Annual Report 2023
“Our vision is to be the leading sustainable development performer in our industry globally by 2030." – GUY BRADLEY, CHAIRMAN
Stock Code: 01972 Annual Report 2023
Cover image: TWO TAIKOO PLACE, HONG KONG
CONTENTS 2 Company Profile AUDITOR’S REPORT 6 2023 Highlights AND ACCOUNTS 12 Financial Highlights 138 Independent Auditor’s Report 13 Ten-Year Financial Summary 142 Consolidated Statement of 16 Chairman’s Statement Profit or Loss 20 Chief Executive’s Statement 143 Consolidated Statement of Other Comprehensive Income 24 Key Business Strategies 144 Consolidated Statement of Financial Position MANAGEMENT DISCUSSION & 145 Consolidated Statement of ANALYSIS Cash Flows 28 Review of Operations 146 Consolidated Statement of 74 Financial Review Changes in Equity 81 Financing 147 Notes to the Financial Statements 205 Accounting Policies CORPORATE GOVERNANCE & 208 Principal Subsidiary, Joint Venture SUSTAINABILITY and Associated Companies 92 Corporate Governance SUPPLEMENTARY 110 Risk Management INFORMATION 118 Directors and Officers 211 Schedule of Principal 120 Directors’ Report Group Properties 127 Sustainable Development 223 Glossary 224 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 and management. 2
SWIRE PROPERTIES ANNUAL REPORT 2023 Founded in Hong Kong in 1972, the Company is listed on projects under development in Beijing, Shanghai, Sanya The Stock Exchange of Hong Kong Limited and, with its and Xi’an. Similar in scale to our developments in Hong subsidiaries, employs around 5,700 people. The Company’s Kong, our Chinese Mainland properties are in prime shopping malls are home to more than 2,200 retail outlets. locations with excellent transport connections. Its offices house a working population estimated to The Company has interests in the luxury and high quality exceed 70,000. residential markets in Hong Kong, the Chinese Mainland, In Hong Kong, we have spent over 50 years developing an Indonesia, Vietnam and Thailand. There are also land banks industrial area into what is now Taikoo Place and Cityplaza, in Miami, U.S.A. Swire Hotels develops and manages hotels one of Hong Kong’s largest business districts comprising in Hong Kong, the Chinese Mainland and the U.S.A., with a office space, the largest shopping mall on Hong Kong confirmed expansion plan to Japan. Island and a hotel. Pacific Place, built on the former Victoria The Company has a presence in the Brickell financial Barracks site, is one of Hong Kong’s premier retail and district in Miami, U.S.A., where it has investment properties. business addresses. In the Chinese Mainland, the Company The Company has offices in South East Asia which explore has six major commercial projects in operation in Beijing, opportunities in the property markets in the region. Guangzhou, Chengdu and Shanghai, and has several 3
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 ANNUAL REPORT 2023 5
03 2023 Swire Properties Arts Month returned. Continued partnership HIGHLIGHTS with Art Basel Hong Kong; and hosted the monumental work Gravity, the first offsite art installation from the Encounters sector, at Pacific Place. ArtisTree also celebrated this March event with the Urban Rocks exhibition. Hong Kong 07 08 09 Successfully priced the Company’s Announced a new name for New partnership with Lujiazui first public Renminbi “green dim sum” Taikoo Li Chengdu after the Group to develop Yangjing and bonds, making Swire Properties the acquisition of the remaining New Bund Mixed-use Projects first Hong Kong corporate to issue a interest completed. in Pudong. RMB-denominated public green bond. Chengdu Shanghai Hong Kong 11 11 Entered into agreements to sell Official groundbreaking for Taikoo Li Xi’an, 12 floors of One Island East to the a joint venture project. Securities and Futures Commission. Xi’an Hong Kong 6
SWIRE PROPERTIES ANNUAL REPORT 2023 06 07 07 Officially launched Quarryside, Started the presale Completed the acquisition of Wah Ha a new community space in Quarry for LA MONTAGNE, a Factory Building in Quarry Bay, which Bay, with Swire Properties as the joint venture residential will be redeveloped for office and project’s Supporting Partner. development, in commercial use together with the Hong Kong Wong Chuk Hang. adjacent Zung Fu Industrial Building. Hong Kong Hong Kong 10 10 The Upper House recognised in the Obtained full ownership of top five best hotels in the world by the 983 to 987A King’s Road and inaugural World’s 50 Best Hotels list. 16 to 94 Pan Hoi Street, a joint Hong Kong venture project in Quarry Bay. Hong Kong 02 2024 02 2024 Completed Six Pacific Place office tower, Savyavasa, a luxury residential property which marks a key milestone to the expansion in Indonesia, officially topped out. of the greater Pacific Place portfolio. Jakarta Hong Kong 7
2023 HIGHLIGHTS 2023 SUSTAINABLE DEVELOPMENT HIGHLIGHTS “Our vision is to be the leading sustainable development performer in our industry globally by 2030.” – GUY BRADLEY, CHAIRMAN 8
SWIRE PROPERTIES ANNUAL REPORT 2023 Ranked 2nd globally in the Real Estate Management and Development Industry Ranked 1st globally in the “Environmental Dimension” score DJSI World constituent company for the 7th consecutive year Global Sector Leader (Mixed Use Sector) for the 7th consecutive year sector leader 2023 Global Development Sector Leader (Mixed Use Sector) for the 4th consecutive year No. 1 for the 6th consecutive year, and maintained the highest possible 2023-2024 rating – “AAA” S&P Sustainability Yearbook 2024 Top 10% S&P Global ESG Score S&P Sustainability Yearbook (China) 2023 Top 1% S&P (China) ESG Score Green Building Award 2023 by the Hong Kong 2023 Best Annual Reports Award by the Green Building Council and the Professional Hong Kong Management Association Green Building Council Sustainable Development (SD) Report 2022: Best Citygate won Grand Award in the Existing Environmental, Social and Governance Reporting Buildings Category (Facilities Management) (Property Development & Investment category) Six Pacific Place won Grand Award in the Annual Report 2022: Silver Award New Buildings Category (Projects under (General category) Construction and/or Design – Commercial) Taikoo Li Qiantan won Merit Award in the Best Corporate Governance and ESG New Buildings Category (Completed Projects – Awards 2023 by Hong Kong Institute of Commercial) Certified Public Accountants ESG Award – Non-Hang Seng Index 2023 Hong Kong Sustainability Award (Large Market Capitalisation) Category by the Hong Kong Management Association Grand Award FinanceAsia Achievement Awards 2023 House Awards – Best Issuer – ESG 2023 RICS Hong Kong Awards Deal Awards (Asia) – Best Sustainable Finance Sustainability Award Deal (Hong Kong SAR), Swire Properties Limited CNH3.2bn RegS senior unsecured green dim sum Hong Kong Green Building Council Zero- public bond offering Carbon-Ready Building Certification Scheme 17 buildings certified under the newly launched IFR Asia Awards 2023 scheme in 2023 Country awards – Renminbi Bond, Swire Properties’ RMB3.2bn dual-tranche green dim 2023 Randstad Employer Brand Awards sum bond Top 5 Most Attractive Employers in Hong Kong The Asset Triple A Sustainable Finance 2023 Gender Equality Global Report & Ranking Awards 2024 by Equileap Best Green Bond – Real Estate (Hong Kong SAR), Top 10 List Swire Properties CNH3.2bn dual-tranche green dim sum bond 9
Places Places People 2023 HIGHLIGHTS SUSTAINABLE DEVELOPMENT (SD) 2030 STRATEGY: 2023 HIGHLIGHTS Places People Partners Through effective We aim to create an environment where our We aim to continue to develop long-term, mutually placemaking and long-term employees will be healthier, happier and more beneficial relationships with our business partners placekeeping, we aim to productive, to invest in our employees and to and other key parties so as to improve our continue to transform the provide rewarding career paths so as to environmental, social and economic performance. places in which we invest so as develop a diverse and industry-leading team. to create value, whilst Suppliers retaining their character, Talent Management Performance 2025 KPI 2023 Progress supporting communities and 2025 KPI 2023 Progress (Environment) People Reduce 5-year rolling Achieved a reduction of enhancing people’s lives. Partners average of accident A 25% increase 23 training hours/ 58% in accident rate 3 Sustainable in training hours/ employee/year rate in our Hong Kong 1 development projects Placemaking employee/year ( 89%) by Taikoo Li Xi’an, located at the ~157,000 50% Small Wild Goose Pagoda training hours delivered HK$559 million spent on sustainable historical and cultural zone, a Performance Established a Workplace Wellbeing Framework procurement4 UNESCO World Heritage site, Performance (Economic) broke ground in November and designed to cultivate a healthier, happier and Deployed a supply chain ESG assessment platform (Environment) Partners more productive work environment will become our largest Taikoo that track sustainability performance and carbon Li project in the Chinese Occupational Health and Safety emissions of suppliers Mainland. The project will Implementing a 2023-2025 Health and Safety Tenants incorporate elements of Roadmap to raise safety awareness among cultural heritage preservation, employees and effectively identify and remove Launched the “Green Performance Pledge net-zero design, climate serious hazards from the workplace (GPP) Academy”, a three-year partnership resilience to create a vibrant Performance with BEC, offering office tenants and sustainable world-class capacity building programme to Performance 2025 KPI 2023 Progress commercial destination (Economic) drive energy, water, and waste (Environment) Maintain Lost Time Injury Rate (“LTIR”) reduction. Wellness Non-hotel operations: Non-hotel operations: 2025 KPI 2023 Progress Taikoo Square and Taikoo ≤1.2 0.64 50% of tenants in 90 tenants signed GPP, Garden, our two new green 5 Hotel operations: Hotel operations: our office portfolios which covered 41% of spaces, will provide ≤2.0 1.16 sign the Green tenants, equivalent to over approximately 69,000 sq ft of Performance Pledge to 3.5 million sq ft LFA in open space for the enjoyment jointly improve Performance Diversity & Inclusion our office portfolio in Hong of the community and promote environmental Kong and the Chinese (Economic) 2025 KPI 2023 Progress urban biodiversity Maintain a female 41.9% of the performance Mainland Vibrancy representation of no workforce are female 107 F&B tenants in Hong Kong and less than 40% in Recognised Launched “Quarryside”, a new the workforce the Chinese Mainland with Green Kitchen Awards community space offering The Smart Reusable Cup System at Taikoo Place and diverse experiences to promote Maintain a gender 42.9% of senior Pacific Place has collectively avoided the disposal of a creative, healthy and balance in senior management positions over sustainable lifestyle management are held by women 23,000 single-use cups since its launch Maintain gender pay Gender pay ratio 2 ratio at 1:1 (female to male) : 1:0.92 Volunteering Our Community Ambassador Programme contributed 7,544 volunteer service hours, supporting 48 activities 1 Compared to the baseline year of 2016. 4 Products that meet specific sustainability criteria such as green certification or accreditation by 2 Gender pay ratio is calculated based on a non-weighed average methodology. reputable, independent third parties. 3 Using 2015-2019 (5-year average) as baseline. Accidental rate represents the number of 5 Measured by occupied lettable floor area (“LFA”) of office portfolios at 100% basis comprising of reportable accidents per 1,000 contractor workers. It is calculated as the total number of Taikoo Place and Pacific Place in Hong Kong and Taikoo Hui Guangzhou. reportable accidents multiplied by 1,000 and then divided by average daily number of 6 Compared to the 2019 baseline. contractor workers on-site. 7 Compared to the 2018 baseline.
Places Places People People Partners Partners Performance (Environment) SWIRE PROPERTIES ANNUAL REPORT 2023 Performance Performance (Environment) (Economic) We aim to continue to design, construct and manage high quality We aim to deliver sustainable economic performance coupled developments that contribute positively to the communities in with good corporate governance and high ethical standards. which we operate and the environment. Financial Performance Climate Change HK$11,570 million in underlying profit attributable Performance to shareholders (Economic) Green Financing 2025 KPI 2023 Progress 2025 KPI 2023 Progress Achieve a minimum of ~60% of current bond and Absolute GHG emissions (Scope 1 and Scope 2): 50% of bond and loan loan facilities are from green 25%6 29% facilities from green financing financing 2030 KPI 2023 Progress First Hong Kong company to issue “Green Dim Sum” Renminbi Value chain GHG emissions Public Bonds, valued at RMB3.2 billion. The transaction was (Scope 3 – Downstream Leased Assets): recognised with the “Deal Awards (Asia) – Best Sustainable 7 Finance Deal (Hong Kong SAR)” at the FinanceAsia Achievement 28% per square metre 40% Awards 2023 Energy Corporate Governance 2025 KPI 2023 Progress 2025 KPI 2023 Progress 8 Reduction of electricity use intensity Maintain no less than 30% 35.7% of our Board positions 9 9 Hong Kong Portfolio Hong Kong Portfolio of female representation on are held by female members 20%6 15% our Board 9 9 Chinese Mainland Portfolio Chinese Mainland Portfolio Disclosure and Communications 13%6 7% Published our sixth set of climate-related financial disclosures Resource and Circularity as per TCFD recommendations and ISSB IFRS S2 Climate-related Disclosures 2025 KPI 2023 Progress Published our nature-related impacts, dependencies, Commercial waste diversion rate risks, and opportunities, in line with the Taskforce on 9 9 Hong Kong Portfolio Hong Kong Portfolio Nature-related Financial Disclosures (TNFD) 30% 26% recommendations 9 9 Chinese Mainland Portfolio Chinese Mainland Portfolio 40% 46% Building/Asset Investment sector leader 2023 2025 KPI 2023 Progress Ranked 2nd globally, Global Sector Leader – 10 100% of wholly-owned 100% of new development Member of the World Index – 7th consecutive year 10 new development projects to projects achieved the highest 7th consecutive year achieve the highest ratings environmental building 92% of wholly-owned existing assessment scheme rating 2023-2024 10 developments achieved the Ranked No. 1 for 6th highest ratings consecutive year, “AAA” rating S&P Sustainability Yearbook 8 The 2025 KPIs under Energy have been updated per our approved 1.5°C-aligned SBT. Energy Use Intensity has been renamed to “Electricity Use Intensity” in 2023 to reflect the use of electricity for the provision of shared services for and in the common parts of our buildings. The actual scope of this KPI remains unchanged. 9 Hong Kong portfolio and Chinese Mainland portfolio refer to our office and retail portfolios and hotels in Hong Kong and the Chinese Mainland respectively. 10 Joint venture projects and trading properties are excluded.
FINANCIAL HIGHLIGHTS Results 2023 2022 For the year Note HK$M HK$M Change Revenue 14,670 13,826 +6% Profit attributable to the Company’s shareholders Underlying (a), (b) 11,570 8,706 +33% Recurring underlying (a), (b) 7,285 7,176 +2% Reported 2,637 7,980 -67% Cash generated from operations 7,492 6,332 +18% Net cash outflow before financing (8,416) (3,243) N/A HK$ HK$ Earnings per share Underlying (c), (d) 1.98 1.49 +33% Recurring underlying (c), (d) 1.25 1.23 +2% Reported (c), (d) 0.45 1.36 -67% Dividend per share First interim 0.33 0.32 +3% Second interim 0.72 0.68 +6% Financial Position At 31st December HK$M HK$M Total equity (including non-controlling interests) 288,149 292,258 -1% Net debt 36,679 18,947 +94% Gearing ratio (a) 12.7% 6.5% +6.2%pt. HK$ HK$ Equity attributable to the Company’s shareholders per share (a) 48.73 49.44 -1% Notes: (a) Refer to glossary on page 223 for definition. (b) A reconciliation between reported profit and underlying profit attributable to the Company’s shareholders is provided on page 29. (c) Refer to note 14 to 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. Underlying HK$M Profit/(Losses) by Segment 12,000 11,570 10,000 8,706 Property investment 4,285 8,000 1,530 Recurring 108 Recurring 6,000 underlying underlying Property trading profit profit 4,000 7,525 7,285 7,409 7,176 Hotels 2,000 0 (140) (341) Divestment (100) -2,000 2023 2022 12
TEN-YEAR FINANCIAL SUMMARY 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M STATEMENT OF PROFIT OR LOSS Revenue Property investment 10,456 10,857 10,902 11,380 12,254 12,410 12,635 12,981 12,340 13,525 Property trading 3,842 4,463 4,760 5,833 1,061 516 312 2,443 921 166 Hotels 1,089 1,127 1,130 1,345 1,404 1,296 641 894 565 979 15,387 16,447 16,792 18,558 14,719 14,222 13,588 16,318 13,826 14,670 Profit Attributable to the Company’s Shareholders Property investment 6,029 6,231 5,938 6,671 8,732 10,061 8,839 8,654 8,025 7,325 Property trading 1,020 1,089 1,199 1,111 99 (18) (87) 601 171 (169) Hotels 30 (303) (117) (43) (41) (70) (524) (307) (341) (100) Change in fair value of investment properties 2,437 7,055 8,030 26,218 19,876 3,450 (4,645) (1,836) 125 (4,419) 9,516 14,072 15,050 33,957 28,666 13,423 3,583 7,112 7,980 2,637 Dividends for the year 3,861 4,154 4,154 4,505 4,914 5,148 5,324 5,558 5,850 6,143 Retained profit 5,655 9,918 10,896 29,452 23,752 8,275 (1,741) 1,554 2,130 (3,506) STATEMENT OF FINANCIAL POSITION Net Assets Employed Property investment 226,607 235,917 248,466 283,045 299,659 289,185 282,257 288,246 293,752 300,678 Property trading 8,210 7,452 6,616 3,942 4,143 7,789 7,249 9,637 11,612 17,334 Hotels 7,801 7,928 7,520 7,738 7,394 7,229 7,243 6,061 5,841 6,816 242,618 251,297 262,602 294,725 311,196 304,203 296,749 303,944 311,205 324,828 Financed by Equity attributable to the Company’s shareholders 207,691 216,247 225,369 257,381 279,275 286,927 288,216 291,624 289,211 285,082 Non-controlling interests 856 1,702 1,856 1,997 2,016 1,984 1,928 1,986 3,047 3,067 Net debt 34,071 33,348 35,377 35,347 29,905 15,292 6,605 10,334 18,947 36,679 242,618 251,297 262,602 294,725 311,196 304,203 296,749 303,944 311,205 324,828 HK$ HK$ HK$ HK$ HK$ HK$ HK$ HK$ HK$ HK$ Earnings per share 1.63 2.41 2.57 5.80 4.90 2.29 0.61 1.22 1.36 0.45 Dividends per share 0.66 0.71 0.71 0.77 0.84 0.88 0.91 0.95 1.00 1.05 Equity attributable to shareholders per share 35.50 36.97 38.52 44.00 47.74 49.05 49.27 49.85 49.44 48.73 RATIOS Return on average equity attributable to the Company’s shareholders 4.6% 6.6% 6.8% 14.1% 10.7% 4.7% 1.2% 2.5% 2.7% 0.9% Gearing ratio 16.3% 15.3% 15.6% 13.6% 10.6% 5.3% 2.3% 3.5% 6.5% 12.7% Interest cover – times 8.96 13.56 15.48 38.81 33.29 28.85 12.93 20.78 48.26 9.96 Dividend payout ratio 40.6% 29.5% 27.6% 13.3% 17.1% 38.4% 148.6% 78.1% 73.3% 233.0% UNDERLYING Profit (HK$M) 7,152 7,078 7,112 7,834 10,148 24,130 12,166 9,532 8,706 11,570 Return on average equity attributable to the Company’s shareholders 3.5% 3.3% 3.2% 3.2% 3.8% 8.5% 4.2% 3.3% 3.0% 4.0% Earnings per share (HK$) 1.22 1.21 1.22 1.34 1.73 4.12 2.08 1.63 1.49 1.98 Interest cover – times 7.58 7.75 8.89 10.68 12.58 48.16 32.10 32.96 74.74 26.76 Dividend payout ratio 54.0% 58.7% 58.4% 57.5% 48.4% 21.3% 43.8% 58.3% 67.2% 53.1% Notes: 1. The information for all years is shown in accordance with the Group’s current accounting policies and disclosure practices. Consequently figures for years prior to 2023 may be different from those originally presented. 2. The equity attributable to the Company’s shareholders and the returns by segment for 2023 and 2022 are shown in the Financial Review – Investment Appraisal and Performance Review on page 80. 3. Underlying profit is discussed on pages 29 to 31. 4. Refer to Glossary on page 223 for definitions and ratios. 13
TEN-YEAR FINANCIAL SUMMARY Revenue HK$M 20,000 15,000 Property investment 10,000 Property trading 5,000 Hotels 0 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Net Assets HK$M Employed 350,000 300,000 250,000 Property investment 200,000 Property trading 150,000 Hotels 100,000 50,000 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Dividends and HK$ Underlying Earnings 4.5 Per Share 4.0 3.5 3.0 2.5 2.0 1.5 Dividends per share 1.0 0.5 Underlying earnings per share 0.0 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 14
SWIRE PROPERTIES ANNUAL REPORT 2023 Profit Attributable to HK$M The Company’s 36,000 Shareholders 30,000 24,000 Property Hotels 18,000 investment 12,000 Property Change in fair trading value of investment 6,000 properties 0 Total attributable profit Total underlying profit -6,000 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Total Equity and HK$M Net Debt 350,000 300,000 250,000 200,000 Total equity 150,000 Net debt 100,000 50,000 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Returns on % Average Equity 20 15 10 5 Group Group – underlying 0 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 15
CHAIRMAN’S STATEMENT We are encouraged by the post-pandemic recovery that we are seeing across the majority of our key markets. Whilst there are challenges ahead, we remain optimistic and see potential for sustainable growth in 2024 and beyond. Dear shareholders, This was a pivotal year for the city’s recovery, and we Despite the challenging economic and geopolitical will continue to partner with the HKSAR Government environment, our strategy remains unchanged. In Hong and all our stakeholders to contribute to Hong Kong’s Kong, we will continue to expand and reinforce Taikoo Place long-term prosperity. and Pacific Place, our core commercial portfolios. In the The Chinese Mainland remains an important engine of Chinese Mainland, we will continue to leverage our “Taikoo global economic growth. We currently operate six Li” and “Taikoo Hui” brands to scale up our presence, with a world-class developments in four key cities, and five focus on retail-led mixed-use developments in Tier-1 and new large-scale projects are now under construction. emerging Tier-1 cities. Our residential trading strategy is to We intend to double our gross floor area in the Chinese acquire appropriate sites for development of luxury and Mainland by 2032. high quality residential projects across Hong Kong, We are also making great strides on the ESG front. the Chinese Mainland and South East Asia. We are recognised as a leader in sustainability, ranking To that end in 2022, the Company announced a plan to second globally on the Dow Jones Sustainability World invest HK$100 billion over ten years, with a target Index in 2023. We are pleased to be helping to put Hong allocation of HK$30 billion to Hong Kong, HK$50 billion to Kong on the world map for innovative sustainability the Chinese Mainland and HK$20 billion to residential solutions, and we remain committed to our ambitious trading projects, including South East Asia. 2023 was a 1.5°C-aligned science-based targets, and to supporting milestone year for Swire Properties. We made significant the wider industry in our collective transition to net zero. progress with our HK$100 billion investment plan, with As we look ahead to 2024, we anticipate new almost 60% of the plan now committed to new and challenges, particularly given current macro-economic ongoing projects. uncertainties. However, we remain greatly encouraged Since the reopening of the borders we have seen a steady by our strong performance in 2023, and we are economic recovery in Hong Kong, thanks to the lifting of all optimistic about the opportunities and the growth travel restrictions and pandemic measures, and various key potential in the future under our HK$100 billion initiatives led by the HKSAR Government. We have been investment plan. pleased to see the gradual return in business and leisure travel, which supports Hong Kong’s status as a major international financial centre and tourism hub. 16
SWIRE PROPERTIES ANNUAL REPORT 2023 Profits and Sustained Expanding our Hong Kong Dividend Growth Office Portfolio Our underlying profit attributable to shareholders Under our HK$100 billion investment plan, HK$30 billion increased by HK$2,864 million from HK$8,706 million in has been allocated to grow our flagship developments 2022 to HK$11,570 million in 2023, primarily reflecting in Hong Kong. We are continuing to invest in the the gain on disposal of nine floors of One Island East in development of a Global Business District at Taikoo Hong Kong. Our recurring underlying profit increased by Place. Our recently completed triple Grade-A office HK$109 million from HK$7,176 million in 2022 to tower, Two Taikoo Place, is now 62% committed. HK$7,285 million in 2023, which principally reflected the The latest phase of Taikoo Place’s redevelopment will strong recovery of our retail portfolio and hotels in Hong be completed in the first half of 2024, and we will soon Kong and the Chinese Mainland. be unveiling an expansive, green, open space to Our reported profit attributable to shareholders in 2023 promote biodiversity, in addition to new elevated was HK$2,637 million, compared with HK$7,980 million in walkways, al fresco dining concepts and year-round arts 2022. There was a fair value loss on investment and cultural events. Taikoo Place is raising the bar once properties of HK$4,401 million in 2023 as compared to a again in line with our placemaking vision, and we are fair value gain on investment properties of HK$1,573 excited to see our plans coming to fruition this year. million in 2022. A change in the fair value of investment In December 2023, we completed the sale of nine floors properties is non-cash in nature and will not have any of office space at One Island East to our anchor tenant, impact on our operating cash flow nor on our underlying the Securities and Futures Commission (“SFC”), a deal profit attributable to shareholders. Our balance sheet which testifies to Taikoo Place’s status as a preferred remains strong. The overall financial position of the location for the financial sector. Company remains healthy and the change is not expected to have any impact on our investment strategy. We will continue to expand Taikoo Place, and our We declared a second interim dividend for 2023 of strategic acquisition of the Zung Fu Industrial Building HK$0.72 per share. This, together with the first interim and Wah Ha Factory Building will enable us to develop dividend of HK$0.33 per share paid in October 2023, our masterplan for the district and to continue our amounts to a full year dividend of HK$1.05 per share, office story. representing a 5% increase over the dividends for 2022. We are also making good progress on scaling our Pacific The second interim dividend for 2023 will be paid on Place portfolio, as the CBD progressively shifts towards Thursday, 2nd May 2024 to shareholders registered at the expanded Admiralty transport hub. To further the close of business on the record date, being Friday, enhance the connectivity of Pacific Place, we are 5th April 2024. Shares of the Company will be traded constructing a new footbridge between Pacific Place ex-dividend from Tuesday, 2nd April 2024. and Harcourt Garden, which will be completed by 2025. Our policy is to deliver sustainable growth in dividends We have completed Six Pacific Place, our newest and to pay out approximately half of our underlying profit Grade-A office tower, and we remain committed to in ordinary dividends over time. With the benefit of our further development of the Pacific Place neighborhood planned investments, we aim to deliver mid-single digit in the future. annual growth in dividends. 17
CHAIRMAN'S STATEMENT Recovery for Hong Kong Retail In November, we broke ground on Taikoo Li Xi’an, our We saw a strong recovery in our Hong Kong retail largest “Taikoo Li” project in the Chinese Mainland to date. business in 2023, with a significant growth in sales and in This is our first investment in Xi’an, and we have dedicated some cases, a return to pre-pandemic sales levels. This is considerable resources to researching the historical an extremely encouraging result after the challenges of background of this unique site, in order to create a truly the pandemic, and we are optimistic for the year ahead. world-class cultural landmark in the city. We believe the HKSAR Government’s initiatives to We are also making good progress on our retail-led promote Hong Kong’s tourism and to boost local development in Haitang Bay, Sanya, which will be our first consumption, in particular in staging world-class events, resort-style shopping mall and a new luxury tourist will continue to have a positive impact on footfall and destination for Hainan. sales in our malls in the long run. In Beijing, INDIGO Phase Two, a new commercial landmark We are pleased with our retail recovery despite the in Chaoyang District is under development, and will feature challenging conditions, and we attribute the growth to seven office towers in addition to a lifestyle hotel and the long-term partnerships with our tenants, which have innovative retail concepts. Our pioneering development of led to exciting collaborations to create new experiences One Taikoo Place and Two Taikoo Place has served as for our customers. We have also been investing in our inspiration for the project, and we aim to deliver a high loyalty programmes, and our local loyalty membership quality, vibrant commercial hub in the capital. increased by over 30% in 2023 compared to the previous We recently announced two significant investments in year. We remain committed to the digital transformation Shanghai’s Pudong District – a new mixed-use project of our business, combining the use of technology with opposite Taikoo Li Qiantan in the New Bund Area and personalised services to reinforce customer loyalty and another large-scale project on the Yangjing waterfront to provide an exceptional retail experience in our malls. along the Huangpu River. These will be our third and fourth New Investments in the large-scale developments in Shanghai, which is now our largest area of operation in the Chinese Mainland. These Chinese Mainland two projects also mark our first foray into the premium The Chinese Mainland is an increasingly important residential market in the Chinese Mainland. market for us, and our mixed-use investments are a key With Hong Kong as our home base, we have a well- driver of our profit growth. We are continuing to make established presence in the Greater Bay Area. We are good progress in building a strong pipeline under the currently developing a new House Collective hotel in HK$50 billion investment plan which we have earmarked Shenzhen Bay, Nanshan district, and are actively exploring for the Chinese Mainland. Our Taikoo Li and Taikoo Hui further investment opportunities in the Greater Bay Area. branded retail developments are all well-established Our Residential Pipeline destinations in their respective cities, and we are expanding our footprint with five new large-scale Our HK$100 billion investment plan also includes an projects in Tier-1 and emerging Tier-1 cities. We are very allocation of HK$20 billion for the proposed development pleased to have had the opportunity to complete the of our residential pipeline in Hong Kong and South East acquisition of the remaining interest in Taikoo Li Asia over the next decade. We have made significant Chengdu, one of our flagship malls in the Chinese progress over the past year, and have built up an exciting Mainland. 18
SWIRE PROPERTIES ANNUAL REPORT 2023 pipeline in Hong Kong. In 2023, in conjunction with our joint Youth empowerment is also a core focus of our community venture partners, we launched LA MONTAGNE, a new care, and we have been active in developing and luxury residential development at The Southside in Wong sponsoring various initiatives to provide opportunities Chuk Hang. for young people in Hong Kong. In South East Asia, we announced our first investment in As Hong Kong recovers in the wake of the pandemic, the residential market in Bangkok in early 2023, to develop we are working closely with the HKSAR Government and a prime site at one of the city’s most prestigious addresses. our partners to boost the local economy with special In addition to three projects currently under development community initiatives. In 2023, these included the in Ho Chi Minh City, Vietnam and in Jakarta, Indonesia, we Summer Festival at the new Quarryside community space, are exploring new residential opportunities in Singapore. as well as our annual White Christmas Street Fair, which was extended over two weekends with longer opening Leadership in ESG & hours for the public. We hope these efforts will continue to Community Investment provide a platform for homegrown businesses whilst supporting the city’s economic recovery. ESG and sustainable development remain at the top of our agenda, and we are collaborating closely with our Outlook stakeholders and setting ambitious targets across the business. We have received international recognition for We are encouraged by the post-pandemic recovery that we our achievements, and we continue to explore new are seeing across the majority of our key markets. Whilst solutions to improve our business and to support the there are challenges ahead, we remain optimistic and see wider industry. potential for sustainable growth in 2024 and beyond. In 2023, we became the first Hong Kong corporate to issue We will continue to focus on realising our HK$100 billion a public “dim sum” green bond of RMB3.2 billion to fund investment plan and on delivering our pipeline of mixed- eligible projects. The proceeds from these bonds will use and residential projects across our core markets in enable us to develop projects with the highest green Hong Kong, the Chinese Mainland and South East Asia. credentials, and in the long term, pave the way for Swire We see long-term potential for these markets, and we Properties to pioneer new ground in sustainability. will continue to seek new investment opportunities in Over the past year, we have also piloted the adoption of an the future. internal carbon pricing (“ICP”) mechanism. This innovative I should like to express my appreciation to our approach will help determine the potential impact of shareholders, our valued partners and to the wider carbon emissions from our investments and quantify community for your continued support. Most of all, carbon risks to our operations, allowing us to reallocate thanks must go to the team at Swire Properties for their capital to low-carbon investments. exceptional work and dedication this past year. We remain fully invested in working with local communities. Our colleagues, their friends and families are at the heart of Guy Bradley Swire Properties’ Community Ambassador Programme, and Chairman they continue to demonstrate commitment and passion for Hong Kong, 14th March 2024 giving back to our communities. 19
CHIEF EXECUTIVE’S STATEMENT We continue to make very good progress on our HK$100 billion investment plan, with almost 60% of the plan now committed to new projects to drive our long-term growth in all our key markets. Dear shareholders, 2023 Financial Results at a Glance We are encouraged by the recovery we have seen across Our underlying profit increased by HK$2,864 million from several of our key businesses in 2023, following the lifting HK$8,706 million in 2022 to HK$11,570 million in 2023, of pandemic-related restrictions. Despite macro-economic which mainly reflected the gain on the disposal of nine and geopolitical uncertainties, we remain optimistic for our floors of One Island East in Hong Kong. Recurring business in the year ahead. underlying profit was HK$7,285 million in 2023, compared As the Chairman has outlined, we continue to make very with HK$7,176 million in 2022. good progress on our HK$100 billion investment plan, with Our recurring underlying profit from property investment almost 60% of the plan now committed to new projects to increased in 2023, due primarily to higher retail rental drive our long-term growth in all our key markets. income from Hong Kong and the Chinese Mainland, and Looking forward to 2024, we are advancing our ambitious partly offset by lower office rental income from Hong Kong. plans for Taikoo Place in Hong Kong as it continues its Our Hong Kong retail portfolio has recovered remarkably transformation into a Global Business District. In the well, with an improvement in consumer sentiment, thanks Chinese Mainland, our retail developments are landmarks to the lifting of all travel restrictions and pandemic related in their respective cities, and we are making good headway control measures. Our investment in marketing and loyalty with several new projects in the pipeline, including initiatives, together with digitally-advanced campaigns to Taikoo Li Xi’an, our retail complex in Sanya, two major interact with customers, have all contributed to significant mixed-use developments in Shanghai and INDIGO Phase business recovery in our malls in Hong Kong during the Two in Beijing. year. Sales have improved and returned to pre-pandemic We remain committed to achieving our SD 2030 goals. We levels in some of our malls. are participating in pioneering global initiatives to mitigate In Hong Kong, the office market remains weak, given climate and nature risks, and piloting new sustainability increased availability (due to vacancy and new supply), solutions across all our portfolios. We will continue to work and demand for office space remains subdued, reflecting closely with our business partners to advance our SD continued economic uncertainty and the high interest rate agenda, as we work towards our long term goal of net zero environment. Nevertheless, our office portfolio has emissions by 2050. We are also accelerating the digital remained resilient with solid occupancy, due to the high transformation of our business, and embracing new sustainability standards of our office buildings. Leasing technologies to keep pace with market developments. activity has picked up since the reopening of the borders, with increased requests for viewings. 20
SWIRE PROPERTIES ANNUAL REPORT 2023 In the Chinese Mainland, foot traffic has improved Admiralty, we have completed Six Pacific Place, which has a significantly and retail sales have exceeded pre-pandemic commitment rate of approximately 40%, and we obtained levels for most of our malls since pandemic-related the occupation permit for the tower in February 2024. restrictions were lifted. Our office portfolio has proven to be In the Chinese Mainland, sales figures strongly exceeded resilient despite a weak office market. pre-pandemic levels across most of our malls. In the wake We recorded a small underlying loss from our property of this robust recovery, we expect 2024 to be a year of trading activities in 2023 as a result of sales and marketing market stabilisation, and we continue to hold a positive expenses incurred for several residential trading projects. outlook in the medium to long term. We are encouraged by Our hotel business in Hong Kong and the Chinese Mainland the current trends in consumer spending and domestic recovered strongly following the lifting of travel restrictions travel, and expect to see a further boost in the year ahead. and the reopening of the borders. We are excited to be establishing a presence in two important cities in the Chinese Mainland – Xi’an, the Our Future Prospects ancient capital of China with immense historical and We have been encouraged by the strong recovery of our economic significance; and Sanya, which is emerging as malls in Hong Kong, and we expect that footfall and one of the most popular domestic travel retail destinations tenants’ sales will continue to improve despite economic in the country. We have also significantly expanded our uncertainties and a volatile stock market. With our strong footprint in Shanghai with two new large-scale, mixed-use marketing campaigns and attractive loyalty programme developments in the city’s Pudong New Area. With four initiatives, we anticipate that the sales momentum will projects now in operation and under development across continue in 2024. Shanghai, we are pleased to be launching our premium residential brand in the city while opening up the Chinese The office market in Hong Kong is expected to remain Mainland market for further opportunities. subdued in 2024, on the back of weak demand and We also hold a positive outlook on the long-term prospects increased availability. Increasing competition from Central for the Greater Bay Area, which is experiencing significant and Kowloon East will continue to exert downward pressure development momentum. We are actively exploring new on rents across our portfolio. However we expect our office opportunities in Shenzhen, with plans for a new, ultra- spaces, with their industry-leading ESG certifications and luxury hotel under The House Collective brand, and we excellent amenity provisions, will continue to benefit from have signed a Strategic Framework Cooperation the ‘flight-to-quality’ trend. Agreement with the Futian District Government to explore Assuming improvements in the financial markets, and an new prospects. increase in economic activity, we expect the demand for Looking at residential opportunities, the Hong Kong market Grade-A office space, particularly from financial institutions remains soft amidst economic uncertainties, and we expect and professional services companies, to recover. that market confidence may take some time to recover. We will reach a major milestone this year with the However, we anticipate demand to remain resilient in the completion of the current redevelopment phase of Taikoo medium to long term, due to local demand and limited Place. Our new Taikoo Square will be a unique showcase of supply. We launched our newest project on Hong Kong urban biodiversity, alongside increased connectivity via our Island, LA MONTAGNE with our joint venture partners in new elevated walkways, and outdoor dining amenities to 2023, and 52 units have been sold to date. serve our vibrant office community in Quarry Bay. In 21
CHIEF EXECUTIVE'S STATEMENT We are also actively looking to expand our residential 40-member Taskforce on TNFD, we are proud to have portfolio in South East Asia under our HK$100 billion plan. supported the creation of this pioneering disclosure We are focused on the four major cities of Jakarta in framework, which will help companies to integrate nature- Indonesia, Ho Chi Minh City in Vietnam, Bangkok in related considerations into their investment decisions and Thailand and Singapore, and expect these markets to business operations. remain stable in 2024, due to increased urbanisation and a Our work continues, and we are on track to achieve our limited supply of luxury residential properties. ambitious 1.5°C-aligned science-based targets. We remain We expect the performance of our hotels in Hong Kong and focused on collaborating closely with our business partners the Chinese Mainland to continue to improve with more through various programmes to meet shared sustainability international visitors in 2024. In September, we were goals. These include the Green Kitchen Initiative for F&B delighted to have The Upper House ranked fourth on The tenants in our retail portfolios, and our proprietary Green World’s 50 Best Hotels list, a remarkable achievement for Performance Pledge (“GPP”) programme for office tenants. Swire Hotels. Both programmes have received a strong positive response We are moving forward with the next phase of growth for from our tenants, achieving significant results in energy The House Collective and EAST brands, with several savings, improved water efficiency and water diversion exciting projects in the pipeline, including The House rates. In 2023 we launched the “GPP Academy”, Collective hotels in Tokyo, Shenzhen and Xi’an. We have a three-year collaboration with the Hong Kong Business also been making good progress with our asset-light, Environment Council (“BEC”) which will enable our office third-party management model as we explore potential tenants to share industry knowledge and best practices to new sites with suitable partners. improve their sustainability capabilities. We also became the first real estate company in Hong Collective Measures Towards Net Zero Kong and the Chinese Mainland to launch a supply chain We continue to focus on our pioneering sustainability work sustainability engagement programme, in partnership with and our commitment to building vibrant communities, in EcoVadis. Through this collaboration, we are empowering order to realise our vision to be the leading performer in our suppliers to improve their own ESG performance and our industry globally by 2030. increase resilience, working collectively towards the global net zero goal. As an industry leader, we are taking a holistic approach to mitigating climate-related risk, and reducing our carbon Taikoo Place: Sustainability in Action footprint. We continue to invest in innovative solutions for Now more than ever, it is crucial that we, as an industry, our future, and our achievements are being recognised take steps to minimise our impact on the environment. locally, regionally and globally, including our number two The redevelopment of Taikoo Place has been a showcase ranking in the Dow Jones Sustainability World Index 2023. of our work in sustainable building development, and the We are also pioneering new ground as an early adopter of next phase of this project will highlight our extensive work the Taskforce on Nature-related Financial Disclosures in biophilic design. (“TNFD”). As the only Hong Kong representative of the 22
SWIRE PROPERTIES ANNUAL REPORT 2023 Together with the Taikoo Garden, the new Taikoo Square The past year also saw the successful conclusion of the will span approximately 69,000 square feet of green open two-year “Bi-city Youth Cultural Leadership Programme”, space, which has been carefully cultivated to improve local our long-term partnership with The Hong Kong Palace biodiversity with over 100 mostly native plant species. Museum, which has helped to foster closer ties and cultural We are excited to open this new garden to the public, and exchange between students in Hong Kong and Beijing. hope that it will act as a catalyst to inspire others in the industry to integrate a nature-oriented mindset in their Outlook urban planning. With our strong financial position and robust pipeline of Supporting our Local Communities new projects, we are confident in our outlook for 2024. This is an exciting period for our business, and we will continue We are committed to creating a positive impact across to make strides with our investment strategy as we grow our business. 2023 was another remarkable year for our our presence in our core markets of Hong Kong, the Community Ambassadors, who have expanded their Chinese Mainland and South East Asia. community work to focus on wellness for patients and their We look forward to reaching major milestones in the caregivers. In October, the team partnered with medical year ahead, including the unveiling of the next phase experts at Hong Kong University Stroke to host the in the redevelopment of our Taikoo Place as a Global “Together We Care for Stroke” exhibition at Cityplaza, Business District. which helped to raise awareness of stroke prevention and provided free health check-ups for the public. They also Our achievements this year would not have been possible launched the one-year “Care for our Carers” project in without the inspiring efforts of our colleagues. They remain collaboration with the YWCA, to provide much-needed critical to realising our SD 2030 targets and to our overall support to caregivers. These are just some of the important success. Looking ahead to 2024 and beyond, we will initiatives which the team has hosted this year. We are continue to prioritise our people, with new initiatives immensely proud of all their efforts. including training and development opportunities to The launch of Quarryside in 2023 has also had a catalytic support them as we enter a new phase of growth for effect on the Quarry Bay community. The new space has our business. I would like to thank our talented team at rapidly become a vibrant community hub, with over 200 Swire Properties for making this a memorable year, as well events hosted since its opening in July 2023. Looking as our shareholders, partners and the community for your ahead, we hope to further utilise the space for more ongoing support. community-led events in the district. Empowering youth remains a key priority for our Tim Blackburn community work. In 2023 we continued the Swire Chief Executive Properties Placemaking Academy (“SPPA”), which saw Hong Kong, 14th March 2024 10 university students design our White Christmas Street Fair under the mentorship of leading industry figures and our own senior management team. We also launched the inaugural Placemaking Academy Junior Programme for secondary students, a collaboration with the E-League of the Eastern District Office of the Home Affairs Department. 23
KEY BUSINESS STRATEGIES As a leading developer, owner and operator of mixed-use, principally commercial, properties in Hong Kong and the Chinese Mainland, our strategic objective is sustainable growth in shareholder value in the long term. To achieve this objective, we employ five strategies. 1. Create long-term value by conceiving, with a view to the long term, to maintain consistently designing, developing, owning and high levels of service and to enhance and reinforce managing transformational mixed-use our assets. By doing so, we believe that we will and other projects in urban areas maximise the occupancy and earnings potential of our properties. We will continue to design projects which we believe Tenants increasingly scrutinise the sustainable will have the necessary scale, mix of uses and transport development credentials of landlords and buildings. links to become key commercial destinations and to We aim to be at the forefront of sustainable transform the areas in which they are situated. development by designing energy efficient buildings through the innovative use of design, materials and 2. Maximise the earnings and value of our new technology, and by engagement with tenants and completed properties through active others with whom we do business. asset management and by reinforcing 3. Develop luxury and high quality our assets through enhancement, residential property activities redevelopment and new additions We manage our completed properties actively We will look to acquire appropriate sites for (including by optimising the mix of retail tenants and development of luxury and high quality residential early renewal negotiations with office tenants) and projects for trading and investment in the markets in which we operate. 24
SWIRE PROPERTIES ANNUAL REPORT 2023 4. Focus principally on Hong Kong and the While we will continue to concentrate on Hong Kong Chinese Mainland and the Chinese Mainland, we intend to expand selectively in South East Asia. In Hong Kong, we will continue to focus on reinforcing our existing investment property assets and on seeking 5. Manage our capital base conservatively new sites suitable for transformative developments We intend to maintain a strong balance sheet with a and for residential projects. view to investing in and financing our projects in a We aim to replicate in the Chinese Mainland our disciplined and targeted manner. success in Hong Kong. We intend to take a measured We aim to maintain exposure to a range of debt approach to land purchases in the Chinese Mainland maturities and a range of debt types and lenders. Our and will focus on developments where we can secure current debt profile reflects a mix of revolving and term sites through early engagement with local bank loans and medium term notes. governments who recognise our strengths in developing large-scale mixed-use projects. In implementing the above strategies, the principal risks We will seek residential development opportunities in and uncertainties facing the Group are that the economies the Chinese Mainland. These are likely to be ancillary in which it operates (in particular Hong Kong and the to our mixed-use developments. However, in the right Chinese Mainland) will not perform as well in the future as locations and cities we may also consider standalone they have in the past and the uncertainties as to whether residential development opportunities. Our residential this will happen. developments will be aimed at buyers of luxury and high quality properties, where we believe we have a competitive advantage. 25
MANAGEMENT DISCUSSION & ANALYSIS
TWO TAIKOO PLACE, HONG KONG
REVIEW OF OPERATIONS 2023 2022 HK$M HK$M Revenue Gross Rental Income derived from Office 5,835 6,003 Retail 7,143 5,849 Residential 430 374 (1) Other Revenue 117 114 Property Investment 13,525 12,340 Property Trading 166 921 Hotels 979 565 Total Revenue 14,670 13,826 Operating Profit/(Losses) derived from Property investment From operations 8,261 7,702 Sale of interests in investment properties (60) 571 Fair value (losses)/gains in respect of investment properties (2,829) 801 Property trading (89) 209 Hotels (103) (259) Total Operating Profit 5,180 9,024 Share of Post-tax (Losses)/Profit from Joint Venture and Associated Companies (292) 1,455 Profit Attributable to the Company’s Shareholders 2,637 7,980 (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 fair value 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 Chinese Mainland, the Group’s investment properties recorded fair value losses of HK$3,638 million and HK$920 million respectively in 2023. In the U.S.A., investment properties recorded fair value gain of HK$166 million. There are further adjustments to remove the effect of the movement in the fair value of the liability in respect of a put option in favour of the owner of a non-controlling interest and remeasurement gains on interests in joint venture companies which became subsidiary companies after completion of acquisition. Amortisation of right-of-use assets classified as investment properties is charged to underlying profit. 28
SWIRE PROPERTIES ANNUAL REPORT 2023 2023 2022 Underlying Profit Reconciliation Note HK$M HK$M Profit Attributable to the Company’s Shareholders per Financial Statements 2,637 7,980 Adjustments in respect of investment properties: Fair value losses/(gains) in respect of investment properties (a) 4,392 (1,726) Deferred tax on investment properties (b) 461 1,402 Fair value gains realised on sale of interests in investment properties (c) 4,398 915 Depreciation of investment properties occupied by the Group (d) 22 22 Non-controlling interests’ share of fair value movements less deferred tax 8 144 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) 39 49 Remeasurement gains on interests in joint venture companies which became subsidiary companies after completion of acquisition (f) (306) – Less amortisation of right-of-use assets reported under investment properties (g) (81) (80) Underlying Profit Attributable to the Company’s Shareholders 11,570 8,706 Profit from divestment (4,285) (1,530) Recurring Underlying Profit Attributable to the Company’s Shareholders 7,285 7,176 Notes: (a) This represents the fair value movements as shown in the Group’s consolidated statement of profit or loss and the Group’s share of fair value movements of joint venture and associated 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 and associated companies. These comprise deferred tax on fair value 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 fair value 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) The remeasurement gains on interests in joint venture companies were calculated principally by reference to the estimated market value of the underlying properties portfolio of the joint venture companies, netting off with all related cumulative exchange difference. (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. 29
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS Underlying Profit Movement in HK$M Underlying Profit 12,000 +116 -248 11,570 +2,755 +241 10,000 8,706 8,000 Underlying profit Increase in losses in 2022 from property 6,000 trading Increase in profit Decrease in losses 4,000 from divestment from hotels Increase in profit Underlying profit 2,000 from property in 2023 investment 0 2023 2022 Our reported profit attributable to shareholders in 2023 was In Hong Kong, the retail portfolio has significantly HK$2,637 million, compared to a profit of HK$7,980 million recovered, following the lifting of all travel restrictions and in 2022. There was a fair value loss on investment pandemic related control measures, together with the properties (after deducting non-controlling interests) of investment in marketing, digital and loyalty initiatives. HK$4,401 million in 2023, compared with a fair value gain Despite a weak office market (reflecting subdued demand on investment properties (after deducting non-controlling and increased supply), the office portfolio in Hong Kong interests) of HK$1,573 million in 2022, principally due to has proved to be resilient with solid occupancy, as a result the decrease in the fair value gain on the retail investment of the high sustainability standards of the office buildings. properties in the Chinese Mainland and the fair value loss In the Chinese Mainland, foot traffic improved significantly on the investment properties under development (as and retail sales strongly exceeded pre-pandemic levels opposed to a fair value gain for 2022). for most of our malls, after the COVID-19 associated Underlying profit attributable to shareholders (which restrictions were lifted. principally adjusts for changes in fair value of investment In the U.S.A., retail sales and gross rental income were properties) increased by HK$2,864 million from HK$8,706 strong. million in 2022 to HK$11,570 million in 2023. The increase The small underlying loss from property trading in 2023 principally reflected the profit on disposal of certain office was primarily a result of sales and marketing expenses floors in Hong Kong. incurred for several residential trading projects. Recurring underlying profit (which excludes the profit from The hotel businesses in Hong Kong and the Chinese divestment) was HK$7,285 million in 2023, compared with Mainland recovered strongly following the lifting of HK$7,176 million in 2022. COVID-19 measures and the full reopening of the border. Recurring underlying profit from property investment There was solid performance in the U.S.A. hotels. increased in 2023. This mainly reflected higher retail rental income from Hong Kong and the Chinese Mainland, partly offset by lower office rental income from Hong Kong. 30
SWIRE PROPERTIES ANNUAL REPORT 2023 Valuation of HK$M Investment Properties 300,000 250,000 200,000 150,000 Completed 100,000 Under development 50,000 0 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Gross Rental Income HK$M (After Deduction of 14,000 Rental Concessions) 12,000 10,000 Hong Kong Chinese 8,000 office Mainland 6,000 Hong Kong U.S.A. and retail elsewhere 4,000 Hong Kong 2,000 residential 0 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Underlying HK$M Operating Profit 27,000 24,000 21,000 18,000 15,000 12,000 Property Hotels 9,000 investment 6,000 3,000 Property Divestment 0 trading -3,000 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 31
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS Attributable GFA Completed Investment (000 sq. ft.) Property and Hotel 35,000 Portfolio by Location 30,000 25,000 Hong Kong 20,000 15,000 Chinese Mainland 10,000 U.S.A. 5,000 0 2023 2024 2025 2026 2027 2028 2029 2030 and later Attributable GFA Completed Investment (000 sq. ft.) Property and Hotel 35,000 Portfolio by Type 30,000 25,000 20,000 15,000 Office Hotels/Residential/ Serviced apartments 10,000 Retail Under planning 5,000 0 2023 2024 2025 2026 2027 2028 2029 2030 and later HK$100 Billion Commitment for new projects Investment Plan 58% COMMITTED Hong Kong Chinese Mainland Committed Residential trading projects (including in Remaining target South East Asia) 0 10 20 30 40 50 Target (HK$ Bn) 32
SWIRE PROPERTIES ANNUAL REPORT 2023 In March 2022, the Company announced a plan to invest In February 2023, the Group acquired a 40% interest in a HK$100 billion over ten years in development projects in site located on Wireless Road in Lumphini sub-district in Hong Kong and the Chinese Mainland and in residential Pathum Wan district, Bangkok for a consideration of trading projects (including in South East Asia). The target approximately THB2.4 billion. In partnership with City allocation is HK$30 billion to Hong Kong, HK$50 billion to Realty Co. Ltd., the site is expected to be developed for the Chinese Mainland and HK$20 billion to residential residential use with a site area of approximately 136,000 trading projects (including in South East Asia). At 8th square feet. March 2024 approximately HK$58 billion of the planned In June 2023, the Group announced plans to develop a investments had been committed (HK$11 billion to luxury residential and hospitality project in Miami, which Hong Kong, HK$37 billion to the Chinese Mainland and will include the redevelopment of the existing Mandarin HK$10 billion to residential trading projects). Major Oriental Miami hotel. The project, which has been branded committed projects are residential developments at Chai as The Residences at The Mandarin Oriental, Miami, will Wan Inland Lot No. 178, at 269 Queen’s Road East, at consist of two towers at the southernmost point of Brickell 983-987A King’s Road and 16-94 Pan Hoi Street in Hong Key. The first tower will comprise luxury private residences Kong, and at Wireless Road in Bangkok, a retail-led mixed- managed by Mandarin Oriental. The second tower will use development in Xi’an, a retail-led development in comprise a new Mandarin Oriental hotel as well as private Sanya, mixed-use developments in the Yangjing and residences and hotel residences. Sales reservations were New Bund in Shanghai, office and other commercial use launched in December 2023. developments at 8 Shipyard Lane and at 1067 King’s Road in Hong Kong. Uncommitted projects include further In July 2023, the Group obtained full ownership of Wah Ha retail-led mixed-use projects in Tier 1 and emerging Tier 1 Factory Building in Quarry Bay, Hong Kong. Together with cities in the Chinese Mainland, including Guangzhou and the adjacent wholly-owned Zung Fu Industrial Building, Beijing, with a plan to double our gross floor area in the the two sites are intended to be redeveloped for office and Chinese Mainland, further expansion at Pacific Place and other commercial uses. Taikoo Place in Hong Kong as well as further residential In July 2023, a joint venture company in which the Group trading projects in Hong Kong, the Chinese Mainland, holds a 25% interest started the pre-sales of LA Miami and South East Asia. MONTAGNE, a residential development in Wong Chuk Key Developments Hang, Hong Kong. Superstructure works of the development are in progress. In December 2022, the Group entered into three In September 2023, the Group successfully bid and entered conditional agreements with the Sino-Ocean group to into equity transfer agreements to acquire a 40% equity acquire further interests in Taikoo Li Chengdu (formerly interest in each of the Shanghai Yangjing Mixed-use Project known as Sino-Ocean Taikoo Li Chengdu). Under the first and the Shanghai New Bund Mixed-use Project, from agreement (which was completed in December 2022), Shanghai Lujiazui Group Co., Ltd and Shanghai Qiantan the Group’s interest in Taikoo Li Chengdu increased from International Commercial Area Investment Group Co., Ltd 50% to 65%. Under the second agreement (which was (“Lujiazui Group”), respectively. The consideration was completed in February 2023), the Group’s interest in the RMB6,594 million for the Shanghai Yangjing Mixed-use property management of Taikoo Li Chengdu increased to Project and RMB3,116 million for the Shanghai New Bund 100%. Under the third agreement (which was completed in Mixed-use Project. The two sites will be developed into February 2023), the Group’s interest in the investment large-scale, mixed-use projects, including retail, office and properties of Taikoo Li Chengdu increased to 100%. premium residential components. The Yangjing and The consideration was RMB1,000 million under the first New Bund projects have an expected gross floor area of agreement, RMB59 million under the second agreement approximately 4,200,000 and 4,100,000 square feet and RMB4,491 million under the third agreement. respectively. The transactions were completed in November 2023. 33
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS In October 2023, a joint venture company in which the Portfolio Overview Group holds a 50% interest obtained full ownership of The aggregate gross floor area (“GFA”) attributable the sites in 983-987A King’s Road and 16-94 Pan Hoi to the Group at 31st December 2023 was approximately Street in Quarry Bay. The sites are intended to be 39.1 million square feet. redeveloped for residential and retail uses. In November 2023, the Group entered into agreements Of the aggregate GFA attributable to the Group, for the sale of twelve office floors (42nd to 54th floors approximately 34.4 million square feet are investment excluding the 49th floor) at One Island East in Quarry properties and hotels, comprising completed investment Bay, Hong Kong to the Securities and Futures properties and hotels of approximately 24.4 million square Commission (“SFC”) for a total consideration of HK$5.4 feet and investment properties under development or held billion. The completion of the sale of the nine floors for future development of approximately 10.0 million (45th to 54th floors excluding the 49th floor) currently square feet. In Hong Kong, the investment property and occupied by SFC took effect in December 2023. The hotel portfolio comprise approximately 14.2 million square completion for the 43rd floor will take place not earlier feet attributable to the Group of primarily Grade-A office than 31st December 2025 and not later than 31st and retail premises, hotels, serviced apartments and other December 2026 while the completion for the 44th floor luxury residential accommodation. In the Chinese will take place not earlier than 31st December 2026 and Mainland, the Group has interests in ten major commercial not later than 31st December 2027, and the completion developments in prime locations in Beijing, Guangzhou, for the 42nd floor will take place not earlier than 31st Chengdu, Shanghai, Xi’an and Sanya. These developments December 2027 and not later than 31st December 2028. are expected to comprise approximately 18.1 million The total GFA of the twelve floors is approximately square feet of attributable GFA when they are all 300,000 square feet. completed. Of this, 10.6 million square feet has already been completed. Outside of Hong Kong and the Chinese In February 2024, the Group obtained the occupation Mainland, the investment property portfolio comprises the permit for Six Pacific Place. Six Pacific Place, the newest Brickell City Centre development in Miami, U.S.A. addition to Pacific Place, is an office tower with an The tables below illustrate the GFA (or expected GFA) aggregate GFA of approximately 223,000 square feet. attributable to the Group of the investment property and hotel portfolio at 31st December 2023. Completed Investment Properties and Hotels (GFA attributable to the Group in million square feet) Residential/ Serviced Under Office Retail Hotels(1) Apartments Planning Total Hong Kong 9.2 2.6 0.8 0.6 – 13.2 Chinese Mainland 2.9 6.2 1.3 0.2 – 10.6 U.S.A. – 0.3 0.3 – – 0.6 Total 12.1 9.1 2.4 0.8 – 24.4 34
SWIRE PROPERTIES ANNUAL REPORT 2023 Investment Properties and Hotels Under Development or Held for Future Development (expected GFA attributable to the Group in million square feet) Residential/ Serviced Under Office Retail Hotels(1) Apartments Planning Total Hong Kong 0.2 – – – 0.8 1.0 Chinese Mainland 1.6 2.1 0.1 – 3.7 7.5 (2) U.S.A. – – – – 1.5 1.5 Total 1.8 2.1 0.1 – 6.0 10.0 Total Investment Properties and Hotels (GFA (or expected GFA) attributable to the Group in million square feet) Residential/ Serviced Under Office Retail Hotels(1) Apartments Planning Total Total 13.9 11.2 2.5 0.8 6.0 34.4 (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 and The River in Vietnam. There are nine residential projects under development, four in Hong Kong, two in the Chinese Mainland, one in Indonesia, one in Vietnam and one in Thailand. There is also a plan to develop a residential project on part of our 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 31st December 2023. 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 1.1 1.1 Chinese Mainland – 0.5 0.5 U.S.A. and elsewhere 0.0 3.1 3.1 Total 0.0 4.7 4.7 (1) Completed development in Hong Kong comprises EIGHT STAR STREET and completed development in U.S.A. and elsewhere comprises The River in Vietnam. 35
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS 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 3% 2% Properties GFA (Excl. Hotels) Hong Kong 43% 54% 40% 58% Chinese Mainland U.S.A. 31st December 2023 31st December 2022 Attributable Gross 2% 2% Rental Income Hong Kong 40% 37% 58% 61% Chinese Mainland U.S.A. Year ended 31st December 2023 Year ended 31st December 2022 Net Assets 3% 2% Employed 23% 19% Hong Kong 74% 79% Chinese Mainland U.S.A. and elsewhere 31st December 2023 31st December 2022 36
SWIRE PROPERTIES ANNUAL REPORT 2023 Investment Properties – Hong Kong Offices Overview The completed office portfolio in Hong Kong comprises an aggregate of 9.8 million square feet of space on a 100% basis. Total attributable gross rental income from our office properties in Hong Kong was HK$5,772 million in 2023. At 31st December 2023, our office properties, completed and under development, in Hong Kong were valued at HK$181,947 million. Of this amount, the Company’s attributable interest was HK$172,469 million. Hong Kong Office Portfolio GFA (sq. ft.) Occupancy Attributable (100% Basis) (at 31st December 2023) Interest Pacific Place 2,186,433 98% 100% (1) and Taikoo Place – One Island East One Taikoo Place 2,322,772 93% 100% Taikoo Place – Two Taikoo Place 994,545 62% 100% (2) 3,122,431 90% 50%/100% Taikoo Place – Other Office Towers (3) 1,158,595 86% 26.67%/50%/100% Others Total 9,784,776 (1) Excluding the 45th to 54th floors (except for the 49th floor) disposed of. (2) Including PCCW Tower, of which the Group owns 50%. (3) Others comprise One Citygate (26.67% owned), Berkshire House (50% owned), SPACES.8QRE (wholly-owned), Five Pacific Place (wholly-owned and formerly known as 28 Hennessy Road) and South Island Place (50% owned). Gross rental income from the Hong Kong office portfolio in 2023 was HK$5,466 million, 2% lower than in 2022. Demand remained subdued reflecting continued economic uncertainty and the high interest rate environment. Office rental remained under pressure given increased availability (due to vacancy and new supply). However, our office portfolio was resilient. Leasing activity has picked up since the reopening of the border, with increased inspections. We continue to leverage on our placemaking attributes including health and wellness, amenity provision and our ESG credentials. At 31st December 2023, the office portfolio was 89% let. Excluding Two Taikoo Place (which was completed in September 2022), the office portfolio was 93% 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 31st December 2023. Office Area by Tenants’ Businesses 10.9% (At 31st December 2023) 0.6% 7.6% 26.9% Banking/Finance/ Professional services Real estate/Construction/ Securities/Investment (Accounting/Legal/ Property development/ Management consulting/ Architecture 8.8% Trading Corporate secretarial) Advertising and Insurance public relations Others 9.9% Technology/ 19.5% Media/Telecoms 15.8% 37
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS PACIFIC PLACE HONG KONG At 31st December 2023, the top ten office tenants (based At Six Pacific Place, tenants have committed (including on attributable gross rental income in the twelve months by way of letters of intent) to take approximately 40% ended 31st December 2023) together occupied of the space at 31st December 2023. Occupation permit approximately 21% of the Group’s total attributable office has been obtained in February 2024. Sotheby’s, area in Hong Kong. Pinebridge, British-American Tobacco and Maison Pacific Place Kayser agreed to lease spaces. The performance of the offices at One, Two, and Three Taikoo Place Pacific Place was resilient in 2023. These offices were 98% The performance of One Taikoo Place and One Island let at 31st December 2023. Standard Chartered Bank, ABN East (excluding the nine floors disposed of) at Taikoo Amro, Hong Kong Investment Corporation, FWD Life Place was resilient. These two offices towers were 98% Insurance, TF International Securities, Edrington, Asia and 89% let respectively at 31st December 2023. In Energy Logistics Group, Global Energy Corporation and Stat One Island East, CITIC Securities, Freshfields, SK hynix, Lab became tenants. CITIC Securities and NH Investment Tiffany & Co., Viatris and Zurich renewed their leases. Securities leased more spaces. Sino-Ocean, Guosen Meanwhile in One Taikoo Place, Spitalfields and Securities, Jason Pow Chambers, Poly Auction, Weihong Stephenson Harwood became tenants, and RPC Investment, Industrial Bank of Korea, Parkside Chambers, relocated within the same building. CTI Capital, Volant Trading and CDB Aviation renewed their leases. SAIF and Fidelity confirmed their relocation within the same portfolio upon the lease expiry. 38
SWIRE PROPERTIES ANNUAL REPORT 2023 Two Taikoo Place was 62% leased. Accounting and Hong Kong Office Market Outlook Financial Reporting Council, Neo Derm and Sumitomo The office market in Hong Kong is expected to remain Mitsui Banking Corporation became tenants. subdued in 2024, on the back of weak demand and There are six other office towers at Taikoo Place increased availability. Increasing competition from (including PCCW Tower, in which we have a 50% Central and Kowloon East will continue to exert interest). These offices were 90% let at 31st December downward pressure on rents across the portfolio. The 2023. Azeus Systems, China Road & Bridge Corporation, ‘flight-to-quality’ trend is expected to benefit the Group, EC Healthcare, GO24, GP Asset Settlement Services, as prospective tenants upgrade their offices and place a Radiance Sea, AXA XL Insurance and YNBY Hong Kong higher value on sustainability as well as the health and became tenants. AlphaSights, DFI Retail Group, and FWD wellness of their workforce. Assuming improvements in leased more space, while Dr. Steven Chung, Mars, and the financial markets, stabilisation of interest rate and an Zuellig Pharma relocated within the same portfolio. ANZ, increase in economic activity, the demand for Grade-A Balenciaga, Baxter, Boston Scientific Hong Kong, Canali, office space, particularly from financial institutions and China Airlines, Coca-Cola China, Crestron, Dell, ELEVATE, professional services companies, should recover. Excellent Management, Extrawell Pharmaceutical, Gucci, The following chart shows the percentage of attributable JobsDB, McDonald’s, Mox Bank, NetApp, Priority Pass, gross rental income from the office properties in Hong RGA Reinsurance Company, Vodafone, Western Digital Kong, for the month ended 31st December 2023, derived and Wong & Ouyang (HK) renewed their leases. from leases expiring in the periods with no committed South Island Place renewals or new lettings. Tenancies accounting for approximately 15.2% of the attributable gross rental The offices were 88% let at 31st December 2023. Tenants income in the month of December 2023 are due to include KPMG, Fleet Management Limited, the expire in 2024, with tenancies accounting for a further Competition Commission and SCMP. The Group has a 19.1% of such rental income due to expire in 2025. 50% interest in the development. Office Lease Expiry Profile 70% (At 31st December 2023) 60% 50% 40% 30% 20% 10% 0 2024 2025 2026 and later 39
MANAGEMENT DISCUSSION & ANALYSIS 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 grew by 14%, to HK$2,638 million in 2023. Disregarding rental concessions, total attributable gross rental income increased by 6%. At 31st December 2023, our retail properties in Hong Kong were valued at HK$53,214 million. Of this amount, the Group’s attributable interest was HK$44,250 million. The portfolio principally consists of The Mall at Pacific Place, Cityplaza at Taikoo Shing and Citygate Outlets at Tung Chung. The Group wholly owns The Mall and Cityplaza, and has 26.67% interest in the Citygate development (comprising Citygate Outlets). The malls are managed by the Group. Hong Kong Retail Portfolio GFA (sq. ft.) Occupancy Attributable (100% Basis) (at 31st December 2023) Interest The Mall, Pacific Place 711,182 96% 100% Cityplaza 1,096,898 100% 100% Citygate Outlets 803,582 100% 26.67% (1) Others 549,558 100% 26.67%/60%/100% Total 3,161,220 (1) 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 (26.67% owned). Gross rental income from the retail portfolio in Hong Kong However, we remain confident that the sales momentum in was HK$2,453 million in 2023, a 13% increase from 2022. Hong Kong retail business will continue in 2024. Retail sales Disregarding rental concessions, gross rental income in 2023 increased by 44% at The Mall, Pacific Place, by 43% increased by 5%. Following the lifting of all travel at Citygate Outlets, and by 6% at Cityplaza. Retail sales in restrictions and COVID-19 related measures, and with the Hong Kong as a whole increased by 16% in 2023. investment in marketing, digital and loyalty initiatives, the The malls were almost fully let throughout the year. Hong Kong retail portfolio has recovered significantly in 2023. Sales have returned to pre-pandemic levels in some The chart below shows the mix of the tenants of the retail of our malls. There are still factors such as a strong US properties by the principal nature of their businesses currency, a rebound in outbound travel and a high interest (based on internal classifications) as a percentage of the rate environment which might affect local consumptions. retail area at 31st December 2023. Retail Area by Tenants’ Businesses (At 31st December 2023) 24.3% 28.3% Fashion and Department Jewellery accessories stores and watches 0.9% Food and Supermarkets Ice rink 1.9% beverages 4.2% Cinemas Others 5.1% 20.7% 14.6% 40
SWIRE PROPERTIES ANNUAL REPORT 2023 CITYPLAZA HONG KONG At 31st December 2023, the top ten retail tenants (based Cityplaza on attributable gross rental income in the twelve months Cityplaza is the largest shopping mall on Hong Kong Island, ended 31st December 2023) together occupied with a total floor area of approximately 1.1 million square approximately 26% of the Group’s total attributable retail feet. The six-level mall has more than 170 shops and area in Hong Kong. restaurants, a cinema, an indoor ice rink and over 800 The Mall at Pacific Place indoor parking spaces. Continued improvements to the tenant mix, promotions and activities in the mall make it an The Mall at Pacific Place is in the mixed-use Pacific Place attractive place to shop, eat and be entertained. development. The offices and the four hotels at Pacific Cityplaza was fully let throughout 2023 despite the retail Place provide a flow of shoppers for The Mall. market continued to be competitive due to the increasing The Mall was almost fully let during the year. Despite a outbound travel. New tenants were introduced including more competitive retail environment, enhancement to the Champion, Clarins, Clémence by RUE MADAME, retail tenant mix continued. New and experiential retail COMEBUYTEA, Fresh, La Famille, LeSportsac, Lovisa, brands were introduced. Aigle, Amante, APM Monaco, Mellow Brown Coffee by UCC, Pop Mart, Tea WG, Tian Tian Blancpain, Boutique by The Grand, Fleuria, Maje and Authentic and THE MATCHA TOKYO. Carnival, the new food Simply Toys became tenants. Louis Vuitton and Tiffany & hall and Sushi Taka, a Japanese restaurant, were opened in Co. had expansion. The premises occupied by Apinara Thai January 2023. Penna, a casual Italian dining restaurant was Cuisine and Bar, Balmain Paris, Brooks Brothers, Caviar opened in July. IKEA was opened in August and has House, JOYCE Beauty, MAX&Co. and Theory were refitted. introduced “Tai Koo Plan and Order Point” and Swedish bistro on ground floor. APiTA completed its last phase of renovation on basement floor by December 2023. 41
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS Citygate Outlets Hong Kong Retail Market Outlook Citygate Outlets is the largest premium outlet mall in It is expected that footfall and tenants’ sales in Hong Kong Hong Kong with approximately 200 shops and restaurants, will continue to improve despite uncertainty over economic and with two hotels. It is near tourist attractions and environment, outbound travel and volatile stock market. transportation links (Hong Kong International Airport and With our strong marketing campaigns and loyalty the Hong Kong-Zhuhai-Macao Bridge) which appeals to programme initiatives, it is anticipated that the sales both local shoppers and tourists. momentum will carry on. The mall was fully let in 2023. With the recovery of market The following chart shows the percentage of attributable sentiment, 14 new brands, including food and beverage gross rental income from the retail properties in Hong outlets, were introduced. These outlets include Alice and Kong, for the month ended 31st December 2023, derived Olivia by Stacey Bendet, Bossini, Diesel, eslite bookstore, from leases expiring in the periods with no committed Go Wild, lululemon, Luxba Fashion Outlet, Marni, renewals or new lettings. Tenancies accounting for Marimekko, Moody Tiger and Sam Edelman. Watami group approximately 28.2% of the attributable gross rental has brought two new concept restaurants namely Firebird income in the month of December 2023 are due to expire in Japanese Grill & Bar and Tsujijan. Meet Fresh was opened 2024, with tenancies accounting for a further 24.5% of such by December 2023. rental income due to expire in 2025. Retail Lease Expiry Profile 50% (At 31st December 2023) 40% 30% 20% 10% 0 2024 2025 2026 and later 42
SWIRE PROPERTIES ANNUAL REPORT 2023 Residential Taikoo Shing Car Parking Spaces The completed residential portfolio comprises Pacific Place Since November 2020, the Group has offered 2,530 car Apartments at Pacific Place, EAST Residences in Quarry parking spaces in the Taikoo Shing residential development Bay, STAR STUDIOS in Wan Chai and a number of luxury in Hong Kong for sale. 2,521 of these car parking spaces houses on Hong Kong Island and Lantau Island, with an had been sold at 8th March 2024. Sales of 2,146 car parking aggregate GFA of approximately 0.6 million square feet. spaces had been recognised at 31st December 2023, 694 of The residential portfolio was 78% let at 31st December them in 2023. Sales of 375 car parking spaces are expected 2023. Demand for our residential investment properties to be recognised in 2024. has been boosted by tenants arriving from the Chinese One Island East, 18 Westlands Road Mainland under various talent admission schemes and In November 2023, the Group entered into agreements from overseas by staying in Hong Kong for business after for the sale of twelve office floors (42nd to 54th floors the reopening of the border. excluding the 49th floor) at One Island East in Quarry Bay Investment Properties Under Development to SFC. The completion of the sale of the nine floors Wah Ha Factory Building, 8 Shipyard Lane and (45th to 54th floors excluding the 49th floor) currently Zung Fu Industrial Building, 1067 King’s Road occupied by SFC took effect in December 2023. The completion for the 43rd floor will take place not earlier than In 2018, the Group submitted compulsory sale applications 31st December 2025 and not later than 31st December in respect of these two sites in Quarry Bay. The Group 2026 while the completion for the 44th floor will take place obtained full ownership of Zung Fu Industrial Building and not earlier than 31st December 2026 and not later than Wah Ha Factory Building in March 2022 and July 2023, 31st December 2027, and the completion for the 42nd floor respectively. The two sites are intended to be redeveloped will take place not earlier than 31st December 2027 and for office and other commercial uses with an aggregate not later than 31st December 2028. The total GFA of the GFA of approximately 779,000 square feet. twelve floors is approximately 300,000 square feet. Others 9-39 Hoi Wan Street and 33-41 Tong Chong Street In June 2022, the Group submitted a compulsory sale application in respect of this site in Quarry Bay. The gross site area is approximately 20,060 square feet. Proceeding with the development (the planning of which is being reviewed) is subject to the Group having successfully bid in the compulsory sale. 43
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS Investment Properties – Chinese Mainland Overview The property portfolio in the Chinese Mainland comprises an aggregate of 30.5 million square feet of space, 18.1 million square feet of which is attributable to the Group. Completed properties amount to 14.1 million square feet, with 16.4 million square feet under development. Total attributable gross rental income from investment properties in the Chinese Mainland was HK$6,045 million in 2023. At 31st December 2023, the investment properties in the Chinese Mainland were valued at HK$132,090 million. Of this amount, the Group’s attributable interest was HK$88,005 million. (1) Chinese Mainland Property Portfolio GFA (sq. ft.) (100% Basis) Investment Under Attributable Total Properties Hotels Planning Interest Completed Taikoo Li Sanlitun, Beijing 1,792,309 1,622,846 169,463 – 100% Taikoo Li Chengdu (2) 1,654,565 1,461,428 193,137 – 100% Taikoo Hui, Guangzhou 3,782,327 3,272,893 509,434 – 97% INDIGO, Beijing 1,894,141 1,535,840 358,301 – 50% HKRI Taikoo Hui, Shanghai 3,731,964 3,155,381 576,583 – 50% Taikoo Li Qiantan, Shanghai 1,188,727 1,188,727 – – 50% Hui Fang, Guangzhou 90,847 90,847 – – 100% Others 2,917 2,917 – – 100% Sub-Total 14,137,797 12,330,879 1,806,918 – Under Development (3) INDIGO Phase Two, Beijing 4,045,514 3,698,711 346,803 – 35% Taikoo Li Xi’an (4) 2,936,376 – – 2,936,376 70% Sanya (5) 2,233,401 2,233,401 – – 50% Shanghai New Bund Mixed-use Project(6) 2,980,380 2,980,380 – – 40% Shanghai Yangjing Mixed-use Project(7) 4,181,136 – – 4,181,136 40% Sub-Total 16,376,807 8,912,492 346,803 7,117,512 Total 30,514,604 21,243,371 2,153,721 7,117,512 (1) Including hotels and properties leased for investment. (2) The Group acquired the remaining 35% interest in Sino-Ocean Taikoo Li Chengdu in February 2023, and renamed it as Taikoo Li Chengdu in August 2023. The Group’s interest increased from 65% to 100% after the transaction. (3) This is an office-led mixed-use development. The development is planned to be completed in two phases, in 2025 and 2026. (4) This is a retail-led mixed-use development. The development scheme is being planned. The development is planned to be completed in phases from 2026. (5) This is a retail-led development. The development is planned to be completed in phases from late 2025. (6) This is a mixed-use development. The development is planned to be completed from 2025. (7) This is a mixed-use development including residential portion for trading. The development scheme is being planned. The development is planned to be completed in phases from 2027. 44
SWIRE PROPERTIES ANNUAL REPORT 2023 Gross rental income from the Group’s investment property properties in the Chinese Mainland increased by 20%, to portfolio in the Chinese Mainland was HK$4,593 million in HK$5,101 million, in 2023. Disregarding rental concessions 2023, 38% higher than in 2022, reflecting the recovery from and changes in the value of the Renminbi, total COVID-19, the improvement to tenant mix in the cities attributable gross rental income also increased by 20%. where our malls operate and share of incremental rental At 31st December 2023, our completed retail properties income arising from the acquisitions of additional interests in the Chinese Mainland were valued at HK$67,437 million. in Taikoo Li Chengdu during 2023. Of this amount, the Group’s attributable interest was HK$56,707 million. Retail The portfolio consists of Taikoo Li Sanlitun in Beijing, Taikoo The completed retail portfolio in the Chinese Mainland Li Chengdu and Hui Fang in Guangzhou, which are wholly- comprises an aggregate of 7.8 million square feet of space, owned by the Group, Taikoo Hui in Guangzhou, which is 6.2 million square feet of which is attributable to the Group. 97% owned, INDIGO in Beijing, HKRI Taikoo Hui and Taikoo Total attributable gross rental income from our retail Li Qiantan in Shanghai, each of which is 50% owned. Chinese Mainland Completed Retail Portfolio GFA (sq. ft.) Occupancy Attributable (100% Basis) (at 31st December 2023) Interest (1) Taikoo Li Sanlitun, Beijing 1,622,846 94% 100% (2) Taikoo Li Chengdu 1,354,624 97% 100% Taikoo Hui, Guangzhou 1,529,392 100% 97% INDIGO, Beijing 946,769 99% 50% HKRI Taikoo Hui, Shanghai 1,107,220 93% 50% Taikoo Li Qiantan, Shanghai 1,188,727 98% 50% Hui Fang, Guangzhou 90,847 100% 100% Total 7,840,425 (1) Including spaces allocated to prospective tenants who have signed letters of intent. (2) The Group acquired the remaining 35% interest in Sino-Ocean Taikoo Li Chengdu in February 2023, and renamed it as Taikoo Li Chengdu in August 2023. The Group’s interest increased from 65% to 100% after the transaction. In the Chinese Mainland, foot traffic improved significantly and retail sales strongly exceeded pre-pandemic levels for most of our malls, following the lifting of COVID-19 related restrictions. Our retail sales (excluding sales by vehicle retailers) in the Chinese Mainland increased on an attributable basis by 46% in 2023. Retail sales in Taikoo Li Sanlitun in Beijing, Taikoo Li Chengdu, Taikoo Hui in Guangzhou, INDIGO in Beijing, HKRI Taikoo Hui and Taikoo Li Qiantan in Shanghai increased by 31%, 33%, 15%, 27%, 29% and 79%, respectively in 2023. Retail sales in the Chinese Mainland market as a whole increased by 7%. The Group’s gross rental income from retail properties in the Chinese Mainland increased by 42%, to HK$4,191 million, in 2023. Disregarding rental concessions and changes in the value of the Renminbi, gross rental income increased by 45%. 45
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS 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 31st December 2023. Retail Area by Tenants’ Businesses (At 31st December 2023) 19.4% Fashion and Cinemas 3.3% accessories 44.7% 3.6% Food and Jewellery 5.1% beverages and watches Supermarkets Others 23.9% At 31st December 2023, the top ten retail tenants (based tenants in Taikoo Li Sanlitun West includes DESCENTE on attributable gross rental income in the twelve months Kinetic Lab Global Experience Centre, Nike Rise and Uniqlo ended 31st December 2023) together occupied Global Sanlitun Flagship Store. A footbridge connecting approximately 23% of the Group’s total attributable retail Taikoo Li Sanlitun South and Taikoo Li Sanlitun West was area in the Chinese Mainland. opened in 2023. Taikoo Li Sanlitun, Beijing Retail sales at Taikoo Li Sanlitun increased by 31% in 2023, Taikoo Li Sanlitun is in the Sanlitun area of the Chaoyang following the reopening of Workers’ Stadium and lifting of district of Beijing. It was our first retail development in the COVID-19 associated restrictions. Foot traffic recovered Chinese Mainland. It comprises three neighbouring retail to 2021 levels. Gross rental income increased by 4%. sites, South, North and West. There are approximately Demand for retail space at Taikoo Li Sanlitun is solid as it 284 retail outlets. reinforces its position as a fashionable retail destination. The development was 94% let at 31st December 2023 Taikoo Li Sanlitun South concentrates on contemporary including spaces allocated to prospective tenants who have fashion and designer brands. Apple, ARKET, Sephora, signed letters of intent. WE11DONE and World of Ralph Lauren are tenants. Improvement to tenant mix continued. In 2023, a number Taikoo Li Chengdu of new stores were opened including ARC’TERYX Concept Taikoo Li Chengdu (formerly known as Sino-Ocean Taikoo Li Boutique, Clarks Originals, DIESEL flagship store, GANNI, Chengdu) is in the Jinjiang district of Chengdu and is part Holzweiler, i.t blue block, ISSEY MIYAKE flagship store, Le of the Chunxi Road/Daci Temple shopping district. It is our Labo and Maison Margiela’s first northern China flagship second Taikoo Li project in the Chinese Mainland. Apple, store. Tenants in Taikoo Li Sanlitun North are principally Balenciaga, Boucheron, Cartier Maison, Dior Couture, retailers of luxury, designer fashion and lifestyle brands. Gucci, Harry Winston, Hermès, I.T, Louis Vuitton Maison and To enhance the leading luxury positioning in the Beijing The Hall by Louis Vuitton, Moncler, Muji, The World of Ralph market, structural works to facilitate the tenant mix Lauren, Fangsuo bookstore, Olé Supermarket and a 1,720- improvement at Taikoo Li Sanlitun North is in progress. seat Palace-j’aime cinema are tenants. In 2023, over Alexander McQueen, Balenciaga, Bape, CELINE, Gucci, I.T, 70 brands opened new stores or upgraded to their latest LOEWE, Moncler, CANADA GOOSE and SPACE are tenants. concept stores including Alexander McQueen, ARC’TERYX Jordan, Max Mara, Valentino and Versace became tenants Global Flagship, Baccarat, Moynat, Hasselblad, Homme by in 2023. As an extension to Taikoo Li Sanlitun South, Issey Miyake, Holzweiler, Stone Island, Toteme, The Cheesecake Factory and Wang De Chuan Teahouse. 46
SWIRE PROPERTIES ANNUAL REPORT 2023 TAIKOO LI SANLITUN BEIJING Disregarding the impact arising from the incremental INDIGO, Beijing shareholding at Taikoo Li Chengdu, retail sales and gross INDIGO mall is in the Jiangtai area in the Chaoyang district rental income increased by 33% and 12% respectively. The of Beijing. It is directly linked to the Beijing Metro Line 14 Group continues to reinforce the development as a and is near the airport expressway. Massimo Dutti, i.t, Muji, premium shopping and leisure destination. The Uniqlo, SISYPHE bookstore, Sundan, BHG Market Place and development was 97% let at 31st December 2023. a seven-house with 1,000-seat CGV cinema are tenants. Taikoo Hui, Guangzhou ARMANI EXCHANGE, Calvin Klein, DESCENTE, KAILAS, Max & Co., NEIWAI Active, On, Shokz, erdos KIDS, Fila Kids, Taikoo Hui is in the Tianhe district of Guangzhou. Its mall is New Balance KIDS and JEWELRIA CHOW TAI FOOK became a popular shopping centre in Guangzhou. Bottega Veneta, tenants in 2023. The mall has strengthened its market Cartier, Chanel, DIOR, Gucci, Hermès, I.T, Louis Vuitton, position in the northeast Beijing through its continuous Saint Laurent, Van Cleef & Arpels, Uniqlo, Victoria’s Secret, tenant mix improvement. Fangsuo bookstore and Olé Supermarket are tenants. Retail sales and gross rental income at INDIGO increased AKAK, CELINE, JEWELRIA CHOW TAI FOOK, CARVEN, by 27% and 13% respectively in 2023. The mall was 99% let FERRAGAMO, GUCCI Beauty, LAOPU GOLD, LensCrafters, at 31st December 2023. Longines, LOEWE, LONGCHAMP, mo labo, Maison Margiela, On, Shake Shack and ZAKUZAKU became tenants in 2023. HKRI Taikoo Hui, Shanghai Retail sales and gross rental income at Taikoo Hui increased HKRI Taikoo Hui is on Nanjing West Road in the Jing’an by 15% and 5% respectively in 2023. There were district of Puxi, Shanghai. It has excellent transport improvements to the tenant mix. The mall was 100% let at connections, being next to the Nanjing West Road metro 31st December 2023. station (which serves three metro lines) and near the Yan’an Expressway. 47
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS HKRI Taikoo Hui is our second Taikoo Hui development in Tiffany & Co., Le Labo, Huawei, Perfume de Marly (first the Chinese Mainland. Starbucks Reserve Roastery, flagship store in Shanghai) and Snowpeak. At 31st December CANADA GOOSE, COS, diptyque, drivepro lab, Ermengildo 2023, tenants had committed to take 98% of the retail space Zegna, Guerlain, Golden Goose, IWC, Lululemon, LOEWE, and 95% of the lettable retail space was open. Max Mara, Nio, self-portrait, SPACE, Tesla, The Cheesecake Factory, Shanghai Club, Ho Hung Kee, Venchi and a Chinese Mainland Retail Market Outlook city’super supermarket are tenants. ALLSAINTS, Fred, After benefitting from years of double-digit growth in KANPAI CLASSIC, Lime Garden, Loewe Perfumes, Prada retail sales, 2024 is expected to be a year of stabilisation, Beauty, RIMOWA, Taschen, YSL Beauty and “& other where retailers will take a more prudent approach but stories” became tenants in 2023. maintaining positive outlook in medium to long term. Retail sales at HKRI Taikoo Hui increased by 29% in 2023 Inbound and outbound travel are anticipated to increase while gross rental income decreased by 3% as a result of and a recalibration between onshore and offshore certain part of the mall undergoing renovation. The mall spending behaviour from customers (as compared to was 93% let at 31st December 2023. pre-COVID-19 pattern) is expected. The overall demand for retail space is expected to be Taikoo Li Qiantan, Shanghai stable. It is expected that the demand for retail space from Jointly developed with a subsidiary of Shanghai Lujiazui retailers of luxury brands will remain strong in Guangzhou Finance & Trade Zone Development Co., Ltd., Taikoo Li and Chengdu. In Shanghai and Beijing, demand for retail Qiantan is a retail development in Qiantan, Pudong new space from fashion, cosmetics, lifestyle brands and food district in Shanghai. Connected with three metro lines, and beverage operators is expected to be steady with it has an aggregate GFA of 1,188,727 square feet and retailers of luxury brands taking a relatively more prudent space for around 270 shops. It is our second development expansion approach. in Shanghai and the third Taikoo Li project in the The following chart shows the percentage of attributable Chinese Mainland. gross rental income from the retail properties in the With the economic recovery from the pandemic, footfall Chinese Mainland, for the month ended 31st December and retail sales at Taikoo Li Qiantan were strong in 2023. 2023, derived from leases expiring in the periods with no Retail sales and gross rental income increased by 79% and committed renewals or new lettings. Tenancies accounting 22% respectively in 2023. A number of new stores was for approximately 33.9% of the attributable gross rental opened including the first Dior Café in the Chinese income in the month of December 2023 are due to expire in Mainland, the first Hennessy flagship store in Asia, the first 2024, with tenancies accounting for a further 21.4% of such Muji flagship store with marche in the Chinese Mainland, rental income due to expire in 2025. Retail Lease Expiry Profile 50% (At 31st December 2023) 40% 30% 20% 10% 0 2024 2025 2026 and later 48
SWIRE PROPERTIES ANNUAL REPORT 2023 Offices The completed office portfolio in the Chinese Mainland comprises an aggregate of 4.2 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 decreased by 1% to HK$857 million in 2023. Disregarding changes in the value of the Renminbi, total attributable gross rental income increased by 4%. At 31st December 2023, our completed office properties in the Chinese Mainland were valued at HK$20,613 million. Of this amount, the Group’s attributable interest was HK$12,841 million. The portfolio consists of 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 31st December 2023) Interest Taikoo Hui, Guangzhou 1,693,125 92% 97% INDIGO, Beijing 589,071 85% 50% HKRI Taikoo Hui, Shanghai 1,900,838 98% 50% Total 4,183,034 Demand for office space in Beijing, Shanghai and Guangzhou remained weak amid a slower than anticipated economic recovery. In Guangzhou, demand was weak and new supply continued to put pressure on office rents. In Shanghai, net absorption was lower than expected and new supply put pressure on rents in both core and decentralised areas. In Beijing, demand was weak putting downward pressure on rents, whilst new supply in core areas was limited. The Group’s gross rental income from office properties in the Chinese Mainland increased slightly to HK$366 million in 2023. Disregarding changes in the value of the Renminbi, the gross rental income increased by 6%. 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 31st December 2023. Office Area by Tenants’ Businesses (At 31st December 2023) 2.8% 6.6% 7.3% 27.6% Banking/Finance/ Professional services Pharmaceutical Securities/Investment manufacturing 14.8% Trading Technology/ Real estate/Construction/ Media/Telecoms Property development/ Architecture Others 15.4% 25.5% 49
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS HKRI TAIKOO HUI SHANGHAI At 31st December 2023, the top ten office tenants (based Beauty Farm, Donghong Runbao Medical, Elegant Prosper, on attributable gross rental income in the twelve months EVISU, Fosun Medical, Hermès, Intergulf, ITOCHU, Mintai ended 31st December 2023) together occupied Metal and SHURUI Robotics became tenants in 2023. approximately 45% of the Group’s total attributable office area in the Chinese Mainland. INDIGO, Beijing ONE INDIGO was 85% let at 31st December 2023. The main Taikoo Hui, Guangzhou tenants are technology, media and telecoms companies. There are two office towers in Taikoo Hui, Guangzhou. They Demand for office space in 2023 was weak and the were 92% let at 31st December 2023. Demand for office consolidation of technology, media and telecoms space in 2023 was weak and rents were under pressure. companies in Wangjing area of the Chaoyang district Canon, CapitaLand, Dior, Fedex, HSBC, Medtronic, exerted downward pressure on rents. Disney, Eli Lilly, Microsoft, Roche, Samsung, SK, Sumitomo Corporation, Mitsubishi, Rolls Royce, Schlumberger and Western Cloud TOYOTA and UOB are tenants. Chanel, Everwin Law Firm, are tenants. AWOT Global Corporation became tenant Eyugame and SGLA Law Firm leased more space in 2023. in 2023. 50
SWIRE PROPERTIES ANNUAL REPORT 2023 HKRI Taikoo Hui, Shanghai Beijing, limited new supply is expected in core areas There are two office towers at HKRI Taikoo Hui in Shanghai. meaning the market is well-placed once demand returns. In They were 98% let at 31st December 2023. Demand in Shanghai, new supply and existing vacant stock is expected 2023 was weaker than anticipated and new supply put to put downward pressure on office rents, however core pressure on rents. The main tenants are financial services central business districts are expected to be more stable. companies, pharmaceutical companies, law firms, gaming Overall, all cities continue to experience negative sentiment companies and retailers. Abbvie, Advent Capital, Alliance due to economic uncertainties which are causing tenants Bernstein, Amore Pacific, Bank of China, Bally, Beautiful to remain cautious. Office rents are expected to decline and Tree, BionTech, Byredo, Canali, Citic Capital, Clifford have yet to bottom out. Chance, EA, Eli Lilly, Fangda Partners, Fidelity, H&M, Harry The following chart shows the percentage of attributable Winston, Jimmy Choo, JLL, Jun He Law Offices, Michael gross rental income from the office properties in the Kors, Rothschild, Towers Research Capital, Versace and Chinese Mainland, for the month ended 31st December Warner Brothers are tenants. Alix Partners, Alliance 2023, derived from leases expiring in the periods with no Bernstein, Chanel, Investindustrial and Michael Kors committed renewals or new lettings. Tenancies accounting leased more space in 2023. Design Holding became a for approximately 19.1% of the attributable gross rental tenant in 2023. income in the month of December 2023 are due to expire in Chinese Mainland Office Market Outlook 2024, with tenancies accounting for a further 19.5% of such In Guangzhou, new supply in decentralised areas is rental income due to expire in 2025. expected to put downward pressure on office rents. In Office Lease Expiry Profile 70% (At 31st December 2023) 60% 50% 40% 30% 20% 10% 0 2024 2025 2026 and later 51
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS Serviced Apartments Sanya There are 24 serviced apartments at the Mandarin Oriental Strategically located in the heart of Haitang Bay National in Taikoo Hui Guangzhou, 42 serviced apartments at The Coastal Recreation Park in Sanya, the development is Temple House in Taikoo Li Chengdu and 102 serviced our first-ever resort-style premium retail development apartments at The Middle House Residences in HKRI including underground parking and other ancillary Taikoo Hui Shanghai. facilities, with GFA of approximately 2.2 million square feet. In collaboration with China Tourism Group Duty Free The performance of the serviced apartments in Shanghai in Corporation Limited, the development will be Phase III of 2023 improved following the lifting of COVID-19 associated the Sanya International Duty-Free Complex. Basement restriction. Occupancy at the Mandarin Oriental in works are in progress. The development is expected to be Guangzhou, The Temple House in Chengdu and The Middle completed in phases from late 2025. The Group has a 50% House Residences in Shanghai was 83%, 61% and 93% interest in this development. respectively at 31st December 2023. Chinese Mainland Serviced Apartments Shanghai New Bund Mixed-use Project Market Outlook The New Bund Mixed-use Project is situated within Shanghai’s middle-ring road and spans a site area of The performance of the serviced apartments is expected to approximately 686,000 square feet. Located at the improve in 2024. intersection of three Shanghai metro lines, the site is Investment Properties Under Development directly opposite to Taikoo Li Qiantan, our first joint venture development with the Lujiazui Group. It is a mixed-use INDIGO Phase Two, Beijing development comprising retail, office and residential INDIGO Phase Two is an extension of the existing INDIGO components, with an approximate GFA of 4.1 million square development, with a GFA of approximately four million feet (including retail floor area below ground). Office square feet. Jointly developed with the Sino-Ocean group, towers have been topped out. Basement and retail INDIGO Phase Two will be an office-led mixed-use construction works are in progress. The development is development and is planned to be completed in two expected to be completed from 2025. The Group has a 40% phases, in 2025 and 2026. Basement and superstructure interest in the development. works are in progress. The Group has a 35% interest in Shanghai Yangjing Mixed-use Project INDIGO Phase Two. Jointly developed with the Lujiazui Group, the Yangjing Taikoo Li Xi’an Mixed-use Project, which is along the Huangpu River and Taikoo Li Xi’an is located at the Small Wild Goose Pagoda within the inner-ring road in Pudong district of Shanghai, historical and cultural zone in the Beilin district of Xi’an will be developed into a mixed-use landmark comprising and is expected to be developed as a retail-led mixed-use premium residential properties, retail, office and cultural development comprising retail and cultural facilities, facilities, potentially a lifestyle hotel as well. The estimated a hotel and serviced residences. The estimated GFA is GFA is approximately 4.2 million square feet (including approximately 2.9 million square feet and is subject to the retail floor area below ground and residential portion for finalisation of development scheme. Excavation works are trading), subject to relevant plan approval. Basement in progress. The project is expected to be completed in structure works are in progress. The development is phases from 2026. The development is being done in expected to be completed in phases from 2027. The Group collaboration with Xi’an Cheng Huan Cultural Investment has a 40% interest in the development. and Development Co., Ltd. The Group has a 70% interest in Taikoo Li Xi’an. 52
SWIRE PROPERTIES ANNUAL REPORT 2023 The chart below illustrates the expected attributable area of the completed property portfolio in the Chinese Mainland. Attributable Area of GFA Completed Property Portfolio (000 sq. ft.) in the Chinese Mainland 18,500 Taikoo Li Sanlitun, Taikoo Li Qiantan, Shanghai New 14,800 Beijing Shanghai Bund Mixed-use (4) Project 11,100 Taikoo Li INDIGO Phase Two, Shanghai Yangjing (1) Chengdu Beijing Mixed-use (5) Taikoo Hui, (2) Project 7,400 Taikoo Li Xi’an Hui Fang, Guangzhou Guangzhou INDIGO, Beijing Sanya(3) 3,700 Others HKRI Taikoo Hui, 0 Shanghai 2022 2023 2024 2025 2026 2027 and later (1) The Group acquired the remaining 35% interest in Sino-Ocean Taikoo Li Chengdu in February 2023, and renamed it as Taikoo Li Chengdu in August 2023. The Group’s interest increased from 65% to 100% after the transaction. (2) The development is expected to open in phases from 2026. (3) The development is expected to open in phases from late 2025. (4) The development is expected to complete from 2025. (5) The development is expected to complete in phases from 2027. Others ZHANGYUAN, Shanghai In 2021, the Group formed a joint venture management company with Shanghai Jing’an Real Estate (Group) Co., Ltd. This company, in which the Group has a 60% interest, is engaged in the revitalisation and management of the ZHANGYUAN shikumen compound in the Jing’an district of Shanghai. When the revitalisation is completed, the compound will have a GFA (including car parking spaces) of 673,871 square feet above ground and 956,949 square feet underground. There are over 40 shikumen blocks, with about 170 two or three-storey houses. There are connections to three metro lines and to HKRI Taikoo Hui. The first phase (the West zone) was completed and opened in November 2022. Construction and renovation at the second phase (the East zone) are in progress. The second phase is planned to be completed and opened in late 2026. The Group does not have an ownership interest in the compound. 53
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS BRICKELL CITY CENTRE MIAMI Investment Properties – U.S.A. The Group owns 62.93% of the shopping centre at the Overview Brickell City Centre development. The remaining interest in the shopping centre is owned by Simon Property Group Brickell City Centre, Miami (25%) and Bal Harbour Shops (12.07%). Bal Harbour Shops Brickell City Centre is an urban mixed-use development in has an option, which has been exercisable since February the Brickell financial district of Miami, U.S.A. It has a site 2020, to sell its interest to the Group. area of 504,017 square feet (approximately 11.6 acres). The shopping centre was 100% leased (including by way of The first phase of the Brickell City Centre development letters of intent) at 31st December 2023. Retail sales in comprises a shopping centre, two office towers (Two and 2023 increased by 13% compared to the same period Three Brickell City Centre, which were sold in 2020), a hotel in 2022. with serviced apartments (EAST Miami, which was sold in The second phase of the Brickell City Centre development 2021) managed by Swire Hotels and two residential towers is being planned. (Reach and Rise) developed for sale. All the residential units at Reach and Rise have been sold. 54
SWIRE PROPERTIES ANNUAL REPORT 2023 Brickell City Centre, Miami (1) GFA (sq. ft.) Attributable (100% Basis) Interest Completed Shopping centre 496,508 62.9% Future Development Brickell City Centre land 1,510,000 100% Total 2,006,508 (1) Represents leasable/saleable area except for the car parking spaces, roof top and circulation areas. Miami Market Outlook In Miami, retail sales at the Brickell City Centre mall are expected to benefit from an improved tenant mix and population growth in central Miami. Valuation of Investment Properties The portfolio of investment properties was valued at 31st December 2023 on the basis of market value (96% 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$281,271 million, compared to HK$271,191 million at 31st December 2022. The increase in the valuation of the investment property portfolio primarily reflected the acquisition of subsidiary companies in the Chinese Mainland and the additions for the year, partly offset by a decrease in the fair value of the office investment properties in Hong Kong, the disposal of certain office floors in Hong Kong and foreign exchange translation losses in respect of the investment properties in the Chinese Mainland. Under HKAS 40, hotel properties are not accounted for as investment properties. The hotel buildings are included within property, plant and equipment. The leasehold land is included within right-of-use assets. Both are recorded at cost less accumulated depreciation or amortisation and any provision for impairment. Movement in HK$ Bn Investment Properties 288 286 +2.9 -4.0 284 +15.2 -1.2 282 281.3 At 1st January Net fair value Disposals 280 2023 gains in the 278 U.S.A. Net fair value Acquisition of Translation 276 losses in subsidiary differences 274 Hong Kong companies Net fair value Additions At 31st December 272 271.2 -3.0 gains in the 2023 270 Chinese Mainland 268 +0.1 +0.1 1st Jan 2023 31st Dec 2023 55
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS Property Trading Overview The trading portfolio comprises completed units available for sale at EIGHT STAR STREET in Hong Kong and The River in Vietnam. There are nine residential projects under development, four in Hong Kong, two in the Chinese Mainland, one in Indonesia, one in Vietnam and one in Thailand. There is also a plan to develop a residential project on part of our land banks in Miami, U.S.A. Property Trading Portfolio (At 31st December 2023) Actual/Expected GFA (sq. ft.) Construction Attributable (100% Basis) Completion Date Interest Completed Hong Kong – EIGHT STAR STREET, Wan Chai 3,091(1) 2022 100% Vietnam – The River, Ho Chi Minh City 22,959(1) 2022 20% Under Development Hong Kong – LA MONTAGNE, Wong Chuk Hang (formerly known as Wong Chuk Hang Station Package Four Property Development) 638,305 2024 25% – Chai Wan Inland Lot No. 178 692,276(2) from 2025 80% – 269 Queen’s Road East, Wan Chai 102,990(3) 2026 100% – 983-987A King’s Road and 16-94 Pan Hoi Street 440,000(5) 2028 50% Chinese Mainland – Shanghai New Bund Mixed-use Project 1,159,057(4) from 2025 40% – Shanghai Yangjing Mixed-use Project to be determined under planning 40% Indonesia – Savyavasa, South Jakarta 1,122,728 2024 50% Vietnam – Empire City, Ho Chi Minh City 5,357,318 2028 15.73% Thailand – Wireless Road, Bangkok 1,634,220(5) 2029 40% Held for Development or sale U.S.A. – South Brickell Key, Miami, Florida 550,000 under planning 100% – Brickell City Centre, Miami, Florida – North Squared site 523,000(6) N/A 100% (1) Remaining saleable area. (2) Excluding a retail shop of approximately 2,002 sq. ft. (3) Excluding a retail podium of approximately 13,197 sq. ft. (4) Residential GFA only. (5) Total GFA subject to change. (6) Represents saleable area. 56
SWIRE PROPERTIES ANNUAL REPORT 2023 Hong Kong 269 Queen’s Road East, Wan Chai EIGHT STAR STREET, Wan Chai In June 2022, the Group acquired (via a government EIGHT STAR STREET at 8 Star Street, Wan Chai is a land tender) a plot of land at 269 Queen’s Road East in residential building (with retail outlets on the lowest two Wan Chai. The plot of land will be developed primarily levels) of approximately 34,000 square feet. The for residential use with an aggregate GFA of occupation permit was obtained in May 2022. 34 out of approximately 116,000 square feet. Site formation works 37 units had been sold at 8th March 2024. Sales of 33 and foundation works have commenced since July 2023 units had been recognised at 31st December 2023, 6 of and are in progress. The development is under design them in 2023. Sale of 1 unit is expected to be recognised stage and expected to be completed in 2026. in 2024. 983-987A King’s Road and 16-94 Pan Hoi Street LA MONTAGNE, Wong Chuk Hang In 2018, a joint venture company in which the Group (formerly known as Wong Chuk Hang Station holds a 50% interest submitted a compulsory sale Package Four Property Development) application in respect of this site in Quarry Bay. In A joint venture formed by the Group, Kerry Properties August 2023, the Lands Tribunal granted the compulsory Limited and Sino Land Company Limited is undertaking a sale order for the site. In October 2023, the joint venture residential development in Wong Chuk Hang in Hong company obtained full ownership of the sites. In Kong. The development will comprise two residential accordance with applicable town planning controls, it is towers (Phases 4A and 4B) with an aggregate GFA of expected that the site can be redeveloped for residential approximately 638,000 square feet and about 800 and retail uses with a GFA of approximately 440,000 residential units. Superstructure works are in progress. square feet. Pre-sales of Phase 4A started in July 2023. 52 out of Hong Kong Residential Market Outlook 432 units had been pre-sold at 8th March 2024, all of In Hong Kong, residential market sentiment remains soft them in 2023. Sales of these units are expected to be in light of economic uncertainties and high interest rate recognised in 2025. The development is expected to be environment, despite the cancellation of stamp duty completed and handed over to the purchasers in 2024 measures issued by the HKSAR Government. It is and 2025 respectively. The Group has a 25% interest in anticipated that the market confidence and sentiment the joint venture. might take some time to be rebuilt after the end of Chai Wan Inland Lot No. 178 interest rate hikes. Demand remains resilient in the In 2021, a project company held as to 80% by the Group medium to long term, supported by local demand and and as to 20% by China Motor Bus Company, Limited limited supply. completed a land exchange with the HKSAR Government in respect of a plot of land in Chai Wan. The plot of land is being redeveloped into a residential complex (with retail outlet) with an aggregate GFA of approximately 694,000 square feet. Superstructure works are in progress at the Phase 1 site, while substructure works are underway at the Phase 2 site. The development is expected to be completed from 2025. 57
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS Chinese Mainland Vietnam In November 2023, the Group completed the In 2020, the Group agreed with City Garden Joint Stock acquisition of 40% equity interest in developments from Company to develop The River, a luxury residential the Lujiazui Group to develop two new landmarks property in Ho Chi Minh City, Vietnam. The development, (Shanghai New Bund Mixed-use Project and Shanghai which was completed in August 2022, comprises 525 Yangjing Mixed-use Project) in Shanghai’s Pudong New luxury apartments in three towers. The Group has an Area. These two sites will be developed into large-scale, effective 20% interest in the development. Approximately mixed-use projects, including retail, office and premium 93% of the units had been sold at 8th March 2024. residential components. Structural works are in progress Handover of the completed units to purchasers is at the New Bund plot while basement structure works in progress. are underway at the Yangjing plot. Around 75% of the In 2021, the Group made a minority investment in total saleable area in the New Bund plot residential Empire City, a residential-led mixed-use development project have been presold at 31st December 2023, with (with residential, retail, office, hotel and serviced an expected completion date from 2025 onwards. apartment components) in Ho Chi Minh City, Vietnam. Indonesia The development is under construction and is expected to be completed in phases up to 2028. The Group In 2019, a joint venture between the Group and Jakarta invested in the development through an agreement with Setiabudi Internasional Group completed the Gaw Capital Partners, an existing participant in the acquisition of a plot of land in South Jakarta, Indonesia. development. Over 53% of the residential units had been The land is being developed for residential purposes pre-sold or sold at 8th March 2024. with an aggregate GFA of approximately 1,123,000 square feet. Towers have been topped out. The Thailand development is expected to comprise around 400 In February 2023, the Group acquired a 40% interest in residential units and to be completed in 2024. The a site located on Wireless Road in Lumphini sub-district Group has a 50% interest in the joint venture. Pre-sales in Pathum Wan district, Bangkok. In partnership with are in progress. 80 units had been pre-sold at City Realty Co. Ltd., the site, which is under design stage, 8th March 2024. is expected to be developed for residential purposes with a site area of approximately 136,000 square feet. The development is expected to comprise over 400 residential units in two towers and to be completed in 2029. 58
SWIRE PROPERTIES ANNUAL REPORT 2023 U.S.A. Hotels In June 2023, the Group announced plans to develop a Managed Hotels and Restaurants luxury residential and hospitality project in Miami. The Overview project, branded as The Residences at The Mandarin Oriental, Miami, will consist of two towers on Brickell Key. The Group owns and manages (through Swire Hotels) The first tower will comprise luxury private residences. The hotels in Hong Kong, the Chinese Mainland and the U.S.A. second tower will comprise a new Mandarin Oriental hotel The House Collective, comprising The Upper House in as well as private residences and hotel residences. Sales Hong Kong, The Opposite House in Beijing, The Temple reservations were launched in December 2023. House in Chengdu and The Middle House in Shanghai, is a group of small and distinctive luxury hotels. There are plans Chinese Mainland, Indonesia, Vietnam, Thailand and to further expand The House Collective to Tokyo, Shenzhen U.S.A. Residential Market Outlook and Xi’an. There are EAST hotels in Hong Kong, Beijing and With urbanisation, a growing middle class and a limited Miami. EAST Miami ceased to be owned by the Group since supply of luxury residential properties, the residential October 2021 but is managed by the Group under a third- markets in Shanghai, the Chinese Mainland, Jakarta, party hotel management agreement. The Group also has Indonesia, Ho Chi Minh City, Vietnam and Bangkok, interests in non-managed hotels in Hong Kong, Guangzhou, Thailand are expected to be stable. The outlook for the Shanghai and Miami. luxury residential market in Miami remains positive. Florida Businesses in the managed hotels in Hong Kong and the is an attractive destination for homebuyers due to its Chinese Mainland recovered strongly following the lifting favourable climate and tax regime, as well as its location as of COVID-19 associated measures and the full reopening of a gateway city to and from Latin America. the border. Operating performance of the managed hotel in Estate Management the U.S.A. was stable. The managed hotels (including restaurants and hotel The Group manages 19 residential estates which it has management office) recorded an operating profit before developed. It also manages OPUS HONG KONG, a depreciation of HK$88 million in 2023, compared with residential property in Hong Kong which the Group an operating loss before depreciation of HK$118 million redeveloped for Swire Pacific Limited. The management in 2022. services include day to day assistance for residents, management, maintenance, cleaning, security and renovation of common areas and facilities. The Group places great emphasis on maintaining good relationships with residents. 59
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS THE TEMPLE HOUSE CHENGDU The Upper House The Opposite House At The Upper House, a 117-room luxury hotel at Pacific The Opposite House is a 99-room luxury hotel at Taikoo Li Place in Hong Kong, revenue per available room and Sanlitun, Beijing. Its occupancy and revenue per available occupancy rebounded strongly following the reopening of room improved strongly following the reopening of the border, with growth of international visitors. In 2023, the border. In 2023, the hotel received awards from the hotel was ranked number three in the Condé Nast Travel + Leisure. Jing Yaa Tang restaurant was awarded Traveler’s 2023 Readers’ Choice Awards for the Best Hotels with 1-star in the MICHELIN Guide Beijing 2023. in Hong Kong category. It also received awards from Travel + Leisure and TripAdvisor and DestinAsian, and was EAST Beijing ranked number four in The World’s 50 Best Hotels 2023. EAST Beijing is a 365-room lifestyle hotel at INDIGO in Beijing, in which the Company has a 50% interest. EAST Hong Kong Occupancy and revenue per available room rebounded At EAST Hong Kong, a 331-room hotel in Taikoo Shing, strongly following the resumption of international flights revenue per available room and occupancy increased after border reopening. The hotel was named Top City significantly following the reopening of the border. Condé Landmark Hotel Award of the Year by Target Magazine. Nast Traveler recognised the hotel as one of the best hotels in Hong Kong. 60
SWIRE PROPERTIES ANNUAL REPORT 2023 The Temple House The Middle House The Temple House (in which the Company has 100% The Middle House (in which the Company has a 50% interest after the completion of the acquisition of the interest) has 111 hotel rooms and 102 serviced apartments remaining 35% interest in February 2023) has 100 hotel at HKRI Taikoo Hui, Shanghai. Revenue per available room rooms and 42 serviced apartments at Taikoo Li Chengdu. and occupancy rebounded in 2023 following the removal of Revenue per available room and occupancy improved COVID-19 measures. The hotel received awards from Condé strongly due to the removal of COVID-19 associated Nast Traveler as the number eleven of the Best Hotels in restrictions. The hotel received award from Condé Nast China and China Top 10 Hotels in the Gold List. Mi Xun Spa Traveler as the number eight of the Best Hotels in China. was named as Best Fitness Center & Spa of the Year in the The Mi Xun Spa was named Most Effective Treatment of SpaChina Wellness & Spa Awards 2023. the Year in SpaChina Wellness and Spa Awards 2023, and China’s Best Wellness Retreat in the World Spa Awards EAST Miami 2023. The Mi Xun Tea House was awarded with 1-star in the EAST Miami at the Brickell City Centre development in MICHELIN Guide Chengdu 2023. Miami has 263 hotel rooms and 89 serviced apartments. The hotel was sold to a third party in October 2021. It continues to be managed by Swire Hotels. Its revenue per available room was stable in 2023. 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) 501 0% – Headland Hotel Chinese Mainland – The Opposite House 99 100% – EAST Beijing 365 50% (2) 142 100% – The Temple House (3) 213 50% – The Middle House U.S.A. (4) 352 0% – EAST Miami Total 2,120 (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. In February 2023, the Group acquired the remaining 35% interest in Taikoo Li Chengdu. The Group’s interest in The Temple House increased to 100% after the transaction. (3) Comprising one hotel tower and one serviced apartment tower. (4) EAST Miami (including serviced apartments in the hotel tower) is owned by a third party. 61
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS Non-managed Hotels Overview The Group has ownership interests in (but does not manage) hotels with 3,138 rooms in aggregate. Hotel Portfolio (not managed by the Group) No. of Rooms Attributable (100% Basis) Interest Completed Hong Kong – Island Shangri-La Hong Kong 557 20% – JW Marriott Hotel Hong Kong 608 20% – Conrad Hong Kong 513 20% – Novotel Citygate Hong Kong 440 26.67% – The Silveri Hong Kong – MGallery 206 26.67% Chinese Mainland (1) – Mandarin Oriental, Guangzhou 287 97% – The Sukhothai Shanghai 201 50% U.S.A. – Mandarin Oriental, Miami 326 75% Total 3,138 (1) Including serviced apartments in the hotel tower. The non-managed hotels in Hong Kong and the Chinese Mainland recovered following the lifting of COVID-19 associated restrictions. Operating performance at the non-managed hotel in the U.S.A. was weaker than that in 2022 as leisure and business travel in the U.S.A. has reverted to pre-COVID-19 patterns. The Mandarin Oriental, Guangzhou is a leading luxury hotel in Guangzhou. The Chinese restaurant at the hotel, Jiang by Chef Fei, obtained a 2-star Michelin award for the fifth consecutive year. The Sukhothai Shanghai is a luxury hotel in Shanghai. Hotels Market Outlook The hotels in Hong Kong are expected to further improve with more international visitors, while the hotel business in the Chinese Mainland is anticipated to grow in 2024. The hotels in the U.S.A. are expected to have a stable performance in 2024. We are expanding our hotel management business, with a focus on extending our hotel brands outside Hong Kong through hotel management agreements. 62
SWIRE PROPERTIES ANNUAL REPORT 2023 Capital Commitments amounted to HK$935 million (2022: HK$4,879 million). Capital Expenditure and Commitments Outstanding capital commitments at 31st December 2023 were HK$15,271 million (2022: HK$16,076 million), Capital expenditure in 2023 on Hong Kong investment including the Group’s share of the capital commitments of properties and hotels, including the Group’s share of the joint venture companies of HK$7,106 million (2022: capital expenditure of joint venture companies, amounted HK$7,370 million). The Group is committed to funding to HK$2,319 million (2022: HK$3,246 million). Outstanding HK$797 million (2022: HK$331 million) of the capital capital commitments at 31st December 2023 were commitments of joint venture companies. In addition to HK$9,919 million (2022: HK$11,878 million), including the this, the Group was committed to make a capital injection Group’s share of the capital commitments of joint venture into a joint venture company of HK$275 million (2022: companies of HK$22 million (2022: HK$67 million). HK$421 million). Capital expenditure in 2023 on Chinese Mainland Capital expenditure in 2023 on investment properties and investment properties and hotels, including the Group’s hotels in the U.S.A. amounted to HK$49 million (2022: share of the capital expenditure of joint venture companies, HK$19 million). Outstanding capital commitments at 31st December 2023 were HK$25 million (2022: nil). Profile of Capital Commitments for Investment Properties and Hotels Commitments Total relating to joint venture (1) (2) Expenditure Forecast expenditure Commitments companies 2027 2023 2024 2025 2026 and later At 31st December 2023 At 31st December 2023 HK$M HK$M HK$M HK$M HK$M HK$M HK$M Hong Kong 2,319 1,466 749 1,489 6,215 9,919 22 Chinese Mainland 935 4,158 4,423 3,480 3,210 15,271 7,106 U.S.A. 49 25 – – – 25 – Total 3,303 5,649 5,172 4,969 9,425 25,215 7,128 (1) The capital commitments represent the Group’s capital commitments of HK$18,087 million plus the Group’s share of the capital commitments of joint venture companies of HK$7,128 million. (2) The Group is committed to funding HK$797 million of the capital commitments of joint venture companies. 63
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS NEW BUND PROJECT, SHANGHAI Development Highlights YANGJING AND NEW BUND PROJECTS New Mixed-Use Landmarks in The Heart of Pudong, Shanghai The Yangjing and New Bund Projects are set to be The New Bund Project is situated within Shanghai’s middle- developed into large-scale, mixed-use projects, comprising ring road and at the intersection of three Shanghai Metro retail, office and premium residential components. lines. Directly opposite to Taikoo Li Qiantan, this project will Located along the Huangpu River, the Yangjing Project has enhance the Company’s efforts to transform the area. deep historical significance for the Swire Group – as it was The two Shanghai investments are a new milestone in the location of the Taikoo Wharf in the early to mid-1900s. Swire Properties’ HK$100 billion investment plan, which is Swire Properties will rejuvenate the area, and debut the driving the Company’s growth over the next decade. Swire Company’s signature upscale residential brand, in the Properties acquired a 40% equity interest in each project, Chinese Mainland market, at this location. in partnership with the Lujiazui Group. The expected completion date for the New Bund Project is from 2025; and phased completion from 2027 for the Yangjing Project. 64
SWIRE PROPERTIES ANNUAL REPORT 2023 Estimated Completion Year Site Area Estimated GFA Owner YANGJING PROJECT From 2027 151,934 sqm 388,437 sqm Lujiazui Group (60%) Swire Properties (40%) NEW BUND PROJECT From 2025 63,804 sqm 276,884 sqm Lujiazui Group (60%) Swire Properties (40%) YANGJING PROJECT, SHANGHAI 65
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS Development Highlights TAIKOO LI XI’AN World-Class Commercial Landmark to Open in Phases from 2026 Taikoo Li Xi’an, Swire Properties’ fourth and largest Taikoo Li Taikoo Li Xi’an will place the Small Wild Goose Pagoda – project in the Chinese Mainland, will comprise a shopping a world heritage site, and the Jianfu Temple – a royal mall, cultural facilities and a luxury The House Collective temple of Tang Chang’an, as key focal points. hotel, with a total investment of approximately RMB10 billion. Taikoo Li Xi’an will feature an innovative low-rise and Located within the Small Wild Goose Pagoda historical and open-plan design, inspired by the simple yet elegant style cultural zone, this development will create a vibrant, world- of traditional Tang Dynasty architecture. The site is a class cultural and commercial destination in Xi’an; and transportation hub and is conveniently located at the showcase Xi’an on both the national and international stage. intersection of two metro lines (Line 2 & Line 5). 6666
SWIRE PROPERSWIRE PROPERTIESTIES ANNUANNUAL REPORAL REPORT 2023T 2023 Artist’s ImpressionArtist’s Impression EstimaEstimatteded Completion YCompletion Yearear SitSite Are Areaea FrFromom ApprApprooximaximattelyely 20262026 128,494 sqm128,494 sqm EstimaEstimatted GFed GFAA OwnerOwner 272,796 sqm272,796 sqm Swire Properties Swire Properties (70%)(70%) Xi’an Cheng HuanXi’an Cheng Huan Cultural InvestmentCultural Investment and Developmentand Development Co., Ltd.Co., Ltd. (30%) (30%) Artist’s ImpressionArtist’s Impression 6767
SWIRE PROPERSWIRE PROPERTIESTIES ANNUANNUAL REPORAL REPORT 2023T 2023 Artist’s ImpressionArtist’s Impression EstimaEstimatteded Completion YCompletion Yearear SitSite Are Areaea FrFromom ApprApprooximaximattelyely 20262026 128,494 sqm128,494 sqm EstimaEstimatted GFed GFAAOwnerOwner 272,796 sqm272,796 sqmSwire Properties Swire Properties (70%)(70%) Xi’an Cheng HuanXi’an Cheng Huan Cultural InvestmentCultural Investment and Developmentand Development Co., Ltd.Co., Ltd. (30%) (30%) Artist’s ImpressionArtist’s Impression 6767
INDIGO, BEIJING
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS HONG KONG CHINESE MAINLAND U.S.A. Taikoo Place One Taikoo Place Oxford House Taikoo Hui Taikoo Hui Towers 1 & 2 Taikoo Li Taikoo Li Brickell City Centre 1,013,368 sf 501,253 sf 1,693,125 sf Sanlitun North and Cityplaza One Island East GUANGZHOU Sanlitun 552,532 sf MIAMI, FLORIDA PCCW Tower Berkshire 1,537,615 sf* Mandarin Oriental, 613,679 sf House Guangzhou BEIJING Dorset House 388,838 sf 509,434 sf Taikoo Li Sanlitun West 601,723 sf Serviced Apartments 293,405 sf Brickell City Centre Lincoln House 50,376 sf (Shopping Mall) 333,529 sf 496,508 sf EAST Future Residences Development 75,068 sf The Opposite House ~523,000 sf r Tai Koo Station 169,463 sf o d i r r o C n r e t Two Brickell City Centre** s a E d n a l s I T i a n h e d E a a o s R t d g R a n o i a o h d R S o n o k u i EAST Hong Kong t a i T Taikoo Hui l Tianhe Road n a W 199,633 sf (Shopping Mall) S t e s e t l e a Shipaiqiao Station r n t d S s 1,529,392 sf i R o o a H d Cityplaza n a M P i a m i (Shopping Mall) R i v Taikoo Li e King’s Road 1,096,898 sf r Quarry Bay Sanlitun South M i a m th th i R i v e * Including the 45 to 54 floors t r s 1 Station 776,909 sf W th S e (except for the 49 floor) Devon House Cambridge House Two Taikoo Place u n e v disposed of. 803,452 sf 268,795 sf 994,545 sf HKRI Taikoo Hui HKRI Taikoo Hui HKRI Centre 1 A S E (Shopping Mall) 1,178,493 sf 5 Metrorail t h S t r e 1,039,407 sf Brickell Station e and ZHANGYUAN S t E 6 t The Middle House h S t r e HKRI Centre 2 S e SHANGHAI Residences W t 8 t 722,345 sf h The Silveri One Citygate Novotel Citygate Hong Kong 147,323 sf Taikoo Li Chengdu The Temple House S t Taikoo Li r e e e t Hong Kong – 160,522 sf 236,758 sf (Shopping Centre) 299,941 sf u Citygate n e v A S i E m a MGallery The Sukhothai 1,314,237 sf i 7 M t Chengdu h h t u S o t 131,965 sf S r The Middle Shanghai e e S t 328,625 sf CHENGDU W House 9 t Future h Metromover 247,958 sf d S a t o r Development d R e Eighth Street i e a s i a o c t z a a R D l P l Station l ~1,510,000 sf g e k c n i i r j B n a N t s e North Lantau Highway W dao T R ia a t T u h n i g R o e a d W # West Nanjing EAST Miami Three Brickell City Centre** Shimenyi Road Road Station g n u h C g n u M T e ^ i T ^ u n n io t a t g S ZHANGYUAN, with gross floor area of S ZHANGYUAN t r e e t Citygate Outlets 1,630,820 sf (including car parking spaces), ** Two Brickell City Centre and Three Brickell City Centre were sold in 2020. 803,582 sf is operated and managed by a joint venture The office towers are now managed by Swire Properties. which is 60% owned by Swire Properties. # EAST Miami was sold in 2021. The hotel and serviced apartments are still managed by Swire Hotels. Swire Properties does not have an West Nanjing Road Station ownership interest in the compound. Chunxi Road Station Three Pacific Place The Upper House One Conrad Hong Kong Island Shangri-La Pacific Place 627,657 sf 158,738 sf Pacific Place 555,590 sf Hong Kong STAR STUDIOS JW Marriott 863,266 sf 605,728 sf 52,273 sf Hong Kong 525,904 sf ^^ ^^ INDIGO INDIGO Phase Two – Office INDIGO Phase Two – Hotel EAST Beijing ONE INDIGO New Bund Project New Bund Project EIGHT STAR STREET (Under Development) (Under Development) 358,301 sf 589,071 sf Taikoo Li Residential Tower 1-4 Office Tower 1 & 2 8,459 sf* BEIJING 2,809,103 sf 346,803 sf Qiantan and 1,159,057 sf 1,352,228 sf SPACES. 8QRE 81,346 sf New Bund Project Taikoo Li Qiantan SHANGHAI (Shopping Centre) 1,188,727 sf H Five Pacific Place e n n e s s y R d o a d a o R o Oriental Sports a i 145,390 sf q Q n u a e i e n x s w a u y i Admiralty INDIGO Phase Two – Retail J Center Station Notes: d Six Pacific Place Station ^^ a (Under Development) New Bund Project is under o Gross floor area figures are shown on a 100% basis. R ^^ ~223,303 sf Three Pacific Place Pacific Place PACIFIC PLACE Two u New Bund Project 889,608 sf y * Floor area shown including the INDIGO development by a joint venture g d These diagrams are not to scale and are for illustration purposes only. n a o R Jiangtai Station t s Pedestrian Link (Shopping Mall) APARTMENTS Pacific Place o e W i Retail s g n D a gross floor area of remaining (Below Ground) 711,182 sf 443,075 sf 695,510 sf (Shopping Mall) which is 40% owned by Y 1,628,152 sf These diagrams illustrate the major developments of Swire Properties. For details of other developments, residential units of 5,608 sf. 946,769 sf Swire Properties. please refer to the Schedule of Principal Group Properties on pages 211 to 222.
MANAGEMENT DISCUSSION & ANALYSISMANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONSREVIEW OF OPERATIONS HONG KONGHONG KONG U.S.A. CHINESE MAINLANDCHINESE MAINLAND U.S.A. Taikoo PlaceTaikoo PlaceOne TOne Taikaikoo Placeoo PlaceOxOxfforord Housed HouseTaikoo HuiTaikoo Hui TTaikoaikooo HHuuii TToowweerrs s 11 && 22 Taikoo LiTaikoo Li TTaikaikoo Lioo Li Brickell City CentreBrickell City Centre 1,013,368 sf1,013,368 sf501,253 sf501,253 sf 1,693,125 s1,693,125 sff Sanlitun NorSanlitun Northth and Cityplazaand CityplazaOne Island EastOne Island East GUGUANGANGZHOUZHOU SanlitunSanlitun 552,532 sf552,532 sf MIAMI, FLORIDAMIAMI, FLORIDA PCCPCCW TW ToowwererBerkshirBerkshiree1,537,615 sf1,537,615 sf** MaMannddaaririnn Ori Orieentalntal,, 613,679 sf613,679 sfHouseHouse GGuuaanngzgzhhoouu BEIJINGBEIJING DorDorset Houseset House388,838 sf388,838 sf 509,434 509,434 ssff TTaikaikoo Li Sanlitun Woo Li Sanlitun Westest 601,723 sf601,723 sf SeSerrvviced Aiced Appartmeartmentntss 293,405 sf293,405 sf BrickBrickell City Centrell City Centree Lincoln HouseLincoln House 50,37650,376 ssff (Shopping Mall)(Shopping Mall) 333,529 sf333,529 sf 496,508 sf496,508 sf EASEAST T FFuuturturee RResidencesesidences DeDevvelopmentelopment 75,068 sf75,068 sf The OppositThe Opposite Housee House ~523,000 sf~523,000 sf rrTTai Kai Koo Staoo Stationtion 169,463 sf169,463 sf oo dd ii rr rr oo CC nn rr ee tt TTwwo Bricko Brickell City Centrell City Centree**** ss aa EE dd nn aa ll ss II TT ii aa nn hh ee dd EE aa aa oo ss RR tt dd gg RR aa nn oo ii aa oo hh dd RR SS oo nn oo kk uu iiEASEAST Hong KT Hong Kongong tt aa ii TT TTaiaikkoooo HHuuii ll Tianhe RTianhe Roadoad nn aa WW199,633 sf199,633 sf (Shopping Mall)(Shopping Mall) SS ttee ss eett ll eeaa Shipaiqiao StaShipaiqiao Stationtion rrnn ttdd SSss 1,529,392 sf1,529,392 sf iiRR oooo aa HHddCityplazaCityplaza nn aa MM PP ii aa mm ii (Shopping Mall)(Shopping Mall) RR ii vv TTaikaikoo Lioo Li ee KingKing’s R’s Roadoad1,096,898 sf1,096,898 sf rr Quarry BayQuarry Bay Sanlitun SouSanlitun Southth MM ii aa mm thththth ii RR ii vv ee * * IncIncluding the 45luding the 45 t to 54o 54 floors floors tt rr ss 11 StaStationtion 776,909 sf776,909 sf WW thth SS ee ((eexxccept fept for the 49or the 49 floor) floor) DeDevvon House on House Cambridge HouseCambridge HouseTTwwo To Taikaikoo Placeoo Place uu nn ee vv disposed ofdisposed of. . 803,452 sf803,452 sf268,795 sf268,795 sf994,545 sf994,545 sfHKRI Taikoo Hui HKRI Taikoo Hui HKRI THKRI Taikaikoo Huioo Hui HKRI CentrHKRI Centre 1e 1 AA SS EE (Shopping Mall)(Shopping Mall) 1,178,493 sf1,178,493 sf 55 MMetretrororailail tt hh SS tt rr ee 1,039,407 sf1,039,407 sf BrickBrickell Staell Stationtion ee and ZHANGYUANand ZHANGYUAN SS tt EE 66 tt The Middle HouseThe Middle House hh SS tt rr ee HKRI CentrHKRI Centre 2e 2 SS ee SHANGHAISHANGHAI RResidencesesidences WW tt 88 tt 722,345 sf722,345 sf hh The SilvThe Silveri eri One CitygaOne CitygatteeNoNovvoottel Citygael Citygatte Hong Ke Hong Kongong 147,323 sf147,323 sf TTaikaikoo Li Chengoo Li Chengdudu The TThe Temple Houseemple House SS tt Taikoo LiTaikoo Li rr ee ee ee tt Hong KHong Kong –ong –160,522 sf160,522 sf236,758 sf236,758 sf (Shopping Centr(Shopping Centree)) 299,941 sf299,941 sf uu CitygateCitygate nn ee vv AA SS ii EE mm aa MGallerMGalleryy The SukhoThe Sukhothai thai 1,314,237 sf1,314,237 sf ii 77 MM tt ChengduChengdu hh hh tt uu SS oo tt 131,965 sf131,965 sf SS rr The MiddleThe Middle ShanghaiShanghai ee ee SS tt 328,625 sf328,625 sf CHENGDUCHENGDU WW HouseHouse 99 tt FFuuturturee hh MMetretromoveromover 247,958 sf247,958 sf dd SS aa tt oo rr DeDevvelopmentelopment dd RR ee Eighth StrEighth Streeteet ii ee aa ss ii aa oo cc tt zz aa aa RR DD ll PP ll StaStationtion ll ~1,510,000 sf~1,510,000 sf gg ee kk cc nn ii ii rr jj BB nn aa NN tt ss ee NorNorth Lantau Highwth Lantau Highwayay WW ddaaoo TT RR iiaa aa tt TT uu hh nn ii gg RR oo ee aa dd WW EASEAST MiamiT Miami## ThrThree Brickee Brickell City Centrell City Centree**** Shimenyi RShimenyi Roadoad WWest Nanjingest Nanjing RRoad Staoad Stationtion gg nn uu hh CC gg nn uu MMTT ee ^^ ii TT ^^ uu nnnn iioo tt aa tt ggSS ZHANGYUZHANGYUANAN, with gr, with gross floor aross floor areea of a of SS ZHANGYUZHANGYUANAN tt rr ee ee ttCitygaCitygatte Oue Outletstlets 1,630,820 sf (inc1,630,820 sf (including car parking spacluding car parking spaceses), ), ** ** TTwo Brickwo Brickell City Centrell City Centre and Thre and Three Brickee Brickell City Centrell City Centre were were sold in 2020. e sold in 2020. 803,582 sf803,582 sf is operis operaatted and managed and managed by a joint ventured by a joint venture e The officThe office te towers arowers are now manage now managed by Swired by Swire Pre Properoperties.ties. which is 60% owned by Swirwhich is 60% owned by Swire Pre Properoperties. ties. ## EASEAST Miami wT Miami was sold in 2021. The hotas sold in 2021. The hotel and serel and servicviced apared apartments artments are still manage still managed by Swired by Swire Hote Hotels.els. SwirSwire Pre Properoperties doties does not have an es not have an WWest Nanjing Rest Nanjing Road Staoad Stationtion ownership intownership intererest in the compound. est in the compound. Chunxi RChunxi Road Staoad Stationtion ThrThree Pacifee Pacific Placeic PlaceThe Upper HouseThe Upper HouseOne One Conrad Hong KConrad Hong KongongIsland Shangri-La Island Shangri-La Pacific PlacePacific Place627,657 sf627,657 sf158,738 sf158,738 sfPacifPacific Placeic Place555,590 sf555,590 sfHong KHong Kongong SSTTAR SAR STUDIOSTUDIOSJW MarrioJW Marriottt t 863,266 sf863,266 sf605,728 sf605,728 sf 52,273 sf52,273 sfHong KHong Kongong 525,904 sf525,904 sf ^^^^ ^^^^ INDIGOINDIGO INDIGO Phase TINDIGO Phase Twwo – Ofo – Offficeice INDIGO Phase TINDIGO Phase Twwo – Hoo – Hottelel EASEAST BeijingT Beijing ONE INDIGOONE INDIGO NeNew Bund Prw Bund Proojecjectt NeNew Bund Prw Bund Proojecjectt EIGHT SEIGHT STTAR SAR STREETREETT (Under De(Under Devvelopmentelopment) ) (Under De(Under Devvelopmentelopment) ) 358,301 sf358,301 sf 589,071 sf589,071 sf Taikoo LiTaikoo Li RResidential Tesidential Toowwer 1-4 er 1-4 OfOfffice Tice Toowwer 1 & 2 er 1 & 2 8,459 sf8,459 sf** BEIJINGBEIJING 2,809,103 sf2,809,103 sf 346,803 sf346,803 sf Qiantan and Qiantan and 1,159,057 sf1,159,057 sf 1,352,228 sf1,352,228 sf SPSPAACES. 8QRECES. 8QRE 81,346 sf81,346 sf New Bund ProjectNew Bund Project TTaikaikoo Li Qiantan oo Li Qiantan SHANGHAISHANGHAI (Shopping Centr(Shopping Centree) ) 1,188,727 sf1,188,727 sf HH FivFive Pacife Pacific Placeic Placeee nn nn ee ss ss yy RR dd oo aa dd aa oo RR oo Oriental SporOriental Sports ts aa ii 145,390 sf145,390 sf qq QQ nn uu aa ee ii ee nn xx ss ww aa uu yy ii AAdmirdmiralty alty INDIGO Phase TINDIGO Phase Twwo – Ro – Retailetail JJ CentCenter Staer Stationtion NotNotes: es: dd Six PacifSix Pacific Placeic PlaceStaStationtion ^^^^ aa (Under De(Under Devvelopmentelopment) ) New Bund PrNew Bund Project is under oject is under oo GrGross floor aross floor areea figa figurures ares are shown on a 100% basis.e shown on a 100% basis. RR ^^^^ ~223,303 sf~223,303 sfThrThree Pacifee Pacific Placeic PlacePacifPacific Placeic PlacePPAACIFIC PLCIFIC PLAACECETwTwoo uu NeNew Bund Prw Bund Proojecjectt 889,608 sf889,608 sf yy * * Floor arFloor areea shown inca shown including the luding the INDIGOINDIGO development by a joint venturdevelopment by a joint venture e gg dd These diagrThese diagrams arams are not te not to scale and aro scale and are fe for illustror illustraation purtion purposes only.poses only. nn aa oo RR JiangJiangtai Statai Stationtion tt ss PPedestrian Linkedestrian Link(Shopping Mall)(Shopping Mall)APAPARARTTMENTSMENTSPacifPacific Placeic Place oo ee WW ii RRetail etail ss gg nn DD aa grgross floor aross floor areea of ra of remaining emaining ((BeloBelow Grw Groundound))711,182 sf711,182 sf443,075 sf443,075 sf695,510 sf695,510 sf (Shopping Mall) (Shopping Mall) which is 40% owned by which is 40% owned by YY 1,628,152 sf1,628,152 sf These diagrThese diagrams illustrams illustraatte the mae the major developments of Swirjor developments of Swire Pre Properoperties. For details of other developments,ties. For details of other developments, rresidential units of 5,608 sfesidential units of 5,608 sf. . 946,769 sf946,769 sf SwirSwire Pre Properoperties.ties. pleplease rase refefer ter to the Schedule of Principal Gro the Schedule of Principal Group Proup Properoperties on pagties on pages 211 tes 211 to 222.o 222.
MANAGEMENT DISCUSSION & ANALYSIS REVIEW OF OPERATIONS HONG KONGHONG KONGCHINESE MAINLANDCHINESE MAINLAND U.S.A.U.S.A. Taikoo PlaceTaikoo PlaceOne TOne Taikaikoo Placeoo PlaceOxOxfforord Housed HouseTaikoo HuiTaikoo HuiTTaikoaikooo HHuuii TToowweerrs s 11 && 22Taikoo LiTaikoo Li TTaikaikoo Lioo Li Brickell City CentreBrickell City Centre 1,013,368 sf1,013,368 sf501,253 sf501,253 sf1,693,125 s1,693,125 sff Sanlitun NorSanlitun Northth and Cityplazaand CityplazaOne Island EastOne Island EastGUGUANGANGZHOUZHOUSanlitunSanlitun 552,532 sf552,532 sf MIAMI, FLORIDAMIAMI, FLORIDA PCCPCCW TW ToowwererBerkshirBerkshiree1,537,615 sf1,537,615 sf**MaMannddaaririnn Ori Orieentalntal,, 613,679 sf613,679 sfHouseHouseGGuuaanngzgzhhoouu BEIJINGBEIJING DorDorset Houseset House388,838 sf388,838 sf509,434 509,434 ssff TTaikaikoo Li Sanlitun Woo Li Sanlitun Westest 601,723 sf601,723 sfSeSerrvviced Aiced Appartmeartmentntss 293,405 sf293,405 sf BrickBrickell City Centrell City Centree Lincoln HouseLincoln House50,37650,376 ssff (Shopping Mall)(Shopping Mall) 333,529 sf333,529 sf 496,508 sf496,508 sf EASEAST T FFuuturturee RResidencesesidences DeDevvelopmentelopment 75,068 sf75,068 sf The OppositThe Opposite Housee House ~523,000 sf~523,000 sf rrTTai Kai Koo Staoo Stationtion 169,463 sf169,463 sf oo dd ii rr rr oo CC nn rr ee tt TTwwo Bricko Brickell City Centrell City Centree**** ss aa EE dd nn aa ll ss II TT ii aa nn hh ee ddEE aaaa ooss RRtt dd ggRR aa nnoo iiaa oo hhdd RR SS oo nn oo kk uu iiEASEAST Hong KT Hong Kongong tt aa ii TTTTaiaikkoooo HHuuii ll Tianhe RTianhe Roadoad nn aa WW199,633 sf199,633 sf(Shopping Mall)(Shopping Mall) SS ttee ss eett ll eeaaShipaiqiao StaShipaiqiao Stationtion rrnn ttdd SSss1,529,392 sf1,529,392 sf iiRR oooo aa HHddCityplazaCityplaza nn aa MM PP ii aa mm ii (Shopping Mall)(Shopping Mall) RR ii vv TTaikaikoo Lioo Li ee KingKing’s R’s Roadoad1,096,898 sf1,096,898 sf rr Quarry BayQuarry Bay Sanlitun SouSanlitun Southth MM ii aa mm thththth ii RR ii vv ee * * IncIncluding the 45luding the 45 t to 54o 54 floors floors tt rr ss 11 StaStationtion 776,909 sf776,909 sf WW thth SS ee ((eexxccept fept for the 49or the 49 floor) floor) DeDevvon House on House Cambridge HouseCambridge HouseTTwwo To Taikaikoo Placeoo Place uu nn ee vv disposed ofdisposed of. . 803,452 sf803,452 sf268,795 sf268,795 sf994,545 sf994,545 sfHKRI Taikoo Hui HKRI Taikoo Hui HKRI THKRI Taikaikoo Huioo HuiHKRI CentrHKRI Centre 1e 1 AA SS EE (Shopping Mall)(Shopping Mall) 1,178,493 sf1,178,493 sf 55 MMetretrororailail tt hh SS tt rr ee 1,039,407 sf1,039,407 sf BrickBrickell Staell Stationtion ee and ZHANGYUANand ZHANGYUAN SS tt EE 66 tt The Middle HouseThe Middle House hh SS tt rr ee HKRI CentrHKRI Centre 2e 2 SS ee SHANGHAISHANGHAIRResidencesesidences WW tt 88 tt 722,345 sf722,345 sf hh The SilvThe Silveri eri One CitygaOne CitygatteeNoNovvoottel Citygael Citygatte Hong Ke Hong Kongong147,323 sf147,323 sf TTaikaikoo Li Chengoo Li Chengdudu The TThe Temple Houseemple House SS tt Taikoo LiTaikoo Li rr ee ee ee tt Hong KHong Kong –ong –160,522 sf160,522 sf236,758 sf236,758 sf (Shopping Centr(Shopping Centree)) 299,941 sf299,941 sf uu CitygateCitygate nn ee vv AA SS ii EE mm aa MGallerMGalleryyThe SukhoThe Sukhothai thai 1,314,237 sf1,314,237 sf ii 77 MM tt ChengduChengdu hh hh tt uu SS oo tt 131,965 sf131,965 sf SS rr The MiddleThe MiddleShanghaiShanghai ee ee SS tt 328,625 sf328,625 sf CHENGDUCHENGDU WW HouseHouse 99 tt FFuuturturee hh MMetretromoveromover 247,958 sf247,958 sf dd SS aa tt oo rr DeDevvelopmentelopment dd RR ee Eighth StrEighth Streeteet ii ee aa ss ii aa oo cc tt zz aa aa RR DD ll PP ll StaStationtion ll ~1,510,000 sf~1,510,000 sf gg ee kk cc nn ii ii rr jj BB nn aa NN tt ss ee NorNorth Lantau Highwth Lantau HighwayayWWddaaoo TTRR iiaa aa tt TT uuhh nnii gg RR ooee aa ddWW ## WWest Nanjingest Nanjing EASEAST MiamiT Miami ThrThree Brickee Brickell City Centrell City Centree**** Shimenyi RShimenyi Roadoad RRoad Staoad Stationtion gg nn uu hh CC gg nn uu MMTT ee^^ ii TT^^ uu nnnn iioo tt aa tt ggSS ZHANGYUZHANGYUANAN, with gr, with gross floor aross floor areea of a of SSZHANGYUZHANGYUANAN tt rr ee ee ttCitygaCitygatte Oue Outletstlets1,630,820 sf (inc1,630,820 sf (including car parking spacluding car parking spaceses), ), ** ** TTwo Brickwo Brickell City Centrell City Centre and Thre and Three Brickee Brickell City Centrell City Centre were were sold in 2020. e sold in 2020. 803,582 sf803,582 sfis operis operaatted and managed and managed by a joint ventured by a joint venture e The officThe office te towers arowers are now manage now managed by Swired by Swire Pre Properoperties.ties. which is 60% owned by Swirwhich is 60% owned by Swire Pre Properoperties. ties. ## EASEAST Miami wT Miami was sold in 2021. The hotas sold in 2021. The hotel and serel and servicviced apared apartments artments are still manage still managed by Swired by Swire Hote Hotels.els. SwirSwire Pre Properoperties doties does not have an es not have an WWest Nanjing Rest Nanjing Road Staoad Stationtion ownership intownership intererest in the compound. est in the compound. Chunxi RChunxi Road Staoad Stationtion ThrThree Pacifee Pacific Placeic PlaceThe Upper HouseThe Upper HouseOne One Conrad Hong KConrad Hong KongongIsland Shangri-La Island Shangri-La Pacific PlacePacific Place627,657 sf627,657 sf158,738 sf158,738 sfPacifPacific Placeic Place555,590 sf555,590 sfHong KHong Kongong SSTTAR SAR STUDIOSTUDIOSJW MarrioJW Marriottt t 863,266 sf863,266 sf605,728 sf605,728 sf 52,273 sf52,273 sfHong KHong Kongong 525,904 sf525,904 sf ^^^^ ^^^^ INDIGOINDIGOINDIGO Phase TINDIGO Phase Twwo – Ofo – OffficeiceINDIGO Phase TINDIGO Phase Twwo – Hoo – HottelelEASEAST BeijingT BeijingONE INDIGOONE INDIGO NeNew Bund Prw Bund Proojecjectt NeNew Bund Prw Bund Proojecjectt EIGHT SEIGHT STTAR SAR STREETREETT(Under De(Under Devvelopmentelopment) ) (Under De(Under Devvelopmentelopment) ) 358,301 sf358,301 sf589,071 sf589,071 sfTaikoo LiTaikoo Li RResidential Tesidential Toowwer 1-4 er 1-4 OfOfffice Tice Toowwer 1 & 2 er 1 & 2 8,459 sf8,459 sf**BEIJINGBEIJING2,809,103 sf2,809,103 sf346,803 sf346,803 sfQiantan and Qiantan and 1,159,057 sf1,159,057 sf 1,352,228 sf1,352,228 sf SPSPAACES. 8QRECES. 8QRE 81,346 sf81,346 sf New Bund ProjectNew Bund Project TTaikaikoo Li Qiantan oo Li Qiantan SHANGHAISHANGHAI (Shopping Centr(Shopping Centree) ) 1,188,727 sf1,188,727 sf HH FivFive Pacife Pacific Placeic Placeee nn nn ee ss ss yy RRdd oo aa ddaa oo RR oo Oriental SporOriental Sports ts aa ii 145,390 sf145,390 sfqq QQnn uuaa eeii ee nnxx ss ww aauu yyii AAdmirdmiralty alty INDIGO Phase TINDIGO Phase Twwo – Ro – RetailetailJJ CentCenter Staer Stationtion NotNotes: es: dd Six PacifSix Pacific Placeic PlaceStaStationtion ^^^^ aa (Under De(Under Devvelopmentelopment) ) New Bund PrNew Bund Project is under oject is under oo GrGross floor aross floor areea figa figurures ares are shown on a 100% basis.e shown on a 100% basis. RR ^^^^ ~223,303 sf~223,303 sfThrThree Pacifee Pacific Placeic PlacePacifPacific Placeic PlacePPAACIFIC PLCIFIC PLAACECETwTwoo uu NeNew Bund Prw Bund Proojecjectt 889,608 sf889,608 sf yy * * Floor arFloor areea shown inca shown including the luding the INDIGOINDIGOdevelopment by a joint venturdevelopment by a joint venture e gg dd These diagrThese diagrams arams are not te not to scale and aro scale and are fe for illustror illustraation purtion purposes only.poses only. nn aa oo RR JiangJiangtai Statai Stationtion tt ss PPedestrian Linkedestrian Link(Shopping Mall)(Shopping Mall)APAPARARTTMENTSMENTSPacifPacific Placeic Place oo ee WW ii RRetail etail ss gg nn DD aa grgross floor aross floor areea of ra of remaining emaining ((BeloBelow Grw Groundound))711,182 sf711,182 sf443,075 sf443,075 sf695,510 sf695,510 sf(Shopping Mall) (Shopping Mall) which is 40% owned by which is 40% owned by YY 1,628,152 sf1,628,152 sf These diagrThese diagrams illustrams illustraatte the mae the major developments of Swirjor developments of Swire Pre Properoperties. For details of other developments,ties. For details of other developments, rresidential units of 5,608 sfesidential units of 5,608 sf. . 946,769 sf946,769 sfSwirSwire Pre Properoperties.ties. pleplease rase refefer ter to the Schedule of Principal Gro the Schedule of Principal Group Proup Properoperties on pagties on pages 211 tes 211 to 222.o 222.
HONG KONGCHINESE MAINLANDU.S.A. Taikoo PlaceOne Taikoo PlaceOxford HouseTaikoo HuiTaikoo Hui Towers 1 & 2Taikoo LiTaikoo LiBrickell City Centre 1,013,368 sf501,253 sf1,693,125 sfSanlitun North and CityplazaOne Island EastGUANGZHOUSanlitun552,532 sfMIAMI, FLORIDA PCCW TowerBerkshire1,537,615 sf*Mandarin Oriental, 613,679 sfHouseGuangzhouBEIJING Dorset House388,838 sf509,434 sfTaikoo Li Sanlitun West 601,723 sfServiced Apartments293,405 sf Brickell City Centre Lincoln House50,376 sf (Shopping Mall) 333,529 sf 496,508 sf EAST Future Residences Development 75,068 sfThe Opposite House ~523,000 sf rTai Koo Station169,463 sf o d i r r o C n r e t Two Brickell City Centre** s a E d n a l s I T i a n h e dE aa os Rt d gRa no iao hdR S on o ku iEAST Hong Kongt ai TTaikoo Huil Tianhe Roadn a W199,633 sf(Shopping Mall)S te s et l eaShipaiqiao Station rn td Ss1,529,392 sf iR oo a HdCityplaza n a M P i a m i (Shopping Mall) R i v Taikoo Li e King’s Road1,096,898 sf r Quarry BaySanlitun South M i a m thth i R i v e * Including the 45 to 54 floors t r s 1 Station 776,909 sf W th S e (except for the 49 floor) Devon House Cambridge HouseTwo Taikoo Placeu n e v disposed of. 803,452 sf268,795 sf994,545 sfHKRI Taikoo Hui HKRI Taikoo HuiHKRI Centre 1A S E (Shopping Mall) 1,178,493 sf 5 Metrorail t h S t r e 1,039,407 sf Brickell Station e and ZHANGYUAN S t E 6 t The Middle House h S t r e HKRI Centre 2 S e SHANGHAIResidences W t 8 t 722,345 sf h The Silveri One CitygateNovotel Citygate Hong Kong147,323 sfTaikoo Li ChengduThe Temple House S t Taikoo Li r e e e t Hong Kong –160,522 sf236,758 sf(Shopping Centre)299,941 sf u Citygate n e v A S i E m a MGalleryThe Sukhothai 1,314,237 sf i 7 M t Chengdu h h t u S o t 131,965 sf S r The MiddleShanghai e e S t 328,625 sfCHENGDU W House 9 t Future h Metromover 247,958 sfd S a t o r Development dR e Eighth Street i e as i a oc t z a a RD l P l Station l ~1,510,000 sf g e k c n i i r j B n a N t s e North Lantau HighwayWdao TR ia a t T uh ni g R oe a dW EAST Miami# Three Brickell City Centre** Shimenyi RoadWest Nanjing Road Station g n u h C g n u MT e^ i T^ u nn io t a t gS ZHANGYUAN, with gross floor area of SZHANGYUAN t r e e tCitygate Outlets1,630,820 sf (including car parking spaces), ** Two Brickell City Centre and Three Brickell City Centre were sold in 2020. 803,582 sfis operated and managed by a joint venture The office towers are now managed by Swire Properties. which is 60% owned by Swire Properties. # EAST Miami was sold in 2021. The hotel and serviced apartments are still managed by Swire Hotels. Swire Properties does not have an West Nanjing Road Station ownership interest in the compound. Chunxi Road Station Three Pacific PlaceThe Upper HouseOne Conrad Hong KongIsland Shangri-La Pacific Place627,657 sf158,738 sfPacific Place555,590 sfHong Kong STAR STUDIOSJW Marriott 863,266 sf605,728 sf 52,273 sfHong Kong 525,904 sf^^^^ INDIGOINDIGO Phase Two – OfficeINDIGO Phase Two – HotelEAST BeijingONE INDIGONew Bund Project New Bund Project EIGHT STAR STREET(Under Development) (Under Development) 358,301 sf589,071 sfTaikoo LiResidential Tower 1-4 Office Tower 1 & 2 8,459 sf*BEIJING2,809,103 sf346,803 sfQiantan and 1,159,057 sf1,352,228 sf SPACES. 8QRE 81,346 sfNew Bund ProjectTaikoo Li Qiantan SHANGHAI(Shopping Centre) 1,188,727 sf H Five Pacific Placee n n e s s y Rd o a da o R oOriental Sports a i 145,390 sfq Qn ua ei e nx s w au yi Admiralty INDIGO Phase Two – RetailJCenter StationNotes: d Six Pacific PlaceStation^^a (Under Development) New Bund Project is under oGross floor area figures are shown on a 100% basis. R ^^ ~223,303 sfThree Pacific PlacePacific PlacePACIFIC PLACETwouNew Bund Project 889,608 sfy * Floor area shown including the INDIGOdevelopment by a joint venture gdThese diagrams are not to scale and are for illustration purposes only. na o R Jiangtai Station t s Pedestrian Link(Shopping Mall)APARTMENTSPacific Placeoe W iRetail s g n Da gross floor area of remaining (Below Ground)711,182 sf443,075 sf695,510 sf(Shopping Mall) which is 40% owned by Y1,628,152 sfThese diagrams illustrate the major developments of Swire Properties. For details of other developments, residential units of 5,608 sf. 946,769 sfSwire Properties.please refer to the Schedule of Principal Group Properties on pages 211 to 222.
FINANCIAL REVIEW References are to “Notes to the Financial Statements” on pages 147 to 204. Consolidated Statement of Profit or Loss 2023 2022 HK$M HK$M Reference Revenue 14,670 13,826 Note 4 The increase in revenue of HK$844 million compared to 2022 was principally due to higher gross rental income from property investment and higher revenue from hotels, partly offset by lower revenue from property trading. Gross rental income from property investment increased by HK$1,182 million. In the Chinese Mainland, gross rental income increased by HK$1,157 million, mainly reflecting the strong recovery of the retail portfolio from the pandemic and the incremental contribution arising from the completion of the acquisition of the remaining 35% interest in Taikoo Li Chengdu in February 2023. In the U.S.A., gross rental income increased, principally due to the improved tenant mix. In Hong Kong, gross rental income was at par. The higher retail rental income as a result of strong recovery of the retail sales, was offset by the lower office rental income, reflecting the weak office market. Revenue from hotels increased by HK$414 million. Hotels in Hong Kong and the Chinese Mainland recovered strongly following the lifting of COVID-19 related measures, the reopening of the border and resumption of international flights. Occupancy and room rates improved. Revenue from property trading decreased by HK$755 million from 2022. In 2023, revenue was recognised from the sale of 6 units of EIGHT STAR STREET in Hong Kong. In 2022, revenue was recognised from the sale of 27 units of EIGHT STAR STREET in Hong Kong and a property in Fort Lauderdale in Florida, U.S.A. 74
SWIRE PROPERTIES ANNUAL REPORT 2023 Consolidated Statement of Profit or Loss (continued) 2023 2022 HK$M HK$M Reference Gross Profit 10,386 9,523 Gross profit increased by HK$863 million. Gross profit from property investment and hotels increased by HK$913 million and HK$200 million respectively, while gross profit from property trading decreased by HK$253 million. Gross profit from property investment increased by HK$913 million, principally due to the strong recovery of the retail portfolio in Hong Kong and the Chinese Mainland and the incremental contribution from Taikoo Li Chengdu, partly offset by lower office gross profit in Hong Kong. Hotel business recorded a gross profit of HK$80 million in 2023 compared with a gross loss of HK$120 million in 2022, mainly due to higher hotel revenue in Hong Kong and the Chinese Mainland. Gross profit from property trading reflected the recognition of profits on the sale of EIGHT STAR STREET units in Hong Kong. Operating Profit 5,180 9,024 Note 8(a) The decrease in operating profit of HK$3,844 million was principally due to a fair value loss on investment properties in 2023 (compared with a fair value gain in 2022), partly offset by higher profits from property investment in the Chinese Mainland. The fair value gain in 2022 was primarily due to a reduction of 25 to 50 basis points in the capitalisation rates of certain investment properties in the Chinese Mainland and a fair value gain in relation to certain properties held under development. A fair value loss on investment properties of HK$2,829 million was recorded in 2023, compared with a fair value gain of HK$801 million in 2022. Investment properties in Hong Kong recorded a fair value loss of HK$3,073 million, principally due to lower rents. The investment properties at Brickell City Centre in Miami, U.S.A. recorded a fair value gain of HK$166 million, mainly due to higher rents. Investment properties in the Chinese Mainland recorded a fair value gain of HK$78 million. Administrative and selling expenses increased by HK$345 million compared to 2022. The increase principally reflected higher project related costs and inflation in 2023. 75
MANAGEMENT DISCUSSION & ANALYSIS FINANCIAL REVIEW Consolidated Statement of Profit or Loss (continued) 2023 2022 HK$M HK$M Reference Net Finance Charges 520 187 Note 10 The increase of HK$333 million principally due to a higher level of borrowings in Hong Kong and the Chinese Mainland, and increase in interest rates in Hong Kong and the U.S.A., partly offset by the increase in interest capitalised on investment properties and properties for sale in Hong Kong and the Chinese Mainland. Share of Profit Less Losses of Joint Venture Companies 124 1,443 Note 8(a) The decrease of HK$1,319 million principally reflected the fair value loss of HK$667 million in 2023 (compared with the fair value gain of HK$510 million in 2022) and loss of contribution from Taikoo Li Chengdu as joint venture companies after becoming subsidiaries of the Group. Share of Profit Less Losses of Associated Companies (416) 12 Note 8(a) The loss of HK$416 million as compared to a gain of HK$12 million in 2022, primarily reflected the fair value loss of HK$454 million for the year, partly offset by higher hotel revenue in Hong Kong. Taxation 1,617 2,065 Note 11 The decrease of HK$448 million was principally due to a decrease in deferred tax in relation to the fair value changes in respect of investment properties in the Chinese Mainland and the U.S.A. Profit Attributable to the Company’s Shareholders 2,637 7,980 Note 8(a) The decrease of HK$5,343 million principally reflected a fair value loss on investment properties in 2023 (compared with a fair value gain in 2022), higher net finance charges and lower profit from property trading, partly offset by higher profit from property investment and hotel. 76
SWIRE PROPERTIES ANNUAL REPORT 2023 Consolidated Statement of Financial Position 2023 2022 HK$M HK$M Reference Property, Plant and Equipment 3,644 3,165 Note 15 The increase in property, plant and equipment was principally due to the acquisition of subsidiaries and additions to plant and equipment, partly offset by depreciation for the year and foreign exchange translation losses (principally in respect of leasehold buildings in the Chinese Mainland). Investment Properties 281,463 271,368 Note 16 The increase in investment properties of HK$10,095 million was principally due to the acquisition of subsidiaries (Taikoo Li Chengdu) of HK$15,230 million, additions during the year (after netting off cost written back) of HK$2,877 million, partly offset by a fair value loss of HK$2,829 million, foreign exchange translation losses of HK$1,200 million and the disposals of nine floors of One Island East in Hong Kong of HK$4,006 million. The additions reflected capital expenditure at the Taikoo Place redevelopment, Six Pacific Place, Taikoo Li Xi’an, and other projects in Hong Kong and the Chinese Mainland. The foreign exchange translation losses were principally in respect of investment properties in the Chinese Mainland. Intangible Assets 1,555 208 Note 17 The increase of HK$1,347 million principally reflected the goodwill arising from the acquisition of subsidiaries. Joint Venture Companies and Loans Due from 34,057 39,862 Note 20 Joint Venture Companies The decrease of HK$5,805 million principally reflected (i) transfer of Taikoo Li Chengdu from joint venture to subsidiary companies, (ii) the Company’s share of foreign exchange translation losses in respect of joint venture companies in the Chinese Mainland, partly offset by (iii) movements in loans due from joint venture companies, (iv) increases in equity to joint venture companies, (v) the Company’s share of profits of joint venture companies (net off fair value loss) and (vi) the acquisition of additional interests in joint venture companies. Associated Companies and Loans due from Associated Companies 10,792 525 Note 21 The increase of HK$10,267 million principally reflected the acquisition of equity in associated companies, partly offset by the Company’s share of loss of associated companies (including fair value loss). Properties For Sale 9,121 8,264 Note 23 The increase of HK$857 million principally reflected the development expenditures of Chai Wan Inland Lot No. 178 and 269 Queen’s Road East in Hong Kong, partly offset by sales of units at EIGHT STAR STREET in Hong Kong. 77
MANAGEMENT DISCUSSION & ANALYSIS FINANCIAL REVIEW Consolidated Statement of Financial Position (continued) 2023 2022 HK$M HK$M Reference Trade and Other Receivables 3,506 2,834 Note 24 The increase of HK$672 million mainly reflected the deposit paid for tendering purpose. Assets Classified as Held For Sale 543 2,038 Note 31 This represents 384 car parking spaces at Taikoo Shing, Hong Kong. Trade and Other Payables 9,763 10,008 Note 26 The decrease of HK$245 million principally reflected the settlement of a payment obligation related to the acquisitions of joint venture companies, decrease in accrued capital expenditure and decrease in interest-bearing advances from joint venture companies, partly offset by deposit received and the acquisition of subsidiary companies. Long-Term Loans and Bonds 41,169 22,835 Note 28 (including the component due within one year) The increase of HK$18,334 million was principally due to the drawdown of bank loans, the consolidation of bank loan at the acquisition of the remaining equity interest in Taikoo Li Chengdu, and the issue of medium term notes in Hong Kong. Deferred Tax Liabilities 14,082 11,248 Note 30 The increase of HK$2,834 million principally reflected the consolidation of Taikoo Li Chengdu after the acquisition of the remaining interest and deferred tax charges for the year, partly offset by foreign exchange translation losses in the Chinese Mainland. Equity Attributable to the Company’s Shareholders 285,082 289,211 Notes 33 The decrease in equity attributable to the Company’s shareholders and 34 represents the total comprehensive income for the year attributable to the Company’s shareholders (HK$1,780 million), as reduced by dividends paid to the Company’s shareholders. Non-Controlling Interests 3,067 3,047 Note 36 The increase in non-controlling interests of HK$20 million mainly reflected capital contribution from an owner of non-controlling interest and profits earned by the owners of non-controlling interests, partly offset by foreign exchange translation losses in respect of entities in which there are non-controlling interests and dividends paid to the owners of non-controlling interests. 78
SWIRE PROPERTIES ANNUAL REPORT 2023 Consolidated Statement of Cash Flows 2023 2022 HK$M HK$M Reference Cash Generated from Operations 7,492 6,332 Note 41(a) Cash generated from operations of HK$7,492 million principally comprised cash inflows from property investment of approximately HK$9,935 million and from property trading of approximately HK$213 million, partly offset by operating expenses of approximately HK$1,527 million and expenditure on properties for sale of approximately HK$583 million (after netting off contribution from a non-controlling interest). Tax Paid 963 1,127 The decrease principally reflected less tax paid in Hong Kong. Purchase of Property, Plant and Equipment 217 133 Note 41(b) The increase principally reflected additions of plant and equipment in Hong Kong. Additions of Investment Properties 2,771 7,096 The amount in 2023 principally reflected capital expenditure on the Taikoo Place redevelopment, Six Pacific Place, Taikoo Li Xi’an and on other projects in Hong Kong and the Chinese Mainland. Proceeds from Disposal of Subsidiary Companies, 535 1,060 Note 24 Net of Cash Disposed of The amount in 2023 reflected the receipt of settlement of a deferred payment for the sale of the Group’s interest in the Cityplaza One office tower in Hong Kong. Proceeds from Disposal of Investment Properties 5,291 609 The amount in 2023 reflected the proceeds from disposal of nine floors in One Island East and Taikoo Shing car parking spaces in Hong Kong. Payment for Acquisition of Subsidiary Companies, 3,699 – Note 43 Net of Cash Acquired The amount in 2023 reflected the acquisition of the remaining equity interest in Taikoo Li Chengdu. Purchase of Shares in Joint Venture Companies, Equity and 2,316 2,034 Loans (Net of Repayment) to Joint Venture Companies The amount in 2023 principally reflected the purchase of shares and equity injected in joint venture companies in aggregate of HK$1,147 million and net movements of loans with joint venture companies of HK$1,169 million. Equity and Loans (Net of Repayment) to Associated Companies 10,380 52 The amount in 2023 principally reflected the purchase of shares in associated companies. Loans Drawn and Refinanced, and Bonds Issued 15,053 (1,838) (Net of Repayment of Loans, Bonds and Lease Liabilities) The amount in 2023 principally reflected the drawdown of bank loans and the issue of medium term notes in Hong Kong, partly offset by repayment of loans. 79
MANAGEMENT DISCUSSION & ANALYSIS FINANCIAL REVIEW Investment Appraisal and Performance Review Net Assets Employed Capital Commitments(1) 2023 2022 2023 2022 HK$M HK$M HK$M HK$M Property investment 300,678 293,752 24,823 27,402 Property trading 17,334 11,612 – – Hotels 6,816 5,841 392 552 Total net assets employed 324,828 311,205 25,215 27,954 Less: net debt (36,679) (18,947) Less: non-controlling interests (3,067) (3,047) Equity attributable to the Company’s shareholders 285,082 289,211 Return on Average Equity Equity Attributable to the Attributable to the Company’s Shareholders(2) Company’s Shareholders(2) 2023 2022 HK$M HK$M 2023 2022 Property investment 276,512 279,688 1.0% 2.9% Property trading 3,038 3,992 -4.8% 3.9% Hotels 5,532 5,531 -1.8% -6.0% Total 285,082 289,211 0.9% 2.7% (1) The capital commitments represent the Group’s capital commitments plus the Group’s share of the capital commitments of joint venture companies. (2) Refer to Glossary on page 223 for definitions. 80
SWIRE PROPERTIES ANNUAL REPORT 2023 FINANCING • Capital Structure The Group considers a number of factors in monitoring • Medium Term Note Programme its capital structure, which principally include the gearing • Changes in Financing ratio, cash interest cover and the return cycle of its • Net Debt investments. • Sources of Finance – Loans and Bonds Medium Term Note Programme – Bank Balances and Short-term Deposits In 2012, Swire Properties MTN Financing Limited, a • Maturity Profile and Refinancing wholly-owned subsidiary of the Company, established a • Currency Profile US$3 billion Medium Term Note (“MTN”) Programme. • Finance Charges The aggregate nominal amount of the MTN Programme • Gearing Ratio and Interest Cover was increased to US$4 billion in 2017. Notes issued under • Capital Management the MTN Programme are unconditionally and irrevocably • Attributable Net Debt guaranteed by the Company. At 31st December 2023, • Debt in Joint Venture and Associated Companies the MTN Programme was rated A by Fitch and (P)A2 by Capital Structure Moody’s, in each case in respect of notes with a maturity of more than one year. The Group aims to maintain a capital structure which The MTN Programme enables the Group to raise money enables it to invest in and finance projects in a disciplined directly from the capital markets. Under the MTN and targeted manner. Programme, notes may be issued in United States The Group’s primary objectives when managing capital are dollars or in other currencies, in various amounts and for to safeguard the Group’s ability to operate as a going various tenors. concern, so that it can continue to provide returns for shareholders, and to secure access to finance at a reasonable cost. 81
MANAGEMENT DISCUSSION & ANALYSIS FINANCING Changes in Financing Audited Financial Information During the year, the Group raised approximately HK$19,127 million. This comprised: • term and revolving loan facilities aggregating HK$12,415 million • medium term notes aggregating HK$6,712 million During the year, the Group made various repayments of debt. This comprised: • repayment and prepayment of term and revolving loan facilities aggregating HK$2,930 million • repayment of medium term notes of HK$200 million During the year, the Group acquired the remaining equity interest in Taikoo Li Chengdu and hence consolidated its debt. Loans and bonds due within due after Lease Total one year one year liabilities 2023 2022 HK$M HK$M HK$M HK$M HK$M At 1st January 700 22,135 614 23,449 25,167 Loans drawn and refinanced 5,524 5,999 – 11,523 7,237 Bonds issued – 6,742 – 6,742 – Acquisition of subsidiary companies 438 2,713 42 3,193 – Bonds matured (200) – – (200) (3,899) Repayment of loans (830) (2,100) – (2,930) (5,110) New leases arranged during the year – – 62 62 160 Principal elements of lease payments – – (82) (82) (66) Reclassification 1,875 (1,875) – – – Currency adjustment 52 (79) (16) (43) (44) Other non-cash movements 4 71 (13) 62 4 At 31st December 7,563 33,606 607 41,776 23,449 Net Debt Audited Financial Information Net debt at 31st December 2023 was HK$36,679 million, compared with HK$18,947 million at 31st December 2022. The increase in net debt principally reflected capital and development expenditure and investment in joint venture companies and acquisitions of subsidiary companies. The Group’s borrowings are principally denominated in Hong Kong dollars, Renminbi and United States dollars. Outstanding borrowings at 31st December 2023 and 2022 were as follows: 2023 2022 HK$M HK$M Borrowings included in non-current liabilities Bank borrowings 13,159 7,311 Bonds 20,447 14,824 Borrowings included in current liabilities Bank borrowings 6,463 500 Bonds 1,100 200 Total borrowings 41,169 22,835 Lease liabilities Included in non-current liabilities 527 535 Included in current liabilities 80 79 Less: short-term deposits and bank balances 5,097 4,502 Net debt 36,679 18,947 82
SWIRE PROPERTIES ANNUAL REPORT 2023 Sources of Finance Audited Financial Information At 31st December 2023, committed loan facilities and debt securities amounted to HK$54,041 million, of which HK$12,700 million (24%) remained undrawn. In addition, the Group had undrawn uncommitted facilities totalling HK$400 million. Sources of funds at 31st December 2023 comprised: Undrawn Undrawn Expiring Expiring Within After Available Drawn One Year One Year HK$M HK$M HK$M HK$M Facilities from third parties Term loans 14,710 14,710 – – Revolving loans 17,741 5,041 – 12,700 Bonds 21,590 21,590 – – Total committed facilities 54,041 41,341 – 12,700 Uncommitted facilities Bank loans and overdrafts 400 – 400 – Total 54,441 41,341 400 12,700 Note: The figures above are stated before unamortised loan fees of HK$172 million. i) Loans and Bonds Audited Financial Information For accounting purposes, loans and bonds are classified as follows: 2023 2022 Drawn, Drawn, Before Before Unamortised Unamortised Carrying Unamortised Unamortised Carrying Loan Fees Loan Fees Value Loan Fees Loan Fees Value HK$M HK$M HK$M HK$M HK$M HK$M Long-term loans and bonds at amortised cost 41,341 (172) 41,169 22,980 (145) 22,835 Less: amount due within one year included under current liabilities 7,569 (6) 7,563 700 – 700 33,772 (166) 33,606 22,280 (145) 22,135 ii) Bank Balances and Short-term Deposits The Group had bank balances and short-term deposits of HK$5,097 million at 31st December 2023, compared to HK$4,502 million at 31st December 2022. 83
MANAGEMENT DISCUSSION & ANALYSIS FINANCING Maturity Profile and Refinancing Bank loans and other borrowings are repayable on various dates up to 2033 (2022: up to 2030). The weighted average term and cost of the Group’s debt are: 2023 2022 Weighted average term of debt 3.0 years 3.9 years Weighted average cost of debt 4.1% 3.2% Note: The weighted average cost of debt above is stated on gross debt basis. The maturity profile of the Group’s available committed facilities is set out below: Total Available HK$M Committed Facilities 15,000 by Maturity 12,000 9,000 Facilities from third parties 6,000 Term and revolving loans 3,000 Bonds 0 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Audited Financial Information The table below sets forth the maturity profile of the Group’s borrowings: 2023 2022 HK$M HK$M Bank borrowings and bonds from third parties due Within 1 year 7,563 18% 700 3% 1-2 years 6,073 15% 1,875 8% 2-5 years 25,256 61% 15,195 67% After 5 years 2,277 6% 5,065 22% Total 41,169 100% 22,835 100% Less: Amount due within one year included under current liabilities 7,563 700 Amount due after one year included under non-current liabilities 33,606 22,135 84
SWIRE PROPERTIES ANNUAL REPORT 2023 Currency Profile Audited Financial Information An analysis of the carrying amounts of gross borrowings by currency (after cross-currency swaps) is shown below: 2023 2022 HK$M HK$M Currency Hong Kong dollars 25,243 61% 19,740 86% United States dollars 3,499 9% 3,095 14% Renminbi 12,427 30% – – Total 41,169 100% 22,835 100% Finance Charges Audited Financial Information An analysis of outstanding borrowings by reference to whether they bear interest at fixed or floating rates is shown below: 2023 2022 HK$M HK$M Fixed 27,955 68% 15,061 66% Floating 13,386 32% 7,919 34% Sub-total 41,341 100% 22,980 100% Less: Unamortised loan fee 172 145 Total 41,169 22,835 The exposure of the Group’s borrowings to fixed and floating interest rates can be illustrated as follows: Fixed Interest Rates Maturing in: Floating Interest 1 Year 1 to 5 Over 5 Rates or Less Years Years Total HK$M HK$M HK$M HK$M HK$M At 31st December 2023 13,277 3,301 23,122 1,469 41,169 At 31st December 2022 7,811 200 9,759 5,065 22,835 85
MANAGEMENT DISCUSSION & ANALYSIS FINANCING Audited Financial Information (continued) Interest charged and earned during the year was as follows: 2023 2022 HK$M HK$M Interest charged on: Bank loans and overdrafts 743 158 Bonds 614 559 Interest-bearing advances from joint venture companies 2 16 Lease liabilities 21 19 Net fair value (gains)/losses on derivative instruments Cash flow hedges – transferred from other comprehensive income (41) (13) Cross-currency swaps not qualifying as hedges 1 1 Other financing costs 125 109 1,465 849 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 53 66 Capitalised on: Investment properties (510) (370) Properties for sale (270) (186) 738 359 Interest income on: Short-term deposits and bank balances (64) (105) Loans to joint venture and associated companies (136) (51) Others (18) (16) (218) (172) Net finance charges 520 187 The capitalised interest rates on funds both borrowed generally and used for the development of investment properties and properties for sale were between 3.2% and 6.2% per annum (2022: 2.9% and 3.7% per annum). The amount transferred from other comprehensive income in respect of cash flow hedges in 2023 includes HK$12 million (2022: HK$12 million) relating to currency basis. The interest rates per annum (after cross-currency and interest rate swaps) at 31st December were as follows: 2023 2022 HKD RMB USD HKD USD % % % % % Long-term loans and bonds 2.4-6.6 3.0-3.9 6.1-6.3 2.3-5.7 5.1-5.2 86
SWIRE PROPERTIES ANNUAL REPORT 2023 Gearing Ratio and Interest Cover The following graphs illustrate the gearing ratio and underlying interest cover for each of the last five years: Gearing Ratio HK$M Ratio (%) 350,000 35 300,000 30 250,000 25 200,000 20 Total equity 150,000 15 Net debt 100,000 10 50,000 5 Gearing ratio 0 0 2019 2020 2021 2022 2023 Underlying HK$M Times Interest Cover 28,000 112 24,000 96 Underlying operating profit 20,000 80 Net finance charges 16,000 64 12,000 48 Capitalised interest 8,000 32 4,000 16 Underlying interest cover Underlying cash interest cover 0 0 2019 2020 2021 2022 2023 87
MANAGEMENT DISCUSSION & ANALYSIS FINANCING 2023 2022 (1) Gearing ratio 12.7% 6.5% (1) Interest cover – times Per financial statements 10.0 48.3 Underlying 26.8 74.7 (1) Cash interest cover – times Per financial statements 4.0 12.1 Underlying 10.0 13.4 (1) Refer to Glossary on page 223 for definitions. Capital Management Audited Financial Information The Group’s primary objectives when managing capital are to safeguard the Group’s ability to operate as a going concern, so that it can continue to provide returns for shareholders, and to secure access to finance at a reasonable cost. The Group considers a number of factors in monitoring its capital structure, which principally include the gearing ratio, cash interest cover and the return cycle of its investments. For the purpose of the gearing ratio, the Group defines net debt as total borrowings and lease liabilities less short-term deposits and bank balances. Capital comprises total equity, as shown in the consolidated statement of financial position. In order to maintain or adjust the gearing ratio, the Group may adjust the amount of dividends paid to shareholders, repurchase shares, raise new debt financing or sell assets to reduce debt. The gearing ratios at 31st December 2023 and 31st December 2022 were as follows: 2023 2022 HK$M HK$M Total borrowings 41,169 22,835 Lease liabilities 607 614 Less: Short-term deposits and bank balances 5,097 4,502 Net debt 36,679 18,947 Total equity 288,149 292,258 Gearing ratio 12.7% 6.5% The Group has given certain covenants under facilities from third-parties, including maintenance of a minimum amount of tangible net worth. The Group has significant headroom on all covenants, and does not expect any breach in the foreseeable future. 88
SWIRE PROPERTIES ANNUAL REPORT 2023 Attributable Net Debt The chart below illustrates, by entity, the Group’s attributable net debt (in HK$ million): Swire Properties (935) Swire Properties (Finance) Swire Properties MTN 13,403 Financing 21,547 Consolidated Net Debt H.K. Chinese Mainland U.S.A. and other 36,679 Entities Entities Entities (245) (306) 3,215 H.K. Chinese Mainland U.S.A. and other Attributable JV/Asso JV/Asso JV/Asso Net Debt of Joint 3,444 3,403 64 Venture and Associated Companies (“JV/Asso”) 6,911 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 the end of 2023 and 2022: Net Debt of Portion of Net Debt Joint Venture and Attributable to Debt Guaranteed by Associated Companies the Group the Group 2023 2022 2023 2022 2023 2022 HK$M HK$M HK$M HK$M HK$M HK$M Hong Kong Entities 10,228 10,402 3,444 3,472 2,408 2,408 Chinese Mainland Entities 7,042 15,171 3,403 7,532 1,449 1,203 U.S.A. and other Entities 86 542 64 461 139 570 Total 17,356 26,115 6,911 11,465 3,996 4,181 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 15.1%. 89
TAIKOO PLACE, HONG KONG
CORPORATE GOVERNANCE & SUSTAINABILITY
CORPORATE GOVERNANCE Corporate and Governance Culture employees and others who deal with the Company to act Swire Properties is committed to ensuring that its affairs with honesty and integrity and to raise concerns about are conducted in accordance with its corporate and actual or suspected cases of impropriety. Indicators used governance culture and values of integrity, originality, for assessing and monitoring social and corporate excellence, humility, teamwork, continuity and high ethical governance-related data (including staff turnover rates, standards, which form a coherent set of principles that are whistleblowing data, employee surveys and breaches of relevant across the Company’s business and underpin the Company’s Corporate Code of Conduct) are set out in everything it does. This reflects its belief that, in the the Sustainability Report 2023 of the Company. The Group achievement of its long-term objectives, it is imperative to offers competitive remuneration and benefits designed to act with probity, transparency and accountability. By so attract, motivate and retain talented people at all levels. acting, Swire Properties believes that shareholder value will Having regard to the corporate culture reflected in the be maximised in the long term and that its employees, policies and practices of the Group, the Board is satisfied those with whom it does business and the communities in that the purpose, values and strategic directions of the which it operates will all benefit. Group are aligned with its culture. Corporate governance is the process by which the Corporate Governance Statement Board instructs management of the Group to conduct its The Corporate Governance Code (the “CG Code”) as affairs with a view to ensuring that its objectives are met. published by The Stock Exchange of Hong Kong Limited The Board is committed to maintaining and developing sets out the principles of good corporate governance and robust corporate governance practices that are intended provides two levels of recommendation: to ensure: • satisfactory and sustainable returns to shareholders • code provisions, with which issuers are expected to • that the interests of those who deal with the Company comply, but with which they may choose not to comply, are safeguarded provided they give considered reasons and explanations • that overall business risk is understood and managed for non-compliance appropriately • recommended best practices, with which issuers are • the delivery of high-quality products and services to encouraged to comply, but which are provided for the satisfaction of customers guidance only • that high standards of ethics are maintained and The Company supports the principles-based approach of • sustainable development of the business and the the CG Code and the flexibility this provides for the communities in which the Company operates with a adoption of corporate policies and procedures which view to create long-term value recognise the individuality of companies. Swire Properties The Board provides guidance to management by defining has adopted its own corporate governance code which is the purpose, values and strategic direction of the Group, available on its website (www.swireproperties.com). and plays an important role in establishing and instilling a Corporate governance does not stand still; it evolves with culture that reinforces the values of acting lawfully, the business and operating environment. The Company is ethically and responsibly. The Company’s Corporate Code always ready to learn and adopt best practices. of Conduct ensures that the corporate culture and The Company complied with all the code provisions set out expected behaviours are clearly communicated to in the CG Code contained in Part 2 of Appendix C1 to the everyone in the Group. Appropriate policies and procedures Rules Governing the Listing of Securities on The Stock are in place to promote and reinforce the need for Exchange of Hong Kong Limited (the “Listing Rules”) throughout the year covered by the annual report. 92
SWIRE PROPERTIES ANNUAL REPORT 2023 The Board of Directors Chairman and Chief Executive Role of the Board The CG Code requires that the roles of Chairman and Chief The Company is governed by a Board of Directors, which Executive be separate and not performed by the same has responsibility for strategic leadership and control of the individual to ensure there is a clear division of Group designed to maximise shareholder value, while responsibilities between the running of the Board and the taking due account of the interests of those with whom the executives who run the business. Group does business and others. Guy Bradley, the Chairman, is responsible for: Responsibility for achieving the Company’s objectives and • leadership of the Board running the business on a day-to-day basis is delegated to • setting its agenda and taking into account any matters management. The Board exercises a number of reserved proposed by other Directors for inclusion in the agenda powers which include: • facilitating effective contributions from and dialogue • maintaining and promoting the culture of the Company with all Directors and constructive relations between • formulation of long-term strategy them • approving public announcements, including financial • ensuring that all Directors are properly briefed on issues statements arising at Board meetings and that they receive • committing to major acquisitions, divestments and accurate, timely and clear information capital projects • obtaining consensus amongst the Directors • authorising significant changes to the capital structure • ensuring, through the Board, that good corporate and material borrowings governance practices and procedures are followed • any issue, or buy-back, of equity securities under the Tim Blackburn, the Chief Executive, is responsible for relevant general mandates implementing the policies and strategies set by the Board • approving treasury policy in order to ensure the successful day-to-day management • setting dividend policy of the Group’s business. • approving appointments to the Board Throughout the year, there was a clear division of • ensuring that appropriate management development responsibilities between the Chairman and the and succession plans are in place Chief Executive. • setting the Group remuneration policy • approving annual budgets and forecasts Board Composition • reviewing operational and financial performance The Board is structured with a view to ensuring it is • reviewing the effectiveness of the Group’s risk of a high calibre and has a balance of skills, experience management and internal control systems and diversity of perspectives appropriate to the • ensuring the adequacy of the resources, staff Company’s business so that it works effectively as a qualifications and experience, training programmes and team, and that individuals or groups do not dominate budget of the Company’s accounting, internal audit, any decision-making. financial reporting and environmental, social and governance (“ESG”) functions The Board comprises the Chairman, three other Executive • overseeing sustainable development matters Directors and ten Non-Executive Directors. Their To assist it in fulfilling its duties, the Board has three biographical details are set out in the section of this annual primary committees, the Audit Committee (see pages 105 report headed Directors and Officers and are posted on the to 106), the Nomination Committee (see pages 102 to 103) Company’s website. and the Remuneration Committee (see page 103). 93
CORPORATE GOVERNANCE & SUSTAINABILITY CORPORATE GOVERNANCE Tim Blackburn, Guy Bradley, Fanny Lung, Mabelle Ma, significant links with other Directors through involvements Martin Murray and Richard Sell are directors and/or in other companies or bodies. The Board considers that all employees of the John Swire & Sons Limited (“Swire”) of the Independent Non-Executive Directors are group. Adam Fenwick and Merlin Swire are independent in character and judgement. shareholders, directors and/or employees of and Spencer Fung has served as an Independent Non-Executive Raymond Lim is an adviser to the Swire group. Director for more than nine years. The Directors are of the The Non-Executive Directors bring independent advice, opinion that he remains independent, notwithstanding his judgement and, through constructive challenge, length of tenure. Spencer Fung continues to demonstrate scrutiny of executives and review of performance and the attributes of an Independent Non-Executive Director risks. The Audit, Nomination and Remuneration noted above and there is no evidence that his tenure has Committees of the Board comprise only Non-Executive had any impact on his independence. During his tenure, Directors. Spencer Fung was not involved in the daily management of Five of the ten Non-Executive Directors are the Company nor in any relationship or circumstances Independent Non-Executive Directors, which which would materially interfere with his exercise of represents at least one-third of the Board of Directors. independent judgement. He has not held any interests in the shares of the Company. He has demonstrated strong Board Independence independence by providing impartial views and exercising independent judgment at Board and Board committee The Company has in place effective mechanisms to meetings. Drawing upon experience and skills acquired ensure that independent views and input are available through his other directorships and offices, he is also to the Board. The Nomination Committee, a majority of capable of bringing fresh and objective perspectives to the which is comprised of Independent Non-Executive Board. The Board believes that his detailed knowledge of Directors, assesses the suitability and independence of the Group’s business and his external experience continue potential candidates to be appointed as Independent to be of significant benefit to the Company, and that he Non-Executive Directors and reviews the independence maintains an independent view of its affairs. of each Independent Non-Executive Director annually. Taking into account all of the circumstances described in The Independent Non-Executive Directors meet with this section, the Company considers all of the Independent the Chairman at least once annually without the Non-Executive Directors to be independent as regards the presence of other Directors and they can interact with factors in Rule 3.13 of the Listing Rules. management and other Directors including the Chairman through formal and informal means. Responsibilities of Directors Independent professional advice is also available to all Directors whenever necessary. A review of these On appointment, the Directors receive information about mechanisms is conducted on an annual basis to ensure the Group including: their effectiveness. • the role of the Board and the matters reserved for The Independent Non-Executive Directors: its attention • provide open and objective challenge to • the role and terms of reference of Board committees management and other Board members • the Group’s corporate governance practices • raise intelligent questions and challenge and procedures constructively and with vigour • the powers delegated to management • bring outside knowledge of the businesses and • the latest financial information markets in which the Group operates, providing Directors update their skills, knowledge and understanding informed insight and responses to management of the Company’s businesses through their participation at Confirmation has been received from all Independent meetings of the Board and its committees and through Non-Executive Directors that they are independent as regular meetings with management at the head office and regards the factors in Rule 3.13 of the Listing Rules. in the divisions. Directors are regularly updated by the None of them holds cross-directorships or has Company Secretary on their legal and other duties as Directors of a listed company. 94
SWIRE PROPERTIES ANNUAL REPORT 2023 OTHER LISTED COMPANY DIRECTORSHIP S 2 Number of Companies 1 0 0 2 4 6 8 10 Number of Directors Through the Company Secretary, Directors are able to Board decisions are made by vote at Board meetings and obtain appropriate professional training and advice. supplemented by the circulation of written resolutions Each Director ensures that he/she can give sufficient between Board meetings. time and attention to the affairs of the Group. All Minutes of Board meetings are taken by the Company Directors disclose to the Board on their first appointment Secretary and, together with any supporting papers, are their interests as a Director or otherwise in other made available to all Directors. The minutes record the companies or organisations and such declarations of matters considered by the Board, the decisions reached, interests are updated regularly. No Director was a and any concerns raised or dissenting views expressed by director of more than two other listed companies Directors. Draft and final versions of the minutes are sent to (excluding the Company) at 31st December 2023. all Directors for their comment and records respectively. Details of Directors’ other appointments are shown in Board meetings are structured so as to encourage open their biographies in the section of this annual report discussion, frank debate and active participation by headed Directors and Officers. Directors in meetings. Board Processes Directors meet at least once annually to discuss the Company’s strategy, including investment and All committees of the Board follow the same processes divestment plans and other strategic initiatives. The as the full Board. strategy session also serves as a platform for raising The dates of the 2023 Board meetings were determined new initiatives and ideas. in 2022 and any amendments to this schedule were The executive management provides the Board with such notified to Directors at least 14 days before regular information and explanations as are necessary to enable meetings. Appropriate arrangements are in place to Directors to make an informed assessment of the financial allow Directors to include items in the agenda for regular and other information put before the Board. Queries raised Board meetings. by Directors are answered fully and promptly. Agendas and accompanying Board papers are circulated When necessary, the Independent Non-Executive Directors with sufficient time to allow the Directors to prepare meet privately to discuss matters which are their specific before meetings. responsibility. The Chairman takes the lead to ensure that the Board The Chairman meets at least annually with the acts in the best interests of the Company, that there is Independent Non-Executive Directors without the effective communication with the shareholders and that presence of other Directors. their views are communicated to the Board as a whole. 95
CORPORATE GOVERNANCE & SUSTAINABILITY CORPORATE GOVERNANCE Board Activities The Board met six times in 2023, including a strategy session. The attendance of individual Directors at meetings of the Board and its committees is set out in the table below. Attendance at Board meetings was 100%. All Directors attended Board meetings in person or through electronic means of communication during the year. Continuous Professional Meetings Attended/Held Development 2023 Annual Type of Audit Nomination Remuneration General Training Directors Board Committee Committee Committee Meeting (Notes) Executive Directors Guy Bradley – Chairman 6/6 √ A, B Tim Blackburn 6/6 √ A, B Fanny Lung 6/6 √ A, B Mabelle Ma 6/6 √ A, B Non-Executive Directors Adam Fenwick 6/6 1/1 2/2 √ A, B Raymond Lim 6/6 √ A, B Martin Murray 6/6 4/4 √ A, B Richard Sell (appointed on 17th October 2023) 1/1 N/A A, B Merlin Swire 6/6 √ A, B Independent Non-Executive Directors Lily Cheng 6/6 4/4 √ A, B Thomas Choi 6/6 1/1 2/2 √ A, B Spencer Fung 6/6 1/1 2/2 √ A, B Jinlong Wang (retired on 9th May 2023) 2/2 X A May Wu 6/6 4/4 √ A, B Angela Zhu (appointed on 9th May 2023) 4/4 N/A A, B Average attendance 100% 100% 100% 100% 92% Notes: A: Received training materials about matters relevant to their duties as Directors including on ESG. B: Attended training by external advisers about applicable laws and regulations and topics pertinent to the business of the Company. 96
SWIRE PROPERTIES ANNUAL REPORT 2023 Key areas of activities of the Board during the year are summarised below. Leadership and People • Reviewed the structure, size, composition of the Board and the independence of the INEDs • Discussed updates from the Nomination Committee on matters including the Company’s progress in achieving measurable objectives on board diversity, updates on employee diversity and the implementation and effectiveness of the Group’s diversity policy • Considered and approved the recommendations from the Nomination Committee on re-election of Directors at the 2023 Annual General Meeting • Discussed updates from the Remuneration Committee on matters including compensation of the Executive Directors and senior management of the Company, gender pay equity and CEO pay ratio of the Group Strategy • Discussed the Group’s 10-year plan regarding its 2024-2033 business strategies and projections • Discussed the Group’s investment and divestment strategies • Considered and approved the Group’s investments, acquisitions or disposals, overall portfolio direction and investment plans, capital allocation strategy and growth objectives • Reviewed the Group’s progress under the HK$100 billion investment plan • Discussed updates on the Group’s geographic portfolio and macro-economic developments Financial and Business • Reviewed and approved the interim and annual results announcements as well as Performance the interim and annual reports • Discussed and approved the 2023 annual budget and longer-term financial plans • Reviewed business updates and operating results of the Group, its operating environment and performance outlook • Reviewed implementation status of the Group’s capital allocation strategy • Discussed development progress of projects and investments • Approved and declared the second interim dividend for 2022 and the first interim dividend for 2023 • Reviewed and approved the Group’s major financing arrangements and fund- raising activities 97
CORPORATE GOVERNANCE & SUSTAINABILITY CORPORATE GOVERNANCE Audit, Risk Management and • Discussed updates from the Audit Committee on matters relating to results Internal Control announcements and annual/interim reports, compliance with regulatory and statutory requirements, reviewed the effectiveness of the Company’s risk management process and internal control systems, findings from GIAD, significant accounting and audit issues and codes and policies of the Company • Approved the Group’s 2024 audit strategy and reviewed progress on the 2023 audit programme • Reviewed the Group’s corporate risk register and key items including geopolitical risks, cybersecurity risks, sustainability-related risks and other major risks, and discussed the relevant risk management measures • Discussed the digital strategy and data governance of the Group • Reviewed the Group’s health and safety performance, including its performance in meeting safety targets, hazards reporting system, safety management measures and health and well-being initiatives Governance and Compliance • Chairmen of the various Board committees updated the Board on their committee meetings, including key matters discussed, and issues raised in the meetings • Reviewed the continuing connected transactions conducted by the Group • Reviewed and approved regulatory announcements to be published by the Company • Reviewed updates on the Company’s legal and compliance matters • Reviewed the terms of reference adopted by the Company • Received declarations of interest from Directors Sustainability • Reviewed and approved the Sustainable Development Report 2022 of the Company • Discussed the Group’s progress towards meeting the decarbonisation and other ESG targets under SD 2030 Strategy, performance in key sustainability indices, regulatory developments towards sustainability, climate-related and other key ESG matters 98
SWIRE PROPERTIES ANNUAL REPORT 2023 Continuous Professional Development The Board monitors management’s performance against The Company makes available continuous professional the achievement of financial and non-financial measures, development for all Directors at the expense of the the principal items monitored being: Company so as to develop and refresh their knowledge • detailed monthly management accounts consisting of and skills. statements of profit or loss, financial position and cash All Directors have been provided with “A Guide on flows compared to budget, together with forecasts Directors’ Duties” issued by the Companies Registry, • internal and external audit reports “Guidelines for Directors” issued by the Hong Kong • feedback from customers, others with whom Institute of Directors and “Corporate Governance Guide the Group does business, trade associations and for Boards and Directors” issued by The Stock Exchange service providers. of Hong Kong Limited and other training materials on Securities Transactions various topics, including ESG matters and regulatory updates issued by The Stock Exchange of Hong Kong The Company has adopted a code of conduct (the Limited or external advisers. They were invited to attend “Securities Code”) regarding securities transactions by seminars and conferences about financial, commercial, Directors and officers on terms no less exacting than the economic, risk management, legal, regulatory and other required standard set out in the Model Code for Securities business matters. Transactions by Directors of Listed Issuers (the “Model Code”) contained in Appendix C3 to the Listing Rules. Directors’ and Officers’ Insurance These rules are available on the Company’s website. The Company has arranged appropriate insurance cover A copy of the Securities Code has been sent to each in respect of potential legal actions against its Directors Director of the Company and is sent to each Director and Officers. twice annually, immediately before the two financial period ends, with a reminder that the Director cannot Conflicts of Interest deal in the securities and derivatives of the Company If a Director has a material conflict of interest in relation during the blackout period before the Group’s interim and to a transaction or proposal to be considered by the annual results have been published, and that all their Board, the individual is required to declare such interest dealings must be conducted in accordance with the and abstains from voting. The matter is considered at a Securities Code. Board meeting and voted on by Directors who have no Under the Securities Code, Directors and senior material interest in the transaction. executives of the Company are required to notify the Chairman and receive a dated written acknowledgement Delegation by the Board before dealing in the securities and derivatives of the Responsibility for delivering the Company’s strategies Company and, in the case of the Chairman himself, he and objectives, as established by the Board, and must notify the Chairman of the Audit Committee and responsibility for day-to-day management is delegated receive a dated written acknowledgement before to the Chief Executive. The Chief Executive has been any dealing. given clear guidelines and directions as to his powers On specific enquiries made, all the Directors of the and, in particular, the circumstances under which he Company have confirmed that they have complied with should report back to, and obtain prior approval from, the required standard set out in the Model Code and the the Board before making commitments on behalf of Securities Code. the Company. Directors’ interests at 31st December 2023 in the shares of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance) are set out in the section of this annual report headed Directors’ Report. 99
CORPORATE GOVERNANCE & SUSTAINABILITY CORPORATE GOVERNANCE Appointment and Re-election On 4th March 2024, the Nomination Committee, having Potential new Directors are identified and considered by reviewed the Board’s composition and after taking into the Nomination Committee for appointment by the Board. account the requirement that all directors are subject to A Director appointed by the Board is subject to election election or re-election (as the case may be) in accordance by shareholders at the first annual general meeting after with the Company’s Articles of Association, nominated his or her appointment, and all Directors are subject to Fanny Lung, Martin Murray, Richard Sell and Angela Zhu for re-election by shareholders every three years. recommendation to shareholders for election or re-election at the 2024 Annual General Meeting. The nominations were Potential new Board members are identified on the basis made in accordance with objective criteria (including of skills, knowledge and experience which, on assessment gender, age, cultural and educational background, by the Directors, will enable them to make a positive ethnicity, professional experience, skills, knowledge, length contribution to the diversity and performance of the of service, number of directorships of listed companies and Board. The Company reviews the composition of the the legitimate interests of the Company’s principal Board on a continuing basis by keeping track of the shareholders), with due regard for the benefits of diversity, tenure of Directors and the need for new or replacement as set out in the Board Diversity Policy. The Nomination Directors to be appointed (as the case may be) and Committee is satisfied with the independence of Angela maintaining a pipeline of candidates comprising internal Zhu having regard to the criteria set out in the Listing Rules. and external candidates as may be identified from time The Board, having considered the recommendation of the to time. Executive search agencies may be engaged as Nomination Committee and having taken into account the appropriate to identify external candidates with the respective contributions of Fanny Lung, Martin Murray, desirable skillsets. The composition of the Board includes Richard Sell and Angela Zhu to the Board and their firm directors who are appointed as independent non- commitment to their roles, recommended all of them for executive directors, nomination from substantial election or re-election (as the case may be) at the 2024 shareholder and executives of the Company. Annual General Meeting. The particulars of the Directors In assessing the suitability of a proposed candidate standing for election or re-election are set out in the (including Directors eligible for election or re-election), section of this annual report headed Directors and Officers the following non-exhaustive list of factors will be and will also be set out in the circular to shareholders to be considered: distributed with this annual report and posted on the Company’s website. • the corporate strategy of the Company Full details of changes in the Board during the year and to • the structure, size, composition and needs of the Board the date of this report are provided in the section of this • the potential contributions a candidate can bring to the annual report headed Directors’ Report. Board, including the desirable skillsets, experience and other attributes that are complementary to the Board Board Diversity • the qualifications, integrity and expected time commitment of the candidate The Board has adopted a Board Diversity Policy, which is • various aspects of diversity (including gender, age, available on the Company’s website. Responsibility for the cultural and educational background and ethnicity) implementation, monitoring and annual review of this with reference to the Board Diversity Policy of the policy has been delegated to the Nomination Committee. Company • the independence of a candidate to be appointed as an Independent Non-Executive Director 100
SWIRE PROPERTIES ANNUAL REPORT 2023 The Board’s composition reflects a balance of skills, experience and diversity of perspectives among its members that are relevant to the Company’s strategy, governance and business and contributes to the Board’s effectiveness. SKILLS, EXPERTISE AND EXPERIENCE Related Industry Experience 13 (Real Estate/Hotels/Retail) Executive Leadership 14 and Strategy Relevant Market Experience 14 Accounting/Finance and 10 Risk Management Digital 9 Executive Directors ESG 12 Non-Executive Directors out of 14 Directors Age Gender 21% 41-50 years 36% 36% 51-60 years Male 61-70 years Female 64% 43% Ethnicity Years of Service as Director 28% 3 years or below 36% 43% Non-Chinese 4-9 years 57% Chinese over 9 years 36% 101
CORPORATE GOVERNANCE & SUSTAINABILITY CORPORATE GOVERNANCE In order to achieve a diversity of perspectives among The terms of reference of the Nomination Committee members of the Board, it is the policy of the Company to comply with the CG Code and are posted on the consider a number of factors when deciding on Company’s website. appointments to the Board and the continuation of those The Nomination Committee’s duties include: appointments. Such factors include gender, age, cultural and educational background, ethnicity, professional • to review the structure, size and composition (including experience, skills, knowledge, length of service and the the skills, knowledge and experience) of the Board at legitimate interests of the Company’s principal least annually and make recommendations on any shareholders. proposed changes to the Board to complement the The Board is committed to maintaining an appropriate Company’s corporate strategy percentage of female Board members, which shall be not • to identify individuals suitably qualified to become less than 30% at all times. board members and select or make recommendations to the Board on the selection of individuals nominated The Company is also committed to maintaining a gender for directorship balance in the workforce with a target of keeping the • to assess the independence of the Independent female ratio at not less than 40% at all times. Details of Non-Executive Directors gender diversity in the workforce are disclosed in the • to make recommendations to the Board on the section of this annual report headed Sustainable appointment or re-appointment of Directors and Development and in the Sustainability Report 2023 of succession planning for Directors, in particular the the Company. Chairman and the Chief Executive The Company has adopted the following measures to • to review the implementation and effectiveness of the develop a pipeline of potential successors to the Board: Company’s policy on board diversity on an annual basis • the Company keeps track of the tenure of Directors The Nomination Committee met once in 2023. A summary and the need for new or replacement directors to be of its work is as follows: appointed (as the case may be), and maintains a • conducted (i) an annual review of the structure, size running list of candidates comprising internal and and composition (including the skills, knowledge and external candidates as may be identified from time experience) of the Board and considered that the to time Board’s composition reflects an appropriate mix of skills, • principles and key criteria for evaluating candidates experience and diversity among its members that are for directorship are set out in the Nomination relevant to the Company’s strategy, governance and Committee’s terms of reference and the Company’s business and contributes to the Board’s effectiveness; Board Diversity Policy (ii) an annual assessment of the independence of • the skills and experience of existing Directors help set each Independent Non-Executive Director and the criteria for internal and external candidate search considered all of the Independent Non-Executive • executive search agencies may be engaged as Directors to be independent; and (iii) an annual appropriate to identify external candidates with review of the implementation and effectiveness of the desirable skillsets Company’s Board Diversity Policy and considered it to be appropriate Nomination Committee • reviewed the Board’s target of maintaining not less The Nomination Committee consists of three Non- than 30% of female Board members and considered it Executive Directors, Spencer Fung, Thomas Choi and Adam to be appropriate Fenwick. Two of the Committee members are Independent • made recommendations to the Board in respect of Non-Executive Directors, one of whom, Spencer Fung, is the proposed appointments of new Directors and the Chairman. All the members served for the whole of 2023. re-election of the Directors retiring at the 2023 Annual General Meeting 102
SWIRE PROPERTIES ANNUAL REPORT 2023 The Nomination Committee assessed the Board’s diversity taking into consideration salaries paid by comparable by reviewing a comparison against industry and peer group companies, time commitments and responsibilities and companies, and the relevant experience and skillsets of the employment conditions elsewhere in the Group. Directors. The Committee considered that: The terms of reference of the Remuneration Committee • the ratios for the objective criteria (e.g. age, gender and have been reviewed with reference to the CG Code and are ethnicity) amongst Board members were reasonable posted on the Company’s website. • the Company was in a good position in terms of gender In order to be able to attract and retain staff with the diversity compared with its peers appropriate skills, experience and of suitable calibre, the • the Board shall maintain not less than 30% of female Swire group provides a competitive remuneration package members on the Board designed to be commensurate, overall, with those of its Remuneration Committee peer group. This typically comprises salary, housing, retirement benefits, leave-passages and education Full details of the remuneration of the Directors are allowances and, after three years’ service, a discretionary provided in note 9 to the financial statements. bonus. Although the remuneration of executives is not The Remuneration Committee comprises three Non- entirely linked to the profits of the Company, it is Executive Directors, Spencer Fung, Thomas Choi and Adam considered that these arrangements have contributed Fenwick. Two of the Committee members are Independent considerably to the maintenance of a flexible, motivated Non-Executive Directors, one of whom, Spencer Fung, is and high-calibre management team within the Group. Chairman. All the members served for the whole of 2023. The Remuneration Committee reviewed the structure and The Remuneration Committee reviews and approves the levels of remuneration paid to Executive Directors at its remuneration proposals with respect to the Executive meeting in October 2023. At this meeting the Committee Directors and senior management of the Company, with considered a report prepared for it by Mercer Limited, an reference to the Company’s Remuneration Policy and the independent firm of consultants, which confirmed that the Board’s corporate goals and objectives. remuneration of the Company’s Executive Directors was competitive with that paid to equivalent executives in peer The Remuneration Committee exercises the powers of the group companies. Board to determine the remuneration packages of No Director takes part in the determination of his or her individual Executive Directors (including salaries, bonuses, own remuneration. benefits in kind and the terms on which they participate in any provident fund or other retirement benefit scheme), The following fee levels have been approved by the Board: 2023 2024 Fee HK$ HK$ Director’s Fee 575,000 575,000 Fee for Audit Committee Chairman 268,000 268,000 Fee for Audit Committee Member 186,000 186,000 Fee for Nomination Committee Chairman 83,000 83,000 Fee for Nomination Committee Member 60,000 60,000 Fee for Remuneration Committee Chairman 83,000 83,000 Fee for Remuneration Committee Member 60,000 60,000 Details of emoluments paid to each Director in 2023 are set out in note 9 to the financial statements. 103
CORPORATE GOVERNANCE & SUSTAINABILITY CORPORATE GOVERNANCE Accountability and Audit example from the Board down. The Company has a Financial Reporting Corporate Code of Conduct, which is posted on its website. The Board acknowledges its responsibility for: The Company is committed to developing and maintaining high professional and ethical standards. These are • the proper stewardship of the Company’s affairs, reflected in the rigorous selection process and career to ensure the integrity of financial information development plans for all employees. The organisation • preparing annual and interim financial statements and prides itself on being a long-term employer which instills other related information that give a true and fair view of in individuals, as they progress through the Group, a the Group’s affairs and of its results and cash flows for thorough understanding of the Company’s ways of thinking the relevant periods, in accordance with Hong Kong and acting. Financial Reporting Standards and the Hong Kong Channels of communication are clearly established, Companies Ordinance allowing employees a means of communicating their views • selecting appropriate accounting policies and ensuring upwards with a willingness on the part of more senior that these are consistently applied personnel to listen. Employees are aware that, whenever • making judgements and estimates that are prudent the unexpected occurs, attention should be given not only and reasonable to the event itself, but also to determining the cause. • ensuring that the application of the going concern Through the Company’s Corporate Code of Conduct, assumption is appropriate employees are encouraged (and instructed as to how) to Risk Management and Internal Control report control deficiencies or suspicions of impropriety to The Board acknowledges its responsibility to establish, those who are in a position to take necessary action. The maintain and review the effectiveness of the Group’s risk Company has a Whistleblowing Policy and system for management and internal control systems. This employees and those who deal with the Group to raise responsibility is primarily fulfilled on its behalf by the Audit concerns, in confidence and with anonymity, where Committee as discussed on pages 105 to 106. desired, about actual or suspected cases of impropriety in any matter related to the Group. The policy is available on The foundation of strong risk management and internal the Company’s website. control systems is dependent on the ethics and culture of The Company has an Anti-Bribery and Corruption Policy the organisation, the quality and competence of its which sets out the Company’s policy and systems that personnel, the direction provided by the Board, and the promote and support compliance with applicable anti- effectiveness of management. bribery and corruption laws and regulations, and enhances Since profits are, in part, the reward for successful risk the provisions relating to bribery and corruption in the taking in business, the risk management and internal Company’s Corporate Code of Conduct. The policy is control systems are designed to manage rather than available on the Company’s website. eliminate the risk of failure to achieve business objectives Risk assessment: The Board of Directors and the and can only provide reasonable and not absolute management each have a responsibility to identify and assurance against material misstatement or loss. analyse the risks underlying the achievement of business The key components of the Group’s control structure are objectives, and to determine how such risks should be as follows: managed and mitigated. Culture: The Board believes that good corporate The Company has implemented the three lines of defence governance reflects the culture of an organisation. This is model of risk governance which is designed to minimise more significant than any written procedures. conflicts of interest and ensure independent oversight of The Company aims at all times to act ethically and with risk management. Details of the three lines of defence integrity, and to instill this behaviour in all its employees by model are set out in the section of this annual report headed Risk Management. 104
SWIRE PROPERTIES ANNUAL REPORT 2023 Management structure: The Group has a clear The Company has in place effective processes and systems organisational structure that, to the extent required, for the identification, capture and reporting of operational, delegates the day-to-day responsibility for the design, financial and compliance-related information in a form and documentation and implementation of procedures and time-frame intended to ensure that staff carry out their monitoring of risk. Individuals appreciate where they will be designated responsibilities. held accountable in this process. Internal audit: Independent of management, the Group A control self-assessment process requires management to Internal Audit Department (“GIAD”) reports directly to the assess, through the use of detailed questionnaires, the Audit Committee and performs regular reviews of key risk adequacy and effectiveness of risk management and areas and monitors compliance with Group accounting, internal controls over the reliability of financial reporting, financial and operational procedures. The role of GIAD is the effectiveness and efficiency of operations and discussed further on pages 106 to 107. compliance with applicable laws and regulations. This process and its results are reviewed by internal auditors Audit Committee and form part of the Audit Committee’s annual assessment The Audit Committee, consisting of three Non-Executive of control effectiveness. Directors, May Wu, Lily Cheng and Martin Murray, assists Controls and review: The control environment comprises the Board in discharging its responsibilities for corporate policies and procedures intended to ensure that relevant governance and financial reporting. Two of the Committee management directives are carried out and actions that members are Independent Non-Executive Directors, one of may be needed to address risks are taken. These may whom, May Wu, is Chairman. All the members served for include approvals and verifications, reviews, safeguarding the whole of 2023. of assets and segregation of duties. Control activities can The terms of reference of the Audit Committee follow the be divided into operations, financial reporting and guidelines set out by the Hong Kong Institute of Certified compliance, although there may, on occasion, be some Public Accountants and comply with the CG Code. They are overlap between them. The typical control activities available on the Company’s website. include: • analytical reviews: for example, conducting reviews of The Audit Committee met four times in 2023. Regular actual performance versus budgets, forecasts, prior attendees at the meetings are the Finance Director, periods and competitors the Financial Controller, the Group Head of Internal Audit, • direct functional or activity management: reviews of the Digital and IT Director and the external auditors. performance reports, conducted by managers in charge The Audit Committee meets at least twice a year with the of functions or activities external auditors, and at least once a year with the Group • information-processing: performing controls intended Head of Internal Audit, in each case without the presence to check the authorisation of transactions and the of management. Each meeting receives written reports accuracy and completeness of their reporting, from the external auditors and GIAD. The external valuer for example, exception reports (Cushman & Wakefield Limited) also attended two of the • physical controls: ensuring equipment, inventories, meetings. securities and other assets are safeguarded and The work of the Committee during 2023 included reviews subjected to periodic checks of the following matters: • performance indicators: carrying out analyses of • the completeness, accuracy and integrity of formal different sets of data, operational and financial, announcements relating to the Group’s performance examining the relationships between them, and taking including the 2022 annual and 2023 interim reports and corrective action where necessary announcements, with recommendations to the Board • segregation of duties: dividing and segregating duties for approval among different people, with a view to strengthening • the Group’s compliance with regulatory and statutory checks and minimising the risk of errors and abuse requirements 105
CORPORATE GOVERNANCE & SUSTAINABILITY CORPORATE GOVERNANCE • the Group’s risk management and internal • the incidence of any significant control failings or control systems weaknesses that have been identified at any time • the Group’s risk management processes during the period and the extent to which they have • the Group’s cybersecurity resulted in unforeseen outcomes or contingencies that • the approval of the 2024 annual internal audit have had, could have had, or may in the future have, programme and review of progress on the a material impact on the Company’s financial 2023 programme performance or condition • periodic reports from GIAD and progress in resolving any • the effectiveness of the Company’s processes in matters identified in them relation to financial reporting and statutory and • significant accounting and audit issues regulatory compliance • the Company’s policy regarding connected transactions • areas of risk identified by management and the nature of such transactions • significant risks reported by GIAD • the relationship with the external auditors as discussed • work programmes proposed by GIAD and the on pages 107 to 108 external auditors • the Company’s compliance with the CG Code • significant issues arising from internal and external • the Company’s code and policies audit reports In 2024, the Committee has reviewed, and recommended • the results of management’s control self-assessment to the Board for approval, the 2023 financial statements. exercise As a result of the above review, the Board confirms, and Assessing the Effectiveness of Risk management has also confirmed to the Board, that the Management and Internal Control Systems Group’s risk management and internal control systems On behalf of the Board, the Audit Committee reviews are effective and adequate and have complied with the annually the continued effectiveness of the Group’s risk CG Code provisions on risk management and internal management and internal control systems dealing with risk control throughout the year and up to the date of this and financial accounting and reporting, the effectiveness annual report. and efficiency of operations, compliance with laws and Company Secretary regulations, and risk management functions. This assessment considers: The Company Secretary is an employee of the Company and is appointed by the Board. The Company Secretary is • the scope and quality of management’s ongoing responsible for facilitating the Board’s processes and monitoring of risks (including ESG risks) and of the risk communications among Board members, with management and internal control systems, the work and shareholders and with management. The Company effectiveness of internal audit and the assurances Secretary undertakes at least 15 hours of relevant provided by the Finance Director professional training annually to update skills and • the changes in the nature and extent of significant risks knowledge. (including ESG risks) since the previous review and the Group’s ability to respond to changes in its business and Group Internal Audit Department the external environment The Swire group has had GIAD in place for 28 years. GIAD • the extent and frequency with which the results of plays a critical role in monitoring the governance of the monitoring are communicated, enabling the Committee Group. The department is staffed by 26 audit professionals to build up a cumulative assessment of the state of and conducts audits of the Group and of other companies control in the Group and the effectiveness with which in the Swire group. The 26 professionals include a team risk is being managed based in the Chinese Mainland which reports to the Group Head of Internal Audit in Hong Kong. 106
SWIRE PROPERTIES ANNUAL REPORT 2023 GIAD reports directly to the Audit Committee without the Management is required to provide action plans in need to consult with management, and via the Audit response to internal audit recommendations, including Committee to the Board. GIAD has unrestricted access to those aimed at resolving material internal control defects. all areas of the Group’s business units, assets, records and These are agreed by GIAD, included in its reports and personnel in the course of conducting its work. followed up with a view to ensuring that they are The annual internal audit programme and resources are satisfactorily undertaken. reviewed and agreed with the Audit Committee. External Auditors Scope of Work The Audit Committee acts as a point of contact, Business unit audits are designed to provide assurance that independent from management, with the external the risk management and internal control systems of the auditors (the “auditors”). The auditors, Company are implemented properly and operating PricewaterhouseCoopers, have direct access to the effectively, and that the risks associated with the Chairman of the Audit Committee, who meets with them achievement of business objectives are being properly periodically without management present. identified, monitored and managed. The Audit Committee’s duties in relation to the The frequency of each audit is determined by GIAD using auditors include: its own risk assessment methodology, which is based on • recommending to the Board, for approval by the COSO (Committee of Sponsoring Organizations of the shareholders, the auditors’ appointment Treadway Commission) internal control framework, • approval of the auditors’ terms of engagement considering such factors as recognised risks, organisational • consideration of the letters of representation to be change, overall materiality of each unit, previous internal provided to the auditors in respect of the interim and audit results, external auditors’ comments, output from annual financial statements the work of the Swire Pacific Group Risk Management • review of reports and other ad-hoc papers from Committee and management’s views. Each business unit is the auditors typically audited at least once every three years. Acquired • annual appraisal of the quality and effectiveness of businesses would normally be audited within 12 months. the auditors 16 assignments were conducted for Swire Properties • assessment of the auditors’ independence and in 2023. objectivity, including the monitoring of non-audit In addition, GIAD assists the Audit Committee in carrying services provided, with a view to ensuring that their out the analysis and independent appraisal of independence and objectivity are not, and are not seen the adequacy and effectiveness of the Group’s risk to be, compromised management and internal control systems through its • approval of audit and non-audit fees review of the process by which management has Auditors’ Independence completed the annual Control Self-Assessment, and the results of this assessment. Independence of the auditors is of critical importance to Furthermore, GIAD conducts ad-hoc projects and the Audit Committee, the Board and shareholders. The investigative work as may be required by management or auditors write annually to the members of the Audit the Audit Committee. Committee confirming that they are independent accountants in accordance with the Code of Ethics for Audit Conclusion and Response Professional Accountants of the Hong Kong Institute of Copies of internal audit reports are sent to the Chairman of Certified Public Accountants and that they are not aware of the Board, the Chief Executive, the Finance Director and any matters which may reasonably be thought to bear on the external auditors. The results of each review are also their independence. The Audit Committee assesses the presented to the Audit Committee. independence of the auditors by considering and discussing each such letter (and having regard to the fees payable to the auditors for audit and non-audit work and the nature of the non-audit work) at a meeting of the Audit Committee. 107
CORPORATE GOVERNANCE & SUSTAINABILITY CORPORATE GOVERNANCE Provision of Non-audit Services Shareholders In deciding whether the auditors should provide non-audit Communication with Shareholders services the following key principles are considered: and Investors • the auditors should not audit their own firm’s work The Board and senior management recognise their • the auditors should not make management decisions responsibility to represent the interests of all shareholders • the auditors’ independence should not be impaired and to maximise shareholder value. Communication with • quality of service shareholders and accountability to shareholders is a high In addition, the Company has a protocol in place for priority of the Company. approval of the provision of non-audit services by the The Company has a Shareholders’ Communication auditors. Any services which may be considered to be in Policy which is available on the Company’s website. conflict with the role of the auditors must be submitted to The Shareholders’ Communication Policy aims to ensure the Audit Committee for approval prior to engagement, that shareholders and the investment community are regardless of the amounts involved. The protocol is provided with appropriate and timely access to material updated from time to time to ensure compliance. information about the Company. It sets out the Company’s Fees paid to the auditors are disclosed in note 7 to the framework for promoting effective communication with its financial statements. shareholders so as to enable them to exercise their rights as shareholders in an informed manner, and to allow Inside Information the investment community to engage actively with With respect to procedures and internal controls for the Company. the handling and dissemination of inside information, The methods used to communicate with shareholders the Company: include the following: • is required to disclose inside information as soon as • the Chief Executive and Finance Director make reasonably practicable in accordance with the Securities themselves available for meetings with major and Futures Ordinance and the Listing Rules shareholders, investors and analysts over two-month • conducts its affairs with close regard to the “Guidelines periods immediately after the announcement of the on Disclosure of Inside Information” issued by the interim and annual results and at certain other times Securities and Futures Commission during the year. In addition, they attended regular • has included in its Corporate Code of Conduct a strict meetings with analysts and investors in Hong Kong, prohibition on the unauthorised use of confidential or analyst briefings, investor group briefings, overseas inside information roadshows and investor conferences during the year • ensures, through its own internal reporting processes • through the Company’s website. This includes electronic and the consideration of their outcome by senior copies of financial reports, webcasts of analyst management, the appropriate handling and presentations given at the time of the interim and dissemination of inside information annual results announcements, slides of presentations given at investor conferences, latest news, public announcements and general information about the Group’s businesses • through publication of interim and annual reports • through the annual general meeting as discussed below and other general meetings that may be convened 108
SWIRE PROPERTIES ANNUAL REPORT 2023 Shareholders may send their enquiries and concerns Dividend Policy to the Board by post or email at [email protected]. The Company has a policy on the payment of dividends, The relevant contact details are set out in the Financial which is set out in the section of this annual report headed Calendar and Information for Investors section of Directors’ Report. this annual report. The Company’s Shareholders’ Communication Policy also sets out channels for Shareholder Engagement shareholders to communicate their views on various matters. Pursuant to Article 95 of the Company’s Articles of The Audit Committee reviews the implementation and Association, if a shareholder wishes to propose a person effectiveness of the Shareholders’ Communication Policy other than a retiring Director for election as a Director at a annually. Having considered the multiple channels of general meeting, he or she should deposit a written notice communication in place as described above, it is satisfied of nomination at the registered office of the Company that the Shareholders’ Communication Policy has been within the 7-day period commencing on and including the properly implemented and is effective. day after the despatch of the notice of the meeting. The procedures for nominating candidates to stand for election The Annual General Meeting as Directors at general meetings are set out in the Corporate Governance section of the Company’s website. The annual general meeting is an important forum to If they wish to propose a resolution relating to other engage with shareholders. The most recent annual general matters to be considered at a general meeting, meeting was held on 9th May 2023. The meeting was open shareholders are requested to follow the requirements and to shareholders. The Directors who attended the meeting procedures set out in the Corporate Governance section of are shown in the table on page 96. the Company’s website. At the annual general meeting, separate resolutions Shareholder(s) representing at least 5% of the total voting were proposed for each issue and were voted on by poll. rights of all members may request the Board to convene a The procedures for conducting a poll were explained general meeting. The objects of the meeting must be at the meeting prior to the polls being taken. The agenda stated in the related requisition deposited at the items were: Company’s registered office. Detailed requirements and • receiving the report of the Directors and the procedures are set out in the Corporate Governance audited financial statements for the year ended section of the Company’s website. 31st December 2022 • electing/re-electing Directors Other Information for Shareholders • re-appointing the auditors and authorising the Directors Key shareholder dates for 2024 are set out in the section of to set their remuneration this annual report headed Financial Calendar and • a general mandate authorising the Directors to make Information for Investors and in the Financial Calendar on on-market share buy-backs the Company’s website. • a general mandate authorising the Directors to allot and issue shares up to 20% of the number of shares then in No amendment has been made to the Company’s Articles issue, provided that the aggregate number of the shares of Association during the year. so allotted wholly for cash would not exceed 5% of the From information publicly available to the Company and number of the shares then in issue within the knowledge of its Directors, at least 10.28% Minutes of the meeting together with voting results are (being the minimum public float percentage which the available on the Company’s website. Company is required to maintain) of the Company’s total number of issued shares are held by the public. Details of substantial shareholders’ and other interests are included in the section of this annual report headed Directors’ Report. 109
RISK MANAGEMENT The Board is responsible for determining the Risk Appetite Risk Appetite and maintaining the Risk Governance Structure that The Board acknowledges its responsibility to determine the facilitate the Risk Management Process to identify and nature and extent of the risks the Company is willing to analyse the Risk Profile underlying for the achievement of take in achieving the Company’s strategic objectives whilst business objectives of the Company, and to determine how not exposing the Company to excessive risk of financial such risks should be managed and mitigated. The Board losses, business disruption, negative reputation, regulatory oversees management in the design, implementation and incompliance and people’s health and safety. The monitoring of the risk management and internal control Company has established and maintains an appropriate systems, and management provides confirmations to the and effective risk management process and internal control Board on the effectiveness of these systems. systems to retain only risks that are manageable and at a The effectiveness of the risk management process and reasonable level. In alignment with our risk appetite, the internal control systems is subject to audit by internal Company has established a risk assessment matrix and audit, with support from external specialists where corporate risk register to evaluate and prioritise the key necessary. risks by taking into account of both financial and non- Further discussion of risk management is set out in the financial impact, as well as impact to our Sustainable sections of the Corporate Governance Report headed Development 2030 (“SD 2030”) strategy. Moreover, the “Accountability and Audit – Risk Management and Internal Company’s vulnerability and exposure to the key risks are Control”, “Audit Committee – Assessing the Effectiveness of assessed regularly to ensure that the appropriate internal Risk Management and Internal Control Systems” and controls and mitigating measures are in place for “Group Internal Audit Department – Scope of Work” on preventing and responding to any major incidents. pages 104 to 105, page 106 and page 107 respectively. 110
SWIRE PROPERTIES ANNUAL REPORT 2023 Risk Governance Structure Board of Directors Audit Committee Executive Committee ESG Steering Committee Functional/ Portfolio Directors Investment SD 2030 Places Committee Working Group Joint Venture SD 2030 People Management Working Group Committee Internal Risk Information SD Audit Business Management Technology Digital Communication SD 2030 Partners Units Team Steering Committee & Engagement Working Group and Committee Working Safety Management SD 2030 Performance Committees System Steering (Environment) Committee Working Group Business Recovery SD 2030 Performance Team (Economic) Working Group FIRST LINE OF SECOND LINE THIRD LINE OF DEFENCE OF DEFENCE DEFENCE 111
CORPORATE GOVERNANCE & SUSTAINABILITY RISK MANAGEMENT The Board has ultimate responsibility for risk management, issues are conducted by ExCom as appropriate. Matters of overseeing its design and implementation. The Board is significance that arise are reported as appropriate to the supported by the Audit Committee. Audit Committee and ultimately to the Board of Directors. The Company has implemented the three lines of defence ExCom is supported by committees with specialisation in model of risk governance. The model is designed to respective corporate and operating functions across the minimise conflicts of interest and ensure independent Company including investment appraisal, joint venture oversight of risk management. management, health and safety, crisis management, In the first line of defence, the management of each information security and data protection. ExCom is also business and operating unit identifies, analyses and reports supported by the risk management team headed by the on the risks for which it is responsible. Risks are mitigated, Finance Director. In relation to the Company’s SD 2030 minimised and eliminated, where practicable and Strategy, the Environmental, Social and Governance economically viable. Where risk cannot be eliminated, the (“ESG”) Steering Committee has been set up and reports to related economic returns are required to reflect the level of the Board. ESG Steering Committee is supported by risk retained. The first line of defence is supervised by the working groups to manage the ESG risks with respect to the functional heads and portfolio directors. five SD pillars: places, people, partners, environmental and economic performances; and the SD Communication & The second line of defence led by the Executive Committee Engagement Committee to oversee the implementation of (“ExCom”) supports the first line and provides assurance to communication and engagement initiatives. The Chairman the Board that risk is being managed effectively. The of the Audit Committee, who is also an independent ExCom chaired by the Chief Executive (also acting in the non-executive director of the Company and reports to the capacity of Executive Director) comprises two other Board, is a member of the ESG Steering Committee. Details Executive Directors and seven senior executives. It of the responsibilities of each SD 2030 Working Groups are oversees all the risks to which the Company is subject and documented in the SD Governance section of our is responsible for the design, implementation and Sustainability Report 2023. monitoring of the relevant risk management processes and The third line of defence is provided by the Group Internal internal control systems of the Company. Among the Audit Department to assist the Audit Committee in carrying ExCom meetings, review of the corporate risk register will out analysis and independent assessment of the adequacy be periodically conducted to evaluate the Company’s risk and effectiveness of the risk management and the internal profile and exposure, to oversee the management of major control systems through a systematic review of the risks, to identify emerging risks and to analyse risk events processes and internal control. Details of the scope of work which materialise, with a view to their resolution and to is set out on page 107. learning from them. Sensitivity analysis or deep dive sessions on contemporary risk area such as geopolitical 112
SWIRE PROPERTIES ANNUAL REPORT 2023 Risk Management Process The following diagram illustrates the key risk management processes of the Company. Risks that impact the achievement of business objectives are identified by management and categorised with reference to a risk taxonomy. Risk Identification Risk assessment matrix is Adequacy and effectiveness Risk Risk established in accordance with the of risk management and internal Company’s Risk Appetite to controls are closely monitored Monitoring Analysis evaluate and prioritise the risks by management through in terms of impact and regular review exercise. vulnerability, and documented in corporate risk register. Risk Risk Reporting Mitigation Risks are regularly reviewed Internal control procedures and and reported to the Audit response protocols are designed, Committee and other relevant documented and implemented governing parties. to manage the risks and mitigate their impact. 113
CORPORATE GOVERNANCE & SUSTAINABILITY RISK MANAGEMENT Risk Profile The following table provides an overview of our key risk profile (listed in alphabetical order), including what we consider to be Swire Properties’ principal existing and emerging risks, possible impacts, risk trend and mitigating measures that are in place or under development. The Group’s approach to financial risk management is discussed in note 2 to the financial statements. Existing Risks and Possible Impacts Risk Trend Mitigation Measures Brand and image • Crisis communication and social media policies The failure to maintain brand position and are in place and are updated and tested regularly perception may make us less competitive. to ensure consistent, responsible and responsive Social media, in particular, is considered as a communication (including when handling major high velocity risk which, if not properly incidents) in order to safeguard the Company’s managed, may cause disproportionate reputation. negative impact on the Company’s brand, • Closely monitor social media in order to evaluate image and reputation. and provide responses to negative social media content. • Engagement with third parties to understand their perceptions of the Company and to anticipate current and potential economic, political, social or environmental issues that may adversely affect our reputation. Business disruption • A business recovery plan for major incidents, Severe disruption to the business caused by and other business compliance measures for acts of man or acts of nature such as specific scenarios, operational emergencies and extreme weather and pandemics may have health and safety, are in place and are regularly adverse financial effects on the Company. updated and tested. • Strategic plans are regularly reviewed to maintain business resilience and sustainability. • Conduct site surveys and consult professional advisors to ensure properties in earthquake and hurricane zones are built to meet the relevant building codes and safety standards. • Purchase insurance to the extent practicable to cover financial loss due to property damage, business interruption and third-party liabilities. Risk level increased during the year 2023 Risk level decreased during the year 2023 Risk level remained broadly the same 114
SWIRE PROPERTIES ANNUAL REPORT 2023 Existing Risks and Possible Impacts Risk Trend Mitigation Measures Business risks • Obtain suitable reserves of land, reinforce existing The lack of compelling development assets and actively explore investment opportunities projects may lead to a slowdown in business. especially to focus on strategic locations which will Disruptive business models, technologies bring synergy with the existing portfolios and prime and demographic factors are changing the locations with strong growth prospect. behaviour and needs of tenant rapidly, • Monitor and evaluate disruptive business models, leading to a new form of demand and with a view to making our operations more robust. space design. • Enhance competitiveness by increasing efficiency, using appropriate technology for customer proposition and operational procedures. Cybersecurity and data protection • Policies on information and cyber security are in Delay in the compliance of fast changing place with regular updates. regulatory requirements, insufficient data • Staff trainings, incident response drills and security protection system and policies may simulation tests are conducted regularly to raise the expose the Company to cyber-attack with awareness of data security across the Company. potential financial and reputational • Regular evaluation and upgrading of the latest consequences. technologies on information security. • Insurance policy for cyber and crime are in place to transfer the risk and to reduce financial losses. Development risks • Closely work with contractors to monitor and Delay in the completion of developments manage construction progress to avoid delays in may have an adverse financial effect by case of changing design and unexpected delaying the timing of property sales and circumstances. leasing. Cost inflation may also lead to • Stringent contractor prequalification requirements significant financial impact due to economic including financial position, manpower resources, volatilities, supply chain issues and labour resilience against geopolitical impact. shortage. • Build in contingencies for statutory approvals and communicate with government authorities on a timely basis. 115
CORPORATE GOVERNANCE & SUSTAINABILITY RISK MANAGEMENT Existing Risks and Possible Impacts Risk Trend Mitigation Measures Political risks • Regular review of investment strategy, business Changes in the global and local political model and capital allocation in response to any landscape, policies and priorities may have impact of international tensions and geopolitical risk. significant impact on the business • Maintain high level of sensitivities to political and environment. Geopolitical risk and social issues by closely monitoring social media and international tensions may impact the government policies with a timely response. maintenance of the optimal portfolio mix. • Engagement with government authorities to Any trade restrictions and international anticipate political developments in order to plan sanctions may adversely affect operating appropriate responses and to ensure compliance costs and tenant portfolio. with applicable laws and regulations. • Maintain robust corporate governance practice through oversight functions (internal audit, risk management, the company secretary, legal counsel and independent non-executive directors). • Conduct regular screening and monitoring on key business partners with reference to international sanctions. Third-party risks • Conduct proper due diligence for potential joint Misaligned interests, cultural fit and reneging venture partners and perform regular assessment on commitments of joint venture partners as to credit rating and business performance. may lead to project delays, financial and • Ensure a robust drafting of legal documents reputational impact. Changes in financial to include dispute resolution mechanism and position resulting in liquidity problems, exit strategy. changes in leadership and stance of joint • Ensure joint venture to adopt or to develop venture partners resulting in a withdrawal or corporate codes with the same standard as that reduction of their shareholdings, of Swire Properties. contribution and commitments. • Maintain robust governance structure to ensure open and timely discussions with joint venture partners by means of regular board meetings with proper agendas, maintenance of financial budgets, proper documentation of actions and responsibilities, pro-active partnership management and engagement to minimise miscommunication or disputes. 116
SWIRE PROPERTIES ANNUAL REPORT 2023 Emerging Risks and Possible Impacts Risk Trend Mitigation Measures Climate change • A Climate Change Policy is in place and is Extreme weather conditions and climate updated regularly. change may increase the risks of physical • Conduct climate risk assessments at all portfolios to damage to properties and adversely affect manage the risks and to explore the opportunities their valuation. arising from the transition to a target of net-zero carbon emission. • Science-based targets have been established to achieve long-term decarbonisation. • Monitor and reduce carbon emissions from construction activities and embodied carbon from major building and construction materials with the use of innovative technologies. • Piloting the use of internal carbon pricing (“ICP”) to determine the potential impacts of carbon emissions for our investments, quantify carbon risks to our business operations and better reallocate capital towards low-carbon investment and opportunities. Nature and biodiversity risks • A Biodiversity policy is in place and is updated Deteriorating natural environment and regularly. biodiversity loss may impact material • Participate in the Taskforce on Nature-related availability and adversely affect construction Financial Disclosures (TNFD) to formulate a global costs. Delay in response to growing market risk management and disclosure framework and demand for nature-inclusive design in contribute to collective nature-positive goals. properties may have adverse financial • Partner with university to conduct a biodiversity effects on the Company. assessment at our Hong Kong office portfolio to evaluate the state of urban biodiversity after the completion of the redevelopment and propose measures to further enhance urban biodiversity in future developments. • Conduct screening study of our global portfolio with biodiversity indicators to define a priority list and nature profile, and to identify the dependencies and impacts on natural assets and ecosystem services. • Explore opportunities to integrate nature-based solutions in future new development projects to further enhance urban biodiversity, increase climate resilience and promote tenant wellbeing. 117
DIRECTORS AND OFFICERS Executive Directors MA, Suk Ching Mabelle, aged 56, has been a Director of BRADLEY, Guy Martin Coutts, JP, aged 58, has been a the Company since August 2021. She is also the Director Director of the Company since January 2008 and its Development and Valuations of the Company. She joined Chairman since August 2021. He is also Chairman of John the Swire group in 1996. She is a chartered surveyor, a Swire & Sons (H.K.) Limited and Swire Pacific Limited, and member of The Royal Institution of Chartered Surveyors a Director of Cathay Pacific Airways Limited. He was the and a member of The Hong Kong Institute of Surveyors. Company’s Chief Executive from January 2015 to August She has worked in the real estate industry for over 30 years. 2021 and a Director of Swire Pacific Limited from January Non-Executive Directors 2015 to May 2017. He joined the Swire group in 1987 and has worked with the group in the Hong Kong SAR, Papua FENWICK, Nicholas Adam Hodnett, aged 63, has been a New Guinea, Japan, the United States, Vietnam, the Director of the Company since May 2018. He is also a Chinese Mainland, the Taiwan region and the Middle East. Director of John Swire & Sons Limited. He was employed by He is a chartered surveyor, a fellow of The Royal Institution the Swire group from 1985 to 1995 and worked for the of Chartered Surveyors and a member of The Hong Kong group in the Hong Kong SAR, Singapore, the Taiwan region, Institute of Surveyors. He is also Vice Chairman of the the Philippines and the United States. General Committee of The Hong Kong General Chamber of LIM, Siang Keat Raymond, aged 64, has been a Director of Commerce and Vice-President of The Real Estate the Company since July 2013. He is also Senior Adviser to Developers Association of Hong Kong. John Swire & Sons (H.K.) Limited. He is Non-Executive BLACKBURN, Timothy Joseph, aged 53, has been a Chairman of APS Asset Management Pte Ltd. He was a Director and Chief Executive of the Company since August Member of the Singapore Parliament from 2001 to 2015. 2021. He is also a Director of John Swire & Sons (H.K.) MURRAY, Martin James, aged 57, has been a Director of Limited. He joined the Swire group in 1994 and has worked the Company since April 2021. He is also Finance Director with the group in the Hong Kong SAR, Australia, Papua New of Swire Pacific Limited and a Director of John Swire & Sons Guinea, Singapore, London and the Chinese Mainland. (H.K.) Limited. He was previously a Director and Chief He is a chartered surveyor and a member of The Royal Financial Officer of Cathay Pacific Airways Limited and Institution of Chartered Surveyors. He is also a Global before that Deputy Finance Director of Swire Pacific Governing Trustee of the Urban Land Institute. Limited. He joined the Swire group in 1995 and has worked LUNG, Ngan Yee Fanny, aged 57, has been Finance with the group in the Hong Kong SAR, the United States, Director of the Company since October 2017. She was Singapore and Australia. He is a member of The Institute of previously Group Director Finance of Hong Kong Aircraft Chartered Accountants of Scotland and the Hong Kong Engineering Company Limited. She joined the Swire group Institute of Certified Public Accountants and a council in 1992. She is a member of the 8th Hainan Provincial member of The Hong Kong Management Association. Committee of the Chinese People’s Political Consultative SELL, Richard Lawrence, aged 47, has been a Director of Conference. She is also a member of the Hong Kong the Company since October 2023. He is also a Director of Institute of Certified Public Accountants, a member of the John Swire & Sons (H.K.) Limited, the Chief Executive Institute of Management Accountants, a fellow of the Officer of Hong Kong Aircraft Engineering Company Association of Chartered Certified Accountants and a Limited and a Director of Hong Kong Aero Engine Services member of the Financial Reporting Review Panel of the Limited. He was the Chief Executive Officer of Hong Kong Accounting and Financial Reporting Council. Aero Engine Services Limited from July 2021 to June 2023. He joined the Swire group in 1999 and has worked with the group in the Hong Kong SAR, Singapore, India and Europe. 118
SWIRE PROPERTIES ANNUAL REPORT 2023 SWIRE, Merlin Bingham, aged 50, has been a Director of WU, May Yihong, aged 56, has been a Director of the the Company since January 2009. He is also Deputy Company since May 2017. She is an Independent Director Chairman, Chief Executive Officer and a shareholder of of Noah Holdings Limited, the Chairwoman of its John Swire & Sons Limited and a Director of Cathay Pacific Compensation Committee and a member of its Audit Airways Limited and Swire Pacific Limited. He was Committee and Corporate Governance and Nomination Chairman of the Company and Swire Pacific Limited from Committee. Ms. Wu is also an Independent Non-Executive July 2018 to August 2021. He joined the Swire group in Director of Alibaba Health Information Technology Limited, 1997 and has worked with the group in the Hong Kong SAR, the Chairwoman of its Audit Committee and a member of Australia, the Chinese Mainland and London. its Nomination Committee and Remuneration Committee. She is also an Executive Director of Shanghai Sunnyview Independent Non-Executive Directors Eldercare Company Limited. She was Board Advisor of CHENG, Lily Ka Lai, aged 45, has been a Director of the Homeinns Hotel Group from 2019 to 2023, its Chief Company since March 2017. She is an Independent Non- Strategy Officer from 2010 to 2019 and its Chief Financial Executive Director of Chow Tai Fook Jewellery Group Limited, Officer from 2006 to 2010. Octopus Cards Limited, SUNeVision Holdings Ltd. as well as ZHU, Changlai Angela, aged 48, has been a Director of the an Advisor to HotelBeds Group and a Non-Executive Council Company since May 2023. She is the founder and Chief Member of Herbert Smith Freehills Global LLP. She is an Executive Officer of Shanghai Dechang E-commerce Co., Executive Director of Hubel Labs Limited and was the former Ltd., trading as Chapter Home, a home lifestyle brand in the President of TripAdvisor Asia Pacific and Senior Director at Chinese Mainland. She was a consultant and an Executive Expedia Inc. Ms. Cheng will be appointed as an Independent in Residence at Warburg Pincus Asia LLC, specialising in the Non-Executive Director of Cathay Pacific Airways Limited consumer retail sector, and a Non-Executive Director of the with effect from 20th May 2024. She has more than ten Southeast Asia Retail Board of IKANO Pte Ltd from 2021 to years of experience as a corporate executive of technology 2022. Prior to these roles, she worked for the IKEA Group companies providing consumer-facing software and internet from 1996 to 2021 and held various positions including services, including implementation of cybersecurity protocols. Global Commercial Director of IKEA Retail Services AB from CHOI, Tak Kwan Thomas, aged 68, has been a Director of 2018 to 2021 and Chief Executive Officer of China of IKEA the Company since May 2019. He is a fellow of The Royal (China) Investment Co., Ltd. from 2013 to 2018. Institution of Chartered Surveyors in the United Kingdom Company Secretary and The Hong Kong Institute of Surveyors. He is also an Authorised Person (Surveyor). He was a member of the LOMAS, Bernadette Mak, aged 58, has been Company Appeal Tribunal Panel (Buildings) from December 2000 to Secretary since February 2022. She is also Group General November 2013. He was employed by the Company in Counsel of the Swire Pacific Limited group. She is qualified Hong Kong from 1981 to 2002. He was employed by China to practise law in the Hong Kong SAR and in the State of Resources (Holdings) Company Limited and worked in the New York. Prior to joining the Swire Pacific Limited group, Chinese Mainland from 2002 until his retirement in 2016. she was Group General Counsel and Company Secretary of FUNG, Spencer Theodore, aged 50, has been a Director a leading Hong Kong listed company. of the Company since December 2012. He is Group Notes: Executive Chairman of Li & Fung. Prior to Li & Fung, 1. The Audit Committee comprises May Wu (committee Mr. Fung co-founded an eCommerce startup HelloAsia chairman), Lily Cheng and Martin Murray. in Silicon Valley and was a manager in the Audit and 2. The Nomination Committee comprises Spencer Fung Assurance team at PricewaterhouseCoopers. He is also an (committee chairman), Thomas Choi and Adam Fenwick. Alternate Representative of Hong Kong, China to APEC 3. The Remuneration Committee comprises Spencer Fung (committee chairman), Thomas Choi and Adam Fenwick. Business Advisory Council and a member of the General 4. Tim Blackburn, Guy Bradley, Fanny Lung, Mabelle Ma, Martin Committee of The Hong Kong Exporters’ Association, Young Murray, Richard Sell and Merlin Swire are employees of the Presidents’ Organization and the Board of Trustees John Swire & Sons Limited group. at Northeastern University. 119
DIRECTORS’ REPORT The Directors submit their report together with the audited relevant share certificates must be lodged with the financial statements for the year ended 31st December Company’s share registrars, Computershare Hong Kong 2023, which are set out on pages 142 to 210. Investor Services Limited, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not Principal Activities later than 4:30 p.m. on Wednesday, 3rd April 2024. The principal activities of Swire Properties Limited and its To facilitate the processing of proxy voting for the annual subsidiaries (collectively referred to as the “Group”) are: (i) general meeting to be held on 7th May 2024, the register of property investment, that is the development, leasing and members will be closed from 2nd May 2024 to 7th May 2024, management of commercial, retail and some residential both days inclusive, during which period no transfer of properties; (ii) property trading, that is the development and shares will be effected. In order to be entitled to attend and construction of properties, principally residential apartments, vote at the annual general meeting, all transfer forms for sale; and (iii) investment in and operation of hotels. accompanied by the relevant share certificates must be The principal activities of the Company’s principal subsidiary, lodged with the Company’s share registrars, Computershare joint venture and associated companies are shown on pages Hong Kong Investor Services Limited, 17th Floor, Hopewell 208 to 210. An analysis of the Group’s performance for the Centre, 183 Queen’s Road East, Hong Kong, for registration year by reportable business segment and geographical area not later than 4:30 p.m. on Tuesday, 30th April 2024. is set out in note 8 to the financial statements. Business Review Consolidated Financial Statements A fair review of the Group’s business, a description of the The consolidated financial statements incorporate the principal risks and uncertainties facing the Group, financial statements of the Group together with the Group’s particulars of important events affecting the Group that interests in joint venture and associated companies. Details have occurred since the end of the financial year and an of the joint venture and associated companies are provided indication of the likely future development of the Group’s in notes 20 and 21 to the financial statements. business (including, in each case to the extent necessary for an understanding of the development, performance or Dividends position of the Group’s business, key performance indicators) are provided in the sections of this annual The Directors have declared a second interim dividend of report headed Chairman’s Statement, Chief Executive’s HK$0.72 per share which, together with the first interim Statement, Key Business Strategies, Review of Operations, dividend of HK$0.33 per share paid in October 2023, Financial Review and Financing and in the notes to the amount to full year dividend of HK$1.05 (2022: HK$1.00) financial statements. To the extent necessary for an per share. The second interim dividend will be paid on understanding of the development, performance or Thursday, 2nd May 2024 to shareholders registered at the position of the Group’s business, a discussion of the Group’s close of business on the record date, being Friday, 5th April environmental policies and performance and an account of 2024. Shares of the Company will be traded ex-dividend as the Group’s key relationships with its employees, from Tuesday, 2nd April 2024. customers and suppliers and others that have a significant The Company’s dividend policy is to deliver sustainable impact on the Group and on which the Group’s success growth in dividends and to pay out approximately half of depends are provided in the section of this annual report our underlying profit in ordinary dividends over time. headed Sustainable Development, and a discussion of the Group’s compliance with the relevant laws and regulations Closure of Register of Members that have a significant impact on the Group is provided in the sections of this annual report headed Sustainable The register of members will be closed on Friday, 5th April Development, Corporate Governance, Risk Management 2024, during which day no transfer of shares will be and Directors’ Report. Detailed information on the Group’s effected. In order to qualify for entitlement to the second sustainability performance is provided in the Sustainability interim dividend, all transfer forms accompanied by the Report 2023 of the Company. 120
SWIRE PROPERTIES ANNUAL REPORT 2023 Reserves Environmental, Social and Governance Movements in the reserves of the Group and the Company The Company has complied with all the applicable during the year are set out in notes 34 and 35 to the provisions set out in Part C of the Environmental, Social and financial statements. Governance Reporting Guide contained in Appendix C2 to Share Capital the Listing Rules for the year covered by the annual report. There was no purchase, sale or redemption by the Company, Donations or any of its subsidiaries, of the Company’s shares during the During the year, the Group made donations for charitable year and the Group has not adopted any share option scheme. purposes of HK$39 million and donations towards various At 31st December 2023, 5,850,000,000 shares were in issue scholarships of HK$0.3 million. (31st December 2022: 5,850,000,000 shares). Details of the Fixed Assets movement of share capital are set out in note 33 to the financial statements. For details of movements in fixed assets refer to notes 15 and 16 to the financial statements. Accounting Policies The annual valuation of the Group’s investment property The material accounting policies of the Group are set out portfolio, whether completed or in the course of in the relevant notes to the financial statements (if they development, was carried out by professionally qualified relate to a particular item) and in the section of this annual valuers (96% by value having been valued by Cushman & report headed Accounting Policies. Wakefield Limited and 2% by value having been valued by another independent valuer) on the basis of market value Auditors at 31st December 2023. This valuation resulted in a PricewaterhouseCoopers retire and, being eligible, offer decrease of HK$2,829 million (2022: an increase of HK$801 themselves for re-appointment. A resolution for the million) in the carrying value of the investment property re-appointment of PricewaterhouseCoopers as auditors portfolio. Such decrease was principally due to the of the Company is to be proposed at the forthcoming decrease in the fair value gain on the retail investment annual general meeting. properties in the Chinese Mainland and the fair value loss on the investment properties under development (as Financial Review opposed to a fair value gain for 2022). A review of the consolidated results, financial position and A schedule of the principal properties of the Group and its cash flows of the Group is shown in the section of this joint venture and associated companies is given in the annual report headed Financial Review. A ten-year financial section of this annual report headed Schedule of Principal Group Properties. summary of the results and of the assets and liabilities of the Group is shown in the section of this annual report Borrowings headed Ten-Year Financial Summary. For details of the Group’s borrowings refer to the section of Corporate Governance this annual report headed Financing. The Company complied with all the code provisions set out Interest in the Corporate Governance Code (the “CG Code”) For details of the amount of interest capitalised by the contained in Part 2 of Appendix C1 to the Listing Rules Group refer to page 86. throughout the year covered by the annual report. Details of the Company’s corporate governance practices Major Customers and Suppliers are set out in the section of this annual report headed During the year, less than 30% of the Group’s sales and less Corporate Governance. than 30% of the Group’s purchases were attributable to the Group’s five largest customers and suppliers respectively. 121
CORPORATE GOVERNANCE & SUSTAINABILITY DIRECTORS’ REPORT Directors following their election by ordinary resolution. In accordance Angela Zhu was appointed as a Director with effect from therewith, Fanny Lung and Martin Murray retire this year the conclusion of the Company’s 2023 annual general and, being eligible, offer themselves for re-election. Richard meeting held on 9th May 2023 (“2023 AGM”) and Richard Sell and Angela Zhu, having been appointed to the Board Sell was appointed as a Director with effect from 17th under Article 91 since the last annual general meeting, also October 2023. All the other Directors of the Company retire this year and offer themselves for election. whose names are listed in the section of this annual report Each of the Directors has entered into a letter of appointment, headed Directors and Officers served throughout the which constitutes a service contract, with the Company for calendar year 2023. Jinlong Wang retired as a Director with a term of up to three years until retirement under Article 91 effect from the conclusion of the Company’s 2023 AGM. or Article 93 of the Articles of Association of the Company, which will be renewed for a term of three years upon each Independence Confirmation election or re-election. No Director has a service contract All of the Independent Non-Executive Directors (listed in with the Company which is not determinable by the the section of this annual report headed Directors and employer within one year without payment of Officers) has confirmed their independence as regards the compensation (other than statutory compensation). factors in Rule 3.13 of the Listing Rules and the Company Fees and Emoluments considers all of them to be independent. Full details of Directors’ fees and emoluments are set out in Term of Appointment note 9 to the financial statements. Article 93 of the Company’s Articles of Association provides Directors’ fees paid to the Independent Non-Executive for all Directors to retire at the third annual general meeting Directors during the year totalled HK$3.6 million. They received no other emoluments from the Group. Directors’ Interests At 31st December 2023, 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 Percentage Beneficial Interest Trust Total No. of Voting Personal Family Interest of Shares Shares (%) Note Swire Properties Limited Lily Cheng 1,000 – – 1,000 0.00002 Merlin Swire – – 1,148,812 1,148,812 0.01964 (1) Percentage Capacity of Issued Beneficial Interest Share Capital (comprised Trust Total No. in the class) Personal Family Interest of Shares (%) Note John Swire & Sons Limited Ordinary Shares of £1 Adam Fenwick – – 3,136,000 3,136,000 3.14 (2) Merlin Swire 2,193,550 630,000 20,175,819 22,999,369 23.00 (3) 8% Cum. Preference Shares of £1 Adam Fenwick – – 2,822,400 2,822,400 3.14 (2) Merlin Swire 3,966,125 – 16,917,930 20,884,055 23.20 (3) 122
SWIRE PROPERTIES ANNUAL REPORT 2023 Percentage Capacity of Voting Beneficial Interest Shares (comprised Trust Total No. in the class) Personal Family Interest of Shares (%) Note Swire Pacific Limited ‘A’ shares Lily Cheng 10,000 – – 10,000 0.0012 Merlin Swire 180,000 – 301,000 481,000 0.0561 (1) ‘B’ shares Merlin Swire 390,000 – 3,024,617 3,414,617 0.1168 (3) Notes: (1) All ordinary shares in Swire Properties Limited and ‘A’ shares in Swire Pacific Limited held by Merlin 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. (2) Adam 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. (3) Merlin Swire was a trustee and/or a potential beneficiary of trusts which held 8,852,483 ordinary shares and 6,705,528 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. Merlin 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. Other than as stated above, no Director or Chief Executive of Directors of Subsidiaries the Company had any interest or short position, whether The names of all directors who have served on the boards beneficial or non-beneficial, in the shares or underlying shares of the subsidiaries of the Company during the year ended and debentures of the Company or any of its associated 31st December 2023 or during the period from 1st January corporations (within the meaning of Part XV of the SFO). 2024 to the date of this Report are kept at the Company’s Neither during nor prior to the year under review has any registered office and made available for inspection by the right been granted to, or exercised by, any Director of the members of the Company in accordance with Section Company, or to or by the spouse or minor child of any 390(6) of the Companies Ordinance (Cap. 622 of the Laws Director, to subscribe for shares, warrants or debentures of of Hong Kong). the Company. Other than as stated in this report, no transaction, Permitted Indemnity arrangement or contract of significance to which the Group Subject to the Companies Ordinance (Cap. 622 of the Laws was a party and in which a Director or an entity connected of Hong Kong), every Director is entitled under the with a Director is or was materially interested, either directly Company’s Articles of Association to be indemnified out of or indirectly, subsisted during or at the end of the year. the assets of the Company against all costs, charges, At no time during the year was the Company, or any of its expenses, losses and liabilities which he or she may sustain associated corporations, a party to any arrangements to or incur in or about the execution or discharge of his or her enable the Directors of the Company to acquire benefits by duties and/or the exercise of his or her powers and/or means of the acquisition of shares in or debentures of the otherwise in relation to or in connection with his or her Company or any other body corporate. duties, powers or office. To the extent permitted by such Ordinance, the Company has taken out insurance against Directors’ Interests in Competing the liability and costs associated with defending any Businesses proceedings which may be brought against directors of companies in the Group. None of the Directors or their respective close associates has any competing interests which need to be disclosed pursuant to Rule 8.10 of the Listing Rules. 123
CORPORATE GOVERNANCE & SUSTAINABILITY DIRECTORS’ REPORT Substantial Shareholders’ and Other Interests The register of interests in shares and short positions maintained under Section 336 of the SFO shows that at 31st December 2023 the Company had been notified of the following interests in the shares of the Company held by substantial shareholders and other persons: Long position Number of Shares Percentage of Voting Shares (%) Type of Interest Note 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 60.31% of the equity of Swire Pacific Limited and controlling 68.13% of the voting rights attached to shares in Swire Pacific Limited. Public Float certain central services and such other services as Rule 8.08(1) of the Listing Rules requires that at least 25% of may be agreed from time to time, and procured for an issuer’s total number of issued shares must at all times the Company and its subsidiary, joint venture and be held by the public. The Company has been granted by associated companies the use of relevant trademarks The Stock Exchange of Hong Kong Limited (the “Stock owned by Swire. No fee is payable in consideration Exchange”) a waiver from strict compliance with Listing Rule of such procuration obligation or such use. The 8.08(1) so as to allow a lower public float percentage of 10% procuration obligation would fall away if the Services (or such higher percentage as was held by the public upon Agreement were terminated or not renewed. completion of the listing of the shares of the Company on In return for these services, JS&SHK receives annual the Stock Exchange). On such completion on 18th January service fees calculated as 2.5% of the Company’s 2012, the public float percentage was approximately consolidated profit before taxation and non-controlling 10.28%. From information that is publicly available to the interests after certain adjustments. The fees for each Company and within the knowledge of its Directors at the year are payable in cash in arrear in two instalments, date of this report, at least 10.28% of the Company’s total an interim payment by the end of October and a final number of issued shares are held by the public. payment by the end of April of the following year, adjusted to take account of the interim payment. Continuing Connected Transactions The Company also reimburses the Swire group at cost for most of the expenses incurred in the provision of During the year ended 31st December 2023, the Group had the services. the following continuing connected transactions, details of The Services Agreement, which was entered into which are set out below: between JS&SHK and the Company on 1st December (a) Services Agreement 2004, took effect from 1st January 2005, was renewed There is an agreement for services (“Services on 1st October 2007, was amended and restated Agreement”), in respect of which John Swire & Sons with effect from 1st January 2010, was renewed again (H.K.) Limited (“JS&SHK”), a wholly-owned subsidiary on 1st October 2010, 14th November 2013 and of John Swire & Sons Limited (“Swire”), provided to the 1st October 2016, was amended and restated on Company and its subsidiaries advice and expertise of 9th August 2019 and was renewed again on 1st October the directors and senior officers of the Swire group, 2019 and 1st October 2022. The current term of the including (but not limited to) assistance in negotiating Services Agreement is from 1st January 2023 to with regulatory and other governmental or official 31st December 2025 and it is renewable for successive bodies, certain staff services (including full or part time periods of three years thereafter unless either party to services of members of the staff of the Swire group), it gives to the other notice of termination of not less than three months expiring on any 31st December. 124
SWIRE PROPERTIES ANNUAL REPORT 2023 Particulars of the fees paid and the expenses The Independent Non-Executive Directors of the Company, reimbursed for the year ended 31st December 2023 who are not interested in any connected transactions are given in note 40 to the financial statements. with the Group, have reviewed and confirmed that the continuing connected transactions as set out above have (b) Tenancy Framework Agreement been entered into by the Group in the ordinary and usual The Company, JS&SHK and Swire Pacific Limited course of business of the Group, on normal commercial (“Swire Pacific”) entered into a tenancy framework terms or better, and according to the agreements agreement (“Tenancy Framework Agreement”) on governing them on terms that are fair and reasonable 14th August 2014 to govern existing and future and in the interests of the shareholders of the Company tenancy agreements between members of the Group, as a whole. members of the JS&SHK group and members of the The auditors of the Company have also reviewed Swire Pacific group. The Tenancy Framework these transactions and confirmed to the Board that Agreement, which took effect from 1st January 2014 nothing has come to their attention that causes them to and was renewed on 1st October 2015 and 1st October believe that they have not been approved by the Board of 2018, was renewed again on 1st October 2021 for a the Company; that they were not, in all material respects, term of three years from 1st January 2022 to 31st in accordance with the pricing policies of the Group if the December 2024. It is renewable for successive periods transactions involve the provision of goods or services by of three years thereafter unless any party to it gives to the Group; that they were not entered into, in all material the other parties notice of termination of not less than respects, in accordance with the relevant agreements three months expiring on any 31st December. Pursuant governing the transactions; and that the relevant annual to the Tenancy Framework Agreement, members of caps have been exceeded. the Group, members of the JS&SHK group and members of the Swire Pacific group enter into tenancy Discloseable Transactions agreements from time to time on normal commercial (a) Acquisitions of Further Interests in terms based on prevailing market rentals. For the year ended 31st December 2023, the Sino-Ocean Taikoo Li Chengdu aggregate rentals payable to the Group under As at 15th December 2022, Sino-Ocean Taikoo Li tenancies subject to the Tenancy Framework Chengdu was owned by two holding companies (the Agreement totalled HK$148 million. “PH companies”, together with their respective At 31st December 2023, the Swire group was interested in subsidiaries, the “PH Group”) and managed by a 60.31% of the equity of Swire Pacific and controlled 68.13% property management company (the “PM Company” of the voting rights attached to shares in Swire Pacific and together with its subsidiaries, the “PM Group”), where Swire Pacific owned 82.00% of the Company’s total number the PH Group and the PM Group were owned by the of issued shares. JS&SHK, as a wholly-owned subsidiary of relevant subsidiaries of the Company (the Swire, and Swire Pacific are therefore connected persons of “Purchasers”) and the relevant subsidiaries of Sino- the Company under the Listing Rules. The transactions Ocean Group Holding Limited (“SOG”) (the “Sellers”) under the Services Agreement and the Tenancy Framework on a 50:50 basis. The Target Group comprises the PH Agreement are continuing connected transactions in Group and the PM Group. respect of which announcements dated 11th August 2022 On 15th December 2022, and 13th May 2021 respectively were published. (1) the Purchasers, the Sellers, SOG and Sino-Ocean As directors and/or employees of (or in one case as an Service Holding Limited (“SOG Service”) (SOG adviser to) the Swire group, Tim Blackburn, Guy Bradley, together with SOG Service as the seller guarantors) Raymond Lim, Fanny Lung, Martin Murray and Richard Sell entered into the first master agreement for the are interested in the Services Agreement and the Tenancy sale and purchase of a 15% interest in the Target Framework Agreement. Adam Fenwick and Merlin Swire Group for a total cash consideration of are so interested as shareholders, directors and/or RMB1,000,000,000 (the “First Transaction”); employees of the Swire group. 125
CORPORATE GOVERNANCE & SUSTAINABILITY DIRECTORS’ REPORT (2) the relevant Purchaser, the relevant Seller, venture between Shanghai Lujiazui Finance & Trade SOG and SOG Service (SOG together with SOG Zone Development Co., Ltd.* (ɪऎᄘږፄ Service as the seller guarantors) entered into ൱ਜක೯ٰ΅Ϟࠢʮ̡) (“Lujiazui Development”) the second master agreement for the sale and and Elegant Ocean; and (2) United Hill Limited purchase of a 35% interest in the PM Group for a (“United Hill”), a wholly-owned subsidiary of the cash consideration of RMB59,000,000 (the Company, acquired 40% equity interest in Shanghai “Second Transaction”); and Yaolong Investment Limited* (ɪऎᘴᎲҳ༟Ϟࠢ (3) the relevant Purchasers, the relevant Sellers ʮ̡) (“Yaolong”) at a consideration of RMB3,115.74 and SOG (as the seller guarantor) entered into million (the “Yaolong Transaction”), which resulted in the third master agreement for the sale and Yaolong becoming a 60:40 joint venture between purchase of a 35% interest in the PH Group for a Lujiazui Development and United Hill. Dongmao and total cash consideration of RMB4,491,000,000 Yaolong will be principally engaged in the construction (the “Third Transaction”). and development of plots of land in the Pudong New Area in Shanghai and the sales, leasing, operation and The First Transaction, the Second Transaction and the management of the property development on the Third Transaction, when aggregated, constituted a plots of land. The Dongmao Transaction and the discloseable transaction of the Company under the Yaolong Transaction together constitute a discloseable Listing Rules, in respect of which an announcement transaction for the Company under the Listing Rules, dated 15th December 2022 was published. in respect of which an announcement dated The First Transaction was completed on 28th September 2023 was published. 21st December 2022, in respect of which an (c) Sale of Certain Office Floors of announcement dated 21st December 2022 was One Island East published. The Group’s interest in the Target Group On 17th November 2023, Cityplaza Holdings Limited, a increased from 50% to 65% upon completion of the wholly-owned subsidiary of the Company, entered into First Transaction. sale and purchase agreements with the Securities and The Second Transaction was completed on 22nd Futures Commission for the sale and purchase of the February 2023. The Group’s interest in the PM Group 42nd to 54th floors (excluding the 49th floor) of the increased further to 100% upon completion of the building known as “One Island East” located at No. 18 Second Transaction. Westlands Road, Quarry Bay, Hong Kong for a total Immediately after completion of the Second consideration of HK$5.4 billion. The transaction Transaction, the Third Transaction was completed on constituted a discloseable transaction for the the same date. The Group’s interest in the PH Group Company under the Listing Rules, in respect of which increased further to 100% upon completion of the an announcement dated 17th November 2023 was Third Transaction. The Target Group became wholly- published. The transaction in respect of the 45th to owned by the Group. An announcement on the 54th floors (excluding the 49th floors) was completed completions dated 22nd February 2023 was published. on 21st December 2023. (b) Investment in Property Development * For identification purpose only in the Pudong New Area in Shanghai On 28th September 2023, (1) Elegant Ocean Limited On behalf of the Board (“Elegant Ocean”), a wholly-owned subsidiary of the Company, acquired 40% equity interest in Shanghai Dongmao Real Estate Limited* (ɪऎ؇⁞ Guy Bradley ໄุϞࠢʮ̡) (“Dongmao”) at a consideration of Chairman RMB6,594.23 million (the “Dongmao Transaction”), Hong Kong, 14th March 2024 which resulted in Dongmao becoming a 60:40 joint 126
SUSTAINABLE DEVELOPMENT We believe that long-term value creation depends on the sustainable development of our business and the communities in which we operate. In 2023, Swire Properties continued its Sustainable Development (SD) 2030 Strategy which incorporates specific commitments and is designed to integrate sustainability into every aspect of our business. Our SD 2030 Strategy has five pillars: Places | People | Partners | Performance (Environment) | Performance (Economic) The details of our 2025 and 2030 targets and SD initiatives can be found in our Sustainability Report 2023. 127
CORPORATE GOVERNANCE & SUSTAINABILITY SUSTAINABLE DEVELOPMENT Rolled out the fourth edition of the Provided on-site rental tableware “Sustainability We All Count” with a to reduce single-use plastic waste at new theme, “For Our Future” White Christmas Street Fair 2023 Hong Kong Hong Kong Sustainability We All Count – To reinforce our commitment to sustainable development, For Our Future the SPPA designed the Street Fair with innovative waste In December 2023, we launched the fourth iteration of reduction initiatives. These included on-site rental “Sustainability We All Count” featuring a new theme – tableware to reduce single-use plastic waste; digital “For Our Future”, to showcase Swire Properties’ three key coupons to minimise paper waste, and a water-soluble and SD dimensions: biodiversity, innovation, and wellbeing. biodegradable packaging for a souvenir. The year-long campaign calls for action and features In 2023, through careful planning in terms of the design stories of our SD endeavours and notable achievements, and event installations, the Street Fair achieved a waste and an array of engaging online and offline programmes diversion rate of 95% from landfills, up from 91% in 2022. to promote our vision in sustainability and commitment The event also supported the SCMP-led Operation Santa to fighting climate change. Claus – raising approximately HK$1 million this year and bringing the total amount raised over the past 11 years to Places over HK$9 million. Places are at the heart of, and central to, the achievement Quarryside Summer Fest of our SD 2030 Strategy. In August, we partnered with the Eastern District Office of Youth Engagement & White Christmas Home Affairs Department and St. James’ Settlement to Street Fair 2023 host the three-day “Quarryside Summer Fest”, the first In 2023, ten university students were mentored by Swire community festive event at Quarryside and one of the Properties’ senior management, industry experts and thought supporting events under the HKSAR Government’s leaders, as part of the Swire Properties Placemaking Academy “Happy Hong Kong” initiative. Free arts and cultural (“SPPA”). In addition, the new Placemaking Academy Junior activities were organised, and Swire Properties as the Programme was launched in the same year in collaboration Community Sponsor partnered with F&B outlets in the with the E-League Programme by the Eastern District Office district to provide exclusive offers. The event attracted of the Home Affairs Department. The university students approximately 4,500 people. designed, planned and executed the White Christmas Street Operated by St. James’ Settlement, Quarryside is a vibrant Fair 2023, which featured the theme “CHOCOLAND!”; while leisure space for community-led creative initiatives. It was the seven Junior Programme secondary school students launched in June 2023 and we provided consultancy created an interactive digital map, an original theme song support on the design, construction and operation for this and musical performances for the Street Fair. community space at Quarry Bay’s harbourfront. 128
SWIRE PROPERTIES ANNUAL REPORT 2023 Over 1,500 footfalls with tenant participation Brickell City Centre continued to embrace rate of 40% joined Tong Chong Street Market diversity, equity, and inclusion through 2023 Beer Festival vibrant celebrations Hong Kong U.S.A. Supporting Arts and Culture in Hong Kong celebrated Black History Month at the annual Swire Properties Arts Month returned in March 2023, which “Diversity of the African Diaspora” – a partnership with also marked the 11th year of collaboration between Swire South Florida People of Color that brought 2,000 people Properties and Art Basel Hong Kong. Art Basel Hong Kong to the Centre and generated 58,000 impressions on also debuted an art installation from the Encounters sector social media. at Pacific Place, marking the collection’s first foray into the In addition, the Centre partnered with Miami Hispanic public realm outside of the fair. Also part of Arts Month was Cultural Arts Center and Cuban Classical Ballet of Miami ArtisTree Selects: Urban Rocks exhibition, where Hong to present an enriching performing arts programme Kong-based French artist Polo Bourieau launched his namely “Herencia” to celebrate the Hispanic Heritage collection of 12 stone sculptures at ArtisTree in Taikoo Place. Month; and partnered with O Miami, Equinox, Chambord In June 2023, the international tour of the Victoria and and the Miami Children’s Museum to celebrate Pride Albert Museum London’s critically-acclaimed exhibition – Month through “Beyond the Rainbow”. “Bags: Inside Out”, marked its grand finale at Pacific Place, In collaboration with Sortworthy, a Florida-based after touring at the Company’s Chinese Mainland malls startup that turns textiles in sellable second-hand in Beijing, Shanghai, Guangzhou and Chengdu. The goods, Brickell City Centre arranged a drive that exhibition showcased 240 objects dating as far back as collected 483 pounds of textiles and shoes to be the 16th century and was displayed in a museum-grade recycled. event space and with free admission for the public. People Street Market The contributions of our employees are critical to The Tong Chong Street Market 2023 Beer Festival took our success. place at the new Taikoo Garden for the first time in October Employees and featured 70 types of beer from 15 carefully handpicked local brewers. The event attracted over 1,500 footfalls with Swire Properties employs around 6,000 people tenant participation rate of 40%. (including joint venture companies which the Group Tapestry of Diversity and Inclusion jointly operates and manages) across our operating region. Attracting and developing talented colleagues is Celebrations in the U.S.A. central to our success. We are an equal opportunities Brickell City Centre continued to demonstrate its employer and aim to provide a work environment that is commitment to diversity, equity and inclusion, as it respectful, challenging, rewarding and safe. 129
CORPORATE GOVERNANCE & SUSTAINABILITY SUSTAINABLE DEVELOPMENT Successfully launched the companywide BOOKS FOR LOVE @ $10 mobilised 2023-2025 Health and Safety Roadmap, a team of 6,000 volunteers to raise a further reinforcing our Zero Harm fund of HK$1,147,950 Commitment Hong Kong Hong Kong and Chinese Mainland In 2023, we offered more than 154,000 hours of training • Life Saving Rules Campaign – delivered to frontline and development in the areas of leadership and teams focusing on raising awareness and preventative management, technology, IT, sustainability, diversity and actions in terms of potential fatal hazards associated inclusion, languages, health and safety and employee with their activities. wellness. To drive diversity and inclusion, we set a gender • High Potential Near Miss Investigations – introduced to balance target of maintaining female representation at no identify the contributing factors and root causes of less than 40%. In 2023, 41.9% of our workforce is female. serious near miss incidents with the aim of preventing Health & Safety recurrence via corrective actions and lessons sharing. In 2023, we continued to make progress towards our Zero We continued to collaborate with our contractors to adopt Harm commitment with year-on-year reductions in lost cutting-edge technologies to improve site safety during the time injuries and the number of lost days. Overall, the lost construction stage of our new projects. These include a time injury rate and lost day rate improved by 9.2% and trial of a semi-autonomous ceiling drilling robot at the 27.4% respectively compared to 2022. Six Pacific Place project. Smart cloud-based construction In 2023, we successfully launched the company-wide monitoring platforms will be adopted for the Chai Wan 2023-25 Health and Safety Roadmap to clearly define the residential project in Hong Kong, as well as the Xi’an and priorities, approach and objectives for Health and Safety Sanya projects in the Chinese Mainland. (H&S) over the next three years. The four core elements of Our commitment to H&S was recognised at several industry the roadmap are: awards including the Six Pacific Place project and Gammon, • Design for Safety – included in the Company’s as general contractor, won the Gold Award for the second Development Charter which aims to remove hazards consecutive year at the Considerate Contractors Site Award from the workplace via a structured multi-disciplined Scheme 2023, organised by the Construction Industry approach to H&S and maintainability considerations Council and Development Bureau. Under the alteration and during the planning and design stages of projects. additions (A&A) works category, PCCW Tower and Dorset House received Merit Awards. Our Health & Safety training • Deep Dive Safety Inspection Programme – to inspect programme won the Award for Excellence in Training and 110 buildings and facilities across the Company to Development organised by The Hong Kong Management identify and remove or mitigate serious hazards. Association. Over 60 inspections were conducted in 2023. 130
SWIRE PROPERTIES ANNUAL REPORT 2023 The second edition of youth-learning Green Kitchen Initiative hits a major initiative “Bi-city Youth Cultural milestone and welcomed its 100th Leadership Programme” family member Hong Kong and Chinese Mainland Hong Kong Volunteering This year, we continued to support to the “Walk for Love” Our Community Ambassador team plays a crucial role programme. Over 900 Community Ambassadors in creating connections with our communities. In 2023, participated in this annual event and raised 562 personal 2,185 Community Ambassadors in Hong Kong contributed hygiene kits for boarding students at a primary school. a total of 7,544 hours of service from 48 community Partners engagement activities. Celebrating its decade of remarkable achievement, the Our business partners play a critical part in the success of signature initiative “BOOKS FOR LOVE @ $10” mobilised a our SD 2030 Strategy. team of 6,000 volunteers and attracted over 40,000 book Suppliers lovers during the eight-day physical event at Taikoo Place. We include our suppliers in our approach to sustainable In addition to the one-month online pre-sale, the initiative development. We have our supplier code of conduct to raised a total of HK$1,147,950 for the two long-term address and manage risks related to regulatory compliance, charity partners. environmental protection, health and safety, labour Together We Care for Stroke – a collaborative exhibition practices, human rights, product responsibility and with health experts from HKU Stroke, two charities and sustainable purchasing in our supply chain. To effectively a local illustrator – took place over three days at manage our supplier sustainability risks and help realise Cityplaza. The exhibition aimed to educate and raise our net-zero commitment, we deployed a supply chain ESG awareness within the community about stroke prevention, assessment platform this year to track sustainability particularly the increasing occurrence of stroke among performance and carbon emissions of suppliers. In 2023, younger generations. HK$559 million worth of sustainable products and services In the Chinese Mainland, 1,403 Ambassadors contributed were procured. 3,140 hours of service. In May, the cross-city Community Tenants Ambassador team comprising members from Hong Kong We work closely with our commercial tenants to integrate and cities across the Chinese Mainland participated in the sustainability into their operations; and offer our office four-day programme “Helping the Youth, Harmony in and retail tenants in Hong Kong and the Chinese Mainland Diversity” in Chengdu, providing tailored volunteer services free energy audits to identify energy-saving opportunities. and workshops to university students from the Yi ethnic As at 31 December 2023, these audits covered group, individuals recovering from mental illnesses, rural approximately 7 million square feet of tenanted area. children and students from a non-profit vocational school. 131
CORPORATE GOVERNANCE & SUSTAINABILITY SUSTAINABLE DEVELOPMENT The newly launched “GPP Academy” aimed Raised over HK$310,000 at Corporate to enhance office tenants’ sustainability Wellness Challenge: 8-Hour Charity Spin performance through curated learning Hong Kong experiences Hong Kong As at December 2023, 107 F&B tenants received Green and indoor golf. More than 550 office executives from Kitchen Awards in Hong Kong and the Chinese Mainland. 12 tenant companies took part in the “Corporate By installing energy-efficient and water-efficient kitchen Wellness Challenge: 8-Hour Charity Spin”. The event appliances and well-designed ventilation systems together raised over HK$310,000 for the InspiringHK Sports with proper waste recycling, these tenants have saved Foundation, of which HK$150,000 was donated by energy and water, reduced waste and improved the Swire Properties. kitchen environment. Performance (Environment) We collaborate with office tenants through our Green As a leading property developer, we are committed to Performance Pledge (“GPP”) in terms of fit-out and building and managing our developments sustainably. operations – to improve energy, water and waste performance. We aim to have 50% of office tenants sign Climate Change the GPP by 2025. As at December 2023, 90 tenants, In 2023, we continued to progress steadily towards our occupying 41% of office lettable floor area (“LFA”), have 1.5°C-aligned science-based targets, as part of our core signed up. GPP Award Presentation Ceremonies were held strategy to reach net-zero emissions by 2050. This year, in Hong Kong and the Chinese Mainland to celebrate we achieved a 29% absolute Scope 1 and 2 carbon participants’ achievements. We also launched the GPP reduction compared to the 2019 baseline for our global Academy in Hong Kong, a three-year collaboration with the portfolio. We continued to adopt innovative low-carbon Business Environment Council (“BEC”) that will feature technologies and management practices and invest in quarterly workshops to enhance tenants’ capabilities to energy research and development. improve sustainability performance. PROJECT AFTER 6 We continue to adopt a whole-lifecycle carbon management approach at our developments, We hosted eleven musicals for over 900 footfalls, including including the Company’s latest project, Taikoo Li Xi’an. tenants’ staff; and attracted over 8,000 footfalls during The project will employ low carbon construction 14 live music performances. materials and low-carbon energy use strategies to reduce emissions from construction to operations. Workout x Lunch Notably, the electrification of the space heating Over 200 participants from 59 tenant companies at Taikoo system and use of a low-carbon ground source heat Place took part in the fitness workshops which offered high pump system can provide up to 60% of the project’s intensity full-body workouts, core training, yoga, stretching annual heating demand. 132
SWIRE PROPERTIES ANNUAL REPORT 2023 Artist’s Impression Taikoo Li Xi’an adopts a whole building Swire Properties establishes itself as a lifecycle carbon management approach, high achiever with 17 of its buildings certified driving operational net-zero through ground under the Zero-Carbon-Ready Building source heat pump innovation Certification Scheme Chinese Mainland Hong Kong Energy Resources & Circularity In 2023, our electricity-use intensity decreased by In 2023, we focused our efforts on preparing our 12% compared to a 2019 baseline at our Hong Kong Hong Kong commercial and residential portfolios for the and Chinese Mainland properties. The reduction Municipal Solid Waste Charging scheme. We partnered reflected better monitoring of heating, ventilation with the Hong Kong Productivity Council to review the and air-conditioning systems via our cloud-based waste management facilities and practices at Pacific Place smart-energy management platform; the installation and Taikoo Shing, identify gaps and risks, and prepare of oil-free chillers; installation of variable speed drives; guidance to help stakeholders comply with the upcoming the installation of energy valves; and the use of more legislation. We also partnered with the Business energy-efficient lighting. Environment Council to conduct waste audits for 20 F&B We continued to explore ways to increase renewable tenants at Cityplaza and Citygate Outlets and provide energy adoption across our portfolios. In 2023, specific recommendations to improve waste separation we installed a 24.4 kW photovoltaic (“PV”) system and reduce waste. at Cambridge House. In December, we succeeded in Swire Properties continued to promote reuse throughout securing 100% off-site renewable electricity for both 2023. Building upon the successful implementation at landlord and tenant operations at Taikoo Li Sanlitun and Taikoo Place, our Smart Reusable Cup Programme was INDIGO in Beijing for 2024. expanded to Pacific Place Mall in October 2023. The project Swire Properties’ energy management efforts also have has received support from 16 F&B outlets, allowing been recognised. 17 of our buildings in Hong Kong customers to request a reusable cup when placing an order received the Hong Kong Green Building Council’s and return it at any of the return stations at our portfolios. newly-launched Zero-Carbon-Ready Building Broadening the programme’s reach will also support Certification, the most received by a developer. Six of preparations for the Government’s regulation on single-use the buildings received a “Super Low” rating on the plastics, which will be implemented on 22 April 2024. Since landlord side, with two of them, One Taikoo Place and the programme’s launch, we have prevented the disposal of Two Pacific Place, receiving a “Super Low” rating in both over 23,000 single-use cups at Taikoo Place and Pacific the landlord and whole building categories. Place collectively. 133
CORPORATE GOVERNANCE & SUSTAINABILITY SUSTAINABLE DEVELOPMENT Swire Properties supports nature-positive goals Our Taikoo Square and Taikoo Garden offer as one of the 40 members of The Taskforce on approximately 69,000 sq ft of green spaces Nature-related Financial Disclosures (TNFD) with native trees and water features to Hong Kong enhance urban biodiversity Hong Kong Biodiversity Green Building Swire Properties prioritises biodiversity in our In 2023, 14 commercial buildings at Taikoo Place, Pacific developments and operations. We were one of 40 Place and Citygate achieved Platinum ratings for their Taskforce for Nature-related Financial Disclosure (TNFD) recertification under the comprehensive scheme of BEAM Global Taskforce Members selected to steer the Plus for Existing Building v2.0. Two Taikoo Place achieved a formulation of the overall framework for corporates and Platinum rating in LEED v2009 and WELL v1 Core & Shell. financial institutions globally to account for nature-related Several of our portfolios, including One, Two and Three risks and opportunities to support the nature-positive goals Pacific Place, INDIGO, HKRI Taikoo Hui (Shopping mall), of the United Nations’ Kunming-Montreal Global HKRI Centre 1 & 2, Taikoo Li Chengdu and The Temple Biodiversity Framework. In 2023, we completed our House, achieved a Platinum rating in the LEED v4.1 biodiversity guidelines for our Hong Kong portfolios, Operations and Maintenance rating system. Taikoo Place providing our project teams and management offices with received a final Gold rating under LEED v.4.1 in the Cities recommendations on how to enhance biodiversity in our and Communities: Existing category, making the complex properties and new projects. the first project in Hong Kong to receive LEED for Our Taikoo Square and Taikoo Garden, opening in 2024, Communities Certification. offer approximately 69,000 square feet of green space At the Green Building Award 2023, organised by the Hong with native trees and water features. We have adopted Kong Green Building Council and the Professional Green measures in the master landscape plan to enhance urban Building Council, Citygate Outlets received the Grand biodiversity in the area, and facilitate the movement Award in the Existing Buildings – Facilities Management of animals and insects such as birds and butterflies category. Six Pacific Place received the Grand Award between parks. in the New Buildings: Projects Under Construction and/or Design – Commercial category, and Taikoo Li Qiantan received the Merit Award in the New Buildings Category: Completed Projects – Commercial category. In addition, Swire Properties once again received the Sustainability Award at the RICS Hong Kong Awards 2023. Taikoo Li Qiantan was also recognised as the Commercial Property Project of the Year at the RICS Awards China 2023. 134
SWIRE PROPERTIES ANNUAL REPORT 2023 Swire Properties won Grand Award at Swire Properties won the House Awards – 2023 HKMA Sustainability Awards for its Best Issuer – ESG, FinanceAsia Achievement exemplary ESG performance Awards 2023 Hong Kong Hong Kong Performance (Economic) In addition, Swire Properties won the Environmental, Social We believe that long-term value creation depends on the and Governance Award in the Non-Hang Seng Index (Large sustainable development of our business. Market Capitalisation) Category at the Hong Kong Institute Details of our financial performance in 2023 can be found of Certified Public Accountants’ (“HKICPA”) Best Corporate in other parts of this report. Governance and ESG Awards 2023. In 2023, the Company advanced to the number two As at 31 December 2023, approximately 60% of our position in the Dow Jones Sustainability World Index – financing comes from green bonds, sustainability-linked Real Estate Management and Development industry loans and green loans. In 2023, Swire Properties became category. The Company beat over 380 companies from the first Hong Kong corporation to issue an RMB- around the world to secure the top position globally in the denominated public green bonds, known as “green dim “Environmental Dimension” score. The Company also sum bonds”. The transaction raised RMB3.2 billion, making retained its Global Sector Leader title under the Global it the largest-ever corporate green dim sum bonds issued in Real Estate Sustainability Benchmark for the seventh Hong Kong. consecutive year, and ranked number one in the Hang Swire Properties won the Best ESG Issuer in Asia at the Seng Corporate Sustainability Index for the sixth FinanceAsia Achievement Awards 2023, topping over consecutive year. 680 high-calibre organisations for this coveted honour. At the 2023 Hong Kong Management Association Furthermore, the green dim sum bonds offering received (“HKMA”) Sustainability Award, Swire Properties received three awards at the FinanceAsia Achievement Awards the Grand Award for demonstrating exceptional 2023, IFR Asia Awards 2023 and The Asset Triple A commitment to economic, social and environmental Sustainable Finance Awards 2024 respectively. considerations while achieving remarkable business and In 2023, Swire Properties began piloting the use of internal organisational performance. carbon pricing (“ICP”) to determine the potential impacts At the HKMA’s 2023 Best Annual Reports Awards, Swire of carbon emissions on our investments, quantify carbon Properties’ Sustainable Development Report 2022 won risks to our business operations and better reallocate the Best Environmental, Social and Governance Reporting capital towards low-carbon investment and opportunities. Award, the top recognition, in the Property Development Further details of our sustainable development and Investment category for the second consecutive year. performance, including details of our SD 2030 Strategy, The Company’s Annual Report 2022 also won the Silver can be found in our Sustainability Report 2023. Award in the General category. 135
FINANCIAL CONTENTS AUDITOR’S REPORT AND ACCOUNTS 138 Independent Auditor’s Report 142 Consolidated Statement of Profit or Loss 143 Consolidated Statement of Other Comprehensive Income 144 Consolidated Statement of Financial Position 145 Consolidated Statement of Cash Flows 146 Consolidated Statement of Changes in Equity 147 Notes to the Financial Statements 205 Accounting Policies 208 Principal Subsidiary, Joint Venture and Associated Companies SUPPLEMENTARY INFORMATION 211 Schedule of Principal Group Properties 223 Glossary 224 Financial Calendar and Information for Investors
EAST HONG KONG, HONG KONG
INDEPENDENT AUDITOR’S REPORT To the Shareholders of Swire Properties Limited (incorporated in Hong Kong with limited liability) Opinion What we have audited The consolidated financial statements of Swire Properties Limited (the “Company”) and its subsidiaries (the “Group”), which are set out on pages 142 to 210, comprise: • the consolidated statement of financial position as at 31st December 2023; • the consolidated statement of profit or loss for the year then ended; • the consolidated statement of other comprehensive income for the year then ended; • the consolidated statement of cash flows for the year then ended; • the consolidated statement of changes in equity for the year then ended; and • the notes to the consolidated financial statements, comprising material accounting policy information and other explanatory information. Our opinion In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31st December 2023, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and have been properly prepared in compliance with the Hong Kong Companies Ordinance. Basis for Opinion We conducted our audit in accordance with Hong Kong Standards on Auditing (“HKSAs”) issued by the HKICPA. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the HKICPA’s Code of Ethics for Professional Accountants (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. PricewaterhouseCoopers, 22/F Prince’s Building, Central, Hong Kong SAR, China T: +852 2289 8888, F: +852 2810 9888, www.pwchk.com 138
SWIRE PROPERTIES ANNUAL REPORT 2023 Key Audit Matter How our audit addressed the Key Audit Matter Valuation of investment properties Our procedures in relation to management’s valuation of Refer to note 16 to the Group’s consolidated investment properties included: financial statements • Understanding management’s controls and processes The fair value of the Group’s investment properties for determining the valuation of investment properties amounted to HK$281,463 million at 31st December 2023, and assessing the inherent risk of material misstatement with a fair value loss of HK$2,829 million recorded in the by considering the degree of estimation uncertainty consolidated statement of profit or loss for the year. and the judgement involved in determining assumptions Valuations were obtained from third party valuers (the to be applied; “valuer”) in respect of 98% of the investment properties as • Evaluating the valuers’ competence, capabilities, at 31st December 2023. The valuations are dependent on independence and objectivity; certain key assumptions that require significant • Reviewing the external valuation reports to assess the management judgement and estimates, including appropriateness of methodologies used; capitalisation rates and market rents. The valuations of investment properties under development are also • Meeting the valuers to discuss and challenge the dependent upon the estimated costs to complete and valuations and key assumptions used; expected developer’s profit margin. • Comparing the capitalisation rates, market rents and We focused on the valuation of investment properties expected developer’s profit margin used by the valuers due to the significant judgement and estimates involved in to an estimated range, determined by reference to determining the valuation. publicly available information and recent lettings of the subject properties on a sample basis by our in-house valuation experts; • Checking, on a sample basis, the accuracy and completeness of the rental data provided by management to the valuers by agreeing them to the Group’s records; and • For investment properties under development, comparing the estimated construction costs to complete with the Group’s budgets and testing, on a sample basis, the construction costs to supporting documentation such as quantity surveyor reports and signed contracts, where applicable. We found the key assumptions were supported by the available evidence. We found the disclosures in note 16 to be appropriate. 139
INDEPENDENT AUDITOR’S REPORT Other Information The directors of the Company are responsible for the other information. The other information comprises all of the information included in the annual report other than the consolidated financial statements and our auditor’s report thereon. The other information does not include the specific information presented therein that is identified as being an integral part of the consolidated financial statements and, therefore, covered by our audit opinion on the consolidated financial statements. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors and the Audit Committee for the Consolidated Financial Statements The directors of the Company are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with HKFRSs issued by the HKICPA and the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. The Audit Committee is responsible for overseeing the Group’s financial reporting process. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. We report our opinion solely to you, as a body, in accordance with Section 405 of the Hong Kong Companies Ordinance, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with HKSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. 140
SWIRE PROPERTIES ANNUAL REPORT 2023 As part of an audit in accordance with HKSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. The engagement partner on the audit resulting in this independent auditor’s report is Tsang Nga Kwan. PricewaterhouseCoopers Certified Public Accountants Hong Kong, 14th March 2024 141
CONSOLIDATED STATEMENT OF PROFIT OR LOSS For the year ended 31st December 2023 2023 2022 Note HK$M HK$M Revenue 4 14,670 13,826 Cost of sales 5 (4,284) (4,303) Gross profit 10,386 9,523 Administrative and selling expenses (2,058) (1,713) Other operating expenses (205) (186) Other net (losses)/gains 6 (114) 79 Gains on disposal of subsidiary companies – 520 Change in fair value of investment properties (2,829) 801 Operating profit 5,180 9,024 Finance charges (738) (359) Finance income 218 172 Net finance charges 10 (520) (187) Share of profit less losses of joint venture companies 124 1,443 Share of profit less losses of associated companies (416) 12 Profit before taxation 4,368 10,292 Taxation 11 (1,617) (2,065) Profit for the year 2,751 8,227 Profit for the year attributable to: The Company’s shareholders 34 2,637 7,980 Non-controlling interests 36 114 247 2,751 8,227 HK$ HK$ Earnings per share from profit attributable to the Company’s shareholders (basic and diluted) 14 0.45 1.36 The above consolidated statement of profit or loss should be read in conjunction with the accompanying notes. 142
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME For the year ended 31st December 2023 2023 2022 HK$M HK$M Profit for the year 2,751 8,227 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 year 46 – – deferred tax (11) – Defined benefit plans – remeasurement (losses)/gains recognised during the year (56) 245 – deferred tax 9 (40) Net translation differences on foreign operations recognised during the year (25) (110) (37) 95 Items that may be reclassified subsequently to profit or loss Cash flow hedges – losses recognised during the year (38) (16) – transferred to net finance charges (41) (13) – transferred to operating profit – (1) – deferred tax 13 5 Share of other comprehensive income of joint venture and associated companies – recognised during the year (103) (1,744) – reclassified to profit or loss on deemed disposal 228 – Net translation differences on foreign operations recognised during the year (904) (3,213) (845) (4,982) Other comprehensive income for the year, net of tax (882) (4,887) Total comprehensive income for the year 1,869 3,340 Total comprehensive income attributable to: The Company’s shareholders 1,780 3,203 Non-controlling interests 89 137 1,869 3,340 The above consolidated statement of other comprehensive income should be read in conjunction with the accompanying notes. 143
CONSOLIDATED STATEMENT OF FINANCIAL POSITION At 31st December 2023 2023 2022 Note HK$M HK$M ASSETS AND LIABILITIES Non-current assets Property, plant and equipment 15 3,644 3,165 Investment properties 16 281,463 271,368 Intangible assets 17 1,555 208 Right-of-use assets 18 2,655 2,482 Properties held for development 19 1,210 1,208 Joint venture companies 20 19,276 24,589 Loans due from joint venture companies 20 14,781 15,273 Associated companies 21 10,583 473 Loans due from associated companies 21 209 52 Derivative financial instruments 29 57 96 Deferred tax assets 30 88 64 Financial assets at fair value through profit or loss 623 460 Retirement benefit assets 32 – 14 336,144 319,452 Current assets Properties for sale 23 9,121 8,264 Stocks 77 72 Trade and other receivables 24 3,506 2,834 Cash and cash equivalents 25 5,097 4,502 17,801 15,672 Assets classified as held for sale 31 543 2,038 18,344 17,710 Current liabilities Trade and other payables 26 9,763 10,008 Contract liabilities 5 14 Taxation payable 378 185 Long-term loans and bonds due within one year 28 7,563 700 Lease liabilities due within one year 27 80 79 17,789 10,986 Net current assets 555 6,724 Total assets less current liabilities 336,699 326,176 Non-current liabilities Long-term loans and bonds 28 33,606 22,135 Long-term lease liabilities 27 527 535 Derivative financial instruments 29 22 – Other payables 26 268 – Deferred tax liabilities 30 14,082 11,248 Retirement benefit liabilities 32 45 – 48,550 33,918 NET ASSETS 288,149 292,258 EQUITY Share capital 33 10,449 10,449 Reserves 34 274,633 278,762 Equity attributable to the Company’s shareholders 285,082 289,211 Non-controlling interests 36 3,067 3,047 TOTAL EQUITY 288,149 292,258 Guy Bradley May Wu Directors Hong Kong, 14th March 2024 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 144
CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31st December 2023 2023 2022 Note HK$M HK$M Operating activities Cash generated from operations 41(a) 7,492 6,332 Interest paid (1,222) (742) Interest received 104 117 Tax paid (963) (1,127) 5,411 4,580 Dividends received from joint venture companies and financial assets at fair value through other comprehensive income 34 176 Net cash from operating activities 5,445 4,756 Investing activities Purchase of property, plant and equipment 41(b) (217) (133) Additions of investment properties (2,771) (7,096) Purchase of intangible assets (64) (58) Proceeds from disposal of investment properties 5,291 609 Proceeds from disposal of subsidiary companies, net of cash disposed of 24 535 1,060 Payment for acquisition of subsidiary companies, net of cash acquired 43 (3,699) – Purchase of shares in joint venture companies (791) (1,720) Purchase of shares in associated companies (10,397) – Purchase of financial assets at fair value through profit or loss (161) (20) Equity to joint venture companies (356) (1,123) Loans to joint venture companies (1,604) (108) Repayment of loans by joint venture companies 435 917 Repayment of advances from joint venture companies – (200) Loans to associated companies – (52) Repayment of loans by associated companies 17 – Initial leasing costs incurred (79) (75) Net cash used in investing activities (13,861) (7,999) Net cash outflow before financing activities (8,416) (3,243) Financing activities Loans drawn and refinanced 11,523 7,237 Bonds issued 6,742 – Repayment of loans and bonds (3,130) (9,009) Principal elements of lease payments (82) (66) 15,053 (1,838) Capital contribution from non-controlling interests 16 1,003 Dividends paid to the Company’s shareholders 34 (5,909) (5,616) Dividends paid to non-controlling interests 36 (95) (96) Net cash from/(used in) financing activities 9,065 (6,547) Increase/(Decrease) in cash and cash equivalents 649 (9,790) Cash and cash equivalents at 1st January 4,502 14,833 Effect of exchange differences (54) (541) Cash and cash equivalents at 31st December 5,097 4,502 Represented by: Bank balances and short-term deposits maturing within three months 25 5,097 4,502 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 145
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 31st December 2023 Attributable to the Company’s shareholders Non- Share Revenue Other controlling Total capital reserve reserves Total interests equity Note HK$M HK$M HK$M HK$M HK$M HK$M At 1st January 2023 10,449 280,008 (1,246) 289,211 3,047 292,258 Profit for the year – 2,637 – 2,637 114 2,751 Other comprehensive income – (47) (810) (857) (25) (882) Total comprehensive income for the year 34, 36 – 2,590 (810) 1,780 89 1,869 Capital contribution from non-controlling interests – – – – 26 26 Dividends paid – (5,909) – (5,909) (95) (6,004) At 31st December 2023 10,449 276,689 (2,056) 285,082 3,067 288,149 Attributable to the Company’s shareholders Non- Share Revenue Other controlling Total capital reserve reserves Total interests equity Note HK$M HK$M HK$M HK$M HK$M HK$M At 1st January 2022 10,449 277,439 3,736 291,624 1,986 293,610 Profit for the year – 7,980 – 7,980 247 8,227 Other comprehensive income – 205 (4,982) (4,777) (110) (4,887) Total comprehensive income for the year 34, 36 – 8,185 (4,982) 3,203 137 3,340 Capital contribution from a non-controlling interest – – – – 1,020 1,020 Dividends paid – (5,616) – (5,616) (96) (5,712) At 31st December 2022 10,449 280,008 (1,246) 289,211 3,047 292,258 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 146
NOTES TO THE FINANCIAL STATEMENTS General Information The Company is a limited liability company incorporated in Hong Kong and its shares are listed on The Stock Exchange of Hong Kong Limited. The principal activity of the Company is that of a holding company. The principal activities of its major subsidiary, joint venture and associated companies are shown on pages 208 to 210. 1. Changes in Accounting Policies and Disclosures (a) The following revised standards and interpretation were required to be adopted by the Group effective from 1st January 2023: Amendments to HKAS 1, HKAS 8 and HKAS 12 Narrow-scope Amendments Amendments to HKAS 12 International Tax Reform – Pillar Two Model Rules Amendments to HKAS 1 and Disclosure of Accounting Policies HKFRS Practice Statement 2 HKFRS 17 and Amendments to HKFRS 17 Insurance Contracts HK(IFRIC)-Interpretation 22 Foreign Currency Transactions and Advance Consideration The Group previously accounted for deferred taxation on leases that results in a similar outcome in the consolidated financial statements of the Group following the adoption of the “Narrow-scope Amendments (Amendments to HKAS 1, HKAS 8 and HKAS 12)”, except that the deferred tax asset or liability was recognised on a net basis prior to offsetting as permitted in HKAS 12. Following the adoption of these amendments in the Group’s accounting policies, the Group has recognised deferred tax assets in relation to its lease liabilities and deferred tax liabilities in relation to its right-of-use assets separately. The key impact for the Group relates to the disclosure of the deferred tax assets and liabilities recognised, this includes the restatement of opening balances and movements, as set out in note 30. There is no impact to the Group’s consolidated statement of financial position as of 31st December 2023, 31st December 2022 and 1st January 2022, the results and the earnings per share for the year ended 31st December 2023 and 2022. Except for Amendments to HKAS 1, HKAS 8 and HKAS 12, none of the revised standards and interpretation had a significant effect on the Group’s consolidated financial statements or accounting policies. (b) The Group has not early adopted the following relevant revised standards and interpretation that have been issued but are effective for annual periods beginning on or after 1st January 2024 and such standards have not been applied in preparing these consolidated financial statements. 1 Amendments to HKAS 1 Classification of Liabilities as Current and Non-current 1 Amendments to HKAS 1 Non-current Liabilities with Covenants Amendments to HKFRS 16 Lease Liability in a Sale and Leaseback1 HK-Interpretation 5 (2020) Presentation of Financial Statements – Classification by the Borrower 1 of a Term Loan that Contains a Repayment on Demand Clause 1 Amendments to HKAS 7 and HKFRS 7 Supplier Finance Arrangements 2 Amendments to HKAS 21 Lack of Exchangability Amendments to HKFRS 10 and HKAS 28 Sale or Contribution of Assets between an Investor and 3 its Associate or Joint Venture 1 To be applied by the Group from 1st January 2024. 2 To be applied by the Group from 1st January 2025. 3 The effective date is to be determined. None of these revised standards and interpretation are expected to have a significant effect on the Group’s consolidated financial statements. 147
NOTES TO THE FINANCIAL STATEMENTS 1. Changes in Accounting Policies and Disclosures (continued) (c) In December 2021, the Organisation for Economic Co-operation and Development (“OECD”) issued model rules for a new global minimum tax framework (“Pillar Two”) (i.e. BEPS 2.0), and various governments around the world have issued, or are in the process of issuing, legislation on this. The ultimate holding company of the Group is in the process of assessing the full impact of this in various regions that the Group has operations. The HKSAR Government and the respective governments of the Group’s major operating regions have not enacted the legislation on Pillar Two as of the date of approval of these 2023 financial statements. (d) On 22nd February 2023, the Hong Kong Institute of Certified Public Accountants published the Financial Reporting Alert 44 to highlight the potential accounting impact of the abolition of the Mandatory Provident Fund (“MPF”) – Long Service Payment (“LSP”) offsetting mechanism on entities in Hong Kong and, in particular, two broad tentative approaches to analyse the issue. The Group has adopted the approach to treat the offsetable accrued benefits as deemed employee contributions. Under this approach, the accrued benefits arising from employer’s MPF contributions that have been vested with the employees and which would be used to offset the respective employees’ LSP benefits are treated as a deemed contribution towards the employee’s LSP benefits. Based on the preliminary assessment, the financial impact to the Group is not material during the year and as at 31st December 2023. 2. Financial Risk Management Financial risk factors In the normal course of business the Group is exposed to financial risks attributable to interest rates, currencies, credit and liquidity. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. (i) Interest rate exposure The Group’s interest rate risk arises primarily from borrowings. Borrowings at variable rates expose the Group to cash flow interest rate risk. Borrowings at fixed rates expose the Group to fair value interest rate risk. The Group earns interest income on cash deposits and some loans due from joint venture and associated companies. The Group uses interest rate swaps to manage its long-term interest rate exposure. The impact on the Group’s consolidated statements of profit or loss and other comprehensive income of a 100 basis-points increase or decrease in market interest rates from the rates applicable at 31st December, with all other variables held constant, would have been: 100 basis-points 100 basis-points increase in decrease in interest rates interest rates HK$M HK$M At 31st December 2023 Impact on profit or loss: (losses)/gains (83) 83 Impact on other comprehensive income: gains/(losses) 99 (102) At 31st December 2022 Impact on profit or loss: (losses)/gains (34) 34 Impact on other comprehensive income: gains/(losses) 4 (3) 148
SWIRE PROPERTIES ANNUAL REPORT 2023 2. Financial Risk Management (continued) (i) Interest rate exposure (continued) This analysis is based on a hypothetical situation, as in practice market interest rates rarely change in isolation, and should not be considered a projection of likely future profit or losses. The analysis assumes the following: – Changes in market interest rates affect the interest income or expense of floating rate financial instruments – Changes in market interest rates only affect interest income or expense in relation to fixed rate financial instruments if these are recognised at fair value – Changes in market interest rates affect the fair value of derivative financial instruments – All other financial assets and liabilities are held constant (ii) Currency exposure The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to US dollars and Chinese Renminbi. Foreign exchange risk arises from the foreign currency denomination of commercial transactions, assets and liabilities, and net investments in foreign operations. The Group is not subject to any significant foreign currency risk as the revenue, expenses and borrowings of the Group’s foreign operating subsidiaries are denominated in the functional currencies of those operations. However, the Group is exposed to insignificant foreign exchange risk on US dollar medium-term notes and the Group managed this exposure by hedging through cross-currency swap contracts entered by the Group. Exposure arising from the Group’s investments in operating subsidiaries with net assets denominated in foreign currencies is reduced, where practical, by providing funding in the same currency. Foreign currency funding and deposit exposure is monitored by the treasury department on a continuous basis. The Finance Director of the Group approve all foreign currency hedges prior to implementation. The impact on the Group’s consolidated statements of profit or loss and other comprehensive income of a strengthening or weakening in the Hong Kong dollar against the US dollar from the year-end rate of 7.8141 (2022: 7.7974), with all other variables held constant, would have been: Strengthening in Weakening in HKD to lower HKD to upper peg limit (7.75) peg limit (7.85) HK$M HK$M At 31st December 2023 Impact on profit or loss – – Impact on other comprehensive income: gains/(losses) 2 (1) At 31st December 2022 Impact on profit or loss – – Impact on other comprehensive income – – 149
NOTES TO THE FINANCIAL STATEMENTS 2. Financial Risk Management (continued) (ii) Currency exposure (continued) The analysis is based on a hypothetical situation, as in practice market exchange rates rarely change in isolation, and should not be considered a projection of likely future profits or losses. The analysis assumes the following: – All foreign currency cash flow hedges are highly effective – Currency risk does not arise from financial assets or liabilities denominated in the functional currencies of the Company and its subsidiary companies – Currency risk does not arise from financial instruments that are non-monetary items (iii) Credit exposure The Group’s credit risk is primarily attributable to trade and other receivables, derivative financial instruments, receivables from joint venture companies and associated companies and cash and deposits with banks and financial institutions. Risk management The exposure to these credit risks is closely monitored on a continuous basis by reference to established credit policies. For banks and financial institutions, only independently rated parties with investment grade credit ratings are accepted as counterparties. Tenants are assessed and rated based on their credit quality, taking into account their financial position, past experience and other factors. The Group does not grant credit terms to its customers, except to corporate customers in the hotel division where commercial trade credit terms are given. The Group also holds non-interest-bearing rental deposits as security against trade debtors. In addition, the Group and the Company monitor the exposure to credit risk in respect of the financial assistance provided to subsidiaries, joint venture and associated companies through exercising control, joint control or significant influence over their financial and operating policy decisions and reviewing their financial positions on a regular basis. The Group has the following major types of assets that are subject to the expected credit loss model: – Trade receivables – Other financial assets at amortised cost Trade receivables The Group applies the HKFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for trade receivables. As the Group’s historical credit loss experience does not indicate different loss patterns for different customer segments, the loss allowance based on past due status is not further distinguished among the Group’s different customer segments. The expected loss rates are based on historical payment profiles. These rates are adjusted to reflect current and forward-looking information about economic conditions. Trade receivables are written off when there is no reasonable expectation of recovery. Indicators include the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments for a period of greater than 120 days past due. Impairment charges on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited to the same line item. Other financial assets at amortised cost Other financial assets at amortised cost include other receivables and loans due from related parties. Loans due from joint venture, associated and other related companies are considered to have low credit risk as the financial positions and performances of these companies are regularly monitored and reviewed by management of the Group. 150
SWIRE PROPERTIES ANNUAL REPORT 2023 2. Financial Risk Management (continued) (iv) Liquidity exposure The Group takes liquidity risk into consideration when deciding its sources of funds and their tenors, so as to avoid over reliance on funds from any one source and to prevent substantial refinancing in any one period. Cash flow forecasting is performed in the operating entities of the Group and aggregated by the head office. The head office monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and, if applicable, external regulatory or legal requirements. The tables below analyse the contractual undiscounted cash flows of the Group’s non-derivative financial liabilities and net- settled derivative financial liabilities by relevant maturity groupings based on the remaining periods at the year-end date to the earliest contractual maturity dates. At 31st December 2023 Total More than More than contractual Within 1 year but 2 years but Carrying undiscounted 1 year or less than less than More than Note amount cash flow on demand 2 years 5 years 5 years HK$M HK$M HK$M HK$M HK$M HK$M Trade creditors 26 1,046 1,046 1,046 – – – Rental deposits from tenants 26 2,965 2,965 871 586 1,158 350 Other payables 26 5,138 5,138 5,138 – – – Put option in respect of a non-controlling interest 26 613 613 613 – – – Lease liabilities 27 607 701 99 100 215 287 Borrowings (including interest obligations) 28 41,169 45,531 9,053 7,207 26,830 2,441 Derivative financial instruments 29 22 22 – – 22 – Financial guarantee contracts 38 – 4,069 4,069 – – – 51,560 60,085 20,889 7,893 28,225 3,078 At 31st December 2022 Total More than More than contractual Within 1 year but 2 years but Carrying undiscounted 1 year or less than less than More than Note amount cash flow on demand 2 years 5 years 5 years HK$M HK$M HK$M HK$M HK$M HK$M Trade creditors 26 812 812 812 – – – Rental deposits from tenants 26 2,715 2,715 840 551 1,011 313 Other payables 26 5,890 5,890 5,890 – – – Put option in respect of a non-controlling interest 26 590 590 590 – – – Lease liabilities 27 614 715 98 89 228 300 Borrowings (including interest obligations) 28 22,835 25,520 1,369 2,518 16,496 5,137 Financial guarantee contracts 38 – 4,254 4,254 – – – 33,456 40,496 13,853 3,158 17,735 5,750 151
NOTES TO THE FINANCIAL STATEMENTS 3. Critical Accounting Estimates and Judgements Estimates and judgements used in preparing the financial statements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, inevitably, seldom be equal to the related actual results. The estimates and assumptions that have a significant effect on the carrying amounts of assets and liabilities are discussed in the relevant notes as follows: (a) Impairment of property, plant and equipment (note 15) (b) Fair value of investment properties (note 16) (c) Impairment of goodwill (note 17) 4. Revenue Accounting Policy Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain benefits from the good or service. Provided the collectability of the related receivable is probable, revenue is recognised as follows: (a) Rental income is recognised when a lease commences. According to the contractual terms, leased properties do not have alternative uses to the Group after the leasing period stipulated in the signed tenancy agreements commence. Rental income is recognised on a straight-line basis over the shortest of (i) the remaining lease term, (ii) the period to the next rent review date and (iii) the period from the commencement date of the lease to the first break option date (if any), exclusive of any turnover rent (if applicable) and other charges and reimbursements (if any). Where the lease includes a rent-free period, the rental income foregone is allocated evenly over the lease term. Turnover rent is recognised when the lessee’s revenue transaction is recognised. Rental income forgiven (not recognised as an expected credit loss of operating lease receivables) is treated as a lease modification, and the revised future lease income under the new lease, including any prepaid or accrued lease income relating to the original lease is subsequently recognised as income on a straight-line basis. (b) The Group develops and sells residential properties. Revenue is recognised when control over the property has been transferred to the buyers. According to the contractual terms, the properties generally do not have alternative uses to the Group after the signing of sales contracts with the buyers. However, in Hong Kong and the U.S.A., an enforceable right to payment does not arise until legal title of the property has been transferred to the buyer. Therefore, revenue is recognised upon completion of the transfer of legal title to the buyer. (c) Sale of goods are recognised when control of the goods has transferred, being when the goods are delivered to the customer, the customer has full discretion over the use of the goods, and there is no unfulfilled obligation that could affect the customer’s acceptance of the goods. Sales of food and beverages happen at a point in time and do not include any significant separate performance obligations. (d) Sales of services, including services provided by hotel operations and estate management, are recognised when the services are rendered. Revenue is recognised over time rather than at a point in time. The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust transaction prices for the time value of money. 152
SWIRE PROPERTIES ANNUAL REPORT 2023 4. Revenue (continued) Accounting Policy (continued) Definition of terms Contract asset: An entity’s right to consideration in exchange for goods or services that the entity has transferred to a customer when that right is conditional on something other than the passage of time (for example, the entity’s future performance). Contract liability: An entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. When the Group enters into sale and purchase contracts for properties or sale contracts for services other than tenancy agreements, if the performance obligations fulfilled by the Group exceed the total payments received to date, a contract asset is recognised; if the total payments received to date exceed the performance obligation fulfilled, a contract liability is recognised. Deposits received upon signing of sale and purchase contracts, or sale contracts are recognised as contract liabilities. Contract asset and contract liability are defined in HKFRS 15 “Revenue from Contracts with Customers”. These two terms do not apply to rental income from lease agreements, which is specifically excluded from the scope of HKFRS 15. Revenue represents sales by the Company and its subsidiary companies to external customers which comprises: 2023 2022 HK$M HK$M Gross rental income from investment properties 13,408 12,226 Property trading 166 921 Hotels 979 565 Rendering of other services 117 114 14,670 13,826 2023 2022 HK$M HK$M Revenue recognised in the current reporting period that was related to the contract liability balance at the beginning of the year 14 120 Of the contract liabilities of HK$5 million outstanding at 31st December 2023 (2022: HK$14 million), HK$5 million (2022: HK$14 million) is expected to be recognised as revenue within one year. The following table shows unsatisfied performance obligations resulting from contracts with customers. 2023 2022 HK$M HK$M Aggregate amount of the transaction price allocated to revenue contracts that are partially or fully unsatisfied at the end of the year 46 90 Of the amount disclosed above at 31st December 2023, HK$46 million (2022: HK$90 million) is expected to be recognised as revenue within one year. 153
NOTES TO THE FINANCIAL STATEMENTS 5. Cost of Sales 2023 2022 HK$M HK$M Direct rental outgoings in respect of investment properties that – generated rental income 2,984 2,798 – did not generate rental income 282 199 3,266 2,997 Property trading 119 621 Hotels 899 685 4,284 4,303 6. Other Net (Losses)/Gains 2023 2022 HK$M HK$M Gains arising from the acquisition of interests in joint venture companies 551 – (Losses)/Gains on disposal of investment properties (16) 31 Losses on disposal of property, plant and equipment (2) – (Losses)/Gains on disposal of assets classified as held for sale (44) 20 Change in fair value of assets classified as held for sale (442) 48 Net foreign exchange losses (240) (107) Government subsidies 8 31 Others 71 56 (114) 79 7. Expenses by Nature Expenses included in cost of sales, administrative and selling expenses, and other operating expenses are analysed as follows: 2023 2022 HK$M HK$M Impairment charged on trade receivables* 40 341 Depreciation of property, plant and equipment (note 15) 275 232 Depreciation of right-of-use assets – leasehold land held for own use 29 25 – property 49 39 Amortisation of – intangible assets (note 17) 66 53 – initial leasing costs in respect of investment properties 96 79 Staff costs 2,115 1,899 Other lease expenses** 31 32 Auditors’ remuneration – audit services 14 11 – tax services 2 3 – other services 4 3 * These impairments include expected credit losses on the operating lease receivables in relation to the forgiveness of lease payments, i.e. rent concessions granted to tenants during the year, under HKFRS 9 of HK$36 million (2022: HK$319 million). ** These expenses relate to short-term leases and leases of low-value assets. They are directly charged to the consolidated statement of profit or loss and are not included in the measurement of lease liabilities under HKFRS 16. 154
SWIRE PROPERTIES ANNUAL REPORT 2023 8. Segment Information The Group is organised on a divisional basis: Property investment, Property trading and Hotels. The reportable segments within each of the three divisions are classified according to the nature of the business. Accounting Policy Segment information is reported in a manner consistent with the Group’s internal financial reporting provided to the Executive Directors for making strategic decisions. A reportable segment comprises either one or more operating segments which can be aggregated together because they share similar economic characteristics or single operating segments which are discloseable separately because they cannot be aggregated or because they exceed certain quantitative thresholds. (a) Information about reportable segments Analysis of Consolidated Statement of Profit or Loss Operating Share of Profit/ Depreciation profit/(losses) profit less Share of (Losses) and Inter- after losses of profit less Profit/ attributable amortisation External segment depreciation joint losses of (Losses) Profit/ to the charged to revenue revenue and Finance Finance venture associated before (Losses) for Company’s operating HK$M HK$M amortisation charges income companies companies taxation Taxation the year shareholders profit HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M Year ended 31st December 2023 Property investment 13,525 3 8,201 (725) 203 866 7 8,552 (1,117) 7,435 7,325 (314) Property trading 166 – (89) – 15 (46) – (120) (52) (172) (169) – Hotels 979 5 (103) (13) – (29) 31 (114) 13 (101) (100) (201) Change in fair value of investment properties – – (2,829) – – (667) (454) (3,950) (461) (4,411) (4,419) – Inter-segment elimination – (8) – – – – – – – – – – 14,670 – 5,180 (738) 218 124 (416) 4,368 (1,617) 2,751 2,637 (515) Year ended 31st December 2022 Property investment 12,340 3 8,273 (359) 171 1,018 – 9,103 (974) 8,129 8,025 (247) Property trading 921 – 209 – 1 (18) 66 258 (87) 171 171 – Hotels 565 4 (259) – – (67) (54) (380) 38 (342) (341) (181) Change in fair value of investment properties – – 801 – – 510 – 1,311 (1,042) 269 125 – Inter-segment elimination – (7) – – – – – – – – – – 13,826 – 9,024 (359) 172 1,443 12 10,292 (2,065) 8,227 7,980 (428) Note: Sales between business segments are accounted for at competitive prices charged to unaffiliated customers for similar goods and services. 155
NOTES TO THE FINANCIAL STATEMENTS 8. Segment Information (continued) (a) Information about reportable segments (continued) Analysis of total assets of the Group Joint Bank Additions to Segment venture Associated deposits Total non-current assets companies* companies* and cash assets assets (Note) HK$M HK$M HK$M HK$M HK$M HK$M At 31st December 2023 Property investment 289,079 25,799 8,366 4,854 328,098 3,206 Property trading 10,869 6,057 2,167 127 19,220 – Hotels 4,594 2,201 259 116 7,170 67 304,542 34,057 10,792 5,097 354,488 3,273 At 31st December 2022 Property investment 278,255 35,439 – 4,252 317,946 7,689 Property trading 9,911 2,762 285 164 13,122 – Hotels 4,107 1,661 240 86 6,094 34 292,273 39,862 525 4,502 337,162 7,723 * The assets relating to joint venture and associated companies include the loans due from these companies. Note: In this analysis, additions to non-current assets during the year exclude joint venture and associated companies, financial assets at fair value through profit or loss and other comprehensive income, financial instruments, deferred tax assets and retirement benefit assets. Analysis of total liabilities and non-controlling interests of the Group Current and Non- Segment deferred tax External Lease Total controlling liabilities liabilities borrowings liabilities liabilities interests HK$M HK$M HK$M HK$M HK$M HK$M At 31st December 2023 Property investment 8,196 14,370 25,396 599 48,561 3,025 Property trading 1,670 89 14,422 – 16,181 1 Hotels 237 1 1,351 8 1,597 41 10,103 14,460 41,169 607 66,339 3,067 At 31st December 2022 Property investment 8,529 11,413 14,685 614 35,241 3,017 Property trading 1,326 20 7,782 – 9,128 2 Hotels 167 – 368 – 535 28 10,022 11,433 22,835 614 44,904 3,047 156
SWIRE PROPERTIES ANNUAL REPORT 2023 8. Segment Information (continued) (a) Information about reportable segments (continued) Analysis of external revenue of the Group – Timing of revenue recognition Rental At a point income in time Over time on leases Total HK$M HK$M HK$M HK$M Year ended 31st December 2023 Property investment – 117 13,408 13,525 Property trading 166 – – 166 Hotels 465 514 – 979 631 631 13,408 14,670 Year ended 31st December 2022 Property investment – 114 12,226 12,340 Property trading 921 – – 921 Hotels 331 234 – 565 1,252 348 12,226 13,826 (b) Information about geographical areas The activities of the Group are principally based in Hong Kong, the Chinese Mainland and the U.S.A. An analysis of revenue and non-current assets of the Group by principal markets is outlined below: Revenue Non-current assets (Note) 2023 2022 2023 2022 HK$M HK$M HK$M HK$M Hong Kong 9,136 9,319 224,443 229,330 Chinese Mainland 5,034 3,648 59,436 42,612 U.S.A. and elsewhere 500 859 6,648 6,489 14,670 13,826 290,527 278,431 Note: In this analysis, the total of non-current assets exclude joint venture and associated companies (and loans advanced to these companies), financial assets at fair value through profit or loss and other comprehensive income, financial instruments, deferred tax assets and retirement benefit assets. Of the joint venture and associated companies balances, HK$7,635 million (2022: HK$7,668 million) is based in Hong Kong, HK$21,566 million (2022: HK$16,797 million) is based in the Chinese Mainland and HK$658 million (2022: HK$597 million) is based in U.S.A. and elsewhere. 157
NOTES TO THE FINANCIAL STATEMENTS 9. Directors’ and Executive Officers’ Emoluments (a) The total emoluments of Directors of the Company disclosed pursuant to section 383 (1) of the Hong Kong Companies Ordinance and the Companies (Disclosure of Information about Benefits of Directors) Regulation are as follows: Cash Non-cash Discretionary bonus paid Housing Discretionary Retirement into and other bonus Allowance scheme retirement benefits Total Total Salary Fees (note (i)) and benefits contributions scheme (note (ii)) 2023 2022 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 For the year ended 31st December 2023 Executive Directors Guy Bradley (Chairman) (note (iii)) 630 – 432 11 190 432 829 2,524 1,919 Tim Blackburn (note (iv)) 3,920 – 2,434 3,294 1,181 2,434 322 13,585 9,723 Fanny Lung (note (iv)) 4,039 – 3,405 1,188 1,513 – – 10,145 7,416 Mabelle Ma 3,699 – 2,465 798 514 – 91 7,567 6,990 Non-Executive Directors Adam Fenwick – – – – – – – – – Raymond Lim – 575 – – – – – 575 575 Martin Murray – – – – – – – – – Richard Sell (note (v)) – – – – – – – – – Merlin Swire – – – – – – – – – Independent Non-Executive Directors Lily Cheng – 761 – – – – – 761 761 Thomas Choi – 695 – – – – – 695 684 Spencer Fung – 741 – – – – – 741 726 Jinlong Wang (note (vi)) – 203 – – – – – 203 575 May Wu – 843 – – – – – 843 843 Angela Zhu (note (vii)) – 373 – – – – – 373 – Total 2023 12,288 4,191 8,736 5,291 3,398 2,866 1,242 38,012 N/A Total 2022 10,883 4,164 5,139 5,228 2,270 1,271 1,257 N/A 30,212 Notes: (i) The bonuses disclosed above are related to services as Executive Directors for the previous year. (ii) Other benefits include medical and insurance benefits and overseas tax subsidies. (iii) The total emoluments are charged to the Group in accordance with the amount of time spent on its affairs. (iv) The total emoluments are fully charged to the Group. (v) Richard Sell was appointed as a Non-Executive Director of the Company with effect from 17th October 2023. (vi) Jinlong Wang retired as an Independent Non-Executive Director of the Company with effect from the conclusion of the Company’s 2023 annual general meeting held on 9th May 2023 (the “2023 AGM”). (vii) Angela Zhu was appointed as an Independent Non-Executive Director of the Company with effect from the conclusion of the 2023 AGM. 158
SWIRE PROPERTIES ANNUAL REPORT 2023 9. Directors’ and Executive Officers’ Emoluments (continued) (b) Five highest paid individuals The five individuals whose emoluments were the highest in the Group are as follows: Year ended 31st December 2023 2022 Number of individuals: Executive Directors (note (i)) 3 3 Executive Officers (note (ii)) 2 2 5 5 Notes: (i) Details of the emoluments paid to these Executive Directors are included in the disclosure set out in note 9(a) above. (ii) Details of the emoluments paid to the above executive officers are as follows. Year ended 31st December 2023 2022 HK$’000 HK$’000 Cash: Salary 5,901 5,626 Discretionary bonus (Note) 3,523 3,340 Allowance and benefits 714 676 Non-cash: Retirement scheme contributions 820 765 Housing and other benefits 6,723 4,899 17,681 15,306 Note: The bonuses disclosed above are related to services for the previous year. The number of the above Executive Officers whose emoluments fell within the following bands: Year ended 31st December 2023 2022 HK$10,000,001 – HK$10,500,000 1 – HK$8,500,001 – HK$9,000,000 – 1 HK$7,500,001 – HK$8,000,000 1 – HK$6,500,001 – HK$7,000,000 – 1 2 2 159
NOTES TO THE FINANCIAL STATEMENTS 10. Net Finance Charges Accounting Policy Interest costs incurred are charged to the consolidated statement of profit or loss except for those interest charges attributable to the acquisition, construction or production of qualifying assets (i.e. assets that necessarily take a substantial period of time to get ready for their intended use or sale) which are recognised as part of the cost of those assets. Capitalisation of such borrowing costs ceases when the assets are substantially ready for their intended use or sale. Interest income on financial assets at fair value through profit or loss (“FVPL”) is included in the net fair value gains/(losses) on these assets. Interest income on financial assets at amortised cost and financial assets at fair value through other comprehensive income (“FVOCI”) calculated using the effective interest method is recognised on a time proportion basis in the consolidated statement of profit or loss as part of finance income. Interest income is presented as finance income where it is earned from financial assets that are held for cash management purposes. Any other interest income is included in other net gains/(losses). Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for financial assets that subsequently become credit-impaired. For credit-impaired financial assets the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss allowance). Refer to the table with heading “Audited Financial Information” on page 86 for details of the Group’s net finance charges. 11. Taxation Accounting Policy The tax charge comprises current and deferred tax. The tax charge is recognised in the consolidated statement of profit or loss, except to the extent that it relates to items recognised in the consolidated statement of other comprehensive income or directly to equity. The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. 2023 2022 HK$M HK$M HK$M HK$M Current taxation Hong Kong profits tax 494 401 Overseas tax 665 590 Over-provisions in prior years (28) (5) 1,131 986 Deferred taxation (note 30) Change in fair value of investment properties 106 472 Origination and reversal of temporary differences 380 598 Effect of change in tax rate in the U.S.A. – 9 486 1,079 1,617 2,065 Hong Kong profits tax is calculated at 16.5% (2022: 16.5%) on the estimated assessable profits for the year. Overseas tax is calculated at tax rates applicable in jurisdictions in which the Group is assessable for tax. 160
SWIRE PROPERTIES ANNUAL REPORT 2023 11. Taxation (continued) The tax charge on the Group’s profit before taxation differs from the theoretical amount that would arise using the Hong Kong profits tax rate of the Company as follows: 2023 2022 HK$M HK$M Profit before taxation 4,368 10,292 Calculated at a tax rate of 16.5% (2022: 16.5%) 721 1,698 Share of results of joint venture and associated companies 48 (240) Effect of different tax rates in other countries 263 350 Effect of change in tax rate in the U.S.A. – 9 Fair value losses on investment properties 635 189 Income not subject to tax (123) (107) Expenses not deductible for tax purposes 79 95 Unused tax losses not recognised 28 39 Utilisation of previously unrecognised tax losses (12) (3) Recognition of previously unrecognised tax losses (27) (6) Withholding tax 33 46 Over-provisions in prior years (28) (5) Tax charge 1,617 2,065 The Group’s share of joint venture companies’ tax charges of HK$241 million (2022: HK$526 million) and share of associated companies’ tax credits of HK$149 million (2022: tax charges of HK$40 million) respectively are included in the share of results of joint venture and associated companies shown in the consolidated statement of profit or loss. 12. Profit Attributable to the Company’s Shareholders Of the profit attributable to the Company’s shareholders, HK$5,763 million (2022: HK$25,282 million) is dealt with in the financial statements of the Company. 13. Dividends Accounting Policy Dividend distributions to the Company’s shareholders are recognised as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders or declared by the Company’s Directors, where appropriate. 2023 2022 HK$M HK$M First interim dividend paid on 12th October 2023 of HK$0.33 per share (2022: HK$0.32) 1,931 1,872 Second interim dividend declared on 14th March 2024 of HK$0.72 per share (2022: HK$0.68) 4,212 3,978 6,143 5,850 The second interim dividend is not accounted for in 2023 because it had not been declared or approved at the year-end date. The actual amount payable in respect of 2023 will be accounted for as an appropriation of the revenue reserve in the year ending 31st December 2024 when declared. 161
NOTES TO THE FINANCIAL STATEMENTS 14. Earnings Per Share (Basic and Diluted) Basic earnings per share is calculated by dividing the profit attributable to the Company’s shareholders of HK$2,637 million (2022: HK$7,980 million) by the daily weighted average number of 5,850,000,000 ordinary shares in issue during 2023 (2022: 5,850,000,000 ordinary shares). Diluted earnings per share is equal to basic earnings per share as there was no dilutive potential share outstanding for the years ended 31 December 2023 (2022: same). 15. Property, Plant and Equipment Accounting Policy Property, plant and equipment is carried at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. With the exception of freehold land, all other items of property, plant and equipment are depreciated at rates sufficient to write off their original costs to estimated residual values using the straight-line method over their anticipated useful lives in the following manner: Buildings 2% to 5% per annum Plant and equipment 10% to 33⼀搀% per annum The assets’ expected useful lives and residual values are regularly reviewed and adjusted, if appropriate, at the end of each reporting period to take into account operational experience and changing circumstances. On the transfer of owner-occupied property to investment property, increases in the carrying amount arising on revaluation of land and buildings are credited to the consolidated statement of other comprehensive income and shown as property revaluation reserve in shareholders’ equity. Decreases that offset previous increases of the same asset are charged in the consolidated statement of other comprehensive income and debited against property revaluation reserve directly in equity; all other decreases are charged to the consolidated statement of profit or loss. Gains and losses on disposals are determined by comparing the proceeds with the carrying amounts and are recognised within other net gains/(losses) in the consolidated statement of profit or loss. When revalued assets are sold, the amounts included in the property revaluation reserve are transferred to revenue reserve. Critical Accounting Estimates and Judgements At each reporting date or whenever a change in circumstances occurs, both internal and external sources of information are considered to assess whether there is an indication that assets are impaired. If such an indication exists, the recoverable amount of the asset is estimated using fair value less costs of disposal and/or value in use calculations as appropriate. If the carrying amount of an asset exceeds its recoverable amount, an impairment charge is recognised to reduce the asset to its recoverable amount. Such impairment charges are recognised in the consolidated statement of profit or loss within other net gains/(losses). 162
SWIRE PROPERTIES ANNUAL REPORT 2023 15. Property, Plant and Equipment (continued) Land and Plant and buildings equipment Total HK$M HK$M HK$M Cost: At 1st January 2023 4,165 2,012 6,177 Translation differences (45) (12) (57) Acquisition of subsidiary companies (note 43) 488 144 632 Additions 9 208 217 Disposals – (40) (40) Net transfers to investment properties (note 16) (126) – (126) Revaluation surplus 46 – 46 At 31st December 2023 4,537 2,312 6,849 Accumulated depreciation and impairment: At 1st January 2023 1,398 1,614 3,012 Translation differences (11) (3) (14) Charge for the year (note 7) 114 161 275 Disposals – (38) (38) Transfers to investment properties (note 16) (30) – (30) At 31st December 2023 1,471 1,734 3,205 Net book value: At 31st December 2023 3,066 578 3,644 Cost: At 1st January 2022 4,307 1,978 6,285 Translation differences (152) (69) (221) Additions 10 115 125 Disposals – (12) (12) At 31st December 2022 4,165 2,012 6,177 Accumulated depreciation and impairment: At 1st January 2022 1,353 1,551 2,904 Translation differences (61) (51) (112) Charge for the year (note 7) 106 126 232 Disposals – (12) (12) At 31st December 2022 1,398 1,614 3,012 Net book value: At 31st December 2022 2,767 398 3,165 At 31st December 2023, property, plant and equipment of HK$460 million (2022: nil) are pledged as security for secured loans and other borrowings. Refer to the table with heading “Audited Financial Information” on page 86 for details of the Group’s capitalised interest rates and the amount of interest capitalised. 163
NOTES TO THE FINANCIAL STATEMENTS 16. Investment Properties Accounting Policy Investment property comprises freehold land, leasehold land and buildings held for long-term rental yields or for capital appreciation or for both, and that are not occupied by the Group. Property held by the lessee as a right-of-use asset is classified and accounted for as an investment property when the rest of the definition of investment property is met. Investment properties (including those under development) are carried at fair value and are valued twice a year. The majority of investment properties are valued by independent valuers. The valuations are performed in accordance with the HKIS Valuation Standards 2020 published by The Hong Kong Institute of Surveyors and are on the basis of market value related to individual properties, and separate values are not attributed to land and buildings. These values represent their fair values in accordance with HKFRS 13. Land and buildings that are being developed for future use as investment properties and investment properties that are being redeveloped for continuing use as investment properties are measured at fair value and included as investment properties under development. Changes in fair values are recognised in the consolidated statement of profit or loss. Subsequent expenditure is charged to an investment property’s carrying amount only when it is probable that future economic benefits associated with that expenditure will flow to the Group and the cost can be measured reliably. All other repair and maintenance costs in respect of an investment property are expensed in the consolidated statement of profit or loss during the financial period in which they are incurred. If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment or leasehold land under right-of-use assets, and its fair value at the date of reclassification becomes its deemed cost for accounting purposes. Expenditure incurred in leasing out the Group’s investment properties during development is deferred and amortised on a straight-line basis in the consolidated statement of profit or loss upon occupation of the property over a period not exceeding the term of the leases. Critical Accounting Estimates and Judgements Cushman & Wakefield Limited, an independent property valuer, was engaged to carry out a valuation of the major portion of the Group’s investment property portfolio at 31st December 2023. This valuation was carried out in accordance with the HKIS Valuation Standards 2020 published by The Hong Kong Institute of Surveyors, which define market value as “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties each acted knowledgeably, prudently and without compulsion”. The assumptions are principally in respect of market rents and yields. Management has reviewed the independent property valuation and compared it with its own assumptions, with reference to comparable sales transaction data where such information is available, and has concluded that the independent property valuation of the Group’s investment property portfolio is reasonable. 164
SWIRE PROPERTIES ANNUAL REPORT 2023 16. Investment Properties (continued) Under Completed Development Total HK$M HK$M HK$M At 1st January 2023 248,114 23,077 271,191 Translation differences (1,144) (56) (1,200) Acquisition of subsidiary companies (note 43) 15,230 – 15,230 Additions 975 1,957 2,932 Cost written back (55) – (55) Disposals (4,006) – (4,006) Net transfers from property, plant and equipment (note 15) 96 – 96 Net transfers to right-of-use assets (80) (8) (88) Net fair value losses (2,344) (485) (2,829) 256,786 24,485 281,271 Add: Initial leasing costs 192 – 192 At 31st December 2023 256,978 24,485 281,463 At 1st January 2022 236,703 31,112 267,815 Translation differences (3,279) (170) (3,449) Additions 935 6,806 7,741 Cost written back (367) (53) (420) Disposals (269) – (269) Transfer between categories 15,629 (15,629) – Net transfers from right-of-use assets – 2 2 Transfer to assets classified as held for sale (474) – (474) Disposal of subsidiary companies – (556) (556) Net fair value (losses)/gains (764) 1,565 801 248,114 23,077 271,191 Add: Initial leasing costs 177 – 177 At 31st December 2022 248,291 23,077 271,368 165
NOTES TO THE FINANCIAL STATEMENTS 16. Investment Properties (continued) Geographical Analysis of Investment Properties 2023 2022 HK$M HK$M Held in Hong Kong On medium-term leases (10 to 50 years) 30,994 30,688 On long-term leases (over 50 years) 189,043 194,283 220,037 224,971 Held in the Chinese Mainland On short-term leases (less than 10 years) 975 49 On medium-term leases (10 to 50 years) 54,989 41,122 55,964 41,171 Held in the U.S.A. Freehold 5,270 5,049 281,271 271,191 At 31st December 2023, investment properties of HK$14,948 million (2022: nil) are pledged as security for secured loans and other borrowings. On 17th November 2023, the Group and the Securities and Futures Commission entered into sale and purchase agreements for the sale of the Group’s interest in the 42nd to 54th floors (excluding the 49th floor) of the One Island East office tower in Hong Kong, for a total cash consideration of HK$5,400 million. Sale of the 45th to 54th floors (excluding the 49th floor) was completed in December 2023 and a loss on disposal was recognised in the consolidated statement of profit or loss during the year. The 42nd to 44th floors of One Island East with a total fair value of HK$1,342 million, are included in the investment properties at 31st December 2023. The sale of each of these floors will be completed in accordance with the terms specified in the sale and purchase agreements before the end of 2028. Additions include capital expenditure in response to climate change. Such expenditure is intended to reduce carbon emission and energy use, with a view to mitigating climate-related risks and to meet carbon reduction targets. For further details, refer to the Sustainable Development section on pages 127 to 135. Refer to the table with heading “Audited Financial Information” on page 86 for details of the Group’s capitalised interest rates and the amount of interest capitalised. Valuation processes and techniques underlying management’s estimate of fair value The Group’s investment properties were valued at their fair values at 31st December 2023. 96% by value were valued by Cushman & Wakefield Limited and 2% by value were valued by another independent valuer, in each case on the basis of market value. The independent professionally qualified valuers hold recognised relevant professional qualifications in the jurisdictions in which they valued the Group’s investment properties and have recent experience in the locations and types of investment properties valued. The remaining properties were valued by management. The current use of the investment properties equates to the highest and best use. The valuation of the Group’s completed investment property portfolio is derived by capitalising the rental income derived from existing tenancies with due provision for reversionary income potential and by making reference to recent comparable sales transactions available in the relevant property market. The valuation of the Group’s investment properties under development is derived by making reference to market capitalisation rates and recent comparable sales transactions in the relevant property market (on the assumption that the properties had already been completed at the valuation date). It also takes into account the construction cost already incurred and the estimated cost to be incurred to complete the project plus the developer’s estimated profit and a margin for risk. 166
SWIRE PROPERTIES ANNUAL REPORT 2023 16. Investment Properties (continued) Valuation processes and techniques underlying management’s estimate of fair value (continued) The fair values of the Group’s investment properties are sensitive to changes in both observable and unobservable inputs. If capitalisation rates increase, the fair values decrease. If market rents increase, the fair values increase. If estimated costs to complete or the developer’s estimated profit and margin for risk increase, the fair values decrease. The opposite is true for decreases in these inputs. There are inter-relationships between observable and unobservable inputs. Expected vacancy rates may have an impact on yields, with higher vacancy rates resulting in higher yields. For investment properties under development, increases in construction costs that enhance the properties’ features may result in an increase in future rental values. An increase in future rental income may be linked with higher costs. The Group reviews the valuations performed by the independent valuers for financial reporting purposes. Discussions of valuation processes and results are held between management and the independent valuers at least once every half year, in line with the Group’s half year reporting dates. Fair value hierarchy The Group’s investment properties are measured at fair value and categorised within the fair value hierarchy as follows: Completed Under Development Chinese Chinese 2023 Hong Kong Mainland U.S.A. Total Hong Kong Mainland Total Total HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M Level 2 1,122 417 – 1,539 5,588 – 5,588 7,127 Level 3 197,756 52,221 5,270 255,247 15,571 3,326 18,897 274,144 Total 198,878 52,638 5,270 256,786 21,159 3,326 24,485 281,271 Add: initial leasing costs 192 At 31st December 2023 281,463 Completed Under Development Chinese Chinese 2022 Hong Kong Mainland U.S.A. Total Hong Kong Mainland Total Total HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M Level 2 1,141 193 – 1,334 5,761 – 5,761 7,095 Level 3 204,017 37,714 5,049 246,780 14,052 3,264 17,316 264,096 Total 205,158 37,907 5,049 248,114 19,813 3,264 23,077 271,191 Add: initial leasing costs 177 At 31st December 2022 271,368 Notes: The levels in the hierarchy represent the following: Level 2 – Investment properties measured at fair value using inputs other than quoted prices but where those inputs are based on observable market data. Level 3 – Investment properties measured at fair value using inputs not based on observable market data. The above investment properties principally comprise commercial and residential properties completed and under development in Hong Kong and the Chinese Mainland. The Group has other investment property projects, principally the Brickell City Centre mall, in Miami which was completed in 2016. Because of the unique nature of the Group’s investment properties, most of them are valued by reference to a level 3 fair value measurement. 167
NOTES TO THE FINANCIAL STATEMENTS 16. Investment Properties (continued) Fair value hierarchy (continued) The change in level 3 fair value of investment properties during the year is as follows: Completed Under Development Chinese Chinese 2023 Hong Kong Mainland U.S.A. Total Hong Kong Mainland Total Total HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M At 1st January 2023 204,017 37,714 5,049 246,780 14,052 3,264 17,316 264,096 Translation differences – (1,144) 11 (1,133) – (56) (56) (1,189) Acquisition of subsidiary companies – 14,994 – 14,994 – – – 14,994 Additions 682 241 52 975 1,619 338 1,957 2,932 Cost written back (46) – (9) (55) – – – (55) Disposals (4,006) – – (4,006) – – – (4,006) Net transfers (to)/from property, plant and equipment (23) 119 – 96 – – – 96 Net transfers to right-of-use assets (80) – – (80) – – – (80) Net fair value (losses)/gains (2,788) 297 167 (2,324) (100) (220) (320) (2,644) At 31st December 2023 197,756 52,221 5,270 255,247 15,571 3,326 18,897 274,144 Completed Under Development Chinese Chinese 2022 Hong Kong Mainland U.S.A. Total Hong Kong Mainland Total Total HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M At 1st January 2022 191,079 38,997 4,644 234,720 17,985 – 17,985 252,705 Translation differences – (3,261) (1) (3,262) – (170) (170) (3,432) Additions 525 391 17 933 1,865 3,482 5,347 6,280 Cost written back (367) – – (367) (52) – (52) (419) Transfer between categories 15,629 – – 15,629 (6,170) – (6,170) 9,459 Net fair value (losses)/gains (2,849) 1,587 389 (873) 424 (48) 376 (497) At 31st December 2022 204,017 37,714 5,049 246,780 14,052 3,264 17,316 264,096 168
SWIRE PROPERTIES ANNUAL REPORT 2023 16. Investment Properties (continued) Information about level 3 fair value measurements using significant unobservable inputs Fair value Market rent per month1 HK$M Valuation technique HK$ per sq. ft. (lettable) Capitalisation rate At 31st December 2023 Completed Hong Kong 197,756 Income capitalisation Mid 10’s – Low 500’s 2.50% – 4.75% Chinese Mainland 52,221 Income capitalisation Less than 10 – High 200’s 5.50% – 6.50% U.S.A. 5,270 Income capitalisation Less than 10 – Mid 70’s 5.50% – 6.00% Sub-total 255,247 Under development Hong Kong 15,571 Residual2 Low 60’s – Low 100’s 1.20% – 3.75% Chinese Mainland 3,326 Sales comparison – – Sub-total 18,897 Total (Level 3) 274,144 At 31st December 2022 Completed Hong Kong 204,017 Income capitalisation Mid 10’s – Low 500’s 2.50% – 4.75% Chinese Mainland 37,714 Income capitalisation Less than 10 – Mid 200’s 5.50% – 6.25% U.S.A. 5,049 Income capitalisation Less than 10 – Low 70’s 5.00% – 5.50% Sub-total 246,780 Under development Hong Kong 14,052 Residual2 Low 60’s – Low 100’s 1.20% – 3.75% Chinese Mainland 3,264 Sales comparison – – Sub-total 17,316 Total (Level 3) 264,096 1 Market rent is determined in accordance with the definition of that term in the HKIS Valuation Standards 2020 of The Hong Kong Institute of Surveyors, which is “the estimated amount for which all interest in real property should be leased on the valuation date between a willing lessor and a willing lessee on appropriate lease terms in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently, and without compulsion”. It is in effect the rental income (exclusive of usual outgoings) which a property would be expected to earn if it were vacant and available to let. It is not necessarily the same as the rent which a tenant is actually committed to pay. 2 In using the residual method to make fair value measurements of investment properties, two additional unobservable inputs have been used. These are the estimated costs to complete the development and the developer’s estimated profit and margin for risk. 169
NOTES TO THE FINANCIAL STATEMENTS 17. Intangible Assets Accounting Policy (a) Goodwill Goodwill represents the excess of the consideration transferred over the fair value of the Group’s share of the assets transferred, the liabilities incurred to the former owners of the acquired asset and the equity interests issued by the Group. Goodwill is treated as an asset of the entity acquired and, where attributable to a foreign entity, is translated at the period- end closing rate. Goodwill is stated at cost less accumulated impairment. Goodwill is allocated to cash-generating units (“CGUs”) for the purpose of impairment testing, which is performed annually, or more often if an impairment indicator exists. Impairment charges recognised in respect of goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. (b) Computer software Computer software licences acquired are capitalised on the basis of the costs incurred to acquire and bring into use the specific software. These costs are amortised over their estimated useful lives of three to five years. Costs associated with maintaining computer software programmes are recognised as expenses as incurred. Costs that are directly associated with the development of identifiable and unique software products controlled by the Group, and that will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Direct costs include the software development employee costs and an appropriate portion of relevant overheads. Computer software costs recognised as assets are amortised over their estimated useful lives of three to five years. Critical Accounting Estimates and Judgements The Group recognised HK$1,419 million of goodwill when it took control of Taikoo Li Chengdu (formerly known as “Sino-Ocean Taikoo Li Chengdu”) in the Chinese Mainland during the year. The goodwill is mainly attributable to the growth opportunity in the Chinese Mainland. It also represents the premium paid over the market price to obtain control of the business. Goodwill is subject to impairment test at each reporting date and when there is indication that the carrying value may not be recoverable. These tests require the use of estimates to calculate recoverable amounts. The goodwill is allocated to property investment segment of Taikoo Li Chengdu in the Chinese Mainland. Management has determined the recoverable amount of this CGU by assessing the fair value less cost of disposal of the underlying assets. The valuation is considered to be level 3 in the fair value hierarchy due to unobservable inputs used in the valuation. 170
SWIRE PROPERTIES ANNUAL REPORT 2023 17. Intangible Assets (continued) Computer Goodwill Software Others Total HK$M HK$M HK$M HK$M Cost: At 1st January 2023 – 321 205 526 Translation differences (78) – – (78) Acquisition of subsidiary companies (note 43) 1,419 8 – 1,427 Additions – 64 – 64 At 31st December 2023 1,341 393 205 1,939 Accumulated amortisation: At 1st January 2023 – 195 123 318 Amortisation for the year (note 7) – 44 22 66 At 31st December 2023 – 239 145 384 Net book value: At 31st December 2023 1,341 154 60 1,555 Computer Software Others Total HK$M HK$M HK$M Cost: At 1st January 2022 263 205 468 Additions 58 – 58 At 31st December 2022 321 205 526 Accumulated amortisation: At 1st January 2022 163 102 265 Amortisation for the year (note 7) 32 21 53 At 31st December 2022 195 123 318 Net book value: At 31st December 2022 126 82 208 Amortisation of HK$66 million (2022: HK$53 million) is included in cost of sales and administrative expenses in the consolidated statement of profit or loss. Impairment test of goodwill The recoverable amount of CGU in Taikoo Li Chengdu in the Chinese Mainland is determined by using the calculation of the fair value less cost of disposal. It mainly represents the fair value of investment properties of Taikoo Li Chengdu by reference to the valuation performed by independent valuers at each reporting date, less cost of disposals estimated by management based on the Group’s experience with disposal of assets and on industry benchmarks. The results of the impairment test using these inputs show that the recoverable amount exceeds the carrying amount of the CGU. The Group therefore concluded that no impairment was required to such goodwill at 31st December 2023. The main valuation inputs used were effective market rents per month ranging from approximately HK$10 to HK$200 per square feet and capitalisation rates ranging from 5.75% to 6.50% determined by an independent valuer at 31st December 2023 and the cost of disposal estimated by the Group’s management. Reasonably possible changes in the key assumptions would not result in an impairment. 171
NOTES TO THE FINANCIAL STATEMENTS 18. Right-of-use Assets Accounting Policy 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. Leased assets may not be used as security for borrowing purposes. Leases are recognised by lessees as right-of-use assets and corresponding liabilities at the date at which the leased assets are available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the consolidated statement of profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each financial period. Assets and liabilities arising from leases are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: – fixed payments (including in-substance fixed payments), less any lease incentives receivable; – variable lease payments that are based on an index or a rate, initially measured using the index or rate at the commencement date; – amounts expected to be payable by the lessee under residual value guarantees; – the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and – payment of penalties for terminating the lease, if the lease term used in the computation assumes the lessee exercises an option to terminate. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. Right-of-use assets are measured at cost comprising the following: – the amount of the initial measurement of lease liability; – any lease payments made at or before the commencement date less any lease incentives received; – any initial direct costs; and – restoration costs. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. However, if the ownership of the underlying asset is expected to be transferred to the Group by the end of the lease term and if the cost of the right-of-use asset has already included the exercise price of a purchase option, depreciation is calculated on a straight-line basis to write off the cost over the anticipated useful life of the underlying asset to its estimated residual value. Payments by lessees associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as expenses in the consolidated statement of profit or loss. Short-term leases are leases with a lease term of twelve months or less. Low-value assets comprise information technology equipment and small items of office furniture. 172
SWIRE PROPERTIES ANNUAL REPORT 2023 18. Right-of-use Assets (continued) The recognised right-of-use assets relate to the following types of assets: 2023 2022 HK$M HK$M Leasehold land held for own use 2,502 2,340 Property 153 142 2,655 2,482 The Group is the registered owner or occupant of its leasehold land. Upfront payments were made to acquire these interests in land and there are no ongoing payments to be made under the terms of the land leases (so that no lease liabilities are recognised) except, government rents and rates and other payments to the relevant government authorities, which may vary from time to time. Details relating to these interests in land are as follows: Leasehold land held for own use 2023 2022 HK$M HK$M Held in Hong Kong On medium-term leases (10-50 years) 338 345 On long-term leases (over 50 years) 2,065 1,995 2,403 2,340 Held in the Chinese Mainland On medium-term leases (10-50 years) 99 – 2,502 2,340 Lease arrangements for other types of assets are negotiated on an individual asset basis and contain a wide range of different terms and conditions including lease payments and lease terms. At 31st December 2023, right-of-use assets of HK$99 million (2022: nil) are pledged as security for secured loans and other borrowings. Properties occupied by the Group are transferred to investment properties following the end of occupation by the Group. The valuation increase from carrying amount to fair value in respect of such transfers during the year ended 31st December 2023 was HK$46 million (2022: less than HK$1 million). Additions to right-of-use assets during the year ended 31st December 2023 were HK$62 million (2022: HK$107 million). During the year ended 31st December 2023, cash outflows for leases were included in the consolidated statement of cash flows as (a) interest paid of HK$21 million (2022: HK$19 million) under “operating activities”, (b) payment for short-term and low-value assets leases of HK$31 million (2022: HK$32 million) under “operating activities” and (c) principal elements of lease payments of HK$82 million (2022: HK$66 million) under “financing activities”. 173
NOTES TO THE FINANCIAL STATEMENTS 19. Properties Held for Development Accounting Policy Properties held for development comprise freehold land at cost and related costs of preliminary works, less provisions for possible losses. Properties held for development are not expected to be sold or developed within the Group’s normal operating cycle and are classified as non-current assets. 2023 2022 HK$M HK$M Properties held for development Freehold land 989 987 Development cost 221 221 1,210 1,208 20. Joint Venture Companies Accounting Policy Joint venture companies are those companies interests in which are held for the long term; and over which the Group is in a position to exercise joint control with other venturers in accordance with contractual arrangements, and where the Group has rights to the net assets of those companies. The use of the equity method by the Group to account for the investment in joint venture companies is disclosed in the “Basis of Consolidation” of the Accounting Policies on pages 205 to 207. 2023 2022 HK$M HK$M Share of net assets, unlisted 19,276 24,286 Goodwill – 303 Joint venture companies 19,276 24,589 Loans due from joint venture companies less provisions – Interest-free 11,650 13,360 – Interest-bearing at 3% to 11% per annum (2022: 1.7% to 6.5% per annum) 3,131 1,913 14,781 15,273 The loans due from joint venture companies are unsecured and have no fixed terms of repayment. These loans are considered to have low credit risk. The financial positions and performances of these companies are regularly monitored and reviewed by the management of the Group. On 22nd February 2023, the Group completed the second and third Master Agreements to acquire 35% equity interests in existing joint venture companies in Taikoo Li Chengdu in the Chinese Mainland from Sino-Ocean Group Holding Limited and its subsidiaries. The joint venture companies became wholly-owned subsidiaries of the Group at the date of completion. Details of the purchase consideration, the net identifiable assets acquired and goodwill are disclosed in note 43. 174
SWIRE PROPERTIES ANNUAL REPORT 2023 20. Joint Venture Companies (continued) The Group’s share of assets and liabilities and results of joint venture companies is summarised below: 2023 2022 HK$M HK$M Non-current assets 38,587 51,174 Current assets 9,747 7,199 Current liabilities (3,572) (5,587) Non-current liabilities (25,486) (28,500) Net assets 19,276 24,286 Revenue 2,755 3,225 Change in fair value of investment properties (517) 877 Expenses (1,873) (2,133) Profit before taxation 365 1,969 Taxation (241) (526) Profit for the year 124 1,443 Other comprehensive income (195) (1,744) Total comprehensive income for the year (71) (301) Capital commitments and contingencies in respect of joint venture companies are disclosed in notes 37 and 38. The principal joint venture companies of Swire Properties Limited are shown on pages 208 to 210. There are no joint venture companies that are considered individually material to the Group. 21. Associated Companies Accounting Policy Associated companies are those companies over which the Group has significant influence, but not control or joint control, over their management including participation in financial and operating policy decisions, generally accompanying a shareholding representing between 20% and 50% of the voting rights. The use of the equity method by the Group to account for the investment in associated companies is disclosed in the “Basis of Consolidation” of the Accounting Policies on pages 205 to 207. 2023 2022 HK$M HK$M Share of net assets, unlisted 9,913 473 Goodwill Associated companies 670 – 10,583 473 Loans due from associated companies less provisions – Interest-free 169 12 – Interest-bearing at 7.20% per annum (2022: 6.41% per annum) 40 40 209 52 The loans due from associated companies are unsecured and have no fixed terms of repayment, except for an interest-bearing loan due from an associated company of HK$40 million which is repayable in 2027. These loans are considered to have low credit risk. The financial positions and performances of these companies are regularly monitored and reviewed by the management of the Group. 175
NOTES TO THE FINANCIAL STATEMENTS 21. Associated Companies (continued) The Group’s share of assets and liabilities and results of associated companies is summarised below: 2023 2022 HK$M HK$M Non-current assets 10,584 651 Current assets 5,911 383 Current liabilities (5,076) (145) Non-current liabilities (1,506) (416) Net assets 9,913 473 Revenue 286 276 Profit for the year (416) 12 Other comprehensive income 92 – Total comprehensive income for the year (324) 12 The principal associated companies of Swire Properties Limited are shown on pages 208 to 210. There are no associated companies that are considered individually material to the Group. 22. Financial Instruments by Category Accounting Policy Financial Assets (a) Classification The Group classifies its financial assets in the following measurement categories: – those to be measured subsequently at fair value (either through the consolidated statement of other comprehensive income (“OCI”) or through the consolidated statement of profit or loss), and – those to be measured at amortised cost. The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses are either recorded in the consolidated statement of profit or loss or the consolidated statement of OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at FVOCI. The Group reclassifies debt investments when and only when its business model for managing those assets changes. (b) Recognition and derecognition Purchases and sales of financial assets are recognised on their trade date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. (c) Measurement At initial recognition, except for trade debtors, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at FVPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs in respect of financial assets at FVPL are expensed in the consolidated statement of profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest. – Debt instruments: Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments: 176
SWIRE PROPERTIES ANNUAL REPORT 2023 22. Financial Instruments by Category (continued) Accounting Policy (continued) Financial Assets (continued) (c) Measurement (continued) (i) Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in the consolidated statement of profit or loss and presented in other net gains/(losses) together with foreign exchange gains and losses. (ii) FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognised in the consolidated statement of profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to the consolidated statement of profit or loss and recognised in other net gains/(losses). Interest income from these financial assets is included in finance income using the effective interest method. Foreign exchange gains and losses are presented in other net gains/(losses). (iii) FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in the consolidated statement of profit or loss and presented net within other net gains/(losses) in the period in which it arises. – Equity instruments: The Group subsequently measures all equity investments at fair value. Dividends from such investments are recognised in the consolidated statement of profit or loss as other net gains/(losses) when the Group’s right to receive payments is established. Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to the consolidated statement of profit or loss following the derecognition of the investment. Changes in the fair value of equity investments at FVPL are recognised in other net gains/(losses) in the consolidated statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. (d) Impairment The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. The Group applies the simplified approach permitted by HKFRS 9 to measure expected credit losses which uses a lifetime expected credit loss allowance for all trade receivables. The measurement of expected credit losses of operating lease receivable includes consideration of expectations of forgiveness of lease income recognised as part of that receivable. (e) Significant increases in credit risk In assessing whether the credit risk of a financial asset has increased significantly since initial recognition, the Group considers that a default event occurs when the borrower is unlikely to pay its credit obligations to the Group in full, without recourse to actions such as realising security. The Group considers information that is reasonable and supportable, including historical experience and forward-looking information that is available. (f) Write-off policy The gross carrying amount of a financial asset is written off to the extent that there is no realistic prospect of recovery. Financial liabilities Non-derivative financial liabilities with fixed or determinable payments and fixed maturities are measured at amortised cost. They are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the period-end date. Put options in respect of non-controlling interests in subsidiary companies included in trade and other payables are measured at fair value through the consolidated statement of profit or loss. 177
NOTES TO THE FINANCIAL STATEMENTS 22. Financial Instruments by Category (continued) The accounting policies applied to financial instruments are shown below by line item: At fair value Derivatives used Amortised Total carrying Fair through profit or loss for hedging cost amount value Note HK$M HK$M HK$M HK$M HK$M Assets as per consolidated statement of financial position At 31st December 2023 Loans due from joint venture companies 20 – – 14,781 14,781 14,781 Loans due from associated companies 21 – – 209 209 209 Trade and other receivables excluding prepayments 24 – – 3,399 3,399 3,399 Cash and cash equivalents 25 – – 5,097 5,097 5,097 Derivative financial assets 29 – 57 – 57 57 Financial assets at fair value through profit or loss – Unlisted equity investments 623 – – 623 623 Total 623 57 23,486 24,166 24,166 At 31st December 2022 Loans due from joint venture companies 20 – – 15,273 15,273 15,273 Loans due from associated companies 21 – – 52 52 52 Trade and other receivables excluding prepayments 24 – – 2,238 2,238 2,238 Cash and cash equivalents 25 – – 4,502 4,502 4,502 Derivative financial assets 29 – 96 – 96 96 Financial assets at fair value through profit or loss – Unlisted equity investments 460 – – 460 460 Other financial assets at amortised cost 24 – – 520 520 520 Total 460 96 22,585 23,141 23,141 Liabilities as per consolidated statement of financial position At 31st December 2023 Trade and other payables excluding non-financial liabilities 26 613 – 9,146 9,759 9,759 Long-term loans and bonds 28 – – 41,169 41,169 40,598 Lease liabilities 27 – – 607 607 607 Derivative financial liabilities 29 – 22 – 22 22 Total 613 22 50,922 51,557 50,986 At 31st December 2022 Trade and other payables excluding non-financial liabilities 26 590 – 9,414 10,004 10,004 Long-term loans and bonds 28 – – 22,835 22,835 21,910 Lease liabilities 27 – – 614 614 614 Total 590 – 32,863 33,453 32,528 178
SWIRE PROPERTIES ANNUAL REPORT 2023 22. Financial Instruments by Category (continued) The fair values of financial instruments traded in active markets are based on quoted market prices at the year-end date. The quoted market prices used for financial assets held by the Group are the current bid prices. The fair values of financial instruments that are not traded in active markets are determined by using valuation techniques such as estimated discounted cash flows or based on quotes from market makers, which use assumptions that are based on market conditions existing at each year-end date. The book values of trade and other receivables and trade and other payables approximate their fair values. The fair value of current borrowings equals their carrying value, as the impact of discounting is not significant. The fair value of non- current borrowings is not equal to their carrying value but is based on cash flows discounted using assumptions sourced from the relevant financial institutions or quotes from market makers or alternative market participants supported by observable inputs, such as interest rates. Non-current borrowings would be categorised within level 2 of the fair value hierarchy if they were accounted for at fair value. 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 31st December 2023 Derivatives used for hedging (note 29) 57 – 57 Financial assets at fair value through profit or loss – Unlisted equity investments – 623 623 57 623 680 At 31st December 2022 Derivatives used for hedging (note 29) 96 – 96 Financial assets at fair value through profit or loss – Unlisted equity investments – 460 460 96 460 556 Liabilities as per consolidated statement of financial position At 31st December 2023 Derivatives used for hedging (note 29) 22 – 22 Put option in respect of a non-controlling interest (note 26) – 613 613 22 613 635 At 31st December 2022 Put option in respect of a non-controlling interest (note 26) – 590 590 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. 179
NOTES TO THE FINANCIAL STATEMENTS 22. Financial Instruments by Category (continued) 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. There were no transfers of financial instruments between level 2 and level 3 fair value hierarchy classifications and there were no transfers into or out of level 3 fair value hierarchy classifications. The Group’s policy is to recognise any transfer into and out of fair value hierarchy levels at the date of the event or change in circumstances that caused the transfer. There has been no change in the valuation techniques for level 2 and level 3 fair value hierarchy classifications. The Group’s finance department performs the valuations of financial instruments required for reporting purposes, including level 3 fair values. The valuations are reviewed and approved by the Finance Director. The following table presents the changes in level 3 financial instruments for the year ended 31st December 2023: Financial assets Put option in at fair value respect of a through non-controlling profit or loss interest HK$M HK$M At 1st January 2023 460 590 Additions 163 – Distribution during the year – (30) Change in fair value recognised as net finance charges* – 53 At 31st December 2023 623 613 * Included unrealised losses recognised on balances held at 31st December 2023 – 53 At 1st January 2022 439 551 Additions 21 – Distribution during the year – (27) Change in fair value recognised as net finance charges* – 66 At 31st December 2022 460 590 * Included unrealised losses recognised on balances held at 31st December 2022 – 66 The fair value of unlisted investments classified within level 3 is predominately determined using quotes from market makers, which use assumptions that are based on market conditions existing at each year-end date. The significant unobservable inputs used are yields and market prices. 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 2024 and the discount rate used is 6.3% (2022: 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 31st December 2023. 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. 180
SWIRE PROPERTIES ANNUAL REPORT 2023 23. Properties for Sale Accounting Policy Properties for sale comprise freehold and leasehold land at cost, construction costs and interest costs capitalised, less provisions for possible losses. Properties under development are active construction projects which are expected to be sold within the Group’s normal operating cycle and are classified as current assets. Completed properties are available for immediate sale and are classified as current assets. 2023 2022 HK$M HK$M Properties for sale Properties under development – development costs 1,586 619 – leasehold land 7,389 7,389 Completed properties – development costs 84 138 – leasehold land 62 118 9,121 8,264 Refer to the table with heading “Audited Financial Information” on page 86 for details of the Group’s capitalised interest rates and the amount of interest capitalised. 181
NOTES TO THE FINANCIAL STATEMENTS 24. Trade and Other Receivables Accounting Policy Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components. Other receivables are recognised initially at fair value. Trade and other receivables are subsequently measured at amortised cost using the effective interest method, less provision for loss allowance. Trade and other receivables in the consolidated statement of financial position are stated net of such provisions. 2023 2022 HK$M HK$M Trade debtors 500 385 Prepayments and accrued income 116 85 Amounts due from an intermediate holding company 1 5 Other financial assets at amortised cost – 520 Other receivables 2,889 1,839 3,506 2,834 The analysis of the age of trade debtors at the year end (based on their invoice dates) is as follows: 2023 2022 HK$M HK$M Up to 3 months 468 354 Between 3 and 6 months 14 15 Over 6 months 18 16 500 385 Other financial assets at amortised cost represented a deferred payment for the sale of the Group’s interest in the Cityplaza One office tower in Hong Kong in 2020. The deferred payment was recognised at amortised cost using an effective interest rate of 3% per annum. The deferred payment of HK$535 million was received during the year in accordance with the sale and purchase agreement. Other receivables include rent free and other lease incentives to tenants of HK$1,451 million (2022: HK$1,198 million), which are amortised over the relevant lease terms. 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. The Group also holds non-interest-bearing rental deposits as security against trade debtors. At 31st December 2023, trade debtors of HK$154 million (2022: HK$145 million) were past due. The majority of the amount past due is under three months. These relate to a number of independent customers for whom there is no recent history of default. The other classes within trade and other receivables do not contain impaired assets. The maximum exposure to credit risk at 31st December 2023 and 31st December 2022 is the carrying value of trade debtors and other receivables disclosed above. The carrying value of rental deposits from tenants held as security against trade debtors at 31st December 2023 was HK$2,965 million (2022: HK$2,715 million). 182
SWIRE PROPERTIES ANNUAL REPORT 2023 25. Cash and Cash Equivalents Accounting Policy In the consolidated statement of cash flows, cash and cash equivalents comprise cash in hand, amounts repayable on demand from banks and financial institutions and short-term highly liquid investments which were within three months of maturity when acquired, less bank overdrafts. In the consolidated statement of financial position, cash and cash equivalents exclude bank overdrafts which are shown within borrowings in current liabilities. 2023 2022 HK$M HK$M Short-term deposits maturing within three months 838 307 Bank balances 4,259 4,195 5,097 4,502 The effective interest rates on short-term deposits of the Group ranged from 4.5% to 6.1% per annum (2022: 3.5% to 5.2% per annum); these deposits have maturities from 12 to 93 days (2022: 33 to 94 days). The maximum exposure to credit risk in respect of bank balances and short-term deposits at 31st December 2023 and 31st December 2022 is the carrying value of the bank balances and short-term deposits disclosed above. 26. Trade and Other Payables Accounting Policy Trade and other payables (except put options over non-controlling interests in subsidiary companies) are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Put options in respect of non-controlling interests in subsidiary companies are measured at the fair value of the expected redemption amounts, and are designated as fair value through profit or loss. 183
NOTES TO THE FINANCIAL STATEMENTS 26. Trade and Other Payables (continued) 2023 2022 HK$M HK$M Trade creditors 1,046 812 Rental deposits from tenants 2,965 2,715 Deposits received on sale of investment properties 269 1 Put option in respect of a non-controlling interest 613 590 Other payables Accrued capital expenditure 1,155 1,283 Amounts due to an intermediate holding company 112 83 Amounts due to a joint venture company – 113 Amounts due to an associated company 13 – Interest-bearing advances from joint venture companies at 4.65% per annum – 256 Advances from a non-controlling interest 1,236 1,173 Others 2,622 2,982 5,138 5,890 10,031 10,008 Amounts due after one year included under non-current liabilities (268) – 9,763 10,008 Amounts due to an intermediate holding company, an associated company, joint venture companies and a non-controlling interest are unsecured and have no fixed term of repayment. Apart from the interest-bearing advances from the joint venture companies, the balances are interest-free. Other payables due after one year under non-current liabilities represents deposits received for the sale of the Group’s interests in the 42nd to 44th floors of the One Island East office tower in Hong Kong during the year. The sale of each of these floors will be completed in accordance with the terms specified in the sale and purchase agreements before the end of 2028. The analysis of the age of trade creditors at the year end is as follows: 2023 2022 HK$M HK$M Up to 3 months 1,046 812 184
SWIRE PROPERTIES ANNUAL REPORT 2023 27. Lease Liabilities 2023 2022 HK$M HK$M Maturity profile at the year end is as follows: Within 1 year 80 79 Between 1 and 2 years 84 73 Between 2 and 5 years 180 192 Over 5 years 263 270 607 614 Amount due within one year included under current liabilities (80) (79) 527 535 At 31st December 2023, the weighted average incremental borrowing rate applied in measuring the lease liabilities was 3.4% per annum (2022: 3.3% per annum). For the accounting policy in respect of lease liabilities, please refer to right-of-use assets (note 18). 28. Borrowings Accounting Policy Borrowings are recognised initially at fair value and subsequently measured at amortised cost. Transaction costs incurred are included in respect of those not held at fair value through profit or loss. Transaction costs are incremental costs that are directly attributable to the initiation of the borrowings, including fees and commissions paid to agents, advisers, brokers and dealers, levies by regulatory agencies and securities exchanges, and transfer taxes and duties. Borrowings are subsequently stated at amortised cost, with any difference between the proceeds (net of transaction costs) and the redemption value recognised in the consolidated statement of profit or loss over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the period-end date. For disclosure purposes, the fair value of borrowings stated at amortised cost is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. Refer to the tables with the headings “Audited Financial Information” on pages 82 to 85 for details of the Group’s borrowings. 185
NOTES TO THE FINANCIAL STATEMENTS 28. Borrowings (continued) 2023 2022 HK$M HK$M Long-term bank loans – secured Repayable within 1 year 94 – Repayable between 1 and 2 years 463 – Repayable between 2 and 5 years 1,354 – Repayable after 5 years 809 – 2,720 – Long-term bank loans – unsecured Repayable within 1 year 6,369 500 Repayable between 1 and 2 years 593 776 Repayable between 2 and 5 years 9,940 6,535 16,902 7,811 Other borrowings – unsecured Repayable within 1 year 1,100 200 Repayable between 1 and 2 years 5,017 1,099 Repayable between 2 and 5 years 13,962 8,660 Repayable after 5 years 1,468 5,065 21,547 15,024 Total 41,169 22,835 Amounts due within one year included under current liabilities – secured 94 – – unsecured 7,469 700 7,563 700 Amounts due after one year included under non-current liabilities – secured 2,626 – – unsecured 30,980 22,135 33,606 22,135 During the year ended 31st December 2023, the Group designated certain Renminbi-denominated borrowings in total of HK$9,727 million (2022: nil) to hedge the exposure arising from the net investments in subsidiaries, joint venture and associated companies with major operations in the Chinese Mainland. Losses arising from these hedging instruments of HK$50 million (2022: nil) have been recognised in other comprehensive income as an effective hedge. (a) The effective interest rates per annum (before interest rate and cross-currency swaps) at 31st December were as follows: 2023 2022 HKD RMB USD HKD USD % % % % % Long-term loans and bonds 2.4-6.6 3.0-3.9 3.5-6.3 2.3-5.7 3.5-5.2 There were no uncommitted bank loans at 31st December 2023 and 2022. Bank loans and other borrowings are repayable on various dates up to 2033 (2022: up to 2030). (b) The carrying amounts of these long-term bank loans and other borrowings (before cross-currency swaps) are denominated in the following currencies: 2023 2022 HK$M HK$M Hong Kong dollars 13,929 11,958 United States dollars 11,313 10,877 Renminbi 15,927 – 41,169 22,835 186
SWIRE PROPERTIES ANNUAL REPORT 2023 29. Derivative Financial Instruments Accounting Policy Derivatives are initially recognised at fair value on the dates derivative contracts are entered into and are subsequently remeasured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The Group designates certain derivatives as either: (a) hedges of highly probable forecast transactions (“cash flow hedges”); or (b) hedges of net investments in foreign operations (“net investment hedges”). The Group documents at the inception of the transactions the economic relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting cash flows of hedged items. The Group also documents its risk management objectives and strategy for undertaking various hedge transactions. (a) Cash flow hedges that qualify for hedge accounting All of the Group’s derivatives relate to cash flow hedges. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in the cash flow hedge reserve within equity. The gain or loss relating to the ineffective portion is recognised immediately in the consolidated statement of profit or loss. When cross-currency swap contracts are used to hedge future cash flow, the Group designates only the change in fair value of the swap contract after exclusion of the foreign currency basis spread component as the hedging instrument. Gains or losses relating to the effective portion of the swap contract after exclusion of the foreign currency basis spread component are recognised in the cash flow hedge reserve within equity. The change in fair value of the foreign currency basis spread of the swap contract, to the extent it relates to the hedged item, is recognised separately as a cost of hedging on a systematic and rational basis over the period of the hedging relationship within OCI in equity. Hedge ineffectiveness is recognised in the consolidated statement of profit or loss within finance costs. Amounts accumulated in equity are reclassified in the periods when the hedged item affects the consolidated statement of profit or loss. The gains or losses relating to the effective portion of (a) the interest rate swaps hedging variable rate borrowings and (b) cross-currency swap contracts hedging borrowings in foreign currency are recognised in the consolidated statement of profit or loss within finance costs at the same time as the interest expense on the hedged borrowings. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the consolidated statement of profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the consolidated statement of profit or loss. (b) Net investment hedges Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of a hedge is recognised in equity; the gain or loss relating to the ineffective portion is recognised immediately in the consolidated statement of profit or loss. Gains and losses accumulated in equity are transferred to the consolidated statement of profit or loss when the foreign operation is disposed of. (c) Rebalancing of hedge relationships If the hedge ratio for risk management purpose is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in the consolidated statement of profit or loss at the time of the hedge relationship rebalancing. 187
NOTES TO THE FINANCIAL STATEMENTS 29. Derivative Financial Instruments (continued) 2023 2022 Assets Liabilities Assets Liabilities HK$M HK$M HK$M HK$M Interest rate and cross-currency swaps – cash flow hedges – due after one year 57 22 96 – The interest rate swaps hedge long-term interest rate exposures. The cross-currency swaps hedge the foreign currency risk relating to US dollar note issues. Gains and losses recognised in the consolidated statement of other comprehensive income on interest rate and cross-currency swaps at 31st December 2023 are expected to affect the consolidated statement of profit or loss in the years to redemption of the notes and expiry of loans (up to and including 2028). The notional principal amounts of the outstanding derivative financial instruments are as follows: 2023 2022 HK$M HK$M Cross-currency swaps 7,814 7,797 Interest rate swaps 2,950 – In most of the cases, the hedging instruments have a one-to-one hedge ratio with the hedged items. For the years ended 31st December 2023 and 31st December 2022, all cash flow hedges qualifying for hedge accounting were highly effective. 30. Deferred Taxation Accounting Policy Deferred taxation is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, if the deferred tax arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the recognition, has no impact on taxable or accounting profit or loss, it is not recognised. Tax rates enacted or substantively enacted by the period-end date are used to determine deferred taxation. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred taxation is provided on temporary differences arising on investments in subsidiary, joint venture and associated companies, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax relating to investment properties in Hong Kong and the U.S.A. is calculated having regard to the presumption that the value of these properties is capable of being recovered entirely through sale. This presumption is rebutted in relation to investment properties in the Chinese Mainland, because the business model applicable to them is to consume substantially all the economic benefits embodied in them over time rather than through sale. Accordingly, deferred tax relating to investment properties in the Chinese Mainland is determined on the basis of recovery through use. Deferred tax assets and liabilities are netted off when the taxes relate to the same taxation authority and where offsetting is legally enforceable. The following amounts, determined after appropriate offsetting, are shown separately in the consolidated statement of financial position: 2023 2022 HK$M HK$M Deferred tax assets 88 64 Deferred tax liabilities (14,082) (11,248) At 31st December (13,994) (11,184) Substantially all deferred tax balances are to be recovered or settled after more than 12 months. 188
SWIRE PROPERTIES ANNUAL REPORT 2023 30. Deferred Taxation (continued) The movement on the net deferred tax liabilities account is as follows: 2023 2022 HK$M HK$M At 1st January 11,184 10,668 Translation differences (201) (591) Acquisition of subsidiary companies (note 43) 2,536 – Charged to profit or loss (note 11) 486 1,079 (Credited)/Charged to other comprehensive income (11) 35 Disposal of subsidiary companies – (7) At 31st December 13,994 11,184 The movement in deferred tax assets and liabilities (prior to offsetting balances within the same taxation jurisdiction) during the year is as follows: Deferred tax liabilities Valuation of Accelerated tax investment Right-of-use depreciation properties assets Others Total 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M At 1st January – as originally stated 4,881 4,384 6,091 6,108 – – 811 804 11,783 11,296 – impact of amendments to HKAS 12 (25) (7) – – 161 146 – – 136 139 – as restated 4,856 4,377 6,091 6,108 161 146 811 804 11,919 11,435 Translation differences (31) (86) (170) (489) (2) (11) (2) 2 (205) (584) Acquisition of subsidiary companies 348 – 2,084 – 10 – 96 – 2,538 – Charged to profit or loss 417 572 106 472 1 26 139 10 663 1,080 Credited to other comprehensive income – – – – – – (2) (5) (2) (5) Disposal of subsidiary companies – (7) – – – – – – – (7) At 31st December 5,590 4,856 8,111 6,091 170 161 1,042 811 14,913 11,919 Deferred tax assets Tax losses Lease liabilities Others Total 2023 2022 2023 2022 2023 2022 2023 2022 HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M At 1st January – as originally stated 323 249 – – 276 379 599 628 – impact of amendments to HKAS 12 – – 136 139 – – 136 139 – as restated 323 249 136 139 276 379 735 767 Translation differences 1 5 (2) (10) (3) 12 (4) 7 Acquisition of subsidiary companies – – 11 – (9) – 2 – Credited/(Charged) to profit or loss 105 69 (9) 7 81 (75) 177 1 Credited/(Charged) to other comprehensive income – – – – 9 (40) 9 (40) At 31st December 429 323 136 136 354 276 919 735 189
NOTES TO THE FINANCIAL STATEMENTS 30. Deferred Taxation (continued) Deferred tax assets (continued) Deferred tax assets are recognised in respect of tax losses carried forward to the extent that realisation of the related tax benefits through future taxable profits is probable. The Group has unrecognised tax losses of HK$2,449 million (2022: HK$2,458 million) to carry forward against future taxable income. These amounts are analysed as follows: Unrecognised tax losses 2023 2022 HK$M HK$M No expiry date 1,289 1,253 Expiring within 1 year 86 89 Expiring between 1 and 5 years 315 395 Expiring between 5 and 10 years – – Expiring between 10 and 20 years 759 721 2,449 2,458 31. Assets Classified as Held for Sale Accounting Policy Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to disposal, except for assets such as deferred tax assets, financial assets and investment property that are carried at fair value. Assets classified as held for sale represent the Group’s 100% interest in investment properties comprising 384 car parking spaces at stages I to IX of the Taikoo Shing residential development in Hong Kong. 32. Retirement Benefits The Group operates a number of defined benefit and defined contribution retirement benefit schemes for its employees, the assets of which are held in separate trustee administered funds. A defined benefit scheme is a retirement plan that defines the benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The Group has an obligation to provide participating employees with these benefits. A defined contribution scheme is a retirement plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in current and prior periods. 190
SWIRE PROPERTIES ANNUAL REPORT 2023 32. Retirement Benefits (continued) Accounting Policy For defined benefit schemes, retirement benefit costs are assessed using the projected unit credit method. Under this method, the cost of providing retirement benefits is charged to the consolidated statement of profit or loss so as to spread the regular cost over the service lives of employees. The asset or liability recognised in the consolidated statement of financial position is the present value of the cost of providing these benefits (the defined benefit obligation) less the fair value of the plan assets at the end of the reporting period. The defined benefit obligation is calculated annually by independent actuaries and is determined by discounting the estimated future cash outflows using interest rates payable in respect of high quality corporate bonds. The plan assets are valued on a bid price basis. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in the consolidated statement of other comprehensive income in the period in which they arise. Past-service costs are recognised immediately in the consolidated statement of profit or loss. Any differences between the implicit and actual return on assets are charged as remeasurements to the consolidated statement of other comprehensive income. For defined contribution schemes, the Group’s contributions are charged to the consolidated statement of profit or loss in the periods to which the contributions relate. The Group’s obligations and expenses in respect of defined benefit schemes are dependent on a number of factors that are determined using a number of actuarial assumptions. The details of the actuarial assumptions used, including applicable sensitivities are disclosed in note 32(f). For the year ended 31st December 2023 and 2022, disclosures in respect of defined benefit schemes are based on valuations prepared by Mercer (Hong Kong) Limited at 31st December 2021, which were updated to reflect the position at 31st December 2023 and 2022 by Cannon Trustees Limited, the main administration manager of the Group’s defined benefit schemes. The majority of the Group’s schemes are final salary guaranteed lump sum defined benefit plans. Contributions to the defined benefit retirement schemes are made in accordance with the funding rates recommended by independent qualified actuaries to ensure that the plans will be able to meet their liabilities as they become due. The funding rates are subject to annual review and are determined by taking into consideration the difference between the market values of the plans’ assets and the present value of accrued past service liabilities, on an ongoing basis, as computed by reference to actuarial valuations. The principal schemes in Hong Kong are valued by qualified actuaries for funding purposes under the provisions of Hong Kong’s Occupational Retirement Schemes Ordinance. The latest actuarial valuations indicate that the funding level for the year was 104% (2022: 117%) of the accrued liabilities on an ongoing basis. The Group expects to make contributions of HK$87 million to its defined benefit schemes in 2024. Most new employees in Hong Kong are offered the choice of joining the defined benefit retirement schemes or the mandatory provident fund (“MPF”) scheme. Where staff elect to join the MPF scheme, both the Company and the staff are required to contribute 5% of the employees’ relevant monthly income (capped at HK$30,000). Staff may elect to contribute more than the minimum as a voluntary contribution. Employees engaged outside Hong Kong are covered by appropriate local arrangements. The amounts recognised in the consolidated statement of financial position are as follows: (a) 2023 2022 HK$M HK$M Present value of funded obligations 1,200 1,018 Fair value of plan assets (1,155) (1,032) Net retirement benefit liabilities/(assets) 45 (14) Represented by: Retirement benefit assets – (14) Retirement benefit liabilities 45 – 45 (14) 191
NOTES TO THE FINANCIAL STATEMENTS 32. Retirement Benefits (continued) (b) Changes in the present value of the defined benefit obligations are as follows: 2023 2022 HK$M HK$M At 1st January 1,018 1,442 Current service cost 88 114 Interest expense 50 30 Actuarial losses/(gains) from changes in financial assumptions 105 (436) Experience losses 17 18 Transfer (7) 5 Benefits paid (71) (155) At 31st December 1,200 1,018 The weighted average duration of the defined benefit obligations is 10.92 years (2022: 10.92 years). (c) Changes in the fair value of plan assets are as follows: 2023 2022 HK$M HK$M At 1st January 1,032 1,255 Interest income 53 27 Return on plan assets, excluding interest income 66 (173) Contributions by employers 82 73 Transfer (7) 5 Benefits paid (71) (155) At 31st December 1,155 1,032 There were no plan amendments, curtailments or settlements during the year. (d) Net expenses recognised in the consolidated statement of profit or loss are as follows: 2023 2022 HK$M HK$M Current service cost 88 114 Net interest cost (3) 3 85 117 The above net expenses were included in cost of sales and administrative expenses in the consolidated statement of profit or loss. Total retirement benefit costs charged to the consolidated statement of profit or loss for the year ended 31st December 2023 amounted to HK$105 million (2022: HK$132 million), including HK$20 million (2022: HK$15 million) in respect of defined contribution schemes. The actual return on defined benefit plan assets was a gain of HK$119 million (2022: loss of HK$146 million). 192
SWIRE PROPERTIES ANNUAL REPORT 2023 32. Retirement Benefits (continued) (e) The plan assets are invested in the Swire Group Unitised Trust (“the Unitised Trust”). The Unitised Trust has four sub-funds in which the assets may be invested in accordance with separate and distinct investment policies and objectives. The Unitised Trust and sub-funds are overseen by an investment committee, which meets four times a year. The make-up of the Unitised Trust is the result of the asset allocation of each plan. The asset allocation of each plan targets a mix of equities, fixed income, absolute return funds and short duration bond sub-funds. The management of the assets within the sub-funds is delegated by the investment committee to a number of reputable investment managers. The plan assets comprise: Defined benefit plans 2023 2022 HK$M HK$M Equities Asia Pacific 95 76 Europe 78 67 North America 270 228 Emerging markets 286 248 Bonds Global 97 86 Emerging markets 16 11 Absolute return funds 300 283 Cash 13 33 1,155 1,032 At 31st December 2023, the prices of 89% of equities and 70% of bonds were quoted on active markets (2022: 96% and 29% respectively). The remainder of the prices were not quoted on active markets. The most significant risk facing the defined benefit schemes of the Group is market risk. This risk embodies the potential for losses and gains and includes price risk, interest rate risk and currency risk as well as factors specific to an individual investment and its issuer and risk specific to a certain market. Market risk is managed principally through diversification of investments by the appointed investment managers. Investment managers enter into agreements that stipulate the performance objective of the investments, which is referenced to a recognised benchmark. The investment committee monitors the overall market risk position on a quarterly basis. 193
NOTES TO THE FINANCIAL STATEMENTS 32. Retirement Benefits (continued) (f) The significant actuarial assumptions used are as follows: 2023 2022 Discount rate 4.26% 5.08% Expected rate of future salary increases 4.73% to 6.90% p.a. for 2024; 7.42% to 12.38% p.a. for 2023; 4.00% p.a. thereafter 4.00% p.a. thereafter The sensitivity of the defined benefit obligations to changes in actuarial assumptions is: 2023 2022 Increase/(Decrease) in Increase/(Decrease) in defined benefit obligation defined benefit obligation Change in Increase in Decrease in Change in Increase in Decrease in assumption assumption assumption assumption assumption assumption HK$M HK$M HK$M HK$M Discount rate 0.5% (65) 69 0.5% (59) 46 Expected rate of future salary increases 0.5% 69 (65) 0.5% 63 (60) The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligations to significant actuarial assumptions the same method has been applied as when calculating the retirement benefit liability recognised within the consolidated statement of financial position. 33. Share Capital Ordinary shares HK$M Issued and fully paid with no par value: At 1st January 2023 and 31st December 2023 5,850,000,000 10,449 At 1st January 2022 and 31st December 2022 5,850,000,000 10,449 There was no purchase, sale or redemption by the Company, or any of its subsidiaries, of the Company’s shares during the years ended 31st December 2023 and 31st December 2022. 194
SWIRE PROPERTIES ANNUAL REPORT 2023 34. 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 2023 280,008 (1,108) 2,007 9 (2,154) 278,762 Profit for the year 2,637 – – – – 2,637 Other comprehensive income Revaluation of properties previously occupied by the Group – gains recognised during the year – – 46 – – 46 – deferred tax – – (11) – – (11) Defined benefit plans – remeasurement losses recognised during the year (56) – – – – (56) – deferred tax 9 – – – – 9 Cash flow hedges – losses recognised during the year – – – (38) – (38) – transferred to net finance charges – – – (41) – (41) – deferred tax – – – 13 – 13 Share of other comprehensive income of joint venture and associated companies – recognised during the year – – – – (103) (103) – reclassified to profit or loss on deemed disposal – – – – 228 228 Net translation differences on foreign operations recognised during the year – – – – (904) (904) Total comprehensive income for the year 2,590 – 35 (66) (779) 1,780 2022 second interim dividend (note 13) (3,978) – – – – (3,978) 2023 first interim dividend (note 13) (1,931) – – – – (1,931) At 31st December 2023 276,689 (1,108) 2,042 (57) (2,933) 274,633 195
NOTES TO THE FINANCIAL STATEMENTS 34. Reserves (continued) 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 277,439 (1,108) 2,005 28 2,811 281,175 Profit for the year 7,980 – – – – 7,980 Other comprehensive income Defined benefit plans – remeasurement gains recognised during the year 245 – – – – 245 – deferred tax (40) – – – – (40) Cash flow hedges – losses recognised during the year – – – (16) – (16) – transferred to net finance charges – – – (13) – (13) – transferred to operating profit – – – (1) – (1) – deferred tax – – – 5 – 5 Share of other comprehensive income of joint venture and associated companies – – 2 6 (1,752) (1,744) Net translation differences on foreign operations recognised during the year – – – – (3,213) (3,213) Total comprehensive income for the year 8,185 – 2 (19) (4,965) 3,203 2021 second interim dividend (3,744) – – – – (3,744) 2022 first interim dividend (note 13) (1,872) – – – – (1,872) At 31st December 2022 280,008 (1,108) 2,007 9 (2,154) 278,762 (a) The Group’s revenue reserve includes retained earnings from joint venture companies amounting to HK$9,999 million (2022: HK$14,219 million) and accumulated losses from associated companies amounting to HK$426 million (2022: retained earnings of HK$160 million). (b) The Group’s revenue reserve includes HK$4,212 million (2022: HK$3,978 million) representing the declared second interim dividend for the year (note 13). (c) The Group adopted merger accounting in accordance with Accounting Guideline 5, Merger Accounting for Common Control Combinations (issued by the HKICPA) to account for the acquisition of all the shares of Swire Properties US Inc and Swire Properties One LLC in January 2010. These companies were wholly-owned subsidiaries of the immediate holding company of Swire Properties Limited. (d) At 31st December 2023, the Group’s cash flow hedge reserve includes HK$38 million (net of tax) (2022: HK$5 million) relating to the currency basis element of the Group’s derivatives which is recognised separately as a cost of hedging. 196
SWIRE PROPERTIES ANNUAL REPORT 2023 35. Company Statement of Financial Position and Reserves (a) Company Statement of Financial Position 2023 2022 At 31st December 2023 Note HK$M HK$M ASSETS AND LIABILITIES Non-current assets Property, plant and equipment 45 33 Intangible assets 144 126 Right-of-use assets 24 34 Subsidiary companies 132,599 126,204 Loans due from joint venture companies 2,967 2,801 Associated companies 3 3 Retirement benefit assets – 23 135,782 129,224 Current assets Trade and other receivables 66 614 Taxation recoverable 12 – Cash and cash equivalents 960 470 1,038 1,084 Current liabilities Trade and other payables 29,479 22,791 Taxation payable – 8 Lease liabilities due within one year 14 12 29,493 22,811 Net current liabilities (28,455) (21,727) Total assets less current liabilities 107,327 107,497 Non-current liabilities Long-term lease liabilities 11 22 Deferred tax liabilities 21 25 Retirement benefit liabilities 33 – 65 47 NET ASSETS 107,262 107,450 EQUITY Equity attributable to the Company’s shareholders Share capital 33 10,449 10,449 Reserves 35(b) 96,813 97,001 TOTAL EQUITY 107,262 107,450 Guy Bradley May Wu Directors Hong Kong, 14th March 2024 197
NOTES TO THE FINANCIAL STATEMENTS 35. Company Statement of Financial Position and Reserves (continued) (b) The movement of the Company reserves during the year are as follows: Revenue reserve HK$M Company At 1st January 2023 97,001 Profit for the year (note 12) 5,763 Other comprehensive income Defined benefit plans – remeasurement losses recognised during the year (50) – deferred tax 8 Total comprehensive income for the year 5,721 2022 second interim dividend (note 13) (3,978) 2023 first interim dividend (note 13) (1,931) At 31st December 2023 96,813 Company At 1st January 2022 77,151 Profit for the year (note 12) 25,282 Other comprehensive income Defined benefit plans – remeasurement gains recognised during the year 221 – deferred tax (37) Total comprehensive income for the year 25,466 2021 second interim dividend (3,744) 2022 first interim dividend (note 13) (1,872) At 31st December 2022 97,001 (i) Distributable reserves of the Company at 31st December 2023 amounted to HK$96,813 million (2022: HK$97,001 million). (ii) The Company’s revenue reserve includes HK$4,212 million (2022: HK$3,978 million) representing the declared second interim dividend for the year (note 13). 198
SWIRE PROPERTIES ANNUAL REPORT 2023 36. Non-controlling Interests The movement of non-controlling interests during the year is as follows: 2023 2022 HK$M HK$M At 1st January 3,047 1,986 Share of profit less losses for the year 114 247 Share of translation differences on foreign operations (25) (110) Share of total comprehensive income 89 137 Capital contribution from non-controlling interests 26 1,020 Dividends paid and payable (95) (96) At 31st December 3,067 3,047 37. Capital Commitments 2023 2022 HK$M HK$M (a) The Group’s outstanding capital commitments at the year end in respect of: Property, plant and equipment Contracted but not provided for 35 12 Authorised by Directors but not contracted for 245 491 Investment properties Contracted but not provided for 5,795 2,986 Authorised by Directors but not contracted for 12,012 17,028 18,087 20,517 The Group’s share of capital commitments of joint venture companies at the year end* Contracted but not provided for 850 393 Authorised by Directors but not contracted for 6,278 7,044 7,128 7,437 * of which the Group is committed to funding HK$797 million (2022: HK$331 million). At 31st December 2023, the Group was committed to inject capital of HK$275 million (2022: HK$421 million) into joint venture companies. (b) At 31st December 2023, the Group had unprovided contractual obligations for future repairs and maintenance on investment properties of HK$267 million (2022: HK$380 million). 199
NOTES TO THE FINANCIAL STATEMENTS 38. Contingencies Accounting Policy Contingent liabilities are possible obligations that arise from past events and the existence of which will only be confirmed by the occurrence or non-occurrence of one or more future events not wholly within the control of the Group. Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of an outflow of economic benefits is remote. Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is initially measured at fair value and subsequently at the higher of: – the amount determined in accordance with the expected credit loss model under HKFRS 9 “Financial Instruments” and – the amount initially recognised less, where appropriate, the cumulative amount of income recognised in accordance with the principles of HKFRS 15 “Revenue from Contracts with Customers”. The fair value of financial guarantees is determined based on the present value of the difference in cash flows between the contractual payments required under the debt instrument and the payments that would be required without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligations. Where guarantees in relation to loans or other payables of associates are provided for no compensation, the fair values are accounted for as contributions and recognised as part of the cost of the investment. 2023 2022 HK$M HK$M Guarantees provided in respect of: Bank loans and other liabilities of joint venture companies 3,996 4,181 Bank guarantees given in lieu of utility deposits and others 73 73 4,069 4,254 The Group has assessed the fair value of the above guarantees and does not consider them to be material. They have therefore not been recognised in the consolidated statement of financial position. 200
SWIRE PROPERTIES ANNUAL REPORT 2023 39. Lease Commitments Accounting Policy Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Receipts by the Group as a lessor under operating leases (net of any incentives paid to lessees) are recognised as income in the consolidated statement of profit or loss on a straight-line basis over the period of the lease. For commenced leases (which are not identified as low-value or short-term leases) undertaken by the Group as a lessee, right-of- use assets and the corresponding lease liabilities are recognised in the financial statements when the leased assets become available for use. Commitments in respect of leases payable by the Group as a lessee represent the future lease payments for (i) committed leases which have not yet commenced at the year-end date and (ii) short-term leases. The Group acts as both lessor and lessee under operating leases. Details of the Group’s commitments under non-cancellable operating leases are set out as follows: (a) Lessor – lease receivables The leases for investment properties typically run for periods of three to six years. The retail turnover-related rental income received from investment properties during the year amounted to HK$1,224 million (2022: HK$837 million). The future aggregate minimum lease receipts under non-cancellable operating leases were receivable by the Group at the year end as follows: 2023 2022 HK$M HK$M Investment properties Within 1 year 8,753 8,100 Between 1 and 2 years 6,908 6,691 Between 2 and 3 years 5,150 4,955 Between 3 and 4 years 3,414 3,561 Between 4 and 5 years 1,997 2,317 After 5 years 2,932 3,006 29,154 28,630 Assets held for deployment on operating leases at the year end were as follows: 2023 2022 HK$M HK$M Investment properties at fair value 256,786 248,114 (b) Lessee At 31st December 2023, there were no future lease payments under leases committed but not yet commenced by the Group and no short-term leases commitments which were significantly dissimilar to those relating to the portfolio of short-term leases for which expenses were recognised for the year ended 31st December 2023 (2022: none). 201
NOTES TO THE FINANCIAL STATEMENTS 40. Related Party Transactions Accounting Policy Related parties of the Group are individuals and companies, including subsidiary, fellow subsidiary, joint venture and associated companies and key management of the Group or the parent of the Group (including close members of their families), where the individual or company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. 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 were renewed on 1st October 2022 for three years expiring on 31st December 2025. For the year ended 31st December 2023, service fees payable amounted to HK$205 million (2022: HK$186 million). Expenses of HK$111 million (2022: HK$92 million) were reimbursed at cost; in addition, HK$103 million (2022: HK$80 million) in respect of shared administrative services was reimbursed. 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 year ended 31st December 2023, 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$105 million (2022: HK$109 million) and HK$43 million (2022: HK$38 million) respectively. The above transactions under the Services Agreement and the Tenancy Framework Agreement are continuing connected transactions, in respect of which the Company has complied with the disclosure requirements of Chapter 14A of the Listing Rules. In addition, the following is a summary of significant transactions between the Group and related parties (including transactions under the Tenancy Framework Agreement), which were carried out in the normal course of the Group’s business, in addition to those transactions disclosed elsewhere in the financial statements. Joint venture Associated Fellow Immediate Intermediate Other companies companies subsidiary companies holding company holding company related parties 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Note HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M HK$M Purchase of services (a) – – – – 37 28 – – – – – – Rendering of services (a) 69 67 – – – – – – 1 8 – – Rental revenue (b) – – – – 43 28 – 10 105 109 1 1 Rental expenses (b) 10 9 – – – – – – – – – – Revenue from hotels 16 9 – – 3 – – – 2 1 4 70 Interest income (c) 129 50 7 – – – – – – – – – Interest charges (c) 2 16 – – – – – – – – – – Notes: (a) Purchase and rendering of services from and to related parties were conducted in the normal course of business at prices and on terms no less favourable to the Group than those charged by/to and contracted with other suppliers/customers of the Group. (b) The Group has, in the normal course of its business, entered into lease agreements with related parties to lease premises for varying periods up to six years. The leases were entered into on normal commercial terms. (c) Loans advanced to joint venture and associated companies at 31st December 2023 are disclosed in notes 20 and 21. Advances from joint venture and associated companies are disclosed in note 26. Remuneration of key management, which includes Executive and Non-Executive Directors and Executive Officers, is disclosed in note 9. 202
SWIRE PROPERTIES ANNUAL REPORT 2023 41.Notes to the Consolidated Statement of Cash Flows (a) Reconciliation of operating profit to cash generated from operations 2023 2022 HK$M HK$M Operating profit 5,180 9,024 Change in fair value of investment properties 2,829 (801) Change in fair value of assets classified as held for sale 442 (48) Depreciation 353 296 Amortisation of initial leasing costs on investment properties 96 79 Amortisation of intangible assets 66 53 Net gains arising from the acquisition of interests in joint venture companies (323) – Gains on disposal of subsidiary companies – (520) Losses/(Gains) on disposal of investment properties 16 (31) Losses on disposal of property, plant and equipment 2 – Losses/(Gains) on disposal of assets classified as held for sale 44 (20) Other items 8 144 Operating profit before working capital changes 8,713 8,176 Decrease in amounts due from immediate holding company – 1 Increase in properties for sale (589) (1,667) Decrease/(Increase) in stocks 1 (1) Increase in trade and other receivables (902) (89) Increase in trade and other payables 281 62 Decrease in contract liabilities (9) (106) Decrease in retirement benefit liabilities (3) (44) Cash generated from operations 7,492 6,332 (b) Purchase of property, plant and equipment 2023 2022 HK$M HK$M Land and buildings 14 12 Plant and equipment 203 121 Total 217 133 The above purchase amounts do not include interest capitalised on property, plant and equipment. Refer to the tables with the headings “Audited Financial Information” on page 82 for details of the changes in financing during the year. 42. Immediate and Ultimate Holding Company The immediate holding company is Swire Pacific Limited, a company incorporated and listed in Hong Kong. The ultimate holding company is John Swire & Sons Limited, a company incorporated in the United Kingdom. 203
NOTES TO THE FINANCIAL STATEMENTS 43. Business Combinations As mentioned in note 20, the Group further acquired 35% equity interests in the existing joint venture companies owning Taikoo Li Chengdu in the Chinese Mainland from Sino-Ocean Group Holding Limited and its subsidiaries and these joint venture companies became wholly-owned subsidiaries of the Group on 22nd February 2023. The acquisition creates long-term value for the Group and its shareholders. Details of the purchase consideration, the net identifiable assets acquired and goodwill are as follows: Fair value HK$M Property, plant and equipment 632 Investment properties (Note) 15,291 Intangible assets 8 Right-of-use assets 105 Stocks 6 Trade and other receivables 536 Cash and cash equivalents 684 Trade and other payables (837) Taxation payable (27) Long-term loans and bonds (3,151) Lease liabilities (42) Deferred tax liabilities (2,536) Net identifiable assets acquired 10,669 Goodwill 1,419 12,088 Satisfied by: Purchase consideration settled in cash 4,383 Fair value of the equity interests previously held by the Group 7,705 12,088 Analysis of the net outflow of cash and cash equivalents for acquisition: Purchase consideration settled in cash 4,383 Less: Cash and cash equivalents acquired (684) Net cash outflow on acquisition 3,699 Note: The amounts include investment properties acquired of HK$15,230 million and initial leasing costs acquired of HK$61 million. The fair value of the acquired trade and other receivables was HK$536 million by which included trade receivables with a fair value of HK$65 million. None of these are expected to be uncollectible. The goodwill is mainly attributable to the growth opportunity. These benefits do not qualify for separate recognition of intangible assets and are not expected to be deductible for tax purposes. The gain arising from remeasuring the fair value of the existing equity interests in Taikoo Li Chengdu held by the Group before the acquisition amounted to HK$551 million. It is recognised in the consolidated statement of profit or loss within other net gains/(losses). Acquisition-related costs of HK$11 million have been recognised in the consolidated statement of profit or loss. The acquired business contributed revenue of HK$1,256 million and a profit of HK$960 million to the Group for the period from the date of completion of its acquisition (22nd February 2023) to 31st December 2023. If the acquisition had occurred on 1st January 2023, the acquired business would have contributed pro-forma revenue of HK$1,494 million and earned a profit of HK$1,073 million for the year ended 31st December 2023. These amounts have been calculated using the results of the acquired business and adjusting them for the additional depreciation and amortisation that would have been charged assuming fair value adjustments to property, plant and equipment and intangible assets had applied from 1st January 2023, together with the consequential tax effects. 204
ACCOUNTING POLICIES Apart from the material accounting policies presented within the corresponding notes to the financial statements, the other material accounting policies applied in the preparation of these consolidated financial statements are set out below: 1. Basis of Preparation The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRS”) issued by the Hong Kong Institute of Certified Public Accountants. The consolidated financial statements include “Audited Financial Information” in the Financing section on pages 81 to 89. The consolidated financial statements have been prepared under the historical cost convention as modified in relation to the revaluation of investment properties, put options in respect of non-controlling interests, financial assets at fair value through profit or loss and other comprehensive income, defined benefits assets/liabilities and derivative financial instruments, each of which are carried at fair value. 2. Basis of Consolidation The consolidated financial statements incorporate the financial statements of Swire Properties Limited, its subsidiary companies (together referred to as the “Group”) and the Group’s interests in joint venture and associated companies. The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary company is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are generally expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquired subsidiary either at fair value or at the non-controlling interest’s proportionate share of the acquired subsidiary’s net assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquired subsidiary and the acquisition-date fair value of any previous equity interest in the acquired subsidiary over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the acquired subsidiary, the difference is recognised directly in the consolidated statement of profit or loss. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred. Accounting policies of subsidiary companies have been changed where necessary to ensure consistency with the policies adopted by the Group. The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary company is recorded in equity. Gains or losses on disposals to non-controlling interests where control is not lost are also recorded in equity. When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in the consolidated statement of profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associated company, joint venture company or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in the consolidated statement of other comprehensive income are reclassified to the consolidated statement of profit or loss. Where the Group enters into a contract that contains an obligation (for example a written put option exercisable by the contract counterparty) to acquire shares in a partly-owned subsidiary company from the owner of the non-controlling interest, which is not part of a business combination, the Group records a financial liability in respect of the present value of the redemption amount with a corresponding charge directly to equity. Changes to the value of the financial liability are recognised in the consolidated statement of profit or loss within net finance charges. 205
ACCOUNTING POLICIES 2. Basis of Consolidation (continued) In the Group’s consolidated statement of financial position, its interests in joint venture and associated companies are accounted for using the equity method of accounting and are initially recognised at cost. The excess of the cost of investment in joint venture and associated companies over the fair value of the Group’s share of the identifiable net assets acquired at the date of acquisition represents goodwill. The Group’s interests in joint venture and associated companies include goodwill identified on acquisitions, net of any accumulated impairment loss. The Group’s share of its joint venture and associated companies’ post-acquisition profits or losses is recognised in the consolidated statement of profit or loss, and its share of post-acquisition movements in the consolidated statement of other comprehensive income is recognised in the consolidated statement of comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses equals or exceeds its interest in the joint venture or associated company, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint venture or associated company. The Group assesses at the end of each reporting period whether there is any objective evidence that its interests in joint venture and associated companies are impaired. Such objective evidence includes whether there has been any significant adverse changes in the technological, market, economic or legal environment in which the joint venture and associated companies operate or whether there has been a significant or prolonged decline in value below their cost. If there is an indication that an interest in a joint venture or associated company is impaired, the Group assesses whether the entire carrying amount of the investment (including goodwill) is recoverable. An impairment loss is recognised in the consolidated statement of profit or loss for the amount by which the carrying amount is higher than the higher of the investment’s fair value less costs of disposal or value-in-use. Any reversal of such impairment loss in subsequent periods is credited to the consolidated statement of profit or loss. The Group recognises the disposal of an interest in a joint venture company when it ceases to have joint control and the risks and rewards of ownership have passed to the acquirer. If the ownership interest in an associated company is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in the consolidated statement of other comprehensive income are reclassified to the consolidated statement of profit or loss where appropriate. Unrealised gains on transactions between the Group and its joint venture and associated companies are eliminated to the extent of the Group’s interest in these companies. Unrealised losses on assets transferred between the Group and its joint venture and associated companies are also eliminated unless the transactions provide evidence of impairment of the assets transferred. Accounting policies of joint venture and associated companies have been changed where necessary to ensure consistency with the policies adopted by the Group. Dilution gains and losses arising in respect of investments in associated companies are recognised in the consolidated statement of profit or loss. 3. Subsidiary Companies Subsidiary companies are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiary companies are consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Investments in subsidiary companies in the Company’s standalone financial statements are stated at cost less provision for any impairment losses. Income from subsidiary companies is accounted for on the basis of dividends received and receivable. Long-term loans to subsidiary companies are considered to be quasi-equity in nature where there is no defined repayment terms and no expectation of repayment. 4. Joint Venture and Associated Companies In the Company’s statement of financial position, its investments in joint venture and associated companies are stated at cost less provision for any impairment losses. Income from joint venture and associated companies is recognised by the Company on the basis of dividends received and receivable. Long-term loans to joint venture and associated companies are subject to expected credit losses assessment. The impairment methodology applied depends on whether there has been a significant increase in credit risk. 206
SWIRE PROPERTIES ANNUAL REPORT 2023 5. Foreign Currency Translation (a) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in Hong Kong dollars, which is the Company’s functional and presentation currency. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of profit or loss, except when deferred in the consolidated statement of other comprehensive income as qualifying cash flow hedges or qualifying net investment hedges. When a gain or loss on a non-monetary item is recognised directly in the consolidated statement of other comprehensive income, any associated translation difference is also recognised directly in the consolidated statement of other comprehensive income. When a gain or loss on a non-monetary item is recognised in the consolidated statement of profit or loss, any associated translation difference is also recognised in the consolidated statement of profit or loss. (c) Group companies The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; (ii) Income and expenses for each statement of profit or loss are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and (iii) All resulting exchange differences are recognised in the statement of other comprehensive income and accumulated in a separate component in equity. On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to the consolidated statement of other comprehensive income. When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are reclassified in the consolidated statement of profit or loss as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. 6. Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. 207
PRINCIPAL SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES Showing proportion of capital owned at 31st December 2023 Owned Attributable Owned by to the Group directly subsidiaries Issued and fully paid up % % % shares/Registered capital Principal activities Subsidiary companies: Incorporated in Hong Kong with limited liability and operating in Hong Kong: Achieve Bright Limited 100 100 – 100 shares (HK$100) Property trading Citiluck Development Limited 100 – 100 1,000 shares (HK$1,000) Property investment Cityplaza Holdings Limited 100 100 – 100 shares (HK$1,000) Property investment Coventry Estates Limited 100 – 100 4 shares (HK$40) Property investment Joyful Sincere Limited (d) 80 – 100 1 share (HK$1) Property trading One Queen’s Road East Limited 100 – 100 200 shares (HK$200) Property investment Pacific Place Holdings Limited 100 100 – 2 shares (HK$2) Property investment Redhill Properties Limited 100 100 – 250,000 shares (HK$7,300,000) Property investment Swire Properties (Finance) Limited 100 100 – 1,000,000 shares (HK$1,000,000) Financial services Swire Properties Management Limited 100 100 – 2 shares (HK$20) Property management Swire Properties MTN Financing Limited 100 100 – 1 share (HK$1) Financial services Swire Properties Real Estate Agency Limited 100 100 – 2 shares (HK$20) Real estate agency Taikoo Place Holdings Limited 100 100 – 2 shares (HK$2) Property investment Incorporated in the Chinese Mainland with limited liability and operating in the Chinese Mainland: (Sino–foreign joint venture) Taikoo Hui (Guangzhou) Development 97 – 97 Registered capital of Property investment Company Limited (b) RMB3,550,400,000 (Wholly foreign owned enterprises) Beijing Anye Property Management 100 – 100 Registered capital of Property investment Company Limited (b) RMB209,500,000 Beijing Sanlitun Hotel Management 100 – 100 Registered capital of Hotel investment Company Limited (b) RMB800,000,000 Beijing Sanlitun North Property Management 100 – 100 Registered capital of Property investment Company Limited (b) RMB2,784,000,000 Beijing Sanlitun South Property Management 100 – 100 Registered capital of Property investment Company Limited (b) RMB1,598,000,000 Chengdu Qianhao Real Estate Company Limited 100 – 100 Registered capital of Property investment US$329,000,000 Sunshine Melody (Guangzhou) Properties 100 – 100 Registered capital of Property investment Management Limited RMB295,000,000 Swire Properties (China) Investment 100 – 100 Registered capital of Holding company Company Limited (b) US$30,000,000 (Domestic company) Beijing Tianlian Real Estate Company Limited (b)(d) 100 – 100 Registered capital of Holding company RMB865,000,000 (Sino–foreign owned enterprise) Xi’an Tengyun Real Estate Company Limited (b) 70 – 70 Registered capital of Property investment RMB3,653,743,600 Notes: (a) This table lists the principal subsidiary, joint venture and associated companies of the Group including those which, in the opinion of the Directors, materially contribute to the net income of the Group or hold a material portion of the assets or liabilities of the Group. To give full details of these companies would, in the opinion of the Directors, result in particulars of excessive length. (b) Translated name. (c) Group interest held through joint venture and associated companies. (d) Companies the accounts of which are not audited by PricewaterhouseCoopers. These companies accounted for approximately 2.6% of attributable net assets at 31st December 2023. 208
SWIRE PROPERTIES ANNUAL REPORT 2023 Owned Attributable Owned by to the Group directly subsidiaries Issued and fully paid up % % % shares/Registered capital Principal activities Subsidiary companies (continued): Incorporated in the United States with limited liability and operating in the United States: 50A Developer LLC 100 – 100 Limited Liability Company Property trading and investment BCC Hotel Management Services LLC 100 – 100 Limited Liability Company Hotel management Brickell City Centre Plaza LLC 100 – 100 Limited Liability Company Property investment Brickell City Centre Project LLC 100 – 100 Limited Liability Company Property trading and investment Brickell City Centre Retail LLC 62.93 – 87.93 Limited Liability Company Property investment OID Holding Company LLC 100 – 100 Limited Liability Company Property trading and investment OID T1 Developer LLC 100 – 100 Limited Liability Company Property trading OID T2 Developer LLC 100 – 100 Limited Liability Company Property trading Swire Jadeco LLC 100 – 100 Limited Liability Company Property trading Swire Properties Inc 100 – 100 1,000 shares of US$0.01 each Holding company Swire Properties One LLC 100 – 100 Limited Liability Company Holding company Swire Properties US Inc 100 – 100 1,000 shares of US$0.01 each Holding company Swire Realty LLC 100 – 100 Limited Liability Company Real estate agency Incorporated in the British Virgin Islands with limited liability and operating in Hong Kong: Apex Best Investments Limited 100 100 – 1 share of US$1 Property investment Boom View Holdings Limited 100 100 – 2 shares of US$1 each Property investment Cherish Shine Limited 100 100 – 1 share of US$1 Property investment Da Long Limited 100 100 – 1 share of US$1 Property investment Gold Fountain Ventures Limited 100 100 – 1 share of US$1 Property investment High Grade Ventures Limited 100 100 – 1 share of US$1 Property trading and investment Keen Elite Group Limited 100 – 100 1 share of US$1 Property investment Novel Ray Limited 100 100 – 1 share of US$1 Property investment One Pacific Place Limited 100 – 100 1 share of US$1 Property investment Park Concept Group Limited 100 100 – 1 share of US$1 Property investment Prosperous Dynasty Limited 100 100 – 1 share of US$1 Property investment Sound Dragon Trading Co., Ltd. 100 100 – 1 share of US$1 Property investment Sino Flagship Investments Limited 100 – 100 1 share of US$1 Property investment Swire and Island Communication 60 60 – 100 shares of HK$10 each Property investment Developments Limited (d) and 1 non–voting dividend share of HK$10 Swire Properties China Holdings Limited 100 100 – 1 share of US$1 Holding company Incorporated in the British Virgin Islands with limited liability and operating in the Chinese Mainland: Great City China Holdings Limited 100 – 100 100 shares of US$1 each Holding company Joint venture companies: Incorporated in Hong Kong with limited liability and operating in Hong Kong: Hareton Limited (d) 50 – 50 100 shares (HK$1,000) Property investment Pacific Grace Limited 50 – (c) 2 shares (HK$2) Property investment Richly Leader Limited 50 – 50 1,000,000,000 shares Property investment (HK$700,000,000) Incorporated in the United States with limited liability and operating in the United States: Swire Brickell Key Hotel, Ltd. 75 – 75 Florida Partnership Hotel investment 209
PRINCIPAL SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES Showing proportion of capital owned at 31st December 2023 Owned Attributable Owned by to the Group directly subsidiaries Issued and fully paid up % % % shares/Registered capital Principal activities Joint venture companies (continued): Incorporated in the British Virgin Islands with limited liability: Dazhongli Properties Limited 50 – 50 1,000 shares of US$1 each Holding company (operating in the Chinese Mainland) Fortune Access Holdings Limited 25 – 25 100 shares of US$1 each Holding company (operating in Hong Kong) Honster Investment Limited 50 – 50 2 shares of US$1 each Holding company (operating in Hong Kong) Newfoundworld Investment Holdings Limited 26.67 – 26.67 15 shares of US$1 each Holding company (operating in Hong Kong) Incorporated in the Chinese Mainland with limited liability and operating in the Chinese Mainland: (Domestic companies) Beijing Linlian Real Estate Company Limited (b) 50 – 50 Registered capital of Property investment RMB400,000,000 Shanghai Kaiye Commercial Management 60 – 60 Registered capital of Property management Company Limited (b) RMB10,000,000 (Wholly foreign owned enterprise) Guan Feng (Shanghai) Real Estate Development 50 – (c) Registered capital of Property investment Company Limited (b) US$1,136,530,000 (Sino–foreign owned enterprises) Beijing Xingtaitonggang Properties 35 – 35 Registered capital of Property investment Company Limited (b) RMB9,500,000,000 Shanghai Qianxiu Company Limited (b) 50 – 50 Registered capital of Property investment RMB1,549,777,000 Sanya CDF Seaside Investment & Development 50 – 50 Registered capital of Property investment Company Limited (b)(d) RMB2,500,000,000 Incorporated in Indonesia with limited liability and operating in Indonesia: PT Jantra Swarna Dipta 50 – 50 1,728,176 shares of Property trading Rp1,000,000 each Incorporated in Thailand with limited liability and operating in Thailand: City Dynamic Limited (d) 40 – 40 5,000,000 shares of Property trading Baht10 each Associated companies: Incorporated in Hong Kong with limited liability and operating in Hong Kong: Greenroll Limited (d) 20 20 – 45,441,000 shares Hotel investment (HK$454,410,000) Queensway Hotel Limited (d) 20 – (c) 100,000 shares (HK$1,000,000) Hotel investment Shangri–La International Hotels 20 20 – 10,005,000 shares Hotel investment (Pacific Place) Limited (HK$10,005,000) Incorporated in the Chinese Mainland with limited liability and operating in the Chinese Mainland: (Sino–foreign owned enterprises) Shanghai Dongmao Real Estate Limited (b) 40 – 40 Registered capital of Property investment RMB16,000,000,000 Shanghai Yaolong Investment Limited (b) 40 – 40 Registered capital of Property trading and RMB2,200,000,000 investment Incorporated in Vietnam with limited liability and operating in Vietnam: City Garden Thu Thiem Limited Liability Company (d) 20 – (c) Charter capital of Property trading VND969,797,500,000 210
SCHEDULE OF PRINCIPAL GROUP PROPERTIES At 31st December 2023 Gross floor areas in square feet Hong Kong Chinese Mainland U.S.A. and Elsewhere Totals Held through Held through Held through Held through subsidiaries Held through other Held through other Held through other Held through and other subsidiaries companies subsidiaries companies subsidiaries companies subsidiaries companies Completed properties for investment Retail 2,321,585 223,903 4,597,709 1,621,358 496,508 – 7,415,802 9,261,063 Office 8,239,238 735,314 1,693,125 1,244,955 – – 9,932,363 11,912,632 Residential/Serviced apartment 555,551 – 157,180 73,662 – – 712,731 786,393 Hotels 358,371 435,770 872,034 467,442 – 258,750 1,230,405 2,392,367 11,474,745 1,394,987 7,320,048 3,407,417 496,508 258,750 19,291,301 24,352,455 Property developments for investment Retail – – – 2,079,324 – – – 2,079,324 Office 223,303 – – 1,524,077 – – 223,303 1,747,380 Residential/Serviced apartment 15,000 – – – – – 15,000 15,000 Hotels – – – 121,381 – – – 121,381 Under planning 779,000 – 2,936,376 1,672,454 1,510,000* – 5,225,376 6,897,830 1,017,303 – 2,936,376 5,397,236 1,510,000 – 5,463,679 10,860,915 Completed properties for sale Residential/Serviced apartment 5,608 – – – – 18,697 5,608 24,305 5,608 – – – – 18,697 5,608 24,305 Property developments for sale Retail 15,199 – – – – – 15,199 15,199 Residential/Mixed-use 795,266 379,576 – 463,623 1,073,000 2,057,758 1,868,266 4,769,223 810,465 379,576 – 463,623 1,073,000 2,057,758 1,883,465 4,784,422 13,308,121 1,774,563 10,256,424 9,268,276 3,079,508 2,335,205 26,644,053 40,022,097 * Brickell City Centre land is currently under planning. The site is included under “Properties held for development” in the financial statements. Notes: 1. All properties held through subsidiary companies are wholly-owned except for Island Place (60% owned), Chai Wan Inland Lot No. 178 (80% owned), Taikoo Hui, Guangzhou (97% owned), Taikoo Li Xi’an (70% owned) and Brickell City Centre (Retail: 62.93% owned). The above summary table includes the floor areas of these five properties in 100%. 2. “Other companies” comprise joint venture, associated companies and financial assets at fair value through profit or loss. The floor areas of properties held through such companies are shown on an attributable basis. 3. Gross floor areas in Hong Kong and the Chinese Mainland exclude car parking spaces; there are about 9,498 completed car parking spaces in Hong Kong and the Chinese Mainland, which are held by subsidiaries and other companies for investment. 4. When a Hong Kong property is held under a renewable lease, the expiry date of the renewal period is shown. 5. All properties in the U.S.A. are freehold. 6. Gross floor areas for all properties in the U.S.A. represent saleable or leasable areas for completed and nearly completed properties, which exclude car parking spaces; there are about 1,976 completed car parking spaces held by subsidiaries and other companies for investment. 211
SCHEDULE OF PRINCIPAL GROUP PROPERTIES At 31st December 2023 Completed properties for Leasehold Site area in Gross floor area Number of Year of investment in Hong Kong Lot number expiry square feet in square feet car parks completion Remarks Office 1. Pacific Place, 88 Queensway, Central One Pacific Place IL 8571 (part) 2135 115,066 863,266 – 1988 (part) Two Pacific Place IL 8582 & Ext. (part) 2047 203,223 695,510 – 1990 (part) 2. Three Pacific Place, IL 47A sA RP 2050-2852 40,236 627,657 111 2004/2007 Linked to The Mall One Queen’s IL 47A sB RP at Pacific Place and Road East IL 47A sC RP Admiralty MTR station. IL 47B sC RP IL 47A RP IL 47C sA ss1 RP IL 47C sA RP IL 47B sA RP IL 47B sB RP IL 47B RP IL 47A sB ss2 IL 47A sD IL 47B sD IL 47C RP IL 47D RP IL 47D sA RP IL 47 sA ss1 IL 47 sA RP IL 47 sB ss1 & RP IL 47 sC ss1 & ss2 sA & ss2 RP & ss3 sA & ss3 RP & ss4 & ss5 & ss6 sA & ss6 RP & ss7 RP & RP IL 47 sP IL 47 RP IL 47 sC ss5 Ext. IL 47 sC ss1 Ext. 3. Devon House, QBML 1 sE ss2 (part) 2881 70,414 803,452 311 1993 Linked to Dorset House Taikoo Place QBML 1 sF ss1 (part) (part) and Cambridge House. QBML 1 sF RP (part) ML 703 sN (part) 4. Dorset House, QBML 1 sQ (part) 2881 238,582 601,723 204 1994 Linked to Devon House Taikoo Place QBML 1 sR ss1 (part) (part) and PCCW Tower. QBML 1 sR RP (part) QBML 1 sS (part) QBML 1 sT ss1 (part) QBML 1 sT ss2 (part) QBML 1 sT RP (part) QBML 1 sU (part) QBML 1 sW (part) QBML 1 RP (part) 5. Lincoln House, QBML 1 sQ (part) 2881 238,582 333,529 164 1998 Linked to PCCW Tower Taikoo Place QBML 1 sR ss1 (part) (part) and One Taikoo Place. QBML 1 sR RP (part) QBML 1 sS (part) QBML 1 sT ss1 (part) QBML 1 sT ss2 (part) QBML 1 sT RP (part) QBML 1 sU (part) QBML 1 sW (part) QBML 1 RP (part) 6. Oxford House, QBML 1 sC ss4 2881/2899 33,434 501,253 182 1999 Linked to One Taikoo Taikoo Place QBML 1 sC ss7 (part) Place. QBML 2 & Ext. sD 212
SWIRE PROPERTIES ANNUAL REPORT 2023 Completed properties for Leasehold Site area in Gross floor area Number of Year of investment in Hong Kong Lot number expiry square feet in square feet car parks completion Remarks Office (continued) 7. Cambridge House, QBML 1 sE ss2 (part) 2881 70,414 268,795 – 2003 Linked to Devon House. Taikoo Place QBML 1 sF ss1 (part) (part) QBML 1 sF RP (part) ML 703 sN (part) 8. One Island East, QBML 1 sC ss5 (part) 2881/2899 109,929 1,309,404 – 2008 Floor area is approximation Taikoo Place QBML 1 sC ss6 (part) (part) and excludes nine floors which QBML 2 & Ext. sF (part) were assigned to SFC on QBML 2 & Ext. sG (part) 21st December 2023. QBML 2 & Ext. sH ss6 sB RP (part) QBML 2 & Ext. sH RP (part) QBML 2 & Ext. RP (part) QBIL 15 sD (part) 9. One Taikoo Place, QBML 1 sQ (part) 2881 238,582 1,013,368 82 2018 Linked to Lincoln House and Taikoo Place QBML 1 sR ss1 (part) (part) Oxford House. QBML 1 sR RP (part) QBML 1 sS (part) QBML 1 sT ss1 (part) QBML 1 sT ss2 (part) QBML 1 sT RP (part) QBML 1 sU (part) QBML 1 sW (part) QBML 1 RP (part) 10. Two Taikoo Place, QBML 1 sQ (part) 2881 238,582 994,545 346 2022 Linked to PCCW Tower. Taikoo Place QBML 1 sR ss1 (part) (part) QBML 1 sR RP (part) QBML 1 sS (part) QBML 1 sT ss1 (part) QBML 1 sT ss2 (part) QBML 1 sT RP (part) QBML 1 sU (part) QBML 1 sW (part) QBML 1 RP (part) 11. SPACES. 8QRE, IL 5250 2089/ 4,612 81,346 – 2013 With ground floor retail. 8 Queen’s IL 7948 2103/2113 (Refurbishment) Road East, IL 7950 Wan Chai 12. Five Pacific Place, ML 23 2843 9,622 145,390 – 2012 28 Hennessy Road, IL 2244 RP Wan Chai IL 2245 RP Total held through subsidiaries 8,239,238 1,400 13. PCCW Tower, QBML 1 sQ (part) 2881 238,582 613,679 217 1994 Linked to Dorset House, Taikoo Place QBML 1 sR ss1 (part) (part) Lincoln House and Two QBML 1 sR RP (part) Taikoo Place. Floor area QBML 1 sS (part) shown represents the whole QBML 1 sT ss1 (part) development, in which the QBML 1 sT ss2 (part) Group owns a 50% interest. QBML 1 sT RP (part) QBML 1 sU (part) QBML 1 sW (part) QBML 1 RP (part) 14. Berkshire House, IL 8854 2047 25,926 388,838 84 1998 Floor area shown represents Taikoo Place the whole development, in which the Group owns a 50% interest. 15. One Citygate, TCTL 2 (part) 2047 358,557 160,522 63 1999/ Above Citygate Outlets. Floor Tung Chung, (part) 2000 area shown represents the Lantau whole of the office area of the development, in which the Group owns a 26.67% interest. 16. South Island Place, AIL 461 RP 2064 25,260 382,499 137 2018 Floor area shown represents Wong Chuk Hang the whole development, in which the Group owns a 50% interest. Total held through joint venture companies 1,545,538 501 – of which attributable to the Group 735,314 213
SCHEDULE OF PRINCIPAL GROUP PROPERTIES At 31st December 2023 Completed properties for Leasehold Site area in Gross floor area Number of Year of investment in Hong Kong Lot number expiry square feet in square feet car parks completion Remarks Retail 1. Pacific Place, 88 Queensway, Central The Mall at IL 8571 (part) 2135/2047 318,289 711,182 426 1988/1990 Shopping centre with Pacific Place IL 8582 & Ext. (part) (part) restaurants and a cinema. Access to Admiralty MTR station. Pacific Place also comprises serviced apartments and hotels, details of which are given in the Residential and Hotel categories below. 2. Cityplaza, QBML 2 & Ext. sK ss5 (part) 2899 334,475 1,096,898 845 1983/ Shopping centre with Taikoo Shing QBML 2 & Ext. sR RP (part) (part) 1987/ restaurants, ice-skating QBML 2 & Ext. sR ss1 sA (part) 1997/ rink, cinema and access QBML 2 & Ext. sR ss2 (part) 2000 to Tai Koo MTR station. QBML 2 & Ext. sQ RP (part) QBML 2 & Ext. sQ ss7 sA (part) QBML 2 & Ext. sQ ss7 RP (part) QBML 2 & Ext. sQ ss2 sB (part) QBML 2 & Ext. sQ ss2 sA ss1 (part) QBML 2 & Ext. sQ ss2 sA RP (part) QBML 2 & Ext. sJ RP (part) 3. Commercial areas SML 1 sA ss1, SML 1 sA RP 2081/ – 329,810 1,488 1977-1985 Neighbourhood shops, in Stages I - X of SML 1 sB, SML 2 sC RP 2889/2899 schools and car parking Taikoo Shing SML 2 sC ss2 spaces. SML 2 sD, SML 2 RP QBML 2 & Ext. sJ ss1 QBML 2 & Ext. sJ ss3 QBML 2 & Ext. sL QBML 2 & Ext. sN QBML 2 & Ext. sQ ss4 & ss5 QBML 2 & Ext. sQ ss2 sC QBML 2 & Ext. sS ss1 QBML 2 & Ext. sH ss1 QBML 2 & Ext. sH ss3 sA QBML 2 & Ext. sK ss3 sA QBML 2 & Ext. sU ss1 QBML 2 & Ext. sK ss3 RP QBML 2 & Ext. sK ss4 sA & RP QBML 2 & Ext. sT ss1 & RP QBML 2 & Ext. sU RP QBML 2 & Ext. sK ss9 & ss10 & ss11 & ss13 & ss16 (part) 4. Island Place, IL 8849 (part) 2047 106,498 150,223 288 1996 Floor area shown 500 King’s Road, (part) represents the whole North Point shopping centre podium, in which the Group owns a 60% interest. 5. StarCrest, IL 8853 (part) 2047 40,871 13,112 83 1999 Floor area shown 9 Star Street, (part) represents the whole of Wan Chai the retail podium. 6. EAST Residences, ML 703 sI (part) 2881 8,664 12,312 – 2014 Floor area shown 23 Tong Chong (part) represents the whole of a Street, Taikoo Place 3-storey retail podium (excluding serviced- suites above). 7. STAR STUDIOS I & II, IL 47 sF (part) 2056/2852 6,775 5,197 – 2016 Floor area shown 8-10 & 18 Wing IL 47 sG (part) (part) (Refurbishment) represents the retail area Fung Street, IL 47 sH (part) (excluding residential Wan Chai IL 47 sI (part) apartments). IL 8464 (part) 214
SWIRE PROPERTIES ANNUAL REPORT 2023 Completed properties for Leasehold Site area in Gross floor area Number of Year of investment in Hong Kong Lot number expiry square feet in square feet car parks completion Remarks Retail (continued) 8. EIGHT STAR STREET, IL 526 sA ss1 sC 2856 3,609 2,851 – 2022 Floor area shown Wan Chai IL 526 sA ss1 sB ss1 (part) represents the whole of IL 526 sA ss1 sB RP the retail podium. IL 526 sA ss2 IL 526 sA ss3 IL 526 sA RP Total held through subsidiaries 2,321,585 3,130 9. Tung Chung TCTL 1 (part) 2047 331,658 36,053 75 1998/ Floor area shown Crescent, (part) 1999 represents the retail space, Tung Chung, in which the Group owns a Lantau 26.67% interest. 10. TCTL 2 (part) 2047/ 466,476 803,582 1,197 1999/ Floor area shown Citygate Outlets, Tung Chung, TCTL 11 (part) 2063 (part) 2000/ represents the whole of Lantau 2019 the retail area of the development, in which the Group owns a 26.67% interest. Total held through joint venture companies 839,635 1,272 – of which attributable to the Group 223,903 Residential 1. Pacific Place IL 8582 & Ext. (part) 2047 203,223 443,075 – 1990 270 serviced suites within Apartments, (part) the Conrad Hong Kong 88 Queensway, Hotel tower. Central 2. EAST Residences, ML 703 sI (part) 2881 8,664 62,756 – 2014 106 serviced suites above 23 Tong Chong Street, (part) a 3-storey retail podium. Taikoo Place Floor area shown excludes retail portion. 3. STAR STUDIOS I & II, IL 47 sF (part) 2056/2852 6,775 47,076 – 2016 120 apartments above 8-10 & 18 Wing IL 47 sG (part) (part) (Refurbishment) ground floor shops. Fung Street, IL 47 sH (part) Floor area shown Wan Chai IL 47 sI (part) excludes retail area IL 8464 (part) (5,197 square feet). 4. House B, RBL 507 & Ext. (part) 2097 20,733 2,644 – 1980 One detached house. 36 Island Road, (part) Deep Water Bay Total held through subsidiaries 555,551 – Hotel 1. EAST Hong Kong, QBML 2 & Ext. sR RP (part) 2899 146,184 199,633 – 2009 331-room hotel. Taikoo Shing QBML 2 & Ext. sR ss1 sA (part) (part) QBML 2 & Ext. sR ss2 (part) QBML 2 & Ext. sQ RP (part) QBML 2 & Ext. sQ ss7 sA (part) QBML 2 & Ext. sQ ss7 RP (part) QBML 2 & Ext. sQ ss2 sB (part) QBML 2 & Ext. sQ ss2 sA ss1 (part) QBML 2 & Ext. sQ ss2 sA RP (part) QBML 2 & Ext. sJ RP (part) 2. The Upper House, IL 8571 (part) 2135 115,066 158,738 – 2009 117-room hotel above the Pacific Place (part) (Refurbishment) JW Marriott Hotel. Total held through subsidiaries 358,371 – 3. JW Marriott Hotel, IL 8571 (part) 2135 115,066 525,904 – 1988 608-room hotel, in which Pacific Place (part) the Group owns a 20% interest. 4. Conrad Hong Kong IL 8582 & Ext. (part) 2047 203,223 555,590 – 1990 513-room hotel, in which Hotel, Pacific Place (part) the Group owns a 20% interest. 5. Island Shangri-La IL 8582 & Ext. (part) 2047 203,223 605,728 – 1991 557-room hotel, in which Hotel, Pacific Place (part) the Group owns a 20% interest. Total held through associated companies 1,687,222 – – of which attributable to the Group 337,444 215
SCHEDULE OF PRINCIPAL GROUP PROPERTIES At 31st December 2023 Completed properties for Leasehold Site area in Gross floor area Number of Year of investment in Hong Kong Lot number expiry square feet in square feet car parks completion Remarks Hotel (continued) 6. Novotel Citygate TCTL 2 (part) 2047 358,557 236,758 25 2005 440-room hotel, in which Hong Kong, (part) the Group owns a 26.67% Citygate interest. 7. The Silveri TCTL 11 (part) 2063 107,919 131,965 5 2019 206-room hotel, in which Hong Kong – MGallery, (part) the Group owns a 26.67% Citygate interest. Total held through joint venture companies 368,723 30 – of which attributable to the Group 98,326 Completed properties for Leasehold Site area in Gross floor area Number of Year of investment in the Chinese Mainland Address expiry square feet in square feet car parks completion Remarks Retail 1. Taikoo Li Sanlitun 19 Sanlitun Road, 2044 566,332 776,909 417 2007 Shopping centre with (Taikoo Li Sanlitun South) Chaoyang district, Beijing (2054 for (part) restaurants and cinema. car parks) 2. Taikoo Li Sanlitun 11 Sanlitun Road, 2044 566,332 519,399 340 2007 Shopping centre with (Taikoo Li Sanlitun North) Chaoyang district, Beijing (2054 for (part) restaurants. car parks) 3. Taikoo Li Sanlitun 58 Gongti North Road, 2033 40,102 293,405 50 2021 Shopping centre with (Taikoo Li Sanlitun West) Chaoyang district, Beijing restaurants leased by the Group. 4. Building 15 15 Sanlitun North, 2048 4,861 23,056 – 2000s Commercial building Chaoyang district, Beijing acquired by the Group. 5. The Red Building 15A, 2027 7,641 10,077 – 2000s Shopping centre leased by Sanlitun North, the Group. Chaoyang district, Beijing 6. Hui Fang 75 Tianhe East Road, 2044 174,377 90,847 100 2008 Shopping centre with Tianhe district, (part) restaurants. Guangzhou 7. Taikoo Hui 381-389 Tianhe Road 2051 526,941 1,529,392 718 2011 Shopping centre with (odd numbers), (part) restaurants. Floor area Tianhe district, shown represents the Guangzhou retail portion, in which the Group owns a 97% interest. 8. Taikoo Li Chengdu Daci Temple Area, 2051 814,604 1,314,237 1,051 2014 Shopping centre with 9 Dongda Street, (part) restaurants and cinema. Jinjiang district, Floor area shown Chengdu represents the retail portion. 9. Heritage Buildings in Daci Temple Area, 2034 N/A 40,387 – 2014 Heritage Buildings Taikoo Li Chengdu 9 Dongda Street, (part) leased from the local Jinjiang district, government as part of Chengdu the retail operation of Taikoo Li Chengdu. Total held through subsidiaries 4,597,709 2,676 10. INDIGO 18 Jiuxianqiao Road, 2044 631,072 946,769 617 2012 Shopping centre with Chaoyang district, Beijing (2054 for (part) restaurants and cinema. car parks) Floor area shown represents the retail portion, in which the Group owns a 50% interest. 11. HKRI Taikoo Hui South of West Nanjing 2049 676,091 1,039,407 240 2016 Floor area shown Road and east of Shi Men (part) represents the retail Yi Road, Jing’an district, portion, in which the Group Shanghai owns a 50% interest. 216
SWIRE PROPERTIES ANNUAL REPORT 2023 Completed properties for Leasehold Site area in Gross floor area Number of Year of investment in the Chinese Mainland Address expiry square feet in square feet car parks completion Remarks Retail (continued) 12. Metrolink in South of West Nanjing 2028 N/A 67,813 – 2018 Shopping corridor leased HKRI Taikoo Hui Road and underneath (part) from Shanghai Shentong Shi Men Yi Road, Jing’an Metro and operated by district, Shanghai HKRI Taikoo Hui, in which the Group owns a 50% interest. 13. Taikoo Li Qiantan East of Yangsi West Road, 2053 638,125 1,188,727 907 2020 The Group owns a 50% West of Dongyu Road, interest. North of Haiyang West Road, Pudong New district, Shanghai Total held through joint venture companies 3,242,716 1,764 – of which attributable to the Group 1,621,358 Office 1. Taikoo Hui North of Tianhe Road and 2051 526,941 1,693,125 – 2011 Floor area shown Towers 1 & 2 west of Tianhe East Road, (part) represents the office Tianhe district, Guangzhou portion, in which the Group owns a 97% interest. Total held through subsidiaries 1,693,125 – 2. ONE INDIGO 20 Jiuxianqiao Road, 2054 631,072 589,071 390 2011 Floor area shown Chaoyang district, Beijing (part) represents the office portion, in which the Group owns a 50% interest. 3. HKRI Centre 1 and South of West Nanjing 2059 676,091 1,900,838 798 2016 Floor area shown HKRI Centre 2 Road and east of (part) represents the office Shi Men Yi Road, Jing’an portion, in which the Group district, Shanghai owns a 50% interest. Total held through joint venture companies 2,489,909 1,188 – of which attributable to the Group 1,244,955 Hotel 1. The Opposite House 11 Sanlitun Road, 2044 566,332 169,463 32 2007 99-room hotel. Chaoyang district, Beijing (2054 for (part) car parks) 2. Mandarin Oriental, North of Tianhe Road and 2051 526,941 Hotel: – 2012 263-room hotel and Guangzhou west of Tianhe East Road, (part) 509,434 24 serviced apartments, Tianhe district, Guangzhou Serviced – in which the Group owns apartment: a 97% interest. 50,376 559,810 3. The Temple House Daci Temple Area, 2051 814,604 Hotel: – 2015 100-room hotel and 9 Dongda Street, (part) 193,137 42 serviced apartments. Jinjiang district, Serviced – Chengdu apartment: 106,804 299,941 Total held through subsidiaries 1,029,214 32 4. EAST Beijing 22 Jiuxianqiao Road, 2044 631,072 358,301 240 2012 365-room hotel, in which Chaoyang district, Beijing (2054 for (part) the Group owns a 50% office and interest. car parks) 217
SCHEDULE OF PRINCIPAL GROUP PROPERTIES At 31st December 2023 Completed properties for Leasehold Site area in Gross floor area Number of Year of investment in the Chinese Mainland Address expiry square feet in square feet car parks completion Remarks Hotel (continued) 5. The Sukhothai Shanghai 380 Weihai Road, 2049 676,091 Hotel: 79 2018 201-room hotel, in which the Hotel Jing’an district, (part) 328,625 Group owns a 50% interest. Shanghai The Middle House 366 Shi Men Yi Road, Hotel: 43 2018 111-room hotel, in which the Jing’an district, 247,958 Group owns a 50% interest. Shanghai The Middle House 366 Shi Men Yi Road, Serviced 40 2018 102 serviced apartments, Residences Jing’an district, apartment: in which the Group owns a Shanghai 147,323 50% interest. 723,906 Total held through joint venture companies 1,082,207 402 – of which attributable to the Group 541,104 Completed properties for Site area in Gross floor area Number of Year of investment in the United States Address square feet in square feet car parks completion Remarks Retail 1. Brickell City Centre – 701 S Miami Avenue, 380,670 496,508 1,137 2016 Floor area shown represents retail portion Miami, Florida (part) the whole shopping centre, in which the Group owns a 62.93% interest. 2. Car parking spaces for 78 SW 7th Street and 380,670 – 389 2016 The Group owns the 389 Two Brickell City Centre, 788 Brickell Plaza, Miami, Florida (part) car parking spaces of the Three Brickell City Centre, sold properties. EAST Residences and EAST Miami Total held through subsidiaries 496,508 1,526 Hotel 1. Mandarin Oriental, South Brickell Key, 120,233 345,000 600 2000 326-room luxury hotel in Miami Miami, Florida central Miami, in which the Group owns a 75% interest. Total held through joint venture companies 345,000 600 – of which attributable to the Group 258,750 Gross floor Expected Property developments for Leasehold Site area in area in Number of Stage of completion investment in Hong Kong Lot number expiry square feet square feet car parks completion date Remarks Residential 1. Rocky Bank, RBL 613 RP 2099 28,197 15,000 – Superstructure 2024 Floor area shown is an 6 Deep Water Bay works in progress approximation. Road Total held through subsidiaries 15,000 – Office 1. Six Pacific Place, IL 2242 2843 14,433 223,303 88 Interior fit out 2024 Floor area shown is 46-56 Queen’s Road IL 2244 sA works in progress an approximation. East IL 2244 sB IL 2244 sC IL 2245 sA IL 2245 sB IL 2245 sC IL 2245 sD IL 2245 sE IL 2245 sF Total held through subsidiaries 223,303 88 218
SWIRE PROPERTIES ANNUAL REPORT 2023 Gross floor Expected Property developments for Leasehold Site area in area in Number of Stage of completion investment in Hong Kong Lot number expiry square feet square feet car parks completion date Remarks Under planning 1. 8 Shipyard Lane and QBML 2 & Ext sE ss2 2899 51,937 Under To be Under To be 1067 King’s Road QBML 2 & Ext sE ss6 planning: determined Planning determined 779,000 Total held through subsidiaries 779,000 – Property developments Expected for investment in the Leasehold Site area in Gross floor area Number of Stage of completion Chinese Mainland Address expiry square feet in square feet car parks completion date Remarks Retail 1. Phase III of the Next to and on the west 2063 2,233,401 Under 2,582 Basement From late A premium, resort-style, Sanya International of current Phase II of planning: works in 2025 retail-led development Duty-Free Complex the Sanya International 2,233,401 progress in the Haitang district of Duty-Free Complex Sanya. The Group owns a 50% interest. 2. INDIGO Phase Two, Next to and on the east 2060 842,807 Under To be Basement and Phase 1: An office-led, mixed-use Beijing – of current INDIGO, (part) planning: determined superstructure 2025 extension of the retail portion Beijing 889,608 works are in Phase 2: existing INDIGO project progress 2026 comprising a shopping mall, office towers, and a hotel. The Group owns a 35% interest. Total held through joint venture companies 3,123,009 2,582 – of which attributable to the Group 1,428,063 3. Shanghai New Next to and on the 2053 686,789 Under 1,674 total Basement From A mixed-use development Bund Mixed-use east of current (part) planning: for retail and retail 2025 comprising retail, office Project – Taikoo Li Qiantan, 1,628,152 and office construction and residential uses, retail portion Pudong District, in progress directly opposite Taikoo Shanghai Li Qiantan. The Group owns a 40% interest. Total held through associated companies 1,628,152 1,674 – of which attributable to the Group 651,261 Office 1. INDIGO Phase Two, Next to and on the east 2070 842,807 Under To be Basement and Phase 1: An office-led, mixed-use Beijing – of current INDIGO, (part) planning: determined superstructure 2025 extension of the office portion Beijing 2,809,103 works are in Phase 2: existing INDIGO project progress 2026 comprising a shopping mall, office towers, and a hotel. The Group owns a 35% interest. Total held through joint venture companies 2,809,103 – – of which attributable to the Group 983,186 2. Shanghai New Next to and on the 2063 686,789 Under 1,674 total Office towers From A mixed-use development Bund Mixed-use east of current (part) planning: for retail topped out 2025 comprising retail, office Project – Taikoo Li Qiantan, 1,352,228 and office and residential uses, office portion Pudong District, directly opposite Taikoo Shanghai Li Qiantan. The Group owns a 40% interest. Total held through associated companies 1,352,228 1,674 – of which attributable to the Group 540,891 219
SCHEDULE OF PRINCIPAL GROUP PROPERTIES At 31st December 2023 Property developments Expected for investment in the Leasehold Site area in Gross floor area Number of Stage of completion Chinese Mainland Address expiry square feet in square feet car parks completion date Remarks Hotel 1. INDIGO Phase Two, Next to and on the east 2060 842,807 Under To be Basement and 2026 An office-led, mixed-use Beijing – of current INDIGO, (part) planning: determined superstructure extension of the hotel portion Beijing 346,803 works are existing INDIGO project in progress comprising a shopping mall, office towers, and a hotel. The Group owns a 35% interest. Total held through joint venture companies 346,803 – – of which attributable to the Group 121,381 Under planning 1. Taikoo Li Xi’an The Small Wild Goose 2064 1,383,111 Under To be Excavation From Retail-led mixed-use Pagoda historical planning: determined works in 2026 development comprising and cultural zone 2,936,376 progress retail and cultural Beilin District, Xi’an facilities in addition to a hotel and serviced residences. The Group owns a 70% interest. Total held through subsidiaries 2,936,376 – 2. Shanghai Yangjing E08-4, E10-2, E12-1, 2061 for 1,635,418 Under To be Basement From A mixed-use Mixed-use Project E13-1 and E13-3 retail planning: determined structure 2027 development comprising Plots in Yangjing 2071 for 4,181,136 works are premium residential, Riverside, Pudong office and in progress retail, office and cultural District, Shanghai culture facilities, potentially a 2091 for lifestyle hotel as well. residential The Group owns a 40% interest. Total held through associated companies 4,181,136 – – of which attributable to the Group 1,672,454 Property developments for Gross floor area Number of Expected investment in the United States Site area in square feet in square feet car parks completion date Remarks Under planning 1. Brickell City Centre land, 123,347 Under planning: To be To be The second phase of the Brickell City Centre Miami, Florida 1,510,000 determined determined development is being planned. Total held through subsidiaries 1,510,000 – Completed properties for sale Site area in Gross floor area Number of Year of in Vietnam Address square feet in square feet car parks completion Remarks Residential 1. The River Thu Thiem, Lot 3.15 165,518 93,485 – 2022 3 residential towers with 525 units, in which the Group effectively owns a 20% interest. Gross floor area excludes 6,886 sqm of parking and 4,500 sqm of retail which is not included in the Group’s investment. As of 31st December 2023, sales of 467 units had been closed. Floor area shown represents the gross floor area of the remaining 58 residential units. Total held through associated companies 93,485 – – of which attributable to the Group 18,697 220
SWIRE PROPERTIES ANNUAL REPORT 2023 Completed properties Site area in Gross floor area Number of Year of for sale in Hong Kong Address square feet in square feet car parks completion Remarks Residential 1. EIGHT STAR STREET 8 Star Street, 3,609 5,608 – 2022 Residential block comprising Wan Chai (part) 37 units over retail podium. As of 31st December 2023, sales of 33 units had been closed. Floor area shown represents the gross floor area of remaining 4 residential units. Total held through subsidiaries 5,608 – Property developments Site area in Gross floor area Number of Expected for sale in Hong Kong Lot number Leasehold expiry square feet in square feet car parks completion date Remarks Residential 1. 269 Queen’s Road IL 9061 2072 13,203 102,990 To be 2026 Residential block over retail East (part) determined podium. Floor area shown represents the residential portion of the development. 2. Chai Wan Inland CWIL 178 2071 96,876 692,276 To be From 2025 The residential portion of Lot No. 178 (part) determined the whole development, in which the Group owns a 80% interest. Total held through subsidiaries 795,266 – 3. LA MONTAGNE, AIL 467 2067 738,199 638,305 138 2024 Floor area shown Wong Chuk Hang (part) represents the whole Wong Chuk Hang Station Package Four development, in which the Group owns a 25% interest. 4. 983-987A QBML 1 sJ ss1 2881 42,018 Residential/ To be 2028 Residential blocks over King’s Road and QBML 1 sJ ss2 Retail: determined retail podium. Floor area 16-94 Pan Hoi Street QBML 1 sJ ss3 440,000 shown represents the QBML 1 sJ ss4 whole development, in QBML 1 sJ ss5 which the Group owns a QBML 1 sJ ss6 50% interest. The area QBML 1 sJ ss7 shown is subject to change. QBML 1 sJ RP QBML 1 sK ss1 QBML 1 sK ss2 QBML 1 sK ss3 QBML 1 sK ss4 QBML 1 sK ss5 QBML 1 sK RP QBML 1 sL ss1 QBML 1 sL RP Total held through joint venture companies 1,078,305 138 – of which attributable to the Group 379,576 Retail 1. 269 Queen’s Road IL 9061 2072 13,203 13,197 To be 2026 The retail portion of the East (part) determined whole development. 2. Chai Wan Inland CWIL 178 2071 96,876 2,002 To be From 2025 The retail portion of the Lot No. 178 (part) determined whole development, in which the Group owns a 80% interest. Total held through subsidiaries 15,199 – 221
SCHEDULE OF PRINCIPAL GROUP PROPERTIES At 31st December 2023 Property developments for sale Gross floor area Number of Expected in the United States Site area in square feet in square feet car parks completion date Remarks 1. South Brickell Key, 105,372 Residential: 395 – The Group has announced Miami, Florida 550,000 plans to develop a luxury residential and hospitality project on Brickell Key, Miami. 2. North Squared, 380,670 Residential: 544 – The development on the North Miami, Florida (part) 523,000 Squared site is currently on hold. Total held through subsidiaries 1,073,000 939 Property developments Site area in Gross floor area Number of Expected for sale in Indonesia Lot number/Address square feet in square feet car parks completion date Remarks 1. Savyavasa, Jalan Wijaya II No.37A 227,982 Residential: 1,079 2024 Residential tower with South Jakarta Kebayoran Baru, South Jakarta 1,122,728 402 units, in which the Group owns a 50% interest. Total held through joint venture companies 1,122,728 1,079 – of which attributable to the Group 561,364 Property developments Site area in Gross floor area Number of Expected for sale in Vietnam Lot number/Address square feet in square feet car parks completion date Remarks 1. Empire City Thu Thiem, (Zone 2b) 1,103,461 Residential/ 3,990 In phases A residential-led mixed-use project Mixed-use: up to 2028 comprising luxury residential 5,357,318 condominiums, an office tower, a hotel, serviced apartments and a retail mall. To be completed in phases up to 2028. The Group effectively owns a 15.73% interest. Gross floor area excludes 172,295 sqm of parking (although this is included in the Group’s investment). Total held through financial assets 5,357,318 3,990 at fair value through profit or loss – of which attributable to the Group 842,706 Property developments for sale in the Site area in Gross floor area Number of Expected Chinese Mainland Lot number/Address square feet in square feet car parks completion date Remarks 1. Shanghai Next to and on the east of 686,789 Residential/ 1,156 From A mixed-use development comprising New Bund current Taikoo Li Qiantan, (part) Mixed-use: 2025 retail, office and residential uses, Mixed-use Pudong District, Shanghai 1,159,057 directly opposite Taikoo Li Qiantan. Project As of December 2023, approximately 88% of residential properties have been pre-sold. The Group owns a 40% interest. Total held through associated companies 1,159,057 1,156 – of which attributable to the Group 463,623 Property developments Site area in Gross floor area Number of Expected for sale in Thailand Lot number/Address square feet in square feet car parks completion date Remarks 1. Wireless Road, Wireless Road, Bangkok 136,186 Residential: 1,000 2029 A freehold luxury condominium Bangkok 1,634,220 project located in the prime Lumphini sub-district, Bangkok. The project is expected to be completed in 2029. The Group holds 40% interest in the project. Total held through joint venture companies 1,634,220 1,000 – of which attributable to the Group 653,688 222
GLOSSARY References in this document to Hong Kong are to Ratios Hong Kong SAR. Attributable gross rental income Gross rental income less Profit attributable to amount shared by non-controlling interests plus the Group’s the Company’s shareholders share of gross rental income of joint venture and associated Earnings per share = companies, and adjusted with related rental concession Weighted average number of shares recognised in the consolidated statement of profit or loss. in issue during the year Equity attributable to the Company’s shareholders Equity before non-controlling interests. Return on average Profit attributable to Gross borrowings Total of loans, bonds and overdrafts. equity attributable to = the Company’s shareholders Net assets employed Total equity plus net debt. the Company’s Average equity during the year shareholders attributable to the Company’s Net debt Total borrowings and lease liabilities less shareholders short-term deposits and bank balances. Underlying profit Reported profit adjusted principally for the impact of (i) changes in the fair value of investment Equity attributable to Equity before properties, (ii) deferred tax on investment properties and the Company’s non-controlling interests (iii) amortisation of right-of-use assets reported under shareholders = investment properties. per share Number of shares in issue Recurring underlying profit Underlying profit adjusted for at the end of the year significant credits and charges of a non-recurring nature, including gains on the sale of interests in investment Net debt properties. Gearing ratio = Total equity Operating profit Interest cover = Net finance charges Operating profit Cash interest cover = Total of net finance charges and capitalised interest Dividends paid and declared Dividend payout ratio = Profit attributable to the Company’s shareholders 223
FINANCIAL CALENDAR AND INFORMATION FOR INVESTORS Financial Calendar 2024 Shares traded ex-dividend 2nd April Annual Report available to shareholders 5th April Share register closed for 2023 second interim dividend entitlement 5th April Payment of 2023 second interim dividend 2nd May Share register closed for attending and voting at Annual General Meeting 2nd – 7th May Annual General Meeting 7th May Interim results announcement August 2024 first interim dividend payable October 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 grateful Website: www.computershare.com to receive your comments on our public announcements and disclosures via e-mail to [email protected]. Stock Code Hong Kong Stock Exchange 01972 Independent Auditors PricewaterhouseCoopers Certified Public Accountants and Registered PIE Auditor 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 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. 224
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