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Annual Report
2025
Experience is central
™
Hongkong Land is a major listed property development,
investment and management group. It focuses on developing, owning and managing
premium and ultra-premium mixed-use real estate in Asian gateway cities, featuring
Grade A office, luxury retail, residential and hospitality products. With over US$47 billion
*
in assets under management, Hongkong Land’s ultra-premium mixed-use real estate
footprint spans over 1.86 million sq. m.
*
lettable area in operation and 1.43 million sq. m.
*
lettable area under development, with flagship mixed-use projects in Hong Kong,
Singapore and Shanghai. Its properties hold industry leading green building certifications
and attract the world’s foremost companies and luxury brands. Established in 1889,
Hongkong Land takes a long-term view, investing significantly alongside its capital
partners and concentrating its portfolio where it can create the most value for tenants,
customers and investors. Hongkong Land Holdings Limited has a primary listing on the
London Stock Exchange, with secondary listings in Singapore and Bermuda. Hongkong
Land is a member of the Jardine Matheson Group.
*
As at 31 December 2025
Corporate Overview Inside Front
Corporate Information 2
Highlights 3
Experience is central
™
4
Chairman’s Statement 6
Chief Executive’s Review 8
How We will Create Long-Term Value 12
Operational Review 14
Financial Review 22
Sustainability 28
Our People 30
Directors’ Profiles 32
Corporate Governance 34
Financial Statements 66
Independent Auditor’s Report 120
Five Year Summary 126
Responsibility Statements 127
Shareholder Information 128
Principal Registered Offices 129
Report of the Valuers 130
Major Property Portfolio 131
Contents
Corporate Information
Directors
John Witt Chairman
Michael T. Smith Chief Executive
Craig Beattie Chief Financial Officer
Lincoln Pan
(joined the Board on 1 November 2025)
Lily Jencks
Adam Keswick
Lincoln K.K. Leong
Ming Mei
Alan Miyasaki
(joined the Board on 1 November 2025)
Stuart Grant
(stepped down on 2 May 2025)
Company
Secretary
Jonathan Lloyd
(stepped down on 5 March 2026)
Emma Sze
(joined on 5 March 2026)
Registered Office
Jardine House, 33-35 Reid Street, Hamilton, Bermuda
Executive
Management
Michael T. Smith Group Chief Executive
Craig Beattie Chief Financial Officer
Kenneth Foo Chief Property Management Officer
(stepped down on 28 February 2026)
Pei Teng Foo Chief Executive, Singapore Central Private Real Estate Fund
(joined on 1 March 2026)
Stuart Grant Chief Executive, Westbund Central
(joined on 30 June 2025)
Kong Kei Yeuk Chief Executive, China Integrated Properties
Michelle Ling Chief Investment Officer
(joined on 6 January 2025)
John Simpkins General Counsel
Jacqueline Tan Chief Corporate Officer
(stepped down on 28 February 2026)
Graeme Torre Chief Executive, Hong Kong Central
(joined on 1 March 2026)
Raymond Wong Chief Development Officer
(stepped down on 28 February 2026)
Yolice Wu Chief People & Culture Officer
Hongkong Land2
Highlights
• Strong momentum on Strategic Vision 2035 transformation
• Cumulative capital recycled reached US$3.6 billion, 90% of 2027 target
• Net debt significantly reduced, primed to capture growth opportunities
• Total Prime Properties portfolio valuation up 3% net of disposals
• Adjusted free cash flow remained strong despite lower contributions from Hong Kong
• Full-year dividend at US¢25.0 per share, up 9%
Results
Year ended 31 December
2025 2024 Change
US$m US$m %
Underlying profit attributable to shareholders
*
†
‡
458 499 (8)
Adjusted free cash flow
^
810 808 –
Profit/(loss) attributable to shareholders 1,263 (1,385) N/A
Shareholders’ funds 30,798 29,940 3
Net debt 3,577 5,088 (30)
US
¢
US
¢
%
Underlying earnings per share
*
†
‡
20.98 22.60 (7)
Adjusted free cash flow per share
^
37.08 36.62 1
Profit /(loss) per share 57.85 (62.76) N/A
Dividends per share 25.00 23.00 9
US$ US$ %
Net asset value per share 14.30 13.57 5
*
TheGroupuses‘underlyingprofitattributabletoshareholders’initsinternalfinancialreportingtodistinguishbetweenongoingbusiness
performanceandnon-tradingitems,asmorefullydescribedinNote30tothefinancialstatements.
†
InlightoftheGroup’sannouncedstrategicpivottoexitthebuild-to-sellbusiness,contributionsfromthissegmenthasbeenreclassified
asnon-trading.Underlyingprofitrepresentsresultsfromprimepropertiesinvestment.RefertoNote1ofthefinancialstatementsforfurther
detailsontheimpactofthisreclassificationforFY2024andFY2025.
‡
FY 2025 earnings contributions from prime properties investment and build-to-sell segments, excluding Chinese mainland inventory provisions,
amounted to US$585 million or US¢26.78 per share.
^ Cashflowsfromoperatingactivitiesadjustedtoincludemaintenancecapitalexpenditureandnetcashflowsfrombuild-to-sellsegment
associates and joint ventures. The metric excludes net proceeds from capital recycling via disposals.
The final dividend of US¢19 per share will be payable on 13 May 2026, subject to approval at the Annual General Meeting to
be held on 7 May 2026, to shareholders on the registers of members at the close of business on 20 March.
Annual Report 2025 3
Hong Kong
Our Portfolio in 2025Hongkong Land develops,
manages and invests in real
estate that defines the core of
Asia’s cities.
Our mission is to create experience-led city centres
that unlock value for generations, because we view
city centres as the ultimate sources of connection,
inspiration and innovation.
Our Ambition
Our strategic direction is focused on becoming the
leader in Asia’s gateway cities specialising in ultra-
premium integrated commercial properties. Achieving
this ambition means focusing on four long-standing
strengths within our business and matching this to the
potential which exists within key Asian markets.
Innovation –
We were the first to champion the reclamation of
new land and bold thinking remains at the forefront as
we grow our ambition in line with our new strategy.
Hospitality –
We are deepening strong relationships and
partnerships, with attention to detail on the needs
of today and tomorrow’s customer.
Defining City-centres –
From Singapore to Shanghai, we invest in central
locations and with our new strategy will expand our
horizons in the future.
Excellence –
Since 1889, we have been known for our visionary
leadership. We invest in places to ensure they remain
magnets for people and business.
Experience
is central
™
US$1.3 billion+
Attributable Annual Gross Rental Income
US$47 billion
Asset Under Management
*
1 .86m+ sq. m.
In Operation
*
1 .43m+ sq. m.
Under Development
*
136
Years of Excellence
* Reflects the Group’s leasing assets (on a 100% basis) under the
Prime Properties Investment segment in which the Group acts as
asset manager and retains an equity stake as of 31 December 2025.
Hongkong Land4
Shanghai
The Anchors to
Our Portfolio
Our flagship properties
in Hong Kong, Singapore
and Shanghai are the base
from which we grow across
the region.
Hong Kong
The Central Portfolio consists of 12 interconnected prime commercial buildings, providing
over 4 million sq. ft of Grade A office and luxury retail space. ‘Tomorrow’s CENTRAL’, a more
than US$1 billion retail transformation in partnership with our luxury tenants, reinforces Central
as a world-class destination.
Singapore
Our portfolio includes Marina Bay Financial Centre, one of Asia’s most ambitious mixed-use
developments, pivotal in creating an expansive financial district for the Lion City.
Shanghai
At over 1.1 million sq. m., Westbund Central is the largest commercial project underway in Asia.
Its high-quality retail and office offering is gaining strong momentum, with global and
leading local companies and brands moving to secure space in the development ahead
of its completion.
Our Values
How we operate is fundamental to how we build better places, deliver on our strategy, and achieve long-term success.
Always Forward
We innovate to maintain our
competitive edge and earn the
confidence of our investors and
customers, who trust us to keep
them ahead of the curve.
Think in Generations
Dedication to quality is the
cornerstone of our success. We act
as stewards of craftsmanship with
a vision for the long-term.
Be a Bridge
Lasting relationships create lasting
business. We are trusted partners
fostering meaningful connections
between colleagues and customers.
Singapore
Annual Report 2025
5
Overview
After the Group’s announcement in 2024 of a new strategic
direction setting out clear and ambitious 10-year growth
objectives and targets to deliver enhanced shareholder
value, 2025 was a year of transformation and building
execution momentum focused on evolving Hongkong Land’s
business model.
Given the size and diversity of the Group’s portfolio,
execution of the new strategy is expected to involve several
implementation phases. The initial phase of execution focuses
on the recycling of capital and establishment of deal sourcing
and fundraising capabilities, with further phases involving the
securing of third-party capital and deployment of capital into
prime properties investment opportunities.
We are encouraged by the strong endorsement from
shareholders on our strategic execution to date – total
shareholder return based on 2025 volume-weighted average
price compared to the prior year was over 60%.
I am pleased with the progress we have made, although there
remains more to do to position the Group to deliver on our
long-term growth ambitions.
Excellent Progress in 2025
In October 2024, the Board endorsed a new strategic direction
for Hongkong Land. Since then, the Group has delivered a
number of significant milestones:
• US$3.6 billion in capital recycling initiatives announced
or completed
• Wind down of nearly 40% of the build-to-sell business
including the divestment of the Group’s business in
Singapore and Malaysia
• Creation of an investment management team
• Establishment of the Group’s inaugural private real estate
fund – the Singapore Central Private Real Estate Fund
(SCPREF)
In line with the Group’s refreshed capital allocation
framework, at least 80% of net proceeds from its US$10 billion
capital recycling programme are to be reinvested in new
growth opportunities and subject to market conditions, up
to 20% in the buy-back and cancellation of its own shares,
improving long-term shareholder returns. Since April 2025,
the Group has invested over US$330 million in share
buybacks and reduced shares in issuance by 2.4%. The Group
also continues to increase dividends per share from US¢22.0
in 2023 to US¢25.0 in 2025, with an aim of reaching its
long-term goal of US¢44.0 by 2035.
Board and Governance
The Board and its Committees, and senior management,
together play a key role in delivering against our priorities.
The effective delivery of our strategy depends on high quality
debate around the boardroom table. As management
continues to focus on growing shareholder value and returns,
the Board aims to provide both challenge and support, with
effective discussion and decision-making.
We especially value the opportunity to leverage the industry
expertise and experience of the Company’s Non-Executive
Directors.
In November, we were delighted to welcome Alan Miyasaki
as an Independent Non-Executive Director and as a member
of the Investment and Audit Committees. Alan is a Senior
Managing Director and Head of Real Estate Asia Acquisitions
at Blackstone, and has helped drive the establishment and
growth of Blackstone’s Real Estate business in Asia since 2007.
We were also delighted to welcome Lincoln Pan, Chief
Executive Officer of Jardine Matheson Holdings Limited, the
Company’s parent, to the Board as a Non-Executive Director.
Lincoln was previously at PAG, the largest fully diversified
alternative investment business in the Asia Pacific region,
where he was a Partner and co-head of Private Equity and a
member of the Group Executive Committee.
Chairman’s
Statement
Hongkong Land6
These appointments reflect our ongoing focus on enhancing
governance, as we continue to strengthen the composition
of our Board and Committees, improving decision-making
and bringing in relevant expertise to support management
as they execute the Group’s strategy and build long-term
shareholder value.
Stuart Grant stepped down from the Board and Audit
Committee in May to join Hongkong Land in an executive
capacity as Chief Executive, Westbund Central based
in Shanghai. Stuart is well placed to provide dedicated
leadership on the execution of this iconic development,
having spent 18 years at Blackstone as Senior Managing
Director of their Asian real estate business.
Sustainability
The Group advanced its sustainability leadership, translating
this into tangible business outcomes including responsible
investment, enhanced asset resilience and strategic
partnerships with our tenants and supply chain.
We were recognised again by the Global Real Estate
Sustainability Benchmark (GRESB) as Global Sector Leader
(Diversified) for Development Benchmark and Global Listed
Sector Leader (Diversified – Office/Retail) for Standing
Investments Benchmark. These independent benchmarks
reinforce our competitive positioning in core Asian gateway
markets and support investor demand across private capital
and public markets with positive implications for long-term
shareholder value.
The Group demonstrated its responsible investment
commitment by becoming a signatory to the United Nations
Principles for Responsible Investment – an international
organisation that works to promote ESG factors within
investment decision-making. We launched our first private
real estate fund – SCPREF which focuses on ultra-premium,
green-certified assets in Singapore—aligning capital allocation
with decarbonisation pathways and long-duration cash flows.
Execution against our 2030 science-based targets remained
on track in 2025. Absolute Scope 1 and 2 emissions were
reduced by 37% against a 2019 baseline. Our integrated
decarbonisation programme—renewable energy procurement,
targeted efficiency projects, and an AI-powered Integrated
Facility Management Control Tower—continues to lower
operating costs, reduce volatility, and extend the economic
life of our assets.
We also piloted Hong Kong’s first tempered and laminated
glass recycling solution at Tomorrow’s CENTRAL, supporting
a 75% waste diversion target and reducing embodied-carbon
intensity in future fit-outs. These initiatives differentiate our
developments for occupiers seeking credible sustainability
solutions.
Tenant engagement deepened through the enhanced
Sustainability Partnership Programme at our Central Portfolio.
By driving deeper collaboration and measurable sustainability
outcomes with tenants, we are improving retention and
protecting rental reversion potential across the portfolio.
To embed long-term, measurable community partnerships
into our strategy, we launched the Hongkong Land
Foundation. In 2025, we contributed over 9,800 volunteer
hours, benefiting more than 70,000 people. We are deeply
saddened by the tragic fire in Tai Po and extend our heartfelt
sympathies to the victims, their families, and all those
affected. Through the Hongkong Land Foundation, we have
donated HK$10 million to the Government announced fund
for emergency relief and HK$800,000 to The Hong Kong
Federation of Youth Groups for assisting affected students
with essential supplies to help them resume their education.
Looking ahead, we will continue to integrate sustainability
into investment decision making, development design,
supply chain, and building operations. This approach
supports growth of a high performing, sustainable and
resilient portfolio mix aligned with our 2035 strategy.
Outlook
The successful execution of multiple initiatives over the past
year represents meaningful steps forward in delivering the
early phases of our strategy, as we continue transforming
Hongkong Land into a more disciplined, capital efficient
and growth-oriented company. While there remains much
to do, I am confident we will maintain our strong execution
momentum and renewed focus on creating shareholder value
into 2026 and beyond.
Despite uncertain macro conditions in a number of the Group’s
key markets, I am confident that our strategic focus on
ultra-premium integrated commercial assets in Asia gateway
cities will continue to benefit from global flight to quality
trends, and deliver sustainable growth over the long-term.
On behalf of the Board, I would like to express my
appreciation to our shareholders for their continued support
and endorsement of the Group’s new strategic direction and
execution to date. I would also like to thank our valued
partners and the wider community for your continued trust
and support. Finally, I would like to thank our people for their
ongoing dedication and professionalism in providing high
quality services and offerings to our tenants and customers,
as well as for their commitment in driving the Group’s success.
John Witt
Chairman
Annual Report 2025 7
Wind Down of Build-to-Sell Business
In line with its announced strategic pivot, the Group no longer
pursues investments in its build-to-sell segment, and is
focused on accelerating the return of capital via divestments
and inventory sales. To date, the Group made considerable
progress in recycling capital from its build-to-sell portfolio,
realising some US$800 million from inventory sales primarily
from the Chinese mainland.
In October, the Group also completed its exit from the
Singapore and Malaysia build-to-sell business via the
divestment of MCL Land to Sunway Group. The transaction
was undertaken at net asset value, with net proceeds recycled
amounting to over US$650 million.
On the Chinese mainland, the Group took proactive steps to
accelerate the return of capital from its build-to-sell portfolio,
despite market conditions remaining difficult during the year.
An organisational restructuring was initiated to optimise
resourcing to retain expertise and ensure committed projects
are completed to the Group’s usual high standards. The
restructuring has resulted in around US$15 million in cost
savings for 2025, and is expected to result in annual savings
of approximately US$50 million by 2028.
As a result of deteriorating market conditions on the Chinese
mainland, the Group undertook a thorough review of the
carrying value of its build-to-sell inventory at year-end. In
order to drive sales velocity and align pricing to accelerate the
return of capital, the Group recognised non-cash provisions
of US$372 million (post tax) on selected projects where
realisable selling prices have fallen below development cost.
Chief Executive’s
Review
Overview
2025 was a landmark year for Hongkong Land, as we took
significant steps to reshape our business and build investment
capacity to advance our ambition to become the leader in
Asia’s ultra-premium integrated commercial property sector.
While operating conditions remained challenging in some
market segments, we delivered on several significant capital
recycling initiatives, established our inaugural private real
estate fund, continued to drive operational excellence across
our core portfolios, and proactively managed costs to further
strengthen our financial position.
Building on the strategic clarity outlined in our Strategic
Vision 2035, we focused our efforts on simplifying the Group’s
portfolio, improving capital efficiency, and strengthening the
foundations for long-term growth. Our disciplined execution—
ranging from asset divestments to working with third-party
capital partners and re-investing in our portfolio anchors—
demonstrated both the scarcity and resilience of our portfolios
and our commitment to positioning the business for the future.
Delivering on Our Strategic
Priorities
Capital Recycling
We made substantial progress on capital recycling in 2025.
Completed or announced net proceeds recycled as at the
end of February 2026 totalled US$3.6 billion, including the
disposal of certain floors of One Exchange Square to the
Hong Kong Stock Exchange (US$0.8 billion), the recycling
from the build-to-sell segment and other assets (MCL Land:
US$0.7 billion; Chinese mainland & others: US$0.8 billion),
as well as the formation of the Singapore Central Private Real
Estate Fund (SCPREF) and resulting disposal of our 33⅓%
interest in Marina Bay Financial Centre Tower 3 (MBFC
Tower 3) in Singapore (US$1.3 billion). This represents 90%
of our target to recycle at least US$4 billion by the end
of 2027.
Hongkong Land8
Shareholder Returns
Net proceeds from capital recycling transactions have
improved shareholder returns and strengthened our balance
sheet, building significant capacity for new potential
investment opportunities and investment in share buybacks.
We continued to enhance shareholder value through an
active share buyback programme financed by the proceeds
from our capital recycling initiatives. Total share buyback
invested up to the end of February 2026 amounted to over
US$330 million, reducing our issued share capital by 2.4%
and delivered accretive returns to shareholders.
The buybacks together with an increase in dividends per
share, from US¢23.0 in 2024 to US¢25.0 in 2025, reflect our
confidence in the Group’s strategic direction and long-term
prospects, and we expect to continue deploying recycled
capital into buybacks where valuations are attractive.
Third Party Capital
In February 2026, the Group announced the establishment of
its first private real estate fund – SCPREF with US$6.4 billion
of assets under management (AUM) with Qatar Investment
Authority and APG Asset Management as founding investors.
SCPREF was seeded with some of Singapore’s highest-quality
commercial real estate assets, including equity interests in
One Raffles Quay, Marina Bay Financial Centre Towers 1 and
2, One Raffles Link and Asia Square Tower 1, representing 2.6
million sq. ft of effective net lettable area.
The fund represents a significant milestone in the execution
of the Group’s strategy to build a scalable third-party capital
platform, broadening our investor base, and diversifying
income through fee-based revenues. As the manager of
SCPREF, the Group intends to pursue growth opportunities
of prime commercial properties focusing on the Marina Bay
and Orchard Road districts.
An Overview of Our Results
Underlying profits were lower than the prior year, primarily
due to lower contributions from the Hong Kong Central
Portfolio. Rental reversions for Hong Kong office were
negative during the year, although leasing sentiment saw
steady improvement on the back of a recovery in capital
market activity. The Hong Kong retail portfolio saw temporary
impact to rental income from the ongoing Tomorrow’s
CENTRAL transformation. This was partially offset by a strong
performance from Singapore office, driven by effectively full
occupancy and positive reversions.
Hong Kong
The Group’s Central office portfolio remains firmly positioned
amongst some of the most sought-after prime office space in
the market, having continuing to benefit from the global flight
to quality trend despite subdued market sentiment in recent
years. Leasing momentum improved steadily throughout
the year, with significant increase in enquiry levels driven
by the recovering capital market sentiment and a robust IPO
pipeline. Vacancy on a committed basis declined to 6.0%
by year-end, compared to 7.1% at the end of 2024. Average
rents during the year declined by 7% to HK$94 per sq. ft. The
weighted average lease expiry of the office portfolio at the
end of 2025 remained healthy at 3.6 years.
The LANDMARK retail portfolio demonstrated strong
resilience, with contributions declining by only 8% compared
to the prior year despite over one-third of lettable space under
renovation during the year. Overall customer spending in
2025 declined marginally compared to the prior year but
remained the fourth highest over the past decade. The
ultra-high-net-worth segment also remained strong, with
top-tier customer spending increasing 8% compared to
prior year, reflecting the continued appeal of LANDMARK
as Hong Kong’s premier luxury destination. Average rents
increased by 12% in 2025 to HK$236 per sq. ft, due to positive
rental reversions and a number of new long-term leases
becoming effective during the year. Excluding the impact
of ongoing renovations, LANDMARK remained effectively
fully occupied.
Annual Report 2025
9
Chief Executive’s Review
Singapore
The Group’s Singapore office portfolio delivered a solid
performance during the year, supported by tight supply
dynamics and sustained flight-to-quality demand in the
central business district. Vacancy on a committed basis
at the Group’s office portfolio was 2.7% at the end of 2025.
Average rents in 2025 increased to S$11.5 per sq. ft from
S$11.1 per sq. ft in 2024 due to the positive rental reversions.
The Group’s economic interest in its Singapore portfolio
changed in February 2026 with the establishment of SCPREF.
MBFC Tower 3 was sold at above its fair market value with
net proceeds of US$0.7 billion received on 31 December 2025.
The Group now has a circa 50% interest in SCPREF and will
earn management fees in its capacity as the fund manager.
Chinese Mainland and Macau
Contributions were lower this year mainly due to pre-opening
costs incurred for a number of pipeline projects on the
Chinese mainland expected to launch from 2027 onwards,
and lower rents in Macau due to ongoing renovation works
and planned tenant movements.
Build-to-Sell
As the Group had moderated its pace of land banking
since 2022 and no longer deploys capital into new projects,
earnings from the build-to-sell segment is expected to
continue declining as capital is recycled from the portfolio.
Excluding non-cash provisions recognised at year-end,
contributions declined by 44% to US$127 million in 2025.
To improve transparency of the Group’s earnings, the
build-to-sell segment has been reclassified as a non-trading
item, as the portfolio is no longer an area of strategic focus for
the Group.
Portfolio Valuations
As at 31 December 2025, the total valuation of the Group’s
portfolio of Prime Properties Investment increased by 3% from
the end of 2024. In Hong Kong, the Central portfolio valuation
increased for the first time since market rents began to
decline in 2019, primarily due to higher market rents for the
LANDMARK, as well as stable cap rates and market rents
for office. Valuations of the Singapore and Westbund
Central portfolios also increased in the year, reflecting
improved rental outlooks. Valuations for the Group’s
investment properties portfolio across other regions
remained broadly unchanged.
In line with its new strategic focus on developing and
managing prime commercial assets, the Group has
reclassified its portfolio of assets previously held for medium-
term lease from the build-to-sell segment to investment
properties. This portfolio comprises, both existing and under
development, lifestyle retail, office, and residential assets on
the Chinese mainland. The Group’s attributable interest in
this portfolio amounted to US$3.8 billion as at year-end.
As these assets now form part of investment properties,
they will be fair market valued every six months.
The Group’s AUM reflects gross asset values (on a 100%
basis) of leasing assets under the Prime Properties Investment
segment in which the Group acts as asset manager and retains
an equity stake. At the end of February 2026, the Group’s
AUM reached US$50 billion, benefiting from the establishment
of SCPREF and higher investment properties valuation.
Progress on Major Portfolio
Initiatives
The Group’s development pipeline reflects our strategic pivot
toward ultra-premium commercial properties in Asia gateway
cities and positions us for significant future rental growth as
assets reach completion and stabilisation.
In Hong Kong, substantial progress was made on the
Tomorrow’s CENTRAL transformation of LANDMARK. In
addition to the opening of Sotheby’s flagship retail space in
2024, another two of the ten flagship Maisons were opened in
late 2025. The new Prada flagship is the brand’s largest Asia
Pacific boutique, spanning three floors and approximately
14,000 sq. ft of retail space. Saint Laurent has its stunning
duplex flagship store prominently located on Queen’s Road
Central. These openings provide a glimpse of the future of
luxury retail in LANDMARK. Upon completion, LANDMARK
will house 10 world-class multi-storey Maison destinations,
over 200 luxury retail stores and around 100 F&B concepts,
meeting luxury tenants’ demand for expanded experiential
retail space to serve our deep pool of loyal and discerning
customers. Tomorrow’s CENTRAL is just one example of how
we work with our partners – our willingness to invest in our
own properties to unlock greater value for our tenants to
ensure we both achieve sustainable growth over the long-term.
Hongkong Land10
Looking Forward
Looking ahead, the Group remains relentlessly focused on
executing its strategy and progressing towards its long-term
objectives. Having established deal sourcing and fundraising
capabilities, as well as its inaugural private real estate
fund, the Group is actively assessing both new integrated
commercial property projects, as well as acquisition
opportunities to grow SCPREF. Efforts to recycle capital
from selective parts of the Group’s balance sheet and
generate cash from the sale of build-to-sell inventory will
continue, further increasing new investment capacity. As
we enter the next phase of our multi-year journey, we will
continue to ensure the Group continues to maintain a strong
financial position, as well as a disciplined and consistent
approach to capital allocation.
2026 will also be an important year to maintain the strong
momentum built on initiatives to grow our portfolio anchors,
including Tomorrow’s CENTRAL in Hong Kong, and
progressively launching the Group’s pipeline of ultra-premium
properties currently under development – such as Westbund
Central in Shanghai.
We take pride in delivering outstanding services and products
to our tenants and customers by upholding the highest
quality standards in the design, operation, and sustainability
performance of our properties. These core values have served
as the foundation of Hongkong Land’s long-term success.
With a clear strategy, a high-quality portfolio, and a robust
financial position, our focus continues to be fixed on
delivering value and growth.
Michael T. Smith
Chief Executive
Our flagship Westbund Central development in Shanghai
reached several key milestones in 2025. Phase 2 of the
project has a total GFA of 168,000 sq. m. comprising four
Grade-A office towers, rental apartments, and retail space.
The office component with a total GFA of 78,000 sq. m. has
been fully committed, with anchor tenants progressively
taking possession – including adidas and lululemon.
Over 170 units of rental apartments were launched in
October 2025 and were over 50% occupied by year-end.
Finally, the lifestyle-focused retail component of Phase 2
is on track to open in mid-2026 having already achieved
a pre-leasing rate of over 75%.
Other retail-led mixed-use projects in Suzhou and Chongqing
also made steady progress, with openings currently
scheduled in 2027. These developments will introduce new
CENTRAL series destinations with integrated luxury retail
offerings, enhancing the Group’s long-term presence in key
Chinese mainland markets.
2026 Outlook
While the positive market momentum in Hong Kong and
Singapore are likely to continue into 2026, trading conditions
on the Chinese mainland is expected to remain challenging.
For 2026, the rental reversions for the Hong Kong office
portfolio will remain negative, although the magnitude of
decline is expected to narrow as market rents return to mild
growth. While rents for best-in-class buildings in Central
have already stabilised with vacancies on a declining trend,
the positive impact on rental income will unfold steadily as
leases expire and rents revert to market levels. Operations
at LANDMARK will continue to be affected by Tomorrow’s
CENTRAL transformation, but positive rental reversions are
expected from the phased opening of new Maisons and other
new concepts. The Group also intends to pursue growth
opportunities in Singapore via SCPREF, as well as to manage
costs and improve operating efficiency of existing portfolios.
Overall, we expect 2026 underlying profits to remain largely
unchanged compared to the prior year.
Annual Report 2025
11
How We will Create
Long-Term Value
Our strategy, which began in 2024 and will be
executed over the next few years, will see us
simplify our business to focus on Investment
Properties in Asia’s gateway cities.
The strategy sets us up for another century of
success, delivering enhanced shareholder value
in the years ahead. It creates lasting value for
our cities’ communities, through our place
innovation and enduring commitment to
exceptional experiences. Its core tenets:
New Strategic Investment
We continue to invest in ultra-premium integrated investment properties to create
enduring leading destinations
A Simplified Portfolio
With a focus on our core capabilities, there is no longer any new investments in
build-to-sell assets
Growing from Our Portfolio Anchors
Central, Hong Kong, Marina Bay, Singapore and West Bund, Shanghai are the
flagships which fuel our future growth
Hongkong Land12 Hongkong Land12
Hongkong Land
Portfolio
Portfolio of ultra-premium
integrated commercial
properties in Asia’s
gateway cities
Our 2035
Targets
Double Underlying Profit before
Interest and Tax
in a geographically diversified manner, with no single city accounting for more than 40%
Double Dividends per Share
from US
¢
22 per share to US
¢
44 per share
Grow Assets under Management
to US$100 billion
with meaningful participation from third-party capital
Actively Recycle Capital
of up to US$10 billion
The Role of
Our People
Our strategy is enabled by a high performance, values driven organisation with the leadership
capability, culture and incentives required to deliver long-term value. As we execute our
refreshed strategy, we are reshaping the way we work. We are embedding our values more
deeply into how performance is defined, measured and rewarded, reinforcing a culture where
results and behaviours go hand in hand. Leadership capability is being strengthened through
a clear competency framework, while performance and reward structures, including a new
Long-Term Incentive Plan, align our senior leaders with sustainable value creation and
shareholder outcomes.
Evolving Our
Business Model
Implementing our strategy
revolves around four areas
of focus
Capital Management
Focus on returns on capital, with excess
capital returned to shareholders
Ultra-
Premium
Gateway
Assets
Develop/acquire
premium commercial
properties in Asia’s
gateway cities,
utilising our own
development
capabilities
Portfolio
Recycling
Exit non-core
businesses and
sell-down mature
assets into HKL-
managed REITs
Third-party Capital
Leverage third-party capital to recycle assets and fund growth
Annual Report 2025
13
2025 2024
US$m US$m
Gross rental income*
Hong Kong office 625 674
Hong Kong retail 176 192
Singapore office 178 170
China retail 178 140
Hospitality & others 192 196
Total gross rental income 1,349 1,372
* Includes gross rental income and property management fees;
includes share from the Group’s joint ventures and associates.
The Group’s operating results for 2025 was resilient despite
challenging trading conditions across key markets outside
Singapore. Gross rental income from our Prime Properties
Investment portfolio decreased to US$1,349 million, down by
2% compared with 2024 mainly due to lower rents from the
Hong Kong Central office and retail portfolio, partially offset
by higher effective rents for Singapore office and new mall
openings for China retail.
Portfolio Overview – Prime
Properties Investment
The Group’s Prime Properties Investment portfolio are
predominantly commercial assets located in core business
districts of key Asian gateway cities, with a concentration in
Hong Kong, the Chinese mainland and Singapore. The total
net leasable area attributable to the Group at 31 December
2025 was approximately 20.7 million sq. ft, comprising
completed Prime Properties Investment of 13.3 million sq. ft
and 7.4 million sq. ft of Prime Properties Investment under
development.
Completed Prime Properties Investment
(NLA attributable to the Group in ‘000 sq. ft)
Office Retail
Hotel &
others Total
Hong Kong
1
4,032 457 134 4,623
Singapore
2
1,217 108 – 1,325
Chinese mainland 1,251 3,301 834 5,386
Macau – 79 151 230
Jakarta 1,028 90 – 1,118
Phnom Penh 195 141 – 336
Others 42 – 255 297
Total 7,765 4,176 1,374 13,315
1 Includes certain floors of One Exchange Square sold to HKEx but
have not yet handed over as of 31 December 2025.
2 Includes attributable NLA for 100% interest in One Raffles Link,
331/3% interest in Marina Bay Financial Centre Tower 1 & 2, and
331/3% interest in One Raffles Quay prior to the formation of
SCPREF in February 2026.
Under Development Prime Properties Investment
(Expected NLA attributable to the Group in ‘000 sq. ft)
Office Retail
Hotel &
others Total
Chinese mainland 3,259 1,952 1,201 6,412
Thailand 296 514 213 1,023
Total 3,555 2,466 1,414 7,435
Operational Review
Hongkong Land14
The charts below show the analysis of the Group’s gross
rental income by segment on an attributable basis.
13% Hong Kong retail
47% Hong Kong office 13% China retail
13% Singapore office
14% Hospitality & others
14% Hong Kong retail
50% Hong Kong office 10% China retail
12% Singapore office
14% Hospitality & others
2025
2024
Attributable Gross Rental Income
Prime Properties Investment –
Hong Kong
In Hong Kong, the Group’s Central Portfolio consists of
12 interconnected prime commercial buildings forming the
heart of the financial district in Central, providing 4.5 million
sq. ft of Grade-A office and luxury retail space. The investment
properties and hotel portfolio also includes the Landmark
Mandarin Oriental hotel as well as a small number of luxury
residential units held for lease.
Office
The completed office portfolio in Hong Kong comprises a
total of 4.0 million sq. ft NLA on a 100% basis. At 31 December
2025, the office portfolio in Hong Kong was valued at
US$18,437 million, of which the Group’s attributable interest
was US$17,960 million (excluding certain area of One
Exchange Square sold to HKEx but have not yet handed
over at the end of 2025).
As at 31 December 2025
HKL’s
share NLA
(‘000 sq. ft)
Committed
occupancy
Average
net rent
Hong Kong
office portfolio
4,032 94.0% HK$94 psf/
month
Total attributable gross rental income from our Hong Kong
office was US$625 million in 2025, 7% lower than 2024
primarily due to negative rental reversions. Despite subdued
market sentiment in recent years, the Group’s Central
Portfolio has continued to benefit from the global flight to
quality trend, with vacancies on a committed basis at 6%
at 31 December 2025, well below the market vacancy of
11% for Hong Kong Central Grade A office.
Leasing momentum improved steadily throughout the year,
with enquiry levels increasing driven by the recovering capital
market sentiment and a robust Initial Public Offering pipeline.
Annual Report 2025 15
Operational Review
At 31 December 2025, the top ten office tenants (based on
area) occupied approximately 28% of the Group’s total
attributable office space in Hong Kong.
Top Ten Office Tenants
(in alphabetical order)
China Merchants Bank
Clifford Chance
J.P. Morgan
Jane Street
Johnson Stokes & Master
KPMG
LGT Bank AG
PricewaterhouseCoopers
Richemont Asia Pacific
Stock Exchange of Hong Kong
The chart below shows the tenant mix of Hong Kong office at
31 December 2025.
Tenant Mix by Lettable Area - HK Office
(at 31 December 2025)
32% Legal
42% Banks & other
financial services
5% Property
8% Accounting 12% Others
1% Trading
The following chart shows the percentage of office area
subject to expiration or rent renewal as at 31 December 2025.
Lease Expiries and Rent Reviews
by Lettable Area - HK Office
(at 31 December 2025)
2029
& beyond
2026 2027 2028
13%
18%
17%
52%
21%
3%
18%
8%
Expiring Rent review
Retail
The completed retail portfolio in Hong Kong comprises a total
of 457,000 sq. ft of NLA on a 100% basis. At 31 December
2025, the retail portfolio in Hong Kong was valued at
US$4,695 million.
As at 31 December 2025
HKL’s
share NLA
(‘000 sq. ft)
Committed
occupancy Average net rent
Hong Kong
retail portfolio
457 99.4% HK$236 psf/
month
Total attributable gross rental income from our retail
properties in Hong Kong was US$176 million in 2025, down
8% from 2024. This was a terrific performance, considering
over one-third of lettable space in LANDMARK was under
renovation during the year. The strength and attractiveness
of LANDMARK was further evidenced by continued growth
in average retail rents, increasing 12% compared to 2024,
on the back of positive base rent reversions from the new
Maisons under the Tomorrow’s CENTRAL transformation
and a number of new brand openings.
The ultra-high net worth segment, a core part of the customer
base of LANDMARK, demonstrated incredible strength and
resilience, with top-tier customer spending increasing 8%
compared to 2024. This further solidifies LANDMARK’s appeal
as Hong Kong’s premier luxury destination.
Hongkong Land16
The chart below shows the tenant mix of Hong Kong retail at
31 December 2025.
Tenant Mix by Lettable Area - HK Retail
(at 31 December 2025)
34% Food & beverage
40% Fashion & accessories 8% Jewellery & watches
18% Others
The following chart shows the percentage of retail
area subject to leases expiry or rent renewal as at
31 December 2025.
Lease Expiries and Rent Reviews
by Lettable Area - HK Retail
(at 31 December 2025)
2029
& beyond
2026 2027 2028
13% 13%
6%
68%
4%
27%
1% 1%
Expiring Rent review
Prime Properties Investment –
Singapore
In Singapore, the Group’s attributable interests at the end of
2025 totalled 1.3 million sq. ft NLA of prime office and retail
space principally concentrated in the Marina Bay Area. As part
of the establishment of the Group’s inaugural private fund –
Singapore Central Private Real Estate Fund (SCPREF), the
Group has seeded all of its existing premium commercial
portfolio in Singapore into SCPREF in February 2026.
Office
The completed property portfolio in Singapore comprises an
aggregate of 3.4 million sq. ft NLA, of which 1.3 million sq. ft
is attributable to the Group. At 31 December 2025, the office
portfolio in Singapore was valued at US$7,975 million, of
which the Group’s attributable interest was US$3,007 million.
As at 31 December 2025
HKL’s
share NLA
(‘000 sq. ft)
Committed
occupancy Average gross rent
Singapore office
portfolio*
1,217 97.3% S$11.5 psf/month
* Includes attributable NLA for 100% interest in One Raffles Link,
331/3% interest in Marina Bay Financial Centre Tower 1 & 2, and
331/3% interest in One Raffles Quay post disposal of 331/3% interest
in Marina Bay Financial Centre Tower 3 and prior to the formation
of SCPREF in February 2026.
Total attributable gross rental income from our Singapore
office portfolio was US$178 million in 2025, a 5% increase
from 2024. This was primarily driven by positive rent
reversions in the office portfolio, supported by low vacancies
and a tight supply in the CBD area.
Annual Report 2025 17
Operational Review
The chart below shows the tenant mix of Singapore office at
31 December 2025.
Tenant Mix by Lettable Area - SG Office
(at 31 December 2025)
62% Banking & other financial services
14% Technology, media & telecommunication
8% Legal, accounting & consulting services
3% Energy & natural resources
5% Real estate and property services
8% Others
The following chart shows the percentage of office area
subject to expiration or rent renewal as at 31 December 2025.
Lease Expiries and Rent Reviews
by Lettable Area - SG Office
(at 31 December 2025)
2029
& beyond
2026 2027 2028
13%
19% 19%
49%
5%
0% 0%
15%
Expiring Rent review
Prime Properties Investment –
Chinese Mainland
On the Chinese mainland, the Group has commercial
developments in seven key markets: Beijing, Chengdu,
Chongqing, Hangzhou, Nanjing, Shanghai and Suzhou.
These developments are expected to comprise a total
attributable NLA of 11.8 million sq. ft, of which 5.4 million
was completed as at year-end. The completed portfolio
in the Chinese mainland consists of both luxury retail and
lifestyle retail malls, Grade-A offices as well as hotels and
service apartments.
Completed Prime Properties Investment
HKL’s share NLA (‘000 sq. ft)
As at 31 December 2025 Office Retail
Hotel &
others Total
Beijing – 346 139 485
Chengdu 175 537 379 1,091
Chongqing – 1,710 – 1,710
Nanjing 456 239 – 695
Shanghai 620 469 316 1,405
Total 1,251 3,301 834 5,386
Under Development Prime Properties Investment
Expected HKL’s share NLA (‘000 sq. ft)
As at 31 December 2025 Office Retail
Hotel &
others Total
Beijing 378 28 – 406
Chongqing – 518 – 518
Hangzhou – 179 124 303
Nanjing – 230 112 342
Shanghai 2,881 609 823 4,313
Suzhou – 388 142 530
Total 3,259 1,952 1,201 6,412
Total attributable gross rental income from the prime
properties investment in the Chinese mainland was
US$246 million in 2025. At 31 December 2025, the
attributable valuation of completed investment properties
in the Chinese mainland was at US$3,396 million.
Hongkong Land18
Retail
The completed retail portfolio on the Chinese mainland
comprises a total of 3.3 million sq. ft of NLA on an attributable
basis. Gross rental income from the retail portfolio was
US$178 million in 2025, an increase of 27% compared to 2024
driven by a combination of new mall openings in Nanjing
and Chongqing as well as higher rental income from existing
malls in Beijing, Chengdu and Chongqing. At 31 December
2025, the attributable valuation of our completed retail
properties in the Chinese mainland were US$2,460 million.
Office
The completed office portfolio on the Chinese mainland
comprises a total of 1.3 million sq. ft of NLA on an attributable
basis. Gross rental income from the office portfolio increased
41% compared to 2024 driven primarily by new office
openings in Westbund Central in Shanghai and JLC in
Nanjing. At 31 December 2025, the attributable valuation
of our completed office properties in the Chinese mainland
were US$674 million.
Hotel & Others
There are two hotels in operation in the Chinese mainland
– Mandarin Oriental in WF Central in Beijing and a Hyatt
Centric adjacent to The Ring, Chengdu that recently opened.
In Shanghai, there are currently 359 rental apartments at
Westbund Central. Gross rental income from this segment
has shown moderate growth.
Prime Properties Investment –
Macau
In Macau, the Group has a 49% interest in a waterfront
mixed-use complex – One Central Macau, consisting of
a luxury retail mall and a Mandarin Oriental hotel. Total
attributable gross rental income from the prime properties
investment in Macau was US$32 million in 2025, down 18%
primarily due to the planned renovation of the mall.
Prime Properties Investment –
Southeast Asia
The Group holds a 50% interest in the World Trade Centre
complex, a premium hub in the CBD of Jakarta consisting of
five buildings with Grade A offices and retail. At 31 December
2025, the investment properties in Jakarta were valued at
US$307 million on an attributable basis.
In Phnom Penh the Group has a 100% interest in EXCHANGE
SQUARE, a Grade-A office tower with a luxury retail podium,
as well as another retail mall located in the Riverside district.
Total attributable gross rental income from the prime
properties investment in Southeast Asia was US$38 million
in 2025, a 12% decline from 2024, primarily due to lower
contribution from the asset disposed in Bangkok. Excluding
the impact of the disposal, gross rental income was stable in
the region.
Development Highlights –
Prime Properties Investment
Tomorrow’s CENTRAL
In June 2024, the Group announced Tomorrow’s CENTRAL,
a plan to invest US$400 million to expand and upgrade
the LANDMARK retail portfolio over a three-year period.
Additional capital investments of an estimated US$600 million
will be made by the Group’s luxury retail tenants in the design
and fit out of new flagship Maison stores which will include a
range of new customer offerings. As part of the transformation,
10 world-class, multi-storey Maison destinations will be
created. Phase one of the transformation commenced in the
third quarter of 2024, with three of the new Maisons opened
by the end of 2025. The remaining new Maisons will
progressively open during 2026-2028.
Annual Report 2025 19
Operational Review
Westbund Central
In February 2020, the Group secured a prime 23.1 hectare
mixed-use site located on the prestigious riverfront location
of Shanghai’s Xuhui District. The project will be developed
over multiple phases, with a total developable GFA of
over 1.1 million sq. m.. Upon completion, the project will
comprise Grade-A offices, luxury retail maisons and a mall,
high end residences for sale and lease, two luxury hotels,
a convention centre as well as cultural, sports and other
facilities. Phase 1 of the development was completed in 2024,
consisting of residential units that were sold out on launch,
the debut of West Bund Central Residences for lease (183
units) as well as some complementary retail. Phase 2 of the
project consists of four office towers with a total GFA of
78,000 sq. m. that are fully committed; launch of the second
phase of the successful West Bund Central Residences for
lease (176 units), as well as a retail component comprising
27,000 sq. m. of retail space positioned for contemporary
fashion and lifestyle. Phase 2 will open in phases from late
2025 through to end 2026.
Suzhou CENTRAL
In August 2022, the Group acquired a prime commercial
site by the waterfront on the east side of Jinji Lake in Suzhou.
With a total planned GFA of approximately 168,000 sq. m., the
development will comprise an ultra premium CENTRAL series
mall, as well as a Mandarin Oriental, the hotel chain’s first
foray into Suzhou. The mall is scheduled to open in 2027.
Chongqing MixC CENTRAL
Jointly developed by Hongkong Land and China Resources
Land, Chongqing MIXC CENTRAL is set to anchor the future
world-class Guanyinqiao Business District in Southwest
China’s key economic and transportation hub. The mall, which
is positioned to have a luxury retail component, is scheduled
to open in 2027.
Bangkok
The former British Embassy site was secured in January 2018
and is a Joint Venture between Hongkong Land and Central
Group. The freehold site is located on the prestigious Wireless
Road in the Ploenchit District. The mixed-use development
will comprise Grade-A offices, luxury retail and premium
residences and will connect to the existing Central Embassy
building and Park Hyatt Bangkok.
Portfolio Overview – Build-to-sell
In October 2024, as part of a new corporate strategy, the
Group announced its decision to no longer invest in the
build-to-sell segment, and to actively recycle capital out
from this segment into new integrated commercial property
opportunities. The Group is committed to completing all
existing build-to-sell projects to the highest standards.
In September 2025, the Group announced the disposal of
MCL Land, which marked the end of the Group’s presence
in the build-to-sell markets in Singapore and Malaysia.
The remaining build-to-sell projects under development
are located across the Chinese mainland, Indonesia, the
Philippines, and Thailand, with total attributable GFA under
construction or to be developed of 2.3 million sq. m. as
of 31 December 2025.
HKL’s share GFA (‘m sq. m.)
As at 31 December 2025
Under
construction
To be
developed Total
Chinese mainland 0.52 0.34 0.86
Indonesia 0.10 0.64 0.74
The Philippines 0.19 0.36 0.55
Thailand 0.04 0.11 0.15
Others – 0.02 0.02
Total 0.85 1.47 2.32
Hongkong Land20
Valuation
The table below shows the attributable valuation and capitalisation rates of investment properties
including the Group’s share of joint ventures and associates and investment properties under assets
classified as held for sale.
Valuation (US$m) Capitalisation Rates
4
As at 31 December
2025
As at 31 December
2024
As at 31 December
2025
As at 31 December
2024
Hong Kong
– Office
1
18,437 18,714 2.90 – 3.50 2.90 – 3.50
– Retail
4,695 4,110 4.25 – 5.00 4.25 – 5.00
23,132 22,824
Singapore
2
– Office
3,007 3,682 3.00 – 3.35 3.00 – 3.35
– Retail
176 227 3.15 – 4.83 3.00 – 4.80
3,183 3,909
Chinese mainland and Macau
3
3,898 1,361 3.50 – 6.00 3.50 – 4.75
Properties under development
3
3,898 1,970
Others
544 568
Total
34,655 30,632
1 Includes the Group’s interest in certain floors of One Exchange Square sold to HKEx but have not yet handed over
as of 31 December 2025.
2 Includes the Group’s 100% interest in One Raffles Link, 331/3% interest in Marina Bay Financial Centre
Tower 1 & 2, and 331/3% interest in One Raffles Quay as at 31 December 2025; prior to the formation of SCPREF
in February 2026.
3 Comparative valuation and capitalisation rate were not available for certain properties in the Chinese mainland as
they were recognised at cost as at 31 December 2024. These assets were reclassified to investment properties
as at 31 December 2025.
4 Represents range of inputs used under the capitalisation approach presented for reference; investment
properties valuations undertaken by independent valuers may take into consideration results from two or
more valuation approaches.
The Group’s portfolio of investment properties including the portion under assets classified as held for sale
was valued at US$34.7 billion, compared to US$30.6 billion at 31 December 2024. The increase in valuation
primarily reflected a reclassification of a portfolio of assets held for medium-term lease from the build-to-
sell segment to prime properties investment segment. These assets were historically recorded on the
Group’s balance sheet at capitalised costs. As these assets now form part of investment properties, they
were recognised at fair value as at 31 December 2025.
The 2025 net revaluation gain is principally attributable to the Hong Kong retail portfolio driven by an
increase in market rents and improved rental outlook in Singapore and Shanghai. Valuation of the Central
Portfolio increased by 1% in 2025 to US$23.1 billion, as the fair value gain from the retail portfolio was
offset by the disposal of certain floors of One Exchange Square to the Hong Kong Stock Exchange during
the year.
Annual Report 2025 21
Financial Review
Results
Underlying Business Performance
2025 2024
US$m US$m
Prime Properties Investment 859 940
Corporate costs (76) (77)
Underlying operating profit 783 863
Net financing charges (220) (253)
Tax (102) (108)
Non-controlling interests (3) (3)
Underlying profit attributable
to shareholders 458 499
Non-trading items:
Build-to-sell (245) (89)
Other non-trading items 1,050 (1,795)
Profit/(loss) attributable
to shareholders 1,263 (1,385)
US
¢
US
¢
Underlying earnings per share 20.98 22.60
Results per share including
build-to-sell* 26.78 32.81
Adjusted free cash flow per share 37.08 36.62
* Represents earnings contributions from prime properties investment
and build-to-sell segments, excluding Chinese mainland inventory
provisions.
Underlying business performance summarised in the
table includes the Group’s operating profit from its
associates and joint ventures. Given the significance
of the contribution from the Group’s joint ventures, this
provides a clearer summary of the Group’s performance
during the year.
Accounting Policies
The Directors continue to review the appropriateness of
accounting policies adopted by the Group, including the
latest developments in IFRS Accounting Standards. In 2025,
following the strategic shift in the business direction to wind
down the build-to-sell segment, certain operations and assets
within this segment have been identified as non-strategic,
while others have been reallocated to the Prime Properties
Investment segment. The profit and loss from these
non-strategic businesses are thereby separated from the
principal business performance and presented within
non-trading items. The distinction aims to provide a clearer
understanding of the Group’s underlying performance of its
principal operations. This change has been accounted for
retrospectively with comparative information re-presented.
Hongkong Land22
The Group’s operating profit from the Prime Properties
Investment segment was US$859 million, 9% lower than
the previous year, primarily due to lower contributions
from the Hong Kong Central office and retail portfolio
(down 10% to US$632 million), partially offset by higher
contributions from the office portfolio in Singapore (up 6%).
Overall contributions from the portfolio on the Chinese
mainland were slightly lower mainly due to the pre-opening
costs of the pipeline projects and contributions from One
Central Macau also declined due to the ongoing renovation
works and planned tenant movements. The two largest
operating profit contributors within Prime Properties
Investment are the Hong Kong Central portfolio (74%) and
Singapore (17%).
Net financing charges decreased to US$220 million due to the
significant decline in consolidated net debt to US$3.6 billion
as at 31 December 2025, compared with US$5.1 billion last
year. The weighted average borrowing rates also declined to
3.3% from 3.6% for the previous year.
The Group’s tax charge was US$102 million. The effective tax
rate was 18%, which was slightly higher than the prior year
due to a larger share of profits derived from Singapore
relative to Hong Kong.
Non-Trading Items
Results from the build-to-sell portfolio have been reclassified
to non-trading items, aligned with our strategic pivot to no
longer invest in this segment.
Losses from the build-to-sell business were US$245 million
including a post-tax non-cash provision of US$372 million
recognised on certain assets on the Chinese mainland.
Excluding provisions, contributions from the build-to-sell
segment were 44% lower compared to 2024, primarily due
to less completions and fewer new project launches on the
Chinese mainland. Net assets invested in this segment is
expected to continue to decline as capital is recycled. As at
31 December 2025, the Group’s net investment in the segment
amounted to US$2.7 billion, 70% of which relates to assets on
the Chinese mainland.
Other non-trading items for 2025 included US$247 million
of revaluation gain from the reclassification of commercial
property assets from the build-to-sell segment to prime
properties investment segment (previously categorised as
medium-term lease assets). These assets were historically
recorded on the Group’s balance sheet at their capitalised
cost. As these assets now form part of investment properties,
they were recognised at fair value as at 31 December 2025.
The remaining US$803 million in gains, compared to
US$1,795 million losses in 2024 principally arose on
revaluation of the Group’s other investment properties by
independent valuers (including its share of joint ventures).
More information on the operating performance of the
Group’s asset portfolio and its valuation movements are
included in the Operational Review Section on pages 14 to 21.
Annual Report 2025 23
Financial Review
Cash Flows
The Group’s consolidated cash flows are summarised as follows:
2025 2024
US$m US$m
Operating activities
Operating profit, excluding non-trading items 621 694
Net interest (177) (181)
Tax paid (118) (147)
Expenditure on Build-to-sell projects (153) (297)
Sales proceeds from Build-to-sell 323 509
Dividends received from joint ventures 144 97
Others (56) (4)
584 671
Investing activities
Major renovations capex (164) (78)
Repayments from associates and joint ventures 273 259
Investments in associates and joint ventures (28) (17)
Advances to associates and joint ventures (22) (112)
Disposal of subsidiaries and joint ventures 1,241 14
Disposal of investment properties 368 15
1,668 81
Financing activities
Dividends paid by the Company (503) (478)
Net repayment of borrowings (124) (366)
Shares repurchase (279) –
Purchase of shares for share-based incentives (22) –
Repayments to associates and joint ventures (16) (27)
Advances from associates and joint ventures 121 96
Others 42 (3)
(781) (778)
Net increase/(decrease) in cash and cash equivalents 1,471 (26)
Cash and cash equivalents at 1 January 1,067 1,112
Effect of exchange rate changes 26 (19)
Cash and cash equivalents at 31 December 2,564 1,067
Hongkong Land24
Results from the Prime Properties Investment portfolio are
included in operating activities. The Group’s build-to-sell
business comprises a mixture of subsidiary projects (recorded
within operating activities) and joint-venture projects
(recorded within investing and financing activities).
Net cash inflows from operating activities were US$584 million,
compared with net cash inflows of US$671 million in the prior
year. Operating profits were US$73 million lower in 2025
principally due to lower profits from the Hong Kong Central
Portfolio. Tax paid during the year reduced compared to the
prior year, due to fewer build-to-sell completions on the
Chinese mainland. Sales proceeds from build-to-sell projects,
net of expenditure, reduced by US$42 million year on year
due to a lower sales volume in China. Dividends received
from joint ventures increased by US$47 million due to
distributions from build-to-sell projects on the Chinese
mainland and higher dividends from the Singapore Prime
Properties Investment portfolio. Net outflows in others relates
primarily to net working capital changes.
Net cash inflows from investing activities were US$1,668 million
in 2025, compared to net cash inflows of US$81 million in the
prior year. Capital expenditure increased to US$164 million
principally due to the Tomorrow’s CENTRAL renovations
in Hong Kong. Net cash inflows from associates and joint
ventures during the year were US$223 million compared
with US$130 million last year mainly due to the steady
monetisation of the Group’s build-to-sell portfolio. Significant
increase in cash inflows from disposal of subsidiaries and
joint ventures amounted to US$1,241 million, primarily
representing the disposals of MCL Land and the Group’s
equity stake in Marina Bay Financial Centre Tower 3. Disposal
of investment properties of US$368 million relate to proceeds
received to date from the disposal of certain floors of One
Exchange Square in Hong Kong during the year.
Under financing activities, the Company paid dividends of
US$503 million, being the 2024 final dividend of US¢17.00
per share, as well as the 2025 interim dividend of US¢6.00
per share. The Group also had a net repayment of borrowings
of US$124 million during the year. In line with the capital
allocation principles outlined in Strategic Vision 2035, share
repurchases of US$279 million were invested during the year.
Total cash and cash equivalents were US$1,497 million
higher at the end of 2025. Taken together with a decrease
in borrowings, the Group’s net debt at 31 December 2025
decreased to US$3,577 million, from US$5,088 million at the
beginning of the year.
Reconciliation of adjusted free cash flow
2025 2024
US$m US$m
Cash flows from operating activities 584 671
Maintenance capital expenditure (63) (53)
Net cash flows from build-to-sell
segment associates and joint ventures 291 193
Others (2) (3)
Adjusted free cash flow 810 808
In line with the Group’s Strategic Vision 2035, the return
of capital from the build-to-sell segment continues to be
prioritised. While profit contributions from the portfolio is
expected to continue to decline over the next several years,
the active recycling of capital continues to benefit the Group’s
free cash flow.
The Group’s adjusted free cash flow, which includes
maintenance capital expenditure and net cash flows from
the build-to-sell segment, amounted to US$810 million or
US¢37.08 per share in 2025. This metric reflects strong
cashflows from the Group’s Prime Properties Investments
business and the continued unwinding of the build-to-sell
portfolios, but excludes net proceeds from capital recycling
via significant disposals (One Exchange Square, MCL Land
and Marina Bay Financial Centre Tower 3).
Year-end debt summary
*
2025 2024
US$m US$m
US$ notes* 1,492 2,092
HK$ notes 1,379 1,419
HK$ bank loans 1,239 612
S$ notes 231 218
CNY notes
#
190 182
CNY bank loans
#
315 301
RMB bank loans 894 987
THB bank loans 402 354
Gross debt 6,142 6,165
Cash 2,565 1,077
Net debt 3,577 5,088
* Before currency swaps of US$ debt to HK$
#
Chinese Yuan (Offshore)
Annual Report 2025 25
Financial Review
Capital Management
The Group actively reviews and manages its capital structure
to ensure optimal shareholder returns through a combination
of profitability, cash flows, investing activities, dividends and
balance sheet strength. In 2024, the Group announced a new
strategy with a refreshed capital allocation framework. Up to
US$10 billion of existing capital is to be recycled over the next
10-years, with up to 20% of these proceeds to be reinvested in
the buy-back and cancellation of its own shares. The Group
also aims to double dividends per share by 2035 and invest
in new ultra-premium integrated mixed-use properties in
key Asian gateway cities. The Group’s capital management
policies are set out on page 116. The Group has announced a
share buyback programme totalling US$650 million and
deployed over US$330 million up to the end of February 2026.
Full year dividend per share has also increased from US¢22.00
in 2023 to US¢25.00 in 2025.
Capital Commitments
Outstanding capital commitments as of 31 December 2025
were US$1,129 million (2024: US$1,156 million), including
the Group’s contributions to associates and joint venture
companies of US$776 million (2024: US$716 million). The
largest commitments relate to the Group’s 49% share of a
joint-venture mixed-use project in Bangkok and renovations
relating to the Group’s Tomorrow’s CENTRAL project in
Hong Kong.
Share Buy-back
The total amount invested in the Group’s share buyback
programme since it was first announced in April 2025 was
US$282 million as at 31 December 2025, reducing the number
of total shares outstanding by 2%.
Dividends
The Board is recommending a final dividend of US¢19.00
per share for 2025, providing a total annual dividend of
US¢25.00 per share, up 9% from the prior year. The final
dividend will be payable on 13 May 2026, subject to approval
at the Annual General Meeting to be held on 7 May 2026,
to shareholders on the register of members at the close of
business on 20 March 2026. No scrip alternative is being
offered in respect of the dividend. The dividend payout ratio
as a percentage of adjusted free cash flow was 67%.
Treasury Policy
The Group manages its treasury activities within established
risk management objectives and policies using a variety of
techniques and instruments. The main objectives are to
manage foreign exchange, interest rate and liquidity risks
and to provide a degree of certainty in respect of costs. The
investment of the Group’s cash balances is managed so as to
minimise risk while seeking to enhance yield. Appropriate credit
guidelines are in place to manage counterparty credit risk.
When economically sensible to do so, borrowings are taken
in local currencies to hedge foreign currency exposures on
investments. A portion of borrowings is denominated in fixed
rates. Adequate committed facilities headroom is maintained
to facilitate the Group’s capacity to pursue new investment
opportunities and to provide some protection against market
uncertainties. Overall, the Group’s funding arrangements are
designed to strike an appropriate balance between equity and
debt from banks and capital markets, both short and long
term, to give flexibility to develop the business.
The Group’s Treasury operations are managed as cost centres
and are not permitted to undertake speculative transactions
unrelated to underlying financial exposures.
Funding
The Group is well financed with strong liquidity. Net debt at
the end of the year decreased significantly to US$3.6 billion
from US$5.1 billion in 2024. Net gearing also dropped to 12%,
compared with 17% at the end of 2024. Weighted average
borrowing costs were 3.3%, compared to 3.6% in the prior
year. Interest cover, calculated as the underlying plus
build-to-sell operating profits, including the Group’s share
of associates and joint ventures’ operating profits, divided
by net financing charges including the Group’s share of
associates and joint ventures’ net financing charges, was
4.6 times, compared to 3.6 times in 2024.
Net Debt as a Percentage of Equity
0
5000
10000
15000
20000
25000
30000
35000
12%
15%
17%
17% 17%
2021 2022 2023 2024 2025
Net debt Equity
At 31 December 2025, the average tenor of the Group’s debt
was 5.8 years, compared with 6.3 years from the end of 2024.
On average, approximately 59% of the Group’s borrowings
were either fixed rate borrowings or covered by interest rate
hedges with major credit worthy financial institutions and the
remaining 41% were at floating rates. The majority of the
Group’s debt is denominated in Hong Kong dollars, of which
70% was at fixed rate.
Hongkong Land26
Debt Profile at 31 December 2025
* After currency swaps from US$ debt to HK$ debt
Interest
rate
Currency
*
Maturity
40% >5 years
40% 2-5 years
15% 1-2 years
5% <1 year
59% Fixed
41% Floating
67% HK$
23% RMB
6% THB
4% S$
At 31 December 2025, the Group had total committed lines
of approximately US$7.0 billion with a diversified range of
maturity dates. Of these lines, 53% were sourced from banks
with the remaining 47% from the capital markets. At the end
of 2025, the Group had drawn US$6.1 billion of these lines
leaving US$0.9 billion of committed, but unused, facilities.
Adding the Group’s year end cash balances, the Group had
overall liquidity at 31 December 2025 of US$3.5 billion, up
from US$3.0 billion at the end of 2024. This liquidity provides
significant headroom to the Group.
Committed Facility Maturity
at 31 December 2025 (US$m)
2030
& beyond
2026 2027 2028 2029
3,256
689
1,007
1,146
942
Credit Ratings
Both Moody’s and Standard & Poor’s have maintained their
credit ratings of Hongkong Land Holdings Limited at A3 and
A respectively.
Gross Assets
The Group’s gross assets, including its share of joint ventures,
(excluding cash balances) is analysed below, by activity and
by location.
Gross Assets by Activity
Gross Assets by Location
93% Prime Properties Investment
7% Build-to-sell
67% Hong Kong
22% Chinese mainland and Macau
11% Southeast Asia
93% Prime Properties Investment
7% Build-to-sell
67% Hong Kong
22% Chinese mainland and Macau
11% Southeast Asia
Principal Risks and Uncertainties
A review of the principal risks and uncertainties facing the
Group is set out on pages 60 to 65. These have been refreshed
taking into account the Group’s Strategic Vision 2035.
Craig Beattie
Chief Financial Officer
5 March 2026
Annual Report 2025 27
Sustainability
Overview
Sustainability is a core driver of Hongkong Land’s
long-term business performance and supports
the delivery of the HKL 2035 growth strategy.
The Sustainability Framework 2030 provides clear,
measurable priorities that strengthen asset resilience,
enhance income quality and guide value creation
for stakeholders. Ongoing implementation across
the region ensures that sustainability principles are
embedded into investment decisions, operations
and stakeholder partnerships. More information
on the framework is available at www.hkland.com/
en/sustainability.
Climate-related Financial
Disclosures
The Group’s climate-related financial disclosure is
consistent with the requirements of the London Stock
Exchange Listing Rules and all 11 recommendations
of Task Force on Climate-related Financial Disclosures
(TCFD). The disclosures in its Sustainability Report –
Framework 2030 & Climate Action are published on
the same date as the Annual Report 2025. The Group’s
environmental and social performance data for the
financial year ended 31 December 2025 are disclosed
in the Sustainability Performance Report 2025.
The reports are available at www.hkland.com/en/
sustainability/sustainability-reports.
To support a comprehensive evaluation of its
climate-related activities, the Group publishes its
TCFD disclosures separately from the Annual Report,
alongside related information covering sustainability
governance, strategy, decarbonisation targets
and pathway, and the outcomes of climate risk
assessments and mitigation measures.
2025 Achievements
Responsible Investment Leadership
The Group demonstrated its responsible investment
leadership by becoming a signatory to the United Nations
Principles for Responsible Investment – an international
organisation that works to promote ESG factors within
investment decision-making. We launched our first
private real estate fund – the Singapore Central Private
Real Estate Fund (SCPREF), which comprises a portfolio
of ultra-premium, high-performance assets in Singapore
and has achieved green building certifications, including
BCA Green Mark Platinum standards. The establishment
of SCPREF demonstrates our responsible investment
leadership and execution of our 2035 business strategy.
We will continue to strengthen our performance, credibility
and recognition as a responsible investment leader.
ESG Ratings
The Group continued to receive strong recognition from
leading ESG rating organisations. This year, we maintained:
Global Real Estate Sustainability Benchmark (GRESB) –
Global Sector Leader (Diversified Sector) for the
Development Benchmark. We are the Global Listed
Sector Leader (Diversified – Office/Retail) for the Standing
Investment Benchmark.
Dow Jones Best-in-Class Indices – the Group is a
constituent of the Dow Jones Best-in-Class World Index
for the first time, ranking among the top 6% of global
performers in the sector. We are also a constituent of the
Dow Jones Best-in-Class Asia Pacific Index for the third
consecutive year.
Hongkong Land28
Decarbonisation
A core sustainability commitment of the Group is to reduce
carbon emissions through science-based targets aligned with
the 1.5°C pathway, which were validated by the Science Based
Targets initiative in June 2022. These commitments include
a 46.2% reduction of Scope 1 and 2 greenhouse gas (GHG)
emissions by 2030 from 2019 levels and a 22% reduction in
carbon intensity for Scope 3 emissions over the same period.
To reduce Scope 1 and 2 GHG emissions, the Group launched
Hong Kong’s first AI-powered Integrated Facility Management
Control Tower. It unifies over 20 building systems such as
building management systems, heating, ventilation, and air
conditioning (HVAC) systems, thermal comfort control and
energy optimisation into a single platform. The transition
from reactive to proactive maintenance, powered by AI
health analytics, has automated 66% of work orders, boosting
operational efficiency and reducing servicing frequency.
The Group pioneered Hong Kong’s first tempered and
laminated glass recycling solution at Tomorrow’s CENTRAL,
as a large-scale transformation project of LANDMARK, by
partnering with The Hong Kong Polytechnic University and
Gammon Construction. This initiative supports a closed-loop
circular economy for the project by transforming 50 tonnes
of demolished tempered and laminated glass into partition
blocks and low-carbon cement alternatives. This innovation
is a critical enabler of Tomorrow’s CENTRAL’s 75% waste
diversion target and sets a new benchmark for sustainable
construction practices in Hong Kong.
Tenant Partnerships
To accelerate our shared sustainability goals with those of
our tenants, the Group continues to evolve its partnership
programme at its Central Portfolio. The Sustainability
Partnership Programme, relaunched in November is an
ambitious business-driven initiative designed to foster closer
collaboration between Hongkong Land and our valued tenants
to deliver shared value. Shaped by tenant feedback, the
programme offers more structured engagement, simplified
processes and broader range of services and incentives for
our tenants to join. The programme also includes regular
knowledge-sharing events and was extended beyond
office and retail to F&B tenants. As of the end of 2025,
25% of Central’s lettable area — representing more than
900,000 sq. ft were participated in the programme.
Hongkong Land Foundation
As part of the integration of the Group’s business strategy,
the Group launched the Hongkong Land Foundation to reflect
its focus on long-term partnerships and measurable impact.
The Foundation’s contributions will be built on three pillars:
People, Place and Culture. These elements will guide our
efforts to empower communities, revitalise environments
and celebrate the rich cultural heritage of the areas in which
we operate. Key milestone achieved in 2025 include the
volunteering team contributed over 9,800 hours to serve
more than 70,000 people.
Annual Report 2025 29
Hongkong Land30
Our People
Developing Leadership
Capability and Embedding
a High-Performance Culture
At Hongkong Land, our people are central to
delivering the Group’s long-term strategy. As we
continue to strengthen our business for the future,
we are building a high-performance, values-driven
culture that empowers colleagues to excel, lead
and innovate.
In 2025, we accelerated our organisational
transformation by embedding our refreshed
company values, strengthening leadership capability,
redesigning incentive structures and deepening
employee engagement across the Group. These
collective efforts ensure our workforce is motivated,
empowered and moving in the same direction
to deliver sustainable value for our shareholders
and stakeholders.
Strengthening a
High-Performance Organisation
In 2025, we completed a comprehensive redesign of our
performance management system to create a clearer and
stronger connection between individual contribution and
Group’s strategic direction, focusing on aligning company
goals among all staff members, enhancing transparency
on recognising outstanding staff by systematic calibration,
and embedding our values more deeply into day-to-day
performance expectations.
This modernised approach has strengthened accountability,
sharpened execution focus and reinforced a culture where
sustained high performance and continuous improvement
are integral to how we work.
Enhancing Leadership Capability
To power our strategy and cultivate our desired culture,
we introduced a new Leadership Competency Framework.
Rooted in our values, it provides a clear blueprint for the
mindsets and capabilities we expect from our leaders.
We will integrate this framework across the entire
employee lifecycle — guiding how we hire, evaluate,
develop, and promote. This ensures that leadership
at every level is aligned and empowered to steer our
ongoing transformation.
Embedding Our Values Across
the Organisation
Following the launch of the Group’s refreshed
Strategy and Values in late 2024, our efforts in 2025
focused on helping colleagues understood and
consistently integrate these principles into their
daily work.
Our values, ‘Always Forward’, ‘Think in Generations’,
and ‘Be a Bridge’, form the foundation of how we
make decisions, collaborate and deliver values to
our stakeholders.
Led by senior management, the Values in Action
campaign was launched with a series of initiatives
designed to raise awareness, deepen understanding
and support the practical application of our three
values into real business situations.
Hongkong Land30
Annual Report 2025
31
Performance and Reward Aligned
with Long-Term Strategy
The Group continued to refine its performance and reward
structures to reinforce accountability and align the workforce
with long-term value creation.
The revised Short-Term Incentive Plan (STIP) incorporates
a transparent and balanced formula measuring business
financial performance, individual performance and Health and
Safety adjustments. This ensures employees are rewarded
fairly for both results and behaviours aligned with our values.
2025 marked the commencement of the first share-based
performance driven Long-Term Incentive Plan (LTIP). The plan
is designed to drive executive alignment with shareholder
outcomes and support leadership retention. The LTIP
measures 85% financial KPIs in Absolute Total Shareholders’
Return and Relative Total Shareholders’ Return and 15%
non-financial KPI on Sustainability.
Developing Talent for the Future
Through a comprehensive, career-long development strategy,
we offer a blend of assessment, training courses, collaborative
sharing sessions, industry conferences, and mentorship.
Development is then tailored to individual potential and
business needs, where leaders engage in targeted competency
programmes, while high-potential talent is accelerated through
strategic rotations and expanded roles. This integrated
approach ensures we build essential capabilities across
our workforce, empowering every employee to contribute
to and grow with our future.
Employee Engagement and
Organisational Cohesion
Staff engagement remains a key priority of the Company,
underpinned by regular communications and structured
feedback mechanisms. A wide range of initiatives helped
strengthen connections among staff, from the Leadership
Offsite Meetings and the all-staff Townhall, to culture-building
activities that brought colleagues together across departments.
In 2025, there was also an expansion of the Employee
Recognition Awards and Staff Appreciation Week activities
that provided a chance for the Company to recognise the
hard work and commitment of staff and encouraged peer
appreciation to reinforce a culture of gratitude. Complemented
by staff-centric events such as the Annual Party, themed
bazaars, volunteering activities and wellness activities,
these initiatives collectively fostered a strong sense of staff
belonging, pride and shared purpose across the Group.
Summary
In 2025, Hongkong Land made notable progress in developing
a values-led, high-performance organisation. Through
strengthened leadership expectations, disciplined performance
and reward structures, and targeted talent development,
the Group is building a capable, aligned and future-ready
workforce positioned to support long-term sustainable
value creation.
Annual Report 2025 31
Directors’ Profiles
John Witt Chairman
John Witt has served as Chairman since October 2024, having rejoined the Board in June 2020. He was
previously the Company’s Chief Financial Officer between 2010 and 2016. He chairs the Company’s
Investment Committee. He was the Group Managing Director of Jardine Matheson until December
2025, having joined the Jardine Matheson group in 1993. He served as Chairman of DFI Retail Group,
Chairman of Jardine Cycle & Carriage, and Managing Director of Mandarin Oriental International. He
was a Commissioner of PT Astra International and served as the Chairman of Astra’s Executive
Committee. From 2016 to 2020, he was Group Finance Director of Jardine Matheson and previously
held a number of senior positions throughout Jardine Matheson’s portfolio of companies.
In addition to his corporate responsibilities, he is a Board Member at M+ Museum in Hong Kong
and a Trustee of the Asian Cultural Council, serving also as a Director of Asian Cultural Council’s
Hong Kong Foundation.
John has an MBA, with distinction, from INSEAD and is a Canadian Chartered Professional Accountant
with an undergraduate degree from the University of Toronto (Trinity College).
Michael T. Smith
*
Chief Executive
Michael T. Smith joined Hongkong Land as Chief Executive in April 2024. Michael has extensive
experience in international real estate and finance with a proven track record in investment and capital
allocation. Prior to joining Hongkong Land, Michael served as Regional CEO of Europe and USA for
Mapletree Investments. Under Michael’s leadership, the Europe and USA business grew to over a
third of the group’s US$55 billion of assets under management. Michael’s 30-year career includes
senior positions in the investment banking sector where he was a partner at Goldman Sachs, leading
the bank’s Southeast Asia investment banking, as well as Asia Pacific (ex-Japan) real estate business.
As one of the pioneers of Asia’s REIT industry, Michael played an instrumental role in numerous REIT
listings including the Link REIT in Hong Kong, all four Mapletree REITs in Singapore and advised
numerous other REITs and real estate companies across Asia Pacific.
Michael holds a Bachelor of Business in Property (Real Estate) from University of South Australia.
Craig Beattie
*
Chief Financial Officer
Craig Beattie joined Hongkong Land as Chief Financial Officer in September 2021. He brings a broad
range of financial and strategic experience to the Group gained across a number of organisations in
different industries.
Prior to joining Hongkong Land, Craig was the Chief Financial Officer of Mandarin Oriental Hotel Group.
He first joined the Jardine Matheson group from EY in 2006 and has held a number of senior finance
roles across the Jardine Matheson group including Finance Director for South Asia of Hongkong Land
based in Singapore, Group Finance Director of Jardine Motors Group in the UK and Group Treasurer
of Jardine Matheson.
Craig is a qualified Chartered Accountant through the Institute of Chartered Accountants of
Scotland and has a Bachelor of Arts degree from Robert Gordon University in Scotland, graduating
with distinction.
Lincoln Pan
Lincoln Pan joined the Board in November 2025. He is the Chair of the Remuneration and Nominations
Committees. Lincoln joined from PAG, where he was a partner and co-head of Private Equity and a
member of the Group Executive Committee. He previously held the role of chief executive officer,
Greater China at WTW (previously known as Willis Towers Watson), and served in executive roles at
Advantage Partners and GE Capital.
Lincoln is the Chief Executive Officer of Jardine Matheson, Chairman of DFI Retail Group and a
Commissioner for PT Astra International.
Lincoln has a Bachelor of Arts degree in History and English from Williams College and subsequently
earned a Juris Doctor (J.D.) from Harvard Law School.
*
Executive Director
Hongkong Land32
Lily Jencks
Lily Jencks joined the Board in July 2022. She is an architectural and landscape designer. She ran the
design company JencksSquared and architectural and landscape practice Lily Jencks Studio. She is
currently founder and executive chairman of the Jencks Foundation.
Lily holds a Bachelor of Arts in Art History from Columbia University and a Master of Architecture in
Landscape Architecture from University of Pennsylvania.
Adam Keswick
Adam Keswick joined the Board in 2012. Having joined Jardine Matheson in 2001, he was appointed
to the Jardine Matheson board in 2007 and was deputy managing director from 2012 to 2016, and
became chairman of Matheson & Co. in 2016. He is also a director of Ferrari NV and Yabuli China
Entrepreneurs Forum.
Adam received his Master of Arts degree from Edinburgh University.
Lincoln K.K. Leong
Lincoln K.K. Leong joined the Board in March 2022. He is the Chair of the Audit Committee of the
Company. Lincoln is an independent non-executive director of Standard Chartered PLC, Standard
Chartered Bank (Hong Kong) Limited and China Resources Land Limited. He was previously the chief
executive officer of MTR Corporation Limited, a non-executive director of Jardine Strategic Holdings
Limited and Mandarin Oriental International Limited, and an independent non-executive director of
Link Asset Management Limited (as manager of Link Real Estate Investment Trust) and SUNeVision
Holdings Ltd. Lincoln is a Chartered Accountant and has extensive experience in the accountancy and
investment banking industries.
Lincoln holds a Bachelor of Arts in Law and a Master of Arts from University of Cambridge.
Ming Mei
Ming Mei joined the Board in October 2024. He is the co-founder and CEO of GLP, a leading global
business builder, owner, developer and operator of logistics real estate, data centres, renewable
energy and related technologies. Under his leadership and vision, GLP revolutionised the modern
logistics industry by taking an innovative and entrepreneurial approach to growth and value creation
and has since expanded into adjacent sectors and new markets. Ming also co-founded Eastern Bell
Venture Capital and is an investor and board member of Value Retail China, a company specialising
in the development and operation of luxury outlet shopping villages.
Ming graduated from the Kellogg School of Management at Northwestern University and the School
of Business and Management at the Hong Kong University of Science and Technology with a Master
of Business Administration. He holds a Bachelor of Science in Finance from Indiana University School
of Business.
Alan Miyasaki
Alan Miyasaki joined the Board in November 2025. Alan is a Senior Managing Director and Head of
Real Estate Asia Acquisitions at Blackstone. He is responsible for the day-to-day management of the
Real Estate group’s investment activities in Asia.
Since joining Blackstone in 2001, Alan has been involved in a variety of real estate transactions in
both the United States and Asia. Since 2007, he has helped drive the establishment and growth of
Blackstone’s Real Estate business in Asia.
Before joining Blackstone, Alan worked in acquisitions at Starwood Capital Group. Alan received a BS
in Economics from The Wharton School of the University of Pennsylvania, where he graduated cum
laude. He currently serves on the boards of Crown Resorts Ltd, Room to Read and the Wharton Alumni
Executive Board.
Annual Report 2025 33
Corporate Governance
Overview of the Group’s
Governance Approach
Hongkong Land Holdings Limited (the Company or Hongkong Land,
together with its subsidiaries, the Group) understands the value of
good corporate governance in driving the long-term sustainable
success of its business. It attaches importance to the corporate
stability that strong governance brings, and the opportunities that
result from it being part of the Jardine Matheson Holdings Limited
(Jardine Matheson) group. The corporate governance statement for
the Company is presented below.
The Group is committed to high standards of governance. The system
of governance it has adopted has been developed, over many years,
by the members of the Jardine Matheson group, and both the Group
and its stakeholders regard it as appropriate to the nature of its
business and the long-term strategy it pursues in its markets in
Asia gateway cities. The Group’s governance framework is tailored
to its size, ownership structure, the complexity and breadth of its
business. It enables the Group to benefit from Jardine Matheson’s
professional expertise while at the same time ensuring that the
independence of the Board is respected and clear operational
accountability rests with the Company’s executive management.
The Company also ensures that the Group continues to demonstrate
the characteristics and values that have enabled the Group to prosper
over the long-term:
The Group believes that its stakeholders gain significant value from the
long-term approach it takes. It is also important, however, to adapt to
changing circumstances in our markets and, where appropriate, to the
developing expectations of stakeholders and changes in best practice.
In this context, over the past year, the Group has strengthened the
Company’s Board and leadership teams, bringing in expertise to
support our businesses in highly dynamic and competitive markets.
In parallel, we have continued to enhance our approach to governance,
to be more focused and to drive better decision-making and results.
In order to ensure clear allocation of accountability, the strengthened
leadership team is responsible for developing and executing the
Group’s business strategies and delivering on performance. The
leadership team is directly accountable to the Board, which provides
robust challenge, support and guidance, bolstered by extensive
industry-specific expertise and experience from independent
non-executive directors (the INEDs).
INEDs with a broad and diverse range of backgrounds are a valuable
source of external perspectives and are a key element of good
governance and decision-making. The Company has taken further
steps over the past year to increase the independence and diversity
of its Board.
During the year and subsequent to the end of the year under review,
the Company underwent several changes in its governance.
On 2 May 2025, Stuart Grant stepped down from the Board to take
up a full time executive role with the Company. On 1 November 2025,
the Company appointed Lincoln Pan as a Non-Executive Director,
and Alan Miyasaki as an additional INED. As a result of these changes,
as at 5 March 2026, the Board comprises nine Directors, of whom
33% are considered INEDs, taking into account the independence
considerations under the UK Corporate Governance Code (the Code),
and 11% are female.
Having an effective corporate governance framework supports the
Board in delivering the Group’s strategy and fosters long-term
sustainable growth, and ensures it operates transparently and in
accordance with the best practice.
A Long-term
Perspective
The Group takes a long-term view in
its decision-making and investments,
drawing on the expertise and
experience of our directors, and does
not focus on short-term profits. This
leads to long-term, sustainable growth
for our shareholders and benefits the
communities where we operate.
Credibility,
Stability and Trust
The credibility, stability and
trust built up by the Group over
many generations, are highly
valued by our partners and
other stakeholders.
Deep Knowledge
of Our Markets
The extensive experience and long
track record of the Group have led
to a deep understanding of how
to drive successful growth across
our markets, giving the Group
a competitive advantage.
Hongkong Land34
Group Structure
Jardine Matheson is the ultimate holding company of the Group.
The structural relationship between the Jardine Matheson group and
the Group is considered a key element of the Group’s success. By
establishing common values and standards, and sharing experience,
contacts and business relationships, the Jardine Matheson group
companies, including the Group, aim to optimise their opportunities
across the Asian countries in which they operate.
Governance and Legal Framework
The Company is incorporated in Bermuda with most of its property
interests held entirely in Asia. The primary listing of the Company’s
equity shares is in the Equity Shares (Transition) Category (the
Transition Category) of the Main Market of the London Stock
Exchange (LSE).
The Company also has secondary listings in Singapore and Bermuda.
As the Company has only secondary listings on these exchanges,
many of the listing rules of such exchanges are not applicable. Instead,
the Company must release the same information in Singapore and
Bermuda as it is required to release under the rules which apply to
it as a result of being listed in the Transition Category on the LSE.
As a company incorporated in Bermuda, the Company is governed by:
• The Bermuda Companies Act 1981 (the Bermuda Companies Act);
• The Bermuda Hongkong Land Holdings Limited Consolidation
and Amendment Act 1988 (as amended), pursuant to which the
Company was incorporated, and the Bermuda Hongkong Land
Holdings Limited Regulations 1993 (as amended, the Regulations)
were implemented; and
• The Company’s Memorandum of Association and Bye-Laws.
The Bermuda Takeover Code for the Company is set out in the
Regulations and is based on the UK City Code on Takeovers and
Mergers. It provides an orderly framework within which takeover
offers can be conducted and the interests of shareholders protected.
Other acquisition mechanisms available under the Bermuda
Companies Act include schemes of arrangement and amalgamation
and mergers. The Bermuda Companies Act provides a framework
within which such procedures can be conducted and the interests
of shareholders protected.
The shareholders can amend the Company’s Bye-Laws by way
of a special resolution at a general meeting of the Company.
The Company’s shareholders approved the adoption of the new
Bye-Laws at the 2025 Annual General Meeting (AGM) on 2 May 2025.
The Company’s listing in the Transition Category of the LSE means
that it is bound by many, but not all, of the same rules as companies
which fall within the Equity Shares (Commercial Companies) Category
(the Commercial Companies Category) of the LSE, under the UK Listing
Rules, the Disclosure Guidance and Transparency Rules (the DTRs)
issued by the Financial Conduct Authority in the United Kingdom (the
FCA), the UK Market Abuse Regulation (the MAR) and the Prospectus
Regulation Rules. This includes rules relating to continuous disclosure,
periodic financial reporting, disclosure of interests in shares, market
abuse and the publication and content of prospectuses in connection
with admission to trading or the offering of securities to the public.
In addition, the Company is subject to regulatory oversight from the
FCA, as the Company’s principal securities regulator, and is required
to comply with the Admission and Disclosure Standards of the Main
Market of the LSE.
The Company and its Directors are also subject to legislation
and regulations in Singapore relating, among other things, to
insider dealing.
When the shareholders approved the Company’s move to a standard
listing from a premium listing in 2014, the Company stated that it
intended to maintain certain governance principles, which were
applicable to it at that time by virtue of its UK premium listing. As
a result, the Company adopted a number of governance principles
(the Governance Principles) based on the applicable requirements for
a UK premium listing in 2014, which went further than the standard
listing requirements at the time.
Following the FCA’s reform of the UK listing regime in 2024, including
the introduction of new UK Listing Rules (the UK Listing Rules), the
replacement of the previous UK premium and standard segments of
the Official List of the FCA with the Commercial Companies Category
and the transfer of the listing of the Company’s equity shares to the
new Transition Category, the Company undertook a review of the
Governance Principles in 2024 to ensure they remain appropriate and
take into account market practice.
Following the 2024 review, the Board considered that certain
amendments to the Governance Principles were appropriate to align
more closely with, and have regard to, the UK Listing Rules that other
UK listed companies are subject to and to reflect the modernisation of
the governance of the Company. The Company intends to have regard
to the UK Listing Rules applicable to the Commercial Companies
Category, when applying the Governance Principles in relation to
significant transactions and related party transactions.
Annual Report 2025 35
Corporate Governance
Governance and Legal Framework continued
The key elements of the Governance Principles are as follows:
• If the Company carries out a related party transaction which, if its
shares were listed on the Commercial Companies Category would
require a sponsor to provide a fair and reasonable opinion under
the provisions of the UK Listing Rules, it will engage an independent
financial adviser to confirm that the terms of the transaction are
fair and reasonable as far as the shareholders of the Company
are concerned.
• If the Company carries out such a related party transaction or a
significant transaction (one that would be classified as a significant
transaction under the provisions of the UK Listing Rules), as soon as
reasonably practical after the terms are agreed, the Company will
issue an announcement, providing such details of the transaction as
are necessary for investors to evaluate the effect of the transaction
on the Company.
• At each AGM, the Company will seek shareholders’ approval to
issue new shares on a non-pre-emptive basis for up to 33% of the
Company’s issued share capital, of which new shares representing
up to 5% of the Company’s issued share capital can be issued for
cash consideration.
• The Company adheres to a set of Securities Dealing Rules which
follow the provisions of MAR with respect to market abuse and
disclosure of interests in shares.
The Company is not required to comply with the Code, which applies
to all Commercial Companies Category issuers and sets out the
governance principles and provisions expected to be followed by
companies subject to the Code. However, the Company does have
regard to the UK Corporate Governance Code 2024 (published by the
Financial Reporting Council at www.frc.org.hk) in developing and
implementing its approach to corporate governance and disclosure.
The Management of the Group
The Board
The Board is responsible for ensuring that the Group is appropriately
managed and achieves its strategic objectives in a way that is
supported by the right culture, values and behaviours. The Group’s
culture provides the foundation for the delivery of our strategy and our
long-term, sustainable success. Our workforce policies and practices
are consistent with and support our culture. Periodic colleague surveys
are conducted to assess the culture and enable management to identify
actions that could be taken to further improve our culture.
The Board is also responsible for ensuring that appropriate systems
and controls are in place to enable efficient management and
well-informed decision-making. Our business processes incorporate
efficient internal reporting, robust internal controls, and supervision of
current and emerging risk themes, all of which form a vital part of our
governance framework. As a key part of this, the Company Secretary
has set up processes and systems to ensure that all Directors receive
information in a timely, accurate and clear manner. We use a board
paper distribution portal to disseminate board and committee papers
securely to Directors.
The Chairman facilitates discussions at Board meetings, by ensuring
all Directors have an opportunity to make comments and ask
questions. In addition, the Chairman discusses matters with Directors
individually and collectively outside of Board meetings. The Chairman
also uses other gatherings of the Directors, such as Board dinners, to
facilitate discussions in a less formal environment.
The Board has full power to manage the Company’s business affairs,
other than matters reserved to be exercised by the Company in the
general meeting under Bermuda legislation or the Company’s
Bye-Laws. Key matters for which the Board is responsible include:
Key Responsibilities of the Board
• The overall strategic aims and objectives of the Group;
• Establishing the Company’s purpose and values;
• Approval of the Group’s strategy and risk appetite to align
with the Group’s purpose and values;
• Approval and oversight of the Group policy framework
and approval of appropriate Group policies;
• Approval of the Annual Budget and monitoring of
performance against it;
• Oversight of the Group’s activities;
• Approval of major changes to the Group’s corporate or
capital structure;
• Approval of major capital expenditure and significant
transactions in terms of size or reputational impact;
• Approval of interim and final financial statements, Annual
Report and Accounts and interim management statements,
upon recommendation from the Audit Committee;
• Approval of dividend policy and the amount and form of
interim and final dividend payments, for approval by
shareholders as required;
• Ensuring relevant sustainability and environmental, social,
and governance (ESG) matters are incorporated into
purpose, governance, strategy, decision-making and risk
management, and approving the annual Sustainability
Report issued by the Group;
• Overseeing the management of risk within the Group;
• Any significant changes to the Company’s accounting
policies or practices, upon recommendation from the
Audit Committee;
• Appointment, re-appointment or removal of the external
auditor, subject to shareholders’ approval, upon
recommendation from the Audit Committee;
• Approval of matters relating to the AGM resolutions and
shareholder documentation;
• Approval of all shareholder circulars, prospectuses and
listing particulars issued by the Company; and
• Approval of material public announcements concerning
matters decided by the Board.
Hongkong Land36
The Board continued
Responsibility for certain matters, including the approval of borrowing
facilities and capital expenditure (other than major capital expenditure
required to be approved by the Board), has been delegated by the
Board to the Investment Committee and the Group Finance Director
Strategy
To facilitate oversight and provide opportunities for
the Board.
Financial Performance and Risk
The Board oversees the actions the Company takes to
deliver superior, long-term returns for our shareholders
from our market-leading businesses. We aim for decisive
management built on a disciplined, long-term approach
to capital allocation and investment expertise, to
maximise financial performance, maintain our financial
strength and manage risks. Over time, and in addition
to being part of the Jardine Matheson group of
businesses, we have developed deep relationships
with a wide range of well-capitalised, leading banks
and corporate partners, which support the Group’s
financial strength.
Operational Performance
The Group operates in highly dynamic markets and
constantly needs to innovate and adapt to remain
relevant and achieve long-term, sustainable success.
Governance and
Stakeholder Engagement
A range of governance matters are discussed at Board
meetings, including Directors’ and officers’ insurance,
litigation, regulatory changes, review and approval of
statutory reporting and shareholder documentation and
governance-related matters. The Committee Chairs
provide updates on the activities of the Committees at
the Board meeting following each Committee meeting.
Supporting Leadership Teams
and Colleagues
The Group attaches great importance to attracting,
developing and retaining leadership talent. We strive to
develop leaders who are entrepreneurial in how they
develop their businesses.
of the Jardine Matheson group with specific written terms of reference
outlining his role and authorities.
The Company sees the value of regularly reviewing the effectiveness of
its processes and making improvements where appropriate.
Board Activities
Annual Report 2025 37
Corporate Governance
The Board continued
Set out below is a summary of the key areas of activity of the Board:
1. Strategy
To facilitate oversight and provide opportunities for the Board to
challenge and measure progress against the Group’s strategic
priorities, at each Board meeting, the Chief Executive and Chief
Financial Officer provide updates on the operational and financial
performance of the Group.
2. Operational Performance
The Group operates in highly dynamic markets and constantly needs
to innovate and adapt to remain relevant and achieve long-term,
sustainable success. In the past years, Asia has seen a large influx of
new capital, the rapid rise of new economy companies and changes
in customer and tenant expectations. In response, we have put
innovation, operational excellence and an entrepreneurial spirit at
the heart of everything we do.
At each Board meeting, an update is provided on the operational
performance of each business segment, which offers important
insights into the opportunities and challenges faced. In addition,
Directors are provided with a deeper understanding of how our varied
markets function and the implications for stakeholder-related issues in
order to equip the Board with the necessary perspective to enhance
strategic decision-making.
3. Supporting Leadership Teams and Colleagues
The Group attaches great importance to attracting, developing and
retaining leadership talent. We strive to develop leaders who are
entrepreneurial in how they develop their businesses.
The Group is focused on enhancing performance management
structures to recognise, reward and retain talent, with
incentives aligned to drive shareholder value by building
better, stronger businesses.
The Company is also committed to creating an inclusive workplace
which reflects the diversity of the communities we serve.
The Board is provided with regular people updates to enable it
to support talent attraction, development and retention, and the
progress of Inclusion, Equity and Diversity (IE&D) and colleague
engagement initiatives.
4. Financial Performance and Risk
The Board oversees the actions the Company takes to deliver superior,
long-term returns for our shareholders from our market-leading
businesses. We aim for decisive management built on a disciplined,
long-term approach to capital allocation and investment expertise, to
maximise financial performance, maintain our financial strength and
manage risks. Over time, and in addition to being part of the Jardine
Matheson group of businesses, we have developed deep relationships
with a wide range of well-capitalised, leading banks and corporate
partners, which support the Group’s financial strength.
Our approach is underpinned by the Company always seeking to
maintain a strong balance sheet and liquidity position. This has
enabled the Group to move with confidence in making some of
our most substantial acquisitions at times of market dislocation.
The Chief Financial Officer presents a detailed overview of the financial
performance of the Group at each Board meeting, to ensure that
Directors are provided with sufficient information to enable them to
provide the appropriate financial oversight, and have the opportunity
to challenge management as appropriate. The information provided
includes details of the financial performance of each business unit.
The Board also reviews the Group’s capital allocation approach,
dividend policy and shareholder returns, as well as the management
of Group debt levels, interest cover and capital markets activities.
The Board has overall responsibility for risk management and is
actively engaged in regular discussions about the principal risks faced
by the Group. The Audit Committee, on behalf of the Board, undertakes
an annual assessment of the effectiveness of the management of the
principal risks facing the Group and actions taken to mitigate them,
validating the key risks and approving any necessary actions arising
from the risk assessments. This process takes into account the key risks
faced, and the risk management approach taken, by the Group.
Maintaining and enhancing the risk and internal control environment is
fundamental to the Group’s governance framework and the Board’s
stewardship of the Company.
5. Governance and Stakeholder Engagement
A range of governance matters are discussed at Board meetings,
including Directors’ and officers’ insurance, litigation, regulatory
changes, review and approval of statutory reporting and shareholder
documentation and governance-related matters.
The Chief Financial Officer provides Directors with regular updates on
stakeholder engagements, including engagement with shareholders,
governments and other relevant third-parties, and relevant regulatory
developments. Increasing the Directors’ understanding of stakeholder
views and priorities, and the actions being taken by the Group to
address them, supports the Board’s decision-making.
Updates from the Chief Financial Officer provide the Board with
feedback on investor views and expectations, visibility of market
conditions, share price performance, shareholder returns and the
future outlook.
The Chief Financial Officer provides the Board with Sustainability
updates twice a year, which include the progress being made by
the Group in progressing sustainability priorities including achieving
climate action objectives, particularly in relation to decarbonisation,
as well as updates on responsible consumption and social
inclusion initiatives.
The Committee Chairs provide updates on the activities of the
Committees at the Board meeting following each Committee meeting.
Hongkong Land38
Board Composition and Operational Management
The Board’s composition and the way it operates provide stability,
allowing the Company to take a long-term view as it seeks to grow its
business and pursue investment opportunities.
The Chairman has been appointed in accordance with the provisions
of the Bye-Laws of the Company, which provide that the chairman
of Jardine Matheson, or any Director nominated by them, shall be the
Chairman of the Company.
The presence of Jardine Matheson representatives on the Company’s
Board and its Committees of the Company, provides an added
element of stability to the Company’s financial planning and
supervision, enhancing its ability to raise finance and take
a long-term view of business development. It also strengthens
the ability of management to work effectively together in
exploiting the full range of the Jardine Matheson group’s
commercial strengths.
The Board has considered that there is a clear division of
responsibilities among the Chairman and the Chief Executive
to ensure an appropriate balance of power and authority is
maintained at all times.
Board composition as at 5 March 2026:
Property Management
Property Investment
Property Development
Corporate Governance, Risk Management and/or Sustainability
Financial Acumen
Strategy and Business Acumen
Executive Leadership
International Business
0 1 2 3 4 5 6 7 8 9
Directors’ Experience
0 1 2 3 4
Independent Non-Executive Directors
Non-Executive Directors
Executive Directors
Capacity of Directors
8 1
0 1 2 3 4 5 6 7 8 9
3 2 1 2 1
0 1 2 3 4 5 6 7 8 9
Age of Directors
Nationality of Directors Tenure of Directors
40-49 50-59 60-69
British Chinese American
Canadian Singaporean
5 years or below
Over 10 years
4
3
2
Annual Report 2025 39
Corporate Governance
Board Composition and Operational Management
continued
The Board has considered the diversity of the Company’s Board and
executive management in the context of the requirements under the
UK Listing Rules that UK listed companies should publish information
on the gender and ethnic representation of their Board and executive
management. As at 31 December 2025, being the reference date for the
purposes of 22.2.30R(1)(a) of the UK Listing Rules which require the
disclosure of certain diversity statistics, and as shown below:
• The Board met its target of having one Director from a minority
ethnic background;
• The Company did not meet the target of the Board comprising at
least 40% female directors; and
• The Board did not meet the target to have a female director
occupying one of the senior Board positions (Chairman, Chief
Executive or Chief Financial Officer). The Directors who
hold these roles were appointed following formal, rigorous and
transparent nomination procedures and are the most suitable and
experienced individuals for their roles and the Group’s needs.
The Company did not meet the targets under the UK Listing Rules of
the Board comprising at least 40% female directors, and having one
of the senior Board positions occupied by a female director, due to
the significant change to the composition of the Board and executive
management which would be required to meet these requirements.
The Company will continue to take IE&D considerations into account
with respect to future appointments of Directors and executive
management positions.
The table below, which follows the format and categories prescribed
by the UK Listing Rules, illustrates the ethnic background and gender
diversity of the Board and executive management – which includes
the Company Secretary, but excludes administrative or support staff
– pursuant to 22.2.30R(2) of the UK Listing Rules, as at 31 December
2025, which is our chosen reference date in accordance with the UK
Listing Rules.¹
As at 31 December 2025
Number of
Board members
Percentage of
the Board
Number of senior
positions on the Board
(Chairman, Chief
Executive and Chief
Financial Officer)
Number in
executive
management
(including Company
Secretary)
Percentage of
executive
management
(including Company
Secretary)
Gender diversity
Men 8 89% 3 8 73%
Women 1 11% – 3 27%
Not specified/prefer not to say – – – – –
Ethnic diversity
White British or other White
(including minority-white groups) 5 56% 2 4 36%
Mixed/multiple Ethnic Groups – – – – –
Asian/Asian British 4 44% 1 7 64%
Black/African/Caribbean/Black British – – – – –
Other ethnic group – – – – –
Not specified/prefer not to say – – – – –
The Company has a Board Diversity Policy that guides appointments to the Board and its Committees. There is no separate Diversity Policy for the
Committees. IE&D considerations are, and will be, taken into account for these appointments where relevant.
1 Data relating to the gender and ethnic diversity of the Board and executive management was gathered by the Company Secretary
via the collection of each individual’s identification documents, which are held within the Company’s secure filing system.
Hongkong Land40
Chairman
The Chairman’s role is to lead the Board, ensuring its effectiveness
while taking account of the interests of the Company’s various
stakeholders and promoting high standards of corporate governance.
The Chairman’s principal responsibilities are in the areas of strategy,
external relationships, governance and people. The Chairman leads
the Board in overseeing the long-term strategic direction of the Group
and approving its key business priorities. His key responsibilities
also include:
Key Responsibilities of
the Chairman
Key Responsibilities of
the Chief Executive
• Leading, with the Chief Executive, the development
of the culture and values of the Group;
• Supporting the development and maintenance of
relationships with existing and new key business
partners, governments and shareholders;
• Ensuring, together with the Chief Executive, an
appropriate focus on attracting and retaining the right
people and carrying out succession planning for
executive management positions;
• Creating a culture of openness and transparency at
Board meetings;
• Building an effective Board supported by a strong
governance framework;
• Leading the succession planning for the Chief Executive;
• Ensuring all Directors effectively contribute to
discussions and feel comfortable in engaging in
healthy debate and constructive challenge;
• Ensuring all Directors receive accurate, timely and
clear information; and
• Promoting effective communication between Executive
Directors and Non-Executive Directors, including INEDs.
• Effective management of the Company and its business;
• Leading the development of the Company’s strategic
direction and implementing the strategy approved by
the Board;
• Identifying and executing new business opportunities;
• Managing the Group’s risk profile and implementing and
maintaining an effective framework of internal controls;
• Developing targets and goals for his executive team;
• Ensuring effective communication with shareholders
and key stakeholders and regularly updating institutional
investors on the business strategy and performance;
• Providing regular operational updates to the Board on
all matters of significance relating to the Group’s
business or reputation;
• Overseeing the Group’s approach to capital allocation,
business planning and performance;
• Overseeing sustainability strategy and execution;
• Ensuring, together with the Chairman, an appropriate
focus on attracting and retaining the right people and
carrying out succession planning for executive
management positions; and
• Fostering innovation and entrepreneurialism to support
the growth of the Group’s business.
Chief Executive
The responsibility for running the Group’s business and all the
executive matters affecting the Group rests with the Chief Executive.
The implementation of the Group’s strategy is delegated to the
Company’s executive management, with decision-making authority
within designated financial parameters delegated to the Investment
Committee. In addition, the Chief Executive has day-to-day operational
responsibility for:
Annual Report 2025 41
Corporate Governance
Non-Executive Directors
The Non-Executive Directors bring insight and relevant experience to
the Board. They have responsibility for constructively challenging the
strategies proposed by the Executive Directors and scrutinising the
performance of management in achieving agreed goals and objectives.
In addition, Non-Executive Directors work on individual initiatives
as appropriate.
Board Meetings
The Board usually holds four scheduled meetings each year, and ad
hoc meetings when appropriate to deal with urgent matters that arise
between scheduled meetings. Board meetings are usually held in
different locations around the Group’s markets.
The Board receives high-quality, up-to-date information in advance of
each meeting, which is provided to Directors via a secure online board
information portal. The Company reviews the information provided to
the Board regularly to ensure that it remains relevant to the needs of
the Board in carrying out its duties.
The Directors of the Company, who are based outside Asia, visit the
region regularly to review and discuss the Group’s business and
inspect the Group’s investment and development assets. The
knowledge these Directors have of the Group’s affairs, as well as
their experience of the wider Group, provides significant value to
the ongoing review by the Company of the Group’s performance
and reinforces the Board oversight process.
Board Attendance
Directors are expected to attend all Board meetings. The table below
shows the attendance at the scheduled 2025 Board meetings:
Meetings
eligible to
attend % Attended
Current Directors
Non-Executive Directors
John Witt 4/4 100%
Lily Jencks 4/4 100%
Adam Keswick 4/4 100%
Lincoln K.K. Leong 4/4 100%
Ming Mei 4/4 100%
Lincoln Pan
1
1/1 100%
Alan Miyasaki
2
1/1 100%
Executive Directors
Michael T. Smith 4/4 100%
Craig Beattie 4/4 100%
Former Director
Stuart Grant
3
2/2 100%
1 Lincoln Pan joined the Board on 1 November 2025. In 2025, one Board
meeting was held after 1 November 2025.
2 Alan Miyasaki joined the Board on 1 November 2025. In 2025, one Board
meeting was held after 1 November 2025.
3 Stuart Grant stepped down from the Board on 2 May 2025. In 2025,
two Board meeting were held on or before 2 May 2025.
Appointment and Retirement of Directors
There are detailed plans in place to ensure orderly succession for the
Board. The Board is focused on development and succession plans
at both Board and executive level, to strengthen the management
pipeline. The Chairman, in conjunction with other Directors, reviews
the size, composition, tenure and skills of the Board. The Chairman
leads the process for new appointments, monitors Board succession
planning, and considers independence, diversity, inclusion and Group
governance matters, as well as relevant expertise and experience,
when recommending appointments to the Board. Non-Executive
Directors are appointed on merit, against objective criteria and are
initially appointed for a three-year term.
Prior to appointment, the Chairman assesses the commitments of
a proposed candidate, including other directorships, to ensure they
have sufficient time to devote to the role. The Chairman also regularly
assesses the time commitments of Directors, to ensure that they each
continue to have sufficient time for their role. He also considers the
potential additional time required in the event of urgent corporate
events. Any Director’s external appointments, which may affect
existing time commitments relevant to the Board, must be agreed
with the Chairman in advance.
Upon appointment, all new Directors receive a comprehensive
induction programme over several months. This is designed to
facilitate their understanding of the business and is tailored to their
individual needs. The Chief Financial Officer and the Company
Secretary are responsible for providing a briefing covering the
Company’s core purpose and values, strategy, key areas of the
business and corporate governance.
The Board appoints each new Director, and the Nominations
Committee has been established to assist the Board in such matters.
In accordance with the Company’s Bye-Laws, each new Director is
subject to retirement and re-election at the first AGM after their
appointment. Directors are then subject to retirement by rotation
requirements under the Bye-Laws, whereby one-third of the Directors
retire at the AGM each year.
In accordance with Bye-Law 85, John Witt and Lily Jencks will retire
by rotation at this year’s AGM and, being eligible, offer themselves
for re-election. In accordance with Bye-Law 92, Lincoln Pan and
Alan Miyasaki will also retire and, being eligible, offer themselves
for re-election. None of the Directors proposed for re-election have
a service contract with the Company or its subsidiaries.
Hongkong Land42
Company Secretary
All Directors have access to advice and support from the Company
Secretary, who is responsible for advising the Board on all
governance matters.
Insurance and Indemnification
The Company purchases insurance to cover its Directors against their
costs in defending themselves in civil proceedings taken against them
in that capacity, as well as in respect of damages resulting from the
unsuccessful defence of any proceedings. To the extent permitted
by applicable law, every Director shall be indemnified and secured
harmless out of the assets of the Company against all liability and
loss suffered and expenses reasonably incurred. However, neither
insurance nor indemnity arrangements provide cover where the
Director has acted fraudulently or dishonestly.
Delegations of Authority
The Group has in place an organisational structure with defined lines
of responsibility and appropriate delegations of authority in place.
The Group’s delegation of authority framework establishes a clear
pathway for decision-making. This ensures that judgements are made
at the correct business level by those team members most equipped
to do so. Every decision made aligns with the Group’s culture
and values, taking into account the advantages, risks, financial
consequences, and effects on all stakeholders. The Board, supported
by the Audit Committee, places significant emphasis on maintaining
high governance standards throughout the Group. This focus assists
the Board in accomplishing its strategic goals and fulfilling key
performance objectives.
Directors’ Responsibilities in respect of
the Financial Statements
Under the Bermuda Companies Act, the Directors are required to
prepare financial statements for each financial year and present them
annually to the Company’s shareholders at the AGM. The financial
statements are required to present fairly, in accordance with
International Financial Reporting Standards (IFRS), the financial
position of the Group at the end of the year, and the results of its
operations and its cash flows for the year then ended. The Directors
consider that applicable accounting policies under IFRS, applied
on a consistent basis and supported by prudent and reasonable
judgements and estimates, have been followed in preparing the
financial statements. The financial statements have been prepared
on a going concern basis.
Substantial Shareholders
As a non-UK issuer, the Company is subject to the provisions of the
DTRs, which require that a person must, in certain circumstances,
notify the Company of the percentage of voting rights attaching to
the share capital of the Company that person holds. The obligation
to notify arises if that person acquires or disposes of shares in the
Company and that results in the percentage of voting rights which
the person holds reaching, exceeding, or falling below, 5%, 10%, 15%,
20%, 25%, 30%, 50% and 75%.
The Company has been informed of the holding of voting rights of 5%
or more attaching to the Company’s issued ordinary share capital by
Jardine Strategic Limited (Jardine Strategic), which is directly interested
in 1,176,616,646 ordinary shares carrying 54.69% of the voting rights.
By virtue of its interest in Jardine Strategic, Jardine Matheson is also
interested in the same ordinary shares. Apart from this shareholding,
the Company is not aware of any holders of voting rights of 5% or
more attaching to the Company’s issued ordinary share capital as of
5 March 2026.
There were no contracts of significance with substantial corporate
shareholders during the year under review.
Related Party Transactions
Details of transactions with related parties entered into by the
Company during the course of the year are included in Note 27 to
the financial statements on pages 102 and 103.
Engagement with Shareholders,
Other Stakeholders and Colleagues
We engage regularly with our stakeholders, including our employees,
investors, creditors, partners and government and this enables the
Company to understand their perspectives and ensure we address
their expectations and shape our actions accordingly.
Shareholders and Investors
The Board and executive management team recognise communications
with shareholders and investors to be an important component of
the Group’s commitment to strong corporate governance. The Group
proactively engages with the investment community through a number
of channels to articulate its business and sustainability strategies, to
provide updates on its progress towards key objectives, and to collect
the community’s views and feedback, as follows:
• The Chief Executive and Chief Financial Officer are made available
to address queries at the Group’s interim and annual results
presentations, followed by interactions during roadshows or
post results discussions with major shareholders and investors;
• The Chief Financial Officer provides business updates to the analyst
community prior to the start of black-out periods ahead of interim
and annual results announcements;
• The Chief Executive, Chief Financial Officer, and/or the Investor
Relations team regularly meet with major shareholders,
bondholders and potential investors – there were 500 interactions
during the year;
• The publication of annual reports, results announcements and
presentations, interim management statements and press releases;
• The publication of the Group’s Sustainability Framework 2030 &
Climate Action report, as well as its annual Sustainability
Performance report;
• The publication of business, sustainability and other general updates
via social media platforms; and
• The Company’s AGMs.
Annual Report 2025 43
Corporate Governance
Engagement with Shareholders,
Other Stakeholders and Colleagues continued
Other Stakeholders
The Group frequently engages with stakeholder groups outside of
the investment community, focusing primarily collaborations on
sustainability-related issues and initiatives. The Group’s engagement
with stakeholders is guided by its Sustainability Framework 2030
(https://webfile.hkland.com/assets/sustainability-report/2024/en/
Sustainabilityframework_2030.pdf), which was developed via
consultations with stakeholders to help the Group prioritise
material topics.
These engagements, which are attended or sponsored by executive
management, primarily include:
• Ongoing dialogue with environmental Non-Governmental
Organisations (the NGOs), financial institutions, other landlords,
and government agencies on risks from rising sea levels;
• Engaging and collaborating with tenants via the Group’s Tenant
Sustainability Partnership Programme which was rebranded to
share best practices on green tenant fit-outs and operations, as well
as corporate social responsibility initiatives;
• Regular communications with contractors and other developers
to learn and share best practices on refining building designs and
optimising the use of carbon intensive building materials;
• Engaging with tenants to raise awareness and best practices on
IE&D initiatives;
• Collaborating with NGOs to deliver charitable initiatives via
economic contributions, community investments, and volunteering;
• Attending real estate sector and sustainability conferences,
seminars, workshops, and events, including contributing to
discussions on emerging sustainability issues; and
• Engaging our colleagues via employee engagement surveys and
sustainability materiality assessments.
Shareholders and other stakeholders may send their enquiries and
concerns by e-mail at gpobox@hkland.com.
Securities Purchase Arrangements
The Directors have the power, under the Bermuda Companies Act
and the Company’s Memorandum of Association, to purchase the
Company’s shares. Any shares so purchased are required to be treated
as cancelled and, therefore, reduce the Company’s issued share capital.
The Board regularly considers the possibility of share repurchases.
When doing so, it considers the potential for enhancing earnings or
asset values per share. When purchasing such shares, the Company
is subject to the provisions of MAR.
During the year ended 31 December 2025, the Company repurchased
and cancelled a total of 47,752,700 of its ordinary shares for an
aggregate cost of US$282,223,954. The ordinary shares, which were
repurchased in the market, represented approximately 2.16% of the
Company’s issued ordinary share capital before repurchase.
Workforce Engagement
The Group has a performance management mechanism designed
to foster a more objective and focused approach that rewards high
performers, boosts personal development, and creates a culture of
performance across the organisation. This mechanism embeds our
core values and cascades objectives from the Group’s strategy down
to individual goals. Appraisal reviews are conducted annually, with
added flexibility through check-in sessions and ‘agile dialogue’ to
ensure continuous conversations take place throughout the year.
To complement this, the Group is committed to supporting the growth
of the next generation of leaders within our businesses, ensuring
colleagues can develop the skills they need to thrive. A thorough talent
review process identifies high-potential employees for our talent pool,
who are primed to ascend the leadership ladder and step into senior
roles in the future. Through meaningful conversations, we discuss their
ambitions and draft custom development plans to align their personal
growth with the Company’s objectives.
We also aim to cultivate an owner mindset among our employees,
supported by enhanced incentive structures that focus less on
short-term profits and more on long-term value creation. This approach
encourages experimentation, innovation, and sustainable growth.
By embedding these practices, we aim to create a more inclusive,
transparent, and performance-driven culture that empowers
employees to achieve their full potential while contributing to
the Group’s long-term success.
Annual General Meeting
The Company’s 2026 AGM will be held on 7 May 2026. The full text
of the resolutions and explanatory notes in respect of the meeting
are contained in the Notice of AGM that is published at the same time
as this Annual Report and can be found at www.hkland.com/en/
investors/announcements.
Corporate Website
A corporate website is maintained containing a wide range of
additional information of interest to investors at www.hkland.com.
Hongkong Land44
Group Policies
Code of Conduct
The Group conducts business in a professional, ethical and even-
handed manner. Its ethical standards are clearly set out in its Code
of Conduct, a set of guidelines to which every employee must adhere
and which is reinforced and monitored by a regular training and
compliance certification process. It is also modelled on the Jardine
Matheson group’s code of conduct. The Code of Conduct requires that
all Group companies and employees comply with all laws of general
application, all rules and regulations that are industry-specific and
proper standards of business conduct. In addition, the Code of Conduct
prohibits the giving or receiving of illicit payments. It requires that all
Directors and employees must be fully aware of their obligations under
the Code of Conduct and establishes procedures to ensure compliance
at all levels within their businesses. The Group requires each employee
to declare any potential conflicts of interest, whether personal or
related to their families and friends to ensure employees always act
in the best interests of the Group while performing their duties.
Data Privacy
The Group is committed to being a responsible custodian of the data
entrusted to it by customers, employees, business partners and other
stakeholders keeping the data secure and processing it in accordance
with legal requirements and stakeholder expectations as they continue
to evolve. Appropriate protections are in place to prevent misuse and
unauthorised disclosure of personal data. In addition, the Group’s Code
of Conduct and Data Breach Notification Policy underlines the Group’s
commitment to being a responsible data custodian.
Whistleblowing Policy
The Group has a whistleblowing policy covering how employees
can report matters of serious concern. The Audit Committee is
responsible for overseeing the effectiveness of the formal procedures
for colleagues to raise such matters and is required to review any
reports made under those procedures referred to it by the internal
audit function.
In addition, the Group has a whistleblowing service managed by an
independent third-party service provider, which supplements existing
whistleblowing channels to assist employees and third-parties in
raising matters of concern and report cases of suspected illegal
or unethical behaviour. This service, which aims to help foster an
inclusive, safe and respectful workplace, is available 24 hours a day
in multiple local languages and is accessible through several channels.
Colleagues may make anonymous submissions in situations where
it is inappropriate or not possible to report a matter of concern to
a manager supervisor, People & Culture, executive management,
Group Counsel or the Chief Financial Officer.
Reports may be lodged by one of three channels: email, website or
telephone hotline. Each report is allocated a unique case number
which enables follow-up with the reporter, if applicable. Once a report
is lodged, it is sent to certain authorised persons at the Group level.
These include senior representatives from legal, compliance and
finance teams who have experience in dealing with such matters.
The authorised persons will follow up on the report and investigate
where necessary. The reporter, if they choose to, will be notified of
the outcome.
All reports are treated confidentially and any retaliation against a
person reporting a potential breach of the Code of Conduct in good
faith will not be tolerated.
Inclusion, Equity and Diversity
We understand that our greatest asset is our people. Their diverse
talent, experiences, and backgrounds drive our growth. We are
committed to fostering an environment that values every individual,
ensuring every voice contributes to our collective success.
The Group applies the principle that colleagues should always treat
others in a way they would expect others to treat them. Bullying,
intimidation, discrimination, and harassment of others have no place
in the Group and will not be tolerated.
As a multinational Group with a broad range of businesses operating
across Asia, the Group believes in promoting equal opportunities
in recruiting and developing all employees, regardless of ethnicity,
gender, age, sexual orientation, disability, background or religion,
should be treated fairly and with dignity, and be valued for the
contributions they make in their role. The scale and breadth of the
Group’s business necessitate that they seek the best people from the
communities in which they operate most suited to their needs.
All staff are encouraged and supported to develop their full potential
and contribute to the sustainable growth of the Group. Employees
views and ideas are essential, and they are encouraged to express
them respectfully with colleagues at all levels within the organisation.
To build an inclusive workplace which helps progress our ambitions
across the Group, we incorporate IE&D principles across our
businesses and People and Culture practices. This includes:
• Ongoing collaboration to ensure a set of inclusive working
arrangements and policies to support IE&D;
• Keeping our recruitment, promotion, and retention systems fair and
based on aptitude, merit and ability, including ongoing reviews of
remuneration to ensure appropriateness of pay levels;
• Active talent management and career support for our talent pools
to provide equitable opportunities that will enable a diverse future
pipeline of leaders; and
• Cultivating the right set of leadership behaviours through learning
campaigns to ensure our people behave in a way consistent with the
principles we have put in place.
The Company keeps the composition of its Board and executive
management positions under review to ensure that it remains
appropriate to face the challenges of the changing business landscape.
The Company is actively focused on increasing gender diversity at all
levels of the organisation.
The Group has a Diversity and Equal Opportunity Policy.
Annual Report 2025 45
Corporate Governance
Committees
The Board is supported by the activities of its Committees (the
Nominations, Remuneration, Investment and Audit Committees),
which ensure the right level of attention and consideration are given to
specific matters. Matters considered by each of the Committees are set
out in their respective terms of reference.
Nominations Committee
Key Responsibilities:
• Review the structure, size and composition of the Board and its
Committees and make recommendations to the Chairman of the Board
on any appointments to maintain a right balance of skills, knowledge and
experience and independence, as well as a diversity of perspectives;
• Support the Chairman of the Board to lead the process for Board
appointments and nominate suitable candidates to the Board;
• Assess suitable candidates based on merit and objective criteria (giving
consideration to the promotion of the diversity of social and ethnic
backgrounds, knowledge, experience and skills), taking into account
their ability to meet the required time commitments;
• Oversee the development of succession pipelines for both the Board
and executive management positions to ensure talent is identified and
nurtured to meet the challenges and opportunities facing the Group; and
• Satisfy itself that any skill gaps are addressed in the reviews of Board
composition and that appropriate development opportunities are in place
for Directors to keep abreast of market knowledge and industry trends to
perform their role effectively.
The current members of the Nominations Committee are:
• Lincoln Pan (Chairman)
• Ming Mei
• Raymond Co
Investment Committee
Key Responsibilities:
• Review and approve transactions or
arrangements proposed to be entered into
or undertaken by members of the Group
(or funds under the Group's management)
in accordance with the limits of authority,
including investments and disposals, capital
expenditure, lease commitments, material
changes to associate and joint venture
relationships; and
• Evaluate and recommend to the Board
protocols for new markets and funding
models that the Group is seeking to establish,
including the decision to enter into a new
gateway city or any third-party capital such
as new REITs or private fund vehicles.
The current members of the Investment
Committee are:
• John Witt (Chairman)
• Lincoln Pan
• Ming Mei
• Alan Miyasaki
Remuneration Committee
Key Responsibilities:
• Oversee the formulation of a Group-wide reward strategy
and ensure the business implements the reward strategy in
alignment with its industry-specific needs;
• Review and approve the Company’s overall rewards strategy
and remuneration framework;
• Review the terms of and design of performance-related
incentives (both short- and long-term), including the review and
approval of any changes to plan design, targets and metrics;
• Review and approve the overall compensation costs, including
salary and bonus budgets, of the business; and
• Remain abreast of trends and developments in executive
management’s compensation and corporate governance as
they relate to the Group’s industry and countries of operation.
The current members of the Remuneration Committee are:
• Lincoln Pan (Chairman)
• Ming Mei
• Raymond Co
Audit Committee
Key Responsibilities:
• Independent oversight and assessment of financial
reporting processes, including related internal controls;
• Independent oversight of risk management
and compliance;
• Independent oversight and responsibility
for cybersecurity;
• Monitoring and reviewing the effectiveness of the
internal audit function and the Group’s external auditor;
• Considering the independence and objectivity of the
external auditor; and
• Reviewing and approving the level and nature of
non-audit work performed by the external auditor.
The current members of the Audit Committee are:
• Lincoln K.K. Leong (Chairman)
• Graham Baker
• Alan Miyasaki
Hongkong Land46
Nominations Committee
The Board established the Nominations Committee in March 2021.
The Nominations Committee consists of a minimum of three members,
selected by the Chairman of the Board. The Chairman of the Board
may appoint another member of the Committee as the Chair of the
Nominations Committee. The current members of the Nominations
Committee are Lincoln Pan, Ming Mei and Raymond Co (the chief
people & culture officer of the Jardine Matheson group). The
Nominations Committee meets at least annually, or by the circulation
of Committee circulars and recommendations to the Board for
approval as it deems appropriate. It plays a key role in the process
of recruiting Board members and executive management. Candidates
for appointment as Executive Directors of the Company or other
executive management positions may be sourced internally or
externally, including by using the services of specialist executive
search or recruitment firms. The aim is to appoint individuals who
combine international business knowledge and experience, industry
knowledge and experience, if possible, and familiarity with, or
adaptability to, Asian markets. When appointing Non-Executive
Directors, the Nominations Committee pays particular attention to
the Asian business experience and relationships that they can bring.
Nominations Committee Report
Chair’s Introduction
I am pleased to introduce the Nominations Committee’s
Report for the year ended 31 December 2025. This Report
outlines the Committee’s activities during the year, focusing
on Board composition, leadership succession planning, and
organisational structure.
The Committee’s primary responsibility is to ensure that the
Board and the leadership team have the appropriate balance
of skills, experience, and diversity to effectively lead the Group
and deliver its strategy.
A key focus in 2025 has been overseeing the significant
organisational redesign to establish a more effective functional
reporting structure. This included aligning the top leadership team
with our new business strategy, which involved expanding the
team from seven to nine members and creating two new senior
roles. I am pleased to welcome our new leaders: Michelle Ling
as Chief Investment Officer, and Stuart Grant as Chief Executive,
Westbund Central. We also welcomed Lincoln Pan and Alan
Miyasaki to the Board in November.
A significant portion of the Committee’s work this year has been
dedicated to robust and detailed succession planning for our key
leadership roles. We have identified a strong pipeline of 22 internal
successors for our senior leadership positions. We are actively
managing succession pathways for the Chief Executive and other
key executives, including extending the tenure of certain leaders
to ensure stability through critical project phases, while also
recruiting and developing both internal and external talent for
the future.
The Committee continues to review the composition and
effectiveness of the Board to ensure it remains aligned with the
Group’s evolving needs. Following a successful Board development
session in May, we have agreed to hold these annually to support
continuous improvement. This work is supported by our focus on
embedding the Group’s new values and fostering a collaborative,
high-performing culture across the organisation.
Details of the Nominations Committee’s key responsibilities are set
out in the sections above. The full terms of reference are available
on the Company’s website at www.hkland.com.
John Witt
Chair of the Nominations Committee
(until 5 March 2026)
Annual Report 2025 47
Corporate Governance
Remuneration Committee Report
Chair’s Introduction
I am pleased to introduce the Remuneration Committee’s Report
for the year ended 31 December 2025. This Report sets out how
our new remuneration framework operated in 2025, our plans
for remuneration in 2026, and the Group’s overall approach
to incentives.
The primary objective of the Group’s remuneration approach
is to align remuneration with performance and to create a
high-performance culture for the Group.
During 2025, the Remuneration Committee’s focus has been on
the successful implementation and embedding of the Group’s
new remuneration framework, which was comprehensively
redesigned in the prior year.
To reinforce a performance-driven culture, we have embedded our
reshaped performance management system, which utilises a forced
curve distribution to better differentiate performance and to reward
our top performers. The Group’s salary management continues to
be informed by market remuneration data, and the 2025 salary
increases were based on merit, performance and benchmarking,
moving away from automatic inflation-based adjustments.
We recognise the importance of incentives and rewards in aligning
employees with the creation of value for the Group and the delivery
of strong total shareholder returns. Our redesigned short-term and
long-term rewards framework was launched this year to align with
the Group’s compensation philosophy and its revised strategy.
Our new short-term incentive plan (STIP) was implemented
in 2025 to drive day-to-day strategy execution. Bonus payouts
are now based on a target-based plan, with a clear formula
combining Group-level financial performance and individual
performance against a balanced scorecard of objectives, each
with a 50% weighting. Overall performance against the 2025
scorecard was strong, projected to be at the stretch level,
reflecting excellent progress against our key strategic and
financial objectives.
For long-term reward, 2025 saw the launch of our new Value
Creation Plan (the VCP) to incentivise a focus on long-term value
creation and returns for the business. The first grant under the VCP
was made in 2025, with a five-year performance period. Payouts
are subject to the satisfaction of challenging performance measures,
comprising Absolute Total Shareholder Return (42.5%), Relative
Total Shareholder Return (42.5%) and a sustainability target linked
to GHG emissions reduction (15%). Vesting will occur in three
tranches from 2028. We also continue to have an Executive
Management’s Shareholding Policy, requiring the Executive
Management to accumulate and hold shares in the Company
to align their interests with those of shareholders.
Details of the Remuneration Committee’s key responsibilities
and the Group’s remuneration approach are set out in the above
sections. The full terms of reference are available on the Company’s
website atwww.hkland.com.
John Witt
Chair of the Remuneration Committee
(until 5 March 2026)
Hongkong Land48
Remuneration Committee Report continued
Remuneration Committee
The Board has overall responsibility for setting remuneration across
the Group, ensuring it is appropriate and supports the Group’s strategy,
creating value for stakeholders. The Remuneration Committee has
been established to assist the Board in these remuneration matters.
The Board established the Remuneration Committee in March 2022.
The role of the Remuneration Committee is governed by its terms
of reference.
The Remuneration Committee consists of a minimum of three
members, selected by the Chairman of the Board. The Chairman
of the Board may appoint another member of the Committee as the
Chair of the Remuneration Committee. The current members of the
Remuneration Committee are Lincoln Pan, Ming Mei and Raymond Co
(the chief people & culture officer of the Jardine Matheson group). The
Chief Executive and the Chief People & Culture Officer will generally
attend meetings of the Remuneration Committee. The Remuneration
Committee shall meet at least twice a year and as required, or by
circulation of Committee circulars which make recommendations to
the Board for approval as it deems appropriate.
Remuneration Philosophy & Framework
At Hongkong Land, our people strategy and remuneration approach
are designed to create long-term value for shareholders by attracting,
motivating, and retaining the talent needed to deliver our business
objectives across Asian markets.
Our remuneration principles are:
Market-competitive: Total Cash Compensation is benchmarked against
relevant property industry peers.
Performance-driven: Rewards reflect contribution, accountability, and
achievement through an appropriate balance of fixed, variable, and
long-term incentives.
Fair and equitable: Pay decisions are free from gender, race, ethnicity,
and other non-performance-related factors, consistent with the
Company’s commitment to pay equity.
Aligned with shareholder value: Outcomes are tied to business
performance, including financial results, operational execution, and
strategic priorities.
This philosophy supports the Company’s operational and financial
goals while reinforcing a culture of excellence, prudent risk
management, and long-term value creation. Our remuneration system
is structured to be sustainable, competitive, and closely aligned with
both our values and pay-for-performance culture.
Market
Competitiveness
Competitive
positioning based
on relevant market
benchmarks roles.
Simplicity
Key Performance
Indicators (KPIs)
are cascaded from
senior executives
supported with clear
payout mechanism,
easy to understand
and communicate.
Pay for
Performance
Variable pay outcomes
reflect business
financial and individual
non-financial results
delivered.
Shareholder
Alignment
Incentive for senior
executives linked
to long-term
value creation.
Operational
Excellence
Recognition for
consistent execution
across the portfolio.
Annual Report 2025 49
Corporate Governance
Remuneration Committee Report continued
Remuneration Framework for Senior Management
In 2025, the Remuneration Committee approved the revision of both Short-Term Incentives (STI) and Long-Term Incentives (LTI) in risk
remuneration to support Hongkong Land’s new strategy, keep market competitiveness, and strengthen alignment with shareholder interests.
Enhancements to the design of the executive remuneration plan are effective from 2025. This review was supported by the Remuneration
Committee’s independent external advisor, Willis Towers Watson.
The table below sets out the remuneration framework for 2025:
Fixed Remuneration At Risk Remuneration
Base Pay, Allowance
and Other Benefits
STI LTI
Performance Stock Units (PSU)
Objectives To attract and retain highly capable
executive talents
To reward high-performing executives
for achievement of business financial
KPIs and individual non-financial KPIs
To focus the top executive team on
execution of strategy and delivering
Total Shareholder Return (TSR) and
Sustainability Target
Eligibility All employees All employees Company Directors and selected
Senior executives
Delivery Method Cash and non-monetary benefits Cash Stock Units
Approaches Fixed remuneration is benchmarked
against relevant comparator
companies to assess market
competitiveness
STI is linked to a balanced scorecard
of financial and non-financial
objectives for the delivery of
the Company’s strategy
Grant of equity in 2025 to reward
for delivering on the Company’s
strategy, aligned with long-term
shareholders returns
Link to Performance Reward for day-to-day job duties
and scope of responsibility
A mix of financial (50% weight) and
non-financial (50% weight)
KPIs for the relevant year
• Financial KPIs are 25% Underlying
Profits/Profit before Interest
and Taxes (PBIT) and 25%
Capital Recycling
• Non-financial KPIs in the areas
of Strategic, Brand Reputation,
Operational Improvement, etc.
Performance rating on non-financial
KPIs result considered the Value
calibrated across the organisation
for proper differentiation.
A mix of financial (85% weight) and
non-financial (15% weight)
KPIs for the first five years of Strategy
execution
• Financial KPIs are 42.5% Absolute
TSR against Cost of Equity (COE) and
42.5% Relative TSR compared to 20
peer companies across Asia markets
• Non-financial KPI (15%) is the Scope
1 & 2 Green House Gas emissions
reduction from 2019
Performance will be evaluated from
0% (below Threshold), 50% (Threshold),
100% (Target) up to 200% (Maximum).
Performance Period N/A 1 year 5 years
Vesting N/A Annual STI is paid after the end of the
performance period
For Executive Management covered
under Executive Management’s
Shareholding Policy and not fulfilled the
minimum shareholding, proportion of
the STI will be used to purchase stock
units which required to hold for three
years as Restricted Stock Units (RSU).
Graded vesting (1/3 each year) after
three years
Hongkong Land50
Remuneration Committee Report continued
Share Schemes
The Company operates long-term share-based incentive programmes
designed to align senior leadership with the interests of shareholders
and to support the delivery of sustainable value creation.
The previous notional share option plan has been closed to new grants
in 2024, with outstanding awards continuing under their original terms.
In 2025, the Company introduced a new Long-Term Incentive Plan
(LTIP). Under this plan, selected senior executives receive
performance-based share awards that vest over multiple years.
The LTIP links a meaningful portion of executive reward to the
Company’s long-term performance, using measures such as TSR
and progress on key sustainability objectives. Performance may
lead to vesting outcomes ranging from 0% to a maximum of 200%
depending on results achieved. This ensures leaders are incentivised
to drive the Group’s strategic priorities and create enduring value
for shareholders.
The LTIP supports the Group’s aim of cultivating an ownership
mindset and incentivising executives to deliver long-term operational
excellence, capital discipline, and shareholder value. The Remuneration
Committee oversees all aspects of the scheme, including eligibility,
grant sizing, performance assessment, and the overall framework
design. Awards are subject to the rules of the plan, including dividend
treatment and clawback provisions where appropriate.
Executive Management’s Shareholding Policy
The Company believes that it is essential to align the interests of
shareholders and Executive Management. This means creating an
environment where the Executive Management are incentivised to
create long-term shareholder value. The Company has sought to do
this in part by requiring all Executive Management to accumulate and
hold shares in the Company for the long-term.
In this regard, the Company has adopted an Executive Management’s
Shareholding Policy (the Shareholding Policy). The Shareholding
Policy requires that each of the Executive Management to build a
meaningful and increasing shareholding in the Company over time
by setting a minimum shareholding requirement. The required
shareholding amount will vary by role impact on the Company’s
profit and loss, ranging from one to four times of annual base
salary. Executive Management members are permitted five years
from the commencement of the Shareholding Policy to accumulate
the required level of shareholding.
Remuneration Outcomes in 2025
For the year ended 31 December 2025, the Directors received from the
Group US$9.0 million (2024: US$7.8 million) in Directors’ fees and
employee benefits, being:
2025 2024
US$m US$m
Directors’ fees 0.8 0.9
Short-term employee benefits including
salary, bonuses, accommodation,
deemed benefits in kind and
shares-based incentives 8.1 6.7
Post-employment benefits 0.1 0.2
The information set out in the section above headed ‘Remuneration
Outcomes in 2025’ forms part of the audited financial statements.
Annual Report 2025 51
Corporate Governance
PSU
STI
Fixed Pay
PSU
STI
Fixed Pay
Minimum Minimum
CE Payout Opportunity CFO Payout Opportunity
As % of Base Salary Minimum Target Maximum
STI 0% 200% 400%
PSU 0% 154% 478%
As % of Base Salary Minimum Target Maximum
STI 0% 150% 300%
PSU 0% 52% 162%
Target TargetMaximum Maximum
100%
42%
43%
15%
27%
49%
24%
100%
28%
41%
31%
47%
39%
14%
Remuneration Committee Report continued
The structure of remuneration for Senior Management is illustrated below:
Significant Portion of Total Target Compensation linked to at risk remuneration – STI and PSU and driving high pay-for-performance
* The PSU maximum value was simulated using Hongkong Land's weighted average share price for 2025.
Directors’ Share Interests
The Directors of the Company in office on 5 March 2026 had interests* as set out below in the ordinary share capital of the Company. These
interests include those notified to the Company regarding the Directors’ closely associated persons*.
Michael T. Smith 446,900
Craig Beattie 187,300
Lily Jencks 79,300
Lincoln K.K. Leong 456,818
Ming Mei 5,800,000
* Within the meaning of MAR
Michael T. Smith received a conditional award of 1,784,500 ordinary shares in the Company during 2024, as an incentive to join the Group. These
shares will vest in equal installments over five years between 2025 and 2029, subject to continued employment on the date each vesting period
ends. As at 5 March 2026, Michael T. Smith had 1,427,600 ordinary shares in the Company to be vested through 2026 to 2029 under the conditional
award. Craig Beattie received a conditional award of 117,700 ordinary shares in the Company during 2025, subject to continued employment and
will be vested in 2027.
Hongkong Land52
Remuneration Committee Report continued
Directors’ Share Interests continued
In addition, Michael T. Smith received a conditional award of 1,080,000 ordinary shares and Craig Beattie received a conditional award of 240,000
ordinary shares in the Company during 2025 under the Company’s LTIP. These shares will be vested in equal installments in three tranches between
2028 and 2030 subject to performance conditions on the date each vesting period ends.
The Non-Executive Directors are reimbursed for expenses properly incurred in performing their duties as a Director of the Company. The schedule
of fees paid to Directors in respect of the financial year 2025 is set out in the table below. Fees are annual fees, unless otherwise stated:
US$ (per annum)
Chairman fee: 110,000
Base Director fee: 100,000
Audit Committee fee (Chair): 45,000
Audit Committee fee (member): 35,000
Remuneration Committee fee (Chair): 25,000
Remuneration Committee fee (member): 20,000
Nominations Committee fee: 15,000
Investment Committee fee (Chair): 45,000
Investment Committee fee (member): 35,000
Director
Director Fee
US$
Audit
Committee
Fee
US$
Nominations
Committee
Fee
US$
Remuneration
Committee
Fee
US$
Investment
Committee
Fee
US$
Total Fees
US$
Current Directors
1 John Witt (Chairman)
110,000 – 15,000 25,000 45,000 195,000*
2 Michael T. Smith
– – – – – –
3 Craig Beattie
– – – – – –
4 Lincoln Pan
1
16,712 – – – 5,849 22,561*
5 Lily Jencks
100,000 – – – – 100,000
6 Adam Keswick
100,000 – – – – 100,000*
7 Lincoln K.K. Leong
100,000 45,000 – – – 145,000
8 Ming Mei
100,000 – 15,000 20,000 35,000 170,000
9 Alan Miyasaki
2
16,712 5,849 – – 5,849 28,410
Former Directors
10 Stuart Grant
3
33,425 11,699 – – 11,699 56,823
Total 576,849 62,548 30,000 45,000 103,397 817,794
* Fees surrendered to Jardine Matheson
1 Lincoln Pan was appointed to the Board of the Company and as a member of the Investment Committee with effect from 1 November 2025.
2 Alan Miyasaki was appointed to the Board of the Company and a member of the Audit and Investment Committees with effect from 1 November 2025.
3 Stuart Grant stepped down from the Board of the Company and the Audit and Investment Committees with effect from 2 May 2025.
Annual Report 2025 53
Corporate Governance
Investment Committee Report
Chair’s Introduction
I am pleased to present the Investment Committee’s report for
the year ended 31 December 2025.
Throughout the year, the Committee met monthly to oversee
the Group’s investment activities, capital recycling initiatives and
potential transaction pipeline. These regular meetings are an
integral part of Hongkong Land’s governance framework, enabling
the Committee to monitor capital deployment, review capital
recycling initiatives, and assess the viability and timing of
opportunities within the Group’s potential transaction pipeline.
This cadence ensures that investment decisions are considered
in a timely, consistent and well-informed manner.
During the year, the Committee reviewed a broad range of
investment proposals and strategic initiatives, including the
completion of the disposal of part of One Exchange Square
and MCL Land, both of which contributed meaningfully to the
Hongkong Land’s capital recycling objectives and strengthened
the Group’s financial flexibility. The Committee also monitored the
execution and extension of the Group’s share buyback programme.
In its deliberations, the Committee ensured that investment
proposals were supported by robust financial analysis, rigorous
risk assessment and appropriate due diligence. The Committee
is satisfied with the progress achieved over the year and with
the manner in which management advanced initiatives in
accordance with Hongkong Land’s governance expectations.
Looking ahead, the Committee will continue to provide active
oversight and guidance to support the delivery of Hongkong Land’s
long-term strategic and financial objectives, ensuring that
investment decisions remain responsible, value-accretive
and aligned with the Hongkong Land’s commitment to
strong governance.
Details of the Investment Committee’s key responsibilities are
set out in the sections above.
John Witt
Chair of the Investment Committee
Investment Committee
The Board established the Investment Committee in October 2024.
The Investment Committee consists of four members, selected by the
Chairman of the Board. The Chairman of the Board is the chair of the
Investment Committee. The current members of the Investment
Committee are John Witt, Lincoln Pan, Ming Mei and Alan Miyasaki.
The Investment Committee meets monthly, or by the circulation of
Committee circulars, and makes recommendations to the Board for
approval for matters outside of its delegated authority.
Hongkong Land54
Audit Committee Report
Chair’s Introduction
I am pleased to present the Audit Committee’s report for the year
ended 31 December 2025. As part of Hongkong Land’s evolving
governance framework, the Audit Committee convened three
times in 2025, with an additional meeting held in November.
This extra session was dedicated to providing early insights
into potential issues that could affect the full-year results.
This year, the Audit Committee has focused heavily on the
challenging property market conditions on the Chinese mainland.
We have closely monitored valuations for various property
categories, including investment, own-use, and build-to-sell
properties. In light of these conditions, the Committee reviewed
total pre-tax provisions recognised in 2024 financial statements,
with the most significant challenges identified in projects in Wuhan
and Nanjing.
We have examined key accounting issues and management
judgements to ensure the continued accuracy and integrity of the
Company’s financial reporting. A notable example includes the
reclassification of certain owner-occupied properties in Hong Kong
to fixed assets. More details are included in Note 33 to the financial
statements on pages 118 to 119.
The Audit Committee has also overseen the Company’s non-
financial reporting framework, ensuring it evolves in line with
environmental, social, and governance responsibilities. We noted
the significant progress made towards the 2030 carbon reduction
targets and the need to accelerate renewable energy procurement.
We receive regular updates from management on the broader
control environment, and we review the progress of addressing
any identified deficiencies with insights from the Jardine
Matheson’s audit and risk management function (the ARM) and our
external auditor, PwC. ARM’s 2024 audit plan,which was reported
to the Committee in 2025, concluded that the Group’s overall
control environment remained ‘Effective’, and we reviewed the
findings from their work, including outcomes from whistleblowing
cases.
The Audit Committee reviewed and monitored the Company’s
principal risks through a combination of business reviews, focused
engagements, and regular updates from management, ARM, and
PwC. As the Group announced a new business strategy in October
2024, which focuses on ultra-premium integrated commercial
properties in Asia gateway cities as well as managing capital for
third parties, the Group’s Enterprise Risk Management framework
is being updated. To support this, the Company has engaged
Deloitte to assist in updating its risk register and improving the
framework to align with its new strategic goals. Key risks that
could impact the Group’s achievement of its goals have been
identified, together with the associated risk response. Read more
on pages 60 to 65.
The Audit Committee’s role is to oversee the effectiveness of the
Company’s financial reporting, including ESG and climate-related
financial disclosures, internal control systems, and risk management
processes. We also ensure the integrity of the Company’s external
and internal audit procedures.
Details of the Audit Committee’s key responsibilities are set out in
the sections above. The full terms of reference are available on the
Company’s website at www.hkland.com.
Lincoln K.K. Leong
Chair of the Audit Committee
Annual Report 2025 55
Corporate Governance
Audit Committee Report continued
Audit Committee
The Board established the Audit Committee in March 2022. The Audit
Committee consists of a minimum of three members and its current
members are Lincoln K.K. Leong (chair of the Audit Committee and
INED), Graham Baker (Financial Expert) and Alan Miyasaki (INED).
None of the members is directly involved in operational management
of the Company as at 5 March 2026. All members of the Audit
Committee are independent members with recent financial experience
and expertise. All Audit Committee members have a deep
understanding of risk management.
The Chief Executive and Chief Financial Officer, together with
representatives of the internal and external auditors, also attend
the Audit Committee meetings by invitation. Other individuals may
attend part of a meeting for specific agenda items as appropriate.
The Committee meets on a scheduled basis three times a year and
reports to the Board after each meeting.
The role of the Audit Committee is governed by its terms of reference.
Before completion and announcement of the Company’s half-year and
full-year results, a review is undertaken by the Committee, with the
executive management, of the Company’s financial information and
any issues raised in connection with the preparation of the results,
including the adoption of new accounting policies. A report is also
received by the Committee from the external auditor. The external
auditor also has access, when necessary, to the full Board and other
executive managements. The Committee confirms, to the best of
its knowledge, the consolidated financial statements prepared in
accordance with IFRS, including International Accounting Standards
and Interpretations as issued by the International Accounting
Standards Board, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Group.
The matters considered by the Audit Committee during 2025 included:
• Reviewing the 2024 annual financial statements, 2025 half-year
financial statements and interim management statements,
with particular focus on the assets impairment assessments,
net realisable assessments for properties for sale, assumptions
that underpinned key valuation models and effectiveness of
financial controls;
• Reviewing the significant actions and judgements of management
in relation to changes in accounting policies and practices to
ensure clarity and accuracy of disclosures and compliance with
new accounting standards;
• Receiving reports from internal audit function on the status of the
control and compliance environment of the Group, with particular
focus on the mechanisms supporting financial reporting, and
its business divisions, and progress made in resolving matters
identified in the reports;
• Reviewing the principal risks, evolving trends and emerging risks
that affect the Group, and monitoring changes to the risk profile,
as well as the effectiveness of risk management measures and
crisis management arrangements;
• Receiving updates on the cybersecurity threat landscape and the
Group’s cybersecurity environment, risk management approach,
training, priorities and control effectiveness;
• Receiving reports from risk management and legal functions on key
legal matters and compliance and code of conduct issues, and the
actions taken in addressing those issues and strengthening controls;
• Reviewing the annual internal audit plan and status updates;
• Reviewing the Group’s governance approach to cybersecurity
management, data security and privacy management across
its businesses;
• Reviewing the independence, audit scope and fees of PwC, and
recommending their re-appointment as the external auditor at AGM;
• Reviewing the Non-Assurance Services Concurrence Policy and
recommending amendments; and
• Conducting a review of the terms of reference of the
Audit Committee.
Audit Committees Attendance
The table below shows the attendance at the scheduled 2025
Audit Committee meetings:
Members of the Audit Committee
Meeting eligible
to attend % Attendance
Current members
Lincoln K.K. Leong (Chair) 3/3 100%
Alan Miyasaki
1
0/1 0%
Graham Baker 3/3 100%
Former member
Stuart Grant
2
1/1 100%
1 Alan Miyasaki joined the Audit Committee on 1 November 2025. In 2025,
one Audit Committee was held after 1 November 2025.
2 Stuart Grant stepped down as a member on 2 May 2025.
Hongkong Land56
Audit Committee Report continued
Auditor Independence and Effectiveness
The independence and objectivity of the Group’s external auditor are
safeguarded by control measures including:
• Reviewing the nature of non-audit services (including the
amendment of the non-audit services policy);
• The external auditor’s own internal processes to approve requests
for non-audit work to the external audit work;
• Monitoring changes in legislation related to auditor independence
and objectivity;
• The rotation of the lead audit partner after seven years;
• Independent reporting lines from the external auditor to the Audit
Committee and providing an opportunity for the external auditor to
have in-camera sessions with the Audit Committee;
• Restrictions on the employment by the group of certain employees
of the external auditor;
• Providing a confidential helpline that employees can use to report
any concerns; and
• An annual review by the Audit Committee of the policy to ensure
the objectivity and independence of the external auditor.
The Board’s annual review in 2025 of the external auditor’s
independence and effectiveness found that they performed their
duties effectively. The Board found the level of professional scepticism,
the number and regularity of meetings with the Audit Committee,
feedback from the Audit Committee members and internal
stakeholders and the levels of technical skills and experience
to be effective.
At each AGM of the Company, the Company is required to appoint
an external auditor to hold office until the conclusion of the next
AGM. The Company’s shareholders approved the appointment of
PwC Hong Kong as the Company’s external auditor at the 2025 AGM
on 2 May 2025.
Risk Management and Internal Control
The Board has overall responsibility for the Group’s systems of
risk management and internal control. It is supported by the Audit
Committee which is responsible for providing oversight of the Group’s
risk management activities.
The Audit Committee considers the Group’s principal risks and
uncertainties, as well as emerging risks that it may face. It also ensures
that executive management maintains robust risk management
systems to safeguard the interests of the Group and its stakeholders.
In addition, it reviews the effectiveness of the design and operation
of the Group’s systems of internal control (financial, operational and
compliance) and the practices that it adopts to mitigate the Group’s
risks. The Audit Committee reports to the Board three times a year.
ARM assists the Audit Committee with fulfilling its assurance
and reporting roles. ARM adheres to international professional practice
standards for internal auditing. To safeguard its independence of
Management and objectivity, ARM reports functionally to the
Audit Committee and has full and unrestricted access to all Group
business functions, records, locations and personnel. It also monitors
the approach taken by management to risk and reports its findings
and recommendations for any corrective action required to the
Audit Committee.
The Group’s internal control systems are designed to manage, rather
than eliminate, business risks, to help safeguard its assets against
fraud and other irregularities and to give reasonable, but not absolute,
assurance regarding material financial misstatement or loss.
Executive management is responsible for implementing the systems
of internal control throughout the Group.
The Group has an established risk management process that covers
all business units within the Group. This process includes the
maintenance of risk registers that detail the Group’s existing and
emerging risks to the achievement of their strategies as well as
relevant key controls and mitigating actions to address them. The
Group’s risk management process and risk registers are reviewed
regularly by executive management.
The Group operates a ‘three lines of defence’ risk governance
framework which defines clear responsibilities and the structure
for ensuring accountability for and transparency regarding its risk
management practices. This framework combines a top-down strategic
view of risk with a bottom-up operational perspective. The Board,
through the top-down approach, has oversight of the risk management
process and focuses on determining the nature and extent of
significant risks that it is willing to take in achieving the strategic
objectives of the Group.
Annual Report 2025 57
Corporate Governance
Audit Committee Report continued
Integrated Risk Management Approach
A top-down, bottom-up approach Embedding three lines of defence
Strategic Risk Management Operational Risk Management
Board/Audit Committee
Third line of defence
• Review external environment
• Robust assessment of principal risks
• Set risk parameters
• Assess effectiveness of risk
management process and internal
control systems
Internal audit serves as an objective
assurance function, independently
evaluating the effectiveness of
the Group’s risk management and
internal control processes
Executive Management/Risk Management Council
Second line of defence
• Identify principal and emerging risks
• Direct delivery of strategic actions in
line with risk parameters
• Monitor key risks
• Consider completeness of
identified risks and adequacy of
mitigating actions
• Consider aggregation of risk exposures
across the business
• Report on principal and emerging risks
The risk management team aids the Risk
Management Council in coordinating risk
management efforts, ensuring integration
of risk management practices throughout
the Group’s operations. It oversees and
challenges the Group’s risk identification,
assessment, management and monitoring
Business Units
First line of defence
• Execute strategic actions
• Report on key risks
• Report on current and emerging risks
• Identify, evaluate and mitigate
operational risks
Business units take ownership of
managing operational risks directly,
implementing necessary mitigations
and internal controls
potential risks are identified at an early stage and escalated
appropriately. Ownership of operational risks resides within each
business unit, with risks being managed at source and appropriate
mitigations (including internal controls) being put in place. The
business units report on risks, which are maintained in a detailed
risk register, to the Risk Management Council.
Through this approach, the Group’s ‘three lines of defence’ model for
risk management comprises operational management forming the first
line, the Risk Management Council and the risk management team
forming the second line and internal audit forming the third line.
The Company’s principal risks and uncertainties are set out on
pages 60 to 65.
Executive management and the Risk Management Council (comprising
senior executives from all key business functions, chaired by the Chief
Executive Officer) are accountable for the effective management and
reporting of principal risks across the business. They also ensure the
effectiveness of the Group’s internal control environment. The risk
management team supports the Risk Management Council in
coordinating the Group’s risk management activities and embedding
risk management and monitoring internal controls across the Group’s
operations. Significant and emerging risks are reported to the Audit
Committee at each meeting.
At the operational level, the day-to-day management of risks is
embedded within the business units and is integral to the way the
Group conducts business. This bottom-up approach ensures that
Hongkong Land58
Audit Committee Report continued
Risk Management Framework
Risk management is integrated into the Group’s and each business unit’s strategic planning, budgeting, decision-making and operations. Central to
this is the continuous and systematic application of a risk management process, as shown below:
Risk
Identification
Risk Reporting
and Monitoring
Risk
Assessment
Risk
Treatment
A Risk Management Framework, based on ISO 31000 and COSO
Enterprise Risk Management Framework, has been established
and embedded into the Group’s business activities to enable it to
identify and assess key risks and define the strategies to be adopted
in treating, monitoring and reporting on such risks. The risk register
summarises the principal risks and uncertainties facing the Group as
a whole.
The key elements of the Risk Management framework are as follows:
Risk Identification • Identifying and documenting the Group’s exposure to risks relating to the achievement of its strategic objectives,
categorised with reference to a risk taxonomy
• Adopting structured and methodical techniques for identifying critical risks
Risk Assessment • Evaluating risks by estimating the likelihood of their arising, their potential financial and reputational impact, and
the speed at which they may materialise, at both the inherent and residual levels
• Determining the relative significance of each risk using a risk heatmap, with five levels of risk
Risk Treatment • Tolerate – accepting the risk if it is within the Group’s risk appetite
• Terminate – disposing of or avoiding the risk if there is no appetite to accept it
• Risks may be accepted if mitigated to an appropriate level via:
• Transfer – insuring against the risk or sharing it through contractual arrangements with business partners
• Treat – redesigning controls or establishing new controls to address the risk, and monitoring the performance of
these controls
Risk Reporting and
Monitoring
• Periodically reviewing principal risks and uncertainties
• Monitoring the adequacy and effectiveness of risk management activity and internal controls through regular review
• Regular reporting of principal risks and uncertainties by the business units to the Board via the Audit Committee
and ARM
Annual Report 2025 59
Corporate Governance
Audit Committee Report continued
Principal Risks and Uncertainties
The following are the principal risks and uncertainties facing the
Company as required to be disclosed pursuant to the DTRs issued
by the FCA and are in addition to the matters referred to in the
Chairman’s Statement, Chief Executive’s Review and other parts
of this Annual Report.
The principal risks and uncertainties that the Company faces together
with their mitigation measures are set out below. They have taken into
account the Company’s revised strategy and operating model which
was announced in October 2024.
Risk Relating to Execution of Strategy
The Group’s new strategy is to focus on ultra-premium integrated
investment properties in Asia gateway cities. The implementation
of this strategy involves exiting from its build-to-sell businesses,
leveraging third-party capital and recycling capital from selected assets
to finance growth and improve return on equity. The successful
execution of this strategy relies on business transformation. This
transition will involve changes to the experience and skills that the
Group requires for its management which may result in temporary
disruption to operating standards if the transition is not well handled.
To support its strategy of recycling capital from existing assets to
new investments in ultra-premium projects, the Group also needs
to modify its investment management lifecycle. This revised
approach includes identifying the optimal timing for asset disposals
and acquisitions, which will be influenced by assumptions on
asset performance and wider market conditions. This will include
assumptions on future rents, occupancy and valuation metrics
which may turn out to be too optimistic or pessimistic. To accelerate
divestment from selective existing investments to finance growth the
Group may need to reduce its price expectations below the asset’s
carrying value resulting in an accounting loss upon sale. The Group
may face challenges sourcing attractive new investment opportunities
at or above its equity return expectations, resulting in a delay in
business expansion and reduce return on equity performance.
The Group’s new strategy also seeks to bring in third-party capital to
support growth. The pace of developing effective relationships with
providers of third-party capital will influence the Group’s access to
such capital and ultimately the pace of its business expansion. The
terms on which third-party capital is drawn under this strategy could
also create financial strain at the asset or fund level if an excessive
amount of leverage is used and market conditions deteriorate. Poor
investment performance may impact the Group’s ability to attract
new third-party capital providers. Large redemption requests from
third-party capital providers may result in assets being sold on the
open market if alternative third-party capital providers cannot be found.
The Group’s strategy involves ambitious 10-year targets, including
an increase in its AUM from US$40 billion to US$100 billion and
recycling of capital of up to US$10 billion by 2035. Pursuit of these
growth ambitions may affect the Group’s investment decision
making process. Any difference in judging the market, responding
to competitive trends and demonstrating agility in certain conditions
as well as inappropriate capital structure and poor financial planning
could also lead to the Group not being able to execute the new
strategy effectively.
Risk Relating to Execution of Strategy continued
Mitigation Measures
• Align transformation initiatives, capital recycling strategies and
capital structure decisions with long-term business objectives.
• Implement structured change management programmes with
clear communication and stakeholder engagement across
the organisation.
• Hold regular investment committee meetings to review capital
recycling progress and assess new investment opportunities.
• Apply active asset management strategies across the entire
portfolio in line with prevailing market standards.
• Develop and execute exit strategies for assets designated
for disposal, in collaboration with internal teams and
external advisors.
• Maintain ongoing engagement with potential buyers and investors
to ensure awareness of market conditions and capital availability.
• Uphold robust investment appraisal processes, supported by
rigorous financial modelling and scenario analysis.
• Strengthen organisational capabilities through targeted training
and upskilling to support new business models.
• Conduct comprehensive market research and detailed cash flow
forecasting to evaluate potential investment opportunities.
• Perform regular strategic reviews of market conditions and
monitor exposure to liquidity risks.
• Work closely with the Chief Financial Officer to maintain a strong
balance sheet, including adequate liquidity buffers, to support
growth while preserving the Group’s investment credit rating.
• Continuously review processes and systems to ensure an
institutional and disciplined approach to operations.
• Carry out regular internal audits to ensure compliance with
financial policies and the effectiveness of internal controls over
financial reporting.
Hongkong Land60
Audit Committee Report continued
Principal Risks and Uncertainties continued
Economic Risk
Uncertainties in global and regional economies and financial markets,
involving volatility in interest and exchange rates, excessive inflation,
deflation or recession, can adversely affect the pricing and demand
for the Group’s properties. Such developments might increase the
Group’s operating and financing costs or reduce its occupancy rates
and revenues, as well as its access to credit. This would affect the
valuations for the Group’s investment properties and profitability.
At the same time, these developments could also impact on the
performance of the Group’s joint venture partners, associates,
bankers, suppliers and other third parties to support it.
In addition, geopolitical instability in jurisdictions in which the Group’s
properties are located could lead to unfavourable market sentiment,
posing a threat to its business activity and affecting strategic
aspirations for growth and returns on investment. For instance,
political tensions, which could result in greater protectionism,
sanctions, nationalisation or expropriation, and violence may bring
impact to the global geopolitical situation outside its own markets
and affect worldwide sentiment.
Mitigation Measures
• Monitor the volatile macroeconomic environment and consider
economic factors in strategic and financial planning.
• Make agile adjustments to existing business plans, where
appropriate, and explore new business streams and markets.
• Review pricing and leasing strategies on a regular basis.
• Conduct stress testing in relation to various economic scenarios,
such as inflation or interest rate changes, to understand their
potential impacts and to prepare measures to address them.
• Perform strategic reviews of the market situation and monitor
exposure to changes in liquidity.
• Manage the Group’s exposure to fluctuations in foreign exchange,
interest rates and counterparty risk.
• Explore alternative financing options (e.g., green bonds, private
placements, etc.) to reduce dependency on institutional investors.
• Maintain a Terrorism and Political Violence policy with adequate
coverage to mitigate the potential financial impact on the Group of
political violence events.
Risks from Changing Market Trends,
Demands and Competition
Customer preferences can shift due to evolving lifestyle trends,
technological advancement and economic developments,
necessitating continuous adaptation by the Group in order to
maintain and enhance its business performance. For instance,
Hong Kong’s position as a leading financial centre and luxury
shopping destination may be eroded over time, leading to reduced
demand for premium integrated properties, whilst over supply and
changes in consumption pattern on the Chinese mainland could
affect demand for high-end property. Other trends that could
impact demand include preferences for decentralised office space,
co-working environments, remote working and digital retailing.
If competitors are able to anticipate, understand and respond to these
developments more effectively than the Group, particularly in new
gateway markets, it may experience difficulty in gaining market share
or lose current market share. This would result in the Group suffering
a decline in financial performance and not achieving its strategic
objectives for rapid growth.
Mitigation Measures
• Undertake continual upgrades and improvements to maintain the
competitiveness of the Group’s portfolio.
• Maintain ongoing engagement with government authorities.
• Regular market visits to key cities to understand latest trends and
identify gaps with our existing portfolio.
• Monitor sales of retail tenants to identify shifts in business trends
early. Conduct regular tenant satisfaction surveys, dialogues with
core tenants and opinion leaders to identify existing gaps and
anticipate evolving needs.
• Maintain a strong customer relationship management system.
• Adopt best practices with respect to sustainability and transition
to net zero, including executing on green building initiatives and
collaborating with our tenants to achieve sustainability goals.
Annual Report 2025 61
Corporate Governance
Audit Committee Report continued
Principal Risks and Uncertainties continued
People and Culture Risk
Ensuring that the Group has the right management talent, equipped
with leadership skills and specialist expertise, is critical in enabling it
to execute its new strategy effectively and to implement the required
changes to its organisational model. Therefore, any significant failure
to attract, retain and develop such talent could undermine this
strategy as well as the Group’s operational and financial performance.
The transition required under the new strategy involves a potential
reallocation and reskilling of resources to new roles, with these
processes involving additional time and costs.
The Group also faces talent shortages in certain areas, including
retail management and sustainability, for which there is high market
demand. If the Group is not able to hire key talent or carry out
reskilling of existing personnel in these specialisms, it may not be
able to execute related initiatives successfully, undermining its
operational performance and growth.
Mitigation Measures
• Active communication with employees to develop their
understanding of the Group’s new strategic direction.
• Enhance the Group’s performance management system to
reinforce its high-performance culture, as well as maintain
appropriate compensation and benefits.
• Conduct proactive manpower and succession planning.
• Enhance the Group’s modern employer branding by implementing
a talent development plan that includes training to up-skill staff to
prepare them for emerging business needs.
• Implement a strategy to promote Inclusion, Equity & Diversity
across the Group.
• Develop an employee retention programme.
Health and Safety Risk
The Group faces health and safety risk in terms of the possible impact
of such issues as accidents, security incidents or hygiene-related
matters on its tenants. In addition, the Group’s business activities
include construction and renovation, hence it faces the risk of
fatalities or serious injuries taking place if working conditions are
unsafe or workers do not adhere to its safety procedures. If the Group
fails to prevent, avoid and detect safety-related issues, even where
its relevant operations are managed by third party service providers,
its brand could be damaged and the trust that its tenants have in the
Group eroded, especially given its focus on the luxury sector. These
issues would ultimately undermine the Group’s financial performance
and shareholder value.
Mitigation Measures
• Ensure that all structural elements, mechanical and electrical
systems and plumbing in the Group’s buildings are regularly
inspected and maintained.
• Provide tenants with clear instructions and guidelines on
emergency procedures and safety protocols.
• Establish a safety leadership culture and framework in all markets.
• Conduct regular safety training for all employees and contractors.
• Conduct proper contractor selection and evaluation, and
incorporate site safety requirements in tenders and contracts.
• Conduct regular safety audits of operating buildings and
construction sites to ensure the Group’s guidelines, requirements
and local regulations for safety are adhered to by both employees,
vendors and contractors.
• Conduct periodic drills and tests of emergency response, business
continuity and crisis response procedures established for health
and safety incident scenarios.
• Ensure insurance coverage, including employee compensation,
public liability and construction all risks, is adequate and effective.
Hongkong Land62
Audit Committee Report continued
Principal Risks and Uncertainties continued
Environmental and Climate Risk
Environmental and climate-related risks are growing in significance,
as shown by the increasing frequency and intensity of potentially
damaging natural events and disasters, such as flooding, increased
extreme heat days and tropical cyclones. These pose growing
physical threats to the Group’s properties and other assets, which
could lead to safety-related issues and disruption to operations and
supply chains in the future. In addition, sea level rises could adversely
impact asset values and business continuity. As a result, the Group
may face higher costs for implementing measures to reduce the
impact of climate-related events, including physical defences and
insurance. Failure on the part of the Group to manage environmental
and climate risks could lead to it incurring even greater costs of
recovery from climate-related events, negatively affecting its financial
performance, reputation and hence ability to achieve its long-term
strategic objectives.
Market pressure, from shareholders, customers, lenders, rating
agencies, etc., for improving sustainability performance is also
increasing. In addition, the Group has committed to certain officially
published targets, including those in relation to decarbonisation. It
therefore faces a growing challenge in driving sustainability initiatives
and delivering on sustainability performance, increasing the risk of
negative media exposure or reputational damage arising if it does
not meet compliance standards or other expectations. Any failure
on the part of the Group to improve the quality of its reporting on
climate and other sustainability-related performance, to meet these
requirements, could also lead to reputational issues for the Group.
Environmental and Climate Risk continued
Mitigation Measures
• Implement measures to achieve the Group’s targets and
commitments to decarbonisation under the Science-Based
Targets initiative.
• Update climate risk assessments and action plans for climate
adaptation based on the recommendations of the Task Force on
Climate-related Financial Disclosures / IFRS S2 Climate-related
Disclosures, including implementing measures to address physical
risks posed by climate change and identifying opportunities in the
global transition to a low-carbon economy.
• Perform ongoing retrofitting of existing assets and deploy
emerging PropTech solutions to drive energy efficiency.
• Increase the procurement of renewable energy, including
expanding capacity for onsite renewable energy generation,
to reduce carbon emissions.
• Continue implementing the Group’s robust and long-standing
green building certification programme to minimise the
environmental impact of existing assets.
• Assess emerging sustainability reporting standards and
requirements, and align the Group’s disclosures with market
best practice.
• Engage and collaborate with industry peers and government
authorities on climate-related issues and share best practices.
• Enhance operations and emergency preparedness to mitigate and
minimise the impact of climate-related risks.
• Maintain a Property Damage and Business Interruption insurance
policy with adequate coverage, to mitigate the potential financial
impact on the Group of catastrophic events.
• Enhance existing Hongkong Land systems and procedures for the
identification, monitoring and tracking of climate risks across the
portfolio to inform management decision-making.
• Conduct external and internal assurance reviews of the Group’s
sustainability reporting and governance.
Annual Report 2025 63
Corporate Governance
Audit Committee Report continued
Principal Risks and Uncertainties continued
Technology and Cybersecurity Risk
The Group is increasingly reliant on technology, exposing it to greater
cybersecurity and privacy-related risk. Cyberattacks are becoming
more frequent and sophisticated globally, posing significant threats
to the Group’s digital infrastructure and information technology
systems. The use of digital platforms also heightens the Group’s
vulnerability to cyber threats. Further, disruptive technologies, such
as Generative AI, introduce another type of cyberattacks, such as
advanced phishing and deepfake attacks. The new technologies may
also influence customer expectations from the Group’s portfolios.
Failure to meet these expectations may result in loss of market share
and competitive edge for the Group.
Cyber risk is further accentuated by the Group’s exposure to breaches
in cybersecurity taking place at its business partners, third parties and
customers, through any Group systems that are connected with those
of such counterparties.
Cyberattacks may also stem from a lack of cybersecurity awareness
on the part of employees, resulting in human error that cybercriminals
can exploit, disrupting critical equipment and facilities used by the
Group in daily operations.
If a cyberattack takes place at the Group or at its partners, third parties
or customers, it may face the costs of having to recover systems, lost
revenue, brand damage or regulatory action and penalties.
Mitigation Measures
• Define a cybersecurity programme and establish a centralised
function to provide oversight and management of cybersecurity
matters and to strengthen cyber defences and security measures.
• Engage external consultants to perform cyber assessments of the
Group’s business functions against industry benchmarks.
• Perform regular vulnerability assessments, penetration testing and
internal audits to identify weaknesses.
• Maintain and regularly test disaster recovery plans and backup for
data restoration.
• Arrange regular security awareness training for all employees and
phishing testing to raise their cybersecurity awareness.
• Maintain sufficient cyber-related insurance to protect the Group’s
financial position from the impacts of cyberattacks.
• Establish a technology strategy & roadmap and regularly review
emerging technologies which align with business objectives to
reduce the risk of operational obsolescence.
• Provide training and upskilling programmes for employees on new
tools and platforms to maintain competitiveness.
• Engage with major technology vendors such as Microsoft to
proactively understand emerging technologies (including AI,
Cloud, Big Data, and Security) reducing the risk of operational
obsolescence and ensuring secure, compliant integration into
business processes.
Legal, Regulatory, Compliance and
Financial Reporting Risk
The Group is continuously subject to new or changing regulations
in the jurisdictions in which it operates, as well as to those with
cross-jurisdictional impact, covering such matters as tax (e.g., stamp
duty), employment, cybersecurity, data privacy, home ownership,
capital remittances, sustainability (e.g., carbon pricing, building
standards, safety, etc.) and reporting requirements. The complexity
created by this regulatory environment leads to a risk that the Group
inadvertently breaches its compliance obligations. As the Group
embarks on its shift towards new gateway cities in Asia, this risk is
increased as it may not initially have sufficient internal understanding
of regulations in each target jurisdiction.
If a robust approach to compliance is not maintained, the Group
may face claims, lawsuits, investigations, fines and sanctions being
imposed by regulatory authorities or negative media exposure,
adversely affecting its operations, reputation and profitability.
The Group also faces the risk that its external financial reporting
does not meet relevant regulatory requirements, possibly leading to
fines or penalties as well as reputational damage or loss of investor
confidence. This risk could increase as these requirements evolve and
become more stringent over time, making it more challenging for the
Group to ensure the integrity and timeliness of its financial reporting.
Mitigation Measures
• Stay up to date on new and draft regulations in all jurisdictions
in which the Group operates and ensure that employees are
informed of regulatory changes.
• Engage external consultants and legal experts to assess the
implications of prospective or new regulations, where necessary.
• Implement a mandatory and robust code of conduct and
zero-tolerance policy for unethical behaviour that applies to
all business functions and employees across the Group.
• Maintain a robust Corporate Governance Framework which
includes a secured and accessible whistleblowing channel for
reporting misconduct.
• Provide regular legal updates to employees to ensure that they are
informed of regulatory changes.
• Maintain an independent internal audit function that reports
directly to the Group’s Audit Committee on risk management,
control environment and significant non-compliance matters.
• Make ongoing developments to financial systems and controls,
to ensure the integrity of financial information.
• Conduct regular internal audits of compliance with financial
policies and internal controls over financial reporting.
Hongkong Land64
Audit Committee Report continued
Principal Risks and Uncertainties continued
Risks from Partnerships and
Other Third-Party Relationships
The effectiveness of the Group’s relationships with joint venture
partners and in strategic alliances with other companies, government
authorities, etc., will affect its performance. These relationships create
opportunities for growth, improving operational efficiency and
promoting innovation. However, they also introduce risks that could
lead to vicarious responsibility for the actions of these parties,
causing reputational damage and undermining shareholder value.
These risks could stem from these parties’ operations or their
non-compliance with regulatory requirements that they face. Also,
disputes with such parties may arise, as a result of differences in
corporate culture, priorities, management approaches and risk
appetite between the Group and such parties. Furthermore, any
over-reliance on certain third-parties may expose the Group to poor
performance outcomes, such as delays in delivery, low service quality
or data security issues.
These reputational and operational challenges could hinder the
Group in achieving its strategic objectives for growth in profitability
and scale.
Mitigation Measures
• Conduct thorough research, due diligence and evaluation of
investment opportunities and potential business partners.
• Develop a clear framework and levels of authority for investment
and partnership decisions.
• Conduct regular multi-layer communication with partners and
establish clear communication channels.
• Build up networks beyond local partners, such as with government
authorities and the media.
• Monitor financial strength/downgrades, litigations and credit rating
of business partners.
• Prepare fallback strategies for joint venture exits or partner
defaults, to minimise financial and reputational damage.
• Develop a clear dispute resolution mechanism with partners.
Annual Report 2025 65
2025
2024
Underlying Non- Underlying Non-
business trading business trading
performance
items
Total
performance
items
Total
Note
US$m
US$m
US$m
US$m
re-presented*
re-presented*
Revenue3
1,048.3
400.0
1,448.3
1,087.2
914.9
2,002.1
Net operating costs4
(427.0)
(642.8)
(1,069.8)
(393.3)
(1,032.9)
(1,426.2)
Change in fair value of investment properties11
–
514.2
514.2
–
(1,887.6)
(1,887.6)
Operating profit/(loss)
621.3
271.4
892.7
693.9
(2,005.6)
(1,311.7)
Net financing charges5
– financing charges
(212.5)
(5.1)
(217.6)
(238.5)
(6.5)
(245.0)
– financing income
41.3
13.3
54.6
44.9
33.9
78.8
(171.2)
8.2
(163.0)
(193.6)
27.4
(166.2)
Share of results of associates and joint ventures6
– before change in fair value of
investment properties
91.6
231.0
322.6
90.4
24.6
115.0
– change in fair value of investment properties
–
386.6
386.6
–
139.2
139.2
91.6
617.6
709.2
90.4
163.8
254.2
Profit/(loss) before tax
541.7
897.2
1,438.9
590.7
(1,814.4)
(1,223.7)
Tax7
(80.8)
(92.3)
(173.1)
(89.4)
(62.7)
(152.1)
Profit/(loss) after tax
460.9
804.9
1,265.8
501.3
(1,877.1)
(1,375.8)
Attributable to:
Shareholders of the Company
458.2
805.2
1,263.4
498.6
(1,883.5)
(1,384.9)
Non-controlling interests
2.7
(0.3)
2.4
2.7
6.4
9.1
460.9
804.9
1,265.8
501.3
(1,877.1)
(1,375.8)
US
¢
US
¢
US
¢
US
¢
Earnings/(loss) per share8
– basic
20.98
57.85
22.60
(62.76)
– diluted
20.92
57.69
22.58
(62.76)
* Further details are set out in Note 1
Consolidated Profit and Loss Account
for the year ended 31 December 2025
Hongkong Land66
Consolidated Statement of
Comprehensive Income
for the year ended 31 December 2025
2025
2024
Note
US$m
Profit/(loss) for the year
1,265.8
(1,375.8)
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss:
Remeasurements of defined benefit plans
0.4
0.3
Tax on items that will not be reclassified7
(0.1)
–
0.3
0.3
Items that may be reclassified subsequently to profit or loss:
Net exchange translation differences
– net gain arising during the year
64.4
75.2
– transfer to profit and loss
(10.4)
3.2
54.0
78.4
Cash flow hedges
– net (loss)/gain arising during the year
(7.9)
12.2
– transfer to profit and loss
6.4
(3.2)
(1.5)
9.0
Tax relating to items that may be reclassified7
1.7
(1.5)
Share of other comprehensive income/(expense) of associates
and joint ventures12
302.7
(246.3)
356.9
(160.4)
Other comprehensive income/(expense) for the year, net of tax
357.2
(160.1)
Total comprehensive income/(expense) for the year
1,623.0
(1,535.9)
Attributable to:
Shareholders of the Company
1,616.6
(1,542.4)
Non-controlling interests
6.4
6.5
1,623.0
(1,535.9)
Annual Report 2025 67
2025
2024
Note
US$m
Net operating assets
Fixed assets10
255.8
203.2
Right-of-use assets10
113.4
104.4
Investment properties11
24,874.2
24,759.9
Associates and joint ventures12
7,954.3
10,046.2
Non-current debtors13
11.8
11.5
Deferred tax assets14
51.2
53.5
Pension assets
1.0
0.9
Non-current assets
33,261.7
35,179.6
Properties for sale15
1,014.5
2,359.7
Current debtors13
354.0
349.0
Current tax assets
38.6
36.4
Bank balances16
2,552.0
1,073.4
Assets classified as held for sale17
2,836.6
54.3
Current assets
6,795.7
3,872.8
Current creditors18
(1,420.1)
(1,642.4)
Current borrowings19
(305.6)
(823.7)
Current tax liabilities
(91.2)
(110.4)
Liabilities classified as held for sale17
(17.9)
–
Current liabilities
(1,834.8)
(2,576.5)
Net current assets
4,960.9
1,296.3
Long-term borrowings19
(5,836.1)
(5,341.6)
Deferred tax liabilities14
(312.3)
(249.9)
Non-current creditors18
(1,241.0)
(915.9)
30,833.2
29,968.5
Total equity
Share capital20
215.9
220.7
Revenue and other reserves
30,582.5
29,719.4
Shareholders’ funds
30,798.4
29,940.1
Non-controlling interests
34.8
28.4
30,833.2
29,968.5
Approved by the Board of Directors
Michael T. Smith
Craig Beattie
Directors
5 March 2026
Consolidated Balance Sheet
at 31 December 2025
Hongkong Land68
Attributable to Attributable
shareholders to non-
Share Capital Revenue Hedging Exchange of the controlling Total
capitalreservesreservesreservesreservesCompanyinterestsequity
Note
US$m
US$m
US$m
US$m
US$m
US$m
2025
At 1 January
220.7
1.4
30,430.6
(57.8)
(654.8)
29,940.1
28.4
29,968.5
Total comprehensive
income
–
–
1,263.7
(14.2)
367.1
1,616.6
6.4
1,623.0
Dividends paid by
the Company
22
–
–
(505.5)
–
–
(505.5)
–
(505.5)
Share-based incentives21
–
7.3
–
–
–
7.3
–
7.3
Shares purchased for
share-based incentives
–
–
(22.1)
–
–
(22.1)
–
(22.1)
Repurchase of shares
(4.8)
–
(277.4)
–
–
(282.2)
–
(282.2)
Sales of untraceable shares
–
–
44.2
–
–
44.2
–
44.2
At 31 December
215.9
8.7
30,933.5
(72.0)
(287.7)
30,798.4
34.8
30,833.2
2024
At 1 January
220.7
–
32,299.5
(57.7)
(497.1)
31,965.4
21.9
31,987.3
Total comprehensive expense
–
–
(1,384.6)
(0.1)
(157.7)
(1,542.4)
6.5
(1,535.9)
Dividends paid by
the Company
22
–
–
(485.5)
–
–
(485.5)
–
(485.5)
Share-based incentives21
–
1.4
–
–
–
1.4
–
1.4
Unclaimed dividends forfeited
–
–
1.2
–
–
1.2
–
1.2
At 31 December
220.7
1.4
30,430.6
(57.8)
(654.8)
29,940.1
28.4
29,968.5
Consolidated Statement of Changes in Equity
for the year ended 31 December 2025
Annual Report 2025 69
2025
2024
Note
US$m
US$m
Operating activities
Operating profit/(loss)
892.7
(1,311.7)
Change in fair value of investment properties11
(514.2)
1,887.6
Depreciation4
14.1
12.7
Change in fair value of derivatives4
65.8
–
Exchange reserve loss realised on distribution4
9.0
7.6
Loss on disposal of investment properties4
5.1
10.3
Loss on measurement of the disposal group4
–
13.5
Net gain on disposal of subsidiaries and joint ventures4
(0.1)
(9.6)
Net gain on reclassification from properties for sale to investment properties4
(147.9)
–
Decrease in properties for sale
618.7
752.1
(Increase)/decrease in debtors
(16.4)
86.7
Decrease in creditors
(190.9)
(547.9)
Interest received
39.9
65.3
Interest and other financing charges paid
(217.2)
(245.8)
Tax paid
(117.9)
(147.3)
Dividends from associates and joint ventures
143.7
97.1
Cash flows from operating activities
584.4
670.6
Investing activities
Major renovations expenditure
(164.2)
(78.5)
Repayments from associates and joint ventures23 (a)
272.8
259.2
Investments in associates and joint ventures23 (a)
(28.5)
(16.9)
Advances to associates and joint ventures23 (a)
(21.6)
(111.5)
Disposal of subsidiaries23 (c)
539.7
–
Disposal of joint ventures23 (d)
701.1
–
Acquisition of a subsidiary
–
13.8
Proceeds and deposits of disposal of investment properties
368.2
15.5
Cash flows from investing activities
1,667.5
81.6
Financing activities
Drawdown of borrowings19
1,615.7
2,371.0
Repayment of borrowings19
(1,739.9)
(2,737.3)
Repayments to associates and joint ventures23 (a)
(16.2)
(26.6)
Advances from associates and joint ventures23 (a)
121.9
95.5
Principal elements of lease payments
(2.6)
(2.7)
Dividends paid by the Company
(502.6)
(478.2)
Purchase of shares of share-based incentives
(22.1)
–
Repurchase of shares
(279.3)
–
Sale of untraceable shares
44.2
–
Cash flows from financing activities
(780.9)
(778.3)
Net cash inflow/(outflow)
1,471.0
(26.1)
Cash and cash equivalents at 1 January
1,067.2
1,112.2
Effect of exchange rate changes
25.9
(18.9)
Cash and cash equivalents at 31 December23 (b)
2,564.1
1,067.2
Consolidated Cash Flow Statement
for the year ended 31 December 2025
Hongkong Land70
General Information
Hongkong Land Holdings Limited (the Company) is incorporated in Bermuda and has a primary listing in the equity share (transition) category
of the London Stock Exchange, with secondary listings in Bermuda and Singapore. The address of the registered office is given on page 129.
The principal activities of the Company and its subsidiaries, and the nature of the Group’s operation are set out on pages 104 to 105 and Note 29
of the financial statements.
1 Basis of Preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS Accounting Standards),
including International Accounting Standards (IAS) and Interpretations as issued by the International Accounting Standards Board (IASB).
The financial statements have been prepared on a going concern basis and under the historical cost convention except as disclosed in
the accounting policies.
Details of the Group’s material accounting policies are included in Note 30.
There are no amendments which are effective in 2025 and relevant to the Group’s operations that have a significant impact on the Group’s
results, financial position and accounting policies.
The Group has not early adopted any standard, interpretation or amendment that has been issued but not yet effective (refer Note 31).
The principal operating subsidiaries, associates and joint ventures have different functional currencies in line with the economic
environments of the locations in which they operate. The functional currency of the Company is United States dollars. The consolidated
financial statements are presented in United States dollars.
The Group’s reportable segments are set out in Note 2 and are described on pages 73 to 75 .
Notes to the Financial Statements
Annual Report 2025 71
Notes to the Financial Statements
1 Basis of Preparation continued
Change in accounting policy
Following the strategic shift in the business direction to wind down the build-to-sell segment, certain operations and assets within this
segment have been identified as non-strategic, while others have been reallocated to the Prime Properties Investment segment. The profit
and loss from these non-strategic businesses are thereby separated from the principal business performance and presented within
non-trading items (revised basis). This distinction aims at providing a clearer understanding of the group’s underlying performance related
to its principal operations. This change has been accounted for retrospectively with comparative information re-presented. The effects on the
underlying profit attributable to shareholders for the year ended 31 December 2025 and 2024 are as follows:
2025 2024
US$m US$m
Attributable to shareholders
Underlying profit (revised basis) 458.2 498.6
Non-strategic business (Build-to-sell) business performance 126.7 225.3
Underlying profit (revised basis) including Build-to-sell business performance 584.9 723.9
Provisions for properties for sale (371.3) (314.3)
Net gain on reclassification from properties for sale to investment properties
and fixed assets 246.9 –
Underlying profit (previous basis) 460.5 409.6
The effects on the presentation of consolidated profit and loss account for the year ended 31 December 2024 are as follows:
Impact
Underlying
business
performance
Non-trading
items Total
US$m US$m US$m
Revenue Increase/(decrease) (914.9) 914.9 –
Operating profit Increase/(decrease) 109.7 (109.7) –
Net financing charges (Increase)/decrease (27.4) 27.4 –
Share of results of associates and joint ventures Increase/(decrease) (24.6) 24.6 –
Profit before tax Increase/(decrease) 57.7 (57.7) –
Tax (Increase)/decrease 31.3 (31.3) –
Profit attributable to shareholders of the Company Increase/(decrease) 89.0 (89.0) –
Hongkong Land72
2 Segmental Information
Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the
executive directors of the Company for the purpose of resource allocation and performance assessment. The Group has two operating
segments, namely ‘Prime Properties Investment’ and ‘Build-to-sell’ (which Build-to-sell identified as non-strategic business and its results
are presented under non-trading items). No operating segments have been aggregated to form the reportable segments. Set out below
is an analysis of the Group’s results and total equity by reportable segment.
Prime
Properties
Investment Corporate
Underlying
business
performance
Non-trading
items –
Build-to-sell
Non-trading
items –
Others Total
Analysis of results by segments US$m US$m US$m US$m US$m US$m
2025
Revenue 1,048.3 – 1,048.3 400.0 – 1,448.3
Net operating costs (351.0) (76.0) (427.0) (704.2) 61.4 (1,069.8)
Share of operating profit of
associates and joint ventures 161.5 – 161.5 189.0 790.9 1,141.4
Change in fair value of
investment properties – – – – 514.2 514.2
Operating profit 858.8 (76.0) 782.8 (115.2) 1,366.5 2,034.1
Net financing charges
– subsidiaries (171.2) 8.2 – (163.0)
– share of associates and joint ventures (49.2) (22.5) – (71.7)
(220.4) (14.3) – (234.7)
Tax
– subsidiaries (80.8) (29.6) (62.7) (173.1)
– share of associates and joint ventures (20.7) (85.7) (254.3) (360.7)
(101.5) (115.3) (317.0) (533.8)
Non-controlling interests
– subsidiaries (2.7) – 0.3 (2.4)
– share of associates and joint ventures – 0.2 – 0.2
(2.7) 0.2 0.3 (2.2)
Profit attributable to shareholders 458.2 (244.6) 1,049.8 1,263.4
Annual Report 2025 73
Notes to the Financial Statements
2 Segmental Information continued
Prime
Properties
Investment Corporate
Underlying
business
performance
Non-trading
items –
Build-to-sell
Non-trading
items –
Others Total
Analysis of results by segments US$m US$m US$m US$m US$m US$m
2024
Revenue 1,087.2 – 1,087.2 914.9 – 2,002.1
Net operating costs (315.9) (77.4) (393.3) (1,024.6) (8.3) (1,426.2)
Share of operating profit of
associates and joint ventures 168.2 – 168.2 212.3 146.1 526.6
Change in fair value of
investment properties – – – – (1,887.6) (1,887.6)
Operating loss 939.5 (77.4) 862.1 102.6 (1,749.8) (785.1)
Net financing charges
– subsidiaries (193.6) 27.4 – (166.2)
– share of associates and joint ventures (59.3) (44.8) – (104.1)
(252.9) (17.4) – (270.3)
Tax
– subsidiaries (89.4) (31.3) (31.4) (152.1)
– share of associates and joint ventures (18.5) (143.0) (6.9) (168.4)
(107.9) (174.3) (38.3) (320.5)
Non-controlling interests
– subsidiaries (2.7) – (6.4) (9.1)
– share of associates and joint ventures – 0.1 – 0.1
(2.7) 0.1 (6.4) (9.0)
Loss attributable to shareholders 498.6 (89.0) (1,794.5) (1,384.9)
Revenue
Underlying
operating profit
Underlying profit
attributable to
shareholders
2025 2024 2025 2024 2025 2024
US$m US$m US$m US$m US$m US$m
Analysis of results by
geographical location
Hong Kong and Macau 823.3 898.3 645.1 724.5 645.1 724.5
Chinese mainland 183.9 147.6 62.7 63.6 56.8 57.6
Southeast Asia and others 41.1 41.3 151.0 151.4 151.0 151.4
Corporate, net financing charges and tax – – (76.0) (77.4) (394.7) (434.9)
1,048.3 1,087.2 782.8 862.1 458.2 498.6
Hongkong Land74
2 Segmental Information continued
Segment assets
Segment
liabilities
Unallocated
assets and
liabilities
Total
assets and
liabilities
Investment
Properties
Properties
for sale Others
US$m US$m US$m US$m US$m US$m
Analysis of total equity by business
2025
Prime Properties Investment 34,821.9 – 764.1 (925.1) – 34,660.9
Non-strategic business (Build-to-sell) – 3,250.1 521.5 (1,413.7) – 2,357.9
Unallocated assets and liabilities – – – – (6,185.6) (6,185.6)
34,821.9 3,250.1 1,285.6 (2,338.8) (6,185.6) 30,833.2
2024
Prime Properties Investment 30,779.3 3,204.8 584.8 (770.2) – 33,798.7
Non-strategic business (Build-to-sell) – 5,570.2 645.6 (1,958.2) – 4,257.6
Unallocated assets and liabilities – – – – (8,087.8) (8,087.8)
30,779.3 8,775.0 1,230.4 (2,728.4) (8,087.8) 29,968.5
Analysis of total equity by
geographical location
2025
Hong Kong and Macau 23,877.2 222.2 310.4 (534.7) – 23,875.1
Chinese mainland 7,003.6 2,360.5 685.7 (1,518.5) – 8,531.3
Southeast Asia and others 3,941.1 667.4 289.5 (285.6) – 4,612.4
Unallocated assets and liabilities – – – – (6,185.6) (6,185.6)
34,821.9 3,250.1 1,285.6 (2,338.8) (6,185.6) 30,833.2
2024
Hong Kong and Macau 23,591.5 221.9 280.5 (436.9) – 23,657.0
Chinese mainland 2,536.7 6,630.7 513.9 (1,887.4) – 7,793.9
Southeast Asia and others 4,651.1 1,922.4 436.0 (404.1) – 6,605.4
Unallocated assets and liabilities – – – – (8,087.8) (8,087.8)
30,779.3 8,775.0 1,230.4 (2,728.4) (8,087.8) 29,968.5
Properties for sale include contract assets and cost to fulfil contracts. Unallocated assets and liabilities include tax assets and liabilities,
bank balances and borrowings.
Annual Report 2025 75
Notes to the Financial Statements
3 Revenue
2025 2024
US$m US$m
Rental income 844.2 887.6
Service income and others
– recognised at a point in time 27.1 35.3
– recognised over time 187.7 177.4
214.8 212.7
Sales of properties
– recognised at a point in time 370.0 881.0
– recognised over time 19.3 20.8
389.3 901.8
1,448.3 2,002.1
Total variable rents included in rental income amounted to US$42.6 million
(2024: US$36.2 million)
.
The maturity analysis of lease payments, showing the undiscounted lease payments to be received over the remainder of the contractual
lease term after the balance sheet date including the estimated impact on lease payments from contractual rent reviews are as follows:
2025 2024
US$m US$m
Within one year 713.4 715.2
Between one and two years 596.2 569.8
Between two and three years 449.5 429.8
Between three and four years 341.0 259.7
Between four and five years 246.7 186.4
Beyond five years 531.3 308.3
2,878.1 2,469.2
Generally the Group’s operating leases are for terms of three years or more .
Hongkong Land76
3 Revenue continued
Contract balances
Contract assets primarily relate to the Group’s rights to consideration for work completed but not billed, and are transferred to receivables
when the rights become unconditional which usually occurs when the customers are billed.
Costs to fulfil contracts includes costs recognised to fulfil future performance obligations on existing contracts that have not yet been
satisfied. Costs to obtain contracts include sale commissions and stamp duty paid. The Group has capitalised these costs which are
recognised in the profit and loss when the related revenue is recognised.
Contract liabilities primarily relate to the advance consideration received from customers relating to properties for sale.
Contract assets and contract liabilities relating to properties for sale are further analysed as follows:
2025 2024
US$m US$m
Contract assets (see Note 13) – 10.7
Contract liabilities (see Note 18) (32.7) (126.1)
At 31 December 2025, costs to fulfil and obtain contracts recorded on the balance sheet amounted to nil
(2024: US$4.7 million)
and
US$5.9 million
(2024: US$1.9 million)
respectively. US$13.3 million
(2024: US$16.4 million)
and US$0.8 million
(2024: US$13.1 million)
of costs to fulfil and obtain contracts have been recognised in profit and loss during the year respectively.
Revenue recognised in relation to contract liabilities
Revenue recognised in the current year relating to carried forward contract liabilities:
2025 2024
US$m US$m
Properties for sale 114.5 540.0
Revenue expected to be recognised on unsatisfied contracts with customers
The timing of revenue to be recognised on unsatisfied performance obligations relating to properties for sale at 31 December 2025:
2025 2024
US$m US$m
Within one year 101.1 218.7
Between one and two years – 5.2
101.1 223.9
Annual Report 2025 77
Notes to the Financial Statements
4 Net Operating Costs
2025 2024
US$m US$m
Cost of sales (953.5) (1,265.4)
Other income 38.8 70.0
Administrative expenses (223.2) (209.0)
Change in fair value of derivatives (65.8) –
Exchange reserve loss realised on distribution (9.0) (7.6)
Loss on disposal of investment properties (5.1) (10.3)
Loss on measurement of the disposal group – (13.5)
Net gain on disposal of subsidiaries and joint ventures 0.1 9.6
Net gain on reclassification from properties for sale to
investment properties (see Note 9) 147.9 –
(1,069.8) (1,426.2)
The following charges are included in net operating costs:
Cost of properties for sale recognised as expense (669.2) (991.4)
Operating expenses arising from investment properties (179.8) (213.3)
Depreciation of fixed assets (11.8) (10.1)
Depreciation of right-of-use assets (2.3) (2.6)
Employee benefit expense
– salaries and benefits in kind (231.4) (216.9)
– defined contribution pension plans (4.3) (4.4)
– defined benefit pension plans (0.9) (1.3)
(236.6) (222.6)
Auditors’ remuneration
– audit (2.6) (2.9)
– non-audit services (0.3) (0.4)
(2.9) (3.3)
The number of employees at 31 December 2025 was 2,552
(2024: 3,063)
.
Cost of sales included a US$313.6 million provision for Chinese mainland properties for sale
(2024: US$146.9 million)
arising from the
deterioration in market conditions that resulted in projected sales prices being lower than development costs. A corresponding deferred tax
credit of US$2.3 million
(2024: US$10.8 million)
was recognised.
Hongkong Land78
5 Net Financing Charges
2025 2024
US$m US$m
Interest expense
– bank loans and overdrafts (71.0) (93.6)
– other borrowings (133.3) (139.1)
Total interest expense (204.3) (232.7)
Interest capitalised 0.8 6.7
(203.5) (226.0)
Commitment and other fees and exchange differences (14.1) (19.0)
Financing charges (217.6) (245.0)
Financing income 54.6 78.8
(163.0) (166.2)
Financing charges and financing income are stated after taking into account hedging gains or losses.
6 Share of Results of Associates and Joint Ventures
2025 2024
US$m US$m
re-presented
Underlying business performance
Prime Properties Investment 91.6 90.4
Non-trading items
Non-strategic business (Build-to-sell) 81.0 24.6
Change in fair value of investment properties 386.6 139.2
Net gain on reclassification from properties for sale to investment properties
and fixed assets (see Note 9) 150.0 –
617.6 163.8
709.2 254.2
Results are shown after tax and non-controlling interests in the associates and joint ventures.
The Group’s share of revenue of associates and joint ventures was US$1,957.3 million
(2024: US$1,952.7 million)
. The build-to-sell business
included a US$60.0 million net provision after including a deferred tax credit
(2024: US$178.2 million)
. This arose due to the deterioration in
Chinese mainland market conditions that resulted in projected sales prices being lower than development costs.
Annual Report 2025 79
Notes to the Financial Statements
7 Tax
Tax charged to profit and loss is analysed as follows:
2025 2024
US$m US$m
Current tax (98.9) (93.4)
Deferred tax
– changes in fair value of investment properties (59.7) (25.8)
– other temporary differences (14.5) (32.9)
(74.2) (58.7)
(173.1) (152.1)
Reconciliation between tax expense and tax at applicable tax rate:
Tax at applicable tax rate (124.8) 220.9
Change in fair value of investment properties not taxable/ (deductible)
in determining taxable profit 73.3 (317.2)
Income not subject to tax 31.2 18.6
Expenses not deductible in determining taxable profit (26.4) (22.4)
Withholding tax 1.9 (9.2)
Land appreciation tax in Chinese mainland (23.6) (5.7)
Tax losses arising in the year not recognised (9.6) (11.7)
Over provision in prior years 0.7 10.1
Temporary differences not recognised (90.1) (19.6)
Deferred tax assets written off (9.5) (17.0)
Others 3.8 1.1
(173.1) (152.1)
Tax relating to components of other comprehensive income is analysed as follows:
Remeasurements of defined benefit plans (0.1) –
Cash flow hedges 1.7 (1.5)
1.6 (1.5)
The applicable tax rate for the year of 17.1%
(2024: 14.9%)
represents the weighted average of the rates of taxation prevailing in the
territories in which the Group operates.
Share of tax charge of associates and joint ventures of US$360.7 million
(2024: US$168.4 million)
is included in share of results of associates
and joint ventures.
The Group is within the scope of the OECD Pillar Two model rules, and has applied the exception to recognising and disclosing information
about deferred tax assets and liabilities relating to Pillar Two income taxes.
Pillar Two legislation has been enacted in most jurisdictions in which the Group operates. The Group is in scope of the enacted legislation
and has performed an assessment of the Group’s potential exposure to Pillar Two income taxes.
The assessment of the potential exposure to Pillar Two income taxes is based on the latest financial information for the year ended
31 December 2025 of the constituent entities in the Group. Based on the assessment, the effective tax rates in most of the jurisdictions
in which the Group operates are above 15%. However, there are a limited number of jurisdictions where the effective tax rate is slightly
below or close to 15%. The income tax expense related to Pillar Two income taxes in the relevant jurisdiction is assessed to be immaterial.
Hongkong Land80
8 Earnings per Share
Basic earnings per share are calculated on profit attributable to shareholders of US$1,263.4 million
(2024: loss of US$1,384.9 million)
and on
the weighted average number of 2,183.9 million
(2024: 2,206.6 million)
shares in issue and outstanding during the year.
For the year ended 31 December 2025, dilutive earnings per share are calculated on profit attributable to shareholders of US$1,263.4 million
and on the weighted average number of 2,190.0 million shares in issue and outstanding during the year.
For the year ended 31 December 2024, the dilutive potential ordinary shares were not included in the calculation of diluted earnings per
share as their inclusion would be antidilutive. Accordingly, diluted earnings per share were the same as basic earnings per share.
Additional basic and diluted earnings per share are calculated based on underlying profit attributable to shareholders. A reconciliation of
earnings is set out below:
2025 2024
Basic
earnings
per share
Diluted
earnings
per share
Basic
earnings
per share
Diluted
earnings
per share
US$m US
¢
US
¢
US$m US
¢
US
¢
Underlying profit attributable
to shareholders 458.2 20.98 20.92 498.6* 22.60* 22.58*
Non-trading items (see Note 9) 805.2 (1,883.5)*
Profit/(loss) attributable to shareholders 1,263.4 57.85 57.69 (1,384.9) (62.76) (62.76)
* Re-presented
9 Non-trading Items
An analysis of non-trading items after interest, tax and non-controlling interests is set out below:
2025 2024
US$m US$m
re-presented
Change in fair value of investment properties, net 889.7 (1,786.2)
Change in fair value of derivatives (65.8) –
Exchange reserve loss realised on distribution (9.0) (7.6)
Gain on disposal of joint ventures 24.1 9.6
Loss on disposal of investment properties (5.1) (10.3)
Loss on disposal of subsidiaries (24.3) –
Net gain on reclassification from properties for sale to
investment properties and fixed assets* 246.9 –
Non-strategic business (Build-to-sell)
– business performance 126.7 225.3
– provisions for properties for sale (371.3) (314.3)
Non-strategic business (Build-to-sell) total (244.6) (89.0)
Others (6.7) –
805.2 (1,883.5)
* In view of the change of intention and to be in line with Group’s strategy, the Group reclassified certain properties for sale on the Chinese mainland
to investment properties and fixed assets as at 31 December 2025. Accordingly, a net gain on reclassification of US$246.9 million was recorded
during the year with reference to valuations performed by an independent valuer
Annual Report 2025 81
Notes to the Financial Statements
10 Fixed Assets and Right-of-use Assets
Fixed Assets Right-of-use Assets
Leasehold
properties
Furniture,
equipment
and others Total
Leasehold
properties
Furniture,
equipment
and others Total
US$m US$m US$m US$m US$m US$m
2025
Cost 361.7 73.1 434.8 108.7 12.9 121.6
Depreciation (176.1) (55.5) (231.6) (9.1) (8.1) (17.2)
Net book value at 1 January 185.6 17.6 203.2 99.6 4.8 104.4
Exchange differences 2.9 0.2 3.1 0.2 (0.3) (0.1)
Additions 2.2 3.9 6.1 – 0.3 0.3
Transfer from properties for sales 49.5 6.7 56.2 11.2 – 11.2
Disposals – (0.4) (0.4) – (0.1) (0.1)
Disposal of subsidiaries (0.4) (0.2) (0.6) – – –
Depreciation (5.6) (6.2) (11.8) (0.3) (2.0) (2.3)
Net book value at 31 December 234.2 21.6 255.8 110.7 2.7 113.4
Cost 416.7 81.3 498.0 120.3 12.7 133.0
Depreciation (182.5) (59.7) (242.2) (9.6) (10.0) (19.6)
Net book value at 31 December 234.2 21.6 255.8 110.7 2.7 113.4
2024
Cost 95.0 69.7 164.7 6.5 12.6 19.1
Depreciation (16.3) (48.7) (65.0) (1.0) (6.0) (7.0)
Net book value at 1 January 78.7 21.0 99.7 5.5 6.6 12.1
Exchange differences (1.8) (0.3) (2.1) (0.2) (0.3) (0.5)
Additions – 4.4 4.4 – 1.4 1.4
Disposals – (0.1) (0.1) – (0.5) (0.5)
Transfer from fixed assets to
right-of-use assets (0.3) – (0.3) 0.3 – 0.3
Transfer from investment properties
(see Note 11) 111.7 – 111.7 94.2 – 94.2
Depreciation (2.7) (7.4) (10.1) (0.2) (2.4) (2.6)
Net book value at 31 December 185.6 17.6 203.2 99.6 4.8 104.4
Cost 361.7 73.1 434.8 108.7 12.9 121.6
Depreciation (176.1) (55.5) (231.6) (9.1) (8.1) (17.2)
Net book value at 31 December 185.6 17.6 203.2 99.6 4.8 104.4
At 31 December 2025, leasehold properties of US$134.8 million
(2024: US$73.5 million)
were pledged as security for borrowings
(see Note 19).
Hongkong Land82
11 Investment Properties
Completed
commercial
properties
(Note a)
Under
development
commercial
properties
(Note a)
Completed
residential
properties
(Note b) Total
US$m US$m US$m US$m
2025
At 1 January 24,467.3 48.4 244.2 24,759.9
Exchange differences 18.3 – (2.0) 16.3
Additions 150.6 – – 150.6
Disposal (229.5) – – (229.5)
Transfer from properties for sale 815.8 – – 815.8
Increase/(decrease) in fair value 513.6 (0.8) 1.4 514.2
Classified as held for sale (see Note 17) (1,153.1) – – (1,153.1)
At 31 December 24,583.0 47.6 243.6 24,874.2
Freehold properties 110.2
Leasehold properties 24,764.0
24,874.2
2024
At 1 January 26,388.1 44.4 254.7 26,687.2
Exchange differences 110.9 – 2.3 113.2
Additions 76.9 – 0.2 77.1
Disposal – – (12.7) (12.7)
Transfer to fixed assets (see Note 10) (111.7) – – (111.7)
Transfer to right-of-use assets (see Note 10) (94.2) – – (94.2)
(Decrease)/increase in fair value (1,891.3) 4.0 (0.3) (1,887.6)
Classified as held for sale (see Note 17) (11.4) – – (11.4)
At 31 December 24,467.3 48.4 244.2 24,759.9
Freehold properties 114.8
Leasehold properties 24,645.1
24,759.9
The Group measures its investment properties at fair value. The fair values of the Group’s investment properties at 31 December 2025
and 2024 have been determined on the basis of valuations carried out by independent valuers who hold a recognised relevant professional
qualification and have recent experience in the locations and segments of the investment properties valued. The Group engaged Jones
Lang LaSalle to value majority of the investment properties in Hong Kong, Chinese mainland, Singapore and Cambodia which are either
freehold or held under leases with unexpired lease terms of more than 25 years. The valuations, which conform to the International
Valuation Standards issued by the International Valuation Standards Council and the HKIS Valuation Standards issued by the Hong Kong
Institute of Surveyors, were arrived at by reference to the net income, allowing for reversionary potential, of each property. The Report
of the Valuers is set out on page 130. The valuations are comprehensively reviewed by the Group.
At 31 December 2025, investment properties of US$1,865.1 million
(2024: US$996.0 million)
were pledged as security for borrowings
(see Note 19).
Annual Report 2025 83
Notes to the Financial Statements
11 Investment Properties continued
a) Fair value measurements of commercial properties using significant unobservable inputs (level 3)
Fair values of completed commercial properties in Hong Kong, Chinese mainland and Singapore are generally derived using the income
capitalisation method. This valuation method is based on the capitalisation of the net income and reversionary income potential by
adopting appropriate capitalisation rates, which are derived from analysis of sale transactions and valuers’ interpretation of prevailing
investor requirements or expectations. The prevailing market rents adopted in the valuation have reference to valuers’ views of recent
lettings, within the subject properties and other comparable properties.
Fair values of completed commercial properties in Cambodia are generally derived using the discounted cash flow method. The net
present value of the income stream is estimated by applying an appropriate discount rate which reflects the risk profile.
Fair values of under development commercial properties are generally derived using the residual method. This valuation method
is essentially a means of valuing the land by reference to its development potential by deducting development costs together
with developer’s profit and risk from the estimated capital value of the proposed development assuming completion as at the date
of valuation.
The Group’s policy is to recognise transfers between fair value measurements as of the date of the event or change in circumstances
that caused the transfer. There were no transfer between level 1, 2 and 3 for recurring fair value measurements during the year.
Information about fair value measurements using significant unobservable inputs at 31 December:
Range of significant unobservable inputs
Location of properties Fair value Valuation method
Prevailing market
rent per month
Capitalisation/
discount rate
US$m US$ %
2025
Hong Kong
– office 17,960.1 Income capitalisation 12.7 per square foot 2.90 to 3.50
– retail 4,695.2 Income capitalisation 30.0 per square foot 4.25 to 5.00
Total 22,655.3
Chinese mainland
– office 30.7 Income capitalisation 12.3 per square metre 6.00
– retail 1,834.4 Income capitalisation 21.5 to 124.9 per square metre 3.50 to 5.00
Total 1,865.1
Cambodia 62.6 Discounted cash flow 20.8 to 29.0 per square metre 12.50 to 13.50
Total 24,583.0
2024
Hong Kong
– office 18,714.0 Income capitalisation 12.8 per square foot 2.90 to 3.50
– retail 4,109.5 Income capitalisation 28.8 per square foot 4.25 to 5.00
Total 22,823.5
Chinese mainland 996.0 Income capitalisation 105.1 per square metre 3.50
Singapore 581.4 Income capitalisation 7.5 per square foot 3.35 to 4.80
Cambodia 66.4 Discounted cash flow 21.0 to 30.0 per square metre 12.50 to 13.50
Total 24,467.3
Prevailing market rents are estimated based on independent valuers’ view of recent lettings, within the subject properties and other
comparable properties. The higher the rents, the higher the fair value.
Capitalisation and discount rates are estimated by in dependent valuers based on the risk profile of the properties being valued.
The lower the rates, the higher the fair value.
Hongkong Land84
11 Investment Properties continued
a) Fair value measurements of commercial properties using significant unobservable inputs (level 3) continued
An increase/decrease to prevailing market rent will increase/decrease valuations, while an increase/decrease to capitalisation/discount
rate will decrease/increase valuations. Sensitivity analyses have been performed to assess the impact on the valuations of changes in
the two significant unobservable inputs for prevailing market rents and capitalisation rates on the completed commercial properties
in Hong Kong, which contributed 91%
(2024: 92%)
of the above investment properties balance at 31 December 2025. The impact of any
reasonably possible change in the assumptions for other investment properties would not be material. The Group believes this captures
the range of variations in these key valuation assumptions. The results are shown in the table below:
Increase/(decrease) in valuation
Change in
assumption
Increase in
assumption
Decrease in
assumption
% US$m US$m
2025
Prevailing market rent per month 5.0 1,053.2 (1,021.9)
Capitalisation rate 0.1 (640.5) 706.6
2024
Prevailing market rent per month 5.0 1,034.7 (1,061.9)
Capitalisation rate 0.1 (661.2) 703.4
b) Fair value measurement of residential properties using no significant unobservable input (level 2)
Fair values of completed residential properties are generally derived using the direct comparison method. This valuation method is
based on comparing the property to be valued directly with other comparable properties, which have recently transacted. However,
given the heterogeneous nature of real estate properties, appropriate adjustments are usually required to allow for any qualitative
differences that may affect the price likely to be achieved by the property under consideration.
12 Associates and Joint Ventures
2025 2024
US$m US$m
Unlisted associates
– share of attributable net assets 496.6 455.7
– amounts due from associates 398.7 398.3
895.3 854.0
Unlisted joint ventures
– share of attributable net assets 6,027.1 7,675.2
– amounts due from joint ventures 1,031.9 1,517.0
7,059.0 9,192.2
7,954.3 10,046.2
By business
Prime Properties Investment 5,366.9 6,950.9*
Non-strategic business (Build-to-sell) 2,587.4 3,095.3*
7,954.3 10,046.2
* Re-presented
Amounts due from associates are interest free, unsecured and have no fixed terms of repayment.
Amounts due from joint ventures bear interests at rates up to 8% per annum and are repayable within one to four years .
Annual Report 2025 85
Notes to the Financial Statements
12 Associates and Joint Ventures continued
Movements of associates and joint ventures during the year:
Associates Joint ventures
2025 2024 2025 2024
US$m US$m US$m US$m
At 1 January 854.0 861.2 9,192.2 9,724.0
Exchange differences 0.4 (0.2) 73.8 (32.1)
Share of results after tax and non-controlling interests 14.2 11.4 695.0 242.8
Share of other comprehensive expense after tax
and non-controlling interests 10.1 (31.3) 292.6 (215.0)
Dividends received and receivable (0.9) (1.0) (142.1) (99.6)
Investments in and advances to/(repayments from)
associates and joint ventures 17.5 13.9 (239.6) (93.3)
Reclassified as held for sale (see Note 17) – – (1,670.7) (39.6)
Disposal – – (1,142.2) (9.1)
Transfer to subsidiaries – – – (285.9)
At 31 December 895.3 854.0 7,059.0 9,192.2
The material joint ventures of the Group are listed below. These joint ventures have share capital consisting solely of ordinary shares, which
are held directly by the Group. The Group has no material associates.
Nature of investments in material joint ventures in 2025 and 2024:
Name of entity Nature of business
Country of
incorporation/
principal place
of business
% of
ownership
interest
2025 2024
Shanghai Yibin Property Co. Ltd. Property investment Shanghai 43 43
Properties Sub F, Ltd Property investment Macau 49 49
BFC Development LLP* Property investment Singapore 33 33
Central Boulevard Development Pte Ltd
#
Property investment Singapore – 33
One Raffles Quay Pte Ltd* Property investment Singapore 33 33
* Reclassified as assets held for sale in December 2025
#
Disposed in December 2025
Hongkong Land86
12 Associates and Joint Ventures continued
Summarised financial information for material joint ventures
Summarised balance sheet at 31 December:
Shanghai
Yibin
Property
Co. Ltd.
Properties
Sub F, Ltd
BFC
Development
LLP
#
Central
Boulevard
Development
Pte Ltd
^
One Raffles
Quay
Pte Ltd
#
US$m US$m US$m US$m US$m
2025
Non-current assets* 6,504.7 1,086.6 N/A – N/A
Current assets
Cash and cash equivalents 92.4 139.1 N/A – N/A
Other current assets 34.9 40.8 N/A – N/A
Total current assets 127.3 179.9 N/A – N/A
Non-current liabilities
Financial liabilities (excluding trade payables) (834.5) – N/A – N/A
Other non-current liabilities (including trade payables) (406.0) (117.6) N/A – N/A
Total non-current liabilities (1,240.5) (117.6) N/A – N/A
Current liabilities
Financial liabilities (excluding trade payables) (48.6) – N/A – N/A
Other current liabilities (including trade payables) (234.4) (37.4) N/A – N/A
Total current liabilities (283.0) (37.4) N/A – N/A
Net assets 5,108.5 1,111.5 N/A – N/A
2024
Non-current assets* 3,606.5 1,133.7 3,977.0 3,098.9 2,910.4
Current assets
Cash and cash equivalents 80.5 133.8 28.2 24.7 16.7
Other current assets 1,370.1 44.2 3.2 3.1 0.2
Total current assets 1,450.6 178.0 31.4 27.8 16.9
Non-current liabilities
Financial liabilities (excluding trade payables) (614.1) – (1,263.0) (1,189.6) (783.8)
Other non-current liabilities (including trade payables) (43.2) (124.4) – (21.6) (211.8)
Total non-current liabilities (657.3) (124.4) (1,263.0) (1,211.2) (995.6)
Current liabilities
Financial liabilities (excluding trade payables) – – (0.6) (8.9) (2.1)
Other current liabilities (including trade payables) (206.7) (43.3) (79.5) (46.3) (50.3)
Total current liabilities (206.7) (43.3) (80.1) (55.2) (52.4)
Net assets 4,193.1 1,144.0 2,665.3 1,860.3 1,879.3
* Predominantly consist of Investment Properties
#
Reclassified as assets held for sale in December 2025
^ Disposed in December 2025
Annual Report 2025 87
Notes to the Financial Statements
12 Associates and Joint Ventures continued
Summarised financial information for material joint ventures continued
Summarised statement of comprehensive income for the year ended 31 December:
Shanghai
Yibin
Property
Co. Ltd.
Properties
Sub F, Ltd
BFC
Development
LLP*
Central
Boulevard
Development
Pte Ltd
#
One Raffles
Quay
Pte Ltd*
US$m US$m US$m US$m US$m
2025
Revenue 6.7 68.0 188.3 149.4 140.5
Depreciation and amortisation (0.1) (3.5) – – –
Interest income 0.7 2.6 – – –
Interest expense (2.1) (0.2) (43.1) (39.9) (22.4)
Profit/(loss) from underlying business performance (8.5) 29.7 99.1 76.2 84.1
Tax 0.4 (3.5) (16.6) (13.0) (14.3)
Profit/(loss) after tax from underlying
business performance (8.1) 26.2 82.5 63.2 69.8
Profit/(loss) after tax from non-trading items 738.1 (55.6) 199.6 114.8 149.3
Profit after tax 730.0 (29.4) 282.1 178.0 219.1
Other comprehensive income/(expense) 185.4 (3.2) 140.5 88.7 98.7
Total comprehensive income/(expense) 915.4 (32.6) 422.6 266.7 317.8
Group’s share of dividends received and receivable
from joint ventures – – 28.3 21.2 23.4
2024
Revenue 0.1 82.7 182.6 134.5 134.1
Depreciation and amortisation – (3.2) – – –
Interest income 0.7 3.0 – – –
Interest expense – (0.2) (52.5) (45.7) (28.4)
Profit/(loss) from underlying business performance (2.6) 44.2 87.1 55.4 73.2
Tax 0.6 (5.2) (14.4) (9.5) (12.5)
Profit/(loss) after tax from underlying
business performance (2.0) 39.0 72.7 45.9 60.7
Profit/(loss) after tax from non-trading items 38.3 (13.9) 205.4 203.8 13.2
Profit after tax 36.3 25.1 278.1 249.7 73.9
Other comprehensive income/(expense) (120.0) 7.3 (73.6) (67.8) (64.5)
Total comprehensive income/(expense) (83.7) 32.4 204.5 181.9 9.4
Group’s share of dividends received and receivable
from joint ventures – – 25.1 15.2 20.1
The information contained in the summarised balance sheets and statements of comprehensive income reflect the amounts presented in the
financial statements of the joint ventures adjusted for differences in accounting policies between the Group and the joint ventures, and fair
value of the joint ventures at the time of acquisition.
* Reclassified as assets held for sale in December 2025
#
Disposed in December 2025
Hongkong Land88
12 Associates and Joint Ventures continued
Reconciliation of summarised financial information
Reconciliation of the summarised financial information presented to the carrying amount of the Group’s interest in the material joint
ventures for the year ended 31 December:
Shanghai
Yibin
Property
Co. Ltd.
Properties
Sub F, Ltd
BFC
Development
LLP*
Central
Boulevard
Development
Pte Ltd
#
One Raffles
Quay
Pte Ltd*
US$m US$m US$m US$m US$m
2025
Net assets 5,108.5 1,111.5 N/A – N/A
Interest in joint ventures (%) 43 49 N/A – N/A
Group’s share of net assets in joint ventures 2,196.6 544.6 N/A – N/A
Amounts due from joint ventures – – N/A – N/A
Carrying value 2,196.6 544.6 N/A – N/A
2024
Net assets 4,193.1 1,144.0 2,665.3 1,860.3 1,879.3
Interest in joint ventures (%) 43 49 33 33 33
Group’s share of net assets in joint ventures 1,803.0 560.5 888.4 620.1 626.5
Amounts due from joint ventures – – – – 40.5
Carrying value 1,803.0 560.5 888.4 620.1 667.0
The Group has interests in a number of individually immaterial joint ventures. The following table analyses, in aggregate, the share of profit
and other comprehensive income and carrying amount of these joint ventures.
2025 2024
US$m US$m
Share of profit 168.9 14.5
Share of other comprehensive income 105.2 (98.5)
Share of total comprehensive income/(expense) 274.1 (84.0)
Carrying amount of interests in these joint ventures 4,317.8 4,653.2
At 31 December 2025, the Group’s commitments to provide funding to its joint ventures, if called, amounted to US$776.3 million
(2024: US$715.6 million)
.
There were no contingent liabilities relating to the Group’s interests in the joint ventures at 31 December 2025 and 2024.
* Reclassified as assets held for sale in December 2025
#
Disposed in December 2025
Annual Report 2025 89
Notes to the Financial Statements
13 Debtors
2025 2024
US$m US$m
Trade debtors 21.7 28.3
Contract assets (see Note 3) – 10.7
Other debtors
– third parties 300.7 258.7
– associates and joint ventures 43.4 62.8
365.8 360.5
Non-current
– other debtors 11.8 11.5
Current
– trade debtors 21.7 28.3
– contract assets – 10.7
– other debtors 332.3 310.0
354.0 349.0
365.8 360.5
By geographical area of operation
Hong Kong and Macau 150.7 117.6
Chinese mainland 181.0 165.6
Southeast Asia and others 34.1 77.3
365.8 360.5
The fair value of trade debtors, contract assets and other debtors approximates to their carrying amounts, as the impact of discounting
is not significant. Derivative financial instruments are stated at fair value. The higher the discount rates, the lower the fair value.
Significant financial difficulties of a debtor, probability that a debtor will enter bankruptcy or financial reorganisation, and default or
delinquency in payment are considered indicators that the debt is impaired and an allowance for impairment is made based on the
estimated irrecoverable amount determined by reference to past default experience.
The Group applied the simplified approach to measure expected credit loss, that is a lifetime expected loss allowance for trade debtors and
contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit
risk characteristics and the days past due. Changes in certain macroeconomic information, such as GDP and inflation rate, are relevant
for determining expected credit loss rates. The contract assets relate to unbilled work in progress and have substantially the same risk
characteristics as the trade debtors for the same types of contracts. The Group has therefore concluded that the expected loss rates for
trade debtors are a reasonable approximation of the loss rates for the contract assets.
The expected loss rates are based on the historical payment profiles of sales and the corresponding historical credit losses. The historical
loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors and industry trends affecting the ability
of the customers to settle the receivables .
Hongkong Land90
13 Debtors continued
The loss allowance as at 31 December:
Below
30 days
Between 31
and 60 days
Between 61
and 120 days
More than
120 days Total
US$m US$m US$m US$m US$m
2025
Expected loss rate (%) 2 – 13 8 5
Gross carrying amount – trade debtors 10.9 1.6 1.5 8.8 22.8
Loss allowance (0.2) – (0.2) (0.7) (1.1)
2024
Expected loss rate (%) – – 4 3 1
Gross carrying amount – trade debtors 18.6 3.2 2.9 3.9 28.6
Gross carrying amount – contract assets 10.7 – – – 10.7
Loss allowance (0.1) – (0.1) (0.1) (0.3)
Trade debtors, contract assets and other debtors are written off when there is no reasonable expectation of recovery. Indicators that there is
no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group.
Other debtors are further analysed as follows:
2025 2024
US$m US$m
Costs to fulfil contracts (see Note 3) – 4.7
Costs to obtain contracts (see Note 3) 5.9 1.9
Prepayments 140.9 107.1
Derivative financial instruments – 0.2
Amounts due from associates and joint ventures 43.4 62.8
Others 153.9 144.8
344.1 321.5
Annual Report 2025 91
Notes to the Financial Statements
14 Deferred Tax Assets and Liabilities
Tax losses
Accelerated
capital
allowances
Revaluation
surpluses of
investment
properties
Other
temporary
differences Total
US$m US$m US$m US$m US$m
2025
At 1 January 68.9 (161.6) (69.9) (33.8) (196.4)
Exchange differences 2.6 (2.7) (2.1) (1.5) (3.7)
(Charged)/credited to profit and loss (3.7) (12.1) (59.7) 1.3 (74.2)
Credited to other comprehensive income – – – 1.7 1.7
Disposal of subsidiaries – – – 10.1 10.1
Classified as held for sale – – – 1.4 1.4
At 31 December 67.8 (176.4) (131.7) (20.8) (261.1)
Deferred tax assets 51.2
Deferred tax liabilities (312.3)
(261.1)
2024
At 1 January 54.6 (135.5) (44.9) (10.0) (135.8)
Exchange differences (1.4) 0.7 0.8 (0.5) (0.4)
Credited/(charged) to profit and loss 15.7 (26.8) (25.8) (21.8) (58.7)
Charged to other comprehensive income – – – (1.5) (1.5)
At 31 December 68.9 (161.6) (69.9) (33.8) (196.4)
Deferred tax assets 53.5
Deferred tax liabilities (249.9)
(196.4)
Deferred tax balances predominantly comprise non-current items. Deferred tax assets and liabilities are netted when the taxes relate to the
same taxation authority and where offsetting is allowed.
Deferred tax assets of US$28.8 million
(2024: US$24.8 million)
arising from unused tax losses of US$134.8 million
(2024: US$112.4 million)
have not been recognised in the financial statements. Included in the unused tax losses, US$23.7 million
(2024: US$23.2 million)
have no
expiry date and the balance will expire at various dates up to and including 2030.
Hongkong Land92
15 Properties for Sale
2025 2024
US$m US$m
Properties under development 412.0 649.6
Completed properties 602.5 1,710.1
1,014.5 2,359.7
At 31 December 2025, properties under development which were not scheduled for completion within the next 12 months amounted to
US$371.7 million
(2024: US$513.5 million)
. Properties for sale of US$162.3 million
(2024: US$871.6 million)
were pledged as security for
borrowings (see Note 19).
16 Bank Balances
2025 2024
US$m US$m
Deposits with banks and financial institutions 1,786.0 1,014.6
Restricted cash 1.0 9.5
Bank balances 765.0 49.3
2,552.0 1,073.4
By currency
Chinese renminbi 489.9 454.6
Hong Kong dollar 46.1 58.0
Malaysian ringgit – 22.8
Singapore dollar 742.5 69.7
United States dollar 1,271.4 463.7
Others 2.1 4.6
2,552.0 1,073.4
The weighted average interest rate on deposits with banks and financial institutions is 3.5%
(2024: 4.0%)
per annum.
Restricted cash represents property sale proceeds placed with banks in accordance with the requirements of property development on the
Chinese mainland and are restricted for use until certain conditions are fulfilled.
Annual Report 2025 93
Notes to the Financial Statements
17 Assets and Liabilities Classified as Held for Sale
The major classes of assets and liabilities classified as held for sale are set out below:
2025 2024
US$m US$m
Investment properties 1,107.4 11.4
Joint ventures 1,710.1 26.1
Current assets* 19.1 16.8
Total assets 2,836.6 54.3
Current liabilities (16.5) –
Non-current liabilities (1.4) –
Total liabilities (17.9) –
* Current assets included bank balances of US$13.1 million
(2024: US$3.5 million)
(see Note 23(b))
In April 2025, the Group entered into sale and purchase agreements with Hong Kong Exchanges and Clearing Limited for the sale of its
interest in certain floors of One Exchange Square for a total cash consideration of approximately US$810 million. The transaction will
conclude in stages as individual floors are handed over, with the remaining floors to be sold at US$476.7 million classified as held for sale
at 31 December 2025.
In December 2025, the Group entered into a limited partnership agreement with independent third parties for the launch of its first private
real estate fund – the Singapore Central Private Real Estate Fund (SCPREF). The Group also entered into sale and purchase agreements with
SCPREF for the sale of the Group’s interests in its Singapore commercial portfolio. Accordingly, the interests in its Singapore commercial
portfolio were classified as held for sale at 31 December 2025. The transaction was completed in February 2026.
At 31 December 2024, assets classified as held for sale principally related to certain interests in Cambodia and Thailand with net assets of
US$14.9 million and US$39.4 million respectively.
Hongkong Land94
18 Creditors
2025 2024
US$m US$m
Trade creditors 520.9 566.3
Other creditors 212.0 183.8
Tenants’ deposits 239.5 257.5
Derivative financial instruments 139.0 65.8
Rent received in advance 20.2 19.3
Contract liabilities – properties for sale (see Note 3) 32.7 126.1
Lease liabilities 2.9 5.0
Amounts due to associates and joint ventures 1,493.9 1,334.5
2,661.1 2,558.3
Non-current 1,241.0 915.9
Current 1,420.1 1,642.4
2,661.1 2,558.3
By geographical area of operation
Hong Kong and Macau 701.7 583.2
Chinese mainland 1,867.9 1,930.7
Southeast Asia and others 91.5 44.4
2,661.1 2,558.3
Derivative financial instruments are stated at fair value. Other creditors are stated at amortised cost. The fair value of these creditors
approximates their carrying amounts. Amounts due to associates and joint ventures represent distributions of surplus cash in the form
of advances which are interest free, unsecured and repayable based on contractual terms.
19 Borrowings
2025 2024
Carrying
amount Fair value
Carrying
amount Fair value
US$m US$m US$m US$m
Current
Bank overdrafts – – 0.2 0.2
Bank loans – – 6.4 6.4
Current portion of long-term borrowings
– bank loans 76.8 76.8 177.2 177.2
– notes 228.8 231.7 639.9 636.0
305.6 308.5 823.7 819.8
Long-term
Bank loans 2,773.0 2,773.0 2,069.7 2,069.7
Notes 3,063.1 2,992.9 3,271.9 3,046.1
5,836.1 5,765.9 5,341.6 5,115.8
6,141.7 6,074.4 6,165.3 5,935.6
Secured 878.4 921.0
Unsecured 5,263.3 5,244.3
6,141.7 6,165.3
Annual Report 2025 95
Notes to the Financial Statements
19 Borrowings continued
The fair values are based on market prices or are estimated using the expected future payments discounted at market interest rates ranging
from 1.9% to 3.7%
(2024: 2.6% to 5.2%)
per annum. This is in line with the definition of ‘observable current market transactions’ under the
fair value measurement hierarchy. The fair value of current borrowings approximates their carrying amounts, as the impact of discounting is
not significant.
Secured borrowings at 31 December 2025 and 2024 were certain subsidiaries’ bank borrowings which were secured against their fixed
assets, right-of-use assets, investment properties and properties for sale.
The movements in borrowings are as follow:
Bank
overdrafts
Long-term
borrowings
Short-term
borrowings Total
US$m US$m US$m US$m
2025
At 1 January 0.2 5,341.6 823.5 6,165.3
Exchange differences – 87.0 12.4 99.4
Transfer – (291.3) 291.3 –
Change in fair value – 2.6 (1.2) 1.4
Change in bank overdrafts (0.2) – – (0.2)
Drawdown of borrowings – 1,503.9 111.8 1,615.7
Repayment of borrowings – (807.7) (932.2) (1,739.9)
At 31 December – 5,836.1 305.6 6,141.7
2024
At 1 January 1.2 5,785.3 780.4 6,566.9
Exchange differences – (21.5) (14.1) (35.6)
Transfer – (974.4) 974.4 –
Change in fair value – 1.1 0.2 1.3
Change in bank overdrafts (1.0) – – (1.0)
Drawdown of borrowings – 2,355.8 15.2 2,371.0
Repayment of borrowings – (1,804.7) (932.6) (2,737.3)
At 31 December 0.2 5,341.6 823.5 6,165.3
Hongkong Land96
19 Borrowings continued
The borrowings after currency swaps at 31 December are further summarised as follows:
Fixed rate borrowings
Weighted
average
interest rates
Weighted
average period
outstanding
Floating
rate
borrowings Total
% Years US$m US$m US$m
By currency
2025
Hong Kong dollar 3.5 5.6 2,870.9 1,239.1 4,110.0
Singapore dollar 3.8 13.4 231.0 – 231.0
Chinese renminbi 2.9 1.1 504.7 894.1 1,398.8
Thai baht 2.5 – – 401.9 401.9
3,606.6 2,535.1 6,141.7
2024
Hong Kong dollar 3.8 5.6 3,511.9 612.0 4,123.9
Singapore dollar 3.8 14.4 218.2 – 218.2
Chinese renminbi 3.1 2.1 483.2 986.5 1,469.7
Thai baht 3.3 – – 353.5 353.5
4,213.3 1,952.0 6,165.3
The weighted average interest rates and period of fixed rate borrowings are stated after taking into account hedging transactions.
The exposure of the Group’s borrowings to interest rate changes and the contractual repricing dates at 31 December after taking into account
hedging transactions are as follows:
2025 2024
US$m US$m
Floating rate borrowings 2,535.1 1,952.0
Fixed rate borrowings
– within one year 228.7 639.9
– between one and two years 501.8 220.6
– between two and three years 183.4 488.8
– between three and four years 121.8 183.7
– between four and five years 700.1 122.0
– beyond five years 1,870.8 2,558.3
3,606.6 4,213.3
6,141.7 6,165.3
Annual Report 2025 97
Notes to the Financial Statements
19 Borrowings continued
Details of notes outstanding at 31 December are as follows:
2025 2024
Current Non-current Current Non-current
Maturity US$m US$m US$m US$m
Medium term notes
HK$300m 15-year notes at 4.10% 2025 – – 38.6 –
US$600m 15-year notes at 4.50%* 2025 – – 601.3 –
HK$302m 15-year notes at 3.75% 2026 38.8 – – 38.8
CNY330m 3-year notes at 3.50%
#
2026 47.2 – – 45.1
CNY1,000m 3-year notes at 3.50%
#
2026 142.8 – – 136.6
HK$785m 15-year notes at 4.00% 2027 – 100.7 – 100.7
HK$473m 15-year notes at 4.04% 2027 – 60.7 – 60.9
HK$200m 15-year notes at 3.95% 2027 – 25.7 – 25.7
HK$300m 15-year notes at 3.15% 2028 – 38.4 – 38.5
HK$325m 15-year notes at 4.22% 2028 – 41.7 – 41.7
HK$450m 10-year notes at 3.83% 2028 – 57.8 – 57.9
HK$355m 10-year notes at 3.75% 2028 – 45.5 – 45.6
HK$400m 15-year notes at 4.40% 2029 – 51.2 – 51.2
HK$550m 10-year notes at 2.93% 2029 – 70.6 – 70.8
US$600m 10-year notes at 2.875%* 2030 – 597.3 – 596.8
HK$800m 20-year notes at 4.11% 2030 – 102.8 – 103.0
US$500m 10-year notes at 2.25%* 2031 – 497.2 – 496.7
HK$375m 10-year notes at 1.957% 2031 – 48.1 – 48.2
HK$200m 20-year notes at 4.125% 2031 – 25.5 – 25.6
HK$240m 20-year notes at 4.00% 2032 – 30.5 – 30.6
HK$863m 12-year notes at 2.83% 2032 – 110.3 – 110.4
US$400m 10-year notes at 5.25%* 2033 – 397.9 – 397.7
HK$700m 15-year notes at 4.12% 2033 – 89.5 – 89.6
HK$300m 10-year notes at 4.85% 2033 – 38.4 – 38.5
HK$604m 15-year notes at 3.67% 2034 – 77.3 – 77.5
HK$300m 10-year notes at 4.68% 2034 – 38.2 – 38.3
HK$400m 15-year notes at 2.72% 2035 – 51.1 – 51.1
HK$400m 15-year notes at 2.90% 2035 – 50.9 – 51.0
HK$400m 15-year notes at 2.90% 2035 – 50.9 – 51.0
HK$800m 15-year notes at 2.65% 2035 – 101.9 – 102.1
S$150m 20-year notes at 3.95% 2038 – 115.1 – 108.7
S$150m 20-year notes at 3.45% 2039 – 115.9 – 109.5
HK$250m 30-year notes at 5.25% 2040 – 32.0 – 32.1
228.8 3,063.1 639.9 3,271.9
* Listed on the Singapore Exchange
#
Chinese yuan (offshore)
Hongkong Land98
20 Share Capital
Ordinary shares in millions 2025 2024
2025 2024 US$m US$m
Authorised
Shares of US$0.10 each 4,000.0 4,000.0 400.0 400.0
Issued and fully paid
At 1 January 2,206.6 2,206.6 220.7 220.7
Repurchased and cancelled (47.7) – (4.8) –
At 31 December 2,158.9 2,206.6 215.9 220.7
During the year ended 31 December 2025, the Company repurchased 47.7 million ordinary shares from the stock market at a cost of
US$282.2 million, which resulted in a charge of US$4.8 million to share capital and US$277.4 million to revenue reserve.
21 Share-based Incentives
Share-based long-term incentive plans (LTIP) have been put in place to provide incentives for selected executives. These share awards
typically vest free of payment in installments over three to five years and maybe subject to the achievement of performance conditions.
Also, share-based compensation is sometimes awarded to new senior executives as an incentive to join the Group. These share awards
typically vest free of payment in equal installments over five years, subject to continued employment on the date each vesting period ends.
The fair value of the 5,602,100 shares awarded in 2025
(2024: 1,784,500)
was US$25.3 million
(2024: US$5.8 million)
based on the closing
share price on the grant date. Share awards of US$7.3 million
(2024: US$1.4 million)
were charged to the profit and loss during the year.
Movements of the outstanding conditional awards during the year:
Conditional awards in dollars
Conditional awards in millions 2025 2024
2025 2024 US$m US$m
At 1 January 1.8 – 5.8 –
Granted 5.6 1.8 25.3 5.8
At 31 December 7.4 1.8 31.1 5.8
Outstanding conditional awards at 31 December:
Awards vesting date
2026 0.4 0.4 1.4 1.2
2027 0.8 0.4 3.0 1.2
2028 2.1 0.4 9.0 1.2
2029 2.1 0.3 8.9 1.1
2030 2.0 0.3 8.8 1.1
Total outstanding 7.4 1.8 31.1 5.8
Annual Report 2025 99
Notes to the Financial Statements
22 Dividends
2025 2024
US$m US$m
Final dividend in respect of 2024 of US
¢
17.00
(2023: US¢16.00)
per share 375.0 353.1
Interim dividend in respect of 2025 of US
¢
6.00
(2024: US¢6.00)
per share 130.5 132.4
505.5 485.5
A final dividend in respect of 2025 of US
¢
19.00
(2024: US¢17.00)
per share amounting to a total of US$408.9 million
(2024: US$375.1 million)
is proposed by the Board. The dividend proposed will not be accounted for until it has been approved at the 2026 Annual General Meeting.
The amount will be accounted for as an appropriation of revenue reserves in the year ending 31 December 2026.
23 Notes to Consolidated Cash Flow Statement
a) Repayments from/to, investments in and advances from/to associates and joint ventures
Set out below is an analysis by reportable segment on a net basis:
2025 2024
US$m US$m
By business
Prime Properties Investment 37.1 6.5
Non-strategic business (Build-to-sell) 291.3 193.2
328.4 199.7
By geographical location
Chinese mainland 181.0 222.2
Southeast Asia and others 147.4 (22.5)
328.4 199.7
b) Cash and cash equivalents
2025 2024
US$m US$m
Bank balances excluding restricted cash (see Note 16) 2,551.0 1,063.9
Bank overdrafts (see Note 19) – (0.2)
Bank balances classified as held for sale (see Note 17) 13.1 3.5
2,564.1 1,067.2
Hongkong Land100
23 Notes to Consolidated Cash Flow Statement continued
c) Disposal of subsidiaries
2025
US$m
Non-current assets 466.3
Current assets 156.6
Non-current liabilities (21.6)
Current liabilities (10.1)
Net assets 591.2
Cumulative exchange translation losses 9.1
Loss on disposal (24.3)
Deferred consideration (13.9)
Transaction costs 4.6
Sales proceeds 566.7
Cash and cash equivalents of subsidiaries disposed of (25.7)
Deposits received (1.3)
Net cash inflow 539.7
Net cash inflow for disposal of subsidiaries in 2025 comprised US$529.0 million inflow from the Group’s divestment of Singapore
and Malaysia residential development business under MCL Group (inclusive of its joint venture interests) completed in October 2025,
and US$10.7 million inflow from the sale of a property interest in Cambodia.
d) Disposal of joint ventures
The disposal of joint ventures represented Group’s divestment of one of the Singapore Commercial portfolio completed in
December 2025.
24 Derivative Financial Instruments
The fair values of derivative financial instruments at 31 December are as follows:
2025 2024
Positive
fair value
Negative
fair value
Positive
fair value
Negative
fair value
US$m US$m US$m US$m
Designated as cash flow hedges
– cross currency swaps – 73.2 0.2 65.8
Not qualified for hedges
– forward contract – 65.8 – –
– 139.0 0.2 65.8
Cross currency swaps
The contract amounts of the outstanding cross currency swap contracts at 31 December 2025 were US$1,500.0 million
(2024: US$2,100.0 million)
.
Forward contract
The contract amount of the outstanding forward contract at 31 December 2025 was US$229.3 million
(2024: nil)
.
Annual Report 2025 101
Notes to the Financial Statements
25 Capital Commitments
2025 2024
US$m US$m
Authorised not contracted 149.9 214.9
Contracted not provided
– contributions to joint ventures 776.3 715.6
– others 202.3 225.4
978.6 941.0
1,128.5 1,155.9
26 Contingent Liabilities
Various Group companies are involved in litigation arising in the ordinary course of their respective businesses. Having reviewed the
outstanding claims and taking into account the legal advice received, the Directors are of the opinion that adequate provisions have been
made in the financial statements.
27 Related Party Transactions
The parent company of the Group is Jardine Strategic Limited (JSL) and the ultimate parent company of the Group is Jardine Matheson
Holdings Limited (JMH). Both JMH and JSL are incorporated in Bermuda.
In the normal course of business, the Group has entered into a variety of transactions with the subsidiaries, associates and joint ventures
of JMH (Jardine Matheson group members). The more significant of these transactions are described below:
Management fee
The management fee payable by the Group, under an agreement entered into in 1995, to Jardine Matheson Limited (JML) in 2025 was
US$2.3 million
(2024: US$2.1 million)
, being 0.5% per annum of the Group’s underlying profit in consideration for management consultancy
services provided by JML, a wholly-owned subsidiary of JMH.
Property and other services
The Group rented properties to Jardine Matheson group members. Gross rentals on such properties in 2025 amounted to US$17.3 million
(2024: US$19.0 million)
.
The Group provided project management services and property management services to Jardine Matheson group members in 2025
amounting to US$8.9 million
(2024: US$3.8 million)
.
Jardine Matheson group members provided property maintenance and other services to the Group in 2025 in aggregate amounting
to US$59.4 million
(2024: US$59.0 million)
. In respect of capital expenditure works, Jardine Matheson group members complete value
of works of US$79.3 million
(2024: nil)
and commitments related to the works amounted to US$144.1 million
(2024: US$223.4 million)
.
Hongkong Land102
27 Related Party Transactions continued
Hotel management services
Jardine Matheson group members provided hotel management services to the Group in 2025 amounting to US$3.7 million
(2024: US$3.1 million)
.
Outstanding balances with Jardine Matheson group members
Amounts of outstanding balances with associates and joint ventures are included in associates and joint ventures, debtors and creditors
as appropriate (see Notes 12, 13 and 18). Balances with group companies of JMH are immaterial, unsecured and have no fixed terms
of repayment.
Directors’ emoluments
Details of Directors’ emoluments (being the key management personnel compensation) are shown on page 51 under the heading of
‘Remuneration Outcomes in 2025’.
28 Summarised Balance Sheet of the Company
Included below is certain summarised balance sheet information of the Company disclosed in accordance with Bermuda law.
2025 2024
US$m US$m
Net operating assets
Investments at cost
Unlisted shares in subsidiaries 4,506.7 4,481.7
Amounts due from subsidiaries 2,399.3 2,626.6
6,906.0 7,108.3
Creditors and other accruals (37.8) (34.5)
6,868.2 7,073.8
Total equity
Share capital (see Note 20) 215.9 220.7
Revenue and other reserves
Contributed surplus 1,614.7 1,892.1
Capital reserves 8.7 1.4
Revenue reserves 5,028.9 4,959.6
6,652.3 6,853.1
Shareholders’ funds 6,868.2 7,073.8
Subsidiaries are shown at cost less amounts provided.
The contributed surplus was set up on the formation of the Company in 1989 and, under the Bye-laws of the Company, is distributable.
Annual Report 2025 103
Notes to the Financial Statements
29 Principal Subsidiaries, Associates and Joint Ventures
The principal subsidiaries, associates and joint ventures of the Group at 31 December 2025 are set out below.
Attributable
interest
Place of
incorporation 2025 2024 Issued share capital Main activities
% %
Subsidiaries
Hongkong Land China Holdings Limited*
100 100
USD 200,000,000 Investment holding Bermuda
Hongkong Land International Holdings Ltd*
100 100
USD 200,000,000 Investment holding Bermuda
Hongkong Land Limited*
100 100
USD 12,000 Group management Bermuda
Blossom Noble (HK) Limited
100 100
HKD 156,000,001 Property investment Hong Kong
Grateful Point (HK) Limited
100 100
HKD 171,000,001 Property investment Hong Kong
The Hongkong Land Company, Limited
100 100
HKD 2,147,317,117 Investment holding Hong Kong
The Hongkong Land Property
Company, Limited
100 100
HKD 200 Property investment Hong Kong
HKL (Alexandra House) Limited
100 100
HKD 12,348,000,001 Property investment Hong Kong
HKL (Chater House) Limited
100 100
HKD 2,648,500,000 Property investment Hong Kong
HKL (Jardine House) Limited
100 100
HKD 17,362,000,001 Property investment Hong Kong
HKL (Landmark Hotel) Limited
100 100
HKD 2 Hotel investment Hong Kong
HKL (One EXSQ) Limited
100 100
HKD 17,120,000,001 Property investment Hong Kong
HKL (Podium) Limited
100 100
HKD 489,000,001 Property investment Hong Kong
HKL (Prince’s Building) Limited
100 100
HKD 2,227,266,988 Property investment Hong Kong
HKL (The Forum) Limited
100 100
HKD 1,876,592,818 Property investment Hong Kong
HKL (Three EXSQ) Limited
100 100
HKD 12,641,250,316 Property investment Hong Kong
HKL (Two EXSQ) Limited
100 100
HKD 16,639,000,001 Property investment Hong Kong
Hongkong Land (HK) Investments Limited
100 100
HKD 4,033,804,249 Investment holding Hong Kong
Hongkong Land (West Bund)
Development Limited
100 100
HKD 11,224,299,020 Investment holding Hong Kong
Violet Castle (HK) Limited
100 100
HKD 55,200,001 Property investment Hong Kong
Chengdu Premium Property
Development Company Limited
100 100
USD 699,980,000 Property investment Chinese mainland
Hongkong Land (Chongqing)
Investment and Holding Co Ltd
100 100
USD 2,200,000,000 Investment holding Chinese mainland
Hongkong Land (Chongqing North)
Development Co Ltd
100 100
HKD 3,240,000,000 Property investment Chinese mainland
Hongkong Land (Chongqing) Xingmao
Development Co. Ltd.
100 100
RMB 1,610,000,000 Property investment Chinese mainland
Hongkong Land (Shanghai) Asset
Management Co. Ltd.
100 100
RMB 50,000,000 Investment holding Chinese mainland
Wangfu Central Real Estate
Development Company Limited
84 84
RMB 3,500,000,000 Property investment Chinese mainland
HKL (Esplanade) Pte Limited
100 100
SGD 150,000,000 Property investment Singapore
HKL Treasury (Singapore) Pte. Ltd.
100 100
SGD 2 Finance Singapore
SGD 66,555,263
#
Hongkong Land (Singapore) Pte. Ltd.
100 100
SGD 100,000 Project management Singapore
SGD 498,146,411
#
The Hongkong Land Treasury
Services (Singapore) Pte. Ltd.
100 100
SGD 2 Finance Singapore
* Owned directly
#
Preference shares
Hongkong Land104
29 Principal Subsidiaries, Associates and Joint Ventures continued
Attributable
interest
Place of
incorporation 2025 2024 Issued share capital Main activities
% %
Subsidiaries continued
Hongkong Land (Premium
Developments) Limited
100 100
Riels 61,400,000,000 Property investment Cambodia
HKL (Thai Developments) Limited
100 100
Baht 2,592,000,000 Investment holding Thailand
HKL (Treasury Services) Limited
100 100
USD 1 Finance British Virgin
Islands
The Hongkong Land Notes
Company Limited
100 100
USD 2 Intra-group financing British Virgin
Islands
The Hongkong Land Finance
(Cayman Islands) Company Limited
100 100
USD 2 Intra-group financing Cayman Islands
Associates and joint ventures
Normelle Estates Limited
50 50
HKD 10,000 Property investment Hong Kong
Properties Sub F, Limited
49 49
MOP 1,000,000 Property investment Macau
Beijing Landmark Trinity Real Estate
Development Co Ltd
30 30
RMB 2,800,000,000 Property investment Chinese mainland
Chongqing Central Park Co Ltd
50 50
HKD 4,640,000,000 Property investment Chinese mainland
Chongqing Runyi Fenghe Property
Development Co. Ltd.
40 40
RMB 2,120,000,000 Property investment Chinese mainland
Chongqing Yirun Huacheng
Development Co. Ltd.
50 50
RMB 1,070,000,000 Property investment Chinese mainland
China West Premier Housing
Development Co Ltd
50 50
USD 569,960,000 Property investment Chinese mainland
Hangzhou Kesheng Property
Development Co Ltd
30 30
RMB 100,000,000 Property investment Chinese mainland
Hangzhou Keyi Property
Development Co Ltd
30 30
RMB 150,000,000 Property investment Chinese mainland
Nanjing Shengxiangyuan Property
Development Co Ltd
48 48
RMB 4,227,500,000 Property investment Chinese mainland
Nanjing Xinyeezhi Property
Development Co Ltd
50 50
USD 750,000,000 Property investment Chinese mainland
Shanghai Puchen Property Co. Ltd.
43 43
RMB 850,000,000 Property investment Chinese mainland
Shanghai Xinqiaogao Development Co. Ltd.
27 27
RMB 4,000,000,000 Property investment Chinese mainland
Shanghai Xujing Property Co., Ltd.
50 50
RMB 4,200,000,000 Property investment Chinese mainland
Shanghai Yibin Property Co. Ltd.
43 43
RMB 30,200,000,000 Property investment Chinese mainland
Shanghai Yihui Development Co. Ltd.
50 50
RMB 305,000,000 Property investment Chinese mainland
Suzhou Rongzhi Property
Development Co. Ltd.
40 40
RMB 400,000,000 Property investment Chinese mainland
Suzhou Yuanzhi Property
Development Co. Ltd.
53 53
RMB 1,200,000,000 Property investment Chinese mainland
BFC Development LLP
33 33
SGD N/A Property investment Singapore
One Raffles Quay Pte Ltd
33 33
SGD 6 Property investment Singapore
PT Jakarta Land
50 50
IDR 998,883,319,544 Property investment Indonesia
Central and Hongkong Land
Company Limited
49 49
THB 5,014,480,000 Property investment Thailand
Jardine Gibbons Properties Limited
40 40
BD 600,000 ‘A’ Property investment Bermuda
BD 400,000 ‘B’
Annual Report 2025 105
Notes to the Financial Statements
30 Material Accounting Policies
Basis of consolidation
i) The consolidated financial statements include the financial statements of the Company, its subsidiaries, and the Group’s interests in
associates and joint ventures.
ii) A subsidiary is an entity 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.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition
includes the fair value at the acquisition date of any contingent consideration. The Group recognises the non-controlling interest’s
proportionate share of the recognised identifiable net assets of the acquired subsidiary. In a business combination achieved in stages,
the Group remeasures its previously held interest in the acquiree at its acquisition-date fair value and recognises the resulting gain or
loss in profit and loss. Changes in a parent’s ownership interest in a subsidiary that do not result in the loss of control are accounted for
as equity transactions. When control over a previous subsidiary is lost, any remaining interest in the entity is remeasured at fair value
and the resulting gain or loss is recognised in profit and loss.
All material intercompany transactions, balances and unrealised surpluses and deficits on transactions between Group companies have
been eliminated.
iii) An associate is an entity, not being a subsidiary or joint venture, over which the Group exercises significant influence. A joint venture
is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint
venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the
relevant activities require unanimous consent of the parties sharing control.
Associates and joint ventures are included on the equity basis of accounting.
Profits and losses resulting from upstream and downstream transactions between the Group and its associates and joint ventures
are recognised in the consolidated financial statements only to the extent of unrelated investor’s interests in the associates and
joint ventures.
iv) Non-controlling interests represent the proportion of the results and net assets of subsidiaries and their associates and joint ventures
not attributable to the Group.
v) The results of subsidiaries, associates and joint ventures are included or excluded from their effective dates of acquisition or disposal,
respectively. The results of entities other than subsidiaries, associates and joint ventures are included to the extent of dividends received
when the right to receive such dividend is established.
Foreign currencies
Transactions in foreign currencies are accounted for at the exchange rates ruling at the transaction dates.
Assets and liabilities of subsidiaries, associates and joint ventures, together with all other monetary assets and liabilities expressed in foreign
currencies, are translated into United States dollars at the rates of exchange ruling at the year end. Results expressed in foreign currencies
are translated into United States dollars at the average rates of exchange ruling during the year, which approximate the exchange rates at
the dates of the transactions.
Exchange differences arising from the retranslation of the net investment in foreign subsidiaries, associates and joint ventures, and of
financial instruments which are designated as hedges of such investments, are recognised in other comprehensive income and accumulated
in equity under exchange reserves. On the disposal of these investments, such exchange differences are recognised in profit and loss.
All other exchange differences are recognised in profit and loss.
Goodwill and fair value adjustments arising on acquisition of a foreign entity after 1 January 2004 are treated as assets and liabilities of
the foreign entity and translated into United States dollars at the rate of exchange ruling at the year end.
Hongkong Land106
30 Material Accounting Policies continued
Impairment of non-financial assets
Assets that have indefinite useful lives are not subject to amortisation and are tested for impairment annually and whenever there is an
indication that the assets may be impaired. Assets that are subject to amortisation are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable. For the purpose of assessing impairment, assets are grouped
at the lowest level for which there is separately identifiable cash flows. Cash-generating units or groups of cash-generating units to
which goodwill has been allocated are tested for impairment annually and whenever there is an indication that the units may be impaired.
An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the
higher of an asset’s fair value less costs to sell and value in use. Non-financial assets other than goodwill that suffered an impairment are
reviewed for possible reversal of the impairment annually.
Fixed assets and depreciation
The building component of owner-occupied leasehold properties are stated at cost less accumulated depreciation and impairment.
Other fixed assets are stated at cost less amounts provided for depreciation.
Depreciation of fixed assets is calculated on the straight line basis to allocate the cost or valuation of each asset to its residual value over its
estimated useful life. The residual values and useful lives are reviewed at each balance sheet date. The estimated useful lives are as follows:
Buildings (remaining useful lives) 48 – 60 years
Hotel property 20 – 30 years
Furniture, equipment and motor vehicles 3 – 10 years
Where the carrying amount of a fixed asset is greater than its estimated recoverable amount, it is written down immediately to
its recoverable amount.
The profit or loss on disposal of fixed assets is recognised by reference to their carrying amount.
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
i) As a lessee
The Group enters into property leases for use as offices, as well as leases for motor vehicles for use in its operations.
The Group recognises right-of-use assets and lease liabilities at the lease commencement dates, that is the dates the underlying assets
are available for use. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment, and adjusted for
any remeasurement of lease liabilities. The cost of the right-of-use assets includes amounts of the initial measurement of lease liabilities
recognised, lease payments made at or before the commencement dates less any lease incentives received, initial direct costs incurred
and restoration costs. Right-of-use assets are depreciated using the straight-line method over the shorter of their estimated useful lives
and the lease terms.
When right-of-use assets meet the definition of investment properties, they are presented in investment properties, and are initially
measured at cost and subsequently measured at fair value, in accordance with the Group’s accounting policy.
The Group also has interests in leasehold land for use in its operations. Lump sum payments were made upfront to acquire these land
interests from their previous registered owners or governments in the jurisdictions where the land is located. There are no ongoing
payments to be made under the term of the land leases, other than insignificant lease renewal costs or payments based on rateable
value set by the relevant government authorities. These payments are stated at cost and are amortised over the term of the lease
which includes the renewal period if the lease can be renewed by the Group without significant cost.
Lease liabilities are measured at the present value of lease payments to be made over the lease terms. Lease payments include
fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on
an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price
of a purchase option reasonably certain to be exercised and payments of penalties for terminating a lease, if the lease term reflects the
Group exercising that option. The variable lease payments that do not depend on an index or a rate are recognised as expense in the
period on which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date
if the interest rate implicit in the lease is not readily determinable. Lease liabilities are measured at amortised cost using the effective
interest method. After the commencement date, the amount of lease liabilities is increased by the interest costs on the lease liabilities
and decreased by lease payments made .
Annual Report 2025 107
Notes to the Financial Statements
30 Material Accounting Policies continued
Leases continued
i) As a lessee continued
The carrying amount of lease liabilities is remeasured when there is a change in the lease term, or there is a change in future lease
payments arising from a change in an index or rate, or there is a change in the Group’s estimate of the amount expected to be payable
under a residual guarantee, or there is a change arising from the reassessment of whether the Group will be reasonably certain to
exercise an extension or a termination option. When the lease liability is remeasured, a corresponding adjustment is made to the
carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of right-of-use asset has been reduced
to zero.
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low value assets and short-term leases.
Low value assets comprised IT equipment and small items of office furniture. Short-term leases are leases with a lease term of
12 months or less. Lease payments associated with these leases are recognised on a straight-line basis as an expense in profit and
loss over the lease term.
Lease liabilities are classified as non-current liabilities unless payments are within 12 months from the balance sheet date.
ii) As a lessor
The Group enters into contracts with lease components as a lessor on its investment properties. These leases are operating leases as
they do not transfer the risk and rewards incidental to the underlying investment properties. The Group recognises the lease payments
received under these operating leases on a straight line basis over the lease term as part of revenue in the profit and loss.
Investment properties
Properties including those under operating leases which are held for long-term rental yields or capital gains are classified and accounted
for as investment properties, but the business model does not necessarily envisage that the properties will be held for their entire useful life.
Investment properties are carried at fair value, representing estimated open market value determined annually by independent qualified
valuers who have recent experience in the location and category of the investment property being valued. The market value of commercial
properties are calculated on the discounted net rental income allowing for reversionary potential. The market value of residential properties
are arrived at by reference to market evidence of transaction prices for similar properties. Changes in fair value are recognised in profit
and loss.
Owner-occupied portions of multi-purpose properties are accounted for as fixed assets unless the portion is considered insignificant, in
which case this portion is treated as part of investment properties.
Properties for sale
Properties for sale, which comprise land and buildings held for resale, are stated at the lower of cost and net realisable value. The cost of
properties for sale comprises land cost, construction and other development costs, and borrowing costs. A portion of the properties for sale
is leased out prior to sales to enhance shareholder profitability. These leased properties are classified and accounted for as properties held
for sale.
Debtors
Trade debtors are recognised initially at the amount of consideration that is unconditional and measured subsequently at amortised cost
using the effective interest method. A contract asset arises if the Group has a right to consideration in exchange for goods or services the
Group has transferred to a customer, that is conditional on something other than the passage of time. All other debtors, excluding derivative
financial instruments, are measured at amortised cost except where the effect of discounting would be immaterial. For trade debtors and
contract assets, the Group applied the simplified approach as permitted by IFRS 9, which requires expected lifetime losses to be recognised
from initial recognition of the debtors. Provision for impairment is established by considering potential financial difficulties of the debtor,
probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments. The carrying amount
of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in arriving at operating profit.
When a debtor is uncollectible, it is written off against the allowance account. Subsequent recoveries of amount previously written off are
credited to profit and loss.
Debtors with maturities greater than 12 months after the balance sheet date are classified under non-current assets .
Hongkong Land108
30 Material Accounting Policies continued
Cash and bank balances
Cash and deposits with banks, which are restricted in use (Restricted cash and bank balance’), are classified as cash and bank balances.
If such balances are restricted in use for a period exceeding one year, they are classified as part of other debtors.
For the purposes of the cash flow statement, cash and cash equivalents comprise deposits at call with banks and financial institutions,
bank and cash balances, and other liquid investments, with original maturities of three months or less, net of bank overdrafts. In the balance
sheet, bank overdrafts are included in current borrowings. Restricted cash and bank balances that are not available for use within three
months from the balance sheet date are excluded from cash and cash equivalents.
Provisions
Provisions are recognised when the Group has present legal or constructive obligations as a result of past events, it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligations, and a reliable estimate of the amount of the
obligations can be made.
Borrowings and borrowing costs
Borrowings are initially recognised at fair value, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortised
cost using the effective interest method.
Borrowing costs relating to major development projects are capitalised until the asset is substantially completed. Capitalised borrowing
costs are included as part of the cost of the asset. All other borrowing costs are expensed as incurred.
Borrowings are classified as current liabilities unless, at the end of the reporting period, the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the balance sheet date.
Current and deferred tax
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit and loss, except to the extent that it relates to
items recognised in other comprehensive income or direct in equity. In this case, the tax is also recognised in other comprehensive income
or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the
countries where the Group operates and generates 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.
Deferred tax is provided, using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and
their carrying values. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance
sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Provision for deferred tax is made on the revaluation of certain non-current assets and, in relation to acquisitions, on the difference between
the fair value of the net assets acquired and their tax base. Deferred tax is provided on temporary differences associated with investments
in subsidiaries, associates and joint ventures, except where the Group is able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets relating to the carry forward of unused
tax losses are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses can
be utilised.
Pension obligations
The Group operates a number of defined benefit and defined contribution plans, the assets of which are held in trustee administered funds.
Pension accounting costs for defined benefit plans are assessed using the projected unit credit method. Under this method, the costs of
providing pensions are charged to profit and loss spreading the regular cost over the service lives of employees in accordance with the
advice of qualified actuaries, who carry out a full valuation of major plans every year. Plan assets are measured at fair value.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in other
comprehensive income in the year in which they occur. Past service costs are recognised immediately in profit and loss.
The Group’s total contributions relating to the defined contribution plans are charged to profit and loss in the year to which they relate.
Annual Report 2025 109
Notes to the Financial Statements
30 Material Accounting Policies continued
Share-based compensation
The Company operates a number of equity-settled employee share award schemes. The fair value of the employee services received
in exchange for the grant of the share awards is recognised as an expense. The total amount to be expensed over the vesting period
is determined by reference to the fair value of the share awards granted as determined on the grant date. At each balance sheet date,
the Company revised its estimates of the number of share awards which will be vested free of payment. The impact of the revision of
original estimates, if any, is recognised in profit and loss.
Assets held for sale
Assets are classified as held for sale and stated at the lower of carrying amount and fair value less costs to sell if their carrying amounts are
expected to be recovered principally through a sale transaction rather than through continuing use. Once classified as held for sale, assets
are no longer amortised or depreciated.
Derivative financial instruments
The Group only enters into derivative financial instruments in order to hedge underlying exposures and not as speculative investments.
Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
remeasured at their fair value. The method of recognising the resulting gain or loss is dependent on the nature of the item being hedged.
The Group designates certain derivatives as a hedge of the fair value of a recognised asset or liability (fair value hedge), or a hedge
of a forecast transaction or of the foreign currency risk on a firm commitment (cash flow hedge), or a hedge of a net investment in
a foreign entity.
At inception of the hedge relationship, the Group documents the economic relationship between hedging instruments and hedged items
including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items.
The Group documents its risk management objective and strategy for undertaking its hedge transactions.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges and that are highly effective, are recognised
in profit and loss, along with any changes in the fair value of the hedged asset or liability that is attributable to the hedged risk. The gain or
loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings is recognised in profit and loss within finance costs,
together with changes in the fair value of the hedged fixed rate borrowings attributable to interest rate risk. The gain or loss relating to the
ineffective portion is recognised in profit and loss. When a hedging instrument expires or is sold, or when a hedge no longer meets the
criteria for hedge accounting, the cumulative adjustment to the carrying amount of a hedged item for which the effective interest method
is used is amortised to profit and loss over the residual period to maturity.
Changes in the fair value of derivatives that are designated and qualify as cash flow hedges and that are highly effective, are recognised in
other comprehensive income and accumulated in equity under hedging reserves. Changes in the fair value relating to the ineffective portion
is recognised immediately in profit and loss. Where the hedged item results in the recognition of a non-financial asset or of a non-financial
liability, the deferred gains and losses are included in the initial measurement of the cost of the asset or liability. The deferred amounts are
ultimately recognised in profit and loss as the hedged item affects profit and loss. Otherwise, amounts deferred in hedging reserves are
transferred to profit and loss in the same periods during which the hedged firm commitment or forecast transaction affects profit and loss.
The gain or loss relating to the effective portion of the interest rate swaps hedging variable rate borrowings is recognised in profit and loss
within finance cost 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 hedging reserves at that time
remains in the hedging reserves and is recognised when the committed or forecast transaction ultimately is recognised in profit and loss.
When a committed or forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in hedging reserves
is immediately transferred to profit and loss.
Certain derivative transactions, while providing effective economic hedges under the Group’s risk management policies, do not qualify for
hedge accounting under the specific rules in IFRS 9. Changes in the fair value of any derivative instruments that do not qualify for hedge
accounting under IFRS 9 are recognised immediately in profit and loss.
Hedges of net investments in foreign entities are accounted for on a similar basis to that used for cash flow hedges. Any gain or loss on the
hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated in exchange
reserves; the gain or loss relating to the ineffective portion is recognised immediately in profit and loss.
The fair value of derivatives which are designated and qualify as effective hedges are classified as non-current assets or liabilities if the
remaining maturities of the hedged assets or liabilities are greater than 12 months after the balance sheet date .
Hongkong Land110
30 Material Accounting Policies continued
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to
offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the
event of default, insolvency or bankruptcy of the company or the counterparty.
Non-trading items
Non-trading items are separately identified to provide greater understanding of underlying performance from continuing businesses. The
Group presents the profit and loss account in columnar format with analysis of underlying business performance and items outside of the
underlying business performance (non-trading items). The Group considers the following as non-trading items:
i) Items that are unrealised valuation changes, infrequent or one-off in nature. Such items include fair value gains or losses on revaluation
of investment properties, and equity and debt investments which are measured at fair value through profit and loss; gains and losses
arising from the sale of businesses, investments and properties; impairment of non-depreciable intangible assets, associates and
joint ventures and other investments; provisions for the restructuring or closure of businesses; acquisition-related costs in business
combinations; and other credits and charges of a non-recurring nature that require inclusion in order to provide additional insight into
underlying business performance.
ii) Result of non-strategic business. This relates to the profit or loss of business not aligned with the Group’s strategy and where there is
an explicit and announced intention to exit or wind-down the business.
Earnings per share
Basic earnings per share are calculated on profit attributable to shareholders and on the weighted average number of shares in issue and
outstanding during the year. The weighted average number excludes the shares held by the subsidiaries. For the purpose of calculating
diluted earnings per share, profit attributable to shareholders is adjusted for the effects of the conversion of dilutive potential ordinary
shares, and the weighted average number of shares is adjusted for the number of shares which are deemed to be issued for no
consideration under the share-based long-term incentive plans based on the average share price during the year.
Dividends
Dividends proposed or declared after the balance sheet date are not recognised as a liability at the balance sheet date.
Revenue recognition
i) Properties for sale
Revenue from properties for sale is recognised when or as the control of the property is transferred to the customer. Revenue consists of
the fair value of the consideration received and receivable, net of value added tax, rebates and discounts. Proceeds received in advance
for pre-sale are recorded as contract liabilities. Depending on the terms of the contract and the laws that apply to the contract, control of
the property may transfer over time or at a point in time.
If control of the property transfers over time, revenue is recognised over the period of the contract by reference to the progress towards
complete satisfaction of that performance obligation. Otherwise, revenue is recognised at a point in time when the customer obtains
control of the property.
The progress towards complete satisfaction of the performance obligation is measured based on the Group’s efforts or inputs to the
satisfaction of the performance obligation, by reference to the contract costs incurred up to the end of reporting period as a percentage
of total estimated costs for each contract.
For properties for sale under development and sales contract for which the control of the property is transferred at a point in time,
revenue is recognised when the customer obtains the physical possession or the legal title of the completed property and the Group
has present right to payment and the collection of the consideration is probable.
ii) Investment properties
Rental income from investment properties are accounted for on an accruals basis over the lease term.
iii) Service income and others
Revenue from property management service and hospitality service are recognised when services are performed provided that the
amount can be measured reliably.
Annual Report 2025 111
Notes to the Financial Statements
31 Standards and Amendments Issued But Not Yet Effective
A number of new standard and amendments effective for accounting periods beginning after 2025 have been published and will be adopted
by the Group from their effective dates. The Group is currently assessing the potential impact of these standard and amendments but
expects their adoption will not have a significant impact on the Group’s consolidated financial statements. The more important standard
and amendments that are relevant to the Group are set out below.
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7
(effective from 1 January 2026)
These amendments clarify i) the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some
financial liabilities settled through an electronic cash transfer system; ii) further guidance for assessing whether a financial asset meets the
solely payments of principal and interest criterion; iii) add new disclosures for certain instruments with contractual terms that can change
cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and
iv) update the disclosures for equity instruments designated at fair value through other comprehensive income. The Group is assessing the
impact on the Group’s consolidated financial statements.
IFRS 18 ‘Presentation and Disclosure in Financial Statements’ (effective from 1 January 2027)
The standard requires new presentation and disclosure in financial statements, which replaces IAS 1, with a focus on updates to the
statement of profit and loss. The key new concepts introduced in IFRS 18 relate to i) the structure of the statement of profit and loss with
defined subtotals; ii) requirement to determine the most useful structure summary for presenting expenses in the statement of profit and
loss; iii) required disclosures in a single note within the financial statements for certain profit and loss performance measures that are
reported outside an entity’s financial statements (that is, management-defined performance measures); and iv) enhanced principles on
aggregation and disaggregation which apply to the primary financial statements and notes in general. The Group is assessing the changes
on presentation and disclosure required in the Group’s consolidated financial statements.
32 Financial Risk Management
Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk),
credit risk and liquidity risk.
The Group’s treasury function co-ordinates financial risk management policies and their implementation on a group-wide basis. The Group’s
treasury policies are designed to manage the financial impact of fluctuations in interest rates and foreign exchange rates and to minimise
the Group’s financial risks. The Group uses derivative financial instruments, principally interest rate swaps, cross-currency swaps and
forward foreign exchange contracts as appropriate for hedging transactions and managing the Group’s assets and liabilities in accordance
with the Group’s financial risk management policies. Financial derivative contracts are executed between third party banks and the Group
entity that is directly exposed to the risk being hedged. Hedge accounting is applied to remove the accounting mismatch between the
hedging instrument and the hedged item. The effective portion of the change in the fair value of the hedging instrument is deferred into
the cash flow hedge reserve through other comprehensive income and will be recognised in profit and loss when the hedged item affects
profit and loss. The ineffective portion will be recognised in the profit and loss immediately. In general, the volatility in profit or loss can be
reduced by applying hedge accounting.
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to
ensure that an economic relationship exists between the hedged item and hedging instrument.
For hedges of foreign currency purchases, the Group enters into hedge relationships where the critical terms of the hedging instrument
match exactly with the terms of the hedged item. The Group assesses whether the derivative designated in each hedging relationship has
been and expected to be effective in offsetting changes in cash flows of the hedged item using the hypothetical derivative method.
Ineffectiveness may arise if the timing of the forecast transaction changes from what was originally estimated for hedges of foreign currency
purchases, or if there are changes in the credit risk of the Group or the derivative counterparty.
Hongkong Land112
32 Financial Risk Management continued
Financial risk factors continued
i) Market risk
Foreign exchange risk
Entities within the Group are exposed to foreign exchange risk from future commercial transactions, net investments in foreign
operations and net monetary assets and liabilities that are denominated in a currency that is not the entity’s functional currency.
Entities in the Group use cross-currency swaps and forward foreign exchange contracts in a consistent manner to hedge firm and
anticipated foreign exchange commitments and manage their foreign exchange risk arising from future commercial transactions.
The Group does not usually hedge its net investments in foreign operations except in circumstances where there is a material exposure
arising from a currency that is anticipated to be volatile and the hedging is cost effective. Group entities are required to manage their
foreign exchange risk against their functional currency. Foreign currency borrowings are swapped into the entity’s functional currency
using cross-currency swaps except where the foreign currency borrowings are repaid with cash flows generated in the same foreign
currency. The purpose of these hedges is to mitigate the impact of movements in foreign exchange rates on assets and liabilities and
the profit and loss account of the Group.
Currency risks as defined by IFRS 7 arise on account of monetary assets and liabilities being denominated in a currency that is
not the functional currency. At 31 December 2025, there are no significant monetary balances held by group companies that are
denominated in a non-functional currency other than the cross-currency swap contracts with contract amounts of US$1,500 million
(2024: US$2,100.0 million)
. Differences resulting from the translation of financial statements into the Group’s presentation currency
are not taken into consideration.
Since the Group manages the interdependencies between foreign exchange risk and interest rate risk of foreign currency borrowings
using cross-currency swaps, the sensitivity analysis on financial impacts arising from cross-currency swaps is included in the sensitivity
assessment on interest rates under the interest rate risk section.
Interest rate risk
The Group is exposed to interest rate risk through the impact of rate changes on interest bearing liabilities and assets. These exposures
are managed partly by using natural hedges that arise from offsetting interest rate sensitive assets and liabilities, and partly through
fixed rate borrowings and the use of derivative financial instruments such as interest rate swaps. The Group monitors interest rate
exposure on a monthly basis by currency and business unit, taking into consideration proposed financing and hedging arrangements.
The Group’s guideline is to maintain 40% to 60% of its gross borrowings in fixed rate instruments. At 31 December 2025, the Group’s
interest rate hedge was 59%
(2024: 68%)
with an average tenor of six years
(2024: six years)
. The interest rate profile of the Group’s
borrowings after taking into account hedging transactions are set out in Note 19.
Cash flow interest rate risk is the risk that changes in market interest rates will impact cash flows arising from variable rate financial
instruments. Borrowings at floating rates therefore expose the Group to cash flow interest rate risk. The Group manages this risk by
using forward rate agreements to a maturity of one year, and by entering into interest rate swaps for a maturity of up to five years.
Forward rate agreements and interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates.
Details of derivative financial statements are set out in Note 24.
Fair value interest rate risk is the risk that the value of a financial asset or liability and derivative financial instrument will fluctuate
because of changes in market interest rates. The Group manages its fair value interest rate risk by entering into interest rate swaps
which have the economic effect of converting borrowings from fixed rates to floating rates, to maintain the Group’s fixed rate
instruments within the Group’s guideline .
Annual Report 2025 113
Notes to the Financial Statements
32 Financial Risk Management continued
Financial risk factors continued
i) Market risk continued
Interest rate risk continued
At 31 December 2025, if interest rates had been 100 basis points higher/lower with all other variables held constant, the Group’s profit
after tax would have been US$6.0 million higher/lower
(2024: US$2.4 million higher/lower)
, and hedging reserve would have been
US$69.6 million higher/lower
(2024: US$80.6 million)
, as a result of fair value changes to cash flow hedges. The sensitivity analysis
has been determined assuming that the change in interest rates had occurred at the balance sheet date and had been applied to the
exposure to interest rate risk for both derivative and non-derivative financial instruments in existence at that date. The 100 basis point
increase or decrease represents management’s assessment of a reasonably possible change in those interest rates which have the most
impact on the Group, specifically the United States, Hong Kong, Chinese mainland and Singapore rates, over the period until the next
annual balance sheet date. In the case of effective fair value hedges, changes in fair value of the hedged item caused by interest rate
movements balance out in profit and loss account against changes in the fair value of the hedging instruments. Changes in market
interest rates affect the interest income or expense of non-derivative variable-interest financial instruments, the interest payments of
which are not designated as hedged items of cash flow hedges against interest rate risks. As a consequence, they are included in the
calculation of profit after tax sensitivities. Changes in the market interest rate of financial instruments that were designated as hedging
instruments in a cash flow hedge to hedge payment fluctuations resulting from interest rate movements affect the hedging reserves and
are therefore taken into consideration in the equity-related sensitivity calculations.
ii) Credit risk
The Group’s credit risk is primarily attributable to deposits with banks, credit exposures to customers and derivative financial
instruments with a positive fair value. The Group has credit policies in place and the exposures to these credit risks are monitored
on an ongoing basis.
The Group manages its deposits with banks and financial institutions and transactions involving derivative financial instruments by
monitoring credit ratings and capital adequacy ratios of counterparties, and limiting the aggregate risk to any individual counterparty.
The utilisation of credit limits is regularly monitored. Similarly transactions involving derivative financial instruments are with banks
with sound credit ratings and capital adequacy ratios. In developing countries it may be necessary to deposit money with banks that
have a lower credit rating, however the Group only enters into derivative transactions with counterparties which have credit ratings of
at least investment grade. Management does not expect any counterparty to fail to meet its obligations.
In respect of credit exposures to customers, the Group has policies in place to ensure that investment properties are leased principally to
corporate companies with appropriate credit history, and rental deposits in the form of cash or bank guarantee are usually received from
tenants. The Group receives progress payments from sales of residential properties to individual customers prior to the completion of
transactions. In the event of default by customers, the Group undertakes legal proceedings to recover the property. Amounts due from
associates and joint ventures are generally supported by the underlying assets.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet after deducting
any impairment allowance .
Hongkong Land114
32 Financial Risk Management continued
Financial risk factors continued
iii) Liquidity risk
Prudent liquidity risk management includes managing the profile of debt maturities and funding sources, maintaining sufficient cash,
and ensuring the availability of funding from an adequate amount of committed credit facilities and the ability to close out market
positions. The Group’s ability to fund its existing and prospective debt requirements is managed by maintaining diversified funding
sources with adequate committed funding lines from high quality lenders, and by monitoring rolling short-term forecasts of the Group’s
cash and gross debt on the basis of expected cash flows. In addition long-term cash flows are projected to assist with the Group’s
long-term debt financing plans.
At 31 December 2025, total committed and uncommitted borrowing facilities amounted to US$7,102.8 million
(2024: US$8,340.6 million)
of which US$6,141.7 million
(2024: US$6,165.3 million)
was drawn down. Undrawn committed facilities, in the form of revolving credit
and term loan facilities, totalled US$898.5 million
(2024: US$1,970.9 million)
. Undrawn uncommitted facilities in the form of revolving
credit loan facilities, amounted to US$62.6 million
(2024: US$204.4 million)
.
The following table analyses the Group’s non-derivative financial liabilities, including borrowings, trade and other creditors, tenants’
deposits, lease liabilities and gross-settled financial instruments into relevant maturity groupings based on the remaining period at
the balance sheet date to the contractual maturity date. Derivative financial liabilities are included in the analysis if their contractual
maturities are essential for an understanding of the timing of the cash flows. The amounts disclosed in the table are the contractual
undiscounted cash flows.
Within
one year
Between
one and
two years
Between
two and
three years
Between
three and
four years
Between
four and
five years
Beyond
five years
Total
undiscounted
cash flows
US$m US$m US$m US$m US$m US$m US$m
2025
Borrowings 505.7 1,086.6 1,298.8 640.6 907.7 2,744.7 7,184.1
Creditors 1,147.5 1,132.9 35.8 14.1 29.1 109.8 2,469.2
Gross settled derivative
financial instruments
– inflow 213.0 49.5 49.5 49.5 639.3 959.4 1,960.2
– outflow (279.4) (50.1) (50.1) (50.1) (636.6) (958.6) (2,024.9)
2024
Borrowings 1,033.9 629.1 951.4 734.1 443.8 3,548.8 7,341.1
Creditors 1,343.6 891.1 38.0 20.4 9.5 44.5 2,347.1
Gross settled derivative
financial instruments
– inflow 670.4 49.5 49.5 49.5 49.5 1,598.5 2,466.9
– outflow (669.4) (50.2) (50.2) (50.2) (50.2) (1,598.9) (2,469.1 )
Annual Report 2025 115
Notes to the Financial Statements
32 Financial Risk Management continued
Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern whilst seeking to
maximise benefits to shareholders and other stakeholders. Capital is equity as shown in the consolidated balance sheet plus net debt.
The Group actively and regularly reviews and manages its capital structure to ensure optimal capital structure and shareholder returns,
taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected
operating cash flows, projected capital expenditures and projected strategic investment opportunities. In order to maintain or adjust the
capital structure, the Group may adjust the amount of dividends paid to shareholders, purchase Group shares, return capital to shareholders,
issue new shares or sell assets to reduce debt.
The Group monitors capital on the basis of the Group’s consolidated gearing ratio and consolidated interest cover. The gearing ratio is
calculated as net debt divided by total equity. Net debt is calculated as total borrowings less bank balances (including balances classified
as asset held for sale). Interest cover is calculated as underlying plus build-to-sell operating profit and the Group’s share of underlying plus
build-to-sell operating profit of associates and joint ventures divided by net financing charges including the Group’s share of net financing
charges within associates and joint ventures. The Group does not have a defined gearing or interest cover benchmark or range.
The ratios at 31 December 2025 and 2024 are as follows:
2025 2024
Gearing ratio (%) 12 17
Interest cover (times) 4.6 3.6
Fair value estimation
i) Financial instruments that are measured at fair value in the balance sheet based on inputs other than
quoted prices in active markets that are observable for the asset or liability, either directly or indirectly
(observable current market transactions)
The fair values of derivative financial instruments are determined using rates quoted by the Group’s bankers at the balance sheet date.
The rates for interest rate swaps are calculated by reference to market interest rates.
Observable current
market transactions
2025 2024
US$m US$m
Assets
Derivative designated at fair value
– through other comprehensive income – 0.2
Liabilities
Derivative designated at fair value
– through other comprehensive income (73.2) (65.8)
– through profit and loss (65.8) –
(139.0) (65.8)
There were no changes in valuation techniques during the year .
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32 Financial Risk Management continued
Fair value estimation continued
ii) Financial instruments that are not measured at fair value
The fair values of current debtors, bank balances, current creditors, current borrowings and current lease liabilities are assumed to
approximate their carrying amounts due to the short-term maturities of these assets and liabilities.
The fair values of long-term borrowings are based on market prices or are estimated using the expected future payments discounted
at market interest rates. The fair values of non-current lease liabilities are estimated using the expected future payments discounted at
market interest rates.
Financial instruments by category
The fair values of financial assets and financial liabilities, together with carrying amounts at 31 December 2025 and 2024 are as follows:
Fair value of
derivatives
Financial
assets at
amortised
costs
Other
financial
liabilities
Total
carrying
amount Fair value
US$m US$m US$m US$m US$m
2025
Financial assets not measured at fair value
Amounts due from associates and joint ventures – 1,430.6 – 1,430.6 1,430.6
Debtors – 219.0 – 219.0 219.0
Bank balances – 2,552.0 – 2,552.0 2,552.0
– 4,201.6 – 4,201.6 4,201.6
Financial liabilities measured at fair value
Derivative financial instruments (139.0) – – (139.0) (139.0)
Financial liabilities not measured at fair value
Borrowings – – (6,141.7) (6,141.7) (6,074.4)
Creditors – – (2,469.2) (2,469.2) (2,469.2)
– – (8,610.9) (8,610.9) (8,543.6)
2024
Financial assets measured at fair value
Derivative financial instruments 0.2 – – 0.2 0.2
Financial assets not measured at fair value
Amounts due from associates and joint ventures – 1,915.3 – 1,915.3 1,915.3
Debtors – 235.9 – 235.9 235.9
Bank balances – 1,073.4 – 1,073.4 1,073.4
– 3,224.6 – 3,224.6 3,224.6
Financial liabilities measured at fair value
Derivative financial instruments (65.8) – – (65.8) (65.8)
Financial liabilities not measured at fair value
Borrowings – – (6,165.3) (6,165.3) (5,935.6)
Creditors – – (2,347.1) (2,347.1) (2,347.1)
– – (8,512.4) (8,512.4) (8,282.7)
Annual Report 2025 117
Notes to the Financial Statements
33 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 according to circumstances and conditions available.
The existing and potential impacts arising from climate change have been considered when applying estimates and assumptions in the
preparation of the financial statements, including the Group’s assessment of impairment of assets and the independent valuers’ valuation
of the Group’s investment properties.
The estimates and assumptions that have a significant effect on the reported amounts of assets and liabilities, and income and expenses are
discussed below.
Significant areas of estimation uncertainty
Acquisition of subsidiaries, associates and joint ventures
The initial accounting on the acquisition of subsidiaries, associates and joint ventures involves identifying and determining the fair values
to be assigned to the identifiable assets, liabilities and contingent liabilities of the acquired entities. The fair values of tangible assets,
right-of-use assets and investment properties are determined by independent valuers by reference to market prices or present value of
expected net cash flows from the assets. Any changes in the assumptions used and estimates made in determining the fair values, and
management’s ability to measure reliably the contingent liabilities of the acquired entity will impact the carrying amount of these assets
and liabilities.
On initial acquisition or acquisition of further interests in an entity, an assessment of the level of control or influence exercised by the Group
is required. For entities where the Group has a shareholding of less than 50%, an assessment of the Group’s level of voting rights, board
representation and other indicators of influence is performed to consider whether the Group has de facto control, requiring consolidation
of that entity, or significant influence, requiring classification as an associate, or joint control, requiring classification as a joint venture.
Investment properties
The fair values of investment properties are determined by independent valuers on an open market for existing use basis calculated on
the discounted net income allowing for reversionary potential. For investment properties in Hong Kong, Chinese mainland and Singapore,
capitalisation rates in the range of 2.90% to 6.00% for office
(2024: 2.90% to 3.50%)
and 3.50% to 5.00% for retail
(2024: 3.50% to 5.00%)
are
used in the fair value determination.
Consideration has been given to assumptions that are mainly based on market conditions existing at the balance sheet date and appropriate
capitalisation rates. These estimates are regularly compared to actual market data and actual transactions entered into by the Group.
The independent valuers have considered climate change, sustainability, resilience and environmental, social and governance (ESG) within
their valuations. Properties held by the Group are considered to currently display ESG characteristics that would be expected in the market,
and therefore there were no direct and tangible pricing adjustments required to the valuation of investment properties. The Group will
monitor these considerations for each reporting period.
Properties for sale
The Group assesses the carrying amounts of properties for sale held by both subsidiaries and joint ventures according to their estimated net
realisable value, taking into account construction costs to complete based on the existing development plans, and an estimation of future
selling prices based on properties of comparable locations and conditions. Write-downs are made when events or changes in circumstances
indicate that the carrying amounts may not be realised.
Given the significant market volatility in the Chinese mainland property market, the Group considers that selling price is a significant
estimate in determining the net realisable value of certain properties for sale.
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33 Critical Accounting Estimates and Judgements continued
Significant areas of estimation uncertainty continued
Impairment of assets
Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds
its recoverable amount. The recoverable amount of an asset or a cash generating unit is determined based on the higher of its fair value
less costs to sell and its value-in-use, calculated on the basis of management’s assumptions and estimates. Changing the key assumptions,
including the discount rates or the growth rate assumptions in the cash flow projections, could materially affect the value-in-use calculations.
Significant areas of judgement
Impairment of financial assets
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement
in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s past history, existing market
conditions as well as forward looking estimates at the balance sheet date (see Note 13).
Income taxes
The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the worldwide provision
for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary
course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences
will impact the income tax and deferred tax provisions in the period in which such determination is made.
Provision of deferred tax follows the way management expects to recover or settle the carrying amount of the related assets or liabilities,
which the management may expect to recover through use, sale or combination of both. Accordingly, deferred tax will be calculated
at income tax rate, capital gains tax rate or combination of both. There is a rebuttable presumption in International Financial Reporting
Standards that investment properties measured at fair value are recovered through sale. Thus deferred tax on revaluation of investment
properties held by the Group are calculated at the capital gain tax rate.
Recognition of deferred tax assets, which principally relate to tax losses, depends on the management’s expectation of future taxable profit
that will be available against which the tax losses can be utilised. The outcome of their actual utilisation may be different.
Revenue recognition
The Group uses the percentage of completion method to account for its contract revenue of certain properties sales. The stage of
completion is measured by reference to the contract costs incurred to date compared to the estimated total costs for the contract.
Significant assumptions are required to estimate the total contract costs and the recoverable variation works that affect the stage of
completion and the contract revenue respectively. In making these estimates, management has relied on past experience and the work
of specialists.
Non-trading items
The Group uses underlying business performance in its internal financial reporting to distinguish between the underlying profits and
non-trading items. The identification of non-trading items requires judgement by management, but follows the consistent methodology
as set out in the Group’s accounting policies.
Annual Report 2025 119
To the Members of Hongkong Land Holdings Limited
(incorporated in Bermuda with limited liability)
Report on the Audit of the Consolidated Financial Statements
Opinion
What we have audited
The consolidated financial statements of Hongkong Land Holdings Limited (the ‘Company’) and its subsidiaries (the ‘Group’), included within the
Annual Report, which comprise:
• the Consolidated Balance Sheet at 31 December 2025;
• the Consolidated Profit and Loss Account for the year then ended;
• the Consolidated Statement of Comprehensive Income for the year then ended;
• the Consolidated Statement of Changes in Equity for the year then ended;
• the Consolidated Cash Flow Statement for the year then ended; and
• the Notes to the Financial Statements, comprising material accounting policy information and other explanatory information.
Certain required disclosures have been presented elsewhere in the Annual Report, rather than in the notes to the consolidated financial statements.
These disclosures are cross-referenced from the consolidated financial statements and are identified as audited.
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 31 December
2025, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting
Standards as issued by the International Accounting Standards Board (‘IASB’).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (‘ISAs’). 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 International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (‘IESBA Code’) as applicable to audits of financial
statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with the IESBA Code.
Our Audit Approach
Overview
Materiality
• Overall Group materiality: US$308 million
(2024: US$299 million)
, based on 1%
(2024: 1%)
of the net assets.
• Specific Group materiality, applied to balances and transactions not related to investment properties: US$31 million
(2024: US$26 million)
, based
on 5% adjusted consolidated profit before tax of the Group
(2024: 5% of consolidated underlying profit before tax of the Group)
.
Audit scope
• Full scope audits of the complete financial information were performed on 22 entities, including 11 subsidiaries and 11 joint ventures.
• Audits of specific balances and transactions and specified procedures were performed on other subsidiaries, joint ventures and associates.
• These entities, together with procedures performed on centralised functions and at the Group level (on the consolidation and other areas of
significant judgement), accounted for 85% of the Group’s revenue, 96% of the Group’s profit before tax, 97% of the Group’s underlying profit
before tax and 99% of the Group’s net assets.
Independent Auditor’s Report
Hongkong Land120
Our Audit Approach continued
Key audit matters identified in our audit are summarised as follows:
• Valuation of investment properties held by the Group and its joint ventures; and
• Recoverability of properties for sale held by the Group and its joint ventures.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated financial statements.
In particular, we considered where the Directors made subjective judgements; for example, in respect of significant accounting estimates that
involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of
management override of internal controls, including among other matters, consideration of whether there was evidence of bias by the Directors
that represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the
consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered
material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the
consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine
the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and
in aggregate on the consolidated financial statements as a whole.
Overall group materiality US$308 million
(2024: US$299 million)
.
How we determined it 1% of net assets of the Group
(2024: 1% of net assets of the Group)
Rationale for the materiality
benchmark applied
A key determinant of the Group’s value is investment property. As net assets is the primary measure
used by the shareholders in assessing the performance of the Group, we set an overall Group
materiality level based on net assets.
We set a specific materiality level of US$31 million
(2024: US$26 million)
, which was applied to balances and transactions not related to investment
properties. This was based upon 5% of the Group’s consolidated profit before tax for the year ended 31 December 2025 and adjusted by certain
non-trading items
(2024: 5% of the Group’s consolidated underlying profit before tax for the year ended 31 December 2024)
. In arriving at this
judgement, we had regard to the fact that adjusted profit before tax is one of the primary financial indicators of the Group.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit in respect of the investment property
related items above US$10 million
(2024: US$10 million)
as well as misstatements below this amount that in our view, warranted reporting
for qualitative reasons. For all other account balances and transaction, we agreed with the Audit Committee that we would report to them
misstatements identified during our audit above US$1.5 million
(2024: US$1.3 million)
as well as misstatements below this amount that in
our view, warranted reporting for qualitative reasons.
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.
Annual Report 2025 121
Independent Auditor’s Report
Key Audit Matters continued
Key Audit Matter How our audit addressed the Key Audit Matter
Valuation of investment properties held by
the Group and its joint ventures
Refer to Note 33 (Critical Accounting Estimates and Judgements),
Note 11 (Investment Properties) and Note 12 (Associates and joint
ventures) to the consolidated financial statements.
The fair value of the Group’s investment properties amounted
to US$24,874.2 million at 31 December 2025, with a revaluation
gain of US$514.2 million recognised as a non-trading item in the
Consolidated Profit and Loss Account for the year. The Group’s
property portfolio principally consists of commercial properties.
The Group also has significant interest in investment properties
held by its joint ventures.
The valuation of the Group’s investment property portfolio is
inherently subjective due to, among other factors, the individual
nature of each property, its location, prevailing market rents and the
expected future rentals for that particular property.
The valuations were carried out by third party valuers (the ‘valuers’).
The valuers were engaged by the management, and performed
their work in accordance with the International Valuation Standards.
Valuations of the commercial properties were principally derived
using the income capitalisation method. There is an inherent
estimation uncertainty and judgement involved in determining
a property’s fair value as the valuers and management make
assumptions, in particular in respect of capitalisation rates and
prevailing market rents.
The valuation of the under development commercial properties is
derived using the residual method. There is an inherent estimation
uncertainty and judgement is involved in determining the gross
development value, estimated costs to complete and expected
developer’s profit margin.
We focused on the valuation of investment properties due to the
significant judgements and estimates involved in determining
the valuations.
We understood management’s controls and processes for
determining the valuation of investment properties and assessed
the inherent risk of material misstatement by considering the degree
of estimation uncertainty and the judgement involved in determining
assumptions to be applied.
We assessed the valuers’ qualifications and their expertise and read
the terms of engagement with the Group to determine whether there
were any matters that might have affected their objectivity or may have
imposed scope limitations upon their work. We found no evidence to
suggest that the objectivity of the valuers in their performance of the
valuations was compromised or that their scope was limited in any way.
Our work focused on the highest value properties in the portfolio,
in particular the commercial properties located in Hong Kong.
We read a sample of the valuation reports covering the majority
of the Group’s investment property portfolio to consider whether the
valuation methodology used was appropriate in determining the fair
value. We performed testing, on a sample basis, of the input data used
in the valuations to assess the accuracy of the property information
supplied to the valuers by management, which included comparing
lease data to tenancy agreements and other supporting documents.
We evaluated certain controls over the valuation process of the
Group’s investment property portfolio, including the data used in
the valuations.
With the support of our valuation experts, we attended meetings
with the valuers at which the valuations, methodology, key
assumptions used, and climate change risk considerations were
discussed. We compared the capitalisation rates used by the valuers
with an estimated range of expected rates, determined via reference
to published benchmarks and market information. We assessed
the year-on-year movements in fair value with reference to publicly
available information and rentals with reference to prevailing market
conditions. We assessed the capitalisation rates and prevailing market
rents used were appropriate against relevant recent transactions.
With the support of our valuation experts, we challenged the external
valuers regarding the recent market transactions and expected rental
values used in their valuations and the extent to which they took into
account the impact of climate change and related risk considerations.
In respect of the valuation of the under development commercial
properties, we assessed the appropriateness of certain assumptions
adopted in the assessment of the gross development value by
comparing them with available market data on capitalisation rates
and unit rentals. We compared the developer’s profit to the market
norm and evaluated the estimated construction costs to complete
against approved budgets.
Based on the procedures performed, we found the key assumptions
used in the valuations were supportable.
We also assessed the adequacy of the disclosures related to
investment properties and related fair value measurements in
the context of IFRS Accounting Standards. We are satisfied that
appropriate disclosure has been made.
Hongkong Land122
Key Audit Matters continued
Key Audit Matter How our audit addressed the Key Audit Matter
Recoverability of properties for sale held by
the Group and its joint ventures
Refer to Note 33 (Critical Accounting Estimates and Judgements),
Note 15 (Properties for sale) and Note 12 (Associates and joint
ventures) to the consolidated financial statements.
The carrying amount of the Group’s properties for sale amounted
to US$1,014.5 million at 31 December 2025. The Group also has
significant interest in properties for sale held by its joint ventures.
Management assessed the recoverability of the properties for sale
held by the Group and its joint ventures based on estimates of the
net realisable values of the underlying properties. The determination
of these net realisable values involved making estimates in respect
of: the expected selling prices of the properties based on prevailing
market conditions, such as current market prices for properties of
comparable location and condition; estimated costs necessary to
make the sales; and the estimated construction costs required to
complete the properties based on existing development plans,
where applicable.
Where the estimated net realisable value of the underlying properties
were determined to be below the carrying value due to changes in
market conditions and/or significant variations in the development
plans, write-down provisions were recorded during the year totalling
US$313.6 million attributable to subsidiaries and US$60.0 million
attributable to joint ventures.
We focused on the recoverability of properties for sale due to the
significant judgements and estimates involved in determining the
estimated net realisable values for certain properties as a result of
changes in market conditions.
We understood management’s controls and processes for
determining the net realisable value of properties for sale and
assessed the inherent risk of material misstatement by considering
the degree of estimation uncertainty and the judgement involved in
determining assumptions to be applied.
We understood the controls over cost budgeting and monitoring of
estimated costs to complete.
We assessed management’s consideration of the recoverability
of properties for sale, which included assessing the reasonableness
of certain assumptions and estimates used.
We compared, on a sample basis, estimated selling prices
to the contracted selling prices of the underlying properties,
management-approved price lists and/or latest market prices
of properties in comparable locations and condition.
We assessed the assumptions made on the estimated costs
necessary to make the sales by referencing historical benchmarks
and market information.
We assessed the estimated costs to complete the properties by
comparing the total costs to the latest approved budget and tested,
on a sample basis, the estimated construction costs to committed
contracts and other supporting information.
Based on the procedures performed and available evidence, we found
the key assumptions applied in determining the net realisable values
of the underlying properties to be supportable.
We also assessed the disclosures in Note 1 ‘Basis of preparation’,
which relate to properties for sale.
How We Tailored Our Group Audit Scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements
as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industries in which the Group operates.
The Group’s accounting processes are structured around finance functions which are responsible for their own accounting records and controls,
which in turn report financial information to the Group’s finance function to enable it to prepare consolidated financial statements.
In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed by members of the Group
engagement team or by component auditors from member firms within the PwC Network and other auditors operating under our instruction.
Where the work was performed by component auditors, we determined the level of involvement necessary for us to have in the audit work at those
components to be able to conclude whether sufficient, appropriate audit evidence had been obtained as a basis for our opinion on the financial
statements as a whole. The Group engagement team was involved in the significant reporting entities in scope for Group reporting during the
audit cycle through a combination of meetings, visits and conference calls. The engagement partner and other senior team members undertook
a number of visits to Shanghai and Chengdu during the year to direct and oversee the audit, along with regular communication through conference
calls and on site review of the work of component teams in those locations.
Full scope audits of the complete financial information were performed on 22 entities, including 11 subsidiaries and 11 joint ventures. Additionally,
audits of specific balances and transactions and specified procedures were performed on other subsidiaries, joint ventures and associates. These
entities, together with procedures performed on centralised functions and at the Group level (on the consolidation and other areas of significant
judgement), accounted for 85% of the Group’s revenue, 96% of the Group’s profit before tax, 97% of the Group’s underlying profit before tax and
99% of the Group’s net assets.
This gave us the evidence we needed for our opinion on the consolidated financial statements as a whole.
Annual Report 2025 123
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.
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 Directors and the Audit Committee for the Consolidated Financial Statements
As explained more fully in the Responsibility Statements and the Corporate Governance section in the Annual Report, 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 IFRS Accounting
Standards as issued by the IASB, 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 assists the Directors in discharging their responsibilities 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. Reasonable assurance is a high level
of assurance, but it’s not a guarantee that an audit conducted in accordance with ISAs 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.
As part of an audit in accordance with ISAs, 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.
• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.
Hongkong Land124
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements continued
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.
Use of this Report
This report, including the opinion, has been prepared for and only for the Company’s members as a body in accordance with Section 90 of the
Companies Act 1981 (Bermuda) and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown or into whose hands it may come, including without limitation under any contractual
obligations of the Company, save where expressly agreed by our prior consent in writing.
The engagement partner on the audit resulting in this independent auditor’s report is Ng Ka Ho.
Other Matter
The Company is required by the United Kingdom Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these
consolidated financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R
and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditor’s report provides no assurance over whether the
structured digital format annual financial report has been prepared in accordance with those requirements.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong
5 March 2026
Annual Report 2025 125
Five Year Summary
2021 2022 2023 2024 2025
US$m US$m US$m US$m US$m
Profit/(loss) attributable to shareholders (349) 203 (582) (1,385) 1,263
Underlying profit attributable to shareholders* 966 776 734 499 458
Investment properties 28,600 28,054 26,687 24,760 24,874
Net debt 5,104 5,817 5,371 5,088 3,577
Shareholders’ funds 34,584 33,303 31,965 29,940 30,798
US$ US$ US$ US$ US$
Net asset value per share 15.05 14.95 14.49 13.57 14.30
Underlying Earnings/Adjusted Free
Cashflow/Dividends per Share (US
¢
)
Net Asset Value per Share (US$)
2025
14.30
13.57
2021 2022 2023 2024
15.05
14.95
14.49
20252021 2022 2023 2024
41.49
22.00
34.44
22.00
33.15
22.00
22.60*
23.00
36.62
20.98
25.00
37.08
DividendsUnderlying earnings
Adjusted free cashflow
#
* Following the strategic shift in the business direction to wind down the build-to-sell segment, certain operations and assets within this segment have
been identified as non-strategic, while others have been reallocated to the Prime Properties Investment segment. Accordingly, the profit and loss of the
build-to-sell segment are presented within non-trading items for 2024 and 2025. Underlying profit attributable to shareholders for 2021 to 2023 continued
to include the profit and loss from the build-to-sell segment.
#
Cash flows from operating activities adjusted to include maintenance capital expenditure and net cash flows from build-to-sell segment associates and
joint ventures. The metric excludes net proceeds from capital recycling via disposals.
Hongkong Land126
Responsibility Statements
The Directors of the Company, whose names and functions are listed in the Directors’ Profiles section of the Company’s 2025
Annual Report, confirm that, to the best of their knowledge:
a. the consolidated financial statements prepared in accordance with International Financial Reporting Standards, including
International Accounting Standards and Interpretations as issued by the International Accounting Standards Board, give a
true and fair view of the assets, liabilities, financial position and profit or loss of the Group; and
b. the Chairman’s Statement, Chief Executive’s Review, Financial Review and the description of Principal Risks and Uncertainties
facing the Group as set out in the Company’s 2025 Annual Report, which constitute the management report required by
the Disclosure Guidance and Transparency Rule 4.1.8, include a fair review of all information required to be disclosed
under Rules 4.1.8 to 4.1.11 of the Disclosure Guidance and Transparency Rules issued by the Financial Conduct Authority
in the United Kingdom.
For and on behalf of the Board
Michael T. Smith
Craig Beattie
Directors
5 March 2026
Annual Report 2025 127
Shareholder Information
Financial Calendar
2025 full-year results announced 5 March 2026
Shares quoted ex-dividend 19 March 2026
Share registers closed 23 to 27 March 2026
Annual General Meeting to be held 7 May 2026
2025 final dividend payable 13 May 2026
2026 half-year results to be announced 28 July 2026*
Shares quoted ex-dividend 20 August 2026*
Share registers to be closed 24 to 28 August 2026*
2026 interim dividend payable 14 October 2026*
* Subject to change
Dividends
Shareholders will receive cash dividends in United States Dollars, except when elections are made for alternate currencies in the following
circumstances.
Shareholders on the Jersey Branch Register
Shareholders registered on the Jersey branch register can elect for their dividends to be paid in Pounds Sterling. These shareholders may make
new currency elections for the 2025 final dividend by notifying the United Kingdom transfer agent in writing by 24 April 2026. The Pounds Sterling
equivalent of dividends declared in United States Dollars will be calculated based on the exchange rate prevailing on 29 April 2026.
Shareholders holding their shares through CREST in the United Kingdom will receive cash dividends in Pounds Sterling only, as calculated above.
Shareholders on the Singapore Branch Register who hold their shares through The Central Depository (Pte) Limited
(CDP)
Shareholders enrolled in CDP’s Direct Crediting Service (DCS)
Those shareholders enrolled in CDP’s DCS will receive their cash dividends in Singapore Dollars unless they opt out of CDP Currency Conversion
Service, through CDP, to receive United States Dollars.
Shareholders not enrolled in CDP’s DCS
Those shareholders not enrolled in CDP’s DCS will receive their cash dividends in United States Dollars unless they elect, through CDP, to receive
Singapore Dollars.
Registrars and Transfer Agent
Shareholders should address all correspondence with regard to their shareholdings or dividends to the appropriate registrar or transfer agent.
Principal Registrar
Jardine Matheson International Services Limited, P.O. Box HM 1068, Hamilton HM EX, Bermuda
Jersey Branch Registrar
MUFG Corporate Markets (Jersey) Limited, IFC 5, St Helier, Jersey JE1 1ST, Channel Islands
Singapore Branch Registrar
Boardroom Corporate & Advisory Services Pte. Ltd., 1 Harbourfront Avenue, Keppel Bay Tower #14-07, Singapore 098632
United Kingdom Transfer Agent
MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom
Press releases and other financial information can be accessed through the internet at www.hkland.com.
Hongkong Land128
Principal Registered Offices
Hongkong Land Holdings Limited
Jardine House
33-35 Reid Street
Hamilton HM 12
Bermuda
Tel +1441 292 0515
E-mail: gpobox@hkland.com
Philip A. Barnes
Hongkong Land Limited
8/F, One Exchange Square
Hong Kong
Tel +852 2842 8428
E-mail: gpobox@hkland.com
Michael T. Smith
Hongkong Land (Shanghai) Management Company Limited
No. 2599 Longteng Avenue
Xuhui District
Shanghai 200232
China
Tel +86 21 2020 0086
E-mail: gpobox.sh@hkland.com
Eric Chen
Hongkong Land (Singapore) Pte. Ltd.
One Raffles Quay
#19-10 South Tower
Singapore 048583
Tel +65 6238 1121
E-mail: gpobox.sg@hkland.com
Michelle Ling
Annual Report 2025 129
Report of the Valuers
To Hongkong Land Holdings Limited
Dear Sirs
Revaluation of Investment Properties Held under Freehold and Leasehold
Further to your instructions, we have valued in our capacity as external valuers the investment properties held under freehold
and leasehold as described in the consolidated financial statements of Hongkong Land Holdings Limited. We are of the opinion
that the market value of the investment properties held under freehold in Cambodia and leasehold in China, Hong Kong and
Singapore as at 31 December 2025, totalled US$24,058,500,000 (United States Dollars Twenty Four Billion Fifty Eight Million Five
Hundred Thousand).
Our valuations were prepared in accordance with the International Valuation Standards by the International Valuation Standards
Council and The HKIS Valuation Standards by The Hong Kong Institute of Surveyors.
We have inspected the properties without either making structural surveys or testing the services. We have been supplied with
details of tenure, tenancies and other relevant information.
In arriving at our opinion, each property was valued individually, on market value basis, calculated on the net income allowing for
reversionary potential, however no allowance has been made for expenses of realisation or for taxation which might arise in the
event of disposal.
Yours faithfully
Jones Lang LaSalle Limited
Hong Kong, 30 January 2026
Hongkong Land130
Major Property Portfolio
at 31 December 2025
Attributable
interest Location Status
Lettable area of the property (100% basis)
Total Office Retail
Lodging
and others
*
% (in thousands of square metres)
Alexandra House 100 Hong Kong Completed 34 30 4 –
Chater House 100 Hong Kong Completed 43 39 4 –
Exchange Square 100 134
One Exchange Square Hong Kong Completed 49 – –
Two Exchange Square Hong Kong Completed 47 – –
Three Exchange Square Hong Kong Completed 30 – –
Podium Hong Kong Completed – 4 –
The Forum Hong Kong Completed 4 – –
Jardine House 100 Hong Kong Completed 63 59 4 –
Gloucester Tower 100 Hong Kong Completed 41 40 1 –
Landmark Atrium 100 Hong Kong Completed 16 – 16 –
Edinburgh Tower 100 Hong Kong Completed 44 32 – 12
York House 100 Hong Kong Completed 10 10 – –
Prince’s Building 100 Hong Kong Completed 44 35 9 –
ONE CENTRAL MACAU 49 Macau Completed 44 – 15 29
WF CENTRAL 84 Beijing Completed 53 – 38 15
CBD Z3 Site 30 Beijing Under development 126 117 9 –
Chengdu The Ring 100 Chengdu Completed 101 16 50 35
Chongqing MIXC CENTRAL 50/40 Chongqing Under development 98 – 98 –
Chongqing The Ring 100 Chongqing Completed 77 – 77 –
Chongqing The Ring Garden City 50 Chongqing Completed 78 – 78 –
Chongqing O’Lane 100 Chongqing Completed 17 – 17 –
Chongqing Landmark Riverside Park 50 Chongqing Completed 51 – 51 –
Hangzhou The Ring 30 Hangzhou Under development 94 – 55 39
JLC 50 Nanjing Completed 129 85 44 –
Nanjing The Ring Garden City 48 Nanjing Under development 67 – 45 22
Shanghai The Ring Live Galaxy Midtown 27 172
Shanghai Completed 25 31 31
Shanghai Under development 83 2 –
Shanghai LCM 50 Shanghai Completed 96 34 62 –
Westbund CENTRAL 43 1,006
Shanghai Completed 79 10 38
Shanghai Under development 571 131 177
Irvine Bay 50 Shanghai Completed 10 – – 10
SZ CENTRAL 53/40 Suzhou Under development 101 – 68 33
One Raffles Link 100 Singapore Completed 29 22 7 –
One Raffles Quay 33 Singapore Completed 123 122 1 –
Marina Bay Financial Centre 33 159
Tower 1 Singapore Completed 56 3 –
Tower 2 Singapore Completed 94 6 –
World Trade Centre 50 Jakarta Completed 208 191 17 –
EXCHANGE SQUARE 100 Phnom Penh Completed 26 17 9 –
British Embassy Site 49 Bangkok Under development 194 56 98 40
* Lodging includes serviced apartment and hotel
Annual Report 2025 131
Hongkong Land Holdings Limited
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