Financial Performance - Total revenue for the fiscal year ending June 30, 2024, was HKD 41,057,000, a decrease of 56.2% from HKD 93,673,000 in the previous year[1] - Gross profit for the fiscal year was HKD 21,630,000, down from HKD 23,503,000, representing a decline of 7.9%[1] - The company reported a net loss of HKD 54,434,000 for the fiscal year, compared to a net loss of HKD 43,666,000 in the previous year, indicating a 24.5% increase in losses[2] - Total comprehensive loss for the year was HKD 66,173,000, a decrease from HKD 75,740,000, reflecting an improvement of 12.8%[3] - Total revenue for the year 2024 was HKD 41,057 thousand, down from HKD 94,639 thousand in 2023, indicating a decrease of about 56.7%[14] - The company reported a total loss before tax of HKD 48,215 thousand for the year, compared to a loss of HKD 54,434 thousand after tax[15] - The company reported a significant decrease in revenue from the China market, dropping to HKD 29,708,000 in 2024 from HKD 88,258,000 in 2023[21] - Annual losses increased by approximately 25% from HKD 43,666,000 in FY2023 to HKD 54,434,000 in FY2024, mainly due to litigation provisions and fair value losses on financial assets[72] Assets and Liabilities - Non-current assets increased to HKD 474,052,000 from HKD 349,304,000, marking a growth of 35.7%[4] - Current liabilities rose slightly to HKD 403,047,000 from HKD 401,822,000, an increase of 0.3%[4] - The company's total assets decreased to HKD 870,626,000 from HKD 897,996,000, a decline of 3.1%[4] - The company’s equity attributable to owners decreased to HKD 771,676,000 from HKD 797,464,000, a reduction of 3.2%[5] - Total assets as of June 30, 2024, amounted to HKD 1,273,673,000, with liabilities of HKD (501,141,000) resulting in a net asset position of HKD 772,532,000[16] - The company’s total liabilities decreased slightly from HKD (497,671,000) in 2023 to HKD (501,141,000) in 2024[18] - The company had a total equity of HKD 772,532,000 and total bank borrowings of HKD 199,987,000 as of June 30, 2024, with a debt-to-equity ratio of approximately 26%[73] Revenue Segmentation - Revenue from property sales in China decreased to HKD 27,885 thousand in 2024 from HKD 88,186 thousand in 2023, representing a decline of approximately 68.4%[14] - The resort and property development segment generated revenue of HKD 27,885 thousand, while the property investment segment contributed HKD 6,616 thousand[15] - The investment holding segment's revenue was HKD 6,448 thousand, while the autonomous driving segment generated HKD 108 thousand[15] - Rental and management income from investment properties amounted to HKD 6,616,000 in the fiscal year 2024, an increase from HKD 4,823,000 in 2023[52] Expenses and Costs - The company incurred financing costs of HKD 10,098,000, compared to HKD 9,429,000 in the previous year, an increase of 7.1%[1] - Employee costs rose to HKD 12,917,000 in 2024, compared to HKD 12,434,000 in the previous year[25] - Sales expenses increased by approximately 47% from HKD 2,639,000 in FY2023 to HKD 3,890,000 in FY2024, mainly due to new sales activities in the autonomous driving division[67] - Administrative expenses increased by approximately 7% from HKD 26,096,000 in FY2023 to HKD 27,919,000 in FY2024, primarily due to costs associated with newly established subsidiaries[68] - Financing costs rose by about 7% from HKD 9,429,000 in FY2023 to HKD 10,098,000 in FY2024, attributed to rising interest rates[70] Legal and Provisions - The company recorded a legal provision of HKD 43,031,000 in 2024, which was not present in the previous year[25] - The company recognized additional provisions for legal claims amounting to HKD 43,031,000 during the year, resulting in a total provision of HKD 42,756,000 by the end of the reporting period[43] - The company is involved in ongoing litigation related to claims amounting to RMB 40,000,000 plus interest, with a court ruling requiring the company to provision for 50% of the outstanding amount[43] - Other expenses included a litigation provision of HKD 43,031,000, with the company appealing a court judgment[69] Fair Value and Investments - The company reported a significant increase in investment property fair value gains to HKD 26,243,000 from a loss of HKD 14,200,000, indicating a turnaround in property valuation[1] - The fair value of investment properties at the end of June 30, 2024, was HKD 407,624,000, an increase from HKD 280,900,000 at the beginning of the reporting period[29] - The fair value of the Group's investment in the Green Asia Fund at the end of the reporting period was approximately HKD 7,085,000, down from HKD 15,219,000 in 2023[33] - The fair value of the Group's investment in the Huangpu River Fund was approximately HKD 47,065,000, compared to HKD 53,659,000 in 2023[33] - The fair value of financial assets measured at fair value through profit or loss was approximately HKD 20,921,000, down from HKD 27,244,000 in 2023[33] Corporate Governance - The company has adopted the corporate governance code as per the Stock Exchange Listing Rules and has complied with all applicable provisions for the fiscal year 2024, except for the separation of the roles of Chairman and CEO[82] - The Chairman, Mr. Ng, also serves as the Acting CEO, with the board believing this does not compromise the balance of power and responsibilities within the management[82] - The audit committee has reviewed and formally approved the consolidated financial statements and annual results for the fiscal year 2024[84] - The financial figures in the preliminary announcement for the fiscal year 2024 have been agreed upon by the company's auditor, but no assurance or opinion has been provided regarding these figures[85] - The annual results announcement is available on the Stock Exchange and the company's website for public access[86]

Financial Performance - The company reported revenue of HKD 22,329,000 for the six months ended December 31, 2023, a decrease of 68.4% compared to HKD 70,606,000 in the same period of 2022[5]. - Gross profit for the same period was HKD 8,037,000, down 48.5% from HKD 15,595,000 year-on-year[5]. - The company incurred a loss before tax of HKD 36,118,000, compared to a loss of HKD 27,628,000 in the previous year, representing a 30.5% increase in losses[5]. - Total comprehensive loss for the period was HKD 39,361,000, a decrease from HKD 47,458,000 in the prior year, indicating a 16.4% improvement[5]. - Basic and diluted loss per share was HKD 1.24, compared to HKD 1.02 in the previous year, indicating a 21.6% increase in loss per share[7]. - The company reported a net loss of HKD 25,510,000 for the six months ended December 31, 2023, compared to a net loss of HKD 27,628,000 for the same period in 2022, indicating an improvement of approximately 7.7%[34]. - The group’s loss for the period increased by 39% from HKD 25,510,000 to HKD 35,564,000 for the six months ended December 31, 2023, mainly due to the fair value loss on financial assets[95]. Assets and Liabilities - Non-current assets increased to HKD 396,957,000 as of December 31, 2023, up from HKD 349,304,000 at the end of June 2023, reflecting a growth of 13.7%[9]. - Current assets decreased to HKD 882,670,000 from HKD 950,514,000, a decline of 7.1%[9]. - The total assets as of December 31, 2023, amounted to HKD 1,279,627,000, while total liabilities were HKD (480,283,000)[25]. - The total equity and total bank and other borrowings were HKD 799,344,000 and HKD 210,123,000, respectively, with a debt-to-equity ratio of approximately 26%[98]. - The company’s net asset value stood at HKD 799,344,000, slightly down from HKD 802,147,000 at the end of June 2023[9]. Cash Flow - The company reported a cash and cash equivalents balance of HKD 52,789,000, significantly up from HKD 20,609,000 at the end of June 2023, marking a 155.5% increase[9]. - The net cash used in operating activities was HKD (756,000), an improvement from HKD (4,527,000) in the prior period[17]. - The financing activities generated a net cash inflow of HKD 31,413,000, a significant increase from a cash outflow of HKD (7,906,000) in the prior period[17]. - Cash and cash equivalents at the end of the period increased to HKD 52,789,000 from HKD 49,438,000 at the end of the previous period[17]. Share Issuance and Financing - The company issued 550,000,000 new shares at HKD 0.068 per share, increasing the total issued shares to 3,055,105,739 as of December 31, 2023[57]. - The net proceeds from the share issuance are intended for general working capital of approximately HKD 26,558,000 and potential investment opportunities of about HKD 10,000,000[57]. - The company did not incur any new borrowings during the period, maintaining a focus on equity financing with net proceeds from new share issuance of HKD 36,558,000[17]. Investment Properties and Fair Value - The fair value of the group's investment properties as of December 31, 2023, was HKD 329,744,000, an increase from HKD 280,900,000 as of June 30, 2023[74]. - The fair value loss on investment properties for the six months ended December 31, 2023, was HKD 27,100,000, compared to a loss of HKD 3,586,000 in the same period of 2022, indicating a significant increase in losses[28]. - The fair value of financial assets measured at fair value through profit or loss totaled HKD 126,140,000 as of December 31, 2023, with HKD 87,993,000 classified as Level 3 inputs[59]. - The fair value of financial assets pledged as collateral for margin financing was HKD 19,264,000 as of December 31, 2023, down from HKD 27,244,000 on June 30, 2023[110]. Operational Performance - Property sales in China generated revenue of HKD 18,491,000, down 72.9% from HKD 67,970,000 in the previous year[22]. - Revenue from the resort and property development segment was HKD 18,491,000 for the six months ended December 31, 2023, compared to HKD 67,970,000 for the same period in 2022, with a gross margin increase from 19% to 23%[85]. - The company plans to focus on market expansion and new product development to improve future performance[5]. Employee and Administrative Costs - Employee costs, including director remuneration, totaled HKD 6,408,000 for the six months ended December 31, 2023, compared to HKD 6,077,000 in the same period of 2022, representing an increase of approximately 5.4%[34]. - Administrative expenses rose from approximately HKD 11,017,000 to about HKD 14,820,000, contributing to the overall loss[70]. - The company reported a decrease in management compensation to HKD 1,469,000 for the six months ended December 31, 2023, compared to HKD 1,606,000 for the same period in 2022[58]. Legal and Compliance - The company has initiated legal proceedings for the compulsory winding up of a borrower due to overdue repayments amounting to HKD 19,394,000[49]. - The company has complied with all applicable corporate governance code provisions except for the separation of the roles of Chairman and CEO, which are held by Mr. Wu Zhanming[127]. - The audit committee reviewed the unaudited condensed consolidated financial statements for the six months ended December 31, 2023, which were formally approved by the board[128].

Financial Performance - For the six months ended December 31, 2023, the company's revenue was HKD 22,329,000, a decrease of 68.4% compared to HKD 70,606,000 in the same period of 2022[2] - The gross profit for the same period was HKD 8,037,000, down 48.5% from HKD 15,595,000 year-on-year[2] - The company reported a loss before tax of HKD 36,118,000, compared to a loss of HKD 27,628,000 in the previous year, representing a 30.1% increase in losses[3] - The total comprehensive loss for the period was HKD 39,361,000, a decrease of 17.0% from HKD 47,458,000 in the prior year[3] - The basic and diluted loss per share for the period was HKD 1.24, compared to HKD 1.02 in the same period last year, reflecting a 21.6% increase in loss per share[3] - The company reported a total loss of HKD 35,564,000 for the six months ended December 31, 2023, compared to a loss of HKD 25,510,000 for the same period in 2022[12] - The group’s revenue decreased by 68% from HKD 70,606,000 to HKD 22,329,000 for the six months ending December 31, 2023[61] - The group recorded a net loss for the period increased by 39% to HKD 35,564,000, primarily due to the fair value loss of financial assets[70] Asset and Equity Position - The company's non-current assets increased to HKD 396,957,000 as of December 31, 2023, up from HKD 349,304,000 as of June 30, 2023[4] - The company's total assets less current liabilities stood at HKD 890,837,000, slightly down from HKD 897,996,000[4] - Total assets as of December 31, 2023, amounted to HKD 1,279,627,000, with liabilities totaling HKD 480,283,000, resulting in a net asset position[11] - The total equity attributable to the owners of the company was HKD 796,872,000, a slight decrease from HKD 797,464,000[4] - The total equity of the company as of December 31, 2023, was HKD 799,344,000, with total bank and other borrowings at HKD 210,123,000, maintaining a debt-to-equity ratio of approximately 26%[73] Cash Flow and Liquidity - Cash and cash equivalents rose to HKD 52,789,000 from HKD 20,609,000, indicating a significant increase in liquidity[4] - As of December 31, 2023, the company's current assets were HKD 882,670,000, down from HKD 950,514,000 as of June 30, 2023, while current liabilities decreased to HKD 388,790,000 from HKD 401,822,000, resulting in a current ratio of approximately 2.3[73] Segment Performance - The performance of the resort and property development segment reported a profit of HKD 2,856,000, while the property investment and investment holding segments reported losses of HKD 3,855,000 and HKD 20,037,000 respectively, leading to a total segment loss of HKD 21,036,000[11] Investment and Fair Value - The fair value loss on financial assets amounted to HKD 19,551,000, indicating significant impairment in the investment portfolio[12] - The fair value of investment properties as of December 31, 2023, was HKD 329,744,000, up from HKD 280,900,000 at the beginning of the reporting period, showing an increase of approximately 17.4%[23] - The fair value of the company's investment properties was HKD 329,744,000 as of December 31, 2023, up from HKD 280,900,000 as of June 30, 2023[50] - The fair value loss of financial assets measured at fair value through profit or loss increased by 114% to HKD 19,551,000, primarily due to the decline in the share price of 卓爾智聯[63] Costs and Expenses - Total employee costs for the six months ended December 31, 2023, amounted to HKD 6,408,000, compared to HKD 6,077,000 for the same period in 2022, reflecting an increase of approximately 5.4%[18] - Administrative expenses increased from approximately HKD 11,017,000 for the six months ending December 31, 2022, to about HKD 14,820,000 for the same period in 2023[46] - Financing costs increased to HKD 5,145,000 for the six months ended December 31, 2023, up from HKD 4,540,000 in the previous year[16] Share Issuance and Dividends - The group issued 550,000,000 new shares at HKD 0.068 per share, increasing the total issued shares to 3,055,105,739 as of December 31, 2023[39] - The net proceeds from the share issuance will be used for general working capital of approximately HKD 26,558,000 and potential investment opportunities of approximately HKD 10,000,000[40] - The group did not recommend an interim dividend for the six months ended December 31, 2023, compared to no dividend for the same period in 2022[41] Legal and Compliance - The group has a pending civil lawsuit involving claims of approximately HKD 21,848,000 related to construction deposits and loans[42] - The company has adhered to the corporate governance code, with the exception of the separation of the roles of Chairman and CEO, which are held by the same individual[86] Future Outlook - The company aims to optimize its asset structure and business development quality while seeking new development opportunities amidst external challenges in 2024[60]

[Company Information](index=3&type=section&id=Company%20Information) This section outlines the company's board composition, committee structures, contact information, and professional advisory network [Board Members and Committees](index=3&type=section&id=3.1%20Board%20Members%20and%20Committees) The Board comprises two executive and three independent non-executive directors, with designated chairpersons for key committees - The Board of Directors includes two executive directors (Mr. Wu Zhanming, Mr. Wu Tao) and three independent non-executive directors (Mr. Yu Tat Chi, Mr. Chu San Hui, Dr. Chan Kin Keung)[4](index=4&type=chunk) - Mr. Yu Tat Chi chairs the Audit Committee, Mr. Chu San Hui chairs the Remuneration Committee, and Mr. Wu Zhanming chairs the Nomination Committee[4](index=4&type=chunk) [Company Contact and Professional Advisors](index=3&type=section&id=3.2%20Company%20Contact%20and%20Professional%20Advisors) This section provides details on the company secretary, principal business location, registered office, share registrars, principal bankers, auditor, and legal advisors - The Company Secretary is Ms. Lu Shan, with the principal place of business in Hong Kong located at Unit 2408A, 24th Floor, Lippo Centre Tower 1, 89 Queensway, Admiralty[4](index=4&type=chunk) - Principal bankers include China Construction Bank (Asia) Corporation Limited, Hang Seng Bank Limited, and Nanyang Commercial Bank Limited[4](index=4&type=chunk) - The auditor is ZHONGSHEN ZHONGHUAN (HONG KONG) CPA LIMITED, and legal advisors are Han Kun Law Offices and ONC Lawyers[5](index=5&type=chunk) [Chairman's Report](index=4&type=section&id=Chairman's%20Report) The Chairman's Report presents an overview of the company's financial performance and strategic business outlook for the fiscal year [Performance Overview](index=4&type=section&id=4.1%20Performance%20Overview) For FY2023, the company reported a **HKD43.67 million loss**, mainly from fair value reductions in financial assets and investment properties 2023 Fiscal Year Loss Composition | Item | Amount (HKD) | | :--- | :--- | | Loss for the year | 43,666,000 | | Net fair value decrease in financial assets at fair value through profit or loss | 29,123,000 | | Net fair value decrease in investment properties | 14,200,000 | [Business Review and Outlook](index=4&type=section&id=4.2%20Business%20Review%20and%20Outlook) Despite a challenging 2022, the Group's business recovered in 2023, completing property projects and exploring autonomous driving technology investments - In the first half of 2023, domestic epidemic control measures were fully optimized, and the Group's business operations and employees' daily lives gradually returned to normal[8](index=8&type=chunk) - Sales of the Wuxi property project progressed slowly, but completion and acceptance work was successfully finished during the year, entering a new development stage[11](index=11&type=chunk) - The Group established a subsidiary during the year to explore investment opportunities in the autonomous driving technology innovation sector[11](index=11&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's business segments, financial performance, liquidity, risk factors, and other significant matters for the fiscal year [Business Review](index=5&type=section&id=5.1%20Business%20Review) The Group's primary businesses encompass resort and property development, property investment, and investment holding, highlighted by property project completion and new ventures in autonomous driving technology - The Group's principal businesses are resort and property development, property investment, and investment holding[13](index=13&type=chunk) - The Wuxi property project was completed on **June 30, 2023**, recognizing **HKD88.19 million** in revenue with a gross profit margin of approximately **31%** in FY2023[14](index=14&type=chunk) - The fair value of Hong Kong investment properties decreased by **HKD14.2 million** in FY2023, but rental income increased to **HKD4.82 million** (2022: HKD4.41 million) due to higher occupancy rates[15](index=15&type=chunk) - The investment holding business recorded a net fair value decrease of **HKD29.12 million** (2022: HKD128.82 million) in financial assets at fair value through profit or loss[16](index=16&type=chunk) - The Group has established a subsidiary to explore investment opportunities in the autonomous driving technology innovation sector[11](index=11&type=chunk) [Resort and Property Development](index=5&type=section&id=5.1.1%20Resort%20and%20Property%20Development) The Wuxi property project achieved completion in June 2023, recognizing **HKD88.19 million** in revenue with a **31%** gross profit margin - The Wuxi property project was completed on **June 30, 2023**[14](index=14&type=chunk) Resort and Property Development Segment Revenue | Indicator | FY2023 (HKD) | FY2022 (HKD) | | :--- | :--- | :--- | | Revenue | 88,186,000 | 4,705,000 | | Gross Profit Margin | 31% | - | - As of **June 30, 2023**, contracted sales for properties signed but not yet delivered amounted to approximately **HKD26.23 million**[14](index=14&type=chunk) [Property Investment](index=5&type=section&id=5.1.2%20Property%20Investment) Investment property fair value in Hong Kong decreased by **HKD14.2 million**, while rental income increased to **HKD4.82 million** due to improved occupancy rates Investment Property Fair Value and Rental Income | Indicator | FY2023 (HKD) | FY2022 (HKD) | | :--- | :--- | :--- | | Investment property fair value | 280,900,000 | 295,100,000 | | Net fair value decrease | (14,200,000) | (21,600,000) | | Rental income | 4,823,000 | 4,406,000 | - The increase in rental income was primarily due to a higher occupancy rate in FY2023[15](index=15&type=chunk) [Investment Holding](index=5&type=section&id=5.1.3%20Investment%20Holding) The investment holding segment recorded a net fair value loss of **HKD29.12 million** on financial assets, primarily influenced by investments in the Green Asia Fund and Zall Smart Commerce Investment Holding Business Financial Data | Indicator | FY2023 (HKD) | FY2022 (HKD) | | :--- | :--- | :--- | | Interest and dividend income | 664,000 | 2,020,000 | | Net (loss) gain on disposal of financial assets | (889,000) | 937,000 | | Net fair value decrease in financial assets | (29,123,000) | 128,823,000 | - The fair value of the Green Asia Fund investment decreased by **HKD17.96 million**, representing approximately **1.17%** of the Group's total assets[20](index=20&type=chunk) - The fair value of the Zall Smart Commerce investment decreased by **HKD17.34 million**, representing approximately **3.53%** of the Group's total assets[21](index=21&type=chunk) - The Group has filed a winding-up petition against the Green Asia Fund with the Cayman Court and has received an initial dividend of **HKD8.58 million**[18](index=18&type=chunk)[19](index=19&type=chunk) [Financial Review](index=7&type=section&id=5.2%20Financial%20Review) The Group's FY2023 revenue significantly increased by **742% to HKD93.67 million**, with annual loss narrowing by **73% to HKD43.67 million** FY2023 Financial Performance Overview | Indicator | FY2023 (HKD) | FY2022 (HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 93,673,000 | 11,131,000 | +742% | | Net fair value decrease in financial assets at fair value through profit or loss | (29,123,000) | (128,823,000) | -77% | | Net fair value decrease in investment properties | (14,200,000) | (21,600,000) | -34% | | Finance costs | (9,429,000) | (5,472,000) | +72% | | Loss for the year | (43,666,000) | (162,877,000) | -73% | - The increase in revenue was primarily due to the bulk delivery of properties to customers in FY2023[23](index=23&type=chunk) - Selling expenses decreased by **47% to HKD2.64 million**, mainly due to sluggish property sales in China[31](index=31&type=chunk) - Administrative expenses decreased by **15% to HKD26.10 million**, primarily due to reduced legal and professional fees and the absence of a one-off compensation provision[32](index=32&type=chunk) [Revenue, Cost of Sales, and Gross Profit Margin](index=7&type=section&id=5.2.1%20Revenue,%20Cost%20of%20Sales,%20and%20Gross%20Profit%20Margin) Revenue surged by **742% to HKD93.67 million**, primarily driven by property deliveries within the resort and property development segment Revenue and Gross Profit Margin | Indicator | FY2023 (HKD) | FY2022 (HKD) | | :--- | :--- | :--- | | Total Revenue | 93,673,000 | 11,131,000 | | Resort and Property Development Segment Revenue | 88,186,000 | 4,705,000 | | Resort and Property Development Segment Gross Profit Margin | 20% | 17% | [Fair Value Changes of Financial Assets](index=7&type=section&id=5.2.2%20Fair%20Value%20Changes%20of%20Financial%20Assets) Net fair value loss on financial assets decreased by **77% to HKD29.12 million**, primarily influenced by Green Asia Fund and Zall Smart Commerce investments, partially offset by gains in the Gold Mountain portfolio Fair Value Changes of Financial Assets | Indicator | FY2023 (HKD) | FY2022 (HKD) | | :--- | :--- | :--- | | Net fair value decrease in financial assets at fair value through profit or loss | (29,123,000) | (128,823,000) | | Net fair value decrease in investment properties | (14,200,000) | (21,600,000) | - The net fair value decrease in financial assets was mainly due to a **HKD17.96 million** decrease in Green Asia Fund investment, a **HKD17.34 million** decrease in Zall Smart Commerce investment, partially offset by a **HKD17.40 million** increase in the Gold Mountain portfolio investment[25](index=25&type=chunk) - The fair value of the Green Asia Fund investment was determined using the discounted cash flow method, with key assumptions including a discount rate of approximately **19%** and a recovery rate of **41.9%**[26](index=26&type=chunk)[27](index=27&type=chunk) [Reversal of Impairment Loss on Loans and Interest Receivables](index=8&type=section&id=5.2.3%20Reversal%20of%20Impairment%20Loss%20on%20Loans%20and%20Interest%20Receivables) The Group recognized a reversal of impairment loss of **HKD8.45 million** on loans and interest receivables, following partial repayments and a court order for debtor liquidation Reversal of Impairment Loss on Loans and Interest Receivables | Indicator | FY2023 (HKD) | FY2022 (HKD) | | :--- | :--- | :--- | | Reversal of impairment loss | 8,450,000 | 18,618,000 | - A principal amount of **HKD19.39 million** and accrued interest of **HKD435,000** remain outstanding, and the company has obtained a court order for the debtor's liquidation[30](index=30&type=chunk) [Selling and Administrative Expenses](index=8&type=section&id=5.2.4%20Selling%20and%20Administrative%20Expenses) Selling expenses decreased by **47% to HKD2.64 million**, and administrative expenses decreased by **15% to HKD26.10 million**, primarily due to reduced legal and professional fees and the absence of a one-off compensation provision Selling and Administrative Expenses | Indicator | FY2023 (HKD) | FY2022 (HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Selling expenses | 2,639,000 | 4,956,000 | -47% | | Administrative expenses | 26,096,000 | 30,675,000 | -15% | [Finance Costs and Annual Loss](index=8&type=section&id=5.2.5%20Finance%20Costs%20and%20Annual%20Loss) Finance costs increased by **72% to HKD9.43 million** due to rising interest rates, while the annual loss significantly narrowed by **73% to HKD43.67 million** Finance Costs and Annual Loss | Indicator | FY2023 (HKD) | FY2022 (HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Finance costs | 9,429,000 | 5,472,000 | +72% | | Loss for the year | 43,666,000 | 162,877,000 | -73% | - The annual loss was primarily due to a net fair value decrease of **HKD29.12 million** in financial assets at fair value through profit or loss and a net fair value decrease of **HKD14.2 million** in investment properties, which the Board emphasizes are non-cash losses[36](index=36&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=9&type=section&id=5.3%20Liquidity,%20Financial%20Resources,%20and%20Capital%20Structure) As of June 30, 2023, the Group maintained a liquidity ratio of approximately **2.4 times** and a gearing ratio of **26%**, with all borrowings maturing within one year Liquidity and Capital Structure | Indicator | June 30, 2023 (HKD) | June 30, 2022 (HKD) | | :--- | :--- | :--- | | Current assets | 950,514,000 | 1,070,444,000 | | Current liabilities | 401,822,000 | 462,761,000 | | Current ratio | 2.4 times | 2.3 times | | Total equity | 802,147,000 | 872,987,000 | | Total bank and other borrowings | 210,124,000 | 244,218,000 | | Gearing ratio | 26% | 28% | - All of the Group's bank and other borrowings are repayable within one year[37](index=37&type=chunk) [Principal Risks and Uncertainties](index=9&type=section&id=5.4%20Principal%20Risks%20and%20Uncertainties) The Group navigates business, market, and financial risks, including property market fluctuations, competitive pressures, foreign currency, interest rate, and credit exposures, mitigated through diversification and continuous monitoring - Business risks primarily stem from the performance of the Hong Kong and China property markets, potentially leading to fair value losses on investment properties and losses in the property development segment[38](index=38&type=chunk) - Market risks include competitive pressures in the Hong Kong property leasing market and intense competition in the China real estate market[39](index=39&type=chunk) - Financial risks involve foreign currency, equity price, credit, and liquidity risks, with credit risk mainly arising from loans and interest receivables and cash equivalents[41](index=41&type=chunk) - The Group mitigates business and market risks through diversifying its asset composition, revenue, and profitability, as well as diversifying its property investment portfolio[38](index=38&type=chunk)[39](index=39&type=chunk) - The Group continuously monitors credit risk for loans and receivables and maintains sufficient levels of cash and cash equivalents to fund operations and expansion[41](index=41&type=chunk) [Foreign Exchange Management and Financial Policies](index=10&type=section&id=5.5%20Foreign%20Exchange%20Management%20and%20Financial%20Policies) The Group's foreign exchange risk is not significant as most assets and liabilities are denominated in RMB, HKD, and USD, with no active hedging policy for interest rate risk - The majority of the Group's assets and liabilities are denominated in RMB, HKD, and USD, resulting in non-significant foreign exchange risk, and no foreign exchange speculation activities are conducted[42](index=42&type=chunk) - As of **June 30, 2023**, approximately **HKD202.19 million** of bank and other borrowings were denominated in HKD, and **HKD7.93 million** in RMB[43](index=43&type=chunk) - The Group currently has no interest rate hedging policy but monitors interest rate risk from time to time[43](index=43&type=chunk) [Other Significant Matters](index=10&type=section&id=5.6%20Other%20Significant%20Matters) The Group reported no significant investments, acquisitions, or disposals in the 2023 fiscal year, with certain financial assets and properties pledged as collateral and a stable employee base - In FY2023, the Group had no significant investments, major acquisitions or disposals of subsidiaries, associates, and joint ventures, nor any future plans for significant investments or capital assets[45](index=45&type=chunk)[46](index=46&type=chunk) - As of **June 30, 2023**, approximately **HKD27.24 million** of financial assets at fair value through profit or loss were pledged as collateral for margin loan financing[49](index=49&type=chunk) - As of **June 30, 2023**, the Group employed **32** full-time employees, with total staff costs of **HKD12.43 million** (2022: HKD10.78 million)[51](index=51&type=chunk) - The Group complied in all material respects with relevant laws and regulations significantly affecting its business and operations in FY2023, with no material breaches or non-compliance[52](index=52&type=chunk) [Biographies of Directors and Senior Management](index=12&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section presents biographical details of the Group's executive and independent non-executive directors, highlighting their professional experience and qualifications [Executive Directors](index=12&type=section&id=6.1%20Executive%20Directors) Mr. Wu Zhanming serves as Chairman and Acting CEO, possessing extensive investment experience, while Mr. Wu Tao is an Executive Director with 24 years of financial industry expertise - Mr. Wu Zhanming (aged 59) is the Chairman, Executive Director, and Acting Chief Executive Officer, with extensive investment experience across innovative technology, healthcare, real estate, and consumer services sectors[56](index=56&type=chunk) - Mr. Wu Tao (aged 54) is an Executive Director with **24 years** of experience in the financial industry, holding an Executive Master of Business Administration degree from Fudan University School of Management and a Doctor of Business Administration degree from the United Business Institutes in Belgium[57](index=57&type=chunk) [Independent Non-Executive Directors](index=13&type=section&id=6.2%20Independent%20Non-Executive%20Directors) Mr. Yu Tat Chi, Mr. Chu San Hui, and Dr. Chan Kin Keung serve as independent non-executive directors, contributing diverse expertise in accounting, finance, and public service - Mr. Yu Tat Chi (aged 58) is a Fellow of CPA Australia and a member of the Hong Kong Institute of Certified Public Accountants, with years of experience in accounting, corporate finance, and asset management[60](index=60&type=chunk) - Mr. Chu San Hui (aged 54) has over **30 years** of experience in the banking and financial industry, having held various positions at Agricultural Bank of China, Bank of Nanjing, and Ping An Bank[61](index=61&type=chunk) - Dr. Chan Kin Keung (aged 59) is a registered dentist with the Dental Council of Hong Kong and was awarded the Bronze Bauhinia Star in 2016 and the Silver Bauhinia Star in 2021[63](index=63&type=chunk)[64](index=64&type=chunk) [Directors' Report](index=15&type=section&id=Directors'%20Report) The Directors' Report outlines the company's principal activities, financial results, share capital, major suppliers and customers, director changes, and corporate governance compliance [Principal Activities and Results](index=15&type=section&id=7.1%20Principal%20Activities%20and%20Results) The Group's principal activities include resort and property development, property investment, and investment holding, with 2023 fiscal year results detailed in the consolidated statement of comprehensive income and no final dividend proposed - The Group is principally engaged in resort and property development, property investment, and investment holding[67](index=67&type=chunk) - The Board has resolved not to recommend the payment of a final dividend for FY2023[69](index=69&type=chunk) [Share Capital and Reserves](index=15&type=section&id=7.2%20Share%20Capital%20and%20Reserves) Details of changes in share capital and reserves are disclosed in the financial statements, with distributable reserves of approximately **HKD67.69 million** as of June 30, 2023, and no share repurchases during the fiscal year - Details of changes in the company's share capital are set out in Note 24 to the consolidated financial statements[74](index=74&type=chunk) - As of **June 30, 2023**, the total reserves available for distribution to shareholders amounted to approximately **HKD67.69 million** (2022: HKD73.39 million)[80](index=80&type=chunk) - During FY2023, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[78](index=78&type=chunk) [Major Suppliers and Customers](index=16&type=section&id=7.3%20Major%20Suppliers%20and%20Customers) In the 2023 fiscal year, the top five suppliers accounted for **54%** of purchases, primarily from the property development segment, while the top five customers contributed **8%** of revenue, all being independent third parties - In FY2023, **54%** and **29%** of the Group's purchases from its five largest suppliers and largest supplier, respectively, were attributable to the resort and property development segment[82](index=82&type=chunk) - In FY2023, the total revenue attributable to the five largest customers and the largest customer accounted for **8%** and **3%** of the Group's revenue, respectively[82](index=82&type=chunk) - The major customers are independent third parties of the company, and none of the directors, their associates, or substantial shareholders have any beneficial interest[82](index=82&type=chunk) [Changes in Board Members and Interests](index=16&type=section&id=7.4%20Changes%20in%20Board%20Members%20and%20Interests) Mr. Zhao Jiewen resigned as an independent non-executive director, and Dr. Chan Kin Keung was appointed, with Mr. Wu Zhanming holding an **11.17%** stake in the company - Mr. Zhao Jiewen resigned as an independent non-executive director on **May 23, 2023**, and Dr. Chan Kin Keung was appointed on **June 29, 2023**[83](index=83&type=chunk)[85](index=85&type=chunk) Directors' Long Positions in the Company's Shares | Director Name | Capacity and Nature of Interest | Number of Issued Shares Held | Approximate Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Wu Zhanming | Beneficial owner | 279,935,000 | 11.17% | - The company's share option scheme expired on **November 14, 2022**[95](index=95&type=chunk) [Major Shareholders' Interests](index=18&type=section&id=7.5%20Major%20Shareholders'%20Interests) As of June 30, 2023, Ms. Li Fu Yi held an **11.17%** stake in the company, making her a substantial shareholder Major Shareholders' Long Positions in the Company's Shares | Shareholder Name | Capacity and Nature of Interest | Number of Issued Shares Held | Approximate Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Ms. Li Fu Yi | Beneficial owner | 279,930,959 | 11.17% | [Related Party Transactions and Remuneration Policy](index=18&type=section&id=7.6%20Related%20Party%20Transactions%20and%20Remuneration%20Policy) The company reported no disclosable related party transactions in the 2023 fiscal year, and its remuneration policy is based on employee competence, performance, experience, and market terms - In FY2023, the company had no disclosable related party transactions or continuing related party transactions[98](index=98&type=chunk) - All related party transactions fall within the scope of connected transactions under Chapter 14A of the Listing Rules but are exempt from certain reporting, annual review, announcement, or independent shareholders' approval requirements[101](index=101&type=chunk) - The Group determines employee remuneration based on their competence, performance, experience, and prevailing market terms, offering provident fund schemes, medical insurance, subsidized training programs, and discretionary bonuses[103](index=103&type=chunk) [Corporate Governance and Compliance](index=19&type=section&id=7.7%20Corporate%20Governance%20and%20Compliance) The Group complied with relevant laws and regulations in the 2023 fiscal year, with the Audit Committee reviewing financial statements and no change in the auditor for the past three years - The Group complied in all material respects with relevant laws and regulations significantly affecting its business and operations in FY2023, with no material breaches or non-compliance[114](index=114&type=chunk) - The Audit Committee has reviewed the company's audited consolidated financial statements for FY2023[115](index=115&type=chunk) - The company's auditor is ZHONGSHEN ZHONGHUAN (HONG KONG) CPA LIMITED, with no change in the past three years[116](index=116&type=chunk)[117](index=117&type=chunk) [Corporate Governance Report](index=21&type=section&id=Corporate%20Governance%20Report) This report details the company's corporate governance practices, board operations, committee structures, and compliance with the Corporate Governance Code [Corporate Governance Practices](index=21&type=section&id=8.1%20Corporate%20Governance%20Practices) The company generally complied with the Corporate Governance Code in the 2023 fiscal year, with exceptions for director rotation and the combined roles of Chairman and CEO, which the Board believes does not impair accountability - The company complied with all applicable code provisions of the Corporate Governance Code in FY2023, except for code provision B.2.2 (rotation of directors) and C.2.1 (distinction between Chairman and Chief Executive Officer roles)[121](index=121&type=chunk)[123](index=123&type=chunk) - To comply with code provision B.2.2, the company revised and adopted its Bye-laws on **December 15, 2022**[122](index=122&type=chunk) - Mr. Wu Zhanming serves as both Chairman and Acting Chief Executive Officer, which the Board believes does not impair the balance of power and authority, as the Board comprises experienced, capable, and ethical individuals[126](index=126&type=chunk) [Board Operations](index=22&type=section&id=8.2%20Board%20Operations) The Board is responsible for leading and overseeing the company, holding regular meetings, with all independent non-executive directors serving three-year terms and confirming their independence - The Board is responsible for leading and overseeing the company, reviewing and approving the Group's business objectives, strategies, directions, and policies, annual budgets, annual and interim results, management structure, and other significant policy and financial matters[128](index=128&type=chunk) FY2023 Board and General Meeting Attendance Record | Director | Board Meetings Attended | General Meetings Attended | | :--- | :--- | :--- | | Mr. Wu Zhanming | 5/5 | 1/1 | | Mr. Wu Tao | 5/5 | 1/1 | | Mr. Yu Tat Chi | 5/5 | 1/1 | | Mr. Zhao Jiewen (resigned) | 3/3 | 1/1 | | Mr. Chu San Hui | 5/5 | 1/1 | | Dr. Chan Kin Keung (appointed) | 0/0 | 0/0 | - All independent non-executive directors are appointed for a fixed term of **three years** and are subject to retirement by rotation in accordance with the company's Bye-laws[137](index=137&type=chunk) - The company has received annual confirmations of independence from each independent non-executive director in accordance with Rule 3.13 of the Listing Rules and considers all independent non-executive directors to be independent[129](index=129&type=chunk) [Remuneration Committee](index=25&type=section&id=8.3%20Remuneration%20Committee) The Remuneration Committee, chaired by Mr. Chu San Hui, advises the Board on remuneration policies for directors and senior management, considering experience, responsibilities, performance, and market terms - The Remuneration Committee comprises two independent non-executive directors (Mr. Chu San Hui, Mr. Yu Tat Chi) and one executive director (Mr. Wu Zhanming), with Mr. Chu San Hui serving as Chairman[139](index=139&type=chunk) - The Remuneration Committee is primarily responsible for making recommendations to the Board on the remuneration policy and structure for all directors and senior management of the company[139](index=139&type=chunk) - The remuneration policy for directors primarily includes a fixed component (basic salary) and a variable component (discretionary bonus and other incentive remuneration), considering experience, level of responsibility, individual performance, the Group's profit performance, and market terms[140](index=140&type=chunk) [Nomination Committee and Board Diversity](index=26&type=section&id=8.4%20Nomination%20Committee%20and%20Board%20Diversity) The Nomination Committee, chaired by Mr. Wu Zhanming, recommends director appointments and assesses board composition, with the company committed to diversity targets including female representation by the end of 2024 - The Nomination Committee comprises two independent non-executive directors (Mr. Chu San Hui, Mr. Yu Tat Chi) and one executive director (Mr. Wu Zhanming), with Mr. Wu Zhanming serving as Chairman[143](index=143&type=chunk) - The Nomination Committee is primarily responsible for making recommendations to the Board on the appointment of directors, assessing the composition of the Board, evaluating the independence of independent non-executive directors, and managing board succession matters[143](index=143&type=chunk) - The company has adopted a Board Diversity Policy with measurable objectives including: at least **one-third** of Board members being independent non-executive directors; at least **one** Board member possessing professional qualifications in accounting or related financial management; and a plan to achieve at least **one** female director by **December 31, 2024**[146](index=146&type=chunk) - Regarding employee diversity, as of **June 30, 2023**, **53%** of the Group's total workforce were male and **47%** were female[147](index=147&type=chunk) [Auditor and Audit Committee](index=29&type=section&id=8.5%20Auditor%20and%20Audit%20Committee) The external auditor is ZHONGSHEN ZHONGHUAN (HONG KONG) CPA LIMITED, with the Audit Committee, chaired by Mr. Yu Tat Chi, overseeing financial reporting and internal controls Auditor's Remuneration | Service Type | FY2023 (HKD) | | :--- | :--- | | Audit services | 920,000 | | Non-audit related services | 95,000 | - The Audit Committee comprises three independent non-executive directors, with Mr. Yu Tat Chi serving as Chairman[155](index=155&type=chunk) - The Audit Committee is primarily responsible for assisting the Board in applying financial reporting and internal control principles and maintaining an appropriate relationship with the company's auditor[155](index=155&type=chunk) - The Board confirms its responsibility for preparing the company's consolidated financial statements for FY2023[158](index=158&type=chunk) [Risk Management and Internal Control](index=30&type=section&id=8.6%20Risk%20Management%20and%20Internal%20Control) The Board is responsible for maintaining and reviewing the effectiveness of risk management and internal control systems, supported by the Audit Committee and an independent consultant - The Board confirms its responsibility for maintaining adequate risk management and internal control systems and continuously reviewing their effectiveness[160](index=160&type=chunk) - The Audit Committee assists the Board in monitoring the Group's risk management and internal control systems by providing support and advice[162](index=162&type=chunk) - The company has engaged an independent internal control consultant to conduct an independent assessment of the adequacy and effectiveness of the risk management and internal control systems of several subsidiaries for FY2023[164](index=164&type=chunk) - The Group's risk management procedures are integrated into its daily operations, identifying, assessing, responding to, and monitoring significant risks through regular discussions with various operating departments[165](index=165&type=chunk)[167](index=167&type=chunk) [Shareholder Communication and Dividend Policy](index=32&type=section&id=8.7%20Shareholder%20Communication%20and%20Dividend%20Policy) The company ensures timely shareholder communication through various channels and has a dividend policy that considers financial performance and liquidity, without a predetermined payout ratio - Shareholders have the right to request the Board in writing to convene a special general meeting or propose any resolution[177](index=177&type=chunk) - The company maintains extensive communication channels, including general meetings, annual reports, various notices, announcements, and circulars, to ensure shareholders are informed of the latest news[178](index=178&type=chunk) - The company has formulated and adopted a dividend policy, where the Board may, at its discretion, declare and pay dividends to shareholders, considering factors such as the Group's financial performance, liquidity position, retained earnings, debt-to-equity ratio, expansion plans, and economic conditions[179](index=179&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk) - The company does not have any predetermined dividend payout ratio[182](index=182&type=chunk) [Company Secretary and Changes to Constitutional Documents](index=34&type=section&id=8.8%20Company%20Secretary%20and%20Changes%20to%20Constitutional%20Documents) Company Secretary Ms. Lu Shan completed required professional training, and the company adopted revised and restated Bye-laws in December 2022 to comply with Listing Rules amendments - Company Secretary Ms. Lu Shan received no less than **15 hours** of relevant professional training in FY2023 in accordance with Rule 3.29 of the Listing Rules[184](index=184&type=chunk) - The revised and restated Bye-laws were adopted at the Annual General Meeting held on **December 15, 2022**, and became effective on the same day, to comply with amendments to Chapter 13 and Appendix 3 of the Listing Rules concerning the enhancement of the listing regime for overseas issuers[185](index=185&type=chunk) [Environmental, Social and Governance Report](index=35&type=section&id=Environmental,%20Social%20and%20Governance%20Report) This report details the Group's ESG performance from July 2022 to June 2023, covering environmental, social, and governance aspects in accordance with HKEX guidelines [Reporting Scope and Standards](index=35&type=section&id=9.1%20Reporting%20Scope%20and%20Standards) This seventh ESG report covers the Group's performance from July 2022 to June 2023, focusing on Hong Kong headquarters, property investment, and the Wuxi property project, adhering to HKEX ESG Reporting Guide principles - This report discloses the Group's environmental, social, and governance performance from **July 1, 2022, to June 30, 2023**[189](index=189&type=chunk) - The reporting scope focuses on the Hong Kong headquarters, Hong Kong property investment business, and the Wuxi property project in China[189](index=189&type=chunk) - This report is prepared in accordance with the "comply or explain" provisions and mandatory disclosure requirements of the HKEX Environmental, Social and Governance Reporting Guide[191](index=191&type=chunk) - The report adheres to four reporting principles: materiality, quantitative, balance, and consistency[193](index=193&type=chunk)[194](index=194&type=chunk) [Sustainability Approach and Governance](index=37&type=section&id=9.2%20Sustainability%20Approach%20and%20Governance) The Group integrates sustainability principles into its operations, with the Board overseeing ESG strategy and an ESG working group assisting implementation, setting environmental targets for the 2025 fiscal year - The Group's vision is "Artists create beautiful things, we create value enterprises," with a mission that includes passion for customers, partners, and corporate development, delivering sustained growth for shareholders, striving for perfection in every project, fulfilling commitments, and encouraging teamwork[198](index=198&type=chunk) - The Board is fully responsible for the Group's environmental, social, and governance strategy and reporting, overseeing ESG matters[201](index=201&type=chunk) - The ESG Working Group, led by the Company Secretary, assists the Board in planning and implementing ESG-related matters and reports to the Board regularly[201](index=201&type=chunk) - The Group has established a series of environmental targets to be achieved by FY2025, including reducing greenhouse gas emissions, waste generation, energy consumption, and water usage[223](index=223&type=chunk) [Stakeholder Engagement and Materiality Assessment](index=40&type=section&id=9.3%20Stakeholder%20Engagement%20and%20Materiality%20Assessment) The Group actively engages with diverse stakeholders and, with an independent consultant, identified 26 ESG issues, prioritizing the 10 most material ones for detailed disclosure - The Group maintains active and continuous communication with stakeholders including employees, customers, government agencies, shareholders and investors, business partners, NGOs/environmental departments, suppliers, and media/public[209](index=209&type=chunk) - The Group conducted a materiality assessment, identifying **26** environmental, social, and governance issues relevant to its business operations and development[212](index=212&type=chunk) - The **10** most material issues include occupational health and safety, equal opportunities, diversity and anti-discrimination, employee benefits, employment compliance, anti-corruption, labor relations and communication, training and development, service quality, data protection and cybersecurity, and green procurement[215](index=215&type=chunk)[220](index=220&type=chunk) [Environmental Targets and Performance](index=43&type=section&id=9.4%20Environmental%20Targets%20and%20Performance) The Group has set 2025 fiscal year environmental targets to reduce GHG emissions, waste, energy, and water use by **20%** from the 2020 fiscal year baseline, with significant progress already achieved FY2025 Environmental Targets and FY2023 Progress | Indicator | FY2020 Baseline | FY2023 Performance | Target (20% Reduction) | Progress (%) | | :--- | :--- | :--- | :--- | :--- | | GHG Emissions (tonnes CO2e) | 468.38 | 261.80 | 374.70 | 44% | | Waste Generation (tonnes) | 70.05 | 44.24 | 56.04 | 37% | | Energy Consumption (MWh) | 694.73 | 428.17 | 555.78 | 38% | | Water Consumption (cubic meters) | 1,080 | 180.00 | 864 | 83% | - The Group actively promotes energy conservation among employees, encouraging them to switch off unnecessary electrical appliances, maintain indoor temperatures no lower than **25 degrees Celsius**, and suggest using video conferencing to reduce carbon footprint[249](index=249&type=chunk) - The Wuxi property project incorporates sustainable design, including the installation of solar power and heating systems, rainwater reuse systems, smart building technologies, and ensuring indoor air quality[256](index=256&type=chunk) - In selecting suppliers, the Group prioritizes environmentally friendly raw materials and collaborates with local suppliers to promote eco-friendly products and services[257](index=257&type=chunk) [Creating Value for Customers](index=44&type=section&id=9.5%20Creating%20Value%20for%20Customers) The Group is committed to delivering quality products and services, ensuring customer data security, and maintaining a zero-tolerance stance on corruption, supported by effective complaint handling - The Group has implemented a comprehensive set of policies to monitor every stage of the Wuxi property project, from early planning and design to construction, acceptance, delivery, and after-sales support[229](index=229&type=chunk) Number of Customer Complaints | Indicator | FY2023 | FY2022 | | :--- | :--- | :--- | | Number of property delivery complaints | 18 | 42 | - The Group adopts a zero-tolerance approach to corruption, bribery, fraud, money laundering, and other unethical behaviors, and has established a whistleblowing mechanism[235](index=235&type=chunk) - The Group requires key partners to sign anti-corruption agreements and provides anti-corruption training for directors and employees[235](index=235&type=chunk) [Creating Value for Employees](index=50&type=section&id=9.6%20Creating%20Value%20for%20Employees) The Group provides a safe and inspiring work environment, competitive remuneration, and training, upholding human rights with a zero-tolerance policy for forced or child labor FY2023 Employee Profile | Indicator | FY2023 | | :--- | :--- | | Total employees | 32 persons | | Male employee ratio | 53% | | Female employee ratio | 47% | | Average training hours (per employee) | 3.53 hours | | Percentage of trained employees | 94% | - The Group practices meritocracy, regardless of gender, age, marital status, family status, pregnancy status, disability, race, or religion, and explicitly prohibits all forms of harassment and discrimination in the workplace[267](index=267&type=chunk) - The Group adopts a "zero-tolerance" approach to all forms of forced labor and child labor and strictly complies with all applicable laws and regulations concerning labor standards[269](index=269&type=chunk) - The Group organizes emergency drills for employees, ensures construction sites are equipped with adequate safety equipment, and provides comprehensive training on health and safety measures[272](index=272&type=chunk) - In FY2023, there were no lost workdays due to work-related injuries, and no work-related fatalities occurred in the past three years[272](index=272&type=chunk) [Creating Value for the Community](index=53&type=section&id=9.7%20Creating%20Value%20for%20the%20Community) The Group actively supports charitable activities, contributing **HKD10,000** in the 2023 fiscal year to enhance community health and well-being, particularly for elderly care services - The Group aims to create a positive impact on the community, actively supporting various charitable activities and providing care and support to vulnerable groups in the community[276](index=276&type=chunk) Community Investment | Indicator | FY2023 (HKD) | FY2022 (HKD) | | :--- | :--- | :--- | | Resources utilized | 10,000 | 12,000 | - The Group supports the local NGO, Hong Kong Home Care for the Elderly Association, through charitable donations, providing comprehensive one-stop professional care services for the elderly[277](index=277&type=chunk) [Summary of Performance Data](index=54&type=section&id=9.8%20Summary%20of%20Performance%20Data) This section provides a summary of key environmental and social performance indicators for the 2022 and 2023 fiscal years, including emissions, energy, waste, water, employee data, and community investment Environmental Performance Data Summary | Indicator | Unit | FY2022 | FY2023 | | :--- | :--- | :--- | :--- | | Total GHG emissions (Scope 1 & 2) | tonnes CO2e | 261.80 | 261.80 | | Total energy consumption | MWh | 427.83 | 428.17 | | Total non-hazardous waste | tonnes | 44.19 | 44.24 | | Total water consumption | cubic meters | 360.00 | 180.00 | Social Performance Data Summary | Indicator | Unit | FY2022 | FY2023 | | :--- | :--- | :--- | :--- | | Total employees | persons | 38 | 32 | | Total turnover rate | % | 11 | 22 | | Product and service related complaints | number | 42 | 18 | | Community investment (resources utilized) | HKD | 12,000 | 10,000 | - In FY2023, the average training hours per employee were **3.53 hours**, and the percentage of trained employees was **94%**[286](index=286&type=chunk) [Key Laws and Regulations and Content Index](index=57&type=section&id=9.9%20Key%20Laws%20and%20Regulations%20and%20Content%20Index) This section lists key environmental, employment, labor, health and safety, product responsibility, and anti-corruption laws and regulations complied with by the Group, along with an ESG report content index - The environmental laws and regulations complied with by the Group include the Waste Disposal Ordinance and the Environmental Protection Law of the People's Republic of China[288](index=288&type=chunk) - Employment and labor standards related laws and regulations include the Employment Ordinance, the Mandatory Provident Fund Schemes Ordinance, and the Labor Law of the People's Republic of China[288](index=288&type=chunk) - Product responsibility and anti-corruption related laws and regulations include the Personal Data (Privacy) Ordinance, the Law of the People's Republic of China on the Protection of Consumer Rights and Interests, and the Prevention of Bribery Ordinance[288](index=288&type=chunk) [Independent Auditor's Report](index=65&type=section&id=Independent%20Auditor's%20Report) The Independent Auditor's Report provides an opinion on the consolidated financial statements, highlighting key audit matters and the responsibilities of directors and auditors [Opinion and Basis for Opinion](index=65&type=section&id=10.1%20Opinion%20and%20Basis%20for%20Opinion) The auditor opines that the consolidated financial statements fairly present the Group's financial position, performance, and cash flows in accordance with HKFRSs and the Companies Ordinance - The auditor believes that the consolidated financial statements give a true and fair view of the Group's financial position as of **June 30, 2023**, and of its financial performance and cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards[309](index=309&type=chunk) - The audit was conducted in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants, and the auditor is independent of the Group and has fulfilled ethical responsibilities[310](index=310&type=chunk) [Emphasis of Matter](index=65&type=section&id=10.2%20Emphasis%20of%20Matter) The auditor draws attention to Note 33 regarding litigation uncertainties for a claim of approximately **RMB74.3 million**, which the directors believe does not require a provision - Note 33 to the consolidated financial statements concerns uncertainties related to the potential outcome of a lawsuit filed by an individual with the Huishan District People's Court of Wuxi City[311](index=311&type=chunk) - The lawsuit orders the Group and another individual to repay debts and related interest totaling approximately **RMB74.3 million** (approximately HKD81.18 million)[311](index=311&type=chunk) - The company's directors believe that no provision is required for the claim, as there are insufficient legal or factual grounds to support it[311](index=311&type=chunk) [Key Audit Matters](index=65&type=section&id=10.3%20Key%20Audit%20Matters) Key audit matters include the valuation of investment properties, net realizable value of properties held for sale, and valuation of unlisted investment funds, due to their materiality and significant judgment involved - The valuation of investment properties (**HKD280.9 million**) was identified as a key audit matter due to its materiality and the significant judgment and estimates involved[314](index=314&type=chunk) - The net realizable value of properties held for sale (**HKD727.90 million**) was identified as a key audit matter due to its materiality and the significant estimates and judgments involved in its measurement[316](index=316&type=chunk) - The valuation of unlisted investment funds (**HKD92.5 million**) was identified as a key audit matter due to its materiality and the significant judgment and estimates involved[318](index=318&type=chunk) - The auditor's procedures included understanding and evaluating management's key controls over fair value assessment procedures, assessing the qualifications, competence, and objectivity of independent professional valuers, and evaluating the reasonableness of key assumptions used in valuations[315](index=315&type=chunk)[317](index=317&type=chunk)[319](index=319&type=chunk) [Responsibilities of Directors and Those Charged with Governance](index=69&type=section&id=10.4%20Responsibilities%20of%20Directors%20and%20Those%20Charged%20with%20Governance) Directors are responsible for preparing fair financial statements and internal controls, assessing going concern, while the governance body oversees the financial reporting process - Directors are responsible for preparing true and fair consolidated financial statements in accordance with Hong Kong Financial Reporting Standards and the disclosure requirements of the Companies Ordinance, and for internal controls[322](index=322&type=chunk) - Directors are responsible for assessing the Group's ability to continue as a going concern and disclosing matters related to going concern, as applicable[322](index=322&type=chunk) - Those charged with governance are responsible for overseeing the Group's financial reporting process[323](index=323&type=chunk) [Auditor's Responsibilities](index=69&type=section&id=10.5%20Auditor's%20Responsibilities) The auditor's responsibility is to obtain reasonable assurance that financial statements are free from material misstatement, exercising professional judgment and communicating significant findings to governance - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error[324](index=324&type=chunk) - The auditor exercises professional judgment and maintains professional skepticism, identifying and assessing the risks of material misstatement in the consolidated financial statements due to fraud or error[326](index=326&type=chunk) - The auditor evaluates the appropriateness of accounting policies used by directors and the reasonableness of accounting estimates and related disclosures, and concludes on the appropriateness of directors' use of the going concern basis of accounting[327](index=327&type=chunk) - The auditor communicates with those charged with governance regarding the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control[326](index=326&type=chunk) [Consolidated Statement of Comprehensive Income](index=72&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) This statement presents the Group's revenue, gross profit, and comprehensive loss for the year ended June 30, 2023, reflecting a narrowed annual loss [Revenue and Gross Profit](index=72&type=section&id=11.1%20Revenue%20and%20Gross%20Profit) For the year ended June 30, 2023, the Group's revenue significantly increased to **HKD93.67 million**, resulting in a gross profit of **HKD23.50 million** Revenue and Gross Profit | Indicator | 2023 ('000 HKD) | 2022 ('000 HKD) | | :--- | :--- | :--- | | Revenue | 93,673 | 11,131 | | Cost of sales | (70,170) | (3,917) | | Gross profit | 23,503 | 7,214 | [Loss and Other Comprehensive Loss](index=72&type=section&id=11.2%20Loss%20and%20Other%20Comprehensive%20Loss) The annual loss narrowed to **HKD43.67 million**, with total other comprehensive loss of **HKD32.07 million** primarily from foreign currency translation differences Loss and Loss Per Share | Indicator | 2023 ('000 HKD) | 2022 ('000 HKD) | | :--- | :--- | :--- | | Loss for the year | (43,666) | (162,877) | | Total other comprehensive loss for the year | (32,074) | (12,884) | | Total comprehensive loss for the year | (75,740) | (175,761) | | Loss attributable to owners of the company | (43,449) | (162,877) | | Basic loss per share (HK cents) | (1.73) | (6.50) | | Diluted loss per share (HK cents) | (1.73) | (6.50) | - Other comprehensive loss primarily arose from exchange differences on translation of overseas operations (**HKD32.02 million**)[331](index=331&type=chunk) [Consolidated Statement of Financial Position](index=73&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) This statement provides a snapshot of the Group's assets, liabilities, and equity as of June 30, 2023, detailing both non-current and current financial positions [Assets Overview](index=73&type=section&id=12.1%20Assets%20Overview) As of June 30, 2023, total non-current assets were **HKD349.30 million** and total current assets were **HKD950.51 million**, including properties held for sale and financial assets at fair value Assets Overview | Indicator | 2023 ('000 HKD) | 2022 ('000 HKD) | | :--- | :--- | :--- | | Total non-current assets | 349,304 | 365,915 | | Investment properties | 280,900 | 295,100 | | Property, plant and equipment | 68,285 | 70,640 | | Total current assets | 950,514 | 1,070,444 | | Properties held for sale | 727,896 | 120,404 | | Financial assets at fair value through profit or loss | 147,172 | 184,274 | | Cash and cash equivalents | 20,609 | 60,474 | [Liabilities and Equity](index=73&type=section&id=12.2%20Liabilities%20and%20Equity) As of June 30, 2023, total current liabilities were **HKD401.82 million**, non-current liabilities were **HKD95.85 million**, and total equity attributable to owners was **HKD797.46 million** Liabilities and Equity Overview | Indicator | 2023 ('000 HKD) | 2022 ('000 HKD) | | :--- | :--- | :--- | | Total current liabilities | 401,822 | 462,761 | | Accounts payable and other payables | 189,608 | 217,555 | | Interest-bearing borrowings | 210,124 | 244,218 | | Non-current liabilities (Deferred tax liabilities) | 95,849 | 100,611 | | Total equity | 802,147 | 872,987 | | Equity attributable to owners of the company | 797,464 | 872,987 | [Consolidated Statement of Changes in Equity](index=74&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement outlines the changes in the Group's equity attributable to owners for the year ended June 30, 2023, primarily due to the annual loss and foreign currency translation differences [Overview of Equity Changes](index=74&type=section&id=13.1%20Overview%20of%20Equity%20Changes) Total equity attributable to owners decreased to **HKD797.46 million**, mainly due to the annual loss of **HKD43.45 million** and foreign currency translation differences Overview of Equity Changes | Indicator | 2023 ('000 HKD) | 2022 ('000 HKD) | | :--- | :--- | :--- | | Equity attributable to owners of the company at beginning of period | 872,987 | 1,048,748 | | Loss for the year | (43,449) | (162,877) | | Exchange differences on translation of overseas operations | (32,018) | (12,862) | | Fair value changes of financial assets designated at fair value through other comprehensive income | (56) | (22) | | Capital contribution from non-controlling shareholders to newly incorporated subsidiary | 4,900 | – | | Equity attributable to owners of the company at end of period | 797,464 | 872,987 | [Consolidated Statement of Cash Flows](index=76&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This statement presents the Group's cash flows from operating, investing, and financing activities for the year ended June 30, 2023 [Cash Flows from Operating Activities](index=76&type=section&id=14.1%20Cash%20Flows%20from%20Operating%20Activities) Net cash used in operating activities amounted to **HKD38.56 million**, primarily influenced by changes in properties under development and properties held for sale Cash Flows from Operating Activities | Indicator | 2023 ('000 HKD) | 2022 ('000 HKD) | | :--- | :--- | :--- | | Loss before tax | (46,834) | (161,436) | | Operating cash flow before working capital changes | (893) | (25,884) | | Changes in properties under development | 594,509 | (47,292) | | Changes in properties held for sale | (614,056) | 5,001 | | Net cash used in operating activities | (38,558) | (56,442) | [Cash Flows from Investing Activities](index=76&type=section&id=14.2%20Cash%20Flows%20from%20Investing%20Activities) Net cash from investing activities amounted to **HKD25.55 million**, mainly derived from the disposal of financial assets at fair value and repayments from other borrowers Cash Flows from Investing Activities | Indicator | 2023 ('000 HKD) | 2022 ('000 HKD) | | :--- | :--- | :--- | | Dividends received | 212 | 616 | | Interest received | 2,776 | 2,793 | | Net proceeds from disposal of financial assets at fair value through profit or loss | 7,090 | 97,075 | | Repayment from other borrowers | 15,500 | 10,000 | | Net cash from investing activities | 25,546 | 94,429 | [Cash Flows from Financing Activities and Cash at End of Period](index=77&type=section&id=14.3%20Cash%20Flows%20from%20Financing%20Activities%20and%20Cash%20at%20End%20of%20Period) Net cash used in financing activities amounted to **HKD33.38 million**, primarily for repayment of borrowings, resulting in cash and cash equivalents of **HKD20.61 million** at year-end Cash Flows from Financing Activities and Cash at End of Period | Indicator | 2023 ('000 HKD) | 2022 ('000 HKD) | | :--- | :--- | :--- | | Repayment of bank and other borrowings | (33,380) | (54,504) | | Net cash used in financing activities | (33,380) | (48,758) | | Cash and cash equivalents at end of period | 20,609 | 60,474 | [Notes to the Consolidated Financial Statements](index=78&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of the Group's accounting policies, significant estimates, financial instruments, and other disclosures supporting the consolidated financial statements [General Information and Principal Accounting Policies](index=78&type=section&id=15.1%20General%20Information%20and%20Principal%20Accounting%20Policies) The company is a Bermuda-incorporated investment holding company, with financial statements presented in HKD and prepared under HKFRSs, adopting new standards with no significant impact - The company is an exempted company incorporated in Bermuda, principally engaged in resort and property development, property investment, and investment holding[345](index=345&type=chunk)[346](index=346&type=chunk) - The consolidated financial statements are presented in HKD and prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[346](index=346&type=chunk)[347](index=347&type=chunk) - The adoption of new/revised Hong Kong Financial Reporting Standards during the year (such as HKAS 16, HKAS 37, HKFRS 3, and Annual Improvements) had no significant impact on the consolidated financial statements[349](index=349&type=chunk)[351](index=351&type=chunk)[354](index=354&type=chunk)[355](index=355&type=chunk)[360](index=360&type=chunk)[362](index=362&type=chunk) - The consolidated financial statements are prepared on a historical cost basis, except for investment properties, financial assets designated at fair value through other comprehensive income, and financial assets at fair value through profit or loss, which are measured at fair value[363](index=363&type=chunk) [Accounting Policies for Financial Instruments](index=81&type=section&id=15.2%20Accounting%20Policies%20for%20Financial%20Instruments) Financial assets are classified based on business model and cash flow characteristics, measured at amortized cost, fair value through OCI, or fair value through P&L, with impairment based on expected credit losses - Financial assets are recognized on a trade date basis when the Group becomes a party to the contractual provisions of the instruments and derecognized when contractual rights expire or substantially all risks and rewards of ownership are transferred[376](index=376&type=chunk) - Financial assets are classified as measured at amortized cost, designated at fair value through other comprehensive income, or measured at fair value through profit or loss, depending on the business model for managing the financial assets and their contractual cash flow characteristics[380](index=380&type=chunk) - Financial liabilities are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method[391](index=391&type=chunk) - Impairment of financial assets uses an expected credit loss model, measuring 12-month or lifetime expected credit losses based on whether credit risk has significantly increased since initial recognition[392](index=392&type=chunk) - The Group considers a financial asset to be in default when it is unlikely to pay its obligations in full or is more than **90 days** past due[396](index=396&type=chunk) [Revenue Recognition and Lease Accounting](index=89&type=section&id=15.3%20Revenue%20Recognition%20and%20Lease%20Accounting) Revenue from property sales is recognized when control transfers, rental income on a straight-line basis, and the Group applies recognition exemptions for short-term and low-value leases as a lessee - Rental income from operating leases is recognized on a straight-line basis over the lease term when the property is leased out[406](index=406&type=chunk) - Revenue from property sales is recognized at a point in time when control of the asset is transferred to the customer, typically upon satisfaction of the performance obligation[409](index=409&type=chunk)[410](index=410&type=chunk) - As a lessee, the Group applies recognition exemptions for short-term leases and leases of low-value assets, recognizing right-of-use assets and lease liabilities at the lease commencement date[425](index=425&type=chunk)[427](index=427&type=chunk) - As a lessor, the Group classifies leases as finance leases or operating leases and applies HKFRS 9 derecognition and impairment requirements to operating lease receivables[434](index=434&type=chunk)[435](index=435&type=chunk) [Taxation and Related Party Transactions](index=96&type=section&id=15.4%20Taxation%20and%20Related%20Party%20Transactions) Current income tax is calculated based on period results, deferred tax uses the liability method, and related parties include individuals or entities with control, joint control, or significant influence over the Group - Current income tax expense is calculated based on the results for the period, and deferred tax is provided using the liability method for all temporary differences between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements at the reporting date[437](index=437&type=chunk) - Deferred tax assets are recognized when it is probable that future taxable profits will be available against which deductible temporary differences, tax losses, and credits can be utilized[438](index=438&type=chunk) - Related parties refer to individuals or entities related to the Group, including individuals with control, joint control, or significant influence over the Group and their close family members[441](index=441&type=chunk)[442](index=442&type=chunk) [Significant Accounting Estimates and Judgments](index=98&type=section&id=15.5%20Significant%20Accounting%20Estimates%20and%20Judgments) Management's estimates and judgments involve property sales revenue recognition, investment property valuation, expected credit loss provisions, and net realizable value of properties held for sale - Property sales revenue recognition: The Group judges that the terms of property sales contracts do not create an enforceable right to payment until control of the property is transferred, thus revenue is recognized at a point in time[445](index=445&type=chunk) - Investment property valuation: Valuation is performed by independent professional valuers using the direct comparison approach, involving adjustments to sales prices of comparable properties[448](index=448&type=chunk) - Expected credit loss provision: Management estimates loss provisions for loans and interest receivables and other receivables using various inputs and assumptions, including default risk and expected loss rates, which involve a high degree of uncertainty[449](index=449&type=chunk) - Net realizable value of properties held for sale: Assessed based on the estimated net sales value of properties' realizability and current market conditions, with reference to valuations by independent professional valuers[450](index=450&type=chunk) [Financial Risk Management](index=101&type=section&id=15.6%20Financial%20Risk%20Management) The Group manages market risks (foreign currency, interest rate, price), credit risk, and liquidity risk, with sensitivity analyses provided for interest rate and price risks - The Group's foreign currency risk primarily arises from financial assets at fair value through profit or loss, with the risk-generating currency being USD; however, due to the relatively stable exchange rate between HKD and USD, no hedging is undertaken[457](index=457&type=chunk) - Interest rate risk is mainly associated with floating-rate secured bank borrowings; an increase/decrease of **500 basis points** in interest rates would increase/decrease net loss by approximately **HKD8.44 million**[458](index=458&type=chunk) - Price risk primarily stems from listed equity securities; a **25%** increase/decrease in market prices would decrease/increase net loss by approximately **HKD11.41 million**[459](index=459&type=chunk) - Credit risk primarily originates from restricted bank deposits, cash and cash equivalents, other receivables, and loans and interest receivables[461](index=461&type=chunk) Changes in Impairment Provision for Loans and Interest Receivables | Indicator | 2023 ('000 HKD) | 2022 ('000 HKD) | | :--- | :--- | :--- | | Impairment provision at beginning of period | 27,844 | 46,462

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 APPLIED DEVELOPMENT HOLDINGS LIMITED ＊ 實力建業集團有限公司 （於百慕達註冊成立之有限公司） 519 （股份代號： ） 截至二零二三年六月三十日止年度之全年業績公告 * 實力建業集團有限公司 （「本公司」）董事（「董事」）會（「董事會」）謹此公佈本公司及 其附屬公司（統稱「本集團」）於截至二零二三年六月三十日止財政年度（「二零二三年 財政年度」）之經審核綜合財務業績，連同去年根據香港公認會計原則編製之比較數 字如下： 綜合全面收益表 截至二零二三年六月三十日止年度 二零二三年 二零二二年 附註 千港元 千港元 3 93,673 11,131 收益 (70,170) (3,917) 銷售成本 23,503 7,214 毛利 3 966 2,184 ...

Financial Performance - The company reported revenue of HKD 70,606,000 for the six months ended December 31, 2022, a significant increase from HKD 5,205,000 in the same period of 2021, representing a growth of 1,257%[6] - Gross profit for the same period was HKD 15,595,000, compared to HKD 4,001,000 in 2021, indicating a growth of 289%[6] - The company recorded a pre-tax loss of HKD 27,628,000, an improvement from a loss of HKD 39,000,000 in the previous year, reflecting a reduction of 29%[6] - The total comprehensive loss attributable to equity holders for the period was HKD 47,458,000, compared to HKD 40,399,000 in 2021, showing an increase of 17%[6] - The basic and diluted loss per share for the period was HKD 1.02, an improvement from HKD 1.59 in the previous year[6] - For the six months ended December 31, 2022, the total revenue was HKD 71,477,000, a significant increase from HKD 6,331,000 in the same period of 2021, representing a growth of approximately 1,030%[19] - Revenue from property sales in China reached HKD 67,970,000, compared to HKD 1,271,000 in the previous year, indicating a growth of over 5,200%[19] - The company reported a loss before tax of HKD (27,628,000) for the period, compared to a loss of HKD (25,510,000) in the previous year, indicating a slight increase in losses[22] - The company reported a loss of HKD 25,510,000 for the six months ended December 31, 2022, compared to a loss of HKD 39,707,000 for the same period in 2021, primarily due to a net decrease in the fair value of investment properties of HKD 27,100,000[62] Assets and Liabilities - Non-current assets decreased to HKD 337,624,000 as of December 31, 2022, down from HKD 365,915,000 as of June 30, 2022, a decline of 8%[7] - Current assets totaled HKD 949,800,000, a decrease from HKD 1,070,444,000 in the previous period, representing a decline of 11%[7] - The company's cash and cash equivalents were HKD 49,438,000, down from HKD 60,474,000, indicating a decrease of 18%[7] - Total liabilities decreased to HKD 364,753,000 from HKD 462,761,000, reflecting a reduction of 21%[7] - The net asset value of the company was HKD 825,529,000, down from HKD 872,987,000, a decrease of 5%[7] - The total assets as of December 31, 2022, amounted to HKD 1,287,424,000, while total liabilities were HKD (461,895,000), resulting in a net asset position[22] - The company's total assets as of June 30, 2022, amounted to HKD 1,436,359,000, with total liabilities of HKD 563,372,000[25] - The fair value of investment properties as of December 31, 2022, was HKD 268,000,000, down from HKD 295,100,000 as of June 30, 2022[36] - The value of properties under development decreased from HKD 631,490,000 as of June 30, 2022, to HKD 401,907,000 as of December 31, 2022[36] Cash Flow and Financing - The net cash used in operating activities was HKD (4,527,000), an improvement from HKD (7,757,000) in the prior year, reflecting a reduction of approximately 42.5%[14] - The net cash generated from investing activities was HKD 1,846,000, down from HKD 47,624,000 in the previous year, a decline of approximately 96.1%[14] - Cash and cash equivalents decreased to HKD 49,438,000 from HKD 94,484,000, a decline of approximately 47.7%[14] - The company’s bank and cash on hand decreased significantly from HKD 90,190,000 to HKD 30,341,000, a reduction of approximately 66.4%[14] - The financing costs incurred during the period were HKD (4,540,000), which is an increase compared to HKD (2,807,000) in the previous year, reflecting a rise of approximately 62%[22] - The group has sufficient cash and cash equivalents to support operations and anticipated expansions, indicating low liquidity risk[90] Expenses - The company’s employee costs, including director remuneration, totaled HKD 6,077,000 for the six months ended December 31, 2022, compared to HKD 4,310,000 in the previous year[30] - Selling expenses decreased by 40% to HKD 1,965,000, primarily due to reduced advertising and consulting fees[80] - Administrative expenses decreased by 10% to HKD 11,017,000, mainly due to lower legal and professional fees[81] Investments and Fair Value - The company recognized a net decrease in the fair value of investment properties amounting to HKD 27,100,000 for the six months ended December 31, 2022[24] - The fair value loss of financial assets measured at fair value through profit or loss decreased from approximately HKD 13,282,000 to approximately HKD 9,124,000[62] - The net fair value loss of financial assets measured at fair value through profit or loss decreased by 31% to HKD 9,124,000, mainly due to a decline in the share price of ZTO Express[76] - The net fair value loss of investment properties increased from HKD 15,500,000 to HKD 27,100,000, influenced by the economic conditions in Hong Kong[77] Corporate Governance - The board of directors did not recommend the payment of an interim dividend for the six months ended December 31, 2022[59] - The company has complied with all applicable code provisions of the Corporate Governance Code during the six months ending December 31, 2022, except for specific deviations noted[109] - The company amended its articles of association to comply with the Corporate Governance Code on December 15, 2022[112] - All directors confirmed compliance with the required standards of the Corporate Governance Code during the six months ending December 31, 2022[114] Market Conditions and Competition - The group's financial condition and performance are significantly influenced by the property market conditions in Hong Kong and China, with potential adverse impacts on financial status and operations due to market downturns[87] - The group faces competition in the Chinese real estate market, necessitating improvements in product quality and cost control to maintain sales[88]

Financial Performance - The company reported a loss of approximately HKD 162,877,000 for the fiscal year 2022, primarily due to a net fair value decrease of financial assets of HKD 128,823,000 and a net fair value decrease of investment properties of HKD 21,600,000[31]. - The group's revenue decreased by 96% from HKD 253,977,000 in the fiscal year 2021 to HKD 11,131,000 in the fiscal year 2022[46]. - The group's annual loss for fiscal year 2022 was HKD 162,877,000, a significant increase of 170% from HKD 60,227,000 in 2021, largely due to a fair value loss on financial assets of HKD 128,823,000[73]. - The interest and dividend income from financial assets at fair value through profit or loss was HKD 2,020,000 in fiscal year 2022, down from HKD 4,405,000 in fiscal year 2021[40]. - The fair value decrease of financial assets at fair value through profit or loss increased by 199% to HKD 128,823,000 in fiscal year 2022 from HKD 43,244,000 in fiscal year 2021[48]. - Rental income from investment properties for the fiscal year 2022 was HKD 4,406,000, a decrease from HKD 6,245,000 in the previous year due to lower rental rates and occupancy[38]. - Administrative expenses rose by HKD 10,771,000 or 54% to HKD 30,675,000 in fiscal year 2022, driven by increased staffing for property development projects and legal costs for new investments[71]. - Financing costs decreased by HKD 462,000 or 8% to HKD 5,472,000 in fiscal year 2022, attributed to the repayment of certain bank loans[72]. Investment Properties - The fair value of the company's investment properties as of June 30, 2022, was HKD 295,100,000, down from HKD 316,700,000 a year earlier, reflecting a decrease of HKD 21,600,000 in fair value during the fiscal year 2022[38]. - The fair value decrease of investment properties for the fiscal year 2022 was HKD 21,600,000, compared to HKD 27,200,000 in 2021, reflecting ongoing impacts from the COVID-19 pandemic on the Hong Kong office market[55]. - The company recognized revenue of HKD 4,705,000 from property deliveries during the fiscal year 2022, with a gross margin of 17% after comprehensive adjustments[37]. Corporate Governance - The company has adopted the corporate governance code as its own governance code to enhance shareholder interests and group performance[153]. - The board of directors includes at least three independent non-executive directors, complying with listing rules after the appointment of a new independent director on May 3, 2022[164]. - The company aims for at least 1/3 of board members to be independent non-executive directors and at least 1 member with accounting or related financial management qualifications[176]. - The company emphasizes equal opportunities in all business aspects, ensuring no discrimination based on various factors[175]. - The company is focused on maintaining high standards of corporate governance and enhancing board diversity benefits[175]. Management and Strategy - The company plans to strengthen internal management and optimize business structure to address various challenges in the upcoming year[32]. - The company aims to identify new development trends and opportunities to enhance asset value amid unprecedented changes in the global landscape[32]. - The company is gradually improving its investment business framework while seeking promising investment opportunities[32]. - The group faced significant challenges in the domestic real estate sector during the fiscal year 2022, but it continued to advance its projects and address historical issues[32]. Shareholder Information - The company did not recommend the payment of a final dividend for the fiscal year 2022, consistent with the previous year[109]. - The company reported a total distributable reserve of approximately HKD 73,390,000 as of June 30, 2022, compared to HKD 61,012,000 in 2021, reflecting an increase of about 20%[121]. - The five largest suppliers accounted for 56% of procurement, while the largest supplier contributed 20% to the resort and property development segment[122]. - The five largest customers represented 32% of total revenue, with the largest customer accounting for 8%[122]. Legal and Compliance - The group initiated legal proceedings to appoint a liquidator for Green Asia Fund due to non-payment of redemption amounts totaling HKD 30,497,000[41]. - The company has not reported any significant legal disputes as of June 30, 2022[90]. - The company has not disclosed any related party transactions that require disclosure under the Listing Rules during the fiscal year 2022[138]. Employee and Operational Information - The group employed a total of 38 full-time employees as of June 30, 2022, compared to 28 in the previous year, with total employee costs amounting to HKD 10.78 million[91]. - The company has maintained a public float of at least 25% of its total issued share capital as of the report date[147]. - The company has not entered into any management contracts related to its business operations during the fiscal year 2022[146]. Audit and Financial Reporting - The audit committee reviewed the consolidated financial statements for the fiscal year 2022 before approval by the board[149]. - The consolidated financial statements for the fiscal year 2022 were audited by Zhongren Zhonghuan (Hong Kong) CPA Limited[150]. - The Board is responsible for presenting fair, clear, and understandable annual and interim reports, as well as other financial disclosures[195]. - The management provided necessary explanations and information to the Board for informed assessment of the financial statements presented for approval[196].

Financial Performance - Revenue for the six months ended December 31, 2021, was HKD 5,205,000, a significant decrease from HKD 196,374,000 in the same period of 2020, representing a decline of approximately 97.4%[8] - The gross profit for the same period was HKD 4,001,000, down from HKD 7,607,000, indicating a decrease of about 47.5%[8] - The company reported a loss attributable to equity holders of HKD 39,707,000, compared to a loss of HKD 23,447,000 in the previous year, reflecting an increase in loss of approximately 69.2%[8] - The total comprehensive loss for the period was HKD 40,399,000, compared to a gain of HKD 5,727,000 in the prior period[10] - The company reported a pre-tax loss of HKD 23,996,000 for the six months ended December 31, 2021, compared to a loss of HKD 23,447,000 in the previous year[43] - The company reported a net loss of HKD 23,996,000 for the six months ended December 31, 2021, after tax expenses of HKD 707,000[53] - The company reported a loss of HKD (39,707,000) for the period, compared to a loss of HKD (23,447,000) in the previous year[34] - The group confirmed a net gain of HKD 999,000 from the sale of financial assets at fair value for the six months ended December 31, 2021, compared to HKD 220,000 for the same period in 2020[118] Assets and Liabilities - The net asset value as of December 31, 2021, was HKD 1,008,349,000, down from HKD 1,048,748,000 as of June 30, 2021, indicating a decrease of about 3.9%[12] - The company’s total liabilities increased to HKD 523,803,000 from HKD 503,956,000, representing an increase of approximately 3.6%[11] - The total assets as of December 31, 2021, amounted to HKD 1,633,669,000, while total liabilities were HKD (625,320,000)[34] - As of December 31, 2021, the group's current assets were HKD 1,260,786,000 and current liabilities were HKD 523,803,000, resulting in a current ratio of approximately 2.4 times[129] - The total equity and total bank and other borrowings as of December 31, 2021, were HKD 1,008,349,000 and HKD 279,347,000, respectively, with a debt-to-equity ratio of approximately 28%[129] Cash Flow and Financing - The company’s cash and cash equivalents stood at HKD 94,484,000, compared to HKD 72,022,000 as of June 30, 2021, showing an increase of about 31.1%[11] - The net cash used in operating activities was HKD (7,757,000), an improvement from HKD (11,960,000) in the previous year[19] - The company incurred interest expenses of HKD 2,805,000 for the six months ended December 31, 2021, down from HKD 6,356,000 in the same period of 2020[48] - The company’s financing costs were HKD 2,807,000, a slight decrease from HKD 3,076,000 in the previous year, indicating a reduction of approximately 8.8%[8] - The group has a total of HKD 262,190,000 in bank and other borrowings as of December 31, 2021, down from HKD 272,190,000 as of June 30, 2021[138] Investment Properties - The company recorded a net decrease in the fair value of investment properties of HKD 15,500,000 for the period, compared to a decrease of HKD 34,700,000 in the previous year[8] - The fair value of investment properties as of December 31, 2021, was HKD 301,200,000, a decrease from HKD 316,700,000 as of June 30, 2021[107] - The fair value loss of investment properties amounted to HKD 15,500,000 for the six months ended December 31, 2021, down from HKD 34,700,000 in the same period of 2020[121] - The investment segment reported a loss of HKD (11,345,000) for the period, while the property investment segment generated revenue of HKD 2,196,000[32] Administrative and Employee Costs - The company’s administrative expenses increased to HKD 12,199,000 from HKD 9,446,000, reflecting an increase of about 29.4%[8] - The total employee cost for the six months ended December 31, 2021, was HKD 4,310,000, slightly lower than HKD 4,401,000 in the previous year[50] - Total employee costs, including directors' remuneration, amounted to HKD 4,310,000 for the six months ended December 31, 2021, compared to HKD 4,401,000 in 2020, reflecting a decrease of approximately 2.07%[146] Corporate Governance and Compliance - The board is committed to maintaining high standards of corporate governance and has complied with all applicable code provisions of the corporate governance code during the reporting period, except for specific deviations noted[159] - The company has applied for a waiver to extend the compliance deadline for having at least three independent non-executive directors until June 6, 2022[150] - The company has adopted the standard code of conduct for securities trading as per Appendix 10 of the listing rules, and all directors confirmed compliance during the six-month period ending December 31, 2021[165] Future Outlook and Strategy - The group plans to strengthen internal control and risk management mechanisms while seeking opportunities for development in 2022[114] - The group aims for quality development amidst global economic uncertainties and challenges in the second half of 2021[114] - The company anticipates that property development will be completed within one year as of December 31, 2021[60]

(ii) Applied Development Holdings Limited 實力建業集團有限公司 * (於百慕達註冊成立之有限公司) 股份代號:519 2 年報 * 僅供識別 目錄 目錄 公司資料 2 主席報告書 3 管理層討論及分析 4 董事及高層管理人員之履歷 12 董事會報告 14 企業管治報告 20 環境、社會及管治報告 33 獨立核數師報告 58 綜合全面收益表 65 綜合財務狀況表 66 綜合權益變動表 67 綜合現金流量表 69 綜合財務報表附註 71 五年財務概要 137 投資物業、物業、廠房及設備項下土地及樓宇、發展中物業以及持作銷售的物業之詳情 138 釋義 139 1 實力建業集團有限公司 | 二零二一年年報 公司資料 公司資料 | --- | --- | |------------------------|----------------------------------------| | 董事會 | 註冊辦事處 | | 執行董事 | Clarendon House | | 吳瞻明先生 | 2 Church Street | | （主席兼署理行政總裁） | Hamilton ...

(f) Applied Development Holdings Limited 實力建業集團有限公司 * (於百慕達註冊成立之有限公司) 股份代號:519 中期報告 202 * 僅供識別 目錄 目錄 公司資料 2 簡明綜合全面收益表 3 簡明綜合財務狀況表 4 簡明綜合權益變動表 5 簡明綜合現金流量表 6 1 中期報告2021 簡明綜合財務報表附註 7 管理層討論及前景 24 其他資料 35 公司資料 實力建業集團有限公司 | --- | --- | |-------------------------------------------------------|---------------------------------------------------------------| | 公司資料 | | | | | | 董事會 | 在香港之股份過戶登記分處 | | 執行董事 | 香港中央證券登記有限公司 | | 吳瞻明先生 （主席兼署理行政總裁） 非執行董事 吳濤先生 | 香港 灣仔 皇后大道東 183 號 | | 姚維榮先生 獨立非執行董事 劉智強先生 | 合和中心 17M 樓 | | 余達志先 ...