FF301 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10月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 中華國際控股有限公司 (於百慕達註冊成立之有限公司) 呈交日期: 2025年11月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01064 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 4,000,000,000 | HKD | | 0.025 HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 4,000,000,000 | HKD | | 0.025 HKD | | 100,000,00 ...

FF301 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9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 中華國際控股有限公司 (於百慕達註冊成立之有限公司) 呈交日期: 2025年10月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01064 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 4,000,000,000 | HKD | | 0.025 HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 4,000,000,000 | HKD | | 0.025 HKD | | 100,000,000 ...

ZHONG HUA INTERNATIONAL HOLDINGS LIMITED 中華國際控股有限公司 （於百慕達註冊成立之有限公司） （股份代號：1064） 各位非登記股東1： 於本公司網站登載公司通訊之通知 謹此通知 閣下，中華國際控股有限公司（「本公司」）之下述公司通訊2（「本次公司通訊」）之中、英文版本，現已 登載於本公司網站https://www.irasia.com/listco/hk/zhonghua （「本公司網站」）及香港聯合交易所有限公司（「聯交 所」）網站www.hkexnews.hk（「聯交所網站」）以供閱覽： • 二零二五年中期報告 申請表格 致： 中華國際控股有限公司(股份代號：1064）(「本公司」) 經卓佳證券登記有限公司 香港夏慤道16號 遠東金融中心17樓 提示 作為非登記股東 1，如有意根據經修訂《聯交所證券上市規則》收取公司通訊 2 ， 閣下應聯絡 閣下持有股份的銀行、經紀、託管商或代理人（統稱「中介機構」），並向 閣下的中 介機構提供 閣下的電子郵件地址。 甲部 －本人╱吾等要求索取日期為2025年9月24日的本次公司通訊的印刷本 （請在下列空格內劃上「X」號） 要求 ...

ZHONG HUA INTERNATIONAL HOLDINGS LIMITED 中華國際控股有限公司 （於百慕達註冊成立之有限公司） （股份代號：1064） 倘 閣下對本通知有任何疑問，請致電香港股份過戶登記分處電話熱線(852) 2980 1333，辦公時間為星期一至五（公眾假期除外） 上午9時正至下午6時正，或電郵至is-ecom@vistra.com 。 承董事會命 中華國際控股有限公司 執行董事 何鑑雄 各位登記股東： 於本公司網站登載公司通訊之通知 謹此通知 閣下，中華國際控股有限公司（「本公司」）之下述公司通訊1（「本次公司通訊」）之中、英文版本，現已登載於本 公司網站https://www.irasia.com/listco/hk/zhonghua （「本公司網站」）及香港聯合交易所有限公司（「聯交所」）網站 www.hkexnews.hk（「聯交所網站」）以供閱覽： • 二零二五年中期報告 請於本公司網站「中期報告」部分或聯交所網站內讀取本次公司通訊。若閣下早前曾要求收取公司通訊的印刷本，本次公司通訊的 印刷本已隨函附上。 為了支援通過電郵進行電子通訊，本公司建議 閣下向本公司香港股份過戶登 ...

[Table of Contents](index=3&type=section&id=%E7%9B%AE%E9%8C%84) This section lists the main chapters and their corresponding page numbers within the report [Company Information](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This chapter provides essential corporate details including board members, registered office, auditors, legal advisors, and principal banks - The company's Board of Directors includes Executive Director Ho Kam Hung, Non-executive Director Yeung Kwok Shui, and three Independent Non-executive Directors Wong Kui Fai, Wong Miu Ting, and Tam Kong[10](index=10&type=chunk) - The company's registered office is in Bermuda, its Hong Kong head office and principal place of business are in Shun Tak Centre, Central, Hong Kong, and its main office in mainland China is in Gangyu Plaza, Chongqing[10](index=10&type=chunk) - The company's auditor is Ernst & Young, and legal advisors include Reed Smith Richards Butler (Hong Kong law) and Conyers Dill & Pearman (Bermuda law)[10](index=10&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) This chapter reviews the company's financial performance, business operations, future outlook, and employee policies for the six months ended June 30, 2025 [Financial Review](index=5&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The company's financial performance significantly improved, achieving profitability driven by fair value gains on equity interests, while maintaining stable liquidity [Performance Overview](index=5&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7-%E6%A5%AD%E7%B8%BE%E6%A6%82%E8%A6%BD) The company achieved revenue growth and turned a loss into profit in the first half of 2025, primarily due to fair value gains on equity interests | Indicator | H1 2025 (HK$'000) | H1 2024 (HK$'000) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 15,502 | 14,259 | 8.7% Growth | | Profit/(Loss) attributable to ordinary equity holders | 10,165 | (9,583) | Turned from loss to profit | | Adjusted EBITDA | 2,906 | 331 | 777.9% Growth | | Profit/(Loss) before tax | 43,202 | (28,093) | Turned from loss to profit | | Profit/(Loss) after tax | 40,564 | (30,783) | Turned from loss to profit | - The turnaround to profit before tax was mainly due to a fair value gain of **HK$40,464,000** on equity interests in an entity (2024: loss of HK$28,255,000), primarily from exchange gains due to RMB appreciation[14](index=14&type=chunk) [Liquidity and Financial Resources](index=6&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) The company's operating cash flow turned positive, cash balances remained stable, and a low gearing ratio indicates a robust financial position | Indicator | H1 2025 (HK$'000) | H1 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Net cash flow from operating activities | 6,026 | (3,658) | Turned from net outflow to net inflow | | Cash and bank balances (period-end) | 63,564 | 63,573 (2024-12-31) | Largely stable | | Indicator | June 30, 2025 | Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Gearing ratio | 0.10 | 0.10 | Stable | | Net current assets | 11,406,000 | 20,289,000 | Decreased | | Net assets | 1,024,837,000 | 978,126,000 | Increased | | Total assets | 1,452,264,000 | 1,403,511,000 | Increased | - The Group's principal operations are in mainland China, exposing it to exchange rate risk, but no hedging measures were taken in prior years as exchange rate fluctuations were not considered significant[20](index=20&type=chunk) [Significant Investments, Asset Pledges, and Contingent Liabilities](index=7&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E3%80%81%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC%E5%8F%8A%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) The company's major investment in equity interests at fair value through profit or loss generated significant gains, with no asset pledges or material contingent liabilities | Indicator | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Equity interests at fair value through profit or loss | 1,015,157 | 974,693 | Increased | | % of total assets | Approx. 70% | Approx. 70% | Stable | - This significant investment is held by Hong Kong Zhengda, which owns all equity in Guangzhou Zhengda, and generated a fair value change gain of **HK$40,464,000** during the period (2024: loss of HK$28,255,000)[22](index=22&type=chunk) - As of June 30, 2025, the Group had no asset pledges or any material contingent liabilities[23](index=23&type=chunk)[24](index=24&type=chunk) [Interim Dividends and Share Option Scheme](index=7&type=section&id=%E4%B8%AD%E6%9C%9F%E8%82%A1%E6%81%AF%E5%8F%8A%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) The Board does not recommend an interim dividend, and 5 million share options remain unexercised, representing approximately 0.65% of total issued shares - The Board does not recommend the payment of an interim dividend for the current period (2024: nil)[25](index=25&type=chunk) - As of June 30, 2025, **5,000,000** share options remained unexercised, representing approximately **0.65%** of the company's total issued shares, with an exercise price of **HK$0.09** per share[26](index=26&type=chunk)[30](index=30&type=chunk) [Update on Use of Proceeds](index=8&type=section&id=%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94%E6%9B%B4%E6%96%B0) Of the HK$16.1 million net proceeds from the 2020 share issue, HK$12.0 million remains unutilized for the Guangzhou redevelopment project, pending reallocation | Use Category | Intended Net Proceeds (HK$ million) | Utilized Net Proceeds (HK$ million) | Unutilized Balance (HK$ million) | Expected Utilization Time | | :--- | :--- | :--- | :--- | :--- | | Guangzhou redevelopment project costs in mainland China | 12.0 | – | 12.0 | On or before June 30, 2027 | | General working capital | 4.1 | 4.1 | – | – | | **Total** | **16.1** | **4.1** | **12.0** | | - As Guangzhou Zhengda is no longer considered a subsidiary of the Group, the Board will consider reallocating the **HK$12,000,000** of proceeds originally earmarked for the Guangzhou Zhengda redevelopment project[33](index=33&type=chunk) [Business Review](index=10&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The group's core business involves property development, investment, and management in mainland China, with stable cash flow from Chongqing and delays in the Guangzhou redevelopment project due to a winding-up petition [Property Investment](index=10&type=section&id=%E7%89%A9%E6%A5%AD%E6%8A%95%E8%B3%87) The group's property investment in Gangyu Plaza, Chongqing, provides stable cash flow with high occupancy and acceptable tenant turnover - The Group holds partial property interests in Gangyu Plaza, Yuzhong District, Chongqing, with a total gross floor area of approximately **24,200 sqm**, fully renovated in 2016[39](index=39&type=chunk) - Gangyu Plaza is currently a multi-story shopping mall primarily engaged in wholesale and retail of menswear and footwear, with almost full occupancy and acceptable tenant turnover, providing stable cash flow[39](index=39&type=chunk) [Property Development and Properties Held for Sale](index=10&type=section&id=%E7%89%A9%E6%A5%AD%E7%99%BC%E5%B1%95%E5%8F%8A%E6%8C%81%E4%BD%9C%E9%8A%B7%E5%94%AE%E7%89%A9%E6%A5%AD) The Guangzhou Yuexiu District redevelopment project is planned as a high-end commercial complex with an estimated completion by early 2030, alongside approximately 190 residential units held for sale - The Guangzhou Yuexiu District redevelopment project (formerly Guangzhou Metropolis Shoe City) is planned as a high-end commercial complex with a total gross floor area of approximately **234,000 sqm**, including twin towers and a 3-level basement[42](index=42&type=chunk) - According to the latest construction timetable, the redevelopment project is expected to take about four years, completed in two to three phases, with the first phase completed by late 2029 at the earliest, and the final phase by Q1 2031, with an expected opening in early 2030[42](index=42&type=chunk) - Guangzhou Zhengda owns approximately **190 residential units** (total gross floor area of approximately **11,000 sqm**) held for sale, used for temporary resettlement of relocated owners, currently vacant or available for spot sale[43](index=43&type=chunk) [Winding-up Petition Against Guangzhou Zhengda](index=11&type=section&id=%E5%B0%8D%E5%BB%A3%E5%B7%9E%E6%AD%A3%E5%A4%A7%E7%9A%84%E6%B8%85%E7%AE%97%E5%91%88%E8%AB%8B) Guangzhou Zhengda faces an ongoing winding-up petition which management believes lacks factual and legal basis, while the company extends the deadline for a significant acquisition - Guangzhou Zhengda has faced a winding-up petition since 2009, but the petitioner (Yuefang Private Enterprise) is neither a registered shareholder nor a verified beneficial shareholder or creditor, thus not meeting the prerequisites for a winding-up application[44](index=44&type=chunk)[50](index=50&type=chunk) - Although the Guangzhou Intermediate People's Court initially dismissed the winding-up application, it was later overturned by the Guangdong High People's Court, which ordered continued proceedings and appointed a new liquidation committee; however, Guangzhou Zhengda's management refused to cooperate, and business continues as usual to date[47](index=47&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - The company reiterates that the winding-up petition lacks factual and legal basis and is confident that the lawsuit will be ruled invalid or dismissed in the foreseeable future (e.g., approximately two years)[52](index=52&type=chunk) - The Group has further extended the long stop date for a significant acquisition to **June 30, 2026**, aiming to reach revised terms for the acquisition[52](index=52&type=chunk) [Outlook](index=15&type=section&id=%E5%B1%95%E6%9C%9B) The company survived the property market downturn with a low-leverage strategy, remains confident in the Guangzhou redevelopment project, and plans to explore new energy-related investment opportunities - The Group survived the volatile mainland property market due to its low-leverage principle, with a gearing ratio of only **0.1** during the period[54](index=54&type=chunk) - The Guangzhou Yuexiu District redevelopment project, leveraging its prime commercial location and subway connectivity, is planned as a cutting-edge commercial complex with environmental, energy-saving, emission-reduction, and humanistic features, aiming to become a national key project[54](index=54&type=chunk) - The Guangzhou Yuexiu District redevelopment project timeline will be extended by one year, with full commencement of construction by early 2028, aiming for the first phase to be completed by Q4 2029[55](index=55&type=chunk) - The Group intends to spin off a new division within its construction engineering department to provide one-stop photovoltaic power generation, storage, and charging solutions for public and private clients in the Greater Bay Area[58](index=58&type=chunk) [Employees and Remuneration Policy](index=16&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E9%85%AC%E9%87%91%E6%94%BF%E7%AD%96) The group employs approximately 20 staff, with total employee costs of HK$3.767 million, and offers competitive compensation, benefits, and training to attract and retain talent | Indicator | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Number of employees | Approx. 20 | 20 | | Indicator | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Total staff costs (including directors' emoluments) | 3,767 | 3,870 | - The company offers competitive remuneration packages, medical insurance, provident fund contributions, and discretionary bonuses, while continuously providing training and development resources for employees[61](index=61&type=chunk) [Disclosure of Interests](index=17&type=section&id=%E6%AC%8A%E7%9B%8A%E6%8A%AB%E9%9C%B2) This chapter details the interests of directors, chief executives, and major shareholders in the company's shares and its associated corporations [Directors' and Chief Executive's Interests in Shares of the Company and its Associated Corporations](index=17&type=section&id=%E8%91%A3%E4%BA%8B%E2%88%95%E4%B8%BB%E8%A6%81%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%93%A1%E6%96%BC%E6%9C%AC%E5%85%AC%E5%8F%B8%E5%8F%8A%E5%85%B6%E7%9B%B8%E8%81%AF%E6%B3%95%E5%9C%98%E4%B9%8B%E8%82%A1%E4%BB%BD%E4%B8%AD%E4%B9%8B%E6%AC%8A%E7%9B%8A) Executive Director Mr. Ho Kam Hung holds a 15.30% long position in the company's shares, including direct and controlled corporate interests, and deferred shares in subsidiaries | Director Name | Capacity and Nature of Interest | Number of Shares Held | % of Company's Share Capital | | :--- | :--- | :--- | :--- | | Ho Kam Hung | Through controlled corporation | 110,600,000 | 14.39% | | | Beneficially owned directly | 7,000,000 | 0.91% | | | **Total** | **117,600,000** | **15.30%** | | Director Name | Name of Associated Corporation | Relationship with Company | Shares/Equity Derivatives | Number | Capacity and Nature of Interest | % of Issued Share Capital of Associated Corporation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Ho Kam Hung | Superb Holdings Limited | Subsidiary | Non-voting deferred shares | 91 | Beneficially owned directly | 30.13% | | Ho Kam Hung | China Properties Holdings Limited | Subsidiary | Non-voting deferred shares | 91 | Beneficially owned directly | 30.13% | [Directors' Rights to Acquire Shares](index=19&type=section&id=%E8%91%A3%E4%BA%8B%E8%B3%BC%E8%B2%B7%E8%82%A1%E4%BB%BD%E4%B9%8B%E6%AC%8A%E5%88%A9) No rights to acquire shares or debentures of the company or any other body corporate were granted to or exercised by directors, their spouses, or minor children during the period - During the period, no rights to acquire benefits by way of acquisition of shares or debentures of the company or any other body corporate were granted to any director, their respective spouses, or minor children, nor were any such rights exercised by them[68](index=68&type=chunk) [Major Shareholders](index=19&type=section&id=%E4%B8%BB%E8%A6%81%E8%82%A1%E6%9D%B1) As of June 30, 2025, several major shareholders, including family members and corporate entities, held significant long positions in the company's shares | Shareholder Name/Entity | Capacity and Nature of Interest | Number of Shares Held | % of Company's Share Capital | | :--- | :--- | :--- | :--- | | Yip Ka Lai | Spouse's interest | 117,600,000 | 15.30% | | Ho Cham Hung | Through controlled corporation | 105,600,000 | 13.74% | | Ho Pak Hung | Through controlled corporation | 99,800,000 | 12.98% | | Leung Kwai Fun | Spouse's interest | 99,800,000 | 12.98% | | Easy Rich Limited | Beneficially owned directly | 87,120,000 | 11.33% | | Lead Talent Investment Limited | Beneficially owned directly | 108,000,000 | 14.05% | | Guangshi Harvest Limited | Through controlled corporation | 108,000,000 | 14.05% | | China Guangshi International Investment Co., Ltd. | Through controlled corporation | 108,000,000 | 14.05% | | Xinjiang Guangshi Han Hong Equity Investment Management Co., Ltd. | Through controlled corporation | 108,000,000 | 14.05% | | Strong Holdings Limited | Beneficially owned directly | 100,000,000 | 13.01% | | Tse Hau Cheung | Through controlled corporation | 100,000,000 | 13.01% | [Disclosures Pursuant to Listing Rules](index=21&type=section&id=%E6%A0%B9%E6%93%9A%E4%B8%8A%E5%B8%82%E8%A6%8F%E5%89%87%E7%9A%84%E6%8A%AB%E9%9C%B2) The company generally complied with the Corporate Governance Code and Model Code for Securities Transactions, with no trading of listed securities by the company or its subsidiaries - The company has generally complied with the Corporate Governance Code as set out in Appendix C1 to the Listing Rules throughout the period[74](index=74&type=chunk) - The company confirms that all directors have complied with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules throughout the period[75](index=75&type=chunk) - During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[76](index=76&type=chunk) - The company's unaudited condensed consolidated financial statements for the period have been reviewed by the company's Audit Committee and approved by the Board on August 29, 2025[77](index=77&type=chunk)[78](index=78&type=chunk) [Unaudited Condensed Consolidated Financial Statements](index=22&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) This section presents the unaudited condensed consolidated financial statements for the six months ended June 30, 2025, including statements of profit or loss, comprehensive income, financial position, changes in equity, cash flows, and explanatory notes [Condensed Consolidated Statement of Profit or Loss](index=22&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%94%B6%E7%9B%8A%E8%A1%A8) The company reported increased revenue and a turnaround from loss to profit, primarily driven by fair value changes in equity interests at fair value through profit or loss | Indicator | Six Months Ended June 30, 2025 (HK$'000) | Six Months Ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 15,502 | 14,259 | | Fair value change of equity interests at fair value through profit or loss | 40,464 | (28,255) | | Administrative expenses | (12,792) | (14,381) | | Profit/(Loss) for the period | 40,564 | (30,783) | | Attributable to ordinary equity holders of the company | 10,165 | (9,583) | | Basic earnings/(loss) per share | 1.32 HK cents | (1.25) HK cents | [Condensed Consolidated Statement of Comprehensive Income](index=23&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) Total comprehensive income for the period turned from a loss to a profit, mainly due to the period's profit and positive exchange differences from overseas operations | Indicator | Six Months Ended June 30, 2025 (HK$'000) | Six Months Ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Profit/(Loss) for the period | 40,564 | (30,783) | | Exchange differences arising from translation of overseas operations | 6,147 | (4,644) | | Total comprehensive income/(expense) for the period | 46,711 | (35,427) | | Attributable to ordinary equity holders of the company | 19,051 | (16,543) | [Condensed Consolidated Statement of Financial Position](index=24&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) Total assets and net assets increased, with equity interests at fair value through profit or loss and investment properties being key non-current assets, despite a decrease in net current assets | Indicator | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Total non-current assets | 1,370,633 | 1,317,420 | | - Equity interests at fair value through profit or loss | 1,015,157 | 974,693 | | - Investment properties | 352,440 | 339,624 | | Total current assets | 81,631 | 86,091 | | Total current liabilities | (70,225) | (65,802) | | Net current assets | 11,406 | 20,289 | | Net assets | 1,024,837 | 978,126 | | Total equity | 1,024,837 | 978,126 | [Condensed Consolidated Statement of Changes in Equity](index=26&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) Total equity increased during the period, primarily attributable to the profit for the period and positive exchange differences related to overseas operations | Indicator | Jan 1, 2025 (HK$'000) | Profit for the period (HK$'000) | Exchange differences (HK$'000) | June 30, 2025 (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | Attributable to equity holders of the company | 320,416 | 10,165 | 8,886 | 339,467 | | Non-controlling interests | 657,710 | 30,399 | (2,739) | 685,370 | | **Total Equity** | **978,126** | **40,564** | **6,147** | **1,024,837** | [Condensed Consolidated Statement of Cash Flows](index=27&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E5%A0%B1%E8%A1%A8) Cash flow from operating activities turned into a net inflow, but a decrease in net cash flow from financing activities led to a slight reduction in cash and cash equivalents at period-end | Indicator | Six Months Ended June 30, 2025 (HK$'000) | Six Months Ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Cash flows from/(used in) operating activities | 6,026 | (3,658) | | Net decrease in cash flows from financing activities | (8,329) | (6,088) | | Net decrease in cash and cash equivalents | (2,303) | (9,746) | | Cash and cash equivalents at end of period | 63,564 | 78,763 | [Notes to the Condensed Consolidated Financial Statements](index=28&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E6%B3%A8) These notes detail the basis of preparation, accounting policies, segment information, tax, EPS, receivables/payables, litigation, related party transactions, and valuation methods for equity interests at fair value through profit or loss [Basis of Preparation and Principal Accounting Policies](index=28&type=section&id=%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96%E5%8F%8A%E4%B8%BB%E8%A6%81%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) The condensed consolidated financial statements are prepared in accordance with HKAS 34 and Listing Rules, with no material impact from the newly adopted HKAS 21 (amended) - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard ("HKAS") 34 - Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Listing Rules[87](index=87&type=chunk) - The revised HKAS 21 (amended) Lack of Exchangeability was adopted for the first time during the period, but it had no significant impact on the results and financial position[88](index=88&type=chunk)[89](index=89&type=chunk) [Operating Segment Information](index=28&type=section&id=%E7%B6%93%E7%87%9F%E5%88%86%E9%A1%9E%E8%B3%87%E6%96%99) The group operates in property investment and development, and corporate and other segments, with over 90% of revenue generated from mainland China customers - The Group has two reportable operating segments: (a) property investment and development segment, and (b) corporate and other segments[90](index=90&type=chunk)[92](index=92&type=chunk) - Over **90%** of the Group's revenue is derived from customers in mainland China, hence no geographical segment information is presented[91](index=91&type=chunk) | Segment | H1 2025 Revenue (HK$'000) | H1 2024 Revenue (HK$'000) | | :--- | :--- | :--- | | Property investment and development | 15,502 | 14,259 | | Corporate and other | – | – | | **Total** | **15,502** | **14,259** | [Profit/(Loss) Before Tax and Income Tax](index=30&type=section&id=%E7%A8%85%E5%89%8D%E6%BA%A2%E5%88%A9%E2%88%95%EF%BC%88%E虧%E6%90%8D%EF%BC%89%E5%8F%8A%E6%89%80%E5%BE%97%E7%A8%85) Profit before tax was significantly influenced by fair value changes in equity interests at fair value through profit or loss, with income tax primarily from mainland China subsidiaries at a 25% rate | Indicator | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 168 | 169 | | Fair value change of equity interests at fair value through profit or loss | (40,464) | 28,255 | | Interest income | (28) | (68) | - The Group did not generate any assessable profits in Hong Kong during the period, and mainland China subsidiaries are subject to income tax at a rate of **25%**[98](index=98&type=chunk) | Income Tax Category | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Current - Mainland China enterprise income tax | 1,967 | 1,924 | | Deferred | 671 | 766 | | **Total tax expense for the period** | **2,638** | **2,690** | [Interim Dividends and Earnings/(Loss) Per Share](index=30&type=section&id=%E4%B8%AD%E6%9C%9F%E8%82%A1%E6%81%AF%E5%8F%8A%E6%AF%8F%E8%82%A1%E6%BA%A2%E5%88%A9%E2%88%95%EF%BC%88%E虧%E6%90%8D%EF%BC%89) The Board does not recommend an interim dividend, and basic earnings per share for the period was 1.32 HK cents, a significant improvement from the prior year's loss - The Board does not recommend the payment of an interim dividend for the current period (2024: nil)[99](index=99&type=chunk) | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit/(Loss) attributable to ordinary equity holders of the company | HK$10,165,000 | (HK$9,583,000) | | Number of ordinary shares in issue | 768,616,520 shares | 768,616,520 shares | | Basic earnings/(loss) per share | 1.32 HK cents | (1.25) HK cents | - As of June 30, 2025 and 2024, the Group had no potential dilutive ordinary shares in issue[102](index=102&type=chunk) [Trade Receivables and Payables](index=31&type=section&id=%E8%B2%BF%E6%98%93%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85%E5%8F%8A%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) Trade receivables decreased and are all current, while trade payables, primarily over one year old, remained stable | Trade Receivables Ageing | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Within 6 months | 13,343 (100%) | 13,997 (67%) | | Over 6 months but less than 1 year | – | 6,862 (33%) | | **Total** | **13,343** | **20,859** | - The Group generally grants credit terms of 3 to 12 months to customers, and trade receivables are interest-free[103](index=103&type=chunk) | Trade Payables Ageing | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Over 1 year | 1,914 (100%) | 1,844 (100%) | | **Total** | **1,914** | **1,844** | [Litigation and Related Party Transactions](index=32&type=section&id=%E8%A8%B4%E8%A8%9F%E5%8F%8A%E9%97%9C%E9%80%A3%E4%BA%BA%E5%A3%AB%E4%BA%A4%E6%98%93) Significant litigation details are in the MD&A, and related party transactions include office usage fees paid to a private company controlled by an executive director - Details of the Group's significant litigation are disclosed in the "Management Discussion and Analysis" section of this report[106](index=106&type=chunk) - During the period, a subsidiary of the company obtained the right to use an office in Hong Kong from a private company controlled by an executive director, incurring a license fee of **HK$899,000** (2024: HK$922,000)[107](index=107&type=chunk) - As of June 30, 2025, amounts payable to related companies were **HK$4,181,000** (December 31, 2024: HK$3,283,000), included in "Other payables and accrued liabilities"[107](index=107&type=chunk) [Equity Interest in an Entity at Fair Value Through Profit or Loss](index=32&type=section&id=%E6%8C%89%E5%85%AC%E5%85%81%E5%83%B9%E5%80%BC%E8%A8%88%E5%85%A5%E6%90%8D%E7%9B%8A%E4%B9%8B%E4%B8%80%E9%96%93%E5%AF%A6%E9%AB%94%E7%9A%84%E8%82%A1%E6%9C%AC%E6%AC%8A%E7%9B%8A) The equity interest in Guangzhou Zhengda, valued at fair value through profit or loss, increased in carrying amount due to significant fair value gains, estimated using discounted net realizable value | Indicator | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Carrying amount at January 1 | 974,693 | 1,030,472 | | Fair value change recognized in profit or loss | 40,464 | (28,255) | | Carrying amount at June 30 | 1,015,157 | 1,002,217 | - Fair value measurement is classified as Level 3, using the discounted net realizable value method, with a discount rate of **3.5%** (December 31, 2024: 3.6%) for cash flow projections[109](index=109&type=chunk) - A **1% increase** in the discount rate would result in a decrease in fair value of approximately **HK$42,989,000**, while a **1% decrease** would result in an increase of approximately **HK$45,335,000**[109](index=109&type=chunk) | Asset Category | Valuation Technique | Significant Unobservable Input Data | Weighted Average/Range June 30, 2025 | Weighted Average/Range Dec 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Investment properties | Residual method | Unit price per sqm | HK$28,270 to HK$50,380 | HK$27,242 to HK$48,548 | | | | Estimated completion cost per sqm | HK$7,150 to HK$9,790 | HK$6,890 to HK$9,434 | | | | Discount rate for recovery | 25% | 25% | | Properties held for sale | Market approach | Unit price per sqm | HK$12,474 to HK$14,058 | HK$12,020 to HK$13,547 | | | | Discount rate for recovery | 25% | 25% |

I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01064 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | 4,000,000,000 | | HKD | 0.025 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 4,000,000,000 | HKD | | 0.025 HKD | | 100,000,000 | FF301 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8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 中華國際控股有限公司 (於百慕達註冊成立之有限公司) 呈交日期: 2025年9月1 ...

Group 1 - The core point of the article is that China International (01064.HK) reported a revenue increase for the six months ending June 30, 2025, reaching HKD 15.502 million, compared to HKD 14.259 million in 2024 [1] - The company recorded a profit attributable to ordinary shareholders of HKD 10.165 million for the period, a significant turnaround from a loss of HKD 9.583 million in 2024 [1] - There was no significant change in the group's operating revenue during the period [1]

Group 1 - The company reported a revenue of HKD 15.502 million for the first half of 2025, representing an increase of 8.72% year-on-year [1] - The company achieved a profit attributable to shareholders of HKD 10.165 million, compared to a loss of HKD 9.583 million in the same period last year, indicating a turnaround to profitability [1] - The basic earnings per share were HKD 0.0132 [1]

Core Viewpoint - China International (01064) reported a mid-year performance for 2025, showing a revenue of HKD 15.502 million, which represents an increase of 8.72% year-on-year. The company achieved a profit attributable to shareholders of HKD 10.165 million, a turnaround from a loss of HKD 9.583 million in the same period last year, resulting in a basic earnings per share of HKD 0.0132 [1] Financial Performance - Revenue for the period reached HKD 15.502 million, marking an 8.72% increase compared to the previous year [1] - The profit attributable to shareholders was HKD 10.165 million, a significant improvement from a loss of HKD 9.583 million in the prior year [1] - Basic earnings per share stood at HKD 0.0132 [1]

[Condensed Consolidated Statement of Profit or Loss](index=1&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%94%B6%E7%9B%8A%E8%A1%A8) The company achieved a turnaround from loss to profit in H1 2025, driven by fair value gains on equity investments Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30) | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Revenue | 15,502 | 14,259 | +1,243 | | Other income and gains | 28 | 284 | -256 | | Fair value changes of equity interests at FVTPL | 40,464 | (28,255) | +68,719 | | Administrative expenses | (12,792) | (14,381) | +1,589 | | Profit/(Loss) before tax | 43,202 | (28,093) | +71,295 | | Income tax expense | (2,638) | (2,690) | +52 | | Profit/(Loss) for the period | 40,564 | (30,783) | +71,347 | | Attributable to ordinary equity holders of the Company | 10,165 | (9,583) | +19,748 | | Basic earnings/(loss) per share | 1.32 HK cents | (1.25) HK cents | +2.57 HK cents | - The company **achieved a turnaround in H1 2025**, with profit for the period reaching **HK$40,564 thousand** compared to a loss of HK$30,783 thousand in the same period of 2024[2](index=2&type=chunk)[3](index=3&type=chunk) - Revenue saw a slight increase from HK$14,259 thousand to **HK$15,502 thousand**, primarily due to a significant gain from the fair value change of equity interests at FVTPL, which reversed from a loss[2](index=2&type=chunk) [Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) The company's total comprehensive income improved significantly, supported by positive foreign exchange differences Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Profit/(Loss) for the period | 40,564 | (30,783) | +71,347 | | Exchange differences on translation of foreign operations | 6,147 | (4,644) | +10,791 | | Total comprehensive income/(expense) for the period | 46,711 | (35,427) | +82,138 | | Attributable to ordinary equity holders of the Company | 19,051 | (16,543) | +35,594 | - The company recorded a **total comprehensive income of HK$46,711 thousand** in H1 2025, a significant improvement from the total comprehensive expense of HK$35,427 thousand in the prior-year period[5](index=5&type=chunk) - Exchange differences in other comprehensive income turned from a negative HK$4,644 thousand in H1 2024 to a **positive HK$6,147 thousand** in H1 2025, contributing significantly to comprehensive income[5](index=5&type=chunk) [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) The company's total assets and net assets grew, primarily driven by an increase in the value of non-current equity investments Condensed Consolidated Statement of Financial Position (As at June 30) | Metric | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Total non-current assets | 1,370,633 | 1,317,420 | +53,213 | | Of which: Equity interests at FVTPL | 1,015,157 | 974,693 | +40,464 | | Total current assets | 81,631 | 86,091 | -4,460 | | Total current liabilities | (70,225) | (65,802) | -4,423 | | Net current assets | 11,406 | 20,289 | -8,883 | | Total assets less current liabilities | 1,382,039 | 1,337,709 | +44,330 | | Net assets | 1,024,837 | 978,126 | +46,711 | | Total equity | 1,024,837 | 978,126 | +46,711 | - As of June 30, 2025, the company's **total assets increased to HK$1,452,264 thousand** and **net assets grew to HK$1,024,837 thousand**, both showing growth compared to December 31, 2024[6](index=6&type=chunk)[7](index=7&type=chunk) - Equity interests at FVTPL within non-current assets **increased significantly by HK$40,464 thousand** to HK$1,015,157 thousand[6](index=6&type=chunk) - Net current assets **decreased from HK$20,289 thousand to HK$11,406 thousand**[6](index=6&type=chunk) [Notes](index=6&type=section&id=%E9%99%84%E8%A8%BB) [1. Basis of Preparation and Principal Accounting Policies](index=6&type=section&id=1.%20%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96%E5%8F%8A%E4%B8%BB%E8%A6%81%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) The condensed consolidated financial statements are prepared in accordance with HKAS 34 and should be read with the annual financial statements - The condensed consolidated financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" issued by the HKICPA and the disclosure requirements of the Listing Rules[8](index=8&type=chunk) - These statements do not include all information required for annual financial statements and should be read in conjunction with the 2024 annual consolidated financial statements[8](index=8&type=chunk) [1.1 Changes in Accounting Policies](index=6&type=section&id=1.1%20%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96%E4%B9%8B%E8%AE%8A%E5%8B%95) The company adopted the amended HKAS 21 "Lack of Exchangeability" with no material impact on its financial position or performance - The company adopted the amended HKFRS Accounting Standard HKAS 21 "Lack of Exchangeability" for the first time[10](index=10&type=chunk) - The change in accounting policy had **no material impact** on the results and financial position prepared and presented for the current or prior periods[10](index=10&type=chunk) [2. Operating Segment Information](index=7&type=section&id=2.%20%E7%B6%93%E7%87%9F%E5%88%86%E9%A1%9E%E8%B3%87%E6%96%99) The Group operates in two segments, property investment and development, and corporate, with revenue primarily from Mainland China - The Group has two reportable operating segments: Property Investment and Development (leasing and selling properties in Mainland China) and Corporate and Others (providing management services)[11](index=11&type=chunk)[15](index=15&type=chunk) - Over 90% of revenue is derived from customers in Mainland China, hence no geographical segment information is presented[12](index=12&type=chunk) - Revenue from a single customer, Customer A, amounted to **HK$15,502,000** (2024: HK$14,259,000), exceeding 10% of the Group's total revenue[14](index=14&type=chunk) Revenue and Results by Operating Segment (For the six months ended June 30) | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue from Property Investment and Development | 15,502 | 14,259 | | Results from Property Investment and Development | 51,328 | (17,531) | | Results from Corporate and Others | (8,154) | (10,846) | | Total revenue from external customers | 15,502 | 14,259 | [3. Profit/(Loss) Before Tax](index=8&type=section&id=3.%20%E7%A8%85%E5%89%8D%E6%BA%A2%E5%88%A9%EF%B9%95%EF%BC%88%E8%99%A7%E6%90%8D%EF%BC%89) The profit before tax was mainly driven by a significant fair value gain on equity interests, reversing last year's loss Components of Profit/(Loss) Before Tax (For the six months ended June 30) | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 168 | 169 | | Fair value changes of equity interests at FVTPL | (40,464) | 28,255 | | Interest income | (28) | (68) | - The fair value change of equity interests at FVTPL shifted from a loss of HK$28,255 thousand in H1 2024 to a **gain of HK$40,464 thousand** in H1 2025, being the primary reason for the turnaround in pre-tax profit[16](index=16&type=chunk) [4. Income Tax](index=8&type=section&id=4.%20%E6%89%80%E5%BE%97%E7%A8%85) The Group's income tax expense primarily arose from Mainland China, with no provision made for Hong Kong profits tax Income Tax Expense (For the six months ended June 30) | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Current - Mainland China Enterprise Income Tax | 1,967 | 1,924 | | Deferred tax | 671 | 766 | | Total tax charge for the period | 2,638 | 2,690 | - Subsidiaries established in Mainland China are subject to an income tax rate of **25%**[17](index=17&type=chunk) - No provision for Hong Kong profits tax has been made as the Group did not generate any assessable profits in Hong Kong during the period[19](index=19&type=chunk) [5. Interim Dividend](index=8&type=section&id=5.%20%E4%B8%AD%E6%9C%9F%E8%82%A1%E6%81%AF) The Board of Directors does not recommend the payment of an interim dividend for the period - The Board does not recommend the payment of an interim dividend for the period (2024: Nil)[18](index=18&type=chunk) [6. Earnings/(Loss) Per Share Attributable to Ordinary Equity Holders of the Company](index=9&type=section&id=6.%20%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%99%AE%E9%80%9A%E8%82%A1%E6%AC%8A%E7%9B%8A%E6%8C%81%E6%9C%89%E4%BA%BA%E6%87%89%E4%BD%94%E6%AF%8F%E8%82%A1%E6%BA%A2%E5%88%A9%EF%B9%95%EF%BC%88%E8%99%A7%E6%90%8D%EF%BC%89) Basic earnings per share was 1.32 HK cents, a turnaround from a loss per share of 1.25 HK cents in the prior year period Calculation of Earnings/(Loss) Per Share (For the six months ended June 30) | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit/(Loss) attributable to ordinary equity holders | HK$10,165,000 | (HK$9,583,000) | | Number of ordinary shares in issue | 768,616,520 shares | 768,616,520 shares | | Basic earnings/(loss) per share | 1.32 HK cents | (1.25) HK cents | - There were no potential dilutive ordinary shares in issue during the current and prior periods[21](index=21&type=chunk) [7. Trade Receivables](index=9&type=section&id=7.%20%E8%B2%BF%E6%98%93%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) Total trade receivables decreased as of June 30, 2025, with all balances due within 6 months Ageing Analysis of Trade Receivables (As at June 30) | Ageing | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Within 6 months | 13,343 | 13,997 | | Over 6 months but less than 1 year | – | 6,862 | | Total | 13,343 | 20,859 | - The Group generally grants credit periods of 3 to 12 months to its customers; trade receivables are interest-free and unsecured[22](index=22&type=chunk) [8. Trade Payables](index=9&type=section&id=8.%20%E8%B2%BF%E6%98%93%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) Total trade payables increased slightly as of June 30, 2025, with all balances aged over one year Ageing Analysis of Trade Payables (As at June 30) | Ageing | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Over 1 year | 1,914 | 1,844 | | Total | 1,914 | 1,844 | - Trade payables are interest-free and aged based on the date of receipt of goods or services[23](index=23&type=chunk) [9. Equity Interest in an Entity at Fair Value Through Profit or Loss](index=10&type=section&id=9.%20%E6%8C%89%E5%85%AC%E5%85%81%E5%83%B9%E5%80%BC%E8%A8%88%E5%85%A5%E6%90%8D%E7%9B%8A%E4%B9%8B%E4%B8%80%E9%96%93%E5%AF%A6%E9%AB%94%E7%9A%84%E8%82%A1%E6%9C%AC%E6%AC%8A%E7%9B%8A) The fair value of the company's equity interest in Guangzhou Zhengda increased significantly, turning from a loss to a gain Movement in Carrying Amount of Equity Interest at FVTPL | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Carrying amount at January 1 | 974,693 | 1,030,472 | | Fair value change recognised in profit or loss | 40,464 | (28,255) | | Carrying amount at June 30 | 1,015,157 | 1,002,217 | - The fair value change recognised in the profit or loss for the period was a **gain of HK$40,464 thousand**, compared to a loss of HK$28,255 thousand in the prior-year period[24](index=24&type=chunk) [Financial Review](index=11&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) [Financial Performance Overview](index=11&type=section&id=%E8%B2%A1%E5%8B%99%E8%A1%A8%E7%8F%BE%E6%A6%82%E8%A6%BD) The company's revenue grew slightly, achieving a profit attributable to equity holders and reversing the prior year's loss Key Financial Performance (For the six months ended June 30) | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 15,502 | 14,259 | | Profit/(Loss) attributable to ordinary equity holders | 10,165 | (9,583) | - The Group's turnover did not experience any significant changes during the period[25](index=25&type=chunk) [Adjusted EBITDA](index=11&type=section&id=%E7%B6%93%E8%AA%BF%E6%95%B4EBITDA) Adjusted EBITDA increased significantly due to lower administrative expenses compared to the prior period Adjusted EBITDA (For the six months ended June 30) | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Adjusted EBITDA | 2,906 (Profit) | 331 (Profit) | - The increase in EBITDA was due to a **decrease in administrative expenses**, as the previous period incurred additional professional fees for the delayed publication of results[26](index=26&type=chunk) - Adjusted EBITDA excludes the effects of fair value changes of investment properties, loss on derecognition of a then subsidiary, and fair value changes of equity interest at FVTPL[26](index=26&type=chunk) [Net Profit](index=11&type=section&id=%E6%B7%A8%E6%BA%A2%E5%88%A9) The company shifted from a pre-tax loss to a pre-tax profit, driven by a non-cash gain from fair value changes in equity interests Net Profit (For the six months ended June 30) | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Profit/(Loss) before tax | 43,202 | (28,093) | | Profit/(Loss) after tax | 40,564 | (30,783) | | Fair value gain/(loss) on equity interest | 40,464 | (28,255) | - The company's turnaround from a pre-tax loss to a pre-tax profit was mainly due to a **fair value gain of HK$40,464 thousand** on its equity interest[27](index=27&type=chunk) - This fair value gain is a **non-cash transaction**, primarily resulting from the appreciation of the Renminbi, which generated a gain upon translation to Hong Kong dollars[27](index=27&type=chunk) [Liquidity and Financial Resources](index=12&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) The Group's operations are funded by operating cash flow, with stable cash balances and a low gearing ratio Liquidity and Financial Resources (As at June 30) | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Net cash from/(used in) operating activities | 6,026 (inflow) | 3,658 (outflow) | | Cash and bank balances (end of period) | 63,564 | 63,573 | - As of June 30, 2025, the Group's **gearing ratio was 0.10**, remaining at a relatively low level and consistent with December 31, 2024[29](index=29&type=chunk) - The Group's financial resources are sufficient to meet its capital expenditure and working capital requirements for the next twelve months[29](index=29&type=chunk) [Assets](index=12&type=section&id=%E8%B3%87%E7%94%A2) The Group's net assets and total assets increased as of June 30, 2025, while net current assets decreased Asset Position (As at June 30) | Metric | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Net current assets | 11,406 | 20,289 | | Net assets | 1,024,837 | 978,126 | | Total assets | 1,452,264 | 1,403,511 | [Foreign Exchange Risk](index=12&type=section&id=%E5%8C%AF%E7%8E%87%E9%A2%A8%E9%9A%AA) The Group faces currency risk between RMB and HKD but has not implemented hedging measures due to past stability - The Group's main operations are in Mainland China, with financial statements of operating subsidiaries presented in RMB, creating foreign exchange risk upon consolidation into HKD[31](index=31&type=chunk) - Given the relatively stable exchange rate between RMB and HKD in previous years, the Group has not used forward contracts or foreign currency swap instruments[31](index=31&type=chunk) [Significant Investments](index=13&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87) The Group's equity interest in Guangzhou Zhengda constitutes a significant investment, accounting for approximately 70% of total assets Significant Investment (As at June 30) | Metric | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Equity interest at FVTPL | 1,015,157 | 974,693 | | Percentage of Group's total assets | Approx. 70% | Approx. 70% | | Fair value gain/(loss) | 40,464 | (28,255) | - This investment is held by Hong Kong Zhengda (a 25%-owned subsidiary of the Group), which directly holds the entire equity of Guangzhou Zhengda[32](index=32&type=chunk) [Pledge of Assets](index=13&type=section&id=%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As of June 30, 2025, none of the Group's assets were pledged - As of June 30, 2025, none of the Group's assets were pledged (December 31, 2024: Nil)[33](index=33&type=chunk) [Contingent Liabilities](index=13&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: Nil)[34](index=34&type=chunk) [Update on Use of Proceeds](index=13&type=section&id=%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94%E6%9B%B4%E6%96%B0) The portion of proceeds for general working capital has been fully utilized, while the use of funds for the Guangzhou project is being reassessed Use of Net Proceeds from New Share Issuance (As at June 30, 2025) | Intended Use | Net Proceeds (HK$ million) | Utilised (HK$ million) | Unutilised (HK$ million) | Expected Utilisation Time | | :--- | :--- | :--- | :--- | :--- | | Guangzhou reconstruction project costs | 12.0 | – | 12.0 | On or before June 30, 2027 | | General working capital | 4.1 | 4.1 | – | – | | Total | 16.1 | 4.1 | 12.0 | | - Following the de-consolidation of Guangzhou Zhengda, the Board will consider reallocating the **HK$12,000,000** originally intended for its reconstruction project[36](index=36&type=chunk) - As of June 30, 2025, the unutilized net proceeds were held as short-term bank deposits[37](index=37&type=chunk) [Issue of Equity Securities](index=14&type=section&id=%E7%99%BC%E8%A1%8C%E8%82%A1%E6%9C%AC%E8%AD%89%E5%88%B8) The company did not issue any equity securities or sell treasury shares during the period - During the period, the Company did not issue any equity securities (including securities convertible into equity securities) or sell treasury shares for cash[38](index=38&type=chunk) [Business Review](index=15&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) [Property Investment](index=15&type=section&id=%E7%89%A9%E6%A5%AD%E6%8A%95%E8%B3%87) The Group's Gang Yu Plaza property in Chongqing provides a stable cash flow with high occupancy rates - The Group's property interest in Chongqing is located at Chaotianmen, with Gang Yu Plaza having a total GFA of approximately 24,200 sq.m., primarily for wholesale and retail of menswear and footwear[40](index=40&type=chunk) - Gang Yu Plaza is **almost fully occupied** with an acceptable tenant turnover rate, providing a stable cash flow that largely meets the Group's working capital needs[40](index=40&type=chunk) - The Board is confident that the property will continue to provide a relatively stable income for the Group in the foreseeable future[40](index=40&type=chunk) [Property Development](index=15&type=section&id=%E7%89%A9%E6%A5%AD%E7%99%BC%E5%B1%95) The Guangzhou redevelopment project is planned as a high-end commercial complex, but its start date is delayed due to a winding-up petition - The property in Yuexiu District, Guangzhou (formerly Guangzhou Metropolis Shoes City) is planned to be developed into a high-end commercial complex with twin towers and a 3-level basement, totaling a GFA of approximately 234,000 sq.m[41](index=41&type=chunk)[42](index=42&type=chunk) - The redevelopment is expected to take about four years, with the first phase completing by the end of 2029 and the final phase in Q1 2031[42](index=42&type=chunk) - The new commercial complex is expected to open and generate rental income for the Group as early as the beginning of 2030[42](index=42&type=chunk) [Properties Held for Sale](index=16&type=section&id=%E6%8C%81%E4%BD%9C%E9%8A%B7%E5%94%AE%E7%89%A9%E6%A5%AD) Guangzhou Zhengda holds approximately 190 residential units for temporary resettlement, which are currently vacant or available for sale - Guangzhou Zhengda (a former subsidiary) owns approximately 190 residential units with a total GFA of about 11,000 sq.m[43](index=43&type=chunk) - These units were built in the late 1990s for temporary resettlement of owners displaced by development but remain vacant or available for spot sale[43](index=43&type=chunk) [Winding-up Petition against Guangzhou Zhengda](index=16&type=section&id=%E5%B0%8D%E5%BB%A3%E5%B7%9E%E6%AD%A3%E5%A4%A7%E7%9A%84%E6%B8%85%E7%AE%97%E5%91%88%E8%AB%8B) Guangzhou Zhengda faces a winding-up petition, which management believes lacks legal basis and is actively seeking its dismissal [Background and Progress of the "Winding-up Petition"](index=16&type=section&id=%E3%80%8C%E6%B8%85%E7%AE%97%E5%91%88%E8%AB%8B%E3%80%8D%E4%B9%8B%E8%83%8C%E6%99%AF%E5%8F%8A%E9%80%B2%E5%B1%95) The petition, initiated in 2009, has seen legal reversals, with management contesting the legitimacy of the proceedings - Yue Fang Si Qi filed a contentious winding-up petition against Guangzhou Zhengda in 2009, despite not being a registered shareholder or verified creditor[44](index=44&type=chunk) - The Guangzhou Intermediate Court dismissed the petition in May 2021, but the Guangdong High Court overturned this decision in May 2023, ordering a retrial[45](index=45&type=chunk) - In August 2023, a new liquidator was appointed for another compulsory liquidation, which Guangzhou Zhengda has lawfully refused to cooperate with[45](index=45&type=chunk) - Guangzhou Zhengda's business continues to operate normally, and it was granted a "Demolition Permit" in December 2024 to proceed with resettlement work in 2025[46](index=46&type=chunk)[48](index=48&type=chunk) [Management's Statement](index=18&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%81%B2%E6%98%8E) The Board maintains that the petition is legally flawed and that management remains in control of operations - The Board believes the petitioner lacks the legal standing to file for liquidation and that the alleged event of default, "voluntary dissolution," never occurred[50](index=50&type=chunk) - The liquidation proceedings initiated in 2009 are legally contentious, and the new liquidator has been unable to enforce the flawed liquidation[50](index=50&type=chunk) - Guangzhou Zhengda's management **remains in control of its operations, assets, accounts, and company seals**, and will petition the court to dismiss the application again[50](index=50&type=chunk) [Update on a Major Acquisition](index=19&type=section&id=%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B3%BC%E4%BA%8B%E9%A0%85%E4%B9%8B%E8%BF%91%E6%B3%81%E7%B0%A1%E5%A0%B1) The Group has extended the long stop date for a major acquisition to June 30, 2026, to finalize amended terms - The Group signed a new extension agreement on June 24, 2024, to **extend the long stop date for a major acquisition to June 30, 2026**, aiming to agree on revised terms[51](index=51&type=chunk) - If an amended timetable is agreed, the acquisition is expected to be funded through a combination of debt financing, equity financing, bank borrowings, or private equity funds[51](index=51&type=chunk) - The Company reiterates its confidence that the winding-up petition will be ruled invalid or dismissed within the foreseeable future (e.g., approximately two years)[51](index=51&type=chunk) [Outlook](index=19&type=section&id=%E5%B1%95%E6%9C%9B) The Group has weathered the real estate market downturn with a low gearing ratio and plans to advance its redevelopment projects - The Group survived the turmoil in Mainland China's real estate market by adhering to a low-leverage principle, maintaining a **gearing ratio of only 0.1** during the period[52](index=52&type=chunk) - While China's property market has not yet bottomed out, the market shows polarization with prime luxury properties selling out quickly[52](index=52&type=chunk) - The Guangzhou redevelopment project timeline is **delayed by one year** due to incomplete demolition and legal disputes, with full commencement now expected in early 2028[53](index=53&type=chunk) - The Group intends to redevelop its stable shopping mall in Chongqing after the completion of the Guangzhou project[53](index=53&type=chunk) - The Group will focus on dismissing the winding-up petition and exploring investment opportunities in "new quality productive forces," including a potential new segment for photovoltaic solutions in the Greater Bay Area[54](index=54&type=chunk) [Other Information](index=21&type=section&id=%E5%85%B6%E4%BB%96%E4%BF%A1%E6%81%AF) [National Security Law in Hong Kong and the National Games](index=21&type=section&id=%E9%A6%99%E6%B8%AF%E5%9C%8B%E5%AE%B6%E5%AE%89%E5%85%A8%E6%B3%95%E5%8F%8A%E5%85%A8%E5%9C%8B%E9%81%8B%E5%8B%95%E6%9C%83) The Board supports the HKSAR Government's governance and congratulates Hong Kong on successfully hosting the National Games - The Board fully supports the HKSAR Government in governing according to the law[55](index=55&type=chunk) - The Board congratulates Hong Kong on the success of hosting the National Games events for the first time[56](index=56&type=chunk) [Employees and Remuneration Policy](index=21&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E9%85%AC%E9%87%91%E6%94%BF%E7%AD%96) The Group maintains a stable workforce with slightly lower staff costs, offering competitive remuneration and benefits Employee and Remuneration Information | Metric | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Number of employees | Approx. 20 | 20 | | Total staff costs (for the period) | HK$3,767,000 | HK$3,870,000 | - The Group offers competitive remuneration packages benchmarked against the market, including medical insurance, provident fund contributions, and discretionary bonuses based on performance[57](index=57&type=chunk) - The Group continuously provides adequate training and development resources for its employees[57](index=57&type=chunk) [Corporate Governance Practices](index=21&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F) The Board believes the company has complied with the Corporate Governance Code throughout the period - The Board is of the view that the Company has complied with the code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules for the entire period[58](index=58&type=chunk) [Model Code for Securities Transactions](index=21&type=section&id=%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E4%B9%8B%E6%A8%99%E6%BA%96%E5%AE%88%E5%89%87) The company has adopted the Model Code for securities transactions and confirms directors' compliance - The Company has adopted the Model Code for Securities Transactions by Directors as set out in Appendix C3 to the Listing Rules as its code of conduct for securities transactions by directors[59](index=59&type=chunk) - Upon specific enquiry, the Company confirmed that all directors have complied with the required standards set out in the code during the period[59](index=59&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=22&type=section&id=%E8%B2%B7%E8%B3%A3%E6%88%96%E8%B4%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period - During the period, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities[60](index=60&type=chunk) [Review by Audit Committee](index=22&type=section&id=%E7%94%B1%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83%E5%AF%A9%E9%96%B1) The Group's unaudited interim financial statements have been reviewed by the Audit Committee - The Group's unaudited condensed consolidated financial statements for the period have been reviewed by the Company's Audit Committee[61](index=61&type=chunk) [Publication of Interim Report for the six months ended 30 June 2025](index=22&type=section&id=%E5%88%8A%E7%99%BB%E6%88%AA%E8%87%B3%E4%BA%8C%E9%9B%B6%E4%BA%8C%E4%BA%94%E5%B9%B4%E5%85%AD%E6%9C%88%E4%B8%89%E5%8D%81%E6%97%A5%E6%AD%A2%E5%85%AD%E5%80%8B%E6%9C%88%E4%B9%8B%E4%B8%AD%E6%9C%9F%E5%A0%B1%E5%91%8A) The interim report will be dispatched to shareholders and published on the HKEX and company websites - The interim report for the six months ended 30 June 2025 will be dispatched to shareholders and published on the websites of HKEX (www.hkex.com.hk) and the Company (https://www.irasia.com/listco/hk/zhonghua) as soon as practicable[62](index=62&type=chunk)