Financial Performance - Revenue for the year 2023 was HKD 305,020,000, a decrease of 81.0% compared to HKD 1,601,799,000 in 2022[1] - Gross profit for 2023 was HKD 117,765,000, down from HKD 676,267,000 in 2022, reflecting a significant decline[1] - The company reported a loss before tax of HKD 168,934,000 in 2023, compared to a profit of HKD 547,895,000 in 2022[1] - Basic loss per share for 2023 was HKD (2.65), a decline from earnings of HKD 3.82 per share in 2022[1] - The company reported a total loss attributable to shareholders of HKD 192,711,000 for the year 2023, compared to a profit of HKD 265,177,000 in 2022[27] - The company experienced a pre-tax loss of approximately HKD 168,900,000 in 2023, compared to a profit of HKD 547,900,000 in 2022, mainly due to asset impairments and the absence of one-time gains from subsidiary sales[42] - The group recorded a net loss of approximately HKD 204,429,000 for the year ended December 31, 2023[136] Revenue Sources - The contribution of customer A accounted for 51% of the total revenue for the year ended December 31, 2023[16] - Revenue for the year 2023 was approximately HKD 305,000,000, a significant decrease from HKD 1,601,800,000 in 2022, primarily due to a sharp decline in property sales[42] - The property development segment generated revenue of approximately HKD 296,900,000 in 2023, down from HKD 1,595,500,000 in 2022, resulting in a loss of HKD 200,000 compared to a profit of HKD 572,900,000 in the previous year[43] - Revenue from a single customer contributing over 10% to total revenue was HKD 288,447,000 for property sales, down from HKD 1,586,691,000 in 2022[156] - Total revenue for the hotel business in 2023 was HKD 296,949,000, compared to HKD 1,595,514,000 in 2022, reflecting a significant decrease[174] Impairments and Losses - The company recognized a significant impairment loss of HKD 153,169,000 on properties held for sale in 2023[1] - The hotel business segment recorded franchise income of HKD 630,000, down from HKD 4.4 million in the same period last year, with a segment loss of HKD 24.4 million compared to a loss of HKD 28.4 million in 2022[93] - The loss from the hotel business segment was HKD (204,000) in 2023, compared to a profit of HKD 572,901,000 in 2022[174] Financial Position - As of December 31, 2023, the total equity of the group was approximately HKD 87,900,000, a decrease from HKD 148,900,000 as of December 31, 2022[73] - The group had contingent liabilities amounting to HKD 301,082,000 as of December 31, 2023, down from HKD 361,076,000 in the previous year[62] - The group has outstanding financial obligations of approximately HKD 1,302,981,000 due within twelve months as of December 31, 2023[77] - The group has bank borrowings of approximately HKD 256,248,000 that are required to be repaid[78] - The group’s total liabilities decreased from HKD 2,159,310,000 to HKD 1,302,981,000, a reduction of approximately 39.6%[131] - Non-current liabilities increased to HKD 1,997,640,000 from HKD 1,022,520,000, showing a significant rise of about 95.3%[131] - The group's cash and cash equivalents were approximately HKD 13,370,000, indicating significant liquidity concerns[136] Operational Developments - The company aims to accelerate the pre-sale progress of its properties[44] - The group is expected to complete the construction of Phase 2 of the Fuyuan Junting project by September 2024[67] - The company has three ongoing development projects, including the German City project in Zhuhai, the Fuyuan Junting project in Chengdu, and the Fuyuan Plaza project in Doumen[91] - The Fuyuan Plaza project has a total construction area of approximately 197,391 square meters, with about 61,654 square meters available for sale, achieving a sales contract amount of approximately 59.63% of the total saleable area as of December 31, 2023[92] Corporate Governance - The company has maintained high standards of corporate governance and adhered to principles of accountability and transparency[107] - The audit committee and management have reviewed the consolidated financial statements for the year ended December 31, 2023[113] - The company has adopted the standards for directors' securities trading as per the listing rules[111] Future Outlook - The group anticipates leveraging the continuous growth of the Chinese economy to drive property sales in 2024[106] - The company has a plan to secure new funding sources as needed to ensure ongoing operations[40] - The company has taken measures to improve liquidity and financial condition, addressing delays in repayments to financial institutions[169]

Financial Performance - The company reported total revenue of HKD 32,058,000 for the six months ended June 30, 2023, a decrease from HKD 414,786,000 in the same period of 2022, representing a decline of approximately 92.3%[21] - The cost of sales was HKD 21,019,000, leading to a gross profit of HKD 11,039,000[3] - The company incurred a loss before tax of HKD 121,479,000, with a net loss of HKD 122,319,000 for the period[3] - Interest income for the six months ended June 30, 2023, was HKD 301,000, compared to HKD 644,000 for the same period in 2022, representing a decrease of approximately 53.3%[46] - Total revenue for the six months ended June 30, 2023, was HKD 1,048,000, down from HKD 1,953,000 in the same period of 2022, indicating a decline of about 46.3%[46] - The group reported a pre-tax loss of HKD 840,000 for the six months ended June 30, 2023, compared to a pre-tax expense of HKD 150,000 for the same period in 2022[57] - The group recorded a pre-tax loss of approximately HKD 121,500,000 for the six months ended June 30, 2023, compared to a profit of HKD 160,500,000 for the same period in 2022[115] - The hotel business segment recorded a revenue of HKD 300,000 for the six months ended June 30, 2023, down from HKD 2,500,000 for the same period in 2022[118] Assets and Liabilities - The total non-current assets decreased to HKD 1,736,702,000 as of June 30, 2023, down from HKD 1,815,016,000 as of December 31, 2022[6] - Current liabilities amounted to HKD 868,466,000, compared to HKD 966,040,000 as of December 31, 2022, indicating a reduction of approximately 10.1%[7] - The company reported cash and cash equivalents of HKD 34,159,000, a decrease from HKD 48,436,000 in the previous period[15] - The group has outstanding commitments for property development expenditures and acquisitions amounting to approximately HKD 273,919,000 as of June 30, 2023, compared to HKD 223,485,000 as of December 31, 2022[89] - The group’s receivables from trade accounts as of June 30, 2023, were HKD 92,281,000, an increase from HKD 87,467,000 at the end of 2022, indicating a growth of about 5.2%[60] - The group has a total of approximately HKD 324,766,000 in contingent liabilities as of June 30, 2023, down from HKD 361,076,000 as of December 31, 2022, representing a decrease of about 10.0%[92] - The group has contingent liabilities of approximately HKD 324,800,000 as of June 30, 2023, down from HKD 361,100,000 as of December 31, 2022[103] - The company’s borrowings from financial institutions amounted to approximately HKD 572,000,000 as of June 30, 2023[180] - The total interest-bearing borrowings of the group amounted to HKD 1,680.8 million as of June 30, 2023[122] - The group’s non-current liabilities increased to HKD 1,255,800,000 as of June 30, 2023, from HKD 1,022,500,000 as of December 31, 2022, primarily due to a new loan of approximately HKD 229,100,000 granted in the first half of 2023[102] Property Development - The group’s property development expenditure for the six months ended June 30, 2023, was HKD 504,355,000, a decrease from HKD 588,701,000 in the same period of 2022, reflecting a reduction of approximately 14.3%[61] - The Fuyuan Junting project has a total construction area of approximately 120,500 square meters, with 84,425 square meters available for sale; as of June 30, 2023, the sales contract amount for Phase 1 and Phase 2 reached 100% and 61.9% of the total saleable area, respectively[97] - The Fuyuan Plaza project has a total construction area of approximately 197,391 square meters, with 61,654 square meters available for sale; as of June 30, 2023, the sales contract amount reached 59.4% of the total saleable area[117] - As of June 30, 2023, the total construction area of the German City project is approximately 145,176 square meters, with about 49,999 square meters available for sale[96] - The company has three ongoing development projects located in Hengqin, with efforts to accelerate property pre-sales[178] - The company plans to deliver completed properties to buyers in the second half of 2023[145] Financial Management and Governance - The company has not adopted any new accounting standards that would have a significant impact on its financial position[40] - The company continues to monitor its operational segments to assess performance and resource allocation[42] - The company has taken several action plans to improve liquidity and financial performance during the first half of 2023[170] - The company has complied with corporate governance codes and has not purchased, sold, or redeemed any of its shares during the reporting period[187] - The total number of shares that can be issued under the 2021 share option scheme is capped at 694,635,004 shares[184] - The company’s leasehold land and buildings were valued at HKD 204,500,000, with some mortgaged as collateral for loans[181] - The company’s restricted bank balances amounted to HKD 167,600,000 as of June 30, 2023, down from HKD 235,800,000 as of December 31, 2022[181] Market Outlook - The operating environment for the company remains dynamic and challenging, with future performance difficult to predict[146] - The company expects increased market liquidity due to recent central government interest rate cuts, which may boost buyer sentiment in real estate sales[146] - Future outlook indicates a focus on market expansion and potential mergers and acquisitions[198] - Management discussion and analysis section provides insights into user data and performance trends[198] - The company reported a mid-term performance with a summary of financial position, including key metrics in the financial statements[198]

Financial Performance - For the six months ended June 30, 2023, the group reported a loss attributable to equity holders of HKD 122,319,000 compared to a profit of HKD 160,333,000 for the same period in 2022[15]. - Revenue for the six months ended June 30, 2023, was HKD 32,058,000, a decrease from HKD 414,786,000 in the same period of 2022[15]. - The group's gross profit for the period was HKD 11,039,000, down from HKD 23,788,000 in the previous year[15]. - The total comprehensive loss for the period was HKD 129,743,000, compared to a comprehensive income of HKD 161,790,000 in the same period last year[17]. - The basic loss per share for the period was HKD (1.63), compared to earnings of HKD 2.39 per share in the previous year[16]. - The overall loss before tax for the group was HKD (121,479,000) in 2023 (unaudited), compared to a profit of HKD 160,483,000 in 2022 (unaudited)[22]. - The group reported a loss before tax of approximately HKD 121,500,000, compared to a profit of HKD 160,500,000 in the same period of 2022[65]. Revenue Breakdown - The total revenue for the property development segment in 2023 (unaudited) was HKD 26,109,000, compared to HKD 412,328,000 in 2022 (unaudited), indicating a significant decline[22]. - The hotel segment reported a loss of HKD (13,898,000) in 2023 (unaudited), while the previous year showed a loss of HKD (12,233,000) in 2022 (unaudited)[22]. - The total income from property agency services was HKD 4,213,000 in 2023 (unaudited), slightly up from HKD 4,177,000 in 2022 (unaudited)[22]. - The revenue from sales of properties was HKD 21,896,000 in 2023 (unaudited), a drastic decrease from HKD 408,151,000 in 2022 (unaudited)[28]. - The hotel business segment recorded revenue of HKD 300,000, down from HKD 2,500,000 in the same period of 2022, with losses of HKD 13,900,000 compared to HKD 12,200,000 in the previous year[73]. Expenses and Costs - Administrative and other expenses increased to HKD 62,794,000 from HKD 48,170,000 year-on-year[15]. - Financial costs rose significantly to HKD 70,526,000 compared to HKD 38,709,000 in the prior period[15]. - Interest expenses for loans and borrowings increased to HKD 69,131,000 for the six months ended June 30, 2023, compared to HKD 36,978,000 for the same period in 2022, representing an increase of 87%[30]. Assets and Liabilities - Total assets as of June 30, 2023, amounted to HKD 3,358,025,000, compared to HKD 3,330,776,000 as of December 31, 2022, showing a slight increase[38]. - The company reported a total liability of HKD 148,906,000 related to the sold subsidiary group[33]. - The company’s total liabilities decreased to HKD 868,466 million in June 2023 from HKD 966,040 million in December 2022, reflecting a decline of approximately 10.1%[54]. - The total non-current liabilities rose to HKD 1,255,819 thousand from HKD 1,022,520 thousand, marking an increase of approximately 22.8%[40]. - The debt-to-equity ratio increased significantly to 8,752.0% as of June 30, 2023, compared to 991.4% as of December 31, 2022, primarily due to substantial borrowing for property development projects[80]. Development Projects - The group has three ongoing development projects, including the German Town project in Hengqin, Chengdu's Fuyuan Junting project, and Doumen's Fuyuan Plaza project[67]. - The German Town project has achieved a sales contract amount representing 54.8% of its saleable area as of June 30, 2023, with construction expected to be completed by the end of 2023[68]. - The Fuyuan Junting project has achieved 100% and 61.9% sales contract amounts for its first and second phases, respectively, with the second phase expected to be completed in 2023[70]. - The Fuyuan Plaza project has achieved a sales contract amount representing 59.4% of its saleable area, with construction expected to be completed in 2024[71]. Corporate Governance and Future Outlook - The group continues to adopt the going concern basis in preparing its financial statements, expecting sufficient resources to continue operations in the foreseeable future[7]. - The company has adhered to corporate governance principles and maintained high standards of accountability and transparency as of June 30, 2023[98]. - The board of directors believes that the current structure provides sufficient checks and balances for effective business decision-making[99]. - The economic recovery in Hong Kong and mainland China is expected to gradually improve, but the recovery in the first half of 2023 was below expectations[97]. - Recent defaults by large real estate developers in mainland China have negatively impacted buyer sentiment[97]. - The company anticipates increased market liquidity due to recent central government interest rate cuts, which may boost buyer sentiment and benefit real estate sales[97].

Financial Performance - For the year ended December 31, 2022, the company's revenue was approximately HKD 1,601,800,000, a significant increase from HKD 780,000 in 2021[28]. - The company recorded a profit before tax of approximately HKD 547,900,000, compared to a loss of HKD 341,100,000 in the previous year[28]. - The profit attributable to the owners of the company for the year was approximately HKD 265,200,000, while the loss for the same period in 2021 was HKD 326,300,000[28]. - The property development segment generated revenue of approximately HKD 1,595,500,000, up from HKD 1,800,000 in 2021, with a profit of HKD 572,900,000 compared to a loss of HKD 126,900,000 in the previous year[29]. - The hotel business segment recorded revenue from franchise rights of HKD 4,400,000, down from HKD 5,700,000 in the same period of 2021[31]. - The segment loss for the year reached HKD 28,400,000, compared to a loss of HKD 17,700,000 in 2021, primarily due to depreciation of property, plant, and equipment, as well as financial costs[31]. Project Development - The company has three ongoing development projects located in Zhuhai, Chengdu, and Doumen, with the Doumen project having a total construction area of approximately 197,391 square meters[29][30]. - The Doumen project has achieved a sales contract amount of approximately 59.34% of its total saleable area as of December 31, 2022, with construction expected to be completed by June 2024[30]. - The group plans to accelerate the pre-sale of properties, involving a total saleable area of approximately 86,607 square meters, with expected sales revenue of approximately RMB 598.6 million in 2023[137]. - The group anticipates delivering completed properties to buyers, with an estimated amount of RMB 899.3 million to be recognized as revenue in 2023 from contract liabilities[137]. - As of December 31, 2022, the German City project achieved sales of 53.94% of its total saleable area, with construction expected to be completed by December 2023[172]. - The Fuyuan Junting project has realized sales of 99.34% and 45.37% for its first and second phases, respectively, with the first phase completed and delivered to buyers since May 2022[172]. - The company plans to accelerate property pre-sale progress to capitalize on market opportunities[173]. Financial Position - The current liquidity ratio is 0.70, down from 0.80 in 2021, indicating a decrease in short-term financial health[14]. - The group's non-current assets amounted to HKD 1,815,000,000 as of December 31, 2022, compared to HKD 1,806,000,000 a year earlier[150]. - Current assets decreased to HKD 1,515,800,000 as of December 31, 2022, from HKD 2,785,100,000 on December 31, 2021[150]. - Current liabilities were reduced to HKD 2,159,300,000 as of December 31, 2022, from HKD 3,471,000,000 a year prior[150]. - The group's total borrowings were HKD 1,476,700,000 as of December 31, 2022, down from HKD 1,882,700,000 on December 31, 2021[153]. - The total equity of the group increased to HKD 148,900,000 as of December 31, 2022, compared to a deficit of HKD 123,200,000 a year earlier[153]. - The group reported a significant improvement in financial condition, with a debt-to-equity ratio of approximately 991.4% as of December 31, 2022[154]. - The group had no significant capital commitments as of December 31, 2022, consistent with the previous year[155]. - Contingent liabilities were HKD 361,100,000 as of December 31, 2022, slightly down from HKD 365,000,000 a year earlier[157]. Governance and Compliance - The company has complied with the listing rules, ensuring that at least one member of the audit committee possesses appropriate professional qualifications or accounting or financial management expertise[89]. - The board confirmed that after reasonable inquiries, they are not aware of any events or conditions that may cast significant doubt on the company's ability to continue as a going concern[88]. - The company has adopted a zero-tolerance policy towards corruption, extortion, fraud, and money laundering, with established guidelines for handling conflicts of interest[104]. - The company has not established an internal audit department, as the board believes there is no immediate need based on the scale and complexity of the business[103]. - The company secretary has completed over 15 hours of professional training to ensure compliance with the listing rules[101]. - The board has reviewed and monitored the independence of independent non-executive directors as part of its governance practices[95]. - The executive committee held one meeting in the fiscal year 2022 to discuss operational matters, with all management decisions requiring board approval[100]. - The nomination committee will consider the diversity of the board and the qualifications of candidates when making recommendations for appointments[93]. Environmental and Social Responsibility - The company has implemented a climate change policy to manage related risks, recognizing the potential impact of extreme weather events on operations[17]. - There were no incidents of non-compliance with environmental laws and regulations during the year, particularly concerning air and greenhouse gas emissions[19]. - The total energy consumption for the year was 4,471,960 kWh, representing a 9% decrease from the previous year[197]. - The energy density was recorded at 2.8 kWh per HKD 1,000 in revenue[197]. - Total greenhouse gas emissions amounted to 2,343 tons of CO2 equivalent, with 95% of emissions coming from purchased electricity[199]. - Direct emissions from fuel combustion and natural gas accounted for 126 tons of CO2 equivalent[199]. - The company has established a climate policy to manage climate change-related risks and regularly reviews relevant data and resources[196]. - The governance framework ensures proper management of environmental, social, and governance performance[192]. - The board of directors is responsible for overseeing environmental, social, and governance risks and strategies[192]. - The company is committed to operating in an environmentally and socially responsible manner to create long-term value[192]. - The energy consumption in the hotel business segment was 3,990,000 kWh[196]. - The energy consumption in the property development segment was 209,269 kWh[196]. Strategic Outlook - The company anticipates a gradual recovery of the economy in Hong Kong and mainland China in 2023, supported by eased pandemic measures and reduced bank reserve requirements[167]. - The hotel business is expected to recover as economic conditions improve in the coming year[167]. - The company is actively seeking viable investment projects to maximize returns for shareholders[167]. - The management emphasizes the importance of effective communication with shareholders, particularly through annual general meetings[184]. - The management is actively negotiating with financial institutions for loan extensions and alternative financing options to support operational funding[137]. - The group is exploring new investment opportunities to generate additional income and returns[137].

Financial Performance - For the year ended December 31, 2022, the group's revenue was HKD 1,601,799,000, a decrease of 79.4% compared to HKD 7,774,000 in 2021[19] - The group's gross profit for the same period was HKD 676,267,000, compared to HKD 4,178,000 in 2021, indicating a significant decline in profitability[19] - The group recorded a net profit of HKD 330,134,000 for the year, a turnaround from a net loss of HKD 341,506,000 in 2021[19] - Basic earnings per share for the year were HKD 3.82, compared to a loss per share of HKD 4.70 in 2021[19] - The company reported a pre-tax profit of HKD 547,895,000, a recovery from a loss of HKD 341,102,000 in 2021[52] - The group recorded a profit before tax of approximately HKD 547,900,000, compared to a loss of HKD 341,100,000 in the previous year[111] Assets and Liabilities - The total equity of the group as of December 31, 2022, was HKD 148,900,000, compared to a loss of HKD 123,200,000 in the previous year[11] - The group's non-current assets amounted to HKD 1,815,000,000, slightly up from HKD 1,806,000,000 in 2021[14] - Total assets decreased from HKD 4,591,013,000 in 2021 to HKD 3,330,776,000 in 2022, a decline of approximately 27.5%[31] - Current assets dropped significantly from HKD 2,785,052,000 in 2021 to HKD 1,515,760,000 in 2022, representing a decrease of about 45.6%[31] - Total liabilities decreased from HKD 4,714,214,000 in 2021 to HKD 3,181,830,000 in 2022, a reduction of approximately 32.4%[35] - The total interest-bearing borrowings of the group as of December 31, 2022, were HKD 1,476,700,000, down from HKD 1,882,700,000 a year earlier[124] Revenue Segments - The hotel business segment reported revenue of HKD 4,400,000, down from HKD 5,700,000 in 2021, with a segment loss of HKD 28,400,000 compared to HKD 17,700,000 in the previous year[13] - The property development segment generated revenue of approximately HKD 1,595,500,000, with a profit of HKD 572,900,000, reversing a loss of HKD 126,900,000 in 2021[113] - The company recognized revenue from property sales of HKD 1,586,691,000, up from HKD 508,000 in 2021[59] Cash Flow and Financial Obligations - The company reported cash and cash equivalents of HKD 16,127,000 in 2022, down from HKD 46,669,000 in 2021, a decline of about 65.5%[31] - The company’s financial obligations totalled approximately HKD 1,494,821,000 as of December 31, 2022, with HKD 559,817,000 due within the next twelve months[39] - The group has a total financial obligation of approximately HKD 1,494,821,000, with HKD 559,817,000 due within the next twelve months[107] Development Projects - The group had three ongoing development projects located in Zhuhai, Chengdu, and Doumen as of December 31, 2022[12] - The German project has a total construction area of approximately 145,176 square meters, with 53.94% of the saleable area sold as of December 31, 2022[114] - The Fuyuan Junting project has achieved sales of 99.34% and 45.37% for its first and second phases, respectively, with the first phase completed in May 2022[115] - The Fuyuan Plaza project has realized sales contracts amounting to approximately 59.34% of its saleable area, with construction expected to complete by June 2024[116] Impairments and Expenses - The group recognized a goodwill impairment of HKD 50,290, which was attributed to the acquisition of Yiwai International Investment Limited[82][83] - The group incurred a tax expense of HKD 217,761, reflecting the corporate income tax rate of 25% applicable in China[75][76] - Financial expenses for the year were HKD 203,706,000, an increase from HKD 135,687,000 in 2021[62] Corporate Governance and Future Outlook - The company aims to maintain high standards of corporate governance and has adhered to the relevant rules and principles as of December 31, 2022[133] - In 2023, with the gradual easing of pandemic measures in Hong Kong and mainland China, and the government's reduction of the bank reserve requirement ratio to stimulate domestic demand, the economy is expected to recover[138] - The company plans to accelerate property sales and strengthen its hotel business while identifying viable investment projects to maximize returns for shareholders[138] Employment and Operational Impact - The company employed a total of 113 staff as of December 31, 2022, a decrease from 156 employees on December 31, 2021[131] - The company's operations in mainland China have been severely impacted since the outbreak of the pneumonia virus at the end of 2019, affecting property sales and hotel business performance[132]

Financial Performance - The total revenue for the year 2022 was HKD 1,601,799,000, a significant increase from HKD 7,774,000 in 2021[3] - Gross profit for 2022 reached HKD 676,267,000, compared to HKD 4,178,000 in the previous year, indicating a substantial improvement[3] - The net profit for the year was HKD 330,134,000, a recovery from a loss of HKD 341,506,000 in 2021[3] - Basic earnings per share for 2022 was HKD 3.82, compared to a loss of HKD 4.70 per share in 2021[3] - The company reported a total comprehensive income of HKD 332,790,000 for the year, compared to a loss of HKD 330,668,000 in 2021[5] - The company generated other income of HKD 16,770,000, up from HKD 5,535,000 in the previous year[3] - The financial expenses for the year amounted to HKD 203,706,000, an increase from HKD 135,687,000 in 2021[3] - The company achieved a pre-tax profit of HKD 547,895,000, compared to a loss of HKD 341,102,000 in the previous year[20] - The company reported a profit attributable to shareholders of approximately HKD 265,200,000 for the year ended December 31, 2022, compared to a loss of HKD 326,300,000 in the same period of 2021[84] - The company reported a net profit of HKD 265,177,000 for the year, compared to HKD 326,264,000 in the previous year, reflecting a decrease of approximately 18.7%[63] Assets and Liabilities - As of December 31, 2022, the group's current liabilities exceeded current assets by approximately HKD 643,550,000[26] - The total financial obligations of the group amounted to approximately HKD 1,494,821,000, with HKD 559,817,000 due within the next twelve months[26] - Cash and cash equivalents were approximately HKD 251,924,000 as of December 31, 2022[26] - The group's total interest-bearing borrowings amounted to HKD 1,476,700,000, a decrease from HKD 1,882,700,000 as of December 31, 2021[111] - The company's total liabilities as of December 31, 2022, were HKD 361,100,000, a decrease from HKD 365,000,000 as of December 31, 2021[152] - The group's current liabilities exceeded current assets by approximately HKD 643,550,000 as of December 31, 2022, with total financial obligations of about HKD 1,494,821,000, of which HKD 559,817,000 is due within the next twelve months[79] - The group's non-current assets amounted to HKD 1,815,000,000 as of December 31, 2022, compared to HKD 1,806,000,000 as of December 31, 2021[129] - Current assets decreased to HKD 1,515,800,000 as of December 31, 2022, from HKD 2,785,100,000 as of December 31, 2021[129] - The group's net assets improved significantly to HKD 148,900,000 as of December 31, 2022, from a loss of HKD 123,200,000 as of December 31, 2021[130] - The group's total equity as of December 31, 2022, was HKD 148,900,000, compared to a loss of HKD 123,200,000 as of December 31, 2021[132] Business Operations - The business primarily includes property development, hotel operations, and food and beverage sales in China[10] - The group has ongoing development projects valued at HKD 1,047,016,000, down from HKD 1,828,965,000 in the previous year, indicating a reduction of approximately 42.7%[68] - The group plans to accelerate the development and sales of properties to improve cash flow and manage costs effectively[13] - The group plans to accelerate the pre-sale and sale of ongoing and completed properties to improve cash flow and manage capital expenditures effectively[101] - The group has identified potential investment projects to maximize returns for shareholders[140] - The primary business operations are focused in China, particularly in property development and related services[200] Market Conditions - The global economy faced challenges in 2022 due to factors such as the pandemic, the Russia-Ukraine war, and regional political instability, leading to weakened consumer and investment confidence[154] - The company has recognized goodwill impairment in the consolidated financial statements due to the ongoing impact of COVID-19 and adverse government measures on the Chinese real estate market[86] Corporate Governance - The company adhered to the corporate governance code and principles as per the listing rules, with some deviations noted[156] - The company has established an audit committee consisting of three independent non-executive directors[163] - The company plans to disclose relevant information as per listing rules on its website at an appropriate time[165] - The company has appointed new directors, including Mr. Tam Ka Wai as an executive director and Ms. Chan Chu Hai as an independent non-executive director[159][160] Cash Flow and Financing - The company reported a cash outflow of approximately HKD 10,068,000 during the year[56] - The company is negotiating with lenders regarding overdue loans totaling RMB 66,300,000 (approximately HKD 75,045,000) as of December 4, 2022[100] - The company is currently negotiating with property builders and lenders regarding construction costs and loan extensions[179] - The company has implemented several measures to improve its liquidity and financial condition, addressing delayed repayments to financial institutions[198] Segment Performance - Revenue from the property development segment was approximately HKD 1,595,500,000 for the year ended December 31, 2022, significantly up from HKD 1,800,000 in 2021, with segment profit of HKD 572,900,000 compared to a loss of HKD 126,900,000 in the previous year[85] - The hotel business segment recorded franchise income of HKD 4,400,000 for the year ended December 31, 2022, down from HKD 5,700,000 in the same period of 2021, with a segment loss of HKD 28,400,000[106] - The group has no revenue from Hong Kong, with income primarily derived from hotel operations and property development in other regions of China[107] Trade and Receivables - The total trade receivables for the year were HKD 87,697,000, with a recognized impairment loss of HKD 87,467,000[70] - The group reported a significant increase in trade receivables impairment losses, totaling HKD 588,701,000 in 2022 compared to HKD 275,204,000 in 2021[50] - The company reported a significant increase in payable trade accounts related to property development expenses, rising to HKD 588,701,000 from HKD 275,204,000, an increase of approximately 113.1%[70] Inventory and Contracts - The company reported a significant reduction in inventory from HKD 1,828,965,000 in 2021 to HKD 1,047,016,000 in 2022, a decrease of approximately 42.7%[192] - Contract liabilities decreased sharply from HKD 1,974,806,000 in 2021 to HKD 386,981,000 in 2022, a decline of about 80.4%[193] Employment - The group employed a total of 113 staff as of December 31, 2022, down from 156 staff in the previous year[115]

Financial Performance - The company reported revenue of HKD 414,786,000 for the six months ended June 30, 2022, a significant increase from HKD 8,160,000 in the same period last year, representing a growth of approximately 4,000%[12] - Gross profit for the same period was HKD 23,788,000, compared to HKD 6,618,000 in the previous year, indicating an increase of about 259%[12] - The company achieved a profit before tax of HKD 160,483,000, a turnaround from a loss of HKD 109,771,000 in the prior year[12] - Net profit for the period was HKD 160,333,000, compared to a loss of HKD 110,275,000 in the previous year, marking a substantial recovery[12] - Basic earnings per share for the period was HKD 2.39, compared to a loss per share of HKD 1.54 in the same period last year[12] - The company reported a total comprehensive income of HKD 161,790,000 for the period, compared to a loss of HKD 107,462,000 in the previous year[13] - The company reported a loss before tax of HKD 160,483,000 for the six months ended June 30, 2022, compared to a loss of HKD 109,771,000 in the same period of 2021[62] - The group reported a revenue contribution of approximately HKD 11,525,000 and a pre-tax profit of HKD 9,528,000 for the six months ended June 30, 2022[71] - For the six months ended June 30, 2022, the group's revenue was approximately HKD 414,800,000, compared to a loss of HKD 107,100,000 in the same period of 2021[98] - The group recorded a profit before tax of approximately HKD 160,500,000, while the same period in 2021 showed a loss of HKD 109,800,000, mainly due to a one-time gain from the sale of a subsidiary completed in May 2022[104] Assets and Liabilities - Total assets as of June 30, 2022, amounted to HKD 4,591,013,000, a decrease from HKD 5,000,000,000 as of December 31, 2021[18] - Current liabilities totaled HKD 2,546,401,000, down from HKD 3,470,983,000 in the previous year, reflecting improved financial management[20] - The company’s total liabilities increased, with a notable rise in borrowings, leading to a net cash outflow from financing activities of HKD 334,655,000[39] - The group's current assets were HKD 1,991,000,000, down from HKD 2,785,100,000 as of December 31, 2021, while current liabilities decreased to HKD 2,546,400,000 from HKD 3,471,000,000[24] - The total interest-bearing borrowings amounted to HKD 1,539,800,000 as of June 30, 2022, compared to HKD 413,300,000 as of December 31, 2021[24] Cash Flow - The company reported a net cash inflow from operating activities of HKD 47,029,000 for the six months ended June 30, 2022, compared to HKD 83,873,000 in the same period of 2021, representing a decrease of approximately 43.8%[25] - Cash generated from investing activities was HKD 254,222,000, a significant increase from a cash outflow of HKD 50,243,000 in the previous year[32] - The company’s cash and cash equivalents decreased to HKD 48,436,000 at the end of the period from HKD 70,589,000 at the beginning, reflecting a decline of approximately 31.3%[43] - The company reported a significant cash inflow of HKD 253,587,000 from the sale of subsidiaries during the period[31] Market and Operations - The company plans to continue expanding its market presence and developing new products to drive future growth[12] - The company is engaged in property development and hotel operations primarily in China, indicating a focus on expanding its market presence in this region[48] - The property development segment generated revenue of approximately HKD 412,300,000 for the six months ended June 30, 2022, compared to a loss of HKD 33,900,000 in the same period of 2021[104] - The group has three ongoing development projects, with the German City project achieving a sales contract amount of 54.8% of its available area as of June 30, 2022[104] - The Fuyuan Junting project has achieved sales contract amounts of 98.5% and 45.2% for its first and second phases, respectively, with the first phase completed and delivered to buyers since May 2022[104] - The Fuyuan Plaza project has achieved a sales contract amount of 59.2% of its available area as of June 30, 2022, with construction expected to be completed between the second quarter of 2022 and 2024[105] Corporate Governance - The company is committed to maintaining high standards of corporate governance, emphasizing accountability and transparency[162] - The company has adopted the standard code of conduct for securities trading as per the listing rules, with all directors confirming compliance for the six months ending June 30, 2022[164] - The company established an audit committee consisting of three independent non-executive directors to review the unaudited consolidated financial information for the six months ending June 30, 2022[167] - The company has complied with the corporate governance code as per the listing rules during the review period[163] - The company has maintained compliance with the relevant standards set forth in the standard code of conduct for directors[164] Shareholder Information - The total number of shares that can be issued under the 2021 share option plan is capped at 694,635,004 shares, representing 10% of the shares issued by the company at the adoption date[142] - As of June 30, 2022, the company’s director Yang Lijun holds 3,087,027,152 shares, which accounts for approximately 11.6% of the issued ordinary shares[146] - The company’s major shareholders include 富偉國際控股有限公司 with 3,087,027,152 shares, representing a significant portion of the issued share capital[149] - The company’s major shareholders also include 翠領國際投資有限公司 and 興誠投資控股有限公司, holding 51%, 35%, and 14% stakes respectively[151]

Financial Performance - For the year ended December 31, 2021, the group's revenue was HKD 7,800,000, down from HKD 22,400,000 in 2020, representing a decline of approximately 65.2%[6] - The group recorded a pre-tax loss of approximately HKD 341,100,000 for the year, compared to a loss of HKD 216,600,000 in 2020, indicating an increase in losses of about 57.5%[6] - The loss attributable to the owners of the company for the year was approximately HKD 326,300,000, compared to a loss of HKD 217,700,000 in the previous year, reflecting a year-over-year increase of about 49.9%[16] - The property development segment generated revenue of HKD 1,800,000, down from HKD 5,100,000 in 2020, marking a decrease of approximately 64.7%[7] - The hotel business segment recorded revenue of HKD 5,700,000 for the year ended December 31, 2021, down from HKD 13,500,000 in 2020, with a loss of HKD 17,700,000 compared to a loss of HKD 61,000,000 in 2020[22] - The group reported a net loss margin of (4,392.90)% for the year ended December 31, 2021, compared to (810.54)% in 2020[69] - Basic loss per share was (4.70) HK cents for the year ended December 31, 2021, compared to (3.13) HK cents in 2020[69] Assets and Liabilities - As of December 31, 2021, the group's non-current assets were valued at HKD 1,806,000,000, a decrease from HKD 1,851,200,000 in 2020[8] - The group's current assets increased to HKD 2,785,100,000 as of December 31, 2021, compared to HKD 2,159,700,000 in 2020, representing an increase of approximately 29%[8] - The group's current liabilities rose to HKD 3,471,000,000 as of December 31, 2021, compared to HKD 2,101,800,000 in 2020, indicating an increase of about 65%[8] - The group's total borrowings amounted to HKD 1,882,700,000 as of December 31, 2021, a decrease from HKD 1,930,100,000 in 2020[28] - The group recorded a total equity deficit of HKD (123,200,000) as of December 31, 2021, compared to total equity of HKD 207,500,000 in 2020[28] - The group's debt-to-equity ratio significantly increased to approximately 930% compared to the previous year's ratio[29] - The group's net current liabilities were approximately HKD 685.9 million, with a pre-tax loss of about HKD 341.1 million for the year ending December 31, 2021[36] Development Projects - The group has three ongoing development projects, with pre-sale rates of approximately 55.2%, 75.7%, and 51.9% for the respective projects as of 2021[7] - The German City project has a total saleable area of approximately 49,999 square meters, with 55.2% of the saleable area contracted as of December 31, 2021, and construction completion expected by June 30, 2022[17] - The Fuyuan Junting project has a total saleable area of 85,102 square meters, with 99.1% of phase one and 39.6% of phase two contracted as of December 31, 2021, with phase two expected to complete by the end of 2022[18] - The Fuyuan Plaza project has a total saleable area of 61,654 square meters, with 51.9% contracted as of December 31, 2021, and construction expected to be completed between Q2 2022 and 2024[18] - The group plans to expedite the handover of completed properties, involving a total saleable area of approximately 96,000 square meters and expected sales revenue of RMB 1.3 billion[36] Financial Commitments and Liabilities - The group has outstanding property development commitments and land acquisitions amounting to HKD 832 million as of December 31, 2021, up from HKD 390 million a year earlier[33] - Contingent liabilities as of December 31, 2021, were HKD 365 million, an increase from HKD 130.6 million in the previous year, primarily related to bank guarantees for mortgage loans[34] - Cash and cash equivalents as of December 31, 2021, were HKD 46.7 million, down from HKD 59.7 million the previous year[45] Corporate Governance - The board of directors has established an audit committee composed of three independent non-executive directors to review the financial reports[125] - The company has maintained compliance with the corporate governance code as of December 31, 2021, with some deviations noted[131] - The board consists of seven directors, including two executive directors, two non-executive directors, and three independent non-executive directors[135] - The company has established various committees, including the Remuneration Committee, Audit Committee, Nomination Committee, and Executive Committee, to ensure effective governance[151] - The company has adopted a shareholder communication policy to ensure timely and accessible information for shareholders and potential investors[188] Human Resources - The total number of employees increased to 156 as of December 31, 2021, from 126 a year earlier, reflecting ongoing human resource development initiatives[39] - The group has implemented a comprehensive human resources training and development plan to meet current and future challenges[84] - The group offers performance-related rewards within a competitive salary framework[84] Market Environment - The business environment in mainland China remains uncertain due to ongoing COVID-19 impacts, trade disputes between China and the US, and geopolitical tensions, which are expected to affect property sales[48] - The company anticipates that projects currently under development will start generating revenue from 2022, which is expected to improve financial performance[48] Compliance and Risk Management - The board is responsible for ensuring the establishment and maintenance of effective risk management and internal control systems[177] - The company has implemented measures to ensure that insider information is handled appropriately and confidentially[181] - The company has not established an internal audit department, considering the scale and complexity of its operations[178]

Financial Performance - The company reported a revenue of HKD 8,160,000 for the six months ended June 30, 2021, a decrease of 94.4% compared to HKD 144,761,000 in the same period of 2020[19]. - The gross profit for the period was HKD 6,618,000, down from HKD 71,229,000, reflecting a significant decline in sales[19]. - The company incurred a loss of HKD 110,275,000 for the period, compared to a loss of HKD 18,158,000 in the previous year, indicating a worsening financial position[21]. - Basic loss per share was HKD 1.54, compared to HKD 0.35 in the prior period, highlighting increased losses on a per-share basis[17]. - The company reported a total comprehensive loss of HKD 107,462,000 for the period, compared to a loss of HKD 25,276,000 in the previous year[22]. - The group reported a loss of HKD 33,929,000 for the six months ended June 30, 2021, compared to a profit of HKD 27,996,000 in the same period of 2020[40]. - The company recorded a pre-tax loss of HKD 107,121 thousand for the six months ended June 30, 2021, compared to a loss of HKD 24,276 thousand for the same period in 2020[70]. Assets and Liabilities - Total assets as of June 30, 2021, amounted to HKD 4,418,451,000, an increase from HKD 4,010,953,000 at the end of 2020[23]. - Non-current assets totaled HKD 1,911,548,000, up from HKD 1,851,243,000, indicating growth in long-term investments[23]. - The total current liabilities increased to HKD 2,503,939 thousand as of June 30, 2021, compared to HKD 2,101,821 thousand as of December 31, 2020, representing an increase of approximately 19.1%[24]. - The total non-current liabilities rose to HKD 1,814,507 thousand as of June 30, 2021, up from HKD 1,701,665 thousand as of December 31, 2020, indicating an increase of about 6.6%[24]. - The company’s total liabilities increased to HKD 4,318,446 thousand as of June 30, 2021, compared to HKD 3,803,486 thousand as of December 31, 2020, marking an increase of approximately 13.5%[24]. - The total amount of contract liabilities as of June 30, 2021, was HKD 1,278,063,000, compared to HKD 754,137,000 as of December 31, 2020, reflecting an increase[82]. Cash Flow - The net cash generated from operating activities for the six months ended June 30, 2021, was HKD 83,873 thousand, compared to HKD 167,679 thousand for the same period in 2020, reflecting a decrease of approximately 50%[29]. - The company reported a net cash outflow from investing activities of HKD 50,243 thousand for the six months ended June 30, 2021, compared to HKD 121,477 thousand for the same period in 2020, indicating a decrease of about 58.7%[29]. - The company’s financing activities resulted in a net cash outflow of HKD 46,583 thousand for the six months ended June 30, 2021, compared to a net cash inflow of HKD 5,664 thousand for the same period in 2020[28]. - The cash and cash equivalents at the end of the period increased to HKD 106,319 thousand, up from HKD 56,129 thousand at the beginning of the period, showing a net increase of HKD 51,866 thousand[30]. Revenue Breakdown - Revenue from property sales was HKD 454,000 for the six months ended June 30, 2021, compared to HKD 133,032,000 in the same period of 2020, indicating a decrease of about 99.6%[43]. - Revenue from health product sales was HKD 258,000 for the six months ended June 30, 2021, down from HKD 3,305,000 in the same period of 2020, reflecting a decline of approximately 92.2%[43]. - The group generated franchise income of HKD 7,189,000 for the six months ended June 30, 2021, compared to HKD 6,584,000 in the same period of 2020, showing an increase of about 9.2%[43]. Corporate Governance - The company maintains a high standard of corporate governance and has complied with the corporate governance code as of June 30, 2021[149]. - The board believes that having the same individual serve as both chairman and CEO provides strong leadership and effective decision-making for the group[149]. - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited condensed consolidated financial information for the period ending June 30, 2021[159]. Future Outlook and Plans - The company has plans for market expansion and new product development, although specific details were not disclosed in the report[19]. - The group anticipates stable income from ongoing real estate projects in Zhongshan, Zhuhai, and Chengdu, expected to complete between Q4 2021 and Q4 2022[133]. Employee and Shareholder Information - The group employed a total of 138 staff as of June 30, 2021, an increase from 126 staff as of December 31, 2020[132]. - The company has significant shareholdings, with major shareholders holding over 5% of the issued shares, including 富偉國際控股有限公司 with 3,087,027,152 shares, representing a substantial portion of the total[144].

[Company Information](index=2&type=section&id=Company%20Information) [Letter to Shareholders](index=4&type=section&id=Letter%20to%20Shareholders) This letter reviews the Group's 2020 performance, business segment overview, and future outlook, noting a narrowed pre-tax loss despite a revenue decline and overall loss 2020 Annual Key Financial Performance | Indicator | 2020 (HKD) | 2019 (HKD) | | :--- | :--- | :--- | | Revenue | 22,400,000 | 34,500,000 | | Loss before tax | 216,600,000 | 233,800,000 | | Loss attributable to owners of the Company | 217,700,000 | 202,400,000 | - Pre-tax loss narrowed mainly due to: (1) interest income from termination of land grant contract; (2) fair value gain on investment properties; and (3) reduced impairment loss on property, plant and equipment[6](index=6&type=chunk) Presale Status of Major Properties Under Development (as at December 31, 2020) | Project Name | Location | Contracted Sales as % of Saleable Units | | :--- | :--- | :--- | | German Town Project | Hengqin | 29.0% | | Fuyuan Juntin Project | Chengdu | 49.8% | | Fuyuan Plaza Project | Doumen | 39.9% | - The Board does not recommend the payment of any dividend for the financial year ended December 31, 2020[11](index=11&type=chunk) - Looking ahead to 2021, the Group believes the COVID-19 pandemic in mainland China is largely under control, but the global economy still faces profound impacts from the pandemic and geopolitical risks, with the Group continuing to monitor developments and adjust strategies[12](index=12&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=6&type=section&id=Business%20Review) This section details the Group's 2020 overall and segment business performance, highlighting losses in property development and hotel segments despite pre-sale progress and strategic acquisitions Segment Results Summary (For the year ended December 31, 2020) | Business Segment | Revenue (HKD) | Segment Loss (HKD) | | :--- | :--- | :--- | | Property Development | 5,100,000 | 54,600,000 | | Hotel Business | 13,500,000 | 61,000,000 | - During the year, the Group completed the acquisition of a subsidiary holding the "Fuyuan Plaza" project, bringing the total number of projects under development to three: Hengqin German Town, Chengdu Fuyuan Juntin, and Doumen Fuyuan Plaza[17](index=17&type=chunk)[18](index=18&type=chunk) Details of Projects Under Development and Presale Progress | Project Name | Location | Saleable Area (sq.m.) | Presale Ratio | Estimated Completion Time | | :--- | :--- | :--- | :--- | :--- | | German Town | Zhuhai Hengqin | 49,999 | 29% | Q4 2021 | | Fuyuan Juntin | Chengdu Pidu | 85,102 | 49.8% | Phase I: Q4 2021, Phase II: 2023 | | Fuyuan Plaza | Zhuhai Doumen | 61,654 | 39.9% | H2 2022 | [Major Acquisitions and Disposals](index=7&type=section&id=Major%20Acquisitions%20and%20Disposals) The only significant transaction this year was the acquisition of Yiwei International Investment Limited and its subsidiaries, aimed at expanding the Group's revenue streams and profitability - On June 29, 2020, the Company entered into an agreement with Director Mr. Yang Lijun to acquire his indirectly held Yiwei International for a consideration of **HKD 108.6 million**, with the acquisition completed on September 15, 2020[25](index=25&type=chunk) - The Target Group's primary asset is a piece of land located in Doumen District, Zhuhai City, China, planned for development into a commercial complex including office buildings, a five-star hotel, and a shopping center[25](index=25&type=chunk) [Key Risks and Uncertainties](index=7&type=section&id=Key%20Risks%20and%20Uncertainties) The Group identified five major risks: business, policy, third-party, COVID-19 pandemic, and foreign exchange, outlining corresponding monitoring and response strategies - Business Risk: Core business performance is affected by economic conditions and the property market[31](index=31&type=chunk) - Policy Risk: Business operations must comply with government policies and regulations, and violations may lead to penalties[32](index=32&type=chunk) - COVID-19 Risk: The pandemic has caused a short-term psychological impact on the property market, with revenue expected to be affected in the first half of 2021, and the Group will closely monitor and continuously assess its financial and operational impacts[34](index=34&type=chunk) - Foreign Exchange Risk: Major business is conducted in RMB, while the reporting currency is HKD, with RMB borrowings accounting for approximately **65.1%** of total borrowings as of year-end, and no foreign exchange hedging transactions entered into by the Group[35](index=35&type=chunk) [Review of Financial Position](index=9&type=section&id=Review%20of%20Financial%20Position) This section reviews the Group's financial position, highlighting a significant increase in total assets and liabilities, which caused the gearing ratio to surge from 230% to 930% due to substantial borrowings for acquisitions and property development projects Financial Position Overview (as at December 31) | Item | 2020 (thousand HKD) | 2019 (thousand HKD) | | :--- | :--- | :--- | | Non-current assets | 1,851,200 | 862,000 | | Current assets | 2,159,700 | 914,000 | | Current liabilities | 2,101,800 | 788,200 | | Non-current liabilities | 1,701,700 | 593,500 | | Total equity | 207,500 | 394,300 | - The gearing ratio (total interest-bearing borrowings/total equity) significantly increased from approximately **230%** at the end of 2019 to approximately **930%** at the end of 2020, mainly due to substantial interest-bearing borrowings for acquisitions and property development projects[39](index=39&type=chunk) - Contingent liabilities amounted to **HKD 130.6 million** (2019: **HKD 77 thousand**), primarily related to repurchase guarantees provided to banks for mortgage loans obtained by property buyers[42](index=42&type=chunk) - As of year-end, the Group had a total of **126 employees**, a decrease from **135 employees** in 2019[46](index=46&type=chunk) [Outlook](index=10&type=section&id=Outlook) The Group is confident in China's long-term economic development, believing the acquisition of the Zhuhai Doumen land plot will expand revenue sources and enhance competitiveness, while continuing to monitor the pandemic and adjust strategies for stable growth - The Group is confident in the Chinese economy and believes the acquisition of Dewei International (holding the Zhuhai Doumen land plot) will expand the Group's revenue sources, strengthen profitability, and enhance competitiveness[48](index=48&type=chunk) - The Group will continue to achieve stable growth by enhancing internal management capabilities, optimizing operational management models, and continuously upgrading products[48](index=48&type=chunk) [Biographies of Directors and Senior Management](index=10&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section provides detailed personal biographies of the company's executive directors, non-executive directors, independent non-executive directors, and senior management team members, including their age, educational background, professional experience, and appointments within the Group and other companies [Report of the Directors](index=13&type=section&id=Report%20of%20the%20Directors) [Business Review (Analysis of Key Performance Indicators)](index=14&type=section&id=Business%20Review%20%28Analysis%20of%20Key%20Performance%20Indicators%29) This section analyzes the Group's business performance through key financial indicators, noting a deterioration in profitability and liquidity and a significant increase in the gearing ratio in 2020 Key Performance Indicators | Indicator | 2020 | 2019 | | :--- | :--- | :--- | | **Profitability** | | | | Net loss margin | (969.39)% | (642.20)% | | Return on equity | (72.04)% | (43.40)% | | **Shareholder Return** | | | | Loss per share (basic) | (3.13) HK cents | (2.91) HK cents | | **Liquidity and Debt** | | | | Current ratio | 1.03 | 1.16 | | Gearing ratio | 930.3% | 233.3% | [Environmental, Social and Governance](index=15&type=section&id=Environmental%2C%20Social%20and%20Governance) This section outlines the Group's policies and practices regarding Environmental, Social, and Governance (ESG), confirming its commitment to sustainable operations, compliance with environmental regulations, and good stakeholder relationships, with no significant violations reported during the year - The Board is fully responsible for formulating ESG strategies, with the senior management team responsible for management, delegated to various departments for execution[76](index=76&type=chunk) - The Group strictly complies with relevant laws on environmental protection, solid waste disposal, noise, air, and water pollution, with no significant violations during the year[78](index=78&type=chunk) - The Group clarifies anti-corruption policies through employee handbooks and ensures high standards in food safety, customer privacy protection, and supplier management for its hotel business[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk) [Major Customers and Suppliers](index=18&type=section&id=Major%20Customers%20and%20Suppliers) This year, the Group's revenue and procurement concentration were high, with the top five customers contributing over 78.7% of revenue and the top five suppliers accounting for over 39.9% of total purchases - Revenue from the top five customers accounted for over **78.7%** of total revenue, with the largest customer accounting for over **62.3%**[100](index=100&type=chunk) - Purchases from the top five suppliers accounted for over **39.9%** of total purchases, with the largest supplier accounting for over **19.8%**[100](index=100&type=chunk) [Directors' Interests in Competing Businesses](index=19&type=section&id=Directors%27%20Interests%20in%20Competing%20Businesses) The report discloses the interests held by Directors Mr. Yang Lijun and Mr. Wang Juicheng in other companies that may compete with the Group's business, explaining that these businesses are managed by independent teams and the Group operates independently of these private companies - Mr. Yang Lijun holds interests in Yang's Development Limited and Fuhua Investment Holdings Limited, both engaged in property investment and development in China[107](index=107&type=chunk) - Mr. Wang Juicheng serves as a director or senior executive in Liancheng Finance Company Limited (Hong Kong money lending business) and Gaomen Group Company Limited (Hong Kong club, entertainment, and restaurant business)[107](index=107&type=chunk) [Public Float](index=22&type=section&id=Public%20Float) The report confirms that as of March 18, 2021, the company's issued shares maintained a public float of not less than 25%, complying with listing rule requirements - Based on public information and the directors' knowledge, as of March 18, 2021, the Company met the Listing Rules requirement of a public float of not less than **25%**[127](index=127&type=chunk) [Corporate Governance Report](index=23&type=section&id=Corporate%20Governance%20Report) [Compliance with Corporate Governance Code](index=24&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The report states that for the year ended December 31, 2020, the company applied and complied with the principles and provisions of the Corporate Governance Code, with three deviations primarily concerning the Chairman and Chief Executive roles being held by the same person, and some directors being unable to attend general meetings due to the pandemic - Deviation from Code Provision A.2.1: The roles of Chairman and Chief Executive are not separated, with Mr. Yang Lijun appointed as Chief Executive on February 5, 2021, which the Board believes provides strong leadership and efficient decision-making[136](index=136&type=chunk) - Deviations from Code Provisions A.6.7 and E.1.2: Some executive and non-executive directors were unable to attend the general meetings in May and September 2020 due to the COVID-19 pandemic[137](index=137&type=chunk)[147](index=147&type=chunk) [Board Committees](index=28&type=section&id=Board%20Committees) The Board has four committees: Remuneration, Audit, Nomination, and Executive, with each committee chaired by an independent non-executive director to ensure independence and effective oversight, and this section details their composition, terms of reference, and key work in 2020 Directors' Meeting Attendance Record for 2020 | Director Name | Board | Remuneration Committee | Audit Committee | Nomination Committee | AGM | EGM | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Yang Lijun (Chairman) | 8/10 | - | - | - | 0/1 | 0/1 | | Yu Shunhui (Non-executive) | 6/10 | - | - | - | 0/1 | 0/1 | | Wang Juicheng (Non-executive) | 10/10 | - | - | - | 1/1 | 1/1 | | Chan Hoi Ning (Independent Non-executive) | 10/10 | 2/2 | 3/3 | 2/2 | 1/1 | 0/1 | | So Wai Lam (Independent Non-executive) | 9/10 | 2/2 | 3/3 | 2/2 | 1/1 | 0/1 | | Sung Yat Chun (Independent Non-executive) | 8/10 | 2/2 | 3/3 | 2/2 | 0/1 | 1/1 | - The Remuneration Committee, comprising three independent non-executive directors, held two meetings during the year, primarily evaluating executive directors' performance and reviewing remuneration policies and benefits[171](index=171&type=chunk)[172](index=172&type=chunk) - The Audit Committee, comprising three independent non-executive directors, held three meetings during the year, primarily reviewing annual and interim results, accounting policies, considering auditor's remuneration, and reviewing risk management and internal control systems[175](index=175&type=chunk)[176](index=176&type=chunk) - The Nomination Committee, comprising three independent non-executive directors, held two meetings during the year, primarily reviewing Board structure and diversity policy, assessing independent directors' independence, and making recommendations on director appointments[179](index=179&type=chunk)[185](index=185&type=chunk) [Risk Management and Internal Control](index=33&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board confirms its responsibility to ensure the establishment and maintenance of effective risk management and internal control systems, with external audit professionals performing reviews that found no material deficiencies in 2020 - The Board is responsible for ensuring the establishment and maintenance of appropriate risk management and internal control systems, which are designed to manage rather than eliminate risks[197](index=197&type=chunk) - The Company has not established an internal audit department, as the Board believes there is no immediate need given the Group's business scale and nature, with risk management and internal control reviews performed by external professionals[199](index=199&type=chunk) - The 2020 review report on risk management and internal control systems was submitted to the Audit Committee and the Board, finding no material deficiencies, and the Board considers the existing systems effective and adequate[200](index=200&type=chunk) [External Auditor's Remuneration](index=35&type=section&id=External%20Auditor%27s%20Remuneration) This section discloses the service fees paid to the external auditor for the year ended December 31, 2020 External Auditor's Remuneration for 2020 | Service Type | Fees (thousand HKD) | | :--- | :--- | | Audit fees for the Group's auditor | 923 | | Tax services and others | – | | **Total** | **923** | [Independent Auditor's Report](index=38&type=section&id=Independent%20Auditor%27s%20Report) The auditor, Zhongzheng Tianheng Certified Public Accountants Limited, issued an unqualified opinion on the Group's consolidated financial statements for the year ended December 31, 2020, deeming them to present a true and fair view of the Group's financial position, performance, and cash flows, while highlighting seven key audit matters [Key Audit Matters](index=39&type=section&id=Key%20Audit%20Matters) The auditor identified seven matters that were most significant in the audit, involving significant management judgments and estimates, including impairment assessments of various assets, fair value measurements, and accounting for business combinations - Impairment assessment of trade receivables: Involves assessing impairment for total trade receivables of **HKD 92.61 million**, with an impairment loss of **HKD 91.87 million** recognized[234](index=234&type=chunk) - Impairment assessment of property, plant and equipment, right-of-use assets, and licenses: Impairment assessment performed on assets primarily derived from the hotel business[238](index=238&type=chunk)[240](index=240&type=chunk) - Impairment assessment of properties under development: Impairment assessment performed on properties under construction with a carrying amount of approximately **HKD 1.499 billion**[243](index=243&type=chunk)[244](index=244&type=chunk) - Impairment of properties under development for sale: Assessment of net realizable value for properties under development for sale with a carrying amount of **HKD 1.683 billion**[248](index=248&type=chunk)[250](index=250&type=chunk) - Valuation of investment properties: Fair value valuation performed on investment properties with a carrying amount of **HKD 24.13 million**[253](index=253&type=chunk)[255](index=255&type=chunk) - Business combination: Review of accounting treatment for the acquisition of Yiwei International Investment Limited during the year[267](index=267&type=chunk) - Impairment assessment of goodwill: Impairment test performed on goodwill of approximately **HKD 50.29 million** arising from the acquisition[271](index=271&type=chunk)[272](index=272&type=chunk) [Audited Consolidated Financial Statements](index=48&type=section&id=Audited%20Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss](index=49&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) This statement presents the Group's operating results for the 2020 fiscal year, showing total revenue of **HKD 22.36 million** and an annual loss of **HKD 216.8 million**, with **HKD 217.7 million** attributable to owners of the Company Consolidated Statement of Profit or Loss Summary (For the year ended December 31) | Item | 2020 (thousand HKD) | 2019 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 22,360 | 34,466 | | Gross profit | 15,168 | 23,360 | | Loss before tax | (216,593) | (233,773) | | Loss for the year | (216,755) | (221,339) | | Loss attributable to owners of the Company | (217,714) | (202,376) | | Basic loss per share | (3.13) HK cents | (2.91) HK cents | [Consolidated Statement of Financial Position](index=50&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) This statement reflects the Group's financial position as of December 31, 2020, with total assets increasing to **HKD 4.011 billion** and total liabilities to **HKD 3.803 billion**, resulting in a decrease in net assets (total equity) from **HKD 394 million** to **HKD 207 million** Consolidated Statement of Financial Position Summary (as at December 31) | Item | 2020 (thousand HKD) | 2019 (thousand HKD) | | :--- | :--- | :--- | | **Assets** | | | | Total non-current assets | 1,851,243 | 862,032 | | Total current assets | 2,159,710 | 914,024 | | **Total assets** | **4,010,953** | **1,776,056** | | **Liabilities and Equity** | | | | Total current liabilities | 2,101,821 | 788,194 | | Total non-current liabilities | 1,701,665 | 593,544 | | **Total liabilities** | **3,803,486** | **1,381,738** | | **Net assets** | **207,467** | **394,318** | | Equity attributable to owners of the Company | 152,739 | 342,423 | | Non-controlling interests | 54,728 | 51,895 | [Consolidated Statement of Cash Flows](index=53&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This statement summarizes the annual cash inflows and outflows, showing net cash generated from operating activities of **HKD 314 million**, net cash used in investing activities of **HKD 249 million**, and net cash used in financing activities of **HKD 41.47 million**, resulting in a net increase in cash and cash equivalents of **HKD 22.67 million** Consolidated Statement of Cash Flows Summary (For the year ended December 31) | Item | 2020 (thousand HKD) | 2019 (thousand HKD) | | :--- | :--- | :--- | | Net cash generated from/(used in) operating activities | 313,540 | (108,635) | | Net cash used in investing activities | (249,401) | (156,272) | | Net cash (used in)/generated from financing activities | (41,465) | 266,367 | | Net increase in cash and cash equivalents | 22,674 | 1,456 | | Cash and cash equivalents at beginning of year | 56,129 | 54,273 | | **Cash and cash equivalents at end of year** | **82,839** | **56,129** | [Notes to the Consolidated Financial Statements (Selected)](index=55&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements%20%28Selected%29) The notes to the financial statements provide detailed explanations and supplementary information for items in the financial statements, including accounting policies, segment information, details of various assets and liabilities, related party transactions, and risk management Segment Revenue and Loss (2020) | Business Segment | Revenue (thousand HKD) | Segment Loss (thousand HKD) | | :--- | :--- | :--- | | Property Development | 5,136 | (54,550) | | Hotel Business | 13,465 | (60,995) | | Other Businesses | 3,759 | (1,831) | | **Total** | **22,360** | **(117,376)** | - On June 29, 2020, the Group agreed to acquire Yiwei International, indirectly held by Director Mr. Yang Lijun, for a consideration of **HKD 108.6 million**, paid by issuing promissory notes, with the acquisition completed on September 15, resulting in **HKD 50.29 million** of goodwill[633](index=633&type=chunk)[642](index=642&type=chunk) - As of year-end, the Group's contingent liabilities amounted to **HKD 130.6 million**, primarily related to repurchase guarantees provided to banks for mortgage loans to property buyers[658](index=658&type=chunk) - As of year-end, the Group had contracted but unprovided property development expenditures and land acquisition commitments of approximately **HKD 390 million**[659](index=659&type=chunk) [Schedule of Major Properties](index=134&type=section&id=Schedule%20of%20Major%20Properties) This list details specific information on completed properties held for sale and properties under development by the Group as of December 31, 2020, including location, use, site area, saleable gross floor area, and the Group's ownership interest Schedule of Major Properties Under Development (as at December 31, 2020) | Name/Location | Use | Site Area (sq.m.) | Saleable GFA (sq.m.) | Ownership Interest (%) | | :--- | :--- | :--- | :--- | :--- | | Star City Garden | Residential/Commercial | 151,675 | - | 55 | | German Town (Zhuhai Hengqin) | Research/Development | 60,340 | 49,999 | 70 | | Fuyuan Juntin (Chengdu) | Residential/Commercial | 56,707 | 85,102 | 100 | | Fuyuan Plaza (Zhuhai Doumen) | Commercial | 48,653 | 61,654 | 100 | [Five-Year Financial Summary](index=135&type=section&id=Five-Year%20Financial%20Summary) This section provides a summary of the Group's key financial data for five fiscal years from 2016 to 2020, including performance (revenue, loss) and financial position (assets, liabilities, equity), illustrating the Group's financial performance trends in recent years Five-Year Performance Summary (For the year ended December 31) | (thousand HKD) | 2020 | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 22,360 | 34,466 | 18,086 | 30,785 | 88,535 | | Loss before tax | (216,593) | (233,773) | (133,846) | (35,766) | (464,917) | | Loss for the year | (216,755) | (221,339) | (136,180) | (19,757) | (400,405) | Five-Year Assets, Liabilities and Equity Summary (as at December 31) | (thousand HKD) | 2020 | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total assets | 4,010,953 | 1,776,056 | 1,521,264 | 864,664 | 710,301 | | Total liabilities | 3,803,486 | 1,381,738 | 895,550 | 147,436 | 171,136 | | Net assets | 207,467 | 394,318 | 625,714 | 717,228 | 539,165 |