香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容 而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 迪 臣 發 展 國 際 集 團 有 限 公 司 * （於百慕達註冊成立之有限責任公司） （股份代號：262） 截至二零二三年三月三十一日止年度之年度業績 迪臣發展國際集團有限公司（「本公司」）之董事會（「董事會」）謹此宣佈本公司及其附屬公 司（統稱「本集團」）截至二零二三年三月三十一日止年度（「報告期間」或「本年度」）之綜合 業績，連同截至二零二二年三月三十一日止年度之比較數字如下： 於本公告內，「我們」或「我們的」指本公司，或如文義另有所指，則指本集團。 綜合損益表 截至二零二三年三月三十一日止年度 二零二三年 二零二二年 附註 千港元 千港元 收入 4 97,563 109,995 銷售成本 (46,861) (58,492) 毛利 50,702 51,503 其他收入及收益 4 17,062 17,472 投資物業之公平值收益╱（虧損），淨額 46,284 (73,253) 按公平值計入損益賬之股 ...

Financial Performance - Revenue for the six months ended September 30, 2022, was HKD 60,384,000, an increase of 13.7% compared to HKD 53,402,000 for the same period in 2021[2] - Gross profit for the same period was HKD 29,515,000, up from HKD 26,491,000, reflecting a gross margin improvement[2] - The company reported a loss before tax of HKD 75,379,000, compared to a loss of HKD 8,275,000 in the previous year, indicating a significant decline in performance[2] - The net loss for the period was HKD 69,896,000, compared to a net loss of HKD 9,082,000 in the prior year, representing a substantial increase in losses[2] - Basic and diluted loss per share for the period was HKD 4.73, compared to HKD 0.82 in the same period last year[4] - The company reported a total comprehensive loss of HKD 218,756,000 for the period, compared to a comprehensive income of HKD 17,383,000 in the previous year[9] - The company reported a cash flow from operating activities of (HKD 24,530,000) for the six months ended September 30, 2022, compared to (HKD 15,800,000) in the previous year[22] - The group reported a pre-tax loss of HKD 18,562,000 for 2022, compared to HKD 17,412,000 in 2021[53] - The group reported a net loss attributable to shareholders of approximately HKD 69,317,000, a significant increase from HKD 8,347,000 in the previous period[111] Assets and Liabilities - Total assets as of September 30, 2022, were HKD 2,201,497,000, down from HKD 2,469,855,000 as of March 31, 2022[11] - Current liabilities decreased to HKD 286,815,000 from HKD 418,980,000, indicating improved liquidity management[11] - Non-current liabilities increased to HKD 433,617,000 from HKD 378,751,000, reflecting higher long-term debt obligations[12] - The company's cash and cash equivalents decreased to HKD 24,654,000 from HKD 43,859,000, highlighting a reduction in available cash[11] - The company reported a decrease in total reserves to HKD 1,313,117,000 as of September 30, 2022, down from HKD 1,531,028,000 as of March 31, 2022[19] - The company's total liabilities increased, with a notable rise in bank borrowings to HKD 237,577,000 from HKD 53,689,000 year-on-year[24] - The fair value of interest-bearing bank and other borrowings (including non-current portions) was HKD 291,230,000 as of September 30, 2022, compared to HKD 228,165,000 as of March 31, 2022[92] Revenue Breakdown - Total revenue for the period was HKD 1,065,563,000, reflecting a significant increase from the previous year's figure[18] - Revenue from property development and investment business was HKD 13,251,000 in 2022, significantly up from HKD 5,385,000 in 2021[41] - Sales of medical equipment and home security products generated HKD 32,176,000 in 2022, compared to HKD 30,758,000 in 2021[41] - Rental income from major clients in property development and investment was approximately HKD 9,458,000, up from HKD 7,588,000 in 2021[40] - Revenue from property sales surged by approximately 146%, rising from HKD 5,385,000 to HKD 13,251,000, primarily driven by the sale of commercial units in Kaifeng Expo Plaza[100] - Revenue from medical equipment and health products increased by approximately 29%, from HKD 22,519,000 to HKD 29,063,000, driven by high demand for air purifiers[107] - Revenue from home security and automation products significantly decreased by approximately 62%, from HKD 8,239,000 to HKD 3,113,000, due to project delays caused by lockdowns[108] Cash Flow and Investments - The company reported a net cash flow from investment activities of HKD 1,085,000, up from HKD 523,000 in the previous year[24] - The company’s cash flow from financing activities was HKD 7,636,000, compared to HKD 17,041,000 in the previous year[24] - The company raised approximately HKD 49.9 million through a rights issue, issuing up to 499,390,200 shares at HKD 0.10 per share, with net proceeds of HKD 46.7 million allocated primarily for repaying unsecured loans (79%) and general working capital (21%)[146][151] - The company issued non-listed corporate bonds totaling HKD 20 million at a 10% annual interest rate, with proceeds intended for general working capital[153] Employee and Shareholder Information - As of September 30, 2022, the group employed a total of 155 employees, with 108 based in China[158] - Total employee benefit expenses, including director remuneration, increased from approximately HKD 18,300,000 to about HKD 19,300,000 year-on-year, reflecting a rise of about 5.5%[158] - Major shareholder Sparta Assets holds 524,902,500 shares, representing 35.79% of the total issued share capital[184] - Granda Overseas Holding Co., Ltd. owns 260,548,110 shares, accounting for 17.76% of the total issued share capital[184] - The total number of issued shares as of September 30, 2022, was 1,466,820,600[188] Corporate Governance - The company has adopted the corporate governance code and believes it has complied with most of its provisions during the reporting period[194] - The company deviated from the corporate governance code by having the same individual serve as both Chairman and CEO, which it believes aids in effective business strategy execution[196] - The company did not detect any instances of employees failing to comply with the standard code of conduct[200]

Financial Performance - For the year ended March 31, 2022, the Group recorded a total turnover of approximately HK$110.0 million, an increase from approximately HK$103.8 million in 2021[11]. - The net loss attributable to owners of the Company was approximately HK$27.3 million, a decrease of approximately HK$9.4 million or 25.8% compared to a net loss of HK$36.7 million in 2021[11]. - The loss per share for the Reporting Period was HK2.42 cents, with consolidated net assets valued at approximately HK$1,672 million as of March 31, 2022, compared to HK$1,586 million in 2021[16][19]. - The Group's revenue for the year ended March 31, 2022, was approximately HK$109,995,000, representing a slight increase of approximately 6% compared to HK$103,799,000 in the previous year[28]. - Revenue from the property development and investment business segment decreased significantly by approximately 31%, recording HK$31,359,000 compared to HK$45,300,000 in the previous year[28]. - The Group's financial performance was primarily driven by property sales, rental income from investment properties, and sales of medical equipment and home security products[17][19]. - The Group's consolidated net assets value per share decreased from HK$1.62 as of March 31, 2021, to HK$1.14 as of March 31, 2022, based on the number of shares in issue[16][19]. - Revenue from property sales decreased significantly from approximately HK$24,454,000 for the year ended 31 March 2021 to approximately HK$7,166,000 for the year ended 31 March 2022, representing a decrease of approximately 71%[30]. - Rental income from investment properties increased from approximately HK$20,846,000 for the year ended 31 March 2021 to approximately HK$24,193,000 for the Reporting Period, representing an increase of approximately 16%[38]. - Segment loss from investment properties amounted to approximately HK$118,976,000 during the Reporting Period, compared to a profit of HK$13,375,000 in the previous year[39]. - Revenue from the trading business increased from approximately HK$49,104,000 for the year ended 31 March 2021 to approximately HK$69,584,000 for the year ended 31 March 2022, representing a significant increase of approximately 42%[45]. - The Group's gross profit margin increased to approximately 46.8%, up 2.0 percentage points from 44.8% in the previous year, driven by a higher proportion of rental income[62]. - Other operating income shifted from expenses of approximately HK$11.3 million in 2021 to income of approximately HK$39.4 million in 2022, mainly due to a fair value gain on equity investments of approximately HK$110.2 million[63]. - The Group's share of profits and losses of associates increased significantly to approximately HK$20.8 million, compared to HK$2.0 million in the previous reporting period, representing a 919% increase[64]. Market Conditions - The ongoing COVID-19 pandemic has significantly impacted local consumption and supply chains, particularly during the "5th Wave" in early 2022[11]. - The residential development properties market in Mainland China has seen weakened demand and abundant supply, leading to funding pressures for highly leveraged developers[11]. - The real estate market in China is expected to remain stable in 2022, providing opportunities for diversified development despite ongoing uncertainties due to the COVID-19 pandemic and regulatory pressures[22][24]. - The central government has emphasized that properties are for accommodation, not speculation, aiming to stabilize land and housing prices while promoting healthy market development[18][20]. - The Group anticipates a volatile global economy in the coming year due to factors such as the COVID-19 pandemic, interest rate increases, and geopolitical tensions, making economic recovery unpredictable[75]. - The Group's property development and investment segment is significantly influenced by economic, political, and legal developments in Mainland China, which may affect investment strategies and performance[158]. - The majority of the Group's properties are located in Mainland China, making them vulnerable to the general economic climate and regulatory changes, which can significantly affect financial results[163]. - The COVID-19 pandemic and related government measures have exerted economic pressure on tenants, negatively impacting the Group's financial performance[163]. Strategic Initiatives - The Group's management is focused on addressing short-term and structural challenges in the market to improve performance moving forward[11]. - The Company is exploring new strategies for market expansion and product development to adapt to changing market conditions[11]. - The Group aims to expand distribution channels and introduce a broader range of medical equipment and home security products to boost sales growth in response to increasing demand[93]. - The Group has established a new subsidiary for trading wellness and pandemic prevention products, responding to the COVID-19 pandemic[96]. - The Group is focused on enhancing its asset management capabilities and improving corporate governance to seize development opportunities[106]. - The Group will further develop its trading business in medical equipment and security products, exploring new trading opportunities[105]. Operational Challenges - The Group's hotel operations in Kaifeng, PRC, have been significantly impacted by the COVID-19 pandemic, leading to fluctuations in revenue and increased costs[168]. - The overall segment operating loss for the hotel business increased significantly to approximately HK$24,598,000, up 361% from HK$5,339,000 in 2021, largely due to property revaluation deficits[53]. - Despite the pandemic, all ongoing property development projects have resumed without material delays, maintaining sufficient liquidity and working capital during the reporting period[169]. - The Group will continue to reinforce cost control and monitor cash flow to mitigate the impact of the COVID-19 pandemic and uncertainties[171]. Governance and Compliance - The Group's financial controller and company secretary is Mr. Lam Wing Wai, Angus, HKICPA, ensuring compliance and governance[4]. - The Company is listed on the Main Board of The Stock Exchange of Hong Kong Limited under stock code 262[7]. - The Group reported no cases of material non-compliance with laws and regulations for the year ended March 31, 2022[178]. - The Group's compliance with PRC taxation and foreign currency exchange regulations is part of its operational framework[178]. - The remuneration of directors is subject to shareholder approval at the annual general meeting, with other compensation determined by the Board based on performance and group results[196]. Employee and Operational Metrics - Total employee benefits expenses, including directors' emoluments, were approximately HK$39.9 million, an increase from HK$36.9 million in the previous year, attributed to higher sales commissions[134]. - As of March 31, 2022, the Group had 173 employees, with 116 based in the PRC and the remainder in Hong Kong[134]. - Employee salaries are maintained at a competitive level and reviewed annually, with reference to local minimum wage guidelines[179]. - The Group has adopted a share option scheme to attract and retain personnel, aligning employee interests with the Group's[180]. - The Group's discretionary bonuses for eligible employees are based on profit achievements and individual performance[180]. Investment and Financing Activities - The Group completed a rights issue on 31 December 2021, raising net proceeds of HK$46,707,000 after expenses[119]. - 79% of the net proceeds from the rights issue, amounting to HK$37,100,000, were utilized for the repayment of unsecured loans[129]. - The remaining 21% of the net proceeds, amounting to HK$9,607,000, were allocated for general working capital[129]. - The Group entered into a placing agreement for unlisted corporate bonds with an aggregate principal amount of HK$20,000,000 at an interest rate of 10% per annum[72]. - The Group's total investment in Excel Castle International Limited was approximately HK$80 million as of March 31, 2022[111]. - The Group owns a 30% equity interest in Pamfleet China, which manages the Pamfleet Shanghai Real Estate Fund II (PSREFII) with a total investment cost of approximately HK$6.2 million[113]. Future Outlook - The Group anticipates stable economic growth in Mainland China, supported by accommodative monetary policy and fiscal stimulus from the central government[79]. - The Group is committed to sustainable practices, focusing on efficient resource utilization and environmental friendliness[174].

[Interim Condensed Consolidated Financial Statements](index=2&type=section&id=Interim%20Condensed%20Consolidated%20Financial%20Statements) [Interim Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended September 30, 2021, the Group's revenue increased by 14% to HK$53,402 thousand, but loss before tax slightly expanded to HK$8,275 thousand due to a significant increase in finance costs, while loss attributable to owners of the Company narrowed | Indicator | 2021 (HK$ Thousand) | 2020 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 53,402 | 46,783 | | Cost of sales | (26,911) | (25,906) | | Gross profit | 26,491 | 20,877 | | Other income and gains | 8,943 | 9,111 | | Administrative expenses | (33,871) | (32,635) | | Other operating income / (expenses), net | 2,746 | (1,949) | | Finance costs | (12,971) | (3,877) | | Share of profits and losses of associates | 387 | 257 | | Loss before tax | (8,275) | (8,216) | | Income tax expense | (807) | (1,673) | | Loss for the period | (9,082) | (9,889) | | Loss attributable to owners of the Company | (8,347) | (9,394) | | Basic loss per share (HK cents) | (0.85) | (0.96) | - Revenue for the period increased by **14% year-on-year**, primarily due to business expansion[2](index=2&type=chunk) - Finance costs significantly increased by **234.5% to HK$12,971 thousand**, a major factor contributing to the expanded loss before tax[2](index=2&type=chunk) [Interim Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) The Group's total comprehensive income for the six months ended September 30, 2021, was HK$17,383 thousand, a significant decrease from HK$40,230 thousand in the prior year, mainly due to reduced exchange differences arising from the translation of overseas operations | Indicator | 2021 (HK$ Thousand) | 2020 (HK$ Thousand) | | :--- | :--- | :--- | | Loss for the period | (9,082) | (9,889) | | Exchange differences arising from translation of overseas operations | 25,631 | 48,593 | | Share of other comprehensive income of associates | 834 | 1,526 | | Total comprehensive income for the period | 17,383 | 40,230 | | Total comprehensive income attributable to owners of the Company | 18,067 | 40,677 | | Total comprehensive income attributable to non-controlling interests | (684) | (447) | - Exchange differences arising from the translation of overseas operations significantly decreased from **HK$48,593 thousand in 2020 to HK$25,631 thousand in 2021**, leading to a notable reduction in total comprehensive income[4](index=4&type=chunk) [Interim Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of September 30, 2021, the Group's total assets slightly increased, with both non-current and current assets rising, and total equity also grew, indicating a stable financial position | Indicator | September 30, 2021 (HK$ Thousand) | March 31, 2021 (HK$ Thousand) | | :--- | :--- | :--- | | **Non-current assets** | | | | Property, plant and equipment | 314,476 | 315,696 | | Investment properties | 1,059,000 | 1,041,350 | | Investments in associates | 28,939 | 27,606 | | Equity investments at fair value through profit or loss | 121,795 | 125,224 | | **Current assets** | | | | Properties under development for sale and properties held for sale | 796,582 | 760,270 | | Trade receivables | 23,543 | 22,536 | | Cash and cash equivalents | 19,328 | 20,372 | | **Current liabilities** | | | | Trade payables | 6,351 | 5,824 | | Interest-bearing bank and other borrowings | 280,538 | 266,572 | | **Non-current liabilities** | | | | Interest-bearing bank and other borrowings | 207,600 | 218,890 | | Deferred tax liabilities | 193,245 | 191,791 | | **Equity** | | | | Total equity | 1,604,463 | 1,586,422 | - Investment properties increased from **HK$1,041,350 thousand to HK$1,059,000 thousand**, and properties under development for sale and properties held for sale increased from **HK$760,270 thousand to HK$796,582 thousand**, indicating an expansion in property asset scale[6](index=6&type=chunk) - Total current liabilities increased from **HK$393,936 thousand to HK$433,484 thousand**, primarily due to an increase in interest-bearing bank and other borrowings[6](index=6&type=chunk) [Interim Condensed Consolidated Statement of Changes in Equity](index=6&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended September 30, 2021, the Group's total equity increased from HK$1,586,422 thousand at the beginning of the period to HK$1,604,463 thousand at the end, mainly influenced by an increase in the exchange fluctuation reserve - Total equity attributable to owners of the Company increased from **HK$1,589,401 thousand to HK$1,607,514 thousand**[8](index=8&type=chunk) - Exchange differences led to a significant increase in the exchange fluctuation reserve, which was the main contribution to total comprehensive income for the period[4](index=4&type=chunk)[11](index=11&type=chunk) - Contributed surplus refers to the difference between the nominal value of shares in subsidiaries acquired during reorganization and the nominal value of shares issued, while reserve funds include statutory reserves that Chinese mainland subsidiaries are required to allocate from after-tax profits[15](index=15&type=chunk) [Interim Condensed Consolidated Statement of Cash Flows](index=8&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended September 30, 2021, the Group's net cash flow from operating activities was negative, but positive cash flows from investing and financing activities resulted in a net increase in cash and cash equivalents, improving the period-end cash position | Indicator | 2021 (HK$ Thousand) | 2020 (HK$ Thousand) | | :--- | :--- | :--- | | Net cash flows used in operating activities | (15,800) | (32,132) | | Net cash flows from / (used in) investing activities | 523 | (6,461) | | Net cash flows from financing activities | 17,041 | 32,212 | | Net increase / (decrease) in cash and cash equivalents | 1,764 | (6,381) | | Cash and cash equivalents at end of period | 10,165 | (3,775) | - Net cash flows used in operating activities narrowed from **(HK$32,132) thousand in 2020 to (HK$15,800) thousand in 2021**, indicating reduced cash outflow pressure from operating activities[17](index=17&type=chunk)[19](index=19&type=chunk) - Cash flows from investing activities turned from a net outflow of **(HK$6,461) thousand in 2020 to a net inflow of HK$523 thousand in 2021**, primarily due to proceeds from equity investments at fair value through profit or loss[19](index=19&type=chunk) [Notes to the Interim Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Statements) [1. Basis of Preparation](index=11&type=section&id=1.%20Basis%20of%20Preparation) These interim financial statements are prepared in accordance with HKAS 34 and the Listing Rules, using the historical cost convention and fair value measurement for property, plant and equipment, investment properties, and equity investments, with no material impact from adopted amendments - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and Appendix 16 of the Listing Rules of the Stock Exchange[23](index=23&type=chunk) - The Group has adopted amendments related to interest rate benchmark reform and COVID-19-related rent concessions, but these have no material impact on the interim financial position and performance due to no interest rate replacement and insignificant rent relief effects[25](index=25&type=chunk)[26](index=26&type=chunk)[28](index=28&type=chunk) [2. Segment Information](index=14&type=section&id=2.%20Segment%20Information) The Group has three reportable operating segments: property development and investment, trading, and "other" (hotel operations), with management independently monitoring each segment's performance based on adjusted profit/loss before tax, and inter-segment transactions conducted at market prices - The Group primarily operates three business segments: property development and investment, trading (medical equipment and home security), and hotel operations[30](index=30&type=chunk) - Segment performance is assessed based on adjusted profit/loss before tax, excluding bank interest income, dividend income, fair value gains, finance costs, share of profits and losses of associates, and unallocated head office and corporate expenses[31](index=31&type=chunk) [Segment Revenue and Results](index=15&type=section&id=Segment%20Revenue%20and%20Results) For the six months ended September 30, 2021, trading business contributed the most revenue, property development and investment business saw significant growth in operating profit, while the "other" business (hotel) continued to record an operating loss | Segment | 2021 Revenue (HK$ Thousand) | 2020 Revenue (HK$ Thousand) | 2021 Operating Profit / (Loss) (HK$ Thousand) | 2020 Operating Profit / (Loss) (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Property development and investment business | 17,235 | 23,823 | 3,463 | 905 | | Trading business | 30,758 | 22,960 | 4,693 | 734 | | Other | 5,409 | — | (2,036) | (1,799) | | Total | 53,402 | 46,783 | 6,120 | (160) | - Trading business revenue increased by **34% year-on-year to HK$30,758 thousand**, becoming the largest revenue source for the period[33](index=33&type=chunk) - Operating profit from property development and investment business significantly increased from **HK$905 thousand to HK$3,463 thousand**, a growth of **282.6%**[33](index=33&type=chunk)[35](index=35&type=chunk) [Geographical Information](index=17&type=section&id=Geographical%20Information) The Group's revenue primarily originates from Hong Kong and Chinese mainland, with Chinese mainland contributing a slightly higher proportion, and both regions achieving revenue growth | Region | 2021 Revenue (HK$ Thousand) | 2020 Revenue (HK$ Thousand) | | :--- | :--- | :--- | | Hong Kong | 23,070 | 16,922 | | Chinese mainland | 30,332 | 29,861 | | Consolidated | 53,402 | 46,783 | - Hong Kong region revenue increased by **36.3% year-on-year to HK$23,070 thousand**, while Chinese mainland revenue slightly increased by **1.6% to HK$30,332 thousand**[37](index=37&type=chunk) [Information about Major Customers](index=17&type=section&id=Information%20about%20Major%20Customers) During the reporting period, the property development and investment business segment generated approximately HK$7,588,000 in rental income from a single customer, whereas in the prior year, no single customer's revenue exceeded 10% of the Group's total revenue - The property development and investment business segment had one single customer contributing **HK$7,588,000 in rental income**[38](index=38&type=chunk) [3. Revenue, Other Income and Gains](index=18&type=section&id=3.%20Revenue%2C%20Other%20Income%20and%20Gains) The Group's revenue primarily stems from trading business and total rental income, with hotel operations contributing revenue for the first time this period, while other income and gains mainly include dividend income and rental income, and government grants have ceased - Total revenue increased from **HK$46,783 thousand to HK$53,402 thousand**, primarily driven by trading business and hotel operations revenue[40](index=40&type=chunk) - Total other income and gains amounted to **HK$8,943 thousand**, a slight decrease from **HK$9,111 thousand** in the prior year, mainly due to the cessation of government grants[48](index=48&type=chunk) [Revenue Analysis](index=18&type=section&id=Revenue%20Analysis) The revenue structure changed this period, with significant growth in trading business revenue, first-time contribution from hotel operations, and a decrease in property development and investment business revenue | Revenue Source | 2021 (HK$ Thousand) | 2020 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue from property development and investment business | 5,385 | 13,550 | | Revenue from trading of medical equipment and home security and automation products | 30,758 | 22,960 | | Hotel operations | 5,409 | — | | Total rental income | 11,850 | 10,273 | | Total | 53,402 | 46,783 | - Trading business revenue increased by **34% year-on-year to HK$30,758 thousand**, becoming the main revenue source[40](index=40&type=chunk) - Hotel operations contributed **HK$5,409 thousand in revenue for the first time in 2021**[40](index=40&type=chunk) [Performance Obligations](index=19&type=section&id=Performance%20Obligations) The Group's performance obligations vary across property sales, goods sales, and hotel operations, with property sales completed when the buyer obtains ownership, goods sales upon product delivery, and hotel operations upon service provision - Performance obligations for property sales are satisfied when the buyer obtains physical or legal title to the completed property[44](index=44&type=chunk) - Performance obligations for goods sales are satisfied upon product delivery, with accounts typically payable within **90 days** after delivery[46](index=46&type=chunk) - Performance obligations for hotel operations are satisfied when services are provided, and for food and beverage operations, when control of food and beverages is transferred[47](index=47&type=chunk) [Other Income and Gains Analysis](index=20&type=section&id=Other%20Income%20and%20Gains%20Analysis) Other income and gains primarily derived from dividend income and total rental income, while government grants ceased this period | Item | 2021 (HK$ Thousand) | 2020 (HK$ Thousand) | | :--- | :--- | :--- | | Bank interest income | 62 | 83 | | Dividend income from an equity investment at fair value through profit or loss | 1,500 | 1,300 | | Total rental income | 2,896 | 2,667 | | Government grants | — | 955 | | Others | 4,485 | 4,106 | | Total | 8,943 | 9,111 | - Government grants were **zero in 2021**, compared to **HK$955 thousand in 2020**, which is the main reason for the decrease in total other income and gains[48](index=48&type=chunk) [4. Loss Before Tax](index=21&type=section&id=4.%20Loss%20Before%20Tax) The Group's loss before tax was primarily affected by the cost of properties sold, employee benefit expenses, and finance costs, with fair value gains on equity investments at fair value through profit or loss recognized this period partially offsetting the loss | Item | 2021 (HK$ Thousand) | 2020 (HK$ Thousand) | | :--- | :--- | :--- | | Cost of properties sold | 3,848 | 9,884 | | Cost of inventories sold and services rendered | 23,063 | 16,022 | | Provision for / (reversal of provision for) inventories | 36 | (229) | | Depreciation | 6,530 | 6,577 | | Employee benefit expenses (including directors' emoluments) | 17,412 | 16,203 | | Directors' emoluments | 4,874 | 4,831 | | Fair value gain on an equity investment at fair value through profit or loss | (2,252) | — | | Exchange differences, net | (494) | 2,157 | - Employee benefit expenses (including directors' emoluments) increased from **HK$16,203 thousand to HK$17,412 thousand**[50](index=50&type=chunk) - A fair value gain of **HK$2,252 thousand** on an equity investment at fair value through profit or loss was recognized this period, with no such gain in the prior year[50](index=50&type=chunk) [5. Finance Costs](index=22&type=section&id=5.%20Finance%20Costs) The Group's finance costs significantly increased, primarily due to higher interest on bank and other borrowings, despite some interest being capitalized | Item | 2021 (HK$ Thousand) | 2020 (HK$ Thousand) | | :--- | :--- | :--- | | Interest on bank and other borrowings | 17,643 | 15,481 | | Less: Interest capitalised | (4,672) | (11,604) | | Total | 12,971 | 3,877 | - Total finance costs significantly increased by **234.5% from HK$3,877 thousand to HK$12,971 thousand**[53](index=53&type=chunk) - Capitalized interest substantially decreased from **HK$11,604 thousand to HK$4,672 thousand**, leading to a notable increase in net finance costs[53](index=53&type=chunk) [6. Income Tax](index=22&type=section&id=6.%20Income%20Tax) The Group's income tax expense primarily arose from Chinese mainland land appreciation tax and other regional taxes, with Hong Kong profits tax being zero this period, and overall income tax expense decreased compared to the prior year | Item | 2021 (HK$ Thousand) | 2020 (HK$ Thousand) | | :--- | :--- | :--- | | Hong Kong current period expense | — | 10 | | Other regions current period expense | 282 | 560 | | Chinese mainland land appreciation tax | 360 | 896 | | Deferred | 165 | 207 | | Total tax expense for the period | 807 | 1,673 | - Total tax expense for the period decreased from **HK$1,673 thousand to HK$807 thousand**, a reduction of **51.7%**[57](index=57&type=chunk) - Chinese mainland land appreciation tax is levied at progressive rates from **30% to 60%** on the appreciation of land value[56](index=56&type=chunk) [7. Dividends](index=23&type=section&id=7.%20Dividends) The Board does not recommend the payment of any interim dividend for the six months ended September 30, 2021, consistent with the prior year - No interim dividends were paid for the current period or the prior year[58](index=58&type=chunk) [8. Loss Per Share Attributable to Ordinary Equity Holders of the Company](index=24&type=section&id=8.%20Loss%20Per%20Share%20Attributable%20to%20Ordinary%20Equity%20Holders%20of%20the%20Company) For the six months ended September 30, 2021, the basic and diluted loss per share attributable to owners of the Company was HK$0.85 cents, a narrowing from HK$0.96 cents in the prior year, mainly due to a decrease in loss attributable to owners of the Company | Indicator | 2021 (HK$ Thousand/Share) | 2020 (HK$ Thousand/Share) | | :--- | :--- | :--- | | Loss attributable to ordinary equity holders of the Company | (8,347) | (9,394) | | Weighted average number of ordinary shares in issue | 977,880,400 | 977,880,400 | | Basic and diluted loss per share (HK cents) | (0.85) | (0.96) | - Share options had an anti-dilutive effect on the basic loss per share for the period and were therefore not adjusted[61](index=61&type=chunk) - The weighted average number of ordinary shares in issue remained unchanged at **977,880,400 shares** during the period[60](index=60&type=chunk)[61](index=61&type=chunk) [9. Investment Properties](index=25&type=section&id=9.%20Investment%20Properties) The carrying amount of the Group's investment properties increased, primarily due to exchange adjustments, and some investment properties have been pledged as collateral for bank credit facilities | Item | September 30, 2021 (HK$ Thousand) | March 31, 2021 (HK$ Thousand) | | :--- | :--- | :--- | | Carrying amount at beginning of period / year | 1,041,350 | 947,100 | | Net gain from fair value adjustments | — | 24,950 | | Exchange adjustments | 17,650 | 69,300 | | Carrying amount at end of period / year | 1,059,000 | 1,041,350 | - The carrying amount of investment properties increased from **HK$1,041,350 thousand as of March 31, 2021, to HK$1,059,000 thousand as of September 30, 2021**[64](index=64&type=chunk) - Investment properties with a total carrying amount of **HK$583,200 thousand** have been pledged as collateral for bank credit facilities[65](index=65&type=chunk) [10. Equity Investments at Fair Value Through Profit or Loss](index=25&type=section&id=10.%20Equity%20Investments%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) The Group's total equity investments at fair value through profit or loss slightly decreased, mainly comprising unlisted equity investments in Century Rosy Limited, Dickson Development International Group Investment Limited, and Top Fortress International Limited, with HK$1,500 thousand in dividends received from DDIHIL this period | Investment Item | September 30, 2021 (HK$ Thousand) | March 31, 2021 (HK$ Thousand) | | :--- | :--- | :--- | | Century Rosy Limited | 13,172 | 13,172 | | Dickson Development International Group Investment Limited | 53,779 | 53,779 | | Top Fortress International Limited | 51,050 | 51,050 | | Pamfleet Shanghai Real Estate Fund II, L.P. | 3,794 | 3,794 | | Sky Fox Limited | — | 3,429 | | Total | 121,795 | 125,224 | - Dividends of **HK$1,500 thousand** were received from Dickson Development International Group Investment Limited (DDIHIL) this period, an increase from **HK$1,300 thousand** in the prior year[68](index=68&type=chunk) - The investment in Sky Fox Limited became **zero** this period, leading to a decrease in the total amount[66](index=66&type=chunk) [11. Properties Under Development for Sale and Properties Held for Sale](index=26&type=section&id=11.%20Properties%20Under%20Development%20for%20Sale%20and%20Properties%20Held%20for%20Sale) The Group's total properties under development for sale and completed properties held for sale increased, with most properties under development expected to be recovered within one year, and some properties pledged as collateral for bank credit facilities | Item | September 30, 2021 (HK$ Thousand) | March 31, 2021 (HK$ Thousand) | | :--- | :--- | :--- | | Completed properties held for sale | 569,283 | 563,971 | | Properties under development for sale | 227,299 | 196,299 | | Total | 796,582 | 760,270 | - Properties under development for sale increased from **HK$196,299 thousand to HK$227,299 thousand**, and all are expected to be recovered within one year[69](index=69&type=chunk) - Completed properties held for sale and properties under development for sale with a total carrying amount of **HK$170,640 thousand** have been pledged as collateral for bank credit facilities[69](index=69&type=chunk) [12. Trade Receivables](index=27&type=section&id=12.%20Trade%20Receivables) The Group's total trade receivables slightly increased, primarily concentrated in amounts due within 90 days, and the Group maintains strict oversight over trade receivables with no significant concentration of credit risk | Ageing | September 30, 2021 (HK$ Thousand) | March 31, 2021 (HK$ Thousand) | | :--- | :--- | :--- | | Within 90 days | 15,435 | 13,620 | | 91 to 180 days | 3,932 | 5,565 | | 181 to 360 days | 2,544 | 1,227 | | Over 360 days | 1,632 | 2,124 | | Total | 23,543 | 22,536 | - Total trade receivables increased from **HK$22,536 thousand to HK$23,543 thousand**[72](index=72&type=chunk) - The Group primarily enters into trade terms with customers on an open account basis, with credit periods generally **90 days for goods sales and up to 180 days for property sales**[71](index=71&type=chunk) [13. Trade Payables](index=28&type=section&id=13.%20Trade%20Payables) The Group's total trade payables slightly increased, primarily concentrated in amounts due over 360 days, and trade payables are interest-free and generally settled within 30 days | Ageing | September 30, 2021 (HK$ Thousand) | March 31, 2021 (HK$ Thousand) | | :--- | :--- | :--- | | Within 90 days | 2,312 | 1,391 | | 91 to 180 days | 187 | 584 | | 181 to 360 days | 175 | 191 | | Over 360 days | 3,677 | 3,658 | | Total | 6,351 | 5,824 | - Total trade payables increased from **HK$5,824 thousand to HK$6,351 thousand**[74](index=74&type=chunk) - Trade payables due over **360 days** accounted for the largest proportion, at **HK$3,677 thousand**[74](index=74&type=chunk) [14. Share Capital](index=28&type=section&id=14.%20Share%20Capital) The Company's authorized share capital is HK$150,000 thousand, and its issued and fully paid share capital is HK$97,788 thousand, remaining unchanged during the reporting period | Item | September 30, 2021 (HK$ Thousand) | March 31, 2021 (HK$ Thousand) | | :--- | :--- | :--- | | Authorized share capital: 1,500,000,000 ordinary shares of HK$0.10 each | 150,000 | 150,000 | | Issued and fully paid share capital: 977,880,400 ordinary shares of HK$0.10 each | 97,788 | 97,788 | - The Company's issued and fully paid share capital is **HK$97,788 thousand**, comprising **977,880,400 ordinary shares of HK$0.10 each**, with no changes during the reporting period[75](index=75&type=chunk) [15. Related Party Transactions](index=29&type=section&id=15.%20Related%20Party%20Transactions) The Group engaged in several significant transactions with related parties, including management fee income, management fee payments, and rental income, all constituting continuing connected transactions as defined by the Listing Rules | Transaction Type | 2021 (HK$ Thousand) | 2020 (HK$ Thousand) | | :--- | :--- | :--- | | Management fee income from a related company | 27 | 58 | | Management fee income from an associate | 380 | 163 | | Management fee paid to a related company | 210 | — | | Rental income from a related company | 113 | 153 | | Rental income from an associate | 50 | — | - Management fee income from associates significantly increased from **HK$163 thousand to HK$380 thousand**[77](index=77&type=chunk) - This period marked the first payment of **HK$210 thousand** in management fees to a related company and the first receipt of **HK$50 thousand** in rental income from an associate[77](index=77&type=chunk) [16. Fair Value and Fair Value Hierarchy of Financial Instruments](index=31&type=section&id=16.%20Fair%20Value%20and%20Fair%20Value%20Hierarchy%20of%20Financial%20Instruments) The Group's fair value measurement of financial instruments primarily involves equity investments at fair value through profit or loss and interest-bearing bank and other borrowings, with unlisted equity investments classified as Level 3, using market-based valuation methods and considering illiquidity discounts | Item | Carrying Amount as of September 30, 2021 (HK$ Thousand) | Fair Value as of September 30, 2021 (HK$ Thousand) | | :--- | :--- | :--- | | Equity investments at fair value through profit or loss | 121,795 | 121,795 | | Interest-bearing bank and other borrowings (with non-current portion) | 237,600 | 237,600 | - Fair value measurement of unlisted equity investments is classified as **Level 3**, with valuation based on assumptions supported by observable market prices or rates, and applying a discount for lack of marketability[87](index=87&type=chunk)[90](index=90&type=chunk) - The Group has no financial liabilities measured at fair value, and there were no transfers between fair value hierarchy levels for financial assets and liabilities during the reporting period[88](index=88&type=chunk)[92](index=92&type=chunk) [17. Events After the Reporting Period](index=34&type=section&id=17.%20Events%20After%20the%20Reporting%20Period) The Company proposes a rights issue to allot 499,390,200 rights shares at a subscription price of HK$0.10 per share, aiming to raise a gross amount of approximately HK$49,900,000, with net proceeds of approximately HK$48,000,000 to be used for repaying unsecured loans and general working capital - The Company plans a rights issue on the basis of **one rights share for every two existing shares held**[94](index=94&type=chunk) - The rights issue is expected to raise a gross amount of approximately **HK$49,900,000**, with net proceeds estimated at no more than approximately **HK$48,000,000**[94](index=94&type=chunk) - The net proceeds will primarily be used to repay approximately **HK$38,000,000 in unsecured loans** and approximately **HK$10,000,000 for general working capital**[94](index=94&type=chunk) [Management Discussion and Analysis](index=35&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=35&type=section&id=Business%20Review) Despite the global economy being affected by the COVID-19 pandemic, the Group's turnover still increased by 14%, with property development and investment revenue decreasing but operating profit growing, trading business revenue and profit significantly increasing, and hotel business contributing revenue for the first time but still recording a loss - The Group's turnover was approximately **HK$53,402 thousand**, an increase of approximately **14%** compared to the prior year[99](index=99&type=chunk) - Net loss attributable to owners of the Company was approximately **HK$8,347 thousand**, a decrease from **HK$9,394 thousand** in the prior year, mainly due to increased medical equipment sales and fair value gains on equity investments[112](index=112&type=chunk) [Macroeconomic Environment](index=35&type=section&id=Macroeconomic%20Environment) Global economic recovery is affected by COVID-19 variants, leading to subdued economic activity, while the Chinese mainland economy shows encouraging recovery with government stimulus, and Hong Kong's economy, despite pandemic impacts, is generally regaining momentum - Global economic recovery was severely impacted by the outbreak of COVID-19, with variants leading to cross-border restrictions and subdued economic activity[96](index=96&type=chunk) - Chinese mainland saw a recovery in trade and business activities under strict prevention measures and loose monetary policy, recording significant year-on-year GDP growth[96](index=96&type=chunk) - Hong Kong's economy, despite pandemic effects, has generally regained momentum with improved consumption and merchandise exports, as vaccination rates increased and infection cases remained low[96](index=96&type=chunk) [Property Development and Investment Business](index=36&type=section&id=Property%20Development%20and%20Investment%20Business) Property development and investment business turnover decreased by 28% to HK$17,235 thousand, mainly due to a significant drop in property sales revenue; however, investment property rental income grew by 15%, and segment operating profit significantly increased, benefiting from other income received for constructing buildings as required by the government - Property development and investment business turnover was approximately **HK$17,235 thousand**, a decrease of approximately **28%** compared to the prior year[100](index=100&type=chunk) - Property sales turnover significantly decreased by approximately **60% to HK$5,385 thousand**, primarily from the sale of remaining residential units at Kaifeng Expo Plaza in China[101](index=101&type=chunk) - Investment property rental income increased by approximately **15% to HK$11,850 thousand**, mainly because no rent concessions were provided during this reporting period[102](index=102&type=chunk) - Segment operating profit was approximately **HK$3,463 thousand**, a significant increase from approximately **HK$905 thousand** in the prior year, primarily due to other income received for constructing buildings as required by local authorities in Kaifeng[104](index=104&type=chunk) [Trading Business](index=37&type=section&id=Trading%20Business) Trading business turnover increased by 34% to HK$30,758 thousand, driven by increased sales of medical equipment, health, and anti-epidemic products, including a HK$4,200 thousand contribution from the installation of a hydrotherapy pool at Haven of Hope Hospital in Hong Kong, with segment operating profit also significantly growing - Trading business turnover was approximately **HK$30,758 thousand**, an increase of approximately **34%** compared to the previous reporting period[105](index=105&type=chunk) - Turnover from trading of medical equipment, health, and anti-epidemic products increased by approximately **37% to HK$22,519 thousand**, including a **HK$4,200 thousand** contribution from the installation of a hydrotherapy pool for Haven of Hope Hospital in Hong Kong[106](index=106&type=chunk) - Turnover from trading of home security and automation products increased by approximately **26% to HK$8,239 thousand**, benefiting from the recovery of the Chinese market and rising demand[107](index=107&type=chunk) - Segment operating profit was approximately **HK$4,693 thousand**, a significant increase from **HK$734 thousand** in the prior year, primarily due to increased medical equipment sales[109](index=109&type=chunk) ["Other" Business (Mainly Operating a Hotel)](index=38&type=section&id=Other%22%20Business%20%28Mainly%20Operating%20a%20Hotel%29) The "Other" business (mainly operating the Holiday Inn Express Kaifeng) generated turnover of HK$5,409 thousand, contributing revenue for the first time; however, this segment recorded an operating loss of HK$2,036 thousand, mainly due to increased depreciation expenses and fixed costs, despite lower occupancy rates - "Other" business turnover was approximately **HK$5,409 thousand**, a **100% increase** compared to the prior year, mainly from the operation of Holiday Inn Express Kaifeng[110](index=110&type=chunk) - This segment recorded an operating loss of approximately **HK$2,036 thousand**, with the loss increasing primarily due to higher hotel depreciation expenses and fixed costs, despite lower occupancy rates[110](index=110&type=chunk) - Holiday Inn Express Kaifeng has a total gross floor area of approximately **14,000 square meters**, with **243 guest rooms and 3 meeting rooms**[110](index=110&type=chunk) [Financial Review](index=39&type=section&id=Financial%20Review) The Group's turnover increased by 14%, gross margin rose to 50%, other operating income turned into net income, liquidity remained healthy, and the net gearing ratio was stable, with Group assets pledged and a prudent treasury policy and foreign exchange risk management in place - Turnover was approximately **HK$53,000 thousand**, an increase of approximately **14%** compared to the prior year[114](index=114&type=chunk) - Gross margin was approximately **50%**, an increase of approximately **5 percentage points** from **45%** in the prior year, mainly due to a higher proportion of rental income in property development and investment business turnover[115](index=115&type=chunk) - Other operating income / (expenses), net, turned from a net expense of approximately **HK$1,900 thousand** in the prior year to a net income of approximately **HK$2,700 thousand** this period, primarily due to a fair value gain of approximately **HK$2,300 thousand** recognized from the disposal of the "Embassy Project"[117](index=117&type=chunk) - As of September 30, 2021, the current ratio was **2.11**, and the net gearing ratio was approximately **29%**, indicating a healthy liquidity position[118](index=118&type=chunk) [Turnover](index=39&type=section&id=Turnover) The Group's total turnover increased by 14%, with significant growth contributed by trading and hotel businesses, while property development and investment business revenue decreased - Total turnover was approximately **HK$53,000 thousand**, an increase of approximately **14%** compared to the prior year[114](index=114&type=chunk) - Trading business turnover increased by approximately **34%**, hotel business turnover increased by **100%**, and property development and investment business turnover decreased by approximately **28%**[114](index=114&type=chunk) [Gross Margin](index=39&type=section&id=Gross%20Margin) The Group's gross margin increased to 50%, primarily due to a higher proportion of rental income in property development and investment business turnover, as rental income has a significantly higher gross margin than property sales - Gross margin was approximately **50%**, an increase of approximately **5 percentage points** from **45%** in the prior year[115](index=115&type=chunk) - The proportion of rental income in the property development and investment business segment's turnover increased from approximately **43% to approximately 69%**[115](index=115&type=chunk) [Other Operating Income / (Expenses), Net](index=40&type=section&id=Other%20Operating%20Income%20%2F%20%28Expenses%29%2C%20Net) Other operating income / (expenses) for the period turned from a net expense to a net income, mainly due to a fair value gain of approximately HK$2,300 thousand recognized from the disposal of the "Embassy Project" in Shanghai - The amount changed from a net expense of approximately **HK$1,900 thousand** in the prior year to a net income of approximately **HK$2,700 thousand** this period[117](index=117&type=chunk) - The main change was due to a fair value gain of approximately **HK$2,300 thousand** recognized from the full disposal of the "Embassy Project"[117](index=117&type=chunk) [Liquidity and Financial Resources](index=40&type=section&id=Liquidity%20and%20Financial%20Resources) The Group maintains a healthy liquidity position with a current ratio of 2.11 and a net gearing ratio of approximately 29%, and plans to improve liquidity and capital structure by accelerating property sales and exploring financing opportunities - As of September 30, 2021, total assets were approximately **HK$2,438,792 thousand**, with a current ratio of **2.11** (March 31, 2021: **2.24**)[118](index=118&type=chunk) - The net gearing ratio was approximately **29%** (March 31, 2021: **29%**)[118](index=118&type=chunk) - The Group's strategy includes accelerating pre-sales of properties in Kaifeng Century Garden Zone G in China and actively seeking to dispose of the Haikou commercial project in China to improve liquidity and financial position[118](index=118&type=chunk) [Capital Expenditure](index=40&type=section&id=Capital%20Expenditure) For the six months ended September 30, 2021, total capital expenditure was approximately HK$2,671 thousand, primarily for the acquisition of property, plant and equipment for the hotel in Kaifeng, China - Total capital expenditure was approximately **HK$2,671 thousand**, primarily for the acquisition of property, plant and equipment for the hotel in Kaifeng, China[119](index=119&type=chunk) [Contingent Liabilities and Commitments](index=41&type=section&id=Contingent%20Liabilities%20and%20Commitments) As of the reporting date, the Group had no significant contingent liabilities but had capital commitments of approximately HK$8,946 thousand contracted but not provided for - The Group had no significant contingent liabilities[121](index=121&type=chunk) - Capital commitments contracted but not provided for amounted to approximately **HK$8,946 thousand**[122](index=122&type=chunk) [Pledge of Group's Assets](index=41&type=section&id=Pledge%20of%20Group%27s%20Assets) The Group's bank credit facilities are secured by various assets, including leasehold land and buildings in Hong Kong and China, investment properties, properties held for sale and under development for sale, rental income, and time deposits - Pledged assets include leasehold land and buildings of **HK$290,484 thousand**, investment properties of **HK$583,200 thousand**, and properties held for sale and under development for sale of **HK$170,640 thousand**[123](index=123&type=chunk) - Rental income from certain properties and time deposits of **HK$4,500 thousand** are also pledged[123](index=123&type=chunk) [Treasury Policy and Foreign Exchange Risk](index=41&type=section&id=Treasury%20Policy%20and%20Foreign%20Exchange%20Risk) The Group adopts a prudent financial management approach, maintaining a healthy liquidity position and striving to reduce credit risk, primarily facing risks from RMB-denominated balances, but currently has no foreign currency hedging policy in place - The Group adopts a prudent financial management approach, managing risks through continuous credit assessment and monitoring of liquidity position[124](index=124&type=chunk) - The Group primarily faces risks from RMB-denominated balances but currently has no foreign currency hedging policy to eliminate currency risk[126](index=126&type=chunk) [Prospects](index=42&type=section&id=Prospects) The Group plans to improve liquidity and financial position through a rights issue, accelerating property sales, controlling costs, and expanding new businesses, while seizing opportunities in China's economic development and actively responding to pandemic challenges to pursue high-quality and profitable growth - The Group will conduct a rights issue to raise funds for repaying unsecured loans and general working capital[127](index=127&type=chunk) - Significant sales from properties in Kaifeng Century Garden Zone G in China are expected to be recognized in the second half of the 2022 financial year[127](index=127&type=chunk) - The Group will accelerate pre-sales and sales of properties under development, completed properties, and investment properties, while controlling costs and capital expenditure[127](index=127&type=chunk) - The Group will continue to assess the impact of the COVID-19 pandemic, adjust property sales strategies, and expand its medical equipment trading business and increase the variety of security products[127](index=127&type=chunk)[154](index=154&type=chunk) [Overall Outlook](index=42&type=section&id=Overall%20Outlook) The Group has implemented various measures to improve liquidity and financial position, including a rights issue, accelerating property sales, and controlling costs, and will closely monitor pandemic developments to adjust operational strategies - The Group proposes a rights issue to raise approximately **HK$49,900,000** for repaying unsecured loans and general working capital[127](index=127&type=chunk) - Significant sales from properties in Kaifeng Century Garden Zone G are expected to be recognized in the second half of the 2022 financial year[127](index=127&type=chunk) - The Group will accelerate pre-sales and sales of properties under development, completed properties, and investment properties, while controlling costs and capital expenditure[127](index=127&type=chunk) [Property Development and Investment](index=43&type=section&id=Property%20Development%20and%20Investment) The Group is optimistic about the Chinese property market, seizing "14th Five-Year Plan" opportunities, with Kaifeng Century Garden Zone G pre-sales commenced and Kaifeng Expo Plaza completed, while the Shanghai Embassy Project was sold and Stone Project leased, and the Group also participates in real estate investment funds - Looking ahead to 2022, the Chinese economy has an optimistic outlook, and the Group will adopt a prudent and pragmatic approach, exploring new concepts to achieve high-quality and profitable growth[129](index=129&type=chunk) - Kaifeng Century Garden Zone G commenced pre-sales in **May 2021**, with sales expected to be recognized in the 2022 financial year, and total pre-sale contract amount approximately **RMB24,000,000** (equivalent to approximately **HK$29,000,000**) as of the interim report date[130](index=130&type=chunk)[133](index=133&type=chunk) - Kaifeng Expo Plaza project has been completed, with unsold areas including a hotel, shops, apartments, and parking spaces[137](index=137&type=chunk)[138](index=138&type=chunk) - All remaining properties of the Shanghai Embassy Project have been sold, recognizing a fair value gain of approximately **HK$2,300,000**[139](index=139&type=chunk) - The Stone Project, an office building, has been leased to third parties to generate rental income[143](index=143&type=chunk) - The Group holds a **1.5%** limited partner interest in Pamfleet Shanghai Real Estate Fund II (PSREFII), which primarily invests in real estate with repositioning and value-add potential in Shanghai and other tier-one cities in Chinese mainland[147](index=147&type=chunk) [Kaifeng Century Garden](index=43&type=section&id=Kaifeng%20Century%20Garden) Kaifeng Century Garden project has developed approximately 190,000 square meters of gross floor area, with Zone G under construction and pre-sales commenced in May 2021, with sales expected to be recognized in the 2022 financial year, and the Group plans to sell Zone C together with Zone G for synergistic benefits - Kaifeng Century Garden has developed approximately **190,000 square meters** of gross floor area, with Zone G under construction and pre-sales commenced in **May 2021**[130](index=130&type=chunk) - As of the interim report date, the total pre-sale contract amount for Zone G properties was approximately **RMB24,000,000** (equivalent to approximately **HK$29,000,000**)[133](index=133&type=chunk) - The Group plans to sell Zone C together with Zone G to achieve higher returns[132](index=132&type=chunk) [Kaifeng Expo Plaza](index=45&type=section&id=Kaifeng%20Expo%20Plaza) Kaifeng Expo Plaza project has been completed, with total sales contract amount of approximately RMB564,000,000, and unsold areas include a hotel, shops, apartments, and parking spaces - Kaifeng Expo Plaza project has been completed, with a total sales contract amount of approximately **RMB564,000,000**[137](index=137&type=chunk) | Area | Current Use | Gross Floor Area (Approx. Square Meters) | | :--- | :--- | :--- | | Commercial Zone A | Property, plant and equipment — Hotel | 14,000 | | Commercial Zone B | Properties held for sale — Shops | 8,900 | | Residential Blocks 1–3 | Properties held for sale — Apartments | 6,500 | | Car Park | Car Park | 147 | [Shanghai Property Investment and/or Redevelopment](index=45&type=section&id=Shanghai%20Property%20Investment%20and%2For%20Redevelopment) All remaining properties of the Shanghai Embassy Project have been sold, recognizing a fair value gain of approximately HK$2,300,000; the Stone Project, an office building, has been leased for rental income; and a sale and purchase agreement for the equity interest in the Natural Residence Project was signed in October 2021 - All remaining properties of the Embassy Project have been sold, recognizing a fair value gain of approximately **HK$2,300,000**[139](index=139&type=chunk) - The Stone Project is an office building with a total gross floor area of approximately **6,668 square meters**, which has been leased to third parties to generate rental income[143](index=143&type=chunk) - A sale and purchase agreement for the entire equity interest in the Natural Residence Project was entered into with an independent third party in **October 2021**, with completion expected in **January 2022**[144](index=144&type=chunk) [Participation in Real Estate Investment Funds](index=47&type=section&id=Participation%20in%20Real%20Estate%20Investment%20Funds) The Group partners with Pamfleet Group under Schroders Capital as a general partner of the fund manager and holds a 1.5% limited partner interest in Pamfleet Shanghai Real Estate Fund II (PSREFII), which primarily invests in real estate with repositioning and value-add potential in Shanghai and other tier-one cities in Chinese mainland, currently operating Project Hub - The Group owns a **30%** equity interest in Pamfleet China and is a limited partner of PSREFII (holding **1.5%**)[147](index=147&type=chunk) - PSREFII's investment strategy is to identify, organize, and execute successful asset repositioning investments in Shanghai and other tier-one cities in Chinese mainland[147](index=147&type=chunk) - PSREFII currently operates Project Hub in Jing'an District, Shanghai, which comprises **4 office buildings** with a total gross floor area of approximately **37,547 square meters**[150](index=150&type=chunk) [Trading of Medical Equipment and Home Security and Automation Products](index=48&type=section&id=Trading%20of%20Medical%20Equipment%20and%20Home%20Security%20and%20Automation%20Products) The Group will continue to invest in the medical equipment segment, stimulating sales growth by expanding distribution channels and introducing diversified products, while also providing solutions for smart city development and broadening its range of health and anti-epidemic products, including PPP medical-grade air purifiers - The Group will stimulate medical equipment sales growth by expanding distribution channels and introducing more diversified products[151](index=151&type=chunk) - The aim is to provide a range of solutions for smart city development, applicable to shopping malls, government facilities, borders, and airports[151](index=151&type=chunk) - The Group is the **exclusive agent in Hong Kong** for PPP medical-grade air purifiers, which have been adopted by several government departments[153](index=153&type=chunk) [Hotel Operations](index=49&type=section&id=Hotel%20Operations) The Group is implementing measures to address pandemic challenges, including establishing stringent disinfection protocols, introducing marketing and sales recovery strategies, reducing operating costs, and will continue to improve service quality, with future goals including improving the investment portfolio, reviewing management systems, accelerating project progress, and developing the medical equipment business - The Group has established stringent disinfection and hygiene protocols, introduced marketing and sales recovery strategies, and made decisive decisions to reduce operating costs[154](index=154&type=chunk) - Future goals include improving the investment portfolio through acquiring quality properties and disposing of mature ones, reviewing management systems and cost structures to enhance efficiency, accelerating project progress, and further developing the medical equipment trading business[154](index=154&type=chunk) [Other Information](index=50&type=section&id=Other%20Information) [Material Investments Held, Material Acquisitions and Disposals of Subsidiaries](index=50&type=section&id=Material%20Investments%20Held%2C%20Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries) During the reporting period, the Group did not hold any other material investments, nor did it undertake any material acquisitions or disposals of subsidiaries and associates - During the reporting period, the Group did not undertake any other material investments, material acquisitions, or disposals of subsidiaries and associates[156](index=156&type=chunk) [Future Plans for Material Investments or Capital Assets](index=50&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) Other than those disclosed in this interim report, as of September 30, 2021, the Group had no other plans for material investments or capital assets - As of the reporting date, the Group had no other future plans for material investments or capital assets[157](index=157&type=chunk) [Human Resources](index=50&type=section&id=Human%20Resources) As of September 30, 2021, the Group employed a total of 190 employees, with 131 based in China, and total employee benefit expenses increased to approximately HK$18,000 thousand, mainly due to the commencement of hotel operations and expansion of the health and anti-epidemic products business - The Group employed a total of **190 employees**, with **131 based in China**[158](index=158&type=chunk) - Total employee benefit expenses (including directors' emoluments) increased from approximately **HK$17,000 thousand to approximately HK$18,000 thousand**[158](index=158&type=chunk) - The increase in expenses was primarily due to the commencement of operations of Holiday Inn Express Kaifeng and the expansion of the health and anti-epidemic products trading business[158](index=158&type=chunk) [Share Option Scheme](index=50&type=section&id=Share%20Option%20Scheme) The Company has a share option scheme, effective August 15, 2012, for a period of ten years, aimed at incentivizing and rewarding eligible participants who contribute to the Group, with exercise prices determined by the Directors and subject to limits on the number of options granted - The share option scheme became effective on **August 15, 2012**, for a period of **ten years**, aiming to incentivize and reward eligible participants who contribute to the Group[159](index=159&type=chunk)[161](index=161&type=chunk) - The exercise price of share options shall not be less than the highest of the closing price on the offer date, the average closing price for the five trading days immediately preceding the offer date, and the nominal value of an ordinary share[162](index=162&type=chunk) | Participant Name | Number of Unexercised Share Options as of September 30, 2021 | Exercise Price (HK$) | Date of Grant of Share Options | Exercise Period of Share Options | | :--- | :--- | :--- | :--- | :--- | | Mr. Tse Man Shing | 800,000 | 0.125 | November 27, 2020 | November 27, 2020 to November 26, 2022 | | Mr. Wong King Ning | 9,000,000 | 0.125 | November 27, 2020 | November 27, 2020 to November 26, 2022 | | Mr. Tse Wai Yip | 8,000,000 | 0.125 | November 27, 2020 | November 27, 2020 to November 26, 2022 | | Dr. Ho Chung Tai, Raymond | 800,000 | 0.125 | November 27, 2020 | November 27, 2020 to November 26, 2022 | | Ir. Siu Man Po | 800,000 | 0.125 | November 27, 2020 | November 27, 2020 to November 26, 2022 | | Mr. Siu Kam Chau | 800,000 | 0.125 | November 27, 2020 | November 27, 2020 to November 26, 2022 | | Other Employees (Total) | 18,500,000 | 0.125 | November 27, 2020 | November 27, 2020 to November 26, 2022 | | Total | 38,700,000 | | | | [Directors' and Chief Executive's Interests and Short Positions in Shares and Underlying Shares](index=54&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of September 30, 2021, several Directors held long positions in the Company's ordinary shares, with Mr. Tse Man Shing holding the largest interest, including direct beneficial ownership and through controlled corporations, and Directors also held share options | Director Name | Directly Beneficially Owned (Shares) | Through Controlled Corporations (Shares) | Share Options (Shares) | Total (Shares) | Percentage of Issued Share Capital (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Tse Man Shing | 86,001,600 | 349,935,000 | 800,000 | 436,736,600 | 44.66 | | Mr. Wong King Ning | 26,429,400 | — | 9,000,000 | 35,429,400 | 3.62 | | Mr. Tse Wai Yip | 2,400,000 | — | 8,000,000 | 10,400,000 | 1.06 | | Dr. Ho Chung Tai, Raymond | 727,500 | — | 800,000 | 1,527,500 | 0.16 | | Ir. Siu Man Po | 920,000 | — | 800,000 | 1,720,000 | 0.18 | | Mr. Siu Kam Chau | — | — | 800,000 | 800,000 | 0.08 | - Mr. Tse Man Shing holds **349,935,000 shares** in the Company through Sparta Assets Limited, which he wholly owns, bringing his total interest to **436,736,600 shares**, representing **44.66%** of the issued share capital[170](index=170&type=chunk)[173](index=173&type=chunk) - Mr. Tse Man Shing, Mr. Wong King Ning, and Mr. Tse Wai Yip have undertaken not to exercise any share options during the period from **November 1, 2021, to November 26, 2022**[168](index=168&type=chunk)[173](index=173&type=chunk) [Disclosure of Directors' Information Pursuant to Rule 13.51B(1) of the Listing Rules](index=56&type=section&id=Disclosure%20of%20Directors%27%20Information%20Pursuant%20to%20Rule%2013.51B%281%29%20of%20the%20Listing%20Rules) Dr. Ho Chung Tai, Raymond resigned as an independent non-executive director of Richly Field Financial Holdings Limited on October 1, 2021 - Dr. Ho Chung Tai, Raymond resigned as an independent non-executive director of Richly Field Financial Holdings Limited (stock code: 2263) on **October 1, 2021**[179](index=179&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=56&type=section&id=Directors%27%20Rights%20to%20Acquire%20Shares%20or%20Debentures) During the six months ended September 30, 2021, no rights to acquire benefits by way of acquisition of shares or debentures of the Company were granted to any Director or their spouse or minor children, nor were any such rights exercised by them - During the reporting period, no rights to subscribe for shares or debentures were granted to or exercised by Directors or their associates[180](index=180&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares](index=57&type=section&id=Substantial%20Shareholders%27%20and%20Other%20Persons%27%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of September 30, 2021, Sparta Assets Limited and Granda Overseas Holding Co., Ltd. were the Company's substantial shareholders, holding 35.79% and 17.76% of the shares, respectively | Name | Capacity and Nature of Interest | Number of Ordinary / Underlying Ordinary Shares Held (Shares) | Percentage of the Company's Issued Share Capital (%) | | :--- | :--- | :--- | :--- | | Sparta Assets | Beneficial owner | 349,935,000 | 35.79 | | Granda Overseas Holding Co., Ltd. | Beneficial owner | 173,698,740 | 17.76 | | Mr. Chan Fai Fat | Interest of controlled corporation | 173,698,740 | 17.76 | - Sparta Assets is wholly owned by Mr. Tse Man Shing, and Granda Overseas Holding Co., Ltd. is wholly owned by Mr. Chan Fai Fat[173](index=173&type=chunk)[183](index=183&type=chunk) [Interim Dividends](index=58&type=section&id=Interim%20Dividends) The Board does not recommend the payment of any interim dividend for the six months ended September 30, 2021, consistent with the prior year - No interim dividends were paid for the current period or the prior year[186](index=186&type=chunk) [Purchase, Redemption or Sale of Listed Securities](index=58&type=section&id=Purchase%2C%20Redemption%20or%20Sale%20of%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities during the reporting period - During the reporting period, neither the Company nor its subsidiaries purchased, redeemed, or sold any listed securities[187](index=187&type=chunk) [Sufficiency of Public Float](index=58&type=section&id=Sufficiency%20of%20Public%20Float) The Company maintained a sufficient public float throughout the six months ended September 30, 2021 - The Company maintained a sufficient public float during the reporting period[188](index=188&type=chunk) [Capital Structure](index=58&type=section&id=Capital%20Structure) There was no change in the Company's capital structure during the six months ended September 30, 2021 - The Company's capital structure did not change during the reporting period[189](index=189&type=chunk) [Corporate Governance](index=58&type=section&id=Corporate%20Governance) The Company complied with most Corporate Governance Code provisions during the reporting period, but there were two deviations: the roles of Chairman and Chief Executive Officer being combined, and independent non-executive directors having no specific term of appointment - The Company complied with most Corporate Governance Code provisions but deviated from **Code Provision A.2.1** (combined roles of Chairman and Chief Executive Officer) and **A.4.1** (non-executive directors without specific terms of appointment)[190](index=190&type=chunk)[192](index=192&type=chunk)[193](index=193&type=chunk) - Mr. Tse Man Shing serves as both Chairman and Chief Executive Officer, which the Board believes facilitates effective implementation of business strategies and ensures consistent leadership[192](index=192&type=chunk) - Although independent non-executive directors do not have specific terms of appointment, they are subject to retirement by rotation once every three years as per the Company's Articles of Association[193](index=193&type=chunk) [Standard Code for Securities Transactions](index=60&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The Company has adopted the Model Code set out in Appendix 10 of the Listing Rules, and all Directors confirmed compliance throughout the reporting period, with the same code also adopted for employees who may possess price-sensitive information - The Company has adopted the Model Code set out in Appendix 10 of the Listing Rules, and all Directors confirmed compliance with the code during the reporting period[195](index=195&type=chunk) - The Company has also adopted the same Model Code for employees who may possess price-sensitive information[195](index=195&type=chunk) [Audit Committee](index=60&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, is responsible for reviewing and monitoring the Group's internal controls, risk management, and financial reporting matters, and has reviewed this interim report and financial statements, deeming them compliant with accounting standards - The Audit Committee comprises Dr. Ho Chung Tai, Raymond, Ir. Siu Man Po, and Mr. Siu Kam Chau (Chairman), all independent non-executive directors[197](index=197&type=chunk) - The Committee is responsible for reviewing and monitoring the Group's internal controls, risk management, and financial reporting matters, and has reviewed this interim report and financial statements[197](index=197&type=chunk) - The Audit Committee believes that the Group's 2021 interim report and financial statements comply with applicable accounting standards and are appropriately disclosed[197](index=197&type=chunk) [Nomination Committee](index=60&type=section&id=Nomination%20Committee) The Nomination Committee, composed of two executive directors and three independent non-executive directors, is responsible for reviewing the Board's composition and selecting and nominating candidates for directorships - The Nomination Committee includes Mr. Tse Man Shing, Mr. Wong King Ning (Executive Directors), and Dr. Ho Chung Tai, Raymond, Ir. Siu Man Po (Chairman), Mr. Siu Kam Chau (Independent Non-executive Directors)[198](index=198&type=chunk) - The Committee is responsible for reviewing the Board's composition and for selecting and nominating candidates for appointment to the Board[198](index=198&type=chunk) [Remuneration Committee](index=61&type=section&id=Remuneration%20Committee) The Remuneration Committee, consisting of two executive directors and three independent non-executive directors, is responsible for reviewing remuneration policies and determining the remuneration packages for all Directors and key management personnel - The Remuneration Committee includes Mr. Tse Man Shing, Mr. Wong King Ning (Executive Directors), and Dr. Ho Chung Tai, Raymond, Ir. Siu Man Po, Mr. Siu Kam Chau (Chairman) (Independent Non-executive Directors)[200](index=200&type=chunk) - The Committee is responsible for reviewing remuneration policies and determining the remuneration packages for all Directors and key management personnel[200](index=200&type=chunk) [Events After the Reporting Period](index=61&type=section&id=Events%20After%20the%20Reporting%20Period_2) The Company proposes a rights issue to allot 499,390,200 rights shares at a subscription price of HK$0.10 per share, aiming to raise a gross amount of approximately HK$49,900,000, with net proceeds of approximately HK$48,000,000 to be used for repaying unsecured loans and general working capital - The Company proposes a rights issue to allot **499,390,200 rights shares** at a subscription price of **HK$0.10 per rights share**[201](index=201&type=chunk) - The rights issue aims to raise a gross amount of up to approximately **HK$49,900,000**, with net proceeds estimated at no more than approximately **HK$48,000,000**[201](index=201&type=chunk) - The net proceeds will be used to repay the Group's unsecured loans (approximately **HK$38,000,000**) and for general working capital (approximately **HK$10,000,000**)[201](index=201&type=chunk) [Board of Directors](index=61&type=section&id=Board%20of%20Directors) As of the date of this report, the Company's executive directors are Mr. Tse Man Shing, Mr. Wong King Ning, and Mr. Tse Wai Yip, and the independent non-executive directors are Dr. Ho Chung Tai, Raymond, Ir. Siu Man Po, and Mr. Siu Kam Chau - Executive Directors include Mr. Tse Man Shing, Mr. Wong King Ning, and Mr. Tse Wai Yip[203](index=203&type=chunk) - Independent Non-executive Directors include Dr. Ho Chung Tai, Raymond, Ir. Siu Man Po, and Mr. Siu Kam Chau[203](index=203&type=chunk)

Deson Development International Holdings Limited Investment Project 投資項目 Property Investment 物業投資 迪臣發展國際集團有限公 司 An nual Repo rt 2021 年報 ***************************** Contents | Corporate Information | 2 | 公司資料 | | --- | --- | --- | | Chairman's Statement | 4 | 主席報告書 | | Management Discussion and Analysis | 7 | 管理層討論及分析 | | Report of the Directors | 27 | 董事會報告 | | Biographical Details of Directors | 49 | 董事及高級管理 | | and Senior Management | | 人員之履歷 | | Corporate Governance Report | 54 | 企業管治報告 | | Independent ...

B 迪 臣 發 展 國 際 集 團 有 限 公 司 （於 百 慕 達 註 冊 成 立 之 有 限 公 司） (股份代號：262) 中期報告 2020 迪臣發展國際集團有限公司（「本公司」）之董事會（「董事會」）欣然宣佈本公司及其附 屬公司（統稱「本集團」）截至二零二零年九月三十日止六個月（「報告期間」）之未經審 核綜合業績，連同截至二零一九年九月三十日止六個月之比較數字如下： 簡明綜合損益表 截至二零二零年九月三十日止六個月 | --- | --- | --- | --- | |-------------------------------------------|-------|-------------|------------| | | | 二零二零年 | 二零一九年 | | | 附註 | 千港元 | 千港元 | | 收入 | 3 | 46,783 | 224,108 | | 銷售成本 | | (25,906) | (182,137) | | | | | | | 毛利 | | 20,877 | 41,971 | | 其他收入及收益 | 3 | 9,111 | 6,633 | | 行政開支 | | (32 ...

Deson Development International Holdings Limited 迪 臣 發 展 國 際 集 團 有 限 公 司 (Incorporated in Bermuda with limited liability) ( 於 百 慕 達 註 冊 成 立 之 有 限 公 司 ) (Stock Code 股份代號：262) ANNUAL REPORT 2020 年 報 Investment Projects 投資項目 ***************************** Property Investment 物業投資 Holiday Inn Express Kaifeng City Center 開封迪臣智選假日酒店 A wholly-owned hotel development project with 243 guest rooms, located in the city center of Kaifeng. 位於開封市中心，有243 間客房之全資酒店發展項目。 Hotel Exterior 酒店外觀 Public Areas 公共地方 Rooms 客房 | --- | ...

[Financial Statements](index=2&type=section&id=Financial%20Statements) [Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) The Group's revenue grew by 14.1% to HKD 224.1 million, but gross profit and profit for the period significantly declined by 40% and 59.4% respectively Summary of Consolidated Statement of Profit or Loss | Indicator | Six Months Ended Sep 30, 2019 (HKD thousands) | Six Months Ended Sep 30, 2018 (HKD thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 224,108 | 196,491 | +14.1% | | Gross Profit | 41,971 | 69,971 | -40.0% | | Profit Before Tax | 10,220 | 28,477 | -64.1% | | Profit for the Period | 4,919 | 12,123 | -59.4% | | Profit Attributable to Owners of the Company | 5,202 | 12,538 | -58.5% | | Basic and Diluted EPS | 0.53 HK cents | 1.28 HK cents | -58.6% | [Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) The Group recorded a total comprehensive loss of HKD 76.68 million for the period, primarily driven by HKD 81.6 million in other comprehensive loss from overseas currency translation Summary of Consolidated Statement of Comprehensive Income | Indicator | Six Months Ended Sep 30, 2019 (HKD thousands) | Six Months Ended Sep 30, 2018 (HKD thousands) | | :--- | :--- | :--- | | Profit for the Period | 4,919 | 12,123 | | Other Comprehensive Loss for the Period, Net of Tax | (81,602) | (117,811) | | **Total Comprehensive Loss for the Period** | **(76,683)** | **(105,688)** | | Total Comprehensive Loss Attributable to Owners of the Company | (76,403) | (105,282) | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) Total assets decreased to HKD 2.283 billion, with net assets slightly declining to HKD 1.562 billion, while total interest-bearing borrowings stood at HKD 363 million Summary of Statement of Financial Position | Indicator | Sep 30, 2019 (HKD thousands) | Mar 31, 2019 (HKD thousands) | | :--- | :--- | :--- | | Total Non-current Assets | 1,343,072 | 1,402,040 | | Total Current Assets | 940,358 | 1,189,924 | | **Total Assets** | **2,283,430** | **2,591,964** | | Total Current Liabilities | 369,328 | 560,443 | | Total Non-current Liabilities | 352,497 | 384,180 | | **Total Liabilities** | **721,825** | **944,623** | | **Net Assets** | **1,561,605** | **1,647,341** | | **Total Equity** | **1,561,605** | **1,647,341** | [Condensed Consolidated Statement of Changes in Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) Equity attributable to owners of the Company decreased from HKD 1.651 billion to HKD 1.565 billion, mainly due to other comprehensive loss of HKD 81.6 million from foreign exchange fluctuations - Equity attributable to owners of the Company decreased from **HKD 1,651,273 thousand** at the beginning of the period to **HKD 1,565,090 thousand** at the end of the period[17](index=17&type=chunk) - The change in equity was primarily influenced by the combined effect of profit for the period (**+HKD 5,202 thousand**) and other comprehensive loss (**-HKD 81,605 thousand**), with the latter mainly from exchange differences on translation of overseas operations (**-HKD 76,994 thousand**)[17](index=17&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Operating activities resulted in a net cash outflow of HKD 31.76 million, while investing activities generated a net inflow of HKD 53.98 million, leading to a net decrease in cash and cash equivalents of HKD 27.13 million Summary of Cash Flow Statement | Indicator | Six Months Ended Sep 30, 2019 (HKD thousands) | Six Months Ended Sep 30, 2018 (HKD thousands) | | :--- | :--- | :--- | | Net Cash Flows from/(used in) Operating Activities | (31,759) | 75,600 | | Net Cash Flows from Investing Activities | 53,980 | 64,654 | | Net Cash Flows used in Financing Activities | (49,353) | (130,139) | | Net Increase/(Decrease) in Cash and Cash Equivalents | (27,132) | 10,115 | | Cash and Cash Equivalents at Beginning of Period | 28,130 | 68,259 | | **Cash and Cash Equivalents at End of Period** | **512** | **75,379** | [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [Note 1 Basis of Preparation](index=11&type=section&id=Note%201%20Basis%20of%20Preparation) The interim financial statements are prepared under HKAS 34, with the adoption of HKFRS 16 Leases having no significant impact on the Group's financial position - The financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting"[26](index=26&type=chunk) - The Group first adopted Hong Kong Financial Reporting Standard 16 Leases on April 1, 2019, with management assessing no significant right-of-use assets or lease liabilities recognized upon adoption[27](index=27&type=chunk)[37](index=37&type=chunk) [Note 2 Operating Segment Information](index=16&type=section&id=Note%202%20Operating%20Segment%20Information) The Group's two segments are property development and investment, and other businesses, with property contributing most revenue and profit, and Mainland China being the main revenue source Results by Business Segment (Six Months Ended Sep 30, 2019) | Segment | Revenue (HKD thousands) | Operating Profit (HKD thousands) | | :--- | :--- | :--- | | Property Development and Investment Business | 200,195 | 16,420 | | Others | 23,913 | 3,933 | | **Total** | **224,108** | **20,353** | Revenue from External Customers by Geographical Area (Six Months Ended Sep 30, 2019) | Region | Revenue (HKD thousands) | | :--- | :--- | | Hong Kong | 15,057 | | Mainland China | 209,051 | | **Total** | **224,108** | - During the period, approximately **HKD 180.8 million** in revenue was derived from sales to a single customer within the property development and investment business segment[51](index=51&type=chunk) [Note 3 Revenue, Other Income and Gains](index=19&type=section&id=Note%203%20Revenue%2C%20Other%20Income%20and%20Gains) Total revenue reached HKD 224 million, primarily from property development and investment (HKD 188 million) and medical equipment sales (HKD 23.91 million), supplemented by HKD 6.63 million in other income and gains Revenue Source Analysis | Revenue Source | 2019 (HKD thousands) | 2018 (HKD thousands) | | :--- | :--- | :--- | | Property Development and Investment Business | 188,191 | 164,375 | | Trading of Medical Equipment and Home Security Products | 23,913 | 20,274 | | Gross Rental Income | 12,004 | 11,842 | | **Total** | **224,108** | **196,491** | [Note 6 Income Tax](index=23&type=section&id=Note%206%20Income%20Tax) Total income tax expense significantly decreased to HKD 5.3 million, primarily from current tax in other regions and land appreciation tax in Mainland China Composition of Tax Expense | Item | 2019 (HKD thousands) | 2018 (HKD thousands) | | :--- | :--- | :--- | | Current Period Expense - Other Jurisdictions | 3,390 | 8,330 | | Deferred Tax | 734 | 884 | | Land Appreciation Tax in Mainland China | 1,177 | 7,140 | | **Total Tax Expense for the Period** | **5,301** | **16,354** | [Note 7 Dividends](index=24&type=section&id=Note%207%20Dividends) No interim dividend is recommended, but a special dividend of HKD 0.5 cents per share, totaling HKD 4.89 million, was paid due to the disposal of Deson Construction - The Board does not recommend the payment of an interim dividend (2018: nil)[79](index=79&type=chunk) - A special interim dividend of **HKD 0.5 cents per share**, totaling **HKD 4,890 thousand**, was paid due to proceeds from the disposal of Deson Construction[78](index=78&type=chunk) [Note 13 Non-current Assets Held for Sale](index=28&type=section&id=Note%2013%20Non-current%20Assets%20Held%20for%20Sale) The Group completed the disposal of its interest in Deson Construction for HKD 68.59 million, incurring a HKD 0.493 million loss, leading to its classification as a non-current asset held for sale - The Group agreed to dispose of its entire interest in Deson Construction for approximately **HKD 68,589,000**[96](index=96&type=chunk) - The disposal was completed on June 18, 2019, with the Group recording a disposal loss of **HKD 493,000**[97](index=97&type=chunk) - Consequently, as of March 31, 2019, the **HKD 68,589,000** interest in Deson Construction Group was classified as a non-current asset held for sale[97](index=97&type=chunk)[98](index=98&type=chunk) [Management Discussion and Analysis](index=36&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=36&type=section&id=Business%20Review) Total turnover increased by 14.1% to HKD 224 million, but overall profit attributable to owners of the Company significantly decreased due to lower gross profit margins in the property business despite revenue growth - Property development and investment business revenue grew by **13.6%** to **HKD 200 million**, primarily due to the sale of the entire Zhujiang Lane project to a single customer for **RMB 160 million**[119](index=119&type=chunk)[120](index=120&type=chunk) - Despite increased property sales revenue, the Zhujiang Lane project's gross profit margin of approximately **12%** was significantly lower than the prior period's Expo Plaza project's **30%**, causing segment operating profit to fall from **HKD 36.54 million** to **HKD 16.42 million**[122](index=122&type=chunk) - Revenue from trading medical equipment and home security products increased by **17.9%** to **HKD 23.91 million**, with operating profit growing to **HKD 3.93 million**, mainly driven by increased medical equipment sales for the Tseung Kwan O Hospital project[124](index=124&type=chunk) [Financial Review](index=38&type=section&id=Financial%20Review) Overall gross profit margin declined to 19% due to lower property sales margins, while the Group maintained a stable financial position with a current ratio of 2.55 and gearing ratio of 18% - The Group's gross profit margin decreased from **36%** to **19%**, primarily because the Zhujiang Lane project sold this period had a gross profit margin of approximately **12%**, significantly lower than the Expo Plaza project's approximately **30%** in the prior period[127](index=127&type=chunk) - As of September 30, 2019, the Group's current ratio was **2.55** (March 31, 2019: 2.12) and gearing ratio was **18%** (March 31, 2019: 19%), indicating a stable financial structure[129](index=129&type=chunk) - The Group's bank credit facilities are secured by leasehold land and buildings, investment properties, properties held for sale, and deposits located in Hong Kong and China[134](index=134&type=chunk) [Outlook](index=42&type=section&id=Outlook) The Group maintains an optimistic outlook on the Mainland China property market, pursuing diversified development through property projects in Kaifeng, Hong Kong, and Shanghai, while expanding medical equipment and e-commerce services - **Mainland China Property Projects**: Kaifeng "Century Grand Garden" Zone G is expected to be completed in Q4 2020 with pre-sales commencing in Q2; Kaifeng "Expo Plaza" Hotel is expected to commence operations in December 2019[139](index=139&type=chunk)[142](index=142&type=chunk) - **Hong Kong and Shanghai Investments**: Participation in the redevelopment of an old commercial building in Tsim Sha Tsui, Hong Kong, through Topford International (6% equity interest); investment in Embassy Project, Stone Project, and Tian Ran Ju Project in Shanghai, seeking potential buyers or focusing on asset management[145](index=145&type=chunk)[148](index=148&type=chunk)[150](index=150&type=chunk)[152](index=152&type=chunk) - **Real Estate Fund Participation**: Involvement as both general and limited partner in Pamfleet Shanghai Real Estate Fund II (PSREFII), investing in value-add real estate projects in Shanghai and other tier-one cities[154](index=154&type=chunk)[155](index=155&type=chunk) - **New Business Expansion**: Establishment of an e-solutions company for customs clearance logistics services in Indonesia and China, and engagement in general trade and e-commerce services via platforms like Haipaiker and Pinduoduo[161](index=161&type=chunk)[162](index=162&type=chunk) [Other Disclosures](index=52&type=section&id=Other%20Disclosures) [Human Resources](index=52&type=section&id=Human%20Resources) As of September 30, 2019, the Group employed 125 staff, with total employee benefit expenses increasing to HKD 12.1 million due to salary adjustments - As of September 30, 2019, the Group had **125** employees[172](index=172&type=chunk) - Total employee benefit expenses (including directors' emoluments) for the period were approximately **HKD 12.1 million**, representing a year-on-year increase of approximately **23.5%**[172](index=172&type=chunk) [Share Option Scheme](index=53&type=section&id=Share%20Option%20Scheme) The Company's share option scheme, adopted in 2012 to incentivize participants, had no outstanding options at the end of the reporting period - As of the end of the reporting period, the Company had no outstanding share options under the share option scheme[179](index=179&type=chunk) [Directors' and Substantial Shareholders' Interests](index=55&type=section&id=Directors%27%20and%20Substantial%20Shareholders%27%20Interests) As of September 30, 2019, Director Mr. Tse Man Shing held 42.81% of the Company's shares, while Granda Overseas Holding Co. Ltd. held 17.76% Major Shareholders' Shareholding (Sep 30, 2019) | Shareholder Name | Capacity | Number of Shares Held | Percentage of Share Capital | | :--- | :--- | :--- | :--- | | Sparta Assets Limited (wholly owned by Mr. Tse) | Beneficial Owner | 349,935,000 | 35.79% | | Mr. Tse | Interest in Controlled Corporation and Direct Interest | 418,596,600 | 42.81% | | Granda Overseas Holding Co. Ltd. (wholly owned by Mr. Chan For Fat) | Beneficial Owner | 173,698,740 | 17.76% | [Corporate Governance](index=59&type=section&id=Corporate%20Governance) The Company largely complied with the Corporate Governance Code, with a deviation regarding non-executive directors' term appointments, and has established key board committees - The Company complied with most provisions of the Corporate Governance Code during the reporting period, with a deviation from Code Provision A.4.1[198](index=198&type=chunk) - The deviation relates to independent non-executive directors not having a specific term of appointment but being subject to retirement by rotation every three years[199](index=199&type=chunk) - The Audit Committee has reviewed these interim results and believes the financial statements comply with applicable accounting standards and provide appropriate disclosures[203](index=203&type=chunk)

迪 臣 發 展 國 際 集 團 有 限 公 司 （於 百 慕 達 註 冊 成 立 之 有 限 公 司 ) ( 股 份 代 號 ： 2 6 2 ) 年 報 2019 Investment Projects 投資項目 ***************************** Property Investment 物業投資 Holiday Inn Express Kaifeng City Centre 開封迪臣智選假日酒店 A wholly-owned hotel development with approximately 240 guest rooms located in city centre of Kaifeng. Scheduled to start operation by the end of 2019. 預計於2019年底營運。位於開封市中心，約有240間客房之全資項目。 COHOST WEST BUND 后社‧西岸 The Cohost West Bund is a co-living apartment in Shanghai West Bund, No. 208 Baise Road, ...