Summary of Key Points Core Viewpoint - Hong Kong International Holdings (00480.HK) announced that dividends declared for the year ending March 31, 2019, which remain unclaimed as of September 17, 2025, will be forfeited and returned to the company [1]. Dividend Details - The company declared the following dividends: - **Interim Dividend**: Declared on November 21, 2018, with a distribution date of December 21, 2018, at a rate of 0.04 HKD per share [1]. - **Final Dividend**: Declared on June 19, 2019, with a distribution date of September 16, 2019, at a rate of 0.06 HKD per share [1].

（於開曼群島註冊成立之有限公司） * 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性 亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因倚賴該等內容而引致 的任何損失承擔任何責任。 （股份代號：00480） 沒收未領取的2018/2019年度股息 根據 HKR International Limited 香港興業國際集團有限公司（「本公司」）的《組織章 程細則》（「章程細則」），未領取的2018/2019年度股息將被沒收及復歸本公司。 按照本公司章程細則的規定，凡在宣派股息日期起計六年後仍未領取的股息，本公司 董事會可將有關股息沒收及復歸本公司。本公司謹此通知本公司股東，下列截至2019 年3月31日止年度所宣派而於2025年9月17日仍未領取的股息將予以沒收及復歸本公 司︰ 股息 宣派股息日期 派發股息日期 每股股息 中期 2018年11月21日 2018年12月21日 4 港仙 末期 2019年6月19日 2019年9月16日 6 港仙 於本公告日期，本公司董事為： 執行主席 查懋成先生 查懋德先生 非執行副主席 王查美龍女士 凡有權收取但 ...

Core Insights - The article highlights the emergence of a new residential paradigm in Shanghai, driven by the demand for a balance between urban living and natural habitats, exemplified by the project Hong Kong Yung Yuen [1][21] - The project is strategically located in Songjiang, near the G60 Science and Technology Corridor, which has become a hub for urban elites seeking a natural lifestyle [2][12] Project Overview - Hong Kong Yung Yuen is designed as a low-density residential area surrounded by three water bodies, integrating nature with living spaces [4][12] - The architectural design features a gray color scheme that harmonizes with the surrounding environment, utilizing materials like South African diamond granite and glass to create a luxurious yet natural aesthetic [6][9] Product Features - The project includes various housing types: six-story apartments, townhouses, and stacked villas, with a low plot ratio of approximately 1.1, catering to the increasing demand for quality living spaces [10][14] - The stacked villas range from approximately 178 to 196 square meters, designed for multi-generational living with spacious layouts and private outdoor areas [14][16] Market Positioning - The project emphasizes product strength, reflecting a shift in the real estate industry from scale to quality, with a focus on functional layouts and community experiences [10][19] - The near-completion status of the project allows potential buyers to experience the actual living environment, reducing uncertainties typically associated with pre-sale properties [19] Brand Legacy - Hong Kong Yung Yuen is developed by Hong Kong Yung Group, which has a long history in high-end residential development across major cities, combining international vision with local culture [17][19] - The project aims to redefine living spaces as nurturing environments, enhancing the relationship between residents and nature [21]

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 香港興業國際集團有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00480 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 4,000,000,000 | HKD | | 0.25 | HKD | | 1,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 4,000,000,000 | HKD | | 0.25 | HKD | | 1,000,000,000 | 本月 ...

Contents 目錄 | 02 | Corporate Profile | 公司簡介 | | --- | --- | --- | | 04 | Highlights of the Year | 年度大事摘要 | | 06 | Awards and Recognitions | 獎項及嘉許 | | 08 | Chairman's Statement | 主席報告 | | 14 | Management Discussion and Analysis | 管理層討論及分析 | | 38 | Board of Directors | 董事會 | | 46 | Directors' Report | 董事會報告 | | 69 | Corporate Governance Report | 企業管治報告 | | 100 | Financial Highlights | 財務概要 | | 101 | Financial Review | 財務回顧 | | 106 | Independent Auditor's Report | 獨立核數師報告 | | 116 | Consolidated Statement of Pr ...

Financial Performance - The group's revenue for the fiscal year 2025 was HKD 1,753.4 million, a decrease of 56% compared to HKD 3,940.7 million in the previous year[3]. - The underlying profit for the fiscal year 2025 was HKD 70.0 million, down from HKD 172.6 million in the previous year[3]. - The loss attributable to the company's owners was HKD 786.0 million, an increase of 318.0 million from HKD 468.0 million in the previous year[3]. - Total comprehensive loss for the year amounted to HKD 874.0 million, compared to HKD 1,108.9 million in the previous year[7]. - The group recorded a pre-tax loss of HKD 677.4 million, compared to a loss of HKD 173.2 million in the previous year[6]. - The company reported a net loss of HKD 770.6 million for the fiscal year ending March 31, 2025, which includes a non-controlling interest loss of HKD 15.4 million[20]. - The company reported a basic loss of HKD 786.0 million for fiscal year 2025, compared to a loss of HKD 468.0 million in the previous year[64]. Revenue Breakdown - Revenue from property development was HKD 303.1 million, down from HKD 2,554.8 million in the previous year, indicating a significant decrease of about 88.1%[18][19]. - Rental income for the year was HKD 440.2 million, compared to HKD 459.2 million in the previous year, reflecting a slight decline of approximately 4.1%[18][19]. - The revenue from hotel operations was HKD 248.4 million, slightly down from HKD 252.3 million in the previous year, a decrease of about 1.5%[18][19]. - For the fiscal year ending March 31, 2025, total revenue from property sales was HKD 277.1 million, a significant decrease from HKD 2,521.9 million in 2024, representing a decline of approximately 89%[26]. - The investment property segment recorded revenue of HKD 526.0 million in fiscal year 2025, slightly down from HKD 551.0 million in fiscal year 2024, with a profit of HKD 581.9 million[66]. - The transportation services and property management segment achieved revenue of HKD 306.3 million in fiscal year 2025, an increase from HKD 285.8 million in fiscal year 2024, with a profit of HKD 50.0 million[67]. - The leisure business generated revenue of HKD 369.6 million in fiscal year 2025, up from HKD 296.8 million in fiscal year 2024, with a profit of HKD 42.8 million[69]. Asset and Liability Management - Non-current assets decreased from HKD 30,695.3 million in 2024 to HKD 30,452.4 million in 2025[8]. - The company's total assets less current liabilities amounted to HKD 38,370.2 million in 2025, up from HKD 36,465.9 million in 2024, indicating a growth of about 5.2%[9]. - The equity attributable to owners of the company decreased to HKD 22,475.9 million in 2025 from HKD 23,358.3 million in 2024, a decline of approximately 3.8%[9]. - Non-current liabilities rose to HKD 13,090.3 million in 2025 from HKD 10,319.0 million in 2024, representing an increase of approximately 27.3%[9]. - The capital debt ratio as of March 31, 2025, was 45.1%, up from 38.6% in 2024, with shareholders' equity decreasing by HKD 882.4 million to HKD 22,475.9 million[72]. - The group’s total available credit facilities amounted to HKD 18,715.0 million as of March 31, 2025, with unutilized credit of approximately HKD 6,484.2 million[73]. Cash Flow and Financial Position - Cash and cash equivalents increased to HKD 2,049.5 million from HKD 1,605.8 million in the previous year[8]. - As of March 31, 2025, the group held total bank balances and cash of HKD 2,049.5 million, an increase from HKD 1,605.8 million in 2024, with net debt amounting to HKD 10,141.3 million compared to HKD 9,021.4 million in 2024[70]. - The average financing cost for the fiscal year 2025 was 5.6%, down from 5.9% in the previous year[74]. - The total financial expenses for 2025 amounted to HKD 802.0 million, up from HKD 769.2 million in 2024, reflecting a 4.0% increase[4]. Operational Highlights - The company operates through five segments: property development, property investment, transportation services, property management, and hotel and leisure business[17]. - The group plans to launch over 1,400 residential units in the new development project at Discovery Bay, with the first batch of approximately 320 units expected to be available for sale by the end of 2025 or early 2026[45]. - The group is upgrading facilities at the Discovery Bay Golf Club and renovating the waterfront clubhouse to enhance the community experience[46]. - The group has received approval for residential development projects in areas 6f and 10b of Discovery Bay, paving the way for future expansion[46]. - The group is exploring light-asset management opportunities to expand its business amid the current global economic environment[49]. Market and Economic Conditions - Revenue from mainland China plummeted to HKD 191.7 million in 2025 from HKD 2,194.7 million in 2024, representing a decline of approximately 91%[28]. - Revenue from Southeast Asia decreased to HKD 105.4 million in 2025 from HKD 233.5 million in 2024, a decline of about 55%[28]. - The group plans to focus on high-spending core markets, including the US, UK, and Europe, while expanding into emerging luxury travel markets in India and the Middle East[60]. - The group continues to implement strict cost control measures, resulting in a 9.6% reduction in sales, administrative, and other operating expenses[64]. Dividends and Share Capital - The group did not declare a final dividend for the fiscal year 2025, consistent with the previous year[4]. - The group’s total issued and paid-up share capital as of March 31, 2025, is HKD 371.3 million, with 1,485,301,803 shares issued[12].

作为可持续发展领域的先行者，香港兴业国际始终坚持ESG发展，积极开展环境、社会及管治工 作。近日，旗舰项目香港愉景湾首次荣获香港环保卓越大奖（HKAEE）的最高荣誉——物业管理（住 宅）组别金奖。该奖项由香港环境运动委员会、环境及生态局联同其他九个机构合办，为香港最具指标 性的ESG奖项之一。此次愉景湾获得殊荣，足见社会及行业对其绿色经营成效之认可。 与此同时，集团旗下商业综合项目上海兴业太古汇首次参与全球房地产可持续发展标准(Global Real Estate Sustainability Benchmark, GRESB)评核，获四星评级，反映出集团对可持续发展的坚定信 念，亦证明兴业太古汇在国际资本市场的地位。兴业太古汇更于今年三月获颁核心体WELL铂金级认 证，展示集团在建筑环境中兑现健康及福祉方面的承诺。 自创立之初，香港兴业国际便坚定践行可持续发展理念，实现"创造品味生活"的长久价值。未来， 香港兴业国际将继续携手旗下项目以及更多合作伙伴、业界同仁，探索并实施更多可持续发展的解决方 案，共同构建绿色环保的美好未来。 （文章来源：智通财经） 多措并举践行可持续承诺，香港兴业国际 (00480.HK ...

Financial Performance - For the six months ended September 30, 2024, the company's revenue was HKD 852.5 million, a decrease of 73.0% compared to HKD 3,157.1 million in the same period last year[10]. - The company recorded a loss attributable to shareholders of HKD 474.3 million, a decline of HKD 592.0 million from a profit of HKD 117.7 million in the previous year[10]. - Gross profit for the same period was HKD 299.4 million, down 73.1% from HKD 1,110.7 million year-on-year[113]. - The group reported a loss before tax of HKD 490.3 million, compared to a profit of HKD 461.5 million in the previous year[113]. - The net loss for the period was HKD 540.0 million, a significant decline from a profit of HKD 115.6 million in the prior year[113]. - Basic and diluted loss per share was HKD 31.9 cents, compared to earnings of HKD 7.9 cents per share in the same period last year[113]. - The group experienced a significant increase in financial expenses, totaling HKD 210.4 million, compared to HKD 189.9 million in the previous year[113]. - The group reported a net loss of HKD 152.7 million after excluding unrealized gains or losses from investment properties, compared to a profit of HKD 192.2 million in the same period last year[160]. - The group's attributable profit for the period was HKD (474.3) million, a significant decrease from HKD 117.7 million in the previous year, indicating a decline of 503%[160]. Revenue Breakdown - The revenue from property development was HKD 187.1 million, while property investment generated HKD 269.7 million, and hotel operations contributed HKD 99.3 million[141]. - The revenue from customer contracts totaled HKD 628.7 million, with HKD 187.1 million from property development and HKD 269.7 million from property investment[141]. - The group's performance in the Hong Kong market accounted for HKD 705.2 million of the total revenue, while the mainland China market contributed HKD 106.9 million[141]. - The total segment revenue from property development, property investment, transportation services, hotel operations, and leisure activities was HKD 2,077.1 million[147]. - The total rental income reported was HKD 223.8 million, with HKD 220.6 million coming from property investment[141]. Asset and Liability Management - Total assets increased to HKD 43,029.2 million from HKD 42,126.8 million year-on-year, while total liabilities rose to HKD 17,097.1 million from HKD 15,508.0 million[7]. - As of September 30, 2024, the group held total bank balances and cash of HKD 2,228.2 million, up from HKD 1,605.8 million as of March 31, 2024, while net debt stood at HKD 9,343.8 million, compared to HKD 9,021.4 million previously[55]. - The capital debt ratio as of September 30, 2024, was 40.3%, an increase from 38.6% on March 31, 2024, indicating a rise in leverage[59]. - The average financing cost for the period was 5.7%, compared to 5.5% in the same period last year, reflecting a slight increase in borrowing costs[60]. - The group’s shareholder equity decreased by HKD 149.1 million to HKD 23,209.2 million as of September 30, 2024, from HKD 23,358.3 million as of March 31, 2024[58]. - The total amount of standby loans as of September 30, 2024, was HKD 16,611.0 million, down from HKD 17,611.0 million as of March 31, 2024, with 81.9% being committed credit[59]. Property Development and Investment - The property development and investment business generated revenue of HKD 1,030 million, including HKD 573 million from joint ventures and associates[12]. - The property development segment recorded a loss of HKD 240.3 million, a significant decline from a profit of HKD 214.5 million in the same period last year, attributed to a lack of new development projects and a cautious market sentiment[50]. - The property investment segment's performance decreased by 5.7% to HKD 285.1 million, down from HKD 302.2 million, due to a decline in rental income from lower occupancy rates and rental renewals[51]. - The company is advancing the "Discovery Bay 2.0 Blueprint," which will add over 1.3 million square feet of gross floor area and over 1,400 residential units by Q1 2026[13]. - The company plans to develop a new high-end apartment project in Jiaxing, China, with a plot ratio of 2.1, having obtained planning and construction permits in March 2024[18]. Market and Sales Strategies - The company is implementing targeted sales strategies for residential projects in Shanghai and Hangzhou amid a recovering market environment[18]. - 71% of units in Xing Yun Jian, Shanghai, were sold by September 30, 2024, after sales commenced in January 2024[19][23]. - All sold units in Yao Xian Li, Hangzhou, began delivery to buyers in April 2024[19]. - In Tai Po Lin Hai Shan Cheng, 72 out of 262 units were sold, resulting in sales revenue of HKD 402.8 million, with 16 units sold during the period[20]. Occupancy Rates and Property Management - The average occupancy rate for Yujing Plaza and Yujing North Mall was 78.8% during the period, reflecting a slight impact from market conditions[24]. - The average occupancy rate for Tsuen Wan Chung Yip Building was approximately 91.6% during the period, despite challenging market conditions[24]. - The average occupancy rate for Hong Kong Industrial Centre was 81.7% during the period, indicating a competitive leasing environment[29]. - The group is enhancing its property management services, receiving recognition for sustainable development and safety initiatives[32]. Hotel Operations - The hotel business segment reported an overall loss of HKD 30.7 million, compared to a loss of HKD 15.2 million in the same period last year, with occupancy rates affected by changing consumer behavior and increased competition[53]. - The Hong Kong Discovery Bay Hotel actively participated in trade fairs and overseas sales roadshows, expanding its wedding business and enhancing family accommodation experiences[36]. - The Shanghai Sukothai Hotel achieved high occupancy rates and strong price growth by establishing strategic market positioning and offering personalized accommodation experiences[37]. - The Sukhothai Bangkok's occupancy and revenue growth slowed due to oversupply in the Bangkok hotel market, despite significant upgrades to guest rooms and pool facilities[38]. - The new luxury spa facility, The Sukhothai Spa, is set to officially open in August 2024, marking an important milestone for luxury hotels in Bangkok[39]. Corporate Governance and Compliance - The company is committed to good corporate governance, adhering to the principles of the corporate governance code[89]. - The company has adopted the standard code of conduct for securities trading as per the listing rules, ensuring compliance by all directors[94]. Future Outlook and Strategic Initiatives - The group plans to focus on sustainable business development and strategic growth initiatives, including future residential projects and enhancing surrounding commercial and leisure facilities[46]. - The group aims to maintain a prudent approach to market monitoring and seek value-added opportunities while adhering to strict risk management strategies[47]. - Future outlook includes potential market expansion and new product development strategies[126].

Financial Performance - The group's revenue for the six months ended September 30, 2024, was HKD 852.5 million, a decrease of 73.0% compared to HKD 3,157.1 million in the same period last year, primarily due to no new development projects completed in Hong Kong and mainland China during this period [4]. - The group recorded a loss attributable to the company's owners of HKD 474.3 million, a decrease of HKD 592.0 million compared to a profit of HKD 117.7 million in the same period last year [4]. - The group's gross profit for the period was HKD 299.4 million, down from HKD 1,110.7 million in the previous year [7]. - The company reported a comprehensive loss of HKD 540.0 million for the period, compared to a profit of HKD 115.6 million in the previous year [10]. - The company's basic loss per share was HKD 31.9, compared to earnings of HKD 7.9 per share in the previous year [7]. - The group incurred a net loss attributable to shareholders of HKD 474.3 million for the six months ending September 30, 2024 [34]. - The group's share of profit from joint ventures and associates was HKD 68.9 million, compared to HKD 504.5 million in the previous year [34]. - The hotel business segment reported an overall loss of HKD 30.7 million, compared to a loss of HKD 15.2 million in the same period last year, impacted by changes in consumer behavior and increased competition in the hotel market [92]. Dividends and Equity - The company has decided not to declare any interim dividend for this period, consistent with the previous year's decision [5]. - The total equity attributable to the company's owners was HKD 23,209.2 million, slightly down from HKD 23,358.3 million, reflecting a decrease of approximately 0.6% [19]. - The company did not declare any interim dividend for the six months ended September 30, 2024, and no final dividend for the fiscal year ending March 31, 2024 [44]. Assets and Liabilities - The group's non-current assets, including investment properties, amounted to HKD 13,919.2 million as of September 30, 2024, compared to HKD 13,843.2 million as of March 31, 2024 [17]. - Current assets totaled HKD 12,103.5 million, an increase from HKD 11,129.4 million as of March 31, 2024 [17]. - The group's total assets less current liabilities stood at HKD 34,843.3 million, down from HKD 36,465.9 million [17]. - As of September 30, 2024, the company's total non-current liabilities decreased to HKD 8,911.2 million from HKD 10,319.0 million as of March 31, 2024, representing a reduction of approximately 13.7% [19]. - The total liabilities as of September 30, 2024, were HKD 25,932.1 million, compared to HKD 26,146.9 million as of March 31, 2024, indicating a slight decrease of about 0.8% [19]. - The net debt as of September 30, 2024, was HKD 9,343.8 million, compared to HKD 9,021.4 million as of March 31, 2024 [95]. - The group's capital debt ratio increased to 40.3% as of September 30, 2024, from 38.6% as of March 31, 2024 [97]. Revenue Streams - Revenue from property development for the six months ended September 30, 2024, was HKD 175.4 million, while hotel revenue was HKD 99.3 million, contributing to a total revenue of HKD 852.5 million [27]. - The company reported rental income of HKD 220.6 million, which is part of the total income from property management [27]. - The total income from customer contracts was HKD 628.7 million, showing a diversified revenue stream across different segments [27]. - The company operates five business segments: property development, property investment, transportation services, hotel operations, and leisure business, each contributing to overall revenue [26]. Market and Development Outlook - The company anticipates continued market expansion and potential new product developments in the upcoming quarters, although specific figures were not disclosed [21]. - The company is advancing the "Discovery Bay 2.0 Blueprint," which includes new residential projects adding over 1,400 units and 1.3 million square feet of total floor area expected to be completed in Q1 2026 [54]. - The company plans to construct a new multi-purpose recreation center, with groundwork completed and major construction expected to commence in Q2 2025 [55]. - The company has received approval for land use changes to provide over 800 residential units, significantly increasing future land reserves [55]. - The group is actively optimizing its property portfolio in Discovery Bay to meet resident needs and enhance the overall experience, including introducing various dining options [66]. Operational Performance - The property development segment recorded a loss of HKD 240.3 million, compared to a profit of HKD 214.5 million in the same period last year, primarily due to no new development projects launched during the period [89]. - The property investment segment's performance declined by 5.7% to HKD 285.1 million, down from HKD 302.2 million, attributed to a decrease in rental income due to lower occupancy rates and rental renewals [90]. - The transportation services and property management segment saw an increase of 10.7% to HKD 16.6 million, up from HKD 15.0 million, driven by a steady rise in average daily passenger volume for bus services [91]. - The leisure business segment recorded a loss of HKD 2.0 million, an improvement from a loss of HKD 12.0 million, mainly due to increased income from bond transfers and enhanced cost control measures across all operational units [94]. Employee and Corporate Governance - The group currently employs 1,450 staff members and is committed to enhancing employee welfare and maintaining a positive work environment [85]. - The board of directors includes Executive Chairman Mr. Cha Mau Cheng and CEO Mr. Tang Man Wah [109]. - The company is committed to compliance with the Hong Kong Companies Ordinance [109].

[Board of Directors](index=40&type=section&id=Board%20of%20Directors) [Executive Directors](index=41&type=section&id=Executive%20Directors) The executive director team, led by Mr. Victor CHA (Executive Chairman) and Mr. TANG Moon Wah (Managing Director), along with three other executives experienced in real estate development, hotel management, and finance, is responsible for the Group's strategic leadership and daily operations - Mr. Victor CHA has served as an Executive Director since 1989 and as Chairman since November 2020, possessing over **40 years of experience** in real estate development and textile manufacturing[8](index=8&type=chunk)[480](index=480&type=chunk) - Mr. TANG Moon Wah was appointed Managing Director in November 2020, having served the Group since 1985 with over **40 years of extensive experience** in property development[483](index=483&type=chunk)[499](index=499&type=chunk) - Ms. YAN Man Ying was appointed Executive Director in February 2021 and currently serves as Chief Financial Officer, overseeing the Group's finance, treasury, and various regulatory functions[12](index=12&type=chunk)[487](index=487&type=chunk) [Non-executive Directors](index=42&type=section&id=Non-executive%20Directors) The non-executive director team, including Ms. Madeline WONG (Non-executive Deputy Chairman) and other CHA family members, brings decades of experience in venture capital, investment management, and real estate, providing independent strategic guidance and oversight to the Board - Ms. Madeline WONG was appointed Non-executive Deputy Chairman in November 2020, joined the Board in 1989, and also serves as a director of several private companies[9](index=9&type=chunk)[482](index=482&type=chunk) - Mr. Johnson CHA joined the Board in 1989, possessing over **40 years of extensive experience** in venture capital and investment management[51](index=51&type=chunk)[488](index=488&type=chunk) - Mr. Benjamin CHA was appointed Non-executive Director in July 2022, with over **20 years of experience** in real estate investment, development, and fund management[14](index=14&type=chunk)[489](index=489&type=chunk) [Independent Non-executive Directors](index=45&type=section&id=Independent%20Non-executive%20Directors) The independent non-executive director team comprises four senior professionals with deep backgrounds in business management, financial services, accounting, and auditing, overseeing key areas such as corporate governance, remuneration, nomination, and audit to ensure the independence and impartiality of Board decisions - Mr. CHEUNG Wing Lam has served on the Board since 2006, acting as Chairman of the Remuneration Committee and a member of the Audit Committee[15](index=15&type=chunk)[490](index=490&type=chunk) - Mr. FAN Hung Ling was appointed in November 2017, serving as Chairman of the Nomination Committee, with over **35 years of experience** in business management[41](index=41&type=chunk)[52](index=52&type=chunk) - Mr. TANG Kwai Chang was appointed in September 2014, serving as Chairman of the Audit Committee, with extensive experience in auditing and risk management[26](index=26&type=chunk) - Ms. SHAO Bei Lan was appointed in April 2021, possessing over **35 years of experience** in financial services, having held senior positions at Bank of China Group[17](index=17&type=chunk)[532](index=532&type=chunk) [Directors' Report](index=47&type=section&id=Directors'%20Report) [Principal Activities and Business Review](index=48&type=section&id=PRINCIPAL%20ACTIVITIES%20AND%20BUSINESS%20REVIEW) The company's principal activity is investment holding, with detailed business activities of its subsidiaries, associates, and joint ventures outlined in the financial statements notes; the Group complied with all relevant laws and regulations during the reporting period - The company's principal business is investment holding, with detailed business activities of its major subsidiaries, associates, and joint ventures provided in Note 42 to the consolidated financial statements[508](index=508&type=chunk) - A detailed review of the Group's business, performance analysis, and future development is presented in the "Chairman's Statement," "Management Discussion and Analysis," and "Financial Review" sections of the annual report[19](index=19&type=chunk)[20](index=20&type=chunk) - During the year under review, the Group complied with all relevant laws and regulations materially affecting its business, with no cases of non-compliance related to environmental, labor, health and safety, anti-corruption, or data privacy regulations[45](index=45&type=chunk)[493](index=493&type=chunk) [Results and Dividend](index=48&type=section&id=RESULTS%20AND%20DIVIDEND) The Board does not recommend a final dividend for the 2024 financial year, and no interim dividend was paid during the current financial year 2024 Financial Year Dividend Information | Dividend Type | FY2024 | FY2023 | | :--- | :--- | :--- | | Interim Dividend | Nil | Nil | | Final Dividend | Not Recommended | **1 HK cent per share** | [Risks and Uncertainties](index=50&type=section&id=RISKS%20AND%20UNCERTAINTIES) The Group faces key risks including slow post-COVID-19 economic recovery, political and economic volatility in core property markets (Hong Kong, Mainland China, Thailand), operational disruptions, financial market risks (currency, interest rates), human resource attrition, cyber-attacks, changing compliance requirements, and extreme weather events due to climate change, with mitigation measures implemented [Post COVID-19 Pandemic Recovery](index=50&type=section&id=A)%20POST%20COVID-19%20PANDEMIC%20RECOVERY) Despite the receding impact of the COVID-19 pandemic, global economic recovery is slower than anticipated, with an unfavorable external environment; the Group actively addresses economic uncertainties and potential pandemic risks through cost control, creative activities, and safeguarding employee health - Economic recovery is slower than expected, with ongoing global economic instability disrupting the Group's business operations[511](index=511&type=chunk) - Response measures include strengthening cost control, organizing creative activities to enhance competitiveness, and continuously ensuring employee health and safety[511](index=511&type=chunk) [Risks Pertaining to Property Development and Investment](index=51&type=section&id=B)%20RISKS%20PERTAINING%20TO%20PROPERTY%20DEVELOPMENT%20AND%20INVESTMENT) The Group's core property development and investment businesses in Hong Kong, Mainland China, and Thailand are susceptible to changes in local economic, political, legal, and social environments; mitigation involves active market assessment, continuous review of investment strategies, detailed feasibility and stress testing of potential projects, and risk sharing with joint venture partners - Core business risks include changes in the economic, political, legal environment, and government policies in Hong Kong, Mainland China, and Thailand[47](index=47&type=chunk)[48](index=48&type=chunk) - Mitigation measures include actively assessing market developments, continuously reviewing investment strategies, maintaining property quality, building a diversified tenant portfolio, and conducting detailed feasibility and stress tests for potential projects[47](index=47&type=chunk)[48](index=48&type=chunk) [Risks Pertaining to Operations of the Group](index=51&type=section&id=C)%20RISKS%20PERTAINING%20TO%20OPERATIONS%20OF%20THE%20GROUP) Group operations face various risks such as contractor defaults, rising construction costs and inflationary pressures, and increased market competition; these risks are managed through regular policy reviews, strict supplier screening, close monitoring of project progress, and adequate insurance coverage to protect profitability - Operational risks include contractor or tenant defaults, rising construction and fuel costs, inflationary pressures, increased competition, and accidents[537](index=537&type=chunk)[541](index=541&type=chunk) - Response strategies include regularly reviewing policies, strictly screening suppliers, monitoring project progress, launching innovative business strategies, and purchasing adequate business interruption insurance[537](index=537&type=chunk)[541](index=541&type=chunk) [Financial Risks](index=52&type=section&id=D)%20FINANCIAL%20RISKS) The Group's primary financial risks include market risk (currency, interest rate, and price risk), credit risk, and liquidity risk, with details of related financial instruments and risk mitigation policies provided in Note 41 to the consolidated financial statements - The Group's main financial instrument-related risks include market risk (currency, interest rate, price), credit risk, and liquidity risk[54](index=54&type=chunk) [Human Resources Risks](index=52&type=section&id=E)%20HUMAN%20RESOURCES%20RISKS) The Group's success depends on attracting, training, and retaining high-skilled talent; to mitigate the risk of key personnel loss, the Group implements succession plans, provides continuous internal and external training, and regularly reviews compensation and benefits to maintain market competitiveness, while enhancing employee belonging through initiatives like establishing an employee recreation club - The Group's success relies on attracting, training, retaining, and motivating excellent employees at all levels; the loss of key personnel could adversely affect business prospects[54](index=54&type=chunk) - Mitigation measures include establishing succession plans, providing internal and external training, regularly reviewing compensation and benefits, and forming an employee recreation club to enhance employee belonging[54](index=54&type=chunk) [Cyber-Attacks Risks](index=52&type=section&id=F)%20CYBER-ATTACKS%20RISKS) The increasing frequency and severity of corporate cyber-attacks may lead to data loss, confidential information leakage, and operational disruptions; the Group has engaged external cybersecurity consultants for regular assessments and penetration tests, implementing measures such as firewalls, antivirus software, disaster recovery drills, and regular employee education to reduce risks - Cyber-attacks may lead to data loss, confidential data leakage, equipment failure, and operational disruptions, resulting in reputational damage and revenue loss[54](index=54&type=chunk) - Mitigation measures include engaging external consultants for cybersecurity assessments, regularly conducting disaster recovery drills, employing firewalls and filtering software, and educating users on cybersecurity risks[24](index=24&type=chunk)[78](index=78&type=chunk) [Compliance Risks](index=53&type=section&id=G)%20COMPLIANCE%20RISKS) The Group's diversified operations across major Asian cities, including Hong Kong and Mainland China, face compliance risks from unpredictable regulatory changes; to mitigate this, the Group continuously monitors local legal and regulatory developments, assesses impacts, and seeks legal advice when necessary to ensure compliance - The Group's diversified operations across major Asian cities pose compliance risks from unpredictable regulatory changes[50](index=50&type=chunk)[79](index=79&type=chunk) - To mitigate risks, the Group continuously monitors local legal and regulatory changes, assesses impacts, and seeks legal advice when necessary[50](index=50&type=chunk)[79](index=79&type=chunk) [Environmental and Climate-Related Risks](index=53&type=section&id=H)%20ENVIRONMENTAL%20AND%20CLIMATE-RELATED%20RISKS) Extreme weather events due to climate change may increase risks of business disruption, physical asset damage, and reduced investment value; the company actively assesses climate risks, integrates them into strategic planning, and implements measures like long-term emission reduction targets, green technologies, improved new project designs, and employee training to mitigate climate impacts and enhance resilience - Extreme weather due to climate change may lead to business disruption, asset damage, increased repair costs, and reduced investment value[77](index=77&type=chunk)[80](index=80&type=chunk) - Response measures include setting long-term emission reduction targets, adopting green building designs, improving new development projects to withstand natural disasters, and providing employees with training on responding to extreme weather[81](index=81&type=chunk)[84](index=84&type=chunk) [Directors' Interests in Shares, Underlying Shares and Debentures](index=56&type=section&id=DIRECTORS'%20INTERESTS%20IN%20SHARES,%20UNDERLYING%20SHARES%20AND%20DEBENTURES) As of March 31, 2024, the company's directors, particularly members of the CHA family, held significant long positions in the company's shares through beneficial ownership and discretionary trusts; additionally, several directors were granted share options under the company's share option scheme Directors' Long Positions in the Company's Shares (as at March 31, 2024) | Director Name | Capacity | Personal Interest | Other Interests | Total | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Victor CHA | Beneficial Owner and Beneficiary of Discretionary Trust | 1,254,278 | 791,896,895 | **793,151,173** | **53.40%** | | Madeline WONG | Settlor and/or Beneficiary of Discretionary Trust | – | 789,684,882 | **789,684,882** | **53.17%** | | Johnson CHA | Beneficiary of Discretionary Trust | – | 790,469,647 | **790,469,647** | **53.22%** | | Benjamin CHA | Beneficiary of Discretionary Trust | – | 780,233,599 | **780,233,599** | **52.53%** | | TANG Moon Wah | Beneficial Owner | 148,720 | – | **148,720** | **0.01%** | - Several directors were granted company share options, with details disclosed in the "Details of Share Options Granted and Available for Grant" section[64](index=64&type=chunk)[66](index=66&type=chunk) [Share Option Scheme](index=57&type=section&id=SHARE%20OPTION%20SCHEME) The company's current 2021 Share Option Scheme aims to incentivize directors, employees, and consultants, valid for 10 years until August 24, 2031; during the year, **42,280,000** options were granted and **880,000** lapsed under the 2021 scheme, while **220,000** options lapsed under the terminated 2011 scheme - The current Share Option Scheme ("2021 Scheme") was adopted on August 25, 2021, valid for **10 years**, expiring on August 24, 2031[39](index=39&type=chunk)[171](index=171&type=chunk) - During the year, **42,280,000** share options were granted and **880,000** lapsed under the 2021 Scheme; **220,000** share options lapsed under the 2011 Scheme[39](index=39&type=chunk) Summary of Share Option Movements During the Year | Scheme | Balance at Beginning of Year | Granted During Year | Lapsed During Year | Balance at End of Year | | :--- | :--- | :--- | :--- | :--- | | **2021 Scheme** | 39,520,000 | 42,280,000 | 880,000 | **80,920,000** | | **2011 Scheme** | 35,750,000 | 0 | 220,000 | **35,530,000** | [Substantial Shareholders](index=63&type=section&id=SUBSTANTIAL%20SHAREHOLDERS) As of March 31, 2024, in addition to the directors, the company's substantial shareholders include CCM Trust (Cayman) Limited, LBJ Regents (PTC) Limited, and Magnificent Group Holdings Limited, holding significant share interests through corporate trustees or controlled corporations Substantial Shareholders' Shareholdings (as at March 31, 2024) | Shareholder Name | Capacity | Number of Ordinary Shares | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | CCM Trust (Cayman) Limited | Corporate Trustee | **715,617,969** | **48.17%** | | LBJ Regents (PTC) Limited | Corporate Trustee | **101,084,280** | **6.81%** | | Magnificent Group Holdings Limited | Interest in Controlled Corporation | **144,606,568** | **9.73%** | | OEI Kang Eric | Interest in Controlled Corporation / Jointly Held Interest | **90,405,600** | **6.08%** | | Claudio Holdings Limited | Interest in Controlled Corporation | **83,500,800** | **5.62%** | [Connected and Related Party Transactions](index=64&type=section&id=CONNECTED%20AND%20RELATED%20PARTY%20TRANSACTIONS) Related party transactions disclosed in Notes 43(a) and (b) of the consolidated financial statements constitute connected transactions under the Listing Rules but are exempt from shareholder approval and disclosure requirements; other related party transactions in Note 43 do not constitute connected transactions under the Listing Rules - Related party transactions disclosed in Notes 43(a) and (b) of the consolidated financial statements constitute connected transactions under the Listing Rules but are exempt under Rule 14A.76[33](index=33&type=chunk)[584](index=584&type=chunk) [Continuing Disclosure Requirements](index=65&type=section&id=CONTINUING%20DISCLOSURE%20REQUIREMENTS) As of March 31, 2024, advances and guarantees provided by the Group to affiliated companies totaled **HKD 7,888.5 million**, representing **18.9%** of the Group's total consolidated assets, primarily involving the joint venture "Ga Fung Limited" for a Tai Po residential project and "Dazhongli Group" operating investment properties in Shanghai - As of March 31, 2024, the total advances and guarantees provided by the Group to affiliated companies amounted to **HKD 7,888.5 million**, representing **18.9%** of total consolidated assets[91](index=91&type=chunk) - Advances of **HKD 1,671.9 million** were provided to "Ga Fung Limited," a joint venture for the Tai Po residential project, with guarantees for its bank financing amounting to **HKD 884.5 million** utilized[91](index=91&type=chunk)[590](index=590&type=chunk) - Advances totaling **HKD 4,559.7 million** were provided to "Dazhongli Group" in Shanghai (50% held by the Group) to finance its development expenditures[91](index=91&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=68&type=section&id=PURCHASE,%20SALE%20OR%20REDEMPTION%20OF%20THE%20COMPANY'S%20LISTED%20SECURITIES) During the current financial year, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the year, the Group did not engage in any purchase, sale, or redemption activities of the company's listed securities[113](index=113&type=chunk)[567](index=567&type=chunk) [Donations](index=68&type=section&id=DONATIONS) During the current financial year, the Group's total charitable and other donations amounted to approximately **HKD 1.7 million**, an increase from **HKD 1.3 million** in the previous year - The Group's total charitable and other donations during the year amounted to approximately **HKD 1.7 million**[93](index=93&type=chunk)[94](index=94&type=chunk) [Auditor](index=69&type=section&id=AUDITOR) The consolidated financial statements for the 2024 financial year have been audited by PricewaterhouseCoopers, and a resolution will be proposed at the 2024 Annual General Meeting to re-appoint PricewaterhouseCoopers as auditor - The consolidated financial statements for the 2024 financial year have been audited by PricewaterhouseCoopers, and a resolution for re-appointment will be proposed[96](index=96&type=chunk)[572](index=572&type=chunk) [Corporate Governance Report](index=69&type=section&id=Corporate%20Governance%20Report) [Board of Directors](index=70&type=section&id=BOARD%20OF%20DIRECTORS) The Board comprises twelve directors, including five executive and seven non-executive directors (four of whom are independent non-executive directors), ensuring diverse skills and independent decision-making; the report details Board responsibilities, procedures, annual assessment mechanisms, commitment to continuous professional development, and clear separation of Chairman and Managing Director roles Board Composition (as at March 31, 2024) | Category | Number | | :--- | :--- | | Executive Directors | 5 | | Non-executive Directors | 7 | | Of which: Independent Non-executive Directors | 4 | | **Total** | **12** | - The roles of Chairman (Mr. Victor CHA) and Managing Director (Mr. TANG Moon Wah) are held by two different individuals, with clearly defined responsibilities[107](index=107&type=chunk)[129](index=129&type=chunk) - The Board conducts annual assessments to review its culture, operations, and composition, continuously promoting improvements; assessment results indicate a preference for younger, female, and independent directors with expertise in IT, risk management, or finance if new directors are needed[107](index=107&type=chunk) [Board Committees](index=76&type=section&id=BOARD%20COMMITTEES) The Board has established several specialized committees, including Remuneration, Audit, Nomination, and Corporate Governance, to assist in fulfilling its duties; each committee has clear terms of reference and is composed of directors with relevant expertise, with independent non-executive directors holding majority seats in several committees to ensure independent and professional decision-making - The Board has established various committees, including Remuneration, Audit, Nomination, and Corporate Governance, with clear terms of reference and delegated authority[137](index=137&type=chunk)[139](index=139&type=chunk)[158](index=158&type=chunk) Board and Committee Meeting Attendance (FY2024) | Director Name | Board Meetings | Audit Committee | Remuneration Committee | Nomination Committee | Corporate Governance Committee | AGM | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Victor CHA | 6/6 | – | 5/5 | 1/1 | 2/2 | ✓ | | TANG Moon Wah | 6/6 | – | – | – | – | ✓ | | CHEUNG Ho Koon | 6/6 | – | – | – | – | ✓ | | LI Wang Hei | 6/6 | – | – | – | – | ✓ | | YAN Man Ying | 6/6 | – | – | – | – | ✓ | | Madeline WONG | 5/6 | – | – | 1/1 | 2/2 | ✓ | | Johnson CHA | 6/6 | – | – | – | – | ✗ | | Benjamin CHA | 6/6 | – | – | – | – | ✓ | | CHEUNG Wing Lam | 6/6 | 7/7 | 5/5 | – | – | ✓ | | FAN Hung Ling | 5/6 | – | 5/5 | 1/1 | 2/2 | ✓ | | SHAO Bei Lan | 6/6 | 7/7 | – | 1/1 | – | ✓ | | TANG Kwai Chang | 6/6 | 7/7 | – | 1/1 | 2/2 | ✓ | [Accountability and Audit](index=83&type=section&id=ACCOUNTABILITY%20AND%20AUDIT) The Board affirms its responsibility for preparing true and fair financial statements; the Group's risk management and internal control systems are under the Board's overall responsibility, overseen and independently reviewed by the Audit Committee, Risk Management Oversight Group, and Internal Audit Department to ensure effectiveness and adequacy; for FY2024, these systems were deemed effective and adequate - The Board bears overall responsibility for the Group's risk management and internal control systems, aiming to manage rather than eliminate risks[859](index=859&type=chunk)[1261](index=1261&type=chunk) - The Group has established a risk governance and management framework comprising the Board, Audit Committee, Risk Management Oversight Group, and functional departments[672](index=672&type=chunk)[712](index=712&type=chunk) - Following an annual review, the Board deemed the Group's risk management and internal control systems effective and adequate for the year ended March 31, 2024[719](index=719&type=chunk)[720](index=720&type=chunk) - For FY2024, the audit service fees for independent auditor PricewaterhouseCoopers were approximately **HKD 8.7 million**, and non-audit service fees were approximately **HKD 4.2 million**[727](index=727&type=chunk)[729](index=729&type=chunk) [Shareholders' Rights and Investor Relations](index=91&type=section&id=SHAREHOLDERS'%20RIGHTS%20AND%20INVESTOR%20RELATIONS) The company is committed to effective communication with shareholders and investors through various channels including annual general meetings, announcements, annual reports, and its website; a shareholder communication policy has been adopted, and clear procedures are provided for shareholders to convene extraordinary general meetings and nominate directors; over twenty meetings and communication activities were held with stakeholders during the year - The company has adopted a shareholder communication policy to maintain continuous dialogue with shareholders and the investment community[738](index=738&type=chunk)[739](index=739&type=chunk) - Shareholders can request to convene extraordinary general meetings in writing or nominate director candidates at general meetings[732](index=732&type=chunk)[759](index=759&type=chunk) - During the year, the company engaged in over **twenty communication activities** with various stakeholders through meetings, media interviews, and marketing events[741](index=741&type=chunk)[764](index=764&type=chunk)