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IRC Limited — Interim / Quarterly Report 2015
Apr 16, 2015
49636_rns_2015-04-16_49c91956-5686-46e8-bb20-760cd19a7550.pdf
Interim / Quarterly Report
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Corporate Information
PLACE OF INCORPORATION Hong Kong
AUTHORISED REPRESENTATIVES
Chew Fook Aun Chow Kwok Wor
BOARD OF DIRECTORS
Executive Directors
Lam Kin Ngok, Peter (Chairman) Chew Fook Aun (Deputy Chairman) Lau Shu Yan, Julius (Chief Executive Officer) Lam Hau Yin, Lester
Non-executive Directors
Lam Kin Ming U Po Chu
Independent Non-executive Directors
Ip Shu Kwan, Stephen, GBS, JP Lam Bing Kwan Leung Shu Yin, William
AUDIT COMMITTEE
Leung Shu Yin, William (Chairman) Lam Bing Kwan Lam Kin Ming
REMUNERATION COMMITTEE
Leung Shu Yin, William (Chairman) Chew Fook Aun Lam Bing Kwan
SHARE REGISTRAR AND TRANSFER OFFICE
Tricor Tengis Limited Level 22, Hopewell Centre 183 Queen’s Road East Hong Kong
INDEPENDENT AUDITORS
Ernst & Young Certified Public Accountants
PRINCIPAL BANKERS
The Bank of East Asia, Limited China Construction Bank Corporation Chong Hing Bank Limited DBS Bank Ltd. Hang Seng Bank Limited The Hongkong and Shanghai Banking Corporation Limited
SHARES INFORMATION Place of Listing
The Main Board of The Stock Exchange of Hong Kong Limited
Stock Code
488
COMPANY SECRETARY
Chow Kwok Wor
REGISTERED OFFICE / PRINCIPAL OFFICE
11th Floor Lai Sun Commercial Centre 680 Cheung Sha Wan Road Kowloon, Hong Kong
Tel: (852) 2741 0391 Fax: (852) 2785 2775
Board Lot 15,000 Shares
WEBSITE
www.laisun.com
INVESTOR RELATIONS
Tel: (852) 2853 6116 Fax: (852) 2853 6651 E-mail: [email protected]
1
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED
The board of directors (the “ Board ”) of Lai Sun Development Company Limited (the “ Company ”) is pleased to present the unaudited consolidated results of the Company and its subsidiaries (the “ Group ”) for the six months ended 31 January 2015 together with the comparative figures of the last corresponding period as follows:
Condensed Consolidated Income Statement
For the six months ended 31 January 2015
| Six months ended | Six months ended | |||
|---|---|---|---|---|
| 31 January | ||||
| 2015 | 2014 | |||
| (Unaudited) | (Unaudited) | |||
| Notes | HK$’000 | HK$’000 | ||
| TURNOVER | 3 | 777,643 | 1,224,654 | |
| Cost of sales | (330,720) | (623,059) | ||
| Gross profit | 446,923 | 601,595 | ||
| Other revenue | 30,703 | 37,818 | ||
| Selling and marketing expenses | (11,631) | (33,758) | ||
| Administrative expenses | (177,007) | (153,749) | ||
| Other operating expenses, net | (43,316) | (40,957) | ||
| Employee share option benefits | 11 | (528) | — | |
| Fair value gains on investment properties | 709,727 | 340,218 | ||
| Provision for tax indemnity | 13(b) | — | (139,017) | |
| PROFIT FROM OPERATING ACTIVITIES | 4 | 954,871 | 612,150 | |
| Finance costs | 5 | (84,100) | (122,489) | |
| Share of profits and losses of associates | (9,571) | 43,467 | ||
| Share of profits and losses of joint ventures | 103,305 | 49,151 | ||
| Discount on acquisition of additional interest in an associate | 6 | — | 99,382 | |
| PROFIT BEFORE TAX | 964,505 | 681,661 | ||
| Tax | 7 | (40,606) | (44,986) | |
| PROFIT FOR THE PERIOD | 923,899 | 636,675 | ||
| Attributable to: | ||||
| Owners of the Company | 908,382 | 622,028 | ||
| Non-controlling interests | 15,517 | 14,647 | ||
| 923,899 | 636,675 | |||
| EARNINGS PER SHARE ATTRIBUTABLE TO | ||||
| OWNERS OF THE COMPANY | 8 | |||
| Basic | HK$0.045 | HK$0.031 | ||
| Diluted | HK$0.045 | HK$0.031 | ||
2 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Condensed Consolidated Statement of Comprehensive Income For the six months ended 31 January 2015
| Six months ended | Six months ended | ||
|---|---|---|---|
| 31 January | |||
| 2015 | 2014 | ||
| (Unaudited) | (Unaudited) | ||
| HK$’000 | HK$’000 | ||
| PROFIT FOR THE PERIOD | 923,899 | 636,675 | |
| OTHER COMPREHENSIVE (EXPENSE)/INCOME | |||
| Other comprehensive (expense)/income to be reclassified to profit or loss | |||
| in subsequent periods: | |||
| Change in fair values of available-for-sale financial assets | (14,944) | 4,150 | |
| Exchange realignments | (58,614) | 11,141 | |
| Share of other comprehensive income of an associate | 18,675 | 59,380 | |
| OTHER COMPREHENSIVE (EXPENSE)/INCOME FOR THE PERIOD | (54,883) | 74,671 | |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 869,016 | 711,346 | |
| Attributable to: | |||
| Owners of the Company | 853,499 | 696,733 | |
| Non-controlling interests | 15,517 | 14,613 | |
| 869,016 | 711,346 | ||
3
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED
As at 31 January 2015
Condensed Consolidated Statement of Financial Position
| 31 January | 31 July | |||
|---|---|---|---|---|
| 2015 | 2014 | |||
| (Unaudited) | (Audited) | |||
| Notes | HK$’000 | HK$’000 | ||
| NON-CURRENT ASSETS | ||||
| Property, plant and equipment | 9 | 2,260,061 | 554,635 | |
| Prepaid land lease payments | 22,442 | 22,955 | ||
| Investment properties | 14,552,340 | 12,669,295 | ||
| Properties under development for sale | 611,696 | 109,158 | ||
| Interests in associates | 3,840,146 | 3,841,870 | ||
| Interests in joint ventures | 5,621,865 | 6,018,543 | ||
| Available-for-sale financial assets | 1,225,441 | 1,232,466 | ||
| Pledged bank balances and time deposits | — | 138,049 | ||
| Deposits paid and other receivables | 83,517 | 727,468 | ||
| Total non-current assets | 28,217,508 | 25,314,439 | ||
| CURRENT ASSETS | ||||
| Completed properties for sale | 721,177 | 832,633 | ||
| Equity investments at fair value through profit or loss | 5,220 | 2,159 | ||
| Inventories | 9,366 | 8,106 | ||
| Debtors, deposits paid and other receivables | 10(a) | 140,855 | 134,032 | |
| Pledged bank balances and time deposits | 167,127 | — | ||
| Cash and cash equivalents | 1,139,846 | 1,671,478 | ||
| Total current assets | 2,183,591 | 2,648,408 | ||
| CURRENT LIABILITIES | ||||
| Creditors, deposits received and accruals | 10(b) | 309,794 | 299,723 | |
| Tax payable | 140,193 | 132,825 | ||
| Bank borrowings | 1,285,594 | 416,808 | ||
| Total current liabilities | 1,735,581 | 849,356 | ||
| NET CURRENT ASSETS | 448,010 | 1,799,052 | ||
| TOTAL ASSETS LESS CURRENT LIABILITIES | 28,665,518 | 27,113,491 | ||
| NON-CURRENT LIABILITIES | ||||
| Bank borrowings | 3,037,841 | 2,274,414 | ||
| Guaranteed notes | 2,701,248 | 2,698,122 | ||
| Deferred tax | 114,988 | 111,620 | ||
| Provision for tax indemnity | 13(b) | 729,387 | 729,387 | |
| Long term rental deposits received | 68,292 | 71,087 | ||
| Deferred rental | 4,375 | 4,366 | ||
| Total non-current liabilities | 6,656,131 | 5,888,996 | ||
| 22,009,387 | 21,224,495 | |||
4
LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Condensed Consolidated Statement of Financial Position
(Continued)
As at 31 January 2015
| 31 January | 31 July | ||
|---|---|---|---|
| 2015 | 2014 | ||
| (Unaudited) | (Audited) | ||
| Notes | HK$’000 | HK$’000 | |
| EQUITY | |||
| Equity attributable to owners of the Company | |||
| Issued capital | 3,135,561 | 3,129,961 | |
| Investment revaluation reserve | 1,116,943 | 1,131,735 | |
| Share option reserve | 65,172 | 64,469 | |
| Hedging reserve | (963) | (963) | |
| Capital reduction reserve | 4,692 | 4,692 | |
| General reserve | 646,700 | 646,700 | |
| Other reserve | 249,622 | 256,582 | |
| Statutory reserve | 20,469 | — | |
| Exchange fluctuation reserve | 71,621 | 111,712 | |
| Retained profits | 16,267,474 | 15,379,503 | |
| Proposed final dividend | — | 50,157 | |
| 21,577,291 | 20,774,548 | ||
| Non-controlling interests | 432,096 | 449,947 | |
| 22,009,387 | 21,224,495 | ||
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED 5
Condensed Consolidated Statement of Changes in Equity For the six months ended 31 January 2015
| Attributable to owners of the Company Share Investment Share Capital Capital Exchange Proposed Non- Issued premium revaluation option Hedging redemption reduction General Other Statutory fluctuation Retained final controlling capital account reserve reserve reserve reserve reserve reserve reserve reserve reserve profits dividend Sub-total interests Total HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 |
|
|---|---|
| At 31 July 2014 and 1 August 2014 (Audited) Profit for the period Other comprehensive (expense)/ income for the period: Change in fair values of available-for-sale financial assets Exchange realignments Share of other comprehensive income of an associate |
3,129,961 — 1,131,735 64,469 (963) — 4,692 646,700 256,582 — 111,712 15,379,503 50,157 20,774,548 449,947 21,224,495 — — — — — — — — — — — 908,382 — 908,382 15,517 923,899 — — (14,944) — — — — — — — — — — (14,944) — (14,944) — — — — — — — — — — (58,614) — — (58,614) — (58,614) — — 152 — — — — — — — 18,523 — — 18,675 — 18,675 |
| Total comprehensive (expense)/ income for the period — — (14,792) — — — — — — — (40,091) 908,382 — 853,499 15,517 869,016 Share of reserve movements of an associate — — — 175 — — — — (6,960) 20,469 — (20,411) — (6,727) — (6,727) Recognition of share-based payments — — — 528 — — — — — — — — — 528 — 528 Capital contribution from non-controlling shareholders of a subsidiary — — — — — — — — — — — — — — 8,100 8,100 Shares issued in lieu of cash dividend* 5,600 — — — — — — — — — — — — 5,600 — 5,600 Dividend paid to a non-controlling shareholder of a subsidiary — — — — — — — — — — — — — — (41,468) (41,468) Final 2014 dividend paid — — — — — — — — — — — — (50,157) (50,157) — (50,157) |
|
| At 31 January 2015 (Unaudited) 3,135,561 — 1,116,943 65,172 (963) — 4,692 646,700 249,622 20,469 71,621 16,267,474 — 21,577,291 432,096 22,009,387 |
|
| At 31 July 2013 and 1 August 2013 (Audited) 200,629 7,429,332 1,116,135 64,622 (11,786) 1,200,000 — 646,700 142,076 — 96,941 8,243,123 — 19,127,772 402,179 19,529,951 Profit for the period — — — — — — — — — — — 622,028 — 622,028 14,647 636,675 Other comprehensive income/ (expenses) for the period: Change in fair values of available-for-sale financial assets — — 4,150 — — — — — — — — — — 4,150 — 4,150 Exchange realignments — — — — — — — — — — 11,175 — — 11,175 (34) 11,141 Share of other comprehensive income of an associate — — 2,306 — 13,129 — — — — — 43,945 — — 59,380 — 59,380 |
|
| Total comprehensive income for the period — — 6,456 — 13,129 — — — — — 55,120 622,028 — 696,733 14,613 711,346 Share of reserve movements of an associate — — — — — — — — 118,679 — — 105 — 118,784 — 118,784 Capital contribution from non-controlling shareholders of subsidiaries — — — — — — — — — — — — — — 4,780 4,780 |
|
| At 31 January 2014 (Unaudited) 200,629 7,429,332 1,122,591 64,622 1,343 1,200,000 — 646,700 260,755 — 152,061 8,865,256 — 19,943,289 421,572 20,364,861 |
On 9 December 2014, the Company’s shareholders approved at the annual general meeting a final dividend of HK$0.0025 per share per share payable in cash with a scrip dividend alternative (the “ Scrip Dividend Scheme ”) for the year ended 31 July 2014 (the “ 2014 Final Dividend* ”). During the period, 31,640,277 new shares were issued by the Company at a deemed price of HK$0.177 per share, credited as fully paid, to shareholders of the Company who had elected to receive scrip shares in lieu of cash under the Scrip Dividend Scheme to settle HK$5,600,000 of the 2014 Final Dividend. The remaining of the 2014 Final Dividend of HK$44,557,000 was satisfied by cash.
Further details of the Scrip Dividend Scheme are set out in the Company’s circular dated 30 December 2014.
6
LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Condensed Consolidated Statement of Cash Flows For the six months ended 31 January 2015
| Six months ended | Six months ended | |||
|---|---|---|---|---|
| 31 January | ||||
| 2015 | 2014 | |||
| (Unaudited) | (Unaudited) | |||
| HK$’000 | HK$’000 | |||
| NET CASH FLOWS FROM OPERATING ACTIVITIES | 182,352 | 587,537 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Acquisition of investment properties via an acquisition of a subsidiary | — | (123,145) | ||
| Purchases of items of property, plant and equipment | (1,518,346) | (41,940) | ||
| Additions to investment properties | (1,358,553) | (711) | ||
| Acquisition of additional interest in an associate | — | (29,336) | ||
| Advances to associates | (2,665) | (12,942) | ||
| Advances to joint ventures | (60,017) | (92,005) | ||
| Repayment from a joint venture | 550,000 | — | ||
| Dividend received from a joint venture | 10,000 | — | ||
| Dividends received from unlisted available-for-sale financial assets | 22,149 | 23,000 | ||
| Increase in pledged bank balances and time deposits | (29,078) | (36,986) | ||
| Others | (1,190) | (13,910) | ||
| NET CASH FLOWS USED IN INVESTING ACTIVITIES | (2,387,700) | (327,975) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| New bank borrowings raised | 1,885,620 | 6,729 | ||
| Repayment of bank borrowings | (105,252) | (95,250) | ||
| Bank financing charges | (28,051) | (2,479) | ||
| Dividend paid | (44,557) | — | ||
| Dividend paid to a non-controlling shareholder of a subsidiary | (41,468) | — | ||
| Others | 8,100 | 4,747 | ||
| NET CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES | 1,674,392 | (86,253) | ||
| NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | (530,956) | 173,309 | ||
| Cash and cash equivalents at beginning of period | 1,671,478 | 3,123,631 | ||
| Effect of foreign exchange rate changes, net | (676) | 689 | ||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 1,139,846 | 3,297,629 | ||
| ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS | ||||
| Cash and bank balances | 601,793 | 1,528,351 | ||
| Time deposits | 538,053 | 1,769,278 | ||
| 1,139,846 | 3,297,629 | |||
7
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED
Notes to Condensed Consolidated Interim Financial Statements 31 January 2015
1.
BASIS OF PREPARATION
The unaudited condensed consolidated interim financial statements of the Group for the six months ended 31 January 2015 have been prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and with Hong Kong Accounting Standard (“ HKAS ”) 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants.
The condensed consolidated interim financial statements have not been audited by the Company’s auditors but have been reviewed by the Company’s audit committee.
2. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies and basis of presentation used in the preparation of these interim financial statements are the same as those used in the Group’s audited consolidated financial statements for the year ended 31 July 2014.
The Group has adopted the new and revised Hong Kong Financial Reporting Standards (“ HKFRSs ”, which also include HKASs and Interpretations) which are applicable to the Group and are effective in the current period. The adoption of these new and revised HKFRSs has had no material impact on the reported results or financial position of the Group.
3. SEGMENT INFORMATION
During the year ended 31 July 2014, management changed its reporting segments to (i) property development and sales; (ii) property investment; (iii) hotel operation; (iv) restaurant operation; and (v) others as a result of growing importance of the restaurant operation segment to the operation of the Group. The corresponding information for the six months ended 31 January 2014 has been re-presented accordingly.
The following table presents revenue and results for the Group’s reportable segments:
| Six months ended 31 January (Unaudited) | ||
|---|---|---|
| Property Property development and sales investment Hotel operation Restaurant operation Others Eliminations 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 |
Consolidated 2015 2014 HK$’000 HK$’000 |
|
| Segment revenue: Sales to external customers Intersegment sales Other revenue |
177,644 722,742 299,942 237,011 186,481 183,488 102,293 69,565 11,283 11,848 — — — — 6,128 7,577 180 — — — 11,434 14,267 (17,742) (21,844) 2,037 1,331 1,169 672 25 2 507 654 2,313 1,669 — — |
777,643 1,224,654 — — 6,051 4,328 |
| Total | 179,681 724,073 307,239 245,260 186,686 183,490 102,800 70,219 25,030 27,784 (17,742) (21,844) |
783,694 1,228,982 |
| Segment results | 53,290 259,779 240,113 185,782 35,838 41,665 2,245 (15,773) (5,562) 1,692 — — |
325,924 473,145 2,427 10,253 22,225 23,237 709,727 340,218 (528) — (104,904) (95,686) — (139,017) |
| Interest income from bank deposits — unallocated Unallocated revenue Fair value gains on investment properties — — 709,727 340,218 — — — — — — — — Employee share option benefits — unallocated Unallocated expenses Provision for tax indemnity Proft from operating activities Finance costs Share of profits and losses of associates 445 15 — — — — (541) (1,859) — — — — Share of profits and losses of associates — unallocated Share of profits and losses of joint ventures (219) 6,106 103,524 43,045 — — — — — — — — Discount on acquisition of additional interest in an associate Profit before tax Tax Profit for the period |
||
| 954,871 612,150 (84,100) (122,489) (96) (1,844) (9,475) 45,311 103,305 49,151 — 99,382 |
||
| 964,505 681,661 (40,606) (44,986) |
||
| 923,899 636,675 |
||
8
LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Notes to Condensed Consolidated Interim Financial Statements (Continued)
31 January 2015
3. SEGMENT INFORMATION (CONTINUED)
The following table presents the total assets and liabilities for the Group’s reportable segments:
| Property Property development and sales investment Hotel operation Restaurant operation Others 31 January 31 July31 January 31 July31 January 31 July31 January 31 July31 January 31 July 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 (Unaudited) (Audited)(Unaudited) (Audited)(Unaudited) (Audited)(Unaudited) (Audited)(Unaudited) (Audited) HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 |
Consolidated 31 January 31 July 2015 2014 (Unaudited) (Audited) HK$’000 HK$’000 |
|---|---|
| Segment assets 1,571,181 1,495,84214,646,625 12,732,170 2,429,057 885,267 315,845 272,520 107,245 46,726 Interests in associates 6,232 7,199 — — — — 14,836 18,610 — — Interests in associates — unallocated Interests in joint ventures 933,848 1,494,050 4,688,017 4,524,493 — — — — — — Unallocated assets Total assets Segment liabilities 46,461 70,333 165,117 151,066 80,346 61,587 15,159 17,180 6,967 6,537 Bank borrowings Guaranteed notes Other unallocated liabilities Total liabilities |
19,069,953 15,432,525 21,068 25,809 3,819,078 3,816,061 5,621,865 6,018,543 1,869,135 2,669,909 |
| 30,401,099 27,962,847 |
|
| 314,050 306,703 4,323,435 2,691,222 2,701,248 2,698,122 1,052,979 1,042,305 |
|
| 8,391,712 6,738,352 |
|
4. PROFIT FROM OPERATING ACTIVITIES
The Group’s profit from operating activities is arrived at after charging/(crediting):
| Six months ended | Six months ended | |||
|---|---|---|---|---|
| 31 January | ||||
| 2015 | 2014 | |||
| (Unaudited) | (Unaudited) | |||
| HK$’000 | HK$’000 | |||
| Depreciation# | 24,061 | 15,592 | ||
| Amortisation of prepaid land lease payments* | 513 | 514 | ||
| Fair value (gain)/loss on a listed equity investment at fair value through profit or loss* | (3,061) | 1,222 | ||
| Interest income from bank deposits | (2,427) | (10,253) | ||
| Other interest income | (1,997) | (212) | ||
| Dividend income from listed equity investments at fair value through profit or loss | — | (25) | ||
| Dividend income from unlisted available-for-sale financial assets | (22,149) | (23,000) | ||
# Depreciation charge of approximately HK$22,107,000 (Six months ended 31 January 2014: HK$14,364,000) for property, plant and equipment is included in “other operating expenses, net” on the condensed consolidated income statement.
* These items are included in “other operating expenses, net” on the condensed consolidated income statement.
9
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED
Notes to Condensed Consolidated Interim Financial Statements (Continued)
31 January 2015
5. FINANCE COSTS
| FINANCE COSTS | |||
|---|---|---|---|
| Six months ended | |||
| 31 January | |||
| 2015 | 2014 | ||
| (Unaudited) | (Unaudited) | ||
| HK$’000 | HK$’000 | ||
| Interest on bank borrowings wholly repayable within five years | 38,547 | 34,711 | |
| Interest on guaranteed notes wholly repayable within five years | 79,412 | 79,552 | |
| Bank financing charges | 7,343 | 9,453 | |
| 125,302 | 123,716 | ||
| Less: Amount capitalised in a hotel development project (note 9) | (31,000) | — | |
| Amount capitalised inproperties under development for sale | (10,202) | (1,227) | |
| 84,100 | 122,489 | ||
6. DISCOUNT ON ACQUISITION OF ADDITIONAL INTEREST IN AN ASSOCIATE
During the period from November 2013 to December 2013, the Group acquired 1.33% additional interest in eSun Holdings Limited (“ eSun ”) from the public shareholders at a cost of approximately HK$18,545,000 and the Group’s interest in eSun was increased from 39.93% to 41.26%. A discount on acquisition of approximately HK$99,382,000 arose from this acquisition.
7. TAX
Hong Kong profits tax has been provided at the rate of 16.5% (Six months ended 31 January 2014: 16.5%) on the estimated assessable profits arising in Hong Kong during the period.
Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the places in which the Group operates, based on existing legislation, interpretations and practices in respect thereof.
| Six months ended | Six months ended | ||
|---|---|---|---|
| 31 January | |||
| 2015 | 2014 | ||
| (Unaudited) | (Unaudited) | ||
| HK$’000 | HK$’000 | ||
| Current tax | |||
| Hong Kong | 22,138 | 34,914 | |
| Overseas | 15,100 | 8,438 | |
| 37,238 | 43,352 | ||
| Deferred tax | 3,368 | 1,634 | |
| Tax charge for theperiod | 40,606 | 44,986 | |
10 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Notes to Condensed Consolidated Interim Financial Statements (Continued)
31 January 2015
8. EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY
| Six months ended | Six months ended | ||
|---|---|---|---|
| 31 January | |||
| 2015 | 2014 | ||
| (Unaudited) | (Unaudited) | ||
| HK$’000 | HK$’000 | ||
| Earnings | |||
| Earnings for the purpose of basic earnings per share | 908,382 | 622,028 | |
| Effect of dilutive potential ordinary shares arising from adjustment | |||
| to the share of result of an associate based on dilution of its earnings per share | (47) | (163) | |
| Earnings for thepurpose of diluted earningsper share | 908,335 | 621,865 | |
| ’000 | ’000 | ||
| Number of shares | |||
| Weighted average number of ordinary shares for the purpose of basic | |||
| earnings per share | 20,063,065 | 20,062,893 | |
| Effect of dilutive potential ordinaryshares arising from share options | 84,783 | 98,999 | |
| Weighted average number of ordinary shares for the purpose of diluted | |||
| earningsper share | 20,147,848 | 20,161,892 | |
9. PROPERTY, PLANT AND EQUIPMENT
During the current period, increase in property, plant and equipment (net of depreciation and disposals) of approximately HK$1,705 million mainly includes additions to a hotel development project as disclosed in the Company’s circular dated 20 June 2014 amounting to HK$1,730 million.
10. DEBTORS, DEPOSITS PAID AND OTHER RECEIVABLES/CREDITORS, DEPOSITS RECEIVED AND ACCRUALS
- (a) The Group maintains various credit policies for different business operations in accordance with business practices and market conditions in which the respective subsidiaries operate. Sales proceeds receivable from the sale of properties are settled in accordance with the terms of the respective contracts. Rent and related charges in respect of the leasing of properties are receivable from tenants, and are normally payable in advance with rental deposits received in accordance with the terms of the tenancy agreements. Hotel and restaurant charges are mainly settled by customers on a cash basis except for those corporate clients who maintain credit accounts with the respective subsidiaries, the settlement of which is in accordance with the respective agreements.
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED 11
Notes to Condensed Consolidated Interim Financial Statements (Continued)
31 January 2015
10. DEBTORS, DEPOSITS PAID AND OTHER RECEIVABLES/CREDITORS, DEPOSITS RECEIVED AND ACCRUALS (CONTINUED)
- (a) (Continued)
An ageing analysis of the trade debtors, based on payment due date, as at the end of the reporting period is as follows:
| 31 January | 31 January | 31 July | |
|---|---|---|---|
| 2015 | 2014 | ||
| (Unaudited) | (Audited) | ||
| HK$’000 | HK$’000 | ||
| Trade debtors: | |||
| Not yet due or less than 30 days past due | 8,372 | 8,278 | |
| 31 — 60 days past due | 3,424 | 1,397 | |
| 61 — 90 days past due | 522 | 201 | |
| Over 90 days past due | 3,868 | 1,059 | |
| 16,186 | 10,935 | ||
| Other receivables | 54,678 | 61,283 | |
| Deposits paid and prepayments | 69,991 | 61,814 | |
| 140,855 | 134,032 | ||
(b) An ageing analysis of the trade creditors, based on payment due date, as at the end of the reporting period is as follows:
| 31 January | 31 January | 31 July | |
|---|---|---|---|
| 2015 | 2014 | ||
| (Unaudited) | (Audited) | ||
| HK$’000 | HK$’000 | ||
| Trade creditors: | |||
| Not yet due or less than 30 days past due | 12,004 | 8,967 | |
| 31 — 60 days past due | 285 | 770 | |
| 61 — 90 days past due | 19 | 199 | |
| Over 90 days past due | 67 | 174 | |
| 12,375 | 10,110 | ||
| Other payables and accruals | 140,708 | 158,050 | |
| Deposits received and other provisions | 156,711 | 131,563 | |
| 309,794 | 299,723 | ||
12 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Notes to Condensed Consolidated Interim Financial Statements (Continued)
31 January 2015
11. SHARE OPTION SCHEME
The Company adopted a share option scheme on 22 December 2006 for the purpose of providing incentives to, rewarding, remunerating, compensating and/or providing benefits to the eligible participants.
The table below discloses movement of the Company’s share options held by the Group’s directors, employees and other eligible participants during the period:
| Number of | |||
|---|---|---|---|
| share options | |||
| Outstanding as at 1 August 2014 | 702,823,903 | ||
| Granted on 21 January2015 | 11,000,000 | ||
| Outstandingas at 31 January2015 | 713,823,903 |
The exercise price of the Company’s share options granted on 21 January 2015 was HK$0.174 per share. The closing price of the Company’s shares immediately before 21 January 2015, the date of grant, was HK$0.171 per share.
The fair value of the share options granted during the period was approximately HK$528,000 (Six months ended 31 January 2014: Nil) of which the Group recognised the entire amount as expense during the period.
The fair value of equity-settled share options granted during the period was estimated as at the date of grant using the Binomial Option Pricing Model, taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model used:
| Dividend yield (%) | 1.3021 |
|---|---|
| Expected volatility (%) | 53.6130 |
| Historical volatility (%) | 53.6130 |
| Risk-free interest rate (%) | 1.4172 |
| Expected life of options (years) | 10 |
| Closing share price (HK$ per share) | 0.172 |
The expected life of the options is not necessarily indicative of the exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.
12. CAPITAL COMMITMENTS
The Group had the following commitments not provided for in the condensed consolidated interim financial statements at the end of the reporting period:
| 31 January | 31 July | ||
|---|---|---|---|
| 2015 | 2014 | ||
| (Unaudited) | (Audited) | ||
| HK$’000 | HK$’000 | ||
| Contracted, but not provided for | |||
| Purchase of property, plant and equipment | 4,434 | 3,308 | |
| Development and operation of a hotel project | 89,870 | 1,560,502 | |
| Addition of investment properties | 10,786 | 11,950 | |
| 105,090 | 1,575,760 | ||
| Authorised, but not contracted for | |||
| Development of a hotel project | 2,398,687 | 2,427,632 | |
| 2,503,777 | 4,003,392 | ||
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED 13
Notes to Condensed Consolidated Interim Financial Statements (Continued)
31 January 2015
12. CAPITAL COMMITMENTS (CONTINUED)
In addition, the Group’s share of a joint venture’s own capital commitments, in respect of future development expenditure of its investment properties, is as follows:
| 31 January | 31 July | ||
|---|---|---|---|
| 2015 | 2014 | ||
| (Unaudited) | (Audited) | ||
| HK$’000 | HK$’000 | ||
| Contracted, but notprovided for | 98,169 | 170,763 | |
13.
CONTINGENT LIABILITIES
- (a) Contingent liabilities not provided for in the condensed consolidated financial statements at the end of the reporting period are as follows:
| 31 January | 31 July | ||
|---|---|---|---|
| 2015 | 2014 | ||
| (Unaudited) | (Audited) | ||
| HK$’000 | HK$’000 | ||
| Guarantees given to banks in connection with facilities | |||
| granted to and utilised byajoint venture | 653,500 | — | |
- (b) Pursuant to an indemnity deed (the “ Lai Fung Tax Indemnity Deed ”) dated 12 November 1997 entered into between the Company and Lai Fung Holdings Limited (“ Lai Fung ”), the Company has undertaken to indemnify Lai Fung in respect of certain potential income tax and land appreciation tax (“ LAT ”) of the People’s Republic of China (the “ PRC ”) payable or shared by Lai Fung in consequence of the disposal of any of the property interests attributable to Lai Fung through its subsidiaries and its associates as at 31 October 1997 (the “ Property Interests ”). These tax indemnities given by the Company apply in so far as such tax is applicable to the difference between (i) the value of the Property Interests in the valuation thereon by Chesterton Petty Limited (currently known as “ Knight Frank Petty Limited ”), independent chartered surveyors, as at 31 October 1997 (the “ Valuation ”); and (ii) the aggregate costs of such Property Interests incurred up to 31 October 1997, together with the amount of unpaid land costs, unpaid land premium and unpaid costs of resettlement, demolition and public utilities and other deductible costs in respect of the Property Interests. The Lai Fung Tax Indemnity Deed assumes that the Property Interests are disposed of at the values attributed to them in the Valuation, computed by reference to the rates and legislation governing PRC income tax and LAT prevailing at the time of the Valuation.
The indemnities given by the Company do not cover (i) new properties acquired by Lai Fung subsequent to the listing of the shares of Lai Fung on The Stock Exchange of Hong Kong Limited (the “ Listing ”); (ii) any increase in the relevant tax which arises due to an increase in tax rates or changes to the legislation prevailing at the time of the Listing; and (iii) any claim to the extent that provision for deferred tax on the revaluation surplus has been made in the calculation of the adjusted net tangible asset value of Lai Fung as set out in Lai Fung’s prospectus dated 18 November 1997.
After taking into account the Property Interests currently held by Lai Fung as at 31 January 2015 which are covered under the Lai Fung Tax Indemnity Deed and the prevailing tax rates and legislation governing PRC income tax and LAT, the total amount of tax indemnity given by the Company is estimated to be approximately HK$1,350,000,000 (31 July 2014: HK$1,350,000,000).
After taking into account the plans and the status of the Property Interests held by Lai Fung as at 31 January 2015 and 31 July 2014 which are covered under the Lai Fung Tax Indemnity Deed and the prevailing tax rates and legislation governing PRC income tax and LAT, the Group recorded an aggregate provision for tax indemnity of approximately HK$729,387,000. During the six months ended 31 January 2014, the Group recognised an additional provision for tax indemnity of HK$139,017,000 in the condensed consolidated income statement.
14 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Notes to Condensed Consolidated Interim Financial Statements (Continued)
31 January 2015
14. RELATED PARTY TRANSACTIONS
In addition to the related party transactions and balances detailed elsewhere in the condensed consolidated interim financial statements, the Group entered into the following material transactions with related parties during the period:
(a) Transactions with related parties
| Six months ended | Six months ended | |||
|---|---|---|---|---|
| 31 January | ||||
| 2015 | 2014 | |||
| (Unaudited) | (Unaudited) | |||
| HK$’000 | HK$’000 | |||
| Rental income and building management fee received | ||||
| from eSun and its subsidiaries (collectively the | ||||
| “eSun Group”), an associate | (Note) | 5,757 | 4,744 | |
| Sharing of corporate salaries on a cost basis allocated to: | ||||
| — LSG | 3,634 | 1,603 | ||
| — the eSun Group | 23,779 | 16,276 | ||
| Sharing of administrative expenses on a cost basis allocated | to: | |||
| — LSG | 1,447 | 1,211 | ||
| — the eSun Group | 4,603 | 8,699 | ||
| Rental expenses and building management fees to | ||||
| an associate of LSG | (Note) | 976 | 936 | |
| Sharing of corporate salaries on a cost basis allocated from: | ||||
| — LSG | 2,743 | 243 | ||
| — the eSun Group | 2,359 | 2,001 | ||
| Sharing of administrative expenses on a cost basis | ||||
| allocated from: | ||||
| — LSG | 12 | 17 | ||
| — the eSun Group | 186 | 425 | ||
| Purchase ofproperties for sale from ajoint venture | (Note) | — | 1,790 | |
Note: These transactions were entered into based on terms stated in the respective agreements or contracts and were charged on bases mutually agreed by the respective parties.
(b) Compensation of key management personnel of the Group
| Six months ended | Six months ended | ||
|---|---|---|---|
| 31 January | |||
| 2015 | 2014 | ||
| (Unaudited) | (Unaudited) | ||
| HK$’000 | HK$’000 | ||
| Short term employee benefits | 16,969 | 15,715 | |
| Post-employment benefits | 130 | 123 | |
| Total compensationpaid to keymanagementpersonnel | 17,099 | 15,838 | |
15
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED
Notes to Condensed Consolidated Interim Financial Statements (Continued)
31 January 2015
15. FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Financial instruments measured at amortised cost
Except for the guaranteed notes with fair value of approximately HK$2,751,160,000 (31 July 2014: HK$2,741,500,000), the directors consider the carrying amounts of all other financial assets and financial liabilities measured at amortised cost approximate to their fair values as at the end of the reporting period.
Financial instruments measured at fair value
As at 31 January 2015
| Level 1 | Level 2 | Level 3 | Total | ||
|---|---|---|---|---|---|
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | ||
| Available-for-sale financial assets, at fair value | — | 99,776 | 1,112,413 | 1,212,189 | |
| Equity investments at fair value through | |||||
| profit or loss | 5,220 | — | — | 5,220 | |
| 5,220 | 99,776 | 1,112,413 | 1,217,409 | ||
| As at 31 July 2014 | |||||
| Level 1 | Level 2 | Level 3 | Total | ||
| (Audited) | (Audited) | (Audited) | (Audited) | ||
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | ||
| Available-for-sale financial assets, at fair value | — | 103,434 | 1,115,780 | 1,219,214 | |
| Equity investments at fair value through | |||||
| profit or loss | 2,159 | — | — | 2,159 | |
| 2,159 | 103,434 | 1,115,780 | 1,221,373 |
The movements in fair value measurements in Level 3 during the period are as follows:
| (Unaudited) | ||
|---|---|---|
| HK$’000 | ||
| Available-for-sale financial assets, at fair value | ||
| At 1 August 2014 | 1,115,780 | |
| Total losses recognised in other comprehensive income | (3,367) | |
| At 31 January2015 | 1,112,413 |
16
LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Notes to Condensed Consolidated Interim Financial Statements (Continued)
31 January 2015
15. FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (CONTINUED)
Valuation techniques
Fair value measurement using significant unobservable inputs (Level 3)
Fair value of the equity interest in an investee company has been estimated using the fair value of investment properties held by an investee company, which is determined by the direct comparison and the income capitalisation methods detailed below.
The properties are valued by the direct comparison method on the assumption that each property can be sold in its existing state subject to existing tenancies or otherwise with the benefit of vacant possession and making references to comparable sales transactions as available in the relevant markets. Comparison is based on prices realised on actual transactions or asking prices of comparable properties. Comparable properties with similar sizes, characters and locations are analysed, and carefully weighed against all respective advantages and disadvantages of each property in order to arrive at a fair comparison of value.
The properties are also valued by the income capitalisation approach taking into account the rents passing of the properties and the reversionary potential of the tenancies, and reconciling the two approaches, if applicable.
Information about fair value measurement as at 31 January 2015 using significant unobservable inputs (Level 3)
| Unobservable inputs | Relationship of unobservable inputs to fair value | |
|---|---|---|
| Average monthly market rent per square foot | HK$107 | The higher the market rent, the higher the fair value |
| Capitalisation rate | 3% | The higher the capitalisation rate, the lower |
| the fair value |
16. COMPARATIVE FIGURES
Certain comparative amounts have been reclassified to conform with the current period’s presentation. In the opinion of the directors of the Company, this presentation would better reflect the financial performance of the Group.
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED 17
Interim Ordinary Dividend
The Board of the Company has resolved not to declare the payment of an interim ordinary dividend for the financial year ending 31 July 2015. No interim ordinary dividend was declared in respect of the last corresponding period.
Management Discussion and Analysis
BUSINESS REVIEW AND OUTLOOK
The global economies remain on a delicate recovery path, despite continuous support from central banks around the world. Major economies such as the United States, the Euro Zone and Japan continue to struggle against a backdrop of geopolitical uncertainties around the world such as those in the Middle East and between Russia and Ukraine. As a global financial centre, Hong Kong’s economic performance is clearly not immune from the challenges faced by the major economies around the world.
The property sector in Hong Kong continues to perform steadily notwithstanding the challenging conditions. The retail market is supported by low unemployment with steady visitor arrivals and the office leasing market is gradually improving. The residential market continues to be slow generally since the introduction of control measures in late 2012 and early 2013 but new launches reported robust prices being achieved. The Hong Kong Government implemented a new round of policy measures since the period end to cool down price increases particularly for smaller units, all of which suggests that underlying demand remains strong. It is very likely that these control measures, barring any unforeseen circumstances, are here to stay until land supply has caught up; which is likely to take some years despite the government’s emphasis and effort. Labour supply shortage in the construction industry is driving wage inflation and continues to pose a challenge on the cost management side.
The Group weathered the challenging conditions well. The rental portfolio of approximately 1.7 million square feet generated steady rental income at high occupancy rates. Rental income increased through tenant mix adjustments and rental reversion. With the sale of the residential units in Ocean One being completed and before the completion of the Tseung Kwan O project and the Ma Tau Kok project, sales revenue for the current and coming financial years will be driven by the sale of the 339 Tai Hang Road project.
The management believes it is paramount to prepare the Group for the challenges and opportunities ahead. The Group completed a series of corporate activities as part of the new strategy to improve funding sources, execution capabilities and overall coordination with the wider Lai Sun Group. Further to securing the Tseung Kwan O site, the Ma Tau Kok project in April 2014 and the Hong Kong Ocean Park Marriott Hotel (“ Ocean Hotel ”) in May 2014, the Group continued to participate in government tenders to grow the pipeline. The completion of the Observatory Road project in 2015 will add an attributable rental gross floor area (“ GFA ”) of approximately 82,600 square feet in the prime Tsim Sha Tsui area of Hong Kong when it is completed in the third quarter of 2015. Pre-leasing of this property is going well.
The acquisition of 107 and 100 Leadenhall Street in London bolstered our portfolio in the United Kingdom. Both properties are freehold commercial properties located in the heart of the city of London. These properties added 273,100 square feet to our rental portfolio and each generated historical gross yields net of management fees of between 5.5% to approximately 6.0% and is expected to generate good rental income as well as redevelopment potential to the Group in the long run. The renovation work for 36 Queen Street has been completed and is now leased and a meaningful contribution is expected in this financial year.
The change in board lot size from 1,000 shares to 15,000 shares announced by the Group on 21 January 2015 is effective from 9:00 a.m. on 11 February 2015. This change is in line with a request from shareholders at the Company’s last annual general meeting in December 2014.
The Group’s strong cash position of HK$1,307.0 million of cash on hand with a net debt to equity ratio of 26.5% as at 31 January 2015 provides the Group full confidence and the means to review opportunities more actively. The Group’s gearing excluding the London portfolio all of which have a positive carry net of financing costs is 18.6%. However, the Group will continue its prudent and flexible approach in growing the landbank and managing its financial position.
18 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
(Continued) Management Discussion and Analysis
OVERVIEW OF INTERIM RESULTS
For the six months ended 31 January 2015, the Group recorded turnover of HK$777.6 million (2014: HK$1,224.7 million) and a gross profit of HK$446.9 million (2014: HK$601.6 million), representing a decrease of approximately 36.5% and 25.7%, respectively over the same period last year. The decrease in turnover and gross profit was primarily due to fewer available stocks of properties for sale after the completion of the sale of the residential units of Ocean One during the period under review. Turnover from rental income, sales of properties, restaurants and hotel and other operations during the period was HK$299.9 million (2014: HK$237.0 million), HK$177.6 million (2014: HK$722.7 million), HK$102.3 million (2014: HK$69.6 million) and HK$197.8 million (2014: HK$195.4 million), respectively.
For the six months ended 31 January 2015, net profit attributable to owners of the Company was approximately HK$908.4 million (2014: HK$622.0 million), representing an increase of approximately 46.0% over the same period last year. The substantial increase is a mix of lower profit before revaluation of the Group’s investment properties and a substantial increase in revaluation of the Group’s investment properties during the period under review. Excluding the effect of property revaluations, net profit attributable to owners of the Company was approximately HK$92.8 million (2014: HK$178.5 million). Basic earnings per share including and excluding the effect of property revaluations was HK$0.045 (2014: HK$0.031) and HK$0.005 (2014: HK$0.009), respectively.
| effect of property revaluations was HK$0.045 (2014: HK$0.031) and HK$0.005 (2014: | HK$0.009), respectively. | HK$0.009), respectively. |
|---|---|---|
| Six months ended | ||
| 31 January | ||
| Profit attributable to owners of the Company (HK$ million) | 2015 | 2014 |
| Reported | 908.4 | 622.0 |
| Adjustments in respect of revaluation gains of investment properties held by | ||
| — the Company and subsidiaries | (709.7) | (340.2) |
| — associates and joint ventures | (105.9) | (103.3) |
| Net profit after tax excluding revaluation gains of investment properties | 92.8 | 178.5 |
Equity attributable to owners of the Company as at 31 January 2015 amounted to HK$21,577.3 million, up from HK$20,774.5 million as at 31 July 2014. Net asset value per share attributable to owners of the Company increased by 3.8% to HK$1.074 per share as at 31 January 2015 from HK$1.035 per share as at 31 July 2014.
PROPERTY PORTFOLIO COMPOSITION
As at 31 January 2015, the Group maintained a property portfolio with attributable GFA of approximately 2.6 million square feet. Approximate attributable GFA (in ‘000 square feet) of the Group’s major properties and number of car-parking spaces is as follows:
| Total | |||||||
|---|---|---|---|---|---|---|---|
| (excluding | No. of | ||||||
| car-parking | car-parking | ||||||
| spaces & | spaces | ||||||
| Commercial/ | ancillary | attributable to | |||||
| Retail | Office | Industrial | Residential | Hotel | facilities) | the Group |
|
| Completed Properties Held for Rental1 | 433 | 1,144 | 63 | — | — | 1,640 | 980 |
| Completed Hotel Properties | — | — | — | — | 98 | 98 | — |
| Properties Under Development2 | 157 | — | — | 325 | 366 | 848 | 214 |
| Completed Properties Held for Sale3 | 18 | — | — | 27 | — | 45 | 19 |
| Total GFA of major properties of the Group | 608 | 1,144 | 63 | 352 | 464 | 2,631 | 1,213 |
1. Completed and rental generating properties
2. All properties under construction
3. Completed properties held for sale
The above table does not include GFA of properties held by Lai Fung.
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED 19
(Continued) Management Discussion and Analysis
PROPERTY INVESTMENT
Rental Income
During the period under review, the Group’s rental operations recorded a turnover of HK$299.9 million (2014: HK$237.0 million), representing a 26.5% increase over the same period last year. The increase is primarily due to contributions from newly acquired rental properties in London, as well as continued management of tenant mix and rental reversion at major investment properties during the period under review.
The Group wholly owns three major investment properties in Hong Kong, namely Cheung Sha Wan Plaza, Causeway Bay Plaza 2 and Lai Sun Commercial Centre.
Breakdown of rental turnover by major investment properties is as follows:
| Six months ended 31 January | Six months ended 31 January | Period end | ||
|---|---|---|---|---|
| 2015 | 2014 | % | occupancy | |
| HK$ million | HK$ million | Change | (%) | |
| Hong Kong | ||||
| Cheung Sha Wan Plaza | ||||
| (including car-parking spaces) | 146.2 | 134.6 | 8.6 | 98.5 |
| Causeway Bay Plaza 2 | ||||
| (including car-parking spaces) | 81.7 | 73.0 | 11.9 | 99.9 |
| Lai Sun Commercial Centre | ||||
| (including car-parking spaces) | 27.7 | 24.1 | 14.9 | 97.2 |
| Others | 5.8 | 5.3 | 9.4 | N/A |
| Subtotal: | 261.4 | 237.0 | 10.3 | |
| London, United Kingdom | ||||
| 36 Queen Street | 11.2 | — | N/A | 85.4 |
| 107-112 Leadenhall Street | 24.1 | N/A | N/A | 100.0 |
| 100 Leadenhall Street | 3.2 | N/A | N/A | 100.0 |
| Subtotal: | 38.5 | — | N/A | |
| Total: | 299.9 | 237.0 | 26.5 | |
| Rental proceeds from joint venture project | ||||
| Hong Kong | ||||
| CCB Tower* (50% basis) | 57.1 | 50.5 | 13.1 | 94.4 |
20 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
(Continued) Management Discussion and Analysis
PROPERTY INVESTMENT (CONTINUED)
Rental Income (Continued)
Breakdown of turnover by usage of our major rental properties is as follows:
| Six months ended 31 January 2015 | Six months ended 31 January 2015 | Six months ended 31 January 2015 | Six months ended 31 January 2015 | Six months ended 31 January 2014 | Six months ended 31 January 2014 | Six months ended 31 January 2014 | ||
|---|---|---|---|---|---|---|---|---|
| Group | Attributable | Group | Attributable | |||||
| interest | Turnover | GFA | interest | Turnover | GFA | |||
| (HK$ million) | (square feet) | (HK$ million) | (square feet) | |||||
| Hong Kong | ||||||||
| Cheung Sha Wan Plaza | 100% | 100% | ||||||
| Commercial | 78.7 | 216,890 | 74.1 | 216,578 | ||||
| Office | 58.7 | 472,224 | 52.7 | 472,969 | ||||
| Car-parking | ||||||||
| spaces | 8.8 | N/A | 7.8 | N/A | ||||
| 146.2 | 689,114 | 134.6 | 689,547 | |||||
| Causeway Bay Plaza 2 | 100% | 100% | ||||||
| Commercial | 53.0 | 111,172 | 47.2 | 111,172 | ||||
| Office | 26.4 | 97,355 | 23.5 | 97,355 | ||||
| Car-parking | ||||||||
| spaces | 2.3 | N/A | 2.3 | N/A | ||||
| 81.7 | 208,527 | 73.0 | 208,527 | |||||
| Lai Sun Commercial Centre | 100% | 100% | ||||||
| Commercial | 16.8 | 105,167 | 14.8 | 105,167 | ||||
| Office | 3.7 | 83,370 | 3.0 | 83,370 | ||||
| Car-parking | ||||||||
| spaces | 7.2 | N/A | 6.3 | N/A | ||||
| 27.7 | 188,537 | 24.1 | 188,537 | |||||
| Others | 5.8 | 62,606** | 5.3 | 62,606** | ||||
| Subtotal: | 261.4 | 1,148,784** | 237.0 | 1,149,217** | ||||
| London, United Kingdom | ||||||||
| 36 Queen Street | 100% | 100% | ||||||
| Office | 11.2 | 60,816 | — | 60,816 | ||||
| 107-112 Leadenhall Street | 100% | N/A | ||||||
| Office | 24.1 | 146,606 | N/A | N/A | ||||
| 100 Leadenhall Street | 100% | N/A | ||||||
| Office | 3.2 | 126,539 | N/A | N/A | ||||
| Subtotal: | 38.5 | 333,961 | — | 60,816 | ||||
| Total: | 299.9 | 1,482,745** | 237.0 | 1,210,033** | ||||
| Joint Venture Project | ||||||||
| Hong Kong | ||||||||
| CCB Tower* (50% basis) | 50% | 50% | ||||||
| Office | 57.1 | 114,555 | 50.5 | 114,555 |
CCB Tower is a joint venture project with China Construction Bank Corporation (“ CCB* ”) in which each of the Group and CCB has an effective 50% interest. For the six months ended 31 January 2015, the rental proceeds recorded by the joint venture is HK$114.1 million.
** Excluding 10% interest in AIA Central
21
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED
(Continued) Management Discussion and Analysis
PROPERTY INVESTMENT (CONTINUED)
Review of major investment properties
Hong Kong Properties
Cheung Sha Wan Plaza
The asset comprises of a 8-storey and a 7-storey office tower erected on top of a retail podium which was completed in 1989. It is located on top of the Lai Chi Kok MTR station with a total GFA of approximately 689,100 square feet (excluding car-parking spaces). The arcade is positioned to serve the local communities nearby with major banks and recognised restaurants chains as the key tenants.
Causeway Bay Plaza 2
The asset comprises of a 28-storey commercial/office building with car parking facilities at basement levels which was completed in 1992. It is located at the heart of Causeway Bay with a total GFA of approximately 208,500 square feet (excluding car-parking spaces). Key tenants include the HSBC’s branch and commercial offices and major restaurants.
Lai Sun Commercial Centre
The asset comprises a 13-storey commercial/carpark complex completed in 1987. It is located near the Lai Chi Kok MTR station with a total GFA of approximately 188,500 square feet (excluding car-parking spaces).
CCB Tower, 3 Connaught Road Central
The Group has a 50:50 interest with CCB in the joint redevelopment project of the former Ritz-Carlton Hotel in Central. This office tower is a landmark property in Central featuring underground access to the MTR station in Central. The property has a total GFA of approximately 229,000 square feet (excluding car-parking spaces). CCB Tower added approximately 115,000 square feet of attributable GFA to our portfolio. CCB Tower is now almost fully leased out with 15 floors of the office floors, 2 banking hall floors and certain area on ground floor and the first floor leased by CCB for its Hong Kong operations.
Overseas Properties
36 Queen Street, London EC4 1HJ, United Kingdom
In February 2011, the Group acquired an office building in the city in central London located at 36 Queen Street. Completed in 1986, it comprises approximately 60,800 square feet gross internal area of office accommodation extending over basement, ground and six upper floors. Comprehensive refurbishment and renovation work has been completed and the building is being leased out during the period.
107-112 Leadenhall Street, London EC3A 4AF, United Kingdom
In April 2014, the Group acquired a property located at the core of the insurance district in central London, surrounded by 30 St Mary Axe (commonly known as the Gherkin), Lloyd’s of London and Willis Building at 51 Lime Street. It is a freehold commercial property housing both retail and offices. The building comprises approximately 146,600 square feet gross internal area of office accommodation extending over basement, lower ground floor, ground floor, mezzanine floor and seven upper floors. The building is currently fully leased out.
100 Leadenhall Street, London EC3A 3BP, United Kingdom
Following the acquisition of 107-112 Leadenhall in April 2014, the Group announced the acquisition of 100 Leadenhall in November 2014 which was completed in January 2015. This property comprises a basement, a lower ground floor, ground floor and nine upper floors and provides approximately 126,500 square feet net internal area of offices and ancillary accommodation. The property is currently let to ACE Global Markets Limited for a term of 16 years expiring on 17 January 2018.
22 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
(Continued) Management Discussion and Analysis
PROPERTY DEVELOPMENT
For the six months ended 31 January 2015, recognised turnover from sales of properties was HK$177.6 million (2014: HK$722.7 million), representing a decrease of 75.4% over the same period last year. The significant decrease was due to the completion of the sale of residential units in Ocean One.
Review of major projects for sale
Ocean One, 6 Shung Shun Street, Yau Tong
The Group wholly owns this development project, namely “Ocean One” located at No. 6 Shung Shun Street, Yau Tong, Kowloon. This property is a residential-cum-commercial property with a total GFA of about 122,000 square feet (excluding car-parking spaces) or 124 residential units and 2 commercial units. The total development cost (including land cost and lease modification premium) is about HK$730 million. Pre-sales commenced in December 2012.
During the period under review, we have completed the sale of 7 residential units and 14 car-parking spaces with total sales proceeds of HK$81.3 million recognised during the period under review and the average selling price based on saleable area is approximately HK$13,700 per square foot as at 31 January 2015. All units have been sold other than two shops and several car-parking spaces.
335-339 Tai Hang Road, Hong Kong
The Group wholly owns the site located at 335-339 Tai Hang Road, Hong Kong. The Group has developed the site into a luxury residential property with a total GFA of about 30,400 square feet (excluding car-parking spaces). The total development cost (including land cost and lease modification premium) is about HK$670 million.
The property is now open for sale. As at 31 January 2015, we have completed the sale of 1 residential unit with total sales proceeds of HK$96.4 million recognised during the period under review and the average selling price based on saleable area is approximately HK$40,000 per square foot as at 31 January 2015.
Review of major projects under development
2-12 Observatory Road
The Group completed the acquisition of a 50% interest in a project at Observatory Road, Kowloon with the buildings previously erected there known as Nos. 2-12, Observatory Road, Kowloon in November 2011. The joint venture partner is Henderson Land.
The site is to be redeveloped into a multi-storey commercial building with a total GFA of approximately 165,000 square feet (excluding car-parking spaces). The total development cost is estimated to be approximately HK$2.3 billion including land value of approximately HK$1.8 billion. The new building is expected to be completed in the third quarter of 2015.
Area 68A2, Tseung Kwan O
In November 2012, the Group successfully tendered for and secured a site located at Area 68A2, Tseung Kwan O, New Territories, through a 50% joint venture vehicle. The lot has an area of approximately 229,000 square feet with a permitted total GFA of approximately 573,000 square feet split into approximately 459,000 square feet for residential use and approximately 114,000 square feet for non-industrial use. The current intention is to develop the lot primarily into a residential project for sale, comprising residential towers as well as houses. Completion is expected to be in the fourth quarter of 2017.
Ocean Hotel project
The Group was named the most preferred proponent by Ocean Park for the Ocean Hotel project in October 2013 and was officially awarded the project in May 2014. The Ocean Hotel, to be operated by the Marriott group, will provide a total of 471 rooms and approximately 366,000 square feet of attributable rental space to the existing rental portfolio attributable to the Group of approximately 1.7 million square feet. The total development cost is estimated to be approximately HK$4.4 billion. Completion is expected to be in the fourth quarter of 2017.
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED 23
(Continued) Management Discussion and Analysis
PROPERTY DEVELOPMENT (CONTINUED)
Review of major projects under development (Continued)
Ma Tau Kok project
Since securing the Tseung Kwan O site in November 2012, the Group participated in a number of government tenders. Other than the Ocean Hotel project, the Group was successful in April 2014 in its bid for the development right to the San Shan Road/Pau Chung Street project from the Urban Renewal Authority, Hong Kong in Ma Tau Kok, Kowloon, Hong Kong. The lot has an area of approximately 12,600 square feet with a permitted total GFA of approximately 113,400 square feet split into approximately 94,500 square feet for residential use and approximately 18,900 square feet for non-industrial use. The total development cost is estimated to be approximately HK$1.0 billion and the completion is expected to be in the first quarter of 2018.
RESTAURANT OPERATION
For the six months ended 31 January 2015, the restaurant operation contributed HK$102.3 million to the Group’s turnover (2014: HK$69.6 million), representing an increase of approximately 47.0% from the same period last year. The contribution from the restaurants segment was boosted by the new restaurants added, including CIAK-In The Kitchen and China Tang Hong Kong at Landmark in Central, Hong Kong which were opened in December 2013.
The restaurant operation includes the Group’s interests in 12 restaurants in Hong Kong and Mainland China, including the Michelin 3-star Italian restaurant 8[1/2] Otto e Mezzo BOMBANA Hong Kong, Michelin 2-star Japanese restaurant Wagyu Takumi, Michelin 1-star Italian restaurant CIAK-In The Kitchen at Landmark, Michelin 1-star Japanese restaurant Wagyu Kaiseki Den, 8[1/2] Otto e Mezzo BOMBANA Shanghai, Opera BOMBANA in Beijing, Gin Sai, Rozan, Kowloon Tang, Island Tang, Chiu Tang and China Tang Hong Kong at Landmark in Central, Hong Kong.
HOTEL OPERATION
Turnover from hotel operation was derived from the Group’s operation of the Caravelle Hotel in Ho Chi Minh City, Vietnam. For the six months ended 31 January 2015, the hotel operation contributed HK$186.5 million to the Group’s turnover (2014: HK$183.5 million).
Caravelle Hotel is a leading international 5-star hotel in the centre of the business, shopping and entertainment district in Vietnam. It is an elegant 24-storey tower with a mixture of French colonial and traditional Vietnamese style and has 335 superbly appointed rooms, suites, exclusive Signature Floors, Signature Lounge and a specially equipped room for the disabled. Total GFA attributable to the Group is approximately 98,400 square feet.
The Group was awarded the hotel tender at Ocean Park in May 2014 and the Ocean Hotel, to be operated by the Marriott group, will provide a total of 471 rooms upon its completion in 2017. The Group is optimistic about the prospects of the Ocean Hotel project given the strong popularity of Ocean Park, which is underpinned by robust growth in visitor numbers to Hong Kong coinciding with its expansion.
The hotel operation has extensive experience in providing consultancy and management services to hotels in Mainland China, Hong Kong and other Asian countries. The division’s key strategy going forward will continue to focus on providing management services, particularly to capture opportunities arising from the developments of Lai Fung in Shanghai, Guangzhou, Zhongshan and Hengqin. The hotel division will manage Lai Fung’s serviced apartments in Shanghai and Zhongshan under the “STARR” brand. STARR Resort Residence Zhongshan soft opened in August 2013 and comprises two 16-storey blocks with 90 fully furnished serviced apartment units located in the Palm Lifestyle complex in Zhongshan Western district at Cui Sha Road, opposite to the new Zhongshan traditional Chinese medical centre. STARR Hotel Shanghai soft opened in November 2013 and is a 17-storey hotel with 287 fully furnished and equipped hotel units with kitchenette located in the Mayflower Lifestyle complex right in the heart of the Zhabei inner ring road district, within walking distance to Lines 1, 3 and 4 of the Shanghai Metro Station with easy access to major motorways.
24 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
(Continued) Management Discussion and Analysis
INTERESTS IN ASSOCIATES (eSun)
As at 31 January 2015, the Group’s interest in eSun Holdings Limited (“ eSun ”) is 41.92%.
Film production and distribution and media and entertainment divisions demonstrated improvements across the board. Lai Fung’s results were encouraging given the challenging operating environment in the property sector in Mainland China.
The steady fundamental performance was offset by the incremental interest expense related to the guaranteed notes issued in June 2014 and other non-cash items in Lai Fung such as lower revaluation gains and fair value loss on the cross currency swap and led to a decrease in share of profit of HK$45.3 million to share of loss of HK$9.3 million.
INTERESTS IN JOINT VENTURES
During the period under review, contribution from joint ventures increased to HK$103.3 million (2014: HK$49.2 million), representing an increase of 110.0%. This is primarily due to stronger revaluation gain of the Observatory Road project.
LIQUIDITY AND FINANCIAL RESOURCES
As at 31 January 2015, cash and bank balances and undrawn facilities held by the Group amounted to HK$1,307.0 million and HK$1,606.4 million, respectively.
The Group’s sources of funding comprise mainly internal funds generated from the Group’s business operations, loan facilities provided by banks and guaranteed notes issued to investors.
As at 31 January 2015, the Group had bank borrowings of approximately HK$4,323.4 million and guaranteed notes of approximately HK$2,701.2 million. The net debt to equity ratio expressed as a percentage of the total outstanding net debt (being the total outstanding bank borrowings and guaranteed notes less the pledged and unpledged bank balances and time deposits) to consolidated net assets attributable to owners of the Company was approximately 26.5%. The Group’s gearing excluding the London portfolio all of which had a positive carry net of financing costs was approximately 18.6%. As at 31 January 2015, the maturity profile of the bank borrowings of HK$4,323.4 million was spread over a period of less than 5 years with HK$1,285.6 million repayable within 1 year, HK$1,317.9 million repayable in the second year and HK$1,719.9 million repayable in the third to fifth years. All the Group’s borrowings carried interest on a floating rate basis except for the guaranteed notes issued in January 2013 which has a fixed rate of 5.7% per annum.
As at 31 January 2015, certain investment properties with carrying amounts of approximately HK$14,357.0 million, certain properties under development for sale of approximately HK$502.5 million and certain bank balances and time deposits with banks of approximately HK$167.1 million were pledged to banks to secure banking facilities granted to the Group. In addition, certain shares in subsidiaries held by the Group were also pledged to banks to secure loan facilities granted to the Group. Certain shares in joint ventures held by the Group were pledged to banks to secure loan facilities granted to joint ventures of the Group. Certain shares of an investee company held by the Group were pledged to a bank to secure a loan facility granted to this investee company. The Group’s secured bank borrowings were also secured by floating charges over certain assets held by the Group.
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED 25
(Continued) Management Discussion and Analysis
LIQUIDITY AND FINANCIAL RESOURCES (CONTINUED)
The Group’s major assets and liabilities and transactions were denominated in Hong Kong dollars and United States dollars. Considering that Hong Kong dollars are pegged against United States dollars, the Group believes that the corresponding exposure to exchange rate risk arising from United States dollars is nominal. In addition, the Group has investments in United Kingdom with the assets and liabilities denominated in Pounds Sterling. The investments were partly financed by bank borrowings denominated in Pounds Sterling in order to minimise the net foreign exchange exposure. Other than the abovementioned, the remaining monetary assets and liabilities of the Group were denominated in Renminbi and Vietnamese Dong which were also insignificant as compared with the Group’s total assets and liabilities. No hedging instruments were employed to hedge for the foreign exchange exposure. The Group manages its foreign currency risk by closely reviewing the movement of the foreign currency rate and considers hedging significant foreign currency exposure should the need arise.
CONTINGENT LIABILITIES
Details of contingent liabilities of the Group are set out in note 13 to the condensed consolidated interim financial statements.
26
LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Particulars of Major Properties
COMPLETED PROPERTIES HELD FOR RENTAL
| Approximate Attributable Gross | Approximate Attributable Gross | Approximate Attributable Gross | Approximate Attributable Gross | Floor Area | (square feet) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | |||||||||||
| (excluding | No. of | ||||||||||
| car-parking car-parking | |||||||||||
| spaces & | spaces | ||||||||||
| Group | Commercial/ | ancillary attributable | |||||||||
| Property Name | Location | Interest | Tenure | Retail | Office | Industrial | facilities) to | the Group | |||
| Hong Kong Properties | |||||||||||
| Cheung Sha Wan Plaza | 833 Cheung Sha Wan Road, | 100% | The property is held | 216,890 | 472,224 | — | 689,114 | 355 | |||
| Cheung Sha Wan, | for a term expiring | ||||||||||
| Kowloon, Hong Kong | on 30 June 2047 | ||||||||||
| (New Kowloon Inland Lot | |||||||||||
| No. 5955) | |||||||||||
| Causeway Bay Plaza 2 | 463-483 Lockhart Road, | 100% | The property is held | 111,172 | 97,355 | — | 208,527 | 57 | |||
| Causeway Bay, Hong Kong | for a term of 99 years | ||||||||||
| (Section J and | commencing on | ||||||||||
| the Remaining Portions | 15 April 1929 and | ||||||||||
| of Sections D,E,G,H,K,L,M | renewable for | ||||||||||
| and O, Subsection 4 of | a further term | ||||||||||
| Section H and | of 99 years | ||||||||||
| the Remaining Portion | |||||||||||
| of Inland Lot No. 2833) | |||||||||||
| Lai Sun Commercial Centre | 680 Cheung Sha Wan Road, | 100% | The property is held | 105,167 | 83,370 | — | 188,537 | 521 | |||
| Cheung Sha Wan, | for a term of which | ||||||||||
| Kowloon, Hong Kong | expired on 27 June 1997 | ||||||||||
| (New Kowloon Inland Lot | and has been extended | ||||||||||
| No. 5984) | upon expiry until | ||||||||||
| 30 June 2047 | |||||||||||
| CCB Tower | 3 Connaught Road Central, | 50% | The property is held | — | 114,555 | — | 114,555 | 19 | |||
| Hong Kong | for a term commencing | ||||||||||
| (Inland Lot No. 8736) | from 28 June 1989 and | ||||||||||
| expiring on 30 June 2047 | |||||||||||
| Wyler Centre Phase II | 20/F and 27/F and car-parking | 100% | The property is held | — | — | 51,236 | 51,236 | 3 | |||
| spaces nos. 17, 18 and 59 | for a term of which expired | ||||||||||
| on 2/F, 192-200 Tai Lin Pai Road, | on 27 June 1997 and | ||||||||||
| Kwai Chung, New Territories, | has been extended | ||||||||||
| Hong Kong | upon expiry until | ||||||||||
| 30 June 2047 | |||||||||||
| AIA Central | 1 Connaught Road Central, | 10% | The property is held | — | 42,896 | — | 42,896 | 6 | |||
| Hong Kong (Marine Lot | for a term of 999 years | ||||||||||
| No. 275, Section A and | commencing from | ||||||||||
| the Remaining Portion | 9 September 1895 | ||||||||||
| of Marine Lot No. 278) | (for Marine Lot No. 275) | ||||||||||
| and 999 years commencing | |||||||||||
| from 12 October 1896 | |||||||||||
| (for Marine Lot no. 278) | |||||||||||
| Metropolitan Factory | Units A and B on 10/F and | 100% | The property is held | — | — | 11,370 | 11,370 | 4 | |||
| and Warehouse Building | car-parking space nos. 1,2, 13 | for a term of which | |||||||||
| and 14 on G/F, | expired on 27 June 1997 | ||||||||||
| 30-32 Chai Wan Kok Street, | and has been extended | ||||||||||
| Tsuen Wan, New Territories, | upon expiry until | ||||||||||
| HongKong | 30 June 2047 | ||||||||||
| **Subtotal of Hong Kong ** | properties held for rental: | 433,229 | 810,400 | 62,606 | 1,306,235 | 965 |
27
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED
(Continued) Particulars of Major Properties
COMPLETED PROPERTIES HELD FOR RENTAL (CONTINUED)
| Group Property Name Location Interest Tenure |
Approximate Attributable Gross Floor Area (square feet) Total (excluding No. of car-parking car-parking spaces & spaces Commercial/ ancillary attributable Retail Office Industrial facilities) to the Group |
|---|---|
| Overseas Properties 107-112 Leadenhall Street 107-112 Leadenhall Street, 100% The property is held freehold — 146,606 — 146,606 — London_(Note 1) London EC3A 4AF, United Kingdom 100 Leadenhall Street 100 Leadenhall Street, 100% The property is held freehold — 126,539 — 126,539 15 London(Note 2) London EC3A 3BP, United Kingdom 36 Queen Street London 36 Queen Street, London 100% The property is held freehold — 60,816 — 60,816 — (Note 1)_ EC4 1HJ, United Kingdom |
|
| Subtotal of overseasproperties held for rental: — 333,961 — 333,961 15 |
|
| Subtotal of completedproperties held for rental: 433,229 1,144,361 62,606 1,640,196 980 |
Note 1: Referring to gross internal area Note 2: Referring to net internal area
COMPLETED HOTEL PROPERTY
| COMPLETED HOTEL PROPERTY | COMPLETED HOTEL PROPERTY |
|---|---|
| Approximate No. of Attributable car-parking Gross Floor Area spaces Group (square feet) attributable Hotel Name Location Interest Tenure Hotel to the Group |
|
| Caravelle Hotel 19-23 Lam Son Square, 26.01% The property is held District 1, under a land use Ho Chi Minh City, right due to expire Vietnam on 8 October 2040 |
98,376 — |
28 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
(Continued) Particulars of Major Properties
PROPERTIES UNDER DEVELOPMENT
| Approximate Attributable Gross Floor Area | Approximate Attributable Gross Floor Area | Approximate Attributable Gross Floor Area | Approximate Attributable Gross Floor Area | Approximate Attributable Gross Floor Area | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (square | feet) | |||||||||
| Total | ||||||||||
| (excluding | No. of | |||||||||
| Site Area | car-parking | car-parking | ||||||||
| (approximate | Expected | spaces & | spaces | |||||||
| Group | square feet) | completion | Commercial/ | ancillary | attributable | |||||
| Location | Stage of construction | interest | (Note) | date | Retail | Hotel | Residential | facilities) | to the Group | |
| 2-12 Observatory Road, | Superstructure works | 50% | 13,765 | Q3 2015 | 82,585 | — | — | 82,585 | 26 | |
| Tsim Sha Tsui, | in progress | |||||||||
| Kowloon, Hong Kong | ||||||||||
| Area 68A2, Tseung Kwan O, | Foundation works | 50% | 229,338 | Q4 2017 | 57,331 | — | 229,282 | 286,613 | 148 | |
| New Territories, | in progress | |||||||||
| Hong Kong | ||||||||||
| The Hong Kong Ocean Park | Foundation works | 100% | 183,460 | Q4 2017 | — | 366,000 | — | 366,000 | 16 | |
| Marriott Hotel at Ocean Park, | in progress | |||||||||
| Hong Kong | ||||||||||
| San Shan Road/Pau Chung Street, | Foundation works | 100% | 12,599 | Q1 2018 | 16,990 | — | 95,975 | 112,965 | 24 | |
| Ma Tau Kok, Kowloon, | in progress | |||||||||
| Hong Kong | ||||||||||
| Subtotal of properties under | development: | 156,906 | 366,000 | 325,257 | 848,163 | 214 |
Note: On project basis
COMPLETED PROPERTIES HELD FOR SALE
Approximate Attributable Gross Floor Area (square feet)
(square feet) |
||||||
|---|---|---|---|---|---|---|
| Total | ||||||
| (excluding | No. of | |||||
| car-parking | car-parking | |||||
| spaces & | spaces | |||||
| Group | Commercial/ | ancillary | attributable | |||
| Property Name | Location | interest | Retail | Residential | facilities) | to the Group |
| Ocean One | 6 Shung Shun Street, Yau Tong, | 100% | 17,749 | — | 17,749 | 7 |
| Kowloon, Hong Kong | ||||||
| 339 Tai Hang Road | 335-339 Tai Hang Road, Hong Kong | 100% | — | 27,400 | 27,400 | 12 |
| Subtotal of completedproperties held for sale: | 17,749 |
27,400 | 45,149 | 19 |
29
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED
Disclosure Pursuant to Paragraph 13.21 of Chapter 13 of the Listing Rules
On 26 October 2012, the Company entered into a facility agreement related to a term loan and revolving credit facility of up to HK$2,200 million to be made available to the Company, as borrower, for a period of up to three years commencing 26 October 2012.
In August 2014, the Group entered into another facility agreement related to a term loan facility of GBP48,480,000 to be made available to a wholly-owned subsidiary of the Company, as borrower, for a period of five years up to 6 August 2019.
Pursuant to the above agreements, the Company has undertaken to procure that Dr. Lam Kin Ngok, Peter and his family, will, at all times during the relevant facility periods, remain as the single largest shareholder of the Company (directly or indirectly) and will maintain control over the management of the Company.
At 31 January 2015, the outstanding loan balance of the above facilities amounted to approximately HK$1,521,494,000.
30
LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Disclosure Pursuant to Paragraph 13.22 of Chapter 13 of the Listing Rules
Financial assistance and guarantees to affiliated companies
As at 31 January 2015, the aggregate amount of financial assistance and guarantee given for facilities granted to affiliated companies has exceeded the assets ratio of 8% under the Listing Rules.
In compliance with paragraph 13.22 of Chapter 13 of the Listing Rules, the pro forma combined statement of financial position of the affiliated companies as at 31 January 2015 is disclosed as follows:
| HK$’000 | ||
|---|---|---|
| Property, plant and equipment | 2,877,661 | |
| Properties under development | 1,119,067 | |
| Investment property under construction | 5,638,361 | |
| Investment properties | 16,321,286 | |
| Film rights | 31,642 | |
| Film products | 81,957 | |
| Music catalogs | 14,325 | |
| Goodwill | 137,859 | |
| Interests in associates | 52,132 | |
| Interests in joint ventures | 1,236,438 | |
| Available-for-sale investments | 152,634 | |
| Deposits, prepayments and other receivables | 789,449 | |
| Deferred tax assets | 9,020 | |
| Deferred rental benefits | 77,741 | |
| Pledged bank balances | 383,620 | |
| Amounts due from shareholders | 9,285 | |
| Net current assets | 3,585,430 | |
| Total assets less current liabilities | 32,517,907 | |
| NON-CURRENT LIABILITIES | ||
| Long term deposits received | (151,597) | |
| Long term borrowings | (3,978,402) | |
| Guaranteed notes, secured | (784,555) | |
| Fixed rate senior notes | (2,247,948) | |
| Derivative financial instruments | (137,883) | |
| Deferred tax liabilities | (2,733,266) | |
| Deferred income | (44,976) | |
| Amounts due to shareholders | (4,760,659) | |
| (14,839,286) | ||
| 17,678,621 | ||
| CAPITAL AND RESERVES | ||
| Issued capital | 643,995 | |
| Share premium account | 4,230,797 | |
| Contributed surplus | 891,289 | |
| Investment revaluation reserve | 14,918 | |
| Share option reserve | 15,293 | |
| Hedging reserve | (2,225) | |
| Exchange reserve | 237,994 | |
| Statutory reserve | 50,391 | |
| Other reserve | 645,771 | |
| Accumulatedprofits | 3,280,327 | |
| 10,008,550 | ||
| Non-controllinginterests | 7,670,071 | |
| 17,678,621 |
31
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED
Corporate Governance and Other Information
CORPORATE GOVERNANCE
The Company has complied with all the code provisions set out in the Corporate Governance Code (“ CG Code ”) contained in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) throughout the six months ended 31 January 2015 save for the deviation from code provisions A.4.1, A.5.1 and E.1.2.
Under code provision A.4.1, non-executive directors should be appointed for a specific term and subject to re-election.
None of the existing non-executive directors (“ NEDs ”, including the independent non-executive Directors (“ INEDs ”)) of the Company is appointed for a specific term. However, all directors of the Company (“ Directors ”) are subject to the retirement provisions of the Articles of Association of the Company (“ Articles of Association ”), which require that the Directors for the time being shall retire from office by rotation once every three years since their last election by shareholders of the Company (“ Shareholders ”) and the retiring Directors are eligible for re-election. In addition, any person appointed by the Board as an additional Director (including a NED) will hold office only until the next annual general meeting of the Company (“ AGM ”) and will then be eligible for reelection. Further, in line with the relevant code provision of the CG Code, each of the Directors appointed to fill a casual vacancy would/will be subject to election by the Shareholders at the first general meeting after his/her appointment. In view of these, the Board considers that such requirements are sufficient to meet the underlying objective of the said code provision A.4.1 and, therefore, does not intend to take any remedial steps in this regard.
Under code provision A.5.1, a nomination committee comprising a majority of the independent non-executive directors should be established and chaired by the chairman of the board or an independent non-executive director.
The Company has not established a nomination committee whose functions are assumed by the full Board. Potential new Directors will be recruited based on their knowledge, skills, experience and expertise and the requirements of the Company at the relevant time and candidates for the INEDs must meet the independence criterion. The process of identifying and selecting appropriate candidates for consideration and approval by the Board has been, and will continue to be, carried out by the executive Directors (“ EDs ”). As the above selection and nomination policies and procedures have already been in place and the other duties of the nomination committee as set out in the CG Code have long been performed by the full Board effectively, the Board does not consider it necessary to establish a nomination committee at the current stage.
Under code provision E.1.2, the chairman of the board should attend the annual general meeting.
Due to other pre-arranged business commitments which must be attended to by Dr. Lam Kin Ngok, Peter, the Chairman, he was not present at the AGM held on 9 December 2014. However, Mr. Chew Fook Aun, the Deputy Chairman and an ED present at that AGM took the chair of that AGM pursuant to Article 71 of the Articles of Association to ensure an effective communication with the Shareholders thereat.
Board
The Board oversees the overall management of the Company’s business and affairs. The Board’s primary duty is to ensure the viability of the Company and to ascertain that it is managed in the best interests of its Shareholders as a whole while taking into account the interests of other stakeholders.
The Board has delegated the day-to-day management of the Company’s business to the management and the Executive Committee and focuses its attention on matters affecting the Company’s long-term objectives and plans for achieving these objectives, the overall business and commercial strategy of the Group as well as overall policies and guidelines.
The Board currently comprises nine members, of whom four are EDs, two are NEDs and three are INEDs. The current composition of the Board is characterised by diversity, whether considered in terms of gender, nationality, professional background and skills.
32 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Corporate Governance and Other Information (Continued)
CORPORATE GOVERNANCE (CONTINUED)
Board (Continued)
The Board meets at least four times a year with meeting dates scheduled prior to the beginning of the year. Additional board meetings will be held when warranted. Directors also participate in the consideration and approval of matters of the Company by way of written resolutions circulated to Directors together with supporting explanatory materials as and when required.
All Directors have been provided, on a monthly basis, with the Group’s management information updates, giving a balanced and understandable assessment of the Group’s performance, position, recent developments and prospects in sufficient detail to keep them abreast of the Group’s affairs and facilitate them to discharge their duties under the relevant requirements of the Listing Rules.
Chairman and Chief Executive Officer
During the six months ended 31 January 2015 and up to the date of this Report, Dr. Lam Kin Ngok, Peter (an ED) was the Chairman of the Company and Mr. Lau Shu Yan, Julius (an ED) was the Chief Executive Officer. The segregation ensures a clear distinction between the Chairman’s responsibilities to manage the Board and the Chief Executive Officer’s responsibilities to manage the Company’s businesses. The division of responsibilities between the Chairman and the Chief Executive Officer is defined.
SECURITIES TRANSACTIONS BY DIRECTORS AND DESIGNATED
EMPLOYEES
The Company has adopted a Code of Practice for Securities Transactions by Directors and Designated Employees (“ Securities Code ”) on terms no less exacting than the required standard set out in the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix 10 to the Listing Rules. The Company has made specific enquiry of all Directors and they have confirmed in writing their compliance with the required standard set out in the Securities Code during the six months ended 31 January 2015.
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED 33
Corporate Governance and Other Information (Continued)
DIRECTORS’ INTERESTS
The following Directors and the chief executive of the Company who held office on 31 January 2015 and their respective close associates (as defined in the Listing Rules) were interested or were deemed to be interested in the following interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong (“ SFO ”)) on that date (a) as required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions, if any, which they were taken or deemed to have under such provisions of the SFO); or (b) as recorded in the register required to be kept by the Company pursuant to section 352 of the SFO (“ Register of Directors and Chief Executive ”); or (c) as otherwise notified to the Company and the Stock Exchange pursuant to the Securities Code; or (d) as known by the Directors:
(1) The Company
Long positions in the ordinary shares of the Company (“Shares”) and the underlying Shares
| Approximate | |||||||
|---|---|---|---|---|---|---|---|
| % of total | |||||||
| interests to | |||||||
| Personal | Family | Corporate | Other | Total | total issued | ||
| Name of Director | Capacity | interests | interests | interests | interests | interests | Shares |
| Lam Kin Ngok, Peter | Beneficial | 14,307,745 | Nil | 10,425,699,353 | 20,062,893 | 10,460,069,991 | 52.05% |
| owner/ | (Note 1) | (Note 3) | |||||
| Owner of | |||||||
| controlled | |||||||
| corporations | |||||||
| Chew Fook Aun | Beneficial | Nil | Nil | Nil | 200,628,932 | 200,628,932 | 1.00% |
| owner | (Note 3) | ||||||
| Lau Shu Yan, Julius | Beneficial | 8,783,333 | Nil | Nil | 100,314,466 | 109,097,799 | 0.543% |
| owner | (Note 3) | ||||||
| Lam Hau Yin, Lester | Beneficial | Nil | Nil | Nil | 200,628,932 | 200,628,932 | 1.00% |
| owner | (Note 3) | ||||||
| U Po Chu_(Note 2)_ | Beneficial | 897,316 | Nil | Nil | Nil | 897,316 | 0.004% |
| owner |
Notes:
(1) Lai Sun Garment (International) Limited (“ LSG ”) and two of its wholly-owned subsidiaries, namely Zimba International Limited (“ Zimba International ”) and Joy Mind Limited (“ Joy Mind ”), beneficially owned 10,425,699,353 Shares, representing approximately 51.88% of the issued share capital of the Company. Dr. Lam Kin Ngok, Peter was deemed to be interested in the same 10,425,699,353 Shares by virtue of, in aggregate, his personal and deemed interests of approximately 42.63% in the issued share capital of LSG. LSG is approximately 12.72% owned by Dr. Lam Kin Ngok, Peter and is approximately 29.91% owned by Wisdoman Limited which is in turn 100% beneficially owned by Dr. Lam Kin Ngok, Peter.
The 10,425,699,353 Shares (51.88%) held by LSG, Zimba International and Joy Mind, respectively were pledged as security by LSG pursuant to its 7.70% secured guaranteed notes due 2018 under a Share Charge dated 24 July 2014.
34 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Corporate Governance and Other Information (Continued)
DIRECTORS’ INTERESTS (CONTINUED)
- (1) The Company (Continued)
Notes: (Continued)
-
(2) Madam U Po Chu is the widow of the late Mr. Lim Por Yen whose estate includes an interest of 197,859,550 Shares, representing approximately 0.98% of the issued share capital of the Company.
-
(3) A share option scheme was adopted by the Company on 22 December 2006 and commenced with effect from 29 December 2006. A share option was granted to each of Dr. Lam Kin Ngok, Peter, Mr. Chew Fook Aun, Mr. Lau Shu Yan, Julius and Mr. Lam Hau Yin, Lester, particulars of which are set out below:
| Number of | ||||
|---|---|---|---|---|
| underlying | ||||
| Shares | ||||
| comprised | ||||
| Registered Name | Date ofgrant | in the option | Optionperiod | Subscriptionprice |
| Lam Kin Ngok, Peter | 18/01/2013 | 20,062,893 | 18/01/2013-17/01/2023 | HK$0.335 per Share |
| Chew Fook Aun | 05/06/2012 | 200,628,932 | 05/06/2012-04/06/2022 | HK$0.112 per Share |
| Lau Shu Yan, Julius | 18/01/2013 | 100,314,466 | 18/01/2013-17/01/2023 | HK$0.335 per Share |
| Lam Hau Yin, Lester | 18/01/2013 | 200,628,932 | 18/01/2013-17/01/2023 | HK$0.335 per Share |
(2) Associated Corporations
- (i) Lai Sun Garment (International) Limited (“LSG”) — the ultimate holding company of the Company
Long positions in the ordinary shares and the underlying shares in LSG
| Approximate | |||||||
|---|---|---|---|---|---|---|---|
| % of total | |||||||
| interests to | |||||||
| Personal | Family | Corporate | Other | Total | total issued | ||
| Name of Director | Capacity | interests | interests | interests | interests | interests | shares |
| Lam Kin Ngok, Peter | Beneficial |
237,464,979 | Nil | 562,590,430 | 1,876,211 | 801,931,620 | 42.63% |
| owner/ | (Note 1) | (Note 2) | |||||
| Owner of | |||||||
| controlled | |||||||
| corporations | |||||||
| Chew Fook Aun | Beneficial | Nil | Nil | Nil | 18,762,111 | 18,762,111 | 1.00% |
| owner | (Note 2) | ||||||
| Lam Hau Yin, Lester | Beneficial | 60,623,968 | Nil | Nil | 18,762,111 | 79,386,079 | 4.22% |
| owner | (Note 2) | ||||||
| Lam Kin Ming | Beneficial | 5,008,263 | Nil | Nil | Nil | 5,008,263 | 0.27% |
| owner | |||||||
| U Po Chu | Beneficial | 4,127,625 | Nil | Nil | Nil | 4,127,625 | 0.22% |
| owner |
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED 35
Corporate Governance and Other Information (Continued)
DIRECTORS’ INTERESTS (CONTINUED)
-
(2) Associated Corporations (Continued)
-
(i) Lai Sun Garment (International) Limited (“LSG”) — the ultimate holding company of the Company (Continued)
Notes:
-
(1) Dr. Lam Kin Ngok, Peter was deemed to be interested in 562,590,430 shares (representing approximately 29.91% of LSG’s issued share capital) by virtue of his 100% interests in the issued share capital of Wisdoman Limited.
-
(2) A share option scheme was adopted by LSG on 22 December 2006 and commenced with effect from 29 December 2006. A share option was granted by LSG to each of Dr. Lam Kin Ngok, Peter, Mr. Chew Fook Aun and Mr. Lam Hau Yin, Lester, particulars of which are set out below (on 7 February 2014, the subscription price and the number of underlying shares comprised in the option have been adjusted following the completion of rights issue of LSG (“ Rights Issue ”)):
| Number of | Number of | |||||
|---|---|---|---|---|---|---|
| underlying | underlying | |||||
| shares | shares | |||||
| comprised in | comprised in | |||||
| the option | the option | |||||
| before | after | Subscription | Subscription | |||
| Date of | the Rights | the Rights | price before | price after | ||
| Registered Name | grant | Issue | Issue | Option period | the Rights Issue | the Rights Issue |
| Lam Kin Ngok, Peter | 18/01/2013 | 1,617,423 | 1,876,211 | 18/01/2013-17/01/2023 | HK$1.41 per share | HK$1.21 per share |
| Chew Fook Aun | 05/06/2012 | 16,174,234 | 18,762,111 | 05/06/2012-04/06/2022 | HK$0.582 per share | HK$0.501 per share |
| Lam Hau Yin, Lester | 18/01/2013 | 16,174,234 | 18,762,111 | 18/01/2013-17/01/2023 | HK$1.41 per share | HK$1.21 per share |
- (ii) eSun Holdings Limited (“eSun”) — an associate of the Company
Long positions in the ordinary shares and the underlying shares in eSun
| Approximate | |||||||
|---|---|---|---|---|---|---|---|
| % of total | |||||||
| interests to | |||||||
| Personal | Family | Corporate | Other | Total | total issued | ||
| Name of Director | Capacity | interests | interests | interests | interests | interests | shares |
| Lam Kin Ngok, Peter | Beneficial |
2,794,443 | Nil | 521,204,186 | 1,243,212 | 525,241,841 | 42.25% |
| owner/ | (Note 1) | (Note 2) | |||||
| Owner of | |||||||
| controlled | |||||||
| corporations | |||||||
| Chew Fook Aun | Beneficial | Nil | Nil | Nil | 6,216,060 | 6,216,060 | 0.50% |
| owner | (Note 2) | ||||||
| Lam Hau Yin, Lester | Beneficial | 2,794,443 | Nil | Nil | 12,432,121 | 15,226,564 | 1.22% |
| owner | (Note 2) |
36 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Corporate Governance and Other Information (Continued)
DIRECTORS’ INTERESTS (CONTINUED)
-
(2) Associated Corporations (Continued)
-
(ii) eSun Holdings Limited (“eSun”) — an associate of the Company (Continued)
Notes:
-
(1) LSG was interested in 10,425,699,353 Shares in the Company, representing approximately 51.88% of the issued share capital of the Company. Transtrend Holdings Limited, a wholly-owned subsidiary of the Company, was interested in 521,204,186 shares in eSun, representing approximately 41.92% of the issued share capital of eSun. As such, Dr. Lam Kin Ngok, Peter was deemed to be interested in the same 521,204,186 shares in eSun (representing approximately 41.92% of eSun’s issued share capital) by virtue of, in aggregate, his personal and deemed interests of approximately 42.63% and 52.05% in the issued share capital of LSG and the Company, respectively.
-
(2) A share option scheme was adopted by eSun on 23 December 2005 and commenced with effect from 5 January 2006. A share option was granted to each of Dr. Lam Kin Ngok, Peter, Mr. Chew Fook Aun and Mr. Lam Hau Yin, Lester, particulars of which are set out below:
| Number of | ||||
|---|---|---|---|---|
| underlying | ||||
| shares | ||||
| comprised in | ||||
| Registered Name | Date ofgrant | the option | Optionperiod | Subscriptionprice |
| Lam Kin Ngok, Peter | 18/01/2013 | 1,243,212 | 18/01/2013-17/01/2023 | HK$1.612 per share |
| Chew Fook Aun | 05/06/2012 | 6,216,060 | 05/06/2012-04/06/2022 | HK$0.92 per share |
| Lam Hau Yin, Lester | 18/01/2013 | 12,432,121 | 18/01/2013-17/01/2023 | HK$1.612 per share |
(iii) Lai Fung Holdings Limited (“Lai Fung”) — a subsidiary of eSun
Long positions in the ordinary shares and the underlying shares in Lai Fung
| Approximate | |||||||
|---|---|---|---|---|---|---|---|
| % of total | |||||||
| interests to | |||||||
| Name of | Personal | Family | Corporate | Other | Total | total issued | |
| Director | Capacity | interests | interests | interests | interests | interests | shares |
| Lam Kin Ngok, Peter | Beneficial |
Nil | Nil | 8,274,270,422 | 16,095,912 | 8,290,366,334 | 51.40% |
| Owner/ | (Note 1) | (Note 2) | |||||
| Owner of | |||||||
| controlled | |||||||
| corporations | |||||||
| Chew Fook Aun | Beneficial | Nil | Nil | Nil | 80,479,564 | 80,479,564 | 0.50% |
| owner | (Note 2) | ||||||
| Lau Shu Yan, Julius | Beneficial | 12,917,658 | Nil | Nil | 48,287,738 | 61,205,396 | 0.38% |
| owner | (Note 2) | ||||||
| Lam Hau Yin, Lester | Beneficial | Nil | Nil | Nil | 160,959,129 | 160,959,129 | 1.00% |
| owner | (Note 2) |
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED 37
Corporate Governance and Other Information (Continued)
DIRECTORS’ INTERESTS (CONTINUED)
-
(2) Associated Corporations (Continued)
-
(iii) Lai Fung Holdings Limited (“Lai Fung”) — a subsidiary of eSun (Continued) Notes:
-
(1) eSun was interested in 8,274,270,422 shares in Lai Fung, representing approximately 51.30% of the issued share capital of Lai Fung. As such, Dr. Lam Kin Ngok, Peter was deemed to be interested in the same 8,274,270,422 issued shares in Lai Fung by virtue of, in aggregate, his personal and deemed shareholding interests of approximately 42.25% in the issued share capital of eSun.
-
(2) A share option scheme was adopted by Lai Fung on 21 August 2003 and commenced with effect from 28 August 2003 (“ Old Scheme ”). A new share option scheme was adopted by Lai Fung on 18 December 2012 and commenced with effect from 20 December 2012 (“ New Scheme ”). A share option was granted to Mr. Chew Fook Aun under the Old Scheme and remains exercisable though the Old Scheme was terminated on 20 December 2012 when the New Scheme became effective. A share option was also granted to each of Dr. Lam Kin Ngok, Peter, Mr. Lau Shu Yan, Julius and Mr. Lam Hau Yin, Lester under the New Scheme, particulars of the share options granted in the above schemes are set out below:
-
| Number of | ||||
|---|---|---|---|---|
| underlying | ||||
| shares | ||||
| comprised in | ||||
| Registered Name | Date ofgrant | the option | Optionperiod | Subscriptionprice |
| Lam Kin Ngok, Peter | 18/01/2013 | 16,095,912 | 18/01/2013-17/01/2023 | HK$0.228 per share |
| Chew Fook Aun | 12/06/2012 | 80,479,564 | 12/06/2012-11/06/2020 | HK$0.133 per share |
| Lau Shu Yan, Julius | 18/01/2013 | 48,287,738 | 18/01/2013-17/01/2023 | HK$0.228 per share |
| Lam Hau Yin, Lester | 18/01/2013 | 160,959,129 | 18/01/2013-17/01/2023 | HK$0.228 per share |
(iv) Media Asia Group Holdings Limited (“MAGHL”) — a subsidiary of eSun
Long positions in the shares and underlying shares in MAGHL
| Total | Approximate | ||||
|---|---|---|---|---|---|
| Number of | Number of | number of issued | % of total | ||
| ordinary | underlying | shares and | interests to | ||
| Name of Director | Capacity | shares held | shares held | underlying shares | total issued shares |
| Lam Kin Ngok, Peter | Owner of | 842,675,225 | 79,596,050 | 922,271,275 | 68.83% |
| controlled | (Note 1) | (Note 2) | |||
| corporations |
Notes:
-
(1) As at 31 January 2015, these interests in MAGHL represented the shares beneficially owned by Perfect Sky Holdings Limited (“ Perfect Sky ”), a wholly-owned subsidiary of eSun, representing approximately 62.89% of the issued share capital of MAGHL. eSun is owned as to approximately 41.92% by the Company which in turn is owned as to approximately 51.88% by LSG. As LSG is approximately 12.72% owned by Dr. Lam Kin Ngok, Peter and approximately 29.91% owned by Wisdoman Limited which is turn 100% beneficially owned by Dr. Lam Kin Ngok, Peter, he was deemed to be interested in the said 842,675,225 shares in MAGHL.
-
(2) By virtue of Dr. Lam Kin Ngok, Peter’s interests through the controlled corporations described in Note (1) above, he was also deemed to be interested in the 79,596,050 underlying shares of MAGHL comprised in the convertible notes issued to Perfect Sky by MAGHL on 9 June 2012.
Save as disclosed above, as at 31 January 2015, none of the Directors and the chief executive of the Company and their respective close associates was interested or was deemed to be interested in the long and short positions in the shares, underlying shares and/or debentures of the Company or any of its associated corporations, which were required to be notified to the Company and the Stock Exchange, or recorded in the Register of Directors and Chief Executive as aforesaid, notified under the Securities Code or otherwise known by the Directors.
38 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Corporate Governance and Other Information (Continued)
SUBSTANTIAL SHAREHOLDERS’ AND OTHER PERSONS’ INTERESTS
As at 31 January 2015, so far as was known by or otherwise notified by any Director or the chief executive of the Company, the particulars of the corporations or individuals (one being a Director), who had 5% or more interests in the following long positions in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept under section 336 of the SFO (“ Register of Shareholders ”) or were entitled to exercise, or control the exercise of, 10% or more of the voting power at any general meeting of the Company (“ Voting Entitlements ”) (i.e. within the meaning of Substantial Shareholders of the Listing Rules) were as follows:
Long positions in the Shares and the underlying Shares of the Company
| Approximate% | Approximate% | |||
|---|---|---|---|---|
| Nature of | Number of | of Shares | ||
| Name | Capacity | interests | Shares | in issue |
| Substantial | ||||
| Shareholders | ||||
| Lai Sun Garment | Beneficial owner | Corporate | 10,425,699,353 | 51.88% |
| (International) Limited | ||||
| (Note) | ||||
| Lam Kin Ngok, Peter | Beneficial owner/ | Personal and | 10,460,069,991 | 52.05% |
| Owner of | corporate | |||
| controlled | ||||
| corporation |
Note:
LSG and two of its wholly-owned subsidiaries, namely Zimba International Limited and Joy Mind Limited, beneficially owned 10,425,699,353 Shares, representing approximately 51.88% of the issued share capital of the Company. Dr. Lam Kin Ngok, Peter was deemed to be interested in the same 10,425,699,353 Shares by virtue of, in aggregate, his personal and deemed interests of approximately 42.63% in the issued share capital of LSG. Dr. Lam Kin Ngok, Peter is an ED of LSG.
Save as disclosed above, the Directors are not aware of any other corporation or individual (other than a Director or the chief executive of the Company) who, as at 31 January 2015, had the Voting Entitlements or 5% or more interests or short positions in the Shares or underlying Shares of the Company recorded in the Register of Shareholders.
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED 39
Corporate Governance and Other Information (Continued)
SHARE OPTION SCHEME
The Company adopted a share option scheme (“ Scheme ”) on 22 December 2006 and the Scheme became effective on 29 December 2006 (“ Commencement Date ”). The purpose of the Scheme is to provide incentives or rewards to any eligible employee and director of the Company or any of its subsidiaries, any agent or consultant of any member of the Group or any employee of the shareholder of any member of the Group or any holder of any securities issued by any member of the Group for their contribution or would be contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group. Unless otherwise altered or terminated, the Scheme will be valid and effective for a period of 10 years commencing on the Commencement Date.
During the six-month period ended 31 January 2015, there were 11,000,000 options granted to eligible employees. Apart from that, no options were granted, exercised, cancelled or lapsed in accordance with the terms of the Scheme. Particulars of the outstanding options at the beginning and at the end of the financial period are as follows:
| Name and category of participant |
Number of share options Exercisable Exercise price Outstanding at Outstanding at Date of grant Period of of share 01/08/2014 31/01/2015 of options the Options options HK$ per share |
|---|---|
| Directors Lam Kin Ngok, Peter Chew Fook Aun Lau Shu Yan, Julius Lam Hau Yin, Lester Other employees, in aggregate Other employees, in aggregate Other employees, in aggregate |
20,062,893 20,062,893 18/01/2013 18/01/2013- 0.335 17/01/2023 200,628,932 200,628,932 05/06/2012 05/06/2012- 0.112 04/06/2022 100,314,466 100,314,466 18/01/2013 18/01/2013- 0.335 17/01/2023 200,628,932 200,628,932 18/01/2013 18/01/2013- 0.335 17/01/2023 177,188,680 177,188,680 18/01/2013 18/01/2013- 0.335 17/01/2023 4,000,000 4,000,000 26/07/2013 26/07/2013- 0.235 25/07/2023 — 11,000,000 21/01/2015 21/01/2015- 0.174 20/01/2025 |
| Total: | 702,823,903 713,823,903 |
40 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Corporate Governance and Other Information (Continued)
Purchase, Sale or Redemption of Listed Securities
During the six months ended 31 January 2015, the Company did not redeem any of its Shares listed and traded on the Stock Exchange nor did the Company or any of its subsidiaries purchase or sell any of such Shares.
UPDATE OF DIRECTORS’ INFORMATION
Pursuant to Rule 13.51B(1) of the Listing Rules, changes in Directors’ and Chief Executive Officer’s information since the disclosure made in the Company’s annual report 2013-2014 are set out as follows:
- (1) The Group usually makes annual adjustment to basic salaries and pays discretionary bonuses in January. The basic salaries of Dr. Lam Kin Ngok, Peter, Mr. Chew Fook Aun and Mr. Lam Hau Yin, Lester were adjusted upward by 4.5% with effect from 1 January 2015.
| Salaries, | ||||
|---|---|---|---|---|
| allowances, | Pension | |||
| and benefits | scheme | Total | ||
| Fees | in kind | contributions | remuneration | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| For the six months ended 31 January 2015 | ||||
| EDs: | ||||
| Lam Kin Ngok, Peter_(Chairman)_ | — | 8,176 | 9 | 8,185 |
| Chew Fook Aun_(Deputy Chairman)_ | — | 4,666 | 9 | 4,675 |
| Lau Shu Yan, Julius_(Chief Executive Officer)_ | — | 2,577 | 103 | 2,680 |
| Lam Hau Yin, Lester | — | 925 | 9 | 934 |
| — | 16,344 | 130 | 16,474 | |
| NEDs: | ||||
| Lam Kin Ming | 125 | — | — | 125 |
| U Po Chu | 125 | — | — | 125 |
| 250 | — | — | 250 | |
| INEDs: | ||||
| Ip Shu Kwan, Stephen | 125 | — | — | 125 |
| Lam Bing Kwan | 125 | — | — | 125 |
| Leung Shu Yin, William | 125 | — | — | 125 |
| 375 | — | — | 375 | |
| 625 | 16,344 | 130 | 17,099 |
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED 41
Corporate Governance and Other Information (Continued)
UPDATE OF DIRECTORS’ INFORMATION (CONTINUED)
(1) (Continued)
| Salaries, | ||||
|---|---|---|---|---|
| allowances, | Pension | |||
| and benefits | scheme | Total | ||
| Fees | in kind | contributions | remuneration | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| For the six months ended 31 January 2014 | ||||
| EDs: | ||||
| Lam Kin Ngok, Peter_(Chairman)_ | — | 6,908 | 8 | 6,916 |
| Chew Fook Aun_(Deputy Chairman)_ | — | 4,464 | 8 | 4,472 |
| Lau Shu Yan, Julius_(Chief Executive Officer)_ | — | 2,481 | 99 | 2,580 |
| Lam Hau Yin, Lester | — | 1,237 | 8 | 1,245 |
| — | 15,090 | 123 | 15,213 | |
| NEDs: | ||||
| Lam Kin Ming | 125 | — | — | 125 |
| U Po Chu | 125 | — | — | 125 |
| 250 | — | — | 250 | |
| INEDs: | ||||
| Ip Shu Kwan, Stephen | 125 | — | — | 125 |
| Lam Bing Kwan | 125 | — | — | 125 |
| Leung Shu Yin, William | 125 | — | — | 125 |
| 375 | — | — | 375 | |
| 625 | 15,090 | 123 | 15,838 |
-
(2) Mr. Chew Fook Aun
-
(a) ceased to be a member of the Corruption Prevention Advisory Committee of the Independent Commission Against Corruption (“ ICAC ”) on 1 January 2015;
-
(b) ceased to be a member of the Standing Committee on Company Law Reform of the Companies Registry on 1 February 2015; and
-
(c) was appointed a member of the Operations Review Committee of the ICAC with effect from 1 January 2015.
-
(3) Mr. Lau Shu Yan, Julius
-
(a) resigned as an ED of Lai Fung with effect from 17 January 2015; and
-
(b) was appointed a consultant of Lai Fung with effect from 17 January 2015.
Lai Fung is listed on the Main Board of the Stock Exchange.
42 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015
Corporate Governance and Other Information (Continued)
EMPLOYEES AND REMUNERATION POLICIES
As at 31 January 2015, the Group employed a total of approximately 1,300 employees. The Group recognises the importance of maintaining a stable staff force in its continued success. Under the Group’s existing policies, employee pay rates are maintained at competitive levels whilst promotion and salary increments are assessed on a performance-related basis. Discretionary bonuses are granted to employees based on their merit and in accordance with industry practice. Other benefits including share option scheme, mandatory provident fund scheme, free hospitalisation insurance plan, subsidised medical care and sponsorship for external education and training programmes are offered to eligible employees.
INVESTOR RELATIONS
To ensure our investors have a better understanding of the Company, our management engages in a pro-active investor relations programme. Our EDs and Investor Relations Department communicate with research analysts and institutional investors on an on-going basis and meet with research analysts and the press after our results announcements, attend major investors’ conferences and participate in international non-deal roadshows to communicate the Company’s financial performance and global business strategy.
During the six months ended 31 January 2015, the Company has met with a number of research analysts and investors, attended conferences as well as non-deal roadshows as follows:
| Month | Event | Organiser | Location |
|---|---|---|---|
| August 2014 | Investors luncheon | RHB-OSK Securities | Hong Kong |
| October 2014 | Post full year results non-deal roadshow | BNP | Hong Kong |
| October 2014 | Post full year results non-deal roadshow | DBS | New York/ |
| Boston/ | |||
| Washington | |||
| DC/Denver/ | |||
| Los Angeles/ | |||
| San Francisco | |||
| October 2014 | Post full year results non-deal roadshow | Daiwa | Paris/Zurich/ |
| London | |||
| November 2014 | Post full year results non-deal roadshow | BNP | Singapore |
| November 2014 | Post full year results non-deal roadshow | DBS | Sydney |
| December 2014 | Post full year results non-deal roadshow | BNP | Shanghai |
| December 2014 | Great China Emerging Market Trends Forum 2015 | SinoPac Securities | Taipei |
| (2015年大中華暨新興產業趨勢論壇) | |||
| January 2015 | BNP Paribas Asia Pacific Property | BNP | Hong Kong |
| & Financial Conference | |||
| January 2015 | The Fifth Daiwa Hong Kong Corporate Summit | Daiwa | Hong Kong |
Interim Report 2014-2015 • LAI SUN DEVELOPMENT COMPANY LIMITED 43
Corporate Governance and Other Information (Continued)
INVESTOR RELATIONS (CONTINUED)
During the period under review, the Company also had research reports published as follows:
| Firm | Analyst | Publication Date |
|---|---|---|
| BNP | Patrick C WONG, Wee Liat LEE | 3 October 2014 |
| BNP | Patrick C WONG, Wee Liat LEE | 16 October 2014 |
| DBS | Allen CHAN, Jeff YAU | 19 December 2014 |
The Company is keen on promoting investor relations and enhancing communication with the Shareholders and potential investors. It welcomes suggestions from investors, stakeholders and the public who may contact the Investor Relations Department by phone on (852) 2853 6116 during normal business hours, by fax at (852) 2853 6651 or by e-mail at [email protected].
REVIEW OF INTERIM REPORT
The audit committee of the Company (“ Audit Committee ”) currently comprises two INEDs, Mr. Leung Shu Yin, William and Mr. Lam Bing Kwan and a NED, Dr. Lam Kin Ming. The Audit Committee has reviewed the interim report (including the unaudited condensed consolidated financial statements) of the Company for the six months ended 31 January 2015.
By Order of the Board Lam Kin Ngok, Peter Chairman
Hong Kong, 25 March 2015
44 LAI SUN DEVELOPMENT COMPANY LIMITED • Interim Report 2014-2015