香港交易及結算所有限公司以及香港聯合交易所有限公司對本公佈之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不會就因本公佈全部 或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 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） 截至二零二二年十二月三十一日止年度 全年業績公佈 中昌國際控股集團有限公司（「本公司」）之董事（「董事」）會（「董事會」）謹此宣佈 本公司及其附屬公司（「本集團」）截至二零二二年十二月三十一日止年度（「報告期 間」或「二零二二財政年度」）之業績，其連同截至二零二一年十二月三十一日止年 度（「二零二一財政年度」）之比較數字載列如下： 綜合損益及其他全面收入表 截至十二月三十一日止年度 二零二二年 二零二一年 附註 千港元 千港元 持續經營業務 收益 3 33,678 36,594 其他收入淨額 5 1,097 433 投資物業之公平值淨虧損 (45,800) (35,700) 僱員成本 6 (5,155) ( ...

Financial Performance - The group's rental income from investment properties for the six months ended June 30, 2022, was approximately HKD 17.6 million, a decrease from HKD 18.3 million for the same period in 2021, reflecting the impact of COVID-19[5]. - The group's revenue for the interim period was approximately HKD 17.6 million, a decrease of about 3.8% compared to approximately HKD 18.3 million in the same period last year[15]. - Other income for the interim period was approximately HKD 0.3 million, a significant decrease from approximately HKD 3.5 million in the same period last year, primarily due to the absence of foreign exchange gains[16]. - The group recorded a loss of approximately HKD 4.3 million from its associate, Yitai International, during the interim period, compared to a profit of approximately HKD 48.4 million for the same period in 2021[12]. - The group reported a loss from continuing operations of approximately HKD 29.0 million, compared to a loss of approximately HKD 20.8 million in the same period last year[27]. - The company reported a loss attributable to equity holders of HKD 28,974,000 for the six months ended June 30, 2022, compared to a loss of HKD 20,754,000 for the same period in 2021[114]. - The company incurred finance costs of HKD 7,151 million for the six months ended June 30, 2022, a decrease from HKD 10,171 million in the same period of 2021[70]. - The group reported a net other income of HKD 274,000 for the six months ended June 30, 2022, a decrease of 92.3% compared to HKD 3,538,000 for the same period in 2021[98]. Investment Properties - The total valuation of the group's investment properties as of June 30, 2022, was HKD 1,802.9 million, down from HKD 1,827.3 million as of December 31, 2021, resulting in a fair value loss of HKD 24.4 million during the period[5]. - The fair value loss of investment properties was primarily due to the ongoing impact of COVID-19 on the overall market sentiment in Hong Kong[5]. - The group did not recognize any revenue from the Jinhua project during the interim period, despite the project being fully developed[11]. - The group recognized government subsidies of approximately HKD 56,000 related to COVID-19 support during the interim period[98]. - The group’s investment properties are valued based on the income capitalization method, considering comparable rental and sales transactions in similar locations[119]. Financial Position - As of June 30, 2022, the group had outstanding bank borrowings of approximately HKD 837.3 million, a decrease from approximately HKD 857.8 million as of December 31, 2021[30]. - The group's net asset value as of June 30, 2022, was approximately HKD 1,055.2 million, a decrease of about 2.2% from approximately HKD 1,078.4 million as of December 31, 2021[32]. - The company’s total equity as of June 30, 2022, was HKD 1,055,189 million, down from HKD 1,078,392 million as of December 31, 2021[71]. - The total liabilities decreased to HKD 1,073,681,000 as of June 30, 2022, from HKD 1,347,338,000 as of December 31, 2021[129]. - The company's current assets decreased to HKD 486,811,000 as of June 30, 2022, from HKD 734,575,000 as of December 31, 2021[129]. - The company maintained a current ratio of approximately 0.14 as of June 30, 2022, compared to approximately 0.16 as of December 31, 2021[30]. Employee and Operating Expenses - Employee costs for the interim period were approximately HKD 2.6 million, a reduction of about 39.5% from approximately HKD 4.3 million in the same period last year[17]. - Other operating expenses increased by 29.2% to approximately HKD 9.3 million from approximately HKD 7.2 million in the same period last year[18]. - Total employee costs amounted to HKD 2,646,000 for the six months ended June 30, 2022, down 38% from HKD 4,262,000 in the previous year[99]. Shareholder Information - Major shareholders include China Cinda (Hong Kong) Asset Management Co., Ltd. holding approximately 74.98% of the issued share capital[50]. - The company reported a total of 843,585,747 shares, with significant ownership by China Cinda Asset Management Co., Ltd. which holds 100% of China Cinda (Hong Kong) Holdings Limited[53]. - The total number of shares that can be issued under the share option plan is capped at 30% of the issued shares[44]. - No share options were outstanding under the share option plan as of June 30, 2022[46]. Debt and Financing - The company has a loan agreement with Hang Seng Bank for a principal amount of HKD 570 million, with additional agreements totaling HKD 212 million and HKD 75 million from its subsidiaries[55][56]. - The total principal amount of bank loans extended by Hang Seng Bank is approximately HKD 784 million[178]. - A partial principal repayment of HKD 35 million was made on August 15, 2022[178]. - Monthly interest payments on the loan principal of approximately HKD 784 million are required from August 15, 2022, to February 15, 2023[178]. - The remaining total principal of approximately HKD 7,220 million must be repaid monthly, including both principal and interest[178]. Corporate Governance - The company has adopted the latest corporate governance code as per the listing rules and has complied throughout the reporting period[62]. - There were no changes in director information that required disclosure under the listing rules during the reporting period[61]. - The audit committee, consisting of independent non-executive directors, reviewed the interim financial statements for the six months ending June 30, 2022[65]. Market Conditions - The overall retail market in Hong Kong showed signs of improvement in the second quarter of 2022, with a slight year-on-year decline of 1.3% in GDP following a contraction of 3.9% in the first quarter[4]. - The group aims to strengthen its core property leasing business in Hong Kong, particularly in Causeway Bay, to ensure long-term competitiveness[8].

Economic Environment - In 2021, the company's operating environment in Hong Kong remained challenging due to COVID-19, with visitor numbers dropping approximately 97.4% to around 91,398[12] - The GDP of Hong Kong grew by 6.4% year-on-year in 2021, indicating a moderate recovery despite ongoing pandemic impacts[12] - The overall economic outlook for 2022 remains uncertain due to the emergence of the Omicron variant and ongoing COVID-19 restrictions[12] - The Chinese economy grew by 8.1% in 2021, but the real estate sector faced significant challenges due to tightening regulations[11] Company Strategy and Operations - The company completed the sale of its property development business in China on September 26, 2021, marking a strategic shift in its operations[8] - The company aims to maintain stable growth and strengthen its financial position amidst ongoing uncertainties in the market[12] - The company plans to optimize its diverse tenant portfolio and strengthen relationships with tenants to enhance business resilience[12] - The company believes it holds a competitive advantage due to its investment properties located in the prime shopping area of Causeway Bay, Hong Kong[12] - The company's core business will continue to focus on steady performance and sustainable development strategies[12] - The group focused on enhancing the resilience of its core property leasing business in Hong Kong, particularly in Causeway Bay, to ensure long-term competitiveness[17] - The group has exited the property development business following the sale of Shanghai Yuexin, indicating a strategic shift in focus[27] Financial Performance - The rental income from the group's Hong Kong investment properties for the fiscal year 2021 was approximately HKD 36.6 million, a slight decrease of about 1.1% compared to HKD 37.0 million in the fiscal year 2020[16] - The total revenue for the fiscal year 2021 was approximately HKD 36.6 million, a slight decrease of about 1.1% compared to approximately HKD 37.0 million in the fiscal year 2020[45] - The rental income from the core asset, Jardine Center, accounted for approximately 82.1% of the group's total revenue for the fiscal year 2021[16] - The occupancy rate of the investment property portfolio reached approximately 94.7% as of December 31, 2021, up from 90.7% as of December 31, 2020[17] - The fair value of the group's investment properties was revalued at HKD 1,827.3 million as of December 31, 2021, down from HKD 1,863.0 million as of December 31, 2020, reflecting a fair value loss of HKD 35.7 million for the fiscal year 2021[24] - The group pre-sold 238 residential units out of a total of 1,132 units in the Zhenjiang project, generating proceeds of approximately RMB 283.2 million (approximately HKD 341.3 million) as of September 25, 2021[28] - The book value of the Zhenjiang project was approximately RMB 552.0 million (approximately HKD 665.3 million) as of September 25, 2021, compared to RMB 507.4 million (approximately HKD 602.9 million) as of December 31, 2020[28] - The company has pre-sold all residential units and a significant number of parking spaces, offices, and retail stores in the Jinhua project, confirming revenue of approximately RMB 979.9 million for the fiscal year 2021[41] - The company’s joint venture, Yitai, recorded a loss of approximately HKD 254.6 million in the fiscal year 2021, compared to a loss of approximately HKD 134.7 million in the fiscal year 2020[42] - The group recorded a one-time gain of approximately HKD 415.0 million from the sale of a subsidiary in fiscal year 2021, compared to HKD 8.4 million from a previous sale in fiscal year 2020[54] - The net profit attributable to the company's owners for fiscal year 2021 was approximately HKD 246.3 million, compared to a net loss of HKD 181.1 million in fiscal year 2020[57] Financial Position and Liabilities - As of December 31, 2021, the group had outstanding bank and other borrowings of approximately HKD 857.8 million, down from HKD 1,604.8 million as of December 31, 2020[62] - As of December 31, 2021, the company's debt-to-asset ratio was approximately 45.3%, a decrease from 71.3% on December 31, 2020[63] - The net current liabilities as of December 31, 2021, were approximately HKD 732.3 million, down from HKD 1,019.1 million on December 31, 2020[63] - The net asset value of the group as of December 31, 2021, was approximately HKD 1,078.4 million, an increase of about 29.2% from HKD 834.7 million on December 31, 2020[64] - The current ratio as of December 31, 2021, was approximately 0.16, compared to 0.5 on December 31, 2020[63] - The company did not recommend any dividend payment for the fiscal year 2021, consistent with the previous fiscal year[68] - The company provided corporate guarantees amounting to HKD 1,127 million as of December 31, 2021, unchanged from the previous year[69] - The group had pledged assets with a total book value of HKD 1,827.3 million as of December 31, 2021, as collateral for bank loans[70] Employee and Operational Costs - Employee costs for fiscal year 2021 were approximately HKD 7.8 million, down about 31.0% from HKD 11.3 million in fiscal year 2020[47] - Other operating expenses for fiscal year 2021 were approximately HKD 14.7 million, a decrease of about 28.3% from HKD 20.5 million in fiscal year 2020[48] - The company employed 10 employees as of December 31, 2021, a decrease from 39 employees the previous year[74] Corporate Governance - The company has adopted the latest revised corporate governance code effective from January 1, 2021, ensuring compliance throughout the reporting period[150] - The board is responsible for leading and monitoring the company, making strategic decisions, and overseeing financial and operational performance[151] - The company has not established a separate corporate governance committee; the board executes corporate governance functions directly[152] - The board of directors consisted of 10 members during the reporting period, including 4 executive directors, 2 non-executive directors, and 4 independent non-executive directors[155] - The board held a total of 4 regular meetings and 5 additional meetings during the reporting period[159] - Attendance at board meetings was high, with the chairman attending 4 out of 4 regular meetings and 5 out of 5 additional meetings[160] - The company complied with listing rules requiring at least three independent non-executive directors, maintaining this composition throughout the reporting period[156] - Three directors were re-elected at the annual general meeting held on June 21, 2021, in accordance with company bylaws[163] - The company appointed four new directors, who were all willing to stand for re-election at the same annual general meeting[164] Risk Management - The group has established and maintained an internal control system and risk management procedures to monitor significant risks[124] - The group has not faced any significant violations of applicable laws and regulations that would materially impact its business and operations during the reporting period[130] - The group plans to continue expanding into different regional markets to reduce reliance on specific markets[124] - The group will closely monitor and manage interest rate fluctuation risks and may consider using interest rate hedging instruments when appropriate[125] Shareholder Information - As of December 31, 2021, China Cinda (Hong Kong) Asset Management Co., Ltd. held a beneficial interest in 843,585,747 shares, representing 74.98% of the issued share capital[116] - Bonds & Sons Holdings Limited, along with its controlled entities, held a beneficial interest in 111,642,295 shares, accounting for 9.93% of the issued share capital[116] - No directors or major executives had any beneficial interests in the company's shares or related securities as of December 31, 2021[110] - The company has no known shareholders with more than 5% interest in any major customers or suppliers[109] Legal and Compliance - The company has indicated that it will cooperate with Chinese authorities regarding potential criminal proceedings related to misappropriated funds in the Zhenjiang project[38] - The company has established a special investigation committee to address civil claims related to the Zhenjiang project, which have since been withdrawn[34] - The company has been actively managing its financial obligations to avoid further defaults[97] - The company is under ongoing communication with Hang Seng Bank regarding its financial status and obligations[97] - The company aims to maintain compliance with financial covenants to prevent future default situations[96]

Financial Performance - For the six months ended June 30, 2021, the rental income from investment properties was approximately HKD 18.3 million, an increase from HKD 17.5 million for the same period in 2020[7]. - The company's revenue for the six months ended June 30, 2021, was approximately HKD 18.3 million, an increase of about 4.6% compared to approximately HKD 17.5 million for the same period last year[39]. - Other income for the same period was approximately HKD 3.7 million, up from approximately HKD 1.6 million, primarily due to increased bank interest income and net foreign exchange gains of about HKD 1.6 million[40]. - The group reported a net loss attributable to owners of approximately HKD 77.7 million for the six months ended June 30, 2021, compared to a net loss of approximately HKD 107.6 million for the same period in 2020, representing a decrease in loss of about 27.8%[52]. - The total comprehensive loss for the period was HKD 79,360,000, down from HKD 110,867,000 in the same period last year[95]. - Basic and diluted loss per share for the period was HKD 6.90, an improvement from HKD 9.57 in the previous year[95]. Property and Investment Performance - The total revenue contribution from the core property, Jardine Center, accounted for approximately 80.7% of the group's total revenue for the interim period[7]. - The occupancy rate of the investment property portfolio reached approximately 96.8% as of June 30, 2021, compared to 90.3% as of December 31, 2020[7]. - The commercial property market in Hong Kong experienced a moderate decline in rental and capital values during the interim period[7]. - The group's investment properties were revalued at HKD 1,845.6 million as of June 30, 2021, down from HKD 1,863.0 million as of December 31, 2020, reflecting a fair value loss of HKD 17.4 million during the interim period[14]. - The group pre-sold 209 residential units out of a total of 1,132 units in the Zhenjiang project, generating approximately RMB 247.0 million (approximately HKD 296.9 million) in proceeds, compared to RMB 125.3 million (approximately HKD 148.9 million) for 131 units as of December 31, 2020[21]. - The Zhenjiang project has a total planned gross floor area of approximately 160,000 square meters, including residential area of about 151,700 square meters and commercial area of about 3,900 square meters[19]. Economic and Market Conditions - The Hong Kong retail sector saw a year-on-year sales growth of 8.4% in the first half of 2021, contributing to improved leasing activity[7]. - The unemployment rate in Hong Kong decreased to 5.5% in the second quarter of 2021, reflecting gradual improvement in the job market[6]. - The Chinese economy recorded a year-on-year GDP growth of 12.7% in the first half of 2021, indicating a steady recovery despite complex domestic and international conditions[6]. Financial Position and Liabilities - As of June 30, 2021, the group had outstanding bank and other borrowings of approximately HKD 1,541.0 million, a decrease from approximately HKD 1,604.8 million as of December 31, 2020[55]. - The asset-liability ratio as of June 30, 2021, was approximately 74.5%, up from 71.3% as of December 31, 2020, indicating increased leverage[55]. - The group recorded a net current liability of approximately HKD 1,080.0 million as of June 30, 2021, compared to approximately HKD 1,019.1 million as of December 31, 2020, mainly due to a technical default on a financial covenant[56]. - The company received a default notice from Hang Seng Bank regarding a breach of financial covenants, specifically a requirement for consolidated tangible net worth to be above HKD 2 billion[81]. - The company has no known interests or short positions in its shares or related securities held by directors or key executives as of June 30, 2021[75]. Operational Efficiency and Cost Management - Employee costs decreased by 29.9% to approximately HKD 5.4 million from approximately HKD 7.7 million in the previous year, mainly due to the departure of several senior management personnel[41]. - Other operating expenses were approximately HKD 10.1 million, a decrease of 26.8% from approximately HKD 13.8 million in the previous year[42]. - The fair value loss on investment properties was HKD 17,400,000, significantly reduced from HKD 42,200,000 in the previous year[95]. - Operating loss decreased to HKD 15,185,000 from HKD 46,284,000 year-on-year, indicating improved operational efficiency[95]. Future Plans and Strategies - The group continues to focus on enhancing the resilience of its core property leasing business in Causeway Bay to ensure long-term competitiveness[7]. - The group aims to optimize its diversified tenant mix within its investment properties to adapt to market challenges[7]. - The company plans to continue optimizing its diversified tenant portfolio and strengthen relationships with tenants amid ongoing economic challenges[35]. - The company will closely monitor economic conditions and adjust rental policies accordingly to minimize impacts on its operations[38]. - The group plans to sell all residential and commercial units in the Zhenjiang project[19]. Shareholder and Governance Information - The major shareholder, China Cinda (Hong Kong) Asset Management Co., Ltd., holds 843,585,747 shares, representing approximately 74.98% of the company's issued share capital[76]. - The company did not recommend any interim dividend for the six months ended June 30, 2021, consistent with the previous year[59]. - The company has adopted the latest corporate governance code as a guideline for its governance practices[88].

| --- | --- | --- | --- | --- | |-------|--------------------------------------------|-------|-------|-------| | | | | | | | | 3NIQ7VC 国峡 язтизо t /U Advertising Space | | | | | | | | | | ..... 2020 Zhongchang International Holdings Group Limited 中 昌 國 際 控 股 集 團 有 限 公 司 （沖 昌 國 除 控 股 集 團 有 限 公 司 股份代號：859 83 綜合財務狀況表 84 綜合權益變動表 85 綜合現金流量表 87 綜合財務報表附註 182 五年財務概要 183 本集團持有之物業表 | --- | --- | --- | --- | --- | --- | --- | --- | |-------|----------------------|-------|-------|-------|-------|-------|-------| | | | ...

Financial Performance - Revenue for the six months ended June 30, 2020, was HKD 17,487 million, a decrease of 10.9% compared to HKD 19,616 million for the same period in 2019[10]. - The company reported a net loss of approximately HKD 153.9 million for the six months ended June 30, 2020, compared to a profit of approximately HKD 29.3 million in the same period last year[58]. - Total comprehensive loss for the period was HKD 165.410 million, compared to a total comprehensive income of HKD 19.713 million in the same period last year[107]. - Basic and diluted loss per share was HKD (13.68), compared to earnings of HKD 2.61 in the previous year[107]. - The company recorded a loss of approximately HKD 24.1 million from its share of Yitai Group due to the inability to recognize revenue from pre-sold properties before completion[26]. - The group reported a total loss before tax of HKD 151,651,000 for the six months ended June 30, 2020, compared to a profit of HKD 32,034,000 for the same period in 2019[154][157]. Rental Income and Occupancy - For the six months ended June 30, 2020, rental income from investment properties was approximately HKD 17.5 million, a decrease from HKD 19.6 million for the same period in 2019, reflecting a decline due to rent concessions and lower occupancy rates[6]. - The occupancy rate of the investment property portfolio as of June 30, 2020, was approximately 87.1%, down from 93.6% as of December 31, 2019[7]. - The overall rental levels for lease renewals and new leases decreased during the first half of 2020[6]. Economic Impact - The economic environment was significantly impacted by the COVID-19 pandemic, with Hong Kong's GDP contracting by approximately 9% in the first half of 2020, compared to a growth of 0.5% in the same period of 2019[5]. - The first quarter of 2020 saw a GDP decline of 6.8%, marking the first contraction since official records began in 1992[5]. - The total number of visitors to Hong Kong fell by 89.9% to 3.5 million in the first half of 2020, with visitors from mainland China decreasing by 90.3%[6]. - Hong Kong's retail sales dropped by 33.3% year-on-year in the first half of 2020, compared to a decline of 2.6% in the same period of 2019[6]. Investment Properties - The group's investment properties were revalued at HKD 1,879.4 million as of June 30, 2020, down from HKD 1,921.6 million as of December 31, 2019, reflecting a fair value loss of HKD 42.2 million due to the impact of COVID-19 and economic uncertainty in Hong Kong[11]. - The fair value loss on investment properties was HKD 42,200,000 for the six months ended June 30, 2020[154]. - The fair value of the company's investment properties was revalued at HKD 1,879.4 million as of June 30, 2020, down from HKD 1,921.6 million as of December 31, 2019, reflecting a fair value loss of HKD 42.2 million during the interim period[54]. Financial Position - As of June 30, 2020, the group had outstanding bank and other borrowings of approximately HKD 1,581.2 million, with a debt-to-asset ratio of approximately 50.1%[60]. - The group's cash and bank balances decreased to approximately HKD 176.4 million as of June 30, 2020, down from approximately HKD 205.9 million as of December 31, 2019[60]. - The unaudited net asset value of the group was approximately HKD 1,817.9 million as of June 30, 2020, a decrease of about 8.3% from the audited net asset value of approximately HKD 1,983.3 million as of December 31, 2019[62]. - The total liabilities of the group as of June 30, 2020, were HKD 1,824,067,000, compared to HKD 1,756,162,000 as of December 31, 2019, indicating an increase of approximately 3.9%[160]. Impairment and Losses - The company recognized an impairment loss of approximately HKD 11.7 million on investments in associates due to a decline in property prices held by the associated company[53]. - The expected credit loss impairment for the first half of 2020 was HKD 12,478,000, with no such losses reported in the same period of 2019[6]. - An impairment loss of approximately HKD 32,933,000 was recognized for properties under development due to their recoverable amount being lower than their carrying value[198]. - The group's share of losses from associates amounted to HKD 24,130,000 for the six months ended June 30, 2020[154]. Corporate Governance and Compliance - The company has adopted the latest corporate governance code and has complied with it throughout the interim period, except for a deviation from a specific provision[88]. - The company has complied with the corporate governance code by separating the roles of Chairman and CEO, effective May 13, 2020[89]. - The independent auditor reviewed the interim financial statements in accordance with Hong Kong standards, but noted that the review scope is less extensive than an audit[100]. Future Outlook and Strategies - The company remains focused on enhancing the resilience of its core business in Causeway Bay to ensure long-term competitiveness[6]. - The company aims to optimize its diversified tenant mix to adapt to the challenging market conditions[6]. - The group is considering various strategies to improve its financial position in light of the cautious outlook for the Zhenjiang property market[21]. - The company has taken measures to strengthen cost control over operating expenses to achieve profitability and positive cash flow[129].

H @ 際 ZHONGCHANG INTERNATIONAL 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 s (State) - 2017-12-17) - 19:20 19 ２０１８年報 | --- | --- | --- | |-------|-------|--------------------------| | | | 目 錄 | | | | | | | 2 | 公司資料 | | | 3 | 公司簡介 | | | 4 | 主席報告書 | | | 5 | 管理層討論及分析 | | | 14 | 董事會報告 | | | 24 | 董事及高級管理層簡歷 | | | 28 | 企業管治報告 | | | 42 | 環境、社會及管治報告 | | | 63 | 獨立核數師報告書 | | | 67 | 綜合損益及其他全面收入表 | | | 68 | 綜合財務狀況表 | | | 69 | 綜合權益變動表 | | | 70 | 綜合現金流量表 | ...