2022 Interim Report | EN
English Version.
Stock Code: 01972 Interim Report 2022 www.swireproperties.com
CONTENTS 2 Company Profile 8 Financial Highlights 9 Chairman’s Statement 12 Chief Executive’s Statement 16 Review of Operations 43 Financing 49 Report on Review of Condensed Interim Financial Statements 50 Condensed Interim Financial Statements 55 Notes to the Condensed Interim Financial Statements 73 Supplementary Information 75 Glossary 76 Financial Calendar and Information for Investors
COMPANY PROFILE Swire Properties Limited (the “Company”) is a leading developer, owner and operator of mixed-use, principally commercial, properties in Hong Kong and the Chinese Mainland, with a record of creating long-term value by transforming urban areas. Our business comprises three elements: property investment, property trading and hotel investment. Founded in Hong Kong in 1972, the Company is listed on The Stock Exchange of Hong Kong Limited and, with its subsidiaries, employs around 5,000 people. The Company’s shopping malls are home to more than 2,200 retail outlets. Its offices house a working population estimated to exceed 75,000. Our investment portfolio in Hong Kong comprises Taikoo Place, Pacific Place and Cityplaza. In the Chinese Mainland, the Company has six major commercial projects in operation in Beijing, Guangzhou, Chengdu and Shanghai. The Company has interests in the luxury and high quality residential markets in Hong Kong, Indonesia and Vietnam. There are also land banks in Miami, U.S.A. Swire Hotels develops and manages hotels in Hong Kong, the Chinese Mainland and the U.S.A. 2 Swire Properties Limited Interim Report 2022
CREATIVE TRANSFORMATION Captures what we do and how we do it. It underlines the creative mindset and long-term approach that enables us to seek out new perspectives, and original thinking that goes beyond the conventional. It also encapsulates our ability to unlock the potential of places and create vibrant destinations that can engender further growth and create sustainable value for our stakeholders. 4 Swire Properties Limited Interim Report 2022
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“Our vision is to be the leading sustainable development performer in our industry globally by 2030.” – GUY BRADLEY, CHAIRMAN
2022 HIGHLIGHT ACHIEVEMENTS Won Pioneer Award 36 office tenants committed in Green Building to the Green Performance Leadership Category Pledge in ten months (Facilities Management) from its launch, covering Two Taikoo Place won over 1.8 million sq ft of Grand Award in New occupied lettable floor Building Category (Projects area across the Company’s Under Construction and/or Hong Kong office portfolio Design – Commercial) Launched a pioneering circular office furniture solution for Taikoo Place and Pacific Place tenants, a Hong Kong-and-industry first Taikoo Li Sanlitun achieved Platinum under 60 F&B tenants participated LEED Operations and in the Green Kitchen Initiative Maintenance Version 4.1 Taikoo Hui, Guangzhou Secured three more achieved Platinum under sustainability-linked LEED Operations and loan facilities, totalling Maintenance Version 4 HK$3.5 billion Approximately 45% of Once again recognised current bond and loan as Hong Kong’s Most facilities sourced from Attractive Employer at the green financing Randstad Employer Brand Awards 2022 7
FINANCIAL HIGHLIGHTS Six months ended 30th June 2022 2021 Note HK$M HK$M Change Results Revenue 6,698 9,068 -26% Profit attributable to the Company’s shareholders Underlying (a), (b) 4,140 4,513 -8% Recurring underlying (b) 3,643 3,716 -2% Reported 4,319 1,984 +118% Cash generated from operations 3,933 6,673 -41% Net cash (outflow)/inflow before financing (1,939) 1,231 n.a. HK$ HK$ Earnings per share Underlying (c), (d) 0.71 0.77 -8% Recurring underlying (c), (d) 0.62 0.64 -2% Reported (c), (d) 0.74 0.34 +118% Dividend per share First interim 0.32 0.31 +3% 30th June 31st December 2022 2021 HK$M HK$M Change Financial Position Total equity (including non-controlling interests) 293,236 294,158 0% Net debt 15,499 10,334 +50% Gearing ratio (a) 5.3% 3.5% +1.8%pt. HK$ HK$ Equity attributable to the Company’s shareholders per share (a) 49.61 49.94 -1% Notes: (a) Refer to glossary on page 75 for definition. (b) A reconciliation between reported profit and underlying profit attributable to the Company’s shareholders is provided on page 17. (c) Refer to note 11 in the financial statements for the weighted average number of shares. (d) The percentage change is the same as the corresponding percentage change in profit attributable to the Company’s shareholders. Six months ended 30th June 2022 2021 HK$M HK$M Underlying profit/(losses) by segment Property investment 3,843 3,908 Property trading (22) (28) Hotels (178) (164) Recurring underlying profit 3,643 3,716 Divestment 497 797 4,140 4,513 8 Swire Properties Limited Interim Report 2022
CHAIRMAN’S STATEMENT Dear shareholders, Underlying profit attributable to shareholders decreased by HK$373 million from HK$4,513 million in the first half The first six months of 2022 were challenging, with the of 2021 to HK$4,140 million in the first half of 2022, continuing impact of COVID-19 on our business. However, primarily due to the reduction in profit from the sale of 2022 is also proving to be a year of exciting expansion car parking spaces at the Taikoo Shing residential for Swire Properties. We have focused on realising development in Hong Kong. opportunities from the HK$100 billion investment plan which we announced in March. We declared a first interim dividend for 2022 of HK$0.32 per share. This represents an increase of 3% from the first 2022 is a significant year, as we celebrate our 50th interim dividend paid in 2021. The first interim dividend anniversary under the banner of “ORIGINAL. ALWAYS.”. for 2022 will be paid on Thursday, 6th October 2022 to This year is a celebration of our people, our commitment shareholders registered at the close of business on the to creativity, the communities which we serve and the record date, being Friday, 9th September 2022. Shares of places which we have helped to transform. the Company will be traded ex-dividend from Reflecting on our history, to the period when Swire first Wednesday, 7th September 2022. set down roots in Quarry Bay with the Taikoo Dockyard Our policy is to deliver sustainable growth in dividends and the Taikoo Sugar Refinery, it gives me great pride to and to pay out approximately half of our underlying profit see how far we have come in establishing Taikoo Place as in ordinary dividends over time. a global business district. And our vision continues. Our investment pipeline represents an ambitious growth plan for Swire Properties in Hong Kong, the Chinese Mainland Strategic Placemaking Masterplan and South East Asia. We have allocated HK$30 billion of our HK$100 billion This year we also celebrated the 25th anniversary of the investment fund to Hong Kong, specifically to continue to establishment of the Hong Kong Special Administrative build out our investments in Taikoo Place and Pacific Region. Hong Kong is our home city, and we remain fully Place. I am pleased to report that we continue to make committed to supporting the city in maintaining its global good progress with the redevelopment of Taikoo Place, competitiveness. With the expansion of our business and with our newest Grade A office tower, Two Taikoo Place, planned future investments, we are keen to play our part set to be completed later this year. in reinforcing Hong Kong’s status as an international financial centre. Whilst the overall office market has remained soft due to the effects of COVID-19, there has been a trend for prospective tenants to upgrade their premises and Profits and Sustained prioritise sustainability and wellness. Taikoo Place, Dividend Growth particularly with the two newest office towers, One Taikoo Place and Two Taikoo Place, is well-positioned to Our reported profit attributable to shareholders in the benefit from this flight-to-quality. Our focus on designing first half of 2022 was HK$4,319 million, compared with advanced, flexible spaces integrated with top-tier HK$1,984 million in the first half of 2021. amenities and green features has put Taikoo Place firmly on the map as a premium business address. 9
CHAIRMAN’S STATEMENT To that end, we remain committed to building on our of the few residential sites on Hong Kong Island to be investment in Taikoo Place. While the current phase of included in the HKSAR Government’s land sale the HK$15 billion Taikoo Place redevelopment is at its programme this year. final stage, the acquisition of the Zung Fu Industrial Building and the submission of compulsory sale In South East Asia, we broke ground on our Savyavasa applications for a number of buildings in Quarry Bay development in Jakarta earlier this year. We are also have put us in a favourable position to continue our making good progress on our two minority investments, placemaking strategy and to strengthen Taikoo Place’s The River and Empire City, in Ho Chi Minh City. With position as a global business district. HK$20 billion allocated for strategic investments, including residential trading, we remain opportunistic Our office portfolio in Hong Kong continues to and keen to leverage our premium residential brand in demonstrate its resilience. In accordance with our Hong Kong and South East Asia. We are looking to build masterplan for Pacific Place, we intend to expand the a presence in four core cities in South East Asia – portfolio over the next few years, leveraging Admiralty’s Singapore, Bangkok, Jakarta and Ho Chi Minh City, all growing connectivity and importance as a major of which feature a middle-class looking for higher-end transportation hub. We are making good progress on our residential properties. We have teams on the ground new Grade A office tower opposite Three Pacific Place, who are looking for the right partners and prime sites and will add approximately 218,000 square feet of for future investment and development. additional office space to our wider Pacific Place portfolio. Whilst our hotel business is still being adversely affected by COVID-19, we are making good progress on the Whilst there was a recovery in the Hong Kong’s retail expansion of our hotel management business within market in late 2021, this was halted by the fifth COVID-19 non-owned developments in new cities. We have plans wave in January 2022. However, we continued to for two new, third party owned hotels under The House maintain almost full occupancy in our malls, and the Collective brand in Shenzhen and Tokyo. market has been showing signs of recovery, boosted by the HKSAR Government’s consumption voucher scheme and the release of pent-up local demand. We will Future Growth in the continue to invest in our malls and launch innovative Chinese Mainland initiatives to keep up the positive momentum. The residential market in Hong Kong has remained The first six months of 2022 have been challenging for stable, with resilient demand. Our latest project, EIGHT some of our developments in the Chinese Mainland, STAR STREET, has been achieving satisfactory pre-sales, amidst tightened restrictions due to the resurgence of and we have embarked on an ambitious pipeline of new COVID-19. Despite this, we recorded an increase in rental developments to be completed over the next four years. income for the first half of 2022, reflecting contributions We were also pleased to win the tender for a residential from the newly opened Taikoo Li Sanlitun West and site at 269 Queen’s Road East in Wan Chai recently, one Taikoo Li Qiantan, as well as strong local demand and retail sales earlier in the year. 10 Swire Properties Limited Interim Report 2022
Thanks to our established Taikoo Hui and Taikoo Li Our success story in the Chinese Mainland has rested in brands, our rate of growth in the Chinese Mainland has large part on the trust we have built up with our local been exciting, with six projects now in operation and government partners and the communities in which we our seventh mixed-use development, Taikoo Li Xi’an, operate. Swire Properties’ brand continues to grow in the announced earlier this year. We have allocated 50% of region, as we demonstrate a strong track record of our HK$100 billion investment fund to investment in the delivering exceptional projects and transforming places Chinese Mainland over the next 10 years. which are a source of local pride in their home cities. We are very excited to be bringing a Taikoo Li development to the ancient city of Xi’an. This marks Conclusion our first investment in the city, and the large-scale project is in a very rare location adjacent to a UNESCO Despite the continued challenges posed by COVID-19, World Heritage Site. Securing this investment speaks we are bullish about our outlook over the medium to volumes for the trust we have built up in the Chinese long-term. Inevitably COVID-19 will continue to affect Mainland in a very short time, and local respect for the our business, but this is a short-term issue which we are Swire Properties brand. well able to withstand, thanks to a healthy balance sheet and strong fundamentals. Looking at the broader region, a key focus for our future investment is the Greater Bay Area, given its As we look to the future, we will continue to use our rapid pace of growth and its strategic importance to HK$100 billion investment fund to reinforce our core Hong Kong. Last year, we announced our plans to assets and pursue new investment opportunities. It develop a potential commercial project in the Julong remains our goal to deliver mid-single-digit annual Bay Area of Guangzhou, in a stunning natural location dividend growth. on the riverfront. More recently, we announced a new, luxury (third party owned) hotel in Shenzhen Bay which This is an exciting time for our business, and I would like will be managed by Swire Hotels. This will be our fifth to thank our shareholders, tenants, business partners and House under the award-winning House Collective brand. the communities in which we operate for your ongoing support. Most of all, I wish to thank the team at Swire Last year, we formed a joint venture with Shanghai Properties for their passion and commitment to our long- Jing’an Real Estate group, the owner of Zhangyuan, term vision and growth. The Company’s five decades of to revitalise the historic shikumen compound in success are a testament to their creativity and hard work. Shanghai, which is close to HKRI Taikoo Hui. Despite the resurgence of COVID-19 in Shanghai, we have been actively pushing ahead with the project, and we target to launch the first phase of Zhangyuan in the fourth quarter of 2022. In Beijing, we are making headway on INDIGO Phase Two, which is part of our masterplan to transform INDIGO into one of the best Guy Bradley performing office locations in the capital. Chairman Hong Kong, 11th August 2022 11
CHIEF EXECUTIVE’S STATEMENT Dear shareholders, Recurring underlying profit from property investment decreased slightly in the first half of 2022. This mainly We continue to operate in a difficult environment, reflected lower retail rental income from Hong Kong and with significant challenges posed by COVID-19 in the higher operating costs, partly offset by higher retail rental first half of 2022. However, our business remained income from the Chinese Mainland. resilient, and we recorded a solid performance from our investment portfolio in Hong Kong and the In Hong Kong, a weaker office market reflected subdued Chinese Mainland. demand and a decline in business activity, particularly during the fifth COVID-19 wave in the first quarter of 2022. Despite short-term setbacks, the Company remains However, leasing activity has recovered with the gradual on a sound financial footing. Our asset management easing of COVID-19 restrictions. Positive reversions were strategy over the last five years has strengthened our achieved at some of our Taikoo Place properties, and our balance sheet, and with our HK$100 billion investment overall office portfolio remained resilient, with high plan, we are actively managing a pipeline of new occupancy. projects in our core markets, which we intend to implement over a 10-year period. During the first quarter of 2022, Hong Kong’s retail market was severely disrupted by COVID-19 related 2022 is a landmark year for Swire Properties, as we social distancing measures including dining restrictions celebrate 50 years of transformative placemaking and and mandatory closures of certain outlets and premises. investment. As a homegrown Hong Kong company, we Tenants’ sales and footfall at our malls decreased are proud to celebrate this milestone in the same year significantly during this period. However, we began to that Hong Kong marks the 25th anniversary of its return see some recovery starting from mid-April, following the to China. gradual relaxation of restrictions and the introduction of Looking ahead, we remain fully committed to scaling up the HKSAR Government’s consumption voucher scheme. our investment in Hong Kong and the Chinese In the Chinese Mainland, retail sales began the year Mainland, as well as in South East Asia. Our leadership in strongly. However, our malls were affected to varying sustainable development and the digital transformation degrees by the resurgence of COVID-19 cases and related of our business also remain priorities as we focus on our preventive measures, particularly in Shanghai and Beijing, long-term growth. in the second quarter of 2022. Our office portfolio in the Chinese Mainland proved resilient despite COVID-19 2022 Interim Results at a Glance related controls in the cities where we operate. We recorded a small recurring underlying loss from our Our underlying profit decreased by HK$373 million to property trading activities in the first half of 2022, as a HK$4,140 million in the first half of 2022, principally result of the sales and marketing expenses at our reflecting the reduction in profit from the sale of non- residential project, EIGHT STAR STREET, in Hong Kong. core assets in Hong Kong. Recurring underlying profit in Our hotel business in Hong Kong and the Chinese the first half of 2022 was HK$3,643 million, compared Mainland continued to suffer from COVID-19 and its with HK$3,716 million in the first half of 2021. associated travel restrictions. 12 Swire Properties Limited Interim Report 2022
Our Future Prospects also help to boost retail sales. We continue to offer shopping incentives in our retail malls to maintain In Hong Kong, demand for office space is expected to positive momentum. Nevertheless, a full recovery of the be weak in the second half of 2022, reflecting increased retail market depends on full reopening of the border vacancy rates and new supply. However, the flight-to- with the Chinese Mainland. quality is expected to continue. Assuming a gradual reopening of the international border and the border Despite the resurgence of COVID-19 in some of the cities with the Chinese Mainland and improvements in the in which we operate in the Chinese Mainland, we expect financial markets, the demand for Grade-A office space, demand for retail space to be stable and to recover particularly from financial institutions and professional steadily over the second half of this year. We also expect services companies, should increase. strong demand for space from retailers of luxury brands in Guangzhou and Chengdu, and stable demand for Taikoo Place is ever evolving, and with projects like Two space in Shanghai from retailers of luxury fashion, Taikoo Place, we are developing new office buildings of cosmetics and lifestyle brands, and from operators of high specifications which represent the future of work. food and beverage outlets. In Beijing, retail sales and The pre-leasing of Two Taikoo Place is making steady demand for retail space are expected to recover steadily progress, with a commitment rate approaching 50%. As in the second half of 2022. our first anchor tenant, Julius Baer, a Swiss private bank, will lease 92,000 square feet of office space. Additional In Beijing, Shanghai and Guangzhou, office demand and strategic tenants have been secured, including one of the market sentiment are expected to recover in the second biggest office lease transactions on Hong Kong Island in half of 2022 assuming COVID-19 restrictions continue recent years, with an anchor tenant for over 150,000 to be relaxed. However, the continued new supply of square feet of office space. office space in Shanghai and Guangzhou, particularly in emerging decentralised submarkets, is exerting We are also continuing the eastward expansion of our downward pressure on rents. Pacific Place portfolio in Hong Kong. We are making good progress on our new office tower opposite Three Pacific With our new investments, we have accelerated the pace Place, which will add approximately 218,000 square feet of our growth in the Chinese Mainland. We secured our of additional office space to our portfolio. first major investment in Xi’an earlier this year, a Taikoo Li concept which will be retail-led and specially designed for In June, we were delighted to win a land tender for a the Small Wild Goose Pagoda historical and cultural zone. residential site at 269 Queen’s Road East in Wan Chai. The Greater Bay Area holds enormous development This is a prime location with excellent potential for a new potential, and we are exploring opportunities to bring our premium residential product in the district. Taikoo Li and Taikoo Hui brands to Shenzhen. On the retail side, we anticipate that overall traffic and The outlook for our hotels remains challenging, with retail sales will continue to improve in our Hong Kong recovery dependent on the full reopening of the border malls, assuming the progressive relaxation of social with the Chinese Mainland combined with the relaxation distancing measures continues. The second phase of the of travel restrictions. However, we have embarked on an HKSAR Government’s consumption voucher scheme will active expansion strategy for our hotel management 13
CHIEF EXECUTIVE’S STATEMENT business, with a focus on extending our two distinctive These targets are widespread across our portfolios, and hotel brands into other cities through hotel management we see this as the right time to fully engage with our agreements. We will be expanding in Shenzhen with our tenants about sustainability. Tenants increasingly have new House hotel in the Shenzhen Bay Area, which is their own ESG commitments, and we are providing tools targeted to open in 2025. The hotel will be within a key and support to help them achieve their goals. commercial hub, and will help meet the growing demand for luxury accommodation in Shenzhen. We launched the Green Performance Pledge (GPP) earlier this year, a tenant-landlord collaboration where We are also excited to be bringing a new House hotel to we will work with tenants to optimise their fit-out and Tokyo, marking the debut of The House Collective brand renovations, gather data and identify opportunities in outside China. The hotel will be located within the iconic their operations to help them continuously improve their Shibuya district and will introduce the brand’s distinctive sustainability performance. The GPP will also feature a design and exceptional service to a new market. sustainable office furniture service, where tenants can access premium and re-used furniture products, with an Our premium residential brand has opened the door for aim to contribute to Hong Kong’s circular economy. This new opportunities in Hong Kong and South East Asia. We is in addition to our Green Kitchen Initiative, where our are making good headway on a pipeline of new projects teams work closely with our retail food and beverage in Hong Kong, including developments in Wong Chuk tenants during the pre-fit out process, to reduce their Hang, Wan Chai and Chai Wan. Our investments in energy and water usage and improve their waste Jakarta and Ho Chi Minh City are also on track, whilst we management practices. continue to explore new opportunities in South East Asia. Our leadership work in sustainability is also reflected In Miami, retail sales continue to grow, thanks to strong in our digital transformation. Since 2020, our new domestic demand. ventures department has helped to accelerate the adoption of emerging technologies for our business, and manages a US$50 million corporate venture capital Leadership in Sustainability and fund to invest in promising technology start-ups around Digital Innovation the world. By engaging with thought leaders and scouting innovative new technology, we aim to make prudent Since launching our Sustainable Development 2030 financial and strategic investments with a view to helping Strategy in 2016, we have demonstrated a deep level our business grow. of commitment and ambition to be a sustainable development leader in our industry. We ranked number one in Asia and seventh in our industry globally in the Celebrating 50 Years of Success Dow Jones Sustainability World Index last year, and we are building on these accomplishments with very The festivities for our “ORIGINAL. ALWAYS.” 50th aggressive targets intended to help reach the global anniversary campaign will continue throughout 2022. 1.5˚C decarbonisation goal. We are very proud to be celebrating this milestone with our teams and the many stakeholders who have played a crucial role in our success. 14 Swire Properties Limited Interim Report 2022
We wanted to celebrate arts and culture in its varied Conclusion forms this year, and worked closely with long-term partner Art Basel, as well as the Victoria & Albert Museum, We continue to experience significant challenges to our on a special roving exhibition around our Hong Kong and business as COVID-19 develops, particularly in the retail Chinese Mainland malls. and hospitality sectors. However, we have gained ground in all areas of our business, and our financial strength has We also commissioned a 50th Anniversary Art NFT ensured that we can continue to develop our existing Collection, working with 10 international artists on a portfolios over the long term while investing in new series inspired by our “Originality” theme, which will be opportunities. available later this year as free art drops. We are very proud to mark 50 years of creating We recognise the importance of supporting younger transformational places, and we are grateful for the generations. As part of our anniversary celebrations, support that we have received from our shareholders, we joined with the Hong Kong Palace Museum to our business partners and the community at large. We sponsor the two-year Bi-city Youth Cultural Leadership were also honoured to be recognised by Randstad again Programme. The programme will enable young people in this year, who named Swire Properties as the most Hong Kong and Beijing to connect and exchange cultural attractive company to work for in Hong Kong in 2022. ideas and innovative thinking, with the purpose of nurturing a new generation of exceptional leaders. Our biggest source of pride is our people, who have weathered the storm over recent years. They are our We also launched the 2022 edition of the Swire Properties biggest asset and I thank them for their dedication and Placemaking Academy, where a team of students is again commitment over the past 50 years. participating in a six-month apprenticeship to make our White Christmas Street Fair a more sustainable event for the wider community. Our previous Academy alumni have already gone on to win awards, and we expect this next cohort to benefit greatly from our masterclasses and mentorship over the next six months. We are very proud to continue our wide-ranging Tim Blackburn volunteer work under our community ambassador Chief Executive programme. A new community space called “Quarryside” Hong Kong, 11th August 2022 on the Quarry Bay harbourfront area is on track to open in early 2023, and we are providing consultancy support for the design, construction and operational stages. The project is managed by St. James’ Settlement with sponsorship of HK$15 million from Swire Trust. Once completed, Quarryside will be an exciting new venue for activities and events, which we envision will create closer community ties within our home district. 15
REVIEW OF OPERATIONS Six months ended Year ended 30th June 31st December 2022 2021 2021 HK$M HK$M HK$M Revenue Gross Rental Income derived from Offices 3,039 3,075 6,193 Retail 2,781 2,875 5,785 Residential 183 247 474 (1) Other Revenue 50 50 102 Property Investment 6,053 6,247 12,554 Property Trading 383 2,394 2,443 Hotels 262 427 894 Total Revenue 6,698 9,068 15,891 Operating Profit/(Losses) derived from Property investment From operations 4,047 4,303 8,283 Sale of interests in investment properties 31 302 1,185 Valuation gains/(losses) on investment properties 701 (2,525) (1,947) Property trading 218 496 492 Hotels (137) (109) (174) Total Operating Profit 4,860 2,467 7,839 Share of Post-tax Profit from Joint Venture and Associated Companies 473 817 1,788 Profit Attributable to the Company’s Shareholders 4,319 1,984 7,121 (1) Other revenue is mainly estate management fees. Additional information is provided in the following section to reconcile reported and underlying profit attributable to the Company’s shareholders. These reconciling items principally adjust for the net valuation movements on investment properties and the associated deferred tax in the Chinese Mainland and the U.S.A., and for other deferred tax provisions in relation to investment properties. In Hong Kong and the U.S.A., the Group’s investment properties recorded net property valuation gains of HK$810 million and HK$182 million respectively in the first half of 2022. In the Chinese Mainland, investment properties recorded net property valuation losses of HK$237 million. There is a further adjustment to remove the effect of the movement in the fair value of the liability in respect of a put option in favour of the owner of a non- controlling interest. Amortisation of right-of-use assets classified as investment properties is charged to underlying profit. 16 Swire Properties Limited Interim Report 2022
Six months ended Year ended 30th June 31st December Underlying Profit Reconciliation 2022 2021 2021 Note HK$M HK$M HK$M Profit Attributable to the Company’s Shareholders per Financial Statements 4,319 1,984 7,121 Adjustments in respect of investment properties: Valuation (gains)/losses in respect of investment properties (a) (755) 2,058 708 Deferred tax on investment properties (b) 213 521 1,027 Valuation gains/(losses) realised on sale of interests in investment properties (c) 299 (134) 585 Depreciation of investment properties occupied by the Group (d) 11 11 23 Non-controlling interests’ share of valuation movements less deferred tax 75 44 59 Movement in the fair value of the liability in respect of a put option in favour of the owner of a non-controlling interest (e) 20 23 49 Impairment loss on a hotel held as part of a mixed-use development (f) – 22 22 Less amortisation of right-of-use assets reported under investment properties (g) (42) (16) (53) Underlying Profit Attributable to the Company’s Shareholders 4,140 4,513 9,541 Profit from divestment (497) (797) (2,389) Recurring Underlying Profit Attributable to the Company’s Shareholders 3,643 3,716 7,152 Notes: (a) This represents the net valuation movements as shown in the Group’s consolidated statement of profit or loss and the Group’s share of net valuation movements of joint venture companies. (b) This represents deferred tax movements on the Group’s investment properties, plus the Group’s share of deferred tax movements on investment properties held by joint venture companies. These comprise deferred tax on valuation movements on investment properties in the Chinese Mainland and the U.S.A., and deferred tax provisions made in respect of investment properties held for the long term where it is considered that the liability will not reverse for some considerable time. It also includes certain tax adjustments arising from transfers of investment properties within the Group. (c) Prior to the implementation of HKAS 40, changes in the fair value of investment properties were recorded in the revaluation reserve rather than the consolidated statement of profit or loss. On sale, the valuation gains/(losses) were transferred from the revaluation reserve to the consolidated statement of profit or loss. (d) Prior to the implementation of HKAS 40, no depreciation was charged on investment properties occupied by the Group. (e) The value of the put option in favour of the owner of a non-controlling interest is calculated principally by reference to the estimated fair value of the portion of the underlying investment property in which the owner of the non-controlling interest is interested. (f) Under HKAS 40, hotel properties are stated in the accounts at cost less accumulated depreciation and any provision for impairment losses, rather than at fair value. If HKAS 40 did not apply, wholly-owned and joint venture hotel properties held for the long term as part of mixed-use property developments would be accounted for as investment properties. Accordingly, any increase or decrease in their values would be recorded in the revaluation reserve rather than in the consolidated statement of profit or loss. (g) HKFRS 16 amends the definition of investment property under HKAS 40 to include properties held by lessees as right-of-use assets to earn rentals or for capital appreciation or both, and requires the Group to account for such right-of-use assets at their fair value. The amortisation of such right-of-use assets is charged to underlying profit. 17
REVIEW OF OPERATIONS Underlying Profit Movement in M Underlying Profit 5,000 4,500 4,513 -300 -65 +6 -14 4,140 Underlying profit Decrease in losses 4,000 in the first half of 2021 from property trading Decrease in profit Increase in losses from divestment from hotels 3,500 Decrease in profit from Underlying profit in property investment the first half of 2022 3,000 1st half 2021 1st half 2022 Our reported profit attributable to shareholders in the first half of 2022 was HK$4,319 million, compared to a profit of HK$1,984 million in the first half of 2021. Underlying profit attributable to shareholders (which principally adjusts for changes in valuation of investment properties) decreased by HK$373 million from HK$4,513 million in the first half of 2021 to HK$4,140 million in the first half of 2022. The decrease principally reflected the reduction in profit from the sale of car parking spaces in Hong Kong. Recurring underlying profit in the first half of 2022 (which excludes the profit from divestment) was HK$3,643 million, compared with HK$3,716 million in the first half of 2021. Recurring underlying profit from property investment decreased slightly in the first half of 2022. This mainly reflected lower retail rental income from Hong Kong (the reduction reflecting in part the amortisation of rental concessions granted in previous years) and higher operating costs, partly offset by higher retail rental income from the Chinese Mainland. In Hong Kong, despite a weak market due to the effects of COVID-19, the office portfolio was resilient, with high occupancy. The retail portfolio was adversely affected by the fifth wave of COVID-19 particularly during the first quarter of 2022. However, footfall and tenants’ sales recovered in May and June, following the gradual relaxation of social distancing measures and the introduction of the HKSAR Government’s consumption voucher scheme. In the Chinese Mainland, our six shopping malls were affected to varying degrees by COVID-19 resurgences. Shopping malls in Shanghai were closed in April and May, and gradually reopened thereafter. Retail sales in Beijing were also adversely affected by COVID-19 resurgences in May and June. The small underlying loss from property trading in the first half of 2022 primarily resulted from sales and marketing expenses at EIGHT STAR STREET in Hong Kong. Losses at hotels increased as hotels in Hong Kong and the Chinese Mainland continued to suffer from COVID-19 and associated travel restrictions. 18 Swire Properties Limited Interim Report 2022
In July and August 2022, Swire Hotels announced plans Key Developments for two new, third party owned hotels under The House In January 2022, the sale of the property located at Fort Collective brand in Tokyo and Shenzhen. The two hotels Lauderdale, Florida was completed. will be managed by Swire Hotels. In March 2022, a consortium in which the Group has a 70% interest successfully acquired (via a government Portfolio Overview land tender) the land use rights in respect of land located at the Small Wild Goose Pagoda historical and cultural The aggregate gross floor area (“GFA”) attributable zone in the Beilin district of Xi’an for a consideration of to the Group at 30th June 2022 was approximately approximately RMB2,575 million. The land is expected to 32.8 million square feet. be developed into a retail-led mixed-use development comprising retail and cultural facilities in addition to a Of the aggregate GFA attributable to the Group, hotel, serviced residences and business apartments. approximately 29.1 million square feet are investment properties and hotels, comprising completed investment In March 2022, the Group obtained full ownership of Zung properties and hotels of approximately 22.9 million Fu Industrial Building in Quarry Bay, Hong Kong. Subject square feet and investment properties under to the Group having successfully bid in the compulsory development or held for future development of sale of the adjacent Wah Ha Factory Building, the two approximately 6.2 million square feet. In Hong Kong, the sites are intended to be redeveloped for office and other investment property and hotel portfolio comprises commercial uses. approximately 13.9 million square feet attributable to the In March 2022, the Group acquired an additional 6.67% Group of primarily Grade-A office and retail premises, interest in the Citygate development. As a result, the hotels, serviced apartments and other luxury residential Group’s interest in the Citygate development has accommodation. In the Chinese Mainland, the Group has increased from 20% to 26.67%. interests in seven major commercial developments in prime locations in Beijing, Guangzhou, Chengdu, In June 2022, the Group acquired (via a government Shanghai and Xi’an. These developments are expected to land tender) a plot of land located at 269 Queen’s Road comprise approximately 13.1 million square feet of East in Wan Chai, Hong Kong for a consideration of attributable GFA when they are all completed. Of this, 9.6 approximately HK$1,962 million. The plot of land is million square feet has already been completed. Outside expected to be developed primarily for residential use Hong Kong and the Chinese Mainland, the investment with an aggregate gross floor area of approximately property portfolio comprises the Brickell City Centre 116,200 square feet. development in Miami, U.S.A. 19
REVIEW OF OPERATIONS The tables below illustrate the GFA (or expected GFA) attributable to the Group of the investment property and hotel portfolio at 30th June 2022. Completed Investment Properties and Hotels (GFA attributable to the Group in million square feet) Residential/ Serviced Under (1) Office Retail Hotels Apartments Planning Total Hong Kong 8.7 2.6 0.8 0.6 – 12.7 Chinese Mainland 2.9 5.4 1.1 0.2 – 9.6 U.S.A. – 0.3 0.3 – – 0.6 Total 11.6 8.3 2.2 0.8 – 22.9 Investment Properties and Hotels Under Development or Held for Future Development (expected GFA attributable to the Group in million square feet) Residential/ Serviced Under (1) Office Retail Hotels Apartments Planning Total Hong Kong 1.2 – – – – 1.2 Chinese Mainland – – – – 3.5 3.5 (2) U.S.A. – – – – 1.5 1.5 Total 1.2 – – – 5.0 6.2 Total Investment Properties and Hotels (GFA (or expected GFA) attributable to the Group in million square feet) Residential/ Serviced Under (1) Office Retail Hotels Apartments Planning Total Total 12.8 8.3 2.2 0.8 5.0 29.1 (1) Hotels are accounted for in the financial statements under property, plant and equipment and, where applicable, the leasehold land portion is accounted for under right-of-use assets. (2) This property is accounted for under properties held for development in the financial statements. The trading portfolio comprises completed units available for sale at EIGHT STAR STREET in Hong Kong. There are six residential projects under development, three in Hong Kong, one in Indonesia and two in Vietnam. There are also land banks in Miami, U.S.A. The table below illustrates the GFA (or expected GFA) attributable to the Group of the trading property portfolio at 30th June 2022. Trading Properties (GFA (or expected GFA) attributable to the Group in million square feet) Under Development Completed or Held for Development (1) Development Total Hong Kong 0.0 0.7 0.7 U.S.A. and elsewhere – 3.0 3.0 Total 0.0 3.7 3.7 (1) Completed development comprises EIGHT STAR STREET in Hong Kong. 20 Swire Properties Limited Interim Report 2022
The charts below show the analysis of the Group’s completed investment properties GFA (excluding hotels), gross rental income and net assets employed by region on an attributable basis. Completed Investment Properties GFA 2% 2% (excl. Hotels 41% 41% Hong Kong 57% 57% Chinese Mainland U.S.A. 30th June 2022 31st December 2021 Attributable Gross Rental Income 2% 3% 39% 37% Hong Kong 59% 60% Chinese Mainland U.S.A. Six months ended Year ended 30th June 2022 31st December 2021 Net Assets Employed 2% 2% 18% 18% Hong Kong Chinese Mainland 80% 80% U.S.A. and elsewhere 30th June 2022 31st December 2021 21
REVIEW OF OPERATIONS Investment Properties – Hong Kong Offices Overview The completed office portfolio in Hong Kong comprises an aggregate of 9.0 million square feet of space on a 100% basis. Total attributable gross rental income from our office properties in Hong Kong was HK$3,011 million in the first half of 2022. At 30th June 2022, our office properties, completed and under development, in Hong Kong were valued at HK$181,139 million. Of this amount, the Group’s attributable interest was HK$171,406 million. Hong Kong Office Portfolio GFA (sq. ft.) Occupancy Attributable (100% Basis) (at 30th June 2022) Interest Pacific Place 2,186,433 97% 100% Taikoo Place – One Island East and One Taikoo Place 2,550,379 98% 100% (1) Taikoo Place – Other Office Towers 3,136,717 94% 50%/100% (2), (3) Others 1,158,595 88% 26.67%/50%/100% Total 9,032,124 (1) Including PCCW Tower, of which the Group owns 50%. (2) Others comprise One Citygate, Berkshire House (50% owned), 8 Queen’s Road East (wholly-owned), 28 Hennessy Road (wholly-owned) and South Island Place (50% owned). (3) In March 2022, the Group acquired an additional 6.67% interest in the Citygate development. The Group’s interest in One Citygate has increased from 20% to 26.67% as a result of the transaction. Gross rental income from the Hong Kong office portfolio in the first half of 2022 was HK$2,843 million, a decrease of 1% from the same period in 2021. The office market was weak, with eight consecutive quarters of negative net absorption, reflecting subdued demand and a decline in business activity, particularly during the fifth wave of COVID-19 in the first quarter of 2022. However, leasing activity started to pick up following the gradual easing of COVID-19 restrictions in mid-April. Despite downward pressure on rents, positive reversions were achieved at some Taikoo Place properties for tenants seeking quality office space. Our overall office portfolio was resilient, with high occupancy. At 30th June 2022, the office portfolio was 96% let. The chart below shows the mix of tenants of the office properties by the principal nature of their businesses (based on internal classifications) as a percentage of the office area at 30th June 2022. ffice Area Tenants Businesses (At €t ‚une ƒ€ƒƒ 1.4% 10.1% 8.0% 29.0% Banking/Finance/ Professional services (Accounting/ eal estate/Construction/ Securities/ Legal/Management consulting/ Propert development/ 9.6% Investment Corporate secretarial Arcitecture Trading Insurance Advertising and pulic relations 10.1% Tecnolog/Media/ ters 17.1% Telecoms 14.7% 22 Swire Properties Limited Interim Report 2022
At 30th June 2022, the top ten office tenants (based on attributable gross rental income in the six months ended 30th June 2022) together occupied approximately 24% of the Group’s total attributable office area in Hong Kong. Hong Kong Office Market Outlook The office market in Hong Kong is expected to be weak in the second half of 2022, reflecting increased vacancy rates and new supply. Increasing competition from Central and Kowloon East will also exert downward pressure on rents. However, it is expected that the flight-to-quality will benefit us as prospective tenants upgrade their premises and place a higher value on sustainability and wellness in the workplace. Assuming a gradual reopening of the international border and the border with the Chinese Mainland and improvements in the financial markets, the demand for Grade-A office space, particularly from financial institutions and professional services companies, should increase. The pre-leasing of Two Taikoo Place has been making steady progress, with a commitment rate approaching 50%. In addition to Julius Baer, more strategic tenants have been secured, including one of the biggest office lease transactions on Hong Kong Island in recent years, with an anchor tenant for over 150,000 square feet of office space. The following chart shows the percentage of attributable gross rental income from the office properties in Hong Kong, for the month ended 30th June 2022, derived from leases expiring in the periods with no committed renewals or new lettings. Tenancies accounting for approximately 3.7% of the attributable gross rental income in the month of June 2022 are due to expire in the second half of 2022, with tenancies accounting for a further 17.8% of such rental income due to expire in 2023. Office Lease 80% Expiry Profile 70% (At 30th e 2022 60% 50% 40% 30% 20% 10% 0 July – December 2022 2023 2024 and later 23
REVIEW OF OPERATIONS Retail Overview The completed retail portfolio in Hong Kong comprises an aggregate of 3.2 million square feet of space on a 100% basis. Total attributable gross rental income from our retail properties in Hong Kong was HK$1,058 million in the first half of 2022. At 30th June 2022, our retail properties in Hong Kong were valued at HK$54,926 million. Of this amount, the Group’s attributable interest was HK$46,053 million. The portfolio principally consists of The Mall at Pacific Place, Cityplaza at Taikoo Shing and Citygate Outlets at Tung Chung. The Mall and Cityplaza are wholly-owned by the Group. During the period, the Group increased its interest in the Citygate development (comprising Citygate Outlets) from 20% to 26.67%. The malls are managed by the Group. Hong Kong retail market recovered in late 2021, but the recovery was halted when the fifth wave of COVID-19 hit in January this year. During the first quarter of 2022, the retail market was severely disrupted by social distancing measures including dining restrictions and mandatory closures of certain outlets and premises. Both tenants’ sales and footfall at our malls decreased significantly during this period. There was very little inbound tourism. Leasing activity was low. However, local consumption started to show signs of recovery in the middle of the second quarter of 2022 due to pent-up demand, following the gradual relaxation of social distancing measures, and the introduction of the HKSAR Government’s consumption voucher scheme. During the first half as a whole, retail sales decreased by 2%, 5% and 2% respectively at The Mall, Pacific Place, Cityplaza and Citygate Outlets. Hong Kong Retail Portfolio GFA (sq. ft.) Occupancy Attributable (100% Basis) (at 30th June 2022) Interest The Mall, Pacific Place 711,182 96% 100% Cityplaza 1,096,898 100% 100% (1) Citygate Outlets 803,582 100% 26.67% (1), (2) Others 549,558 100% 26.67%/60%/100% Total 3,161,220 (1) In March 2022, the Group acquired an additional 6.67% interest in the Citygate development. The Group’s interest in Citygate Outlets and Tung Chung Crescent neighbourhood shops increased from 20% to 26.67% as a result of the transaction. (2) Others largely comprise Taikoo Shing neighbourhood shops and StarCrest retail premises (which are wholly-owned), Island Place retail premises (60% owned) and Tung Chung Crescent neighbourhood shops. Gross rental income from the retail portfolio in Hong Kong was HK$1,002 million in the first half of 2022, a decrease of 10% compared to the same period in 2021. The decrease reflected the impact of the fifth wave of COVID-19 and, in part, the amortisation of rental concessions given in previous years. Rental concessions (which were amortised over the remaining lease terms) were given for specific periods on a case-by-case basis to support tenants. In the first half of 2022, rental concessions (on a cash basis) reduced as compared to the same period in 2021. On a cash concession basis, attributable gross rental income decreased by 2% during the period. The malls were almost fully let throughout the period. 24 Swire Properties Limited Interim Report 2022
The chart below shows the mix of the tenants of the retail properties by the principal nature of their businesses (based on internal classifications) as a percentage of the retail area at 30th June 2022. Retail Area by enants’ usinesses At th June 24.5% 29.3% Fashion and accessories Department stores Jewellery and watches 0.9% 1.9% 3.8% Food and beverages Cinemas Ice rink 4.2% Supermarkets Others 15.2% 20.2% At 30th June 2022, the top ten retail tenants (based on attributable gross rental income in the six months ended 30th June 2022) together occupied approximately 26% of the Group’s total attributable retail area in Hong Kong. Hong Kong Retail Market Outlook It is expected that overall footfall and tenants’ sales will continue to improve assuming progressive relaxation of COVID-19 related social distancing measures. The second phase of the HKSAR Government’s consumption voucher distribution will help to boost retail sales. We are also offering shopping incentives at our malls to support local consumption and maintain positive momentum. Nevertheless, a full recovery of the retail market depends on the full reopening of the border. The following chart shows the percentage of attributable gross rental income from the retail properties in Hong Kong, for the month ended 30th June 2022, derived from leases expiring in the periods with no committed renewals or new lettings. Tenancies accounting for approximately 6.5% of the attributable gross rental income in the month of June 2022 are due to expire in the second half of 2022, with tenancies accounting for a further 28.3% of such rental income due to expire in 2023. Retail Lease 70% Expiry Profile 60% (At 30th Jue 2022 50% 40% 30% 20% 10% 0 July – December 2022 2023 2024 and later 25
REVIEW OF OPERATIONS Residential Others The completed residential portfolio comprises Pacific Wah Ha Factory Building, No. 8 Shipyard Lane and Place Apartments at Pacific Place, EAST Residences in Zung Fu Industrial Building, No. 1067 King’s Road Quarry Bay, STAR STUDIOS in Wan Chai and a number of In 2018, the Group submitted compulsory sale luxury houses on Hong Kong Island and Lantau Island, applications in respect of these two sites in Quarry Bay. In with an aggregate GFA of approximately 0.6 million March 2022, the Group acquired the remaining interests square feet. The occupancy rate at the residential in Zung Fu Industrial Building and obtained full ownership portfolio was approximately 70% at 30th June 2022. of the site. Subject to the Group having successfully bid in Demand for our residential investment properties was the compulsory sale of the Wah Ha Factory Building site, primarily local, and was affected by COVID-19. the two sites are intended to be redeveloped for office Investment Properties Under Development and other commercial uses with an aggregate GFA of approximately 779,000 square feet. Two Taikoo Place Two Taikoo Place, the second phase of the Taikoo Place 983-987A King’s Road and 16-94 Pan Hoi Street redevelopment, is an office tower with an aggregate In 2018, a joint venture company in which the Group GFA of approximately one million square feet. The holds a 50% interest submitted a compulsory sale development has been built to the highest sustainability application in respect of this site in Quarry Bay. Subject to standards, achieving pre-certified platinum ratings for the joint venture company having successfully bid in the LEED, WELL and BEAM Plus. Interior fit out works are in compulsory sale and in accordance with applicable town progress. Completion is expected later this year. planning controls, it is expected that the site can be redeveloped for residential and retail uses with a GFA 46-56 Queen’s Road East of approximately 440,000 square feet. Planning permission to develop this site in Wan Chai for office use was obtained in 2018. The site area is 9-39 Hoi Wan Street and 33-41 Tong Chong Street approximately 14,400 square feet. The proposed In June 2022, the Group submitted a compulsory sale development has an aggregate GFA of approximately application in respect of this site in Quarry Bay. The gross 218,000 square feet. Superstructure works are in site area is approximately 20,060 square feet. The progress. Completion is expected in 2023. development plan is under review, and is subject to the Group having successfully bid in the compulsory sale. Taikoo Shing Car Parking Spaces Since November 2020, the Group has offered 2,530 car parking spaces in the Taikoo Shing residential development in Hong Kong for sale. 1,405 of these car parking spaces had been sold at 9th August 2022. Sales of 1,366 car parking spaces have been recognised, 164 of them in the first half of 2022. Sales of 39 car parking spaces are expected to be recognised in the second half of 2022. 26 Swire Properties Limited Interim Report 2022
Investment Properties – Chinese Mainland Overview The property portfolio in the Chinese Mainland comprises an aggregate of 21.0 million square feet of space, 13.1 million square feet of which is attributable to the Group. Completed properties amount to approximately 14.0 million square feet, with 7.0 million square feet under development. Total attributable gross rental income from investment properties in the Chinese Mainland was HK$2,785 million in the first half of 2022. At 30th June 2022, the investment properties in the Chinese Mainland were valued at HK$107,530 million. Of this amount, the Group’s attributable interest was HK$70,469 million. Chinese Mainland Property Portfolio (1) GFA (sq. ft.) (100% Basis) Investment Hotels and Under Attributable Total Properties Others Planning Interest Completed Taikoo Li Sanlitun, Beijing 1,789,000 1,619,537 169,463 – 100% Taikoo Hui, Guangzhou 3,782,327 3,272,893 509,434 – 97% INDIGO, Beijing 1,886,865 1,528,564 358,301 – 50% Sino-Ocean Taikoo Li Chengdu 1,661,725 1,465,217 196,508 – 50% HKRI Taikoo Hui, Shanghai 3,536,619 3,148,792 387,827 – 50% Taikoo Li Qiantan, Shanghai 1,188,727 1,188,727 – – 50% Hui Fang, Guangzhou 90,847 90,847 – – 100% Others 2,917 1,458 1,459 – 100% Sub-Total 13,939,027 12,316,035 1,622,992 – Under Development (2) INDIGO Phase Two, Beijing 4,045,514 – – 4,045,514 35% Taikoo Li Xi’an (3) 2,971,607 – – 2,971,607 70% Sub-Total 7,017,121 – – 7,017,121 Total 20,956,148 12,316,035 1,622,992 7,017,121 (1) Including hotels and properties leased for investment. (2) This is an office-led mixed-use development. The development scheme is being planned. The development is planned to be completed in two phases, in mid-2025 and 2026. (3) This is a retail-led mixed-use development. The development scheme is being planned. The development is planned to be completed in 2025. Gross rental income from the Group’s investment property portfolio in the Chinese Mainland was HK$1,784 million in the first half of 2022, 3% higher than in the same period in 2021, reflecting the contribution from the newly opened Taikoo Li Sanlitun West and the strong performance of the retail market in the first quarter of the year before COVID-19 resurgences in the Chinese Mainland. 27
REVIEW OF OPERATIONS Retail The completed retail portfolio in the Chinese Mainland comprises an aggregate of 7.9 million square feet of space, 5.4 million square feet of which is attributable to the Group. Total attributable gross rental income from our retail properties in the Chinese Mainland grew by 9%, to HK$2,305 million, in the first half of 2022. Disregarding amortised rental concessions and changes in the value of the Renminbi, total attributable gross rental income increased by 7%. At 30th June 2022, our completed retail properties in the Chinese Mainland were valued at HK$66,857 million. Of this amount, the Group’s attributable interest was HK$48,881 million. The portfolio consists of Taikoo Li Sanlitun in Beijing and Hui Fang in Guangzhou, which are wholly-owned by the Group, Taikoo Hui in Guangzhou, which is 97% owned, and INDIGO in Beijing, Sino-Ocean Taikoo Li Chengdu, HKRI Taikoo Hui and Taikoo Li Qiantan in Shanghai, each of which is 50% owned. Chinese Mainland Completed Retail Portfolio GFA (sq. ft.) Occupancy Attributable (100% Basis) (at 30th June 2022) Interest Taikoo Li Sanlitun, Beijing (1) 1,619,537 98% 100% Taikoo Hui, Guangzhou 1,529,392 99% 97% INDIGO, Beijing 939,493 100% 50% Sino-Ocean Taikoo Li Chengdu 1,355,360 96% 50% HKRI Taikoo Hui, Shanghai 1,173,459 98% 50% (2) Taikoo Li Qiantan, Shanghai 1,188,727 91% 50% Hui Fang, Guangzhou 90,847 100% 100% Total 7,896,815 (1) Including Taikoo Li Sanlitun West, which officially opened in December 2021. (2) Including space allocated to prospective tenants who have signed letters of intent. In the Chinese Mainland, retail sales began the year strongly. There were also contributions from the newly opened Taikoo Li Sanlitun West and Taikoo Li Qiantan. However, our six shopping malls were affected to varying degrees in the second quarter of 2022 by the resurgence of COVID-19 and related preventive measures in cities where we operate, particularly in Shanghai and Beijing. In Shanghai, retail shops were closed in April and May, and gradually reopened thereafter. Retail sales in Beijing were adversely affected by COVID-19 resurgences in May and June. Our retail sales (excluding Taikoo Li Sanlitun West and Taikoo Li Qiantan) on an attributable basis in the Chinese Mainland in the first half of 2022 decreased by 19%. Retail sales at Taikoo Li Sanlitun in Beijing, Taikoo Hui in Guangzhou, INDIGO in Beijing, Sino-Ocean Taikoo Li Chengdu and HKRI Taikoo Hui in Shanghai decreased by 26%, 7%, 25%, 8% and 53% respectively in the first half of 2022. National retail sales decreased by 1% in the first half of 2022 compared to the same period in 2021. The Group’s gross rental income from retail properties in the Chinese Mainland increased by 3%, to HK$1,586 million, in the first half of 2022. Rental concessions (which were amortised over the remaining lease terms) were given for specific periods on a case-by-case basis to support tenants. Disregarding amortised rental concessions and changes in the value of the Renminbi, gross rental income increased by 1%. 28 Swire Properties Limited Interim Report 2022
The chart below shows the mix of the tenants of the retail properties by the principal nature of their businesses (based on internal classifications) as a percentage of the retail area at 30th June 2022. Retail Area by Tenants’ usinesses At th June 19.5% 2.5% 42.8% 4.5% Fashion and accessories Cinemas Jewellery and watches 5.3% Food and beverages Supermarkets Others 25.4% At 30th June 2022, the top ten retail tenants (based on The mall at INDIGO in Beijing was 100% occupied at attributable gross rental income in the six months ended 30th June 2022. Retail sales decreased by 25% in the first 30th June 2022) together occupied approximately half of 2022. Improvements were made to the tenant mix. 18% of the Group’s total attributable retail area in the Chinese Mainland. Gross rental income at Sino-Ocean Taikoo Li Chengdu was approximately the same in the first half of 2022 as in Gross rental income at Taikoo Li Sanlitun in Beijing the same period in 2021. Retail sales decreased by 8%. increased in the first half of 2022, despite the disruption At 30th June 2022, the occupancy rate was 96%. arising from the closure of retail shops and suspension of dine-in services during May and certain days in June. Gross rental income at HKRI Taikoo Hui in Shanghai was This reflected the contribution from the newly opened approximately the same in the first half of 2022 as in the Taikoo Li Sanlitun West and improvements to the tenant same period in 2021. Retail sales increased in the first mix. Retail sales decreased by 26%. The occupancy two months of 2022, benefitting from improvements to rate including Taikoo Li Sanlitun West was 98% at the tenant mix and increased footfall until a COVID-19 30th June 2022. resurgence in March. Retail shops were closed in April and May, and gradually reopened thereafter. Retail sales In the first half of 2022, gross rental income and retail decreased by 53%. The occupancy rate was 98% at sales at Taikoo Hui in Guangzhou decreased by 2% and 30th June 2022. 7% respectively as compared with the first half of 2021, reflecting the impact of COVID-19. The mall was 99% occupied at 30th June 2022. Improvements to the tenant mix were made. 29
REVIEW OF OPERATIONS Taikoo Li Qiantan in Shanghai opened on 30th September cosmetics and lifestyle brands, and from operators of 2021. Retail sales and footfall were strong until a food and beverage outlets, is expected to be stable. In COVID-19 resurgence in March. Operations were Beijing, retail sales and demand for retail space are gradually resumed from late May. As at 30th June 2022, expected to recover steadily. tenants had committed (including by way of letters of intent) to take up 91% of the retail space. 68% of the The following chart shows the percentage of attributable lettable retail space was open. gross rental income from the retail properties in the Chinese Mainland, for the month ended 30th June 2022, Chinese Mainland Retail Market Outlook derived from leases expiring in the periods with no Demand for retail space is expected to be stable and to committed renewals or new lettings. Tenancies recover steadily in the second half of 2022. In Guangzhou accounting for approximately 15.1% of the attributable and Chengdu, demand for retail space from retailers of gross rental income in the month of June 2022 are luxury brands is expected to be strong. In Shanghai, due to expire in the second half of 2022, with tenancies demand for retail space from retailers of luxury fashion, accounting for a further 30% of such rental income due to expire in 2023. Retail Lease 60% Expiry Profile 50% (At 30th June 2022 40% 30% 20% 10% 0 July – December 2022 2023 2024 and later 30 Swire Properties Limited Interim Report 2022
Offices The completed office portfolio in the Chinese Mainland comprises an aggregate of 4.1 million square feet of space, 2.9 million square feet of which is attributable to the Group. Total attributable gross rental income from our office properties in the Chinese Mainland increased by 5% to HK$451 million in the first half of 2022. At 30th June 2022, our completed office properties in the Chinese Mainland were valued at HK$21,845 million. Of this amount, the Group’s attributable interest was HK$13,628 million. The portfolio comprises Taikoo Hui in Guangzhou, which is 97% owned, and INDIGO in Beijing and HKRI Taikoo Hui in Shanghai, each of which is 50% owned. Chinese Mainland Completed Office Portfolio GFA (sq. ft.) Occupancy Attributable (100% Basis) (at 30th June 2022) Interest Taikoo Hui, Guangzhou 1,693,125 94% 97% INDIGO, Beijing 589,071 95% 50% HKRI Taikoo Hui, Shanghai 1,828,060 100% 50% Total 4,110,256 The Group’s gross rental income from office properties in the Chinese Mainland increased by 1% to HK$191 million in the first half of 2022. Office demand in Shanghai in the first half of 2022 was adversely affected by the COVID-19 resurgence. Demand for office space in Beijing in the first half of 2022 was stable as supply was limited in the core areas. Demand for office space in Guangzhou was weak and new supply adversely affected rents. The chart below shows the mix of the tenants of the office properties by the principal nature of their businesses (based on internal classifications) as a percentage of the office area at 30th June 2022. ffice rea y Tenants’ Businesses 2.1% t th une € €€‚ 6.7% 7.8% 29.9% Banking/Finance/ Professional services Real estate/Construction/ 14.5% Securities/ Property development/ Investment rchitecture Trading Pharmaceutical thers manufacturing Technology/Media/ 16.4% 22.6% Telecoms 31
REVIEW OF OPERATIONS At 30th June 2022, the top ten office tenants (based on attributable gross rental income in the six months ended 30th June 2022) together occupied approximately 47% of the Group’s total attributable office area in the Chinese Mainland. The occupancy rates at the office towers of Taikoo Hui in Guangzhou, ONE INDIGO in Beijing and the office towers of HKRI Taikoo Hui in Shanghai were 94%, 95% and 100% respectively at 30th June 2022. Chinese Mainland Office Market Outlook In Beijing, Shanghai and Guangzhou, office demand and market sentiment are expected to recover in the second half of 2022 assuming COVID-19 restrictions continue to be relaxed. However, the continued new supply of office space in Shanghai and Guangzhou, particularly in emerging decentralised submarkets, is exerting downward pressure on rents. The following chart shows the percentage of attributable gross rental income from the office properties in the Chinese Mainland, for the month ended 30th June 2022, derived from leases expiring in the periods with no committed renewals or new lettings. Tenancies accounting for approximately 4.4% of the attributable gross rental income in the month of June 2022 are due to expire in the second half of 2022, with tenancies accounting for a further 37.4% of such rental income due to expire in 2023. Office Lease 60% Expiry Profile 50% (At 30th Jue 2022 40% 30% 20% 10% 0 July – December 2022 2023 2024 and later Serviced Apartments There are 24 serviced apartments at the Mandarin Oriental in Taikoo Hui Guangzhou, 42 serviced apartments at The Temple House in Sino-Ocean Taikoo Li Chengdu and 102 serviced apartments at The Middle House Residences in HKRI Taikoo Hui Shanghai. The performance of the serviced apartments in the first half of 2022 was adversely affected by COVID-19. Occupancy at the Mandarin Oriental in Guangzhou, The Temple House in Chengdu and The Middle House Residences in Shanghai was 92%, 90% and 66% respectively at 30th June 2022. 32 Swire Properties Limited Interim Report 2022
Chinese Mainland Serviced Apartments Market Outlook The performance of the serviced apartments is expected to recover gradually in the second half of 2022, subject to COVID-19 conditions. Investment Properties Under Development INDIGO Phase Two, Beijing INDIGO Phase Two is an extension of the existing INDIGO development with a GFA of approximately four million square feet. Jointly developed with the Sino-Ocean group, INDIGO Phase Two will be an office-led mixed-use development and is planned to be completed in two phases, in 2025 and 2026, respectively. Piling works have been completed. Foundation works are in progress. The Group has a 35% interest in INDIGO Phase Two. Taikoo Li Xi’an In March 2022, a consortium in which the Group has a 70% interest acquired (via a government land tender) the land use rights in respect of land located at the Small Wild Goose Pagoda historical and cultural zone in the Beilin district of Xi’an. With a site area of approximately 1.3 million square feet, the land is expected to be developed as Taikoo Li Xi’an, a retail- led mixed-use development comprising retail and cultural facilities in addition to a hotel, serviced residences and business apartments. The estimated GFA is approximately three million square feet (above ground and underground), subject to further planning. The project is expected to be completed in 2025. The consortium is a collaboration with Xi’an Cheng Huan Cultural Investment and Development Co., Ltd. The chart below illustrates the expected attributable area of the completed property portfolio in the Chinese Mainland. Attributable Area of Completed ŽA ‘000 s’“ ft“” Property Portfolio in the 14,000 Chinese Mainland 12,000 Taikoo i anlitun, Taikoo i ‰iantan, 10,000 eiin hanhai 8,000 Taikoo ui, €‚ƒ€ „ Phase TŠo, uanhou eiin 6,000 €‚ƒ€ „, eiin Taikoo i ‹i’an 4,000 ino…„†ean ui Žan, 2,000 Taikoo i Chendu uanhou ‡ˆ€ Taikoo ui, „thers 0 hanhai 2022 to 2024 2025 2026 and later 33
REVIEW OF OPERATIONS Others Investment Properties – U.S.A. Zhangyuan, Shanghai Overview In 2021, the Group formed a joint venture management Brickell City Centre, Miami company with Shanghai Jing’an Real Estate (Group) Co., Ltd. This company, which the Group has a 60% interest, Brickell City Centre is an urban mixed-use development in is engaged in the revitalisation and management of the the Brickell financial district of Miami, U.S.A. It has a site Zhangyuan shikumen compound in the Jing’an district area of 504,017 square feet (approximately 11.6 acres). of Shanghai. When the revitalisation is completed, the The first phase of the Brickell City Centre development compound will have a GFA of 645,840 square feet above comprises a shopping centre, two office towers (Two and ground and 753,480 square feet underground, of which Three Brickell City Centre, which were sold in 2020), a an underground area of 197,000 square feet will be for hotel with serviced apartments (EAST Miami, which commercial use. There are 43 shikumen blocks with was sold in 2021) managed by Swire Hotels and two about 170 two or three-storey houses. There are residential towers (Reach and Rise) developed for sale. connections to three metro lines and to HKRI Taikoo All the residential units at Reach and Rise have been sold. Hui. Construction and renovation were in progress at 30th June 2022. The revitalisation is planned to be The Group owns 62.93% of the shopping centre at the completed and opened in two phases, in the fourth Brickell City Centre development. The remaining interest quarter of 2022 and in 2025. The Group does not have in the shopping centre is owned by Simon Property an ownership interest in the compound. Group (25%) and Bal Harbour Shops (12.07%). Bal Harbour Shops has an option, exercisable from February 2020, to sell its interest to the Group. The shopping centre was 93% leased (including by way of letters of intent) at 30th June 2022. Retail sales in the first half of 2022 increased by 36%. 34 Swire Properties Limited Interim Report 2022
The second phase of the Brickell City Centre development, to be known as One Brickell City Centre, is being planned. It will be a commercial development connecting to the first phase of Brickell City Centre. Brickell City Centre, Miami (1) GFA (sq. ft.) Attributable (100% Basis) Interest Completed Shopping centre 496,508 62.9% Future Development Residential 523,000 100% One Brickell City Centre 1,444,000 100% Total 2,463,508 (1) Represents leasable/saleable area except for the car parking spaces, roof top and circulation areas. Miami Market Outlook In Miami, retail sales are expected to grow, thanks to strong domestic demand. Valuation of Investment Properties The portfolio of investment properties was valued at 30th June 2022 on the basis of market value (95% by value having been valued by Cushman & Wakefield Limited and 2% by value having been valued by another independent valuer). The amount of this valuation was HK$271,009 million, compared to HK$267,815 million at 31st December 2021. The increase in the valuation of the investment property portfolio primarily reflected new investment in the Chinese Mainland and an increase in the valuation of the car parking spaces and properties held for development in Hong Kong, partly offset by a decrease in the valuation of the office investment properties in Hong Kong and foreign exchange translation losses in respect of the investment properties in the Chinese Mainland. Under HKAS 40, hotel properties are not accounted for as investment properties. The hotel buildings are included within property, plant and equipment. The leasehold land is included within right-of-use assets. Both are recorded at cost less accumulated depreciation or amortisation and any provision for impairment. 35
REVIEW OF OPERATIONS Property Trading Overview The trading portfolio comprises completed units available for sale at EIGHT STAR STREET in Hong Kong. There are six residential projects under development, three in Hong Kong, one in Indonesia and two in Vietnam. There are also land banks in Miami, U.S.A. Property Trading Portfolio (At 30th June 2022) Actual/Expected GFA (sq. ft.) Construction Attributable (100% Basis) Completion Date Interest Completed Hong Kong (1) (2) – EIGHT STAR STREET, Wan Chai 30,855 2022 100% Under Development Hong Kong – Wong Chuk Hang Station Package Four Property Development 638,305 2024 25% – Chai Wan Inland Lot No. 178 694,278 2025 80% (3) (4) – 269 Queen’s Road East, Wan Chai 102,990 2025 100% Indonesia – Savyavasa, South Jakarta 1,122,728 2024 50% Vietnam – The River 846,201 2022 20% – Empire City 7,131,624 2027 15.73% Held for Development or sale U.S.A. – South Brickell Key, Miami, Florida 550,000 n.a. 100% – Brickell City Centre, Miami, Florida – North Squared site 523,000 n.a. 100% (1) The occupation permit for EIGHT STAR STREET was issued in May 2022. (2) Excluding a retail podium of approximately 2,851 sq. ft. (3) In June 2022, the Group successfully acquired this site (via a government land tender). Transfer of the land title is expected to be completed in the second half of 2022. (4) Excluding a retail podium of approximately 13,197 sq. ft. 36 Swire Properties Limited Interim Report 2022
Hong Kong Indonesia EIGHT STAR STREET, Wan Chai In 2019, a joint venture between the Group and Jakarta EIGHT STAR STREET at 8 Star Street, Wan Chai is a Setiabudi Internasional Group completed the acquisition residential building (with retail outlets on the lowest of a plot of land in South Jakarta, Indonesia. The land is two levels) of approximately 34,000 square feet. The being developed into a residential development with an occupation permit has been obtained and the units will aggregate GFA of approximately 1,123,000 square feet. be handed over to the purchasers later this year. 28 out Basement works are under construction. The development of 37 units had been pre-sold at 9th August 2022. is expected to comprise over 400 residential units and to be completed in 2024. The Group has a 50% interest in Wong Chuk Hang Station Package Four Property the joint venture. Pre-sale is in progress. Development Vietnam A joint venture formed by the Group, Kerry Properties In 2020, the Group agreed with City Garden Joint Stock Limited and Sino Land Company Limited is undertaking a Company to develop The River, a luxury residential residential development in Wong Chuk Hang in Hong property in Ho Chi Minh City, Vietnam. The development Kong. The development will comprise two residential comprises 525 luxury apartments in three towers. The towers with an aggregate GFA of approximately Group has an effective 20% interest in the development. 638,000 square feet and about 800 residential units. Approximately 90% of the units had been pre-sold at Superstructure works are in progress. Subject to getting 9th August 2022. necessary approvals, pre-sales are expected to start by the end of 2022. The development is expected to be In 2021, the Group made a minority investment in completed in 2024. The Group has a 25% interest in the Empire City, a residential-led mixed-use development joint venture. (with residential, retail, office, hotel and serviced apartment components) in Ho Chi Minh City, Vietnam. Chai Wan Inland Lot No. 178 The development is under construction and is expected In 2021, a project company held as to 80% by the Group to be completed in phases up to 2027. The Group and as to 20% by China Motor Bus Company, Limited invested in the development through an agreement completed a land exchange with the HKSAR Government with Gaw Capital Partners, an existing participant in the in respect of a plot of land in Chai Wan, Hong Kong. development. Over 45% of the residential units had been The plot of land is expected to be redeveloped into a pre-sold at 9th August 2022. residential complex with an aggregate GFA of approximately 694,000 square feet. Foundation works are in progress. Outlook The development is expected to be completed in 2025. In Hong Kong, demand for residential accommodation is expected to be resilient in the medium and long term. 269 Queen’s Road East, Wan Chai In June 2022, the Group successfully acquired With urbanisation, a growing middle class and a limited (via a government land tender) a plot of land located supply of luxury residential properties, the residential at 269 Queen’s Road East in Wan Chai. The plot of land markets in Jakarta, Indonesia and Ho Chi Minh City, is expected to be developed for residential use with Vietnam are expected to be stable. an aggregate gross floor area of approximately 116,200 square feet. 37
REVIEW OF OPERATIONS Estate Management The Group manages 19 residential estates which it has developed. It also manages OPUS HONG KONG, a residential property in Hong Kong which the Group redeveloped for Swire Pacific Limited. The management services include day to day assistance for occupants, management, maintenance, cleaning, security and renovation of common areas and facilities. The Group places great emphasis on maintaining good relationships with occupants. Hotels Overview The Group owns and manages (through Swire Hotels) hotels in Hong Kong, the Chinese Mainland and the U.S.A. The House Collective, comprising The Upper House in Hong Kong, The Opposite House in Beijing, The Temple House in Chengdu and The Middle House in Shanghai, is a group of small and distinctive luxury hotels. There are EAST hotels in Hong Kong, Beijing and Miami. In October 2021, EAST Miami ceased to be owned by the Group. It continues to be managed by Swire Hotels. The Group also has interests in non-managed hotels in Hong Kong, Guangzhou, Shanghai and Miami. Our managed hotels in Hong Kong and Chinese Mainland continued to be affected by COVID-19. The hotels in the U.S.A. performed well. Our managed hotels (including restaurants and taking account of central costs) recorded an operating loss before depreciation of HK$74 million in the first half of 2022, compared with an operating profit before depreciation of HK$4 million in the first half of 2021. Hotel Portfolio (Managed by Swire Hotels) No. of Rooms Attributable (100% Basis) Interest Completed Hong Kong – The Upper House 117 100% – EAST Hong Kong 331 100% (1) – Headland Hotel 501 0% Chinese Mainland – The Opposite House 99 100% – EAST Beijing 369 50% (2) – The Temple House 142 50% – The Middle House (2) 213 50% U.S.A. (3) – EAST Miami 352 0% Total 2,124 (1) Headland Hotel is owned by Airline Property Limited, a wholly-owned subsidiary of Cathay Pacific Airways Limited. (2) Comprising one hotel tower and one serviced apartment tower. (3) EAST Miami (including serviced apartments in the hotel tower) is owned by a third party. 38 Swire Properties Limited Interim Report 2022
Hong Kong U.S.A. The Group wholly-owns and manages (through Swire EAST Miami at the Brickell City Centre development Hotels) two hotels in Hong Kong, The Upper House, a in Miami was sold to a third party in October 2021. 117-room luxury hotel at Pacific Place, and EAST Hong It continues to be managed by Swire Hotels. Kong, a 331-room hotel in Taikoo Shing. EAST Miami and Mandarin Oriental, Miami performed The Group has a 20% interest in each of the JW Marriott, well as COVID-19 stabilised, with improved revenue per Conrad Hong Kong and Island Shangri-La hotels at Pacific available room and occupancy. Place and a 26.67% interest in the Novotel Citygate and The Silveri Hong Kong – MGallery in Tung Chung. Swire Restaurants Trading conditions for the managed and non-managed Swire Hotels operates restaurants in Hong Kong through hotels in Hong Kong were adversely affected by travel its hotels. It also operates a standalone restaurant. The restrictions and the fifth wave of COVID-19. Business Upper House operates The Continental, a European recovered gradually following the relaxation of COVID-19 restaurant, at Pacific Place. EAST Hong Kong operates related measures in mid-April. Mr & Mrs Fox, a restaurant with an international menu, at Taikoo Place. PUBLIC café is a standalone restaurant Chinese Mainland at Taikoo Place. Swire Hotels manages four hotels in the Chinese Outlook Mainland, The Opposite House, a 99-room luxury hotel at The outlook for our hotels in Hong Kong remains Taikoo Li Sanlitun, EAST Beijing, a 369-room hotel at challenging due to COVID-19 and its associated travel INDIGO in Beijing, The Temple House, a luxury property restrictions. Recovery of the hotel businesses depends with 100 hotel rooms and 42 serviced apartments at on the full reopening of the border with the Chinese Sino-Ocean Taikoo Li Chengdu, and The Middle House, a Mainland. Our Chinese Mainland hotels are expected luxury property consisting of 111 hotel rooms and 102 to recover with the gradual relaxation of COVID-19 serviced apartments at HKRI Taikoo Hui, Shanghai. The restrictions. The U.S.A. hotels continue to perform well. Group owns 100% of The Opposite House, 50% of EAST The Silveri Hong Kong – MGallery in Hong Kong is being Beijing, 50% of The Temple House and 50% of The Middle opened in phases. House. The Group owns 97% of, but does not manage, the Mandarin Oriental at Taikoo Hui in Guangzhou, which We are expanding our hotel management business, with has 263 rooms and 24 serviced apartments. The Group a focus on extending our hotel brands outside Hong Kong owns 50% of another non-managed hotel, The Sukhothai, through hotel management agreements. at HKRI Taikoo Hui in Shanghai, which has 201 rooms. The performance of our managed and non-managed hotels in the Chinese Mainland was adversely affected by the resurgence of COVID-19 cases, with lower revenue per available room and occupancy recorded in the first half of 2022. 39
REVIEW OF OPERATIONS TAIKOO LI XI’AN Development Highlight cultural significance to Xi’an. It is located adjacent to the Small Wild Goose Pagoda, a UNESCO World Taikoo Li Xi’an Heritage site, as well as the Jianfu Temple, which Swire Properties announced a partnership with Xi’an was built in 684 AD during the Tang Dynasty. The Cheng Huan Cultural Investment and Development Co., site enjoys a good transportation network and is Ltd., a state-owned subsidiary of Xi’an Qujiang New conveniently located at the intersection of two District Management Committee, to develop Taikoo Li metro lines (Line 2 and Line 5). Xi’an, the Company’s seventh development in the The site will be developed into a retail-led project Chinese Mainland. featuring an innovative low-rise, open-plan Taikoo Li Xi’an sits on a site in the heart of downtown architectural design that exemplifies the brand Xi’an – at the south of Youyi Road, west of Chang’an DNA of Taikoo Li, and will comprise retail and cultural Road, north of Stadium North Road and east of facilities in addition to a luxury hotel, serviced Zhuque Street in Beilin district, with a total site area residences and business apartments. The estimated of approximately 1.3 million square feet. The site is gross floor area is approximately 3.0 million square located within the Small Wild Goose Pagoda historical feet (above ground and underground), subject to and cultural zone, a scenic area that has historical and further planning. The project is expected to be completed in 2025. 40 Swire Properties Limited Interim Report 2022
Artist’s impression 41
REVIEW OF OPERATIONS Capital Commitments Capital Expenditure and Commitments Capital expenditure in the first half of 2022 on Hong Kong investment properties and hotels, including the Group’s share of the capital expenditure of joint venture companies, amounted to HK$1,287 million (first half of 2021: HK$1,245 million). Outstanding capital commitments at 30th June 2022 were HK$13,041 million (31st December 2021: HK$14,500 million), including the Group’s share of the capital commitments of joint venture companies of HK$76 million (31st December 2021: HK$73 million). Capital expenditure in the first half of 2022 on Chinese Mainland investment properties and hotels, including the Group’s share of the capital expenditure of joint venture companies, was HK$3,547 million (first half of 2021: HK$313 million). Outstanding capital commitments at 30th June 2022 were HK$12,568 million (31st December 2021: HK$6,184 million), including the Group’s share of the capital commitments of joint venture companies of HK$4,486 million (31st December 2021: HK$4,777 million). The Group was committed to funding HK$147 million (31st December 2021: HK$1,146 million) of the capital commitments of joint venture companies. Capital expenditure in the first half of 2022 on investment properties and hotels in the U.S.A. amounted to HK$18 million (first half of 2021: HK$6 million). Outstanding capital commitments at 30th June 2022 were HK$2 million (31st December 2021: Nil). Profile of Capital Commitments for Investment Properties and Hotels Commitments relating to Total Joint Venture (1) (2) Expenditure Forecast Expenditure Commitments Companies Six months Six months ended ending 30th June 31st December 2025 At 30th June At 30th June 2022 2022 2023 2024 and later 2022 2022 HK$M HK$M HK$M HK$M HK$M HK$M HK$M Hong Kong 1,287 4,260 1,629 755 6,397 13,041 76 Chinese Mainland 3,547 1,847 2,287 3,315 5,119 12,568 4,486 U.S.A. 18 2 – – – 2 – Total 4,852 6,109 3,916 4,070 11,516 25,611 4,562 (1) The capital commitments represent the Group’s capital commitments of HK$21,049 million plus the Group’s share of the capital commitments of joint venture companies of HK$4,562 million. (2) The Group was committed to funding HK$147 million of the capital commitments of joint venture companies in the Chinese Mainland. 42 Swire Properties Limited Interim Report 2022
FINANCING Summary of Cash Flows Six months ended Year ended 30th June 31st December 2022 2021 2021 HK$M HK$M HK$M Net cash from/(used in) businesses and investments Cash generated from operations 3,933 6,673 7,028 Dividends received 94 50 217 Tax paid (547) (681) (1,635) Net interest paid (301) (289) (565) Net cash used in investing activities (5,118) (4,522) (3,196) (1,939) 1,231 1,849 Cash paid to shareholders and net repayment of external debt Net decrease in borrowings (3,876) (1,918) (2,784) Capital contribution from a non-controlling interest 986 – – Principal elements of lease payments (33) (35) (72) Dividends paid (3,779) (3,630) (5,515) (6,702) (5,583) (8,371) Decrease in cash and cash equivalents (8,641) (4,352) (6,522) During the first half of 2022, net cash used in investing activities principally comprised capital expenditure on investment properties and investments in joint venture companies. Medium Term Note Programme In 2012, Swire Properties MTN Financing Limited, a wholly-owned subsidiary of the Company, established a US$3 billion Medium Term Note (“MTN”) Programme. The aggregate nominal amount of the MTN Programme was increased to US$4 billion in 2017. Notes issued under the MTN Programme are unconditionally and irrevocably guaranteed by the Company. At 30th June 2022, the MTN Programme was rated A by Fitch and (P)A2 by Moody’s, in each case in respect of notes with a maturity of more than one year. The MTN Programme enables the Group to raise money directly from the capital markets. Under the MTN Programme, notes may be issued in US dollars or in other currencies, in various amounts and for various tenors. 43
FINANCING Changes in Financing Financial Information Reviewed by Auditors Analysis of Changes in Financing Six months ended Year ended 30th June 2022 31st December 2021 Loans and Lease Loans and Lease bonds liabilities bonds liabilities HK$M HK$M HK$M HK$M At 1st January 24,601 566 27,257 580 Loans drawn and refinanced 3,254 – 1,400 – Bonds matured (3,923) – (300) – Repayment of loans (3,207) – (3,884) – New leases arranged during the period – 61 – 51 Principal elements of lease payments – (33) – (72) Currency adjustment 98 (22) 85 14 Other non-cash movements 16 1 43 (7) At 30th June/31st December 20,839 573 24,601 566 Net Debt Financial Information Reviewed by Auditors Net debt at 30th June 2022 was HK$15,499 million, compared with HK$10,334 million at 31st December 2021. The increase in net debt principally reflected capital and development expenditure in Hong Kong and the Chinese Mainland. 44 Swire Properties Limited Interim Report 2022
The Group’s borrowings are principally denominated in Hong Kong dollars and US dollars. Outstanding borrowings at 30th June 2022 and 31st December 2021 were as follows: 30th June 31st December 2022 2021 HK$M HK$M Borrowings included in non-current liabilities Bank borrowings – unsecured 3,146 588 Bonds – unsecured 14,868 15,013 Borrowings included in current liabilities Bank borrowings – unsecured 2,625 5,102 Bonds – unsecured 200 3,898 Total borrowings 20,839 24,601 Lease liabilities Included in non-current liabilities 522 517 Included in current liabilities 51 49 Less: short-term deposits and bank balances 5,913 14,833 Net debt 15,499 10,334 Sources of Finance Financial Information Reviewed by Auditors At 30th June 2022, committed loan facilities and debt securities amounted to HK$27,440 million, of which HK$6,500 million (24%) remained undrawn. In addition, the Group had undrawn uncommitted facilities totalling HK$400 million. Sources of funds at 30th June 2022 comprised: Undrawn Undrawn Expiring Within Expiring After Available Drawn One Year One Year HK$M HK$M HK$M HK$M Facilities from third parties Term loans 4,180 3,980 – 200 Revolving loans 8,150 1,850 1,850 4,450 Bonds 15,110 15,110 – – Total committed facilities 27,440 20,940 1,850 4,650 Uncommitted facilities Bank loans and overdrafts 400 – 400 – Total 27,840 20,940 2,250 4,650 Note: The figures above are stated before unamortised loan fees of HK$101 million. 45
FINANCING Maturity Profile and Refinancing The maturity profile of the Group’s available committed facilities is set out below: Total Available M Committed Facilities 9,000 by Matuity 8,000 7,000 6,000 5,000 Facilities from third parties 4,000 Tem ad 3,000 evolvi loas 2,000 ods 1,000 0 2H 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Financial Information Reviewed by Auditors The table below sets forth the maturity profile of the Group’s borrowings: 30th June 2022 31st December 2021 HK$M HK$M Bank borrowings from and bonds issued to third parties due Within 1 year 2,825 14% 9,000 37% 1-2 years 300 1% 199 1% 2-5 years 12,326 59% 8,207 33% After 5 years 5,388 26% 7,195 29% Total 20,839 100% 24,601 100% Less: Amount due within one year included under current liabilities 2,825 9,000 Amount due after one year included under non-current liabilities 18,014 15,601 46 Swire Properties Limited Interim Report 2022
Currency Profile Financial Information Reviewed by Auditors An analysis of the carrying amounts of gross borrowings by currency (after cross-currency swaps) is shown below: 30th June 2022 31st December 2021 HK$M HK$M Currency Hong Kong dollars 17,333 83% 20,747 84% United States dollars 3,506 17% 3,854 16% Total 20,839 100% 24,601 100% Finance Charges Financial Information Reviewed by Auditors At 30th June 2022, 72% of the Group’s gross borrowings were on a fixed rate basis and 28% were on a floating rate basis (31st December 2021: 83% and 17% respectively). Interest charged and earned was as follows: Six months ended Year ended 30th June 31st December 2022 2021 2021 HK$M HK$M HK$M Interest charged on: Bank loans and overdrafts 27 35 61 Bonds 319 325 651 Interest-bearing advances from joint venture companies 7 2 9 Lease liabilities 9 9 18 Net fair value (gains)/losses on derivative instruments Cash flow hedges – transferred (to)/from other comprehensive income (4) 5 14 Cross-currency swaps not qualifying as hedges 1 1 1 Other financing costs 56 71 131 415 448 885 Losses on the movement in the fair value of the liability in respect of a put option in favour of the owner of a non-controlling interest 27 31 64 Capitalised on: Investment properties (191) (135) (293) Properties for sale (83) (17) (49) 168 327 607 Interest income on: Short-term deposits and bank balances (66) (66) (135) Loans to joint venture and associated companies (16) (38) (79) Others (7) (8) (16) (89) (112) (230) Net finance charges 79 215 377 47
FINANCING Gearing Ratio and Interest Cover 30th June 31st December 2022 2021 2021 (1) Gearing ratio 5.3% 3.1% 3.5% Six months ended Year ended 30th June 31st December 2022 2021 2021 (1) Interest cover – times Per financial statements 61.5 11.5 20.8 Underlying 84.4 26.4 33.0 Cash interest cover – times (1) Per financial statements 13.8 6.7 10.9 Underlying 13.5 14.5 15.8 (1) Refer to Glossary on page 75 for definitions. Debt in Joint Venture and Associated Companies In accordance with Hong Kong Financial Reporting Standards, the net debt of the Group reported in the consolidated statement of financial position does not include the net debt of its joint venture and associated companies. These companies had the following net debt positions at 30th June 2022 and 31st December 2021: Net Debt of Joint Venture and Portion of Net Debt Debt Guaranteed by Associated Companies Attributable to the Group the Group 30th June 31st December 30th June 31st December 30th June 31st December 2022 2021 2022 2021 2022 2021 HK$M HK$M HK$M HK$M HK$M HK$M Hong Kong Entities 10,568 10,033 3,577 3,406 2,408 2,265 Chinese Mainland Entities 16,145 16,629 7,632 7,936 1,062 904 U.S.A. and other Entities 459 317 413 396 544 474 Total 27,172 26,979 11,622 11,738 4,014 3,643 If the attributable portion of the net debt in joint venture and associated companies were to be added to the Group’s net debt, gearing would rise to 9.2%. 48 Swire Properties Limited Interim Report 2022
REPORT ON REVIEW OF CONDENSED INTERIM FINANCIAL STATEMENTS To the Board of Directors of Swire Properties Limited (incorporated in Hong Kong with limited liability) Introduction We have reviewed the condensed interim financial statements set out on pages 50 to 72, which comprise the consolidated statement of financial position of Swire Properties Limited (the “Company”) and its subsidiaries (together, the “Group”) as at 30th June 2022 and the related consolidated statement of profit or loss, consolidated statement of other comprehensive income, consolidated statement of cash flows and consolidated statement of changes in equity for the six-month period then ended, and notes, comprising significant accounting policies and other explanatory information. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial statements to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants. The Directors of the Company are responsible for the preparation and presentation of these condensed interim financial statements in accordance with Hong Kong Accounting Standard 34 “Interim Financial Reporting”. Our responsibility is to express a conclusion on these condensed interim financial statements based on our review and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Scope of Review We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Hong Kong Institute of Certified Public Accountants. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the condensed interim financial statements of the Group are not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 “Interim Financial Reporting”. PricewaterhouseCoopers Certified Public Accountants Hong Kong, 11th August 2022 PricewaterhouseCoopers, 22/F Prince’s Building, Central, Hong Kong T: +852 2289 8888, F: +852 2810 9888, www.pwchk.com 49
CONDENSED INTERIM FINANCIAL STATEMENTS Consolidated Statement of Profit or Loss For the six months ended 30th June 2022 – unaudited Unaudited Audited Six months ended Year ended 30th June 31st December 2022 2021 2021 Note HK$M HK$M HK$M Revenue 4 6,698 9,068 15,891 Cost of sales 5 (1,693) (3,462) (5,369) Gross profit 5,005 5,606 10,522 Administrative and selling expenses (828) (871) (1,888) Other operating expenses (107) (101) (200) Other net gains 6 89 358 1,231 Gain on disposal of subsidiary companies – – 121 Change in fair value of investment properties 13 701 (2,525) (1,947) Operating profit 4,860 2,467 7,839 Finance charges (168) (327) (607) Finance income 89 112 230 Net finance charges 8 (79) (215) (377) Share of profit less losses of joint venture companies 509 859 1,870 Share of profit less losses of associated companies (36) (42) (82) Profit before taxation 5,254 3,069 9,250 Taxation 9 (817) (979) (1,961) Profit for the period 4,437 2,090 7,289 Profit for the period attributable to: The Company’s shareholders 4,319 1,984 7,121 Non-controlling interests 118 106 168 4,437 2,090 7,289 HK$ HK$ HK$ Earnings per share from profit attributable to the Company’s shareholders (basic and diluted) 11 0.74 0.34 1.22 The above consolidated statement of profit or loss should be read in conjunction with the accompanying notes. 50 Swire Properties Limited Interim Report 2022
Consolidated Statement of Other Comprehensive Income For the six months ended 30th June 2022 – unaudited Unaudited Audited Six months ended Year ended 30th June 31st December 2022 2021 2021 HK$M HK$M HK$M Profit for the period 4,437 2,090 7,289 Other comprehensive income Items that will not be reclassified to profit or loss Revaluation of properties previously occupied by the Group – gains recognised during the period – 54 94 – deferred tax – – (4) Defined benefit plans – remeasurement losses recognised during the period – – (26) – deferred tax – – 4 – 54 68 Items that may be reclassified subsequently to profit or loss Cash flow hedges – gains/(losses) recognised during the period 58 (49) (38) – transferred (from)/to net finance charges (4) 5 14 – transferred from operating profit (1) – – – deferred tax (9) 7 4 Share of other comprehensive income of joint venture and associated companies (924) 233 561 Net translation differences on foreign operations recognised during the period (1,686) 459 1,095 (2,566) 655 1,636 Other comprehensive income for the period, net of tax (2,566) 709 1,704 Total comprehensive income for the period 1,871 2,799 8,993 Total comprehensive income attributable to: The Company’s shareholders 1,790 2,684 8,802 Non-controlling interests 81 115 191 1,871 2,799 8,993 The above consolidated statement of other comprehensive income should be read in conjunction with the accompanying notes. 51
CONDENSED INTERIM FINANCIAL STATEMENTS Consolidated Statement of Financial Position At 30th June 2022 – unaudited Unaudited Audited 30th June 31st December 2022 2021 Note HK$M HK$M ASSETS AND LIABILITIES Non-current assets Property, plant and equipment 12 3,254 3,381 Investment properties 13 271,140 267,959 Intangible assets 14 190 203 Right-of-use assets 15 2,428 2,442 Properties held for development 1,215 1,207 Joint venture companies 16 22,236 21,999 Loans due from joint venture companies 16 15,233 15,619 Associated companies 17 424 461 Loans due from associated companies 17 29 – Derivative financial instruments 19 229 133 Deferred tax assets 24 80 78 Financial assets at fair value through profit or loss 460 439 Other financial assets at amortised cost 514 522 317,432 314,443 Current assets Properties for sale 6,554 6,411 Stocks 73 71 Trade and other receivables 20 2,872 2,805 Amount due from immediate holding company – Swire Pacific Limited 21 – 1 Derivative financial instruments 19 – 19 Cash and cash equivalents 5,913 14,833 15,412 24,140 Assets classified as held for sale 25 2,227 1,740 17,639 25,880 Current liabilities Trade and other payables 22 8,829 9,339 Contract liabilities 92 120 Taxation payable 405 348 Derivative financial instruments 19 – 7 Long-term loans and bonds due within one year 2,825 9,000 Lease liabilities due within one year 23 51 49 12,202 18,863 Net current assets 5,437 7,017 Total assets less current liabilities 322,869 321,460 Non-current liabilities Long-term loans and bonds 18,014 15,601 Long-term lease liabilities 23 522 517 Other payables 22 125 150 Deferred tax liabilities 24 10,763 10,847 Retirement benefit liabilities 209 187 29,633 27,302 NET ASSETS 293,236 294,158 EQUITY Share capital 26 10,449 10,449 Reserves 27 279,752 281,706 Equity attributable to the Company’s shareholders 290,201 292,155 Non-controlling interests 28 3,035 2,003 TOTAL EQUITY 293,236 294,158 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 52 Swire Properties Limited Interim Report 2022
Consolidated Statement of Cash Flows For the six months ended 30th June 2022 – unaudited Unaudited Audited Six months ended Year ended 30th June 31st December 2022 2021 2021 HK$M HK$M HK$M Operating activities Cash generated from operations 3,933 6,673 7,028 Interest paid (368) (385) (768) Interest received 67 96 203 Tax paid (547) (681) (1,635) 3,085 5,703 4,828 Dividends received from joint venture and associated companies and financial assets at fair value through other comprehensive income 94 50 217 Net cash from operating activities 3,179 5,753 5,045 Investing activities Purchase of property, plant and equipment (73) (102) (180) Additions of investment properties (5,027) (1,504) (3,860) Purchase of intangible assets (11) (9) (52) Proceeds from disposal of property, plant and equipment – – 889 Proceeds from disposal of investment properties 412 790 2,869 Proceeds from disposal of subsidiary companies, net of cash disposed of 4 20 212 Proceeds from disposal of financial assets at fair value through profit or loss – 973 973 Purchase of shares in joint venture companies (650) – – Purchase of financial assets at fair value through profit or loss (20) (376) (390) Equity to joint venture companies (144) (3,978) (3,986) Loans to joint venture companies (129) (1,025) (787) Repayment of loans by joint venture companies 577 387 613 Advances from joint venture companies – 274 479 Repayment of advances from joint venture companies (25) – – Loans to associated companies (29) – – Decrease in deposits maturing after three months – 30 30 Initial leasing costs incurred (3) (2) (6) Net cash used in investing activities (5,118) (4,522) (3,196) Net cash (outflow)/inflow before financing activities (1,939) 1,231 1,849 Financing activities Loans drawn and refinanced 3,254 300 1,400 Repayment of loans and bonds (7,130) (2,218) (4,184) Principal elements of lease payments (33) (35) (72) (3,909) (1,953) (2,856) Capital contribution from a non-controlling interest 986 – – Dividends paid to the Company’s shareholders (3,744) (3,569) (5,383) Dividends paid to non-controlling interests (35) (61) (132) Net cash used in financing activities (6,702) (5,583) (8,371) Decrease in cash and cash equivalents (8,641) (4,352) (6,522) Cash and cash equivalents at 1st January 14,833 21,202 21,202 Effect of exchange differences (279) 67 153 Cash and cash equivalents at end of the period 5,913 16,917 14,833 Represented by: Bank balances and short-term deposits maturing within three months 5,913 16,917 14,833 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 53
CONDENSED INTERIM FINANCIAL STATEMENTS Consolidated Statement of Changes in Equity For the six months ended 30th June 2022 – unaudited Attributable to the Company’s shareholders Non- Share Revenue Other controlling Total capital reserve reserves Total interests equity HK$M HK$M HK$M HK$M HK$M HK$M At 1st January 2022 10,449 277,961 3,745 292,155 2,003 294,158 Profit for the period – 4,319 – 4,319 118 4,437 Other comprehensive income – – (2,529) (2,529) (37) (2,566) Total comprehensive income for the period – 4,319 (2,529) 1,790 81 1,871 Capital contribution from a non-controlling interest – – – – 986 986 Dividends paid – (3,744) – (3,744) (35) (3,779) At 30th June 2022 (unaudited) 10,449 278,536 1,216 290,201 3,035 293,236 Attributable to the Company’s shareholders Non- Share Revenue Other controlling Total capital reserve reserves Total interests equity HK$M HK$M HK$M HK$M HK$M HK$M At 1st January 2021 10,449 276,245 2,042 288,736 1,944 290,680 Profit for the period – 1,984 – 1,984 106 2,090 Other comprehensive income – – 700 700 9 709 Total comprehensive income for the period – 1,984 700 2,684 115 2,799 Dividends paid – (3,569) – (3,569) (61) (3,630) At 30th June 2021 (unaudited) 10,449 274,660 2,742 287,851 1,998 289,849 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 54 Swire Properties Limited Interim Report 2022
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS 1. Segment Information The Group is organised on a divisional basis: Property investment, Property trading and Hotels. The reportable segments within each of the three divisions are classified according to the nature of the business. (a) Analysis of consolidated statement of profit or loss Operating profit/ Share of Profit/ (losses) profit less Share of (Losses) after losses of profit less Profit/ Profit/ attributable Inter- depreciation Net joint losses of (Losses) (Losses) to the External segment and finance venture associated before for the Company’s revenue revenue amortisation charges companies companies taxation period shareholders HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M Six months ended 30th June 2022 Property investment 6,053 1 4,078 (79) 597 – 4,596 3,972 3,928 Property trading 383 – 218 – (9) 13 222 151 151 Hotels 262 1 (137) – (13) (49) (199) (179) (178) Change in fair value of investment properties – – 701 – (66) – 635 493 418 Inter-segment elimination – (2) – – – – – – – Total 6,698 – 4,860 (79) 509 (36) 5,254 4,437 4,319 Six months ended 30th June 2021 Property investment 6,247 2 4,605 (198) 518 – 4,925 4,238 4,179 Property trading 2,394 – 496 (10) 128 – 614 621 618 Hotels 427 2 (109) (7) (48) (42) (206) (186) (186) Change in fair value of investment properties – – (2,525) – 261 – (2,264) (2,583) (2,627) Inter-segment elimination – (4) – – – – – – – Total 9,068 – 2,467 (215) 859 (42) 3,069 2,090 1,984 Year ended 31st December 2021 Property investment 12,554 3 9,468 (353) 1,006 – 10,121 8,771 8,663 Property trading 2,443 – 492 (10) 120 – 602 604 601 Hotels 894 4 (174) (14) (70) (82) (340) (309) (307) Change in fair value of investment properties – – (1,947) – 814 – (1,133) (1,777) (1,836) Inter-segment elimination – (7) – – – – – – – Total 15,891 – 7,839 (377) 1,870 (82) 9,250 7,289 7,121 Note: Sales between business segments are accounted for at competitive prices charged to unaffiliated customers for similar goods and services. 55
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS 1. Segment Information (continued) (b) Analysis of total assets of the Group Joint Bank Segment venture Associated deposits Total assets companies* companies* and cash assets HK$M HK$M HK$M HK$M HK$M At 30th June 2022 Property investment 278,793 33,200 – 5,310 317,303 Property trading 8,208 2,721 232 492 11,653 Hotels 4,235 1,548 221 111 6,115 Total 291,236 37,469 453 5,913 335,071 At 31st December 2021 Property investment 274,779 33,492 – 14,161 322,432 Property trading 8,058 2,717 219 548 11,542 Hotels 4,574 1,409 242 124 6,349 Total 287,411 37,618 461 14,833 340,323 * The assets relating to joint venture and associated companies include the loans due from these companies. (c) Analysis of total liabilities and non-controlling interests of the Group Current and Non- Segment deferred tax External Lease Total controlling liabilities liabilities borrowings liabilities liabilities interests HK$M HK$M HK$M HK$M HK$M HK$M At 30th June 2022 Property investment 7,706 11,148 15,045 573 34,472 2,999 Property trading 1,406 20 5,435 – 6,861 2 Hotels 143 – 359 – 502 34 Total 9,255 11,168 20,839 573 41,835 3,035 At 31st December 2021 Property investment 8,303 11,174 18,839 566 38,882 1,969 Property trading 1,336 21 5,412 – 6,769 2 Hotels 164 – 350 – 514 32 Total 9,803 11,195 24,601 566 46,165 2,003 (d) Analysis of external revenue of the Group – timing of revenue recognition Rental At a point income in time Over time on leases Total HK$M HK$M HK$M HK$M Six months ended 30th June 2022 Property investment – 50 6,003 6,053 Property trading 383 – – 383 Hotels 153 109 – 262 Total 536 159 6,003 6,698 Six months ended 30th June 2021 Property investment – 50 6,197 6,247 Property trading 2,394 – – 2,394 Hotels 219 208 – 427 Total 2,613 258 6,197 9,068 There are no significant differences from the last annual financial statements in the basis of segmentation or in the basis of measurement of segment profit or loss. 56 Swire Properties Limited Interim Report 2022
2. Basis of Preparation (a) The unaudited condensed interim financial statements have been prepared in accordance with Hong Kong Accounting Standard (“HKAS”) 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of The Listing Rules of The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The unaudited condensed interim financial statements are set out on pages 50 to 72 and also include the “Financial Information Reviewed by Auditors” in the Financing section on pages 43 to 48. The financial information relating to the year ended 31st December 2021 that is included in this document as comparative information does not constitute the Company’s statutory annual consolidated financial statements for that year but is derived from those financial statements. The non-statutory accounts (within the meaning of section 436 of the Companies Ordinance (Cap. 622) (the “Ordinance”)) in this document are not specified financial statements (within such meaning). The specified financial statements for the year ended 31st December 2021 have been delivered to the Registrar of Companies in Hong Kong in accordance with section 664 of the Ordinance. The Company’s auditor has reported on those specified financial statements. That report was not qualified or otherwise modified, did not refer to any matter to which the auditor drew attention by way of emphasis without qualifying the report and did not contain a statement under section 406(2) or 407(2) or (3) of the Ordinance. The accounting policies and methods of computation and presentation used in the preparation of the condensed interim financial statements are consistent with those described in the 2021 annual financial statements except for those noted in 2(b) and 2(c) below. (b) The following revised standards were adopted by the Group effective from 1st January 2022: Accounting Guideline 5 (Revised) Merger Accounting for Common Control Combinations Annual improvements project Annual Improvements to HKFRSs 2018-2020 Amendments to HKFRS 3, HKAS 16 and HKAS 37 Narrow-scope Amendments None of the revised standards had a significant effect on the Group’s financial statements or accounting policies. (c) The preparation of the condensed interim financial statements in conformity with HKFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgements in the process of applying the Group’s accounting policies. Those areas involving a higher degree of judgements or complexity and areas where assumptions and estimates are significant to the Group’s consolidated financial statements are detailed in the 2021 annual financial statements. 57
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS 3. Financial Risk Management In the normal course of business the Group is exposed to financial risks attributable to interest rates, currencies, credit and liquidity. The condensed interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s 2021 annual financial statements. There have been no changes in the Group’s financial risk management structure, policies and procedures since the year end. 4. Revenue Revenue represents sales by the Company and its subsidiary companies to external customers and comprises: Six months ended Year ended 30th June 31st December 2022 2021 2021 HK$M HK$M HK$M Gross rental income from investment properties 6,003 6,197 12,452 Property trading 383 2,394 2,443 Hotels 262 427 894 Rendering of other services 50 50 102 6,698 9,068 15,891 5. Cost of Sales Six months ended Year ended 30th June 31st December 2022 2021 2021 HK$M HK$M HK$M Direct rental outgoings in respect of investment properties 1,204 1,214 2,630 Property trading 155 1,815 1,856 Hotels 334 433 883 1,693 3,462 5,369 58 Swire Properties Limited Interim Report 2022
6. Other Net Gains Six months ended Year ended 30th June 31st December 2022 2021 2021 HK$M HK$M HK$M Gains on disposal of investment properties 27 302 1,028 (Losses)/Gains on disposal of property, plant and equipment – (1) 9 Gains on disposal of assets classified as held for sale 4 – 36 Change in fair value of assets classified as held for sale 49 4 42 Change in fair value of financial assets at fair value through profit or loss – – (12) Net foreign exchange (losses)/gains (30) 32 60 Government subsidies 13 4 15 Others 26 17 53 89 358 1,231 7. Expenses by Nature Expenses included in cost of sales, administrative and selling expenses, and other operating expenses are analysed as follows: Six months ended Year ended 30th June 31st December 2022 2021 2021 HK$M HK$M HK$M Depreciation of property, plant and equipment (note 12) 116 142 273 Depreciation of right-of-use assets – leasehold land held for own use 13 13 27 – property 18 19 38 Amortisation of – intangible assets (note 14) 25 23 47 – initial leasing costs in respect of investment properties 16 19 35 Staff costs 1,059 1,019 1,965 Other lease expenses* 16 15 32 * These expenses include expenses relating to short-term leases and leases of low-value assets, net of rent concessions received (nil for the six months ended 30th June 2022 and 30th June 2021; year ended 31st December 2021: HK$1 million). They are directly charged to the consolidated statement of profit or loss and are not included in the measurement of lease liabilities under HKFRS 16. 59
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS 8. Net Finance Charges Refer to the table with the heading “Financial Information Reviewed by Auditors” on page 47 for details of the Group’s net finance charges. 9. Taxation Six months ended Year ended 30th June 31st December 2022 2021 2021 HK$M HK$M HK$M Current taxation Hong Kong profits tax 288 366 780 Overseas tax 328 298 627 (Over)/Under-provisions in prior years (3) 7 4 613 671 1,411 Deferred taxation (note 24) Change in fair value of investment properties (33) 193 437 Origination and reversal of temporary differences 240 115 113 Effect of change in tax rate in the U.S.A. (3) – – 204 308 550 817 979 1,961 Hong Kong profits tax is calculated at 16.5% (2021: 16.5%) on the estimated assessable profits for the period. Overseas tax is calculated at tax rates applicable in jurisdictions in which the Group is assessable for tax. The Group’s share of joint venture companies’ tax charges for the six months ended 30th June 2022 of HK$168 million (30th June 2021: HK$264 million; year ended 31st December 2021: HK$538 million) and share of associated companies’ tax charges for the six months ended 30th June 2022 of HK$5 million (30th June 2021: tax credits of HK$11 million; year ended 31st December 2021: tax credits of HK$14 million) respectively are included in the share of profit less losses of joint venture and associated companies shown in the consolidated statement of profit or loss. 60 Swire Properties Limited Interim Report 2022
10. Dividends Six months ended Year ended 30th June 31st December 2022 2021 2021 HK$M HK$M HK$M First interim dividend declared on 11th August 2022 of HK$0.32 per share (2021 first interim dividend paid on 5th October 2021: HK$0.31) 1,872 1,814 1,814 Second interim dividend paid on 5th May 2022 of HK$0.64 per share – – 3,744 1,872 1,814 5,558 The first interim dividend is not accounted for in the condensed interim financial statements because it had not been declared at the period end date. The Directors have declared a first interim dividend of HK$0.32 (2021: HK$0.31) per share for the year ending 31st December 2022. The first interim dividend, which totals HK$1,872 million (2021: HK$1,814 million), will be paid on Thursday, 6th October 2022 to shareholders registered at the close of business on the record date, being Friday, 9th September 2022. Shares of the Company will be traded ex-dividend as from Wednesday, 7th September 2022. The register of members will be closed on Friday, 9th September 2022, during which day no transfer of shares will be effected. In order to qualify for entitlement to the first interim dividend, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrars, Computershare Hong Kong Investor Services Limited, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 8th September 2022. 61
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS 11. Earnings Per Share (Basic and Diluted) Earnings per share is calculated by dividing the profit attributable to the Company’s shareholders for the period ended 30th June 2022 of HK$4,319 million (30th June 2021: HK$1,984 million; year ended 31st December 2021: HK$7,121 million) by the weighted average number of 5,850,000,000 ordinary shares in issue during the period (30th June 2021 and 31st December 2021: 5,850,000,000 ordinary shares). 12. Property, Plant and Equipment Property, plant and equipment HK$M Cost: At 1st January 2022 6,285 Translation differences (110) Additions 45 Disposals (3) At 30th June 2022 6,217 Accumulated depreciation and impairment: At 1st January 2022 2,904 Translation differences (54) Charge for the period (note 7) 116 Disposals (3) At 30th June 2022 2,963 Net book value: At 30th June 2022 3,254 At 1st January 2022 3,381 Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 62 Swire Properties Limited Interim Report 2022
13. Investment Properties Under Completed Development Total HK$M HK$M HK$M At 1st January 2022 236,703 31,112 267,815 Translation differences (1,633) (33) (1,666) Additions 491 4,739 5,230 Cost written back (267) (52) (319) Disposals (222) – (222) Transfer between categories 105 (105) – Net transfers to right-of-use assets – (7) (7) Transfer to assets classified as held for sale (523) – (523) Net fair value (losses)/gains (573) 1,274 701 234,081 36,928 271,009 Add: Initial leasing costs 131 – 131 At 30th June 2022 234,212 36,928 271,140 At 1st January 2022 (including initial leasing costs) 236,847 31,112 267,959 14. Intangible Assets Computer Software Others Total HK$M HK$M HK$M Cost: At 1st January 2022 263 205 468 Translation differences – 1 1 Additions 11 – 11 At 30th June 2022 274 206 480 Accumulated amortisation: At 1st January 2022 163 102 265 Amortisation for the period (note 7) 15 10 25 At 30th June 2022 178 112 290 Net book value: At 30th June 2022 96 94 190 At 1st January 2022 100 103 203 63
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS 15. Right-of-use Assets The Group (acting as lessee) leases land, offices, warehouses and equipment. Except for certain long-term leasehold land in Hong Kong, rental contracts are typically made for fixed periods of 1 to 50 years but may have extension and early termination options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The recognised right-of-use assets relate to the following types of assets: 30th June 31st December 2022 2021 HK$M HK$M Leasehold land held for own use 2,361 2,367 Property 67 75 2,428 2,442 Additions to right-of-use assets during the six months ended 30th June 2022 were HK$9 million (30th June 2021: Nil; year ended 31st December 2021: HK$5 million). During the six months ended 30th June 2022, total cash outflow for leases was included in the consolidated statement of cash flows as (a) interest paid of HK$9 million (30th June 2021: HK$9 million; year ended 31st December 2021: HK$18 million) under “operating activities”, (b) payment for short-term and low-value assets leases of HK$16 million (30th June 2021: HK$15 million; year ended 31st December 2021: HK$32 million) under “operating activities” and (c) principal elements of lease payments of HK$33 million (30th June 2021: HK$35 million; year ended 31st December 2021: HK$72 million) under “financing activities”. 16. Joint Venture Companies 30th June 31st December 2022 2021 HK$M HK$M Share of net assets, unlisted 22,236 21,999 Loans due from joint venture companies less provisions – Interest-free 13,209 13,426 – Interest-bearing 2,024 2,193 15,233 15,619 17. Associated Companies 30th June 31st December 2022 2021 HK$M HK$M Share of net assets, unlisted 424 461 Loans due from associated companies less provisions – Interest-free 9 – – Interest-bearing 20 – 29 – 64 Swire Properties Limited Interim Report 2022
18. Fair Value Measurement of Financial Instruments (a) Financial instruments that are measured at fair value are included in the following fair value hierarchy: Total carrying Level 2 Level 3 amount HK$M HK$M HK$M Assets as per consolidated statement of financial position At 30th June 2022 Derivatives used for hedging (note 19) 229 – 229 Financial assets at fair value through profit or loss – Unlisted equity investments – 460 460 229 460 689 At 31st December 2021 Derivatives used for hedging (note 19) 152 – 152 Financial assets at fair value through profit or loss – Unlisted equity investments – 439 439 152 439 591 Liabilities as per consolidated statement of financial position At 30th June 2022 Derivatives used for hedging (note 19) – – – Put option in respect of a non-controlling interest (note 22) – 569 569 – 569 569 At 31st December 2021 Derivatives used for hedging (note 19) 7 – 7 Put option in respect of a non-controlling interest (note 22) – 551 551 7 551 558 Notes: The levels in the hierarchy represent the following: Level 2 – Financial instruments measured at fair value using inputs other than quoted prices but where those inputs are based on observable market data. Level 3 – Financial instruments measured at fair value using inputs not based on observable market data. There were no transfers of financial instruments between the levels in the fair value hierarchy. The change in level 3 financial instruments for the period ended 30th June 2022 is as follows: Financial assets at Put option in respect fair value through of a non-controlling profit or loss interest HK$M HK$M At 1st January 2022 439 551 Translation differences – 3 Additions 21 – Distributions during the period – (12) Change in fair value recognised as net finance charges* – 27 At 30th June 2022 460 569 * Including unrealised losses recognised on balances held at 30th June 2022 – 27 65
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS 18. Fair Value Measurement of Financial Instruments (continued) There has been no change in valuation techniques for Level 2 and Level 3 fair value hierarchy classifications. The fair value of derivatives used for hedging in Level 2 has been based on quotes from market makers or alternative market participants supported by observable inputs. The most significant observable inputs are market interest rates, exchange rates and yields. The fair value of unlisted investments classified within Level 3 is determined using a discounted cash flow valuation technique. The significant unobservable inputs used are expected future growth rates and discount rates. Changing these unobservable inputs based on reasonable alternative assumptions would not significantly change the valuation of the investments. The fair value estimate of the put option over a non-controlling interest in the U.S.A. classified within Level 3 is determined using a discounted cash flow valuation technique and contains a number of unobservable inputs, including the expected fair value of the associated investment property at the expected time of exercise, the expected time of exercise itself and the discount rate used. The expected time of exercise is in 2023 and the discount rate used is 6.3% (31st December 2021: 6.3%). The investment property’s fair value at the expected time of exercise is itself subject to a number of unobservable inputs which are similar to the inputs for the Group’s other completed investment properties, including the expected fair market rent and the expected capitalisation rate. If the investment property’s expected fair value at the time of exercise is higher, the fair value of the put option would also be higher at 30th June 2022. If the expected time of exercise is later or if the discount rate is higher, the fair value of the put option would be lower. The opposite is true for an earlier time of exercise or a lower discount rate. (b) Fair values of financial assets and liabilities carried at other than fair value The carrying amounts of the Group’s financial assets and liabilities carried at amortised cost are not materially different from their fair values at 30th June 2022 and 31st December 2021 except for the following financial liabilities, for which their carrying amounts and fair values are disclosed below: 30th June 2022 31st December 2021 Carrying amount Fair value Carrying amount Fair value HK$M HK$M HK$M HK$M Long-term loans and bonds 20,839 20,413 24,601 25,461 66 Swire Properties Limited Interim Report 2022
19. Derivative Financial Instruments The Group uses derivative financial instruments solely for management of an underlying risk. The Group minimises its exposure to market risk since gains and losses on derivatives offset the losses and gains on the assets, liabilities or transactions being hedged. It is the Group’s policy not to enter into derivative transactions for speculative purposes. 30th June 2022 31st December 2021 Assets Liabilities Assets Liabilities HK$M HK$M HK$M HK$M Interest rate and cross-currency swaps – cash flow hedges – due within one year – – 19 7 – due after one year 229 – 133 – 20. Trade and Other Receivables 30th June 31st December 2022 2021 HK$M HK$M Trade debtors 378 396 Prepayments and accrued income 123 81 Amount due from a fellow subsidiary company 6 – Other receivables 2,365 2,328 2,872 2,805 The analysis of the age of trade debtors at the end of the period (based on the invoice date) is as follows: 30th June 31st December 2022 2021 HK$M HK$M Up to 3 months 325 338 Between 3 and 6 months 29 24 Over 6 months 24 34 378 396 There is no concentration of credit risk with respect to trade and other receivables, as the Group has a large number of customers. The Group does not grant any credit terms to its customers, except to corporate customers in the hotel division where commercial trade credit terms are given. 67
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS 21. Amount Due from Immediate Holding Company – Swire Pacific Limited The amount due from immediate holding company is unsecured, interest-free and repayable within one year. 22. Trade and Other Payables 30th June 31st December 2022 2021 HK$M HK$M Trade creditors 583 721 Rental deposits from tenants 2,781 2,782 Deposits received on sale of investment properties 8 10 Put option in respect of a non-controlling interest 569 551 Other current payables Accrued capital expenditure 1,092 1,363 Amounts due to intermediate holding company 111 100 Amount due to a joint venture company 61 – Amounts due to an associated company – 5 Interest-bearing advances from joint venture companies 442 479 Advances from a non-controlling interest 1,135 1,130 Others 2,172 2,348 5,013 5,425 8,954 9,489 Amounts due after one year included under non-current liabilities (125) (150) 8,829 9,339 The analysis of the age of trade creditors at the end of the period is as follows: 30th June 31st December 2022 2021 HK$M HK$M Up to 3 months 583 721 23. Lease Liabilities 30th June 31st December 2022 2021 HK$M HK$M Maturity profile at the end of the period is as follows: Within 1 year 51 49 Between 1 and 2 years 55 53 Between 2 and 5 years 155 126 Over 5 years 312 338 573 566 68 Swire Properties Limited Interim Report 2022
24. Deferred Taxation The movement on the net deferred tax liabilities account is as follows: HK$M At 1st January 2022 10,769 Translation differences (299) Charged to profit or loss (note 9) 204 Charged to other comprehensive income 9 At 30th June 2022 10,683 Represented by: Deferred tax assets (80) Deferred tax liabilities 10,763 10,683 25. Assets Classified as Held for Sale Assets classified as held for sale represent the Group’s 100% interest in investment properties comprising 1,164 car parking spaces and 196 motorcycle parking spaces in stages I to IX of the Taikoo Shing residential development in Hong Kong. The spaces in stage VI were offered to registered owners at Taikoo Shing in the fourth quarter of 2020, and the Group offered further car parking spaces in stages II to IV and VII to IX in batches during 2021. The Group also offered car parking spaces in stages I and V during the period. 26. Share Capital Company 30th June 31st December 2022 2021 HK$M HK$M Issued and fully paid with no par value: At 30th June 2022 and 31st December 2021 5,850,000,000 ordinary shares 10,449 10,449 There was no purchase, sale or redemption by the Company, or any of its subsidiaries, of the Company’s shares during the period. 69
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS 27. Reserves Property Cash flow Revenue Merger revaluation hedge Translation reserve* reserve reserve reserve reserve Total HK$M HK$M HK$M HK$M HK$M HK$M At 1st January 2022 277,961 (1,108) 2,005 28 2,820 281,706 Profit for the period 4,319 – – – – 4,319 Other comprehensive income Cash flow hedges – gains recognised during the period – – – 58 – 58 – transferred from net finance charges – – – (4) – (4) – transferred from operating profit – – – (1) – (1) – deferred tax – – – (9) – (9) Share of other comprehensive income of joint venture and associated companies – – – 6 (930) (924) Net translation differences on foreign operations recognised during the period – – – – (1,649) (1,649) Total comprehensive income for the period 4,319 – – 50 (2,579) 1,790 2021 second interim dividend (note 10) (3,744) – – – – (3,744) At 30th June 2022 278,536 (1,108) 2,005 78 241 279,752 * The Group’s revenue reserve at 30th June 2022 includes HK$1,872 million representing the declared first interim dividend for the year ending 31st December 2022 (31st December 2021: HK$3,744 million representing the second interim dividend for 2021) (note 10). 28. Non-controlling Interests The movement of non-controlling interests during the period is as follows: HK$M At 1st January 2022 2,003 Share of profit less losses for the period 118 Share of translation differences on foreign operations (37) Share of total comprehensive income for the period 81 Capital contribution from a non-controlling interest 986 Dividends paid and payable (35) At 30th June 2022 3,035 70 Swire Properties Limited Interim Report 2022
29. Capital Commitments 30th June 31st December 2022 2021 HK$M HK$M The Group’s outstanding capital commitments at the end of the period in respect of: Property, plant and equipment Contracted but not provided for 13 13 Authorised by Directors but not contracted for 352 356 Investment properties Contracted but not provided for 3,787 4,541 Authorised by Directors but not contracted for 16,897 10,924 21,049 15,834 The Group’s share of capital commitments of joint venture companies at the end of the period* Contracted but not provided for 541 150 Authorised by Directors but not contracted for 4,021 4,700 4,562 4,850 * of which the Group is committed to funding HK$147 million (31st December 2021: HK$1,146 million). 30. Contingencies Guarantees outstanding at the end of the period in respect of bank loans and other liabilities of joint venture companies totalled HK$4,014 million (31st December 2021: HK$3,643 million). Bank guarantees given in lieu of utility deposits and other liabilities totalled HK$78 million at the end of the period (31st December 2021: HK$76 million). 31. Related Party Transactions There is an agreement for services (“Services Agreement”), in respect of which John Swire & Sons (H.K.) Limited (“JS&SHK”), an intermediate holding company, provides services to various companies in the Group and under which costs are reimbursed and fees payable. In return for these services, JS&SHK receives annual fees calculated as 2.5% of the Group’s relevant consolidated profit before taxation and non-controlling interests after certain adjustments. The Services Agreement (as amended and restated on 9th August 2019) was renewed on 1st October 2019 for three years expiring on 31st December 2022. For the six months ended 30th June 2022, service fees payable amounted to HK$107 million (30th June 2021: HK$101 million). Expenses of HK$51 million (30th June 2021: HK$49 million) were reimbursed at cost; in addition, HK$43 million (30th June 2021: HK$42 million) in respect of shared administrative services was reimbursed. 71
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS 31. Related Party Transactions (continued) Under a tenancy framework agreement (the “Tenancy Framework Agreement”) between JS&SHK, Swire Pacific Limited and the Company dated 14th August 2014, members of the Group enter into tenancy agreements with members of the JS&SHK group and members of the Swire Pacific group from time to time on normal commercial terms based on prevailing market rentals. The Tenancy Framework Agreement was renewed on 1st October 2021 for a further term of three years expiring on 31st December 2024. For the six months ended 30th June 2022, the aggregate rentals payable to the Group by members of the JS&SHK group and members of the Swire Pacific group under tenancies to which the Tenancy Framework Agreement applies amounted to HK$57 million (30th June 2021: HK$56 million) and HK$22 million (30th June 2021: HK$22 million) respectively. The above transactions under the Services Agreement and the Tenancy Framework Agreement are continuing connected transactions, in respect of which the Company has complied with the disclosure requirements of Chapter 14A of the Listing Rules. The following is a summary of significant transactions between the Group and related parties (including transactions under the Tenancy Framework Agreement), which were carried out in the normal course of the Group’s business, in addition to those transactions disclosed elsewhere in the financial statements. For the six months ended 30th June Joint venture Fellow subsidiary Immediate Intermediate Other related companies companies holding company holding company parties 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Note HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M Purchases of goods (a) – – – – – – – – – 1 Purchases of services (a) – – 14 14 – – – – – – Rendering of services (a) 28 25 – – – – 1 1 – 1 Rental revenue (b) – – 17 16 5 6 57 56 – – Rental expenses (b) 4 3 – – – – – – – – Revenue from hotels 4 10 – – – – – – 42 12 Interest income (c) 16 38 – – – – – – – – Interest charges (c) 7 2 – – – – – – – – Notes: (a) Purchase of goods and rendering of services from and to related parties were conducted in the normal course of business at prices and on terms no less favourable to the Group than those charged by/to and contracted with other suppliers/customers of the Group. (b) The Group has, in the normal course of its business, entered into lease agreements with related parties to lease premises for varying periods up to six years. The leases were entered into on normal commercial terms. (c) Loans advanced to joint venture and associated companies at 30th June 2022 are disclosed in notes 16 and 17. Advances from joint venture and associated companies are disclosed in note 22. The amount due from the immediate holding company at 31st December 2021 was HK$1 million. The balance arises in the normal course of business, is non-interest- bearing and repayable within one year. 72 Swire Properties Limited Interim Report 2022
SUPPLEMENTARY INFORMATION Corporate Governance The Company complied with all the code provisions set out in the Corporate Governance Code (the “CG Code”) contained in Part 2 of Appendix 14 to the Listing Rules throughout the accounting period covered by the interim report. During 2021, The Stock Exchange of Hong Kong Limited consulted on changes to the CG Code and related Listing Rules. The changes are applicable to financial years commencing on or after 1st January 2022 and relevant changes will be reflected in the Company’s 2022 Annual Report. The Company has adopted codes of conduct regarding securities transactions by Directors and by relevant employees (as defined in the CG Code) on terms no less exacting than the required standard set out in the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) set out in Appendix 10 to the Listing Rules. On specific enquiries made, all Directors have confirmed that, in respect of the accounting period covered by the interim report, they have complied with the required standard set out in the Model Code and the Company’s code of conduct regarding Directors’ securities transactions. The interim results have been reviewed by the Audit Committee of the Company and by the external auditors. Share Capital There was no purchase, sale or redemption by the Company, or any of its subsidiaries, of the Company’s shares during the period. Directors’ Particulars Changes in the particulars of the Directors are set out as follows: 1. R.S.K. Lim retired as an Independent Non-Executive Director of Raffles Medical Group Ltd with effect from 25th April 2022. Directors’ Interests At 30th June 2022, the register maintained under Section 352 of the Securities and Futures Ordinance (“SFO”) showed that Directors held the following interests in the shares of Swire Properties Limited and its associated corporations (within the meaning of Part XV of the SFO), John Swire & Sons Limited and Swire Pacific Limited: Capacity Beneficial Interest Percentage Swire Properties Limited Trust Total No. of Voting Personal Family Interest of Shares Shares (%) Note L.K.L. Cheng 1,000 – – 1,000 0.00002 M.B. Swire – – 1,148,812 1,148,812 0.01964 (3) 73
SUPPLEMENTARY INFORMATION Directors’ Interests (continued) Percentage of Issued Capacity Share Capital Beneficial Interest (comprised John Swire & Sons Limited Trust Total No. in the class) Personal Family Interest of Shares (%) Note Ordinary Shares of £1 N.A.H. Fenwick – – 3,136,000 3,136,000 3.14 (1) M.B. Swire 2,693,550 130,000 17,293,967 20,117,517 20.12 (2) 8% Cum. Preference Shares of £1 N.A.H. Fenwick – – 2,822,400 2,822,400 3.14 (1) M.B. Swire 3,966,125 – 13,384,780 17,350,905 19.28 (2) Percentage of Voting Capacity Shares Beneficial Interest (comprised Swire Pacific Limited Trust Total No. in the class) Personal Family Interest of Shares (%) Note ‘A’ shares L.K.L. Cheng 10,000 – – 10,000 0.0011 M.B. Swire 180,000 – 301,000 481,000 0.0531 (3) ‘B’ shares M.B. Swire 390,000 – 3,024,617 3,414,617 0.1145 (3) Notes: (1) N.A.H. Fenwick was a trustee of a trust which held 3,136,000 ordinary shares and 2,822,400 preference shares in John Swire & Sons Limited included under Trust interest and did not have any beneficial interest in those shares. (2) M.B. Swire was a trustee and/or a potential beneficiary of trusts which held 5,970,631 ordinary shares and 3,172,378 preference shares in John Swire & Sons Limited and 1,225,395 ‘B’ shares in Swire Pacific Limited included under Trust interest and did not have any beneficial interest in those shares. M.B. Swire was one of the executors of a will which held 1,799,222 ‘B’ shares in Swire Pacific Limited included under Trust interest and did not have any beneficial interest in those shares. (3) All shares held by M.B. Swire under Trust interest were held by him as one of the executors of a will and he did not have any beneficial interest in those shares. Other than as stated above, no Director or Chief Executive of the Company had any interest or short position, whether beneficial or non-beneficial, in the shares or underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO). Substantial Shareholders’ and Other Interests The register of interests in shares and short positions maintained under Section 336 of the SFO shows that at 30th June 2022 the Company had been notified of the following interests in the shares of the Company held by substantial shareholders and other persons: Percentage of Long position Number of Shares Voting Shares (%) Type of Interest (notes) Swire Pacific Limited 4,796,765,835 82.00 Beneficial owner (1) John Swire & Sons Limited 4,796,765,835 82.00 Attributable interest (2) Notes: (1) Swire Pacific Limited was interested in 4,796,765,835 shares of the Company as beneficial owner. (2) John Swire & Sons Limited and its wholly owned subsidiary John Swire & Sons (H.K.) Limited were deemed to be interested in a total of 4,796,765,835 shares of the Company, in which Swire Pacific Limited was interested, by virtue of the John Swire & Sons Limited group being interested in 57.89% of the equity of Swire Pacific Limited and controlling 66.24% of the voting rights attached to shares in Swire Pacific Limited. 74 Swire Properties Limited Interim Report 2022
GLOSSARY Terms Ratios References in this document to Hong Kong are to Profit attributable Hong Kong SAR. to the Company’s Earnings per share shareholders Attributable gross rental income Gross rental income = Weighted average number less amount shared by non-controlling interests plus the of shares in issue during Group’s share of gross rental income of joint venture and the period associated companies. Equity attributable to Equity before Equity attributable to the Company’s shareholders the Company’s = non-controlling interests Equity before non-controlling interests. shareholders per share Number of shares in issue at the end of the period Gross borrowings Total of loans, bonds and overdrafts. Net debt Total borrowings and lease liabilities less Interest cover = Operating profit short-term deposits and bank balances. Net finance charges Underlying profit Reported profit adjusted principally Cash interest cover Operating profit for the impact of (i) changes in the fair value of = Total of net finance charges investment properties, (ii) deferred tax on investment and capitalised interest properties and (iii) amortisation of right-of-use assets reported under investment properties. Net debt Gearing ratio = Total equity Recurring underlying profit Underlying profit adjusted for significant credits and charges of a non-recurring nature, including gains on the sale of interests in investment properties. 75
FINANCIAL CALENDAR AND INFORMATION FOR INVESTORS Financial Calendar 2022 Interim Report available to shareholders 6th September Shares traded ex-dividend 7th September Share register closed for 2022 first interim dividend entitlement 9th September Payment of 2022 first interim dividend 6th October Annual results announcement March 2023 Annual General Meeting May 2023 Registered Office Investor Relations Swire Properties Limited E-mail: [email protected] 33rd Floor, One Pacific Place 88 Queensway Public Affairs Hong Kong E-mail: [email protected] Registrars Tel: (852) 2844-3888 Fax: (852) 2918-9960 Computershare Hong Kong Investor Services Limited Website: www.swireproperties.com 17M Floor, Hopewell Centre 183 Queen’s Road East Request for Feedback Hong Kong In order that we may improve our reporting, we would be Website: www.computershare.com grateful to receive your comments on our public Stock Code announcements and disclosures via e-mail to [email protected]. Hong Kong Stock Exchange 01972 Auditors PricewaterhouseCoopers Certified Public Accountants and Registered PIE Auditor 22nd Floor, Prince’s Building Central Hong Kong Disclaimer This document may contain certain forward-looking statements that reflect the Company’s beliefs, plans or expectations about the future or future events. These forward-looking statements are based on a number of assumptions, current estimates and projections, and are therefore subject to inherent risks, uncertainties and other factors beyond the Company’s control. The actual results or outcomes of events may differ materially and/or adversely due to a number of factors, including the effects of COVID-19, changes in the economies and industries in which the Group operates (in particular in Hong Kong and the Chinese Mainland), macro-economic and geopolitical uncertainties, changes in the competitive environment, foreign exchange rates, interest rates and commodity prices, and the Group’s ability to identify and manage risks to which it is subject. Nothing contained in these forward-looking statements is, or shall be, relied upon as any assurance or representation as to the future or as a representation or warranty otherwise. Neither the Company nor its directors, officers, employees, agents, affiliates, advisers or representatives assume any responsibility to update these forward-looking statements or to adapt them to future events or developments or to provide supplemental information in relation thereto or to correct any inaccuracies. 76 Swire Properties Limited Interim Report 2022
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Stock Code: 01972 Interim Report 2022 www.swireproperties.com