( 於百慕達註冊成立之有限公司) (股份代號 : 1064) 召開董事會會議通告 香港交易及結算所有限公司以及香港聯合交易所有限公司對本公告之內容概 不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公 告全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何 責任。 本公告乃根據香港聯合交易所有限公司証劵上市條例第 13.43 條而 發出。 中華國際控股有限公司(『本公司』)董事會謹此宣佈，本公司將於 二零二五年八月二十九日(星期五)召開董事會會議；議程包括通過 本公司截至二零二五年六月三十日止六個月之未經審核中期業績。 承董事會命 中華國際控股有限公司 香港，二零二五年八月十五日 於本公告當日，本公司董事會成員包括(i)執行董事何鑑雄；(ii)非 執行董事楊國瑞；及(iii)獨立非執行董事譚剛、黃妙婷及黃鉅輝 李道偉 公司秘書 ...

机构评级方面，目前暂无机构对该股做出投资评级建议。 行业估值方面，地产行业市盈率（TTM）平均值为2.87倍，行业中值-0.16倍。中华国际市盈率-1.1倍， 行业排名第171位；其他百仕达控股（01168.HK）为0.9倍、瑞森生活服务（01922.HK）为2.82倍、鑫苑 服务（01895.HK）为3.06倍、兴业物联（09916.HK）为3.21倍、中国新城市（01321.HK）为3.35倍。 资料显示，中华国际控股有限公司为一间投资控股公司。其附属公司主要于中国大陆从事物业发展、投 资及管理业务,并拥有两项主要物业权益,一项位于重庆市及另一项位于广州市。本集团主要於中国内地 从事物业投资及管理业务。本集团亦持续探索「新质生产力」相关项目的投资及业务拓展机会。 （以上内容为金融界基于公开消息，由程序或算法智能生成，不作为投资建议或交易依据。） 来源：金融界 8月15日，截至港股收盘，恒生指数下跌0.98%，报25270.07点。中华国际（01064.HK）收报0.077港元/ 股，上涨16.67%，成交量658.04万股，成交额49.32万港元，振幅46.97%。 最近一个月来，中华国际累计涨幅57.1 ...

8月14日，截至港股收盘，恒生指数下跌0.37%，报25519.32点。中华国际（01064.HK）收报0.066港元/ 股，上涨50.0%，成交量3139.54万股，成交额236.02万港元，振幅120.45%。 行业估值方面，地产行业市盈率（TTM）平均值为4.68倍，行业中值-0.16倍。中华国际市盈率-0.73 倍，行业排名第189位；其他百仕达控股（01168.HK）为0.92倍、瑞森生活服务（01922.HK）为2.82 倍、鑫苑服务（01895.HK）为3.09倍、中国新城市（01321.HK）为3.12倍、兴业物联（09916.HK）为 3.21倍。 资料显示，中华国际控股有限公司为一间投资控股公司。其附属公司主要于中国大陆从事物业发展、投 资及管理业务,并拥有两项主要物业权益,一项位于重庆市及另一项位于广州市。本集团主要於中国内地 从事物业投资及管理业务。本集团亦持续探索「新质生产力」相关项目的投资及业务拓展机会。 （以上内容为金融界基于公开消息，由程序或算法智能生成，不作为投资建议或交易依据。） 本文源自：金融界 作者：行情君 最近一个月来，中华国际累计涨幅4.76%，今年来累计涨幅0%， ...

FF301 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8月1日 I. 法定/註冊股本變動 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 | 1. 股份分類 | 普通股 | 股份類別 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 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 | 本月底法定/註冊股本總額： HK ...

6月30日，截至港股收盘，恒生指数下跌0.87%，报24072.28点。中华国际（01064.HK）收报0.042港元/ 股，上涨16.67%，成交量10万股，成交额4200港元，振幅0.0%。 资料显示，中华国际控股有限公司为一间投资控股公司。其附属公司主要于中国大陆从事物业发展、投 资及管理业务,并拥有两项主要物业权益,一项位于重庆市及另一项位于广州市。本集团主要於中国内地 从事物业投资及管理业务。本集团亦持续探索「新质生产力」相关项目的投资及业务拓展机会。 （以上内容为金融界基于公开消息，由程序或算法智能生成，不作为投资建议或交易依据。） 来源：金融界 机构评级方面，目前暂无机构对该股做出投资评级建议。 行业估值方面，地产行业市盈率（TTM）平均值为5.42倍，行业中值-0.16倍。中华国际市盈率-0.6倍， 行业排名第191位；其他百仕达控股(新)（01168.HK）为0.48倍、百仕达控股(旧)（02983.HK）为0.49 倍、恒达集团控股（03616.HK）为1.71倍、中国新城市（01321.HK）为2.22倍、瑞森生活服务 （01922.HK）为2.82倍。 最近一个月来，中华国际累计跌幅1 ...

Financial Performance - The company reported a revenue of HKD 28,520,000 for the year ending December 31, 2024, compared to HKD 28,363,000 in 2023, indicating a slight increase of 0.55%[10] - The net loss attributable to ordinary shareholders was HKD 46,133,000 for 2024, a significant reduction from HKD 482,140,000 in 2023[10] - Adjusted EBITDA for the year was HKD 1,612,000, down from HKD 6,060,000 in the previous year, reflecting a decline of approximately 73%[11] - The pre-tax loss for the year was HKD 71,354,000, a substantial decrease from HKD 1,739,488,000 in 2023, while the post-tax loss was HKD 78,668,000 compared to HKD 1,849,358,000 in the prior year[12] - Cash and bank balances as of December 31, 2024, were HKD 63,573,000, down from HKD 90,761,000 in 2023[15] - Total assets were valued at HKD 1,403,511,000, a decrease from HKD 1,496,606,000 in 2023, representing a decline of approximately 6.2%[17] - The company held significant investments with a fair value of HKD 974,673,000, accounting for about 70% of total assets, down from 69% in 2023[19] - Operating cash flow for the year was a net outflow of HKD 15,967,000, a decline from a net inflow of HKD 24,263,000 in 2023[13] Legal and Regulatory Matters - The Guangdong High Court revoked the previous liquidation rejection ruling, indicating significant shareholder disputes and recommending an orderly exit through liquidation procedures[38] - The new liquidation decision was made in August 2023, appointing a new liquidation team, but the court has not yet provided necessary documents related to the liquidation process[41] - As of September 2024, the new liquidation team declared the company seal invalid, which Guangzhou Zhengda disputes, asserting that the new team lacks the authority to do so[42] - The company has taken legal actions against the Guangdong High Court's decisions, with ongoing appeals and administrative actions to resolve disputes[45] - The independent auditor's report expressed a qualified opinion regarding the uncertainty in the distribution of remaining assets from the liquidation process of Guangzhou Zhengda[193] - The group has undergone a lengthy liquidation application process for Guangzhou Zhengda, with the final court ruling mandating its liquidation[193] - The group has faced potential legal risks regarding the distribution of remaining assets due to claims from partners based on past asset contributions[194] Corporate Governance - The board does not recommend the distribution of a final dividend for the year ending December 31, 2024[25] - The board believes that regular meetings with the audit committee enhance constructive and efficient management of action plans[129] - The board acknowledges its responsibility for preparing financial statements that accurately reflect the group's performance and cash flow for the year ending December 31, 2024[142] - The independent directors have confirmed their independence as of the report date[73] - The board consists of 5 members, including 1 executive director and 3 independent non-executive directors, all serving for over 10 years[113] - The board's composition exceeds the governance code's independence requirements, with more than one-third being independent non-executive directors[115] - The company has adopted a standard code of conduct for securities trading, ensuring compliance throughout the accounting period[122] - The company has established various communication channels with shareholders, including the annual general meeting and published announcements on the stock exchange and company website[152] Employee and Workplace Matters - The total employee cost for the year was HKD 7,506,000, an increase from HKD 7,055,000 in the previous year, with the number of employees rising from 20 to 23[56] - The company has 23 employees, primarily Han Chinese, with a low turnover rate, indicating a stable workforce[176] - The company provides additional employee benefits such as paid maternity leave, paternity leave, and professional training, despite not being competitive with larger corporations[176] - Health and safety measures are prioritized, with regular fire drills and compliance with relevant laws and regulations[179] - No work-related fatalities or serious incidents occurred during the reporting period[180] Environmental, Social, and Governance (ESG) Initiatives - The board is responsible for identifying environmental, social, and governance (ESG) risks and ensuring effective risk management and internal controls[155] - Management is committed to responsible business operations, aiming to minimize environmental impact and reduce carbon footprint[161] - The group has implemented energy-saving measures, including replacing most fluorescent and incandescent bulbs with LED lighting in Chongqing[162] - Management recognizes that climate change poses operational risks, including extreme weather events that could impact business operations[169] - The group has established a natural disaster emergency response plan to address acute physical risks from extreme weather events[173] Future Plans and Developments - The group plans to develop a 22-story multifunctional commercial complex in Guangzhou, with a total construction area of approximately 234,000 square meters, expected to take about four years to complete[29] - The first phase of the Guangzhou development project is anticipated to be completed by the end of 2028, with the second phase by the first quarter of 2030[29] - The group continues to explore investment and business development opportunities related to "new quality productivity" projects[26] Audit and Financial Reporting - The audit committee approved the statutory audit scope and fees for Ernst & Young, amounting to HKD 2,500,000 for the year ending December 31, 2024[144] - The independent auditor confirmed compliance with Hong Kong Financial Reporting Standards (HKFRS) in the preparation of the financial statements[192] - The independent auditor's report highlighted key audit matters, including the fair value estimation of investment properties[199] Shareholder Relations - The board emphasizes the importance of timely communication with shareholders and encourages attendance at the annual general meeting[147] - The company has adopted a shareholder communication policy to ensure shareholders receive comprehensive and understandable information[152]

Financial Performance - The total revenue for the year ended December 31, 2024, was HKD 28,520,000, representing a slight increase of 0.55% from HKD 28,363,000 in 2023[2] - The company reported a pre-tax loss of HKD 71,354,000 for 2024, significantly improved from a pre-tax loss of HKD 1,739,488,000 in 2023[2] - The annual loss for 2024 was HKD 78,668,000, a substantial reduction compared to the annual loss of HKD 1,849,358,000 in 2023[2] - The basic and diluted loss per share for the year was HKD 0.0600, an improvement from HKD 0.6273 in 2023[3] - The group reported a significant pre-tax loss of HKD 71,354,000 in 2024, a decrease from a pre-tax loss of HKD 1,739,488,000 in 2023, indicating an improvement in financial performance[16] - The group recorded a total annual loss of HKD 78,668,000 in 2024, compared to a loss of HKD 1,849,358,000 in 2023, showing a substantial reduction in losses[16] - The basic loss per share for the year was HKD 46,133,000, a significant improvement from HKD 482,140,000 in 2023[23] - The group’s deferred tax expense for the year was HKD 3,446,000, a decrease from HKD 104,756,000 in 2023, reflecting a reduction in tax liabilities[19] Asset and Liability Management - The company's total assets less current liabilities amounted to HKD 1,337,709,000 as of December 31, 2024, down from HKD 1,433,408,000 in 2023[7] - Non-current assets totaled HKD 1,317,420,000 in 2024, a decrease from HKD 1,403,623,000 in 2023[7] - The net asset value as of December 31, 2024, was HKD 978,126,000, compared to HKD 1,063,099,000 in 2023[7] - The group's total assets decreased to HKD 1,403,511,000 in 2024 from HKD 1,496,606,000 in 2023, representing a decline of approximately 6.21%[16] - The group's total liabilities slightly decreased to HKD 425,385,000 in 2024 from HKD 433,507,000 in 2023, indicating improved financial stability[16] - The group's total assets amounted to HKD 1,403,511,000, a decrease from HKD 1,496,606,000 in 2023, while net assets were HKD 978,126,000, down from HKD 1,063,099,000[44] Cash Flow and Liquidity - The company reported a cash and cash equivalents balance of HKD 63,573,000 as of December 31, 2024, down from HKD 90,761,000 in 2023[7] - Cash flow from operating activities turned from a net inflow of HKD 24,263,000 in 2023 to a net outflow of HKD 15,967,000 in 2024, primarily due to timing differences in trade receivables[41] - As of December 31, 2024, the group's cash and bank balance was HKD 63,573,000, down from HKD 90,761,000 in 2023[42] Investment Properties - The fair value change of investment properties resulted in a loss of HKD 16,848,000 in 2024, compared to a loss of HKD 52,304,000 in 2023[2] - The fair value loss on investment properties was HKD 16,848,000 in 2024, down from HKD 52,304,000 in 2023, indicating a positive trend in property valuation[19] - The group experienced a decrease in fair value losses on investment properties from HKD 52,304,000 in 2023 to HKD 16,848,000 in 2024[40] Corporate Governance and Compliance - The company has complied with the corporate governance code as outlined in the listing rules throughout the year[78] - The audit committee has reviewed the annual performance data, which has been verified by the independent auditor, Ernst & Young[82] - The preliminary performance data for the year ending December 31, 2024, is consistent with the consolidated financial statements[82] - The company will publish its annual report, containing all required information, on its website and the Hong Kong Stock Exchange website[84] Legal and Regulatory Matters - The group lost control over Guangzhou Zhengda due to a court-ordered liquidation in May 2023, leading to its deconsolidation[31] - Legal actions regarding the distribution of remaining assets from Guangzhou Zhengda's liquidation are still pending, creating uncertainty[32] - The group anticipates potential legal risks related to claims from partners regarding the distribution of remaining assets from Guangzhou Zhengda[34] - The Guangzhou Intermediate Court rejected the liquidation petition from Yuefang Private Enterprise in May 2021, citing significant disputes regarding the company's dissolution and assets[62] - In May 2023, the Guangdong High Court revoked the previous rejection of the liquidation petition, indicating that the company should undergo an orderly exit through liquidation due to management deadlock[64] - A new liquidation decision was made in August 2023, appointing Guangdong Jinzhen Law Firm as the new liquidation team for Guangzhou Zhengda[66] - Hong Kong Zhengda has filed an appeal to the Guangdong High Court following the revocation of the liquidation rejection, with the case still pending[70] Future Plans and Opportunities - The group plans to develop a 22-story multifunctional commercial complex in Guangzhou, with a total construction area of approximately 234,000 square meters, expected to be completed in two phases by 2030[56] - The company has signed a new extension agreement on June 24, 2024, extending the deadline for a significant acquisition to June 30, 2026, aiming to reach revised terms[73] - The acquisition is expected to be funded through a combination of debt financing, equity financing, bank loans, and private equity funds[73] - The group continues to explore investment opportunities related to "new productive forces" in mainland China[53] Market Outlook - The board is optimistic about the domestic economy in mainland China stabilizing in the second half of the year, supported by government measures to boost foreign direct investment (FDI)[77] - The Hong Kong government is expected to push for the city to become a regional hub for family offices and AI businesses, which may create new economic opportunities[77]

Company Information [Core Company Information](index=4&type=section&id=Core%20Company%20Information) This report outlines core corporate information including board members, company secretary, registered office, principal bankers, auditors, and legal advisors - The report provides key contact and entity information for corporate governance and operations, including Executive Director Ho Kam Hung, Ernst & Young as auditors, and legal advisors in Hong Kong and Bermuda[4](index=4&type=chunk) Management Discussion and Analysis [Financial Review](index=5&type=section&id=Financial%20Review) Revenue for the period was **HK$14.26 million**, a slight decrease year-on-year, while net loss significantly narrowed to **HK$9.58 million** due to a substantial prior-year de-recognition loss, maintaining a low debt-to-asset ratio of **0.10** and **HK$78.76 million** in cash and bank balances Key Financial Performance (HK$ Thousand) | Metric | H1 2024 (Unaudited) | H1 2023 (Unaudited, Restated) | | :--- | :--- | :--- | | Revenue | 14,259 | 14,624 | | Net Loss Attributable to Owners of the Company | (9,583) | (480,475) | - Adjusted EBITDA was a profit of **HK$0.331 million**, a decrease from **HK$2.822 million** (restated) in the prior period, primarily due to additional professional fees incurred for the delayed release of the 2023 annual results announcement[7](index=7&type=chunk) - Loss before tax significantly decreased from **HK$1.752 billion** (restated) in the prior period to **HK$28.09 million**, primarily due to no de-recognition loss of a former subsidiary recorded in the current period[8](index=8&type=chunk) Key Financial Position (HK$ Thousand) | Metric | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and Bank Balances (HK$ Thousand) | 78,763 | 90,761 | | Debt-to-Asset Ratio | 0.10 | 0.10 | [Prior Period Adjustments](index=7&type=section&id=Prior%20Period%20Adjustments) Due to the loss of control over former subsidiary Guangzhou Zhengda, its deconsolidation from May 15, 2023, resulted in a significant non-cash loss of approximately **HK$1.708 billion** in 2023 and restatement of comparative financial data, alongside a correction to share option exercise accounting that did not impact total equity - The Board determined that the Group lost control over Guangzhou Zhengda from May 15, 2023, due to the court's appointment of a new liquidation committee, leading to its deconsolidation from the financial statements[14](index=14&type=chunk)[15](index=15&type=chunk) - The deconsolidation of Guangzhou Zhengda resulted in a significant non-cash and unrealized loss of approximately **HK$1.708 billion**, which had no impact on the Group's liquidity, and its equity interest was reclassified as a financial asset at fair value through profit or loss[15](index=15&type=chunk) - Accounting entries for shares issued in January 2023 due to share option exercises were restated to correct transfers between reserve accounts, with no impact on total equity[16](index=16&type=chunk) [Interim Dividend and Share Option Scheme](index=9&type=section&id=Interim%20Dividend%20and%20Share%20Option%20Scheme) The Board does not recommend an interim dividend for the period, and as of the reporting period end, **5,000,000** unexercised share options remain outstanding - The Board does not recommend an interim dividend for the six months ended June 30, 2024 (H1 2023: nil)[17](index=17&type=chunk) - As of June 30, 2024, **5,000,000** share options remain unexercised with an exercise price of **HK$0.09** per share, exercisable until December 1, 2025[18](index=18&type=chunk) [Fundraising Activities](index=9&type=section&id=Fundraising%20Activities) The company completed a new share issuance in April 2020, raising net proceeds of **HK$16.1 million**, with **HK$12.0 million** remaining unutilized at the period end, originally earmarked for the Guangzhou redevelopment project, which the Board will now consider reallocating due to Guangzhou Zhengda's deconsolidation Use of Proceeds from Share Issuance (HK$ Million) | Intended Use | Net Proceeds (HK$ Million) | Utilized (HK$ Million) | Unutilized (HK$ Million) | | :--- | :--- | :--- | :--- | | Cost of Guangzhou Redevelopment Project, China | 12.0 | – | 12.0 | | General Working Capital | 4.1 | 4.1 | – | | **Total** | **16.1** | **4.1** | **12.0** | - As Guangzhou Zhengda is no longer a subsidiary of the Group, the Board will consider reallocating the **HK$12.0 million** originally designated for its redevelopment project to other uses, with a separate announcement to follow once a decision is made[20](index=20&type=chunk) [Business Review](index=10&type=section&id=Business%20Review) The Group's core business involves property development, investment, and management in mainland China, actively exploring investment opportunities related to 'new quality productive forces,' with Chongqing Gangyu Plaza providing stable cash flow despite uncertainties from legal disputes concerning the Guangzhou property development project - The Group primarily engages in property development, investment, and management in mainland China, continuously exploring investment opportunities in projects related to 'new quality productive forces'[22](index=22&type=chunk) [Property Investment](index=11&type=section&id=Property%20Investment) Chongqing Gangyu Plaza commercial building serves as a stable cash flow source for the Group with high occupancy, providing essential working capital, and the Board is confident it will continue to generate stable income in the foreseeable future - Chongqing Gangyu Plaza property, with a total gross floor area of approximately **24,400 square meters**, is almost fully occupied with low shop turnover, providing stable cash flow and meeting the Group's working capital needs[23](index=23&type=chunk) [Property Development](index=11&type=section&id=Property%20Development) The Guangzhou Metropolis Shoe City redevelopment project plans to develop a large commercial complex with a total gross floor area of approximately **234,000 square meters**, with progress constrained by the demolition of the last building, and is expected to open earliest in early 2028 - The Guangzhou redevelopment project is planned as a 22-story multi-functional Grade A commercial complex with a total gross floor area of approximately **234,000 square meters**[24](index=24&type=chunk) - Assuming commencement in Q1 2025, the project is expected to be completed in two phases by Q1 2029, with the earliest opening in early 2028[25](index=25&type=chunk) [Current Status of Guangzhou Zhengda](index=12&type=section&id=Current%20Status%20of%20Guangzhou%20Zhengda) Despite deconsolidation and liquidation proceedings, Guangzhou Zhengda continues normal operations with unchanged legal title to its assets; the Group retains a **25%** beneficial interest in its parent company, Hong Kong Zhengda, which maintains control over Guangzhou Zhengda's daily operations and financial activities - Despite the decision to appoint a new liquidation committee, Guangzhou Zhengda continues to operate normally, with its registration status at the Administration for Industry and Commerce remaining 'in operation (open)'[27](index=27&type=chunk) - The Group's **25%** beneficial interest in Hong Kong Zhengda (which holds **100%** equity in Guangzhou Zhengda) remains unchanged, as does the legal title to Guangzhou Zhengda's assets[27](index=27&type=chunk)[28](index=28&type=chunk) [Briefing on "Liquidation Petition" against Guangzhou Zhengda](index=13&type=section&id=Briefing%20on%20%22Liquidation%20Petition%22%20against%20Guangzhou%20Zhengda) Management detailed the legal disputes surrounding the liquidation petition against Guangzhou Zhengda, asserting its lack of legal basis and outlining multiple legal and administrative actions taken, including lawsuits to clarify equity relationships, while stating that the liquidation procedures deviate from fundamental principles stipulated by the Supreme People's Court - Hong Kong Zhengda has filed a lawsuit with the Guangzhou Intermediate People's Court, seeking confirmation of its legal relationship and equity with relevant parties, and claiming **RMB41.0 million** in interest losses[30](index=30&type=chunk) - Management stated that, according to the Supreme People's Court's judicial interpretation, the court should have rejected the liquidation application as the applicant failed to prove "clear shareholder equity" and that "dissolution events" had occurred for the enterprise[33](index=33&type=chunk) - Management noted that the court did not hold a pre-liquidation hearing when processing the liquidation application and appointed a liquidation committee without a written ruling, both procedures being non-compliant[33](index=33&type=chunk) [Significant Acquisition and Litigation Updates](index=16&type=section&id=Significant%20Acquisition%20and%20Litigation%20Updates) The Group extended the final deadline for a significant acquisition to June 30, 2026, aiming to achieve revised terms, and its subsidiary, Hong Kong Zhengda, initiated a new lawsuit against Yuexiu State-owned Assets in April 2024 - On June 24, 2024, the Group signed a new extension agreement, further extending the final deadline for a significant acquisition to June 30, 2026[35](index=35&type=chunk) - Subsequent to December 31, 2023, the Group's subsidiary, Hong Kong Zhengda, initiated a lawsuit against Yuexiu State-owned Assets in the Guangzhou Intermediate People's Court in April 2024[37](index=37&type=chunk) [Outlook](index=17&type=section&id=Outlook) The Board anticipates a consolidation period in the mainland real estate market and will closely monitor trends, while actively responding to the national policy of 'developing new quality productive forces' by identifying suitable investment or business projects, and expects positive impacts from anticipated US interest rate cuts on the Hong Kong market, supporting the HKSAR government's governance according to law - The Board will actively identify suitable investment or business projects with reasonable capital budgets in response to the central government's policy of 'accelerating the development of new quality productive forces'[38](index=38&type=chunk) - The market widely anticipates a reduction in US federal interest rates before the November 2024 presidential election, which Hong Kong may follow, creating a new chapter for the economy[39](index=39&type=chunk) [Employees and Remuneration Policy](index=18&type=section&id=Employees%20and%20Remuneration%20Policy) As of the reporting period end, the Group employed approximately **20** staff, with total staff costs of **HK$3.87 million**, offering competitive remuneration, employee benefits, and training development resources Employee Count | Metric | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Number of Employees | Approx. 20 | 20 | Total Staff Costs (HK$ Thousand) | Metric | H1 2024 (HK$ Thousand) | H1 2023 (HK$ Thousand, Restated) | | :--- | :--- | :--- | | Total Staff Costs | 3,870 | 3,630 | Disclosure of Interests [Interests of Directors and Chief Executives](index=19&type=section&id=Interests%20of%20Directors%20and%20Chief%20Executives) Executive Director Mr. Ho Kam Hung collectively holds **117,600,000** shares in the company, representing **15.30%** of the issued share capital, comprising both direct beneficial ownership and interests held through controlled corporations Share Interests of Director Mr. Ho Kam Hung | Director's Name | Capacity and Nature of Interest | Number of Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Ho Kam Hung | Held through controlled corporations | 110,600,000 | 14.39% | | | Directly beneficially owned | 7,000,000 | 0.91% | | | **Total** | **117,600,000** | **15.30%** | [Directors' Rights to Purchase Shares](index=21&type=section&id=Directors%27%20Rights%20to%20Purchase%20Shares) During the reporting period, the company did not grant any rights to its directors, their spouses, or minor children to purchase shares or debentures of the company or any other body corporate - At no time during the period were any rights granted to any director or their associates to acquire benefits by purchasing shares or debentures of the company or any other body corporate[45](index=45&type=chunk) [Substantial Shareholders](index=21&type=section&id=Substantial%20Shareholders) Beyond directors, the report discloses shareholdings of several substantial shareholders, including Yip Ka Lai, Ho Cham Hung, Ho Pak Hung, and Lead Talent Investment Limited, all holding over **10%** of the shares Substantial Shareholders' Interests | Shareholder Name | Number of Shares Held | Percentage of Company's Share Capital | | :--- | :--- | :--- | | Yip Ka Lai (Spouse of Ho Kam Hung) | 117,600,000 | 15.30% | | Ho Cham Hung | 105,600,000 | 13.74% | | Ho Pak Hung | 99,800,000 | 12.98% | | Lead Talent Investment Limited | 108,000,000 | 14.05% | | Strong Hero Holdings Limited | 100,000,000 | 13.01% | Disclosures under Listing Rules [Corporate Governance and Compliance](index=23&type=section&id=Corporate%20Governance%20and%20Compliance) The company largely complied with the Corporate Governance Code during the reporting period; despite all three independent non-executive directors serving over nine years, the Nomination Committee and Board assessed and confirmed their continued independence, and all directors adhered to the Model Code for Securities Transactions, with no listed securities bought or redeemed by the company during this period - The Nomination Committee and the Board believe that despite all three independent non-executive directors serving for over nine years, they maintain their independence and can provide independent, balanced, and objective advice to the company[49](index=49&type=chunk) - The company's unaudited condensed consolidated financial statements for the period were reviewed by the Audit Committee, and the interim report was approved by the Board on August 28, 2024[50](index=50&type=chunk) Unaudited Condensed Consolidated Financial Statements [Condensed Consolidated Income Statement](index=25&type=section&id=Condensed%20Consolidated%20Income%20Statement) The period recorded revenue of **HK$14.26 million** and a loss after tax of **HK$30.78 million**, representing a significant narrowing of loss compared to the restated prior period, primarily due to a substantial **HK$1.708 billion** loss from the deconsolidation of a former subsidiary in the prior period Condensed Consolidated Income Statement (HK$ Thousand) | Item (HK$ Thousand) | H1 2024 (Unaudited) | H1 2023 (Unaudited, Restated) | | :--- | :--- | :--- | | Revenue | 14,259 | 14,624 | | Loss on disposal of a former subsidiary | – | (1,708,355) | | Loss before tax | (28,093) | (1,751,703) | | Loss for the period | (30,783) | (1,861,665) | | Basic loss per share (HK Cents) | (1.25) | (62.51) | [Condensed Consolidated Statement of Financial Position](index=27&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2024, the Group's total assets were **HK$1.451 billion** and net assets were **HK$1.028 billion**, with core non-current assets including **HK$1.002 billion** in 'equity interest in an entity at fair value through profit or loss' and **HK$0.360 billion** in investment properties Condensed Consolidated Statement of Financial Position (HK$ Thousand) | Balance Sheet Item (HK$ Thousand) | June 30, 2024 (Unaudited) | December 31, 2023 (Audited) | | :--- | :--- | :--- | | **Non-current assets** | | | | Equity interest in an entity at fair value through profit or loss | 1,002,217 | 1,030,472 | | Investment properties | 359,520 | 369,600 | | **Total assets** | **1,451,330** | **1,496,606** | | **Net assets** | **1,027,672** | **1,063,099** | [Condensed Consolidated Cash Flow Statement](index=30&type=section&id=Condensed%20Consolidated%20Cash%20Flow%20Statement) Cash flow from operating activities for the period shifted from a net inflow of **HK$5.12 million** in the prior period to a net outflow of **HK$3.66 million**, with cash and cash equivalents at period-end totaling **HK$78.76 million**, a decrease from **HK$90.76 million** at the beginning of the period Condensed Consolidated Cash Flow Statement (HK$ Thousand) | Cash Flow Item (HK$ Thousand) | H1 2024 (Unaudited) | H1 2023 (Unaudited, Restated) | | :--- | :--- | :--- | | Cash flows from/(used in) operating activities | (3,658) | 5,117 | | Net cash flows used in investing activities | – | (560) | | Net cash flows from/(used in) financing activities | (6,088) | 10,471 | | **Cash and cash equivalents at end of period** | **78,763** | **95,631** | [Notes to the Condensed Consolidated Financial Statements](index=31&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes to the financial statements detail accounting policies, specific impacts of prior period adjustments, operating segment information, and related party transactions, with Notes 12 and 13 being crucial for understanding the current period's financials, explaining the significant accounting impact of Guangzhou Zhengda's deconsolidation and subsequent fair value measurement [Note 1: Basis of Preparation and Prior Period Adjustments](index=31&type=section&id=Note%201%3A%20Basis%20of%20Preparation%20and%20Prior%20Period%20Adjustments) These financial statements are prepared in accordance with HKAS 34; comparative figures for H1 2023 were restated due to the deconsolidation of a former subsidiary (Guangzhou Zhengda) and a correction to the accounting treatment of share option exercises, which significantly increased the H1 2023 loss - Due to the loss of control over Guangzhou Zhengda from May 15, 2023, the Group deconsolidated it and restated the financial statements for the corresponding period in 2023[59](index=59&type=chunk) Restatement Impact on H1 2023 Condensed Consolidated Income Statement (HK$ Thousand) | Item (HK$ Thousand) | Previously Reported | Prior Period Adjustment | Restated | | :--- | :--- | :--- | :--- | | Profit/(Loss) before tax | 2,171 | (1,753,874) | (1,751,703) | | Loss for the period | (444) | (1,861,221) | (1,861,665) | [Note 2: Operating Segment Information](index=35&type=section&id=Note%202%3A%20Operating%20Segment%20Information) The Group is segmented into two operating categories: property investment and development, and corporate and others, with the vast majority of revenue and results (or losses) derived from the property investment and development segment, and only one customer contributing over **10%** of total revenue during the period - The Group's two reportable operating segments are (a) property investment and development and (b) corporate and others; all **HK$14.26 million** in revenue for the period was derived from the property investment and development segment[64](index=64&type=chunk)[65](index=65&type=chunk) [Note 12: Deconsolidation of a Former Subsidiary](index=39&type=section&id=Note%2012%3A%20Deconsolidation%20of%20a%20Former%20Subsidiary) This note details the accounting treatment for the deconsolidation of Guangzhou Zhengda on May 15, 2023, which resulted in a non-cash loss of approximately **HK$1.708 billion** in 2023 and the reclassification of its equity interest as a financial asset at fair value through profit or loss, with an initial fair value of **HK$1.014 billion** - Due to the Guangdong Provincial High Court's ruling and the Guangzhou Intermediate People's Court's decision to appoint a new liquidation committee, the Board determined that the Group lost control over Guangzhou Zhengda from May 15, 2023, leading to its deconsolidation[72](index=72&type=chunk) - The deconsolidation of Guangzhou Zhengda resulted in a **HK$1.708 billion** loss, primarily from the difference between the fair value of Guangzhou Zhengda's equity interest and the original carrying amounts of its related assets and liabilities[74](index=74&type=chunk)[76](index=76&type=chunk) [Note 13: Equity Interest in an Entity at Fair Value Through Profit or Loss](index=41&type=section&id=Note%2013%3A%20Equity%20Interest%20in%20an%20Entity%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) This asset represents the equity investment in Guangzhou Zhengda, with its fair value determined using the discounted net realizable value method (Level 3 fair value measurement); the period recorded a fair value change loss of **HK$28.26 million**, and its fair value is highly sensitive to unobservable inputs like discount rates and recovery discount rates Fair Value Movement of Equity Interest (HK$ Thousand) | Item (HK$ Thousand) | Amount | | :--- | :--- | | Carrying amount at January 1, 2024 | 1,030,472 | | Fair value change recognized in profit or loss | (28,255) | | **Carrying amount at June 30, 2024** | **1,002,217** | - The fair value measurement of this equity interest is classified as **Level 3**, determined using the discounted net realizable value method, with a discount rate of **4.2%** applied to cash flow forecasts[78](index=78&type=chunk) - The valuation of Guangzhou Zhengda's principal assets (investment properties and properties held for sale) utilized the residual method and market approach, applying a recovery discount rate of **25%**[79](index=79&type=chunk)

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 14,259,000, a decrease of 2.5% compared to HKD 14,624,000 for the same period in 2023[1] - The company reported a loss before tax of HKD 28,093,000, significantly improved from a loss of HKD 1,751,703,000 in the prior year[1] - Total comprehensive loss for the period was HKD 35,427,000, compared to HKD 1,971,827,000 in the previous year, indicating a substantial reduction in losses[3] - Basic and diluted loss per share for ordinary shareholders was HKD 1.25, compared to HKD 62.51 in the same period last year[2] - The net loss attributable to equity holders was HKD 1,861,665,000 for the same period, compared to a loss of HKD 444,000 previously reported[10] - The group reported a pre-tax loss of HKD 28,093,000 and a post-tax loss of HKD 30,783,000 for the period, compared to a pre-tax loss of HKD 1,751,703,000 and a post-tax loss of HKD 1,861,665,000 in 2023[30] Assets and Liabilities - Non-current assets totaled HKD 1,365,035,000 as of June 30, 2024, down from HKD 1,403,623,000 at the end of 2023[4] - Cash and cash equivalents decreased to HKD 78,763,000 from HKD 90,761,000 at the end of 2023[4] - The company’s total equity as of June 30, 2024, was HKD 1,027,672,000, a decrease from HKD 1,063,099,000 at the end of 2023[5] - The group’s total assets amounted to HKD 1,451,330,000, down from HKD 1,496,606,000 as of December 31, 2023[32] - The deferred tax liabilities amounted to HKD 820,699,000, reflecting the company's tax obligations[25] Cash Flow and Expenses - The cash flow from operating activities improved to HKD 5,117,000 for the six months ended June 30, 2023, compared to HKD 1,541,000 previously reported[12] - Net cash flow from operating activities was HKD 3,658,000, down from HKD 5,117,000 in 2023[31] - The total tax expense for the period was HKD 2,690,000, a decrease from HKD 109,962,000 in the previous year, primarily due to the absence of taxable profits in Hong Kong[22] - Administrative expenses increased to HKD (14,381,000) from HKD (12,158,000) in the prior year, reflecting a rise in operational costs[1] Shareholder Information - The company did not recommend the payment of an interim dividend for the period, consistent with the previous year[20] - The company has not issued any potential dilutive ordinary shares during the reporting period[21] Legal and Regulatory Matters - Guangzhou Zhengda has filed a lawsuit against Yuexiu State-owned Assets, claiming RMB 41,000,000 in interest losses[50] - The lawsuit began hearing in August 2024 and has not yet concluded[50] - The company remains confident that the liquidation petition against Guangzhou Zhengda lacks factual and legal basis[56] - The management has highlighted the lack of detailed mechanisms and procedures for liquidation under the Company Law of the People's Republic of China[52] Projects and Investments - The company completed a new share issuance of 108,000,000 shares at HKD 0.15 per share, raising a total of HKD 16.1 million, with 74.5% allocated for the Guangzhou reconstruction project[39] - The Guangzhou reconstruction project is expected to develop a 22-story multifunctional commercial complex with a total construction area of approximately 234,000 square meters, with the first phase completion anticipated by the end of 2027[45] - The company plans to explore investment opportunities related to "new productive forces" in addition to its core property development and management business[42] Employee and Governance - The total employee cost for the group was HKD 3,870,000 for the period, compared to HKD 3,630,000 in the previous year[61] - The group maintained approximately 20 employees as of June 30, 2024, consistent with the previous year[61] - The board supports the Hong Kong SAR government's lawful governance, especially in light of recent national security measures[60] - The board emphasizes the importance of competitive compensation and employee development resources to enhance performance[61] Market Conditions - The real estate market in China is still in a consolidation phase, with expectations for a rebound taking a few more years[59] - The board will closely monitor market trends to adjust the property portfolio and reconstruction timetable accordingly[59]

[Company Information](index=5&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This report provides core company information for China International Holdings Limited, including key contact details for board members, company secretary, registered office, principal place of business, auditor (Ernst & Young), legal advisors, and principal bankers - The report provides core company information for China International Holdings Limited, including details on board members, company secretary, registered office, principal place of business, auditor (Ernst & Young), legal advisors, and principal bankers[3](index=3&type=chunk)[639](index=639&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%AB%96%E6%9E%90) [Financial Review](index=6&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group turned from profit to loss this year, primarily due to a **HKD 1.71 billion** non-cash loss from the derecognition of former subsidiary **Guangzhou Zhengda**, despite positive adjusted EBITDA of **HKD 6.06 million** indicating core operational cash generation Key Financial Performance for FY2023 | Metric | 2023 (HKD Thousands) | 2022 (HKD Thousands) | | :--- | :--- | :--- | | Revenue | 28,363 | 30,283 | | Loss/Profit Before Tax | (1,739,488) | 54,950 | | Loss/Profit for the Year | (1,849,358) | 34,050 | | Net Loss/Profit Attributable to Ordinary Equity Holders of the Company | (482,140) | 3,273 | | Adjusted EBITDA | 6,060 | 7,447 | - The primary reasons for the year's shift from profit to loss include the recognition of a **HKD 1.708 billion** derecognition loss from a former subsidiary and a change in investment property fair value from a **HKD 50.69 million** gain last year to a **HKD 52.30 million** loss this year[619](index=619&type=chunk)[643](index=643&type=chunk) Assets and Liquidity Position (as at December 31, 2023) | Metric | 2023 (HKD Thousands) | 2022 (HKD Thousands) | | :--- | :--- | :--- | | Net Current Assets | 29,785 | 1,034 | | Net Assets | 1,063,099 | 3,021,523 | | Total Assets | 1,496,606 | 4,415,959 | - The Group's operations primarily rely on cash flow from business operations and debt financing, with net cash flow from operating activities amounting to **HKD 24.26 million** for the year[622](index=622&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 is property development, investment, and management in mainland China, with **Chongqing Gangyu Plaza** providing stable income, while the **Guangzhou** redevelopment project remains stalled due to legal disputes involving former subsidiary **Guangzhou Zhengda** - **Gangyu Plaza** in Chongqing is the Group's main income source, with a total gross floor area of approximately **24,400 square meters**, almost fully leased, providing stable cash flow[630](index=630&type=chunk)[684](index=684&type=chunk) - The redevelopment project in Guangzhou's Yuexiu District, intended for a multi-functional commercial complex with a total gross floor area of approximately **234,000 square meters**, is currently stalled due to incomplete demolition and legal issues[654](index=654&type=chunk)[19](index=19&type=chunk) - Former subsidiary **Guangzhou Zhengda** holds approximately **190 residential units** with a total gross floor area of about **11,000 square meters**, currently vacant or available for spot sale[632](index=632&type=chunk) [Legal Proceedings and Significant Matters](index=12&type=section&id=%E6%B3%95%E5%BE%8B%E8%A8%B4%E8%A8%9F%E8%88%87%E9%87%8D%E5%A4%A7%E4%BA%8B%E9%A0%85) This section details complex legal disputes surrounding former subsidiary **Guangzhou Zhengda**, where a 2023 court order for liquidation led to the Group losing control and derecognizing the entity, a key factor in the auditor's qualified opinion - In May 2023, the Guangdong High People's Court ruled to revoke the previous dismissal of the liquidation application against **Guangzhou Zhengda**, instructing the Guangzhou Intermediate People's Court to hear the case, leading to the resumption of liquidation proceedings[28](index=28&type=chunk)[57](index=57&type=chunk)[663](index=663&type=chunk) - Due to the court's liquidation ruling, the Board determined the Group lost control over **Guangzhou Zhengda**, ceasing its consolidation from **May 15, 2023**, with its interest reclassified as a financial asset measured at fair value through profit or loss[537](index=537&type=chunk)[666](index=666&type=chunk) - The Group has filed a retrial application with the Supreme People's Court and initiated new litigation with the Guangzhou Intermediate People's Court, aiming to challenge the legality of the liquidation decision and confirm its **100% interest** in **Guangzhou Zhengda**'s remaining assets[63](index=63&type=chunk)[31](index=31&type=chunk)[665](index=665&type=chunk) - Due to significant uncertainties surrounding the **Guangzhou Zhengda** liquidation case, the Company's auditor issued a **qualified audit opinion** on the consolidated financial statements for the year ended **December 31, 2023**[71](index=71&type=chunk) [Outlook](index=22&type=section&id=%E5%B1%95%E6%9C%9B) The Board anticipates a multi-year consolidation for mainland China's property market and improved Hong Kong economic conditions post-US interest rate cuts, while actively seeking investment opportunities aligned with 'new quality productive forces' - Mainland China's property market is expected to take several years to recover from the bear market, while Hong Kong's economy is anticipated to improve after US interest rate cuts[75](index=75&type=chunk)[104](index=104&type=chunk) - The Group will actively explore investment or business projects aligned with the 'new quality productive forces' policy to seize new opportunities[708](index=708&type=chunk) [Directors' Report](index=23&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A) - The Board does not recommend the payment of any dividend for the year ended **December 31, 2023**[16](index=16&type=chunk)[712](index=712&type=chunk) - The Group's principal business is investment holding, with its subsidiaries primarily engaged in property development, investment, and management, and no significant changes in business nature occurred during the year[80](index=80&type=chunk)[679](index=679&type=chunk) - The report discloses connected transactions, primarily including the extension of a major acquisition's completion date and **HKD 0.843 million** in interest expenses incurred during the year for a loan from Director Mr. Ho Kam Hung[163](index=163&type=chunk) - The report details the interests of directors and substantial shareholders in the Company's shares, with Executive Director Mr. Ho Kam Hung and parties acting in concert with him identified as major controlling shareholders[150](index=150&type=chunk)[171](index=171&type=chunk)[124](index=124&type=chunk) [Corporate Governance Report](index=33&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) - The Company confirms compliance with the Corporate Governance Code set out in Appendix 14 of the Listing Rules throughout the review period[736](index=736&type=chunk) - The Board comprises five members, including one executive director, one non-executive director, and three independent non-executive directors, meeting independence requirements[158](index=158&type=chunk)[135](index=135&type=chunk) - The Company has established an Audit Committee, Remuneration Committee, and Nomination Committee, each chaired by an independent non-executive director, with their composition and key responsibilities disclosed in the report[192](index=192&type=chunk)[175](index=175&type=chunk)[196](index=196&type=chunk) - The Board is responsible for overseeing the Group's risk management and internal control systems, with their effectiveness regularly reviewed through the Audit Committee[178](index=178&type=chunk)[199](index=199&type=chunk) [Environmental, Social and Governance Report](index=41&type=section&id=%E7%92%B0%E5%A2%83%E3%80%81%E7%A4%BE%E6%9C%83%E5%8F%8A%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) - Environmentally, the Group is committed to energy conservation and emission reduction, implementing strict air conditioning temperature control policies at **Chongqing Gangyu Plaza** and replacing lighting with energy-efficient products[209](index=209&type=chunk)[231](index=231&type=chunk) - Socially, the Group prioritizes employee welfare and safety, offering additional benefits like paid leave and medical insurance, conducting regular fire drills, and emphasizing that it has never employed child or forced labor[215](index=215&type=chunk)[216](index=216&type=chunk)[260](index=260&type=chunk) - The Group has established strict internal guidelines against corruption and money laundering, with no related cases reported during the review period[241](index=241&type=chunk) - As of **December 31, 2023**, the Group had approximately **20 employees**, with most having served for over **20 years**, indicating a low turnover rate[228](index=228&type=chunk)[259](index=259&type=chunk) [Biographical Details of Directors](index=47&type=section&id=%E8%91%A3%E4%BA%8B%E7%B0%A1%E6%AD%B7) - The report provides biographical details for executive, non-executive, and independent non-executive directors, showcasing their extensive experience in property investment, law, finance, accounting, and information technology[265](index=265&type=chunk) - Mr. Ho Kam Hung, the Managing Director, possesses over **30 years** of experience in property investment and development in mainland China and Hong Kong[243](index=243&type=chunk) [Independent Auditor's Report](index=48&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) - Auditor Ernst & Young issued a **'Qualified Opinion'** on the consolidated financial statements for the current year[246](index=246&type=chunk)[267](index=267&type=chunk) - The basis for the qualified opinion stems from significant uncertainty regarding the final distribution of remaining assets of former subsidiary **Guangzhou Zhengda**, which is undergoing liquidation, preventing the auditor from obtaining sufficient audit evidence to assess the fair value of **Guangzhou Zhengda**'s equity, the derecognition loss, and whether related financial impacts require adjustment[269](index=269&type=chunk)[270](index=270&type=chunk) - Key audit matters, in addition to those leading to the qualified opinion, include the assessment of control over **Hong Kong Zhengda** and the fair value estimation of investment properties[271](index=271&type=chunk)[299](index=299&type=chunk)[274](index=274&type=chunk) [Audited Financial Statements](index=55&type=section&id=%E7%B6%93%E5%AF%A9%E6%A0%B8%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Consolidated Statement of Profit or Loss](index=55&type=section&id=%E7%B6%9C%E5%90%88%E6%94%B6%E7%9B%8A%E8%A1%A8) The Group recorded **HKD 28.36 million** revenue in 2023, but a **HKD 1.708 billion** derecognition loss from a former subsidiary resulted in a **HKD 1.739 billion** loss before tax and a **HKD 482.14 million** loss attributable to equity holders, a significant reversal from the prior year's profit Summary of Consolidated Statement of Profit or Loss | Metric | 2023 (HKD Thousands) | 2022 (HKD Thousands) | | :--- | :--- | :--- | | Revenue | 28,363 | 30,283 | | Derecognition Loss of a Former Subsidiary | (1,708,355) | - | | Loss/Profit Before Tax | (1,739,488) | 54,950 | | Loss/Profit for the Year | (1,849,358) | 34,050 | | Loss/Profit Attributable to Ordinary Equity Holders of the Company | (482,140) | 3,273 | | Basic Loss/Earnings Per Share | (62.73) HK cents | 0.46 HK cents | [Consolidated Statement of Comprehensive Income](index=56&type=section&id=%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) Total comprehensive expenses for the year significantly increased to **HKD 1.958 billion** from **HKD 209 million** last year, primarily due to the **HKD 1.849 billion** loss for the year and **HKD 129.535 million** in foreign exchange differences Summary of Consolidated Statement of Comprehensive Income/Expenses | Metric | 2023 (HKD Thousands) | 2022 (HKD Thousands) | | :--- | :--- | :--- | | Loss/Profit for the Year | (1,849,358) | 34,050 | | Exchange Differences Arising from Translation of Overseas Operations | (129,535) | (242,675) | | Total Comprehensive Expenses for the Year | (1,958,424) | (208,625) | [Consolidated Statement of Financial Position](index=57&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of **end-2023**, total assets decreased from **HKD 4.416 billion** to **HKD 1.497 billion**, and total equity fell from **HKD 3.022 billion** to **HKD 1.063 billion**, reflecting a major asset restructuring with a **HKD 1.030 billion** equity interest in an entity at fair value through profit or loss replacing derecognized investment properties Summary of Consolidated Statement of Financial Position | Metric | 2023 (HKD Thousands) | 2022 (HKD Thousands) | | :--- | :--- | :--- | | Non-current Assets | 1,403,623 | 4,277,572 | | Current Assets | 92,983 | 138,387 | | **Total Assets** | **1,496,606** | **4,415,959** | | Current Liabilities | (63,198) | (137,353) | | Non-current Liabilities | (370,309) | (1,257,083) | | **Total Liabilities** | **(433,507)** | **(1,394,436)** | | **Net Assets** | **1,063,099** | **3,021,523** | [Consolidated Statement of Changes in Equity](index=59&type=section&id=%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) Total equity for the year decreased significantly by **HKD 1.958 billion** from **HKD 3.022 billion** at the beginning of the year to **HKD 1.063 billion** at year-end, primarily driven by the substantial total comprehensive expenses for the period - Total comprehensive expenses for the year, amounting to **HKD 1.958 billion**, were the primary reason for the decrease in total equity from **HKD 3.022 billion** to **HKD 1.063 billion**[317](index=317&type=chunk) [Consolidated Statement of Cash Flows](index=60&type=section&id=%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) Despite significant accounting losses, the Group maintained robust cash flow, generating **HKD 24.26 million** net cash inflow from operating activities, with net cash outflow from financing activities at **HKD 15.63 million**, resulting in an increased year-end cash and cash equivalents balance of **HKD 90.76 million** Summary of Consolidated Statement of Cash Flows | Metric | 2023 (HKD Thousands) | 2022 (HKD Thousands) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 24,263 | 26,456 | | Net Cash Flow Used in Investing Activities | (575) | - | | Net Cash Flow Used in Financing Activities | (15,634) | (28,537) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 8,054 | (2,081) | | Cash and Cash Equivalents at Year-End | 90,761 | 84,874 | [Notes to the Financial Statements](index=61&type=section&id=%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) The notes provide detailed explanations of significant accounting policies, key judgments, and estimates, with Notes 9, 13, and 32(e) being crucial for understanding the **Guangzhou Zhengda** derecognition event and its financial impact, while Note 14 details investment property fair value measurement - Note 9 details the calculation of the **HKD 1.708 billion** loss from the derecognition of **Guangzhou Zhengda**, attributing it primarily to the difference between the fair value of **Guangzhou Zhengda**'s equity and its original carrying amount of assets and liabilities[517](index=517&type=chunk)[538](index=538&type=chunk)[519](index=519&type=chunk) - Notes 13 and 14 explain the Group's fair value measurement for financial assets and investment properties, with the retained **Guangzhou Zhengda** equity (**HKD 1.030 billion**) and remaining investment properties (**HKD 0.370 billion**) after derecognition both valued using significant unobservable inputs (Level 3 fair value hierarchy)[527](index=527&type=chunk)[552](index=552&type=chunk)[579](index=579&type=chunk) - Note 32(e) provides a detailed historical background and latest developments regarding the **Guangzhou Zhengda** liquidation petition, serving as a core chapter for understanding the entire event's context[780](index=780&type=chunk)[783](index=783&type=chunk)[910](index=910&type=chunk) [Five-Year Group Financial Summary](index=127&type=section&id=%E4%BA%94%E5%B9%B4%E9%9B%86%E5%9C%98%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) Five-Year Financial Data Summary (for the year ended December 31) | Metric (HKD Thousands) | 2023 | 2022 | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 28,363 | 30,283 | 57,670 | 24,423 | 41,732 | | Profit/(Loss) Before Tax | (1,739,488) | 54,950 | 59,109 | (440) | (78,805) | | Profit/(Loss) Attributable to Ordinary Equity Holders of the Company | (482,140) | 3,273 | 6,811 | (6,576) | (18,505) | | **Assets and Liabilities** | | | | | | | Total Assets | 1,496,606 | 4,415,959 | 4,727,091 | 4,564,165 | 4,299,524 | | Total Liabilities | (433,507) | (1,394,436) | (1,503,715) | (1,451,973) | (1,384,655) | [Schedule of Properties](index=128&type=section&id=%E7%89%A9%E6%A5%AD%E6%AC%8A%E7%9B%8A%E8%A1%A8) - As of **December 31, 2023**, the Group's principal investment property comprises certain floors of **Gangyu Plaza** in Chongqing, China, for commercial use, in which the Group holds a **100% interest**[809](index=809&type=chunk)