香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任何部份內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 GBA HOLDINGS LIMITED GBA集團有限公司 （於百慕達註冊成立之有限公司） （股份代號：00261） 截至2023年6月30日止六個月未經審核中期業績公佈 管理層討論及分析 GBA集團有限公司（股份代號：261，於百慕達註冊成立之有限公司，其股份於 香港聯合交易所有限公司（「聯交所」）主板上市）（「本公司」，連同其附屬公司 統稱「本集團」）董事（「董事」）會（「董事會」）宣佈本公司截至2023年6月30日止六 個月（「本期間」）的未經審核簡明綜合中期業績連同截至2022年6月30日止六個 月（「去年同期」）的比較數字。 業務回顧 物業業務 於回顧期內，我們繼續專注位於遼寧省鞍山市的物業項目。本集團在鞍山市擁 有三個物業項目，其中兩個分別名為「置地新城」及「依雲山莊」的項目已經完工。 兩個項目的大部分物業單位已經售出。 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任何部份內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 GBA HOLDINGS LIMITED GBA集團有限公司 （於百慕達註冊成立之有限公司） （股份代號：00261） 有關截至2022年12月31日止年度之年報 的補充公佈 茲提述GBA集團有限公司（「本公司」，連同其附屬公司「本集團」）截至2022年12 月31日止年度之年報，由本公司於2023年4月26日刊發（「2022年年報」）。 有關本集團金融業務的補充資料 除2022年年報所披露的相關資料外，董事會謹此提供有關本集團金融業務（「金 融業務」）的額外資料如下： 業務模式 金融業務乃本集團透過全資附屬公司中建置地財務有限公司（「中建財務」）進行， 向客戶提供放債服務。中建財務根據香港法例第163章放債人條例持有香港的 放債人牌照，主要向企業客戶提供貸款融資。中建財務的客戶來源主要依賴本 公司高級管理層的業務網絡獲得。就本集團截至2022年12月31日的貸款組合而 ...

Financial Performance - The company reported a revenue of approximately HKD 56 million for the year ended December 31, 2022, a decrease of about 88.1% compared to approximately HKD 469 million in 2021[6]. - The loss attributable to equity holders for the year was HKD 175 million, an increase of approximately 191.7% from a loss of about HKD 60 million in the previous year[6]. - The group’s revenue decreased by approximately 88.1% from about HKD 469 million in the previous year to approximately HKD 56 million in the current period[30]. - The company incurred a pre-tax loss of HKD 175 million for 2022, compared to a pre-tax loss of HKD 59 million in 2021, representing a 196.6% increase in losses[198]. - The total comprehensive loss for the year was HKD 219 million, significantly higher than the HKD 47 million loss reported in 2021[199]. - The company reported a gross loss of HKD 63 million for 2022, compared to a gross profit of HKD 33 million in 2021[198]. - Cash and cash equivalents decreased to HKD 27 million in 2022 from HKD 48 million in 2021, a decline of 43.8%[200]. - The company recognized a fair value loss of HKD 59 million on financial assets for the year, compared to a loss of HKD 15 million in 2021[198]. - The company’s total liabilities decreased slightly to HKD 75 million in 2022 from HKD 99 million in 2021, a reduction of 24.2%[200]. Dividend and Shareholder Policy - The company has decided not to declare a final dividend for the year ended December 31, 2022, maintaining cash reserves for operations and future developments[6]. - The board did not recommend a final dividend for the year ended December 31, 2022, consistent with the previous year[60]. - The company adopted a dividend policy in January 2019, allowing for the declaration and distribution of dividends to shareholders[124]. - The company has no distributable reserves as of December 31, 2022, but has a share premium account amounting to HKD 357 million available for distribution in the form of bonus shares[138]. Real Estate Projects - The company has completed the development of the Zhi Di New City project, which has sold approximately 91.3% of its total construction area as of December 31, 2022[8]. - The Yi Yun Mountain Villa project has sold about 78.5% of its residential units and 100% of its parking spaces and shops in the first phase, with the second phase achieving approximately 88.1% sales as of December 31, 2022[9]. - As of December 31, 2022, 81.7% of the total gross floor area for Phase 1.2 has been sold, which consists of 423 units across 12 buildings[13]. - Phase 1.3, completed in 2021, has sold approximately 92.9% of its gross floor area, which includes 94 units and 13 shops[13]. - Phase 2.1, also completed in 2021, has sold 66.6% of its total gross floor area, comprising 192 apartments and 391 parking spaces[13]. - Phase 3 has achieved a sales rate of 85.7% of its total gross floor area, which includes 224 residential units[13]. - The company anticipates a recovery in real estate sales in 2023 due to the reopening of borders between Hong Kong and mainland China[16]. - The construction of Phase 2.2 is ongoing, with foundation work completed in 2023, expected to provide approximately 20,000 square meters of residential and retail space[13]. Financial Services and Revenue Diversification - Financial services recorded revenue of approximately HKD 5,000,000, up from HKD 3,000,000 in the same period last year, indicating a growth of 66.67%[12]. - The automotive business generated revenue of approximately HKD 26,000,000 for the year ended December 31, 2022, contributing to revenue diversification[14]. - Real estate business accounted for nearly 44.6% of total revenue, but revenue declined due to no contributions from the Zhi Di Xin Cheng project during the period[30]. - Financial services revenue increased to approximately HKD 5 million from about HKD 3 million in the same period last year[31]. - Automotive business contributed approximately HKD 26 million in revenue, compared to zero in the previous year[32]. Cost Management and Expenses - Cost of sales decreased by approximately 72.7% from about HKD 436 million to approximately HKD 119 million, primarily due to reduced revenue and a weak real estate market in China[36]. - Selling and distribution expenses decreased by 61.9% from about HKD 21 million to approximately HKD 8 million, primarily due to reduced sales agent fees[40]. - Administrative expenses decreased by approximately 13.2% from about HKD 53 million to approximately HKD 46 million, mainly due to reductions in auditor fees and other expenses[41]. Corporate Governance - The board of directors believes that the separation of roles between the chairman and the CEO is essential for maintaining a balance of power and authority[76]. - The company has adopted a code of conduct for directors' securities trading, ensuring compliance with established standards[78]. - The board held a total of 18 meetings during the fiscal year ending December 31, 2022[79]. - The board composition includes two executive directors and three independent non-executive directors as of the report date[82]. - The company has ensured compliance with listing rules regarding the minimum number of independent non-executive directors, with at least one possessing appropriate professional qualifications[83]. - Independent non-executive directors constitute at least one-third of the board, providing diverse perspectives and expertise[85]. - The company has established mechanisms to ensure independent opinions and contributions in the decision-making process of the board[85]. - The audit committee is composed solely of independent non-executive directors, overseeing financial reporting and internal controls[85]. - The company has arranged appropriate insurance to protect directors and management against legal liabilities[80]. - The board members have no significant financial, business, family, or other relevant relationships with each other[84]. - The company has received annual confirmations of independence from its independent non-executive directors[83]. - The board will evaluate the implementation and effectiveness of the mechanism annually to ensure independent opinions are obtained[86]. - Each newly appointed director receives necessary onboarding information to understand the group's operations and responsibilities under listing rules[87]. - The company encourages directors to participate in continuous professional development to enhance their knowledge and skills[88]. - The remuneration committee held nine meetings in 2022, reviewing the remuneration policies and benefits for directors and senior management[94]. - The audit committee ensures the objectivity and credibility of the company's financial reporting and risk management systems[96]. - The company has established a share option plan to provide rewards and compensation to eligible participants, including directors and senior management[94]. - The chairman and CEO positions were held by the same individual during the reporting period, leading to a deviation from corporate governance code[89]. - The board has established three committees: remuneration committee, audit committee, and nomination committee, each with defined responsibilities[92]. - The company’s directors are subject to re-election at the annual general meeting, with one-third of directors required to retire and be eligible for re-election[90]. - The Audit Committee held three meetings during the fiscal year ending December 31, 2022, focusing on reviewing the 2021 annual report, 2022 interim report, and external auditor plans[99]. - The Nomination Committee held one meeting in the fiscal year ending December 31, 2022, reviewing the board's structure, diversity policy, and evaluating the independence of non-executive directors[104]. - The board diversity policy was adopted in August 2013, emphasizing the importance of diversity in achieving strategic goals and sustainable development[106]. - The board currently includes a range of professional expertise, including finance, investor relations, and marketing, reflecting a diverse composition in terms of age and gender[107]. - The Audit Committee members' attendance at meetings varied, with Hu Hui Shan attending 2 out of 3 meetings and Liu Yi Le also attending 2 out of 3 meetings[101]. - The Nomination Committee's member attendance showed that Wang Zu Wei attended 5 out of 9 meetings, while Zheng Yu Qing attended 6 out of 9 meetings before resigning[105]. - The company has established a nomination policy to ensure a diverse range of skills, experiences, and perspectives among board members[103]. - The Audit Committee is chaired by Hu Hui Shan, who is a qualified accountant with extensive experience in finance[99]. - The company emphasizes the importance of gender diversity, ensuring at least one female director on the board[107]. - The Audit Committee has sufficient resources to fulfill its responsibilities effectively[98]. - The board held two meetings in the fiscal year ending December 31, 2022, to review corporate governance policies and practices[108]. - The company paid a total of HKD 1.6 million to its external auditor for audit services in the fiscal year ending December 31, 2022[109]. - The board confirmed that there were no uncertainties that could significantly affect the company's ability to continue as a going concern[112]. - The board reviewed the effectiveness and adequacy of the risk management and internal control systems and deemed them effective and sufficient for the fiscal year ending December 31, 2022[114]. Risk Management and Internal Controls - The company recognizes the importance of risk management and internal controls in achieving strategic goals and adopts a conservative approach to manage strategic risks[115]. - The board is responsible for evaluating the nature and extent of risks the company is willing to take to achieve its strategic objectives[118]. - The company has identified key and emerging risks that could significantly impact its financial performance, reputation, or business model[117]. - The group is responsible for preparing financial statements that are free from material misstatement due to fraud or error, and for maintaining effective internal controls[190]. - The audit aimed to provide reasonable assurance that the financial statements are free from material misstatement, with a focus on significant audit findings and internal control deficiencies[192]. - The audit committee assists the board in overseeing the financial reporting process and ensuring compliance with relevant standards[191]. - The group must assess its ability to continue as a going concern and disclose any related matters in the financial statements[190]. Share Options and Capital Management - The company has granted a total of 10,914,993,990 share options under the 2011 plan as of December 31, 2022[151]. - There are no unexercised share options under the 2011 plan as of the report date, resulting in zero shares available for issuance due to the exercise of these options[152]. - The 2021 plan was adopted on June 23, 2021, with a validity of 10 years, allowing for the issuance of share options not exceeding 10% of the total shares issued as of that date, which is 18,384,610,000 shares[153]. - The total number of shares issued as of June 23, 2021, was 183,846,100,000[153]. - The company’s share option plan from 2011 remains effective for unexercised options granted under that plan[149]. - The company approved a share consolidation where every 100 existing shares of HKD 0.01 par value will be consolidated into 1 share of HKD 1.00 par value, reducing the issued share capital from HKD 1,838,461,000 to HKD 18,384,610[154]. - Following the share consolidation and capital reduction, the number of shares available for options under the 2021 plan will be adjusted to 183,846,100 shares, representing 8.33% of the total issued shares[155]. - As of the reporting date, no options have been granted under the 2021 plan, and the maximum number of options that can be granted to each eligible participant is limited to 1% of the total issued shares within any 12-month period[158]. - The company plans to allocate options to qualified participants, including directors, executives, and employees, as a reward for their contributions to the group[156]. - The exercise price for any options granted under the 2021 plan will be determined by the board but cannot be lower than the higher of the closing price on the grant date or the average closing price over the preceding five trading days[161][163]. Shareholder and Stakeholder Communication - The company maintains a shareholder communication policy to ensure effective communication with shareholders and stakeholders[127]. - The company has not made any charitable donations for the fiscal year ending December 31, 2022, consistent with 2021[139]. - The company has not purchased, sold, or redeemed any listed shares during the fiscal year ending December 31, 2022, except for the issuance of new shares and share consolidation disclosed in the financial statements[136]. - There were no significant changes to the company's constitutional documents as of December 31, 2022[126]. Audit and Compliance - The independent auditor for the fiscal year ending December 31, 2022, was Guotai Junan (Hong Kong) CPA Limited, following the resignation of Ernst & Young[176]. - The company has complied with the corporate governance code, with minor deviations noted[170]. - The company’s financial statements reflect a true and fair view of its financial position as of December 31, 2022, in accordance with Hong Kong Financial Reporting Standards[180]. - The board of directors confirmed that there were no changes in director information that required disclosure under the listing rules[171]. Asset Management - As of December 31, 2022, the group reported available-for-sale properties valued at HKD 311 million and development properties at HKD 95 million, accounting for approximately 53.8% of total assets[183]. - The fair value of financial assets measured at fair value through profit or loss was HKD 168 million, representing about 22.3% of total assets, classified as Level 3 in the fair value hierarchy[185]. - The management's assessment of the recoverable amount of available-for-sale and development properties involves significant judgment, including estimated completion costs and unit selling prices[183]. - External valuers were engaged to assist in determining the fair value of the properties and financial assets, ensuring objectivity and independence[187]. - The audit procedures included evaluating the assumptions and methods used in the valuations by external experts[187].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任何部份內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 GBA HOLDINGS LIMITED GBA集團有限公司 （於百慕達註冊成立之有限公司） （股份代號：00261） 截至2022年12月31日止年度 全年業績公佈 GBA集團有限公司（股份代號：261，於百慕達註冊成立的有限公司，其股份於 香港聯合交易所有限公司（「聯交所」）主板上市）（「本公司」，連同其附屬公司 統稱「本集團」）董事（「董事」）會（「董事會」）宣佈本集團截至2022年12月31日止 年度（「本期間」）的未經審核綜合財務業績連同截至2021年12月31日止年度（「去 年同期」）的比較數字。 主席報告 業績 本人謹代表董事會呈報本集團截至2022年12月31日止年度的全年業績。 本集團於2022年錄得收入約56,000,000港元，較2021年的約469,000,000港元減少 ...

Financial Performance - For the six months ended June 30, 2022, GBA Group Limited reported revenue of approximately HKD 9,000,000, a decrease of about 52.6% compared to HKD 19,000,000 for the same period in 2021[9]. - The net loss attributable to owners of the company for the same period was approximately HKD 14,000,000, a reduction of about 56.3% from HKD 32,000,000 in the previous year[9]. - The group's revenue decreased by approximately 52.6% from about HKD 19,000,000 in the previous period to about HKD 9,000,000 in the current period[16]. - The group recorded a loss of approximately HKD 14,000,000 in the current period, an improvement from a loss of about HKD 32,000,000 in the previous period[24]. - The group reported a pre-tax adjusted loss of HKD 14 million for the six months ended June 30, 2022, compared to a pre-tax adjusted loss of HKD 32 million for the same period in 2021[54]. - Total comprehensive loss for the period was HKD 39 million, compared to HKD 29 million in the same period of 2021, representing a 34.5% increase in losses[36]. Revenue Breakdown - Real estate operations generated approximately HKD 7,000,000 in revenue, primarily from sales of remaining units in the projects "置地新城" and "中建‧俊公館"[12]. - The real estate business accounted for nearly 70% of total revenue, but its income declined due to no contribution from the Yiyun Mountain project during the current period[16]. - The real estate segment generated revenue of HKD 7 million, while the financial segment contributed HKD 2 million, with no revenue from the automotive segment[53]. - Financial services revenue increased significantly to approximately HKD 1,800,000 from about HKD 400,000 in the previous period[17]. Expenses and Profitability - Gross profit improved to approximately HKD 3,000,000 in the current period from a gross loss of about HKD 1,000,000 in the previous period, resulting in a gross margin of approximately 33.3%[21]. - Selling and distribution expenses decreased by approximately 50.0% to about HKD 2,000,000 from about HKD 4,000,000 in the previous period[23]. - Administrative expenses fell by approximately 33.3% to about HKD 18,000,000 from about HKD 27,000,000 in the previous period[23]. Financial Position - As of June 30, 2022, the group's current assets net amounted to approximately HKD 620,000,000, with a current ratio of about 829.41%[25]. - The group had no bank or other borrowings as of June 30, 2022, reflecting a strong financial position[25]. - The total assets of the group amounted to HKD 925 million, down from HKD 978 million, a decrease of 5.4%[37]. - Current assets increased slightly to HKD 705 million from HKD 688 million, showing a growth of 2.5%[37]. - Cash and cash equivalents decreased significantly to HKD 4 million from HKD 48 million, a decline of 91.7%[39]. - The group reported a net cash outflow from operating activities of HKD 38 million, compared to HKD 119 million in the previous year, indicating a reduction in cash burn[44]. Shareholder Information - As of June 30, 2022, the company had a total of 183,846,100,000 shares issued[109]. - Major shareholder CCT Capital International Holdings Limited holds 43,667,100,000 shares, representing 23.75% of total equity[108]. - Major shareholder Zhongjian Telecommunications Investment Limited holds 28,467,100,000 shares, representing 15.48% of total equity[108]. - Major shareholder Yonghua Group Limited holds 15,200,000,000 shares, representing 8.27% of total equity[108]. - Mr. Wang holds 53,667,100,000 shares, representing approximately 29.19% of the total issued shares[94]. - Mr. Mak held 43,667,100,000 shares and had options for 2,620,000,000 shares, totaling 46,287,100,000 shares or 25.18%[94]. Corporate Governance - The company has maintained compliance with the corporate governance code during the reporting period, with a clear distinction between the roles of the Chairman and the CEO[126]. - The company’s board consists of two executive directors and three independent non-executive directors, ensuring a balance of skills and experience[127]. - The audit committee has reviewed the interim report, including the unaudited condensed consolidated financial statements for the six months ending June 30, 2022[130]. Future Plans and Outlook - The company plans to diversify its income base by exploring new business opportunities, including real estate mortgages and luxury financing[14]. - The global economic outlook remains uncertain, with ongoing challenges from the COVID-19 pandemic affecting recovery efforts[14]. - The "中建 • 俊公館" project is still under development, with completion expected in 2024[9]. Dividends and Share Consolidation - The company does not recommend any interim dividend for the six months ended June 30, 2022, consistent with the previous year[10]. - The company approved a share consolidation where every 100 existing shares of HKD 0.01 each will be consolidated into 1 share of HKD 1.00[91]. - Following the share consolidation, the company's issued share capital will be reduced from HKD 1,838,461,000 to HKD 18,384,610[91].

Financial Performance - The group recorded revenue of HKD 469 million for the year ended December 31, 2021, representing a 19.0% increase from HKD 394 million in 2020[3]. - Loss attributable to equity holders of the parent company decreased by 51.2% to HKD 60 million, compared to a loss of HKD 123 million in the previous year[3]. - The company's revenue for 2021 was HKD 469 million, an increase of 19.0% compared to HKD 394 million in 2020, primarily due to increased sales in the mainland real estate sector[23]. - The loss attributable to equity holders of the parent company decreased by HKD 63 million or 51.2% to HKD 60 million, driven by improved sales performance in the real estate business[24]. - The real estate business generated revenue of HKD 466 million, representing 99.4% of total revenue, with a year-on-year increase of 19.5% due to contract sales from the Zhongjian project[26]. - The operating loss for the real estate segment was HKD 23 million, a significant reduction of 85.4% from a loss of HKD 158 million in 2020, attributed to increased sales and reduced impairment provisions[26]. - The total equity attributable to equity holders of the parent company was HKD 879 million, a decrease of 5.1% from HKD 926 million in 2020, mainly due to unrealized losses in 2021[32]. - The company reported a basic and diluted loss per share of HKD 0.03 for the year ended December 31, 2021, compared to HKD 0.07 in 2020[194]. - The total loss for the year was HKD 60 million, a reduction from a loss of HKD 123 million in 2020, indicating a 51.2% improvement[196]. Real Estate Projects - The group has sold approximately 90% of the total construction area of the Zhi Di New City project, which has a total construction area of about 212,000 square meters[4]. - The Yi Yun Villa project has sold about 78% of its residential units and 100% of its parking spaces and retail shops as of December 31, 2021[5]. - The Zhong Jian Jun Residence project has completed several phases, with the first phase having sold approximately 80% of its total construction area[9]. - The second phase of the Zhong Jian Jun Residence project is still under construction, with foundation work completed by December 31, 2021, and plans to provide about 20,000 square meters of residential and retail units[10]. Financial Position and Liquidity - The company's current ratio as of December 31, 2021, was 702.0%, up from 220.0% in 2020, indicating a strong liquidity position[33]. - The company has no bank borrowings as of December 31, 2021, maintaining a capital structure with a debt-to-equity ratio of zero, reflecting a healthy financial condition[32]. - The group had no bank borrowings as of December 31, 2021, indicating a strong cash position[36]. - The group faced minimal interest rate risk due to the absence of bank borrowings and current low interest rates[37]. - The company expects to rely on cash generated from operating activities and potential borrowings to meet future capital expenditures and business expansion needs[33]. Corporate Governance - The company has not complied with the corporate governance code provision A.2.1, which requires a clear distinction between the roles of the Chairman and the CEO, as both roles are currently held by Mr. Mai[50]. - The board consists of three executive directors, one non-executive director, and three independent non-executive directors, ensuring a balance of power[51]. - The company emphasizes the importance of transparency and accountability to shareholders, committing to high standards of corporate governance[50]. - The company has established three board committees: the Remuneration Committee, Audit Committee, and Nomination Committee, each with clearly defined terms of reference[67]. - The board meets at least four times a year, with additional meetings as necessary to address company matters[55]. - The company has ensured that sufficient and appropriate insurance coverage is in place for directors and management against legal liabilities[55]. - The company has complied with the listing rules regarding the minimum number of independent non-executive directors, with at least one possessing appropriate professional qualifications[59]. - The company has established a training record for directors to ensure they understand their responsibilities and duties[62]. Risk Management - The board has reviewed the effectiveness and adequacy of the risk management and internal control systems, concluding they are effective and sufficient as of December 31, 2021[102]. - The company employs an enterprise risk management framework to manage risks[98]. - The major and emerging risks identified include the COVID-19 outbreak and ongoing trade tensions between China and the United States[102]. - The internal audit department is tasked with reviewing and evaluating the effectiveness of the risk management and internal control systems[101]. - The company has implemented measures to mitigate identified risks, which may evolve based on business and external environmental changes[102]. Share Options and Equity - The company has not issued any share options under the 2021 plan as of December 31, 2021[37]. - As of December 31, 2021, there were 10,914,983,990 unexercised share options under the 2011 plan, representing approximately 5.94% of the total issued shares[127]. - The company’s share options plan was adopted on May 27, 2011, and remains effective for unexercised options despite its expiration on May 26, 2021[123]. - The 2021 plan was approved by shareholders on June 23, 2021, allowing the issuance of stock options up to 10% of the total shares outstanding at that time, which equates to 18,384,610,000 shares[128]. - The total number of stock options that can be issued under the 2021 plan is capped at 30% of the total shares outstanding at any time[129]. Social Responsibility and Sustainability - The company emphasizes sustainable development as a core strategy, focusing on environmental protection and product safety[40]. - The company encourages employee training and development, providing competitive compensation and benefits[43]. - A corporate social responsibility report will be published within five months after the fiscal year-end[46]. - The company did not make any charitable donations during the fiscal year ending December 31, 2021, consistent with 2020[117].

Financial Performance - For the six months ended June 30, 2021, the group's revenue was HKD 19 million, a decrease of approximately 93.9% compared to HKD 312 million in the same period last year[4]. - The net loss attributable to equity holders of the parent company was HKD 32 million, a reduction of about 38.5% from HKD 52 million in the same period last year[4]. - The group recorded an operating loss of HKD 22 million in the real estate business, a decrease of 52.2% due to reduced sales promotion expenses[14]. - The financial services segment contributed less than HKD 1 million in revenue, down from HKD 4 million in the same period last year[15]. - The company reported a pre-tax loss from continuing operations of HKD 32 million for the six months ended June 30, 2021, an improvement from a loss of HKD 47 million in the same period of 2020[43]. - The company’s comprehensive loss for the period was HKD 29 million, compared to a loss of HKD 32 million in the previous year, indicating a slight improvement in overall financial performance[41]. - The net cash flow from operating activities for the six months ended June 30, 2021, was a negative HKD 119 million, compared to a negative HKD 25 million for the same period in 2020, reflecting a significant decline in cash flow[43]. Revenue Sources - The real estate business generated revenue of HKD 19 million, primarily from the sale of remaining units in the "Zhi Di Xin Cheng" and "Yi Yun Shan Zhuang" projects[10]. - The group has no sales revenue from the "Zhong Jian · Jun Gong Guan" project during the reporting period as it is still under development[5]. - The group’s market is concentrated in mainland China and Hong Kong, contributing 100% of total revenue for both the first half of 2021 and 2020[17]. - The company’s ongoing business in mainland China and Hong Kong generated revenue of HKD 19 million for the six months ended June 30, 2021, down from HKD 312 million in 2020[69]. Assets and Liabilities - The total assets of the company as of June 30, 2021, were HKD 1,436 million, a decrease from HKD 1,481 million as of December 31, 2020[36]. - Current liabilities amounted to HKD 539 million, down from HKD 555 million at the end of 2020, indicating a reduction of about 2.9%[38]. - The total liabilities decreased from HKD 555 million to HKD 539 million, reflecting a reduction of approximately 2.9%[38]. - The company’s total assets remained stable at HKD 1,436 million as of June 30, 2021, compared to HKD 1,481 million at the end of 2020[38]. Shareholder Information - The total issued and paid-up share capital as of June 30, 2021, is HKD 1,839 million, with 183,846,100,000 shares issued[102]. - The company holds 53,667,100,000 shares, representing approximately 29.19% of the total issued shares as of June 30, 2021[134]. - The company’s major shareholder, China Construction Fortune Group Limited, has a controlling interest of approximately 54.01% in the company[125]. - The company has granted stock options totaling 2,620,000,000 shares to its director, with an exercise price of HKD 0.011 per share[127]. Corporate Governance - The company acknowledges the importance of transparency and accountability to shareholders, emphasizing good corporate governance[164]. - The roles of the chairman and CEO are not separated, which deviates from corporate governance code A.2.1, but the board believes this structure ensures a balance of responsibilities[165]. - The company has committed to maintaining high levels of corporate governance to protect shareholder interests[162]. - The company has adopted a code of conduct for directors' securities trading, confirming compliance with the standards during the six months ending June 30, 2021[169]. Business Operations - The group has ceased its product trading business due to a deteriorating business environment, which previously incurred a loss of HKD 14 million[11]. - The group has discontinued its product trading segment as of December 2020[56]. - The company did not declare an interim dividend for the six months ended June 30, 2021, consistent with the previous year[90]. - The company has not entered into any new major strategies or product developments as of the reporting date[119]. Future Outlook - The group anticipates stable interest income from its lending business in Hong Kong and is exploring opportunities to expand its financial services, including real estate mortgages and luxury financing[5]. - The group is required to disclose additional information to help users understand the impact of interest rate benchmark reforms on its financial instruments and risk management strategies[54]. - The group anticipates that the risk-free interest rate component will become separately identifiable within the next 24 months[54].

Financial Performance - The group recorded a revenue of HKD 394 million for the year ended December 31, 2020, representing a significant increase of 194.0% compared to HKD 134 million in 2019, primarily driven by increased sales in the Chinese real estate sector[3]. - The loss attributable to equity holders of the parent company was HKD 123 million, a reduction of 26.8% from a loss of HKD 168 million in 2019[3]. - The product trading business experienced a drastic decline in revenue, dropping 88.7% to HKD 18 million, resulting in a loss of HKD 13 million, leading to the termination of this business segment[3]. - The company's revenue from continuing operations for 2020 was HKD 394 million, representing a 194.0% increase compared to HKD 134 million in 2019, primarily due to increased sales in the real estate sector[23]. - Revenue from the real estate business was HKD 390 million, an increase of HKD 278 million or 248.2% compared to HKD 112 million in 2019, driven by new sales from completed projects[27]. - The annual loss from continuing operations was HKD 110 million, a reduction of HKD 35 million or 24.1% compared to HKD 145 million in 2019, attributed to lower other expenses and gains from financial assets[23]. - The net loss for the year was HKD 123 million, compared to HKD 166 million in 2019, showing a trend towards reduced overall losses[181]. - The company reported a total comprehensive loss of HKD 93 million for the year ended December 31, 2020, compared to a loss of HKD 174 million in 2019, indicating an improvement of approximately 46.5%[183]. Real Estate Development - The group has completed the development of the "Zhi Di New City" and "Yi Yun Mountain Villa" projects, with approximately 90% and 77% of units sold, respectively, as of December 31, 2020[5][7]. - The "Zhong Jian Jun Residence" project, covering approximately 83,000 square meters, is planned to have a total construction area of about 165,000 square meters, with around 95% of the first phase units sold and delivered in 2020[8]. - The company aims to expand its real estate business in other regions of China, including the Greater Bay Area, focusing on land and property development, urban renewal, and transformation projects, which are believed to have significant growth potential[8]. Financial Position - The company's current ratio as of December 31, 2020, was 220.0%, slightly up from 215.7% in 2019, indicating strong liquidity[36]. - The total equity attributable to equity holders of the parent company decreased by 9.1% to HKD 926 million due to the net loss reported for the year[34]. - The company had no bank or other borrowings as of 2020, reflecting a strong financial position after repaying all debts[35]. - Cash and cash equivalents were HKD 149 million, down from HKD 175 million in 2019, indicating a solid balance sheet despite challenges[36]. - The group reported total assets of approximately HKD 1,050,000,000, with 60.4% attributed to available-for-sale properties and properties under development valued at HKD 318,000,000 and HKD 576,000,000 respectively[159]. - Total assets decreased to HKD 1,481 million in 2020 from HKD 1,995 million in 2019, representing a decline of approximately 25.8%[185]. - Current assets totaled HKD 1,221 million, down from HKD 1,950 million in 2019, marking a decrease of about 37.4%[185]. Corporate Governance - The company has not complied with the corporate governance code regarding the separation of the roles of Chairman and CEO, as both roles are currently held by Mr. Mai[50]. - The board consists of three executive directors and three independent non-executive directors, ensuring a balance of skills and experience[51]. - The company has adopted a code of conduct for directors' securities trading, which meets or exceeds standard regulations[54]. - All independent non-executive directors have confirmed their independence as per the listing rules, and the board has assessed their independence[60]. - The company has maintained compliance with listing rules regarding the minimum number of independent non-executive directors, ensuring at least one has appropriate professional qualifications[59]. - The company has established three board committees: the Remuneration Committee, Audit Committee, and Nomination Committee, each with clearly defined roles and responsibilities[69]. - The company has implemented a share option plan to reward eligible participants, including directors and senior management[74]. Risk Management - The company recognizes the importance of risk management and internal control in achieving strategic goals, adopting a conservative approach to manage and coordinate strategic risks[92]. - Major risks identified include the impact of the COVID-19 outbreak, ongoing trade tensions between China and the U.S., and significant changes in government policies affecting operations[92]. - The company has implemented measures to mitigate identified risks, which may evolve with changes in business and external environments[92]. Share Options and Capital Structure - The company plans to adopt a new share option scheme, subject to shareholder approval at the annual general meeting[111]. - The maximum number of shares that can be issued upon the exercise of options granted under the 2011 plan is capped at 10,914,983,990 shares, which represents approximately 5.94% of the total issued shares as of the report date[114]. - The total number of unexercised options as of January 1, 2020, was 10,915,000,000 shares, with 5,220,000,000 shares having been canceled or expired[120]. - The company has a total of 16,134,993,990 options outstanding, with 10,914,993,990 options remaining unexercised as of December 31, 2020[120]. Related Party Transactions - The total value of transactions under the Original Parts Manufacturing Agreement for the year ended December 31, 2020, was HKD 4.7 million, significantly down from HKD 14.1 million in 2019, representing a decrease of approximately 66.7%[143]. - The company has received written notice from CCT Capital to terminate the Original Parts Manufacturing Agreement effective January 24, 2021, with a six-month prior notice given on July 24, 2020[144]. - The independent non-executive directors have confirmed that all related party transactions were conducted on normal commercial terms and were fair and reasonable[150]. Environmental and Social Responsibility - The group maintained a strong commitment to environmental protection and product safety, adhering to relevant laws and regulations[42]. - The group emphasizes quality customer service and has established a good reputation as a reliable developer in the property sector[43]. - The company did not make any charitable donations during the fiscal year ending December 31, 2020, consistent with 2019[106].

Revenue Performance - The group's revenue for the first half of 2020 increased by 126.2% to HKD 328 million, primarily due to increased sales of property units in Anshan [4]. - The real estate segment generated revenue of HKD 308 million, a significant increase of 805.9% from HKD 34 million in the first half of 2019 [20]. - Total revenue for the group reached HKD 328 million, a 126.2% increase from HKD 145 million in the previous year, with mainland China and Hong Kong contributing HKD 320 million, representing 97.6% of total revenue [24]. - For the six months ended June 30, 2020, total revenue was HKD 331 million, with contributions from product trading (HKD 18 million), real estate (HKD 309 million), and financial services (HKD 4 million) [63]. - Revenue from customers in Mainland China and Hong Kong reached HKD 320 million, compared to HKD 83 million in 2019, indicating a growth of 285% [71]. Losses and Financial Challenges - The net loss attributable to equity holders of the parent company rose by 52.9% to HKD 52 million compared to the same period in 2019 [15]. - The group reported a net loss of HKD 52 million for the first half of 2020, compared to a loss of HKD 33 million in the same period of 2019 [38]. - The company reported a loss of HKD 69 million for the six months ended June 30, 2020, compared to a loss of HKD 33 million in the same period of 2019, representing a 109% increase in losses [40]. - The operating loss for the real estate segment was HKD 46 million, an increase of 187.5% compared to the previous period, primarily due to oversupply in Anshan properties and government policies affecting property prices [21]. - The product trading business experienced a decline in revenue of 83.7%, dropping to HKD 16 million due to intensified competition and adverse market conditions [4]. Business Strategy and Future Plans - The company plans to terminate its product trading business in the second half of 2020 due to ongoing losses and unfavorable market conditions [4]. - The company will continue to seek opportunities to expand its real estate business in regions beyond the Greater Bay Area, focusing on land and property development [5]. - The company has proposed a name change to "GBA Holdings Limited," effective July 13, 2020, following shareholder approval [110]. - The company has initiated discussions for potential acquisitions to bolster its product portfolio and enhance competitive positioning [170]. Financial Position and Liquidity - The group's current ratio improved to 288.3% as of June 30, 2020, compared to 215.7% at the end of 2019, indicating strong liquidity [28]. - The total bank and other borrowings amounted to HKD 85 million, a decrease from HKD 97 million at the end of 2019, reflecting a stable financial condition with a debt ratio of 8.2% [26]. - The company maintained a cash balance of HKD 106 million as of June 30, 2020, down from HKD 185 million at the end of 2019, with sufficient resources for business needs and future expansion plans [28]. - The company experienced a cash outflow from operating activities of HKD 23 million for the six months ended June 30, 2020, compared to an inflow of HKD 99 million in the same period of 2019 [48]. - The company’s total liabilities decreased to HKD 539 million from HKD 938 million, reflecting a reduction of approximately 42.5% [44]. Corporate Governance and Shareholder Information - The company has maintained compliance with all corporate governance code provisions during the reporting period [149]. - The board consists of three executive directors and three independent non-executive directors, all possessing the necessary skills and experience for the group's operations [152]. - The company’s major shareholder, Mr. Mai, held approximately 54.01% of the issued shares as of June 30, 2020, allowing him to control voting rights [125]. - The company has various stock options granted to directors, with significant portions exercisable at prices ranging from HKD 0.01 to HKD 0.011 per share [128]. - The company did not purchase, sell, or redeem any listed shares during the six months ended June 30, 2020 [150]. Market Outlook and Growth Projections - Future outlook indicates a projected revenue growth of 20% for the next fiscal year, driven by new product launches and market expansion strategies [170]. - GBA Group Limited plans to expand its market presence in mainland China, targeting a 30% increase in market share over the next two years [170]. - The company is investing HKD 200 million in R&D for new technologies aimed at enhancing product offerings in the telecommunications sector [169]. - Operating profit margin improved to 18%, up from 15% in the previous year, reflecting better cost management and operational efficiency [169].

Financial Performance - The company recorded revenue of HKD 283 million for the year ended December 31, 2019, a decrease of 34.2% year-on-year[4]. - The loss attributable to equity holders of the company was HKD 168 million, an increase of 90.9% compared to the previous year, primarily due to goodwill impairment and non-cash provisions[4]. - The product trading segment generated revenue of HKD 149 million, down 55.3% year-on-year, resulting in an operating loss of HKD 17 million[5]. - The company's revenue for 2019 was HKD 283 million, a decrease of 34.2% compared to HKD 430 million in 2018, primarily due to a decline in product trading sales[27]. - Other expenses increased significantly to HKD 92 million, up HKD 78 million or 557.1%, mainly due to provisions related to the gradual cessation of financial operations in mainland China[28]. - The pre-tax loss increased by HKD 112 million or 133.3%, with a loss attributable to equity holders of the parent company amounting to HKD 168 million, an increase of HKD 80 million or 90.9%[28]. - The basic and diluted loss per share was HKD 0.09, an increase of 50.0% from HKD 0.06 in 2018, primarily due to the increase in annual losses and the impact of the increased weighted average number of shares[28]. - The real estate segment recorded revenue of HKD 112 million, an increase of 49.3% from 2018, but incurred an operating loss of HKD 77 million, an increase of HKD 29 million from the previous year[34]. - The financial segment maintained revenue at HKD 22 million, with an operating profit of HKD 10 million, down 52.4% from HKD 21 million in 2018[34]. Project Sales - The total sales amount for the Zhi Di Xin Cheng project was approximately RMB 44 million in 2019, compared to RMB 23 million in 2018[8]. - The total sales amount for the Yi Yun Mountain Villa project was approximately RMB 55 million in 2019, compared to RMB 39 million in 2018[10]. Strategic Decisions - The company decided to terminate its financial business in mainland China due to increasing regulatory pressures and the impact of the COVID-19 outbreak, resulting in a goodwill write-off of HKD 41 million[14]. - The company has changed its name to Greater Bay Area Investments Group Holdings Limited to align with the Greater Bay Area strategy, which aims to integrate cities in the region into a world-class economic and business center[14]. - The company is interested in real estate projects, urban renewal projects, and distressed asset projects in the Greater Bay Area, despite challenges from social unrest and the COVID-19 outbreak[15]. COVID-19 Impact - The COVID-19 outbreak is expected to pose significant threats and challenges to the global economy in 2020, with rising infection and death rates worldwide[17]. - The company is taking measures to preserve cash and strengthen cost control in response to the current and future challenges posed by the pandemic[17]. - The management believes that their strong financial position will help mitigate the negative impacts of the challenging operating environment[17]. - The company aims to implement strategies for long-term sustainable growth and enhance shareholder value despite the unprecedented challenges[17]. Financial Position - The company's total borrowings decreased by HKD 47 million compared to 2018, resulting in a capital debt ratio of 8.7%, down from 10.9% in the previous year, indicating a stable financial condition[37]. - As of December 31, 2019, equity attributable to equity holders of the parent company was HKD 1,019 million, a decrease of 13.1% due to unrealized losses during the reporting year[36]. - As of December 31, 2019, the group's current ratio was 215.7%, down from 231.9% in 2018, indicating a high liquidity level[38]. - The total cash balance as of December 31, 2019, was HKD 185 million, an increase from HKD 138 million in 2018[38]. - The group had no capital commitments or significant investments as of December 31, 2019, maintaining a stable financial position[39][43]. - The net value of assets pledged as collateral for bank credit was HKD 43 million, down from HKD 125 million in 2018[44]. - The total number of employees decreased to 54 as of December 31, 2019, from 76 in 2018, reflecting a reduction in workforce[46]. Corporate Governance - The company emphasizes sustainable development as a core strategy, focusing on environmental protection and product safety[49]. - The company reported a total of 12 board meetings held during the fiscal year ending December 31, 2019, with an attendance rate of 100% for the chairman and CEO, Mr. Mai Shaotang, in all meetings[60]. - The board consists of three executive directors and three independent non-executive directors, ensuring a balance of power and appropriate skills within the group[58]. - The company has adopted a code of conduct for securities trading, which is not less stringent than the standard code, and confirmed compliance for the fiscal year ending December 31, 2019[58]. - The company held three shareholder meetings during the fiscal year, with all directors present at each meeting[60]. - The company believes that the current structure of the board, with Mr. Mai serving as both chairman and CEO, enhances communication and effective decision-making[58]. - The company has arranged adequate insurance coverage for directors and management against legal liabilities incurred in the course of their duties[61]. - The board is committed to maintaining high levels of corporate governance to protect shareholder interests[57]. - The company has not complied with the code provision A.2.1 regarding the separation of the roles of chairman and CEO during the fiscal year[57]. - The company’s management team is empowered to manage daily operations, with department heads responsible for various business areas[60]. - The company emphasizes the importance of transparency and accountability to shareholders as part of its corporate governance practices[57]. - The board of directors has maintained a balanced and diverse composition to meet the needs of the group's business, with compliance to listing rules regarding independent non-executive directors[66]. - All independent non-executive directors have confirmed their independence, including those who have served for over nine years[66]. - The company has established three board committees: the Remuneration Committee, Audit Committee, and Nomination Committee, each with defined roles and responsibilities[76]. - The Remuneration Committee held two meetings in 2019, reviewing the remuneration policies for directors and senior management, and making recommendations to the board[80]. - The company provides competitive remuneration packages for directors and senior management, based on skills, experience, performance, and market conditions[81]. - The chairman and CEO roles are currently held by the same individual, which deviates from corporate governance code provisions[73]. - The company has implemented a share option plan to reward eligible participants, including directors and senior management[81]. - The board encourages continuous professional development for directors to enhance their knowledge and skills[69]. - The company has complied with listing rules regarding the appointment of independent non-executive directors, ensuring at least one has appropriate professional qualifications[66]. - The board members have no significant financial, business, family, or other relevant relationships among themselves[67]. - The Audit Committee held three meetings in 2019, with all members attending all sessions[85]. - The Nomination Committee held one meeting in 2019, focusing on reviewing the board's structure, diversity policy, and evaluating the independence of non-executive directors[88]. - The board consists of six members, including one female and three independent non-executive directors, ensuring sufficient diversity in education, business experience, and skills[91]. - The company paid HKD 3.5 million for audit services to Ernst & Young for the fiscal year ending December 31, 2019[93]. - The board held two meetings in 2019 to review and approve corporate governance policies and practices[93]. Risk Management - The internal audit department conducts semi-annual reviews of the effectiveness of the risk management and internal control systems[99]. - The board confirmed that there are no uncertainties that may significantly affect the company's ability to continue as a going concern[98]. - The company recognizes the importance of risk management and internal control in achieving strategic objectives[101]. - Major risks identified include the impact of the COVID-19 outbreak and changes in government policies affecting operations[106]. - The company has implemented measures to mitigate identified risks, which will evolve with business and external environment changes[106]. - The board is responsible for establishing and maintaining an effective risk management and internal control system[101]. - The company has a framework in place to identify current and emerging risks that could significantly impact financial performance[106]. Audit and Financial Reporting - The financial statements have been audited by Ernst & Young, and a resolution will be proposed at the upcoming annual general meeting to reappoint them as auditors[175]. - The financial statements reflect the group's financial position and performance as of December 31, 2019, in accordance with Hong Kong Financial Reporting Standards[179]. - The board is responsible for preparing true and fair consolidated financial statements in accordance with Hong Kong Financial Reporting Standards and the Companies Ordinance[190]. - The auditors aim to obtain reasonable assurance that the consolidated financial statements are free from material misstatement due to fraud or error[191]. - The audit process involves understanding internal controls to design appropriate audit procedures, but does not express an opinion on the effectiveness of internal controls[194]. - The appropriateness of the accounting policies adopted by the board and the reasonableness of accounting estimates and related disclosures are evaluated[195]. - The auditors assess the appropriateness of the going concern basis of accounting and identify any significant uncertainties that may cast doubt on the group's ability to continue as a going concern[196]. - The overall presentation, structure, and content of the consolidated financial statements, including disclosures, are evaluated to ensure they fairly reflect the transactions and events[197]. - Sufficient and appropriate audit evidence is obtained regarding the financial information of the group's activities to form an opinion on the consolidated financial statements[198]. - Communication with the audit committee includes the planned audit scope, timing, significant audit findings, and any identified significant deficiencies in internal controls[199].