[Errata Notice](index=1&type=section&id=Errata%20Notice) This notice provides corrections to a previous announcement, details the current board composition, and includes a standard disclaimer [Announcement Revision](index=1&type=section&id=Announcement%20Revision) This section corrects the share trading suspension date previously announced by China International Holdings Limited on June 28, 2024 - The company's share trading suspension date has been corrected from the originally misstated '9:00 a.m. on July 2, 2024' to **9:00 a.m. on April 2, 2024**[2](index=2&type=chunk) [Board Members](index=1&type=section&id=Board%20Members) This section details the composition of China International Holdings Limited's Board of Directors as of the announcement date Board Member Composition | Position | Name | | :--- | :--- | | Executive Director | Mr. Ho Kam Hung | | Non-Executive Director | Mr. Yeung Kwok Shui | | Independent Non-Executive Directors | Mr. Tam Kong, Ms. Wong Miu Ting, Mr. Wong Kui Fai | [Disclaimer](index=1&type=section&id=Disclaimer) This section clarifies that HKEX and SEHK bear no responsibility for the announcement's content, accuracy, or completeness - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness[1](index=1&type=chunk) - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement[1](index=1&type=chunk)

[Financial Highlights](index=1&type=section&id=Financial%20Highlights) The company swung to a significant loss in FY2023, primarily due to a large deconsolidation loss, impacting key financial metrics and balance sheet items [Consolidated Income Statement](index=1&type=section&id=Consolidated%20Income%20Statement) The company swung to an annual loss of HKD 1.85 billion in FY2023, primarily driven by a HKD 1.71 billion deconsolidation loss from a former subsidiary, despite a slight revenue decrease Key Consolidated Income Statement Data | Metric | 2023 (HKD thousands) | 2022 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Revenue | 28,363 | 30,283 | -6.3% | | Deconsolidation loss of a former subsidiary | (1,708,355) | – | N/A | | Loss before tax | (1,739,488) | 54,950 (Profit) | Swung from profit to loss | | Annual loss | (1,849,358) | 34,050 (Profit) | Swung from profit to loss | | Loss attributable to owners of the Company | (482,140) | 3,273 (Profit) | Swung from profit to loss | [Consolidated Balance Sheet](index=4&type=section&id=Consolidated%20Balance%20Sheet) As of year-end 2023, total assets significantly decreased by 66% to HKD 1.5 billion, primarily due to a reduction in investment property value following subsidiary deconsolidation, while total liabilities and net assets also declined Consolidated Balance Sheet Summary | Metric | 2023 (HKD thousands) | 2022 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 1,403,623 | 4,277,572 | -67.2% | | Total assets | 1,496,606 | 4,415,959 | -66.1% | | Total liabilities | 433,507 | 1,394,436 | -68.9% | | Net assets | 1,063,099 | 3,021,523 | -64.8% | | Equity attributable to owners of the Company | 375,814 | 873,970 | -57.0% | [Key Financial Metrics](index=2&type=section&id=Key%20Financial%20Metrics) Impacted by the substantial loss, basic loss per share was HKD 62.73 cents, with no final dividend proposed, though adjusted EBITDA remained positive at HKD 6.06 million, indicating core operational profitability - Basic loss per share was **HKD 62.73 cents**, compared to earnings per share of **HKD 0.46 cents** in the prior year[139](index=139&type=chunk)[57](index=57&type=chunk) - The Board did not recommend a final dividend for the year ended December 31, 2023[56](index=56&type=chunk) - Adjusted EBITDA was a profit of **HKD 6.06 million**, a decrease from **HKD 7.447 million** in 2022, primarily reflecting core business profitability[180](index=180&type=chunk) [Independent Auditor's Report](index=14&type=section&id=Independent%20Auditor%27s%20Report) The auditor issued a qualified opinion on the 2023 financial statements due to significant uncertainties regarding the final asset distribution of a former subsidiary undergoing liquidation [Qualified Opinion](index=14&type=section&id=Qualified%20Opinion) The auditor issued a qualified opinion on the 2023 consolidated financial statements due to significant uncertainty regarding the final asset distribution of Guangzhou Zhengda, a former subsidiary undergoing liquidation, impacting the valuation of its equity and related deconsolidation loss - The auditor issued a qualified opinion, stating that, except for the potential effects of the uncertainty regarding Guangzhou Zhengda's liquidation asset distribution, the financial statements present a true and fair view of the Group's financial position[51](index=51&type=chunk)[19](index=19&type=chunk) - The core of the qualified opinion is the inability to obtain sufficient audit evidence regarding the final distribution of Guangzhou Zhengda's remaining assets during liquidation, which may affect its equity valuation and the related deconsolidation loss amount[49](index=49&type=chunk)[50](index=50&type=chunk) [Management's Response](index=16&type=section&id=Management%27s%20Response) Management, supported by the Audit Committee, believes its wholly-owned subsidiary, Hong Kong Zhengda, holds 100% ownership of Guangzhou Zhengda's remaining assets post-liquidation and remains optimistic about a favorable legal outcome despite potential claims - Management believes that, based on the cooperation agreement and Chinese law, Hong Kong Zhengda owns all remaining assets in Guangzhou Zhengda's liquidation and is optimistic about winning any potential legal disputes[145](index=145&type=chunk) [Management Discussion & Analysis](index=16&type=section&id=Management%20Discussion%20%26%20Analysis) Management discusses the financial performance, business operations, and significant litigation concerning a former subsidiary, along with the outlook for the property market and future investment strategies [Financial Review](index=16&type=section&id=Financial%20Review) The annual swing to loss was primarily due to a non-cash, one-off HKD 1.71 billion deconsolidation loss from Guangzhou Zhengda and a fair value loss on investment properties, though core operating cash flow remained stable, and the gearing ratio stayed low - The annual swing from profit to loss was primarily due to (i) a **HKD 1.71 billion** deconsolidation loss from a former subsidiary; (ii) a **HKD 16.25 million** fair value gain on equity instruments at fair value through profit or loss; and (iii) a **HKD 52.30 million** fair value loss on investment properties (compared to a **HKD 50.69 million** gain last year)[181](index=181&type=chunk) - The deconsolidation loss of Guangzhou Zhengda was a non-cash transaction and had no impact on the Group's liquidity[161](index=161&type=chunk) Liquidity and Financial Resources | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Cash and bank balances | HKD 90.761 million | HKD 84.874 million | | Net cash flow from operating activities | HKD 24.263 million | HKD 26.456 million | | Gearing ratio | 0.10 | 0.04 | [Business Review](index=20&type=section&id=Business%20Review) The Group primarily engages in property investment and development in mainland China, with its core investment property, 'Gangyu Plaza' in Chongqing, providing stable cash flow, while the former subsidiary Guangzhou Zhengda's planned commercial complex development in Guangzhou is stalled due to legal disputes - The investment property 'Gangyu Plaza' in Chongqing operates stably with nearly full occupancy, providing the Group with stable cash flow and working capital[189](index=189&type=chunk)[171](index=171&type=chunk) - Former subsidiary Guangzhou Zhengda owns property in a prime location in Guangzhou, originally planned for a multi-functional commercial complex with a total GFA of approximately **234,000 sq.m.**, but the project is stalled due to liquidation disputes[190](index=190&type=chunk)[191](index=191&type=chunk) [Update on Material Litigation (Guangzhou Zhengda)](index=22&type=section&id=Update%20on%20Material%20Litigation%20(Guangzhou%20Zhengda)) The core event of this period is the complex legal litigation surrounding former subsidiary Guangzhou Zhengda, where a court ruling in May 2023 mandated its liquidation, leading to deconsolidation and a significant loss, prompting the company to pursue multiple legal avenues to challenge the decision - Core dispute: Third-party 'Yuefang Private Enterprise' applied for compulsory liquidation of Guangzhou Zhengda, citing 'company operational deadlock'[91](index=91&type=chunk)[70](index=70&type=chunk) - Key turning point: In May 2023, the Guangdong High Court overturned the lower court's decision to dismiss the liquidation application, ordering Guangzhou Zhengda's liquidation ('revocation of dismissal ruling'), which resulted in the Group losing control over Guangzhou Zhengda[69](index=69&type=chunk)[37](index=37&type=chunk) - Countermeasures: The Group has applied for a retrial with the Supreme People's Court and initiated separate lawsuits, asserting that 'Yuefang Private Enterprise' lacks legal standing, aiming to fundamentally invalidate the liquidation decision[73](index=73&type=chunk)[102](index=102&type=chunk)[110](index=110&type=chunk) [Outlook](index=32&type=section&id=Outlook) The Board anticipates the mainland China property market will require several years to rebound, while actively seeking investment opportunities aligned with 'new quality productive forces' and expecting improvement in the Hong Kong economy with impending US interest rate cuts - The Board anticipates the mainland China property market will require several years to rebound from the bear market and will closely monitor market dynamics[87](index=87&type=chunk) - The Group will actively explore investment opportunities related to 'new quality productive forces,' aiming to upgrade and transform traditional industrial chains[130](index=130&type=chunk) - It is anticipated that the US will begin interest rate cuts by year-end or early next year, at which point the economic downturn in Hong Kong is expected to improve[115](index=115&type=chunk) [Notes to the Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section details the basis of financial statement preparation, accounting policy changes, segment information, and the financial impact of deconsolidating a former subsidiary [Basis of Preparation and Changes in Accounting Policies](index=5&type=section&id=Basis%20of%20Preparation%20and%20Changes%20in%20Accounting%20Policies) The financial statements are prepared in accordance with HKFRS and the historical cost convention, with the adoption of new and revised HKFRS standards during the year having no significant impact on the Group's financial statements - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards (HKFRS) and the disclosure requirements of the Hong Kong Companies Ordinance[141](index=141&type=chunk) - Several new standards, including HKAS 1 (Revised), HKAS 8 (Revised), and HKAS 12 (Revised), were adopted during the year, none of which had a significant impact on the Group's financial statements[152](index=152&type=chunk)[142](index=142&type=chunk)[136](index=136&type=chunk) [Revenue and Segment Information](index=7&type=section&id=Revenue%20and%20Segment%20Information) The Group operates in two segments: Property Investment and Development, and Corporate and Others, with all external revenue in 2023 derived from the former, which recorded a significant loss primarily due to subsidiary deconsolidation, and over 90% of the Group's revenue and assets are located in mainland China - The Group is organized into two reportable operating segments: (a) Property Investment and Development; and (b) Corporate and Others[14](index=14&type=chunk)[144](index=144&type=chunk)[29](index=29&type=chunk) Segment Results Summary (2023, HKD thousands) | Segment | Sales to external customers | Segment results | | :--- | :--- | :--- | | Property Investment and Development | 28,363 | (1,724,344) | | Corporate and Others | – | (14,678) | | **Total** | **28,363** | **(1,739,022)** | - For the year 2023, revenue from a single major customer A amounted to **HKD 28.363 million**, representing **100%** of total revenue[3](index=3&type=chunk)[28](index=28&type=chunk) [Deconsolidation of a Former Subsidiary](index=11&type=section&id=Deconsolidation%20of%20a%20Former%20Subsidiary) Due to a court-ordered liquidation, the Group lost control of Guangzhou Zhengda on May 15, 2023, leading to its deconsolidation and a significant HKD 1.71 billion loss recognized in the income statement, with the remaining equity reclassified as a financial asset at fair value - Due to the court's liquidation order, the Board determined that the Group lost control over Guangzhou Zhengda from May 15, 2023, and thus deconsolidated it[37](index=37&type=chunk) Financial Impact of Deconsolidation (HKD thousands) | Item | Amount | | :--- | :--- | | Release of exchange fluctuation reserve | 20,469 | | Net assets of Guangzhou Zhengda | 2,702,106 | | **Deconsolidation loss of a former subsidiary** | **(1,708,355)** | | Equity interest recognized as financial asset at fair value through profit or loss | 1,014,220 | - The fair value of Guangzhou Zhengda's equity interest was determined using the discounted net realizable value method, considering asset fair value, related taxes, recovery time, and discount rates[40](index=40&type=chunk) [Corporate Governance and Other Information](index=33&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section covers the company's adherence to corporate governance codes, the Audit Committee's review of annual results, and the status of share trading [Corporate Governance and Compliance](index=33&type=section&id=Corporate%20Governance%20and%20Compliance) The Board believes the company largely complied with the Listing Rules' Corporate Governance Code during 2023, with a minor deviation regarding director rotation deemed in spirit with the code, and the Audit Committee has reviewed the annual results - The Board believes the company largely complied with the Corporate Governance Code throughout the year, with a deviation from Code Provision A.4.2 (regarding rotation of directors) but deemed to be in line with the spirit of the code[117](index=117&type=chunk)[132](index=132&type=chunk) - The company's Audit Committee has reviewed the annual results[121](index=121&type=chunk) - The company's shares were suspended from trading from 9:00 a.m. on July 2, 2024, and an application has been made for resumption of trading after the announcement[123](index=123&type=chunk)[134](index=134&type=chunk)

Financial Performance - The consolidated revenue for the six months ended June 30, 2023, was HKD 14,752,000, a slight increase of approximately 2% compared to HKD 15,104,000 for the same period last year[7]. - The adjusted EBITDA for the period was HKD 3,021,000, down from HKD 4,995,000 in the previous year[8]. - The net loss for the group during the period was HKD 444,000, a decrease from a profit of HKD 521,000 in the same period last year, attributed to a decline in revenue and an increase in administrative expenses[9]. - For the six months ended June 30, 2023, the company's revenue was HKD 14,752,000, a decrease of 2.33% compared to HKD 15,104,000 in the same period of 2022[105]. - The company reported a loss of HKD 444,000 for the period, compared to a profit of HKD 521,000 in the previous year, indicating a significant decline in profitability[105]. - The pre-tax profit for the period was HKD 2,171,000, down from HKD 3,118,000 in 2022, reflecting a decrease of approximately 30.4%[122]. - The basic earnings per share attributable to ordinary shareholders was HKD 0.02, down from HKD 0.15 in the same period last year, a decline of 86.67%[105]. - The total employee cost for the period was HKD 3,599,000, a decrease from HKD 3,916,000 in the previous year[76]. Financial Position - The cash and bank balance as of June 30, 2023, was HKD 95,874,000, an increase from HKD 84,874,000 as of December 31, 2022, with no bank borrowings[10]. - The group had outstanding borrowings of HKD 69,098,000 as of June 30, 2023, down from HKD 72,297,000 at the end of the previous year[13]. - The total assets of the group as of June 30, 2023, were HKD 4,233,749,000, a decrease from HKD 4,415,989,000 as of December 31, 2022[14]. - The net current assets as of June 30, 2023, were HKD 12,838,000, compared to HKD 1,034,000 as of December 31, 2022[14]. - The company's total equity decreased to HKD 2,883,771,000 from HKD 3,021,523,000, a decline of approximately 4.56%[111]. - The total liabilities decreased to HKD 1,217,706,000 from HKD 1,257,083,000, reflecting a reduction of about 3.13%[111]. Capital and Investments - The company announced the issuance of 60,000,000 stock options at an exercise price of HKD 0.09, raising a total of HKD 4,950,000 before expenses[22]. - As of June 30, 2023, the net proceeds from the new share issuance amounted to HKD 16.1 million, with 74.5% allocated to the Guangzhou development project and 25.5% for general working capital[25]. - The Guangzhou reconstruction project is budgeted at approximately RMB 1.7 billion (HKD 1.836 billion), with the company and related parties bearing 25% and 75% of the total cost respectively[39]. - The company owns around 190 residential units with a total construction area of approximately 11,000 square meters, which are currently vacant or available for sale[41]. Legal and Regulatory Matters - The company is currently facing legal challenges regarding a liquidation petition against its indirect subsidiary, Guangzhou Zhengda, with recent court rulings impacting its operational status[51]. - The company expressed disappointment over a recent ruling that overturned a previous dismissal of the liquidation petition, indicating ongoing legal disputes[51]. - The company plans to address the legal issues through litigation or arbitration rather than liquidation procedures[51]. - Guangzhou Zhengda's Chinese partner holds 0% equity, thus has no shareholder rights according to Chinese company law[55]. - The so-called liquidation announcement is the second attempt by Yuefang Private Enterprise to initiate compulsory liquidation, following a similar attempt in 2009 that was dismissed in 2021[58]. - Guangzhou Zhengda's business operations remain normal, and it is still registered as an "operating enterprise" as of the latest public report[60]. Market and Economic Outlook - Economic indicators show a strong rebound in both mainland China and Hong Kong following the lifting of travel restrictions in March 2023[68]. - The central government aims for a 5% economic growth target for 2023, despite facing challenges such as the ongoing Ukraine war and high inflation rates in Western countries[68]. - The board maintains a cautiously optimistic outlook for the stability and prosperity of the Chinese economy this year[70]. - The board expresses optimism for economic rebound in mainland China and Hong Kong in the fourth quarter of 2023[75]. - The government emphasizes the importance of macro policies, expanding demand, reform, innovation, and risk prevention to stabilize the economy[70]. Corporate Governance - The company has complied with the corporate governance code throughout the period[94]. - The board consists of five members, with independent non-executive directors making up 60% of the board[96]. - Major shareholders include Ye Jiali with 15.30% and He Zhanxiong with 13.74% of the company's shares[86]. - The company’s major shareholder, He Jianxiong, holds 14.39% of the company through controlled corporations and 0.91% directly[78].

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。 1 中期業績 中期業績 中華國際控股有限公司(「本公司」)董事會(「董事會」)謹此宣佈,本公司截至二零 二三年六月三十日止六個月未經審核綜合業績(「中期業績」),連同二零二二年同 期之比較數字,如下: 簡明綜合收益表 | | | 截至六月三十日止六個月 | | |-------------------------------------|------|--------------------------|---------------| | | | 二零二三年 | 二零二二年 | | | | (未經審核) | (未經審核) | | | 附註 | 千港元 | 千港元 | | 收入 | 2 | 14,752 | 15,104 | | 其他收入及收益 | | 229 | 526 | | 行政開支 | | (12,087) | (11,717) | | 財務費用 | 3 | (723) | (795) | | 稅 ...

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].