香 港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準 確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產 生 或 因 倚 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任 。 湯 臣 集 團 有 限 公 司 ( 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ) (股 份 代 號 : 258) 截至二零二四年十二月三十一日止年度之全年業績公告 湯臣集團有限公司（「本公司」）董事局（「董事局」）欣然宣佈，本公司及其附屬公司 （統稱「本集團」）截至二零二四年十二月三十一日止年度之已審核綜合業績，連同二零 二三年度同期之比較數字如下： 綜合損益表 | | | 截至十二月三十一日止年度 | | | --- | --- | --- | --- | | | 附註 | 二零二四年 | 二零二三年 | | | | 千港元 | 千港元 | | 經營收益總額 | 4及5 | 399,633 | 567,364 | | 收入 | 4 | 393,727 | 513,810 | | 銷售成本 | | (56,978) | (156,303) | ...

Tomson Group Limited 湯臣集團有限公司 Tomson Stock Code 股份代號 : 258 (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立之有限公司) 中期報告 INTERIM REPORT 2024 Contents 目錄 Corporate Information Interim Results Interests and Short Positions in Securities Corporate Governance and Other Information Condensed Consolidated Statement of Profit or Loss Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Condensed Consolidated Statement of Financial Position Condensed Consolidated Sta ...

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 的 內 容 概 不 負 責 ， 對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明 ， 並 明 確 表 示 ， 概 不 對 因 本 公 告 全 部 或 任 何 部 份 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任 。 簡明綜合損益表（未經審核） 湯 臣 集 團 有 限 公 司 (於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ) (股份代號 : 258) 截至二零二四年六月三十日止六個月之中期業績公告 湯臣集團有限公司（「本公司」）董事局謹宣佈，本公司及其附屬公司（統稱「本集 團」）截至二零二四年六月三十日止六個月之未經審核綜合業績與二零二三年度同期之 比較數字如下： | --- | --- | --- | --- | |---------------------------------------------|----------------|----------------------------------- ...

Financial Performance - The consolidated profit after taxation attributable to shareholders for the year ended December 31, 2023, was HK$42,684,000, a significant increase of approximately 149% compared to HK$17,168,000 in 2022[19]. - Basic earnings per share for the year amounted to 2.12 HK cents, up from 0.87 HK cents in 2022[19]. - The Group reported an operating profit before taxation of HK$223,819,000 for the year under review, compared to HK$217,288,000 in 2022[18]. - Revenue from the property development and trading segment increased during the year, although segment profit slightly improved to HK$99,085,000 from HK$98,828,000 in 2022[18]. - The Group recorded a net gain on trading securities investment of HK$2,287,000, down from HK$8,161,000 in 2022[18]. - Interest income increased to HK$72,633,000 from HK$70,210,000 in 2022, while net exchange loss decreased to HK$5,907,000 from HK$28,577,000[18]. - The Group shared a net profit from a joint venture of HK$22,645,000, compared to a net loss of HK$15,289,000 in 2022[18]. - An unrealized loss on fair value changes of investment properties in Shanghai was recorded at HK$109,255,000, compared to HK$75,204,000 in 2022[18]. - Administrative expenses and finance costs increased during the year[18]. - The Group's performance improvement was mainly attributed to the property development and trading business[18]. Dividends and Shareholder Returns - The Board declared an interim dividend of 10 HK cents per share for the year ended 31st December, 2023, an increase from 8.50 HK cents per share in 2022[20]. - The Scrip Dividend Scheme is subject to the approval of The Stock Exchange of Hong Kong Limited[21]. - The register of members will be closed from 30th April to 3rd May, 2024, for determining shareholders eligible for the interim dividend[179]. - The annual general meeting is scheduled for 6th June, 2024, with the register of members closed from 31st May to 6th June, 2024[180]. - The Company aims to provide stable and sustainable returns to shareholders through its dividend policy, with the payout ratio determined at the Board's discretion based on various factors[144]. Property Development and Investment - The property investment segment contributed a profit of HK$54,091,000 for the year ended 31st December, 2023, down from HK$94,780,000 in 2022[24]. - The property development and trading segment generated a profit of HK$44,994,000, significantly up from HK$4,048,000 in 2022[24]. - Total revenue from property development and investment was HK$459,870,000, accounting for approximately 81.05% of the Group's gross proceeds from operations for 2023[24]. - Tomson Riviera recognized total revenue of HK$293.39 million, representing about 51.71% of the Group's gross proceeds from operations[25]. - Rental income and property management fees from commercial and industrial properties provided HK$90.71 million, accounting for approximately 15.99% of the Group's gross proceeds[27]. - Miscellaneous residential developments, including Tomson Golf Villas and Garden, recognized revenue of HK$75.78 million, representing approximately 13.35% of the Group's gross proceeds[30]. - The Group's property development and investment segment will be significantly supported by the Jinqiao Town project in Pudong, Shanghai, which is expected to be a major profit contributor in the coming years[76]. Financial Position and Assets - Total assets decreased by approximately 2.31% to HK$18,361,211,000 as of December 31, 2023, while equity attributable to owners decreased by about 3.08% to HK$12,006,560,000[55]. - Cash and cash equivalents amounted to HK$3,541,040,000, reflecting a decrease of approximately 10.72% from the previous year[56]. - The Group's borrowings increased to HK$375,811,000, representing approximately 3.13% of equity attributable to owners, with 55.43% of borrowings denominated in Renminbi[61]. - As of December 31, 2023, liabilities totaled HK$6,218,040,000, with about 60.30% being tax payables under current liabilities[60]. - The Group's total liabilities were HK$6,218,040,000 as of December 31, 2023, compared to HK$5,967,079,000 in 2022, with about 60.30% classified as current liabilities[62]. - The current ratio as of December 31, 2023, was 2.05 times, slightly down from 2.12 times in 2022, while the gearing ratio rose to 51.79% from 49.15%[64]. Governance and Corporate Structure - The Board of Directors consists of six members, including three executive Directors and three independent non-executive Directors, following the retirement of Mr. Sean S J Wang[84]. - The Company has achieved gender diversity at the Board level with one female director and five male directors, aiming to maintain this representation[88]. - Throughout 2023, at least 50% of the Board members were independent non-executive directors, contributing valuable independent views[91]. - The Board has established mechanisms to ensure independent views are available, maintaining an appropriate proportion of independent non-executive directors[94]. - The management is responsible for implementing strategies and plans adopted by the Board, with clearly defined authorities and responsibilities[95]. - The Board met regularly throughout the year, with four regular meetings held in 2023[96]. - The Nomination Committee conducted an annual review of the Board's structure and composition, confirming the achievement of diversity[87]. Risk Management and Internal Control - The Audit Committee conducted three meetings in 2023 to review interim and annual financial statements, evaluating risk management and internal control systems[104]. - The Audit Committee confirmed that the risk management and internal control systems were effectively implemented in 2023[107]. - The risk management and internal control systems are designed to manage significant risks but cannot provide absolute assurance against material misstatement or loss[130]. - The Group's code on risk management and internal control has been regularly reviewed and modified since its adoption in 2005[129]. Charitable Contributions and Community Engagement - The Group has made charitable donations to various organizations, including World Vision Hong Kong and Médecins Sans Frontières, to support activities in poverty relief and education[152]. - The Group has participated in the "Heart to Heart Project" since 2005 to encourage youth volunteerism in the community[152]. - The Group donated approximately HK$257,000 for charitable and other causes during the year ended 31st December, 2023[182]. Employment and Staff - As of December 31, 2023, the Group employed approximately 400 staff members, with total emoluments amounting to HK$64,099,000[77]. - The gender ratio in the workforce, including senior management, was approximately 53:47 as of the end of the review year[83]. Future Outlook - The Group anticipates that Tomson Riviera and One Penha Hill will be the principal sources of profit in 2024, as it continues to focus on high-end residential property development[74]. - The management holds a positive view on potential demand for properties in Shanghai and Macau, and will closely monitor marketing and pricing strategies[72]. - The Group is cautiously optimistic about the long-term economic development in Mainland China, despite short-term volatility in the property market due to high interest rates[73][74].

Revenue and Profit Growth - Total operating revenue for 2023 increased to 567,364 thousand HKD, up from 533,078 thousand HKD in 2022[2] - Gross profit for 2023 rose to 357,507 thousand HKD compared to 314,339 thousand HKD in 2022[2] - Net profit attributable to equity holders of the company for 2023 was 42,684 thousand HKD, up from 17,168 thousand HKD in 2022[4] - Basic earnings per share for 2023 increased to 2.12 HKD cents from 0.87 HKD cents in 2022[4] - Total operating revenue for 2023 increased to 567,364 thousand HKD, up from 533,078 thousand HKD in 2022[15] - Revenue from property sales in 2023 rose to 219,606 thousand HKD, compared to 164,374 thousand HKD in 2022[15] - Media and entertainment business revenue surged to 2,579 thousand HKD in 2023 from 367 thousand HKD in 2022[15] - Revenue from golf club services increased to 51,361 thousand HKD in 2023 from 44,994 thousand HKD in 2022[15] - Property management fee revenue slightly increased to 32,011 thousand HKD in 2023 from 31,428 thousand HKD in 2022[15] - Total revenue from customer contracts and fixed lease payments reached 305,557 thousand HKD in 2023, up from 241,163 thousand HKD in 2022[15] - Profit before tax for 2023 was 135,165 thousand HKD, compared to 126,561 thousand HKD in 2022[17] - Revenue from external customers in Mainland China increased to 511,231 thousand HKD in 2023 from 459,682 thousand HKD in 2022[20] - Interest income for 2023 was HK$72,633 thousand, up from HK$70,210 thousand in 2022[24] - The company's post-tax consolidated profit for the year ended December 31, 2023, increased significantly to HK$42,684,000, a 1.49x increase compared to HK$17,168,000 in 2022[36] - The property development and sales segment contributed HK$44,994,000 in profit, a significant increase from HK$4,048,000 in 2022, primarily due to property sales in Shanghai[38] - The Shanghai Jinjiang Tomson Intercontinental Hotel achieved an average occupancy rate of 71.2%, contributing a net profit of HKD 22,645,000, a significant improvement from a net loss of HKD 15,289,000 in 2022[48] - Securities trading in Hong Kong generated revenue of HKD 53,554,000, representing 9.44% of the group's total operating revenue, with a net gain of HKD 2,287,000 from available-for-sale securities[49] Asset and Liability Changes - Total assets decreased to 13,261,625 thousand HKD in 2023 from 14,049,966 thousand HKD in 2022[10] - Investment properties decreased to 6,993,381 thousand HKD in 2023 from 7,794,927 thousand HKD in 2022[9] - Cash and bank balances decreased to 3,526,296 thousand HKD in 2023 from 3,966,071 thousand HKD in 2022[9] - Total equity decreased to 12,143,171 thousand HKD in 2023 from 12,706,582 thousand HKD in 2022[10] - Total liabilities decreased to 5,099,586 thousand HKD in 2023 from 4,745,348 thousand HKD in 2022[10] - Deferred tax liabilities decreased to 910,009 thousand HKD in 2023 from 1,112,328 thousand HKD in 2022[10] - Non-current assets in Mainland China decreased to 7,299,543 thousand HKD in 2023 from 8,116,907 thousand HKD in 2022[20] - Total assets decreased by 2.31% to HKD 18,361,211,000, with equity attributable to shareholders decreasing by 3.08% to HKD 12,006,560,000 due to RMB depreciation[54] - Cash and cash equivalents decreased by 10.72% to HKD 3,541,040,000, with net cash outflow of HKD 297,696,000 primarily due to construction costs for development properties[55] - Total assets pledged as collateral amounted to HKD 648,980,000 as of December 31, 2023, an increase from HKD 476,321,000 in 2022[57] - Borrowings secured by collateral increased to HKD 375,811,000 in 2023, up from HKD 242,451,000 in 2022[57] Segment Performance - The property development and sales segment contributed HK$44,994,000 in profit, a significant increase from HK$4,048,000 in 2022, primarily due to property sales in Shanghai[38] - The property investment segment contributed HK$54,091,000 in profit, down from HK$94,780,000 in 2022, mainly due to unrealized losses from fair value changes in investment properties in Shanghai[38] - The company's core property development and investment business generated total revenue of HK$459,870,000, accounting for 81.05% of the company's total operating revenue in 2023[39] - The Tomson Riviera project in Shanghai generated total revenue of approximately HK$293,390,000, accounting for 51.71% of the company's total operating revenue in 2023[40] - The company's commercial and industrial properties in Shanghai generated stable recurring income of approximately HK$90,710,000, accounting for 15.99% of the company's total operating revenue in 2023[41] - The company's other residential projects in Shanghai, including Tomson Golf Villas and Gardens, generated revenue of approximately HK$75,780,000, accounting for 13.35% of the company's total operating revenue in 2023[42] - Revenue from the Tomson Shanghai Pudong Golf Club was HKD 51,361,000, accounting for 9.05% of the group's total operating revenue, with a gross profit of HKD 26,330,000 and a segment loss of HKD 4,132,000 after depreciation[47] - Media and entertainment business recorded total revenue of HKD 2,579,000, contributing 0.46% to the group's operating revenue, with a segment loss of HKD 276,000[50] Financial Costs and Expenses - Financing costs for 2023 rose to 18,204 thousand HKD from 14,835 thousand HKD in 2022[22] - Pre-tax profit for 2023 was HK$36,900 thousand, a decrease from HK$39,755 thousand in 2022[23] - Dividend income from non-listed equity instruments at fair value through other comprehensive income was HK$18,470 thousand in 2023, down from HK$22,054 thousand in 2022[24] - Total tax expenses for 2023 were HK$90,201 thousand, a decrease from HK$107,806 thousand in 2022[26] - The group's current ratio was 2.05x, and the debt-to-equity ratio increased slightly to 51.79%, primarily due to new borrowings[56] Dividends and Shareholder Returns - Interim dividend for 2023 was HK$167,537 thousand, up from HK$108,406 thousand in 2022[28] - The company declared an interim dividend of HK$0.10 per share for 2023, up from HK$0.085 per share in 2022[33] Future Projects and Strategic Investments - The company plans to develop the Tomson Junpin project in Shanghai's Jinqiao Town in six phases over the next four years, with the first phase expected to be launched for sale in Q2 2024[43] - The company holds a 70% interest in the Tomson Bishop Hill No. 1 residential project in Macau, with approximately 6,700 square meters of residential units available for sale as of December 31, 2023[44] - The company acquired a strategic long-term investment in the form of an office property in Hong Kong's Admiralty Centre, which is expected to generate stable recurring rental income[45][46] - The group agreed to sell 100% equity of Shanghai Chengqi Technology Co., Ltd. for approximately RMB 405,840,000, with 40% of the consideration already received[52] - The company expects the Tangchen Yipin and Tangchen Bishop Hill No. 1 projects to be the main profit contributors in 2024[59] - The company is actively advancing the construction and marketing plans for the Jinqiao Town project in Shanghai's Pudong district, which is expected to be a key profit contributor in the coming years[59] - The company maintains a conservative approach to managing its securities portfolio, focusing on securities with stable recurring income[59] Risk Management and Contingencies - The company has no significant contingent liabilities as of December 31, 2023[59] - The company's assets and liabilities are primarily denominated in RMB, with some in HKD and USD, and it expects to control exchange rate risks[58] Reporting and Communication - The company's 2023 annual report will be published by the end of April 2024 and will be distributed to shareholders via email or mail[62] Trade Receivables and Payables - Trade receivables aged 0-3 months were HK$533 thousand in 2023, up from HK$339 thousand in 2022[31] - Trade payables aged 0-3 months were HK$263,059 thousand in 2023, a significant increase from HK$24,125 thousand in 2022[32] Commitments and Development Properties - The group's commitments for development properties increased to HKD 2,308,957,000, mainly due to the development of the Jinqiao Town project in Shanghai[56]

Financial Performance - Consolidated profit after taxation for the first half of 2023 decreased to HK$19,387,000, a 38.15% drop compared to HK$31,346,000 in the same period of 2022[14] - Basic earnings per share decreased to 0.98 HK cents from 1.59 HK cents in 2022[14] - Revenue for the six months ended 30th June 2023 was HK$304,291 thousand, a slight increase from HK$301,780 thousand in the same period in 2022[101] - Gross profit for the six months ended 30th June 2023 was HK$179,908 thousand, compared to HK$181,201 thousand in 2022[101] - Profit before taxation for the six months ended 30th June 2023 was HK$93,464 thousand, down from HK$107,710 thousand in 2022[101] - Profit for the period attributable to owners of the company was HK$19,387 thousand in 2023, compared to HK$31,346 thousand in 2022[101] - Earnings per share (basic) decreased to 0.98 HK cents in 2023 from 1.59 HK cents in 2022[101] - Total comprehensive expense for the period was HK$431,657 thousand in 2023, compared to HK$521,198 thousand in 2022[103] - Total revenue for the six months ended 30th June 2023 was HK$304.29 million, compared to HK$301.78 million in the same period last year[118] - Profit before taxation for the six months ended 30th June 2023 was HK$93.46 million, compared to HK$107.71 million in the same period last year[125] - Group revenue for the period was HK$304,291,000, a slight increase from HK$301,780,000 in 2022[128] - Basic earnings per share attributable to owners of the company were HK$19,387,000 in 2023, down from HK$31,346,000 in 2022[140] Property Development and Investment - Property development and trading segment revenue decreased to HK$148,822,000, down from HK$164,374,000 in 2022, with a drop in gross profit margin[13] - Property investment segment contributed a segment profit of HK$73,413,000, down from HK$80,732,000 in 2022, primarily from rental and property management fees in Shanghai[16] - Property development and trading segment profit decreased to HK$11,713,000 from HK$37,995,000 in 2022, mainly due to property sales in Shanghai[16] - Property development and investment contributed a segment profit of HK$85,126,000, accounting for 81.49% of the Group's total revenue of HK$278,420,000 for the first half of 2023[21][25] - Tomson Riviera generated HK$226.23 million in revenue, representing 66.22% of the Group's total revenue, with 65% of the 58,400 square meters in Towers B and D leased[22][26] - Commercial and industrial properties in Shanghai provided HK$47.63 million in rental income, contributing 13.94% of the Group's total revenue, but recorded an unrealized loss of HK$17.04 million[23][27] - The Jinqiao Town project in Shanghai is planned to be developed in six phases over four years, with the first phase expected to deliver properties in the first half of 2024[29][33] - The second and third phases of the Jinqiao Town project, with a total residential gross floor area of approximately 100,000 square meters, are expected to be completed by 2026[30][33] - The Group holds a 70% interest in One Penha Hill, Macau, with 6,700 square meters of saleable area available as of June 30, 2023, but no sales were recorded in the first half of 2023[34] - The Group acquired office premises in Tower II, Admiralty Centre, Hong Kong, for HK$193 million, which is expected to generate stable recurring rental income[35] - The Group anticipates that Tomson Riviera and One Penha Hill will be the principal sources of profit in 2023, with the Jinqiao Town project expected to contribute significantly in the coming years[60][64] - Revenue from property sales decreased to HK$148.82 million in 2023 from HK$164.37 million in 2022[118] - Segment profit for property investment was HK$73.41 million in 2023, compared to HK$80.73 million in 2022[125] - Revenue from property management fees increased to HK$15.30 million in 2023 from HK$13.44 million in 2022[118] - The fair value of the group's investment properties was HK$7,473,519,000 as of 30th June 2023[143] - An unrealized loss on property valuation of HK$17,042,000 was charged in the condensed consolidated statement of profit or loss for the six months ended 30th June 2023[143] - Commitments for properties under development surged to HK$2,199,169,000 in June 2023 from HK$384,951,000 in December 2022[159] Securities and Investments - Securities trading business generated a segment profit of HK$825,000, down from HK$8,937,000 in 2022, from sale proceeds and fair value changes of trading securities in Hong Kong[20] - Dividend income from a long-term equity investment recognized at HK$18,470,000, compared to nil in 2022[14] - Net gain on trading securities investment decreased to HK$828,000 from HK$8,940,000 in 2022[14] - Share of results of a joint venture improved, recording a net profit of HK$8,314,000 compared to a loss of HK$12,009,000 in 2022[14] - The company's securities trading business in Hong Kong generated revenue of HK$37,357,000, accounting for 10.93% of the group's gross proceeds, with a net gain of HK$828,000 from trading securities[42][46] - The company holds a 13.483% interest in Shanghai Zhangjiang Micro-electronics Port Co. Ltd., with a fair value of HK$302,244,000, representing 1.66% of the group's total assets, and recognized dividend income of HK$18,470,000[44][48] - Net gain on financial assets at fair value through profit or loss decreased significantly to HK$828 thousand in 2023 from HK$8,940 thousand in 2022[101] - Securities trading segment revenue was HK$37.36 million in 2023, a decrease from HK$60.36 million in 2022[118] - Financial assets at fair value through profit or loss (FVTPL) decreased to HK$2,173,000 in June 2023 from HK$36,724,000 in December 2022[163] - Unlisted equity instruments at fair value through other comprehensive income (FVTOCI) decreased to HK$302,244,000 in June 2023 from HK$312,824,000 in December 2022[163] - Unlisted equity investment fair value as of June 30, 2023, was HK$302,244,000, compared to HK$287,349,000 in 2022[167] - Fair value gain recognized in other comprehensive income for the six months ended June 30, 2023, was HK$1,634,000, down from HK$6,931,000 in 2022[167] - Foreign exchange rate changes negatively impacted the fair value by HK$12,214,000 for the six months ended June 30, 2023[167] Cash Flow and Financial Position - The company's cash and cash equivalents decreased by 2.87% to HK$3,771,927,000 as of June 30, 2023, with 89.45% denominated in RMB and 9.14% in HKD[50][51] - The company's borrowings as of June 30, 2023, amounted to HK$400,161,000, representing 3.36% of the equity attributable to owners, with 58.14% denominated in RMB and 41.86% in HKD[52] - The Group's commitments for properties under development increased to HK$2,199,169,000 as of the reporting period, up from HK$384,951,000 at the end of 2022, primarily due to the Jinqiao Town project in Shanghai[53][55] - The Group's cash and cash equivalents decreased by 2.87% to HK$3,771,927,000 as of June 30, 2023, compared to HK$3,883,335,000 at the end of 2022[54] - The Group's gearing ratio increased slightly to 49.68% as of June 30, 2023, from 49.15% at the end of 2022, mainly due to new borrowings[53][55] - The Group's liabilities totaled HK$5,923,785,000 as of June 30, 2023, with 62.50% being current tax liabilities and 17.27% deferred tax liabilities[54] - The Group's borrowings increased to HK$400,161,000 as of June 30, 2023, representing 3.36% of equity attributable to owners, up from 1.96% at the end of 2022[54] - The Group's assets with a carrying value of HK$647.50 million were pledged for securing bank facilities as of June 30, 2023, up from HK$476.32 million at the end of 2022[56][62] - The Group's cash and cash equivalents are primarily denominated in RMB (89.45%) and HKD (9.14%) as of June 30, 2023[54] - The Group's foreign exchange exposure is manageable, with most assets and liabilities denominated in RMB, and the rest in HKD or USD[57][63] - Non-current assets as of 30th June 2023 were HK$7,473,519 thousand, down from HK$7,794,927 thousand at the end of 2022[105] - Current assets as of 30th June 2023 were HK$9,769,550 thousand, slightly lower than HK$10,058,240 thousand at the end of 2022[105] - Total equity as of 30th June 2023 was HK$12,234,167 thousand, compared to HK$12,706,582 thousand at the end of 2022[107] - Total equity decreased by HK$447,018 thousand (3.4%) to HK$12,706,582 thousand as of June 30, 2023[108] - Retained earnings increased by HK$19,387 thousand to HK$9,410,846 thousand[108] - Net cash used in operating activities was HK$207,788 thousand, a significant increase from HK$48,167 thousand in the same period last year[110] - Net cash from investing activities was HK$44,989 thousand, compared to a net cash used of HK$209,651 thousand in 2022[110] - New borrowing raised amounted to HK$167,500 thousand[110] - Cash dividend paid decreased to HK$37,758 thousand from HK$108,406 thousand in 2022[110] - Cash and cash equivalents decreased by HK$47,027 thousand to HK$3,771,927 thousand as of June 30, 2023[110] - Foreign exchange rate changes had a negative impact of HK$147,117 thousand on cash and cash equivalents[110] - The Group's pledged assets increased to HK$647.5 million in June 2023 from HK$476.32 million in December 2022[156] Leisure and Entertainment - Tomson Shanghai Pudong Golf Club generated HK$24,275,000 in revenue, contributing 7.11% of the Group's total revenue, with a gross profit of HK$12.01 million[36] - InterContinental Shanghai Pudong hotel achieved an average occupancy rate of 70% in H1 2023, with the company sharing a net profit of HK$8,314,000 (2022: net loss of HK$12,009,000)[37][41] - Revenue from golf club operations increased to HK$24.28 million in 2023 from HK$14.08 million in 2022[118] - Revenue from media and entertainment business increased to HK$1.60 million in 2023 from HK$0.37 million in 2022[118] - Segment loss for leisure business was HK$0.62 million in 2023, compared to a loss of HK$8.57 million in 2022[125] Corporate Governance and Shareholding - Madam Hsu Feng holds a 41.798% interest in the company's total issued shares, including 270,389,412 shares (13.176%) directly and 457,083,484 shares (22.273%) through controlled companies[75][76] - Mr. Albert Tong holds a 14.819% interest in the company's total issued shares, amounting to 304,108,315 shares[76] - Mr. Tong Chi Kar Charles holds a 15.118% interest in the company's total issued shares, amounting to 310,244,303 shares[76] - Madam Hsu Feng holds a 54% personal interest in Tomson Entertainment, with the company holding an additional 45% through its wholly-owned subsidiary, totaling 99% interest[77] - King China Holdings Limited holds 266,357,280 shares, representing 12.979% of the company's issued shares[82][85] - E-Shares Investments Limited holds 190,726,204 shares, representing 9.294% of the company's issued shares[82][85] - Step Famous Investment Limited holds 130,291,582 shares, representing 6.349% of the company's issued shares[82][85] - Madam Hsu Feng is the beneficial owner of King China Holdings Limited and E-Shares Investments Limited, and holds 66% interest in Step Famous Investment Limited[86][89] - The company did not purchase, sell, or redeem any of its listed securities during the six months ended 30th June, 2023[91][95] - Madam Hsu Feng serves as both Chairman of the Board and Managing Director, deviating from the Corporate Governance Code but providing strong leadership[92][95] - The company has three independent non-executive directors, including Mr. Cheung Siu Ping, Oscar, who chairs the Audit Committee[94][97] - Mr. Sean S J Wang retired as an independent non-executive director and from the Audit, Nomination, and Remuneration Committees in June 2023[98] - The company issued 81,122,062 new shares as a scrip dividend of HK$129,779,000 for the year ended December 31, 2022[173] - Short-term employee benefits and post-employment benefits for key management personnel totaled HK$13,123,000 for the six months ended June 30, 2023[172] Taxation and Finance Costs - Total tax charges for the period were HK$73,001,000, a decrease from HK$76,306,000 in 2022[135] - Finance costs decreased to HK$7,124,000 in 2023 from HK$8,013,000 in 2022[132] - Profit before taxation included interest income of HK$33,212,000 in 2023, down from HK$35,725,000 in 2022[133] - Net exchange loss decreased to HK$9,977,000 in 2023 from HK$13,530,000 in 2022[130] Employee and Remuneration - The Group engaged around 400 employees as of June 30, 2023, with total emoluments paid to staff and directors amounting to HK$31.76 million during the period[65] - The company employed approximately 400 employees across multiple offices, including Hong Kong and Shanghai, as of June 30, 2023, with total employee and director remuneration amounting to HKD 31,760,000[67] Other Financial Metrics - The Group purchased property, plant, and equipment for administrative purposes amounting to HK$1,168,000 in 2023, a significant decrease from HK$3,772,000 in 2022[145] - The Group recognized right-of-use assets and lease liabilities of HK$20,355,000 in 2023, compared to nil in 2022, due to new lease agreements with three-year terms[145] - Trade receivables aged 0-3 months increased to HK$623,000 in June 2023 from HK$339,000 in December 2022[149] - Trade payables aged 0-3 months decreased to HK$15,867,000 in June 2023 from HK$24,125,000 in December 2022[151]

Financial Performance - Total operating revenue for the six months ended June 30, 2023, was HKD 341,648,000, a decrease of 5.5% compared to HKD 362,136,000 in the same period of 2022[2] - Gross profit for the same period was HKD 179,908,000, slightly down from HKD 181,201,000, reflecting a gross margin of approximately 52.7%[2] - Net profit for the period was HKD 20,463,000, a decline of 34.9% from HKD 31,404,000 in the previous year[7] - Basic earnings per share decreased to HKD 0.98 from HKD 1.59, indicating a significant drop in profitability[3] - Operating profit for the six months ended June 30, 2023, was HKD 341,648,000, down 5.6% from HKD 362,136,000 in the same period last year[14] - The company reported a pre-tax profit of HKD 93,464,000 for the period, compared to HKD 119,862,000 in the previous year[15][21] - The group recorded a net profit after tax of HKD 19,387,000 for the first half of 2023, a decrease of approximately 38.15% compared to HKD 31,346,000 in the same period of 2022[31] Assets and Liabilities - Non-current assets as of June 30, 2023, totaled HKD 8,388,402,000, down from HKD 8,737,074,000 at the end of 2022[8] - Current assets increased to HKD 9,769,550,000 from HKD 10,058,240,000, primarily driven by changes in property development and inventory[9] - Total liabilities decreased to HKD 4,665,221,000 from HKD 4,745,348,000, indicating improved financial stability[9] - The company's equity attributable to shareholders was HKD 11,924,916,000, down from HKD 12,388,347,000, reflecting a decrease in retained earnings[10] - The group's total liabilities were HKD 5,923,785,000, with about 62.50% classified as current liabilities[49] - The group recorded a current ratio of 2.09 and a debt-to-equity ratio of 49.68% as of June 30, 2023, indicating stable liquidity and increased leverage due to new borrowings[49] Revenue Breakdown - Total revenue for the six months ended June 30, 2023, was HKD 304,291,000, compared to HKD 301,780,000 for the same period in 2022, representing a growth of 1.7%[14] - Revenue from property sales was HKD 148,822,000, a decrease of 9.4% from HKD 164,374,000 in the previous year[14] - Revenue from golf club services increased significantly to HKD 24,275,000, up 72.5% from HKD 14,082,000 in 2022[14] - Revenue from property development and sales decreased to HKD 148,822,000 in the first half of 2023, down from HKD 164,374,000 in 2022, with a corresponding decline in gross profit margin[31] - The group’s total revenue from the Tang Chen Yi Garden project was approximately HKD 4,560,000, accounting for about 1.33% of total operating revenue[37] Other Income and Expenses - The company reported a loss of HKD 9,789,000 in other income and losses, an improvement from a loss of HKD 13,141,000 in the previous year[2] - The company incurred financing costs of HKD 7,124,000, a decrease from HKD 8,013,000 in the previous year[23] - The total tax expense for the period was HKD 73,001,000, compared to HKD 76,306,000 in the previous year[24] - The company reported a significant increase in other income, including interest income of HKD 33,212,000, compared to HKD 35,725,000 in the previous year[22] Future Plans and Market Outlook - The company plans to continue focusing on market expansion and new product development to drive future growth[11] - The group plans to develop residential projects in Jinqiao Town, Shanghai, with a total floor area of approximately 328,687.5 square meters over six phases, with the first phase expected to be delivered in the first half of 2024[38] - The group is actively advancing construction and sales plans for the project located in Jinqiao Town, Pudong, Shanghai, which is anticipated to be a significant contributor to future profits[52] - The main profit sources for the group in 2023 are expected to be from the sales of high-end residential properties, specifically from projects like Tang Chen Yi Pin and Tang Chen Zhu Jiao Shan Yi Hao[52] - The company maintains a cautious optimism regarding long-term economic development in mainland China, despite short-term market volatility due to high interest rates and low sentiment[52] Dividends and Shareholder Returns - The company did not recommend an interim dividend for the review period, but paid an interim dividend of HKD 0.085 per share for the year ended December 31, 2022, totaling approximately HKD 167,537,000[26] - The group does not recommend the payment of an interim dividend for the six months ended June 30, 2023[31] Corporate Governance - The board believes it has complied with all applicable code provisions of the Corporate Governance Code during the reporting period, with a noted deviation regarding the dual role of the chairperson and managing director[53] - The interim results announcement for the six months ended June 30, 2023, will be published on the Hong Kong Stock Exchange and the company's website by the end of September 2023[54]

Tomson Group Tomson Group Limited 湯臣集團有限公司 (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立之有限公司) Stock Code 股份代號 : 258 2022 ANNUAL REPORT 年度年報 Page 頁次 公司資料 1 集團組織圖 3 管理層討論及分析 4 企業管治報告 21 Corporate Governance Report 董事及高級行政人員簡介 Profile of the Directors and Officers 40 董事局報告書 46 Report of the Directors 獨立核數師報告書 Independent Auditor's Report 64 綜合損益表 71 Consolidated Statement of Profit or Loss 綜合損益及其他全面收益表 Consolidated Statement of Profit or Loss and Other Comprehensive Income 72 綜合財務狀況表 ...

香 港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準 確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產 生 或 因 倚 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任 。 1 湯 臣 集 團 有 限 公 司 (於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ) (股 份 代 號 : 258) 截至二零二二年十二月三十一日止年度之全年業績公告 湯臣集團有限公司（「本公司」）董事局（「董事局」）謹宣佈，本公司及其附屬公司 （統稱「本集團」）截至二零二二年十二月三十一日止年度之已審核綜合業績，連同二零 二一年度同期之比較數字如下： 綜合損益表 | --- | --- | --- | --- | |---------------------------------------------|--------|------------------------------------------------|------------------------------| | | 附註 | 截至十二月三十一日止年度 \n 二零二二年 ...