第 1 頁 共 11 頁 v 1.1.1 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年9月30日 | 狀態: 新提交 | | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | 公司名稱: | 盛洋投資(控股)有限公司 | | | 呈交日期: | 2025年10月2日 | | | I. 法定/註冊股本變動 不適用 | | | FF301 FF301 II. 已發行股份及/或庫存股份變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00174 | 說明 | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 635,570,000 | | 0 | | 635,570,000 | | 增加 / 減少 (-) | | | | 0 ...

Core Viewpoint - The company is a Hong Kong investment holding firm primarily engaged in investment activities, operating through four main segments: securities and other investments, fund platform investments, property investment and development, and fund investments [5] Revenue and Profit Growth - Historical revenue and net profit growth rates show fluctuations, with significant changes observed in recent years [7][10] - In the first half of 2025, the company reported a revenue composition of 0.002 billion HKD from securities and other investments, 0.084 billion HKD from Hong Kong property investments, and 2.959 billion HKD from property development managed by GR Realty [9][12] Financial Performance - For the first half of 2025, the average return on equity was -2.75%, a decrease of 2.07 percentage points compared to the same period last year [16] - The net cash flow from operating activities was 94.21 million HKD, while financing activities showed a net outflow of 170 million HKD [20] Asset and Liability Changes - As of the first half of 2025, investment properties decreased by 0.78%, while inventory dropped by 28.7% [27] - Long-term borrowings decreased by 27.67%, while short-term borrowings increased by 74.89% [30] Liquidity Ratios - The current ratio was reported at 0.79 and the quick ratio at 0.43 for the first half of 2025 [34]

盛洋投資（控股）有限公司 （於香港註冊成立之有限公司） (股份代號：174) 各位非登記股東 （附註 1 ） ： 於本公司網站刊發公司通訊的通知 根據香港聯合交易所有限公司（「聯交所」）證券上市規則第 2.07A 及 2.07B 條、盛洋投資（控股）有限公司（「本公司」）之 組織章程細則及公司條例（香港法例第 622 章），本公司已採納透過電子方式向其非登記股東發佈日後所有公司通訊 （附註 2 ） （「公司通訊」）的安排，所有公司通訊的中、英文版本將在本公司網站 www.geminiinvestments.com.hk 和聯交所網站 www.hkexnews.hk（「網上版本」）上提供，以代替印刷本。除非 閣下提出要求，公司不會再向 閣下郵寄公司通訊的印刷本。 謹此通知 閣下，下述公司通訊之英文及中文版本，現已於本公司網站內的「投資者關係」及聯交所網站登載： 註： 1. 非登記股東指其股份存放於中央結算及交收系統（中央結算及交收系統）的有關人士或公司，而彼等已透過香港中央結算 有限公司不時通知本公司，彼等擬收取本公司之公司通訊。如 閣下已經出售或轉讓所持有之本公司股份，則毋須理會本 函件及申請表格。 2. 公 ...

盛洋投資（控股）有限公司 （於香港註冊成立之有限公司） (股份代號：174) 各位登記股東： 於 本 公 司 網 站刊 登公 司 通 訊 之 通知 謹此通知 閣下，盛洋投資（控股）有限公司（「本公司」）之下述公司通訊（「本次公司通訊」）之英文及中文版 本 ， 現 已 於 本 公 司 網 站 www.geminiinvestments.com.hk 及香港聯合交易所有限公司（「 聯交所 」）網站 www.hkexnews.hk 登載；或本次公司通訊之印刷本已按 閣下所選擇之語言版本隨件附上（如適用）： • 中期報告 2025 請於本公司網站內的「投資者關係」或聯交所網站以閱覽公司通訊。 附件 附註： 公司通訊指按聯交所證券上市規則第1.01條所定義，本公司已發出或將予發出以供其任何證券的持 有人或投資大衆參照或採取行動的任何文件，其中包括但不限於 (a) 董事局報告、年度賬目連同核數 師報告及（如適用）財務摘要報告；(b) 中期報告及（如適用）中期摘要報告；(c) 會議通告；(d) 上 市文件；(e) 通函；及(f) 代表委任表格。 倘 閣下因任何原因於瀏覽本公司網站及聯交所網站登載的本次公司通訊時出現任何困難 ...

[Financial Highlights](index=3&type=section&id=Financial%20Highlights) The 2025 interim report for Gemini Investments (Holdings) Limited reveals a year-on-year revenue decrease and expanded losses, primarily due to slower New York residential sales and commercial property revaluations in the US and Hong Kong, with total assets and cash also declining Key Interim Financial Data for 2025 (HKD Thousands) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 411,952 | 596,312 | | Loss Before Income Tax | (64,628) | (37,768) | | Loss for the Period | (116,626) | (53,146) | | Loss Attributable to Company Shareholders | (117,890) | (30,310) | | Loss Per Share — Basic (HKD) | (0.19) | (0.05) | | Loss Per Share — Diluted (HKD) | (0.19) | (0.05) | | **Balance Sheet (Period End):** | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | Total Assets | 9,574,819 | 10,118,632 | | Equity Attributable to Company Shareholders | 4,244,295 | 4,337,387 | | Cash and Cash Equivalents | 253,122 | 374,035 | [Chairman's Report](index=4&type=section&id=Chairman's%20Report) The Chairman's Report attributes expanded losses in H1 2025 to slower New York residential sales and US/HK commercial property revaluations, with the company focusing on US property, optimizing operations, and maintaining prudent capital management, while not recommending an interim dividend - In the first half of 2025, the Group's total revenue was **HKD 412 million** (H1 2024: HKD 596 million), with loss attributable to company shareholders approximately **HKD 118 million** (H1 2024: HKD 30 million)[6](index=6&type=chunk) - The primary reasons for the expanded loss include slower sales progress of New York residential projects, leading to reduced revenue, and downward revaluation of certain properties due to ongoing adjustments in the US and Hong Kong commercial property markets[6](index=6&type=chunk) - The Board of Directors does not recommend the payment of any interim dividend for the 2025 interim period on the company's ordinary shares[7](index=7&type=chunk) - The Group will continue to focus on property investment and development in the United States, managed through its US property fund management platform, Gemini Rosemont Realty LLC[8](index=8&type=chunk) - Facing a complex environment, the Group will adhere to a prudent capital management strategy, strengthen cash flow control, and flexibly respond to market changes[8](index=8&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) This section details the Group's H1 2025 business and financial performance, focusing on US and Hong Kong commercial/residential real estate, analyzing revenue, expenses, fair value changes, liquidity, and updating on placement proceeds and staff - The Group continued to focus on commercial and residential real estate-related businesses in the US and Hong Kong during the 2025 interim period[12](index=12&type=chunk) [Business Review](index=5&type=section&id=Business%20Review) The Group's business includes US and Hong Kong property investment, US property development, and other operations, with US investment properties comprising **72%** of total assets, Hong Kong **3%**, and US properties held for sale **6%**, all managed by Gemini-Rosemont Realty LLC - The Group primarily engages in property investment in the United States and Hong Kong, as well as property development and other businesses in the United States[13](index=13&type=chunk) - As of June 30, 2025, investment properties in the US and Hong Kong accounted for **72%** and **3%** of our total assets, respectively, while properties held for sale in the US accounted for **6%**[13](index=13&type=chunk) - All our properties in the United States are managed by the US property fund management platform, Gemini-Rosemont Realty LLC ('GR Realty')[13](index=13&type=chunk) [Property Investment in the US](index=5&type=section&id=Property%20Investment%20in%20the%20US) As of June 30, 2025, the US investment property portfolio, valued at **HKD 6.886 billion**, includes eight commercial properties and several units in four New York City residential buildings, with an average occupancy rate of **74%** - The US investment property portfolio comprises eight commercial properties and several units within four residential buildings in New York City[14](index=14&type=chunk) - As of June 30, 2025, the carrying value of our investment properties in the US totaled **HKD 6,886 million** (December 31, 2024: HKD 6,914 million)[14](index=14&type=chunk) - During the 2025 interim period, our investment properties in the US generated total revenue of **HKD 348 million** (H1 2024: HKD 377 million), with an average occupancy rate of **74%**[14](index=14&type=chunk) [Property Development in the US](index=5&type=section&id=Property%20Development%20in%20the%20US) The Group's US property development projects include three residential redevelopment projects in Manhattan and Brooklyn, New York, with a total carrying value of **HKD 547 million**, and property sales revenue significantly decreased to **HKD 54 million** this period - The Group's property development projects include three residential redevelopment projects located in Manhattan and Brooklyn, New York[15](index=15&type=chunk) - The total carrying value was **HKD 547 million** (December 31, 2024: HKD 767 million)[15](index=15&type=chunk) - During the 2025 interim period, property sales revenue of **HKD 54 million** was recorded (H1 2024: HKD 215 million)[15](index=15&type=chunk) [Investment Properties in Hong Kong](index=5&type=section&id=Investment%20Properties%20in%20Hong%20Kong) Hong Kong investment properties, primarily Grade A office units in two buildings on Hong Kong Island, have a carrying value of **HKD 293 million**, representing **3%** of total assets, with stable rental income of **HKD 4 million** and a **100%** average occupancy rate - Investment properties in Hong Kong primarily consist of Grade A office units within two buildings on Hong Kong Island[16](index=16&type=chunk) - The total carrying value was **HKD 293 million** (December 31, 2024: HKD 321 million), accounting for **3%** of our total assets as of June 30, 2025[16](index=16&type=chunk) - During the 2025 interim period, rental income from investment properties in Hong Kong was **HKD 4 million** (H1 2024: HKD 4 million), with an average occupancy rate of **100%**[16](index=16&type=chunk) [Other Businesses](index=6&type=section&id=Other%20Businesses) Other businesses include fund and securities investments; the securities investment portfolio increased to **HKD 138 million** but yielded lower returns, while the fund investment portfolio slightly decreased, recognizing a fair value loss - Other businesses primarily include fund investments and securities investments[17](index=17&type=chunk) - As of June 30, 2025, our securities investment portfolio was **HKD 138 million** (December 31, 2024: HKD 122 million), recording a securities investment gain of **HKD 10 million** (H1 2024: gain of HKD 15 million)[17](index=17&type=chunk) - The fund investment portfolio had a carrying value of **HKD 453 million** (December 31, 2024: HKD 458 million), recognizing a fair value loss of **HKD 8 million** (H1 2024: loss of HKD 12 million)[17](index=17&type=chunk) [Financial Review](index=6&type=section&id=Financial%20Review) The Group's total revenue decreased **31%** year-on-year, mainly due to reduced New York property sales, which also lowered operating expenses; investment property fair value losses slightly narrowed but were still affected by market slowdowns [Revenue](index=6&type=section&id=Revenue) The Group's total revenue decreased **31%** year-on-year to **HKD 412 million**, primarily due to a significant reduction in property sales from New York City development projects Revenue Component Analysis (HKD Millions) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Rental Income | 269 | 288 | | Ancillary Services and Management Service Income from Property Leasing | 83 | 93 | | Property Sales | 54 | 215 | | Other | 6 | – | | **Total Revenue** | **412** | **596** | - The decrease in revenue was primarily attributable to reduced property sales from development projects located in New York City[18](index=18&type=chunk) [Operating Expenses](index=7&type=section&id=Operating%20Expenses) The Group's operating expenses decreased **35.8%** year-on-year to **HKD 190 million**, mainly due to lower inventory costs resulting from reduced property sales in New York City development projects Operating Expense Component Analysis (HKD Millions) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Repairs, Maintenance and Utilities | 65 | 75 | | Property Insurance and Management Expenses | 23 | 25 | | Property Tax | 54 | 45 | | Cost of Inventories | 41 | 136 | | Other | 7 | 15 | | **Total Operating Expenses** | **190** | **296** | - The decrease in operating expenses was primarily due to reduced property sales from development projects in New York City, leading to lower inventory costs[21](index=21&type=chunk) [Loss from Fair Value Change of Investment Properties](index=7&type=section&id=Loss%20from%20Fair%20Value%20Change%20of%20Investment%20Properties) Loss from fair value change of investment properties was **HKD 162 million**, a slight narrowing year-on-year, but the overall fair value decreased **2%** due to a slowdown in the US and Hong Kong commercial property markets - During the 2025 interim period, a total loss from fair value change of investment properties of **HKD 162 million** was recorded (H1 2024: loss of HKD 167 million)[22](index=22&type=chunk) - The overall fair value of our investment properties decreased by **2%** due to multiple factors leading to a slowdown in the US and Hong Kong commercial property markets[22](index=22&type=chunk) - Properties located in the US recorded a value decrease of **2%** (approximately HKD 134 million), while our properties in Hong Kong recorded a value decrease of **9%** (approximately HKD 28 million)[22](index=22&type=chunk) [Other Income, Gains/Losses](index=7&type=section&id=Other%20Income%2C%20Gains%2FLosses) Other income, gains/losses primarily comprised interest income, which amounted to **HKD 3 million** this period, a year-on-year decrease - During the 2025 interim period, other income, gains/losses primarily included interest income of **HKD 3 million** (H1 2024: HKD 6 million)[23](index=23&type=chunk) [Administrative and Other Expenses](index=8&type=section&id=Administrative%20and%20Other%20Expenses) Administrative and other expenses decreased **17.35%** year-on-year to **HKD 79 million**, mainly influenced by changes in exchange differences Administrative and Other Expenses Component Analysis (HKD Millions) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Staff Costs | 45 | 43 | | Legal and Professional Fees | 18 | 24 | | Depreciation | 6 | 7 | | Insurance Expenses | 4 | 3 | | Information Service Fees | 4 | 4 | | Auditor's Remuneration | 3 | 3 | | Net Exchange Differences | (14) | 1 | | Other | 13 | 11 | | **Total** | **79** | **96** | - Excluding a **HKD 15 million** change in exchange differences, there were no significant fluctuations in administrative and other expenses[24](index=24&type=chunk) [Finance Costs](index=8&type=section&id=Finance%20Costs) Finance costs decreased **24%** year-on-year to **HKD 126 million**, primarily due to the repayment of certain borrowings in 2024 and 2025 - The Group's finance costs for loans decreased by **HKD 40 million** to **HKD 126 million** (H1 2024: HKD 166 million)[25](index=25&type=chunk) - The decrease was due to the repayment of certain borrowings in 2024 and 2025[25](index=25&type=chunk) [Loss Attributable to Limited Partners](index=8&type=section&id=Loss%20Attributable%20to%20Limited%20Partners) Loss attributable to limited partners was **HKD 77 million**, primarily stemming from the decrease in fair value of US investment properties - During the 2025 interim period, a loss of **HKD 77 million** (H1 2024: HKD 85 million) arising from the decrease in fair value of investment properties, primarily located in the US, was attributable to limited partners[26](index=26&type=chunk) [Financial Resources and Liquidity](index=8&type=section&id=Financial%20Resources%20and%20Liquidity) The Group's cash resources decreased due to mortgage loan repayments, while total loans declined, but the proportion of short-term loans significantly increased, though the net gearing ratio improved [Cash Resources](index=8&type=section&id=Cash%20Resources) The Group's total cash resources decreased **32.3%** to **HKD 253 million**, primarily due to the repayment of maturing mortgage loans - As of June 30, 2025, the Group's total cash resources amounted to **HKD 253 million** (December 31, 2024: HKD 374 million)[27](index=27&type=chunk) - The decrease in cash resources was primarily due to the repayment of maturing mortgage loans[27](index=27&type=chunk) [Loan Maturity Profile](index=9&type=section&id=Loan%20Maturity%20Profile) The Group's total loans decreased to **HKD 3.411 billion**, but loans maturing within one year significantly increased from **17%** to **33%**, raising short-term repayment pressure, though the net gearing ratio improved Loan Maturity Profile (HKD Millions) | Maturity | June 30, 2025 (HKD Millions) | Percentage of Loans | December 31, 2024 (HKD Millions) | Percentage of Loans | | :--- | :--- | :--- | :--- | :--- | | Within 1 Year | 1,134 | 33% | 644 | 17% | | 1 to 2 Years | 1,785 | 52% | 909 | 24% | | 2 to 5 Years | 492 | 15% | 2,244 | 59% | | **Total** | **3,411** | **100%** | **3,797** | **100%** | - The Group's net gearing ratio was **61%** as of June 30, 2025 (December 31, 2024: 65%)[30](index=30&type=chunk) [Financial Guarantees](index=9&type=section&id=Financial%20Guarantees) As of June 30, 2025, the Group had not provided any financial guarantees for the benefit of third parties - As of June 30, 2025, the Group had not provided any financial guarantees for the benefit of third parties[31](index=31&type=chunk) [Pledged Assets](index=9&type=section&id=Pledged%20Assets) The Group has pledged bank deposits and investment properties as collateral for loans, with the total value of pledged assets decreasing - As of June 30, 2025, the Group's pledged bank deposits amounted to **HKD 62 million** (December 31, 2024: HKD 60 million)[32](index=32&type=chunk) - Investment properties totaling **HKD 4,557 million** (December 31, 2024: HKD 5,180 million), along with interests in certain subsidiaries of the Group, were pledged as collateral for the Group's loans of **HKD 3,189 million** (December 31, 2024: HKD 3,797 million)[32](index=32&type=chunk) [Significant Investments](index=9&type=section&id=Significant%20Investments) As of June 30, 2025, the Group held no significant investments valued at **5%** or more of its total assets - As of June 30, 2025, the Group held no significant investments valued at **5%** or more of its total assets as of that date[33](index=33&type=chunk) [Contingent Liabilities](index=10&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[34](index=34&type=chunk) [Capital Commitments](index=10&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had no capital commitments - As of June 30, 2025, the Group had no capital commitments (December 31, 2024: nil)[35](index=35&type=chunk) [Use of Proceeds from Placement Activities](index=10&type=section&id=Use%20of%20Proceeds%20from%20Placement%20Activities) Of the **HKD 179.2 million** net proceeds from 2020 placement activities, **HKD 96 million** was used for US property development working capital, with the remaining **HKD 83 million** unutilized due to global economic uncertainty, expected to be invested in real estate-related projects by Q4 2025 - The net proceeds raised from the placement activities amounted to **HKD 179.2 million**[36](index=36&type=chunk) - As of June 30, 2025, **HKD 96 million** had been used as general working capital for the Group's US property development projects[37](index=37&type=chunk) - The remaining proceeds of **HKD 83 million** (representing **46%** of the total net proceeds from the placement activities) intended for investment in real estate-related projects remain unutilized and are expected to be used by the fourth quarter of 2025 or earlier[37](index=37&type=chunk) [Employees](index=11&type=section&id=Employees) As of June 30, 2025, the Group had **74** full-time employees, with **60** in the US, and total staff costs amounted to **HKD 45 million**, of which **HKD 37 million** was for US employees - As of June 30, 2025, the total number of full-time employees was **74** (December 31, 2024: 85), of whom **60** (December 31, 2024: 69) were US employees[39](index=39&type=chunk) - During the 2025 interim period, the Group's total staff costs were **HKD 45 million** (H1 2024: HKD 43 million), with US employees accounting for **HKD 37 million** (H1 2024: HKD 35 million)[39](index=39&type=chunk) [Independent Review Report](index=12&type=section&id=Independent%20Review%20Report) BDO Limited, Hong Kong, reviewed Gemini Investments (Holdings) Limited's H1 2025 interim financial statements, concluding their preparation in all material respects complied with HKAS 34 'Interim Financial Reporting' with no unusual matters identified - The auditor has reviewed the interim financial statements presented on pages 13 to 51, which include the condensed consolidated statement of financial position of Gemini Investments (Holdings) Limited and its subsidiaries as of June 30, 2025, and the related condensed consolidated statement of profit or loss, condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in equity, and condensed consolidated statement of cash flows for the six-month period then ended, along with notes to the condensed consolidated financial statements[40](index=40&type=chunk) - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Hong Kong Institute of Certified Public Accountants, with a scope significantly smaller than an audit, and no audit opinion is expressed[41](index=41&type=chunk) - Based on our review, we have not become aware of any matter that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting'[43](index=43&type=chunk) [Condensed Consolidated Statement of Profit or Loss](index=14&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the Group reported revenue of **HKD 412 million**, a loss before income tax of **HKD 64.6 million**, a loss for the period of **HKD 117 million**, a loss attributable to company shareholders of **HKD 118 million**, and basic loss per share of **HKD 0.19** Condensed Consolidated Statement of Profit or Loss (HKD Thousands) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 411,952 | 596,312 | | Direct Costs and Operating Expenses | (190,021) | (295,678) | | Other Income, Gains/Losses | 3,278 | 6,548 | | Administrative and Other Expenses | (78,514) | (96,232) | | Fair Value Change of Financial Instruments Held for Trading | 9,627 | 14,804 | | Fair Value Change of Financial Assets at Fair Value Through Profit or Loss | (7,709) | (11,790) | | Fair Value Change of Investment Properties | (162,212) | (167,284) | | Impairment Loss (Provision)/Reversal for Financial Assets | (1,481) | 2,640 | | Finance Costs | (126,456) | (166,589) | | Loss Attributable to Limited Partners | 76,908 | 85,468 | | Loss Before Income Tax | (64,628) | (37,768) | | Income Tax | (51,998) | (15,378) | | **Loss for the Period** | **(116,626)** | **(53,146)** | | Loss for the Period Attributable to Company Shareholders | (117,890) | (30,310) | | Basic Loss Per Share (HKD) | (0.19) | (0.05) | [Condensed Consolidated Statement of Comprehensive Income](index=15&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's loss for the period was **HKD 117 million**, but the total comprehensive income loss for the period narrowed to **HKD 91.6 million** due to a positive impact from exchange differences on translating overseas operations Condensed Consolidated Statement of Comprehensive Income (HKD Thousands) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Loss for the Period | (116,626) | (53,146) | | Other Comprehensive Income: Exchange Differences on Translating Overseas Operations | 25,024 | (3,549) | | **Total Comprehensive Income for the Period** | **(91,602)** | **(56,695)** | | Total Comprehensive Income Attributable to Company Shareholders | (92,866) | (33,859) | | Total Comprehensive Income Attributable to Non-controlling Interests | 1,264 | (22,836) | [Condensed Consolidated Statement of Financial Position](index=16&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets were **HKD 9.575 billion**, a decrease from year-end 2024, with investment properties remaining the largest non-current asset, and changes in current assets and liabilities resulting in a net current liability, while total equity stood at **HKD 5.163 billion** Condensed Consolidated Statement of Financial Position (HKD Thousands) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | **Total Assets** | **9,574,819** | **10,118,632** | | Non-current Assets: Investment Properties | 7,178,749 | 7,235,163 | | Current Assets: Properties Held for Sale | 546,808 | 767,180 | | Current Assets: Cash and Bank Balances | 253,122 | 374,035 | | **Net Current (Liabilities)/Assets** | **(317,392)** | **395,116** | | **Total Equity** | **5,162,976** | **5,261,738** | | Equity Attributable to Company Shareholders | 4,244,295 | 4,337,387 | | Non-current Liabilities: Loans | 2,302,278 | 3,183,117 | [Condensed Consolidated Statement of Changes in Equity](index=18&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, the Group's total equity decreased from **HKD 5.262 billion** at the beginning of the period to **HKD 5.163 billion** at the end, primarily due to the loss for the period, partially offset by other comprehensive income from overseas operations' exchange differences Condensed Consolidated Statement of Changes in Equity (HKD Thousands) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Balance at Beginning of Period | 5,261,738 | 5,463,154 | | Loss for the Period | (116,626) | (53,146) | | Other Comprehensive Income: Exchange Differences on Translating Overseas Operations | 25,024 | (3,549) | | Total Comprehensive Income for the Period | (91,602) | (56,695) | | Distributions Paid to Perpetual Bond Holders | (226) | (226) | | Distributions Paid to Non-controlling Interests | (6,934) | (9,280) | | **Balance at End of Period** | **5,162,976** | **5,396,953** | [Condensed Consolidated Statement of Cash Flows](index=20&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, the Group generated **HKD 94.2 million** net cash from operating activities, used **HKD 55.7 million** in investing activities, and **HKD 170.5 million** in financing activities, resulting in a net decrease of **HKD 132 million** in cash and cash equivalents Condensed Consolidated Statement of Cash Flows (HKD Thousands) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Net Cash Inflow from Operating Activities | 94,212 | 189,654 | | Net Cash Used in Investing Activities | (55,743) | (52,718) | | Net Cash Used in Financing Activities | (170,450) | (208,747) | | **Net Decrease in Cash and Cash Equivalents** | **(131,981)** | **(71,811)** | | Cash and Cash Equivalents at Beginning of Period | 374,035 | 455,995 | | Effect of Exchange Rate Changes | 11,068 | (672) | | **Cash and Cash Equivalents at End of Period** | **253,122** | **383,512** | [Notes to the Condensed Consolidated Financial Statements](index=22&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the Group's interim financial statements, covering preparation basis, key accounting policies, segment information, income and expense components, balance sheet item specifics, equity changes, loan details, related party transactions, and fair value measurements [General Information](index=22&type=section&id=General%20Information) Gemini Investments (Holdings) Limited's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, were prepared in accordance with HKAS 34 and the Listing Rules, and approved for issue on August 18, 2025 - The Group's unaudited condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[57](index=57&type=chunk) - These interim financial statements were approved and authorized for issue on August 18, 2025[59](index=59&type=chunk) [Basis of Preparation](index=22&type=section&id=Basis%20of%20Preparation) The interim financial statements are prepared on a historical cost basis, with exceptions for investment properties and certain financial instruments measured at fair value, involving management judgments and estimates, and should be read in conjunction with the 2024 consolidated financial statements - These interim financial statements are presented in HKD and do not include all the information required for a complete set of financial statements prepared in accordance with Hong Kong Financial Reporting Standards, and should be read in conjunction with the 2024 consolidated financial statements[61](index=61&type=chunk) - These interim financial statements are unaudited but have been reviewed by BDO Limited in accordance with Hong Kong Standard on Review Engagements 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Hong Kong Institute of Certified Public Accountants[61](index=61&type=chunk) [Principal Accounting Policies](index=23&type=section&id=Principal%20Accounting%20Policies) The interim financial statements adopt the same accounting policies as the 2024 annual financial statements, with new standards or interpretations effective from January 1, 2025, having no significant impact on the amounts presented - These interim financial statements are prepared in accordance with the same accounting policies adopted in the 2024 annual financial statements, except for accounting policies related to new standards or interpretations effective for periods beginning on or after January 1, 2025[62](index=62&type=chunk) - The adoption of the new amendments to Hong Kong Financial Reporting Standards during this period had no significant impact on the amounts presented and/or disclosed in these unaudited condensed consolidated financial statements[62](index=62&type=chunk) [Segment Information](index=25&type=section&id=Segment%20Information) The Group's operating segments are US property investment, US property development, Hong Kong property investment, fund investment, and securities and other investments, with US property investment remaining the primary revenue source in H1 2025, though segment performance declined - The Group's reportable and operating segments under HKFRS 8 Operating Segments include: US property investment, US property development, Hong Kong property investment, fund investment, and securities and other investments[65](index=65&type=chunk) H1 2025 Segment Revenue and Results (HKD Thousands) | Segment | Revenue | Results | | :--- | :--- | :--- | | US Property Investment | 348,323 | 147,455 | | US Property Development | 59,610 | (1,766) | | Hong Kong Property Investment | 3,786 | (25,119) | | Fund Investment | – | (6,858) | | Securities and Other Investments | 233 | 9,639 | | **Consolidated Total** | **411,952** | **123,351** | Segment Assets and Liabilities as of June 30, 2025 (HKD Thousands) | Segment | Assets | Liabilities | | :--- | :--- | :--- | | US Property Investment | 7,804,612 | 3,855,098 | | US Property Development | 820,832 | 227,491 | | Hong Kong Property Investment | 295,201 | 3,819 | | Fund Investment | 452,582 | 268 | | Securities and Other Investments | 167,110 | 190 | | Unallocated Assets/Liabilities | 34,482 | 324,977 | | **Consolidated Total** | **9,574,819** | **4,411,843** | [Revenue](index=29&type=section&id=Revenue) The Group's revenue primarily derives from rental income, property sales, and ancillary services, with total revenue for H1 2025 at **HKD 412 million**, a **30.87%** year-on-year decrease mainly due to significantly reduced property sales Revenue Source Analysis (HKD Thousands) | Revenue Source | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Rental Income | 268,504 | 288,228 | | Dividend Income | 353 | 211 | | Property Sales | 53,851 | 214,637 | | Food and Beverage Sales | 5,759 | – | | Ancillary Services and Management Service Income from Property Leasing | 83,485 | 93,236 | | **Total Revenue** | **411,952** | **596,312** | [Direct Costs and Operating Expenses](index=29&type=section&id=Direct%20Costs%20and%20Operating%20Expenses) The Group's direct costs and operating expenses decreased **35.74%** year-on-year to **HKD 190 million**, primarily due to a significant reduction in the cost of properties sold Direct Costs and Operating Expenses Analysis (HKD Thousands) | Expense Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Repairs, Maintenance and Utilities | 65,693 | 74,833 | | Property Insurance Costs | 7,766 | 8,082 | | Property Management Expenses | 15,069 | 16,601 | | Property Tax | 53,331 | 44,529 | | Cost of Properties Sold | 41,339 | 136,343 | | Cost of Sales | 3,834 | 13,544 | | Cost of Food and Beverage Sales | 1,420 | – | | Other | 1,569 | 1,746 | | **Total** | **190,021** | **295,678** | [Other Income, Gains/Losses](index=30&type=section&id=Other%20Income%2C%20Gains%2FLosses) The Group's other income, gains/losses primarily consisted of interest income, amounting to **HKD 2.71 million** in H1 2025, a year-on-year decrease Other Income, Gains/Losses Analysis (HKD Thousands) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Interest Income | 2,712 | 6,466 | | Other | 566 | 82 | | **Total** | **3,278** | **6,548** | [Administrative and Other Expenses](index=30&type=section&id=Administrative%20and%20Other%20Expenses) The Group's administrative and other expenses decreased **18.39%** year-on-year to **HKD 78.51 million**, mainly due to a shift from a net positive to a net negative exchange difference Administrative and Other Expenses Analysis (HKD Thousands) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Auditor's Remuneration | 3,441 | 3,393 | | Depreciation | 6,247 | 6,617 | | Staff Costs | 44,489 | 43,177 | | Legal and Professional Fees | 17,645 | 23,815 | | Net Exchange Differences | (14,639) | 1,234 | | **Total** | **78,514** | **96,232** | [Finance Costs](index=31&type=section&id=Finance%20Costs) The Group's finance costs decreased **24.1%** year-on-year to **HKD 126 million**, primarily due to reduced interest expenses on bank and other loans Finance Costs Analysis (HKD Thousands) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Interest on Bank and Other Loans | 122,798 | 161,479 | | Interest Expense on Lease Liabilities | 1,484 | 1,375 | | Amortization of Arrangement Fees | 2,174 | 3,735 | | **Total** | **126,456** | **166,589** | [Income Tax](index=31&type=section&id=Income%20Tax) The Group's income tax expense significantly increased to **HKD 51.99 million**, mainly comprising overseas tax and deferred tax expenses, with no provision for Hong Kong profits tax Income Tax Analysis (HKD Thousands) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Current Tax – Hong Kong Profits Tax | – | – | | Current Tax – Overseas Tax | 13,964 | 9,380 | | Deferred Tax Expense | 38,034 | 5,998 | | **Total Income Tax** | **51,998** | **15,378** | - The Group's US subsidiaries are subject to US federal income tax at **21%** (2024: 21%) and state income tax ranging from **0% to 8.84%** (2024: 0% to 8.84%)[78](index=78&type=chunk) [Loss Per Share](index=32&type=section&id=Loss%20Per%20Share) The Group's basic loss per share significantly widened to **HKD 0.19** from **HKD 0.05** in the prior period, with no adjustment for dilution due to the anti-dilutive effect of convertible preference shares - Basic loss per share attributable to company shareholders is calculated based on the adjusted loss attributable to company shareholders of approximately **HKD 118,116,000** for the period and the weighted average of **635,570,000** ordinary shares outstanding during the period[79](index=79&type=chunk) - No adjustment has been made to the basic loss per share amounts presented for the six months ended June 30, 2025 and 2024, as the unexercised convertible preference shares had an anti-dilutive effect on the basic loss per share amounts presented[81](index=81&type=chunk) [Interim Dividend](index=33&type=section&id=Interim%20Dividend) The Board of Directors does not recommend the payment of any dividend for the 2025 interim period - The Board of Directors does not recommend the payment of a dividend for this interim period (six months ended June 30, 2024: nil)[82](index=82&type=chunk) [Investment Properties](index=33&type=section&id=Investment%20Properties) The Group's total investment properties amounted to **HKD 7.179 billion**, predominantly US properties, with a net loss of **HKD 162 million** from fair value changes this period, and approximately **74%** of investment properties leased under operating leases, with some pledged as collateral for bank loans Investment Property Composition (HKD Thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Hong Kong Properties | 293,080 | 321,420 | | US Properties | 6,885,669 | 6,913,743 | | **Total** | **7,178,749** | **7,235,163** | - During the period, the revaluation of investment properties resulted in a net loss from fair value changes of approximately **HKD 162,212,000** (six months ended June 30, 2024: HKD 167,284,000)[83](index=83&type=chunk) - As of June 30, 2025, investment properties of approximately **HKD 4,557,059,000** were pledged as collateral for bank loans of approximately **HKD 2,969,196,000**[84](index=84&type=chunk) [Financial Assets at Fair Value Through Profit or Loss](index=35&type=section&id=Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) The Group's financial assets at fair value through profit or loss totaled **HKD 461 million**, primarily comprising unlisted fund investments and other assets (membership bonds), all classified within Level 3 of the fair value hierarchy Financial Assets at Fair Value Through Profit or Loss (HKD Thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Other Assets (Membership Bonds) | 8,000 | 7,670 | | Unlisted Fund Investments | 452,516 | 458,443 | | **Total** | **460,516** | **466,113** | - The fair value measurements of the above financial assets are classified within Level 3 of the fair value hierarchy[89](index=89&type=chunk) [Deposits, Prepayments and Other Receivables](index=36&type=section&id=Deposits%2C%20Prepayments%20and%20Other%20Receivables) The Group's deposits, prepayments, and other receivables increased to **HKD 148 million**, mainly including service income receivables, rental receivables, and accrued rental income Deposits, Prepayments and Other Receivables (HKD Thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Service Income Receivables | 10,407 | 7,444 | | Rental Receivables | 10,331 | 8,925 | | Accrued Rental Income Receivables | 79,841 | 81,870 | | Other Receivables | 24,561 | 18,969 | | Prepayments | 22,484 | 16,639 | | **Total** | **147,624** | **133,847** | [Restricted Bank Deposits](index=36&type=section&id=Restricted%20Bank%20Deposits) The Group's restricted bank deposits totaled **HKD 156 million**, primarily comprising pledged bank deposits, tenant deposits, and reserves, with most classified as current assets - As of June 30, 2025, restricted bank deposits included pledged bank deposits of approximately **HKD 61,524,000**, tenant deposits of approximately **HKD 10,241,000**, and margins and reserves of approximately **HKD 88,571,000**[92](index=92&type=chunk) - The pledged bank deposits were used to secure loans disclosed in Note 20[93](index=93&type=chunk) [Properties Held for Sale](index=37&type=section&id=Properties%20Held%20for%20Sale) The Group's properties held for sale decreased to **HKD 547 million**, all located in the US, with **HKD 183 million** transferred to investment properties and **HKD 41.33 million** derecognized from property sales during the period Changes in Properties Held for Sale (HKD Thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | At Beginning of Period/Year | 767,180 | 1,349,749 | | Transferred to Investment Properties | (182,620) | (392,260) | | Derecognized on Sale | (41,339) | (182,709) | | Exchange Adjustments | 3,587 | (7,600) | | **At End of Period/Year** | **546,808** | **767,180** | - All properties held for sale are located in the United States[94](index=94&type=chunk) [Financial Instruments Held for Trading](index=37&type=section&id=Financial%20Instruments%20Held%20for%20Trading) The Group's financial instruments held for trading, consisting of investments in US-listed equities, increased to **HKD 138 million**, with fair value determined by market bid prices - As of June 30, 2025, financial instruments held for trading refer to investments in US-listed equities of approximately **HKD 137,885,000** (December 31, 2024: approximately HKD 121,812,000)[95](index=95&type=chunk) - The fair value of listed securities is determined by reference to market bid prices available from the relevant exchanges[95](index=95&type=chunk) [Amounts Due to a Shareholder](index=37&type=section&id=Amounts%20Due%20to%20a%20Shareholder) Amounts due to a shareholder include current amounts to Oceanwide Real Estate (Hong Kong) Limited and non-current amounts to Gemini Management Limited, with the latter bearing **4.25%** annual interest and maturing on April 1, 2027 Amounts Due to a Shareholder (HKD Thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Current Liabilities: Oceanwide Real Estate (Hong Kong) Limited | 9,297 | 9,637 | | Non-current Liabilities: Gemini Management Limited | 418,256 | 415,234 | - The amount due to Gemini Management Limited is unsecured, bears interest at an annual rate of **4.25%**, is denominated in USD, and is due on April 1, 2027[96](index=96&type=chunk) [Loans](index=38&type=section&id=Loans) The Group's total loans decreased to **HKD 3.444 billion**, primarily bank and revolving loans, with a significant increase in loans due within one year; some bank loans had covenant breaches but were resolved by depositing pledged bank deposits, and third-party loans were extended Loan Composition (HKD Thousands) | Loan Type | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Lease Liabilities | 33,440 | 38,806 | | Bank and Revolving Loans | 2,969,196 | 3,439,522 | | Notes Payable | 219,485 | 357,714 | | Third-Party Loans | 222,088 | – | | **Total Loans** | **3,444,209** | **3,836,042** | | Amounts Payable Within One Year Included Under Current Liabilities | (1,141,931) | (652,925) | - Bank and revolving loans are non-recourse and are secured by legal charges over certain investment properties and pledged bank deposits of the Group[99](index=99&type=chunk) - Certain bank loans had debt service coverage ratio covenant breaches, but the Group has deposited the required funds into pledged bank deposits as defined by the loan agreements[100](index=100&type=chunk) - Third-party loans have received lender consent, confirming their intention to extend the loans for at least one year beyond their maturity date[100](index=100&type=chunk) [Other Financial Assets/Liabilities](index=41&type=section&id=Other%20Financial%20Assets%2FLiabilities) The Group's other financial assets and liabilities are primarily related to limited partners' interests, with fair value changes in these interests resulting in a **HKD 76.9 million** loss attributable to limited partners this period Other Financial Assets/Liabilities (HKD Thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Non-current Assets: Limited Partners' Interests | 314,822 | 476,549 | | Non-current Liabilities: Limited Partners' Interests | 12,514 | 17,269 | - Limited partners' interests represent the portion of profit or loss and net assets not held by the Group, presented separately in the Group's condensed consolidated statement of profit or loss and as assets/liabilities or equity in the condensed consolidated statement of financial position[101](index=101&type=chunk) - For the six months ended June 30, 2025, the loss allocated to limited partners was approximately **HKD 76,908,000** (six months ended June 30, 2024: approximately HKD 85,468,000)[103](index=103&type=chunk) [Share Capital](index=42&type=section&id=Share%20Capital) As of June 30, 2025, the company's total issued and fully paid ordinary shares remained unchanged from year-end 2024 at **635,570,000** shares, with a share capital of **HKD 371 million** Issued and Fully Paid Ordinary Shares (HKD Thousands) | Item | June 30, 2025 (Number of Shares) | June 30, 2025 (HKD Thousands) | December 31, 2024 (Number of Shares) | December 31, 2024 (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | | At Beginning/End of Period/Year | 635,570,000 | 371,191 | 635,570,000 | 371,191 | - In accordance with Section 135 of the Hong Kong Companies Ordinance, the company's ordinary shares have no par value[104](index=104&type=chunk) [Property, Plant and Equipment](index=42&type=section&id=Property%2C%20Plant%20and%20Equipment) For the six months ended June 30, 2025, the Group acquired plant and machinery items at a cost of **HKD 1.737 million**, a significant decrease from the prior period - For the six months ended June 30, 2025, the Group acquired items of plant and machinery at a cost of **HKD 1,737,000** (six months ended June 30, 2024: HKD 14,557,000)[105](index=105&type=chunk) [Convertible Preference Share Reserve](index=42&type=section&id=Convertible%20Preference%20Share%20Reserve) This section details the issuance, terms, and subsequent revisions and capital reductions of convertible preference shares, initially issued in 2014, with conversion terms revised in 2018, leading to reclassification as an equity instrument on July 1, 2018, due to non-compliance with the 'fixed amount for fixed number of equity instruments' standard - On December 23, 2014, the company issued **1,300,000,000** non-voting convertible preference shares to its shareholder, Gemini Management Limited, for a total subscription price of **HKD 3,900,000,000**[106](index=106&type=chunk) - On January 26, 2018, the company and Gemini Management Limited entered into a second supplemental deed, amending certain terms of the convertible preference shares, including advancing the conversion period, increasing the conversion price from **HKD 3** to **HKD 6**, and adjusting the dividend to a fixed annual rate of **3%**[108](index=108&type=chunk) - As the conversion option of the adjusted convertible preference shares did not meet the 'fixed amount for fixed number of equity instruments' criterion, it was initially classified as a liability and subsequently reclassified as an equity instrument on July 1, 2018[110](index=110&type=chunk) - The company has undertaken multiple capital reductions, involving the cancellation of convertible preference shares and transfer to accumulated losses or capital reduction reserve[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) [Perpetual Bonds](index=46&type=section&id=Perpetual%20Bonds) In 2017, the Group issued unsecured perpetual bonds with a total principal of **HKD 2.26 billion**, granting a **0.01%** annual distribution right on the principal amount with no fixed redemption date, and **HKD 226,000** was distributed to bondholders this period - On May 31, 2017, the company issued unsecured perpetual bonds with a total principal amount of approximately **HKD 2,259,500,000** to its shareholder, Gemini Management Limited[114](index=114&type=chunk) - The perpetual bonds grant the right to receive distributions at **0.01%** per annum on the principal amount and have no fixed redemption date[114](index=114&type=chunk) - For the six months ended June 30, 2025, distributions paid to perpetual bond holders by the company amounted to approximately **HKD 226,000** (six months ended June 30, 2024: approximately HKD 226,000)[115](index=115&type=chunk) [Operating Lease Commitments](index=47&type=section&id=Operating%20Lease%20Commitments) As a lessor, the Group's operating lease commitments for investment properties total **HKD 1.619 billion** in undiscounted lease payments receivable for future periods, with lease terms ranging from one month to ten years Undiscounted Lease Payments Receivable for Future Periods (HKD Thousands) | Period | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Within 1 Year | 460,262 | 491,155 | | After 1 Year but Within 2 Years | 404,672 | 387,802 | | After 2 Years but Within 3 Years | 267,695 | 286,592 | | After 3 Years but Within 4 Years | 197,145 | 166,971 | | After 4 Years but Within 5 Years | 153,268 | 182,799 | | After 5 Years | 135,538 | 23,546 | | **Total** | **1,618,580** | **1,538,865** | - The properties held by the Group have committed tenants, with lease terms ranging from one month to ten years[116](index=116&type=chunk) [Related Party Transactions](index=48&type=section&id=Related%20Party%20Transactions) Key management personnel compensation amounted to **HKD 2.55 million**, and transactions with a shareholder (Gemini Management Limited) resulted in **HKD 8.905 million** in interest expenses Related Party Transactions (HKD Thousands) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Key Management Personnel Compensation | 2,550 | 2,253 | | Interest Expense with a Shareholder | 8,905 | 8,983 | [Fair Value Measurement](index=49&type=section&id=Fair%20Value%20Measurement) The Group's financial assets and liabilities are measured using a three-level fair value hierarchy, with financial instruments held for trading (listed equities) classified as Level 1, and other financial assets (unlisted fund investments and limited partners' interests) as Level 3 as of June 30, 2025 - Fair value hierarchy is categorized into: Level 1 (quoted prices in active markets for identical assets and liabilities), Level 2 (observable input data), and Level 3 (unobservable input data)[122](index=122&type=chunk) Financial Assets Measured at Fair Value as of June 30, 2025 (HKD Thousands) | Type | Level 1 | Level 3 | Total | | :--- | :--- | :--- | :--- | | Financial Assets at Fair Value Through Profit or Loss - Other | – | 8,000 | 8,000 | | Financial Assets at Fair Value Through Profit or Loss - Unlisted Fund Investments | – | 452,516 | 452,516 | | Financial Instruments Held for Trading | 137,885 | – | 137,885 | | Limited Partners' Interests | – | 314,822 | 314,822 | | **Total** | **137,885** | **775,338** | **913,223** | - The valuation of unlisted fund investments is based on the asset approach, and their fair value is sensitive to discounts/premiums determined by property quality[124](index=124&type=chunk) - The fair value of limited partners' interests is determined using the asset approach, primarily calculated by reference to the estimated fair value of the relevant investment property portion in which the limited partners hold interests[125](index=125&type=chunk) [Other Information](index=53&type=section&id=Other%20Information) This section discloses directors' and chief executives' and major shareholders' interests in securities, and the company's compliance with corporate governance, directors' securities dealing code, changes in directors' information, share repurchases, and public float requirements [Directors' and Chief Executives' Interests in Securities of the Company and its Associated Corporations](index=53&type=section&id=Directors'%20and%20Chief%20Executives'%20Interests%20in%20Securities%20of%20the%20Company%20and%20its%20Associated%20Corporations) As of June 30, 2025, no directors or chief executives of the company held any interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations requiring disclosure under the SFO or Listing Rules - As of June 30, 2025, none of the company's directors or chief executives had any interests or short positions in the shares, underlying shares, or debentures of the company or any of its associated corporations that are required to be disclosed under the Securities and Futures Ordinance or the Listing Rules of The Stock Exchange of Hong Kong Limited[128](index=128&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=53&type=section&id=Directors'%20Rights%20to%20Acquire%20Shares%20or%20Debentures) During the 2025 interim period, neither the company, its holding company, nor any of its subsidiaries or fellow subsidiaries were involved in any arrangements enabling directors to acquire benefits by purchasing shares or debentures of the company or any other body corporate - At no time during the six months ended June 30, 2025, was the company, its holding company, or any of its subsidiaries or fellow subsidiaries a party to any arrangement to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the company or any other body corporate[129](index=129&type=chunk) [Major Shareholders' Interests in Securities of the Company](index=54&type=section&id=Major%20Shareholders'%20Interests%20in%20Securities%20of%20the%20Company) As of June 30, 2025, Oceanwide Holdings Limited and its associates, Gemini Management Limited, Fountain International Limited and its associates, and Hong Kong Paxstar Enterprise Limited and its associates were major shareholders of the company, holding interests in shares or underlying shares Major Shareholders' Interests in Securities of the Company (June 30, 2025) | Name | Nature/Capacity of Interest | Number of Shares/Underlying Shares | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Oceanwide Holdings Limited | Interest in Controlled Corporation | 800,654,083 (Long Position) | 125.97% | | Yiu Shing Development Limited | Interest in Controlled Corporation | 800,654,083 (Long Position) | 125.97% | | Sun Young International Limited | Interest in Controlled Corporation | 800,654,083 (Long Position) | 125.97% | | Oceanwide Real Estate (Hong Kong) Limited | Interest in Controlled Corporation | 800,654,083 (Long Position) | 125.97% | | Gemini Management Limited | Beneficial Owner | 535,153,166 (Long Position) | 84.20% | | Jie Ning Limited | Interest in Controlled Corporation | 265,500,917 (Long Position) | 41.77% | | Rui Xi Venture Capital Limited | Interest in Controlled Corporation | 265,500,917 (Long Position) | 41.77% | | Oceanwide Capital Holdings Limited | Interest in Controlled Corporation | 265,500,917 (Long Position) | 41.77% | | Dong Fan Limited | Interest in Controlled Corporation | 265,500,917 (Long Position) | 41.77% | | Oceanland Global Investment Limited | Interest in Controlled Corporation | 265,500,917 (Long Position) | 41.77% | | Yao Pin Venture Capital Limited | Interest in Controlled Corporation | 265,500,917 (Long Position) | 41.77% | | Fountain International Limited | Beneficial Owner | 265,500,917 (Long Position) | 41.77% | | Hong Kong Paxstar Enterprise Limited | Beneficial Owner | 45,139,000 (Long Position) | 7.10% | | Zhang Li | Interest in Controlled Corporation | 45,139,000 (Long Position) | 7.10% | - Oceanwide Holdings Limited indirectly holds interests in Gemini Management Limited and Fountain International Limited through its wholly-owned subsidiaries[136](index=136&type=chunk) - Mr. Zhang Li wholly owns Hong Kong Paxstar Enterprise Limited[136](index=136&type=chunk) [Corporate Governance](index=57&type=section&id=Corporate%20Governance) During the 2025 interim period, the company complied with the applicable code provisions set out in Appendix C1 Part 2 (Corporate Governance Code) of the Listing Rules - During the 2025 interim period, the company has complied with the applicable code provisions set out in Appendix C1 Part 2 (Corporate Governance Code) of the Listing Rules when such code provisions were in effect[138](index=138&type=chunk) [Review by Auditor and Review Committee](index=57&type=section&id=Review%20by%20Auditor%20and%20Review%20Committee) The Review Committee and management reviewed the Group's accounting principles, internal controls, and financial reporting matters, including the unaudited interim financial information for the 2025 interim period, which was also reviewed by the company's auditor - The Review Committee and the company's management have reviewed the accounting principles and practices adopted by the Group and discussed auditing, internal control, and financial reporting matters, including the review of the Group's unaudited interim financial information for the 2025 interim period[139](index=139&type=chunk) - The company's auditor has reviewed the Group's unaudited interim financial information for the 2025 interim period in accordance with Hong Kong Standard on Review Engagements 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Hong Kong Institute of Certified Public Accountants[139](index=139&type=chunk) [Code for Securities Transactions by Directors and Relevant Employees](index=57&type=section&id=Code%20for%20Securities%20Transactions%20by%20Directors%20and%20Relevant%20Employees) The company adopted the Model Code as the code of conduct for directors' securities transactions, with all directors confirming compliance during the 2025 interim period, and also adopted a code for relevant employees' securities transactions with terms no less exacting than the Model Code - The company has adopted the Model Code as the code of conduct for directors' securities transactions, and all directors confirmed their compliance with the standards set out in the Model Code during the 2025 interim period[140](index=140&type=chunk) - The company has also adopted a code of conduct for securities transactions by relevant employees, with terms no less exacting than the standards set out in the Model Code[140](index=140&type=chunk) [Changes in Directors' Information](index=58&type=section&id=Changes%20in%20Directors'%20Information) The report discloses recent changes in the Board of Directors, including Ms. Lam Yee Lan's appointment to the Nomination Committee, and changes in other listed company positions for Mr. Leung Wai Hung and Mr. Lai Kwok Hung - Executive Director Ms. Lam Yee Lan was appointed as a member of the company's Nomination Committee, effective June 26, 2025[142](index=142&type=chunk) - Independent Non-executive Director Mr. Leung Wai Hung resigned as an independent non-executive director of Wang Lee Construction Holdings Limited, effective July 14, 2025[142](index=142&type=chunk) - Executive Director Mr. Lai Kwok Hung was appointed as a member of the Nomination Committee of Wah Yan Holdings Limited, effective July 29, 2025[142](index=142&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=58&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the 2025 interim period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed shares - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed shares during the 2025 interim period[143](index=143&type=chunk) [Sufficiency of Public Float](index=59&type=section&id=Sufficiency%20of%20Public%20Float) Throughout the 2025 interim period, the company maintained a sufficient public float for its ordinary shares as required by the Listing Rules - Throughout the 2025 interim period, the company maintained a sufficient public float for its ordinary shares as required by the Listing Rules[145](index=145&type=chunk) [Company Information](index=60&type=section&id=Company%20Information) This section provides essential information for Gemini Investments (Holdings) Limited, including its Board of Directors, committee compositions, company secretary, authorized representatives, auditor, legal counsel, principal bankers, share registrar, registered office, principal place of business, listing information, and company website - The Board of Directors includes Executive Directors Shen Peiying (Chairman), Lai Kwok Hung (CEO), Lam Yee Lan; Non-executive Director Tang Runjiang; Independent Non-executive Directors Lo Huen Bo, Lee Sai Kai, Leung Wai Hung[147](index=147&type=chunk) - The auditor is BDO Limited, Hong Kong[148](index=148&type=chunk) - The company's stock code is **174**, and its website is www.geminiinvestments.com.hk[150](index=150&type=chunk)

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年8月31日 | 狀態: 新提交 | | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | 公司名稱: | 盛洋投資(控股)有限公司 | | | 呈交日期: | 2025年9月1日 | | | I. 法定/註冊股本變動 不適用 | | | FF301 II. 已發行股份及/或庫存股份變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00174 | 說明 | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 635,570,000 | | 0 | | 635,570,000 | | 增加 / 減少 (-) | | | | 0 | 0 | | | | 本月底結存 | | | 635, ...

Core Viewpoint - Shengyang Investment (00174) reported a significant decline in revenue and an increase in losses for the six months ending June 30, 2025, primarily due to slowed sales in New York residential projects and ongoing adjustments in the commercial real estate markets in the US and Hong Kong [1] Financial Performance - Revenue for the period was HKD 412 million, representing a year-on-year decrease of 30.92% [1] - The loss attributable to shareholders was HKD 118 million, which is an increase of 288.95% compared to the previous year [1] - Basic loss per share was HKD 0.19 [1] Market Impact - The decline in revenue is attributed to the slowdown in sales progress of residential projects in New York [1] - The ongoing adjustments in the commercial real estate markets in both the US and Hong Kong have led to downward adjustments in the valuations of certain properties [1]

I. [Interim Results Summary](index=1&type=section&id=I.%20Interim%20Results%20Summary) [Financial Performance Overview](index=1&type=section&id=1.1%20Financial%20Performance%20Overview) The company reported a 30.9% revenue decrease to HKD 412 million and an expanded loss of HKD 118 million, primarily due to slower New York residential sales and property revaluations Financial Performance Summary | Metric | 2025 Interim Period (HKD million) | 2024 Interim Period (HKD million) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 412 | 596 | -30.9 | | Loss Attributable to Shareholders | 118 | 30 | 293.3 (Loss expanded) | - The expanded loss was primarily due to **slower sales progress of New York residential projects** leading to decreased revenue, and **continuous adjustments in the US and Hong Kong commercial real estate markets** resulting in downward revaluation of some properties[3](index=3&type=chunk) [Dividend Policy](index=1&type=section&id=1.2%20Dividend%20Policy) The Board of Directors does not recommend any interim dividend for 2025, consistent with the prior year - The Board of Directors does not recommend the payment of any interim dividend for the 2025 interim period[4](index=4&type=chunk) II. [Business Review and Outlook](index=2&type=section&id=II.%20Business%20Review%20and%20Outlook) [Overview](index=2&type=section&id=2.1%20Overview) The Group's core business is US property investment and development, managed by GR Realty, with US investment properties accounting for 72% of total assets - The Group's business core is **US property investment and property development**, managed by GR Realty[5](index=5&type=chunk)[6](index=6&type=chunk) | Asset Category | Percentage of Total Assets (June 30, 2025) | | :--- | :--- | | US Investment Properties | 72% | | Hong Kong Investment Properties | 3% | | US Properties Held for Sale | 6% | [US Property Investment](index=2&type=section&id=2.2%20US%20Property%20Investment) The US investment property portfolio, valued at HKD 6.886 billion, generated HKD 348 million in revenue with a 74% average occupancy rate - The US investment property portfolio includes **eight commercial properties and residential units in New York City**, with some completed development units already leased[7](index=7&type=chunk) | Metric | June 30, 2025 (HKD million) | December 31, 2024 (HKD million) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Carrying Value | 6,886 | 6,914 | -0.4 | | Total Revenue (2025 Interim) | 348 | 377 (2024 Interim) | -7.7 | | Average Occupancy Rate (2025 Interim) | 74% | N/A | N/A | [US Property Development](index=3&type=section&id=2.3%20US%20Property%20Development) US property development projects, mainly New York residential redevelopments, had a carrying value of HKD 547 million and generated HKD 54 million in sales revenue - Property development projects primarily consist of **three residential redevelopment projects in Manhattan and Brooklyn, New York**[9](index=9&type=chunk) | Metric | June 30, 2025 (HKD million) | December 31, 2024 (HKD million) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Total Carrying Value | 547 | 767 | -28.7 | | Property Sales Revenue (2025 Interim) | 54 | 215 (2024 Interim) | -74.9 | [Hong Kong Investment Properties](index=3&type=section&id=2.4%20Hong%20Kong%20Investment%20Properties) Hong Kong investment properties, mainly Grade A office units valued at HKD 293 million, generated HKD 4 million in rental income with 100% occupancy - Hong Kong investment properties primarily consist of **Grade A office units on Hong Kong Island**[10](index=10&type=chunk) | Metric | June 30, 2025 (HKD million) | December 31, 2024 (HKD million) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Carrying Value | 293 | 321 | -8.7 | | Percentage of Total Assets | 3% | 3% | 0 | | Rental Income (2025 Interim) | 4 | 4 (2024 Interim) | 0 | | Average Occupancy Rate (2025 Interim) | 100% | N/A | N/A | [Other Businesses](index=3&type=section&id=2.5%20Other%20Businesses) Other businesses include fund and securities investments, with the securities portfolio generating income and the fund portfolio incurring a fair value loss | Metric | June 30, 2025 (HKD million) | December 31, 2024 (HKD million) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Securities Investment Portfolio | 138 | 122 | 13.1 | | Securities Investment Income (2025 Interim) | 10 | 15 (2024 Interim) | -33.3 | | Fund Investment Portfolio Carrying Value | 453 | 458 | -1.1 | | Fund Investment Fair Value Loss (2025 Interim) | 8 | 12 (2024 Interim) | -33.3 | [Business Outlook](index=2&type=section&id=2.6%20Business%20Outlook) The Group expects moderate global economic growth in H2 2025, facing challenges from economic uncertainties and real estate market pressures, and will maintain prudent capital management - Global economic growth is expected to be moderate, but recovery is constrained by sticky core inflation, geopolitical tensions, and remote work trends[5](index=5&type=chunk) - The US Federal Reserve has initiated a rate-cutting cycle, but monetary policy adjustments may slow, and property valuations still face pressure[5](index=5&type=chunk) - The Group will adhere to a **prudent capital management strategy**, strengthen cash flow control, and leverage its localized team's experience to flexibly respond to market changes[5](index=5&type=chunk) III. [Financial Review](index=4&type=section&id=III.%20Financial%20Review) [Revenue Analysis](index=4&type=section&id=3.1%20Revenue%20Analysis) The Group's total revenue for the 2025 interim period was HKD 412 million, a 30.9% decrease from HKD 596 million in the prior year, mainly due to reduced property sales from New York development projects Revenue Component Analysis | Revenue Category | 2025 Interim (HKD million) | 2024 Interim (HKD million) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Rental Income | 269 | 288 | -6.7 | | Property Leasing Ancillary Services and Management Services Income | 83 | 93 | -10.8 | | Property Sales | 54 | 215 | -74.9 | | Other | 6 | – | N/A | | **Total Revenue** | **412** | **596** | **-30.9** | - The decrease in revenue was primarily due to **reduced property sales from development projects located in New York**[12](index=12&type=chunk) [Operating Expenses](index=4&type=section&id=3.2%20Operating%20Expenses) The Group's operating expenses for the 2025 interim period were HKD 190 million, a 35.8% decrease from HKD 296 million in the prior year, mainly due to lower inventory costs from reduced New York property sales Operating Expense Component Analysis | Expense Category | 2025 Interim (HKD million) | 2024 Interim (HKD million) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Repairs, Maintenance and Utilities | 65 | 75 | -13.3 | | Property Insurance and Management Expenses | 23 | 25 | -8.0 | | Real Estate Taxes | 54 | 45 | 20.0 | | Inventory Costs | 41 | 136 | -69.8 | | Other | 7 | 15 | -53.3 | | **Total Operating Expenses** | **190** | **296** | **-35.8** | - The decrease in operating expenses was primarily due to **reduced property sales from development projects located in New York**, leading to lower inventory costs[13](index=13&type=chunk) [Fair Value Changes of Investment Properties](index=5&type=section&id=3.3%20Fair%20Value%20Changes%20of%20Investment%20Properties) In the 2025 interim period, the Group recorded a fair value change loss of HKD 162 million on investment properties, a slight narrowing from HKD 167 million in the prior year, primarily due to a slowdown in the US and Hong Kong commercial property markets | Metric | 2025 Interim (HKD million) | 2024 Interim (HKD million) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Fair Value Change Loss of Investment Properties | 162 | 167 | -3.0 | | Decrease in US Property Value | 134 | N/A | N/A | | Decrease in Hong Kong Property Value | 28 | N/A | N/A | - The overall fair value of investment properties decreased by **2%**, primarily due to the **slowdown in the US and Hong Kong commercial property markets**[14](index=14&type=chunk) [Other Income, Gains/ Losses](index=5&type=section&id=3.4%20Other%

Core Viewpoint - Shengyang Investment (00174.HK) will hold a board meeting on August 18, 2025, to review and approve the interim results for the six months ending June 30, 2025, and to discuss the distribution of interim dividends if applicable, along with other matters [1] Summary by Categories - Company Meeting Schedule - The board meeting is scheduled for August 18, 2025 [1] - Financial Review - The meeting will include the approval of the interim results for the six months ending June 30, 2025 [1] - Dividend Discussion - The board will also consider the distribution of interim dividends, if any [1] - Other Matters - Additional matters will be addressed during the meeting [1]

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告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容 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。 Gemini Investments (Holdings) Limited 174 董事局會議召開日期 盛洋投資（控股）有限公司（「本公司」）董事局（「董事局」）謹此宣佈本公司將於二零二五年 八月十八日（星期一）召開董事局會議，藉以審議（其中包括）批准本公司及其附屬公司截 至二零二五年六月三十日止六個月的中期業績、派發中期股息（如有），以及處理其他事 項。 承董事局命 盛洋投資（控股）有限公司 執行董事兼首席執行官 黎國鴻 香港，二零二五年八月六日 於本公告刊發日期，本公司董事包括： | 執行董事： | 非執行董事： | 獨立非執行董事： | | --- | --- | --- | | 沈培英先生 | 唐潤江先生 | 盧煥波先生 | | 黎國鴻先生 | | 李世佳先生 | | 林依蘭女士 | | 梁偉雄先生 | ...