Financial Performance - For the year ended December 31, 2022, the company recorded a revenue of HKD 30,283,000, a decrease of 47.5% compared to HKD 57,670,000 in 2021[8] - The net profit attributable to ordinary shareholders for the year was HKD 3,273,000, down 52.0% from HKD 6,811,000 in the previous year[8] - Adjusted EBITDA for the year was HKD 7,447,000, a decline of 74.6% from HKD 29,301,000 in 2021[9] - The company's cash and bank balances as of December 31, 2022, were HKD 84,874,000, down from HKD 93,204,000 in 2021[12] - The total assets of the company as of December 31, 2022, were HKD 4,415,959,000, a decrease from HKD 4,727,091,000 in the previous year[12] - The company had outstanding borrowings of HKD 72,297,000 as of December 31, 2022, compared to HKD 79,359,000 in 2021[12] - Total employee costs, including director remuneration, amounted to HKD 8,280,000 for the year ending December 31, 2022, compared to HKD 7,967,000 in 2021[51] - The group employs approximately 30 staff members, consistent with the previous year[51] Investment Properties - The fair value gain on investment properties for the year was HKD 50,692,000, an increase from HKD 33,638,000 in the previous year[10] - The company has two investment properties located in Chongqing and Guangzhou, with a total book value of HKD 4,274,112,000 as of December 31, 2022[15] - The company holds significant property interests in Chongqing and Guangzhou, with the Chongqing property being a commercial building with a total construction area of approximately 49,400 square meters[23][27] - The Guangzhou redevelopment project is planned to be a 22-story multifunctional commercial complex with a total construction area of approximately 234,000 square meters, with an estimated construction cost of RMB 1.7 billion (approximately HKD 1.921 billion)[30][31] - The first phase of the Guangzhou redevelopment project is expected to be completed by the end of 2026, with the second phase by the first quarter of 2028, and the new commercial complex is anticipated to open in early 2027[31] - The company expects to continue generating rental income from remaining units and temporary parking lots in the Guangzhou redevelopment project until construction begins[31] - The Chongqing property has maintained low shop turnover rates, with most shops leased to third parties on annual contracts[27] Financing and Capital Structure - The company issued 55 million new shares after the exercise of stock options, raising HKD 4.95 million before expenses[17] - As of December 31, 2022, the net proceeds from the new share issuance amounted to HKD 16.1 million, with 74.5% (HKD 12.0 million) allocated for the reconstruction costs of the Guangzhou development project[21] - The company plans to finance the construction costs through bank loans, project financing, equity financing, and potential new funds from investors[31] - The company’s capital debt ratio remained stable at 0.02 for both 2022 and 2021[11] Legal and Regulatory Matters - The court ruled in May 2021 to reject a forced liquidation application against Guangzhou Zhengda, confirming that the company remains operational and is wholly owned by Hong Kong Zhengda[39] - The company is optimistic about favorable outcomes in ongoing legal disputes, including an appeal related to compensation decisions from the former Guangzhou Housing Authority[44] - The company has not received any court summons, notices, or judgments related to the liquidation petition as of now[89] - The company maintains that the so-called liquidator lacks valid authorization to handle the liquidation matters of Guangzhou Zhengda[85] - The compensation decision from the housing authority required Guangzhou Zhengda to pay approximately RMB 27,600,000 to nine claimants, but this obligation was later revoked by the Guangzhou Municipal Government[102] Corporate Governance - The board of directors confirmed that there are no other significant risks or uncertainties affecting the company beyond those disclosed in the annual report[112] - The board consists of 5 members, including 1 executive director and 3 independent non-executive directors, all of whom have served for over 10 years[169] - The audit committee is composed entirely of independent non-executive directors, ensuring compliance with governance codes[182] - The remuneration committee includes three independent non-executive directors and one executive director, responsible for determining the remuneration policies[186] - The company has adopted a whistleblowing policy to encourage reporting of any suspected misconduct or unethical behavior, ensuring protection for whistleblowers[194] - The company has established effective mechanisms to support a highly independent board and regularly reviews its governance structure[175] Market Outlook and Economic Conditions - Following the implementation of the "full resumption" policy in March 2023, economic activities in both mainland China and Hong Kong are gradually returning to normal, with strong economic rebound indicators[45] - The central government aims for a 5% economic growth target for 2023, despite challenges such as the ongoing Russia-Ukraine conflict and potential financial crises in the West[45] - The new government emphasizes economic recovery as a priority, with a focus on maintaining openness and supporting private enterprises[46] - The group anticipates that the US Federal Reserve's interest rate hikes will peak in the third quarter of 2023, potentially stabilizing the RMB exchange rate[46] - The group plans to leverage the economic opportunities presented by the recovering market to enhance its business strategies and growth[45] Shareholder Matters - The company did not recommend the payment of a final dividend for the year ended December 31, 2022[22] - The company reported a profit for the year ending December 31, 2022, but has decided not to declare any dividends due to ongoing reconstruction projects and the focus on long-term capital appreciation rather than short-term profits[113][114] - Major shareholders holding 5% or more of the company's shares include Ye Jiali with 15.30% (117,600,000 shares) and He Zhanxiong with 13.74% (105,600,000 shares)[146] Employee Relations - The company emphasizes the importance of competitive remuneration to foster a fair and caring relationship with employees[51] - The company maintains a close relationship with employees, providing a fair and safe working environment along with training and development resources[152]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責, 對其準確性或完整性亦不發表任何聲明,並明確表示概不因本公佈全部或任何部 份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。 (於百慕達註冊成立之有限公司) (股份代號:1064) 截至二零二二年十二月三十一日止年度之初步業績 本公告乃根據香港聯合交易所有限公司證券上市規則(「上市規則」)第13.49(1)及(2) 條作出公佈。 中華國際控股有限公司(「本公司」)董事會(「董事會」)謹此宣佈本公司及其附屬公 司(統稱「本集團」)截至二零二二年十二月三十一日止年度之綜合業績(「年度業 績」),連同比較數字及相關解釋附註如下: 綜合收益表 截至二零二二年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 | | 收入 | 2 | 30,283 | 57,670 | | 銷售成本 | | – | (5,628) | | 毛利 | | 30,283 | 52 ...

Financial Performance - The company reported consolidated revenue of HKD 15,104,000 for the six months ended June 30, 2022, representing an increase of approximately 1% compared to HKD 14,980,000 in the same period last year[7]. - The adjusted EBITDA for the period was HKD 4,995,000, up from HKD 4,071,000 in the previous year[8]. - The net profit for the period was HKD 521,000, a turnaround from a loss of HKD 353,000 in the same period last year, attributed to a reduction in administrative expenses from HKD 12,320,000 to HKD 11,717,000[9]. - Profit before tax for the period was HKD 3,118,000, representing a 44.9% increase from HKD 2,152,000 in the previous year[88]. - The net profit attributable to equity holders of the company was HKD 1,051,000, compared to a loss of HKD 353,000 in the same period last year[88]. - The total comprehensive income for the period was a loss of HKD 133,216,000, compared to a gain of HKD 26,260,000 in the previous year, primarily due to foreign exchange losses[91]. - The company’s total comprehensive income for the period was HKD 8,564,000, compared to HKD 26,260,000 in the same period of 2021, representing a decrease of 67.4%[108]. Cash Flow and Liquidity - The net cash flow from operating activities was HKD 210,000, down from HKD 3,521,000 in the previous year[10]. - As of June 30, 2022, the company had cash and bank balances of HKD 66,310,000, a decrease from HKD 93,204,000 as of December 31, 2021[10]. - Cash and cash equivalents at the end of the period were HKD 66,310,000, down from HKD 82,093,000 at the end of June 2021, indicating a decrease of 19.2%[101]. - The company’s operating cash flow for the six months was HKD 210,000, significantly lower than HKD 3,521,000 in the previous year, indicating a decline of 94.0%[101]. Assets and Liabilities - The total liabilities as of June 30, 2022, were HKD 75,352,000, down from HKD 79,359,000 at the end of the previous year[13]. - The company’s total liabilities decreased from HKD 1,350,669,000 to HKD 1,289,378,000, reflecting a reduction of approximately 4.5%[95]. - The total assets as of June 30, 2022, were HKD 4,514,747,000, a decrease from HKD 4,727,091,000 as of December 31, 2021[14]. - Non-current assets decreased to HKD 4,378,468,000 from HKD 4,566,646,000 at the end of 2021[93]. - Current assets decreased to HKD 136,279,000 from HKD 160,445,000 at the end of 2021[93]. - Current liabilities decreased to HKD 135,209,000 from HKD 153,046,000 at the end of 2021[93]. - The company’s non-current liabilities totaled HKD 1,289,378,000, down from HKD 1,350,669,000, indicating a reduction of approximately 4.5%[95]. Shareholder Information - Major shareholders include He Jianxiong with 110,600,000 shares (15.50%) and He Zhanxiong with 105,600,000 shares (14.80%) as of June 30, 2022[70]. - The company did not declare an interim dividend for the period, consistent with the previous year[78]. - The company did not recommend the payment of an interim dividend for the period, consistent with the previous year[118]. - No share options were granted or exercised during the period[76]. - The company has no issued potential dilutive ordinary shares as of the reporting date[120]. Real Estate Development - The company has two investment properties located in Chongqing and Guangzhou, with a carrying value of HKD 407,979,000 and HKD 3,966,300,000 respectively[14]. - The Chongqing property, located in a prime area, has a total construction area of approximately 49,400 square meters, with the company owning about 24,400 square meters, primarily leased to third parties[26]. - The Guangzhou redevelopment project is planned to be a 22-story multifunctional commercial complex with a total construction area of approximately 234,000 square meters, including twin towers and three basement levels[33]. - The redevelopment project in Guangzhou is expected to take about four years, with the first phase completion anticipated by the end of 2025 and the second phase by early 2027[34]. - The company is conducting feasibility studies to potentially convert some redevelopment projects from serviced apartments to residential properties, which could significantly enhance investment returns[33]. - The company’s properties in Guangzhou and Chongqing are strategically located near major transportation and commercial hubs, enhancing their market appeal[30]. - The company plans to connect the new building's basement to two metro stations, improving accessibility for future tenants[33]. - The overall real estate market in Guangzhou has been impacted by a national crisis, but the company's redevelopment plans are proceeding as scheduled due to minimal funding requirements during the planning phase[34]. - The Guangzhou reconstruction project has a budgeted cost of approximately RMB 1.7 billion (HKD 1.989 billion), with the company and related parties bearing 25% and 75% of the total cost respectively[37]. - The company owns about 190 residential units with a total construction area of approximately 11,070 square meters, which are expected to be renovated before being put on the market for sale[38]. - The company is actively exploring other income sources and new business projects in Guangzhou to compensate for the revenue loss due to the closure of the wholesale market in 2019[37]. Challenges and Market Conditions - The ongoing COVID-19 pandemic continues to pose severe challenges, impacting cross-border operations and the overall economic performance in China for 2022 remains uncertain[49]. - The Chinese government is addressing challenges in the real estate sector and economic recovery, with a GDP growth target of approximately 5.5% for 2022, which is now considered difficult to achieve[52]. - The central government has gradually lowered the benchmark interest rate since Q1 2022 and instructed major commercial banks to increase liquidity for the real estate sector[52]. - Despite the impact of COVID-19 and temporary lockdowns, rental income from the Chongqing property remained stable due to most leases being signed at the end of 2021[29]. Employee Information - The total employee cost for the group was HKD 3,916,000 for the period, down from HKD 4,149,000 in the previous year[57]. - As of June 30, 2022, the group employed approximately 24 employees, unchanged from December 31, 2021[57].

Financial Performance - The Group recorded a revenue of HKD 57,670,000 for the year ended December 31, 2021, compared to HKD 24,423,000 in 2020, representing an increase of approximately 135%[7] - The net profit attributable to ordinary shareholders was HKD 6,811,000 for the year ended December 31, 2021, compared to a loss of HKD 6,576,000 in 2020[7] - Adjusted EBITDA for the year was HKD 29,301,000, a significant increase from HKD 1,575,000 in 2020[8] - The Group's pre-tax profit was HKD 59,109,000, up from a loss of HKD 440,000 in the previous year, driven by property sales and fair value gains[9] - Cash and bank balances as of December 31, 2021, were HKD 93,204,000, compared to HKD 86,407,000 in 2020[11] - The Group's total assets amounted to HKD 4,727,091,000 as of December 31, 2021, an increase from HKD 4,564,165,000 in 2020[14] - The Group's net cash flow from operating activities was HKD 22,442,000 for the year, compared to HKD 18,776,000 in 2020[10] - The fair value gain on investment properties for the year was HKD 33,638,000, compared to HKD 5,936,000 in the previous year[9] Property Development and Projects - The Group sold properties worth HKD 27,461,000 during the year, contributing to the revenue increase[14] - The Guangzhou redevelopment project is planned to be a 22-story multifunctional Grade A commercial complex with a total construction area of approximately 234,000 square meters[26] - The estimated construction cost for the Guangzhou redevelopment project is approximately RMB 1.7 billion (HKD 2.074 billion), with the company bearing 25% of the total cost[27] - The first phase of the Guangzhou redevelopment project is expected to be completed by the end of 2024, while the second phase is anticipated to finish in the first quarter of 2027[27] - The company expects to generate rental income from remaining units and the temporary parking lot until construction begins on the Guangzhou redevelopment project[27] - The Chongqing property, known as Port Yuguang Plaza, has a total construction area of approximately 49,400 square meters and is fully leased with a low turnover rate[23] - The Chongqing property has resumed normal operations after most of 2021 was able to control the COVID-19 pandemic, with rental income not significantly impacted due to prior lease agreements[24] - The company is conducting preliminary feasibility studies on repurposing some redevelopment projects from serviced apartments to residential properties in response to new urban policy directives[26] Legal and Regulatory Matters - The company is in discussions with independent third parties regarding potential business cooperation for the Guangzhou redevelopment project, although negotiations were paused due to uncertainties in the real estate market[26] - The Guangzhou Intermediate People's Court ruled in May 2021 to reject a liquidation application against Guangzhou Zhengda, confirming that the company remains operational and wholly owned by Hong Kong Zhengda[35][36] - The Guangdong High People's Court confirmed the legal effectiveness of a ruling in December 2021, dismissing all claims made by a third party against Guangzhou Zhengda and Hong Kong Zhengda[38] - The group anticipates that the rejection of the liquidation application will accelerate the reconstruction plans for Guangzhou Zhengda[37] - The so-called liquidation petition against Guangzhou Zhengda lacks legal basis and does not comply with Chinese legal procedures[70] - The alleged liquidation application submitted by Guangdong Guoding Law Firm was done without prior notice or consent from Guangzhou Zhengda[67] - The previous housing authority and courts still recognize Guangzhou Zhengda as an independent legal entity and eligible litigation subject[75] Acquisition and Investment - The group is involved in a significant acquisition, with a revised agreement to explore opportunities for acquiring the remaining 75% indirect interest in Hong Kong Zhengda, with the completion timeline extended to June 30, 2022[33] - The group has approximately 25% equity interest in Hong Kong Zhengda, which may change to an associate company if the acquisition does not proceed[33] - The company announced the acquisition of 100% equity in Hong Kong Zhengda for RMB 1,814,800,000, equivalent to HKD 2,214,056,000 as of December 31, 2021[89] - The total acquisition cost for 100% equity is RMB 1,814,800,000, with specific completion dates for each part outlined in the agreement[91] Employee and Governance - The total employee cost for the year was HKD 7,967,000, an increase from HKD 7,574,000 in the previous year, with approximately 30 employees as of December 31, 2020[50] - The company has a low employee turnover rate, with most of its approximately 30 employees having served for over 20 years[191] - The company provided a fair and safe working environment for employees, promoting diversity and offering competitive compensation and benefits[145] - The company has established compliance procedures to ensure adherence to environmental laws and regulations affecting its operations[143] - The company confirmed that all directors complied with the securities trading code throughout the year[152] - The company’s governance practices adhered to the corporate governance code, with a commitment to transparency and accountability[152] Environmental and Social Responsibility - The company is committed to environmental sustainability and compliance with relevant laws and regulations in its operations in mainland China[143] - The company has implemented energy-saving measures, including replacing most fluorescent and incandescent bulbs with LED lighting in its operations[180] - The management has implemented strict temperature control policies for air conditioning and ventilation to reduce electricity costs and carbon emissions, as air conditioning is the largest energy consumer in shopping centers[181] - The company is committed to using green building designs and environmentally responsible methods in the proposed reconstruction project in Guangzhou[184] - The management plans to allocate funds raised under the green financing framework to qualified projects related to the Guangzhou reconstruction[185] - Qualified projects include green buildings that must be applying for at least gold certification in energy and environmental design or a minimum of two-star rating in China's green building label[186] Shareholder Communication and Financial Management - The company emphasizes the importance of timely communication with shareholders and provides contact information on its website for inquiries[172] - The company has adopted a share option plan to reward qualified participants contributing to its business and profitability[129] - As of December 31, 2021, there were no unexercised share options under the share option plan[130] - The company extended the completion date of a purchase agreement from June 30, 2021, to June 30, 2022, without incurring deferred interest[135] - The company recorded interest expenses of HKD 1,548,000 related to loans from director He Jianxiong during the year[140] COVID-19 Impact - The company has established strict health control rules and work-from-home policies to ensure employee safety during the COVID-19 pandemic[192] - There were no reported cases of COVID-19 infection among employees or their family members during the review period[194] - The company’s executive director and non-executive director were unable to attend the annual general meeting due to COVID-19 travel restrictions[155]

Financial Performance - The company reported consolidated revenue of HKD 14,980,000 for the six months ended June 30, 2021, representing an increase of approximately 27% compared to HKD 11,809,000 in the same period last year[8]. - The profit attributable to ordinary equity holders for the period was HKD 489,000, a significant improvement from a loss of HKD 1,767,000 in the previous year[8]. - Adjusted EBITDA for the period was HKD 4,071,000, compared to HKD 1,315,000 in the same period last year[9]. - The group recorded a pre-tax profit of HKD 2,152,000, improving from a loss of HKD 2,619,000 in the previous year[10]. - The net loss for the period was HKD 353,000, a reduction from a loss of HKD 4,674,000 in the previous year[10]. - Total comprehensive income for the period was HKD 26,260,000, compared to a total comprehensive loss of HKD 57,749,000 in 2020[60]. - The company reported a total comprehensive income of HKD 8,564,000 for the six months ended June 30, 2021, compared to a total comprehensive loss of HKD 17,797,000 for the same period in 2020, indicating a significant improvement[66]. - The company reported a basic earnings per share of HKD 0.07, recovering from a loss of HKD 0.27 per share in the previous year[58]. Assets and Liabilities - Cash and bank balances as of June 30, 2021, were HKD 82,093,000, down from HKD 86,407,000 as of December 31, 2020[11]. - The group had outstanding borrowings of HKD 79,029,000 as of June 30, 2021, slightly down from HKD 79,316,000 as of December 31, 2020[14]. - The total assets of the group were HKD 4,593,780,000 as of June 30, 2021, compared to HKD 4,564,165,000 as of December 31, 2020[15]. - The company maintained a low debt level, with total non-current liabilities of HKD 1,327,891,000, slightly increased from HKD 1,322,917,000 in the previous year[64]. - The net asset value increased to HKD 3,138,452,000 from HKD 3,112,192,000 in December 2020[64]. Investment Properties and Projects - The group has two investment properties located in Chongqing and Guangzhou, with a carrying value of HKD 421,080,000 and HKD 4,032,000,000 respectively as of June 30, 2021[16]. - The Guangzhou redevelopment project is planned to cover a total construction area of approximately 234,000 square meters, including a 22-story multifunctional commercial complex[31]. - The first phase of the Guangzhou redevelopment project is expected to be completed by Q4 2024, while the second phase is projected to finish by Q1 2026[32]. - The Chongqing property, located in a prime area, has a total construction area of approximately 49,400 square meters, primarily operating as a multi-level shopping center[25]. - The Guangzhou reconstruction project has a budgeted cost of approximately RMB 1.7 billion (HKD 2.04 billion), with the company and related parties bearing 25% and 75% of the total cost respectively[34]. Cash Flow and Financial Management - Operating cash flow for the six months ended June 30, 2021, was HKD 3,521,000, a decrease from HKD 14,049,000 in the previous year[68]. - The company had a net cash and cash equivalents balance of HKD 82,093,000 as of June 30, 2021, slightly down from HKD 83,086,000 at the end of the previous year[69]. - The financial expenses for the six months ended June 30, 2021, were HKD 838,000, a decrease from HKD 2,771,000 in the same period of 2020[78]. - Interest expense on loans from directors for the period was HKD 768,000, down from HKD 2,752,000 for the same period in 2020, reflecting a 72% decrease[93]. Share Issuance and Dividends - The net proceeds from the issuance of new shares amounted to HKD 16.1 million, with 74.5% allocated to the Guangzhou development project and 25.5% for general working capital[22]. - The company did not recommend any interim dividend for the period, consistent with the previous year[86]. - The company issued shares amounting to HKD 16,200,000 in 2020, which was not repeated in the current period[69]. Governance and Compliance - The interim report was approved by the board on August 26, 2021[117]. - The company's governance practices largely complied with the corporate governance code, despite some directors being absent from the annual general meeting due to COVID-19 restrictions[112]. - The unaudited condensed consolidated financial statements for the period were reviewed by the audit committee[116]. Future Outlook and Strategic Plans - The board is optimistic about economic recovery in mainland China and Hong Kong, projecting a GDP growth rate of 6% for 2021[53]. - The company plans to leverage its strong asset base to finance reconstruction projects in Guangzhou and explore new business opportunities[53]. - The company is conducting feasibility studies regarding the new urban policy that encourages repurposing commercial areas into residential zones, which could enhance investment returns[31]. - The company is currently undergoing the bidding process for underground exploration prior to construction commencement[32]. - The company remains optimistic about favorable outcomes in ongoing litigation, which has been a concern for nearly ten years, potentially aiding the Guangzhou reconstruction plan[45].

Financial Performance - The company reported a revenue of HKD 24,423,000 for the year ended December 31, 2020, a decrease of 41.4% from HKD 41,732,000 in 2019[8]. - The net loss attributable to ordinary shareholders for the year was HKD 6,576,000, compared to a loss of HKD 18,505,000 in 2019, indicating an improvement in performance[8]. - The adjusted EBITDA for the year was a profit of HKD 1,575,000, down from HKD 7,514,000 in 2019[10]. - The net cash flow from operating activities was HKD 18,776,000, an increase from HKD 12,538,000 in 2019[11]. - The total liabilities, including borrowings, amounted to HKD 79,316,000, compared to HKD 72,927,000 in 2019[12]. - The total employee cost for the year was HKD 7,574,000, a decrease of 14.14% from HKD 8,825,000 in the previous year[45]. - The company has not declared any dividends for the year ended December 31, 2020[106]. Cash and Assets - As of December 31, 2020, the company's cash and bank balances were HKD 86,407,000, up from HKD 77,268,000 in 2019[12]. - The capital to asset ratio remained stable at 0.02, indicating a low level of financial leverage[13]. - The company holds two investment properties in China, with a total book value of HKD 4,415,971,000 as of December 31, 2020[16]. - The fair value of the group's investment properties was HKD 4,415,971,000, representing 96.8% of the total assets[193]. Business Strategy and Future Plans - The company plans to focus on revenue growth in 2021 following the closure of its wholesale center in Guangzhou in 2019[8]. - The company is conducting preliminary feasibility studies on new policies encouraging the conversion of commercial areas to residential use, which could significantly enhance investment returns[32]. - The group plans to leverage its strong asset base and low debt levels to finance reconstruction projects in Guangzhou and explore new business opportunities in 2021 and 2022[43]. - The group is actively exploring other income sources and new business projects in Guangzhou to compensate for the revenue loss due to the closure of the wholesale market in 2019[44]. Development Projects - The Guangzhou development project is planned to be a 22-story multifunctional commercial complex with a total construction area of approximately 234,000 square meters[31]. - The estimated construction cost for the Guangzhou project is approximately RMB 1.7 billion (HKD 2.02 billion), with the company and the seller bearing 25% and 75% of the total cost, respectively[33]. - The first phase of the Guangzhou project is expected to be completed by the end of 2023, and the second phase by the end of 2025, with the new commercial complex anticipated to open in 2024[32]. - The group anticipates that the new commercial complex in Guangzhou will generate rental income and capital appreciation once completed[36]. Share Issuance and Financing - The company issued a subscription agreement for 108,000,000 new shares at HKD 0.15 each, representing approximately 17.8% of the issued share capital at the time of the agreement[18]. - The company completed the issuance of 108,000,000 new shares at a price of HKD 0.15 per share, raising a total of HKD 16,200,000, with a net amount of approximately HKD 16,100,000 after costs[20]. - Of the net proceeds, HKD 12,000,000 is allocated for the reconstruction costs of the Guangzhou development project, while approximately HKD 4,100,000 is intended for general working capital[21]. Legal and Compliance Issues - The company has faced challenges regarding a so-called "liquidation application," which lacks proper legal documentation[57]. - The so-called liquidation petition does not comply with Chinese legal regulations and judicial procedures[63]. - The company has not received any formal judgment or notice from the Guangzhou Intermediate Court regarding the appeal since October 15, 2009[91]. - The company has not taken further action regarding the liquidation petition until receiving formal legal notifications from Chinese courts[78]. Corporate Governance - The board of directors consists of both executive and independent non-executive members, with all non-executive directors eligible for re-election at the annual general meeting[114]. - The company has adhered to the corporate governance code throughout the year, with minor deviations noted[141]. - The remuneration committee is responsible for determining the remuneration policies for directors and senior management, reviewing compensation based on performance[159]. - The internal control system is reviewed at least once a year by the audit committee to ensure its effectiveness in managing operational risks[162]. Employee Relations and Community Engagement - The company maintains a close relationship with employees, providing a fair and safe working environment along with training and development resources[136]. - The management has implemented strict health control rules and work-from-home policies during the COVID-19 pandemic, ensuring employee safety[172]. - The company has been involved in community service through donations, sponsorships, and volunteer activities, particularly during national celebrations[179]. - Employees in Hong Kong actively participate in volunteer services, supported by management through matching donations[179]. Environmental and Social Responsibility - The group has replaced most fluorescent and incandescent bulbs with LED lights and energy-efficient fixtures in its investment properties[169]. - The management is interested in using new energy-saving or environmentally friendly building materials, provided the costs are reasonable[169]. - The company has complied with all relevant environmental laws and regulations impacting its operations during the review year[134]. Audit and Financial Reporting - The independent auditor's report confirms that the financial statements reflect the company's financial position accurately as of December 31, 2020[186]. - The financial statements were prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance with local regulations[186]. - The board of directors is responsible for preparing true and fair financial statements in accordance with the Hong Kong Financial Reporting Standards[198].

Financial Performance - The company reported a revenue of HKD 41,732,000 for the year ended December 31, 2019, a decrease of 18.5% compared to HKD 51,300,000 in 2018[6]. - The net loss attributable to ordinary shareholders for the year was HKD 18,505,000, compared to a profit of HKD 11,989,000 in 2018[6]. - The adjusted EBITDA for the year was HKD 5,436,000, down 76.3% from HKD 22,813,000 in 2018[8]. - The group faced a pre-tax loss of HKD 78,805,000 for the year, compared to a profit of HKD 69,362,000 in 2018[7]. - The net cash flow from operating activities was HKD 12,538,000, down 40.6% from HKD 21,154,000 in 2018[9]. - The total amount claimed by Chongqing Superba to former partners was approximately RMB 10,500,000, which was later reduced to RMB 4,200,000 by the Guangdong High Court[55]. - The company reported a loss before tax of HKD 78,805,000 compared to a profit of HKD 69,362,000 in the previous year[199]. - The net loss for the year was HKD 62,099,000, a significant decline from a profit of HKD 50,269,000 in 2018[199]. - Basic and diluted earnings per share for ordinary shareholders were both HKD (0.03), down from HKD 0.02 in 2018[199]. - Administrative expenses increased to HKD 37,468,000 from HKD 29,321,000, reflecting a rise of 27.5%[199]. - Fair value changes in investment properties resulted in a loss of HKD 77,970,000, contrasting with a gain of HKD 53,520,000 in the prior year[199]. - The company recognized a tax credit of HKD 16,706,000, compared to a tax expense of HKD 19,093,000 in 2018[199]. - Other income and gains increased to HKD 917,000 from HKD 564,000, marking a growth of 62.5%[199]. - Financial expenses decreased slightly to HKD 6,016,000 from HKD 6,701,000, a reduction of 10.2%[199]. - The company faced significant uncertainty regarding its ability to continue as a going concern, which may impact future operations[198]. Assets and Liabilities - The group's cash and bank balances as of December 31, 2019, were HKD 77,268,000, a decrease of 15.6% from HKD 91,511,000 in 2018[10]. - The total assets of the group were HKD 4,299,524,000, down from HKD 4,495,261,000 in 2018, reflecting a decrease of 4.4%[13]. - The non-controlling interest of the group was HKD 2,074,825,000, accounting for approximately 75% of the equity of the group[183]. - The contribution of the group from the investment in the property development companies accounted for 43% of the group's revenue and 81% of total assets as of December 31, 2019[183]. - The fair value of the group's investment properties was HKD 4,150,272,000, representing 96.5% of the total assets[185]. Share Issuance and Capital - The company announced a subscription agreement for the issuance of 120,000,000 new shares at HKD 0.15 per share, which was not completed by the deadline[17]. - The company announced a subscription agreement to issue 108,000,000 new shares at HKD 0.15 per share, raising a total of HKD 16,200,000, with net proceeds of approximately HKD 16,000,000[19]. - The company entered into a subscription agreement with China Everbright International Investment Limited to issue 120,000,000 new shares at an issue price of HKD 0.15 per share, representing approximately 19.8% of the existing issued share capital as of the year-end[115]. - Major shareholders held significant stakes, with Ye Jiali owning 110,600,000 shares (18.26%) and He Boxiong holding 99,800,000 shares (16.48%) as of December 31, 2019[118]. Business Operations and Development Projects - The company will allocate HKD 12,000,000 for reconstruction costs of the Guangzhou development project and approximately HKD 4,000,000 for general operating funds[19]. - The planned redevelopment of the Guangzhou Metropolitan Shoe City will be a 22-story mixed-use commercial complex with a total construction area of approximately 234,000 square meters[28]. - The estimated construction cost for the Guangzhou development project is approximately RMB 1.7 billion (HKD 1.92 billion), with the company bearing 25% of the total cost[30]. - The new commercial complex is expected to generate rental income upon completion, anticipated to open as early as 2023[28]. - The company expects higher monthly revenue from Port Yu Plaza in the second half of 2020, despite temporary closures due to COVID-19[26]. - The Chongqing property, known as Port Yu Plaza, has a total construction area of approximately 49,400 square meters, with the company owning about 24,400 square meters[24]. - Guangzhou Zhengda's registered capital is RMB 150,000,000, with an investment budget of RMB 450,000,000[32]. Legal and Regulatory Matters - The group faced multiple legal claims as of December 31, 2019, related to investments in a subsidiary, property demolition, and several contract disputes[187]. - The management's assessment of the appropriateness of provisions for legal claims required significant judgment regarding potential economic benefits[187]. - The administrative decision requiring Guangzhou Zhengda to demolish a non-permanent commercial building was initially rejected by the Yuexiu District Court, but later reinstated by the Guangzhou Railway Court[63]. - Guangzhou Zhengda was ordered to pay a one-time cash compensation of approximately RMB 27,600,000 to nine claimants, but this obligation was later revoked by the Guangzhou government[58]. - The company remains optimistic about obtaining a favorable ruling in the ongoing legal case regarding the appeal against the Guangzhou Intermediate People's Court's decision[52]. Corporate Governance and Compliance - The company believes it has complied with the corporate governance code throughout the year, with one exception regarding the appointment and re-election of directors[129]. - The company confirmed that all directors complied with the standards set forth in the securities trading code throughout the year[130]. - The board has adopted a diversity policy for its members, considering factors such as gender, age, and professional experience[149]. - The internal control system is reviewed at least once a year by the audit committee to ensure its effectiveness[150]. - The company has maintained compliance with relevant building, fire, and environmental regulations across all properties, with no major fire or industrial safety incidents reported during the year[168]. Employee Relations and Community Engagement - The company maintains a close relationship with employees, providing a fair and safe working environment along with training and development resources[122]. - Employee turnover has been extremely low over the past few years, indicating a stable workforce[166]. - The company provides additional benefits to employees, including paid maternity leave, paternity leave, and professional training[166]. - The company actively engages in community service through donations, sponsorships, and volunteer activities, with employees participating in various community initiatives[170]. - The company donated RMB 400,000 (approximately HKD 452,000) to promote Chinese cultural and artistic education as part of the "Belt and Road" initiative[170]. Environmental Responsibility - The company is committed to complying with environmental laws and regulations in China, ensuring sustainable development[121]. - The management has implemented energy-saving plans and policies, replacing most fluorescent and incandescent bulbs with LED lights[160]. - The management is committed to protecting the environment and has made efforts to comply with energy-saving and pollution control regulations[160].

Financial Performance - Revenue for the six months ended June 30, 2019, was HK$26,766,000, representing an increase of 11.3% compared to HK$24,047,000 for the same period in 2018[10]. - Profit before tax for the period was HK$9,470,000, up 42.5% from HK$6,636,000 in the previous year[10]. - Profit for the period attributable to ordinary equity holders was HK$525,000, compared to a loss of HK$1,172,000 in the same period of 2018[10]. - Total comprehensive expense for the period was HK$21,800,000, a significant reduction from HK$50,178,000 in the previous year[12]. - The company reported a basic and diluted profit per share of HK$0.09 cents, compared to a loss of HK$0.19 cents per share in the same period of 2018[10]. - For the six months ended June 30, 2019, profit before tax was HK$9,470, representing a 42.5% increase compared to HK$6,636 for the same period in 2018[22]. - The Group's profit for the period was HK$5,266,000, up from HK$3,115,000 in the same period last year[146]. - Profit attributable to equity shareholders was HK$525,000 for the period, compared to a loss of HK$1,172,000 for the same period last year[146]. Assets and Liabilities - Non-current assets totaled HK$4,309,685,000 as of June 30, 2019, slightly down from HK$4,345,349,000 at the end of 2018[14]. - As of June 30, 2019, total non-current liabilities amounted to HK$1,315,852, a decrease of 1.1% from HK$1,330,348 as of December 31, 2018[16]. - Net assets as of June 30, 2019, were HK$3,035,622, down from HK$3,057,294 at the end of 2018, reflecting a decrease of 0.7%[16]. - Cash and bank balances decreased to HK$82,400,000 from HK$91,511,000 at the end of 2018[14]. - The carrying amount of right-of-use assets as of June 30, 2019, was HK$2,251,000, while lease liabilities amounted to HK$2,139,000[68]. - Interest-bearing bank and other borrowings increased by HK$3,162,000 as a result of the lease liabilities recognized[48]. - Total liabilities increased by HK$3,162,000 following the adoption of HKFRS 16[48]. Cash Flow - Cash generated from operations for the first half of 2019 was HK$4,176, a significant recovery from a cash outflow of HK$8,731 in the same period of 2018[22]. - Net cash flows used in financing activities increased to HK$11,339 for the first half of 2019, compared to HK$1,214 in the same period of 2018[24]. - Cash and cash equivalents at the end of June 30, 2019, were HK$80,078, an increase from HK$67,053 at the end of June 30, 2018[24]. Expenses - Administrative expenses were HK$14,386,000, up from HK$14,130,000 in the same period of 2018[10]. - Finance costs decreased to HK$3,128,000 from HK$3,500,000 in the previous year[10]. - The Group recognized rental expenses for short-term leases amounting to HK$109,000 for the six months ended June 30, 2019[68]. - The depreciation charge for right-of-use assets was HK$1,039,000, reflecting the adoption of new accounting policies[81]. Accounting Standards - The company adopted HKFRS 16, which impacted the financial statements, particularly in the recognition of lease liabilities and right-of-use assets[25]. - The Group adopted HKFRS 16 using the modified retrospective method with an initial application date of January 1, 2019, impacting the recognition of lease liabilities and right-of-use assets[32]. - The impact of HKFRS 16 on the financial statements was not significant, except for the changes in lease accounting[30]. - The Group's accounting policies remain consistent with those applied in the previous financial year, except for the adoption of new and revised HKFRSs[29]. Legal Matters - GZ Zheng Da was granted a ruling by the Yuexiu Court in July 2009, confirming the disqualification of 越房私企 from the joint venture[109]. - The company remains optimistic about obtaining a favorable judgment in the Zheng Da Appeal based on legal opinions and previous rulings[114]. - Ongoing dialogues with court officials are being maintained to expedite the resolution of the Zheng Da Appeal[111]. - The purported liquidation petition was filed by a third party, 越房私企, which has no equity or creditor relationship with GZ Zheng Da, making the petition unlikely to meet legal requirements[174]. - GZ Zheng Da confirmed it never authorized Guoding to file a liquidation application, nor received any legal documents related to such a petition[173]. Investment Properties - The property interest in Guangzhou consists of three contiguous land parcels in a prime commercial area, wholly owned by Guangzhou Zheng Da Real Estate Development Company Limited[151]. - The Group plans to redevelop the site into a versatile grade A commercial building complex with wholesale and exhibition hall facilities, expected to take about four years[163]. - The asset will continue to be classified as an investment property under Hong Kong Accounting Standard 40, with fair value changes recognized in the consolidated income statement[167].

Financial Performance - The company reported a revenue of HKD 51,300,000 for the year ended December 31, 2018, an increase of 30.5% from HKD 39,330,000 in 2017[7]. - The net profit attributable to ordinary shareholders for the year was HKD 11,989,000, down 35.7% from HKD 18,609,000 in 2017[7]. - The profit before tax decreased to HKD 69,362,000, down 48% from HKD 133,966,000 in the previous year[163]. - The annual profit attributable to equity holders of the company was HKD 11,989,000, a decline of 35.5% compared to HKD 18,609,000 in 2017[163]. - Total comprehensive income for the year was a loss of HKD 84,522,000, compared to a gain of HKD 330,830,000 in 2017[165]. - The net assets as of December 31, 2018, were HKD 3,057,294,000, down from HKD 3,141,816,000 in 2017[169]. - The fair value change of investment properties was HKD 53,520,000, significantly lower than HKD 127,088,000 in the previous year[163]. - The basic and diluted earnings per share for the year were both HKD 0.02, down from HKD 0.03 in 2017[163]. - The company experienced a foreign exchange loss of HKD 134,791,000 related to overseas operations, compared to a gain of HKD 234,022,000 in the previous year[165]. - The company reported a decrease in total liabilities from HKD 1,473,435,000 in 2017 to HKD 1,437,967,000 in 2018[169]. Cash and Bank Balances - As of December 31, 2018, the company's cash and bank balances reached HKD 91,511,000, an increase of 11.6% from HKD 82,084,000 in 2017[9]. - The total cash and cash equivalents at the end of 2018 amounted to HKD 89,169,000, an increase from HKD 79,684,000 in 2017[44]. - The net cash increase for cash and cash equivalents at the end of the year was HKD 13,172,000, compared to HKD 9,214,000 in 2017, representing a 43% increase[43]. - Cash generated from operating activities was HKD 21,154,000, up 18% from HKD 17,934,000 in the previous year[43]. - The company reported a net cash outflow from investing activities of HKD 44,000, a significant improvement from HKD 2,799,000 in 2017[43]. Acquisitions and Investments - The company plans to complete the acquisition of the remaining 75% interest in Guangzhou Zhengda by June 30, 2019, for a total consideration of RMB 1,361,100,000 (approximately HKD 1,565,265,000)[18]. - The acquisition of Hong Kong Chia Tai involves a total consideration of RMB 1,814,800,000, equivalent to approximately HKD 2,087,020,000 as of December 31, 2018[22]. - The acquisition will be completed in four parts, with the first part (25%) completed on December 17, 2007, for RMB 453,700,000[23]. - The final deadline for the acquisition has been extended to June 30, 2019, to explore opportunities for a revised agreement[26]. - The acquisition of the remaining 75% indirect interest in Hong Kong Chia Tai is expected to be financed through a combination of debt financing, equity financing, and bank loans[26]. Legal and Compliance Issues - The company has not received a formal judgment or directive regarding the appeal case as of the report date[28]. - The Guangzhou Urban Management Bureau issued an administrative decision requiring the demolition of a non-permanent commercial building, which the company disputes based on valid permits[34]. - The Guangzhou Railway Court overturned a previous ruling by the Yuexiu District Court regarding the administrative decision, but the case is still under administrative appeal[35]. - The company confirmed that it has not authorized any third party to submit liquidation applications or related documents to the authorities[38]. - The company has established compliance procedures to ensure adherence to relevant laws and regulations affecting its operations[96]. Employee and Governance - The company had a total employee cost of approximately HKD 8,400,000, with around 40 employees[90]. - The company maintains a close and caring relationship with employees, providing a fair and safe working environment, promoting diversity, and offering competitive compensation and benefits[97]. - The board of directors has met four times in the past twelve months, with full attendance from all members[108]. - The audit committee held two regular meetings in the past twelve months, with all members attending both meetings[117]. - The company has adopted a standard code for securities trading by directors, ensuring compliance with the listing rules throughout the year[105]. Community Engagement - The group has been actively involved in community service through donations, sponsorships, and volunteer services, particularly in mainland China and Hong Kong[137]. - The management supports employee contributions to community services through matching donations[137]. - The group regularly sponsors local government-organized events and celebrations, enhancing its community engagement[137]. Future Outlook and Strategy - The company is optimistic about obtaining a favorable ruling in the ongoing appeal case related to the partnership[28]. - The company is optimistic about its existing property development projects and plans to diversify its business to seize opportunities from the Greater Bay Area and Belt and Road initiatives[55]. - The company provided a revenue guidance for 2019, projecting a growth rate of 10% to 12%[200]. - The company plans to implement a new digital marketing strategy aimed at increasing user engagement and retention by 25% in 2019[200]. - The company plans to adopt HKFRS 16 starting January 1, 2019, estimating right-of-use assets at HKD 3,290,000 and lease liabilities at HKD 3,162,000 to be recognized[192].