19] - Plans to apply artificial intelligence in mall management to enhance tenant footfall and dwell time, and deepen big data analytics to build a member economy ecosystem[19] - During the period, the average occupancy rates for the group's office and mall properties both remained above 90%[19] Changes in Fair Value of Investment Properties The group's investment properties are accounted for at fair value and re-evaluated semi-annually; during the period, there was a net decrease in fair value of HKD 14.7 million, with a total book value of HKD 15 billion, which is a non-cash revaluation impairment with no material impact on cash flow Investment Property Fair Value Changes (For the six months ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Net decrease in fair value | 14.7 million | 17.8 million | | Total investment property book value (end of period) | 15 billion | 15 billion (estimated) | - The fair value of investment properties is determined based on the opinion of an external professional valuer (Cushman & Wakefield Limited)[20] - The revaluation impairment is non-cash in nature and has no material impact on the group's cash flow[20] Catering Business Catering business revenue decreased and recorded an EBITDA loss, primarily due to intense competition in Hong Kong's catering market, local residents traveling north for consumption, and rising operating costs; the group flexibly adjusted its restaurant portfolio, optimized operational efficiency, and actively responded to challenges through special events and online sales promotions, with business expected to recover in the second half of the year Catering Business Financial Performance (For the six months ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | Year-on-year change | | :--- | :--- | :--- | :--- | | Total Revenue | 139.4 million | 142.8 million | -2.4% | | EBITDA loss | 2.8 million | 0.03 million (profit) | Turned from profit to loss | | EBITDA after deducting one-off loss provision | 3.8 million (profit) | - | - | - Hong Kong's catering market faces intense competition, the trend of Hong Kong residents traveling north for consumption continues, coupled with high rents and rising operating costs, making the overall market challenging[21] - The group flexibly adjusted its restaurant portfolio, optimized operational efficiency and cost structure, and actively promoted various special events and brand collaborations[21] - Its restaurant "Cuisine Cuisine" was awarded a one-diamond rating in "Black Pearl Restaurant Guide 2025"[21] - Continued to strengthen sales promotion through digital channels and the online store Mira eShop, with online sales maintaining ideal growth[21] Travel Business Travel business revenue and EBITDA significantly decreased, primarily affected by the weak local economy, exchange rate fluctuations, geopolitical tensions, and a series of unforeseen events; the group responded to challenges by flexibly adjusting its product portfolio through deep industry experience and extensive cooperation networks, successfully promoting Middle Eastern culture and in-depth travel experiences Travel Business Financial Performance (For the six months ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | Year-on-year change | | :--- | :--- | :--- | :--- | | Revenue | 490.5 million | 560 million | -12.4% | | EBITDA | 15.4 million | 40.1 million | -61.6% | - The weak local economy, exchange rate fluctuations, and geopolitical security factors suppressed travel intentions, especially for long-haul and high-end travel products[23] - The Southeast Asian market was affected by telecom fraud and natural disasters, the Japanese market raised safety concerns due to earthquake and tsunami rumors, and the Middle East region saw reduced attractiveness of travel routes due to conflicts[23] - The group leveraged its deep industry experience and extensive cooperation network to flexibly adjust its product portfolio and launch distinctive travel solutions[23] - Organized Hong Kong's first Ramadan Iftar dinner with the Consulate General of Turkey in Hong Kong and The Mira Hong Kong, significantly enhancing the group's position in the Muslim travel market[23] Operating and Other Expenses The group's total operating costs increased by 10.9%, mainly due to higher basic operating expenses in an inflationary environment and increased professional and investment fees; the group plans to optimize its operating structure through digital transformation and system upgrades, expecting a significant long-term reduction in labor costs Operating Costs (For the six months ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | Year-on-year change | | :--- | :--- | :--- | :--- | | Total operating costs | 117.2 million | 126.5 million | -7.4% | | Operating costs excluding net exchange gain/(loss) impact | 134.3 million | 121 million | +10.9% | - Cost increase primarily due to higher basic operating expenses in an inflationary environment, as well as increased professional and investment fees[24] - The group plans to optimize its operating structure through strategic investments in digital transformation and various system upgrades[24] - System upgrades are expected to gradually replace labor-intensive and repetitive positions, significantly reducing labor costs in the long run[24] Treasury Management and Financial Position Due to interest rate cuts in the US and Hong Kong, the group's fixed deposit interest income decreased, but its financial position remains robust with ample cash and unutilized credit facilities, and a zero debt-to-capital ratio - Due to interest rate cuts in the US and Hong Kong, the group's overall fixed deposit effective annual interest rate was 3.7%, a 1.2% decrease from the same period last year, resulting in a reduction of approximately HKD 30.4 million in interest income[25] Treasury Management and Financial Position Overview | Indicator | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Consolidated cash | 6.2 billion | 6 billion | | Loans | None | Zero | | Total credit facilities granted | 900 million | 900 million | | Utilized credit facilities | None | Zero | | Debt-to-capital ratio | Zero | Zero | - The group maintains a sound financial policy with ample funds and credit facilities[25] Condensed Consolidated Financial Statements This section presents the group's condensed consolidated financial statements, including the income statement, statement of comprehensive income, statement of financial position, statement of changes in equity, and cash flow statement Consolidated Income Statement This statement presents the group's consolidated revenue, costs, gross profit, other income and expenses, and final profit for the six months ended June 30, 2025, showing a decrease in both revenue and profit attributable to shareholders Consolidated Income Statement Key Data (For the six months ended June 30) | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Revenue | 1,294,971 | 1,400,837 | | Gross profit | 430,296 | 490,147 | | Profit before tax | 386,108 | 465,023 | | Profit for the period | 332,265 | 400,478 | | Profit attributable to shareholders of the company | 322,118 | 373,111 | | Basic and diluted earnings per share | HKD 0.47 | HKD 0.54 | Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the group's profit for the period and other comprehensive income for the six months ended June 30, 2025, including fair value changes of equity securities and exchange differences, leading to the total comprehensive income Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (For the six months ended June 30) | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Profit for the period | 332,265 | 400,478 | | Equity securities designated at fair value through other comprehensive income—fair value changes | 8,148 | 30,504 | | Exchange differences on translating financial statements of subsidiaries outside Hong Kong | 25,435 | (16,883) | | Total comprehensive income for the period | 365,848 | 414,099 | | Total comprehensive income attributable to shareholders of the company | 350,621 | 391,027 | Consolidated Statement of Financial Position This statement provides the group's assets, liabilities, and equity as of June 30, 2025, showing total non-current and current assets, along with corresponding liabilities and shareholders' equity Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator | 2025 (HKD thousand) | December 31, 2024 (HKD thousand) | | :--- | :--- | :--- | | Non-current assets | 15,379,930 | 15,583,428 | | Current assets | 7,299,134 | 6,862,043 | | Current liabilities | (907,212) | (768,096) | | Net current assets | 6,391,922 | 6,093,947 | | Net assets | 21,209,046 | 21,099,926 | | Total equity attributable to shareholders of the company | 21,026,637 | 20,883,304 | Consolidated Statement of Changes in Equity This statement details the changes in the group's share capital, reserves, and non-controlling interests for the six months ended June 30, 2025, including profit for the period, other comprehensive income, and dividend payments Consolidated Statement of Changes in Equity Key Data (For the six months ended June 30) | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Total equity attributable to shareholders of the company at January 1 | 20,883,304 | 20,485,298 | | Profit for the period | 322,118 | 373,111 | | Other comprehensive income | 28,503 | 17,916 | | Total comprehensive income | 350,621 | 391,027 | | Final dividend declared for previous year | (207,288) | (207,288) | | Dividends paid to non-controlling interests | (49,440) | (19,800) | | Total equity attributable to shareholders of the company at June 30 | 21,026,637 | 20,669,037 | Condensed Consolidated Cash Flow Statement This statement summarizes the group's cash flows from operating, investing, and financing activities for the six months ended June 30, 2025, showing a net decrease in cash and cash equivalents Condensed Consolidated Cash Flow Statement Key Data (For the six months ended June 30) | Activity | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Net cash from operating activities | 273,336 | 465,475 | | Net cash used in investing activities | (3,272,837) | (2,901,528) | | Net cash used in financing activities | (25,717) | (26,069) | | Net decrease in cash and cash equivalents | (3,025,218) | (2,462,122) | | Cash and cash equivalents at June 30 | 714,139 | 510,042 | Notes to the Unaudited Interim Financial Report This section provides detailed notes to the unaudited interim financial report, covering basis of preparation, accounting policy changes, segment reporting, profit before tax, taxation, dividends, earnings per share, property details, receivables, payables, share capital, employee retirement schemes, fair value measurement of financial instruments, capital commitments, and related party transactions Basis of Preparation This interim financial report is prepared in accordance with the Listing Rules of The Stock Exchange of Hong Kong Limited and Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants, and has been reviewed by KPMG - This interim financial report has been prepared in accordance with the Listing Rules and HKAS 34 "Interim Financial Reporting"[34] - This interim financial report is unaudited but has been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements 2410[35] Changes in Accounting Policies The group has applied the amendments to HKAS 21 "The Effects of Changes in Foreign Exchange Rates—Lack of Exchangeability," but this amendment has no significant impact on the group's financial performance or position - The group has applied the amendments to HKAS 21 "The Effects of Changes in Foreign Exchange Rates—Lack of Exchangeability"[36] - This amendment will not have a significant impact on the group's financial performance or financial position[36] Revenue and Segment Reporting The group is divided into five reportable segments based on business nature: rental, hotel and serviced apartments, catering, travel, and others, with detailed revenue and adjusted EBITDA for each segment, and a reconciliation to consolidated profit before tax - The group has identified five reportable segments: rental business, hotel and serviced apartment business, catering business, travel business, and others[38][39] - Reportable segment results are measured using "adjusted EBITDA"[39] Reportable Segment Revenue (For the six months ended June 30, 2025) | Segment | HKD thousand | | :--- | :--- | | Rental business | 385,468 | | Hotel and serviced apartment business | 279,572 | | Catering business | 139,429 | | Travel business | 490,502 | | Others | — | | Total | 1,294,971 | Reportable Segment Results (Adjusted EBITDA) (For the six months ended June 30, 2025) | Segment | HKD thousand | | :--- | :--- | | Rental business | 322,810 | | Hotel and serviced apartment business | 53,466 | | Catering business | (2,806) | | Travel business | 15,377 | | Others | (99) | | Total | 388,748 | Profit Before Tax This section specifies the various expenses and income deducted or included in the calculation of profit before tax, including staff costs, finance costs, and other items Profit Before Tax Key Deductions/(Additions) (For the six months ended June 30) | Item | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Staff costs | 284,986 | 284,933 | | Finance costs (interest expense on lease liabilities) | 1,409 | 992 | | Dividend and interest income | (111,736) | (143,479) | | Provision for loss on other properties, plant and equipment | 4,645 | — | | Net fair value (gain)/loss on financial assets at fair value through profit or loss | (3,585) | 4,182 | Taxation This section discloses the group's tax expense for the six months ended June 30, 2025, including Hong Kong profits tax and deferred tax, and explains the basis for tax rate calculation Tax Expense (For the six months ended June 30) | Item | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Taxation—Hong Kong profits tax (provided during the period) | 42,848 | 55,021 | | Taxation—Overseas tax (provided during the period) | 1,857 | 299 | | Deferred tax (fair value changes of investment properties) | 7,293 | 4,179 | | Deferred tax (arising from and reversal of temporary differences) | 1,845 | 5,046 | | Total Taxation | 53,843 | 64,545 | - Hong Kong profits tax provision is calculated at a rate of 16.5%[45] Dividends This section provides details of the interim dividend and dividends approved for the previous financial year Dividend Details (For the six months ended June 30) | Dividend Type | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Interim dividend declared after interim closing (HKD 23 cents per share) | 158,921 | 158,921 | | Dividend relating to previous financial year, approved during this interim period (HKD 30 cents per share) | 207,288 | 207,288 | Earnings Per Share This section explains the calculation methods for basic and diluted earnings per share, and additionally provides the calculation for underlying earnings per share to assess the group's core business performance - Basic and diluted earnings per share are calculated based on profit attributable to shareholders of the company of HKD 322,118,000 and 690,959,695 issued shares[50] Earnings Per Share Details (For the six months ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Basic and diluted earnings per share | HKD 0.47 | HKD 0.54 | | Underlying profit attributable to shareholders of the company | HKD 341,831 thousand | HKD 398,140 thousand | | Underlying earnings per share | HKD 0.49 | HKD 0.58 | - Underlying earnings per share exclude the post-tax impact of fair value changes of investment properties[51] Investment Properties, Other Properties, Plant and Equipment This section details the revaluation of investment properties and their net decrease in fair value, and discloses additions, depreciation, and net book value of right-of-use assets - Investment properties recorded a net decrease in fair value of HKD 14,686,000 during the period, with valuation conducted by Cushman & Wakefield Limited[52] - Right-of-use assets additions amounted to HKD 5,203,000, with depreciation expense of HKD 24,115,000 and loss provision of HKD 1,885,000 recognized[53] - At the end of the reporting period, the net book value of right-of-use assets was HKD 69,697,000[53] Operating Lease Payments (For the six months ended June 30, 2025) | Payment Type | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Fixed payments | 632 | 21 | | Variable payments | 277 | 752 | | Total Payments | 909 | 773 | Trade and Other Receivables This section provides an aging analysis of trade and other receivables and explains the group's credit policy Trade Receivables Aging Analysis (As of June 30) | Aging | 2025 (HKD thousand) | December 31, 2024 (HKD thousand) | | :--- | :--- | :--- | | Within one month | 44,054 | 39,127 | | One to two months | 7,219 | 13,542 | | Over two months | 11,150 | 33,360 | | Trade receivables (net of loss provision) | 62,423 | 86,029 | | Other receivables, deposits and prepayments | 220,346 | 205,358 | | Total | 282,769 | 291,387 | - The general credit period allowed is seven to sixty days from the invoice date[56] Trade and Other Payables This section provides an aging analysis of trade and other payables and explains the terms for amounts due to non-controlling interests of subsidiaries and associates Trade Payables Aging Analysis (As of June 30) | Aging | 2025 (HKD thousand) | December 31, 2024 (HKD thousand) | | :--- | :--- | :--- | | Within three months or repayable on demand | 49,170 | 59,751 | | Over three months to six months | 25,486 | 36,115 | | Trade payables | 74,656 | 95,866 | | Other payables and accrued expenses | 228,979 | 279,784 | | Amounts due to non-controlling interests of subsidiaries | 70,656 | 70,420 | | Amounts due to associates | 4,227 | 4,236 | | Dividends payable | 207,288 | — | | Total | 585,806 | 450,306 | - Amounts due to non-controlling interests of subsidiaries and associates are unsecured, interest-free, and have no fixed repayment terms or are repayable on demand[57][58] Share Capital This section lists the number and amount of the group's issued and fully paid share capital, which remained unchanged during the reporting period Issued Share Capital (As of June 30 / December 31) | Indicator | 2025 (Number of shares) | 2025 (HKD thousand) | 2024 (Number of shares) | 2024 (HKD thousand) | | :--- | :--- | :--- | :--- | :--- | | Issued and fully paid share capital | 690,959,695 | 2,227,024 | 690,959,695 | 2,227,024 | Employee Retirement Schemes This section describes the defined contribution provident fund scheme and Mandatory Provident Fund (MPF) scheme for Hong Kong employees, and the defined contribution retirement scheme for employees of PRC subsidiaries, explaining the treatment of contributions and forfeited contributions - Hong Kong employees participate in a defined contribution provident fund scheme or the Mandatory Provident Fund (MPF) scheme[61][62] - Under the MPF scheme, both employer and employee are required to contribute 5% of the employee's relevant income, with a monthly relevant income cap of HKD 30,000[62] - Forfeited contributions used to reduce employer contributions totaled HKD 47,000 for the six months ended June 30, 2025[62] - Employees of PRC subsidiaries participate in a defined contribution retirement scheme managed by the local municipal government[63] Fair Value Measurement of Financial Instruments This section presents the fair value hierarchy of financial instruments measured at fair value in accordance with HKFRS 13, and explains the valuation methods and data used for Level 2 and Level 3 fair value measurements - Fair value measurements are categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs, no significant unobservable inputs), and Level 3 (significant unobservable inputs)[64][66] Financial Assets Measured at Fair Value (As of June 30, 2025) | Item | Fair Value (HKD thousand) | Level 1 (HKD thousand) | Level 2 (HKD thousand) | Level 3 (HKD thousand) | | :--- | :--- | :--- | :--- | :--- | | Equity securities designated at fair value through other comprehensive income—Hong Kong listed equity securities | 63,993 | 63,993 | — | — | | Financial assets at fair value through profit or loss—Hong Kong listed equity securities | 314,931 | 314,931 | — | — | | Financial assets at fair value through profit or loss—Overseas listed equity securities | 126,182 | 126,182 | — | — | | Financial assets at fair value through profit or loss—Unlisted investment funds | 211,618 | — | 111,059 | 100,559 | - The fair value of unlisted investment funds and other financial instruments is calculated based on their reported net asset value[71] - The fair value of unlisted investment funds is determined by the net asset value stated in periodic reports issued by fund managers[71] Capital Commitments This section lists the group's unprovided capital commitments as of June 30, 2025, primarily related to future expenditures for properties, plant, and equipment Capital Commitments (As of June 30) | Item | 2025 (HKD thousand) | December 31, 2024 (HKD thousand) | | :--- | :--- | :--- | | Contracted for purchase of properties, plant and equipment | 67,863 | 13,725 | | Authorized but not contracted for purchase of properties, plant and equipment | 68,315 | 77,904 | | Total | 136,178 | 91,629 | Significant Related Party Transactions This section discloses several significant related party transactions between the group and its ultimate holding company, its subsidiaries, and associates, including property agency service fees, travel and air ticket revenue, management fee income, and rental income and expenses - Property agency service fees payable to subsidiaries of the ultimate holding company amounted to HKD 1,500 thousand[72] - Travel and air ticket revenue received from subsidiaries and associates of the ultimate holding company amounted to HKD 2,769 thousand[72] - Management fee income received from subsidiaries of the ultimate holding company amounted to HKD 509 thousand[72] - Rental and building management fee income received from a company controlled by a director for leasing an office unit in Miramar Tower A amounted to HKD 10,123 thousand[72] - Cash rent paid to an associate of the ultimate holding company for leasing a shop unit in IFC Mall amounted to HKD 8,901 thousand[72] - All related party transactions also constitute connected transactions or continuing connected transactions as defined in Chapter 14A of the Listing Rules[72] Ultimate Holding Company and Intermediate Holding Company This section identifies the group's ultimate holding company as Henderson Investment Limited and its intermediate holding company as Henderson Land Development Company Limited - The ultimate holding company of the group is Henderson Investment Limited, incorporated in Hong Kong[74] - Henderson Land Development Company Limited is the intermediate holding company[74] Other Information This section covers various additional information, including share transfer registration dates, changes in directors' information, disclosure of interests, share option schemes, arrangements for share or debenture purchases, employees, and training and development Closure of Register of Members and Record Date for Interim Dividend This section specifies the dates for the closure of the register of members and the record date for determining entitlement to the interim dividend, as well as the expected dividend payment date - To determine shareholders' entitlement to the interim dividend, the company will suspend registration of share transfers on Friday, September 26, 2025[76] - The record date for determining shareholders' entitlement to the interim dividend is the close of business on Friday, September 26, 2025[76] - The interim dividend is expected to be paid on Tuesday, October 14, 2025[76] Changes in Directors' Information This section discloses changes in directors' information, noting that Dr. Lam Ko Yin, Colin was awarded the Gold Bauhinia Star - Dr. Lam Ko Yin, Colin was awarded the Gold Bauhinia Star (GBS) by the Government of the Hong Kong Special Administrative Region on July 1, 2025[77] Disclosure of Interests This section details the share interests and short positions of directors and substantial shareholders in the company and its associated corporations Directors' Interests in Shares This section lists the long positions in ordinary shares of the company and its associated corporations held by each director as of June 30, 2025 Directors' Long Positions in Ordinary Shares of Miramar Hotel and Investment Company, Limited (As of June 30, 2025) | Director Name | Other Interests (Shares) | Percentage of Total Issued Shares | | :--- | :--- | :--- | | Dr. Lee Ka Shing | 345,999,980 | 50.08% | | Mr. Tang Yat Sun, Richard | 13,490,280 (Corporate Interest) + 150,000 (Personal Interest) | 1.97% | | Dr. Fung Yuk Bun, Patrick | 10,356,412 | 1.50% | | Mr. Cheng Ka On | 9,329,568 (Personal Interest) + 4,800 (Family Interest) | 1.35% | | Mr. Leung Cheung Biu | 2,218,000 (Family Interest) | 0.32% | - Dr. Lee Ka Shing also holds significant interests in Henderson Investment Limited, Henderson Land Development Company Limited, and Henderson Development Limited[79] Interests of Substantial Shareholders and Other Persons This section lists the substantial shareholders and other persons who beneficially owned 5% or more of the company's issued shares as of June 30, 2025 Substantial Shareholders and Other Persons' Long Positions in Ordinary Shares of Miramar Hotel and Investment Company, Limited (As of June 30, 2025) | Substantial Shareholder | Ordinary Share Interests | Percentage of Shares | | :--- | :--- | :--- | | Dr. Lee Ka Shing | 345,999,980 | 50.08% | | Rimmer (Cayman) Limited | 345,999,980 | 50.08% | | Riddick (Cayman) Limited | 345,999,980 | 50.08% | | Hopkins (Cayman) Limited | 345,999,980 | 50.08% | | Henderson Investment Limited | 345,999,980 | 50.08% | | Henderson Land Development Company Limited | 345,999,980 | 50.08% | | Aynbury Investments Limited | 345,999,980 | 50.08% | | Higgins Holdings Limited | 120,735,300 | 17.47% | | Multiglade Holdings Limited | 128,658,680 | 18.62% | | Threadwell Limited | 96,606,000 | 13.98% | | Mr. Chong Wing Cheong | 68,910,652 | 9.97% | Share Option Schemes The company and its subsidiaries do not have any share option schemes - The company and its subsidiaries do not have any share option schemes[83] Arrangement for Purchase of Shares or Debentures Neither the company nor any of its holding companies, subsidiaries, or fellow subsidiaries participated in any arrangements during the reporting period that would enable the company's directors to acquire benefits by purchasing shares or debentures of the company or any other body corporate - Neither the company nor any of its holding companies, subsidiaries, or fellow subsidiaries participated in any arrangements during the six months ended June 30, 2025, that would enable the company's directors to acquire benefits by purchasing shares or debentures of the company or any other body corporate[84] Employees As of June 30, 2025, the group had a total of 1,307 full-time employees; the group adheres to "equal opportunity employer" principles, promotes a merit-based culture, and regularly reviews its compensation and benefits plans to attract and retain talent - As of June 30, 2025, the group had a total of 1,307 full-time employees, with 1,276 employed in Hong Kong[85] - The group is an "equal opportunity employer," fostering a merit-based culture and attracting talent through "total rewards management"[85] Training and Development The group considers employees its most valuable asset, committed to providing a continuous learning environment and a comprehensive learning and development blueprint covering management, business knowledge, skills, and customer service, and has consistently received awards under the "Manpower Developer Award Scheme" for years - The group is committed to providing a continuous learning environment and opportunities for employees at all levels to help them grow and enhance productivity[86] - Actively develops a comprehensive learning and development blueprint for employees at all levels, including training courses in management skills, business knowledge, specialized skills, and customer service skills[86] - Has consistently received awards under the "Manpower Developer Award Scheme" from the Employees Retraining Board since 2011[86] Corporate Governance This section outlines the company's adherence to corporate governance principles, including compliance with the Corporate Governance Code, review of interim results, audit committee functions, and directors' securities transactions Compliance with Corporate Governance Code The company complied with the code provisions of Appendix C1 "Corporate Governance Code" of the Listing Rules during the reporting period and explained why the roles of Chairman and Chief Executive Officer were not separated, believing it is in the company's best interest - The company complied with the code provisions contained in Appendix C1 "Corporate Governance Code" of the Listing Rules for the six months ended June 30, 2025[88] - The company did not separate the roles of Chairman and Chief Executive Officer as per the Corporate Governance Code, with Dr. Lee Ka Shing holding both roles[88] - The Board believes this arrangement is in the company's best interest, providing consistent leadership and ensuring efficiency in corporate strategy[88] Review of Interim Results The unaudited interim results for the six months ended June 30, 2025, have been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements 2410 - The unaudited interim results have been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity"[89] Audit Committee The Audit Committee has reviewed the group's financial results for the six months ended June 30, 2025, and discussed matters such as internal control, risk management, and financial reporting with relevant personnel - The Audit Committee has reviewed the group's financial results for the six months ended June 30, 2025[90] - The committee discussed internal control, risk management, and financial reporting matters with the Director of Audit, Risk Management and Corporate Services and the independent auditor[90] Purchase, Sale or Redemption of the Company's Listed Securities Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the reporting period - Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period[91] Standard Code for Securities Transactions by Directors The company has adopted the "Model Code for Securities Transactions by Directors of Listed Issuers" as set out in Appendix C3 of the Listing Rules and confirmed that all directors complied with the code during the reporting period - The company has adopted the "Model Code for Securities Transactions by Directors of Listed Issuers" as set out in Appendix C3 of the Listing Rules[92] - Following specific enquiries, the company confirmed that all directors complied with the standards set out in the Model Code during the accounting period covered by the interim report[92] Forward-Looking Statements This report contains forward-looking statements based on the Board's current beliefs, assumptions, and expectations, but actual results may differ materially due to various risks, uncertainties, and factors beyond the company's control - This report contains certain statements that are forward-looking or use similar forward-looking terminology[93] - These forward-looking statements are based on the current beliefs, assumptions, and expectations of the company's Board of Directors regarding the industry and markets in which it operates[93] - Actual results or performance may differ materially from those expressed or implied by such forward-looking statements due to various risks, uncertainties, and other factors beyond the company's control[93] Review Report KPMG reviewed Miramar Hotel and Investment Company, Limited's interim financial report and concluded that nothing came to their attention to suggest it was not prepared in all material respects in accordance with HKAS 34 - KPMG has conducted a review in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity"[96] - The scope of a review is substantially less than that of an audit conducted in accordance with Hong Kong Standards on Auditing, and consequently, no audit opinion is expressed[96] - Based on the review, nothing has come to the reviewer's attention that causes them to believe that the interim financial report is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting"[97]