Financial Performance - Revenue for the year ended December 31, 2023, was HK$469,181,000, an increase of 27% from HK$369,452,000 in 2022[15]. - Gross profit for 2023 was HK$108,860,000, up from HK$86,157,000 in 2022, reflecting a gross margin improvement[15]. - Loss for the year decreased to HK$122,944,000 in 2023 from HK$171,741,000 in 2022, representing a 28% reduction in losses[16]. - Basic loss per share improved to HK$2.56 in 2023 compared to HK$3.51 in 2022[15]. - Total comprehensive loss for the year was HK$155,322,000, down from HK$331,375,000 in the previous year, indicating a significant reduction[16]. - The Group recorded a loss before tax of approximately HK$133.2 million (2022: loss of HK$141.1 million) during the Year[120]. - Loss attributable to owners of the Company was approximately HK$82.3 million (2022: loss of HK$112.5 million), with a basic loss per share of HK2.56 cents (2022: loss of HK3.51 cents)[121]. - The Group recorded a loss of approximately HK$122.9 million, an improvement from a loss of HK$171.7 million in 2022[168]. Assets and Liabilities - The audited consolidated results for the year ended December 31, 2023, show total assets of HK$1,792,449,000, a decrease from HK$1,886,963,000 in 2022, representing a decline of approximately 5%[5]. - Current liabilities increased to HK$498,086,000 in 2023 from HK$257,788,000 in 2022, marking a significant rise of about 93%[5]. - Cash and cash equivalents decreased sharply to HK$201,745,000 in 2023 from HK$554,705,000 in 2022, reflecting a decline of approximately 64%[5]. - The company's total equity decreased to HK$1,693,789,000 in 2023 from HK$1,810,227,000 in 2022, a reduction of about 6.4%[6]. - Non-current assets totaled HK$1,421,451,000 in 2023, up from HK$1,011,525,000 in 2022, representing an increase of approximately 40%[5]. - Segment assets totaled HK$2,257,609,000 as of December 31, 2023, with unallocated assets amounting to HK$32,926,000, leading to consolidated total assets of HK$2,290,535,000[34]. - Total liabilities decreased by 78.4% to approximately HK$596.7 million, primarily due to increased payables in the new segment and a bank loan for the wine business[122]. Revenue Streams - Revenue from the sale of completed properties decreased significantly to HK$43,632,000 in 2023 from HK$285,753,000 in 2022, representing a decline of 85.7%[49]. - Revenue from the production and distribution of wine increased slightly to HK$86,715,000 in 2023 from HK$83,699,000 in 2022, a growth of 3.7%[49]. - The entertainment business generated revenue of HK$1,178,000 in 2023, with no revenue reported in 2022[49]. - The property management segment reported revenue of HK$337,656,000 in 2023, with no revenue reported in 2022[47]. - Revenue generated from the entertainment business was approximately HK$1.2 million, marking its first contribution in the Year[1]. Expenses and Costs - Selling and distribution expenses decreased significantly to HK$33,627,000 from HK$66,109,000, showing improved cost management[15]. - Administrative and other operating expenses increased by 48.2% to approximately HK$126.6 million, mainly attributable to the New Segment[4]. - Total staff costs rose to HK$59,009,000 in 2023, compared to HK$37,133,000 in 2022, marking a 59% increase[82]. - Other revenue, gains, and losses amounted to HK$20,040,000 in 2023, compared to HK$22,199,000 in 2022[15]. Impairments and Losses - Impairment losses on intangible assets totaled HK$46,345,000 in 2023, with no such losses reported in 2022[15]. - The Group recognized impairment losses on completed properties held for sale of approximately HK$51.7 million during the Year (2022: Nil) based on a business valuation prepared by an independent professional valuer[120]. - Impairment loss on property, plant, and equipment recognized during the Year was approximately HK$2.1 million, reflecting the fair value assessment of the entertainment business[6]. - The company reported an accumulated impairment loss of HK$46,345,000 for intangible assets during the year[101]. Governance and Compliance - The Board consists of four executive directors and three independent non-executive directors, ensuring effective governance[175]. - The Company has complied with all applicable corporate governance code provisions, with a noted deviation from code provision C.2.1[178]. - The Group's auditor confirmed that the financial figures align with the consolidated financial statements for the year[174]. Future Outlook - The Group plans to explore the potential disposal of its South Korean business if suitable opportunities arise[135]. - The Group aims to integrate wine, resorts, and property management into a comprehensive cultural tourism service provider by 2024[142]. - For the Year 2024, the budgeted capital expenditure is approximately HK$20.0 million, primarily for the construction of winery factories[121].

Financial Performance - For the six months ended June 30, 2023, the company reported a revenue of HK$135,253,000, a decrease of 46% compared to HK$250,081,000 in the same period of 2022[28]. - The gross profit for the period was HK$37,953,000, down 30% from HK$54,749,000 year-over-year[28]. - The loss for the period was HK$18,593,000, significantly improved from a loss of HK$123,428,000 in the previous year[29]. - Total comprehensive loss for the period amounted to HK$107,358,000, compared to HK$210,939,000 in the same period last year[29]. - The company reported a basic and diluted loss per share of HK$0.38 for the period[28]. - The loss attributable to owners of the company for the period was HK$12,195,000, a significant improvement from HK$73,318,000 in the previous year[138]. - Loss from operating activities rose to HK$20,796,000 from HK$17,493,000, an increase of about 13.2% year-over-year[120]. Cash Flow and Liquidity - The company’s cash and cash equivalents decreased to HK$242,291,000 as of June 30, 2023, down from HK$554,705,000 at the end of 2022[30]. - The total cash and cash equivalents at the end of the period decreased to HK$242,291,000 in 2023 from HK$541,098,000 in 2022, representing a decline of approximately 55.2%[56]. - The company reported a net decrease in cash and cash equivalents of HK$349,253,000 for the period, compared to a decrease of HK$68,365,000 in the previous year, highlighting increased cash outflows[56]. - The net cash used in operating activities was HK$14,502,000, compared to HK$32,474,000 generated in the same period of 2022, indicating a significant decline in cash flow from operations[56]. - The net cash used in investing activities increased to HK$384,126,000 in 2023 from HK$3,176,000 in 2022, reflecting a substantial rise in investment expenditures[56]. - The net cash generated from financing activities was HK$49,375,000 in 2023, a recovery from the net cash used of HK$97,663,000 in 2022, suggesting improved financing conditions[56]. - The company’s cash and bank balances at the end of the period were HK$242,291,000, down from HK$541,098,000 in the previous year, reflecting a significant liquidity contraction[56]. Assets and Liabilities - Non-current assets totaled HK$1,437,838,000, an increase from HK$1,011,525,000 at the end of 2022[30]. - The total equity of the company as of June 30, 2023, was HK$1,748,094,000, compared to HK$1,810,227,000 at the end of 2022[30]. - The total segment assets as of June 30, 2023, amounted to HK$1,037,061,000, a decrease from HK$1,634,431,000 as of December 31, 2022[114]. - Trade receivables as of June 30, 2023, were HK$99,635,000, down from HK$270,910,000 at the end of 2022[30]. - Trade payables totaled HK$93,269,000 as at 30 June 2023, compared to HK$30,241,000 as at 31 December 2022, indicating a significant increase[168]. Revenue Streams - Revenue from the entertainment business for the six months ended June 30, 2023, was HK$339,000, while the production and distribution segment generated HK$135,253,000, indicating a diversified revenue stream[66]. - Revenue from external customers for the six months ended June 30, 2023, was HK$250,081,000, an increase from HK$135,253,000 in the same period of 2022, representing an 85% growth[90]. - The segment revenue from property management services was HK$80,195,000 for the six months ended June 30, 2023, compared to HK$0 in the same period of 2022, indicating a new revenue stream[105]. - The revenue from the production and distribution of wine was HK$43,698,000 for the six months ended June 30, 2023, down from HK$47,720,000 in the same period of 2022, reflecting a decline of approximately 4.3%[105]. Investments and Acquisitions - The company acquired a new property management business in May 2023, which is expected to contribute positively to future revenues[28]. - The group acquired property, plant, and equipment at a total cost of approximately HK$11,097,000, up from HK$3,209,000, marking an increase of about 245%[126]. - The gain on disposal of property, plant, and equipment was HK$69,000, a recovery from a loss of HK$1,921,000 in the previous year[126]. - The company is exploring potential mergers and acquisitions to accelerate growth and market presence[196]. Operational Insights - The company has identified operating segments based on its products and services, which are assessed by senior management for performance evaluation and resource allocation[86]. - The Group has four reportable segments: real estate development, wine production, entertainment business, and property management services, which guide resource allocation and performance evaluation[109]. - The segment results reflect the loss incurred or profit earned by each segment without allocation of central administration expenses, which is crucial for performance assessment[112]. - The average credit period for trade customers remains between 30 to 180 days, consistent with the previous year[141]. - The average credit period on purchases of goods remained stable at 90 days as of both 30 June 2023 and 31 December 2022[168]. Future Outlook - Future outlook remains positive with expectations of continued growth in user engagement and revenue streams[196]. - The company is focusing on market expansion strategies to enhance its competitive position[196]. - New product development initiatives are underway, aimed at diversifying the product portfolio[196]. - Ongoing investments in technology and innovation are prioritized to improve operational efficiency[196]. Compliance and Governance - The unaudited interim financial statements were prepared in accordance with the applicable disclosure requirements of the Hong Kong Stock Exchange, ensuring compliance with regulatory standards[59]. - Key management personnel remuneration for the six months ended June 30, 2023, is under review, with amounts to be disclosed in future reports[200].

Hong Kong Exchanges and Clearing Limited and The Stock 香港交易及結算所有限公司及香港聯合交 Exchange of Hong Kong Limited take no responsibility for the 易所有限公司對本公告之內容概不負責，對 contents of this announcement, make no representation as to 其準確性或完整性亦不發表任何聲明，並明 its accuracy or completeness and expressly disclaim any liability 確表示概不對因本公告全部或任何部份內 whatsoever for any loss howsoever arising from or in reliance upon 容而產生或因倚賴該等內容而引致之任何 the whole or any part of the contents of this announcement. 損失承擔任何責任。 (Incorporated in Bermuda with limite ...

Financial Performance - The Group's wine business revenue decreased by 25.5% to HK$83.7 million in 2022, down from HK$112.4 million in 2021[16]. - The overall revenue of the Group fell by 85.8% to HK$369.5 million in 2022, compared to HK$2,601.7 million in 2021[19]. - The Group recorded a net loss of approximately HK$171.7 million in 2022, compared to a profit of HK$57.6 million in 2021[19]. - Loss attributable to shareholders was HK$112.5 million in 2022, down from a profit of HK$61.9 million in 2021[19]. - Basic loss per share was HK3.51 cents in 2022, compared to earnings of HK1.93 cents in 2021[19]. - The Sydney Opera Residences Project recognized revenue of approximately HK$285.8 million in 2022, significantly lower than HK$2,489.3 million in 2021[18]. - Gross profit for the year decreased by 84.4% to approximately HK$86.2 million, down from HK$551.9 million in 2021[34]. - The gross profit margin for the wine business decreased by 2.1 percentage points to 44.4% in 2022[35]. - Other revenue increased by 48% to approximately HK$22.2 million during the year, up from HK$15.0 million in 2021[41]. - Selling and distribution expenses decreased by 30.2% to approximately HK$66.1 million in 2022, down from HK$94.7 million in 2021[37]. - Administrative and other operating expenses slightly increased by 4.0% to approximately HK$85.4 million during the year[44]. - The Group recorded a loss before tax of approximately HK$141.1 million, a turnaround from a profit of HK$91.9 million in the previous year[47]. - Total cash and cash equivalents decreased by 11.5% to approximately HK$554.7 million as of December 31, 2022, down from HK$627.1 million in 2021[57]. - Total borrowings decreased by 91.8% to approximately HK$14.3 million, primarily due to the repayment of loans related to the Australia project and the wine business[58]. - Total capital expenditure for the year was approximately HK$12.2 million, significantly lower than HK$366.1 million in 2021, with a budget of HK$5.5 million for 2023[59]. - The Group reported total equity of approximately HK$1,556.3 million as of December 31, 2022, down from HK$1,809.2 million in 2021, primarily due to a loss of HK$171.7 million during the year[76]. Business Operations - The entertainment business in Jeju, South Korea, resumed operations at the end of 2022, while the Glorious Hill development project faced financing obstacles[17]. - The Group plans to stimulate high-end consumption in the red wine business post-epidemic through inventory clearance and new product introductions[16]. - An extraordinary impairment loss of approximately HK$91.4 million was recorded for the Glorious Hill resort project due to falling land prices[19]. - The Group aims to integrate wine, resorts, high-end residences, and property management to enhance the cultural tourism experience in 2023[25]. - The Group plans to adopt a diversified development orientation and industry integration to mitigate market risks in the coming year[26]. - The Group's inventories decreased by 2.6% to approximately HK$218.7 million, with finished goods turnover ratio for the wine business at 132 days[60]. - The current ratio improved to 4.4, and the gearing ratio decreased to 1.4% as a result of loan repayments[69]. - The Group's five largest suppliers accounted for 67.9% of total purchases, down from 91.9% in 2021, with the largest supplier representing 28.1% of total purchases[71]. - The five largest customers contributed 54.8% of total revenue, significantly up from 21.0% in 2021, with the largest customer accounting for 19.4% of total revenue[71]. - The Group employed a total of 353 full-time employees as of December 31, 2022, down from 365 in 2021[98]. - The Board did not recommend any dividend payment for the year, consistent with the previous year[79]. Legal and Compliance - NSR Toronto filed an amended claim against the CIM Defendants for damages amounting to CAD 50 million (approximately HK$310 million) for breach of contract and fiduciary duties[113]. - The Ontario Court dismissed the Plaintiffs' motion regarding a CAD 5 million consulting fee and stayed the action against the NSR Defendants I on April 6, 2022[122]. - The freeze motion related to the proceeds from a 2019 disposal transaction has been rescheduled to January 2024[120]. - The Directors believe it is premature to assess the potential financial impact of ongoing litigations, and no provisions have been made in the accounts for these legal claims[125]. - The company is currently in an out-of-court settlement with Global King, which may conclude at any time[126]. - The legal proceedings involving NSR Toronto have seen various developments, including a new claim initiated against NSR Toronto and its management personnel[115]. - The Group emphasizes compliance with laws and regulations to mitigate risks that could adversely affect its reputation, prospects, revenues, and earnings[165][170]. Market Conditions and Risks - The Group's operations are significantly impacted by global economic conditions, with potential disruptions from events like the COVID-19 pandemic affecting normal business activities[169][174]. - Currency fluctuations pose a risk to the Group's financial position, as revenues and expenses are incurred in various currencies while results are recorded in Hong Kong dollars[174]. - The ongoing COVID-19 pandemic continues to disrupt global economic growth, with uncertainty regarding future developments impacting the Group's ability to launch new products and maintain growth[175]. - The Group's principal risks include economic fluctuations, compliance risks, and the impact of the COVID-19 pandemic on operations and financial performance[168][171]. - The entertainment business is particularly sensitive to economic conditions in China, where unfavorable conditions could lead to reduced customer spending and negatively affect revenue[181]. - The real estate business in Sydney is highly dependent on the local property market performance, with downturns potentially adversely affecting the Group's financial conditions[186]. - The wine business in China faces challenges from macroeconomic volatility and changing consumer preferences, necessitating adjustments in business strategy[187]. - Government policies restricting extravagant consumption have negatively impacted the high-end wine market, prompting the Group to innovate and adjust its product mix[190]. - Intense competition in the wine industry, particularly from e-commerce and imported products, requires the Group to enhance brand awareness and product quality to maintain market position[192]. - Food safety risks throughout the supply chain could materially impact the business, emphasizing the need for efficient control measures[194]. - Reputation risk is critical for maintaining market position; negative reports about the brand or products can significantly impact consumer confidence and business performance[199]. Strategic Initiatives - The Group is committed to environmental conservation and has adopted an ESG policy to ensure sustainable business operations[158][163]. - The Group is exploring strategic acquisitions to enhance its portfolio, with potential targets identified that could increase overall market presence[154]. - The management emphasized the importance of operational efficiency, aiming to reduce costs by GG% through various initiatives[154]. - The company plans to enhance customer engagement strategies, which are expected to improve user retention rates by HH%[154].

Hong Kong Exchanges and Clearing Limited and The Stock 香港交易及結算所有限公司及香港聯合交 Exchange of Hong Kong Limited take no responsibility for the 易所有限公司對本公告之內容概不負責，對 contents of this announcement, make no representation as to 其準確性或完整性亦不發表任何聲明，並明 its accuracy or completeness and expressly disclaim any liability 確表示概不就因本公告全部或任何部份內 whatsoever for any loss howsoever arising from or in reliance upon 容而產生或因倚賴該等內容而引致之任何 the whole or any part of the contents of this announcement. 損失承擔任何責任。 (Incorporated in Bermuda with limite ...

Financial Performance - Revenue for the six months ended June 30, 2022, was HK$250,081,000, a significant increase of 400.1% compared to HK$50,020,000 in the same period of 2021[5]. - Gross profit for the period was HK$54,749,000, up from HK$25,080,000, reflecting a gross margin improvement[8]. - Loss attributable to owners of the Company was HK$73,318,000, compared to a loss of HK$11,793,000 in the previous year, indicating a worsening of 521.5%[5]. - Total comprehensive loss for the period was HK$210,939,000, compared to a comprehensive income of HK$12,975,000 in the same period last year[11]. - The total comprehensive income for the period was a loss of HK$6,620,000, compared to a loss of HK$73,518,000 in the prior period[24]. - The Group's gross profit increased by 118.3% to approximately HK$54.7 million, primarily due to the delivery of 8 apartments in the Australian Project, contributing HK$35.1 million in gross profit[131]. - Loss before tax increased to approximately HK$105.6 million, significantly impacted by the impairment loss of the Glorious Hill resort land in Jeju, South Korea[138]. - Loss after tax for the Period increased by 742.7% to approximately HK$123.4 million, with loss attributable to owners of the Company rising to approximately HK$73.3 million[145]. Assets and Liabilities - Current assets decreased to HK$1,206,981,000 as of June 30, 2022, from HK$1,539,497,000 at the end of 2021, a decline of 21.6%[14]. - Total equity decreased to HK$1,930,663,000 as of June 30, 2022, down from HK$2,141,602,000 at the end of 2021, a reduction of 9.8%[16]. - The Group's total assets decreased from HK$2,766,840,000 as of December 31, 2021, to HK$2,267,390,000 as of June 30, 2022, representing a decline of approximately 18%[70]. - Total liabilities also decreased significantly from HK$625,238,000 to HK$336,727,000, a reduction of about 46%[70]. - Cash and cash equivalents were HK$541,098,000 as of June 30, 2022, compared to HK$627,060,000 at the end of 2021, a decrease of 13.7%[14]. - The company reported a net decrease in cash and cash equivalents of HK$68,365,000 for the period, compared to a decrease of HK$49,796,000 in the previous year[32]. - Total borrowings decreased by 57.2% to approximately HK$74.4 million, following the repayment of loans from a non-controlling shareholder[147]. - Current ratio increased to 6.0 as of June 30, 2022, compared to 3.2 on December 31, 2021[158]. - Debt ratio decreased to 3.9% as of June 30, 2022, down from 8.1% on December 31, 2021[158]. Revenue Breakdown - Revenue from the sale of completed properties was HK$202,361,000, while revenue from the production and distribution of wine was HK$47,720,000[51]. - Revenue from external customers for the six months ended June 30, 2022, was HK$250,081,000, compared to HK$50,020,000 for the same period in 2021, indicating a substantial increase of 400%[75]. - Revenue from Australia reached HK$202,361,000 in the first half of 2022, with no revenue reported in the same period of 2021, marking a significant new market entry[75]. - Revenue from the wine business decreased by 4.6% to HK$47.7 million, down from HK$50.0 million for the same period in 2021[127]. - The Group's revenue from the PRC (including Hong Kong) was HK$47,720,000 for the first half of 2022, down from HK$50,020,000 in 2021, a decrease of approximately 5%[75]. Expenses and Costs - The Company reported selling and distribution expenses of HK$31,387,000, which increased from HK$18,293,000 in the previous year, reflecting a rise of 72.0%[8]. - Administrative and other operating expenses rose to HK$33,774,000 from HK$25,467,000, an increase of 32.6% year-over-year[8]. - Staff costs, including directors' emoluments, totaled HK$17,493,000 for the first half of 2022, slightly up from HK$17,190,000 in 2021, showing a marginal increase of about 2%[81]. - Selling and distribution expenses rose by 71.6% to approximately HK$31.4 million, primarily due to commissions related to the delivered apartments in the Australian Project[136]. - Gross profit from the wine business decreased by 27.8% to approximately HK$19.6 million, with a gross profit margin of 41.1%, attributed to reduced dining activity in Mainland China due to strict COVID measures[131]. Impairment and Losses - The impairment loss of property, plant, and equipment amounted to HK$103,638,000, which was not present in the previous year[8]. - The loss from operating activities included an impairment loss of property, plant, and equipment amounting to HK$103,638,000 for the first half of 2022[81]. - An impairment loss of property, plant, and equipment of approximately HK$103.6 million was incurred during the period, compared to no impairment loss in the same period of 2021[92]. Employment and Operations - As of June 30, 2022, the Group employed 321 full-time employees, down from 365 on December 31, 2021[170]. - The company has three reportable segments: (i) development and operation of real estate, integrated resort and cultural tourism; (ii) production and distribution of wine; and (iii) entertainment business[50]. - The Group's operations include integrated resort and cultural tourism development in South Korea, real estate development in Australia, wine production and distribution in the PRC, and entertainment business operations in South Korea[126]. Legal Proceedings - NSR Toronto filed an amended claim on February 25, 2020, against CIM Defendants for damages amounting to CAD 50 million (approximately HK$310 million) due to breach of contract and misrepresentation[181]. - The ongoing legal proceedings may impact the company's financial position and strategic decisions moving forward[181]. - The Ontario Superior Court dismissed the Plaintiffs' motion regarding a CAD 5 million consulting fee and stayed the action against NSR Defendants I[200].

Financial Performance - Total revenue for the group surged by 2,113.3% to HKD 2,601.7 million in 2021, up from HKD 117.6 million in 2020, resulting in a profit of approximately HKD 57.6 million, compared to a loss of HKD 114.3 million in the previous year[11] - The successful delivery of the Sydney Opera House project contributed approximately HKD 2,489.3 million in revenue and HKD 499.6 million in gross profit for the year[10] - The group aims to promote revenue generation and assess the feasibility of restructuring its existing business framework to adapt to market changes[9] - Revenue surged 2,113.3% to approximately HKD 2,601.7 million, primarily due to the delivery of residential units in the Sydney Opera House project[16] - 89 residential units were delivered to owners in 2021, generating sales revenue of approximately HKD 2,489.3 million[17] - Gross profit increased 1,772.0% to approximately HKD 551.9 million, mainly from the Sydney Opera House project, contributing about HKD 499.6 million in profit[18] - The company recorded a pre-tax profit of approximately HKD 91.9 million, reversing a loss of HKD 122.1 million in the previous year[24] Assets and Liabilities - As of December 31, 2021, the group's total assets and net assets were HKD 2,766.8 million and HKD 2,141.6 million, respectively[11] - The current ratio improved to 3.2, while the debt ratio decreased to 8.1% due to the repayment of most borrowings[32] - Cash and cash equivalents increased by 193.8% to approximately HKD 627.1 million, while total borrowings decreased by 90.8% to approximately HKD 173.8 million[27] - The group has approximately HKD 620 million in cash and over HKD 540 million in sustainable residential and commercial properties remaining after repaying approximately HKD 1.7 billion in Australian project development loans[10] Business Strategy and Outlook - The group anticipates continued growth in the wine business and expects overseas real estate and cultural tourism industries to return to normal operations in 2022[11] - The group plans to maintain a focus on innovation, financial stability, and diversified development to enhance product and service offerings in 2022[12] - The group will prudently adjust its South Korean business strategy in response to ongoing pandemic challenges[10] Legal Proceedings - Legal proceedings involving NSR Toronto Holdings Ltd. include claims for damages amounting to CAD 50 million (approximately HKD 290 million) related to breach of contract and fiduciary duties[47] - A separate claim against NSR Toronto and its executives seeks punitive damages totaling CAD 8 million (approximately HKD 47.7 million) for alleged contract violations[49] - The court has yet to rule on certain motions related to the ongoing legal proceedings, with appeals expected to be heard in May 2022[50] - Global King Inc. is facing a claim of CAD 7.2 million for obstructing the disposal of the Mackenzie Creek project, along with CAD 0.1 million in punitive damages[51] - The board believes it is too early to assess the potential financial impact of the ongoing litigation, and no provisions have been made for the revised counterclaims or the amended 2020 claims[52] Risk Management - The company faces risks related to global economic fluctuations, which could adversely affect its financial condition and operational performance[74] - Currency exchange rate fluctuations pose a potential risk, as the company operates in multiple countries with different currencies, impacting financial results[75] - The company is committed to monitoring potential risks related to exchange rates and interest rates, implementing appropriate foreign exchange hedging policies when necessary[75] - The ongoing COVID-19 pandemic continues to disrupt global economic growth, with significant negative impacts on various industries since 2020[76] - The uncertainty surrounding the duration and severity of COVID-19 makes it difficult for the company to guarantee timely product launches or sustained growth and profitability[77] Corporate Governance - The company has complied with all applicable provisions of the Corporate Governance Code as per Appendix 14 of the Listing Rules, except for a deviation from rule A.2.1, where the Chairman also serves as the CEO[137] - The board consists of four executive directors and three independent non-executive directors, ensuring a balance of power and effective decision-making[147] - The company has established a written guideline for employees regarding securities trading, which is as strict as the standard code[140] - The company has established three committees: Nomination Committee, Remuneration Committee, and Audit Committee to oversee specific areas of the company's affairs[172] - The company has implemented a nomination policy since December 2018, detailing the procedures and criteria for identifying and recommending candidates for the board[155] Employee and Shareholder Information - The group employed 365 full-time employees as of December 31, 2021, down from 381 in the previous year[43] - The company expresses gratitude to shareholders, business partners, and employees for their support and hard work[13] - As of December 31, 2021, the major shareholder, Xin Hua Lian International Land Co., Ltd., holds 1,757,450,743 shares, representing approximately 54.79% of the issued share capital[112] Environmental and Social Responsibility - The company has adopted environmental, social, and governance (ESG) policies to achieve sustainable business operations and minimize environmental impact[70] - The company emphasizes compliance with applicable laws and regulations, ensuring no significant impacts from non-compliance were reported during the year[71]

Interim Condensed Financial Statements [Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) During the reporting period, the company's loss significantly narrowed, primarily due to a substantial increase in gross profit and reduced operating expenses, with exchange differences causing fluctuations in other comprehensive income | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 50,020 | 49,572 | | Gross profit | 25,080 | 2,180 | | Loss from operations | (11,467) | (46,079) | | Loss for the period | (14,647) | (49,290) | | Exchange differences on translation of overseas operations | 27,622 | (66,312) | | Total comprehensive income/(loss) for the period | 12,975 | (115,602) | - Loss for the period significantly decreased from **HKD 49,290 thousand** in 2020 to **HKD 14,647 thousand** in 2021, a **70.3% reduction**[6](index=6&type=chunk) - Gross profit surged from **HKD 2,180 thousand** in 2020 to **HKD 25,080 thousand** in 2021, an increase of **1,050.5%**[6](index=6&type=chunk) [Interim Condensed Consolidated Statement of Financial Position](index=6&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2021, the company's total assets and liabilities both increased, with a slight decrease in non-current assets and increases in both current assets and liabilities, while net current assets remained stable and total equity slightly rose | Indicator | June 30, 2021 (HKD thousands) | December 31, 2020 (HKD thousands) | | :--- | :--- | :--- | | Non-current assets | 1,499,846 | 1,512,572 | | Current assets | 3,089,510 | 2,858,398 | | Current liabilities | 2,344,533 | 2,133,573 | | Net current assets | 744,977 | 724,825 | | Total assets less current liabilities | 2,244,823 | 2,237,397 | | Total equity | 2,080,909 | 2,067,934 | - Total assets increased by **5.0%** from **HKD 4,370,970 thousand** as of December 31, 2020, to **HKD 4,589,356 thousand** as of June 30, 2021[110](index=110&type=chunk) - Total liabilities increased by **8.9%** from **HKD 2,303,036 thousand** as of December 31, 2020, to **HKD 2,508,447 thousand** as of June 30, 2021[110](index=110&type=chunk) [Interim Condensed Consolidated Statement of Changes in Equity](index=8&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2021, total comprehensive income attributable to owners of the company was HKD 12,972 thousand, and to non-controlling interests was HKD 3 thousand, resulting in a total comprehensive income of HKD 12,975 thousand, a significant improvement from the prior period's loss | Indicator | June 30, 2021 (HKD thousands) | June 30, 2020 (HKD thousands) | | :--- | :--- | :--- | | Total comprehensive income attributable to owners of the Company | 12,972 | (98,675) | | Total comprehensive income attributable to non-controlling interests | 3 | (16,927) | | Total comprehensive income/(loss) for the period | 12,975 | (115,602) | [Interim Condensed Consolidated Statement of Cash Flows](index=9&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) During the reporting period, net cash used in operating activities significantly increased, net cash used in investing activities decreased, and net cash from financing activities declined, leading to a decrease in cash and cash equivalents at period-end | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | (301,798) | (160,492) | | Net cash used in investing activities | (2,573) | (7,595) | | Net cash from financing activities | 254,575 | 78,838 | | Net decrease in cash and cash equivalents | (49,796) | (89,249) | | Cash and cash equivalents at end of period | 167,116 | 172,128 | Notes to the Interim Condensed Financial Statements [General Information](index=10&type=section&id=1.%20General%20Information) The company is an exempted company incorporated in Bermuda with shares listed on the Hong Kong Stock Exchange, primarily engaged in integrated resorts and cultural tourism in Korea, real estate in Korea and Australia, wine production and distribution in China, and entertainment in Korea - The company is an investment holding company with businesses spanning integrated resorts and cultural tourism in Korea, real estate in Korea and Australia, wine production and distribution in China, and entertainment in Korea[34](index=34&type=chunk) [Basis of Preparation and Principal Accounting Policies](index=10&type=section&id=2.%20Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The unaudited interim condensed financial statements are prepared in accordance with Appendix 16 of the Listing Rules and HKAS 34, consistent with the accounting policies used in the 2020 annual financial statements, with no material impact from adopted amendments on financial position or performance - The interim financial statements are prepared in accordance with Appendix 16 of the Listing Rules and HKAS 34 issued by the Hong Kong Institute of Certified Public Accountants[35](index=35&type=chunk) - Accounting policies used are consistent with those in the 2020 financial statements, and adopted amendments have no material financial impact on the Group's financial position or performance[35](index=35&type=chunk) [Revenue](index=11&type=section&id=3.%20Revenue) During the reporting period, the company's revenue primarily derived from wine production and distribution, with zero revenue from entertainment business, resulting in a slight increase in total revenue | Revenue Source | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Production and distribution of wine | 50,020 | 49,192 | | Entertainment business | - | 380 | | **Total Revenue** | **50,020** | **49,572** | [Segment Information](index=11&type=section&id=4.%20Segment%20Information) The company is organized into three reportable segments: real estate, integrated resorts and cultural tourism, wine production and distribution, and entertainment business, with segment revenue primarily from external customers and no inter-segment sales - The Group has three reportable segments: (i) development and operation of real estate, integrated resorts and cultural tourism business; (ii) production and distribution of wine; and (iii) entertainment business[40](index=40&type=chunk) - Segment revenue is derived from external customer revenue, with no inter-segment sales during these periods[44](index=44&type=chunk) [Segment Revenue and Results](index=12&type=section&id=4.(a)%20Segment%20Revenue%20and%20Results) This section details the revenue and results for each of the company's operating segments, highlighting the performance of real estate, wine, and entertainment businesses | Segment | 2021 Segment (Loss)/Profit (HKD thousands) | 2020 Segment (Loss)/Profit (HKD thousands) | | :--- | :--- | :--- | | Real estate, integrated resorts and cultural tourism | (9,615) | (10,347) | | Wine | 6,771 | (16,821) | | Entertainment business | (5,257) | (14,495) | | Loss before tax | (14,683) | (50,982) | - Wine business turned profitable, from a loss of **HKD 16,821 thousand** in 2020 to a profit of **HKD 6,771 thousand** in 2021[45](index=45&type=chunk) - Entertainment business loss significantly narrowed from **HKD 14,495 thousand** in 2020 to **HKD 5,257 thousand** in 2021[45](index=45&type=chunk) [Segment Assets and Liabilities](index=13&type=section&id=4.(b)%20Segment%20Assets%20and%20Liabilities) This section presents the assets and liabilities allocated to each reportable segment, providing insight into the capital structure and financial resources of each business area | Segment | June 30, 2021 Segment Assets (HKD thousands) | December 31, 2020 Segment Assets (HKD thousands) | | :--- | :--- | :--- | | Real estate, integrated resorts and cultural tourism | 3,650,495 | 3,396,529 | | Wine | 472,134 | 479,807 | | Entertainment business | 449,989 | 472,813 | | Total consolidated assets | 4,589,356 | 4,370,970 | | Total consolidated liabilities | 2,508,447 | 2,303,036 | - The real estate, integrated resorts and cultural tourism segment holds the largest assets and liabilities, both of which have increased[49](index=49&type=chunk) [Geographical Information](index=14&type=section&id=4.(c)%20Geographical%20Information) This section provides a geographical breakdown of the company's revenue from external customers and non-current assets, illustrating the distribution of its business activities across different regions | Region | 2021 External Customer Revenue (HKD thousands) | 2020 External Customer Revenue (HKD thousands) | | :--- | :--- | :--- | | China (including Hong Kong) | 50,020 | 49,192 | | Korea | - | 380 | | Australia | - | - | | **Total** | **50,020** | **49,572** | | Region | June 30, 2021 Non-current Assets (HKD thousands) | December 31, 2020 Non-current Assets (HKD thousands) | | :--- | :--- | :--- | | China (including Hong Kong) | 248,642 | 212,386 | | Korea | 1,236,094 | 1,283,198 | | Australia | 8,064 | 9,923 | | **Total** | **1,492,800** | **1,505,507** | - In 2021, all external customer revenue was generated from **China (including Hong Kong)**[53](index=53&type=chunk) - **Korea** holds the largest non-current assets, followed by **China (including Hong Kong)**[53](index=53&type=chunk) [Other Income, Gains and Losses](index=14&type=section&id=5.%20Other%20Income,%20Gains%20and%20Losses) During the reporting period, total other income, gains, and losses significantly decreased, primarily due to a reduction in government grants | Item | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Government grants | 6,744 | 10,961 | | Bank interest income | 275 | 1,587 | | Service income | - | 853 | | Gain on disposal of property, plant and equipment | - | 678 | | Others | 1,059 | 506 | | **Total** | **8,078** | **14,585** | - Total other income, gains and losses decreased by **44.6%**, mainly due to a **38.5% reduction** in government grants[54](index=54&type=chunk)[98](index=98&type=chunk) [Loss from Operations](index=15&type=section&id=6.%20Loss%20from%20Operations) During the reporting period, loss from operations significantly narrowed, primarily due to reductions in staff costs, inventory costs, and depreciation and amortization | Item | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Total staff costs | 17,190 | 21,281 | | Amortisation of intangible assets | - | 308 | | Depreciation of right-of-use assets | - | 3,948 | | Inventory costs recognised as expenses | 19,333 | 39,356 | | Loss/(gain) on disposal of property, plant and equipment | 9 | (678) | | Depreciation of property, plant and equipment | 6,110 | - | - Loss from operations narrowed by **75.1%** from **HKD 46,079 thousand** in 2020 to **HKD 11,467 thousand** in 2021[6](index=6&type=chunk) - Total staff costs and inventory costs recognized as expenses both decreased[58](index=58&type=chunk) [Income Tax Credit](index=15&type=section&id=7.%20Income%20Tax%20Credit) During the reporting period, the company received an income tax credit, mainly from deferred tax credits, while China corporate income tax was negative | Item | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Current tax – China corporate income tax | (190) | (270) | | Deferred tax credit | 226 | 1,962 | | **Total Income Tax Credit** | **36** | **1,692** | - Total income tax credit significantly decreased from **HKD 1,692 thousand** in 2020 to **HKD 36 thousand** in 2021[59](index=59&type=chunk) - The tax rate for the company's Chinese subsidiaries was **25%** for both periods[59](index=59&type=chunk) [Loss Per Share](index=16&type=section&id=8.%20Loss%20Per%20Share) During the reporting period, basic and diluted loss per share attributable to owners of the company significantly decreased, and with no potential dilutive ordinary shares, basic and diluted losses per share were identical | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company | (11,793) | (43,489) | | Weighted average number of shares for basic and diluted loss per share | 3,207,591,674 | 3,207,591,674 | | Basic and diluted loss per share | (0.37) HK cents | (1.36) HK cents | - Loss per share attributable to owners of the Company decreased from **(1.36) HK cents** in 2020 to **(0.37) HK cents** in 2021[6](index=6&type=chunk) - There were no potential dilutive ordinary shares during the period, so diluted loss per share was the same as basic loss per share[64](index=64&type=chunk) [Property, Plant and Equipment](index=16&type=section&id=9.%20Property,%20Plant%20and%20Equipment) During the reporting period, the total cost of property, plant and equipment purchased by the company decreased, and a loss was incurred from the disposal of related assets | Item | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Total cost of property, plant and equipment purchased | 2,848 | 3,166 | | Loss/(gain) on disposal of property, plant and equipment | 9 | (678) | [Properties Under Development](index=17&type=section&id=10.%20Properties%20Under%20Development) As of June 30, 2021, the value of properties under development significantly increased, primarily due to an Australian property development project, which has been pledged as collateral for bank borrowings | Item | June 30, 2021 (HKD thousands) | December 31, 2020 (HKD thousands) | | :--- | :--- | :--- | | Properties under development (at cost) | 2,413,341 | 2,135,141 | - Properties under development refer to project costs, land acquisition costs, finance costs, and other initial infrastructure costs related to the Group's property development project in Australia[68](index=68&type=chunk) - Properties under development have been pledged as collateral for the Group's bank borrowings[68](index=68&type=chunk) [Trade and Bills Receivables](index=17&type=section&id=11.%20Trade%20and%20Bills%20Receivables) As of June 30, 2021, total trade and bills receivables slightly increased, but the provision for expected credit losses remained stable, with the company generally granting customers credit periods of 30 to 180 days | Item | June 30, 2021 (HKD thousands) | December 31, 2020 (HKD thousands) | | :--- | :--- | :--- | | Trade and bills receivables | 11,006 | 10,043 | | Receivables from entertainment business | 23,092 | 24,042 | | Less: Provision for expected credit losses | (25,712) | (25,736) | | **Total** | **8,386** | **8,349** | - The company generally grants trade customers credit periods of **30 to 180 days**, and entertainment business receivables typically have a credit period of **six months**[69](index=69&type=chunk) [Ageing Analysis of Trade and Bills Receivables](index=18&type=section&id=11.(i)%20Ageing%20Analysis%20of%20Trade%20and%20Bills%20Receivables) This section provides an ageing analysis of trade and bills receivables, categorizing them by their outstanding duration to assess credit risk exposure | Ageing | December 31, 2020 (HKD thousands) | | :--- | :--- | | Within 30 days | 1,102 | | 30 to 60 days | – | | 60 to 90 days | 183 | | 90 to 180 days | 1,308 | | 180 to 365 days | 5,793 | | **Total** | **8,386** | - All trade and bills receivables are denominated in **RMB**[74](index=74&type=chunk) [Receivables from Entertainment Business](index=18&type=section&id=11.(ii)%20Receivables%20from%20Entertainment%20Business) This section details the receivables specifically from the entertainment business, including their valuation and any impairment provisions - As of June 30, 2021, and December 31, 2020, all receivables from the entertainment business denominated in **KRW** were fully impaired[75](index=75&type=chunk) [Trade Payables](index=18&type=section&id=12.%20Trade%20Payables) As of the end of the reporting period, trade payables decreased, with an average credit period of 90 days, non-interest bearing, and unsecured | Ageing | June 30, 2021 (HKD thousands) | December 31, 2020 (HKD thousands) | | :--- | :--- | :--- | | Within 90 days | 8,698 | 35,425 | | 90 to 180 days | 688 | 25,401 | | 180 to 360 days | 2,314 | 11,322 | | Over 360 days | 25,401 | 2,314 | | **Total** | **37,101** | **56,114** | - Total trade payables decreased from **HKD 56,114 thousand** as of December 31, 2020, to **HKD 37,101 thousand** as of June 30, 2021[76](index=76&type=chunk) - The average credit period for goods purchased is **90 days**, and trade payables are non-interest bearing and unsecured[76](index=76&type=chunk) [Share Capital](index=19&type=section&id=13.%20Share%20Capital) As of the end of the reporting period, the company's authorized share capital and issued and fully paid share capital remained stable, with a par value of HKD 0.01 per share | Item | Number of Shares (thousands) | Par Value (HKD thousands) | | :--- | :--- | :--- | | Authorized share capital (ordinary shares of HKD 0.01 each) | 16,000,000 | 160,000 | | Issued and fully paid share capital (ordinary shares of HKD 0.01 each) | 3,207,592 | 32,076 | [Related Party Transactions](index=19&type=section&id=14.%20Related%20Party%20Transactions) During the reporting period, the company engaged in goods sales transactions with related party Yunnan Jinliufu Trading Co., Ltd., and disclosed key management personnel compensation - The company conducted goods sales with Yunnan Jinliufu Trading Co., Ltd., whose major shareholder is the brother-in-law of the ultimate controlling shareholder[80](index=80&type=chunk) - Sales transactions were conducted on a cost-plus gross profit basis, qualifying as continuing connected transactions exempt under the Listing Rules[82](index=82&type=chunk) [Transactions](index=19&type=section&id=14.(a)%20Transactions) This section details specific transactions with related parties, including the nature and value of goods sold | Transacting Party | 2021 Sales of Goods (HKD thousands) | 2020 Sales of Goods (HKD thousands) | | :--- | :--- | :--- | | Yunnan Jinliufu Trading Co., Ltd. | 1,143 | 450 | - Sales of goods to Yunnan Jinliufu Trading Co., Ltd. increased[80](index=80&type=chunk) [Key Management Personnel Compensation](index=20&type=section&id=14.(b)%20Key%20Management%20Personnel%20Compensation) This section outlines the compensation provided to key management personnel, including salaries and other short-term benefits | Item | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Salaries and other short-term benefits | 959 | 1,318 | - Key management personnel compensation and other short-term benefits decreased[88](index=88&type=chunk) [Capital Commitments](index=20&type=section&id=15.%20Capital%20Commitments) As of the end of the reporting period, the company's contracted but unprovided capital commitments primarily related to land acquisition, with a slight decrease in amount | Item | June 30, 2021 (HKD thousands) | December 31, 2020 (HKD thousands) | | :--- | :--- | :--- | | Contracted but not provided for: related to land acquisition | 10,290 | 10,695 | [Fair Value Hierarchy](index=21&type=section&id=16.%20Fair%20Value%20Hierarchy) The directors believe that the carrying amounts of financial assets and liabilities recorded at amortized cost approximate their fair values, with no financial instruments measured at fair value at period-end and no transfers between fair value hierarchies - The directors believe that the carrying amounts of financial assets and financial liabilities recorded at amortized cost approximate their fair values[91](index=91&type=chunk) - At the end of the reporting period, the Group had no financial instruments measured at fair value after initial recognition[91](index=91&type=chunk) - There were no transfers between fair value hierarchies during the period[91](index=91&type=chunk) [Approval of Interim Condensed Financial Statements](index=21&type=section&id=17.%20Approval%20of%20Interim%20Condensed%20Financial%20Statements) The Board of Directors approved and authorized for issue the interim condensed financial statements on August 25, 2021 - The Board of Directors approved and authorized for issue the interim condensed financial statements on **August 25, 2021**[92](index=92&type=chunk) Management Discussion and Analysis [Financial Information](index=22&type=section&id=Financial%20Information) During the reporting period, the company's revenue slightly increased, gross profit significantly improved, and loss substantially narrowed, while liquidity saw decreased cash and increased total borrowings due to real estate development loans, leading to a higher gearing ratio - Revenue slightly increased by **0.9%** to approximately **HKD 50.0 million**, primarily contributed by the wine business[96](index=96&type=chunk) - Gross profit surged by **1,050.5%** to approximately **HKD 25.1 million**, mainly due to improved product mix in the wine business[97](index=97&type=chunk) - Loss before tax decreased to approximately **HKD 14.7 million**, and loss attributable to owners of the Company decreased to approximately **HKD 11.8 million**[103](index=103&type=chunk)[105](index=105&type=chunk) - Total borrowings increased by **14.5%** to approximately **HKD 2,152.3 million**, mainly due to new real estate development loans of approximately **HKD 265.1 million**[109](index=109&type=chunk) - Gearing ratio increased to **103.4%** (December 31, 2020: **90.9%**)[110](index=110&type=chunk) [Revenue](index=22&type=section&id=Revenue_MDA) This section discusses the company's revenue performance, detailing contributions from different business segments and factors influencing changes - Revenue for the period slightly increased by **0.9%** to approximately **HKD 50.0 million** (2020: **HKD 49.6 million**)[96](index=96&type=chunk) - Wine business revenue increased by **1.68%** to **HKD 50.0 million** due to China's economic recovery[96](index=96&type=chunk) - Entertainment business had no revenue during the period (2020: **HKD 0.4 million**) due to the impact of the COVID-19 pandemic in Korea[96](index=96&type=chunk) [Gross Profit](index=22&type=section&id=Gross%20Profit_MDA) This section analyzes the company's gross profit, highlighting the significant increase and the factors contributing to improved profitability across business segments - The Group's gross profit surged by **1,050.5%** to approximately **HKD 25.1 million** (2020: **HKD 2.2 million**)[97](index=97&type=chunk) - Wine business gross profit jumped by **277.5%** to approximately **HKD 27.2 million**, with a gross profit margin of **54.4%** (2020: **14.6%**), primarily by improving revenue mix through increased sales of mid-to-high-end wine products[97](index=97&type=chunk) - Entertainment business gross loss decreased by **58.0%** to approximately **HKD 2.1 million** due to cost control measures[97](index=97&type=chunk) [Other Income](index=22&type=section&id=Other%20Income_MDA) This section reviews the company's other income, detailing the decrease and the primary reasons behind it, such as reduced government grants - Other income decreased by **44.6%** to approximately **HKD 8.1 million** (2020: **HKD 14.6 million**)[98](index=98&type=chunk) - Government grants decreased by **38.5%** to approximately **HKD 6.7 million** (2020: **HKD 11.0 million**)[98](index=98&type=chunk) [Selling and Distribution Expenses](index=23&type=section&id=Selling%20and%20Distribution%20Expenses_MDA) This section examines the company's selling and distribution expenses, noting the decrease and attributing it to reduced promotional activities in the wine business - Selling and distribution expenses decreased by **8.2%** to approximately **HKD 18.3 million** (2020: **HKD 19.9 million**), mainly due to reduced promotional expenses in the wine business[101](index=101&type=chunk) [Administrative and Other Operating Expenses](index=23&type=section&id=Administrative%20and%20Other%20Operating%20Expenses_MDA) This section analyzes administrative and other operating expenses, highlighting the significant reduction achieved through cost-saving measures in the entertainment business - Administrative and other operating expenses decreased by **32.1%** to approximately **HKD 25.5 million** (2020: **HKD 37.5 million**), mainly due to reduced operating expenses in the entertainment business after implementing various cost-saving measures[102](index=102&type=chunk) [Loss Before Tax](index=23&type=section&id=Loss%20Before%20Tax_MDA) This section discusses the company's loss before tax, noting the significant reduction primarily driven by the wine business turning profitable - Loss before tax decreased to approximately **HKD 14.7 million** (2020: **HKD 51.0 million**), mainly due to the wine business turning profitable[103](index=103&type=chunk) [Taxation](index=23&type=section&id=Taxation_MDA) This section details the company's taxation, including current income tax expenses and deferred tax credits - Taxation primarily includes current income tax expense of approximately **HKD 190 thousand** (2020: **HKD 270 thousand**)[104](index=104&type=chunk) - Deferred tax credit of approximately **HKD 226 thousand** (2020: **HKD 2.0 million**) was recognized for expected credit loss provisions[104](index=104&type=chunk) [Loss Attributable to Owners of the Company](index=23&type=section&id=Loss%20Attributable%20to%20Owners%20of%20the%20Company_MDA) This section reports the company's net loss and the portion attributable to its owners, showing a substantial reduction compared to the prior period - Loss after tax for the period decreased by **70.3%** to approximately **HKD 14.6 million** (2020: **HKD 49.3 million**)[105](index=105&type=chunk) - Loss attributable to owners of the Company decreased to approximately **HKD 11.8 million** (2020: **HKD 43.5 million**)[105](index=105&type=chunk) [Liquidity and Financial Resources](index=23&type=section&id=Liquidity%20and%20Financial%20Resources_MDA) This section assesses the company's liquidity and financial resources, noting the decrease in cash and increase in borrowings, while affirming sufficient resources for future obligations - Cash and cash equivalents decreased by **21.7%** to approximately **HKD 167.1 million** (December 31, 2020: **HKD 213.4 million**)[106](index=106&type=chunk) - Total borrowings increased by **14.5%** to approximately **HKD 2,152.3 million** (December 31, 2020: **HKD 1,880.3 million**), mainly due to new real estate development loans of approximately **HKD 265.1 million**[109](index=109&type=chunk) - The company is confident it has ample resources to meet its debt obligations and working capital needs for the foreseeable future[109](index=109&type=chunk) [Balance Sheet Analysis](index=24&type=section&id=Balance%20Sheet%20Analysis_MDA) This section provides an analysis of the company's balance sheet, detailing changes in total assets, total liabilities, gearing ratio, and current ratio - Total assets increased by **5.0%** to approximately **HKD 4,589.3 million** (December 31, 2020: **HKD 4,371.0 million**)[110](index=110&type=chunk) - Total liabilities increased by **8.9%** to approximately **HKD 2,508.4 million** (December 31, 2020: **HKD 2,303.1 million**)[110](index=110&type=chunk) - Gearing ratio increased to **103.4%** (December 31, 2020: **90.9%**) due to new loans[110](index=110&type=chunk) - Current ratio remained stable at **1.32** (December 31, 2020: **1.34**)[110](index=110&type=chunk) [Inventories](index=24&type=section&id=Inventories_MDA) This section reviews the company's inventory levels, noting a slight increase and changes in finished goods and inventory turnover for the wine business - Inventories slightly increased by **0.6%** to approximately **HKD 210.5 million** (December 31, 2020: **HKD 209.3 million**)[112](index=112&type=chunk) - Finished goods increased by **34.0%** to approximately **HKD 39.5 million** (December 31, 2020: **HKD 29.5 million**)[112](index=112&type=chunk) - Inventory turnover for the wine business increased to **270 days** (December 31, 2020: **204 days**)[112](index=112&type=chunk) [Interim Dividend](index=24&type=section&id=Interim%20Dividend_MDA) This section states the Board's decision regarding the payment of an interim dividend for the reporting period - The Board of Directors does not recommend the payment of any interim dividend for the period[113](index=113&type=chunk) [Pledge of Assets](index=25&type=section&id=Pledge%20of%20Assets_MDA) This section details the company's assets pledged as collateral for bank financing and real estate development loans - Pledged land use rights, property, plant and equipment with a net book value of approximately **HKD 23.4 million** as collateral for general bank financing[116](index=116&type=chunk) - Pledged properties under development in Sydney, Australia, with a book value of approximately **HKD 2,413.3 million** to a financial institution for real estate development loans[116](index=116&type=chunk) [Contingent Liabilities](index=25&type=section&id=Contingent%20Liabilities_MDA) This section addresses the company's contingent liabilities, noting no significant items other than those disclosed in legal proceedings - Other than legal proceedings disclosures, the Group had no significant contingent liabilities as of June 30, 2021[117](index=117&type=chunk) [Exchange Rate Fluctuation Risk](index=25&type=section&id=Exchange%20Rate%20Fluctuation%20Risk_MDA) This section discusses the company's exposure to exchange rate fluctuations and its approach to managing this risk - The Group's revenue, expenses, assets, and liabilities are denominated in **HKD, RMB, KRW, CAD, and AUD**[118](index=118&type=chunk) - Foreign currency exchange risk has a minor impact, and the Group believes there is no need to use financial instruments for hedging, but it will review financial management functions and closely monitor currency and interest rate risks periodically[118](index=118&type=chunk) [Significant Acquisitions and Disposals](index=25&type=section&id=Significant%20Acquisitions%20and%20Disposals_MDA) This section confirms the absence of any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the reporting period - During the period, the Group had no significant matters regarding acquisitions and disposals of subsidiaries, associates, or joint ventures[118](index=118&type=chunk) [Significant Investments](index=25&type=section&id=Significant%20Investments_MDA) This section states that the company had no significant investments representing 5% or more of its total assets at the end of the reporting period - As of June 30, 2021, the Group had no significant investments representing **5% or more** of its total assets[119](index=119&type=chunk) [Employee Information and Remuneration Policy](index=25&type=section&id=Employee%20Information%20and%20Remuneration%20Policy_MDA) This section provides details on the company's employee count and its remuneration policy, which is performance-based and reviewed annually - As of June 30, 2021, the Group employed **314 full-time employees** (December 31, 2020: **381 employees**)[120](index=120&type=chunk) - The Group's remuneration policy is performance-based for individual employees and reviewed annually[120](index=120&type=chunk) [Litigation Updates](index=26&type=section&id=Litigation%20Updates) The company faces multiple legal proceedings, including contract disputes and counterclaims between NSR Toronto and CIM defendants, and claims by plaintiffs against the company and NSR Toronto, with the Board deeming it too early to assess potential financial impact and thus making no provisions - NSR Toronto and CIM Development (Markham) LP and other project defendants are involved in contract disputes and counterclaims, including alleged breaches of contract and fiduciary duties[124](index=124&type=chunk) - CIM defendants are claiming **CAD 50 million** (approximately **HKD 290 million**) in damages from NSR Toronto[125](index=125&type=chunk) - Other plaintiffs have filed claims against the company, NSR Toronto, and its executives, seeking **CAD 8 million** (approximately **HKD 47.7 million**) in damages, including **CAD 5 million** for advisory fees related to the Group's 2019 real estate investment project sale[128](index=128&type=chunk) - The directors believe it is too early to assess the potential financial impact on the company, and therefore, no provisions have been made in the interim accounts for the revised counterclaim and the revised 2020 claims at this stage[132](index=132&type=chunk) [Legal Proceedings of NSR Toronto Holdings Ltd.](index=26&type=section&id=Legal%20Proceedings%20of%20NSR%20Toronto%20Holdings%20Ltd.) This section details the legal proceedings initiated by NSR Toronto Holdings Ltd. against CIM defendants, including claims for breach of contract and fiduciary duties - NSR Toronto filed a lawsuit against CIM defendants on **May 30, 2019**, seeking damages for losses due to breach of contract and fiduciary duties[124](index=124&type=chunk) - CIM defendants filed a counterclaim on **August 16, 2019**, denying liability, seeking dismissal of the lawsuit, and claiming lost profits related to the development project from NSR Toronto[124](index=124&type=chunk) - CIM defendants filed an amended counterclaim on **June 16, 2020**, seeking **CAD 50 million** (approximately **HKD 290 million**) in damages from NSR Toronto[125](index=125&type=chunk) [Plaintiffs' Claims Against the Company, NSR Toronto, and NSR Toronto Executives](index=27&type=section&id=Plaintiffs'%20Claims%20Against%20the%20Company,%20NSR%20Toronto,%20and%20NSR%20Toronto%20Executives) This section outlines the claims made by plaintiffs against the company, NSR Toronto, and its executives, including allegations of breach of contract and conspiracy - Two Ontario companies filed a lawsuit against the company, NSR Toronto, and its executives on **March 13, 2020**[128](index=128&type=chunk) - Plaintiffs are seeking a total of **CAD 8 million** (approximately **HKD 47.7 million**) in punitive damages for alleged breach of contract, conspiracy, etc., including **CAD 5 million** (approximately **HKD 29.8 million**) for advisory fees related to the Group's 2019 real estate investment project sale[128](index=128&type=chunk) [NSR Toronto's Claim Against Global King Inc.](index=28&type=section&id=NSR%20Toronto's%20Claim%20Against%20Global%20King%20Inc.) This section details NSR Toronto's lawsuit against Global King Inc. for obstructing the disposal of the Mackenzie Creek project, seeking damages and punitive damages - NSR Toronto filed a lawsuit against Global King Inc. on **June 9, 2021**, claiming **CAD 7.2 million** for obstructing the disposal of the Mackenzie Creek project, and **CAD 0.1 million** in punitive damages[132](index=132&type=chunk) Business Review and Outlook [Economic Conditions](index=29&type=section&id=Economic%20Conditions) In the first half of 2021, the global COVID-19 pandemic continued to impact economies, but China's economy recovered after controlling the outbreak, with domestic demand resuming, creating a divergent economic environment - In the first half of 2021, the COVID-19 pandemic continued to rage globally, posing significant problems for various countries[135](index=135&type=chunk) - As the pandemic was brought under control in China, the Chinese government eased certain restrictions in the first half, leading to a recovery in goods consumption and service usage, and a resurgence of domestic demand driven by China's economic growth[135](index=135&type=chunk) [Operations Review](index=29&type=section&id=Operations%20Review) During the reporting period, the wine business benefited from China's economic recovery with revenue growth, while the Korean entertainment business continued to be hampered by the pandemic, and hotel development projects faced challenges, with the Australian real estate project completed and expected for second-half delivery - Wine business revenue increased by **1.68%** year-on-year, benefiting from the improving COVID-19 situation in China[136](index=136&type=chunk) - Korean entertainment business continues to be affected by the highly unstable COVID-19 situation in South Korea, with Jeju Island maintaining lockdown measures[137](index=137&type=chunk) - The hotel development project at Geumjeongsan Mountain also faced delays due to financing difficulties and strict COVID-19 prevention measures[137](index=137&type=chunk) - The Opera Residences project in Sydney, Australia, was completed in the first half of 2021, and government and company acceptance processes are finalized[138](index=138&type=chunk) - Due to COVID-19 lockdowns in Sydney in July-August, vacant possession delivery to owners can only proceed in the second half of the year[138](index=138&type=chunk) - Expected to generate significant revenue and investment returns for the Group after delivery to owners in the second half of 2021[138](index=138&type=chunk) [Wine Business](index=29&type=section&id=Wine%20Business) This section reviews the performance of the wine business, highlighting its revenue growth driven by China's economic recovery and future strategic focus - Wine business benefited from the improving COVID-19 prevention and control situation in China, with revenue increasing by **1.68%** year-on-year[136](index=136&type=chunk) - In the coming year, the wine business is expected to account for a significant portion of the Group's total revenue, with continued focus on increasing marketing and revenue[136](index=136&type=chunk) [South Korean Entertainment Business Operations](index=29&type=section&id=South%20Korean%20Entertainment%20Business%20Operations) This section discusses the challenges faced by the South Korean entertainment business due to the ongoing COVID-19 pandemic and its impact on operations and development projects - The Korean entertainment business continues to be affected by the highly unstable COVID-19 situation in South Korea, with Jeju Island maintaining lockdown measures[137](index=137&type=chunk) - The hotel development project at Geumjeongsan Mountain also faced delays due to financing difficulties and strict COVID-19 prevention measures[137](index=137&type=chunk) [Real Estate Business](index=29&type=section&id=Real%20Estate%20Business) This section provides an update on the real estate business, focusing on the completion and expected delivery of the Australian property project and its anticipated financial contribution - The Opera Residences project in Sydney, Australia, was completed in the first half of 2021, and government and company acceptance processes are finalized[138](index=138&type=chunk) - Due to COVID-19 lockdowns in Sydney in July-August, vacant possession delivery to owners can only proceed in the second half of the year[138](index=138&type=chunk) - Expected to generate significant revenue and investment returns for the Group after delivery to owners in the second half of 2021[138](index=138&type=chunk) [Performance Report](index=30&type=section&id=Performance%20Report) During the reporting period, the company's revenue slightly increased by 0.9%, recording a loss of HKD 14.6 million, with a loss attributable to shareholders of HKD 11.8 million and basic loss per share of HKD 0.37 cents, while total assets and net assets were HKD 4,589.4 million and HKD 2,080.9 million, respectively - Revenue for the period slightly increased by **0.9%** to approximately **HKD 50.0 million** (2020: **HKD 49.6 million**)[141](index=141&type=chunk) - Recorded a loss of approximately **HKD 14.6 million** (2020: loss of **HKD 49.3 million**)[141](index=141&type=chunk) - Loss attributable to shareholders was **HKD 11.8 million** (2020: loss of **HKD 43.5 million**); basic loss per share was **0.37 HK cents** (2020: loss of **1.36 HK cents**)[141](index=141&type=chunk) - As of June 30, 2021, the Group's total assets and net assets were approximately **HKD 4,589.4 million** and **HKD 2,080.9 million**, respectively[141](index=141&type=chunk) [Outlook](index=30&type=section&id=Outlook) Looking ahead, despite the pandemic's impact, with vaccine rollout and consumer confidence recovery, the company will prudently utilize project proceeds, optimize strategic plans and resource allocation, and refine investment layouts to deliver substantial returns to shareholders - With the approval and phased rollout of vaccines in 2021, consumer confidence in most countries is expected to further recover[142](index=142&type=chunk) - The Group believes that under these circumstances, it needs to prudently utilize funds repatriated from projects to formulate better strategic plans, resource allocation, and refine investment layouts to provide substantial and attractive investment returns to shareholders[142](index=142&type=chunk) [Events After the Reporting Period](index=30&type=section&id=Events%20After%20the%20Reporting%20Period) No events or circumstances have occurred after the reporting period that have had or may have a significant impact on the company's business, performance, or financial condition - No events or circumstances have occurred after the reporting period that have had or may have a significant impact on the Group's business, performance, or financial condition[143](index=143&type=chunk) Other Information [Disclosure of Interests](index=31&type=section&id=Disclosure%20of%20Interests) This section details the interests and short positions of directors, chief executives, and substantial shareholders in the company's shares and underlying shares - Directors and chief executives of the company held interests and short positions in the shares, underlying shares, and debentures of the company or its associated corporations as recorded in the company's register[145](index=145&type=chunk) - Substantial shareholders (other than directors or chief executives of the company) held or were deemed to hold interests or short positions in the company's shares and underlying shares required to be disclosed to the company and the Stock Exchange under Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance[152](index=152&type=chunk) [Directors' and Chief Executives' Interests](index=31&type=section&id=Disclosure%20of%20Interests(a)%20Directors'%20and%20Chief%20Executives'%20Interests) This section provides a table of interests held by directors and chief executives in the company's shares and related shares, including those under share options | Director Name | Nature of Interest | Share Interest | Relevant Share Interest under Share Options | Total Interest | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Fu Jun | Beneficial owner | - | 7,850,400 | 7,850,400 | 0.24% | | Mr. Hang Guanyu | Beneficial owner | - | 7,850,400 | 7,850,400 | 0.24% | | Mr. Jian Caoming | Beneficial owner | - | 7,850,400 | 7,850,400 | 0.24% | - Mr. Fu Jun holds a **3.36% interest** in the registered capital of Changshi Investment Co., Ltd. in **RMB**[146](index=146&type=chunk) [Substantial Shareholders' Interests](index=32&type=section&id=Disclosure%20of%20Interests(b)%20Substantial%20Shareholders'%20Interests) This section lists the interests of substantial shareholders in the company's shares and underlying shares, including those held through controlled corporations | Shareholder Name/Entity | Nature of Interest | Number of Shares/Underlying Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Xinhua Lian International Land Co., Ltd. | Beneficial owner | 1,757,450,743 | 54.79% | | Xinhua Lian Cultural Tourism Development Co., Ltd. | Controlled corporation | 1,757,450,743 | 54.79% | | Xinhua Lian International Investment Co., Ltd. | Beneficial owner | 215,988,336 | 6.73% | | Xinhua Lian Industrial Investment Co., Ltd. | Controlled corporation | 215,988,336 | 6.73% | | Xinhua Lian Holdings Co., Ltd. | Controlled corporation | 1,973,439,079 | 61.52% | | Mr. Fu Jun | Controlled corporation | 1,973,439,079 | 61.52% | | Mr. Fu Jun | Beneficial owner | 10,000,000 | 0.31% | | Changshi Investment Co., Ltd. | Controlled corporation | 1,973,439,079 | 61.52% | | Ms. Xiao Wenhui | Controlled corporation | 1,973,439,079 | 61.52% | | Ms. Xiao Wenhui | Beneficial owner | 6,010,000 | 0.19% | - Xinhua Lian Holdings Co., Ltd. and its controlled corporations are the largest shareholders, collectively holding **1,973,439,079 shares**, representing **61.52%** of the issued share capital[152](index=152&type=chunk) [Share Option Scheme](index=34&type=section&id=Share%20Option%20Scheme) The company's share option scheme adopted in 2012 saw no new grants or exercises during the reporting period, but some options lapsed, resulting in a slight decrease in total outstanding options at period-end | Participant Name and Category | Grant Date | Exercise Period | Exercise Price Per Share (HKD) | Balance as at January 1, 2021 | Granted During Period | Exercised During Period | Cancelled During Period | Lapsed During Period | Balance as at June 30, 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Directors (Mr. Fu Jun, Mr. Hang Guanyu, Mr. Jian Caoming) | 04/07/2016 | 04/07/2016 to 03/07/2026 | 2.0381 | 7,850,400 (each) | - | - | - | - | 7,850,400 (each) | | Other Eligible Participants | 04/07/2016 | 04/07/2016 to 03/07/2026 | 2.0381 | 67,709,700 | - | - | - | (1,962,600) | 65,747,100 | | Ms. Xiao Wenhui | 31/03/2017 | 31/03/2017 to 30/03/2027 | 2.0000 | 3,000,000 | - | - | - | - | 3,000,000 | | Mr. Fu Jun | 31/03/2017 | 31/03/2017 to 30/03/2027 | 2.0000 | 10,000,000 | - | - | - | - | 10,000,000 | | **Total** | | | | **104,260,900** | **-** | **-** | **-** | **(1,962,600)** | **102,298,300** | - The company adopted the share option scheme on **August 23, 2012**, valid until **August 22, 2022**[161](index=161&type=chunk) - No share options were granted or exercised during the period, but **1,962,600** share options lapsed[162](index=162&type=chunk) - All share options have no vesting period or vesting conditions[162](index=162&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=35&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period[165](index=165&type=chunk) [Corporate Governance](index=35&type=section&id=Corporate%20Governance) The company is committed to maintaining high standards of corporate governance and complies with the Corporate Governance Code in Appendix 14 of the Listing Rules, with deviations noted for the Chairman also serving as CEO and an independent non-executive director's absence from the AGM - The company is committed to maintaining high standards of corporate governance and complies with the Corporate Governance Code set out in Appendix 14 of the Listing Rules[165](index=165&type=chunk) - Chairman Mr. Ma Chenshan also holds the position of Chief Executive Officer, which deviates from Code Provision A.2.1[165](index=165&type=chunk) - Independent Non-executive Director Mr. Cao Kuangyu was unable to attend the Annual General Meeting held on **June 9, 2021**, due to other official engagements, which deviates from Code Provision A.6.7[165](index=165&type=chunk) [Standard Code for Securities Transactions by Directors](index=35&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules, and all directors confirmed compliance throughout the reporting period - The company has adopted the Standard Code set out in Appendix 10 of the Listing Rules[166](index=166&type=chunk) - All directors confirmed compliance with the required standards of the Standard Code throughout the period[166](index=166&type=chunk) [Audit Committee](index=36&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's unaudited interim condensed financial information and discussed accounting principles and financial reporting matters with management - The Audit Committee comprises three independent non-executive directors: Mr. Ding Lianghui (Chairman), Mr. Xie Guanghan, and Mr. Cao Xiyu[168](index=168&type=chunk) - The Audit Committee has reviewed the Group's unaudited interim condensed financial information for the period[168](index=168&type=chunk) - The Audit Committee has reviewed the accounting principles and practices adopted by the Group and financial reporting matters with management[168](index=168&type=chunk)

New Silkroad Culturaltainment Limited 新絲路文旅有限公司 (於百慕逵註冊成立之有限公司) （2017年） 目錄 OPERARESIDEN | --- | --- | --- | --- | |-------|--------------------------|-------|--------------------------| | | | | | | 02 | 公司資料 | 80 | 綜合損益表 | | 03 | 主席報告 | 81 | 綜合損益及其他全面收益表 | | 05 | 管理層討論及分析 | 82 | 綜合財務狀況表 | | 12 | 董事及高級管理層履歷簡介 | 84 | 綜合權益變動表 | | 14 | 董事會報告 | 85 | 綜合現金流量表 | | 24 | 企業管治報告 | 87 | 綜合財務報表附註 | | 43 | 環境、社會及管治報告 | 171 | 五年財務摘要 | | 74 | 獨立核數師報告 | 172 | 物業組合 | 公司資料 2 | --- | --- | |------------------------------------ ...

New Silkroad Culturaltainment Limited 新絲路文旅有限公司 (於百慕進註冊成立之有限公司) (股份編號 : 472) 截至二零二零年一月一日至六月三十日止期間 2020 中期 報告 | --- | --- | --- | |-------|------------------------|------------------------------------| | | 目 錄 | 02 簡明綜合 損益表 | | | 02 簡明綜合 財務狀況表 | 04 簡明綜合 損益及 其他全面 收益表 | | | 07 簡明綜合 樓益變動表 | 08 簡明綜合 | | | | 現金流量表 | | | 25 管理層 討論及分析 | 09 簡明中期 財務報表 附註 | | | 32 業務回顧 及展望 | 34 其他資料 | 中 期 報 告 2 0 2 0 截至六月三十日止六個月 二零一九年 二零二零年 (未經審核) (未經審核) 附註 千港元 千港元 簡 明 綜 合 損 益 表 新絲路文旅有限公司(「本公司」)董事(「董事」)會(「董事會」)欣然公佈本公司及其附屬公 司(統稱「本集團」)截 ...