香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公佈全部或任何部 分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 鈞濠集團有限公司 GRAND FIELD GROUP HOLDINGS LIMITED (股份代號：���) （於百慕達註冊成立之有限公司） 更改香港股份過戶登記分處 鈞濠集團有限公司（「本公司」）董事（「董事」）會（「董事會」）宣佈自二零二五年一月 一日起，本公司之香港股份過戶登記分處將更改為：－ 卓佳證券登記有限公司 香港夏慤道16號 遠東金融中心17樓 電話： (852) 2980 1333 傳真： (852) 2810 8185 有關本公司之股份過戶及登記手續將由卓佳證券登記有限公司辦理。於二零二四年 十二月三十一日下午四時三十分後仍未領取之股票，可於二零二五年一月一日起從 卓佳證券登記有限公司領取。 承董事會命 鈞濠集團有限公司 主席 馬學綿 香港，二零二四年十二月二日 於 本 公 佈 日 期，董 事 會 之 成 員 包 括 四 名 執 行 董 事 馬 學 綿 先 生、郭 小 彬 先 生、 周桂 ...

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 93,698,000, a decrease of 15.1% compared to HKD 110,349,000 for the same period in 2023[1]. - Gross profit increased to HKD 31,705,000, up 19.5% from HKD 26,640,000 year-on-year[1]. - Operating loss improved to HKD (7,305,000), a reduction of 33.0% from HKD (11,027,000) in the previous year[2]. - Total comprehensive loss for the period was HKD (64,575,000), down 38.0% from HKD (104,182,000) in the same period last year[3]. - The company reported a basic loss per share of HKD (210.7), an improvement from HKD (253.7) in the previous year[2]. - The group recorded a loss attributable to shareholders of approximately HKD 25,808,000, an improvement from a loss of HKD 31,068,000 in the same period last year[36]. - The gross profit margin improved from approximately 24.1% for the six months ended June 30, 2023, to approximately 33.8% for the same period in 2024[36]. Assets and Liabilities - Non-current assets totaled HKD 1,864,956,000, a decrease of 2.7% from HKD 1,916,501,000 as of December 31, 2023[4]. - Current liabilities decreased to HKD 259,709,000 from HKD 293,625,000, reflecting a reduction of 11.5%[6]. - Cash and cash equivalents were HKD 35,369,000, down from HKD 40,925,000, indicating a decrease of 13.9%[5]. - The net asset value was HKD 1,087,721,000, down from HKD 1,152,296,000, representing a decline of 5.6%[6]. - Total assets of the group as of June 30, 2024, amounted to HKD 2,308,595,000, while total liabilities were HKD 503,769,000, resulting in a net asset position[15]. - Total current assets as of June 30, 2024, were approximately HKD 646,655,000, down from HKD 715,847,000 as of December 31, 2023[38]. - The group's total assets as of June 30, 2024, were approximately HKD 2,511,611,000, compared to HKD 2,632,348,000 as of December 31, 2023[38]. - The group's interest-bearing borrowings totaled approximately HKD 619,368,000 as of June 30, 2024, down from HKD 641,305,000 as of December 31, 2023[38]. - The group's debt-to-equity ratio was approximately 132% as of June 30, 2024, compared to 127% as of December 31, 2023[38]. Operational Highlights - The company continues to focus on property development and investment, with no new product launches or acquisitions reported during this period[7]. - The group incurred a loss before tax of HKD 34,155,000 for the six months ended June 30, 2024, compared to a loss of HKD 44,761,000 for the same period in 2023, indicating an improvement of approximately 23.6%[14]. - The group plans to sell non-core assets to reduce leverage and optimize its debt structure, aiming to lower financing costs and enhance financial stability[32]. - The group aims to reduce operating costs and improve operational efficiency in response to external economic uncertainties[33]. - The group will continue to seek new market opportunities through diversification to achieve long-term goals[34]. Legal and Compliance - The company is currently involved in several legal disputes, but management believes these will not have a significant impact on operations[28]. - The company reported a legal provision of HKD 46,382,000 related to a legal case, down from HKD 48,522,000, a decrease of 4.4%[25]. - The company has made a further provision of approximately HKD 342,000 related to a legal case as of June 30, 2024[28]. - The company has not applied new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective, and currently assesses their potential impact on operations[3]. Shareholder Information - The group did not declare or propose any dividends for the six months ended June 30, 2024, consistent with the previous year[22]. - No interim dividend has been recommended for the reporting period[51]. - The company completed a share consolidation on April 26, 2024, merging every 20 shares of HKD 0.01 into one share of HKD 0.20[27]. Audit and Governance - The audit committee was established on August 4, 1999, and its latest terms of reference were adopted on January 1, 2019[55]. - The audit committee's main responsibilities include overseeing the integrity of the company's annual and interim reports, reviewing significant reporting judgments, and assessing the effectiveness of the group's risk management systems[55]. - The company has implemented corrective measures based on the internal control consultant's recommendations, which have strengthened the internal control of business operations[57]. - No significant post-reporting events have occurred within the group from the reporting period until the date of this announcement[57]. Employee and Staffing - The group employed 134 staff as of June 30, 2024, with employee costs amounting to HKD 9,691,000, reflecting a 5.0% increase compared to the previous year[48]. Financial Instruments - The company has not implemented any foreign currency hedging policies and will monitor foreign currency risks closely[43]. - The company has extended the repayment period for old convertible bonds to June 30, 2024, without defaulting on repayments during the interim[41]. - The company has conditionally agreed to issue convertible bonds with a principal amount ranging from HKD 100,869,000 to HKD 101,912,000, with a 6% interest rate over a 36-month term[41]. - The outstanding principal amount of the old convertible bonds was HKD 95,896,475.43, with accrued interest of approximately HKD 4,973,130.08, leading to the issuance of new convertible bonds totaling HKD 100,969,093.34[41]. - Upon full exercise of the conversion rights at a conversion price of HKD 2.6 per share, the subscriber will receive 38,834,266 new ordinary shares, increasing their ownership from approximately 55.25% to 89.27%[41].

Financial Performance - The company's revenue increased significantly from approximately HKD 139,285,000 in the previous year to approximately HKD 264,515,000 for the year ended December 31, 2023[8]. - The loss for the year was approximately HKD 73,220,000, a substantial decrease from a loss of approximately HKD 593,714,000 in the previous year[9]. - The group achieved a gross profit of approximately HKD 59,924,000, up from HKD 18,999,000 in the previous year[11]. - Cash and cash equivalents as of December 31, 2023, were approximately HKD 40,925,000, an increase from approximately HKD 25,418,000 a year earlier[15]. - The company reported a loss attributable to shareholders of approximately HKD 47 million for the year ended December 31, 2023[171]. Expenses and Liabilities - Administrative expenses decreased from approximately HKD 61,648,000 to approximately HKD 49,126,000[11]. - The total interest-bearing borrowings amounted to approximately HKD 641,305,000, down 1.8% from HKD 648,475,000 in the previous year[17]. - The debt-to-equity ratio was approximately 127% as of December 31, 2023, compared to 114% as of December 31, 2022, indicating increased leverage[18]. - The company has a net current liability of HKD 12.9 million as of December 31, 2023[171]. - The company has classified bank loans with a book value of approximately HKD 64.9 million as repayable on demand due to non-compliance with certain financial covenants in the loan agreements[171]. Business Strategy and Growth - The company plans to continue optimizing its business structure and exploring new growth points while focusing on innovation in technology and services[4]. - The group aims to maintain a cautious yet optimistic approach to business, actively seeking innovation and growth opportunities in the market[12]. - The group plans to continue expanding its existing business and exploring new business opportunities in 2024, with a focus on mergers and acquisitions to enter new markets[27]. - Future outlook includes a projected revenue growth of 10% for the next fiscal year, driven by new product launches and market expansion strategies[40]. - The company is considering strategic acquisitions to enhance its market position, with a budget of up to HKD 20 million earmarked for potential targets[47]. Investments and Commitments - The group has significant commitments for investment properties and properties under development amounting to HKD 71,116,000 as of December 31, 2023, down from HKD 91,715,000 in the previous year[23]. - The group has pledged properties with a carrying amount of approximately HKD 1,748,285,000 as collateral for bank loans and other borrowings[24]. - The group issued convertible bonds totaling HKD 95,896,475.43, which could potentially increase the issued share capital by approximately 28.92% to 64.99% if fully converted[22]. Corporate Governance - The company has complied with all provisions of the corporate governance code except for the separation of the roles of Chairman and CEO, which remains unfilled[50]. - The board consists of seven members, with four executive directors and three independent non-executive directors, ensuring a balance of professional knowledge and experience[53]. - The board held a total of seven meetings and one annual general meeting during the year, with full attendance from all directors[56]. - The company has adopted a code of conduct for securities transactions by directors, with no known breaches during the year[51]. - The company is committed to continuous professional development for all directors, who participated in training sessions covering corporate governance, regulatory, and financial topics[59]. Risk Management and Internal Controls - The company has established a risk management framework to identify, assess, respond to, and monitor risks and their changes[132]. - The internal control system includes clear policies and procedures defining responsibilities, authorizations, and accountability across departments[136]. - An independent internal control consultant has been appointed to review the company's risk management procedures and internal control system effectiveness[139]. - The audit committee has not identified any events that would suggest the company's risk management and internal control systems are inadequate or ineffective[139]. - The company has established a whistleblowing mechanism to encourage employees to report misconduct or fraud[136]. Shareholder Communication - The company emphasizes effective communication with shareholders and investors through various channels, including interim and annual reports, and encourages shareholder participation in annual general meetings[178]. - The board is responsible for maintaining ongoing dialogue with shareholders and ensuring high levels of disclosure and financial transparency[183]. - The company must send the annual report to shareholders at least 21 days before the annual general meeting and the interim report within three months after the end of the first six months of each accounting year[190]. - The company emphasizes the importance of shareholder privacy and will not disclose shareholder information without consent, except as required by law[200]. - The board will review the shareholder communication policy annually or as needed to assess its effectiveness and improve communication channels[196].

Financial Performance - Total revenue for the year ended December 31, 2023, was HKD 264,515,000, representing a 90% increase from HKD 139,285,000 in 2022[3] - Gross profit for the year was HKD 59,924,000, compared to HKD 18,999,000 in the previous year, indicating a significant improvement[3] - The company reported a net loss of HKD 73,220,000 for 2023, a reduction from a loss of HKD 593,714,000 in 2022, showing a substantial decrease in losses[4] - Basic and diluted loss per share improved to HKD 19.2 from HKD 160.3 in the previous year[4] - The group reported a pre-tax loss of HKD 14,640,000 for 2023, a substantial improvement compared to a loss of HKD 683,939,000 in 2022[22] - The group reported a loss of approximately HKD 47,026,000 for the year ended December 31, 2023, compared to a loss of HKD 392,648,000 in 2022, indicating a significant improvement in performance[33] - The group’s tax expense for the year was HKD 58,580,000, compared to a tax credit of HKD 90,225,000 in the previous year, indicating a shift towards profitability[22] Assets and Liabilities - The company’s total assets less current liabilities amounted to HKD 1,903,643,000, down from HKD 2,075,974,000 in 2022[8] - Non-current assets decreased to HKD 1,916,501,000 from HKD 1,980,193,000 year-over-year[8] - The company’s total liabilities decreased to HKD 1,480,052,000 from HKD 1,576,103,000, reflecting improved financial health[9] - Total assets as of December 31, 2023, amounted to HKD 2,632,348,000, a decrease from HKD 2,821,259,000 in 2022, primarily due to asset revaluation[27] - The group’s liabilities increased slightly to HKD 1,480,052,000 in 2023 from HKD 1,562,103,000 in 2022, indicating stable financial leverage[27] - The group’s total liabilities decreased from HKD 412,323,000 in 2022 to HKD 293,625,000 in 2023, indicating improved financial stability[39] Revenue Segments - The company generated HKD 185,076,000 from property sales, up from HKD 108,941,000 in 2022, reflecting strong performance in this segment[14] - The property development segment generated revenue of HKD 185,076,000, while the hotel operations segment contributed HKD 7,710,000, indicating a recovery in these areas[26] - Rental income for the year was approximately HKD 23,058,000 in 2023, an increase from HKD 18,657,000 in 2022, representing a growth of about 23.0%[50] Cost Management - The company’s financing costs decreased to HKD 46,885,000 from HKD 50,982,000, contributing to the reduction in overall losses[3] - Financing costs decreased to HKD 46,885,000 in 2023 from HKD 50,982,000 in 2022, reflecting better cost management[20] - Employee costs, including salaries and bonuses, decreased from HKD 13,244,000 in 2022 to HKD 12,576,000 in 2023, reflecting cost management efforts[32] - The total employee cost for the year was approximately HKD 13,493,000, down from HKD 14,105,000 in 2022, with 125 employees as of December 31, 2023[81] Investment and Future Plans - The company plans to continue focusing on market expansion and new product development to drive future growth[12] - The company plans to continue a diversified development strategy and optimize its asset portfolio while maintaining a cautious and optimistic operational approach[65] - The company plans to continue focusing on expanding existing businesses and exploring new business opportunities in 2024, including seeking acquisition deals to enter new markets[76] Legal Matters - The company is involved in ongoing legal disputes, but the board believes these will not have a significant impact on operations[55] - The company has a legal claim for RMB 30,426,958.91 against Zhejiang Beishen Cultural Tourism Development Co., Ltd., with no appeals filed after the initial judgment[58] Shareholder Information - The company did not recommend any dividend distribution for the year ending December 31, 2023, consistent with the previous year[52] - The board did not recommend the payment of a final dividend for the year, consistent with the previous year[84] - The company has issued 244,955,413 shares and convertible bonds as of January 9, 2024, with a potential conversion of up to 252,359,145 shares from existing convertible bonds[93] Miscellaneous - The company has no single customer contributing over 10% of total revenue, maintaining a diversified customer base[30] - The company has not entered into any hedging transactions during the year, despite facing foreign exchange risks due to fluctuations in the RMB to HKD exchange rate[71] - The company remains confident in seizing new market opportunities while ensuring steady growth and innovation[65]

Financial Performance - Revenue for the six months ended June 30, 2023, was HKD 110,349,000, representing a 48.8% increase from HKD 74,186,000 in the same period of 2022[5] - Gross profit for the same period was HKD 26,640,000, compared to HKD 3,972,000 in 2022, indicating a significant improvement[5] - The operating loss decreased to HKD 11,027,000 from HKD 565,835,000 year-over-year, reflecting a substantial reduction in losses[5] - The net loss for the period was HKD 49,254,000, down from HKD 478,258,000 in the previous year, showing a marked improvement in financial performance[5] - Basic and diluted loss per share improved to HKD 12.7 from HKD 130.0, indicating a recovery in earnings per share[5] - The company reported a total comprehensive loss of HKD 104,182,000 for the period, compared to HKD 560,857,000 in the previous year, reflecting a positive trend[6] - The company reported a net loss of HKD 318,455,000 for the six months ended June 30, 2023, compared to a loss of HKD 478,258,000 for the same period in 2022, indicating a decrease in losses by approximately 33.5%[11] - The total comprehensive loss for the period was HKD 365,967,000, compared to HKD 560,857,000 in the previous year, showing an improvement of approximately 34.7%[11] - The company reported a significant other loss of HKD 478,573,000, which impacted overall financial performance[19] - The company’s total equity as of June 30, 2023, was HKD 1,154,777,000, reflecting a decrease from HKD 1,996,045,000 at the beginning of the year[11] Assets and Liabilities - Total assets decreased to HKD 2,676,174,000 as of June 30, 2023, from HKD 2,821,167,000 at the end of 2022[8] - Non-current assets decreased to HKD 1,872,370,000 from HKD 1,980,193,000, indicating a reduction in long-term investments[8] - The company's total liabilities as of June 30, 2023, were HKD 454,335,000, a decrease from HKD 478,998,000 as of December 31, 2022[37] - The group's total assets as of June 30, 2023, were approximately HKD 2,669,174,000, down from HKD 2,821,259,000 as of December 31, 2022[80] - The group's interest-bearing borrowings amounted to approximately HKD 671,411,000 as of June 30, 2023, compared to HKD 648,475,000 as of December 31, 2022[81] - The debt-to-equity ratio as of June 30, 2023, was approximately 131.3%, an increase from 114% as of December 31, 2022[81] Cash Flow and Liquidity - Cash and cash equivalents increased significantly to HKD 66,482,000 from HKD 25,418,000, indicating improved liquidity[8] - Cash and cash equivalents at the end of the period increased to HKD 66,482,000 from HKD 59,257,000, marking an increase of about 12.5%[13] - The company generated a net cash inflow from operating activities of HKD 81,000, a decrease from HKD 21,288,000 in the previous year, reflecting a decline of approximately 99.6%[13] - As of June 30, 2023, the group's cash and cash equivalents amounted to approximately HKD 66,482,000, up from HKD 25,418,000 as of December 31, 2022[79] Operational Strategy - The company plans to continue focusing on cost management and operational efficiency to further improve financial results in the future[5] - The company plans to continue its investment in property development and general trading to enhance future revenue streams[15] - The company plans to sell non-core assets to reduce leverage and debt levels while also aiming to decrease operating costs to mitigate external uncertainties[74] - The group will continue to seek new opportunities to achieve long-term goals while maintaining a cautious optimism regarding economic outlook[77] Legal and Compliance - The company is currently involved in a legal dispute regarding a construction contract, with a potential liability of approximately RMB 15,480,000 (approximately HKD 18,000,000) plus interest[64] - The company is in the process of negotiating with banks to renew its bank loan agreements due to non-compliance with certain financial covenants[57] - The company has not reported any significant litigation or claims that could adversely affect its operations as of the report date[66] - The group has adopted all new and revised Hong Kong Financial Reporting Standards effective from January 1, 2023, with no significant impact on accounting policies or financial statements[22] Shareholder Information - Major shareholders include Rhenfield Development Corp. with a 28.73% stake, and other significant shareholders with varying percentages, including 131.94% held by certain individuals through controlled entities[108] - The company has a total of 24,495,541 share options available for grant under the share option scheme, representing approximately 10% of the total issued shares[112] - The board does not recommend the distribution of an interim dividend for the reporting period[105] Employment and Remuneration - The group employed 136 staff as of June 30, 2023, up from 132 on December 31, 2022, with employee costs totaling HKD 9,229,000, reflecting a 28.8% increase compared to HKD 7,165,000 for the same period last year[94] - The total remuneration for the company's directors for the six months ended June 30, 2023, was HKD 1,022,000, compared to HKD 1,003,000 for the same period in 2022[59] - The salaries and allowances for two major shareholders remained unchanged at HKD 330,000 and HKD 300,000 respectively for the six months ended June 30, 2023[59]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公佈全部或任何部 份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 鈞 濠 集 團 有 限 公 司 GRAND FIELD GROUP HOLDINGS LIMITED （於百慕達註冊成立之有限公司） (股份代號：���) 截至二零二三年六月三十日止六個月之中期業績公佈 鈞濠集團有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此公佈本公司及其附屬 公司（統稱為「本集團」）截至二零二三年六月三十日止六個月之未經審核簡明綜合中 期業績及比較數字載列如下： 簡明綜合損益表 截至二零二三年六月三十日止六個月 截至六月三十日止六個月 二零二三年 二零二二年 附註 港幣千元 港幣千元 （未經審核 ...

Financial Performance - Revenue for the year ended December 31, 2022, decreased significantly to approximately HKD 139,285,000 from about HKD 543,280,000 in the previous year, representing a decline of approximately 74.3%[9] - The loss for the year was approximately HKD 593,714,000, compared to a loss of HKD 377,947,000 in the previous year, indicating an increase in losses of about 57%[9] - Cash and cash equivalents as of December 31, 2022, were approximately HKD 25,418,000, down from HKD 51,582,000 in the previous year, a decrease of about 50.8%[12] - The company reported a loss attributable to shareholders of approximately HKD 392.6 million for the year[145] - The net cash flow used in operating activities was approximately HKD 72.1 million[145] Assets and Liabilities - The total assets as of December 31, 2022, were approximately HKD 2,821,259,000, down from HKD 3,750,128,000 in the previous year, reflecting a decrease of about 24.8%[13] - The total interest-bearing borrowings amounted to approximately HKD 648,475,000, a decrease from HKD 675,330,000 in the previous year, showing a reduction of about 4%[14] - The debt-to-equity ratio was approximately 114% as of December 31, 2022, compared to 65% in the previous year, indicating a significant increase in leverage[15] Strategic Plans - The group plans to focus on completing the leasing and operation of all properties in 2023 to increase occupancy rates and optimize the asset portfolio[10] - The group intends to sell non-core assets to reduce the debt ratio and improve cash flow amidst a recovering market post-COVID[10] - The group aims to adopt a cautiously optimistic approach in 2023 to enhance cash flow and improve financial metrics on the balance sheet[5] Corporate Governance - The company has complied with all provisions of the Corporate Governance Code, except for the separation of the roles of Chairman and CEO, which remains unfilled[50] - The board consists of seven members, with four executive directors and three independent non-executive directors, ensuring a balance of professional knowledge and experience[53] - The company has established good corporate governance practices and procedures to ensure accountability and transparency[50] - The board is responsible for approving and monitoring the overall strategy and policies of the group[53] Board Composition and Diversity - The board consists of five male directors and two female directors, achieving gender diversity as per the company's policy[118] - The company emphasizes the importance of diversity in the board to support strategic goals and sustainable development, with a focus on merit-based selection[104] - The board's composition should reflect a balance of executive, non-executive, and independent non-executive directors to facilitate informed decision-making[107] Risk Management - The company has established a risk management framework consisting of two main components: risk management structure and risk management procedures[126] - The board of directors is responsible for establishing the risk management framework and policies, continuously monitoring the effectiveness of the risk management and internal control systems at least once a year[127] - The management is responsible for identifying and continuously monitoring strategic, operational, financial, reporting, and compliance risks during daily operations[132] Shareholder Communication - The company emphasizes effective communication with shareholders and investors through various channels, including interim and annual reports[152] - The company encourages shareholder participation in annual general meetings and ensures that key committee chairs are present to answer questions[160] - The board of directors must review the effectiveness of shareholder communication policies annually[171] Employee and Management - The group employed 132 staff members as of December 31, 2022, with total employee costs (including director remuneration) approximately HKD 14,105,000, a slight decrease from HKD 14,496,000 in 2021[30] - The management team is responsible for daily operations while retaining certain important matters for board approval[53] ESG Commitment - The company is committed to environmental, social, and governance (ESG) practices, with a dedicated committee in place[32] - The ESG committee, established in 2012, oversees the company's environmental, social, and governance strategies and policies[122]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公佈全部或任何部 份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 鈞 濠 集 團 有 限 公 司 GRAND FIELD GROUP HOLDINGS LIMITED （於百慕達註冊成立之有限公司） (股份代號：���) 截至二零二二年十二月三十一日止年度之全年業績公佈 鈞濠集團有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此公佈本公司及其附屬 公司（統稱「本集團」）截至二零二二年十二月三十一日止年度之綜合業績，連同二零 二一年之比較數字如下。 綜合損益表 截至二零二二年十二月三十一日止年度 二零二二年 二零二一年 附註 港幣千元 港幣千元 3 139,285 543,280 收益 (120,286) (307,638) 收益成本 ...

Financial Performance - Revenue for the six months ended June 30, 2022, was HKD 176,563,000, a decrease of 30.8% compared to HKD 255,091,000 in the same period of 2021[6] - Gross profit dropped significantly to HKD 5,014,000, down 96.2% from HKD 130,755,000 year-on-year[6] - The company reported a loss of HKD 477,216,000 for the period, compared to a profit of HKD 22,026,000 in the previous year[7] - Basic and diluted loss per share was HKD 129.6, a decline from earnings of HKD 2.9 in the same period last year[6] - The total comprehensive loss for the six months ended June 30, 2022, was HKD 364,955,000, compared to a total comprehensive income of HKD 20,546,000 for the same period in 2021[12] - The group reported a net loss of HKD 477,216,000 for the six months ended June 30, 2022, compared to a profit of HKD 22,026,000 for the same period in 2021[34] - The group recorded a loss attributable to shareholders of approximately HKD 317,413,000 for the reporting period, compared to a profit of approximately HKD 7,056,000 for the same period in 2021[74] Assets and Liabilities - Total assets decreased to HKD 3,107,641,000 as of June 30, 2022, down from HKD 4,750,128,000 at the end of 2021[9] - Non-current assets fell to HKD 2,019,172,000, a reduction of 24.6% from HKD 2,678,983,000[9] - Current liabilities increased to HKD 807,743,000, compared to HKD 887,895,000 in the previous year[10] - The company’s total equity attributable to owners decreased to HKD 675,963,000 as of June 30, 2022, from HKD 1,261,931,000 at the beginning of the year[12] - The group’s total liabilities as of June 30, 2022, were HKD 453,445,000, a decrease from HKD 583,126,000 as of December 31, 2021, reflecting a reduction of approximately 22.3%[35] Cash Flow and Liquidity - Cash and cash equivalents increased to HKD 59,257,000 from HKD 51,582,000, indicating improved liquidity[9] - The net cash flow from operating activities for the six months ended June 30, 2022, was HKD 21,318,000, a decrease of 88.2% compared to HKD 180,425,000 for the same period in 2021[15] - Cash and cash equivalents at the end of the period were HKD 59,257,000, down from HKD 94,976,000 at the end of June 2021[15] - The group’s cash and cash equivalents were approximately HKD 59,257,000 as of June 30, 2022, an increase from HKD 51,582,000 as of December 31, 2021[76] Investments and Property - The fair value of completed investment properties in China was HKD 1,764,525,000 as of June 30, 2022, down from HKD 2,394,190,000 at the end of 2021[24] - The group recognized a fair value loss on investment properties amounting to HKD 453,820,000 for the six months ended June 30, 2022, which was not present in the previous year[39] - The fair value of completed investment properties in China was HKD 1,764,525,000 as of June 30, 2022, down from HKD 2,394,190,000 as of December 31, 2021, reflecting a decrease of approximately 26.3%[26] Corporate Governance and Compliance - The company has complied with all provisions of the corporate governance code, except for the separation of the roles of Chairman and CEO, which remains unfilled[104] - The audit committee has reviewed the accounting principles and practices adopted by the group and discussed financial reporting matters, including the unaudited interim financial performance for the reporting period[109] Future Plans and Strategies - The company plans to focus on market expansion and new product development to recover from the current financial downturn[8] - The group plans to sell non-core assets to reserve more cash, reduce leverage and debt, and make prudent investments[73] - The group aims to reduce operating costs and lower debt to mitigate the impact of external instability[73] - The group will maintain a cautious yet optimistic outlook for further development despite potential unforeseen adverse developments[93] Legal Matters - The company has made a provision of approximately RMB 42,037,000 (approximately HKD 49,242,000) in its consolidated profit and loss for the six months ended June 30, 2022, related to a legal claim involving construction contract disputes[62] - The company is pursuing a legal case against Zhejiang Beishen Cultural Tourism Development Co., Ltd. for the return of a loan principal of RMB 30 million, with the case having been heard on July 7, 2022, but no judgment has been made yet[64] - The company is currently assessing a legal dispute involving a construction contract, which is not expected to have a significant adverse impact on the group's financial position[112] Shareholder Information - Major shareholders included Rhenfield Development Corp. with a 28.73% stake and 曾芷諾 with a 51.10% stake in the company as of June 30, 2022[99] - No dividends were declared or proposed for the six months ended June 30, 2022, consistent with the previous year[45] - No interim dividend was recommended for the reporting period, consistent with the previous year[96]

Financial Performance - The company's revenue for the year ended December 31, 2021, decreased significantly from approximately HKD 1,141,245,000 to about HKD 543,280,000, primarily due to the completion and delivery of residential units and serviced apartments in Shenzhen [10]. - The property sales accounted for approximately 93% of the total revenue for the year, while trade income and rental income contributed only about 4% and 2%, respectively [10]. - The company reported a loss of approximately HKD 377,947,000 for the year, compared to a profit of about HKD 91,481,000 in 2020, mainly due to decreased transaction volume in Shenzhen and increased fair value losses on investment properties [10]. - The loss attributable to shareholders was approximately HKD 200,397,000 (2020: profit of approximately HKD 111,817,000) [167]. - The group's investment properties were revalued, resulting in a loss of approximately HKD 264,035,000 (2020: loss of approximately HKD 127,982,000) [171]. - The company did not recommend the payment of a final dividend for the year (2020: none) [170]. Assets and Liabilities - As of December 31, 2021, the company's total current assets were approximately HKD 1,071,145,000, an increase from about HKD 623,534,000 in the previous year [13]. - The company's total liabilities decreased to approximately HKD 887,895,000 from about HKD 1,404,819,000 year-on-year [13]. - The company's gearing ratio and debt-to-equity ratio were relatively low, with a debt-to-equity ratio of approximately 65% as of December 31, 2021, compared to 55% in the previous year [15]. - As of December 31, 2021, the company's reserves included retained earnings of approximately HKD 140,281,000 (2020: approximately HKD 140,281,000) and accumulated losses of approximately HKD 168,036,000 (2020: approximately HKD 391,199,000) [169]. Business Strategy and Operations - The Shenzhen project has completed construction and is actively leasing and attracting tenants, with several major brands signing lease intentions [11]. - The company plans to focus on completing the leasing and operation of all its properties and optimizing its asset portfolio by selling non-core assets to reduce debt levels [11]. - The company is actively seeking diverse business opportunities and plans to acquire and incubate upstream and downstream enterprises to enhance cash flow [6]. - The company plans to continue expanding its existing business and exploring new business opportunities, including seeking acquisition deals to enter new markets [27]. - The group is actively diversifying financing channels to secure optimal financing costs and ensure project progress [152]. Corporate Governance - The company has a commitment to corporate governance, as evidenced by the qualifications of its board members [41][42]. - The company has adhered to all provisions of the corporate governance code as per the listing rules, except for the separation of the roles of Chairman and CEO, which remains unfilled [48]. - The board consists of seven members, with four executive directors and three independent non-executive directors, ensuring a balance of professional knowledge and experience [51]. - The board is responsible for approving and monitoring the overall strategy and policies of the group, as well as evaluating performance [51]. - The company has established a Nomination Committee to evaluate potential board candidates based on established criteria, ensuring they meet the necessary qualifications [96]. Risk Management - The board is responsible for maintaining an effective risk management and internal control system to protect the overall interests of the company and its shareholders [107]. - The management is responsible for identifying and continuously monitoring strategic, operational, financial, reporting, and compliance risks [112]. - The group has established a risk register to record identified risks and regularly assess the potential impact and likelihood of each major risk [122]. - An independent internal control consultant was appointed to conduct a review covering the period from January 1, 2021, to December 31, 2021 [123]. Employee and Director Information - The total employee cost for the year was approximately HKD 14,496,000, an increase from HKD 9,232,000 in 2020, with 106 employees as of December 31, 2021 [31]. - The company reported a monthly director's remuneration of HKD 41,800 for executive directors [36]. - The independent non-executive director, Mr. Xu, has over 20 years of experience in the marketing industry [41]. - The company has established a strong management team with diverse backgrounds in finance, operations, and real estate [39][45]. Share Capital and Options - The company's issued share capital was reduced to HKD 2,449,554.13, divided into 244,955,413 shares with a par value of HKD 0.01 each as of December 31, 2021 [19]. - The new convertible bonds issued amounted to HKD 99,757,011, with a conversion price of HKD 0.80 per share, potentially increasing the major shareholder's stake from approximately 28.92% to 52.90% [22]. - The company has adopted a share option scheme to incentivize and reward eligible individuals [183]. - The number of shares available for issuance under the share option plan is 24,495,541 shares, representing approximately 10% of the company's issued share capital [189].