(Stock Code : 296)
,QWHULP5HSRU
CONTENTS
Pages
MANAGEMENT DISCUSSION AND ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . . . 1-12
INTERIM DIVIDEND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
CONDENSED CONSOLIDATED INCOME STATEMENT . . . . . . . . . . . . . . . . . . 14-15
CONDENSED CONSOLIDATED BALANCE SHEET . . . . . . . . . . . . . . . . . . . . . . 16-17
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY . . . . 18
CONDENSED CONSOLIDATED CASH FLOW STATEMENT . . . . . . . . . . . . . . . 19
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS . . 20-40
DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND
SHORT POSITIONS IN SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41-43
SHARE OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43-44
INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS . . . . 45-46
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
MODEL CODE FOR SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S
LISTED SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
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Emperor Entertainment Hotel Limited
MANAGEMENT DISCUSSION AND ANALYSIS
Emperor Entertainment Hotel Limited (the “Company”) and its subsidiaries
(collectively referred to as the “Group”) principally engages in gaming
operations and provision of entertainment and hospitality services in Macau.
The Group’s flagship project, Grand Emperor Hotel in Macau, had been
providing solid and steady contributions following the commencement of its
operations in January 2006. In August 2007, the Group increased its effective
interest in the Grand Emperor Hotel and the two self-managed VIP rooms in
the hotel from 45% to 50% and from 90% to 100% respectively.
The construction of the Group’s property development project – a shopping
arcade and service apartment complex in Shanghai – is underway and is
expected to be completed in 2009.
During the six months ended 30th September, 2007 (the “Period”), the Group
disposed of its cruise liner operation. Revenue from the Group’s continuing
operations, being mainly the hotel and gaming operations, soared 23% to
approximately HK$653.4 million during the Period, up from approximately
HK$532.1 million for the same period in 2006. Profit from the continuing
operations on the other hand declined 17% to approximately HK$137.4 million
as compared to HK$166.3 million for the corresponding period in 2006, mainly
due to the inclusion of a revaluation gain for the Group’s hotel properties of
approximately HK$123.1 million in 2006, without which and its related deferred
taxation of HK$14.7 million, the profit from the continuing operations would
be HK$57.9 million.
02
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Emperor Entertainment Hotel Limited
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
OPERATION REVIEW
The Group’s development project and various investments are discussed as
follows:
Hotel and gaming operations
The Grand Emperor Hotel in Macau is the Group’s flagship project. The hotel
commenced business in January 2006 and has quickly established its brand-
name in Macau, the world’s largest gaming market.
The Grand Emperor Hotel is located at the heart of Macau’s city centre, a
short distance from the main ferry terminal and the casino landmark Hotel
Lisboa. The Grand Emperor Hotel has 136,660 square feet of gaming space
spreading over seven floors. It has a capacity of 348 slot machine seats and
approximately 90 gaming tables in gaming concourse and VIP rooms,
featuring mainly baccarat – the most popular game in Macau with the best
odds among major table games.
The luxuriously designed hotel also provides comprehensive entertainment
and dining facilities with a European-themed decor and 291 hotel rooms,
appealing to the tastes and preferences of its customers.
In August 2007, the Group successfully increased its effective interest in the
Grand Emperor Hotel from 45% to 50%, and in two self-managed VIP rooms in
the Grand Emperor Hotel from 90% to 100% through acquisition of additional
interest of a subsidiary, details of which are set out in the section headed
“Acquisition of Additional Interest of a Subsidiary” below. The restructuring
streamlined the Group’s corporate investment structure, raising its investment
in the Grand Emperor Hotel and the Macau gaming market.
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Emperor Entertainment Hotel Limited
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
OPERATION REVIEW (Continued)
Hotel and gaming operations (Continued)
Gaming Revenue
The Group’s casino operations, run by licence holder Sociedade de Jogos
de Macau, S.A., had performed in line with management expectations amid
intensifying competition. All segments had recorded remarkable growth in
revenue.
Gaming Concourse
The Group operated 52 tables in its gaming concourse, targeting for the
mass market. They in total contributed a gross win of approximately HK$276.2
million (2006: HK$235.9 million), with an average win of approximately
HK$29,000 (2006: HK$28,000) per table per day. Revenue for the Period was
approximately HK$110.5 million (2006: HK$94.3 million).
Slot Machines
During the Period, this sector recorded a gross win of approximately HK$56.7
million (2006: HK$58.6 million). The slot machines returned an average win of
approximately HK$900 (2006: HK$900) per seat per day. Revenue for the Period
was approximately HK$22.7 million (2006: HK$18.2 million).
04
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Emperor Entertainment Hotel Limited
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
OPERATION REVIEW (Continued)
Hotel and gaming operations (Continued)
Gaming Revenue (Continued)
Self-managed VIP rooms
The Group launched its second VIP room inside the hotel since May 2007
with four tables providing baccarat games for high-rollers. The Group now
self-manages two VIP rooms, with ten tables in total, an area where the
Group possesses substantial experience and expertise.
Supported by a decade-long operating experience in Macau, the VIP rooms
maintained high rolling of approximately HK$26.9 billion (2006: HK$28.9 billion).
Win percentage (calculated before discounts and commissions) was 3.3%
(2006: 2.6%). Revenue was approximately HK$412.3 million (2006: HK$330.9
million) and an average win per table per day was approximately HK$527,000
(2006: HK$676,000).
Rental from leased-out VIP rooms
The Group received contributions from the leasing of six VIP rooms operated
within the hotel. Revenue was approximately HK$27.2 million (2006: HK$16.9
million) during the Period.
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Emperor Entertainment Hotel Limited
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
OPERATION REVIEW (Continued)
Hotel and gaming operations (Continued)
Non-gaming Revenue
The Grand Emperor Hotel recorded approximately HK$80.7 million (2006:
HK$71.7 million) in non-gaming revenue, which comprised mainly of
contributions from hotel rooms, food and beverage, as well as rental income
from sauna, night club and retail space operations on the ground floor of
the hotel.
According to Macau Government Documentation and Information Centre,
the number of hotel rooms had increased 27% year-on-year to 15,719 as of
30th September, 2007. Hotel rooms in Macau recorded an average
occupancy rate of approximately 72%.
Amid growing competition and increase in room supply, the Group managed
to attract and retain hotel guests with its top-class attentive service and
high-end entertainment and lodging facilities. The 291 hotel rooms at the
Grand Emperor Hotel returned an average daily rate of approximately HK$770
(2006: HK$700) during the Period. Occupancy rate of the available guestrooms
was 85% (2006: 81%).
Room revenue totaled approximately HK$40.0 million (2006: HK$34.9 million).
Revenue from food and beverage was approximately HK$33.3 million (2006:
HK$29.6 million). Rental revenue from sauna, night club and retail space
operations was approximately HK$7.4 million (2006: HK$7.3 million).
06
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Emperor Entertainment Hotel Limited
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
OPERATION REVIEW (Continued)
Property sales and development
This segment recorded no revenue during the Period, as its property project
in Shanghai remained under development. The project recorded a loss of
approximately HK$2.1 million (2006: HK$1.8 million).
Located in Yu Yuan, Shanghai, the property will be developed into a shopping
arcade and hotel/service apartment complex on a 22,870 square-metre prime
site. The main body of the complex will be a multi-storey shopping arcade,
and the entire project is expected to have a floor area of more than 110,000
square metres.
The new Shanghai M10 subway route – to be launched in 2009 – will be
adjacent to the subject site and there will be entrances and exits connecting
to and from the commercial complex. The Group had completed the
foundation and basement excavation work for the development during the
Period, while basement construction is in progress.
Cruise and cruise-related operations
Revenue from this segment came from the rental and operation of cruise-
related activities of Golden Princess, a 12,704-ton cruise liner which provides
entertainment, gaming and accommodation facilities of up to 570 guests.
From its cruise and cruise-related operations, the Group received revenue of
approximately HK$16.3 million (2006: HK$61.2 million) and recorded a loss of
approximately HK$7.7 million (2006: profit of HK$15.2 million).
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Emperor Entertainment Hotel Limited
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
OPERATION REVIEW (Continued)
Cruise and cruise-related operations (Continued)
In June 2007, the Group discontinued its cruise and cruise-related operations
after disposal of subsidiaries, details of which are set out in the section headed
“Disposal of Subsidiaries” below. The management believed that the disposal
would allow the Group to focus its resources and efforts on the Macau hotel
operation, a market with robust growth and potentials.
ACQUISITION OF ADDITIONAL INTEREST OF A SUBSIDIARY
On 12th June, 2007, Courage Wisdom Investments Limited, a wholly-owned
subsidiary of the Company, entered into a sale and purchase agreement
with World Million Profits Limited (“World Million”), a wholly-owned subsidiary
of the substantial shareholder of the Company, for acquisition of the remaining
10% interest in Nova Strategic Limited (“Nova Strategic”) and its subsidiaries
(collectively referred to as the “Nova Strategic Group”) and the entire
shareholder’s loan due from Nova Strategic to World Million (the “Acquisition”).
The Acquisition was completed on 20th August, 2007 and its aggregate
consideration amounted to approximately HK$171.7 million, out of which
HK$170.8 million was satisfied by the allotment and issue of 104,774,846 shares
of the Company at an issue price of HK$1.63 per share and the balance of
HK$0.9 million was settled by way of cash payment. A goodwill of
approximately HK$36.8 million arose as a result of the Acquisition.
08
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Emperor Entertainment Hotel Limited
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
DISPOSAL OF SUBSIDIARIES
On 29th June, 2007, Lavergem Holdings Limited, a wholly-owned subsidiary
of the Company, disposed of the entire interest of Quick Treasure Investments
Limited and its subsidiaries (collectively referred to as the “Quick Treasure
Group”) and the entire shareholder’s loan due to the Group by the Quick
Treasure Group to a third party at a consideration of approximately HK$129.0
million (the “Disposal”) and resulted in a gain of approximately HK$1.1 million.
USE OF PROCEEDS
The net proceeds from the Disposal after expenses of HK$0.1 million amounting
to approximately HK$128.9 million had been fully utilised to expand the
business of the Grand Emperor Hotel which included the opening of the
Group’s second self-managed VIP room in May 2007.
CAPITAL STRUCTURE
In August 2007, the Company allotted and issued 104,774,846 shares of the
Company at an issue price of HK$1.63 per share for the Acquisition. As a
result, the share capital and share premium of the Company as at 30th
September, 2007 were approximately HK$103,000 (as at 31st March, 2007:
HK$93,000) and HK$170.8 million (as at 31st March, 2007: Nil) respectively.
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Emperor Entertainment Hotel Limited
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
LIQUIDITY AND FINANCIAL RESOURCES
During the Period, the Group mainly funded its operations and capital
expenditure through its internally generated cash flow from operations. As at
30th September, 2007, bank borrowings which were denominated in Hong
Kong dollars, secured, interest bearing and had fixed repayment term
amounted to approximately HK$232.7 million. Advances from related
companies totaling approximately HK$5.9 million were denominated in Hong
Kong dollars, unsecured and repayable on demand. Advances from the
minority shareholders of approximately HK$386.7 million were denominated
in Hong Kong dollars, unsecured, interest-free and repayable only when the
subsidiaries have surplus fund.
The Group’s current assets and current liabilities as at the end of the Period
were approximately HK$900.9 million and HK$689.9 million respectively. The
gearing ratio of the Group (expressed as a percentage of total borrowings
over total assets) decreased from 25% in the preceding financial year to
19%, which was mainly due to repayment of bank borrowings and advances
from related companies and the minority shareholders during the Period.
Save as disclosed above and trade and other payables and accrued charges,
the Group had no other external borrowings. Bank balances and cash on
hand of the Group as at 30th September, 2007 totaled approximately HK$259.2
million, which were mainly denominated in Hong Kong dollars and Macau
Pataca (“MOP”). With the borrowings and bank balances and cash on hand
denominated in Hong Kong dollars and Macau Pataca, the Group
experienced no significant exposure to foreign exchange rate fluctuation
during the Period.
With its sufficient bank balances and cash on hand as well as its existing loan
facility, the directors of the Company considered to have sufficient working
capital for the operations and the future development of the Group.
010
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Emperor Entertainment Hotel Limited
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
PLEDGE OF ASSETS
As at the end of the Period, certain assets with carrying values of
approximately HK$1.5 billion were pledged to a bank as security for a banking
facility granted to the Group.
COMMITMENTS AND CONTINGENCIES
The Group had capital commitments as at 30th September, 2007 was
approximately HK$384.6 million, comprising HK$380.4 million for property
development project in Shanghai and HK$4.2 million for purchase of property,
plant and equipment.
In October 2006, the Group commenced legal proceedings in the People’s
Republic of China (“PRC”) against the joint venture partner (“JV Partner”) in
Shanghai, for termination of the joint venture agreement (“JV Agreement”)
in respect of the development of the Group’s property in Shanghai (“Project”)
as a result of the JV Partner’s failure to settle the outstanding payment and
construction costs in accordance with the terms of the JV Agreement. The
Group also claimed against the JV Partner for forfeiture of the JV Partner’s
contribution to the Project and further contribution by the JV Partner of
outstanding payment and construction costs totaling RMB83.6 million
(equivalent to approximately HK$86.4 million). The JV Partner contested the
proceedings and counterclaimed against the Group for RMB100 million
(equivalent to approximately HK$103.3 million) as damages for breach of the
JV Agreement. The PRC lawyers representing the Group were of the view
that the Group had prospects of successful termination of the JV Agreement
and defending against the counterclaim of the JV Partner. Therefore, no
provision was made by the Group.
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Emperor Entertainment Hotel Limited
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
COMMITMENTS AND CONTINGENCIES (Continued)
In January 2007, the Group was sued jointly with its contractor for
approximately for MOP 3.5 million (equivalent to approximately HK$3.4 million)
for injuries suffered by a third party in an accident happened in 2005 in the
premises of the Grand Emperor Hotel when the hotel was under renovation.
The ultimate outcome of the case is not determinable at this stage. No
provision was made by the Group as the Group was of the view that the
contractor and its insurer should be responsible for paying any damages
awarded to the plaintiff.
NUMBER AND REMUNERATION OF EMPLOYEES
As at 30th September, 2007, the Group’s number of employees was 981 as
compared to 1,118 as at the end of the preceding financial year, mainly
due to the disposal of cruise and cruise-related operations in June 2007.
Total staff costs including directors’ remuneration for the Period were
approximately HK$71.6 million (2006: HK$82.7 million). All employees are under
remuneration policy of fixed monthly salary with discretionary bonus.
To provide incentives or rewards to the staff, the Company adopted a share
option scheme on 2nd September, 2002. During the Period, the Company
did not grant any option under the share option scheme and the outstanding
share options as at the end of the Period was a total of 10,000,000 share
options granted to certain directors of the Company in previous years.
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Emperor Entertainment Hotel Limited
MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
PROSPECTS
With the opening of the Grand Emperor Hotel in Macau in January 2006, the
Group has repositioned itself as a full-scale gaming conglomerate, enjoying
significant contributions from gaming and ancillary businesses.
With the Group’s experience and well-received brand name – especially in
the important mainland China market – the Grand Emperor Hotel has
managed to quickly establish a significant presence in Macau. The hotel is
well received by hotel guests as well as players in its gaming areas. It continues
to strengthen its position in the VIP gaming market in Macau. The
management expects the hotel to maintain an encouraging performance in
an increasingly competitive marketplace.
In relation to the Shanghai property development, the Group has appointed
reputable international consultants to handle leasing management and to
revise the design of the shopping arcade, with a view to improving pedestrian
flow within the complex and thus maximising its investment value.
The project, being located in an established tourist area of Shanghai, is
expected to generate stable rental revenue for the Group and enhance the
Group’s balance sheet when it is transformed into an investment property
upon scheduled completion in 2009.
Looking ahead, the Group will closely monitor the performance of all its
business segments to maximise returns for its shareholders and investors. It will
continue to look for expansion possibilities with further utilisation of the Group’s
execution strength and rich assets in the entertainment industry.
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Emperor Entertainment Hotel Limited
INTERIM DIVIDEND
The board of directors (the “Board”) of the Company declared the payment
of an interim dividend of HK$0.04 (2006: HK$0.04) per share (“Dividend”) for
the Period, amounting to approximately HK$41.3 million (2006: HK$37.2 million).
The Dividend will be paid on 25th January, 2008 (Friday) to shareholders
whose names appear on Register of Members of the Company on 11th
January, 2008 (Friday).
CLOSURE OF REGISTER OF MEMBERS
The Register of Members of the Company will be closed, for the purpose of
determining shareholders’ entitlement to the Dividend, from 10th January,
2008 (Thursday) to 11th January, 2008 (Friday) (both days inclusive), during
which period no share transfer will be effected.
In order to qualify for the Dividend, all transfers accompanied by the relevant
share certificates must be lodged with the Company’s Share Registrar in
Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s
Road East, Wanchai, Hong Kong for registration no later than 4:00 p.m. on
9th January, 2008 (Wednesday).
014
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Emperor Entertainment Hotel Limited
The Board of the Company is pleased to announce the unaudited condensed
consolidated results of the Group for the Period together with the comparative
figures for the corresponding period as set out below.
These condensed consolidated financial statements have not been audited
nor reviewed by the Company’s auditors, Deloitte Touche Tohmatsu, but
have been reviewed by the audit committee of the Company, which
comprises the three independent non-executive directors of the Company.
CONDENSED CONSOLIDATED INCOME STATEMENT
For the six months ended 30th September, 2007
Six months ended
30th September, 30th September,
2007 2006
(Unaudited) (Unaudited)
Notes HK$’000 HK$’000
Continuing operations
Revenue 2 653,422 532,106
Cost of sales (15,849) (21,406)
Direct operating expenses (96,564) (87,619)
Gross profit 541,009 423,081
Fair value change in investment
properties – 123,130
Other income 11,916 10,505
Selling and marketing expenses (267,065) (278,454)
Administrative expenses (110,782) (73,300)
Finance costs (18,823) (20,962)
Profit before taxation 156,255 184,000
Taxation 5 (18,856) (17,702)
Profit for the period from continuing
operations 3 137,399 166,298
Discontinued operation
(Loss) profit for the period from
discontinued operation 3&4 (6,507) 15,185
Profit for the period 3&6 130,892 181,483
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Emperor Entertainment Hotel Limited
CONDENSED CONSOLIDATED INCOME STATEMENT
(Continued)
For the six months ended 30th September, 2007
Six months ended
30th September, 30th September,
2007 2006
(Unaudited) (Unaudited)
Note HK$’000 HK$’000
Attributable to:
Equity holders of the Company 97,663 109,222
Minority interests 33,229 72,261
130,892 181,483
Earnings per share 7
From continuing and discontinued
operations
– basic HK$0.10 HK$0.12
– diluted HK$0.10 HK$0.12
From continuing operations
– basic HK$0.11 HK$0.10
– diluted HK$0.11 HK$0.10
016
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Emperor Entertainment Hotel Limited
CONDENSED CONSOLIDATED BALANCE SHEET
As at 30th September, 2007
As at
30th September, 31st March,
2007 2007
(Unaudited) (Audited)
Notes HK$’000 HK$’000
Non-current assets
Investment properties 622,700 681,200
Property, plant and equipment 8 925,967 986,217
Prepaid lease payments 304,780 307,640
Property under development 8 510,578 485,671
Deposits made on acquisition of
property, plant and equipment 2,847 2,288
Goodwill 9 55,126 18,301
2,421,998 2,481,317
Current assets
Inventories, at cost 3,102 4,046
Trade and other receivables 10 629,416 494,647
Prepaid lease payments 7,619 7,619
Amounts due from related companies 1,593 968
Bank balances and cash 259,204 216,442
900,934 723,722
Current liabilities
Trade and other payables 11 437,502 404,776
Amounts due to related companies 5,894 103,906
Amounts due to minority shareholders
of a subsidiary 87,711 125,720
Dividend payable 82,684 –
Taxation payable 37,241 18,130
Secured bank borrowings
– amounts due within one year 38,869 39,845
689,901 692,377
Net current assets 211,033 31,345
Total assets less current liabilities 2,633,031 2,512,662
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Emperor Entertainment Hotel Limited
CONDENSED CONSOLIDATED BALANCE SHEET (Continued)
As at 30th September, 2007
As at
30th September, 31st March,
2007 2007
(Unaudited) (Audited)
Note HK$’000 HK$’000
Non-current liabilities
Amounts due to minority shareholders
of a subsidiary 298,949 328,492
Secured bank borrowings
– amounts due after one year 193,809 213,031
Deferred taxation 73,204 73,459
565,962 614,982
Net assets 2,067,069 1,897,680
Capital and reserves
Share capital 12 103 93
Reserves 1,650,168 1,459,130
Equity attributable to equity holders
of the Company 1,650,271 1,459,223
Minority interests 416,798 438,457
Total equity 2,067,069 1,897,680
018
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Emperor Entertainment Hotel Limited
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY (UNAUDITED)
Attributable to equity holders of the Company
Capital Share
Share Share redemption Contributed option Legaal Translation Accumulated Minority Total
capital premium reserve surplus reserve reserve reserve profits Total interests equity
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At 1st April, 2006 93 – 666 1,048,335 3,964 44 15,120 159,223 1,227,445 281,648 1,509,093
Exchange difference
arising on translation
of foreign operations
recognised directly
in equity – – – – – – 5,965 – 5,965 – 5,965
Profit for the period – – – ––––109,222 109,222 72,261 181,483
Total recognised income
for the period – – – – – – 5,965 109,222 115,187 72,261 187,448
2006 final dividend
payable – – – (18,575) – – – – (18,575) – (18,575)
At 30th September, 2006 93 – 666 1,029,760 3,964 44 21,085 268,445 1,324,057 353,909 1,677,966
At 1st April, 2007 93 – 666 992,609 3,964 44 30,131 431,716 1,459,223 “438,457 1,897,680
Exchange difference
arising on translation
of foreign operations
recognised directly
in equity – – – – – – 5,286 – 5,286 – 5,286
Profit for the period – – – ––––97,663 97,663 33,229 130,892
Total recognised income
for the period – – – – – – 5,286 97,663 102,949 33,229 136,178
Issue of shares 10 170,773 – –––––170,783 – 170,783
Arising on acquisition of
additional interest
in a subsidary –––––––––(54,888) (54,888)
2007 final dividend
payable – – – (82,684) – – – – (82,684) – (82,684)
At 30th September, 2007 103 170,773 666 909,925 3,964 44 35,417 529,379 1,650,271 416,798 2,067,069
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Emperor Entertainment Hotel Limited
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
Six months ended
30th September, 30th September,
2007 2006
(Unaudited) (Unaudited)
HK$’000 HK$’000
Net cash from operating activities 90,433 131,242
Net cash from (used in) investing activities 80,921 (26,269)
Net cash used in financing activities (128,662) (76,233)
Net increase in cash and cash equivalents 42,692 28,740
Cash and cash equivalents at the
beginning of the period 216,442 163,903
Effect of foreign exchange rate changes 70 8
Cash and cash equivalents at the
end of the period
Bank balances and cash 259,204 192,651
020
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Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For the six months ended 30th September, 2007
1. BASIS OF PREPARATION AND PRINCIPAL ACCOUNTING POLICIES
The unaudited condensed consolidated financial statements have been
prepared in accordance with the Hong Kong Accounting Standard 34 “Interim
Financial Reporting” issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”) and 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”).
The unaudited condensed consolidated financial statements have been
prepared on the historical costs basis, except for certain properties and
financial instruments, which are measured at revalued amounts or fair values
as appropriate.
The accounting policies adopted for preparation of the unaudited condensed
consolidated financial statements are consistent with those followed in the
preparation of the Group’s annual financial statements for the year ended
31st March, 2007.
In the Period, the Group has applied for the first time, a new standard,
amendment and interpretations (“new HKFRSs”) issued by the HKICPA, which
are effective for the Group’s financial year beginning 1st April, 2007.
The adoption of these new HKFRSs had no material effect on the results or
financial position of the Group for the current or prior accounting periods.
Accordingly, no prior period adjustment has been recognised.
The Group has not early applied the new standards or interpretations that
have been issued but are not yet effective. The director of the Company
anticipate that the application of these standards or interpretations will have
no material impact on the results and the financial position of the Group.
Certain comparative figures have been reclassified to conform with the
Period’s presentation.
5b5`5`5g5_5b5`5`5h5P 5y5555555P 555555
21
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
2. REVENUE
An analysis of the Group’s revenue, for both continuing and discontinued
operations, is as follows:
Six months ended
30th September, 30th September,
2007 2006
(Unaudited) (Unaudited)
HK$’000 HK$’000
Continuing operations
Hotel and gaming operations
Service income from VIP rooms 360,355 288,110
Service income from mass market 110,469 94,340
Service income from slot machine hall 22,667 18,162
Hotel room rental income 39,090 34,733
Marketing and promotion income 52,001 42,825
Food and beverage sales 33,259 29,552
Rental income from investment properties 28,647 19,306
Others 6,934 5,078
653,422 532,106
Discontinued operation (Note 4)
Cruise and cruise-related operations
Rental income from gaming hall 15,092 60,000
Food and beverage sales 240 494
Room rental income 72 134
Others 892 555
16,296 61,183
669,718 593,289
022
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22
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
3. SEGMENT INFORMATION
In accordance with the Group’s internal financial reporting, the Group has
determined business segments to be presented as the primary reporting
format. An analysis of the Group’s business segmental information is as follows:
Discontinued
Continuing operations operation
Hotel and Property Unallocated Cruise and
gaming sales and corporate cruise-related
operations development items Total operations Consolidated
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
For the six months ended
30th September, 2007
REVENUE 653,422 – – 653,422 16,296 669,718
RESULTS
Segment results 178,432 (2,904) (4,944) 171,394 (7,652) 163,742
Interest income 3,305 14 365 3,684 – 3,684
Finance costs (17,153) – (1,670) (18,823) – (18,823)
Profit (loss) before taxation 156,255 (7,652) 148,603
Taxation (18,856) – (18,856)
Gain on disposal of
discontinued operation – 1,145 1,145
Profit (loss) for the period 137,399 (6,507) 130,892
5b5`5`5g5_5b5`5`5h5P 5y5555555P 555555
23
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
3. SEGMENT INFORMATION (Continued)
Discontinued
Continuing operations operation
Hotel and Property Unallocated Cruise and
gaming sales and corporate cruise-related
operations development items Total operations Consolidated
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
For the six months ended
30th September, 2006
REVENUE 532,106 – – 532,106 61,183 593,289
RESULTS
Segment results 210,050 (1,828) (4,876) 203,346 15,185 218,531
Interest income 1,587 1 28 1,616 – 1,616
Finance costs (12,107) – (8,855) (20,962) – (20,962)
Profit before taxation 184,000 15,185 199,185
Taxation (17,702) – (17,702)
Profit for the period 166,298 15,185 181,483
024
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24
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
4. DISPOSAL OF SUBSIDIARIES
Discontinuted operation
On 7th May, 2007, the Group entered into an agreement to dispose of the
Quick Treasure Group which carried out the Group’s cruise and cruise-related
operations to a third party. The disposal was completed on 29th June, 2007,
on which date control of the Quick Treasure Group was passed to the third
party and the Group discontinued its cruise and cruise-related operations.
The (loss) profit for the period from discontinued operation is analysed as
follows:
Six months ended
30th September, 30th September,
2007 2006
(Unaudited) (Unaudited)
HK$’000 HK$’000
(Loss) profit of cruise and
cruise-related operations (7,652) 15,185
Gain on disposal of cruise and
cruise-related operations 1,145 –
(6,507) 15,185
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25
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
4. DISPOSAL OF SUBSIDIARIES (Continued)
Discontinuted operation (Continued)
The results of discontinued operation for the period up to the date of disposal
and the prior interim reporting period were as follows:
Six months
Period ended ended
29th June, 30th September,
2007 2006
(Unaudited) (Unaudited)
HK$’000 HK$’000
Revenue 16,296 61,183
Cost of sales (1,304) (1,852)
Direct operating expenses (13,353) (26,925)
Selling and marketing expenses (1,467) (1,087)
Administrative expenses (7,824) (16,134)
(Loss) profit for the period (7,652) 15,185
026
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26
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
4. DISPOSAL OF SUBSIDIARIES (Continued)
Discontinuted operation (Continued)
The net assets of the Quick Treasure Group as at the date of disposal and as
at 31st March, 2007 were as follows:
As at
29th June, 31st March,
2007 2007
(Unaudited) (Audited)
HK$’000 HK$’000
Property, plant and equipment 127,788 129,405
Inventories 1,784 1,728
Trade and other receivables 1,213 1,890
Amount due from immediate holding
company – 202
Amount due from a related company 3,645 966
Bank balances and cash 2,054 1,895
Trade and other payables (8,600) (7,440)
Amount due to immediate holding
company (55,713) –
Amount due to ultimate holding
company – (48,823)
Net assets 72,171 79,823
Assignment of intercompany indebtedness 55,713
Gain on disposal 1,145
Total consideration, satisfied by cash 129,029
Analysis of net inflow of cash and cash
equivalents in connection with
the disposal:
Cash consideration 129,029
Bank balances and cash disposed of (2,054)
126,975
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27
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
4. DISPOSAL OF SUBSIDIARIES (Continued)
Discontinuted operation (Continued)
The discontinued operation spent approximately HK$6,816,000 (2006:
generated HK$32,597,000) in respect of the Group’s operating activities, paid
approximately HK$117,000 (2006: HK$626,000) in respect of investing activities
and generated approximately HK$7,092,000 (2006: paid HK$33,468,000) in
respect of financing activities.
5. TAXATION
Six months ended
30th September, 30th September,
2007 2006
(Unaudited) (Unaudited)
HK$’000 HK$’000
Continuing operations
The charge comprises:
Macau Complimentary Income Tax
– current period (19,111) (4,625)
– overprovision in prior year – 2,605
Deferred taxation 255 (15,682)
(18,856) (17,702)
The Macau Complimentary Income Tax is calculated progressively at a
maximum of 12% of the estimate assessable profits for both periods.
No provision for Hong Kong Profits Tax has been made as there were no
estimated assessable profits for both periods.
028
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28
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
6. PROFIT FOR THE PERIOD
Six months ended 30th September,
2007 2006
Continuing Discontinued Continuing Discontinued
operations operation Total operations operation Total
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Profit for the period has
been arrived at after
charging:
Allowance for bad and
doubtful debts 16,847 – 16,847 1,900 – 1,900
Depreciation of property,
plant and equipment 33,133 1,724 34,857 33,229 3,247 36,476
Operating lease rental in
respect of rented
premises 2,117 105 2,222 1,724 209 1,933
Release of prepaid lease
payments 3,232 – 3,232 3,232 – 3,232
and after crediting:
Interest income from bank
deposits 3,684 – 3,684 1,616 – 1,616
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29
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
7. EARNINGS PER SHARE
From continuing and discontinued operations
The calculations of the basic and diluted earnings per share are based on
the following data:
Six months ended
30th September, 30th September,
2007 2006
(Unaudited) (Unaudited)
HK$’000 HK$’000
Earnings:
Earnings attributable to the equity
holders of the Company for the
purpose of calculating basic and
diluted earnings per share 97,663 109,222
030
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30
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
7. EARNINGS PER SHARE (Continued)
From continuing and discontinued operations (Continued)
As at
30th September, 30th September,
2007 2006
(Unaudited) (Unaudited)
Number of shares:
Weighted average number of shares
for the purpose of calculating basic
earnings per share 952,246,126 928,771,980
Effect of dilutive potential shares
– share options (Note) – –
Weighted average number of shares
for the purpose of calculating diluted
earnings per share 952,246,126 928,771,980
Note: No effect of dilutive potential shares in respect of the share options is
resulted as the exercise price of the Company’s share options was
higher than the average market price of the shares during both periods.
5b5`5`5g5_5b5`5`5h5P 5y5555555P 555555
31
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
7. EARNINGS PER SHARE (Continued)
From continuing operations
The calculations of the basic and diluted earnings per share from continuing
operations are based on the following data:
Six months ended
30th September, 30th September,
2007 2006
(Unaudited) (Unaudited)
HK$’000 HK$’000
Earnings:
Earnings attributable to the equity
holders of the Company 97,663 109,222
Less: (Loss) earnings for the period
from discontinued operation (6,507) 15,185
Earnings for the purposes of calculating
basic and diluted earnings per share
from continuing operations 104,170 94,037
The denominators used are the same as those detailed above for both basic
and diluted earnings per share.
From discontinued operation
Basic and diluted loss per share for discontinued operation are HK$0.01 per
share (2006: earnings per share of HK$0.02) and HK$0.01 per share (2006:
earnings per share of HK$0.02) respectively, based on the loss for the period
from the discontinued operation of approximately HK$6,507,000 (2006: profit
of HK$15,185,000). The denominators used are the same as those detailed
above for both basic and diluted earnings per share.
032
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32
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
8. MOVEMENTS OF PROPERTY, PLANT AND EQUIPMENT AND PROPERTY UNDER
DEVELOPMENT
An analysis of movements of the assets of the Group is as follows:
Property, Property
plant and under
equipment development
(Unaudited) (Unaudited)
HK$’000 HK$’000
CARRYING AMOUNT
At 1st April, 2007 986,217 485,671
Currency realignment 7 10,206
Transfer from investment properties 58,500 –
Transfer from deposits made on acquisition
of property, plant and equipment 2,288 –
Additions 41,613 14,110
Disposals (13) –
Eliminated upon disposal of subsidiaries (127,788) –
Depreciation (34,857) –
Release of prepaid lease payments
capitalised – 591
At 30th September, 2007 925,967 510,578
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33
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
9. GOODWILL
(Unaudited)
HK$’000
COST
At 1st April, 2007 18,301
Arising on acquisition of additional interest in
a subsidiary (Note) 36,825
At 30th September, 2007 55,126
Note: The amount arose as a result of the Acquisition at a consideration of
approximately HK$171,700,000 on 20th August, 2007. Nova Strategic is
an investment holding company of the Group’s hotel and gaming
operations.
034
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34
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
10. TRADE AND OTHER RECEIVABLES
The Group allows credit periods of up to 60 days to its trade customers. An
aged analysis of the Group’s trade receivables as at the balance sheet
date is set out below:
As at
30th September, 31st March,
2007 2007
(Unaudited) (Audited)
HK$’000 HK$’000
0 – 30 days 274,320 318,640
31 – 60 days 72,558 36,048
61 – 90 days 39,885 931
91 - 180 days 19,535 3,619
Over 180 days – 12
406,298 359,250
Chips on hand 176,553 108,292
Other receivables 46,565 27,105
629,416 494,647
Chips on hand represent chips issued by a gaming concessionaire in Macau.
The directors of the Company consider that the carrying amount of trade
and other receivables approximates its fair value.
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35
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
11. TRADE AND OTHER PAYABLES
An aged analysis of the Group’s trade payables as at the balance sheet
date is set out below:
As at
30th September, 31st March,
2007 2007
(Unaudited) (Audited)
HK$’000 HK$’000
0 – 30 days 50,181 59,762
31 – 60 days 2,774 1,172
61 – 90 days 1 178
91 – 180 days – 67
Over 180 days 80 –
53,036 61,179
Short-term advances 45,000 45,000
Construction payables 154,328 173,677
Other payables 185,138 124,920
437,502 404,776
Short-term advances are unsecured, interest-free and repayable on demand.
The directors of the Company consider that the carrying amount of trade
and other payables approximates its fair value.
036
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36
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
12. SHARE CAPITAL
Number of
shares Amount
(Unaudited) (Unaudited)
HK$’000
Issued and fully paid:
Ordinary shares of HK$0.0001 each
at 1st April, 2007 928,771,980 93
Issued in consideration for the
Acquisition (Note) 104,774,846 10
Ordinary shares of HK$0.0001 each
at 30th September, 2007 1,033,546,826 103
Note: On 20th August, 2007, the Company allotted and issued 104,774,846
shares of the Company at an issue price of HK$1.63 per share to
World Million as part of the consideration of the Acquisition.
5b5`5`5g5_5b5`5`5h5P 5y5555555P 555555
37
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
13. COMMITMENTS
As at
30th September, 31st March,
2007 2007
(Unaudited) (Audited)
HK$’000 HK$’000
Authorised but not contracted for
in respect of:
– property development projects 2,264 2,326
Contracted for but not provided in the
consolidated financial statements,
net of deposits paid, in respect of:
– property development projects 378,169 386,055
– property, plant and equipment 4,174 –
382,343 386,055
384,607 388,381
038
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38
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
14. CONTINGENT LIABILITIES
(a) In October 2006, the Group commenced legal proceedings in the PRC
against the JV Partner in Shanghai, for termination of the JV Agreement
in respect of the Project as a result of the JV Partner’s failure to settle
the outstanding payment and construction costs in accordance with
the terms of the JV Agreement. The Group also claimed against the JV
Partner for forfeiture of the JV Partner’s contribution to the Project and
further contribution by the JV Partner of outstanding payment and
construction costs totaling RMB83,620,000 (equivalent to approximately
HK$86,354,000). The JV Partner contested the proceedings and
counterclaimed against the Group for RMB100,000,000 (equivalent to
approximately HK$103,270,000) as damages for breach of the JV
Agreement. The PRC lawyers representing the Group were of the view
that the Group had prospects of successful termination of the JV
Agreement and defending against the counterclaim of the JV Partner.
Therefore, no provision was made by the Group.
(b) In January 2007, the Group was sued jointly with its contractor for
approximately MOP3,453,000 (equivalent to approximately HK$3,352,000)
for injuries suffered by a third party in an accident happened in 2005 in
the premises of the Grand Emperor Hotel when the hotel was under
renovation. The ultimate outcome of the case is not determinable at
this stage. No provision was made by the Group as the Group was of
the view that the contractor and its insurer should be responsible for
paying any damages awarded to the plaintiff.
5b5`5`5g5_5b5`5`5h5P 5y5555555P 555555
39
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
15. PLEDGE OF ASSETS
Certain assets of the Group were pledged to a bank as a security for a
banking facility granted to the Group. The carrying values of these assets as
at the balance sheet date were as follows:
As at
30th September, 31st March,
2007 2007
(Unaudited) (Audited)
HK$’000 HK$’000
Hotel property 593,475 542,161
Investment properties 622,700 681,200
Prepaid lease payments 268,816 272,048
1,484,991 1,495,409
040
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40
Emperor Entertainment Hotel Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For the six months ended 30th September, 2007
16. RELATED PARTY TRANSACTIONS
During the period, the Group had the following significant transactions with
related parties:
Six months ended
30th September, 30th September,
2007 2006
(Unaudited) (Unaudited)
HK$’000 HK$’000
Advertising expenses to related
companies 212 259
Commission to Dr. Yeung Sau Shing,
Albert (“Dr. Albert Yeung”),
a deemed substantial shareholder
of the Company, in the capacity of
a patron of the Group’s VIP rooms 214 476
Interest expense to a related
company 1,670 1,348
Performance related incentive
payment to a director 1,224 1,552
Rental income from related
companies 16,343 61,186
Sharing of administrative expenses
with a related company 6,183 7,670
Note: Certain directors, key management personnel and a deemed
substantial shareholder of the Company have significant influence or
are deemed to have significant influence in the above related
companies.
5b5`5`5g5_5b5`5`5h5P 5y5555555P 555555
41
Emperor Entertainment Hotel Limited
DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND
SHORT POSITIONS IN SECURITIES
As at 30th September, 2007, the interests and short positions of the directors
and chief executives of the Company and their associates in the shares,
underlying shares and debentures of the Company or its associated
corporations as recorded in the register maintained by the Company pursuant
to Section 352 of the Securities and Futures Ordinance (“SFO”) or as otherwise
notified to the Company and 0001 each of the Company
Capacity/ Number of Approximate
Nature issued ordinary percentage
Name of director of interests shares held holding
Ms. Luk Siu Man, Semon Family 428,166,401 41.43%
(“Ms. Semon Luk”)
(Note 1)
042
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42
Emperor Entertainment Hotel Limited
DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND
SHORT POSITIONS IN SECURITIES (Continued)
Long position interests in the Company (Continued)
(ii) Share options
Number of
Number of underlying
Name of director Capacity options shares
Mr. Wong Chi Fai Beneficial owner 5,000,000 5,000,000
(Note 2)
Ms. Fan Man Seung, Beneficial owner 5,000,000 5,000,000
Vanessa (Note 2)
Notes:
1. Worthly Strong Investment Limited (“Worthly Strong”) and World Million,
both were the indirect wholly-owned subsidiaries of Emperor International
Holdings Limited (“EIHL”), were the registered shareholders of 323,391,555
shares and 104,774,846 shares of the Company respectively. EIHL was a
company with its shares listed in Hong Kong; Charron Holdings Limited
(“Charron”) and Lion Empire Investments Limited (“Lion Empire”) were
the registered shareholders of 823,123,411 shares and 79,433,953 shares
of EIHL respectively as at 30th September, 2007. The entire issued share
capital of Charron was beneficially owned by The A&A Unit Trust. The
entire issued share capital of Lion Empire was beneficially owned by
The A&S Unit Trust. Both The A&A Unit Trust and The A&S Unit Trust were
under The Albert Yeung Discretionary Trust (“AY Trust”), a discretionary
trust set up by Dr. Albert Yeung. Dr. Albert Yeung, as founder of the AY
Trust, was deemed to be interested in the 323,391,555 shares held by
Worthly Strong and 104,774,846 shares held by World Million. By virtue of
the aforesaid interests of Dr. Albert Yeung, Ms. Semon Luk (spouse of Dr.
Albert Yeung and director of the Company) was also deemed to be
interested in the above shares held by Worthly Strong and World Million.
5b5`5`5g5_5b5`5`5h5P 5y5555555P 555555
43
Emperor Entertainment Hotel Limited
DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND
SHORT POSITIONS IN SECURITIES (Continued)
Long position interests in the Company (Continued)
Notes: (Continued)
2. The share options were granted to directors under the share option
scheme of the Company.
Save as disclosed above, as at 30th September, 2007, none of the directors,
chief executives of the Company nor their associates had any interests or
short positions in any shares, underlying shares and debentures of the
Company or any of its associated corporations.
SHARE OPTIONS
The Company adopted a share option scheme (“Scheme”) on 2nd
September, 2002 (the “Adoption Date”) to provide incentives or rewards to
participants including the directors and eligible employees of the Group.
Under the Scheme, the directors of the Company are authorised, at any
time within ten years after the Adoption Date, to grant options to any
participant to subscribe for shares in the Company at a price not less than
the highest of (i) the closing price of the Company’s shares on the date of
grant; (ii) the average closing prices of the Company’s shares for the five
trading days immediately preceding the date of grant; and (iii) the nominal
value of the Company’s share. A nominal consideration of HK$1 is payable
on acceptance of the grant of options.
On 11th August, 2005, a total of 10,000,000 share options were granted to
two directors of the Company at an exercise price of HK$2.2 under the terms
of the Scheme. The options were vested immediately at the date of grant.
044
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44
Emperor Entertainment Hotel Limited
SHARE OPTIONS (Continued)
Details of movements in the number of share options are set out below:
Number of
options
Exercise outstanding as at
price of the 1st April, 2007 and
Name of grantee Date of grant Exercise period share options 30th September, 2007
Mr. Wong Chi Fai 11th August, 2005 11th August, 2005 to HK$2.2 5,000,000
10th August, 2015
Ms. Fan Man Seung, 11th August, 2005 11th August, 2005 to HK$2.2 5,000,000
Vanessa 10th August, 2015
Save as disclosed herein, no options were granted, lapsed, exercised or
cancelled under the Scheme.
Save as disclosed above, at no time during the Period was the Company or
any of its subsidiaries a party to any arrangements to enable any director or
chief executive of the Company or their spouse or children under 18 years of
age to acquire benefits by means of the acquisition of shares in, or debentures
of, the Company or any other body corporates.
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45
Emperor Entertainment Hotel Limited
INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL
SHAREHOLDERS
As at 30th September, 2007, so far as is known to any director or chief
executive of the Company, the following persons or corporations (other than
a director or chief executive of the Company) who had interests and short
positions in the shares or underlying shares of the Company as recorded in
the register required to be kept under Section 336 of the SFO or as otherwise
notified to the Company were as follows:
Long positions in ordinary shares of HK$0.0001 each of the Company
Number of
issued ordinary
shares interested Approximate
Capacity/ in or deemed percentage
Name of shareholder Nature of interests to be interested holding
EIHL (Note) Interest in a controlled 428,166,401 41.43%
corporation
Charron (Note) Interest in a controlled 428,166,401 41.43%
corporation
Lion Empire (Note) Interest in a controlled 428,166,401 41.43%
corporation
Jumbo Wealth Limited (Note) Trustee 428,166,401 41.43%
Perpetual Wealth Investments Trustee 428,166,401 41.43%
Limited (Note)
GZ Trust Corporation Trustee 428,166,401 41.43%
(“GZ Trust”) (Note)
Dr. Albert Yeung (Note) Founder of the Trust 428,166,401 41.43%
OZ Management, L.P. Investment manager 76,227,257 7.38%
Julius Baer Investment Investment manager 78,423,817 7.59%
Management L.L.C.
Penta Investment Investment manager 67,160,000 6.50%
Advisers Limited
John Zwaanstra Interest in a controlled 67,160,000 6.50%
corporation
046
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46
Emperor Entertainment Hotel Limited
INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL
SHAREHOLDERS (Continued)
Long positions in ordinary shares of HK$0.0001 each of the Company
(Continued)
Note: Worthly Strong and World Million, both were the indirect wholly-owned
subsidiaries of EIHL, were the registered shareholders of 323,391,555 shares
and 104,774,846 shares of the Company respectively. EIHL was a company
with its shares listed in Hong Kong; Charron and Lion Empire were the
registered shareholders of 823,123,411 shares and 79,433,953 shares of EIHL
respectively as at 30th September, 2007. The entire issued share capital of
Charron was beneficially owned by The A&A Unit Trust, the trustee of which
was Jumbo Wealth Limited. The entire issued share capital of Lion Empire
was beneficially owned by The A&S Unit Trust, the trustee of which was
Perpetual Wealth Investments Limited. Both The A&A Unit Trust and The
A&S Unit Trust were under the AY Trust (the trustee of which was GZ Trust),
a discretionary trust set up by Dr. Albert Yeung. Dr. Albert Yeung, as founder
of the AY Trust, was deemed to be interested in the 323,391,555 shares
held by Worthly Strong and 104,774,846 shares held by World Million. The
above shares were the same shares as those set out in “Directors’ and
Chief Executives’ Interests and Short Positions in Securities” above.
Save as disclosed above, as at 30th September, 2007, the directors of the
Company were not aware of any person or corporation (other than the
directors and chief executives of the Company) who had any interests or
short positions in shares or underlying shares of the Company as recorded in
the register required to be kept under Section 336 of the SFO or as otherwise
notified to the Company.
CORPORATE GOVERNANCE
The Company had complied throughout the Period with the Code on
Corporate Governance Practice as set out in Appendix 14 of the Listing
Rules, except that the non-executive directors of the Company were not
appointed for specific terms, however, they are subject to retirement and re-
election at each annual general meeting in accordance with the Bye-laws
of the Company.
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47
Emperor Entertainment Hotel Limited
MODEL CODE FOR SECURITIES
The Company had adopted the Model Code contained in Appendix 10 to
the Listing Rules as its codes of conduct regarding securities transactions by
directors and relevant employees. Having made specific enquiry to all the
directors of the Company, all the directors confirmed that they have complied
with the Model Code.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S
LISTED SECURITIES
During the Period, neither the Company nor any of its subsidiaries purchased,
sold or redeemed any of the Company’s listed securities.
By Order of the Board
Emperor Entertainment Hotel Limited
Luk Siu Man, Semon
Chairperson
Hong Kong, 18th December, 2007
As at the date hereof, the Board of the Company comprises 1. Chairperson:
Ms. Luk Siu Man, Semon, 2. Executive Directors: Mr. Wong Chi Fai, Ms. Fan
Man Seung, Vanessa and Ms. Mok Fung Lin, Ivy 3. Independent Non-executive
Directors: Ms. Chan Sim Ling, Irene (Chairperson of the audit committee), Ms.
Chan Wiling, Yvonne and Ms. Wan Choi Ha.
