Financial Performance - The company reported total revenue of HKD 3,232,000,000 for the year, an increase of approximately 12% compared to HKD 2,887,000,000 in 2023[7]. - The company achieved a post-tax profit of HKD 12,000,000, recovering from a post-tax loss of HKD 42,000,000 in the previous year[7]. - The trading and manufacturing segment generated revenue of HKD 3,007,000,000, up about 14% from HKD 2,644,000,000 in 2023[10]. - The OEM toy production business recorded revenue of HKD 2,725,000,000, an increase of approximately 11% compared to HKD 2,450,000,000 in 2023[11]. - The footwear trading segment saw a significant revenue increase of approximately 53% to HKD 269,000,000, up from HKD 176,000,000 in 2023[12]. - The property investment and development segment's revenue decreased by about 7% to HKD 223,000,000 from HKD 241,000,000 in 2023[14]. - The rental income from the property investment segment was HKD 171,900,000, slightly down from HKD 173,000,000 in 2023, a decrease of less than 1%[14]. - The agricultural segment's revenue decreased to HKD 900,000, down from HKD 2,200,000 in 2023, with an operating loss of HKD 10,700,000[16]. - The company reported a reserve available for distribution to shareholders of HKD 762,153,000 as of December 31, 2024, down from HKD 863,379,000 in 2023[81]. - Charitable donations made by the company during the year amounted to approximately HKD 68,000, compared to HKD 843,000 in 2023[80]. - The company did not declare an interim dividend for the year, consistent with the previous year[72]. Business Segments - The company's main business activities include toy and footwear trading and manufacturing, property investment and development, and agricultural operations[68]. - The group's trade and manufacturing business revenue accounted for approximately 93.06% of total revenue in the fiscal year 2024, compared to 91.60% in 2023[188]. - The toy manufacturing business (as OEM) contributed about 84.31% to the group's total revenue, slightly down from 84.90% in the previous year[188]. Strategic Initiatives - The company plans to enhance manufacturing efficiency and product quality by integrating artificial intelligence into its operations as part of its future strategic investments[28]. - The company aims to diversify its production bases in lower-cost countries to effectively control production costs for its footwear products[29]. - The company will continue to implement a leasing strategy to diversify its tenant mix, targeting young couples and families in its retail developments[30]. - The group is exploring the feasibility of converting land reserves in Nanjing and Tianjin from industrial to commercial use to enhance land value and development returns[32]. - The group aims to improve operational performance in its agricultural segment by focusing on high-margin crops and enhancing distribution channels[33]. Risk Management - The group faces risks related to macroeconomic conditions, including potential declines in consumer discretionary income due to economic downturns[35]. - Rising costs from raw materials, transportation, and compliance with regulations may impact profit margins on product sales[36]. - The group’s property portfolio is primarily located in mainland China, exposing it to risks associated with policy changes and economic conditions[37]. - The group is subject to risks from natural disasters that could adversely affect agricultural yields and production timelines[39]. - The group is actively reviewing and managing risks across its business units to mitigate potential impacts[40]. Corporate Governance - The company has established a strong governance structure with independent non-executive directors overseeing audit and remuneration committees[64]. - The company has a commitment to corporate governance, with a clear delineation of roles among executive and non-executive directors[62][64]. - The board composition includes a mix of executive and non-executive directors, ensuring a balance of skills and experience[141]. - The company has adopted the standard code for securities trading by directors as per the listing rules, ensuring compliance throughout the year[134]. - The board is committed to maintaining high levels of corporate governance to ensure accountability and transparency to shareholders[135]. Environmental, Social, and Governance (ESG) Initiatives - The company is committed to ESG initiatives, aiming for sustainable growth and long-term value creation for stakeholders[187]. - The board is responsible for formulating sustainable policies and strategies, integrating ESG risks into the group's risk management[188]. - The company ensures compliance with environmental protection and labor regulations across its major production facilities in China[189]. - The company received the "Hong Kong Green Organization" certification for five consecutive years from the Environmental Campaign Committee and the Environmental Protection Department[199]. - The company actively promotes waste reduction measures to enhance production efficiency and optimize management[198]. Employee and Leadership - The total number of employees decreased to approximately 8,502 from 9,714 in the previous year, with employee costs amounting to HKD 848,000,000 compared to HKD 810,000,000 last year[24]. - The company emphasizes the importance of human resources and has adopted stock option and incentive plans to reward employee contributions[53]. - The leadership team includes members with international educational backgrounds, contributing to a global perspective in business strategy[60][61]. - The company aims to attract and retain qualified employees through the Share Option and Share Award Plans[100]. Shareholder Engagement - The company emphasizes the importance of effective communication with shareholders through annual general meetings, reports, and its website[180]. - The company encourages shareholders to express concerns directly to the board and participate in special meetings if necessary[182]. - The board may propose the payment of a final dividend, subject to approval at the shareholders' meeting[78]. Legal and Compliance - The company has established an audit committee responsible for overseeing compliance with corporate governance codes[136]. - The company has implemented a whistleblowing policy allowing employees and related parties to report misconduct or violations confidentially[163]. - The independent non-executive directors confirmed their independence as per the listing rules[90]. Financial Reporting - The company's financial performance and position for the year are detailed in the financial statements from pages 85 to 199 of the annual report[72]. - The financial statements have been audited by KPMG, which will retire at the upcoming annual general meeting but is eligible for reappointment[130]. - The company has a policy for the timely disclosure of inside information in compliance with the Securities and Futures Ordinance[157].

Financial Performance - Total revenue for the year ended December 31, 2024, was HKD 3,231,529,000, an increase from HKD 2,887,385,000 in the previous year, representing a growth of approximately 11.9%[2] - Gross profit for the year was HKD 475,843,000, slightly down from HKD 479,357,000, indicating a decrease of about 0.3%[2] - Operating profit for the year was HKD 298,314,000, up from HKD 231,813,000, marking an increase of approximately 28.7%[2] - The basic earnings per share for the year was HKD 0.01, compared to a loss per share of HKD 0.25 in the previous year[3] - Total comprehensive loss for the year amounted to HKD 172,353,000, an improvement from a loss of HKD 204,850,000 in the previous year[5] - The adjusted profit before tax for the group was HKD 50,062,000 for 2024, compared to a loss of HKD 35,189,000 in 2023, indicating a significant turnaround[20] - The group recorded a total operating profit of approximately HKD 121,793,000 for the year ending December 31, 2024, compared to HKD 105,413,000 in 2023, marking an increase of about 15.6%[21] - Basic earnings per share for the year were HKD 696,000, a recovery from a loss of HKD 31,846,000 in the previous year[23] - The group achieved a net profit of HKD 12,000,000 for the fiscal year, recovering from a net loss of HKD 42,000,000 in 2023[34] Revenue Segments - The trading and manufacturing segment reported revenue of HKD 3,007,310,000 for 2024, up from HKD 2,644,312,000 in 2023, reflecting a growth of about 13.7%[20] - The OEM toy production business recorded revenue of HKD 2,725,000,000, an increase of approximately 11% from HKD 2,450,000,000 in 2023[37] - The footwear trading segment saw a significant revenue increase of approximately 53%, reaching HKD 269,000,000 compared to HKD 176,000,000 in 2023[39] - The group’s revenue from the agricultural segment was a loss of HKD 10,728,000 in 2024, compared to a profit of HKD 62,029,000 in 2023, indicating a decline in performance[20] - The property investment and development segment's revenue decreased by approximately 7% to HKD 223 million, down from HKD 241 million in the previous year[41] - Rental income generated by the property investment segment was HKD 171.9 million, slightly down by less than 1% compared to HKD 173 million in the previous year[42] Assets and Liabilities - Non-current assets totaled HKD 9,790,196 thousand in 2023, compared to HKD 10,128,064 thousand in 2022, reflecting a decrease of approximately 3.34%[7] - Current assets amounted to HKD 3,175,772 thousand in 2023, an increase from HKD 3,127,221 thousand in 2022, representing a growth of about 1.55%[7] - Current liabilities total HKD 3,414,216,000, a decrease from HKD 3,261,882,000 in the previous year, reflecting a reduction of approximately 4.5%[9] - Non-current liabilities total HKD 3,434,290,000, down from HKD 3,703,588,000, representing a decrease of approximately 7.3%[9] - The net asset value stands at HKD 6,117,462,000, compared to HKD 6,289,815,000, showing a reduction of around 2.7%[9] - The company's total equity attributable to shareholders is HKD 5,827,541,000, slightly down from HKD 5,997,284,000, reflecting a decrease of about 2.8%[9] Operational Efficiency and Future Strategies - The company is focusing on enhancing operational efficiency and exploring new market opportunities to drive future growth[7] - Future strategies include potential market expansion and investment in new technologies to maintain competitive advantage[7] - The group plans to control production costs through business restructuring and expand manufacturing scale in Vietnam, while enhancing competitiveness through automation and workflow integration[60] - The group aims to solidify its position as a one-stop solution provider by advancing vertical integration and innovation to meet the evolving needs of major customers[60] Legal and Governance Matters - Nanjing Qingtian illegally transferred all software copyrights from Nanhua Qingtian, leading to significant operational losses for Nanhua Qingtian[79] - Nanhua Qingtian is seeking compensation of RMB 210,400,000 for copyright infringement from Nanjing Qingtian[80] - The company has been exploring new legal avenues to protect its interests following the unfavorable court rulings[89] - The board of directors does not recommend the payment of a final dividend for the year ending December 31, 2024[92] - The company has complied with all applicable corporate governance codes as of December 31, 2024, except for specific provisions[93] Economic Outlook and Market Conditions - The geopolitical tensions are expected to continue impacting the global economy, with uncertainties projected to persist into 2025[55] - The global economic growth is projected to be 3.3% in 2025 and 2026, lower than the historical average of 3.7% from 2000 to 2019[56] - Inflation in the US is expected to stabilize around 3% after a significant drop in mid-2022, prompting the Federal Reserve to gradually reduce interest rates by 2025[56] - The group maintains a cautiously optimistic long-term outlook, expecting consumer confidence to gradually recover in 2025 due to easing inflation and supportive monetary policy[58] - The real estate market continues to face challenges, with investors and homebuyers adopting a cautious approach due to unclear market factors[66] - The central government has introduced measures to stimulate the real estate market, including lowering mortgage rates and adjusting tax policies, with expectations for market stabilization by 2025[66]

Financial Performance - For the six months ended June 30, 2024, the company reported revenue of HKD 1,168,503,000, an increase of 2.7% compared to HKD 1,137,892,000 in the same period of 2023[1] - The gross profit for the same period was HKD 152,076,000, up from HKD 124,861,000, reflecting a significant improvement in profitability[1] - The net loss for the period was HKD 80,876,000, compared to a net loss of HKD 84,315,000 in the previous year, indicating a reduction in losses[5] - Total comprehensive loss for the period was HKD 215,635,000, compared to HKD 334,197,000 in the prior year, showing a decrease in overall losses[5] - The total comprehensive income for the six months ended June 30, 2024, was a loss of HKD 334,197 thousand, compared to a loss of HKD 215,635 thousand for the same period in 2023, indicating a deterioration of approximately 55%[11] - The after-tax loss for the current period was approximately HKD 80,900,000, a reduction from HKD 84,300,000 in the same period of 2023, with a significant decrease in loss by about 50% due to improved production efficiency and effective control measures[39] Assets and Liabilities - Non-current assets totaled HKD 9,970,510,000, down from HKD 10,128,064,000 as of December 31, 2023[7] - Current assets increased to HKD 3,282,785,000 from HKD 3,127,221,000, indicating improved liquidity[7] - Current liabilities rose to HKD 3,495,745,000 from HKD 3,261,882,000, reflecting increased short-term obligations[9] - The company's total assets decreased to HKD 9,757,550,000 from HKD 9,993,403,000, indicating a reduction in asset base[9] - The net asset value of the company was HKD 6,074,180,000, down from HKD 6,289,815,000, suggesting a decline in shareholder equity[10] - As of June 30, 2024, total equity attributable to shareholders decreased to HKD 5,793,901 thousand from HKD 6,163,389 thousand as of January 1, 2023, reflecting a decline of approximately 5.97%[11] - The company’s total liabilities increased significantly, with new bank loans amounting to HKD 1,929,460 thousand for the six months ended June 30, 2024, compared to HKD 1,366,530 thousand in the same period of 2023, reflecting an increase of approximately 41.2%[12] Cash Flow - The net cash outflow from operating activities for the six months ended June 30, 2024, was HKD 68,349 thousand, a significant improvement compared to HKD 250,779 thousand for the same period in 2023, indicating a reduction of approximately 72.7%[12] - The company reported a net cash inflow from financing activities of HKD 41,579 thousand for the six months ended June 30, 2024, compared to HKD 261,381 thousand in the same period of 2023, representing a decrease of approximately 84.1%[12] - Cash and cash equivalents at the end of June 30, 2024, amounted to HKD 473,517 thousand, an increase from HKD 402,629 thousand at the end of June 30, 2023, reflecting a growth of approximately 17.6%[12] - The company incurred a cash outflow of HKD 58,685 thousand from operating activities for the six months ended June 30, 2024, compared to HKD 242,685 thousand in the same period of 2023, showing a decrease of approximately 75.8%[12] - The company’s cash flow from investing activities showed a net outflow of HKD 2,134 thousand for the six months ended June 30, 2024, compared to HKD 8,270 thousand in the same period of 2023, indicating a decrease of approximately 74.1%[12] Revenue Breakdown - The operating profit contribution from the trading and manufacturing segment was HKD 31,767,000, compared to a loss of HKD 9,390,000 in the previous year, indicating a significant turnaround[17] - Revenue from the United States was HKD 598,360,000, slightly up from HKD 594,463,000, while the operating profit contribution was HKD 16,835,000, compared to a loss of HKD 3,918,000 in the previous year[17] - Revenue from Europe decreased to HKD 281,128,000 from HKD 286,021,000, with an operating profit contribution of HKD 2,215,000, down from HKD 4,642,000[17] - The group recognized revenue of approximately HKD 78,197,000 from the sale of subsidiaries during the reporting period[21] - The cost of goods sold for the six months ended June 30, 2024, was HKD 975,881,000, compared to HKD 919,072,000 for the same period in 2023, reflecting an increase of approximately 6.2%[21] Operational Insights - The company plans to expand its customer base for footwear products through referrals from agents in various countries, including the United States and Italy[54] - The company will continue to adopt a diversified tenant mix leasing strategy to adapt to changing market conditions and anticipated market recovery[55] - The company maintains a cautiously optimistic outlook on the sales of residential units in Central Plaza, given its prime location and accessibility to retail and transportation[56] - The company is exploring the feasibility of converting some land reserves in Nanjing and Tianjin from industrial to commercial use to enhance land value and development returns[56] - The group aims to improve profitability by focusing on high-margin crop varieties and enhancing yield, sales distribution channels, and cost control measures[57] Market Challenges and Risks - The company anticipates facing significant economic challenges in the second half of 2024, with a projected GDP growth rate of about 5% in China, which is expected to positively impact business performance[52] - The group faces risks related to macroeconomic conditions, including potential declines in consumer discretionary income due to economic downturns, which could reduce customer orders[59] - Rising costs from raw materials, transportation, and compliance with labor laws may impact profit margins on sales[60] - The group is significantly exposed to risks associated with the real estate market in mainland China, including policy changes and economic conditions[60] Shareholder Information - As of June 30, 2024, the company's chairman holds approximately 66.22% of the total issued ordinary shares[63] - The company’s subsidiary, Ying Jing Fung Limited, holds a 30% stake in the company[64] - The company holds a total of 2,348,887,635 shares, representing 17.77% of the total issued ordinary shares as of June 30, 2024[71] - Bannock, a wholly-owned subsidiary of the company, directly holds 1,273,122,098 shares, accounting for 9.63% of the total issued ordinary shares[73] - The company’s chairman, Ms. Wu, directly holds 613,214,065 shares, with family interests totaling 8,141,545,650 shares, representing 66.22% of the total issued ordinary shares[74] Corporate Governance and Compliance - The company has complied with the corporate governance code, with minor deviations noted regarding attendance at the annual general meeting[82] - The audit committee has reviewed the unaudited interim results for the six months ending June 30, 2024, confirming compliance with applicable accounting standards[89]

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 1,168,503 thousand, an increase from HKD 1,137,892 thousand in the same period of 2023, representing a growth of approximately 2.9%[1] - Gross profit for the same period was HKD 152,076 thousand, up from HKD 124,861 thousand year-over-year, indicating a significant increase of approximately 21.8%[1] - The net other income and gains decreased to HKD 64,455 thousand from HKD 102,975 thousand, reflecting a decline of about 37.4%[1] - The operating profit for the six months was HKD 44,842 thousand, down from HKD 54,717 thousand in the previous year, showing a decrease of approximately 18.1%[2] - The total comprehensive loss for the period was HKD 215,635 thousand, compared to a loss of HKD 334,197 thousand in the same period last year, representing an improvement of about 35.4%[3] - The company reported a loss before tax of HKD 79,532,000 for the six months ended June 30, 2024, compared to a loss of HKD 83,702,000 in the same period of 2023, showing an improvement of about 5.2%[10] - The net loss attributable to shareholders for the period was approximately HKD 80,900,000, a decrease from HKD 84,300,000 in the same period of 2023, indicating a significant reduction in losses by about 50% due to improved production efficiency and effective control measures[25] - Basic and diluted loss per share remained at HKD 0.6 for both periods under review[2] - The company reported a basic and diluted loss per share of HKD 0.006 for the six months ended June 30, 2024, consistent with HKD 0.006 in the same period of 2023[25] Assets and Liabilities - Non-current assets totaled HKD 9,970,510 thousand as of June 30, 2024, down from HKD 10,128,064 thousand at the end of 2023, indicating a decrease of approximately 1.6%[4] - Current assets increased to HKD 3,282,785 thousand from HKD 3,127,221 thousand, reflecting a growth of about 5%[4] - Total liabilities were HKD 3,683,370 thousand, slightly down from HKD 3,703,588 thousand, showing a decrease of approximately 0.5%[5] - The net asset value was HKD 6,074,180 thousand, down from HKD 6,289,815 thousand, indicating a decline of about 3.4%[5] - As of June 30, 2024, the total current liabilities amounted to HKD 3,495,745, an increase from HKD 3,261,882 in the previous year, representing a growth of approximately 7.1%[6] - The total assets minus current liabilities decreased to HKD 9,757,550 from HKD 9,993,403, indicating a decline of about 2.4%[6] - The bank borrowings increased to HKD 2,188,265 from HKD 2,085,209, reflecting a rise of approximately 4.9%[6] - The net current liabilities stood at (HKD 212,960), worsening from (HKD 134,661) in the previous year, indicating a deterioration in liquidity position[6] - Other payables and accrued expenses slightly increased to HKD 549,190 from HKD 539,911, showing a growth of about 1.5%[6] - The liabilities related to lease obligations remained stable at HKD 55,709 compared to HKD 55,641, indicating minimal change[6] - The amount payable to non-controlling shareholders decreased to HKD 10,260 from HKD 10,408, a decline of approximately 1.4%[6] - The amount payable to related parties showed a significant change, with a total of HKD 35,011 compared to a negative balance of HKD 72,578 in the previous year, indicating a substantial shift in financial obligations[6] Market and Operational Insights - Revenue contribution from the Chinese market was HKD 170,503,000 for the six months ended June 30, 2024, compared to HKD 131,160,000 in 2023, reflecting a growth of approximately 30%[11] - The company continues to focus on market expansion and new product development as part of its strategic initiatives[10] - The company has maintained a total issued and paid-up capital of HKD 134,413,000 as of June 30, 2024, unchanged from the previous year[21] - The company continues to implement strict credit control measures to manage trade receivables and mitigate credit risk[20] - The group is closely monitoring liquidity risks and aims to maintain a balance of funding through bank loans and internal resources[34] - The group aims to enhance long-term customer loyalty and engineering capabilities, which are key factors for securing customer orders[40] - The group plans to diversify its tenant mix in real estate investments to adapt to changing environments and anticipated market recovery[42] Economic and Regulatory Environment - The group anticipates facing significant economic challenges in the second half of 2024, potentially impacting performance due to high interest rates aimed at curbing inflation[38] - China's GDP growth was 5.3% in Q1 2024 and 4.7% in Q2 2024, with a target growth rate of approximately 5% for the year, which is expected to positively influence the group's business performance[38] - The central government is expected to implement further economic and monetary policies to stimulate market sentiment, which may benefit the group's operations[38] - The group is exploring opportunities to convert industrial land reserves in Nanjing and Tianjin to commercial use to enhance land value and development returns[44] Legal and Governance Matters - There have been no significant changes in litigation matters, including copyright infringement cases and damage claims, for the six months ending June 30, 2024[54] - The group is awaiting a ruling from the appellate court regarding a lawsuit related to Tianjin Binhai land, with the first instance ruling made on May 17, 2024[55] - The group has withdrawn an arbitration case based on strategic considerations as of April 18, 2024[56] - Changes in the board of directors include the resignation of several non-executive directors effective after the annual general meeting on June 27, 2024[57] - The company has established an Audit Committee consisting of three independent non-executive directors[58] - The Audit Committee reviewed the interim results for the six months ending June 30, 2024, and confirmed compliance with applicable accounting standards and regulations[58] Industry-Specific Challenges - Increased costs due to raw materials, transportation, and compliance with minimum wage legislation in mainland China may impact profit margins on sales[48] - The group faces risks related to the real estate market in mainland China, including policy changes and economic conditions that could adversely affect business and financial performance[49] - The group designs and manufactures various toys, shoes, and leather products, with financial performance dependent on consumer spending levels in the non-essential goods market[47]

Employee Share Incentive Plans - The company has adopted an employee share incentive plan with a budget of up to HKD 60,000,000 for purchasing shares from the market[1] - As of December 31, 2023, there has been no change in the number of shares awarded under the incentive plan, with a total expense of zero for the year[3][5] - The company has a total of 206,160,593 shares available for grant under the share incentive plan, representing approximately 1.56% of the issued share capital[46] - The company adopted a stock option plan on June 20, 2023, allowing for the issuance of up to 1,322,130,217 shares, representing approximately 10% of the total issued shares as of that date[77] - The maximum number of shares that can be issued to any participant under the stock option plan is limited to 1% of the total issued shares at any time within a 12-month period[77] - No stock options were granted, canceled, unexercised, exercised, or expired during the year under the 2023 stock option plan[78] - The company has adopted a share option scheme to encourage and reward eligible participants contributing to the group's success[100] - No share options were granted, exercised, cancelled, or lapsed under the 2012 share option scheme during the year[100] - The total number of share options outstanding as of January 1, 2023, was 13,000,000, with 2,000,000 options exercised during the year[101] Financial Performance - The company reported total revenue of HKD 2,887,000,000 for the year, a decrease of approximately 24% compared to HKD 3,814,000,000 in 2022[113] - The company recorded a post-tax loss of HKD 42,000,000 for the year, compared to a profit of HKD 66,000,000 in 2022[113] - The decline in revenue was primarily due to a decrease in toy product procurement orders from major customers, increased financial costs due to rising Hong Kong Interbank Offered Rate, and reduced income from the sale of berth bonds[113] - Despite the loss, the overall financial, business, and trading conditions of the company remain stable[113] - The company reported a basic loss per share of HKD 0.2 for the year, compared to a basic earnings per share of HKD 0.6 in 2022[120] - The trading and manufacturing segment's revenue decreased by approximately 25% to HKD 2,644,000,000, down from HKD 3,540,000,000 in 2022[122] - The OEM toy business generated revenue of HKD 2,450,000,000, a reduction of about 25% from HKD 3,246,000,000 in 2022[125] - The operating profit for the trading and manufacturing segment decreased by approximately 21% to HKD 185,400,000, down from HKD 236,000,000 in 2022[122] - The property investment and development segment's revenue decreased by about 12% to HKD 241,000,000, compared to HKD 273,000,000 in 2022[150] - Rental income from the property investment segment was HKD 173,000,000, an 8% decrease from HKD 187,200,000 in 2022[150] - The operating profit for the agriculture and forestry business was HKD 52,100,000, down from HKD 102,600,000 in 2022, representing a decrease of approximately 49%[130] - The company did not declare or distribute any dividends for the year, consistent with 2022[121] Governance and Risk Management - The company held four board meetings, three audit committee meetings, one remuneration and nomination committee meeting, one annual general meeting, and two special general meetings during the year[59] - The board consists of 11 members, including three executive directors, four non-executive directors, and four independent non-executive directors as of December 31, 2023[56] - The company has implemented a diversity policy for its board, considering factors such as gender, age, cultural and educational background, race, professional experience, skills, knowledge, and length of service[55] - The audit committee met with senior management and external auditors twice during the year to review accounting principles and practices, and discuss audit, internal control, and financial reporting matters[73] - The board has established an audit committee with specific written terms of reference outlining its powers and responsibilities[90] - The audit committee currently consists of five members, including four independent non-executive directors and one non-executive director[91] - The company has established a risk register to manage key risks, documenting estimated risks, current mitigation measures, and further management actions to control risks effectively[65] - The internal audit department regularly prepares audit plans and reports to the audit committee, ensuring effective risk management and internal control systems[83] - The company maintains a commitment to transparency and governance through its established audit committee and adherence to regulatory requirements[90] Strategic Outlook and Market Conditions - The company maintains a cautiously optimistic outlook for the market recovery and future business prospects, closely monitoring political and economic changes[161] - The company plans to control production costs through restructuring actions and expanding production bases in lower-cost countries[162] - The company aims to enhance customer loyalty and diversify its customer base, while exploring competitive pricing from different material suppliers[163] - The company anticipates a cautious optimism regarding the sales of residential units in Central Plaza, located in a prime area of Shenyang[165] - The group continues to focus on cost reduction by relocating production to lower-cost regions and outsourcing non-core components[126] - The group aims to enhance its competitive advantage in the OEM toy production business by streamlining operations, adopting automation, and providing unique integrated solutions[184] - The group plans to expand its customer base in the footwear trade, particularly in the US and Italy, to secure more orders while controlling production costs by diversifying production bases outside of China[185] - The group will continue to adopt a diversified tenant leasing strategy in response to the competitive and challenging real estate market in mainland China, where consumer confidence is crucial for recovery[186] - The group is exploring the feasibility of converting land reserves in Nanjing and Tianjin from industrial to commercial use to enhance land value and development returns[188] - The group currently leases over 290,000 acres (approximately 193 million square meters) of land in mainland China for agricultural purposes, focusing on high-profit crops and improving operational performance[188] - The group faces risks related to the economic downturn, credit crises, and other adverse economic conditions that could negatively impact consumer spending and client orders[190] - The overall condition of the Hong Kong economy and real estate market, along with government policies, may affect the group's income from its property portfolio[193] - The group is considering legal actions against 南京擎天科技有限公司 for the infringement of software copyrights, seeking compensation of RMB 210.4 million[197] - The group is committed to promoting sustainability through the use of recycled water and solar energy in its mainland China factories[184] Employee and Cost Management - The total number of employees as of December 31, 2023, was approximately 9,714, down from 10,006 in 2022, with employee costs around HKD 810,000,000 compared to HKD 1,183,000,000 in 2022[180] - The annual inflation rate in the US is around 3%, with expectations for the Federal Reserve to start cutting interest rates around mid-2024, which may boost economic growth and consumer spending[183]

Property Development and Sales - The group's flagship property project "Central Plaza" has approximately 65% of its residential and serviced apartment sales area sold as of this year[1]. - The group provided guarantees totaling approximately RMB 183,200,000 (about HKD 201,000,000) for independent buyers of the Central Plaza property as of December 31, 2023[9]. - The group is optimistic about the sales of residential units in Zhonghuan Plaza, located in a prime area of Shenyang, despite challenges posed by pandemic control measures[20]. - The group is exploring the feasibility of converting land reserves in Nanjing and Tianjin from industrial to commercial use to enhance land value and development returns[21]. - The total building area of the company's property investment portfolio in mainland China and Hong Kong is approximately 614,000 square meters and 26,000 square meters, respectively[38]. - The group's revenue from property investment and development decreased by approximately 12% to HKD 241 million in 2023, down from HKD 274 million in 2022[167]. - The operating profit for the property investment and development segment, including fair value changes, was HKD 52.1 million in 2023, compared to HKD 102.6 million in 2022[167]. - Rental income from the group's properties in Hong Kong decreased by about 8% to HKD 173 million in 2023, down from HKD 187.2 million in 2022[168]. Financial Performance - The company reported a basic loss per share of HKD 0.2 for the year 2023, compared to a basic earnings per share of HKD 0.6 in 2022, indicating a significant decline in profitability[33]. - Total revenue for the year ended December 31, 2023, was HKD 2,887,385, a decrease from HKD 3,813,722 in 2022, representing a decline of approximately 24.3%[110]. - Gross profit for the year was HKD 479,357, down from HKD 571,265 in the previous year, indicating a decrease of about 16.1%[110]. - The group reported a loss before tax of HKD (35,189) for the year, compared to a profit of HKD 86,936 in 2022, marking a significant turnaround[111]. - The company reported a loss of HKD 31,846,000 for the year ending December 31, 2023, compared to a profit of HKD 74,734,000 in 2022[137]. - The group reported a post-tax loss of HKD 42,000,000 for the year, compared to a post-tax profit of HKD 66,000,000 in 2022[176]. Segment Performance - Revenue from the trading and manufacturing segment decreased by approximately 36% to HKD 176 million in 2023, down from HKD 274 million in 2022, while operating profit increased by 15% to HKD 7.6 million[36]. - The trading and manufacturing segment recorded a revenue decrease of approximately 25% to HKD 2,644,000,000, down from HKD 3,540,000,000 in 2022[177]. - The OEM toy business generated revenue of HKD 2,450,000,000, a decrease of approximately 25% from HKD 3,246,000,000 in 2022[178]. - The group's segment profit for 2023 was HKD 231,813,000, up from HKD 292,347,000 in 2022, reflecting a decline of 20.7%[132]. Economic Outlook and Market Conditions - The International Monetary Fund forecasts a slight decrease in global economic growth rate from 3% in 2023 to 2.9% in 2024, which may provide more opportunities for the group, especially in its OEM toy manufacturing business[11]. - The group maintains a cautiously optimistic outlook for market recovery and future business prospects, anticipating a gradual rebound in consumer confidence in the second half of 2024[12]. - The group faces risks related to macroeconomic conditions, which could impact consumer spending and order volumes[24]. - The company anticipates continued uncertainty in the global economy for 2024, influenced by tensions between the US and mainland China, as well as geopolitical conflicts[41]. Cost Management and Operational Strategies - The group plans to control production costs through restructuring actions, including expanding production scale in Guangxi Province and automating processes[14]. - The group will continue to explore opportunities for further dispersing production bases in low-cost countries to enhance cost efficiency[15]. - The group continues to monitor raw material supply closely and is shifting production capacity from higher-cost areas in Guangdong Province to lower-cost areas in Guangxi Province to reduce costs[179]. - The group is adopting a diversified tenant mix leasing strategy to adapt to changing environments and consumer patterns[19]. Legal and Compliance Matters - The company believes that Nanjing Qingtian has severely violated integrity and is essentially a shell company with no personnel, premises, or funds[49]. - The company intends to pursue legal action to claim ownership of 31 software copyrights developed using resources from Nanhua Qingtian[49]. - The Jiangsu High Court ruled that individuals involved must pay a total of RMB 4,392,329.95 to Nanhua Qingtian, with a total of approximately RMB 28,000,000 frozen in Nanjing Qingtian's bank accounts[51]. - The company is currently awaiting a court hearing regarding a claim for damages of approximately RMB 366 million related to a land development agreement in Tianjin[54]. - Nanjing Qingtian and its executives are liable to pay a total of RMB 22,533,377.09 to Nanhua Qingtian, with joint liability for additional amounts from other executives[71]. Governance and Management - The company has established an audit committee consisting of four independent non-executive directors and one non-executive director to enhance governance[85]. - The company aims to improve its operational strategies and explore market expansion opportunities in the upcoming fiscal year[93]. - The group has adopted new accounting policies as per the Hong Kong Financial Reporting Standards, which did not have a significant impact on the financial statements[124].

Financial Performance - Revenue for the six months ended June 30, 2023, was HKD 1,137,892, a decrease of 48.2% compared to HKD 2,199,680 for the same period in 2022[3] - Gross profit for the period was HKD 124,861, down 59.0% from HKD 303,644 in the previous year[3] - Operating profit decreased to HKD 54,717, a decline of 56.4% from HKD 125,596 in 2022[3] - The company reported a loss before tax of HKD 83,702 compared to a profit of HKD 36,749 in the same period last year[3] - The total comprehensive loss for the period was HKD 306,328, compared to a total comprehensive income of HKD 268,597 in the previous year[34] - The company reported a basic loss per share of HKD 0.6 cents for the period[15] - The company reported a loss of approximately HKD 84,300,000 after tax for the current period, compared to a profit of approximately HKD 37,700,000 in the same period of 2022[89] - The company reported a loss attributable to shareholders of HKD 79,281,000 for the six months ended June 30, 2023, compared to a profit of HKD 46,693,000 in the same period last year[106] Assets and Liabilities - Total non-current assets amounted to HKD 10,067,354, down from HKD 10,343,535 as of December 31, 2022[43] - Current assets increased to HKD 3,407,541 from HKD 3,193,691 in the previous period[43] - As of June 30, 2023, total current liabilities increased to HKD 3,349,512 thousand from HKD 2,771,488 thousand as of December 31, 2022, representing a growth of approximately 20.8%[44] - Total assets minus current liabilities decreased to HKD 10,125,383 thousand as of June 30, 2023, from HKD 10,765,738 thousand as of December 31, 2022, indicating a decline of about 5.9%[44] - Non-current liabilities decreased to HKD 3,970,375 thousand as of June 30, 2023, from HKD 4,276,533 thousand as of December 31, 2022, reflecting a reduction of approximately 7.1%[44] - The total equity attributable to shareholders decreased to HKD 5,853,563 thousand as of June 30, 2023, from HKD 6,163,389 thousand as of December 31, 2022, a decline of about 5%[46] Cash Flow - The net cash flow from operating activities for the six months ended June 30, 2023, was a cash outflow of HKD 250,779 thousand, compared to an inflow of HKD 41,651 thousand for the same period in 2022[49] - The company reported a net cash increase of HKD 2,332 thousand for the six months ended June 30, 2023, compared to an increase of HKD 40,713 thousand for the same period in 2022[49] - Cash and bank balances were HKD 434,682, slightly down from HKD 438,262 in the previous year[43] - Cash and cash equivalents at the end of June 30, 2023, were HKD 402,629 thousand, down from HKD 621,926 thousand at the end of June 30, 2022[49] Revenue Breakdown - The group's revenue from the trading and manufacturing sector was HKD 131,160,000 for the six months ended June 30, 2023, compared to HKD 230,897,000 in 2022, reflecting a decrease of approximately 43.2%[59] - The investment and development sector reported revenue of HKD 594,463,000 for the six months ended June 30, 2023, down from HKD 1,353,565,000 in the previous year, a decline of about 56.1%[59] - Footwear trading revenue decreased by 29% to approximately HKD 108 million, compared to HKD 152.7 million in 2022, while operating profit remained stable at approximately HKD 5.6 million[62] - Brand sports product sales revenue decreased by 12% to approximately HKD 6.4 million, down from HKD 7.3 million in 2022, primarily due to the depreciation of the Renminbi[63] - Property investment and development revenue significantly decreased by 48% to approximately HKD 96.4 million, compared to HKD 184.7 million in 2022, with operating profit around HKD 32.5 million[64] - Rental income from the property investment portfolio in China and Hong Kong decreased by approximately 13% to HKD 86.5 million during the period[65] Operational Changes and Strategies - The group continues to diversify its production capacity and has shifted supply chains from Guangdong Province to Guangxi Province to control costs amid decreased demand for toy products[61] - The company plans to expand production capacity in Guangxi Province while reducing production in higher-cost areas such as Shenzhen and Dongguan to control manufacturing costs[119] - The company expects a recovery in order trends for its toy business in the second half of 2023, anticipating more orders than in the first half due to traditional seasonal demand[121] - The company is focusing on improving the rental rate of Central Plaza and leveraging the reopening of the night market to attract more potential tenants[123] Risks and Challenges - The group faced foreign exchange risks primarily related to the Renminbi and US Dollar, managing these risks through monitoring and forward contracts[70] - The company has identified key risks and uncertainties that may impact its operations, although not exhaustive, these risks are significant[127] - The group's financial performance is heavily dependent on the discretionary spending levels of consumers in the final sales markets for its products, which include toys, shoes, and leather goods[128] - Rising costs due to raw materials, transportation, and compliance with minimum wage legislation in mainland China may impact the profit margins of the group's products[129] - The majority of the group's property portfolio is located in mainland China, exposing it to risks associated with the real estate market, including policy changes and economic conditions[130] - The agricultural business is vulnerable to natural disasters and adverse weather conditions, which can lead to reduced yields or production delays[133] Shareholder Information - As of June 30, 2023, the total number of ordinary shares issued was 13,221,302,172, with significant holdings by key executives[150] - Mr. Wu holds a substantial personal interest of 1,312,816,324 shares, representing 66.22% of the total issued ordinary shares[136] - The company’s equity structure and shareholding percentages reflect significant ownership concentration among key stakeholders, indicating a strong alignment of interests[160] - The company’s board decided not to declare an interim dividend for the six months ended June 30, 2023, compared to no dividend declared in the same period last year[108] Corporate Governance and Compliance - The company has complied with the corporate governance code, except for certain absences of directors during meetings[195] - There were no purchases, sales, or redemptions of the company's listed securities during the six months ending June 30, 2023[194] - The company has not reported any significant changes during the six months ending June 30, 2023, compared to the previous year's annual report[198] Legal Matters - The company is currently involved in ongoing litigation regarding copyright infringement and land disputes[193] - The company has decided to withdraw a lawsuit after considering various factors and is exploring new legal avenues to protect its interests[199]

[Unaudited Interim Results Announcement](index=1&type=section&id=Unaudited%20Interim%20Results%20Announcement) This section presents the Group's unaudited interim financial results, including the income statement, comprehensive income, and financial position [Consolidated Income Statement](index=1&type=section&id=Consolidated%20Income%20Statement) The Group's revenue decreased by 48% to HKD 1,138 million, resulting in a loss of HKD 84.315 million, driven by reduced sales, higher finance costs, and lower disposal gains Consolidated Income Statement | Indicator | 2023 (thousand HKD) | 2022 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 1,137,892 | 2,199,680 | | Gross Profit | 124,861 | 303,644 | | Other Income and Gains, Net | 102,975 | 54,364 | | Operating Profit | 54,717 | 125,596 | | Finance Costs | (138,269) | (88,644) | | (Loss)/Profit Before Tax | (83,702) | 36,749 | | (Loss)/Profit for the Period | (84,315) | 37,731 | | (Loss)/Profit Attributable to Owners of the Company | (79,281) | 46,693 | | Non-controlling Interests | (5,034) | (8,962) | | Basic (Loss)/Earnings Per Share | (0.6) HK cents | 0.4 HK cents | - Current period revenue decreased by **48%** compared to the prior period, primarily due to reduced toy product sales orders, increased finance costs, and lower gains from disposal of vessel space bonds[52](index=52&type=chunk) [Consolidated Statement of Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) Total comprehensive income for the period was a loss of HKD 334.197 million, widening from the prior year, primarily due to period loss and foreign exchange differences Consolidated Statement of Comprehensive Income | Indicator | 2023 (thousand HKD) | 2022 (thousand HKD) | | :--- | :--- | :--- | | (Loss)/Profit for the Period | (84,315) | 37,731 | | Exchange Differences on Translating Financial Statements of Overseas Operations | (249,923) | (306,328) | | Exchange Reserve Reclassified to Profit or Loss upon Disposal of a Subsidiary | 41 | – | | Total Comprehensive Income for the Period | (334,197) | (268,597) | | Attributable to Owners of the Company | (309,826) | (237,648) | | Non-controlling Interests | (24,371) | (30,949) | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Total non-current assets were HKD 10,067 million, with net current assets at HKD 58 million, a decrease driven by reduced investment properties and higher borrowings Consolidated Statement of Financial Position | Indicator | June 30, 2023 (thousand HKD) | December 31, 2022 (thousand HKD) | | :--- | :--- | :--- | | Total Non-current Assets | 10,067,354 | 10,343,535 | | Total Current Assets | 3,407,541 | 3,193,691 | | Total Current Liabilities | 3,349,512 | 2,771,488 | | Net Current Assets | 58,029 | 422,203 | | Total Assets Less Current Liabilities | 10,125,383 | 10,765,738 | | Total Non-current Liabilities | 3,970,375 | 4,276,533 | | Net Assets | 6,155,008 | 6,489,205 | | Total Equity Attributable to Owners of the Company | 5,853,563 | 6,163,389 | | Total Equity | 6,155,008 | 6,489,205 | [Notes to the Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanatory notes to the consolidated financial statements, covering accounting policies, segment information, and key financial items [Basis of Preparation](index=6&type=section&id=Basis%20of%20Preparation) Interim financial statements are prepared under HKAS 34, adopting new HKFRSs with no significant impact on the Group's financial position or performance - The interim financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and were authorized for issue on August 22, 2023[11](index=11&type=chunk) - The Group has adopted amendments to HKAS 1, HKAS 8, and HKAS 12, but these amendments have had no significant impact on the Group's results and financial position for the current or prior periods[13](index=13&type=chunk)[14](index=14&type=chunk)[17](index=17&type=chunk) [Revenue and Segment Information](index=7&type=section&id=Revenue%20and%20Segment%20Information) Total revenue decreased significantly to HKD 1,137.892 million, with the US region experiencing the largest decline and a shift to operating loss Revenue and Segment Information | Region | 2023 Revenue (thousand HKD) | 2022 Revenue (thousand HKD) | 2023 Operating Profit Contribution (thousand HKD) | 2022 Operating Profit Contribution (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | People's Republic of China (including Hong Kong and Macau) | 131,160 | 230,897 | 65,145 | 23,310 | | United States of America | 594,463 | 1,353,565 | (3,918) | 69,681 | | Europe | 286,021 | 411,963 | (4,642) | 21,890 | | Japan | 7,332 | 8,916 | (128) | 476 | | Others | 118,916 | 194,339 | (1,740) | 10,239 | | **Total** | **1,137,892** | **2,199,680** | **54,717** | **125,596** | - In the first half of 2023, the Group's total revenue decreased by **48%** year-on-year, with revenue from the US region falling from **HKD 1,353,565 thousand** to **HKD 594,463 thousand**, and its operating profit contribution shifting from **HKD 69,681 thousand** to a loss of **HKD 3,918 thousand**[20](index=20&type=chunk) [Other Income and Gains, Net](index=8&type=section&id=Other%20Income%20and%20Gains,%20Net) The Group recognized a **HKD 78,197,000 gain** from subsidiary disposal, while other non-current asset disposal gains decreased significantly - In the first half of 2023, the gain on disposal of a subsidiary was **HKD 78,197,000** (2022: nil)[21](index=21&type=chunk) - The gain on disposal of other non-current assets was **HKD 980,000** (2022: **HKD 32,678,000**)[21](index=21&type=chunk) [Operating Profit](index=8&type=section&id=Operating%20Profit) Operating profit for H1 2023 significantly decreased to **HKD 54,717 thousand** from HKD 125,596 thousand, mainly due to reduced revenue Operating Profit | Indicator | 2023 (thousand HKD) | 2022 (thousand HKD) | | :--- | :--- | :--- | | Operating Profit | 54,717 | 125,596 | | Cost of Sales | 911,102 | 1,725,076 | | Provision for Inventories | 7,970 | 65,996 | | Depreciation of Property, Plant and Equipment | 18,924 | 25,245 | | Depreciation of Right-of-use Assets | 39,363 | 42,993 | [Finance Costs](index=9&type=section&id=Finance%20Costs) Finance costs surged by **56% to HKD 138.269 million** in H1 2023, mainly driven by increased interest on bank loans and other borrowings Finance Costs | Indicator | 2023 (thousand HKD) | 2022 (thousand HKD) | | :--- | :--- | :--- | | Interest on Bank Loans, Overdrafts and Other Borrowings | 126,617 | 74,935 | | Interest on Lease Liabilities | 11,652 | 14,986 | | Less: Amount Capitalized | – | (1,277) | | **Total Finance Costs** | **138,269** | **88,644** | - The increase in finance costs was primarily due to the rise in HIBOR during the period[52](index=52&type=chunk) [Income Tax](index=9&type=section&id=Income%20Tax) Income tax includes current and deferred tax, with Hong Kong profits tax at **16.5%** and China corporate income tax at **25%** - Hong Kong profits tax rate is **16.5%**, and China corporate income tax rate is **25%**[61](index=61&type=chunk) - Deferred tax is provided for temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements[40](index=40&type=chunk) [Interim Dividend](index=9&type=section&id=Interim%20Dividend) The Board resolved not to declare an interim dividend for the six months ended June 30, 2023, consistent with the prior period - The Board resolved not to declare an interim dividend for the six months ended June 30, 2023 (2022: nil)[41](index=41&type=chunk)[62](index=62&type=chunk) [Loss/Earnings Per Share](index=10&type=section&id=Loss%2FEarnings%20Per%20Share) Basic and diluted loss per share was **HKD 0.6 cents**, a shift from **HKD 0.4 cents earnings** in the prior period, due to the period's loss Loss/Earnings Per Share | Indicator | 2023 (thousand HKD) | 2022 (thousand HKD) | | :--- | :--- | :--- | | (Loss)/Profit Attributable to Owners of the Company | (79,281) | 46,693 | | Weighted Average Number of Ordinary Shares for Basic (Loss)/Earnings Per Share Calculation | 12,982,892 thousand shares | 12,982,892 thousand shares | | Weighted Average Number of Ordinary Shares for Diluted (Loss)/Earnings Per Share Calculation | 12,982,892 thousand shares | 13,409,004 thousand shares | | Basic (Loss)/Earnings Per Share | (0.6) HK cents | 0.4 HK cents | | Diluted (Loss)/Earnings Per Share | (0.6) HK cents | 0.4 HK cents | - The diluted loss per share for the first half of 2023 is the same as the basic loss per share because the outstanding potential ordinary shares had an anti-dilutive effect[66](index=66&type=chunk)[97](index=97&type=chunk) [Investment Properties and Non-current Assets Held for Sale](index=11&type=section&id=Investment%20Properties%20and%20Non-current%20Assets%20Held%20for%20Sale) Properties valued at approximately **HKD 46,242,000** were reclassified from investment properties to non-current assets held for sale - As of June 30, 2023, properties amounting to approximately **HKD 46,242,000** were reclassified from investment properties to non-current assets held for sale[67](index=67&type=chunk) [Trade Receivables](index=11&type=section&id=Trade%20Receivables) Trade receivables increased to approximately **HKD 545,466,000**, net of loss allowance, with strict control maintained over outstanding amounts Trade Receivables | Indicator | June 30, 2023 (thousand HKD) | December 31, 2022 (thousand HKD) | | :--- | :--- | :--- | | Trade Receivables | 545,466 | 343,591 | - The Group's trade terms with customers are primarily on credit, with credit periods generally ranging from one to three months, and a credit control department monitors credit risk[49](index=49&type=chunk) [Trade Payables](index=11&type=section&id=Trade%20Payables) Trade payables slightly decreased to approximately **HKD 553,968,000**, with most accounts aged within six months Trade Payables | Indicator | June 30, 2023 (thousand HKD) | December 31, 2022 (thousand HKD) | | :--- | :--- | :--- | | Trade Payables | 553,968 | 576,316 | - The majority of trade payables are aged within six months[69](index=69&type=chunk) [Share Capital](index=12&type=section&id=Share%20Capital) Total authorized share capital was **HKD 260,000 thousand**, with issued and fully paid capital at **HKD 134,413 thousand**, unchanged from prior period Share Capital | Indicator | June 30, 2023 (thousand HKD) | December 31, 2022 (thousand HKD) | | :--- | :--- | :--- | | Total Authorized Share Capital | 260,000 | 260,000 | | Total Issued and Fully Paid Share Capital | 134,413 | 134,413 | - The number of ordinary shares and redeemable convertible preference shares issued by the Company remained unchanged for the six months ended June 30, 2023 and 2022[72](index=72&type=chunk) - Redeemable convertible preference shares are redeemable by the Company at any time, entitle holders to dividends or distributions at the discretion of the Board on a pro-rata basis, and have priority over ordinary shares in liquidation[25](index=25&type=chunk) [Management Discussion and Analysis](index=13&type=section&id=Management%20Discussion%20and%20Analysis) This section offers management's review of the Group's financial performance, business segments, liquidity, capital structure, and future outlook [Financial Review and Key Performance Indicators](index=13&type=section&id=Financial%20Review%20and%20Key%20Performance%20Indicators) H1 2023 revenue decreased by **48% to HKD 1,138 million**, resulting in a **HKD 84.3 million post-tax loss** and **HKD 0.6 cents loss per share** - The Group's revenue for the first half of 2023 was approximately **HKD 1,138 million**, a **48%** decrease compared to the same period in 2022[52](index=52&type=chunk) - The post-tax loss for the current period was approximately **HKD 84.3 million**, compared to a post-tax profit of approximately **HKD 37.7 million** in the same period of 2022[52](index=52&type=chunk) - Loss per share attributable to owners of the Company was **HKD 0.6 cents** (2022: earnings per share of **HKD 0.4 cents**)[74](index=74&type=chunk) [Business Review](index=13&type=section&id=Business%20Review) The Group's core businesses are trading, property, and agriculture; H1 2023 saw declines in trading and property revenue, but growth in agriculture - The Group's principal businesses are trading and manufacturing, property investment and development, and agriculture and forestry businesses[75](index=75&type=chunk) [Trading and Manufacturing](index=13&type=section&id=Trading%20and%20Manufacturing) Trading and Manufacturing revenue decreased by **48% to HKD 1,041 million**, resulting in an operating loss, primarily due to reduced OEM toy orders - The Trading and Manufacturing segment's revenue decreased by **48%** to approximately **HKD 1,041 million**, recording an operating loss of approximately **HKD 9.4 million** (2022: operating profit of approximately **HKD 107.7 million**)[30](index=30&type=chunk) [OEM Toy Manufacturing](index=13&type=section&id=OEM%20Toy%20Manufacturing) OEM toy revenue decreased by **50% to HKD 924 million** due to global economic factors and cautious client ordering, with cost control efforts underway - OEM toy business revenue was approximately **HKD 924 million**, a **50%** decrease compared to the same period in 2022[106](index=106&type=chunk) - The decline in revenue was mainly due to major customers actively pushing shipment plans in the first half of 2022 to avoid logistics bottlenecks, followed by cautious ordering strategies, leading to fewer orders in the current period[52](index=52&type=chunk)[77](index=77&type=chunk)[107](index=107&type=chunk) - The Group is committed to controlling costs through capacity diversification and relocating its supply chain from Guangdong Province to Guangxi Province in mainland China[78](index=78&type=chunk) [Footwear Trading](index=14&type=section&id=Footwear%20Trading) Footwear trading revenue decreased by **29% to HKD 108 million**, but operating profit remained stable at **HKD 5.6 million** through production diversification - Footwear trading business revenue decreased by **29%** to approximately **HKD 108 million** (2022: approximately **HKD 152.7 million**)[53](index=53&type=chunk) - The overall operating profit for this segment remained stable at approximately **HKD 5.6 million** (2022: approximately **HKD 5.5 million**), offsetting the impact of reduced demand through production diversification in low-cost countries[53](index=53&type=chunk) [Branded Ball Products Sales](index=14&type=section&id=Branded%20Ball%20Products%20Sales) Branded ball product sales revenue decreased by **12% to HKD 6.4 million** due to RMB depreciation, but overall segment performance remained stable - Branded ball products sales revenue decreased by **12%** to approximately **HKD 6.4 million** (2022: approximately **HKD 7.3 million**), primarily due to the depreciation of RMB[109](index=109&type=chunk) - The overall performance of this segment remained stable[109](index=109&type=chunk) [Property Investment and Development](index=15&type=section&id=Property%20Investment%20and%20Development) Property investment revenue decreased by **48% to HKD 96.4 million**, with operating profit at **HKD 32.5 million**, impacted by lower rents and RMB depreciation - Property Investment and Development segment revenue significantly decreased by **48%** to approximately **HKD 96.4 million** (2022: approximately **HKD 184.7 million**)[31](index=31&type=chunk) - The operating profit for this segment (including fair value changes of investment properties) was approximately **HKD 32.5 million** (2022: approximately **HKD 33.5 million**)[31](index=31&type=chunk) - Rental income was **HKD 86.5 million**, a decrease of approximately **13%** compared to the same period in 2022, mainly affected by lower rents in previous years before the pandemic and RMB depreciation[111](index=111&type=chunk) - Approximately **60%** of the total saleable area of the residential towers and serviced apartments of the Group's flagship property project "Central Plaza" has been sold, and management is cautiously optimistic about its sales and rental contributions[112](index=112&type=chunk) [Agriculture and Forestry Business](index=16&type=section&id=Agriculture%20and%20Forestry%20Business) Agriculture and Forestry revenue grew to **HKD 698,000**, with operating profit of **HKD 67.7 million**, including a **HKD 78.2 million** disposal gain - Agriculture and Forestry business revenue increased to approximately **HKD 698,000** (2022: approximately **HKD 77,000**)[113](index=113&type=chunk) - The operating profit for the current period was **HKD 67.7 million**, which includes a gain of **HKD 78.2 million** from the disposal of a subsidiary[113](index=113&type=chunk) - Excluding the disposal gain, the operating loss for the current period decreased by approximately **24%** to approximately **HKD 10.5 million** (2022: approximately **HKD 13.8 million**)[113](index=113&type=chunk) [Liquidity and Financial Resources](index=16&type=section&id=Liquidity%20and%20Financial%20Resources) Current ratio was **1.0** and gearing ratio **33%**, both decreased from prior period, with operations funded by internal resources and bank borrowings Liquidity and Financial Resources | Indicator | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Current Ratio | 1.0 | 1.2 | | Gearing Ratio | 33% | 35% | - The gearing ratio is calculated based on the Group's long-term bank borrowings of **HKD 2,006 million** against the Group's equity of **HKD 6,155 million**[84](index=84&type=chunk) [Capital Structure](index=16&type=section&id=Capital%20Structure) The Group's capital structure remains largely unchanged compared to the most recently published annual report - The Group's capital structure has not undergone significant changes compared to the most recently published annual report[115](index=115&type=chunk) [Exchange Rate Fluctuation Risk and Related Hedging](index=16&type=section&id=Exchange%20Rate%20Fluctuation%20Risk%20and%20Related%20Hedging) The Group manages foreign currency exchange rate risks, including RMB and USD, through close monitoring and timely forward contracts - The Group faces foreign currency exchange rate risks, including RMB and USD, arising from future commercial transactions, recognized assets, liabilities, and net investments in mainland China operations[165](index=165&type=chunk) - The Group manages foreign currency exchange rate risks by closely monitoring exchange rate movements and entering into forward contracts when appropriate[165](index=165&type=chunk) [Significant Acquisitions and Disposals of Subsidiaries and Associates](index=17&type=section&id=Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Associates) The Group completed the disposal of Genius Year Limited for a **HKD 78,197,000 gain** and has an pending agreement to dispose of Kunshan Huiqiang Footwear Co., Ltd - Thousand China Investments Limited, an indirect wholly-owned subsidiary of the Company, completed the disposal of **100%** equity interest in Genius Year Limited on January 13, 2023, for a total consideration of **HKD 89,840,000**, recognizing a gain on disposal of approximately **HKD 78,197,000**[116](index=116&type=chunk) - Huiqiang Footwear Co., Ltd., an indirect wholly-owned subsidiary of the Company, has entered into an agreement to dispose of **100%** equity interest in Kunshan Huiqiang Footwear Co., Ltd. for a consideration of **RMB 61,500,000** (approximately **HKD 68,333,000**), which has not yet been completed as of the announcement date[87](index=87&type=chunk) [Contingent Liabilities](index=18&type=section&id=Contingent%20Liabilities) A PRC subsidiary provided guarantees of approximately **RMB 171 million (HKD 185 million)** for Central Plaza property buyers, to be released upon property certificate issuance - A PRC subsidiary of the Company provided guarantees totaling approximately **RMB 171,000,000** (approximately **HKD 185,000,000**) to financial institutions for independent buyers of Central Plaza properties[118](index=118&type=chunk) - The aforementioned guarantees will be released upon the issuance of property ownership certificates to these buyers[118](index=118&type=chunk) - Save for the above, there were no other significant changes in the Group's pledged assets and contingent liabilities[89](index=89&type=chunk) [Outlook](index=18&type=section&id=Outlook) H2 2023 presents challenges and opportunities; the Group will control costs, expand customer base, and explore property and agriculture business opportunities - In the second half of 2023, Sino-US relations and the Russia-Ukraine war will continue to pose uncertainties to the business environment, and major central banks' tightening monetary policies will have adverse spillover effects on the global economy, requiring time for recovery[119](index=119&type=chunk) - China's relaxed COVID-19 measures and the reopening of the Hong Kong-mainland border, along with the central government's policies to achieve economic growth targets, will have a direct and favorable impact on the performance of the Group's various business segments[119](index=119&type=chunk) - The Group will control manufacturing costs and expenses through restructuring actions, including expanding production scale in Guangxi Province and reducing production scale in high-cost areas of Guangdong Province, and identifying key customer needs to provide one-stop solutions[120](index=120&type=chunk) - The Group will continue to explore converting some land reserve assets in Nanjing and Tianjin from industrial to commercial use and remains cautiously optimistic about the sales of residential units at Shenyang Central Plaza[94](index=94&type=chunk)[56](index=56&type=chunk) - The agriculture and forestry business will continue to explore opportunities to cultivate high-margin varieties and focus on improving harvests, sales distribution channels, and implementing cost controls[124](index=124&type=chunk) [Key Risks and Uncertainties](index=21&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces diverse risks including economic recession, cost increases, property market volatility, policy changes, and natural disasters, which are regularly reviewed and mitigated - The Group's financial results depend on the level of discretionary consumer spending in the end markets for its products; economic recession, credit crises, and other economic downturns can lead to reduced disposable income for consumers, thereby affecting customer orders[167](index=167&type=chunk) - Increased costs may affect product profit margins, including increases in raw materials, transportation, minimum wage legislation, or compliance with regulatory requirements[147](index=147&type=chunk) - The majority of the Group's property portfolio is located in mainland China, facing risks related to the mainland China real estate market, including policy changes, RMB exchange rate fluctuations, interest rate changes, supply-demand imbalances, and overall economic conditions[57](index=57&type=chunk)[148](index=148&type=chunk) - The agriculture and forestry business is susceptible to natural disasters and adverse weather conditions such as droughts, floods, earthquakes, and environmental disasters, which may lead to reduced yields or production delays[35](index=35&type=chunk)[150](index=150&type=chunk) [Corporate Governance and Other Information](index=22&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section details the Company's corporate governance practices, director information updates, and significant litigation progress [Corporate Governance Code](index=22&type=section&id=Corporate%20Governance%20Code) The Company generally complied with the Corporate Governance Code, with minor deviations regarding director attendance at EGM and AGM due to other engagements - The Company complied with the Corporate Governance Code in Appendix 14 of the Listing Rules during the first half of 2023[130](index=130&type=chunk) - Messrs. Ng Hung Sang, Ng Yuk Yeung, Ng Yuk Fung, and Kam Yiu Sing were unable to attend the extraordinary general meeting and annual general meeting due to other important engagements, constituting a deviation from Code Provisions F.2.2 and C.1.6 of the Corporate Governance Code[130](index=130&type=chunk)[155](index=155&type=chunk) [Interim Dividend](index=22&type=section&id=Interim%20Dividend_CG) The Board resolved not to declare an interim dividend for the six months ended June 30, 2023, consistent with the prior period - The Board resolved not to declare an interim dividend for the six months ended June 30, 2023 (2022: nil)[152](index=152&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=22&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) Neither the Company nor its subsidiaries purchased, sold, or redeemed any listed securities during the six months ended June 30, 2023 - During the six months ended June 30, 2023, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares[153](index=153&type=chunk) [Litigation Progress](index=23&type=section&id=Litigation%20Progress) The Group is involved in several lawsuits, including an appealed copyright case and a withdrawn Tianjin land case, with no other significant changes in litigation progress - In the copyright infringement case, the Jiangsu Provincial Higher People's Court ruled that two computer software copyrights belong to Nanjing Nanhua Qingtian Information Technology Co., Ltd., and Nanhua Qingtian has filed an appeal[156](index=156&type=chunk) - The Tianjin Binhai land infringement case has been withdrawn, and the legal team is exploring initiating a new case from a perspective more favorable to protecting the interests of Huanwei and Tianjin Nanhua Real Estate Development Co., Ltd[133](index=133&type=chunk) - There were no significant changes in the corporate interest liability dispute case and the Nansha land arbitration case during the six months ended June 30, 2023[134](index=134&type=chunk)[157](index=157&type=chunk) [Update on Directors' Information](index=23&type=section&id=Update%20on%20Directors'%20Information) Mr. Ng Yuk Yeung was appointed INED and committee member of China Rongzhong Financial, and Ms. Li Yuen Yu joined the Company's Audit Committee - Mr. Ng Yuk Yeung was appointed as an independent non-executive director and a member of the audit committee, nomination committee, and remuneration committee of China Rongzhong Financial Holdings Co., Ltd. (stock code: 03963), effective April 28, 2023[37](index=37&type=chunk) - Ms. Li Yuen Yu was appointed as a member of the Company's Audit Committee on July 7, 2023[159](index=159&type=chunk) Directors | Position | Name | | :--- | :--- | | Executive Directors | Mr. Ng Hung Sang, Ms. Cheung Sai Oi, Mr. Ng Yuk Yeung | | Non-executive Directors | Ms. Ng Yuk Mo, Mr. Ng Yuk Fung, Ms. Li Yuen Yu, Mr. Yu Pui Hang | | Independent Non-executive Directors | Mr. Kam Yiu Sing, Ms. Tse Wong Siu Yin, Ms. Pong Oi Lan, BBS, JP, Mr. Wong Chun Tat, JP | [Audit Committee](index=24&type=section&id=Audit%20Committee) The Audit Committee, comprising INEDs and a NED, reviewed and confirmed the Group's unaudited interim results comply with accounting standards - The Audit Committee comprises Mr. Kam Yiu Sing (Chairman), Ms. Tse Wong Siu Yin, Ms. Pong Oi Lan, BBS, JP, and Mr. Wong Chun Tat, JP (all independent non-executive directors), and Ms. Li Yuen Yu (non-executive director)[162](index=162&type=chunk) - The Audit Committee has reviewed the Group's unaudited interim results for the six months ended June 30, 2023, and is of the opinion that their preparation complies with applicable accounting standards and requirements, and that adequate disclosures have been made[161](index=161&type=chunk) [Publication of Interim Results and Interim Report](index=24&type=section&id=Publication%20of%20Interim%20Results%20and%20Interim%20Report) This announcement is published on HKEX and Company websites; the interim report for H1 2023 will be published and dispatched to shareholders - This announcement is published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company's website (www.scholding.com)[163](index=163&type=chunk) - The Company's interim report for the six months ended June 30, 2023, will be published on the aforementioned websites and dispatched to the Company's shareholders in due course[163](index=163&type=chunk)

Announcement Overview This section provides an overview of the announcement, including company information and the context of the supplementary disclosure [Company Information](index=1&type=section&id=Company%20Information) This announcement is issued by South China Holdings Company Limited, a company incorporated in the Cayman Islands with stock code 00413 - Company Name: **South China Holdings Company Limited**[1](index=1&type=chunk) - Place of Incorporation: **Cayman Islands**[1](index=1&type=chunk) - Stock Code: **00413**[1](index=1&type=chunk) [Announcement Context](index=1&type=section&id=Announcement%20Context) This announcement supplements the annual report of South China Holdings Company Limited for the year ended December 31, 2022, published on April 24, 2023, providing additional information on the employee share award scheme in accordance with the Listing Rules - This announcement serves as a supplement to the annual report for the year ended **December 31, 2022**[7](index=7&type=chunk)[13](index=13&type=chunk) - It aims to provide additional information regarding the share award scheme in accordance with **Listing Rules 17.09 and 17.12(2)**[7](index=7&type=chunk) Details of Employee Share Award Scheme This section outlines the specifics of the employee share award scheme, covering its purpose, participant eligibility, share quantities, and key terms [Purpose of the Scheme](index=1&type=section&id=Purpose%20of%20the%20Scheme) The share award scheme aims to recognize employee contributions, encourage retention to support the Group's operations and sustainable development, and attract suitable talent for future growth - Objectives include: (i) recognizing contributions of selected employees to the Group; (ii) encouraging selected employees to remain with the Group to support its operations and sustainable development; and (iii) attracting suitable talent for the Group's future development[4](index=4&type=chunk)[7](index=7&type=chunk) [Participant Eligibility](index=1&type=section&id=Participant%20Eligibility) The Board of Directors may from time to time select any employee of the Group to participate in the share award scheme - Participants are any employees of the Group as selected by the Board of Directors from time to time[15](index=15&type=chunk) [Share Quantity and Entitlement](index=1&type=section&id=Share%20Quantity%20and%20Entitlement) As of the annual report date, the total number of shares available for grant under the scheme is 206,160,593, representing approximately 1.56% of the issued share capital, with no maximum entitlement set per selected participant Total Shares Available for Grant Under Share Award Scheme | Metric | Value | | :--- | :--- | | Number of shares available for grant (as of annual report date) | 206,160,593 shares | | Percentage of issued share capital (approx.) | 1.56% | - No maximum entitlement is set for each selected participant under the share award scheme[2](index=2&type=chunk)[17](index=17&type=chunk) [Scheme Terms](index=2&type=section&id=Scheme%20Terms) The vesting period for share awards is determined by the Board, with no exercise period set; no payment is required to accept awards, and the purchase price is Board-determined; the scheme is effective for 15 years from March 18, 2011, with approximately 2.5 years remaining, and the trustee cannot exercise voting rights over shares held in trust - The vesting period for share awards will be determined by the Board at the time of grant; in case of a participant's death or retirement, all awarded shares and income are deemed vested immediately prior to the date of death or retirement[5](index=5&type=chunk)[14](index=14&type=chunk) - No exercise period is set for the awarded shares[9](index=9&type=chunk) - No payment is required upon acceptance of a share award, and the purchase price for each awarded share will be determined by the Board at the time of grant[14](index=14&type=chunk) - The share award scheme is valid and effective for **15 years** from **March 18, 2011** (adoption date), with an approximate remaining term of **2.5 years**[14](index=14&type=chunk)[18](index=18&type=chunk) - The trustee may not exercise voting rights over any shares held in trust[10](index=10&type=chunk) Board of Directors This section details the composition of the company's Board of Directors as of the announcement date [Current Board Composition](index=3&type=section&id=Current%20Board%20Composition) As of the announcement date, the Board of Directors of South China Holdings Company Limited comprises executive directors, non-executive directors, and independent non-executive directors Board of Directors Member List | Executive Directors | Non-Executive Directors | Independent Non-Executive Directors | | :------------------ | :---------------------- | :---------------------------------- | | Mr. Ng Hung Sang | Ms. Ng Yuk Mui, Jessica | Ms. Tse Wong Siu Yin, Shirley | | Ms. Cheung Sai Oi | Mr. Ng Yuk Fung | Mr. Kam Yiu Sing | | Mr. Ng Yuk Yeung | Ms. Li Yuen Yu | Ms. Pong Oi Lan, BBS, JP | | | Mr. Yu Pui Hang | Mr. Wong Chun Tat, JP |

Financial Performance - The company reported its financial performance and position for the year ended December 31, 2022, in the annual report, with detailed financial statements provided on pages 81 to 199[82]. - The company's distributable reserves as of December 31, 2022, amounted to HKD 993,100,000, a decrease from HKD 1,064,817,000 in 2021[96]. - The board may recommend the payment of interim, final, or special dividends based on the group's actual and expected financial performance, business performance, and other relevant factors[88]. - The board considers various factors, including financial and economic conditions, when determining dividend amounts[88]. - The company has adopted a dividend policy allowing for the declaration and distribution of dividends to shareholders, enabling them to share in the company's profits while retaining appropriate reserves for future development[83]. Real Estate and Property Development - The total leasable area of residential buildings and serviced apartments is approximately 60% sold[2]. - The group is cautiously optimistic about the sales of residential units in Central Plaza, located in a prime residential area of Shenyang, benefiting from direct subway access and proximity to restaurants and retail stores[20]. - The group plans to explore the feasibility of converting some land reserves in Nanjing and Tianjin from industrial to commercial use to enhance land value and development returns[20]. - The group is facing risks related to the real estate market in mainland China, including policy changes, currency fluctuations, interest rate changes, and overall economic conditions[31]. - The group is also exposed to risks associated with the Hong Kong real estate market, including government policies and competition affecting rental levels[32]. - The company expects the Chinese economy to rebound, benefiting the retail business core sources of its leasing division[19]. - The company will hold night market events from March to October 2023 to enhance the commercial atmosphere and attract potential tenants[19]. Corporate Governance and Compliance - The board is responsible for the group's environmental, social, and governance (ESG) strategy and reporting, ensuring compliance with ESG risk management and internal control systems[80]. - The company emphasizes the importance of corporate governance and compliance with regulatory requirements in its operations[80]. - The company has a comprehensive ESG policy and performance discussion included in the annual report, specifically on pages 54 to 74[81]. - The board includes independent non-executive directors who contribute to the governance and oversight of the company's operations[69][76]. - The company has set up compliance procedures to ensure adherence to applicable laws, rules, and regulations[59]. Operational Strategy and Market Expansion - The company plans to expand its customer base and establish production bases in countries with lower production costs[16]. - The company aims to maintain long-term relationships with loyal customers while expanding its customer base through referrals[18]. - The company has a focus on expanding its market presence through strategic investments and partnerships in various sectors[79]. - The group aims to improve operational performance in its agricultural sector by enhancing yields, sales distribution channels, and implementing cost control measures[28]. Legal Matters - The group is currently involved in a copyright infringement lawsuit against Nanjing Qingtian Technology Co., Ltd., seeking compensation of RMB 210.4 million for damages[41]. - The group is awaiting a judgment on the copyright infringement case, which has seen multiple hearings and appeals in the Jiangsu High Court[39]. - 南京擎天需向南华擎天支付人民币22,533,377.09元，辛颖梅女士需支付人民币4,392,329.95元，汪晓刚先生、张虹先生和南京擎天对该款项承担连带清偿责任[46]. - 江蘇省中級人民法院于2017年2月裁定南京擎天持有的银行账户内总额约人民币28,000,000元[47]. Shareholder Information - The company has a total of 13,221,302,172 ordinary shares issued as of December 31, 2022[125]. - The beneficial ownership includes 1,075,765,537 shares and 1,273,122,098 shares held by related parties, representing 66.22% of the total[156]. - The company has no provisions for preemptive rights regarding the issuance of new shares to existing shareholders[99]. - The company has a focus on medium to large property investment and development projects, while its subsidiary seeks to expand into financial services[170]. - The company maintains sufficient public float as per listing rules, ensuring compliance with regulatory requirements[174]. Related Party Transactions - The company reported a significant related party transaction involving a management service agreement for a residential development project covering approximately 58,000 square meters, with a total cost of RMB 30,000,000 (approximately HKD 34,100,000)[184]. - The company's independent non-executive directors confirmed that the transactions were part of the group's ordinary business and were conducted on fair and reasonable terms[191]. Employee Development and Corporate Culture - 公司高度重视员工个人发展，并已采用股权计划及股份奖励计划以表彰员工贡献[60]. - 公司致力于提供卓越的客户服务，并已建立多种方式加强与客户的沟通[61].