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7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8月1日 | | | I. 法定/註冊股本變動 不適用 | | | FF301 第 1 頁 共 11 頁 v 1.1.1 第 2 頁 共 11 頁 v 1.1.1 FF301 III.已發行股份及/或庫存股份變動詳情 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 | ...

Financial Performance - The company reported revenue of HKD 1,047,591,000 for 2024, a decrease of 1.9% from HKD 1,061,755,000 in 2023[3]. - Loss attributable to shareholders for 2024 was HKD 94,836,000, significantly improved from a loss of HKD 655,881,000 in 2023[3]. - The total asset value as of December 31, 2024, was HKD 10,118,632,000, down from HKD 10,534,179,000 in 2023[3]. - The company generated total income of HKD 743,000,000 from its investment properties in the US, a decrease from HKD 868,000,000 in 2023[13]. - The company's rental income decreased to HKD 571,508,000 in 2024 from HKD 678,760,000 in 2023, primarily due to the sale of several US investment properties since the second half of 2023[19]. - Property sales increased to HKD 293,413,000 in 2024 from HKD 185,804,000 in 2023, attributed to a development project in Brooklyn, New York[19]. - Total operating expenses decreased to HKD 530,352,000 in 2024 from HKD 601,739,000 in 2023, mainly due to the sale of US investment properties[20]. - The fair value loss on investment properties and assets classified as held for sale was HKD 256,000,000 in 2024, a significant improvement from a loss of HKD 997,000,000 in 2023[24]. - The company's cash resources decreased to HKD 374,000,000 in 2024 from HKD 456,000,000 in 2023, primarily due to the repayment of several mortgage loans[29]. - Financial expenses related to loans decreased by HKD 70,000,000 to HKD 330,000,000 in 2024 due to the repayment of certain borrowings[27]. - The company recorded interest income of HKD 12,000,000 in 2024, up from HKD 6,000,000 in 2023[25]. - The company reported a distributable reserve of HKD 453 million as of December 31, 2024, up from HKD 286 million as of December 31, 2023, indicating a significant increase of 58.4%[77]. - The board does not recommend the distribution of a final dividend for the year for both convertible preference shares and ordinary shares[70]. Investment and Asset Management - The company plans to continue optimizing its asset portfolio while closely monitoring tenant needs[14]. - The company’s investment properties in Hong Kong generated rental income of HKD 8,000,000, up from HKD 7,000,000 in 2023, with an average occupancy rate of 100%[17]. - The average occupancy rate for investment properties in the US was 73% for 2024[13]. - The company raised a net amount of HKD 179,200,000 from the issuance of 90,278,000 new ordinary shares, aimed at strengthening its financial position and improving liquidity on the Hong Kong Stock Exchange[38]. - As of December 31, 2024, HKD 96,000,000 has been utilized for general operating funds related to the company's U.S. property development projects, with HKD 83,000,000 (46% of the net proceeds) remaining unutilized for real estate investments[39]. - The company plans to allocate approximately USD 10,000,000 to USD 12,000,000 (equivalent to HKD 77,500,000 to HKD 93,000,000) for real estate-related projects in the New York metropolitan area, representing 43% to 52% of the total net proceeds from the placement activities[38]. Employee and Operational Insights - The total employee cost for the year was HKD 85,000,000, a decrease from HKD 91,000,000 in the previous year, with GR Realty accounting for HKD 64,000,000[40]. - The company has 85 employees as of December 31, 2024, down from 88 employees the previous year[40]. - The company sponsored training programs for 85 employees, an increase from 75 employees in the previous year[149]. - The company emphasizes the importance of employee health and safety, maintaining compliance with relevant regulations[137]. - All employees are provided with competitive compensation packages and benefits to enhance retention and motivation[142]. - The company is committed to maintaining a diverse and inclusive workplace, prohibiting any form of discrimination[142]. - 100% of male and female employees received training, with average training hours of 13.1 for males and 4.5 for females[150]. Environmental, Social, and Governance (ESG) Initiatives - The company focuses on enhancing its environmental, social, and governance (ESG) performance, emphasizing responsible service provision, employee welfare, and environmental protection[114]. - The company has identified 23 key environmental, social, and governance (ESG) issues categorized into three themes: responsible employer, responsible service provider, and responsible corporate citizen[130]. - The ESG working group, chaired by an executive director, integrates ESG elements into business operations and reports annually to the board[119]. - The company has established a risk mitigation plan to ensure effective management of identified risks, including ESG-related risks[120]. - Stakeholder feedback is continuously solicited to refine the company's ESG strategies and reporting processes[122]. - The company has implemented a comprehensive human resources policy to attract and retain talent while ensuring compliance with labor laws[142]. Risk Management and Compliance - The company has identified various risks affecting its financial condition and operational performance, including market, foreign exchange, interest rate, liquidity, operational, investment, and business risks[45][46][50][52][54]. - The company has not reported any significant violations of applicable laws and regulations that would materially impact its business operations during the year[43]. - The company has maintained a directors' liability insurance policy to provide appropriate protection against legal claims against directors and their subsidiaries[84]. - The audit committee has reviewed the consolidated financial statements for the year ending December 31, 2024, and believes they are prepared in accordance with applicable accounting standards[105]. Sustainability and Environmental Impact - The company aims to reduce gasoline consumption density by 4.5% from the 2021 level (145 liters per capita) by 2030[177]. - The company targets a 14% reduction in paper waste generation density from the 2021 level (13.3 kg per capita) by 2030[177]. - The total greenhouse gas emissions for the reporting period included 2.42 tons of direct emissions (Scope 1) and 66.04 tons of indirect emissions (Scope 2), showing a significant decrease from 60.61 tons and 100.53 tons respectively in 2023[182]. - The average direct (Scope 1) emissions per capita decreased to 0.03 tons in 2024 from 0.70 tons in 2023, indicating improved operational efficiency[182]. - The company has committed to reviewing and potentially revising its environmental targets by 2030 based on operational performance[181]. - The company continues to promote green office practices, such as double-sided printing and recycling initiatives, to minimize waste generation[189].

Financial Performance - For the fiscal year ending December 31, 2024, the company reported revenue of HKD 1,048,000,000, a decrease from HKD 1,062,000,000 in 2023[3]. - The loss attributable to shareholders for 2024 was HKD 95,000,000, significantly improved from a loss of HKD 656,000,000 in 2023[3]. - Total revenue for the year ended December 31, 2024, was HKD 1,047,591 thousand, a decrease of 1.99% from HKD 1,061,755 thousand in 2023[39]. - The total comprehensive loss for the year was HKD 181,989 thousand, compared to HKD 907,159 thousand in 2023, indicating a substantial reduction in losses[40]. - The company reported a loss before tax of HKD 120,216 thousand, significantly improved from a loss of HKD 890,412 thousand in the previous year[39]. - The adjusted loss attributable to shareholders for the year 2024 is approximately HKD 95,062,000, compared to HKD 656,107,000 in 2023, indicating a significant reduction in losses by approximately 85.5%[80]. Revenue Sources - The company generated total revenue of HKD 743,000,000 from its investment properties in the U.S. for the year, down from HKD 868,000,000 in 2023, with an average occupancy rate of 73%[11]. - The company recorded property sales revenue of HKD 293,000,000 in 2024, an increase from HKD 186,000,000 in 2023, primarily from a development project in Brooklyn, New York[13]. - Revenue from the US property investment segment was HKD 742,702,000, while the US property development segment generated HKD 295,941,000, contributing to a total revenue of HKD 1,050,936,000 from operating segments[62]. Expenses and Costs - Operating expenses decreased from HKD 601,739,000 in 2023 to HKD 530,352,000 in 2024, primarily due to the sale of several US investment properties[18]. - Direct costs and operating expenses decreased to HKD 530,352 thousand from HKD 601,739 thousand, resulting in a gross profit of HKD 517,239 thousand, up 12.43% from HKD 460,016 thousand[39]. - Administrative and other expenses decreased to HKD 186,724,000 in 2024 from HKD 194,288,000 in 2023, mainly due to cost control measures[24]. - Financial costs related to loans decreased by HKD 70,000,000 to HKD 330,000,000 in 2024 due to the repayment of certain borrowings[25]. Asset and Liability Management - The company’s property development projects in the U.S. had a total book value of HKD 767,000,000 as of December 31, 2024, down from HKD 1,350,000,000 in 2023[13]. - Cash resources decreased to HKD 374,000,000 as of December 31, 2024, down from HKD 456,000,000 in 2023, with total loans amounting to HKD 3,797,000,000[27]. - The net debt ratio was 65% as of December 31, 2024, slightly up from 64% in 2023, indicating stable capital and debt management[28]. - Current liabilities rose to HKD 1,100,502 thousand from HKD 837,659 thousand, with loans increasing to HKD 652,925 thousand from HKD 385,088 thousand[44]. - The company's equity attributable to shareholders decreased to HKD 4,337,387 thousand from HKD 4,458,503 thousand, reflecting the comprehensive loss for the year[44]. Investment and Future Plans - The company plans to continue optimizing its asset portfolio and closely monitor tenant needs in the real estate market[12]. - The company anticipates utilizing the net proceeds for real estate investment projects by the fourth quarter of 2025, subject to market conditions[37]. - The company plans to allocate approximately HKD 77,500,000 to HKD 93,000,000 (43% to 52% of net proceeds) from recent fundraising activities for real estate projects in the New York metropolitan area[35]. - The company remains cautious in identifying suitable investment opportunities due to the current global economic uncertainties[37]. Market Conditions and Economic Outlook - The company expects global economic recovery to continue into 2025, although growth may slow, with potential impacts from inflation and geopolitical tensions[7]. - The company has not declared or proposed any dividends for the years ending 2024 and 2023[83]. Compliance and Governance - The company has adopted the standard code of conduct for securities trading by directors as per the listing rules, confirming compliance for the current year[96]. - The company has adhered to the corporate governance code, except for the requirement of the chairman meeting with independent non-executive directors without other directors present[97]. - The audit committee has reviewed the accounting principles and policies adopted by the group for the fiscal year ending December 31, 2024[98]. - The group's auditor has agreed that the figures in the preliminary performance announcement align with the audited consolidated financial statements for the year[99].

Financial Performance - The company reported revenue of HKD 596,312,000 for the six months ended June 30, 2024, representing an increase of 16.6% compared to HKD 511,617,000 for the same period in 2023[2]. - Loss attributable to shareholders decreased to HKD 30,310,000 in the first half of 2024 from HKD 379,245,000 in the same period of 2023, indicating a significant improvement[2]. - Total revenue for the group in 2024 was HKD 596,312,000, an increase of 16.6% compared to HKD 511,617,000 in 2023[15]. - The company reported a loss before tax of HKD 37,768,000 for the period, significantly improved from a loss of HKD 395,423,000 in the prior year[41]. - The group recorded a loss of HKD 167,000,000 from fair value changes in investment properties, an improvement from a loss of HKD 387,000,000 in the previous period[19]. - The company reported a loss of HKD 53,146,000 for the six months ended June 30, 2024, compared to a loss of HKD 411,487,000 for the same period in 2023, indicating a significant improvement in performance[42]. - Total comprehensive income for the period was HKD (56,695,000), a decrease from HKD (393,665,000) in the previous year, reflecting a reduction in overall losses[42]. Assets and Liabilities - Total assets as of June 30, 2024, were HKD 10,406,740,000, a slight decrease from HKD 10,534,179,000 as of December 31, 2023[3]. - Current assets decreased to HKD 1,778,789,000 from HKD 2,080,836,000, largely due to a reduction in properties held for sale[43]. - Current liabilities increased significantly to HKD 2,703,552,000 from HKD 837,659,000, primarily due to a rise in loans[44]. - The company's equity attributable to shareholders decreased to HKD 4,424,418,000 from HKD 4,458,503,000, reflecting the impact of losses during the period[45]. - The total liabilities as of June 30, 2024, were HKD 5,009,787,000, down from HKD 5,071,025,000 at the end of 2023[64]. Cash Flow and Financial Position - The company’s cash and cash equivalents decreased to HKD 383,512,000 from HKD 455,995,000 as of December 31, 2023[3]. - As of June 30, 2024, the group's cash resources amounted to HKD 384,000,000, down from HKD 456,000,000 at the end of 2023[26]. - The net cash generated from operating activities decreased to HKD 189,654 thousand in 2024 from HKD 260,946 thousand in 2023, indicating a decline of approximately 27%[50]. - Financing activities led to a net cash outflow of HKD 208,747 thousand in 2024, down from HKD 836,179 thousand in 2023, showing a reduction of about 75%[51]. - The company reported a financial expense of HKD 166,589 thousand in 2024, down from HKD 202,862 thousand in 2023, which is a reduction of approximately 18%[50]. Investment and Development - The company plans to continue focusing on property investment and development in the U.S., particularly in New York, Silicon Valley, and Seattle[6]. - Property sales revenue from development projects in the U.S. reached HKD 215,000,000 in the first half of 2024, a substantial increase from HKD 53,000,000 in the same period of 2023[11]. - The company plans to invest approximately USD 10,000,000 to USD 12,000,000 (equivalent to HKD 77,500,000 to HKD 93,000,000) in real estate projects in the New York metropolitan area, representing 43% to 52% of the total net proceeds from the placement activities[33]. Rental Income and Property Management - The average occupancy rate for the company's U.S. investment properties was 72% during the first half of 2024, with total income from these properties amounting to HKD 377,000,000[10]. - Rental income decreased to HKD 288,228,000 from HKD 350,662,000, a decline of 17.8% due to the sale of several US investment properties[15]. - The company has committed rental agreements with tenants for properties held, with lease terms ranging from one month to ten years, ensuring stable rental income[111]. Shareholder and Corporate Governance - The company did not recommend any interim dividend for the current period, consistent with the previous year[78]. - The board of directors' remuneration was adjusted from HKD 180,000 to HKD 250,000 per year, effective June 1, 2024[133]. - The company has complied with all applicable corporate governance codes as per the listing rules during the interim period[130]. Market and Economic Conditions - The company will adapt its operational strategies in response to market changes and uncertainties related to the upcoming U.S. presidential election[6]. - The company maintains a cautious approach in identifying suitable investment opportunities due to the current global economic uncertainties[34].

[Interim Results Highlights & Outlook](index=1&type=section&id=Interim%20Results%20Highlights%20%26%20Outlook) The Group achieved revenue growth and significantly narrowed its loss in the interim period, with a positive outlook for future operational adjustments and shareholder returns [Performance Overview](index=1&type=section&id=Performance%20Overview) The Group achieved revenue growth and significantly narrowed its loss in the 2024 interim period, primarily due to a relatively stable global economy and reduced property value fluctuations; the Board does not recommend an interim dividend Interim Financial Performance | Metric | 2024 Interim Period (HKD Million) | 2023 Interim Period (HKD Million) | | :--- | :--- | :--- | | Revenue | 596 | 512 | | Loss attributable to shareholders | 30 | 379 | [Business Outlook](index=2&type=section&id=Business%20Outlook) For the second half of 2024, the Federal Reserve is expected to initiate interest rate cuts despite US inflation pressures and presidential election uncertainties, with the company flexibly adjusting strategies to enhance competitiveness and shareholder returns - The Federal Reserve is expected to initiate interest rate cuts, but the US presidential election may introduce significant uncertainties to overall economic policies and international politics, potentially impacting asset prices in the short and long term[2](index=2&type=chunk) - The company will continue to leverage its professional and experienced team to respond to market changes, timely adjust operational strategies, and enhance competitiveness to achieve better investment returns for shareholders[2](index=2&type=chunk) [Business Review](index=2&type=section&id=Business%20Review) The Group's core business involves property investment and development in the US and Hong Kong, with US investment properties forming the largest asset component [Overall Business Overview](index=2&type=section&id=Overall%20Business%20Overview) The Group primarily engages in property investment in the US and Hong Kong, US property development, and other businesses, with US investment properties accounting for **66%** of total assets as of June 30, 2024, and all US properties managed by GR Realty Asset Allocation by Category | Asset Category | Percentage of Total Assets (June 30, 2024) | | :--- | :--- | | US Investment Properties | 66% | | US Properties Held for Sale | 9% | | Hong Kong Investment Properties | 4% | - All of the Group's properties in the US are managed by Gemini Rosemont Realty LLC (GR Realty), which operates as an integrated real estate platform investing in and managing property funds as a general partner, generating stable income, cash flow, and potential capital gains and fee income from property appreciation[3](index=3&type=chunk) [US Property Investment](index=2&type=section&id=US%20Property%20Investment) As of June 30, 2024, the US investment property portfolio, valued at **HKD 6.87 billion**, increased from year-end 2023, with no acquisitions or disposals during the period, but completed development units were leased, resulting in decreased rental income and an average occupancy rate of **72%** US Investment Properties Carrying Value | Metric | June 30, 2024 (HKD) | December 31, 2023 (HKD) | | :--- | :--- | :--- | | US Investment Properties Carrying Value | 6,870,000,000 | 6,721,000,000 | US Investment Properties Revenue and Occupancy | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Total US Investment Property Revenue | 377,000,000 | 444,000,000 | | Average Occupancy Rate | 72% | N/A | - As of June 30, 2024, US investment properties' carrying value was allocated with **66%** in the West Coast, **20%** in the Central US, and **14%** in the East Coast[4](index=4&type=chunk) [US Property Development](index=3&type=section&id=US%20Property%20Development) The Group's US property development projects, including three residential redevelopment projects in New York City, saw a decrease in total carrying value, with significant property sales revenue growth primarily from a Brooklyn project during the period US Property Development Projects Carrying Value | Metric | June 30, 2024 (HKD) | December 31, 2023 (HKD) | | :--- | :--- | :--- | | Total Carrying Value of Property Development Projects | 970,000,000 | 1,350,000,000 | US Property Sales Revenue | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Property Sales Revenue | 215,000,000 | 53,000,000 | - All property sales revenue in the 2024 interim period was contributed by a project in Brooklyn, New York City, completed in the second half of 2023[6](index=6&type=chunk) [Hong Kong Investment Properties](index=3&type=section&id=Hong%20Kong%20Investment%20Properties) Hong Kong investment properties, primarily Grade A office units in two Hong Kong Island buildings, saw a decrease in carrying value, representing **4%** of total assets, with stable rental income and a **100%** average occupancy rate Hong Kong Investment Properties Carrying Value | Metric | June 30, 2024 (HKD) | December 31, 2023 (HKD) | | :--- | :--- | :--- | | Hong Kong Investment Properties Carrying Value | 362,000,000 | 396,000,000 | Hong Kong Investment Properties Rental Income and Occupancy | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Rental Income | 4,000,000 | 4,000,000 | | Average Occupancy Rate | 100% | N/A | [Other Businesses](index=3&type=section&id=Other%20Businesses) Other businesses include fund and securities investments, with a significant increase in the securities investment portfolio and revenue growth, while the fund investment portfolio's carrying value slightly decreased, recognizing fair value losses Securities Investment Portfolio | Metric | June 30, 2024 (HKD) | December 31, 2023 (HKD) | | :--- | :--- | :--- | | Securities Investment Portfolio (Held for Trading) | 122,000,000 | None | Securities Investment Income | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Securities Investment Income | 15,000,000 | 12,000,000 | Fund Investment Portfolio | Metric | June 30, 2024 (HKD) | December 31, 2023 (HKD) | | :--- | :--- | :--- | | Fund Investment Portfolio (Fair Value Through Profit or Loss) | 459,000,000 | 470,000,000 | Fair Value Change of Fund Investments | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Fair Value Change of Fund Investments | Loss 12,000,000 | Gain 4,000,000 | [Financial Review](index=4&type=section&id=Financial%20Review) The Group's financial performance saw increased revenue driven by property sales, reduced operating expenses, and narrowed fair value losses, despite a slight rise in administrative costs [Revenue Analysis](index=4&type=section&id=Revenue%20Analysis) The Group's total revenue increased by **16.5%** year-on-year, primarily driven by a significant rise in property sales, offsetting reduced rental and ancillary service income due to the sale of certain US investment properties in late 2023 Revenue Breakdown | Revenue Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Rental Income | 288,228 | 350,662 | | Property Leasing Ancillary Services and Management Services Income | 93,236 | 107,420 | | Property Sales | 214,637 | 53,276 | | Other | 211 | 259 | | **Total Revenue** | **596,312** | **511,617** | - The increase in property sales was due to a development project in Brooklyn, New York City, completed in the second half of 2023, which contributed **HKD 215 million** in residential unit sales during the 2024 interim period[10](index=10&type=chunk) [Operating Expenses](index=4&type=section&id=Operating%20Expenses) Total operating expenses decreased by **19.8%** year-on-year, primarily due to reduced maintenance, insurance, management expenses, and real estate taxes from US property sales in late 2023, and no write-down of properties held for sale, while inventory and sales costs increased with higher property sales Operating Expenses Breakdown | Expense Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Repairs, Maintenance and Utilities | 74,833 | 83,724 | | Property Insurance and Management Expenses | 24,683 | 26,644 | | Real Estate Taxes | 44,529 | 70,865 | | Cost of Inventories | 136,343 | 48,489 | | Cost of Sales | 13,544 | 1,720 | | Write-down of properties held for sale to net realisable value | – | 133,730 | | Other | 1,746 | 3,277 | | **Total Operating Expenses** | **295,678** | **368,449** | - The increase in cost of inventories and cost of sales is consistent with the increased revenue from the sale of residential units in a development project in Brooklyn, New York City, completed in the second half of 2023[11](index=11&type=chunk) [Fair Value Changes & Other Income/Losses](index=5&type=section&id=Fair%20Value%20Changes%20%26%20Other%20Income%2FLosses) Losses from fair value changes in investment properties and assets held for sale significantly narrowed, with an overall **2%** decrease in investment property fair value due to declines in US Central, East Coast, and Hong Kong property values, and other income primarily from interest Fair Value Changes in Investment Properties and Assets Held for Sale | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Loss from fair value changes in investment properties and assets held for sale | 167,000,000 | 387,000,000 | - Our investment properties' fair value decreased by **2%** overall, with properties in the US Central and East Coast recording a **3%** value decrease (approximately **HKD 67 million**), other US West Coast properties a **1%** decrease (approximately **HKD 66 million**), and Hong Kong investment properties a **9%** decrease (approximately **HKD 34 million**)[12](index=12&type=chunk) Other Income Items | Other Income Item | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Interest Income | 6,000,000 | 4,000,000 | | Gain/Loss on Disposal of Investment Properties | None | Gain 4,000,000 | [Administrative and Other Expenses](index=6&type=section&id=Administrative%20and%20Other%20Expenses) Total administrative and other expenses slightly increased, but decreased overall when excluding exchange difference changes, primarily due to reduced business and disposal activities, leading to lower staff costs, legal and professional fees, depreciation, insurance, and information service fees Administrative and Other Expenses Breakdown | Expense Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Staff Costs | 43,177 | 47,986 | | Legal and Professional Fees | 23,815 | 26,220 | | Depreciation | 6,617 | 8,857 | | Exchange Differences | 1,234 | (15,232) | | **Total Administrative and Other Expenses** | **96,232** | **94,818** | - Excluding the **HKD 16 million** change in exchange differences, administrative and other expenses decreased by **HKD 15 million** overall due to fewer business and disposal activities during the 2024 interim period[14](index=14&type=chunk) [Finance Costs](index=6&type=section&id=Finance%20Costs) The Group's finance costs for loans (net of capitalised interest) decreased year-on-year, primarily due to the repayment of certain borrowings in the second half of 2023 Finance Costs | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Finance Costs | 167,000,000 | 203,000,000 | [Loss Attributable to Limited Partners](index=6&type=section&id=Loss%20Attributable%20to%20Limited%20Partners) Loss attributable to limited partners primarily relates to property funds managed by GR Realty, arising from fair value decreases in US Central region investment properties, where the Group holds limited partnership interests Loss Attributable to Limited Partners | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Loss Attributable to Limited Partners | 85,000,000 | 123,000,000 | - A loss of **HKD 85 million** arising from the decrease in fair value of investment properties primarily located in the US Central region is attributable to limited partners[16](index=16&type=chunk) [Financial Resources & Liquidity](index=7&type=section&id=Financial%20Resources%20%26%20Liquidity) The Group experienced a decrease in cash resources and a significant shift in debt structure towards short-term loans, resulting in a slight increase in the net gearing ratio [Cash Resources & Loans](index=7&type=section&id=Cash%20Resources%20%26%20Loans) The Group's cash resources decreased, but committed undrawn borrowing facilities remain available; total loans slightly declined, yet short-term loans (due within 1 year) significantly increased to **58%**, indicating a notable shift in debt structure, with a slight rise in net gearing ratio Cash Resources and Loans | Metric | June 30, 2024 (HKD) | December 31, 2023 (HKD) | | :--- | :--- | :--- | | Cash Resources | 384,000,000 | 456,000,000 | | Committed Undrawn Borrowing Facilities | 273,000,000 | N/A | | Total Loans (excluding lease liabilities) | 3,903,000,000 | 3,943,000,000 | Loan Maturity Profile | Loan Maturity | June 30, 2024 (HKD Million) | Percentage of Loans | December 31, 2023 (HKD Million) | Percentage of Loans | | :--- | :--- | :--- | :--- | :--- | | Within 1 year | 2,265 | 58% | 378 | 9% | | 1 to 2 years | 1,214 | 31% | 1,806 | 46% | | 2 to 5 years | 424 | 11% | 1,576 | 40% | | Over 5 years | – | – | 183 | 5% | | **Total** | **3,903** | **100%** | **3,943** | **100%** | Net Gearing Ratio | Metric | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Net Gearing Ratio | 65% | 64% | - All aforementioned loans are denominated in USD; given the HKD peg to USD and all related USD-denominated assets located in the US, the Group considers the corresponding adverse foreign exchange risk arising from USD to be insignificant[18](index=18&type=chunk) [Financial Guarantees & Pledged Assets](index=7&type=section&id=Financial%20Guarantees%20%26%20Pledged%20Assets) The Group provided no financial guarantees for third parties at period-end, but pledged bank deposits and investment properties as loan collateral, with a decrease in the pledged amount of investment properties - As of June 30, 2024, the Group had not provided any financial guarantees for the benefit of third parties[19](index=19&type=chunk) Pledged Assets and Secured Loans | Pledged Assets | June 30, 2024 (HKD) | December 31, 2023 (HKD) | | :--- | :--- | :--- | | Pledged Bank Deposits | 82,000,000 | 53,000,000 | | Investment Properties | 5,229,000,000 | 5,679,000,000 | | Total Secured Loans | 3,828,000,000 | 3,943,000,000 | [Major Investments, Contingent Liabilities & Capital Commitments](index=8&type=section&id=Major%20Investments%2C%20Contingent%20Liabilities%20%26%20Capital%20Commitments) The Group held no major investments, nor had any significant contingent liabilities or capital commitments at the period-end - As of June 30, 2024, the Group held no major investments valued at **5%** or more of its total assets as of that date[21](index=21&type=chunk) - As of June 30, 2024, the Group had no significant contingent liabilities or capital commitments[21](index=21&type=chunk) [Use of Proceeds from Placing Activities](index=8&type=section&id=Use%20of%20Proceeds%20from%20Placing%20Activities) The company raised **HKD 179.2 million** net from 2020 placing activities to strengthen its financial position and enhance share liquidity; as of June 30, 2024, **HKD 96 million** was used for US property development working capital, while **HKD 83 million** for real estate-related investments remains unutilized, expected to be used by Q4 2025 Proceeds from Placing Activities | Metric | Amount (HKD) | | :--- | :--- | | Net Proceeds from Placing Activities | 179,200,000 | | Used for US Property Development Working Capital | 96,000,000 | | Intended for Real Estate-Related Projects but Unutilized | 83,000,000 | - Given current global economic and business uncertainties, the Group has adopted a cautious approach in identifying investment opportunities and has not yet made suitable investments[23](index=23&type=chunk) - The company maintains its expected timeline for utilizing the net proceeds for the aforementioned real estate investment projects by the fourth quarter of 2025 or earlier, subject to future market developments and potential further changes[23](index=23&type=chunk) [Post-Reporting Date Event](index=9&type=section&id=Post-Reporting%20Date%20Event) In July 2024, a company subsidiary entered an agreement with an independent third party to sell a multi-tenant office building in Texas, USA, for **USD 9.3 million**; completion is subject to precedent conditions, and if completed, the gain will be recognized in 2024 - In July 2024, a subsidiary of the company entered into an amended and restated sale and purchase agreement with an independent third party to sell a multi-tenant office building in Texas, USA, for a total consideration of **USD 9.3 million**[24](index=24&type=chunk) - The completion of the transaction is subject to the fulfillment of certain precedent conditions, thus the transaction may not proceed; upon completion, any gain arising from the disposal will be recognized in 2024[24](index=24&type=chunk) [Condensed Consolidated Financial Statements](index=10&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The condensed consolidated financial statements for the interim period show a significantly narrowed loss, reduced total assets, increased current liabilities, and a shift from net current assets to net current liabilities [Condensed Consolidated Statement of Profit or Loss](index=10&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) The unaudited condensed consolidated statement of profit or loss for the six months ended June 30, 2024, shows a significantly narrowed loss for the period of **HKD 53,146 thousand** compared to the prior year Condensed Consolidated Statement of Profit or Loss | Metric | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Revenue | 596,312 | 511,617 | | Loss before income tax | (37,768) | (395,423) | | Loss for the period | (53,146) | (411,487) | | Loss attributable to shareholders of the Company | (30,310) | (379,245) | | Basic loss per share (HKD) | (0.05) | (0.60) | [Condensed Consolidated Statement of Comprehensive Income](index=11&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) The unaudited condensed consolidated statement of comprehensive income for the six months ended June 30, 2024, shows a significantly narrowed total comprehensive loss for the period of **HKD 56,695 thousand** compared to the prior year Condensed Consolidated Statement of Comprehensive Income | Metric | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Loss for the period | (53,146) | (411,487) | | Exchange differences on translation of overseas operations | (3,549) | 17,822 | | Total comprehensive income for the period | (56,695) | (393,665) | | Total comprehensive income attributable to shareholders of the Company | (33,859) | (361,423) | [Condensed Consolidated Statement of Financial Position](index=12&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) The unaudited condensed consolidated statement of financial position as of June 30, 2024, shows a slight decrease in total assets, a significant increase in current liabilities, resulting in a shift from net current assets to net current liabilities, and a reduction in total equity Condensed Consolidated Statement of Financial Position | Metric | June 30, 2024 (HKD '000) | December 31, 2023 (HKD '000) | | :--- | :--- | :--- | | Total Assets | 10,406,740 | 10,534,179 | | Current Assets | 1,778,789 | 2,080,836 | | Current Liabilities | 2,703,552 | 837,659 | | Net Current (Liabilities) / Assets | (924,763) | 1,243,177 | | Total Equity | 5,396,953 | 5,463,154 | [Notes to the Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the basis of preparation, accounting policies, segment information, and specific financial items for the condensed consolidated financial statements, providing context for the reported figures [General Information & Basis of Preparation](index=14&type=section&id=General%20Information%20%26%20Basis%20of%20Preparation) The interim financial statements are prepared in accordance with HKAS 34 and Listing Rules, unaudited but reviewed by auditors, involving judgments, estimates, and assumptions, and presented in HKD - The unaudited condensed consolidated financial statements for the six months ended June 30, 2024, 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[29](index=29&type=chunk) - These interim financial statements are unaudited but have been reviewed by BDO Limited, Hong Kong, 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[31](index=31&type=chunk) [Principal Accounting Policies](index=15&type=section&id=Principal%20Accounting%20Policies) The interim financial statements are prepared on a historical cost basis, except for investment properties and certain financial instruments measured at fair value, with new HKFRS standards applied for the first time this period having no significant impact on presented amounts - These interim financial statements are prepared on a historical cost basis, except where applicable, for the Group's investment properties and certain financial instruments which are measured at fair value[32](index=32&type=chunk) - The adoption of the new Hong Kong Financial Reporting Standards mentioned above during this period had no significant impact on the amounts presented and/or disclosed in these unaudited condensed consolidated financial statements[32](index=32&type=chunk) [Segment Information](index=16&type=section&id=Segment%20Information) The Group is divided into five main operating segments by geography and business nature: US Property Investment, US Property Development, Hong Kong Property Investment, Fund Investment, and Securities and Other Investments, with detailed analysis of each segment's revenue and results - The Group's reporting 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[33](index=33&type=chunk) Segment Information | Segment | 2024 Interim Period Segment Revenue (HKD '000) | 2024 Interim Period Segment Results (HKD '000) | June 30, 2024 Segment Assets (HKD '000) | June 30, 2024 Segment Liabilities (HKD '000) | | :--- | :--- | :--- | :--- | :--- | | US Property Investment | 377,289 | 192,694 | 8,134,812 | 4,507,443 | | US Property Development | 214,637 | 42,710 | 1,253,768 | 316,675 | | Hong Kong Property Investment | 4,175 | (30,322) | 362,890 | 4,010 | | Fund Investment | – | (11,615) | 458,796 | 268 | | Securities and Other Investments | 211 | 14,962 | 137,052 | 190 | [Revenue - detailed note](index=20&type=section&id=Revenue%20-%20detailed%20note) The note details the Group's revenue components, including rental income, dividend income, property sales revenue, and property leasing ancillary and management services income Revenue Breakdown (Detailed) | Revenue Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Rental income | 288,228 | 350,662 | | Dividend income | 211 | 259 | | Revenue from disposal of properties | 214,637 | 53,276 | | Property leasing ancillary services and management services income | 93,236 | 107,420 | | **Total Revenue** | **596,312** | **511,617** | [Direct Costs & Operating Expenses - detailed note](index=20&type=section&id=Direct%20Costs%20%26%20Operating%20Expenses%20-%20detailed%20note) The note details the Group's direct costs and operating expenses, including repairs, maintenance and utilities, property insurance costs, property management expenses, real estate taxes, cost of properties sold, write-down of properties held for trading to net realisable value, and cost of sales Direct Costs and Operating Expenses Breakdown | Expense Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Repairs, maintenance and utilities | 74,833 | 83,724 | | Property insurance costs | 8,082 | 9,329 | | Property management expenses | 16,601 | 17,315 | | Real estate taxes | 44,529 | 70,865 | | Cost of properties sold | 136,343 | 48,489 | | Write-down of properties held for trading to net realisable value | – | 133,730 | | Cost of sales | 13,544 | 1,720 | | Other | 1,746 | 3,277 | | **Total Direct Costs and Operating Expenses** | **295,678** | **368,449** | [Other Income, Gains/Losses - detailed note](index=21&type=section&id=Other%20Income%2C%20Gains%2FLosses%20-%20detailed%20note) The note details the components of other income, gains/losses, primarily comprising interest income, with no gains from disposal of investment properties in the current period Other Income, Gains/Losses Breakdown | Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Interest income | 6,466 | 3,806 | | Gain on disposal of investment properties | – | 3,564 | | Other | 82 | 495 | | **Total** | **6,548** | **7,865** | [Finance Costs - detailed note](index=21&type=section&id=Finance%20Costs%20-%20detailed%20note) The note details the components of finance costs, primarily comprising interest on bank and other loans, interest expense on lease liabilities, and amortisation of arrangement fees Finance Costs Breakdown | Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Interest on bank and other loans | 161,479 | 194,997 | | Interest expense on lease liabilities | 1,375 | 428 | | Amortisation of arrangement fees | 3,735 | 7,437 | | **Total Finance Costs** | **166,589** | **202,862** | [Income Tax](index=22&type=section&id=Income%20Tax) The Group's income tax expense primarily comprises overseas taxation and deferred tax expense, with no Hong Kong profits tax provision made during the period Income Tax Breakdown | Tax Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Current tax – Overseas taxation | 9,380 | 13,161 | | Deferred tax expense | 5,998 | 3,000 | | **Total Income Tax** | **15,378** | **16,064** | - No Hong Kong profits tax provision was made for the six months ended June 30, 2024, and 2023, as the Group had no estimated assessable profits for the period[42](index=42&type=chunk) [Loss Per Share](index=23&type=section&id=Loss%20Per%20Share) Basic loss per share is calculated based on the adjusted loss attributable to shareholders and the weighted average number of ordinary shares outstanding, with no adjustment for diluted loss per share due to the anti-dilutive effect of convertible preference shares Loss Per Share Calculation | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Basic loss per share | (0.05) | (0.60) | | Adjusted loss attributable to shareholders of the Company | (30,536,000) | (379,471,000) | | Weighted average number of ordinary shares in issue | 635,570,000 | 635,570,000 | - No adjustment for diluted loss per share was made for the six months ended June 30, 2024, and 2023, as the unexercised convertible preference shares had an anti-dilutive effect on the basic loss per share presented[46](index=46&type=chunk) [Interim Dividend](index=23&type=section&id=Interim%20Dividend) The Board of Directors does not recommend the payment of any dividend for the current interim period - The Board of Directors does not recommend the payment of a dividend for the current interim period (six months ended June 30, 2023: nil)[47](index=47&type=chunk) [Investment Properties - detailed note](index=23&type=section&id=Investment%20Properties%20-%20detailed%20note) The note details the Group's investment property composition, including Hong Kong and US properties, explaining fair value changes and pledging arrangements Investment Properties Breakdown | Property Category | June 30, 2024 (HKD '000) | December 31, 2023 (HKD '000) | | :--- | :--- | :--- | | Hong Kong properties | 362,200 | 396,330 | | US properties | 6,869,846 | 6,720,784 | | **Total Investment Properties** | **7,232,046** | **7,117,114** | Net Loss from Fair Value Changes in Investment Properties | Metric | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Net loss from fair value changes in investment properties | 167,284 | 347,564 | - As of June 30, 2024, approximately **74%** of the Group's investment properties were leased out under operating leases[49](index=49&type=chunk) - As of June 30, 2024, investment properties of approximately **HKD 5.229 billion** were pledged as collateral for bank loans of approximately **HKD 3.455 billion**[49](index=49&type=chunk) [Financial Assets at Fair Value Through Profit or Loss](index=24&type=section&id=Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) The note details financial assets at fair value through profit or loss, primarily comprising unlisted fund investments and other assets (membership debentures), with fair values estimated by independent valuers Financial Assets at Fair Value Through Profit or Loss | Asset Category | June 30, 2024 (HKD '000) | December 31, 2023 (HKD '000) | | :--- | :--- | :--- | | Other assets (membership debentures) | 7,930 | 8,210 | | Unlisted fund investments | 458,725 | 470,431 | | **Total** | **466,655** | **478,641** | - The fair values of these investments as of June 30, 2024, and December 31, 2023, were estimated by Cushman & Wakefield Valuation Advisory Services (HK) Limited and classified within Level 3 of the fair value hierarchy[51](index=51&type=chunk) [Loans - detailed note](index=25&type=section&id=Loans%20-%20detailed%20note) The note details the Group's loan composition, including lease liabilities, bank and revolving loans, notes payable, and third-party loans, classified by maturity, with bank loans and notes payable being secured Loans Breakdown | Loan Category | June 30, 2024 (HKD '000) | December 31, 2023 (HKD '000) | | :--- | :--- | :--- | | Lease liabilities | 32,540 | 36,104 | | Bank and revolving loans | 3,455,033 | 3,565,408 | | Notes payable | 373,459 | 377,473 | | Third party loans | 74,181 | – | | **Total Loans** | **3,935,213** | **3,978,985** | - Bank and revolving loans are non-recourse mortgage loans borrowed by certain Group subsidiaries, secured by legal charges over certain of the Group's investment properties and pledged bank deposits[54](index=54&type=chunk) - All notes payable are denominated in USD and secured by legal charges over the equity interests of certain of the Group's US subsidiaries[55](index=55&type=chunk) [Corporate Governance & Other Information](index=27&type=section&id=Corporate%20Governance%20%26%20Other%20Information) This section confirms the company's adherence to corporate governance codes, auditor review, and securities trading guidelines, along with details on share transactions and report publication [Corporate Governance](index=27&type=section&id=Corporate%20Governance) The company complied with all applicable code provisions of Appendix C1 Part 2 (Corporate Governance Code) of the Listing Rules during the 2024 interim period - During the 2024 interim period, the company complied with all applicable code provisions of Appendix C1 Part 2 (Corporate Governance Code) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited when they became effective[56](index=56&type=chunk) [Review by Auditor and Audit Committee](index=27&type=section&id=Review%20by%20Auditor%20and%20Audit%20Committee) The company's auditor reviewed the Group's unaudited interim financial information, and the Audit Committee reviewed accounting principles, internal controls, and financial reporting matters - The company's auditor reviewed the Group's unaudited interim financial information for the 2024 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[57](index=57&type=chunk) - The Audit Committee and the company's management reviewed the accounting principles and practices adopted by the Group and discussed auditing, internal control, and financial reporting matters[57](index=57&type=chunk) [Code for Securities Transactions by Directors and Relevant Employees](index=27&type=section&id=Code%20for%20Securities%20Transactions%20by%20Directors%20and%20Relevant%20Employees) The company adopted the Model Code in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions, requiring relevant employees to adhere to a code no less exacting, with all directors confirming compliance - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules as its code of conduct for directors' securities transactions[58](index=58&type=chunk) - Following specific enquiries by the company, all directors confirmed their compliance with the required standards set out in the Model Code during the 2024 interim period[58](index=58&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Shares](index=27&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Shares) Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed shares during the 2024 interim period - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed shares during the 2024 interim period[59](index=59&type=chunk) [Publication of Interim Report](index=27&type=section&id=Publication%20of%20Interim%20Report) The company's 2024 interim report will be dispatched to shareholders and published on the company's website and HKEXnews website in due course - The company's 2024 interim report, containing all applicable information required by the Listing Rules, will be dispatched to the company's shareholders and published on the company's website www.geminiinvestments.com.hk and the HKEXnews website www.hkexnews.hk in due course[60](index=60&type=chunk) [Acknowledgements](index=28&type=section&id=Acknowledgements) The Board of Directors extends its sincere gratitude to all shareholders, business partners, banking institutions, Board members, management, and staff for their support and dedication - The Board of Directors takes this opportunity to sincerely thank all shareholders, business partners, and banking institutions for their trust and strong support over the years, and expresses heartfelt appreciation to the Board members, management, and staff for their hard work and dedication to the Group[62](index=62&type=chunk)

Financial Performance - The company reported revenue of HKD 1,061,755,000 for 2023, a slight decrease of 0.08% from HKD 1,064,608,000 in 2022[3]. - Loss attributable to shareholders was HKD 655,881,000 in 2023, compared to HKD 295,740,000 in 2022, representing a significant increase in losses[3]. - The total asset value decreased to HKD 10,534,179,000 in 2023 from HKD 13,313,358,000 in 2022, reflecting a decline of approximately 20.9%[3]. - The total income from U.S. investment properties was HKD 868,000,000, down from HKD 926,000,000 in 2022, indicating a decline of approximately 6.3%[16]. - Rental income from investment properties in Hong Kong decreased to HKD 7 million in 2023 from HKD 9 million in 2022, with an average occupancy rate of 92%[26]. - The fair value loss on investment properties was HKD 958 million in 2023, compared to a loss of HKD 276 million in 2022, reflecting a 12% overall decrease in property values[35]. - The company anticipates potential opportunities arising from the expected shift in monetary policy in 2024, which may influence economic growth[11]. - No final dividends were recommended for the year due to the financial losses incurred[7]. Asset Management - The fair value of the company's properties decreased by about 12%, amounting to HKD 997,000,000 due to ongoing global economic challenges[6]. - The company plans to continue optimizing its asset portfolio while maintaining a cautiously optimistic outlook on market conditions[21]. - The company plans to sell the Second Avenue project, which has been reclassified as held for sale, resulting in a write-down of HKD 131 million[23]. - Securities investments were fully liquidated, resulting in a balance of zero as of December 31, 2023, down from HKD 118 million in 2022[27]. - The group’s total loans (excluding lease liabilities) amounted to HKD 3,943 million, a decrease from HKD 5,276 million in 2022, with 10% classified as short-term and 90% as long-term loans[43]. - The net gearing ratio as of December 31, 2023, was 64%, down from 70% a year earlier, indicating improved capital and debt structure management[44]. Operational Costs - Operating expenses increased to HKD 601 million in 2023 from HKD 478 million in 2022, driven by costs associated with sold properties[33]. - Financial costs increased to HKD 400 million in 2023, up by HKD 28 million, due to the repayment of mortgage loans after selling US investment properties[40]. - The group had no significant contingent liabilities as of December 31, 2023, reflecting a stable financial position[50]. Employee Management - The total employee cost was HKD 91 million, an increase from HKD 82 million in 2022, attributed to labor shortages and rising wages in the U.S. labor market[55]. - The company recognizes employees as valuable assets and provides competitive compensation to attract and motivate them[61]. - The company emphasizes the importance of attracting and retaining skilled personnel to achieve business objectives, offering attractive compensation packages[71]. - Employee turnover during the reporting period was 16, with 7 males and 9 females leaving[189]. - 75 employees received training during the reporting period, with a training rate of 88% for both male and female employees[192]. Risk Management - The company faces significant risks related to the property markets in Hong Kong and the United States, which may impact financial performance and property values[75]. - The company has established a detailed investment framework to assess risks and returns before approving investments, ensuring regular updates to the board on project progress[70]. - The company emphasizes the importance of risk management and internal controls related to ESG issues, integrating them into overall business operations[154]. - The company has not entered into any hedging arrangements to mitigate foreign exchange risk as of December 31, 2023, and will continue to monitor this risk closely[64]. Environmental, Social, and Governance (ESG) Initiatives - The group is focused on enhancing its environmental, social, and governance (ESG) performance, aiming to become a responsible service provider, employer, and corporate citizen[146]. - The company has set environmental goals for emission reduction, energy consumption, and waste reduction in its Hong Kong operations[148]. - The company identified 30 significant environmental, social, and governance (ESG) issues categorized into three themes: responsible employer, responsible service provider, and responsible corporate citizen[166]. - The importance matrix indicates that most significant issues under the responsible employer theme have become more important compared to the previous year, with many classified as "very important"[168]. - The company aims to enhance transparency regarding its role and impact on identified ESG issues through this report[171]. Corporate Governance - The company has complied with the corporate governance code throughout the year, except as disclosed in the corporate governance report[128]. - The audit committee reviewed the consolidated financial statements for the year ended December 31, 2023, and confirmed compliance with applicable accounting standards[136]. - The board of directors includes seven members, with specific roles outlined, and some directors are eligible for re-election at the upcoming annual general meeting[102]. - There were no significant transactions or arrangements involving directors or major shareholders that remain effective as of the end of the year[105].

Financial Performance - The company recorded revenue of HKD 1,062,000,000 for the year ended December 31, 2023, a slight decrease from HKD 1,065,000,000 in 2022[3] - Loss attributable to shareholders was HKD 656,000,000 in 2023, compared to a loss of HKD 296,000,000 in 2022[3] - Total revenue for the year 2023 was HKD 1,061,755,000, a slight decrease from HKD 1,064,608,000 in 2022[21] - The group reported a consolidated loss before tax of HKD 890,412,000 for the year ended December 31, 2023, compared to a loss of HKD 295,564,000 for the year ended December 31, 2022[68][70] - The group reported a loss of HKD 914,097,000 for the year, compared to a loss of HKD 329,788,000 in 2022[45] - The total comprehensive income for the year 2023 was reported at HKD (907,159,000), compared to HKD (332,166,000) in 2022, indicating a significant increase in comprehensive losses[49] Property and Investment Performance - The fair value of the company's properties decreased by approximately HKD 997,000,000 in 2023 due to ongoing global economic challenges[3] - Revenue from residential development projects in New York amounted to HKD 186,000,000, with a 45% increase from HKD 128,000,000 in 2022[16] - The total value of investment properties in the U.S. was HKD 6,721,000,000 as of December 31, 2023, down from HKD 8,141,000,000 in 2022[11] - The average occupancy rate for U.S. investment properties was 74% as of December 31, 2023[11] - Investment properties in Hong Kong had a total book value of HKD 396,000,000, representing 4% of total assets[18] - Rental income from Hong Kong investment properties was HKD 7,000,000, down from HKD 9,000,000 in 2022, with an average occupancy rate of 92%[18] - The fair value loss on investment properties was HKD 958,000,000, compared to a loss of HKD 276,000,000 in 2022[25] - The fair value change of investment properties resulted in a loss of HKD 957,684,000 for 2023, compared to a loss of HKD 276,086,000 in 2022[76] Financial Position - Cash resources as of December 31, 2023, totaled HKD 456,000,000, down from HKD 791,000,000 in 2022[31] - The company’s loan balance decreased to HKD 3,943,000,000 from HKD 5,276,000,000 in the previous year[31] - The total assets as of December 31, 2023, were valued at HKD 10,534,179,000, down from HKD 13,313,358,000 in 2022[47] - Total assets less current liabilities decreased from HKD 11,577,572,000 in 2022 to HKD 9,696,520,000 in 2023, a reduction of about 16.3%[48] - Current liabilities decreased from HKD 1,735,786,000 in 2022 to HKD 837,659,000 in 2023, a decrease of approximately 51.7%[48] - Non-current liabilities decreased from HKD 5,149,243,000 in 2022 to HKD 4,233,366,000 in 2023, a decline of about 17.8%[48] - The company's total liabilities decreased from HKD 6,428,329,000 in 2022 to HKD 5,463,154,000 in 2023, a decrease of approximately 15.0%[49] Operational Expenses - The company’s operating expenses increased to HKD 601,739,000 from HKD 478,436,000 in 2022, primarily due to higher maintenance and property tax costs[22] - Direct operating expenses increased to HKD 601,739,000 in 2023 from HKD 478,436,000 in 2022, marking an increase of approximately 25.7%[80] - Financial expenses increased by HKD 28,000,000 to HKD 400,000,000 due to the repayment of mortgage loans after property sales[29] - The group’s financial expenses increased to HKD 400,036,000 in 2023 from HKD 371,746,000 in 2022[44] Corporate Governance - The board of directors includes executive directors, non-executive directors, and independent non-executive directors, ensuring a diverse governance structure[110] - The company is led by CEO Li Guohong, indicating strong leadership presence[110] - The board composition includes three independent non-executive directors, promoting transparency and accountability[110] - The company emphasizes its commitment to corporate governance through a structured board[110] - The presence of multiple executive directors suggests a collaborative approach to management[110] - The announcement highlights the importance of strategic oversight by the board[110] - The company is positioned for future growth with a focus on leadership and governance[110] - The diverse board may enhance decision-making and strategic direction[110] Future Outlook - The company plans to continue optimizing its asset portfolio and is cautiously optimistic about future investment opportunities[14] - The company plans to invest approximately USD 10 million to USD 12 million (equivalent to HKD 77.5 million to HKD 93 million) in real estate projects in the New York metropolitan area, representing 43% to 52% of the net proceeds from the placement activities[39] - Approximately HKD 83 million (46% of the net proceeds from the placement activities) remains unutilized for real estate investments due to current economic uncertainties[41] Miscellaneous - The company did not declare any dividends for the years ended December 31, 2023, and 2022[89] - The company has not adopted any new or revised Hong Kong Financial Reporting Standards that would have a significant impact on its financial performance or position for the current or prior periods[54] - The company has not reported any revenue from a single customer accounting for 10% or more of total revenue for the years ended December 31, 2023, and 2022[77] - The company did not purchase, sell, or redeem any of its listed shares during the year[101] - The company maintained sufficient public float as per the listing rules as of the announcement date[107] - The annual report for the year 2023 will be sent to shareholders and published on the company's website and the Hong Kong Stock Exchange's disclosure platform[108]

Financial Performance - For the six months ended June 30, 2023, the company reported revenue of HKD 511,617,000, an increase of 4.3% compared to HKD 491,382,000 for the same period in 2022[5]. - The loss attributable to shareholders for the same period was HKD 379,245,000, compared to a loss of HKD 146,986,000 in the prior year, representing a significant increase in losses[5]. - Total revenue for the six months ended June 30, 2023, was HKD 511,617,000, an increase of 4.1% compared to HKD 491,382,000 for the same period in 2022[104]. - The group reported a loss before tax of HKD 395,423,000, with significant expenses including financial costs of HKD 202,862,000 and unallocated corporate expenses of HKD 83,713,000[96]. - The company reported a basic loss per share of HKD 0.597 for the six months ended June 30, 2023, compared to HKD 0.232 for the same period in 2022[114]. Assets and Liabilities - The total assets as of June 30, 2023, were HKD 11,998,750,000, down from HKD 13,313,358,000 as of December 31, 2022, indicating a decrease of approximately 9.9%[5]. - The total liabilities decreased to HKD 1,242,178,000 from HKD 1,735,786,000, indicating a reduction of 28.5%[71]. - The total non-current liabilities decreased to HKD 4,775,564 thousand as of June 30, 2023, from HKD 5,149,243 thousand as of December 31, 2022, indicating a reduction of approximately 7.3%[72]. - The net current assets decreased to HKD 1,431,314,000 from HKD 1,871,473,000, reflecting a decline of 23.5%[71]. - The total amount of bank loans secured by investment properties was approximately HKD 4,261,427,000 as of June 30, 2023, down from HKD 4,463,079,000 as of December 31, 2022[121]. Cash Flow and Financial Stability - The company’s cash and cash equivalents decreased to HKD 433,789,000 from HKD 790,673,000, reflecting a decline of about 45%[5]. - Operating cash flow for the six months ended June 30, 2023, was HKD 260,946 thousand, a significant improvement from a cash outflow of HKD 155,719 thousand in the prior year[78]. - Investment activities generated a net cash inflow of HKD 214,442 thousand in the first half of 2023, down from HKD 1,305,858 thousand in the same period of 2022[81]. - The company incurred financial expenses of HKD 202,862 thousand in the first half of 2023, compared to HKD 182,417 thousand in the same period of 2022, representing an increase of approximately 11%[78]. - The company has not made any financial guarantees for third-party interests as of June 30, 2023[50]. Property and Investment Performance - The fair value of the company’s properties decreased by approximately 5%, equating to a loss of around HKD 387,000,000 due to ongoing economic challenges[8]. - The fair value loss on investment properties was HKD 348,000,000, with a total decrease in property values of 5% due to rising interest rates and economic slowdown[39]. - The total book value of investment properties in the U.S. was HKD 7,872,000,000, down from HKD 8,141,000,000 as of December 31, 2022, reflecting a decrease of approximately 3.3%[19]. - The average occupancy rate for the company’s rental investment properties in the U.S. was 74% as of June 30, 2023, down from 3,712,000 square feet in the previous period[22]. - The company plans to optimize its U.S. property portfolio through acquisitions and disposals, maintaining a cautiously optimistic outlook[25]. Dividends and Shareholder Information - No interim dividend was recommended for the six months ended June 30, 2023, reflecting the company's focus on financial stability amid losses[9]. - The company has the discretion to choose not to pay dividends on the convertible preferred shares, which are subject to a non-cumulative floating rate[153]. - The company has not engaged in any arrangements that would allow directors to benefit from purchasing shares or bonds of the company or any other entity during the six months ending June 30, 2023[189]. - The total number of ordinary shares issued remained at 635,570,000, with a total capital of HKD 371,191,000, unchanged from December 31, 2022[152]. - The beneficial owner, Shengmei Management Limited, holds 157,986,500 shares, accounting for 24.86% of the issued share capital[192]. Future Outlook and Strategy - The company anticipates continued monitoring of global economic trends and real estate market dynamics, particularly regarding interest rate changes by the Federal Reserve[13]. - The company plans to continue focusing on investment property development and expansion in the upcoming periods, aiming to enhance overall financial performance[73]. - The company plans to allocate approximately HKD 77,500,000 to HKD 93,000,000 (equivalent to 43% to 52% of the net proceeds from the placement activities) for real estate-related projects in the New York metropolitan area[55]. - The company plans to continue focusing on property investment and development in the U.S. market as part of its future strategy[102]. - The company completed the sale of two office properties in the U.S. during the reporting period, contributing to a total sales revenue of HKD 53,000,000 from residential development projects[10].

Financial Performance - The company reported a revenue of HKD 1,064,608,000 for 2022, a decrease of approximately 13.3% from HKD 1,227,106,000 in 2021[4] - The loss attributable to shareholders for 2022 was HKD 295,740,000, compared to a loss of HKD 8,111,000 in 2021, indicating a significant decline in financial performance[4] - The total assets decreased to HKD 13,313,358,000 in 2022 from HKD 16,022,667,000 in 2021, reflecting a reduction of about 17%[4] - The company will not recommend any final dividends for the year, reflecting the financial losses incurred[8] - Rental income for the year was HKD 740,921,000, a decrease from HKD 983,833,000 in the previous year, primarily due to the sale of 5 out of 19 commercial properties[41] Investment Properties - The company’s investment properties experienced a valuation decline of approximately 3%, equating to HKD 276,000,000, due to adverse market conditions[7] - The book value of investment properties in the US was HKD 8,141,000,000 as of December 31, 2022, down from HKD 9,167,000,000 in 2021, primarily due to the successful sale of 5 investment properties during the year[18] - The book value of investment properties in Hong Kong was HKD 406,000,000 as of December 31, 2022, down from HKD 440,000,000 in 2021, representing 3% of total assets[33] - The company recorded a loss of HKD 276,000,000 from changes in the fair value of investment properties, with a 3% overall decrease in value attributed to multiple factors including rising interest rates[45] Sales and Revenue Generation - The company completed the sale of 5 real estate projects in the US, generating proceeds of HKD 31,000,000[9] - A development project in Manhattan was completed in 2022, yielding sales revenue of HKD 128,000,000, with expectations for further unit sales in the coming year[9] - Total revenue from US investment properties was HKD 926,000,000 for the year, compared to HKD 1,212,000,000 in 2021, reflecting a decrease attributed to property sales[18] - Revenue from residential units sold in the Avenue of the Americas redevelopment project amounted to HKD 128,000,000 in 2022, with no revenue reported in 2021[31] Strategic Planning and Future Outlook - The company plans to continue evaluating its investment strategies in response to unfavorable financial market conditions, including potential reductions in its securities and fund investment portfolio[9] - The company anticipates challenges and opportunities in the post-pandemic recovery phase, influenced by geopolitical tensions and inflationary pressures[12] - The company plans to continue optimizing its US asset portfolio based on acquisition and disposal criteria, maintaining a cautiously optimistic outlook[24] Risk Management - The company is exposed to various risks, including market risk, foreign exchange risk, interest rate risk, liquidity risk, operational risk, investment risk, and human resource risk[71][72][75][77][79][80] - The company has implemented a risk mitigation plan to ensure effective risk management and has confirmed the effectiveness of its internal control systems to the board[168] Corporate Governance - The company appointed Mr. Li Guohong as CEO since December 31, 2020, bringing over 32 years of experience in corporate governance and financial management[87] - The company has a strong board with members experienced in financial management and corporate governance, including Mr. Tang Runjiang and Mr. Zhou Yue, who have extensive backgrounds in finance and investment[91][93] - The board includes independent directors with significant legal and financial expertise, such as Mr. Lu Huanbo and Ms. Chen Yingshun, ensuring robust governance practices[94][97] - The company emphasizes the importance of corporate governance and compliance, with members actively involved in various professional organizations[87][94] Employee Management and Well-being - The total number of employees decreased from 97 to 91 due to strategic plans and property sales, with total employee costs amounting to HKD 82 million in the current year, down from HKD 92 million in the previous year[64] - The company emphasizes the importance of employee well-being and aims to provide necessary resources for a healthy work-life balance[189] - Health and safety are prioritized, with strict compliance to regulations and regular reviews of safety measures to maintain a zero-injury culture[190] - The company supports diversity and prohibits any form of discrimination or harassment in the workplace[196] Environmental, Social, and Governance (ESG) Initiatives - The group has established environmental goals for emissions reduction, energy consumption, and waste reduction in its Hong Kong operations[162] - The group aims to enhance its overall ESG performance and positively impact the community through responsible business practices[160] - The group’s environmental, social, and governance strategy is overseen by the board, which evaluates related risks and ensures effective internal controls[167] Financial Position and Resources - As of December 31, 2022, the group's cash resources totaled HKD 791,000,000, down from HKD 825,000,000 in 2021, with committed undrawn borrowing facilities of HKD 560,000,000[53] - The group's total loans decreased to HKD 5,276,000,000 as of December 31, 2022, from HKD 6,068,000,000 in 2021, primarily due to the repayment of mortgage loans following property sales[53] - The net gearing ratio improved to 70% as of December 31, 2022, from 72% in 2021, mainly due to the sale of investment properties and the repayment of related loans[53] Shareholder Information - As of December 31, 2022, major shareholders held approximately 125.97% of the company's ordinary shares, with 800,654,083 shares attributed to multiple controlled corporations[130] - The total number of issued shares as of December 31, 2022, was 635,570,000 shares, used for calculating the approximate percentage of shareholdings[132] - The company reported that no individual held 5% or more of the issued shares, according to the Securities and Futures Ordinance[135]

Financial Performance - For the six months ended June 30, 2022, the company reported revenue of HKD 491,382,000, a decrease of 23.3% compared to HKD 640,789,000 for the same period in 2021[8]. - The loss attributable to shareholders for the same period was HKD 146,986,000, compared to a profit of HKD 20,540,000 in the previous year, marking a significant decline[8]. - Total revenue for the six months ended June 30, 2022, was HKD 491,382,000, a decrease of 23.3% compared to HKD 640,789,000 for the same period in 2021[144]. - The company reported a loss attributable to shareholders of HKD 146,986,000 for the six months ended June 30, 2022, compared to a profit of HKD 20,540,000 in the same period of 2021, indicating a substantial decline[157]. - Adjusted loss attributable to shareholders for the same period was HKD 147,212,000, compared to an adjusted profit of HKD 20,314,000 in 2021, reflecting a significant deterioration in performance[157]. - Basic and diluted loss per share was HKD 0.23, compared to earnings of HKD 0.03 per share in the previous year[85]. Assets and Liabilities - The total assets as of June 30, 2022, were HKD 14,932,878,000, down from HKD 16,022,667,000 at the end of 2021, indicating a decrease of 6.8%[10]. - Total liabilities decreased to HKD 7,791,582,000 from HKD 8,715,249,000, reflecting a reduction of 10.6%[141]. - As of June 30, 2022, the group's loans amounted to HKD 5,435,000,000, a decrease from HKD 6,068,000,000 as of December 31, 2021, primarily due to the repayment of mortgage loans after the sale of investment properties[64]. - The company’s total equity attributable to shareholders was HKD 5,265,683,000, down from HKD 5,406,016,000 at the end of 2021[92]. - The net debt-to-equity ratio improved from 72% as of December 31, 2021, to 65% as of June 30, 2022, mainly due to the sale of investment properties and the repayment of related loans[65]. Investment Properties - The book value of investment properties in the US was HKD 8,154,000,000 as of June 30, 2022, down from HKD 9,167,000,000 at the end of 2021, reflecting a decrease of 11.0%[22]. - Total income from US investment properties was HKD 486,000,000, a decline of 23.2% compared to HKD 633,000,000 in the same period last year[22]. - The overall performance of investment properties remained stable despite geopolitical tensions and inflationary pressures affecting financial markets[13]. - The company completed three investment property sales during the mid-2022 period, optimizing its U.S. property portfolio[28]. - The valuation of U.S. investment properties as of June 30, 2022, was approximately $8.2 billion, with 9% in the West Coast, 26% in the East Coast, and 64% in the Central region[27]. Revenue and Income - Rental income from U.S. investment properties was HKD 390,000,000, while auxiliary service income was HKD 96,000,000, including service income of HKD 79,000,000 and parking income of HKD 17,000,000[46]. - Other income decreased from HKD 56,179,000 in 2021 to HKD 34,878,000 in 2022, a decline of approximately 38.0%[55]. - The company reported a decrease in dividend income to HKD 650,000 from HKD 3,297,000, a decline of 80.3%[144]. - Interest income for the six months ended June 30, 2022, was HKD 3,153,000, down from HKD 4,011,000 in the previous year, a decrease of 21.4%[147]. Expenses and Costs - Operating expenses decreased from HKD 311,322,000 in 2021 to HKD 234,074,000 in 2022, a reduction of approximately 24.8%[51]. - Administrative and other expenses decreased from HKD 102,762,000 in 2021 to HKD 95,936,000 in 2022, a reduction of approximately 6.0%[57]. - Financial costs for the group decreased from HKD 219,000,000 in 2021 to HKD 182,000,000 in 2022, a decline of approximately 16.9%[60]. - The company reported a decrease in financial expenses to HKD 182,417 from HKD 219,044 in the previous year[101]. Cash Flow and Resources - As of June 30, 2022, the group's cash resources totaled HKD 795,000,000, down from HKD 825,000,000 at the end of 2021[62]. - Cash and cash equivalents at the end of the period were HKD 794,899, down from HKD 1,235,939 in the previous year[104]. - Cash flow from investing activities showed a net inflow of HKD 1,305,858, significantly higher than HKD 469,783 in the previous year[104]. - The group redeemed 150,676 shares in Neutron Fund Limited for a total cash inflow of HKD 250,000,000, resulting in a loss of HKD 30,000,000 from the redemption[44]. Development Projects - The development projects in the US are progressing as expected, with one project in Manhattan set to complete in the second half of 2022, which is anticipated to generate sales revenue and cash inflow[15]. - Development projects in the U.S. include residential redevelopment with a total estimated floor area of 297,000 square feet, expected to be completed between 2022 and 2025[37]. - The company plans to closely monitor business development projects and continue implementing plans to provide quality residential property development products[38]. Shareholder Information - The company does not recommend any interim dividend for the first half of 2022, reflecting a cautious approach amid market uncertainties[14]. - The group did not recommend any interim dividend for the period, consistent with the previous year[162]. - The average number of ordinary shares outstanding for calculating basic loss per share was 635,570,000 for both periods, indicating no change in share count[155].