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].

Financial Performance - The company reported revenue of HKD 1,227 million for 2021, a significant increase of 103.5% compared to HKD 604 million in 2020[6]. - The loss attributable to shareholders was HKD 8 million in 2021, a substantial improvement from a loss of HKD 233 million in 2020[6]. - The company’s cash and bank balances decreased to HKD 825 million in 2021 from HKD 1,162 million in 2020, reflecting a decline of 29%[6]. - Total revenue for the group increased to HKD 1,227,106,000, with rental income contributing HKD 983,833,000 and ancillary service income from property leasing at HKD 237,783,000[36]. - The significant revenue increase of HKD 623,000,000 was primarily due to the contribution from GR Realty, which included a rental income increase of HKD 482,000,000 and ancillary service income increase of HKD 139,000,000[37]. - Operating expenses rose to HKD 493,701,000, with major increases in maintenance and utilities costs (HKD 256,694,000) and property tax (HKD 170,998,000) attributed to GR Realty[39]. - The group recorded a loss of HKD 151,000,000 from changes in the fair value of investment properties, primarily due to a decrease in the value of U.S. properties[40]. - The group reported a gain of HKD 45,000,000 from financial assets measured at fair value through profit or loss, mainly from fund investments[41]. - Other income included HKD 36,175,000 from the sale of investment properties and HKD 18,055,000 from government subsidies related to COVID-19[44]. - The group’s cash resources totaled HKD 825,000,000 as of December 31, 2021, down from HKD 1,162,000,000 the previous year[52]. - Loss attributable to shareholders decreased to HKD 8,000,000, with basic loss per share improving to HKD 0.01 from HKD 0.41 in the previous year[51]. Asset Management - Total assets as of December 31, 2021, were HKD 16,023 million, down from HKD 17,956 million in 2020, indicating a decrease of 10.8%[6]. - The book value of the company's investment properties in the US as of December 31, 2021, was HKD 9,167,000,000, down from HKD 10,913,000,000 as of December 31, 2020[20]. - The total leasable area in the US decreased from 7,153,000 square feet to 5,233,000 square feet, with an average occupancy rate of 73%[20]. - The company successfully sold multiple real estate projects in the United States, generating proceeds of HKD 36 million, optimizing its asset portfolio[13]. - The company successfully sold several assets in the US Midwest, recording a sale revenue of HKD 36,000,000[19]. - A property in Alabama was sold for USD 67,000,000, generating a profit of HKD 34,000,000[25]. - A property in North Carolina was sold for USD 22,350,000, with the sale completed in January 2022[26]. - The company is developing residential projects in Manhattan, with a total estimated floor area of 82,000 square feet expected to be completed in the first half of 2022[28]. Investment Strategy - The company plans to continue focusing on real estate investment and management in the U.S. through its platform, Gemini-Rosemont Realty LLC[11]. - The outlook for 2022 remains uncertain due to ongoing COVID-19 impacts and geopolitical tensions, with a focus on identifying investment opportunities during economic recovery[14]. - The company aims to enhance its overall competitiveness by leveraging synergies with its major shareholders, Orient Overseas (International) Ltd. and Orient Capital Holdings Ltd.[14]. - The company has capital commitments of HKD 263 million for U.S. property development projects as of December 31, 2021, up from HKD 208 million in the previous year[62]. - The company raised net proceeds of HKD 179.2 million from share placements, with plans to allocate approximately USD 10 million to USD 12 million (equivalent to HKD 77.5 million to HKD 93 million) for real estate projects in the New York metropolitan area[63]. - The company plans to utilize the net proceeds from share placements for real estate investments by Q4 2022, depending on market conditions[64]. - The group has entered into agreements to sell properties in Oklahoma for USD 101.17 million and a shopping center in New Mexico for USD 3.9 million, with proceeds expected to be recognized in 2022[68][69]. Financial Position - As of December 31, 2021, the group's loans (excluding lease liabilities) amounted to HKD 6,068 million, a decrease from HKD 7,932 million as of December 31, 2020[55]. - The net debt-to-equity ratio improved from 94% as of December 31, 2020, to 72% as of December 31, 2021, primarily due to the sale of several investment properties in the U.S.[56]. - 84% of the total loans have an interest rate below 6%, indicating a favorable borrowing cost structure[56]. - The group has pledged bank deposits of HKD 18 million and investment properties valued at HKD 7,817 million as collateral for its loans[58]. Corporate Governance - The company has a diverse board with members holding significant qualifications in finance, law, and management, enhancing corporate governance[97][99][100]. - The management team collectively possesses over 29 years of experience in civil and commercial litigation, asset management, and corporate governance[97]. - The company emphasizes the importance of corporate governance and compliance, with several board members holding key positions in various committees[93][97]. - The board of directors includes seven members, with three of them due for re-election at the upcoming annual general meeting[116]. - The company has purchased and maintained directors' liability insurance to provide appropriate protection against legal actions[123]. - The company has maintained compliance with the corporate governance code throughout the year[144]. Employee Management - The total employee cost for the group was HKD 92 million, an increase from HKD 55 million in the previous year, reflecting a reduction in workforce from 155 to 97 employees[67]. - The company recognizes employees as valuable assets and provides competitive compensation to attract and motivate them, regularly reviewing compensation in line with market standards[73]. - The company emphasizes the importance of employee well-being and aims to be the employer of choice for current and potential employees[184]. - Employee turnover during the reporting period was 14, consisting of 4 males and 10 females, with 7 located in Hong Kong and 7 in the United States[199]. - The gender distribution of employees was 39% male and 61% female, with 1% part-time and 99% full-time[194]. - Age distribution showed 31% of employees were under 30 years old, 61% were between 30 and 50 years old, and 8% were over 50 years old[196]. - The company has established a human resources policy to regulate recruitment, promotion, and employee welfare in accordance with legal standards[189]. Risk Management - The company faces various risks and uncertainties that may affect its financial condition, operational performance, and business outlook, including market, foreign exchange, interest rate, and liquidity risks[74][75][76][78][80]. - The company has established a risk assessment framework for investment decisions, ensuring detailed analysis and regular updates on investment project progress[82]. - The company’s property portfolio is primarily located in Hong Kong and the United States, making it susceptible to economic conditions and property market performance in these regions[86]. - The company has implemented a risk management system, with senior management identifying key business and operational risks annually and appointing risk owners[170]. - The company has not entered into any hedging arrangements to mitigate foreign exchange risks as of December 31, 2021, and will continue to monitor these risks closely[76]. Environmental, Social, and Governance (ESG) - The environmental, social, and governance (ESG) report covers the period from January 1, 2021, to December 31, 2021, reflecting the company's performance in various ESG areas[156]. - The report includes significant quantitative data due to the inclusion of GR Realty's operations, leading to an increase in reported greenhouse gas emissions and waste management metrics[157]. - The company aims to enhance its overall ESG performance and positively impact the community through responsible service provision and corporate citizenship[162]. - The company has set environmental goals for emissions reduction, energy consumption, and waste reduction in its Hong Kong operations[163]. - The company disclosed additional social key performance indicators related to employee training and supplier engagement[164]. - The company has identified 30 key environmental, social, and governance (ESG) issues, with 8 classified as very important, 15 as important, and 7 as somewhat important[175]. - The company engages stakeholders through various channels, including internal emails, meetings, and annual general meetings, to understand their concerns and expectations[172]. - The company has established an ESG working group led by an executive director to oversee the implementation of ESG strategies and monitor related risks[169]. - The company integrates ESG elements into its business operations and reports on these issues to the board for review and strategy adjustment[169]. - The company utilizes stakeholder feedback to continuously improve its ESG practices and reporting[172].

Financial Performance - For the six months ended June 30, 2021, the company reported revenue of HKD 640,789,000, a significant increase from HKD 56,603,000 for the same period in 2020[8]. - The profit attributable to shareholders for the same period was HKD 20,540,000, compared to a loss of HKD 126,623,000 in the previous year, marking a turnaround due to improved market conditions[8]. - The company reported a total comprehensive income of HKD 61,915,000 for the period, compared to a loss of HKD (108,598,000) in 2020[83]. - The net profit for the period was HKD 56,735,000, a turnaround from a loss of HKD (103,577,000) in the previous year[83]. - The group reported a profit attributable to shareholders of HKD 21,000,000 in the first half of 2021, a significant recovery from a loss of HKD 127,000,000 in the same period of 2020[54]. - The group’s total revenue for the six months ended June 30, 2021, was HKD 640,789,000, compared to HKD 56,603,000 in 2020, indicating an increase of 1,030%[137]. - The basic earnings per share for the six months ended June 30, 2021, was calculated based on 635,570,000 shares, while the diluted earnings per share was based on 1,012,737,000 shares[155]. Assets and Liabilities - The company's total assets as of June 30, 2021, were HKD 17,740,931,000, slightly down from HKD 17,955,521,000 at the end of 2020[8]. - The total liabilities as of June 30, 2021, were HKD 10,534,545,000, down from HKD 10,768,836,000 as of December 31, 2020[134]. - The group’s total equity attributable to shareholders was HKD 7,206,386,000 as of June 30, 2021[134]. - The company’s cash and bank balances improved to HKD 1,235,939,000 from HKD 1,162,189,000, indicating a growth of about 6.3%[85]. - The group’s total loans decreased to HKD 7,372,000,000 as of June 30, 2021, down from HKD 7,932,000,000 at the end of 2020, primarily due to the repayment of mortgage loans following the sale of several US investment properties[57]. - The company’s secured bank loans were approximately HKD 6,586,418,000 as of June 30, 2021, down from HKD 6,980,240,000 as of December 31, 2020, reflecting a decrease of about 5.7%[200]. Investment Properties - The total value of the company's investment properties in the US as of June 30, 2021, was HKD 10,333,000,000, a decrease from HKD 10,913,000,000 as of December 31, 2020[24]. - Rental income from US investment properties increased by 1166% to HKD 633,000,000 during the first half of 2021, compared to HKD 50,000,000 in the same period of 2020[24]. - The total investment properties as of June 30, 2021, amounted to HKD 10,619,592,000, down from HKD 11,363,561,000 as of December 31, 2020, representing a decrease of approximately 6.5%[161]. - The group’s investment properties were approximately 73% leased as of June 30, 2021, compared to 74% as of December 31, 2020[162]. - The group recognized government subsidies of HKD 18,055,000 related to the U.S. Payroll Protection Program during the reporting period[141]. Operating Expenses - Operating expenses surged to HKD 311,322,000 in 2021, up from HKD 18,423,000 in 2020, largely due to the consolidation of GR Realty, which accounted for 95% of total operating expenses[41]. - Financial expenses for the group amounted to HKD 219,000,000 in the first half of 2021, with GR Realty contributing HKD 210,000,000 to this total[52]. - Operating expenses rose to HKD (311,322,000) compared to HKD (18,423,000) in 2020, indicating an increase of about 1,590%[81]. - Financial costs for the six months ended June 30, 2021, were HKD 219,044,000, a substantial rise from HKD 8,803,000 in the previous year, reflecting an increase of 2,384%[143]. Strategic Focus and Future Outlook - The company plans to focus on the U.S. real estate market, leveraging its extensive network and operational experience to adapt to market changes[14]. - The company aims to enhance operational efficiency and expand its business framework to support future growth initiatives[14]. - The company is exploring new strategies for market expansion and product development to enhance its competitive position in the real estate sector[125]. - The financial performance reflects a strategic focus on diversifying income sources and optimizing asset management across different regions[125]. Shareholder Returns - The company does not recommend any interim dividend for the six months ended June 30, 2021, reflecting a cautious approach amid recovery[13]. - The group did not recommend any interim dividend for the period, consistent with the previous year[160]. Employment and Capital Commitments - The total number of employees decreased from 155 as of December 31, 2020, to 127 as of June 30, 2021[70]. - The group has capital commitments of HKD 372 million for U.S. property development projects as of June 30, 2021, up from HKD 208 million as of December 31, 2020[66].

la c 盛洋投资 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 目錄 | --- | --- | |-------|----------------------| | | | | 2 | 財務摘要 | | 3 | 主席報告 | | 6 | 管理層討論與分析 | | 20 | 董事及高級管理層簡介 | | 25 | 董事局報告 | | 41 | 環境、社會及管治報告 | | 64 | 企業管治報告 | | 82 | 獨立核數師報告 | | 88 | 綜合收益表 | | 89 | 綜合全面收益表 | | 90 | 綜合財務狀況表 | | 92 | 綜合權益變動表 | | 94 | 綜合現金流量表 | | 95 | 綜合財務報表附註 | 209 主要投資物業的詳情 211 發展中物業的詳情 212 五年財務概要 213 公司資料 1 盛 洋 投 資 （ 控 股 ） 有 限 公 司 2020 年報 財務 摘要 | --- | --- | --- | |------------------------|------------|------------| | （港幣 ...