Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 3,151,747,000, a significant increase from HKD 147,109,000 in the same period last year[2] - Gross profit for the period was HKD 103,318,000, compared to HKD 99,579,000 in the previous year, reflecting a growth of approximately 3.5%[3] - The operating loss after the valuation changes of investment properties was HKD 472,005,000, a decrease from an operating profit of HKD 475,382,000 in the prior year[5] - The loss attributable to equity shareholders for the period was HKD 490,874,000, compared to a profit of HKD 457,088,000 in the same period last year[7] - Basic and diluted loss per share was HKD 1.36, down from earnings of HKD 1.27 per share in the previous year[8] - For the six months ended September 30, 2024, the group's operating profit before valuation changes was HKD 96.8 million, an increase of approximately 4.1% compared to the same period last year[35] - The group recorded a valuation loss of HKD 568.8 million for the six months ended September 30, 2024, compared to a valuation gain of HKD 382.4 million in the same period last year[35] - Interest income for the six months ended September 30, 2024, was HKD 10.459 million, slightly down from HKD 10.515 million in the previous year[22] - The current tax expense for the six months ended September 30, 2024, was HKD 9.251 million, an increase from HKD 8.817 million in the previous year[25] - The group’s total other income for the six months ended September 30, 2024, was HKD 11.438 million, compared to HKD 11.209 million in the previous year[22] Assets and Liabilities - The total assets less current liabilities amounted to HKD 7,602,365,000, a decrease from HKD 8,179,117,000 as of March 31, 2024[10] - The company reported a net asset value of HKD 7,275,431,000, down from HKD 7,856,305,000 in the previous reporting period[10] - The total accounts receivable (net of impairment) as of September 30, 2024, was HKD 107.194 million, compared to HKD 103.896 million as of March 31, 2024[30] - The total amount of overdue accounts receivable as of September 30, 2024, was HKD 4.897 million, down from HKD 14.868 million as of March 31, 2024[30] - As of September 30, 2024, the total equity of the group was HKD 7,275,400,000, compared to HKD 7,856,300,000 as of March 31, 2024[36] - The group utilized bank credit facilities amounting to HKD 200,000,000 as of September 30, 2024, unchanged from March 31, 2024, with a capital debt ratio of 2.7%[37] Customer and Revenue Insights - The company has a diversified customer base, with one customer contributing approximately HKD 18,182,000, which accounted for over 10% of total revenue during the period[19] - As of September 30, 2024, the rental income of the International Plaza reached approximately HKD 150,500,000, an increase of about 3.2% compared to the same period last year[36] - The occupancy rate of the International Plaza as of September 30, 2024, was approximately 77.0%, down from 80.0% on September 30, 2023[36] Employee and Management Information - The number of employees as of September 30, 2024, was 36, an increase from 35 employees on September 30, 2023, with related expenses approximately HKD 13,100,000[39] - The management anticipates that rental income and operational performance for the second half of the year will remain stable despite challenges in the retail and dining sectors[40] - The board believes that establishing and maintaining internal audit functions is not cost-effective under current circumstances, but will review the necessity of such functions annually[46] - The company has not disclosed the remuneration details of senior management by salary band in the annual report, as it believes such disclosure could lead to inappropriate comparisons among employees and provide sensitive information to competitors[47] Compliance and Reporting - All directors confirmed compliance with the standard code for securities trading as of September 30, 2024, within the past six months[49] - The interim report for the six months ending September 30, 2024, will be sent to members and published on the company's website and the Hong Kong Stock Exchange website[50]

（股 份 代 號：105） | --- | --- | --- | --- | |-----------------------------------------------------------------------|-------------|---------------------------------------------|----------------------------| | | 附 註 | 截至三月三十一日止年度 二零二四年 千 元 | 二零二三年 千 元 | | 收 入 服務成本 | 3 | 292,143 (94,299) | 299,283 (85,353) | | 毛 利 其他收入 其 他（虧 損）╱收 益 淨 額 行政費用 | 5(a) 5(b) | 197,844 23,772 (2) (38,946) | 213,930 13,411 24 (39,007) | | 投資物業估值變動前的經營溢利 投 資 物 業 估 值 盈 利╱（虧 損）淨 額 | | 182,668 230,783 | 188,358 (1,738,427) | | 投 資 物 業 估 值 變 ...

Financial Performance - For the six months ended September 30, 2023, the company reported revenue of HKD 147,109,000, a decrease of 4.3% compared to HKD 153,351,000 for the same period in 2022[13] - The gross profit for the same period was HKD 99,579,000, down from HKD 110,146,000, reflecting a decline in gross margin[13] - The company recorded a net profit attributable to equity shareholders of HKD 457,088,000, compared to a loss of HKD 1,123,516,000 in the previous year[13] - The basic and diluted earnings per share for the period were HKD 1.27, a significant improvement from a loss of HKD 3.12 per share in the prior year[13] - For the half-year period ending September 30, 2023, the group's operating profit before investment property valuation changes was HKD 93,000,000, a decrease of approximately 3.1% compared to the same period last year[21] - The net profit attributable to equity shareholders for the same period was HKD 457,100,000, recovering from a loss of HKD 1,123,500,000 in the previous year[21] Assets and Equity - The total assets as of September 30, 2023, amounted to HKD 8,312,940,000, an increase from HKD 7,934,538,000 as of March 31, 2023[6] - As of September 30, 2023, the total equity attributable to shareholders was HKD 7,994,200,000, an increase from HKD 7,619,900,000 on March 31, 2023[21] - Cash and cash equivalents increased to HKD 557,929,000 as of September 30, 2023, compared to HKD 452,423,000 at the beginning of the period[15] Dividends and Income - The company declared an interim dividend of HKD 0.16 per share, up from HKD 0.11 per share in the previous year, to be paid on January 5, 2024[20] - The interim dividend declared after the mid-term period is HKD 0.16 per share, an increase of 45% from HKD 0.11 per share in 2022, totaling HKD 57,600,000[81] - Rental income from the International Plaza for the half-year period was approximately HKD 145,900,000, down about 4.1% year-on-year, with an occupancy rate of 80.0% as of September 30, 2023, compared to 77.3% a year earlier[21] - The company reported rental income of approximately HKD 19,416,000 for the period, compared to HKD 19,141,000 in the previous year, indicating a growth of 1.4%[69] - Other income for the period totaled HKD 11,209,000, a significant increase from HKD 3,654,000 in the previous year, reflecting a growth of 206%[72] Cash Flow and Financing - Operating cash flow for the period was HKD 104,726,000, compared to HKD 76,604,000 in the prior year, indicating improved cash generation[15] - The group has utilized bank credit facilities amounting to HKD 200,000,000 as of September 30, 2023, maintaining a capital debt ratio of 2.5%[21] - The company has secured bank financing totaling HKD 300,000,000, with outstanding loans of HKD 200,000,000 as of September 30, 2023[89] - Financing costs increased to HKD 5,363,000 from HKD 1,787,000, representing a rise of 200%[75] Employee and Management Information - The number of employees as of September 30, 2023, was 35, with related expenses of approximately HKD 12,500,000, down from 37 employees and HKD 13,600,000 in the previous year[23] - The remuneration for Mr. Zhong Qionglin was HKD 1,185,000, an increase of HKD 8,000 compared to the same period last year[36] Risk Management and Compliance - The company has not established an internal audit function, but it conducts biannual risk assessments to enhance its risk management and internal control systems[41] - The board will review the necessity of establishing an internal audit function annually, considering the current operational structure and costs[46] - All directors confirmed compliance with the standard code of conduct regarding securities trading during the six months ended September 30, 2023[48] - The board believes that the risk of legal actions against directors is low, and thus, the company does not have insurance arrangements for such risks[39] Property and Investment - The company’s primary business remains property investment, with all rental income generated from properties located in Hong Kong[70] - The company has not made any investments in properties during the period, maintaining a focus on existing assets[85] - The company has contracted HKD 686,000 for future projects as of September 30, 2023, indicating ongoing commitments[18] - The independent review report by KPMG confirmed that there were no significant issues identified in the interim financial report[53] Accounting and Financial Reporting - The company has adopted the same accounting policies as the previous fiscal year, with no significant impact from new accounting standards[66] - The interim financial report was prepared in accordance with HKAS 34, ensuring compliance with relevant regulations[56] - The company has not adopted any new standards or interpretations that have not yet come into effect during the current accounting period[67] - The company's estimated assessable profits for Hong Kong profits tax are calculated at a rate of 16.5%, with the first HKD 2,000,000 taxed at 8.25%[78] Depreciation and Receivables - Depreciation expenses rose to HKD 2,296,000 from HKD 2,121,000, marking an increase of 8.3%[76] - Total accounts receivable, including deposits and prepayments, amounts to HKD 130,391,000, down from HKD 144,539,000 as of March 31, 2023[90] - The overdue accounts receivable amount to HKD 24,223,000, a decrease from HKD 26,819,000 in the previous period[90]

Financial Performance - For the six months ended September 30, 2023, the group's operating profit before changes in property valuation was HKD 93,000,000, a decrease of approximately 3.1% compared to the same period last year, primarily due to a reduction in rental income from the international plaza[13]. - For the six months ended September 30, 2023, the profit attributable to equity shareholders was HKD 457,100,000, compared to a loss of HKD 1,123,500,000 in the same period last year[14]. - The company's revenue was HKD 147,109,000, a decrease of 4.4% compared to HKD 153,351,000 for the same period in 2022[30]. - The profit attributable to equity shareholders for the same period was HKD 12,931,000, down from HKD 15,111,000 in 2022, representing a decline of 14.5%[41]. - The company reported a basic and diluted earnings per share of HKD 1.27, compared to HKD 3.12 in the previous year[30]. - The company reported other income of HKD 10,515,000 for the six months ended September 30, 2023, compared to HKD 3,018,000 in the same period of 2022, representing an increase of 248%[72]. Equity and Assets - As of September 30, 2023, the total equity of the group was HKD 7,994,200,000, up from HKD 7,619,900,000 as of March 31, 2023[15]. - The total assets less current liabilities amounted to HKD 8,312,940,000, an increase from HKD 7,934,538,000 in the previous year[45]. - Non-current assets, including investment properties, totaled HKD 7,790,400,000, compared to HKD 7,408,000,000 in the previous year[45]. - The total equity attributable to shareholders increased to HKD 7,994,234,000 from HKD 7,619,946,000 in the previous year[45]. Dividends - The company declared an interim dividend of HKD 0.23 per share for the fiscal year, compared to HKD 0.21 per share for the previous year[8]. - The company declared an interim dividend of HKD 0.16 per share, an increase from HKD 0.11 per share in 2022, totaling HKD 57,600,000 compared to HKD 39,600,000 in the previous year[42]. - The company declared an interim dividend of HKD 0.16 per share, an increase from HKD 0.11 per share in 2022, to be paid on January 5, 2024[80]. Accounts Receivable - The total accounts receivable, net of credit loss allowances, was HKD 120,989,000 as of September 30, 2023, down from HKD 135,769,000 as of March 31, 2023[10]. - The company reported a decrease in overdue accounts receivable, with total overdue amounts at HKD 24,223,000 as of September 30, 2023, down from HKD 26,819,000[10]. - The company’s accounts receivable related to lease incentives amounted to HKD 95,954,000 as of September 30, 2023, down from HKD 107,096,000 as of March 31, 2023[78]. Rental Income and Operations - The company anticipates that rental income from the international plaza and overall operational performance will remain stable in the second half of the year despite challenges in the Hong Kong retail market[18]. - Rental income from the International Plaza reached approximately HKD 145,900,000, a decrease of about 4.1% compared to the same period last year, with an occupancy rate of 80.0% as of September 30, 2023, up from 77.3% a year earlier[59]. Financing and Costs - The company's financing costs for the period were reported at HKD 5,363,000, compared to HKD 1,787,000 in the previous year[40]. - The company has drawn down bank loans totaling HKD 200,000,000 as of September 30, 2023, with a capital debt ratio of 2.5%[60]. - The company entered into a financing agreement on October 7, 2013, including a three-year term loan of HKD 200,000,000 and a revolving loan of HKD 100,000,000[60]. Governance and Compliance - The company has complied with the corporate governance code as per the Hong Kong Stock Exchange regulations during the reporting period[20]. - The company has not disclosed any significant changes in information that would require additional disclosure beyond what is stated in the annual report[17]. - The company has not established an internal audit function, confirming that sufficient risk management and internal control systems are in place[63]. - The company conducted biannual risk assessments to enhance its risk management and internal control systems[64]. - The company has established a monitoring environment covering the entire group, including implementing reporting policies and defining employee roles and responsibilities[64]. Other Information - The company did not repurchase, sell, or redeem any of its listed securities during the six months ended September 30, 2023[19]. - The company has not adopted any new accounting standards or interpretations that have not yet come into effect during the current accounting period[49]. - The company’s financial report is prepared in accordance with the Hong Kong Financial Reporting Standards[47]. - The company’s financial results may differ from estimates due to management's judgments and assumptions regarding the application of policies[47]. - The company is committed to maintaining appropriate insurance arrangements for potential legal actions faced by directors[62]. - The company reported a net loss from the disposal of fixed assets of HKD 1,000[72]. - The company’s management fees from the holding company remained stable at HKD 600,000 for both periods[72]. - The company’s depreciation expense for the period was HKD 2,121,000[73].

Remuneration and Governance - The Group's remuneration policy aims to retain Directors and senior management by offering competitive remuneration levels[2] - The remuneration committee reviews and fixes the remuneration packages of all Executive Directors and senior management annually[11] - The remuneration of individual Executive Directors is determined based on factors such as comparable company remuneration, Group results, and individual performance[6] - The Group does not have any long-term incentive scheme other than the retirement scheme mentioned in the financial statements[10] - The remuneration committee made recommendations to the Board regarding the remuneration of Independent Non-Executive Directors (INEDs) annually[9] - The nomination committee ensures a balance of skills, experience, and diversity on the Board to meet the Company's needs[14] - Directors are subject to retirement by rotation at least once every three years, with eligibility for re-election[20] - The nomination committee assesses the independence of INEDs and identifies qualified individuals for Board membership[21] - The appointment term of Directors is determined by the Board, with specific criteria for suitability considered during the nomination process[21] - The remuneration committee held multiple meetings during the year, with attendance records available in the annual report[17] - The Board of Directors has established three committees: Remuneration Committee, Nomination Committee, and Audit Committee, ensuring compliance with the Listing Rules[38] - The Nomination Committee is chaired by Mr. Cheong Kheng Lim, with three Independent Non-Executive Directors (INEDs) as members, ensuring governance standards are met[39] - The Company complied with all applicable code provisions of the Corporate Governance Code during the financial year ended March 31, 2023, with some disclosed deviations[161] - The Company currently does not have insurance cover for legal actions against its Directors, believing the risk of litigation is relatively low[161] - The roles of the Chairman and Chief Executive Officer are held by the same individual, but the Board believes this structure does not adversely affect the Company[163] - The Board has appointed a new Chairman during the reporting year to ensure effective governance despite the previous Chairman's health issues[163] - The Company Secretary reported directly to the Deputy Chairman during the transition period, ensuring effective management of corporate governance matters[164] - The company currently does not have an internal audit function, and the Board reviewed the need for one in March 2023, concluding there was no immediate need due to the Group's simple operating structure and effective management oversight[166] - The Board will review the need for an internal audit function on an annual basis, considering the effectiveness of existing control mechanisms and associated costs[166] - The remuneration details of senior management are not disclosed by band in the annual report, as the Board believes this non-disclosure does not negatively impact the company and prevents undue comparisons among staff[168] - The then Chairman did not attend the Company's AGM on September 9, 2022, due to health reasons, and the Deputy Chairman chaired the meeting to ensure smooth proceedings[170] - The Board of Directors had high attendance at board meetings (total: seven) during the financial year ended 31 March 2023[181] - The Company emphasizes Directors' training, providing memoranda/circulars to refresh knowledge on Directors' duties and legal obligations[181] Employee Training and Well-being - Total number of employees who received training in the reporting year increased to 23, up from 22 in 2022[26] - The Group organized a mental health talk and on-site massage services for employees to promote well-being during the reporting year[27] - The average hours worked by senior management decreased to 9.63 from 10.75 hours in 2022[25] - The average hours for general staff decreased to 1.15 from 1.36 hours in 2022[25] - The employee satisfaction rate was reported at 68.97%, with 90.32% satisfaction in 2022[197] - The management-employee relationship satisfaction decreased to 71.43% from 83.87% in 2022[197] - The Group conducts annual employee satisfaction surveys to gather feedback on the work environment[194] - The overall employee turnover rate increased to 10% from 6.06% in 2022[191] - The absence rate improved to 1.16% from 1.45% in 2022[198] - The percentage of female employees remained stable at 73.33%, while male employees accounted for 26.67%[188] - 66.67% of employees have been with the Group for over a decade, indicating strong employee retention[197] - The employee demographic shows 6.67% are aged below 35, while 26.66% are aged above 55[189] Environmental and Social Responsibility - The company recognizes the importance of non-financial performance and integrates socially responsible practices into daily operations to contribute positively to environmental and societal sustainability[78] - The Corporate Social Responsibility Report reviews the group's performance in environmental and social responsibilities for the financial year ended March 31, 2023[79] - The company complies with all mandatory disclosure requirements and "comply or explain" provisions as set out in the Environmental, Social and Governance Reporting Guide[80] - The Board oversees sustainability matters and is accountable for strategy management, performance, and reporting related to environmental and social responsibilities[81] - The company has established a governance structure to ensure progress against sustainability targets is properly managed through regular performance reviews[81] - The Group's main business operation, iSQUARE, actively participated in environmental initiatives, including recycling used fluorescent lamps and engaging in "Earth Hour 2023" to promote green living[97] - The Group has adopted an environmental policy focusing on compliance with legislation, long-term carbon emission reduction targets, and enhancing staff awareness through internal communication[87] - The Group encourages tenants to adopt environmentally friendly practices and provides guidelines through iSQUARE publications[97] - The Group has ensured full compliance with all mandatory disclosure requirements related to environmental and social responsibility[83] - The Group continues to engage with stakeholders to understand their views on sustainable development, utilizing face-to-face discussions and questionnaires[87] Financial Performance - The Group recorded an operating profit before valuation changes in investment properties of HK$188.4 million for the year ended 31 March 2023, compared to HK$177.7 million in 2022, representing an increase of 3.9%[131] - The loss attributable to equity shareholders was HK$1,584.7 million for the year, up from HK$1,120.8 million in 2022, indicating a significant increase in losses of 41.3%[131] - Valuation losses on investment properties amounted to HK$1,738.4 million, compared to HK$1,266.5 million in 2022, reflecting a 37.1% increase in losses[131] - The Board recommended a final dividend of HK$0.23 per share for the year, an increase from HK$0.21 per share in 2022, resulting in a total distribution of HK$0.34 per share for the year[131] - The annual general meeting is scheduled for 8 September 2023, providing an opportunity for shareholders to engage with the Board[131] Climate and Energy Management - The Group is committed to addressing climate-related risks, including business interruptions from tropical cyclones and increased electricity consumption due to global warming[140] - Mitigating measures against climate challenges include setting up an emergency response team and adopting electricity conservation measures[140] - The Group has set reduction targets for emissions, waste disposal, energy use, and water consumption to not exceed the amounts generated/consumed in their respective baseline years[146] - GHG emissions reduced by 39.23% compared to the baseline year of 2017, while energy use decreased by 16.01% in the same period[149] - Non-hazardous waste disposed reduced by 28.09% from the baseline year of 2019, and water consumption decreased by 18.22% compared to the baseline year of 2017[149] - The Group has established an emergency response team to address climate challenges and implemented energy-saving measures[145] - The Group has signed the Energy Saving Charter 2022 and the ECH2O Charter to promote sustainability initiatives[149] - The Group aims to continuously monitor environmental performance against set targets with the assistance of management[146] Shareholder Communication - The Company holds an Annual General Meeting (AGM) every year, typically in September, to facilitate direct communication between shareholders and the Board[48] - The Company has implemented a whistleblowing mechanism for shareholders to report suspected irregularities, with clear reporting channels and procedures outlined[44] - The Board is responsible for the annual review of the effectiveness of the shareholders' communication policy, which was deemed effectively implemented based on feedback and assessments[45] - The Company ensures that notices of general meetings and accompanying documents are sent to shareholders in accordance with statutory requirements[42] - The Company has measures in place to solicit shareholder views on its performance through questionnaires and other means[47] - Eligible shareholders can express their views on proposed resolutions at general meetings, provided they represent at least 2.5% of total voting rights or are 50 shareholders[66] - The company will verify requests for statements from shareholders and circulate them if proper and timely[68] - Shareholders representing at least 5% of total voting rights can request the Directors to convene a General Meeting (GM)[56] - The request to convene a GM must be sent in hard copy form to the Chairman of the Board at the registered office of the Company[56] - Directors must call a GM within 21 days after the request and the meeting must be held within 28 days of the notice[56] - If Directors fail to convene a GM, shareholders representing more than half of the total voting rights may call a GM themselves[56] - The minimum length of notice for proposing a person for election as a Director is at least 7 days prior to the GM[59] - Written notices for nominations must include the information required under Rule 13.51(2) of the Listing Rules[60] - If the notice is received less than 15 clear days prior to the GM, the Company may consider adjourning the GM to allow for proper notice[61] - Shareholders can request to circulate a resolution for an AGM if they represent at least 2.5% of total voting rights or 50 shareholders[52] - The request for a resolution must be received by the Company not later than 6 weeks before the AGM[52] - The Company will verify the request with its share registrar before including the resolution in the AGM agenda[52]

[Preliminary Announcement and General Information](index=1&type=section&id=Preliminary%20Announcement%20and%20General%20Information) This section provides the preliminary annual results announcement for the year ended March 31, 2023, reviewed by the Audit Committee without disagreement [Announcement Statement](index=1&type=section&id=Announcement%20Statement) This announcement presents the preliminary audited results for the year ended March 31, 2023, reviewed by the Audit Committee, with no responsibility taken by HKEX - This announcement is the preliminary audited results announcement for the year ended March 31, 2023[14](index=14&type=chunk) - The Company's Audit Committee has reviewed these results and has no disagreement[14](index=14&type=chunk) - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation, and accept no liability for any loss[13](index=13&type=chunk) [Audit Committee and Auditor's Opinion](index=1&type=section&id=Audit%20Committee%20and%20Auditor's%20Opinion) The Company's Audit Committee has reviewed the annual results, and KPMG confirmed consistency with consolidated financial statements, but did not express an opinion on the preliminary announcement - The Company's Audit Committee has reviewed the Group's audited results for the year ended March 31, 2023, and has no disagreement[14](index=14&type=chunk) - The auditor, KPMG, has agreed that the figures in the preliminary announcement are consistent with those in the Group's consolidated financial statements for the year[14](index=14&type=chunk) - KPMG has not expressed an opinion or provided an assurance conclusion on this preliminary results announcement[14](index=14&type=chunk) [Consolidated Financial Statements](index=1&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated financial performance and position, including income, comprehensive income, and financial position statements [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2023, revenue slightly decreased, but gross profit increased, while operating loss and loss attributable to equity holders significantly widened due to increased investment property valuation losses Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | 2023 (HKD Thousand) | 2022 (HKD Thousand) | | :--- | :--- | :--- | | Revenue | 299,283 | 301,316 | | Gross Profit | 213,930 | 212,150 | | Operating Profit before Changes in Fair Value of Investment Properties | 188,358 | 177,685 | | Loss from Changes in Fair Value of Investment Properties | (1,738,427) | (1,266,543) | | Operating Loss after Changes in Fair Value of Investment Properties | (1,550,069) | (1,088,858) | | Loss and Total Comprehensive Income for the Year Attributable to Equity Holders of the Company | (1,584,691) | (1,120,762) | | Loss Per Share — Basic and Diluted (HKD) | (4.40) | (3.11) | - For the year ended March 31, 2023, the **loss attributable to equity holders of the Company significantly widened to HKD 1,584,691 thousand** from HKD 1,120,762 thousand in the prior year[2](index=2&type=chunk) - **Basic and diluted loss per share increased to HKD (4.40)** in 2023 from HKD (3.11) in 2022[2](index=2&type=chunk) [Consolidated Statement of Financial Position](index=2&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2023, investment property value and total equity significantly decreased, primarily due to investment property revaluation, despite an increase in net current assets Consolidated Statement of Financial Position Key Data | Indicator | March 31, 2023 (HKD Thousand) | March 31, 2022 (HKD Thousand) | | :--- | :--- | :--- | | Fixed Assets — Investment Properties | 7,408,000 | 9,143,380 | | Fixed Assets — Other Property, Plant and Equipment | 52,244 | 54,725 | | Net Current Assets | 474,294 | 427,827 | | Total Assets Less Current Liabilities | 7,934,538 | 9,625,932 | | Net Assets | 7,619,946 | 9,319,837 | | Total Equity | 7,619,946 | 9,319,837 | - As of March 31, 2023, **investment property value decreased to HKD 7,408,000 thousand** from HKD 9,143,380 thousand[3](index=3&type=chunk) - As of March 31, 2023, **total equity decreased to HKD 7,619,946 thousand** from HKD 9,319,837 thousand as of March 31, 2022[3](index=3&type=chunk) [Notes to the Financial Statements](index=3&type=section&id=Notes%20to%20the%20Financial%20Statements) This section details the basis of preparation, changes in accounting policies, principal activities, segment information, revenue, other income, loss before tax, income tax, dividends, loss per share, and receivables/payables [1. Basis of Preparation](index=3&type=section&id=1.%20Basis%20of%20Preparation) The financial statements are prepared in accordance with HKFRS, HK GAAP, and the Hong Kong Companies Ordinance, with financial information derived from statutory annual consolidated financial statements and an unqualified auditor's report - The Company's financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards (HKFRS), Hong Kong Generally Accepted Accounting Principles, and the Hong Kong Companies Ordinance, complying with the disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[4](index=4&type=chunk) - The financial information in this preliminary results announcement is extracted from the Company's statutory annual consolidated financial statements, for which the auditor has reported on the Group's financial statements for both years with an unqualified auditor's report[5](index=5&type=chunk) - Except for the accounting policy changes already reflected, the Company's financial statements have adopted the same accounting policies as those for the year ended March 31, 2022[18](index=18&type=chunk) [2. Changes in Accounting Policies](index=3&type=section&id=2.%20Changes%20in%20Accounting%20Policies) Revisions to HKAS 16, HKFRS 3, HKAS 37, and annual improvements to HKFRS 2018-2020 cycle became effective, none of which had a significant impact on the Group's performance or financial position - The amendments to Hong Kong Financial Reporting Standards (HKFRS) effective for the first time for the Group include amendments to Hong Kong Accounting Standard (HKAS) 16 "Property, Plant and Equipment: Proceeds before Intended Use" and Annual Improvements to HKFRS 2018-2020 Cycle[6](index=6&type=chunk) - Other changes in accounting policies include amendments to HKFRS 3 "Reference to the Conceptual Framework" and HKAS 37 "Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts — Cost of Fulfilling a Contract"[20](index=20&type=chunk) - None of the above standard changes had a significant impact on how the Group's performance and financial position are prepared or presented in the current or prior periods[20](index=20&type=chunk) [3. Principal Activities](index=4&type=section&id=3.%20Principal%20Activities) The Group's principal business activity is property investment - The Group's principal business is **property investment**[7](index=7&type=chunk) [4. Segment Information](index=4&type=section&id=4.%20Segment%20Information) The Group has only one reportable segment, "Property Leasing," thus its business segment information is identical to the consolidated figures - The Group has only a single reportable segment, namely "Property Leasing"[46](index=46&type=chunk) - Consequently, the business segment information for this sole reportable segment is identical to the consolidated figures[46](index=46&type=chunk) [5. Revenue](index=4&type=section&id=5.%20Revenue) The Group's revenue primarily consists of rental income from investment properties, totaling HKD 299,283 thousand for the year ended March 31, 2023, slightly lower than the previous year, with one customer contributing over 10% of revenue - Revenue represents the total rental income received and receivable from investment properties[45](index=45&type=chunk) Revenue Overview | Indicator | 2023 (HKD Thousand) | 2022 (HKD Thousand) | | :--- | :--- | :--- | | Revenue | 299,283 | 301,316 | - For the year ended March 31, 2023, one customer accounted for over **10% of the Group's revenue, contributing approximately HKD 38,133 thousand** (2022: two customers, contributing HKD 38,733 thousand and HKD 37,622 thousand respectively)[21](index=21&type=chunk) [6. Other Income and Gains/(Losses) – Net](index=4&type=section&id=6.%20Other%20Income%20and%20Gains%2F(Losses)%20%E2%80%93%20Net) Other income significantly increased this year, mainly driven by higher interest income and compensation from early lease terminations, while a net gain was recorded from the disposal of fixed assets Other Income and Gains/(Losses) – Net | Indicator | 2023 (HKD Thousand) | 2022 (HKD Thousand) | | :--- | :--- | :--- | | **Other Income** | | | | Interest income | 11,378 | 2,672 | | Management fee income from a holding company | 1,200 | 1,200 | | Compensation received from early termination of leases | 669 | – | | Others | 164 | 254 | | **Total Other Income** | **13,411** | **4,126** | | **Other Gains/(Losses) – Net** | | | | Net gain/(loss) on disposal of fixed assets | 24 | (6) | - **Interest income significantly increased to HKD 11,378 thousand** in 2023 from HKD 2,672 thousand in 2022[47](index=47&type=chunk) - **Compensation of HKD 669 thousand was received from early lease terminations** this year, with no such income in the prior year[47](index=47&type=chunk) [7. Loss Before Tax](index=4&type=section&id=7.%20Loss%20Before%20Tax) Loss before tax is stated after deducting finance costs, depreciation, and impairment losses on trade receivables, with finance costs significantly increasing and impairment losses substantially decreasing this year - Loss before tax is stated after deducting finance costs, depreciation expenses, and impairment losses on trade receivables[9](index=9&type=chunk) Loss Before Tax Related Deductions | Indicator | 2023 (HKD Thousand) | 2022 (HKD Thousand) | | :--- | :--- | :--- | | **Finance Costs** | | | | Interest on bank loans | 5,727 | 1,928 | | Other borrowing costs | 250 | 970 | | Interest on government land premium payable | 80 | 83 | | **Total Finance Costs** | **6,057** | **2,981** | | **Other Items** | | | | Depreciation expenses | 4,360 | 4,213 | | Impairment losses on trade receivables | 126 | 2,278 | - **Finance costs increased to HKD 6,057 thousand** in 2023 from HKD 2,981 thousand in 2022, primarily due to higher interest on bank loans[47](index=47&type=chunk) - **Impairment losses on trade receivables significantly decreased to HKD 126 thousand** in 2023 from HKD 2,278 thousand in 2022[47](index=47&type=chunk) [8. Income Tax](index=5&type=section&id=8.%20Income%20Tax) Total income tax for the year slightly decreased, with Hong Kong profits tax provision calculated at 16.5% (or 8.25% for the first HKD 2 million for eligible companies), and deferred tax remaining stable - Hong Kong profits tax provision is calculated at a rate of **16.5% on the estimated assessable profits** for the year, except for eligible companies under the two-tiered profits tax regime, where the first **HKD 2,000,000 of assessable profits is taxed at 8.25%**[25](index=25&type=chunk) Income Tax Details | Indicator | 2023 (HKD Thousand) | 2022 (HKD Thousand) | | :--- | :--- | :--- | | **Current tax** | | | | Hong Kong profits tax | 20,021 | 20,464 | | Over-provision in prior years | (33) | (37) | | **Deferred tax** | | | | Origination and reversal of temporary differences | 8,577 | 8,496 | | **Total Income Tax** | **28,565** | **28,923** | - **Total income tax for the year was HKD 28,565 thousand**, a slight decrease from HKD 28,923 thousand in the prior year[48](index=48&type=chunk) [9. Dividends](index=5&type=section&id=9.%20Dividends) The Board recommends a final dividend of HKD 0.23 per share, bringing the total dividend for the year to HKD 0.34 per share, lower than the previous year, with the proposed final dividend not yet recognized as a liability - The Board recommends a **final dividend of HKD 0.23 per share** for the year ended March 31, 2023 (2022: HKD 0.21 per share)[55](index=55&type=chunk) - The Company has paid an **interim dividend of HKD 0.11 per share** during the year (2022: HKD 0.19 per share)[55](index=55&type=chunk) Dividend Distribution | Indicator | 2023 (HKD Thousand) | 2022 (HKD Thousand) | | :--- | :--- | :--- | | Interim dividend declared and paid | 39,600 | 68,400 | | Proposed final dividend | 82,800 | 75,600 | | **Total dividends for the year** | **122,400** | **144,000** | | Final dividend relating to prior financial year approved and paid during the year | 75,600 | 68,400 | - Including the proposed final dividend, **total dividends for the year will be HKD 0.34 per share** (2022: HKD 0.40 per share)[55](index=55&type=chunk) [10. Loss Per Share — Basic and Diluted](index=6&type=section&id=10.%20Loss%20Per%20Share%20%E2%80%93%20Basic%20and%20Diluted) Basic loss per share for the year increased to HKD 4.40 from HKD 3.11 in the prior year, primarily due to the expanded loss attributable to equity holders, with no potential dilutive ordinary shares in either year - Basic loss per share is calculated based on the **loss attributable to equity holders of the Company of HKD 1,584,691 thousand** (2022: HKD 1,120,762 thousand) for the year and **360,000,000 ordinary shares** in issue[51](index=51&type=chunk) Loss Per Share | Indicator | 2023 (HKD) | 2022 (HKD) | | :--- | :--- | :--- | | Loss Per Share — Basic and Diluted | (4.40) | (3.11) | - There were **no potential dilutive ordinary shares** in 2023 and 2022[51](index=51&type=chunk) [11. Trade Receivables, Deposits and Prepayments](index=6&type=section&id=11.%20Trade%20Receivables,%20Deposits%20and%20Prepayments) As of March 31, 2023, total trade receivables (net of credit loss provision) slightly decreased, and overdue amounts also reduced, with debts generally due on the first day of each month with a grace period Trade Receivables, Deposits and Prepayments | Indicator | March 31, 2023 (HKD Thousand) | March 31, 2022 (HKD Thousand) | | :--- | :--- | :--- | | Not overdue | 108,950 | 107,145 | | Overdue less than 1 month | 9,390 | 12,020 | | Overdue 1 to 3 months | 9,943 | 14,131 | | Overdue more than 3 months but less than 12 months | 5,347 | 7,577 | | Overdue more than 12 months | 2,139 | 1,644 | | **Overdue amounts** | **26,819** | **35,372** | | **Total trade receivables (net of provision for credit losses)** | **135,769** | **142,517** | | Deposits and prepayments | 8,770 | 6,587 | | **Total** | **144,539** | **149,104** | - **Total trade receivables (net of provision for credit losses) decreased to HKD 135,769 thousand** in 2023 from HKD 142,517 thousand in 2022[27](index=27&type=chunk) - **Overdue amounts decreased to HKD 26,819 thousand** in 2023 from HKD 35,372 thousand in 2022[27](index=27&type=chunk) [12. Other Payables and Accruals](index=6&type=section&id=12.%20Other%20Payables%20and%20Accruals) All other payables and accruals are expected to be settled within one year - All other payables and accruals are **expected to be settled within one year**[28](index=28&type=chunk) [Business Review and Commentary](index=7&type=section&id=Business%20Review%20and%20Commentary) This section provides a summary of the Group's financial and operating performance, including rental income, occupancy rates, capital structure, and human resources [Financial Performance Summary](index=7&type=section&id=Financial%20Performance%20Summary) For FY2023, operating profit before investment property revaluation increased by approximately 6.0%, but loss attributable to equity holders significantly widened due to a substantial increase in investment property valuation losses, leading to a decrease in total equity - For the financial year ended March 31, 2023, the Group's **operating profit before changes in fair value of investment properties was HKD 188,400 thousand, an increase of approximately 6.0%** compared to the previous financial year[30](index=30&type=chunk) - For the financial year ended March 31, 2023, the **loss attributable to equity holders of the Group was HKD 1,584,700 thousand**, compared to HKD 1,120,800 thousand in the previous financial year[31](index=31&type=chunk) - **Loss from changes in fair value of investment properties was HKD 1,738,400 thousand**, compared to HKD 1,266,500 thousand recorded in the previous financial year; this valuation loss only affects the Group's accounting profit or loss and does not impact its cash flow[56](index=56&type=chunk) - As of March 31, 2023, the **Group's total equity was HKD 7,619,900 thousand**, compared to HKD 9,319,800 thousand as of March 31, 2022[32](index=32&type=chunk) [Operating Performance](index=7&type=section&id=Operating%20Performance) Rental income from International Plaza slightly decreased, but occupancy rate improved, while utilized bank credit remained stable, capital gearing ratio slightly increased, and financing tenure was extended to 2024 with an option for further extension - For the financial year ended March 31, 2023, **rental income from International Plaza was approximately HKD 296,900 thousand, a decrease of approximately 1.1%** compared to the previous financial year[57](index=57&type=chunk) - As of March 31, 2023, the **occupancy rate of International Plaza improved to approximately 77.2%** (2022: 73.5%)[57](index=57&type=chunk) - The Group's **utilized bank credit facilities amounted to HKD 200,000 thousand** (2022: HKD 200,000 thousand), and the **capital gearing ratio (calculated as total bank loans divided by total equity) was 2.6%** (2022: 2.1%)[58](index=58&type=chunk) - The **financing tenure has been extended by three years to October 8, 2024**, through a second supplemental agreement, with an option for a further two-year extension to October 8, 2026[58](index=58&type=chunk) [Human Resources](index=8&type=section&id=Human%20Resources) As of March 31, 2023, the Group's employee count slightly decreased, while related expenses remained stable - As of March 31, 2023, the **Group had 35 employees** (2022: 38 employees)[59](index=59&type=chunk) - **Related expenses for the year were approximately HKD 30,400 thousand** (2022: HKD 30,500 thousand), remaining stable[59](index=59&type=chunk) [Outlook](index=8&type=section&id=Outlook) With the full reopening of borders, Hong Kong's economy is recovering, and management is cautiously optimistic about the retail market, expecting continued improvement in the leasing market and stable rental income and operating results for International Plaza in the next fiscal year - With the **full reopening of borders in the first quarter of 2023, Hong Kong's economic activities are normalizing**, and the Hong Kong economy is experiencing a strong recovery[59](index=59&type=chunk) - Management is **cautiously optimistic about the retail market outlook** and believes the Hong Kong leasing market is continuously improving, though still challenging[59](index=59&type=chunk) - Management expects **rental income from International Plaza and the Group's operating results to remain stable** in the next financial year[59](index=59&type=chunk) [Corporate Governance](index=8&type=section&id=Corporate%20Governance) This section outlines the Company's compliance with the Corporate Governance Code, including deviations and explanations, as well as adherence to the Model Code for Securities Transactions by Directors and Listing Rule 3.27A [Compliance with the Corporate Governance Code](index=8&type=section&id=Compliance%20with%20the%20Corporate%20Governance%20Code) The Company complied with most provisions of the Corporate Governance Code in FY2023, with deviations primarily concerning directors' insurance, combined Chairman/CEO roles, company secretary reporting, internal audit function, remuneration committee consultation, and senior management remuneration disclosure - The Company has complied with all applicable code provisions in Part 2 of the Corporate Governance Code as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the financial year ended March 31, 2023, except as disclosed below[36](index=36&type=chunk) [C.1.8: Directors' Insurance Arrangements](index=8&type=section&id=C.1.8:%20Directors'%20Insurance%20Arrangements) The Company currently has no insurance for directors against legal actions, as the Board deems the risk low and costs potentially outweigh benefits, with the company's articles providing indemnity - The Company currently has **no insurance arrangements for its directors** against potential legal actions[36](index=36&type=chunk) - The Board believes the **risk of directors being sued or involved in litigation in their capacity as directors is low**, and the benefits of insurance may be less than the cost[36](index=36&type=chunk) - Pursuant to the Company's Articles of Association, the Company shall indemnify its directors out of its assets against all costs, charges, expenses, losses, and liabilities incurred or sustained by them in or about the execution of their duties[36](index=36&type=chunk) [C.2.1: Segregation of Chairman and Chief Executive Officer Roles](index=9&type=section&id=C.2.1:%20Segregation%20of%20Chairman%20and%20Chief%20Executive%20Officer%20Roles) The roles of Chairman and CEO are combined, but daily management is shared by executive directors, strategic decisions are made by the Board, and independent non-executive directors provide checks and balances to ensure power equilibrium - Even with personnel changes in the positions of Chairman and Chief Executive Officer during the reporting year, **these roles have consistently been held by one person**[71](index=71&type=chunk) - To avoid concentration of power, the **daily management of the Company's business is shared by executive directors**, while objective setting and strategic decisions are jointly the responsibility of the Board members[71](index=71&type=chunk) - The Board includes **three independent non-executive directors with diverse expertise/talents**, whose active participation in Board meetings and leading roles in Board committees provide a "check and balance" on management[71](index=71&type=chunk) [C.2.2 – C.2.6 and C.2.8 – C.2.9: Chairman's Role and Responsibilities](index=9&type=section&id=C.2.2%20%E2%80%93%20C.2.6%20and%20C.2.8%20%E2%80%93%20C.2.9:%20Chairman's%20Role%20and%20Responsibilities) The former Chairman, due to health reasons, could not fulfill all duties, with the Vice Chairman acting on his behalf, executive directors sharing responsibilities, and a new Chairman appointed, ensuring proper execution of relevant code provisions - The then **Chairman, due to health reasons, was unable to fulfill his role at all times** during the reporting year as required, but had designated the then Vice Chairman, with whom he worked closely, to handle the Chairman's functions[38](index=38&type=chunk) - Coupled with the arrangement for the Chairman's duties to be shared by executive directors during his absence and the mechanism described in the preceding paragraph, as well as the subsequent appointment of a new Chairman, the Board believes that the provisions of these code provisions regarding the Chairman's role and functions have been properly executed[38](index=38&type=chunk) [C.6.3: Company Secretary Reporting Line](index=9&type=section&id=C.6.3:%20Company%20Secretary%20Reporting%20Line) Before the appointment of the new Chairman/CEO, the Company Secretary reported directly to the then Vice Chairman, not the Chairman/CEO, to ensure efficient communication; the Company now complies with the code, with the Company Secretary reporting directly to the new Chairman/CEO - Before the appointment of the new Chairman/CEO, the **Company Secretary did not report to the then Chairman/CEO as required, but directly to the then Vice Chairman**[63](index=63&type=chunk) - This reporting line allowed for prompt and timely responses to matters requiring immediate attention, and the then Chairman and Vice Chairman maintained close consultation and communication regarding the Company's business[63](index=63&type=chunk) - As the Company Secretary now reports directly to the new Chairman/CEO, the Company has complied with the requirements of this code provision[63](index=63&type=chunk) [D.2.5: Internal Audit Function](index=10&type=section&id=D.2.5:%20Internal%20Audit%20Function) The Company currently lacks an internal audit function, which the Board deems not cost-effective under current circumstances but will review annually, having enhanced risk management and internal control systems through a monitoring environment and activities - The Company currently **does not have an internal audit function**[64](index=64&type=chunk) - The Board reviewed in March 2023 and determined that establishing and maintaining an internal audit function is **not cost-effective under current circumstances**, and will review annually whether to add this function[40](index=40&type=chunk)[64](index=64&type=chunk) - The Group has adequate risk management and internal controls, which have been enhanced in sufficiency and effectiveness through establishing a Group-wide monitoring environment (e.g., whistleblowing policy, procedural manuals) and implementing monitoring activities (e.g., semi-annual risk assessments)[64](index=64&type=chunk) [E.1.1: Remuneration Committee Consultation with Chairman/CEO](index=10&type=section&id=E.1.1:%20Remuneration%20Committee%20Consultation%20with%20Chairman%2FCEO) Due to the former Chairman/CEO's absence and passing, the Remuneration Committee only consulted the then Vice Chairman regarding other executive directors' remuneration proposals; with the appointment of a new Chairman/CEO, the Company now complies with this code provision - Due to the **absence of the Company's late Chairman (also Chief Executive Officer) since July 2022 due to ill health**, and the subsequent temporary vacancy caused by his passing not yet being filled when the Company considered remuneration proposals for other executive directors[65](index=65&type=chunk) - The **Remuneration Committee only consulted the then Vice Chairman** (who was temporarily assigned the role of Chairman at the time)[65](index=65&type=chunk) - To comply with the requirements of this code provision, the Company has **reappointed a Chairman (who is also the new Chief Executive Officer)** during the year[65](index=65&type=chunk) [E.1.5: Disclosure of Senior Management Remuneration](index=10&type=section&id=E.1.5:%20Disclosure%20of%20Senior%20Management%20Remuneration) The Company does not disclose senior management remuneration details by pay band in its annual report, as the Board believes this disclosure is not in the Company's best interest, potentially leading to inappropriate comparisons or revealing sensitive information - The Company **does not disclose details of senior management remuneration by pay band** in its annual report[73](index=73&type=chunk) - The Board believes that non-disclosure of such information will not have any negative impact on the Company; conversely, such disclosure might lead to inappropriate comparisons among employees and unnecessarily provide highly sensitive and confidential information to competitors and other third parties seeking to recruit senior management[73](index=73&type=chunk) [F.2.2: Attendance of Board Chairman at Annual General Meeting](index=11&type=section&id=F.2.2:%20Attendance%20of%20Board%20Chairman%20at%20Annual%20General%20Meeting) The late Chairman was unable to attend the 2022 AGM due to health reasons, with the then Vice Chairman presiding and other directors attending, ensuring smooth proceedings and shareholder questions were addressed - Mr. Chung Fai Hung (the then **Chairman of the Board and Chairman of the Nomination Committee) did not attend the Company's Annual General Meeting held on September 9, 2022**, due to health reasons[74](index=74&type=chunk) - To ensure the smooth conduct of the AGM and that shareholders' questions were addressed in a timely manner, the **then Vice Chairman presided over the AGM** in accordance with the Company's Articles of Association, and all other directors attended either in person or via electronic means[74](index=74&type=chunk) [Model Code for Securities Transactions by Directors](index=11&type=section&id=Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company adopted the Model Code for Securities Transactions by Directors of Listed Issuers, and all directors confirmed compliance during FY2023 - The Company has adopted the **Model Code for Securities Transactions by Directors of Listed Issuers** as set out in Appendix 10 to the Listing Rules as its own code for directors' dealings in the Company's securities[42](index=42&type=chunk) - All directors have confirmed their **compliance with the standards set out in the Model Code** for the financial year ended March 31, 2023[42](index=42&type=chunk) [Compliance with Listing Rule 3.27A](index=11&type=section&id=Compliance%20with%20Listing%20Rule%203.27A) With the appointment of Mr. Chung King Lam as Chairman of the Board and Nomination Committee, the Company now complies with Listing Rule 3.27A regarding the establishment of a Nomination Committee chaired by the Board Chairman or an independent non-executive director - Following the **appointment of Mr. Chung King Lam as Chairman of the Board and Chairman of the Nomination Committee**, the Company has complied with Listing Rule 3.27A, which requires listed companies to establish a Nomination Committee chaired by the Board Chairman or an independent non-executive director[68](index=68&type=chunk) [Other Information](index=7&type=section&id=Other%20Information) This section covers details regarding dividends, closure of member registration for AGM and dividends, share repurchases, publication of annual results and report, Board members, and the announcement date [Dividends and Closure of Register of Members](index=7&type=section&id=Dividends%20and%20Closure%20of%20Register%20of%20Members) To determine members entitled to the final dividend, the Company will close its register of members from September 14 to September 18, 2023, with the proposed final dividend payable on October 5, 2023 - If the proposed final dividend is approved by members at the upcoming Annual General Meeting, the **Company will close its register of members from Thursday, September 14, 2023, to Monday, September 18, 2023** (both days inclusive)[29](index=29&type=chunk) - All transfer documents, together with the relevant share certificates, must be lodged with the Company's share registrar by **4:30 p.m. (Hong Kong time) on Wednesday, September 13, 2023**[29](index=29&type=chunk) - The **proposed final dividend, if approved at the Annual General Meeting, will be paid on Thursday, October 5, 2023**, to members whose names appear on the register of members on Monday, September 18, 2023[29](index=29&type=chunk) [Annual General Meeting and Closure of Register of Members](index=8&type=section&id=Annual%20General%20Meeting%20and%20Closure%20of%20Register%20of%20Members) The Company's Annual General Meeting will be held on September 8, 2023, and the register of members will be closed from September 1 to September 8, 2023, to determine eligibility for attendance and voting - The Company's **Annual General Meeting will be held on Friday, September 8, 2023**[60](index=60&type=chunk) - To determine members eligible to attend and vote at the upcoming Annual General Meeting, the **Company will close its register of members from Friday, September 1, 2023, to Friday, September 8, 2023** (both days inclusive)[34](index=34&type=chunk) - All transfer documents, together with the relevant share certificates, must be lodged with the Company's share registrar by **4:30 p.m. (Hong Kong time) on Thursday, August 31, 2023**[34](index=34&type=chunk) [Repurchase, Sale or Redemption of Listed Securities](index=8&type=section&id=Repurchase,%20Sale%20or%20Redemption%20of%20Listed%20Securities) Neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of the Company's listed securities during the year - During the year, **neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of the Company's listed securities**[35](index=35&type=chunk) [Publication of Annual Results and Annual Report](index=11&type=section&id=Publication%20of%20Annual%20Results%20and%20Annual%20Report) This announcement is published on the HKEX and Company websites, and the annual report for the financial year ended March 31, 2023, will be dispatched to members and published on these websites in due course - This announcement has been published on the **website of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk)** and the **Company's website (http://aihl.etnet.com.hk/tc/ca_calendar.php)**[43](index=43&type=chunk) - The **annual report for the financial year ended March 31, 2023** (containing all information required by the Listing Rules) will be dispatched to the Company's members and published on the aforementioned websites in due course[43](index=43&type=chunk) [Board of Directors](index=11&type=section&id=Board%20of%20Directors) As of the announcement date, the Board comprises five executive directors and three independent non-executive directors - As of the date of this announcement, **Mr. Chung King Lam, Mr. Chung King Fai, Mr. Chung Sun Nam, Ms. Chung Chung Ling, and Mr. Chung Chung Hon are Executive Directors; Mr. Chow Wan Hoi, Mr. Wong Yiu Tak, and Mr. Lee Chung are Independent Non-executive Directors**[69](index=69&type=chunk) [Date of Announcement](index=11&type=section&id=Date%20of%20Announcement) This announcement was published on June 29, 2023 - Hong Kong, **June 29, 2023**[76](index=76&type=chunk)

Financial Performance - Revenue for the six months ended September 30, 2022, was HKD 153,351,000, a decrease of 4.4% compared to HKD 159,743,000 for the same period in 2021[2] - Gross profit for the period was HKD 110,146,000, down from HKD 115,028,000, reflecting a decline of 4.0%[2] - The company reported a loss attributable to equity shareholders of HKD 1,123,516,000, compared to a loss of HKD 491,358,000 in the previous year, representing an increase in loss of 128.5%[2] - Basic and diluted loss per share was HKD 3.12, compared to HKD 1.36 in the same period last year, indicating a significant increase in loss per share[2] - The group reported a revenue of approximately HKD 19,141,000 from a single customer, which accounted for over 10% of total revenue for the six months ended September 30, 2022, compared to HKD 19,660,000 in the previous year[12] - The group experienced a pre-tax loss of HKD 1,787,000 for the six months ended September 30, 2022, compared to HKD 1,038,000 in the previous year[15] - The interim dividend declared was HKD 0.11 per share, totaling HKD 39,600,000, down from HKD 68,400,000 (HKD 0.19 per share) in the previous year[17] - The loss attributable to equity shareholders for the half-year period was HKD 1,123.5 million, compared to a loss of HKD 491.4 million in the same period last year[27] Cash Flow and Liquidity - Cash and cash equivalents as of September 30, 2022, were HKD 513,718,000, an increase from HKD 500,303,000 at the end of the previous year[6] - The net cash generated from operating activities was HKD 76,604,000, down from HKD 115,046,000 in the prior year, a decrease of 33.4%[6] - The company’s total bank deposits and cash increased to 513,718,000 HKD as of September 30, 2022, reflecting improved liquidity[23] Assets and Liabilities - Total assets less current liabilities amounted to HKD 8,431,011,000, a decrease from HKD 9,625,932,000 as of March 31, 2022[4] - The company’s non-current assets, primarily investment properties, were valued at HKD 7,941,950,000 as of September 30, 2022, down from HKD 9,143,380,000[4] - The company had outstanding bank loans of 200,000,000 HKD as of September 30, 2022, unchanged from March 31, 2022[20] - The company reported a total of 115,153,000 HKD in overdue accounts as of September 30, 2022, compared to 107,145,000 HKD as of March 31, 2022[21] Operational Performance - The company is focused on improving operational efficiency and exploring new market opportunities to enhance future performance[2] - The group has a diversified customer base, with only one customer contributing over 10% of total revenue, indicating a reduction in customer concentration risk[12] - The group’s main business is property investment, focusing on rental income from investment properties[12] - The management anticipates that rental income and operating performance for the second half of the year will continue to be negatively impacted due to challenges in the rental market[29] - Rental income from the International Plaza for the half-year period was approximately HKD 152.1 million, a decrease of about 4.8% year-on-year, with an occupancy rate of 77.3% as of September 30, 2022, compared to 76.2% a year earlier[27] Corporate Governance - The company has complied with all applicable provisions of the Corporate Governance Code during the reporting period[39] - The company believes that the risk of legal actions against directors is low, thus not opting for insurance arrangements[39] - The roles of Chairman and CEO are held by the same individual, which the board believes does not negatively impact the company[39] - The company has not established an internal audit function, and the board believes that maintaining such a function is not cost-effective at this time[41] - The company secretary did not report to the chairman as required but directly to the vice-chairman, which the board deemed appropriate for efficient management[40] - The company has adopted the standard code of conduct for directors trading in the company's securities, confirming compliance within the last six months[43] Remuneration and Shareholding - The major shareholders include Tiande Limited and Tiande Real Estate Limited, each holding 180,030,681 shares, representing 50.01% of the total voting shares[34] - Mr. Zhong Qionglin and Ms. Lin Yuxun each hold 25,589,715 shares, accounting for 7.11% of the total voting shares[34] - Mr. Zhong Huihuang's remuneration increased by 64.5% to HKD 2,640,000 compared to the previous year[37] - Mr. Zhong Qionglin's remuneration decreased by 1.1% to HKD 1,177,000[37] - Mr. Zhong Jiongfei's remuneration decreased by 41.3% to HKD 1,058,000[37] Financial Reporting - The interim financial report for the period ending September 30, 2022, was reviewed, including the consolidated financial position and comprehensive income statement[46] - The company confirmed compliance with the Hong Kong Accounting Standards No. 34 for interim financial reporting[49] - No significant issues were noted that would lead to a belief that the interim financial report was not prepared in accordance with the relevant standards[49]

Financial Performance - The Group recorded an operating profit before valuation changes in investment properties of HK$177.7 million for the year ended March 31, 2022, down from HK$316.2 million in 2021[5]. - The loss attributable to equity shareholders was HK$1,120.8 million, compared to a loss of HK$1,525.5 million in the previous year[5]. - Valuation losses on investment properties amounted to HK$1,266.5 million, a decrease from HK$1,788.0 million in 2021[5]. - The valuation losses will only affect accounting profit or loss and not the cash flows of the Group[5]. - Rental income is a key driver of valuation, which is currently under downward pressure due to increased volatility in rental levels and occupancy rates[96]. Dividends and Shareholder Communication - The Board recommended a final dividend of HK$0.21 per share, up from HK$0.19 per share in 2021, making the total distribution HK$0.40 per share for the year[6]. - The Company paid an interim dividend of HK$0.19 per share during the year, down from HK$0.25 per share in 2021[6]. - The Company has adopted a shareholders' communication policy to ensure timely dissemination of information and maintain ongoing dialogue with shareholders[99]. - The Company encourages shareholder participation in general meetings, which are held at least annually, to facilitate direct interaction with the Board[101]. - The Company has adopted a dividend policy aimed at providing Shareholders with a sustainable dividend stream, considering factors such as financial performance and future development plans[116]. Corporate Governance - The Company is committed to maintaining a high standard of corporate governance and has reviewed its practices accordingly[15]. - The Company complied with all applicable code provisions in the Corporate Governance Code throughout the financial year[16]. - The roles of chairman and chief executive are held by the same individual, with day-to-day management shared among Executive Directors[17]. - The company has complied with all applicable provisions of the Corporate Governance Code, except for the lack of insurance arrangements for directors facing legal actions[18]. - The company does not currently have an internal audit function, and the Board reviewed the need for one in March 2022, concluding that it was not immediately necessary due to the Group's operational simplicity and management oversight[21]. Risk Management and Internal Controls - The Group's risk management and internal control systems were evaluated, with recommendations made to the Board based on the assessment of identified risks[81]. - The audit committee oversees the financial reporting system and ensures proper arrangements for employees to raise concerns about possible improprieties[73]. - The Company updated the general code of conduct for employees and Directors during the financial year[79]. - The Group has established procedures for approval and control of operating expenditures, with capital expenditures requiring management approval prior to commitment[87]. - The management provides the Board with an annual confirmation on the effectiveness of the risk management and internal control systems[90]. Sustainability and Environmental Responsibility - The corporate social responsibility report reviews the group's performance in environmental and social responsibilities for the financial year ended March 31, 2022[120]. - The group adopted an environmental policy focusing on long-term carbon emission reduction targets and enhancing staff awareness through internal communication[126]. - iSQUARE's electricity purchased decreased by approximately 22.74% compared to the financial year ended 31 March 2015, totaling 10,464.57 MWh in 2022[135]. - Total greenhouse gas emissions (Scopes 1, 2, and 3) amounted to 4,133.68 tonnes in 2022, up from 3,502.67 tonnes in 2021[139]. - The Group has set reduction targets for emissions, waste disposal, energy use, and water consumption not exceeding their respective baseline years[152]. Employee Relations and Training - The Group's overall employee satisfaction rate reached 90.32%, an increase from 84.38% in the previous year[171]. - The Group provides job-related training subsidies to all full-time employees, with additional funding for senior management[174]. - The Group conducts annual employee satisfaction surveys to gather feedback and improve workplace conditions[169]. - The Group encourages a work-life balance by promoting task completion within office hours and organizing staff gatherings[172]. - 66.67% of employees received internal/external training, a decrease from 75.76% in 2021[178]. Supplier Relationships - The Group has 29 direct suppliers as of March 31, 2022, indicating a stable supply chain[187]. - Over 60% of direct suppliers have been partners for over a decade, reflecting strong supplier relationships[193]. - Environmental considerations are integrated into the supplier selection process, with a focus on green procurement where feasible[192]. - The Group maintains ongoing communication with suppliers to evaluate environmental and social risks along the supply chain[188]. - The Group prioritizes existing suppliers with quality performance during contract terms to ensure business continuity[191].

Financial Performance - Revenue for the six months ended September 30, 2021, was HKD 159,743,000, a decrease of 34.1% compared to HKD 242,414,000 in the same period of 2020[3] - Gross profit for the same period was HKD 2,358,000, down significantly from HKD 187,364,000 in 2020, indicating a substantial decline in profitability[3] - The company reported a loss attributable to equity shareholders of HKD 491,358,000 for the six months ended September 30, 2021, compared to a loss of HKD 636,165,000 in the prior year[3] - Basic and diluted loss per share was HKD 1.36, an improvement from HKD 1.77 in the same period last year[3] - The company incurred a loss before tax of HKD 475,028,000, compared to a loss of HKD 607,783,000 in the same period of 2020[3] - The company reported a pre-tax loss of HKD 491,358,000 for the six months ended September 30, 2021, compared to a loss of HKD 636,165,000 for the same period in 2020[19] - The group's operating profit before investment property valuation changes for the six months ended September 30, 2021, was HKD 99.9 million, a decrease of approximately 43.9% compared to the same period last year[27] - The investment property valuation loss for the six months ended September 30, 2021, was HKD 573.9 million, compared to a valuation loss of HKD 784.1 million in the same period last year[27] Cash Flow and Assets - Cash and cash equivalents increased to HKD 500,303,000 as of September 30, 2021, compared to HKD 373,697,000 at the beginning of the period[7] - Net cash generated from operating activities was HKD 115,046,000, slightly up from HKD 95,893,000 in the previous year[7] - The total assets less current liabilities amounted to HKD 10,319,488,000 as of September 30, 2021, down from HKD 10,675,075,000 at the end of March 2021[5] - Non-current assets, specifically investment properties, decreased to HKD 9,835,970,000 from HKD 10,408,610,000[5] - As of September 30, 2021, the total amount of accounts receivable (net of credit loss provisions) was HKD 156.3 million, down from HKD 181.5 million as of March 31, 2021[21] - The group had bank borrowings of HKD 200 million as of September 30, 2021, unchanged from March 31, 2021[29] Dividends and Financing - The company declared an interim dividend of HKD 0.19 per share for the current period, down from HKD 0.25 per share in the previous year, totaling HKD 68,400,000 compared to HKD 90,000,000 in 2020[17] - Total financing costs for the six months ended September 30, 2021, were HKD 1,038,000, a decrease from HKD 1,818,000 in the same period of 2020[15] Operational Focus and Market Conditions - The company is focusing on improving operational efficiency and exploring new market opportunities to enhance future performance[2] - The management anticipates that the positive impacts from recent favorable factors in the local retail market will be short-term, and expects continued negative effects on rental income and operational performance for the second half of the year[31] Employee and Management Information - As of September 30, 2021, the group employed 37 staff, a decrease from 38 staff in the previous year, with related expenses amounting to approximately HKD 13,300,000, up from HKD 10,700,000 in the previous year, primarily due to the absence of government wage subsidies received in the prior period[30] - The remuneration for Mr. Zhong Hui Huang increased by HKD 167,000 to HKD 937,000, while Mr. Zhong Qiong Lin's remuneration rose by HKD 38,000 to HKD 1,190,000[38] - Mr. Zhong Jiong Hui's remuneration increased significantly by HKD 976,000 to HKD 1,805,000, whereas Mr. Zhong Shen Nan's remuneration decreased by HKD 80,000 to HKD 826,000[38] Corporate Governance and Compliance - The company has complied with all applicable provisions of the Corporate Governance Code during the six months ending September 30, 2021, except for certain disclosures regarding insurance arrangements for directors[39] - The board believes that the current risk management and internal control systems are sufficient, and there is no immediate need to establish an internal audit function[40] - The company has not disclosed the remuneration details of senior management by pay level in the annual report, as it believes such disclosure could lead to inappropriate comparisons among employees[41] - The company has established a monitoring environment that includes a whistleblowing arrangement and defined roles and responsibilities to enhance risk management and internal control effectiveness[40] - All directors confirmed compliance with the standard code of conduct for securities transactions during the six months ending September 30, 2021[42] Accounting and Reporting Standards - The interim financial report as of September 30, 2021, was prepared in accordance with Hong Kong Accounting Standards (HKAS) 34[45] - No significant issues were noted that would lead to a belief that the interim financial report was not prepared in all material respects according to HKAS 34[45] - The review was conducted based on the Hong Kong Institute of Certified Public Accountants' standards, focusing on inquiries and analytical procedures[44]

Financial Performance - The Group recorded an operating profit before valuation changes in investment properties of HK$316.2 million for the year ended March 31, 2021, down from HK$477.0 million in 2020, representing a decrease of 33.7%[4] - The loss attributable to equity shareholders was HK$1,525.5 million, compared to a loss of HK$912.9 million in 2020, indicating an increase in loss of 67.2%[4] - Valuation losses on investment properties amounted to HK$1,788.0 million, up from HK$1,306.3 million in 2020, reflecting a 37% increase in valuation losses[4] - The decrease in profit was primarily due to rental concessions granted to most tenants of iSQUARE throughout the financial year due to the ongoing COVID-19 pandemic[199] - The occupancy rate and rental income from iSQUARE declined, further impacting overall rental income for the year[199] - The Group maintains a solid financial position with strong cash flows and a low gearing ratio as part of its fundamental strategy[198] - The Group's financial performance showed no significant change during the year under review, reflecting the ongoing challenges in the local economic climate[96] Dividends - The total dividend distribution for the year is HK$0.44 per share, down from HK$0.81 per share in 2020, marking a decrease of 45.7%[5] - The interim dividend paid during the year was HK$0.25 per share, compared to HK$0.56 per share in 2020, a reduction of 55.4%[5] - An interim dividend of HK$0.25 per share was paid, and a final dividend of HK$0.19 per share is recommended for the year ended March 31, 2021[195] - The proposed final dividend is subject to approval at the upcoming annual general meeting[195] Corporate Governance - The Company complied with all applicable provisions of the Corporate Governance Code during the financial year ended 31 March 2021, with specific deviations noted[18] - The Board of Directors is responsible for the leadership and control of the Group, including formulating objectives and overseeing financial performance[32] - All Directors confirmed compliance with the Model Code for Securities Transactions during the financial year ended 31 March 2021[27] - The Company organized in-house training courses for Directors on corporate governance and regulatory obligations at the Company's expense during the financial year[40] - The Board has established three committees: remuneration, nomination, and audit, to focus on specific areas[36] Risk Management - The Group's risk management policy includes measures for handling inside information and ensuring compliance with relevant laws[82] - The Board oversees the risk management process, integrating it into daily operations and involving all departments in identifying operational risks[74] - Risk assessments are conducted on a half-yearly basis, with department heads required to maintain a risk register and develop mitigating strategies[74] - The audit committee reviewed the effectiveness of the Group's risk management and internal control systems, assessing the adequacy of mitigating strategies and their impact on the Group[66] - The management is responsible for the design and implementation of risk management systems, while the Board and audit committee oversee the process[83] Environmental Responsibility - The Corporate Social Responsibility Report reviews the Group's performance in environmental and social responsibilities for the financial year ended 31 March 2021[123] - The Group's environmental policy includes setting long-term carbon emission reduction targets and enhancing staff awareness through internal communication[129] - Total greenhouse gas emissions decreased to 3,502.67 tonnes in the year ended March 31, 2021, down from 6,130.59 tonnes in 2020, representing a reduction of approximately 42.5%[140] - iSQUARE reduced electricity purchased from power company by approximately 30.95% compared to the baseline year ended 31 March 2015[132] - The Group recognizes the impact of its business conduct on the environment and society, striving for sustainable development[121] Employee Management - The total number of employees increased to 33 in 2021 from 31 in 2020, all of whom are full-time staff based in Hong Kong[156] - Employee turnover rate remained at 0% in 2021, unchanged from 2020[157] - Overall employee satisfaction increased to 84.38% in 2021 from 83.87% in 2020[163] - The absence rate decreased to 0.87% in 2021 from 1.50% in 2020[163] - The Group provides job-related training subsidies to all full-time employees, including additional funding for senior management[164] Community Engagement - The Group made donations totaling HK$204,000 to various charities during the financial year ended March 31, 2021, supporting community development and helping underprivileged groups[185] - The Group's commitment to community support includes becoming a Diamond Sponsor for Po Leung Kuk, allowing for continuous charitable engagement throughout the year[186] - The Group established a community policy focusing on enhancing community development (97.45%), improving quality of life (2.35%), and helping underprivileged groups (0.20%) through its charitable activities[184] Tenant Relations - The Group continued to offer rent relief to tenants during the financial year ended March 31, 2021, due to the challenging operating environment caused by the COVID-19 pandemic[173] - The management team conducts daily walk-throughs of iSQUARE to maintain communication with shop tenants and address their concerns efficiently[173] - The Group has established a formal complaint-handling mechanism to ensure timely resolution of tenant dissatisfaction[173] - Direct engagement with tenants and close monitoring of their financial performance and payment records are prioritized to manage leasing risks[94]