Group 1 - The core point of the article highlights the financial performance and stock market activity of ST Ruihe, indicating a significant decline in revenue and profit for the first quarter of 2025 [1] - As of June 5, 2025, ST Ruihe's stock closed at 3.67 yuan, down 4.18%, with a turnover rate of 10.71% and a trading volume of 337,900 hands, amounting to 126 million yuan [1] - The company's latest quarterly report shows total revenue of 111 million yuan, a year-on-year decrease of 50.14%, and a net profit attributable to shareholders of 20.09 million yuan, down 14.02% year-on-year [1] Group 2 - The company has a current liquidity ratio of 0.815 and a quick ratio of 0.804, indicating potential liquidity challenges [1] - The asset-liability ratio stands at 93.14%, suggesting a high level of debt relative to assets [1] - ST Ruihe has made investments in 19 companies and participated in 2,004 bidding projects, showcasing its active engagement in the construction and decoration industry [2]

Share Issuance Plan - The total number of new shares that may be issued upon the exercise of options under the new plan is 146,682,060 shares, which does not exceed 10% of the total shares of the company as of the adoption date of the new plan [4]. - As of March 31, 2024, the number of options available for grant under the new plan is 146,682,060 options, remaining consistent with the previous figure [4]. - The total number of new shares available for issuance under the new plan as of June 27, 2024, is 146,682,060 shares, representing approximately 10% of the issued share capital [4].

Core Viewpoint - ST Ruihe (002620) reported a closing price of 4.33 yuan on May 14, 2025, with an increase of 3.84% and a turnover rate of 18.44% [1] Trading Information Summary - On May 14, 2025, the net outflow of main funds for ST Ruihe was 431.44 million yuan, accounting for 1.8% of the total transaction amount [2][3] - Retail investors had a net inflow of 80.58 million yuan, representing 0.34% of the total transaction amount [2] Company Announcement Summary - ST Ruihe disclosed a cumulative litigation and arbitration situation, reporting a total of 10 cases involving approximately 12.76 million yuan over the past twelve months [2][3] - The total amount involved in these cases exceeds 10% of the company's most recent audited net assets [2][3] - There are no significant litigation or arbitration matters exceeding 10% of the company's most recent audited net assets or involving amounts over 10 million yuan [2]

Group 1 - ST Ruihe (002620) closed at 3.53 yuan on April 30, 2025, with a 5.06% increase and a turnover rate of 19.84%, totaling a trading volume of 625,600 hands and a transaction amount of 220 million yuan [1] - The net inflow of main funds was 26.71 million yuan, accounting for 12.13% of the transaction amount, with large orders showing a net inflow of 35.90 million yuan, while small orders had a net outflow of 32.27 million yuan [1] - The latest quarterly report shows total operating revenue of 111 million yuan, a year-on-year decrease of 50.14%, and a net profit attributable to shareholders of 20.09 million yuan, down 14.02% year-on-year [1] Group 2 - Shenzhen Ruihe Construction Decoration Co., Ltd. was established in 1992 and is primarily engaged in construction decoration and renovation [2] - The company has made investments in 19 enterprises and participated in 1,991 bidding projects, holding 69 trademark registrations and 335 patents [2] - The company has 34 administrative licenses [2]

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 91,978,000, compared to HKD 33,887,000 for the same period in 2023, representing a significant increase of 171%[2] - Gross profit for the period was HKD 30,717,000, up from HKD 20,636,000 in the previous year, indicating a growth of 48%[2] - The company reported a loss before tax of HKD 10,168,000, compared to a profit of HKD 9,771,000 in the same period last year[2] - Total comprehensive income for the period was HKD 15,264,000, a recovery from a loss of HKD 70,813,000 in the previous year[5] - The adjusted profit before tax for the group was a loss of HKD 10,168,000, compared to a loss of HKD 7,374,000 in the previous year, indicating a decline in profitability[36] - The group reported a net loss attributable to shareholders of approximately HKD 14,622,000, reduced from HKD 16,807,000 in the previous period, due to increased revenue across all segments[117] Assets and Liabilities - The company’s non-current assets increased to HKD 1,237,588,000 from HKD 1,125,138,000, reflecting a growth of 10%[9] - Current liabilities decreased to HKD 429,492,000 from HKD 475,128,000, showing a reduction of 10%[12] - The net asset value of the company increased to HKD 1,356,893,000 from HKD 1,341,590,000, a rise of 1%[12] - The group’s total liabilities decreased to HKD 1,406,896,000 as of September 30, 2024, from HKD 1,467,251,000 as of March 31, 2024, indicating a reduction of approximately 4.13%[21] - The group maintains a healthy liquidity position, with total liabilities of approximately HKD 631,141,000, equity of approximately HKD 1,368,352,000, and non-controlling interests of approximately HKD 11,459,000[128] Cash Flow - Operating cash flow before tax showed a loss of HKD 10,168,000 for the six months ended September 30, 2024, compared to a profit of HKD 9,771,000 for the same period in 2023[21] - The net cash flow from operating activities was HKD 79,271,000 for the six months ended September 30, 2024, a significant improvement from a net outflow of HKD 1,114,000 in the previous year[21] - Cash and cash equivalents decreased by HKD 5,432,000 during the six months ended September 30, 2024, compared to an increase of HKD 11,697,000 in the same period of 2023[25] Revenue Breakdown - Revenue from property development and investment business was HKD 73,406,000, while trade business generated HKD 23,263,000, and other operations contributed HKD 8,038,000[36] - The company reported a significant increase in sales to external customers in Hong Kong, rising to HKD 21,585,000 from HKD 11,398,000 year-on-year, which is an increase of approximately 89%[39] - Revenue from property development and investment was approximately HKD 60,786,000, up about 387% from HKD 12,481,000 in the previous year, primarily driven by property sales in China[107] - Property sales revenue surged from approximately HKD 4,249,000 to about HKD 49,520,000, marking an increase of approximately 1,065% due to the launch of the Century Garden G District in Kaifeng, China[108] Expenses and Financial Management - The company recorded other income of HKD 12,907,000, down from HKD 39,257,000 in the previous year, a decline of 67%[2] - The company’s financial expenses rose to HKD 12,752,000 from HKD 11,402,000, an increase of 11%[2] - Tax expenses for the period totaled HKD 4,459,000, a decrease from HKD 26,584,000 in the previous year[62] - The total financial expenses for the group were HKD 12,752,000, down from HKD 14,042,000 in the previous year[58] Investments and Capital Expenditures - Capital expenditure for the period was HKD 49,476,000, primarily related to the acquisition of property, plant, and equipment, including the rights to operate a new hotel[36] - The total value of investment properties on the balance sheet was HKD 680,294,000, an increase from HKD 661,908,000 as of March 31, 2024, reflecting a net fair value adjustment loss of HKD 32,364,000[67] - The group has capital commitments of approximately HKD 434,000 as of the reporting period end[131] Shareholder Information - The average number of ordinary shares in issue for calculating basic loss per share remained at 1,466,820,600 shares for both years[66] - The company has issued 1,466,820,600 shares of common stock with a par value of HKD 0.10, representing a total paid-up capital of HKD 146,682,000[83] - The largest shareholder, Mr. Xie, holds a total of 653,904,900 shares, representing 44.58% of the company's issued share capital[170] Future Outlook and Strategy - The group is optimistic about the medium to long-term prospects of the real estate market in mainland China, supported by government policies aimed at stimulating the economy and the property market[137] - The company plans to continue expanding its market presence, particularly in mainland China, where sales reached HKD 70,393,000 for the period[39] - The company’s board aims to enhance risk control and asset management capabilities while seeking new breakthroughs in industry and geographical coverage[157]

Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 91,978,000, a significant increase from HKD 33,887,000 in the same period last year, representing a growth of 171%[2] - The gross profit for the same period was HKD 30,717,000, compared to HKD 20,636,000 in the previous year, indicating a year-over-year increase of 48%[2] - The company recorded a loss before tax of HKD 10,168,000, a decline from a profit of HKD 9,771,000 in the prior year, reflecting a negative swing of 204%[2] - The net loss for the period was HKD 14,627,000, slightly improved from a loss of HKD 16,813,000 in the previous year, showing a reduction of 13%[2] - Total revenue for the six months ended September 30, 2024, was HKD 104,707,000, a significant increase from HKD 39,310,000 in the same period last year, representing a growth of approximately 167%[39] - The group reported a loss before tax for the six months ended September 30, 2024, was HKD 14,622,000, compared to a loss of HKD 16,807,000 for the same period in 2023, indicating a reduction in losses[62] Assets and Liabilities - Total assets as of September 30, 2024, amounted to HKD 1,558,542,000, an increase from HKD 1,503,656,000 as of March 31, 2024[18] - The company's cash and cash equivalents decreased to HKD 33,340,000 from HKD 42,338,000, representing a decline of 21%[18] - The total equity attributable to the company's owners was HKD 1,368,352,000, up from HKD 1,353,075,000, reflecting a growth of 1%[20] - The company's total liabilities decreased to HKD 201,649,000 from HKD 162,066,000, indicating a rise of 24%[21] - As of September 30, 2024, the total equity attributable to the owners of the company was 1,356,893,000 HKD, a decrease from 1,341,590,000 HKD as of April 1, 2024[23] Revenue Segments - Revenue from property development and investment business reached HKD 49,520,000, compared to HKD 4,249,000 in the previous year, indicating a substantial increase of about 1,065%[43] - The total rental income from investment properties was HKD 11,266,000, compared to HKD 8,232,000 in the previous year, marking an increase of about 37%[50] - The total revenue from the trading business was HKD 23,154,000, compared to HKD 14,007,000 in the previous year, representing a growth of approximately 65%[43] - Revenue from the sale of medical equipment and health products rose from approximately HKD 11,108,000 to about HKD 21,411,000, a significant increase of approximately 93% due to a major sales order from the Hong Kong Hospital Authority[109] Expenses and Losses - The company’s administrative expenses increased to HKD 38,300,000 from HKD 36,019,000, marking an increase of 6%[2] - The total tax expense for the period was HKD 4,459,000, significantly lower than HKD 26,584,000 in the previous year, reflecting the absence of taxable profits in Hong Kong and the utilization of tax losses[59] - The company reported a fair value loss of HKD 72,393,000 from equity investments, impacting overall profitability[39] - The total comprehensive loss for the period, including revaluation reserve adjustments, amounted to 70,830,000 HKD[25] Foreign Exchange and Gains - The company reported a significant foreign exchange gain of HKD 29,884,000 from the translation of overseas operations, compared to a loss of HKD 53,392,000 in the previous year[11] - The foreign exchange differences from overseas operations resulted in a gain of 29,892,000 HKD during the period[23] - The company recorded a net foreign exchange gain of HKD 2,004,000 in 2024, compared to a gain of HKD 1,113,000 in 2023, indicating improved currency management[63] Capital Expenditures and Investments - Capital expenditure for the current period was HKD 49,476,000, primarily related to the acquisition of property, plant, and equipment, including the operational rights of a new hotel[39] - The company has completed the sale of two subsidiaries for a total consideration of approximately HKD 427,778,000, with outstanding payments of HKD 316,667,000 to be settled in four installments[69] Corporate Governance and Compliance - The company has complied with most of the corporate governance code provisions, with a noted deviation regarding the roles of the chairman and CEO[166][167] - The audit committee reviewed the interim results for the six months ending September 30, 2024, and confirmed compliance with applicable accounting standards[172] - The interim financial report will be published on the Hong Kong Stock Exchange and the company's website, with all required information included[176] Future Outlook and Market Conditions - The economic outlook for 2024 in mainland China is expected to improve due to supportive government policies aimed at stabilizing growth and boosting the property market[134] - Recent government measures to stimulate the real estate market include lowering down payment ratios and adjusting interest rates for second homes, which are expected to alleviate financial pressure on property companies[136]

The Group has signed an agreement with InterContinental Hotels Group (Shanghai) Ltd.* (a member of IHG Hotels & Resort) to operate the hotel under the name of "Holiday Inn Express Kaifeng City Center". Holiday Inn Express is one of the world-famous selected service hotel brands. Holiday Inn Express Kaifeng was opened in January 2020. Each of the premises is a four-storey house located at Building No. 4, 1 Longting Lake • Xiyuan, Longting Area, Kaifeng City, Henan Province, the PRC. The Group intends to oper ...

[Consolidated Financial Statements](index=1&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Income Statement](index=1&type=section&id=Consolidated%20Income%20Statement) Group revenue increased by 31.27% year-on-year, but gross profit decreased by 15.39%, leading to a narrowed loss of HK$76,774 thousand | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 128,074 | 97,563 | 31.27% | | Cost of sales | (85,172) | (46,861) | 81.75% | | Gross profit | 42,902 | 50,702 | (15.39%) | | Other income and gains | 92,864 | 17,062 | 444.27% | | Fair value (loss)/gain on investment properties | (32,364) | 46,284 | (170.00%) | | Fair value loss on equity investments | (104,893) | (75,709) | 38.55% | | Administrative expenses | (77,298) | (71,663) | 7.86% | | Gain/(loss) on disposal of subsidiaries | 31,015 | (2,141) | (1548.81%) | | Gain on disposal of investment properties | 41,641 | — | N/A | | Finance costs | (26,408) | (36,704) | (28.03%) | | Loss for the year | (76,774) | (93,934) | (18.30%) | [Consolidated Statement of Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) Total comprehensive loss for the year significantly narrowed to HK$125,715 thousand, mainly due to reduced exchange differences | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the year | (76,774) | (93,934) | (18.30%) | | Exchange differences on translation of overseas operations | (43,002) | (112,774) | (61.87%) | | Revaluation (deficit)/surplus on leasehold land and buildings | (6,563) | 4,107 | (259.80%) | | Total comprehensive loss for the year | (125,715) | (203,156) | (38.02%) | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Total assets decreased to HK$1,978,784 thousand, with significant reductions in non-current liabilities and net current assets | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 1,125,138 | 1,128,776 | (0.32%) | | Total current assets | 853,646 | 1,134,004 | (24.63%) | | Total current liabilities | 475,128 | 415,822 | 14.26% | | Net current assets | 378,518 | 718,182 | (47.31%) | | Total non-current liabilities | 162,066 | 379,707 | (57.32%) | | Net assets | 1,341,590 | 1,467,251 | (8.69%) | | Total equity | 1,341,590 | 1,467,251 | (8.69%) | [Notes to Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [Company and Group Information](index=6&type=section&id=Company%20and%20Group%20Information) Dickson Development International Group Company Limited is a Bermuda-registered company primarily engaged in property, trading, and hotel operations - The company's principal activities include property development and investment, trading of medical equipment and home security and automation products, and hotel operations[91](index=91&type=chunk)[128](index=128&type=chunk) [Basis of Preparation and Changes in Accounting Policies](index=6&type=section&id=Basis%20of%20Preparation%20and%20Changes%20in%20Accounting%20Policies) Consolidated financial statements are prepared under HKFRS, adopting new standards with no significant impact on financial position [Basis of Preparation](index=6&type=section&id=Basis%20of%20Preparation) Financial statements are prepared under HKFRS and Companies Ordinance, using historical cost with fair value for investment properties - Consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, primarily on a historical cost basis, except for investment properties measured at fair value[92](index=92&type=chunk) - The Group controls its subsidiaries and consolidates their financial statements, with all intra-group transactions fully eliminated[92](index=92&type=chunk)[124](index=124&type=chunk) [Changes in Accounting Policies and Disclosures](index=8&type=section&id=Changes%20in%20Accounting%20Policies%20and%20Disclosures) New HKFRS standards were adopted, including revisions to IAS 12 on deferred tax, with no material impact on the Group - The Group first adopted amendments to HKAS 1, HKAS 8, and HKAS 12, which had no significant impact on its financial statements[138](index=138&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk) - Amendments to HKAS 12 narrowed the scope of the initial recognition exemption for deferred tax, requiring recognition of deferred tax assets and liabilities for certain transactions[139](index=139&type=chunk) - The accounting impact of the abolition of the MPF offsetting mechanism against long service payments was not material to the Group's results and financial position[141](index=141&type=chunk)[161](index=161&type=chunk) [Operating Segment Information](index=10&type=section&id=Operating%20Segment%20Information) Group operates in property, trading, and hotel segments, with varied revenue and performance changes across segments in FY2024 [Segment Revenue and Results](index=11&type=section&id=Segment%20Revenue%20and%20Results) Property segment revenue grew significantly but turned to loss, trading revenue and profit declined, and hotel revenue grew with expanded loss | Segment Business | 2024 Revenue (HK$ thousand) | 2023 Revenue (HK$ thousand) | Revenue Change (%) | 2024 Segment Results (HK$ thousand) | 2023 Segment Results (HK$ thousand) | Results Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Property Development and Investment | 86,284 | 34,818 | 147.81% | (53,170) | 36,367 | (246.40%) | | Trading Business | 28,715 | 52,176 | (44.98%) | (2,782) | 6,466 | (143.02%) | | Other (Hotel) | 13,075 | 10,569 | 23.72% | (10,118) | (6,931) | 46.00% | | **Total** | **128,074** | **97,563** | **31.27%** | **(66,070)** | **35,902** | **(284.03%)** | - Segment results are assessed based on profit/loss before tax, excluding interest, dividends, fair value changes, finance costs, share of associates' results, disposal gains, and unallocated expenses[162](index=162&type=chunk) [Geographical Information](index=15&type=section&id=Geographical%20Information) In FY2024, Mainland China contributed the majority of total revenue and non-current assets, with Hong Kong contributing the rest | Region | 2024 Total Revenue (HK$ thousand) | 2023 Total Revenue (HK$ thousand) | 2024 Total Non-current Assets (HK$ thousand) | 2023 Total Non-current Assets (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 25,137 | 45,948 | 127,135 | 139,190 | | Mainland China | 102,937 | 51,615 | 952,550 | 827,387 | | **Total** | **128,074** | **97,563** | **1,079,685** | **966,577** | [Revenue, Other Income and Gains](index=16&type=section&id=Revenue%2C%20Other%20Income%20and%20Gains) Total revenue reached HK$128,074 thousand, driven by property development, while other income significantly increased from dividend income [Disaggregated Revenue Information](index=17&type=section&id=Disaggregated%20Revenue%20Information) Total revenue from customer contracts was HK$109,904 thousand, primarily from property development, with most recognized at a point in time | Revenue Source | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Property development and investment business | 68,114 | 10,910 | 524.33% | | Trading of medical equipment and home security and automation products | 28,715 | 52,176 | (44.98%) | | Hotel operations | 13,075 | 10,569 | 23.72% | | **Total revenue from contracts with customers** | **109,904** | **73,655** | **49.23%** | | Gross rental income from investment properties | 18,170 | 23,908 | (23.92%) | | **Total Revenue** | **128,074** | **97,563** | **31.27%** | - In FY2024, customer contract revenue from Mainland China was **HK$84,767 thousand**, and from Hong Kong was **HK$25,137 thousand**[201](index=201&type=chunk) [Performance Obligations](index=18&type=section&id=Performance%20Obligations) Performance obligations for property sales, goods sales, and hotel operations are completed upon ownership transfer, delivery, or purchase - Performance obligations for property sales are satisfied when the buyer obtains physical or legal possession and ownership[181](index=181&type=chunk) - Performance obligations for goods sales are satisfied upon product delivery, with payments typically due within 30 to 90 days[182](index=182&type=chunk) - Performance obligations for hotel food and beverage operations are satisfied immediately when customers purchase food and beverages[204](index=204&type=chunk) [Analysis of Other Income and Gains](index=19&type=section&id=Analysis%20of%20Other%20Income%20and%20Gains) Total other income and gains significantly increased to HK$92,864 thousand, mainly from equity investment dividend and imputed interest | Other Income and Gains | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Bank interest income | 303 | 167 | 81.38% | | Dividend income from equity investments | 74,865 | 1,350 | 5445.56% | | Gross rental income from property, plant and equipment | 6,197 | 6,609 | (6.23%) | | Government grants | — | 960 | (100.00%) | | Imputed interest income | 9,285 | — | N/A | | Others | 2,214 | 7,976 | (72.24%) | | **Total** | **92,864** | **17,062** | **444.27%** | [Finance Costs](index=19&type=section&id=Finance%20Costs) Total finance costs decreased to HK$26,408 thousand, primarily due to reduced interest on bank and other borrowings | Finance Cost Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank loans and other borrowings | 28,295 | 43,173 | (34.46%) | | Interest on bonds payable | 2,707 | 1,927 | 40.48% | | Interest on lease liabilities | 45 | — | N/A | | **Total finance costs** | **31,047** | **45,100** | (31.16%) | | Less: Interest capitalised | (4,639) | (8,396) | (44.80%) | | **Total** | **26,408** | **36,704** | (28.03%) | [Income Tax](index=20&type=section&id=Income%20Tax) Total income tax expense significantly increased to HK$15,133 thousand, driven by higher current tax in Mainland China and deferred tax expense | Income Tax Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Current - Hong Kong (Over)/under provision | (66) | 85 | (177.65%) | | Current - Mainland China (Expense for the year) | 35,437 | 3,420 | 936.17% | | Current - Other regions (Expense for the year) | — | 490 | (100.00%) | | Current - Other regions (Over provision in prior years) | (2,963) | — | N/A | | Mainland China Land Appreciation Tax (Expense for the year) | 1,475 | — | N/A | | Mainland China Land Appreciation Tax (Over provision in prior years) | — | (285) | N/A | | Deferred tax | (18,750) | 4,288 | (537.17%) | | **Total tax expense for the year** | **15,133** | **7,998** | **89.22%** | - No provision for Hong Kong Profits Tax was made as there was no assessable profit for the year[187](index=187&type=chunk) - Mainland China Land Appreciation Tax is levied at progressive rates from **30% to 60%** on the appreciation of land value[188](index=188&type=chunk) [Dividends](index=20&type=section&id=Dividends) The company did not declare any dividends for the current or prior reporting periods - The company did not declare any dividends during the reporting period or the previous year[189](index=189&type=chunk) [Loss Per Share](index=21&type=section&id=Loss%20Per%20Share) Basic and diluted loss per share narrowed to 5.16 HK cents, based on loss attributable to ordinary shareholders | Metric | 2024 | 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Loss attributable to ordinary equity holders of the company (HK$ thousand) | 75,691 | 90,967 | (16.80%) | | Weighted average number of ordinary shares in issue (shares) | 1,466,820,600 | 1,466,820,600 | 0.00% | | Basic and diluted loss per share (HK cents) | (5.16) | (6.20) | (16.77%) | - There were no outstanding potential dilutive ordinary shares during the reporting period, so basic and diluted loss per share amounts are not adjusted[238](index=238&type=chunk) [Goodwill](index=21&type=section&id=Goodwill) Goodwill from the acquisition of Dickson Hardware & Building Materials Co Ltd was fully impaired due to intense industry competition - Goodwill arising from the acquisition of **60%** equity interest in Dickson Hardware & Building Materials Co Ltd was fully impaired to zero due to intense competition in the construction industry[191](index=191&type=chunk)[212](index=212&type=chunk) [Investment Properties](index=22&type=section&id=Investment%20Properties) Investment properties were revalued to HK$661,908 thousand, a decrease from last year, with some pledged as bank credit collateral | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Carrying amount at year-end | 661,908 | 684,114 | (3.10%) | | Net (loss)/gain from fair value adjustments | (32,364) | 46,284 | (170.00%) | - Investment properties with a total carrying amount of **HK$442,800 thousand** were pledged as collateral for bank credit[193](index=193&type=chunk) [Other Receivables](index=22&type=section&id=Other%20Receivables) Outstanding consideration from subsidiary disposal was HK$316,667 thousand, with a discount impact and imputed interest income - Outstanding consideration receivable from the disposal of a subsidiary is approximately **HK$316,667 thousand**, to be collected in four installments, with the last payment due by October 31, 2027[215](index=215&type=chunk)[242](index=242&type=chunk) - The outstanding consideration includes a discount impact of approximately **HK$33,515 thousand** and generated imputed interest income of approximately **HK$9,285 thousand**[194](index=194&type=chunk)[216](index=216&type=chunk) - As of March 31, 2024, other receivables of **HK$22,429 thousand** from debtors facing financial difficulties or payment defaults were fully provided for as loss[244](index=244&type=chunk) [Trade Receivables](index=23&type=section&id=Trade%20Receivables) Total trade receivables significantly increased to HK$32,658 thousand, with a notable rise in 91-180 day aged accounts and credit risk concentration | Ageing | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Within 90 days | 6,198 | 7,682 | (19.31%) | | 91 to 180 days | 26,341 | 1,893 | 1291.02% | | 181 to 360 days | — | 1,759 | (100.00%) | | Over 360 days | 119 | 2,714 | (95.62%) | | **Total** | **32,658** | **14,048** | **132.49%** | - The Group has concentrated credit risk on its largest external customer and five largest external customers, accounting for **59%** and **89%** of total trade receivables, respectively[220](index=220&type=chunk) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net impairment loss/(reversal of impairment) | 6,806 | (52) | (13188.46%) | | Impairment at year-end | 15,636 | 13,386 | 16.81% | [Trade Payables](index=24&type=section&id=Trade%20Payables) Total trade payables significantly increased to HK$22,699 thousand, with most due within 90 days | Ageing | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Within 90 days | 19,347 | 1,310 | 1376.87% | | 91 to 180 days | 17 | 230 | (92.61%) | | 181 to 360 days | 56 | 32 | 75.00% | | Over 360 days | 3,279 | 3,490 | (6.04%) | | **Total** | **22,699** | **5,062** | **348.42%** | - Trade payables are interest-free and generally settled within **30 days**[249](index=249&type=chunk) [Bonds Payable](index=24&type=section&id=Bonds%20Payable) New non-listed bonds of HK$13,000 thousand were issued to offset existing bonds, and another bond's principal was partially repaid and extended - On February 1, 2024, new non-listed bonds with a principal amount of **HK$13,000 thousand** were issued at a fixed annual interest rate of **10%** to offset the outstanding amount of existing 13M bonds[223](index=223&type=chunk) - The principal of the 20M bonds was partially repaid to **HK$15,000 thousand**, and the maturity date was extended to August 21, 2026[291](index=291&type=chunk) [Disposal Group Classified as Held for Sale](index=25&type=section&id=Disposal%20Group%20Classified%20as%20Held%20for%20Sale) The Group completed two disposals of subsidiaries and properties in August 2023, which were classified as held for sale in March 2023 - Disposal Item 1 and Disposal Item 2 were completed on August 30, 2023, involving the disposal of all equity interests in Jiangyu Property (Hainan) Co Ltd and properties held by Hainan Fudi Commercial Management Co Ltd[215](index=215&type=chunk)[252](index=252&type=chunk) | 2023 March 31 Assets and Liabilities Classified as Held for Sale (HK$ thousand) | | :--- | | **Assets** | | Investment properties | 299,250 | | Properties under development for sale and properties held for sale | 32,807 | | Cash and cash equivalents | 120 | | **Total assets classified as held for sale** | **332,177** | | **Liabilities** | | Other payables and accrued expenses | (210) | | Deferred tax liabilities | (57,538) | | **Total liabilities directly associated with assets classified as held for sale** | **(57,748)** | | **Net assets directly associated with disposal group** | **274,429** | - Disposal Item 2 generated a total accounting profit of **HK$44,129 thousand**, recognized in the consolidated income statement for FY2024[252](index=252&type=chunk) [Share Capital](index=27&type=section&id=Share%20Capital) The company's authorized share capital is HK$500,000 thousand, with issued and fully paid capital of HK$146,682 thousand, unchanged from last year | Share Capital Type | Number of Shares | Share Capital (HK$ thousand) | | :--- | :--- | :--- | | Authorized share capital | 5,000,000,000 | 500,000 | | Issued and fully paid share capital | 1,466,820,600 | 146,682 | - The company's capital structure remained unchanged during the reporting period[44](index=44&type=chunk) [Disposal of Subsidiaries](index=27&type=section&id=Disposal%20of%20Subsidiaries) The Group disposed of two subsidiaries, generating a gain of HK$31,015 thousand from one and a loss of HK$2,141 thousand from another - On August 30, 2023, the company's wholly-owned subsidiary disposed of all equity interests in Jiangyu Property (Hainan) Co Ltd, resulting in a gain of **HK$31,015 thousand**[229](index=229&type=chunk)[257](index=257&type=chunk) - On March 31, 2023, the company disposed of all equity interests in Hainan Jiudi IoT Technology Co Ltd, resulting in a loss of **HK$2,141 thousand**[287](index=287&type=chunk)[289](index=289&type=chunk) | Net Cash Inflow from Disposal of Subsidiaries (2024) | HK$ thousand | | :--- | :--- | | Cash consideration | 81,111 | | Less: Discount effect of outstanding consideration | (6,355) | | Legal and professional fees and transaction costs paid | (7,338) | | Net consideration | 67,418 | | Less: Deposits received | (2,106) | | Outstanding consideration to be recovered | (55,449) | | Add: Imputed interest income | 1,760 | | **Net cash and cash equivalents inflow from disposal of a subsidiary** | **11,623** | [Comparative Figures](index=29&type=section&id=Comparative%20Figures) Certain comparative figures have been reclassified to align with the current year's consolidated financial statement presentation - Certain comparative figures have been reclassified to conform with the current year's presentation in the consolidated financial statements[290](index=290&type=chunk) [Management Discussion and Analysis](index=30&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=30&type=section&id=Business%20Review) Property development revenue significantly increased, trading revenue declined, and hotel revenue grew but with expanded losses due to revaluation [Property Development and Investment Business](index=30&type=section&id=Property%20Development%20and%20Investment%20Business) Revenue grew 148% from property sales and rentals, but fair value losses and impairment provisions led to a segment loss - Property development and investment business revenue increased by approximately **148%** to **HK$86,284 thousand**, primarily from property sales in China and rental income[11](index=11&type=chunk)[264](index=264&type=chunk) - Sales mainly derived from the disposal of the dynamic hall (5,823 sqm) at Kaifeng Expo Plaza for **RMB34,000,000** (approximately **HK$37,000,000**)[12](index=12&type=chunk) - Rental income from investment properties decreased by approximately **24%** to **HK$18,170 thousand**, mainly due to the disposal of commercial properties in Haikou City and RMB exchange rate depreciation[13](index=13&type=chunk)[266](index=266&type=chunk)[294](index=294&type=chunk) - Fair value loss on investment properties was approximately **HK$32,364 thousand**, and provision for net realizable value of properties held for sale increased to **HK$15,696 thousand**, primarily due to a significant drop in unit prices of Kaifeng properties in China amid economic downturn[14](index=14&type=chunk)[267](index=267&type=chunk)[295](index=295&type=chunk) - The disposal of equity interests in Jiangyu Property (Hainan) Co Ltd and Hainan Fudi Commercial Management Co Ltd was completed for a total consideration of **RMB385,000,000**, recognizing a gain of approximately **HK$41,300 thousand**[15](index=15&type=chunk)[268](index=268&type=chunk)[296](index=296&type=chunk) [Trading Business](index=32&type=section&id=Trading%20Business) Trading revenue fell 45% to HK$28,715 thousand, resulting in a segment loss due to reduced medical equipment and home security sales - Trading business revenue significantly decreased by approximately **45%** to **HK$28,715 thousand**, resulting in a segment operating loss of approximately **HK$2,782 thousand**[272](index=272&type=chunk)[297](index=297&type=chunk) - Sales of medical equipment decreased by **45%**, mainly due to reduced demand for air purifiers post-pandemic and delayed non-emergency orders from the Hospital Authority[271](index=271&type=chunk)[298](index=298&type=chunk) - Turnover from home security and automation products decreased by **42%** due to the termination of China operations and a decline in sales and demand amid Hong Kong's economic downturn[299](index=299&type=chunk) [Other Businesses (mainly operating a hotel)](index=33&type=section&id=Other%20Businesses%20%28mainly%20operating%20a%20hotel%29) Hotel revenue increased 24% with higher occupancy, but revaluation losses expanded the segment operating loss - Hotel operations revenue increased by **24%** to **HK$13,075 thousand**, with average occupancy rising from **21%** to **37%**[300](index=300&type=chunk)[273](index=273&type=chunk) - The segment operating loss was approximately **HK$10,118 thousand**, primarily due to a revaluation loss on hotel properties of approximately **HK$3,436 thousand**[301](index=301&type=chunk) [Financial Review](index=34&type=section&id=Financial%20Review) Net loss attributable to owners narrowed, total revenue grew, but gross margin declined, while other income significantly increased [Net Loss and Loss Per Share](index=34&type=section&id=Net%20Loss%20and%20Loss%20Per%20Share) Net loss attributable to owners narrowed to HK$75,691 thousand, with loss per share at 5.16 HK cents, driven by disposal gains | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net loss attributable to owners of the company | 75,691 | 90,967 | (16.80%) | | Loss per share (HK cents) | 5.16 | 6.20 | (16.77%) | - The narrowed loss was partly due to a gain on disposal of investment properties of approximately **HK$41,641 thousand** and a gain on disposal of subsidiaries of approximately **HK$31,015 thousand**[21](index=21&type=chunk) - The narrowed loss was offset by an increased fair value loss on equity investments to **HK$104,893 thousand**, a fair value loss on investment properties of **HK$32,364 thousand**, and an increased provision for net realizable value of properties held for sale to **HK$15,696 thousand**[302](index=302&type=chunk) [Revenue](index=35&type=section&id=Revenue) Total revenue increased by 31% to approximately HK$128,000 thousand, primarily from property development and investment - Total revenue for FY2024 was approximately **HK$128,000 thousand**, representing a year-on-year increase of approximately **31%**[23](index=23&type=chunk)[303](index=303&type=chunk) - Property development and investment business revenue increased by approximately **148%**, trading business revenue decreased by approximately **45%**, and other business revenue increased by approximately **24%**[276](index=276&type=chunk) [Gross Profit Margin](index=35&type=section&id=Gross%20Profit%20Margin) Gross profit margin decreased to 33% from 52%, mainly due to sales of lower-margin properties and reduced rental income proportion - The gross profit margin for FY2024 was approximately **33%**, a decrease of approximately **19 percentage points** from **52%** last year[24](index=24&type=chunk)[334](index=334&type=chunk) - The decline in gross profit margin was mainly due to the disposal of the lower-margin old dynamic hall at Kaifeng Expo Plaza and a decrease in the proportion of rental income (which has a significantly higher gross margin than property sales) in total turnover[304](index=304&type=chunk) [Other Income and Gains](index=35&type=section&id=Other%20Income%20and%20Gains) Other income and gains significantly increased, primarily from dividend income of HK$74,865 thousand from equity investments - During the reporting period, the Group disposed of equity investments listed on the Shenzhen Stock Exchange in China, receiving dividend income of approximately **HK$74,865 thousand**[21](index=21&type=chunk)[305](index=305&type=chunk) - The fair value loss on equity investments was **HK$99,100 thousand**, due to a significant drop in share prices at the disposal date compared to the previous year[277](index=277&type=chunk) [Liquidity, Financial Resources and Gearing Ratio](index=36&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Gearing%20Ratio) The Group maintained healthy liquidity, with a current ratio of 1.80 and net gearing ratio of 24%, both decreasing from last year - The Group maintained a healthy liquidity position, with working capital primarily sourced from internal resources and other borrowings[278](index=278&type=chunk) | Metric | March 31, 2024 | March 31, 2023 | Change | | :--- | :--- | :--- | :--- | | Current ratio | 1.80 | 2.73 | (0.93) | | Net gearing ratio | 24% | 31% | (7%) | - The Group will explore various financing opportunities to improve its capital structure and reduce capital costs[306](index=306&type=chunk) [Capital Expenditure](index=36&type=section&id=Capital%20Expenditure) Total capital expenditure for FY2024 amounted to approximately HK$339 thousand - Total capital expenditure for FY2024 was approximately **HK$339 thousand**[279](index=279&type=chunk) [Commitments](index=36&type=section&id=Commitments) As of March 31, 2024, the Group had contracted but unprovided capital commitments of approximately HK$1,435 thousand - As of March 31, 2024, the Group had contracted but unprovided capital commitments of approximately **HK$1,435 thousand**[280](index=280&type=chunk) [Contingent Liabilities](index=36&type=section&id=Contingent%20Liabilities) As of March 31, 2024, the Group had no significant contingent liabilities - As of March 31, 2024, the Group had no significant contingent liabilities[307](index=307&type=chunk) [Pledge of Group Assets](index=36&type=section&id=Pledge%20of%20Group%20Assets) Group assets with a total carrying value of approximately HK$759,660 thousand were pledged as collateral for bank credit - Group assets with a total carrying value of approximately **HK$759,660 thousand** were pledged as collateral for bank credit[308](index=308&type=chunk) [Treasury Policy](index=37&type=section&id=Treasury%20Policy) The Group adopts a prudent financial management approach, maintaining healthy liquidity and mitigating credit risk through continuous assessment - The Group adopts a prudent financial management approach, maintaining a healthy liquidity position and striving to mitigate credit risk[28](index=28&type=chunk)[281](index=281&type=chunk) [Foreign Exchange Risk](index=37&type=section&id=Foreign%20Exchange%20Risk) The Group primarily faces RMB-denominated balance risk, with management monitoring and considering hedging significant exposures - The Group primarily faces foreign exchange risk from RMB-denominated balances, currently without a foreign currency hedging policy, but management will closely monitor and consider hedging significant foreign currency exposures[57](index=57&type=chunk)[309](index=309&type=chunk) [Outlook](index=37&type=section&id=Outlook) The Group is optimistic about Mainland China's economic and property market outlook, planning to expand businesses and improve services [Economic Outlook in Mainland China](index=37&type=section&id=Economic%20Outlook%20in%20Mainland%20China) Central government is expected to provide supportive policies for economic and property market recovery, fostering the Group's optimism - The central government is expected to continue providing proactive and accommodative monetary policies and fiscal stimulus measures to ensure stable economic growth[58](index=58&type=chunk)[283](index=283&type=chunk) - The central government is expected to formulate more supportive policies and measures to revive and support the property market[58](index=58&type=chunk)[311](index=311&type=chunk) - The Group remains optimistic about the medium to long-term prospects of the Mainland China property market[311](index=311&type=chunk) [Property Development and Investment](index=38&type=section&id=Property%20Development%20and%20Investment) Projects in Kaifeng are largely complete and sold, with plans to lease unsold areas for additional rental income and capitalize on tourism - The "Kaifeng Century Mansion" project in Kaifeng City has completed approximately **190,000 sqm** of gross floor area, with total sales contracts reaching **RMB767,000,000**[31](index=31&type=chunk) - The "Kaifeng Expo Plaza" project has been completed, with a total gross sales area of approximately **68,000 sqm** and total contracts of approximately **RMB573,000,000**[33](index=33&type=chunk) - The Group plans to lease unsold areas, such as Zone F and Zone G of Kaifeng Century Mansion, to generate additional rental income and is optimistic about improvements in the tourism industry[32](index=32&type=chunk)[61](index=61&type=chunk) [Trading of Medical Equipment and Home Security and Automation Products](index=40&type=section&id=Trading%20of%20Medical%20Equipment%20and%20Home%20Security%20and%20Automation%20Products) The Group plans to expand medical equipment distribution, introduce diverse products, and promote AI video analytics for smart city solutions - The medical equipment market is expected to have strong demand, and the Group plans to stimulate sales growth by expanding distribution channels and introducing diversified products[35](index=35&type=chunk)[63](index=63&type=chunk) - Cool Life Technology has obtained ISO13485 certification and received a grant of **HK$1,100,000** from the CUHK University Technology Start-up Support Scheme[36](index=36&type=chunk)[64](index=64&type=chunk) - Through its associate Axxonsoft Hong Kong Limited, the Group promotes the application of AI video analytics technology, offering functions such as crowd analysis and disease spread control[37](index=37&type=chunk)[38](index=38&type=chunk) - The Group aims to provide a range of solutions for smart city development and has successfully secured its first major airport project[319](index=319&type=chunk)[66](index=66&type=chunk) [Hotel Operations](index=41&type=section&id=Hotel%20Operations) The Group will enhance hotel service quality in Kaifeng, leveraging increasing visitor numbers and a partnership with InterContinental Hotels Group - Given the increasing number of visitors to Kaifeng City, China, the Group will continue to improve the quality of its hotel services[40](index=40&type=chunk) - The Group has signed an agreement with InterContinental Hotels Group's Six Continents Hotels (Shanghai) Co Ltd to operate the hotel under the "Holiday Inn Express Kaifeng Dickson" brand[68](index=68&type=chunk) [Overall Strategy](index=41&type=section&id=Overall%20Strategy) The Board will improve corporate governance, seek breakthroughs, enhance risk control, and build professional teams for long-term development - The Board will seize development opportunities by improving corporate governance, seeking industry and geographical breakthroughs, enhancing risk control and asset management capabilities, and organizing a professional talent team[321](index=321&type=chunk) - The Group will focus on maintaining relationships with existing customers and strengthening cooperation with quality clients to achieve stable and long-term development[321](index=321&type=chunk) [Other Information](index=29&type=section&id=Other%20Information) [Events After Reporting Period](index=29&type=section&id=Events%20After%20Reporting%20Period) The Group signed new hotel lease agreements in Kaifeng and amended bond terms after the reporting period - On June 25, 2024, the Group entered into eight lease agreements to lease eight properties in Kaifeng City, planning to operate new hotel businesses under the "Orange Hotel" brand[41](index=41&type=chunk)[290](index=290&type=chunk)[322](index=322&type=chunk) - The amendment deed for the 20M bonds was signed, with part of the principal repaid to **HK$15,000 thousand** and the maturity date extended to August 21, 2026[291](index=291&type=chunk) [Fund Raising in the Past Twelve Months](index=42&type=section&id=Fund%20Raising%20in%20the%20Past%20Twelve%20Months) The company entered a placing agreement for non-listed bonds up to HK$20,000 thousand at 10% interest to offset existing bonds - On January 29, 2024, the company entered into a placing agreement for non-listed bonds with a maximum principal amount of **HK$20,000 thousand** at an annual interest rate of **10%**[323](index=323&type=chunk) - The net proceeds from the bond placing will be used to offset the outstanding amount of the 13M bonds[323](index=323&type=chunk) [Human Resources](index=42&type=section&id=Human%20Resources) The Group employed 136 staff with total welfare expenses of HK$36,000 thousand, reduced due to lower bonuses and sales commissions | Metric | 2024 | 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Total number of employees | 136 | N/A | N/A | | Employee benefit expenses (HK$ thousand) | 36,000 | 37,700 | (4.51%) | - The decrease in employee benefit expenses was mainly due to reduced bonuses and sales commissions in the trading segment[43](index=43&type=chunk) - The Group attracts and retains talent through discretionary bonuses and share options[324](index=324&type=chunk) [Capital Structure](index=43&type=section&id=Capital%20Structure) The company adopted a share option scheme in 2022, with no changes to its capital structure or outstanding options during the period [Share Option Scheme](index=43&type=section&id=Share%20Option%20Scheme) The share option scheme, adopted in 2022, allows for options up to 10% of issued shares, with no outstanding options in the period - The share option scheme was adopted on August 30, 2022, with a **ten-year** validity period, complying with Chapter 17 of the Listing Rules[73](index=73&type=chunk)[45](index=45&type=chunk) - The maximum number of options that can be granted is **10%** of the total issued shares at the adoption date, and no single eligible participant can be granted options exceeding **1%** of issued shares within any **12-month** period[326](index=326&type=chunk) - The exercise price of share options is determined by the directors, being the higher of the closing price on the grant date, the average closing price for the preceding five days, and the nominal value of the shares[327](index=327&type=chunk) - There were no outstanding share options during the reporting period[47](index=47&type=chunk) [Pre-emptive Rights](index=44&type=section&id=Pre-emptive%20Rights) Neither the company's bye-laws nor Bermuda law mandate pre-emptive rights for existing shareholders to new share offerings - Neither the company's bye-laws nor Bermuda law contain provisions requiring the company to offer new shares pro-rata to its existing shareholders[76](index=76&type=chunk) [Share-linked Agreements](index=44&type=section&id=Share-linked%20Agreements) Excluding the share option scheme, the Group had no other share-linked agreements during the review period - Other than the share option scheme, the Group had no other share-linked agreements entered into or subsisting during the review year[77](index=77&type=chunk) [Purchase, Redemption or Sale of Listed Securities](index=43&type=section&id=Purchase%2C%20Redemption%20or%20Sale%20of%20Listed%20Securities) Neither the company nor its subsidiaries purchased, redeemed, or sold any of its listed securities during the year - For the year ended March 31, 2024, neither the company nor any of its subsidiaries purchased, redeemed, or sold any of the company's listed securities[325](index=325&type=chunk) [Tax Relief and Exemptions for Holders of Listed Securities](index=44&type=section&id=Tax%20Relief%20and%20Exemptions%20for%20Holders%20of%20Listed%20Securities) The company is unaware of any tax relief or exemptions provided to its shareholders for holding company shares - The company is not aware of any tax relief or exemptions offered to its shareholders for holding the company's shares[101](index=101&type=chunk) [Continuing Connected Transactions](index=44&type=section&id=Continuing%20Connected%20Transactions) A renewed office lease with a connected party was exempted from Listing Rules due to low percentage ratios and total consideration - Dickson Properties Limited renewed a lease agreement for its Hong Kong office with Keen Health Creation Limited, wholly owned by Mr. Tse Man Shing, the Managing Director and Chairman, at a monthly rent of **HK$14,000**[50](index=50&type=chunk)[329](index=329&type=chunk) - This transaction constitutes a continuing connected transaction but is exempt from the reporting, annual review, announcement, and independent shareholders' approval requirements of the Listing Rules as the percentage ratios are below **5%** and the total consideration is below **HK$3,000,000**[103](index=103&type=chunk)[330](index=330&type=chunk) [Corporate Governance](index=45&type=section&id=Corporate%20Governance) The company largely complied with the Corporate Governance Code, with a deviation where the Chairman and CEO roles are combined [Summary of Deviations from Corporate Governance Code](index=45&type=section&id=Summary%20of%20Deviations%20from%20Corporate%20Governance%20Code) The company deviated from C.2.1 by combining Chairman and Managing Director roles, which the Board believes ensures effective strategy execution - The company deviated from Code Provision C.2.1 of the Corporate Governance Code, with Mr. Tse Man Shing holding both the Chairman and Managing Director roles[80](index=80&type=chunk)[105](index=105&type=chunk) - The Board believes this arrangement facilitates effective implementation and execution of the Group's business strategies and ensures consistency in leadership[105](index=105&type=chunk) - The Board will continue to review its structure and composition periodically to ensure a balance of power[105](index=105&type=chunk) [Standard Code for Securities Transactions](index=46&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The company adopted and complied with the Standard Code for Securities Transactions for directors and employees with price-sensitive information - The company adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and all directors confirmed compliance during the reporting period[81](index=81&type=chunk)[332](index=332&type=chunk) - The company also adopted the same standard code for employees who may possess unpublished price-sensitive information and was not aware of any non-compliance[81](index=81&type=chunk) [Independent Auditor's Review of Preliminary Results Announcement](index=46&type=section&id=Independent%20Auditor%27s%20Review%20of%20Preliminary%20Results%20Announcement) The preliminary results' financial figures were reconciled by the auditor, whose work does not constitute an assurance engagement - The consolidated financial statement figures in this preliminary results announcement have been agreed by the company's auditor, Tianzhi Hong Kong Certified Public Accountants Limited[53](index=53&type=chunk)[106](index=106&type=chunk) - The auditor's work does not constitute an assurance engagement, and therefore no assurance opinion is expressed[53](index=53&type=chunk) [Audit Committee](index=47&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviewed the annual results and monitored internal controls - The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing and monitoring the Group's internal controls, risk management, and financial reporting matters[107](index=107&type=chunk) - The Audit Committee has reviewed the annual results for the reporting period and provided recommendations and opinions[82](index=82&type=chunk)[107](index=107&type=chunk) [Significant Investments, Acquisitions and Disposals](index=47&type=section&id=Significant%20Investments%2C%20Acquisitions%20and%20Disposals) Apart from disclosed disposals of investment properties and other properties in Hainan, there were no other significant transactions - Apart from the disclosed very substantial disposals of an investment property and certain properties in Hainan through the disposal of companies, the Group had no other significant investments, acquisitions, or disposals during the reporting period[83](index=83&type=chunk)[108](index=108&type=chunk) [Annual General Meeting](index=47&type=section&id=Annual%20General%20Meeting) The Annual General Meeting is scheduled for August 27, 2024, with share transfer registration suspended from August 22-27 - The company intends to hold its upcoming Annual General Meeting on August 27, 2024[84](index=84&type=chunk)[108](index=108&type=chunk) - To determine eligibility for attending and voting, the company will suspend share transfer registration from August 22 to August 27, 2024[84](index=84&type=chunk)[108](index=108&type=chunk) [Dividends](index=47&type=section&id=Dividends) The directors do not recommend any final dividend for the reporting period, and no interim dividends were paid - The directors do not recommend the distribution of any final dividend for the reporting period, and no interim dividends were paid during the reporting period[85](index=85&type=chunk)[109](index=109&type=chunk) [Publication of Further Financial Information](index=48&type=section&id=Publication%20of%20Further%20Financial%20Information) The annual results announcement is published on the HKEX and company websites, with the full annual report to be dispatched to shareholders - The annual results announcement has been published on the HKEX website and the company's website[94](index=94&type=chunk)[110](index=110&type=chunk) - The annual report, containing all information required by the Listing Rules, will be dispatched to shareholders and published in due course[94](index=94&type=chunk)

Financial Performance - The company reported a net loss of HKD 16,807,000 for the six months ended September 30, 2023, compared to a loss of HKD 69,317,000 in the same period last year, indicating a significant improvement [2]. - For the six months ended September 30, 2023, the company reported a loss of HKD 16,813,000, a significant improvement from a loss of HKD 69,896,000 in the same period last year, representing a reduction of approximately 76.1% [17]. - The total comprehensive loss for the period was HKD 70,813,000, down from HKD 218,756,000 in the previous year, indicating a decrease of about 67.6% [17]. - The company reported a net loss for the period of HKD 16,813,000, an improvement from a net loss of HKD 69,896,000 in the previous year [56]. - The company reported a loss attributable to ordinary shareholders of HKD 16,807,000 for the six months ended September 30, 2023, compared to a loss of HKD 69,317,000 in the same period last year [76]. Revenue and Profitability - Total revenue for the six months ended September 30, 2023, was HKD 33,887,000, a decrease of 43.9% compared to HKD 60,384,000 for the same period in 2022 [56]. - Gross profit for the same period was HKD 20,636,000, down 30.3% from HKD 29,515,000 year-over-year [56]. - The company’s total revenue for the six months ended September 30, 2023, was approximately HKD 33,900,000, a decrease of about 44% compared to the previous year [136]. - The company recorded a significant increase in revenue from hotel operations, rising 71% to approximately HKD 7,399,000 compared to HKD 4,330,000 in the previous year [154]. - The trading segment reported an operating loss of approximately HKD 251,000, a stark contrast to a profit of HKD 4,055,000 in the previous period, primarily due to a substantial drop in sales [132]. Assets and Liabilities - Total non-current assets increased to HKD 1,269,298,000 as of September 30, 2023, up from HKD 1,128,776,000 as of March 31, 2023, reflecting a growth of approximately 12.5% [4]. - Current assets decreased to HKD 773,933,000 from HKD 1,134,004,000, representing a decline of about 31.8% [4]. - Current liabilities totaled HKD 422,938,000, slightly up from HKD 415,822,000, indicating a marginal increase of about 1.3% [5]. - The net asset value after deducting current liabilities was HKD 1,620,293,000, down from HKD 1,846,958,000, showing a decrease of approximately 12.3% [5]. - The company’s net assets as of September 30, 2023, were HKD 1,396,438,000, compared to HKD 1,467,251,000 as of March 31, 2023, reflecting a decrease of approximately 4.8% [20]. Cash Flow and Investments - Operating cash flow before tax improved to HKD 9,771,000 from a loss of HKD 75,379,000 year-over-year, indicating a turnaround in operational performance [11]. - The company recorded a fair value loss on equity investments of HKD 72,393,000, compared to a loss of HKD 65,578,000 in the previous year, reflecting ongoing market challenges [11]. - Cash flow from investment activities for the period was HKD 110,842,000, a significant increase from HKD 1,085,000 in the prior year [53]. - The company received dividends from equity investments amounting to HKD 33,723,000, a substantial increase from HKD 1,350,000 in the previous year [53]. - The company recorded a net increase in cash and cash equivalents of HKD 11,697,000 during the period, contrasting with a decrease of HKD 15,809,000 in the same period last year [40]. Market and Operational Strategies - The company plans to continue exploring new market opportunities and product development to enhance future growth prospects [13]. - The company anticipates that the property market will gradually recover and improve due to supportive government policies aimed at stimulating the economy [185]. - The company aims to enhance its market share in the Taiwanese medical market by acquiring distribution rights from Ewac Medical, a leader in water rehabilitation equipment [192]. - The company continues to promote the application of artificial intelligence video analysis technology through its subsidiary, Axxonsoft Hong Kong Limited, which offers various functionalities such as behavior analysis and property value assessment [193]. - The company is implementing effective cost management strategies and maintaining strict credit control measures to enhance competitiveness amid a challenging operating environment [194]. Financial Reporting and Standards - The group has adopted new and revised Hong Kong Financial Reporting Standards, which did not have a significant impact on the financial position and performance for the current and prior periods [14]. - The company did not adopt any new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective [28]. - The group’s management team is responsible for determining the fair value measurement policies and procedures for financial instruments, reporting directly to the board of directors [119]. Property and Rental Income - The rental income from a single customer in the property development and investment segment was approximately HKD 9,057,000, compared to HKD 9,458,000 in the previous year, indicating a decrease of about 4.2% [35]. - Revenue for the property development and investment segment was approximately HKD 33,887,000, a significant decrease of about 44% compared to HKD 60,384,000 in the same period last year [141]. - The average monthly rental income from a related company was HKD 18,000 for the period, consistent with the previous year [93]. - Rental income decreased from approximately HKD 10,627,000 to about HKD 8,232,000, a decline of approximately 23% due to the average exchange rate of RMB to HKD dropping from 1.16 to 1.10 [127]. - The company’s completed properties held for sale were valued at HKD 416,495,000 as of September 30, 2023, compared to HKD 450,862,000 in the previous year [82].

Financial Performance - The Group recorded a total turnover of approximately HK$97.6 million for the year ended 31 March 2023, a decrease of approximately 11.82% from HK$110.0 million in 2022[11]. - The net loss attributable to owners of the Company was approximately HK$91.0 million, representing an increase in loss of approximately HK$63.7 million or 233% compared to the previous year[11]. - The consolidated net assets value as of 31 March 2023 was approximately HK$1,467 million, down from approximately HK$1,672 million in 2022[12]. - The consolidated net assets value per share decreased to approximately HK$1.00 from approximately HK$1.14 per share in the previous year[12]. - The loss per share for the reporting period was 6.20 HK cents, compared to 2.42 HK cents in 2022, indicating a significant increase in losses per share[12]. - The significant increase in loss was attributed to a fair value loss on equity investments, which changed from a gain of approximately HK$110.2 million in 2022 to a loss of approximately HK$75.7 million in the reporting period[55]. - The Group's net gearing ratio increased to approximately 31% as at 31 March 2023, compared to 25% in 2022[143]. - The net asset liability ratio increased to approximately 31% as of 31 March 2023, up from 25% in the previous year[178]. - The Group's total assets as of 31 March 2023 were approximately HK$2,262,780,000, with total liabilities of approximately HK$795,529,000[175]. Market Conditions - The Group's performance was impacted by the challenging global economic conditions, although overall economic activities improved compared to the prior year[19]. - The regulatory environment for the property market has gradually relaxed, with supportive financial measures introduced to stabilize the market[7]. - The real estate market in China continued to experience weak demand, with both transaction volumes and prices declining, indicating a challenging environment for property developers[51]. - The Chinese government's measures to support economic and real estate market stability are ongoing, but consumer confidence and willingness to purchase homes remain low, posing challenges for economic growth in 2023[184][186]. - In 2023, inflation is expected to remain high, with interest rates having little room for cuts, leading to a slowdown in global economic growth and potential recessions in major economies[184][186]. Business Strategy and Development - The Group plans to continue focusing on market expansion and the development of new products and technologies in response to market demands[1]. - The Group is actively seeking suitable investment opportunities to enhance cash flow and improve the balance sheet amid global economic instability[62]. - The Group aims to maintain consumer confidence in the real estate market through strategic initiatives and supportive policies[7]. - The Group is optimistic about the potential recovery of China's macro economy and property market, driven by easing pandemic conditions and adjustments in policies[59]. - The Group has established a solution showcase center to demonstrate technology applications and increase customer interaction[80]. - The Group plans to sell Sections C and G together to leverage synergies for higher returns, with discussions on potential sales still in preliminary stages[190]. Revenue and Segment Performance - Revenue from property sales increased significantly from approximately HK$7,166,000 in 2022 to approximately HK$10,910,000 in 2023, representing a significant increase of approximately 52%[88]. - Segment profit for the property development and investment segment amounted to approximately HK$36,367,000, a turnaround from a loss of HK$118,976,000 in 2022, primarily due to a fair value gain on investment properties of approximately HK$46,284,000[89]. - Revenue from the hotel operation segment recorded approximately HK$10,569,000 in 2023, an increase from HK$9,052,000 in 2022[100]. - Revenue from the trading business decreased to approximately HK$97,563,000 for the year ended 31 March 2023, a decline of approximately 11% from HK$109,995,000 in 2022[115]. - Revenue from the pandemic prevention products segment recorded approximately HK$52,176,000, a decrease of approximately 25% from HK$69,584,000 in 2022[154][156]. - Revenue from the trading of home security and automation products decreased by approximately 43%, from HK$12,086,000 in 2022 to HK$6,831,000 in 2023[128]. - The Group's revenue from property development and investment for the year ended 31 March 2023 was approximately HK$34,818,000, representing an increase of approximately 11% compared to HK$31,359,000 in 2022[114]. Technological Advancements - The Group is actively promoting AI video analysis technology for home security and automation products, enhancing service quality and operational efficiency[48]. - The Group's AI-based video analysis technology is being applied to various functions, including monitoring customer traffic patterns for financial institutions[108]. - The introduction of the Tyromotion Lexo lower limb gait training robot has reduced preparation time from fifteen minutes to two minutes, enhancing operational efficiency[70]. - The Group has successfully installed the first Lexo medical equipment in a hospital in Taiwan, marking a significant advancement in medical technology[40]. Cost Management - The Group plans to minimize costs to strengthen cash flows and improve financial targets amid global economic instability[60]. - The Group's gross profit margin increased to approximately 52.0%, up by approximately 5.2 percentage points from 46.8% in the previous year, mainly due to higher margins from property sales[138]. - The Group's gross profit margin was adversely affected due to a significant drop in sales prices to clear old slow-moving inventories[171].