股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00859 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.1 | HKD | | 200,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.1 | HKD | | 200,000,000 | 本月底法定/註冊股本總額： HKD 200,000,000 第 1 頁 共 10 頁 v 1.1.1 FF301 致：香港交易及結算所 ...

Core Viewpoint - The company reported a decline in revenue and net profit for 2024, with a significant increase in losses in Q1 2025, primarily due to rising costs from new projects and increased marketing expenses [1][2]. Financial Performance - In 2024, the company achieved revenue of 304 million yuan, a year-over-year decrease of 0.5%, and a net profit attributable to shareholders of 87 million yuan, down 18% [1]. - The fourth quarter of 2024 saw revenue of 34 million yuan, a year-over-year decline of 8%, with a net loss of 29 million yuan, indicating an increase in losses compared to the previous year [1]. - For Q1 2025, the company reported revenue of 16 million yuan, a decrease of 0.7% year-over-year, and a net loss of 30 million yuan, which is an increase in losses from 12 million yuan in Q1 2024 [1]. Business Segmentation - Revenue from the tourism passenger transport segment was 195 million yuan, up 0.9% year-over-year, with a gross margin of 56.68%, down 3.1 percentage points [2]. - The cableway transportation segment generated 46 million yuan, down 21% year-over-year, with a gross margin of 73.36%, down 4.7 percentage points [2]. - The boat tour segment saw revenue of 44 million yuan, an increase of 31% year-over-year, with a gross margin of 74.09%, up 3.8 percentage points [2]. - The hot spring hotel segment reported revenue of 4 million yuan, down 18% year-over-year, while the travel agency segment also saw revenue of 4 million yuan, down 20% [2]. Profitability and Dividends - The overall gross margin for 2024 was 55.6%, a decrease of 4.4 percentage points year-over-year, with a sales expense ratio of 1.2%, up 0.7 percentage points due to increased marketing activities during the off-peak season [2]. - The net profit margin was 28.5%, down 6.1 percentage points year-over-year [2]. - The company plans to distribute a cash dividend of 3 yuan per 10 shares, totaling 46.5 million yuan, which represents 53.8% of the annual net profit [2]. Shareholding and Control - On September 26, 2024, the company's controlling shareholder, Xinjiang Tianchi Holdings, signed a voting rights entrustment agreement with Xinjiang Cultural Tourism Investment, transferring 23.64% of the company's shares and corresponding voting rights [3]. - Following this agreement, Xinjiang Cultural Tourism Investment will become the controlling shareholder, with the regional state-owned assets supervision and administration commission as the actual controller, which is expected to enhance management efficiency and business development [3]. Future Outlook - The company is positioned as the leading tourism stock in Xinjiang, leveraging the growth in tourist traffic to the Tianshan Tianchi scenic area [3]. - Revenue projections for 2025-2027 are 349 million yuan, 391 million yuan, and 434 million yuan, representing year-over-year growth of 15%, 12%, and 11% respectively [3]. - Expected net profits for the same period are 105 million yuan, 122 million yuan, and 138 million yuan, with growth rates of 21%, 16%, and 14% respectively [3].

Financial Performance - For the fiscal year 2024, the rental income from investment properties in Hong Kong was approximately HKD 32.6 million, a decrease of about 3.6% compared to HKD 33.8 million in fiscal year 2023[16]. - The group's revenue for the fiscal year 2024 was approximately HKD 32.6 million, a decrease of about 3.6% compared to approximately HKD 33.8 million in fiscal year 2023[23]. - The net loss attributable to the company's owners for fiscal year 2024 was approximately HKD 176.7 million, compared to a loss of approximately HKD 72.9 million in fiscal year 2023[31]. - Other income for fiscal year 2024 was approximately HKD 1.3 million, a decrease of about HKD 2.0 million compared to approximately HKD 3.3 million in fiscal year 2023[24]. - Employee costs for fiscal year 2024 were approximately HKD 3.1 million, a reduction of about 22.5% from approximately HKD 4.0 million in fiscal year 2023[25]. - Other operating expenses for fiscal year 2024 were approximately HKD 5.9 million, down about 19.2% from approximately HKD 7.3 million in fiscal year 2023 due to strict cost control measures[26]. - Financial costs for fiscal year 2024 were approximately HKD 50.5 million, an increase of about 16.4% from approximately HKD 43.4 million in fiscal year 2023[28]. - The fair value of the group's investment properties as of December 31, 2024, was revalued at HKD 1,582.1 million, down from HKD 1,731.1 million as of December 31, 2023, resulting in a fair value loss of approximately HKD 149.5 million for the fiscal year 2024[27]. - As of December 31, 2024, the group's cash and bank balances were approximately HKD 16.7 million, a significant decrease from approximately HKD 123.0 million as of December 31, 2023[33]. - The group's net asset value as of December 31, 2024, was approximately HKD 776.7 million, a decrease of about 18.5% from approximately HKD 953.5 million as of December 31, 2023[36]. Operational Performance - The occupancy rate of the investment property portfolio as of December 31, 2024, was approximately 70.6%, down from 84.6% as of December 31, 2023[16]. - The core income source, Jardine Center, accounted for approximately 76.5% of the total revenue for the fiscal year 2024[16]. - The retail sales in Hong Kong decreased by 7.3% compared to the same period in 2023, reflecting the challenging economic environment[12]. - The company expects that measures taken by the central government to stimulate the economy will benefit the retail sector in Hong Kong[12]. - The company continues to assess potential growth opportunities as the tourism and retail sectors recover in Hong Kong[12]. - The company plans to focus on strengthening its core property leasing business in Hong Kong, particularly in Causeway Bay, to maintain long-term competitiveness[17]. Financial Management and Debt - The company is negotiating with financial institutions to extend or restructure loan repayment terms to improve liquidity and financial conditions[13]. - The company received a letter from Hang Seng Bank indicating a breach of financial covenants, stating that the consolidated tangible net worth of the company fell below the minimum requirement of HKD 2,000 million[40]. - The company was required to make a partial repayment of at least HKD 164 million to potentially remedy the breach within one month from the date of the letter[40]. - The company has extended the maturity date of loans totaling approximately HKD 78.4 million to August 15, 2023, under the "pre-approved interest repayment without principal repayment" plan[48]. - The total principal amount of bank loans approved for extension by Hang Seng Bank is approximately HKD 236.0 million, with the maturity date extended to December 27, 2023[53]. - The company provided corporate guarantees to Hang Seng Bank for bank financing amounting to HKD 1,127 million as of December 31, 2024[58]. Corporate Governance - The board of directors has service contracts with an initial term of two years, which can be renewed for an additional year[87]. - The company has adopted the latest corporate governance code and complied with it throughout the reporting period, with one exception regarding attendance at the annual general meeting[133]. - The board consists of 9 members, including 3 executive directors, 3 non-executive directors, and 3 independent non-executive directors[143]. - The company has established three committees: the Remuneration Committee, the Audit Committee, and the Nomination Committee to oversee specific aspects of the group's affairs[164]. - The company has mechanisms in place to ensure the board receives independent viewpoints and opinions, with independent non-executive directors actively participating in meetings[156]. - The company has established a whistleblowing policy and system for employees and other stakeholders to report concerns regarding any misconduct[173]. - The board will review the effectiveness of the risk management and internal control systems at least annually, ensuring adequate resources and training for accounting and financial reporting functions[194]. Risk Management - The group faces significant economic and financial risks due to its primary assets being investment properties in Hong Kong, which are affected by the local economic conditions and property market performance[107]. - The group is closely monitoring and managing interest rate fluctuation risks and may consider using hedging tools when appropriate[108]. - The company has established internal control systems and risk management procedures to monitor significant risks and achieve strategic objectives[107]. - The internal control report for the fiscal year 2024 found no significant internal control issues[192]. Employee Relations - The group employed 5 employees as of December 31, 2024, maintaining competitive compensation and benefits[60]. - The company emphasizes the importance of good corporate governance to protect shareholder interests[132]. - The company has maintained sufficient public float as required by the Hong Kong Stock Exchange throughout the fiscal year 2024[75]. Shareholder Relations - The company has not engaged in any significant investments, acquisitions, or disposals during the reporting period[61]. - The company’s available reserves for distribution to shareholders as of December 31, 2024, are approximately HKD 96,135,000, an increase from approximately HKD 49,602,000 in 2023[76]. - The company maintains ongoing communication with shareholders and stakeholders, encouraging participation in the annual general meeting[196]. - Shareholders can submit written inquiries to the company via email, ensuring their concerns are addressed[200].

Core Viewpoint - The controlling shareholder of the company has changed to Xinjiang Cultural Tourism Investment, with the Xinjiang Autonomous Region State-owned Assets Supervision and Administration Commission becoming the actual controller. The rich industrial resource layout of Xinjiang Cultural Tourism Investment, including several core 5A and 4A scenic spots, hotels, travel agencies, and theaters, aligns well with the company's core business. As the only listed cultural tourism company in Xinjiang, the company is expected to benefit from this change in control, leveraging the resources of the State-owned Assets Supervision and Administration Commission and Xinjiang Cultural Tourism Investment for sustained business development. The company's performance in the performing arts business has begun to gain momentum this year, and it is well-positioned in the low-altitude economy, pending local policy implementation in Xinjiang [1]. Financial Performance - In 2024, the company achieved an operating income of 304 million yuan, a year-on-year decrease of 0.51%, with the fourth quarter generating 34 million yuan, down 7.57% year-on-year. - The net profit attributable to shareholders for 2024 was 87 million yuan, a decline of 18.06%, while the net profit excluding non-recurring items was 86 million yuan, down 18.46%. In the fourth quarter of 2024, the net profit attributable to shareholders was -29 million yuan, an increase of 50.59% year-on-year, with a similar increase of 54.83% for the net profit excluding non-recurring items. - In the first quarter of 2025, the company reported an operating income of 16 million yuan, a decrease of 0.74%, and a net profit attributable to shareholders of -30 million yuan, an increase of 147.22%, with the net profit excluding non-recurring items also at -30 million yuan, up 145.96% [2]. Industry Outlook - In 2024, Xinjiang received 302 million tourists, a year-on-year increase of 14%, with total tourist spending reaching 359.542 billion yuan, up 21%, setting historical highs across various metrics. Cultural tourism has become a new strategic pillar industry for Xinjiang. The company's immersive performance project "Meet Kashgar" and the performance project at the West Sea Grassland scenic area are expected to welcome the first tourism peak during the May Day holiday, facilitating the company's business expansion outside Urumqi [3]. - The Civil Aviation Administration of China has completed the OC certification process over nine months, with EHang Intelligent obtaining OC certificates in Hefei and Guangzhou, potentially marking the beginning of commercial low-altitude manned flight in 2025. The company has established deep cooperation with EHang Intelligent in 2023, and the rich tourism resources and natural geographical advantages in Xinjiang are expected to provide a leading edge for the company's development in the low-altitude economy [4]. Investment Recommendations - The company's cable car business is expected to decline due to maintenance cycles but is projected to return to normal this year. The newly added performance project business may incur initial operating costs, with expected net profits attributable to shareholders of 102 million yuan, 136 million yuan, and 188 million yuan from 2025 to 2027, respectively. The current stock price corresponds to PE ratios of 59X, 44X, and 32X for those years, maintaining a "buy" rating [4].

Financial Performance - For the fiscal year ending December 31, 2024, the total revenue was HKD 32,638,000, a decrease of 3.4% compared to HKD 33,778,000 in the previous year[3]. - The group reported a net loss of HKD 176,743,000 for the year, significantly higher than the loss of HKD 72,864,000 in the previous year, representing an increase of 142.5%[3]. - Total comprehensive loss for the year amounted to HKD 176,849,000, compared to HKD 72,739,000 in the previous year, reflecting a significant increase in overall losses[4]. - The company's basic and diluted loss per share increased to HKD 15.71 from HKD 6.48, reflecting a significant increase in losses per share[4]. - The company reported a loss attributable to equity holders of HKD 176,743,000 for 2024, significantly higher than the loss of HKD 72,864,000 in 2023[26]. - The attributable annual loss to the company's owners for fiscal year 2024 was approximately HKD 176.7 million, compared to a loss of approximately HKD 72.9 million in fiscal year 2023[44]. Asset and Equity Position - The total assets less current liabilities were HKD 795,217,000, down from HKD 972,004,000 in the previous year, showing a decline of 18.2%[6]. - The total equity decreased to HKD 776,685,000 from HKD 953,534,000, a decline of 18.5%, highlighting a reduction in shareholder value[6]. - The net asset value of the group as of December 31, 2024, was approximately HKD 776.7 million, a decrease of about 18.5% from approximately HKD 953.5 million as of December 31, 2023[48]. Cash Flow and Liquidity - The company's cash and cash equivalents decreased to HKD 16,738,000 from HKD 123,047,000, a decline of approximately 86.4%[5]. - Current liabilities exceeded current assets by HKD 787,525,000, compared to HKD 760,612,000 in the previous year, indicating a worsening liquidity position[11]. - The group’s cash and bank balances as of December 31, 2024, were approximately HKD 16.7 million, down from approximately HKD 123.0 million as of December 31, 2023[46]. - The company is focusing on improving its liquidity and financial position while negotiating with financial institutions to extend or restructure loan repayment terms[37]. Investment Properties - The fair value net loss on investment properties was HKD 149,451,000, compared to a loss of HKD 50,400,000 in the previous year, indicating a deterioration in property performance[3]. - The group’s non-current assets included investment properties valued at HKD 1,582,100,000, down from HKD 1,731,100,000, indicating a decrease of 8.7%[5]. - The total valuation of the investment properties as of December 31, 2024, was HKD 1,582.1 million, a decrease from HKD 1,731.1 million as of December 31, 2023[36]. - The fair value loss of investment properties for fiscal year 2024 was approximately HKD 149.5 million, compared to HKD 50.4 million in fiscal year 2023[36]. - The occupancy rate of the investment properties as of December 31, 2024, was approximately 70.6%, down from 84.6% as of December 31, 2023[32]. Revenue and Income - Total rental income from investment properties in Hong Kong for 2024 was HKD 32,638,000, a decrease of 3.37% from HKD 33,778,000 in 2023[17]. - Total other income for 2024 was HKD 1,251,000, down 62.39% from HKD 3,326,000 in 2023[21]. - The company's rental income for the fiscal year 2024 was approximately HKD 32.6 million, a decrease of about 3.6% compared to HKD 33.8 million in fiscal year 2023[32]. - The rental income from the core property, Jardine Center, accounted for approximately 76.5% of the total revenue in fiscal year 2024[32]. Cost Management - Operating business loss for 2024 was HKD 30,011,000, compared to a loss of HKD 31,025,000 in 2023, indicating a slight improvement[22]. - Financial costs increased to HKD 50,510,000 in 2024 from HKD 43,428,000 in 2023, representing a rise of 16.5%[23]. - Employee costs for fiscal year 2024 were approximately HKD 3.1 million, a reduction of about 22.5% from approximately HKD 4.0 million in fiscal year 2023[40]. - Other operating expenses for fiscal year 2024 were approximately HKD 5.9 million, down about 19.2% from approximately HKD 7.3 million in fiscal year 2023 due to strict cost control measures[41]. - The company implemented strict cost control measures, maintaining the operating cost ratio at 27.6% in fiscal year 2024, down from 33.2% in fiscal year 2023[34]. Corporate Governance and Compliance - The company has complied with the corporate governance code throughout the reporting period, with one exception regarding the attendance of an independent non-executive director at the annual general meeting[70]. - The audit committee reviewed the accounting standards and financial reporting matters for the fiscal year 2024[74]. - The company did not recommend any dividend for the year ended December 31, 2024, consistent with 2023[25]. - The board does not recommend the payment of any dividends for fiscal year 2024, consistent with fiscal year 2023[50]. Borrowings and Financial Obligations - As of December 31, 2024, the group had outstanding bank and other borrowings of approximately HKD 792.0 million, a decrease from approximately HKD 870.9 million as of December 31, 2023[46]. - The total principal amount of approximately HKD 770.8 million was extended to December 31, 2024[62]. - The borrowers must make a total principal repayment of HKD 100.0 million by December 29, 2023[64]. - The group has pledged assets totaling HKD 1,582.1 million as collateral for bank borrowings[71]. Employee and Operational Information - The group employed 5 employees as of December 31, 2024, maintaining the same number as December 31, 2023[67]. - There were no significant investments, acquisitions, or disposals during the reporting period[68]. - No major contingent liabilities were reported as of December 31, 2024[66].

Zhongchang International Holdings Group Limited 中 昌 國 際 控 股 集 團 有 限 公 司 ( 於百慕達註冊成立之有限公司 ) 股份代號： 859 中期報告 公司資料 董事會 執行董事 陳志偉先生（主席） 顧嘉莉女士（行政總裁） 唐倫飛先生 非執行董事 黃強博士 王志强先生 于丹女士 獨立非執行董事 劉懷鏡先生 劉欣先生 葉棣謙先生 委員會 審核委員會 葉棣謙先生（主席） 劉欣先生 于丹女士 提名委員會 陳志偉先生（主席） 劉懷鏡先生 劉欣先生 薪酬委員會 劉欣先生（主席） 王志强先生 葉棣謙先生 授權代表 陳志偉先生 趙學亷先生 公司秘書 趙學亷先生 核數師 安永會計師事務所 執業會計師 香港主要營業地點 香港 銅鑼灣 勿地臣街1號 時代廣場2座 1711室 註冊辦事處 Clarendon House 2 Church Street Hamilton HM 11 Bermuda 主要往來銀行 （按英文字母順序排列） 上海銀行股份有限公司 中國建設銀行（亞洲）股份有限公司 恒生銀行有限公司 南洋商業銀行（中國）有限公司 上海浦東發展銀行股份有限公司香港分行 ...

Financial Performance - For the six months ended June 30, 2024, the company reported a loss of HKD 26,329,000 compared to a loss of HKD 22,136,000 for the same period in 2023, representing an increase in loss of approximately 18.5%[1] - Revenue for the six months ended June 30, 2024, was HKD 16,863,000, a slight increase of 2.9% from HKD 16,382,000 in the prior year[1] - The company experienced a net loss from fair value of investment properties of HKD 12,016,000, an improvement from a loss of HKD 13,000,000 in the previous period[1] - The company's operating profit for the period was HKD 1,832,000, a significant recovery from an operating loss of HKD 1,982,000 in the same period last year[1] - Total comprehensive loss for the period was HKD 26,365,000, compared to HKD 21,038,000 in the previous year, indicating a 25.9% increase in comprehensive loss[2] - The company reported a basic and diluted loss per share of HKD 2.34 for the period, compared to HKD 1.97 in the prior year, reflecting a 18.7% increase in loss per share[2] - The group reported a loss attributable to equity holders of HKD 26,329,000 for the six months ended June 30, 2024, compared to a loss of HKD 22,136,000 for the same period in 2023, representing an increase in loss of approximately 14.4%[17] Assets and Liabilities - As of June 30, 2024, total assets less current liabilities amounted to HKD 945,282,000, a decrease from HKD 972,004,000 as of December 31, 2023[4] - Current liabilities exceeded current assets by HKD 775,189,000, compared to HKD 760,612,000 as of December 31, 2023, showing a worsening liquidity position[7] - The company's cash and cash equivalents significantly decreased to HKD 15,135,000 from HKD 123,047,000 at the end of the previous year, indicating a decline of approximately 87.8%[3] - The company reported a decrease in bank and other borrowings to HKD 776,884,000 as of June 30, 2024, from HKD 870,857,000 as of December 31, 2023[27] - The group's unaudited net asset value was approximately HKD 927.2 million as of June 30, 2024, a decrease of about 2.8% from approximately HKD 953.5 million as of December 31, 2023[51] Income and Expenses - Total employee costs for the six months ended June 30, 2024, were HKD 1,498,000, compared to HKD 2,099,000 for the same period in 2023, indicating a decrease of about 28.7%[12] - The group recorded bank interest income of HKD 265,000 for the six months ended June 30, 2024, down from HKD 578,000 in the same period of 2023, reflecting a decline of approximately 54.1%[11] - The group’s financial costs, including bank and other borrowing interest, amounted to HKD 25,738,000 for the six months ended June 30, 2024, compared to HKD 18,576,000 for the same period in 2023, representing an increase of approximately 38.2%[12] - The group’s deferred tax expense for the six months ended June 30, 2024, was HKD 2,366,000, compared to HKD 1,488,000 for the same period in 2023, indicating an increase of about 59%[13] - Other income for the interim period was approximately HKD 1.1 million, up from approximately HKD 0.9 million for the six months ended June 30, 2023, primarily due to the refund of management fees for the Jardine Center[43] Rental Income and Properties - The total rental income from investment properties was HKD (16,863,000) for the six months ended June 30, 2024, compared to HKD (16,382,000) for the same period in 2023, showing an increase in rental income loss of about 2.9%[12] - The group's rental income from investment properties for the six months ended June 30, 2023, was approximately HKD 16.9 million, compared to HKD 16.4 million for the same period last year, reflecting a 2.9% increase[31] - The Jardine Center's rental income decreased by 4.2% to HKD 12.978 million for the six months ended June 30, 2024, compared to HKD 13.541 million for the same period last year[32] - The rental income from the property at 38 Jardine Street increased significantly by 1,475.4% to HKD 961,000 for the six months ended June 30, 2024, compared to HKD 61,000 for the same period last year[32] - The occupancy rate of the group's investment property portfolio as of June 30, 2024, was approximately 82.3%, down from 84.6% as of December 31, 2023[31] Financial Strategy and Outlook - The company believes it has sufficient resources to continue operating for at least the next 12 months due to the intention of its controlling shareholder to provide ongoing financial support[7] - The group is focusing on improving liquidity and financial conditions, negotiating with financial institutions to extend or restructure loan repayment schedules[41] - The group plans to enhance operational flexibility to navigate the challenging economic environment expected to persist into the second half of 2024[41] - The group is committed to prudent capital management and liquidity risk management to maintain sufficient buffer funds for future challenges[41] - The group continues to focus on its core property leasing business amid ongoing uncertainties[41] Dividends and Shareholder Relations - The group did not recommend any interim dividend for the six months ended June 30, 2024, consistent with the previous period[15] - The company expresses gratitude to shareholders and business partners for their support over the past six months[65] Market Conditions - The retail market in Hong Kong experienced a 6.6% decline in sales in the first half of 2024 compared to the same period in 2023, influenced by low consumer sentiment and competition from nearby malls[30] - The geopolitical and economic uncertainties have led to rental reductions for some tenants at Jardine Center, although this was offset by increased rental income from the property at 38 Jardine Street[42]

Financial Performance - For the fiscal year 2023, the rental income from the group's investment properties in Hong Kong was approximately HKD 33.8 million, an increase of about 0.3% compared to HKD 33.7 million in fiscal year 2022[15]. - Total revenue for the fiscal year 2023 was approximately HKD 33.8 million, a slight increase of about 0.3% compared to HKD 33.7 million in fiscal year 2022[27]. - Other income for fiscal year 2023 was approximately HKD 3.3 million, up from HKD 1.1 million in fiscal year 2022, marking an increase of about HKD 2.2 million[28]. - The attributable annual loss for the fiscal year 2023 was approximately HKD 72.9 million, compared to a loss of about HKD 63.4 million in fiscal year 2022[39]. - The group's investment properties were revalued at HKD 1,731.1 million as of December 31, 2023, down from HKD 1,781.5 million in 2022, reflecting a fair value loss of HKD 50.4 million for the fiscal year 2023[35]. Operating Costs and Efficiency - The operating cost ratio for the fiscal year 2023 was 33.2%, significantly improved from 73.6% in the previous fiscal year[16]. - Employee costs decreased to approximately HKD 4.0 million in fiscal year 2023, down about 23.1% from HKD 5.2 million in fiscal year 2022[29]. - Other operating expenses were approximately HKD 7.3 million in fiscal year 2023, a significant reduction of about 62.8% from HKD 19.6 million in fiscal year 2022[32]. - Financial costs increased to approximately HKD 43.4 million in fiscal year 2023, a rise of about 96.4% from HKD 22.1 million in fiscal year 2022, primarily due to higher bank borrowing rates[36]. - The group implemented strict cost control measures in fiscal year 2023 to address economic challenges, resulting in reduced operating costs[32]. Market Conditions and Outlook - The occupancy rate of the investment property portfolio as of December 31, 2023, was approximately 84.6%, down from 89.7% as of December 31, 2022, primarily due to a weak overall market[15]. - The external environment remains challenging, with geopolitical tensions and a tightening financial environment impacting Hong Kong's economic recovery[10]. - The group maintains a cautious outlook for fiscal year 2024, focusing on optimizing its diverse merchant portfolio and strengthening tenant relationships[11]. - The group believes that the recovery of the tourism industry and government initiatives to promote large-scale events will increase visitor numbers to Hong Kong[10]. Financial Position and Debt - The group had outstanding bank and other borrowings of approximately HKD 870.9 million as of December 31, 2023, an increase from HKD 790.5 million in 2022[40]. - The group's debt-to-asset ratio as of December 31, 2023, was approximately 48.7%, up from 44.6% on December 31, 2022[41]. - The current ratio improved to approximately 0.14 as of December 31, 2023, compared to 0.08 on December 31, 2022, primarily due to the increase in cash and bank balances[41]. - The group's net current liabilities were approximately HKD 760.6 million as of December 31, 2023, compared to HKD 738.2 million on December 31, 2022[41]. - The net asset value of the group was approximately HKD 953.5 million as of December 31, 2023, a decrease of about 7.1% from HKD 1,026.3 million on December 31, 2022[43]. Corporate Governance - The company is committed to good corporate governance practices to protect shareholder interests, which is crucial for the group's success[142]. - The board consists of nine directors, including three executive directors, three non-executive directors, and three independent non-executive directors, with independent directors making up over one-third of the board[153]. - The company has established internal control systems and risk management procedures to monitor significant risks[118]. - The board has not established any corporate governance committee, and it is responsible for executing corporate governance functions[152]. - The company has adopted a board diversity policy since September 2013, recognizing the benefits of diverse perspectives[192]. Management and Employees - The company employed 5 employees as of December 31, 2023, down from 8 employees the previous year[65]. - The board of directors includes experienced members with over 17 years in investment and research, enhancing the company's strategic decision-making[127]. - 顾女士 appointed as CEO effective January 15, 2021, with over 24 years of experience in management and finance[128]. - The company encourages all directors to participate in training courses related to the business and regulatory environment, with costs covered by the company[169]. - The top five highest-paid employees' annual compensation details are as follows: 2 employees in the range of HKD 200,001 to 500,000, 2 employees in the range of HKD 500,001 to 1,000,000, and 1 employee in the range of HKD 1,000,001 to 1,500,000[174]. Shareholder Information - The board did not recommend any dividend payment for the fiscal year 2023, consistent with the previous fiscal year[45]. - The company's major assets are investment properties in Hong Kong, which directly contribute to its revenue and operational performance[118]. - The company has maintained sufficient public float as required by the Hong Kong Stock Exchange throughout the fiscal year 2023[81]. - As of December 31, 2023, China Cinda (Hong Kong) holds 843,585,747 shares, representing 74.98% of the issued share capital[109]. - Bonds & Sons Holdings Limited, along with its controlled entities, holds 111,642,295 shares, accounting for 9.93% of the issued share capital[109].

Financial Performance - Total revenue for the fiscal year 2023 was HKD 33,778,000, slightly up from HKD 33,678,000 in 2022, representing a year-on-year increase of 0.3%[2] - Other income increased significantly to HKD 3,326,000 in 2023 from HKD 1,097,000 in 2022, marking a growth of 203.5%[2] - The operating loss for the year was HKD 25,485,000, an improvement from a loss of HKD 37,182,000 in the previous year, indicating a reduction in losses by 31.3%[2] - The total comprehensive loss for the year amounted to HKD 72,739,000, compared to HKD 52,135,000 in 2022, reflecting an increase in losses of 39.4%[3] - Basic and diluted loss per share was HKD 6.48, worsening from HKD 5.63 in the previous year, which is an increase of 15.1%[3] - The group reported a net loss from fair value of investment properties of HKD 50,400,000 in 2023, compared to HKD 45,800,000 in 2022, indicating a worsening of approximately 11.5%[6] - The loss attributable to the company's owners for fiscal year 2023 was approximately HKD 72.9 million, compared to a loss of approximately HKD 63.4 million in fiscal year 2022, mainly due to a fair value loss of investment properties of about HKD 50.4 million and financing costs of approximately HKD 43.4 million[64] Assets and Liabilities - Non-current assets decreased to HKD 1,732,616,000 in 2023 from HKD 1,783,991,000 in 2022, a decline of 2.9%[5] - Current liabilities rose to HKD 886,633,000 in 2023 from HKD 805,931,000 in 2022, an increase of 10.0%[7] - The net asset value decreased to HKD 953,534,000 in 2023 from HKD 1,026,273,000 in 2022, a decline of 7.1%[7] - The debt-to-asset ratio as of December 31, 2023, was approximately 48.7%, compared to 44.6% as of December 31, 2022[68] - The group’s net current liabilities as of December 31, 2023, were approximately HKD 760.6 million, slightly up from approximately HKD 738.2 million as of December 31, 2022[68] Cash Flow and Financing - Cash and cash equivalents increased significantly to HKD 123,047,000 in 2023 from HKD 63,268,000 in 2022, representing a growth of 94.7%[5] - As of December 31, 2023, the group had outstanding bank and other borrowings of approximately HKD 870.9 million, an increase from approximately HKD 790.5 million as of December 31, 2022[65] - The group held cash and bank balances of approximately HKD 123.0 million as of December 31, 2023, up from approximately HKD 63.3 million as of December 31, 2022, primarily due to a loan of HKD 100 million provided by the controlling shareholder[66] - The group has a loan agreement with its controlling shareholder, providing a credit facility of up to HKD 130 million at an annual interest rate of 12%[65] Operational Highlights - The group has a single business operation focused on leasing investment properties in Hong Kong, with no segment analysis presented[27] - The occupancy rate of the investment property portfolio as of December 31, 2023, was approximately 84.6%, down from 89.7% as of December 31, 2022, indicating a decline due to weak market conditions[46] - The average rental adjustment rate for renewals and new leases remained similar to the previous year, indicating stability in rental pricing despite market challenges[46] - The total rental income from investment properties in Hong Kong for 2023 was HKD 33,778,000, compared to HKD 33,678,000 in 2022, reflecting a slight increase[24] Employee and Operational Costs - Total employee costs decreased to HKD 3,956,000 in 2023 from HKD 5,155,000 in 2022, representing a reduction of approximately 23.3%[6] - Other operating expenses were approximately 7.3 million HKD in fiscal year 2023, a reduction of about 62.8% from 19.6 million HKD in fiscal year 2022[60] - Employee costs decreased by approximately 23.1% to about 4.0 million HKD in fiscal year 2023 from 5.2 million HKD in fiscal year 2022[59] Governance and Compliance - The company has adopted the latest corporate governance code and complied with it throughout the reporting period[92] - The company has adopted the standard code of conduct for securities trading by directors as per the listing rules, confirming full compliance by all directors during the reporting period[93] - The audit committee consists of two independent non-executive directors and one non-executive director, who reviewed the accounting standards, risk management, and financial reporting matters[95] Future Outlook - The company remains cautious about its performance outlook for 2024 due to ongoing external pressures on the Hong Kong economy[55] - The company plans to continue optimizing its diverse tenant mix and strengthen relationships with tenants to capture potential growth opportunities during the recovery of the tourism and retail sectors in Hong Kong[55]

Financial Performance - For the six months ended June 30, 2023, the group's rental income from investment properties was approximately HKD 16.4 million, a decrease from HKD 17.6 million for the same period in 2022, reflecting a decline of 7.1%[6] - The group reported revenue of approximately HKD 16.4 million for the interim period, a decrease of about 6.8% compared to approximately HKD 17.6 million in the same period last year[25] - Revenue for the six months ended June 30, 2023, was HKD 16,382,000, a decrease of 7.05% compared to HKD 17,625,000 for the same period in 2022[73] - Other income for the interim period was approximately HKD 0.9 million, an increase from HKD 0.3 million in the same period last year, primarily due to increased bank interest income and miscellaneous income from forfeited rental deposits and prepaid rents[26] - The loss attributable to owners of the company for the interim period was approximately HKD 22.1 million, compared to a loss of approximately HKD 28.9 million in the same period last year, mainly due to the fair value loss of investment properties and incurred financial costs[34] - Total comprehensive loss for the period was HKD 21,038,000, compared to HKD 23,104,000 in the previous year, indicating a 8.95% reduction[73] Investment Properties - The total valuation of the group's investment properties was HKD 1,768.5 million as of June 30, 2023, down from HKD 1,781.5 million as of December 31, 2022, indicating a decrease of HKD 13 million[8] - The fair value loss of investment properties during the interim period was HKD 13 million, compared to a loss of HKD 24.4 million for the six months ended June 30, 2022[8] - The fair value net loss of investment properties was HKD 13.0 million for the interim period, attributed to challenges from the macroeconomic environment, with the total fair value of investment properties at HKD 1,768.5 million as of June 30, 2023[32] - The group has not made any changes to the valuation methods for investment properties during the interim period[112] Economic Environment - The Hong Kong economy showed signs of recovery, with GDP growth of 1.5% in Q2 2023, following a 2.9% increase in Q1 2023, driven by private consumption and service trade[5] - The group anticipates that the business environment in Hong Kong will remain challenging due to external demand pressures and low GDP growth[22] - The group has faced challenges due to macroeconomic conditions, impacting the fair value of its investment properties[8] Financial Management - The group is focusing on its core property leasing business while managing liquidity and financial conditions prudently[22] - The group is negotiating with financial institutions to extend or restructure loan repayment schedules[22] - The group plans to sell certain assets to raise additional cash[22] - The group made a partial repayment of HKD 100 million to Hang Seng Bank as part of the new waiver conditions on October 29, 2021[15] - Hang Seng Bank approved the extension of the maturity date for bank loans totaling approximately HKD 78.4 million from February 15, 2023, to August 15, 2023[16] - The group has been granted a waiver from default conditions by Hang Seng Bank, contingent upon meeting specific repayment and legal fee obligations[15] Employee and Operating Costs - Employee costs for the interim period were approximately HKD 2.1 million, a decrease of about 19.2% from approximately HKD 2.6 million in the same period last year, mainly due to a reduction in the number of employees[27] - Other operating expenses for the interim period were approximately HKD 3.7 million, a decrease of about 60.2% from approximately HKD 9.3 million in the same period last year[28] - The total employee costs decreased to HKD 2,099,000 for the six months ended June 30, 2023, down from HKD 2,646,000 in the same period of 2022, representing a reduction of approximately 20.7%[99] Shareholder Information - Major shareholder China Cinda (Hong Kong) Asset Management Co., Ltd. holds 843,585,747 shares, representing 74.98% of the issued share capital as of June 30, 2023[55] - The company has 1,125,027,072 shares of common stock issued as of June 30, 2023[59] - The company did not recommend any interim dividend for the period, consistent with the previous year[40] Financial Position - As of June 30, 2023, the group had outstanding bank borrowings of approximately HKD 777.8 million, a decrease from approximately HKD 790.5 million as of December 31, 2022, primarily due to repayments made during the interim period[35] - The group’s net current liabilities were approximately HKD 745.9 million as of June 30, 2023, compared to approximately HKD 738.2 million as of December 31, 2022, mainly due to bank borrowings due within one year[36] - The group reported a net loss from operating activities of HKD 15,090,000 for the six months ended June 30, 2023, compared to a loss of HKD 16,719,000 for the same period in 2022, representing a decrease of approximately 9.7%[99] Taxation and Compliance - The estimated taxable profit in Hong Kong was calculated at a tax rate of 16.5% for the period, with a provision of HKD 1,640,000 for the current period[102] - The company has complied with the corporate governance code throughout the interim period[69] - All directors confirmed compliance with the standard code of conduct for securities trading during the interim period[70]