Contents 目錄 | Corporate Information | | | --- | --- | | 公司資料 | 2 | | Chairman's Statement | | | 主席報告書 | 5 | | Management Discussion and Analysis | | | 管理層討論及分析 | 10 | | Other Information | | | 其他資料 | 24 | | Interim Condensed Consolidated Statement of Profit or Loss | | | 中期簡明綜合損益表 | 39 | | Interim Condensed Consolidated Statement of | | | Comprehensive Income | | | 中期簡明綜合全面收益表 | 40 | | Interim Condensed Consolidated Statement of | | | Financial Position | | | 中期簡明綜合財務狀況表 | 41 | | Interim Condensed Consolida ...

[Corporate Information](index=2&type=section&id=Corporate%20Information) [Company Overview](index=3&type=section&id=Company%20Overview) This section outlines the company's basic information, including board members, committee structures, registered office, listing venue, and production base - Executive Directors include Mr. Poon Siu Lung (Chairman and Chief Executive Officer) and Mr. Ho Pak Yiu[4](index=4&type=chunk) - The company's shares have been listed on The Stock Exchange of Hong Kong Limited since February 5, 2013, with stock code **2078**[5](index=5&type=chunk)[7](index=7&type=chunk)[29](index=29&type=chunk) - The principal place of business in Hong Kong is in Kwun Tong, Kowloon, with the production base in Nanyang City, Henan Province, China[7](index=7&type=chunk) [Financial Highlights and Key Financial Ratios](index=4&type=section&id=Financial%20Highlights%20and%20Key%20Financial%20Ratios) [Key Financial Performance](index=5&type=section&id=Key%20Financial%20Performance) For the six months ended June 30, 2025, the company's financial performance significantly declined, shifting from a profit to a loss Key Financial Data for the Six Months Ended June 30, 2025 | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue (HK$ million) | 242.8 | 433.9 | -44.0% | | Gross Profit (HK$ million) | 28.7 | 74.6 | -61.5% | | Gross Profit Margin | 11.8% | 17.2% | -31.3% | | (Loss)/Profit for the Period (HK$ million) | (26.4) | 5.9 | -547.5% | | EBITDA (HK$ million) | 5.2 | 35.3 | -85.4% | | (Loss)/Earnings Per Share (HK cents) | (2.20) | 0.49 | | [Key Financial Ratios](index=5&type=section&id=Key%20Financial%20Ratios) The company's return on equity and interest coverage ratio turned negative, indicating a significant deterioration in profitability and solvency Key Financial Ratios for the Six Months Ended June 30, 2025 | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Return on Equity | -3.58% | 0.82% | | Interest Coverage Ratio | (7.69) | 2.03 | - The Board did not declare an interim dividend for the six months ended June 30, 2025 (2024: nil)[15](index=15&type=chunk) [Condensed Consolidated Interim Financial Information](index=6&type=section&id=Condensed%20Consolidated%20Interim%20Financial%20Information) [Condensed Consolidated Interim Statement of Financial Position](index=7&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets and liabilities decreased, with significant reductions in current assets and liabilities, and a slight decrease in equity attributable to owners of the company Condensed Consolidated Interim Statement of Financial Position (HK$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | 557,881 | 606,621 | | Current assets | 588,670 | 807,408 | | **Total Assets** | **1,146,551** | **1,414,029** | | **Equity** | | | | Total equity attributable to owners of the company | 708,917 | 731,900 | | **Liabilities** | | | | Non-current liabilities | 34,340 | 14,771 | | Current liabilities | 403,294 | 667,358 | | **Total Liabilities** | **437,634** | **682,129** | | **Total Equity and Liabilities** | **1,146,551** | **1,414,029** | [Condensed Consolidated Interim Statement of Comprehensive Income](index=9&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group shifted from a profit to a loss, primarily due to a significant decline in revenue and gross profit, despite increases in other income and net other gains Condensed Consolidated Interim Statement of Comprehensive Income (HK$ thousand) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 242,783 | 433,942 | | Cost of sales | (214,093) | (359,320) | | Gross profit | 28,690 | 74,622 | | Distribution and selling expenses | (8,377) | (12,359) | | Administrative expenses | (57,441) | (69,704) | | Other income | 4,977 | 4,268 | | Other gains – net | 4,881 | 4,461 | | Finance income – net | 1,881 | 4,608 | | (Loss)/Profit before income tax | (25,389) | 5,896 | | Income tax | (1,005) | – | | **(Loss)/Profit for the period** | **(26,394)** | **5,896** | | Exchange differences | 2,326 | (5,695) | | Exchange differences reclassified to profit or loss | 1,085 | – | | **Total comprehensive (loss)/income for the period** | **(22,983)** | **201** | [Condensed Consolidated Interim Statement of Changes in Equity](index=10&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, the company's total equity decreased due to the loss for the period, partially offset by other comprehensive income from exchange differences Condensed Consolidated Interim Statement of Changes in Equity (HK$ thousand) | Metric | January 1, 2025 (Audited) | Loss for the period | Other comprehensive income | Transfer upon lapse of share options | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | :--- | :--- | :--- | | Share capital | 120,000 | – | – | – | 120,000 | | Share premium | 1,001,287 | – | – | – | 1,001,287 | | Shares held for share award scheme | (774) | – | – | – | (774) | | Share option reserve | 3,124 | – | – | (38) | 3,086 | | Other reserves | (87,519) | – | 3,411 | – | (84,108) | | Accumulated losses | (304,218) | (26,394) | – | 38 | (330,574) | | **Total Equity** | **731,900** | **(26,394)** | **3,411** | **–** | **708,917** | [Condensed Consolidated Interim Statement of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, the Group experienced net cash outflows from both operating and financing activities, leading to a significant reduction in cash and cash equivalents Condensed Consolidated Interim Statement of Cash Flows (HK$ thousand) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (114,157) | 109,742 | | Cash generated from investing activities | 28,256 | 31,153 | | Net cash (used in)/generated from financing activities | (40,572) | 56,514 | | **Net (decrease)/increase in cash and cash equivalents** | **(126,473)** | **197,409** | | Cash and cash equivalents at beginning of period | 290,996 | 226,239 | | Cash and cash equivalents at end of period | 169,162 | 420,812 | [Notes to the Condensed Consolidated Interim Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) [1 GENERAL INFORMATION](index=12&type=section&id=1%20GENERAL%20INFORMATION) The Group primarily manufactures and trades aluminum products, was incorporated in 2005, and listed on the HKEX in 2013, with this interim report reviewed by the Audit Committee - The Group is principally engaged in the manufacturing and trading of aluminum products[28](index=28&type=chunk) - The company's shares have been listed on The Stock Exchange of Hong Kong Limited since February 5, 2013[29](index=29&type=chunk) [2 BASIS OF PREPARATION](index=12&type=section&id=2%20BASIS%20OF%20PREPARATION) These interim financial statements are prepared in accordance with HKAS 34 and the Listing Rules, applying consistent accounting policies with the 2024 annual financial statements, except for expected changes in 2025 - The unaudited condensed consolidated interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA and comply with the applicable disclosure requirements of the Listing Rules[30](index=30&type=chunk)[34](index=34&type=chunk) [3 ACCOUNTING POLICIES](index=13&type=section&id=3%20ACCOUNTING%20POLICIES) Accounting policies for this period are consistent with the 2024 annual consolidated financial statements, except for HKAS 21 amendments on lack of exchangeability, which had no significant impact - The adoption of amendments to HKAS 21 "Lack of Exchangeability" had no significant financial impact on the Group's condensed consolidated interim financial statements[36](index=36&type=chunk) [4 FINANCIAL RISK MANAGEMENT](index=14&type=section&id=4%20FINANCIAL%20RISK%20MANAGEMENT) The Group faces market, credit, and liquidity risks with unchanged policies since year-end, using futures contracts to hedge aluminum price volatility, though fair value gains on derivatives significantly decreased this period - The Group's operations involve various financial risks: market risk, credit risk, and liquidity risk, with no changes in risk management policies since the last reporting date[40](index=40&type=chunk) - The Group has entered into futures contracts traded on the Shanghai Futures Exchange to mitigate risks arising from aluminum price fluctuations[43](index=43&type=chunk) Fair Value Gains on Derivative Financial Instruments (HK$ thousand) | Metric | Period Ended June 30, 2025 | Period Ended June 30, 2024 | | :--- | :--- | :--- | | Fair value gains on derivative financial instruments | 131 | 2,924 | [5 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS](index=15&type=section&id=5%20CRITICAL%20ACCOUNTING%20ESTIMATES%20AND%20JUDGMENTS) The significant judgments and key sources of estimation uncertainty applied by management in preparing the interim financial information are consistent with those used for the consolidated financial information for the year ended December 31, 2024 - The significant judgments and key sources of estimation uncertainty applied by management in the Group's accounting policies are consistent with those used for the consolidated financial information for the year ended December 31, 2024[50](index=50&type=chunk) [6 REVENUE AND SEGMENT INFORMATION](index=16&type=section&id=6%20REVENUE%20AND%20SEGMENT%20INFORMATION) The Group operates in one segment: manufacturing and trading aluminum products, with current period revenue primarily from Vietnam and China, but total revenue significantly decreased year-on-year - The Group has identified one operating segment: the manufacturing and trading of aluminum products[52](index=52&type=chunk) Revenue by Geographical Region (HK$ thousand) | Region | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Vietnam | 158,543 | 287,550 | | China | 68,569 | 92,509 | | Australia | 6,924 | 16,488 | | Other regions | 8,747 | 37,395 | | **Total** | **242,783** | **433,942** | [7 PROPERTY, PLANT AND EQUIPMENT](index=17&type=section&id=7%20PROPERTY%2C%20PLANT%20AND%20EQUIPMENT) As of June 30, 2025, the Group's net book value of property, plant, and equipment decreased, primarily due to depreciation, despite new additions Changes in Property, Plant and Equipment (HK$ thousand) | Metric | Six Months Ended June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Net book value at beginning of period | 362,934 | 425,345 | | Additions | 3,655 | 2,440 | | Disposals | (2,848) | (1,283) | | Depreciation | (27,820) | (58,401) | | **Net book value at end of period** | **337,743** | **362,934** | [8 TRADE RECEIVABLES](index=17&type=section&id=8%20TRADE%20RECEIVABLES) As of June 30, 2025, net trade receivables significantly decreased, with most receivables neither past due nor impaired, and a credit period of 30 to 90 days Trade Receivables (HK$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Trade receivables | 292,848 | 356,220 | | Less: Impairment losses recognized | (132,910) | (129,770) | | **Trade receivables – net** | **159,938** | **226,450** | - As of June 30, 2025, trade receivables of approximately **HK$159.9 million** were neither past due nor impaired[62](index=62&type=chunk) [9 SHARE CAPITAL](index=18&type=section&id=9%20SHARE%20CAPITAL) As of June 30, 2025, the company's issued share capital remained unchanged at HK$120 million, comprising 1.2 billion ordinary shares of HK$0.10 each Share Capital Information (HK$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Number of issued and fully paid shares (thousands) | 1,200,000 | 1,200,000 | | Issued and fully paid share capital (HK$ thousand) | 120,000 | 120,000 | [10 SHARE OPTION SCHEME](index=19&type=section&id=10%20SHARE%20OPTION%20SCHEME) The company's share option scheme expired on January 18, 2023, with no new options granted this period, and 280,000 employee options lapsed, reducing the total outstanding options - The company's share option scheme expired on January 18, 2023, and there are currently no other effective share option schemes[67](index=67&type=chunk) Share Option Movement Details | Grantee Category | Balance at January 1, 2025 | Lapsed during the period | Balance at June 30, 2025 | | :--- | :--- | :--- | :--- | | Directors | 2,400,000 | – | 2,400,000 | | Employees | 8,032,000 | (280,000) | 7,752,000 | | Service providers | 10,800,000 | – | 10,800,000 | | **Total** | **21,232,000** | **(280,000)** | **20,952,000** | [11 Borrowings](index=21&type=section&id=11%20Borrowings) As of June 30, 2025, the Group's total borrowings decreased, with an increase in non-current borrowings, a lower effective annual interest rate, and all borrowings secured by company and director guarantees, and certain assets and bank deposits Borrowings (HK$ thousand) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Current bank loans | 182,601 | 251,633 | | Non-current bank loans | 34,340 | – | | **Total** | **216,941** | **251,633** | - As of June 30, 2025, the effective annual interest rate for interest-bearing borrowings was **3.23%** (December 31, 2024: 4.03%)[72](index=72&type=chunk) - The Group's non-current bank loans of approximately **HK$34.34 million** include covenants requiring one subsidiary to maintain a debt-to-asset ratio above 70%[73](index=73&type=chunk) [12 TRADE AND BILLS PAYABLES](index=22&type=section&id=12%20TRADE%20AND%20BILLS%20PAYABLES) As of June 30, 2025, the Group's total trade and bills payables decreased, with the majority due within 30 days Aging Analysis of Trade and Bills Payables (HK$ thousand) | Aging | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | 0-30 days | 6,917 | 7,241 | | 31-60 days | 847 | 2,363 | | 61-90 days | 277 | 439 | | Over 90 days | 2,604 | 2,270 | | **Total** | **10,645** | **12,313** | [13 (LOSS)/PROFIT BEFORE INCOME TAX](index=23&type=section&id=13%20%28LOSS%29%2FPROFIT%20BEFORE%20INCOME%20TAX) For the six months ended June 30, 2025, the Group recorded a loss before income tax, primarily influenced by inventory costs, employee benefits, and depreciation, contrasting with a reversal of trade receivables impairment in the prior period Components of (Loss)/Profit Before Income Tax (HK$ thousand) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Cost of inventories recognized | 214,093 | 359,320 | | Employee benefits expense | 32,920 | 34,138 | | Depreciation of property, plant and equipment | 27,820 | 29,695 | | Impairment loss allowance for trade receivables (reversal) | 3,120 | (7,282) | [14 OTHER GAINS – NET](index=24&type=section&id=14%20OTHER%20GAINS%20%E2%80%93%20NET) For the six months ended June 30, 2025, the Group's net other gains increased, driven by higher net exchange gains, but fair value gains on derivative financial instruments significantly decreased Other Gains – Net (HK$ thousand) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Net exchange gains | 4,079 | 1,537 | | Fair value gains on derivative financial instruments | 131 | 2,924 | | Gain on derecognition of a subsidiary | 1,087 | – | | **Total** | **4,881** | **4,461** | [15 FINANCE INCOME – NET](index=24&type=section&id=15%20FINANCE%20INCOME%20%E2%80%93%20NET) For the six months ended June 30, 2025, the Group's net finance income decreased, primarily due to lower interest income from bank deposits, alongside reduced finance costs Finance Income – Net (HK$ thousand) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Interest income from bank deposits | 4,802 | 10,343 | | Interest expense on borrowings | (2,706) | (5,659) | | **Finance income – net** | **1,881** | **4,608** | [16 INCOME TAX](index=25&type=section&id=16%20INCOME%20TAX) For the six months ended June 30, 2025, no Hong Kong profits tax was provided due to sufficient tax losses, with income tax expense mainly from under-provision for prior year Australian and Chinese enterprise income tax, where one Chinese subsidiary enjoys a 15% preferential tax rate - No provision for Hong Kong profits tax was made for the six months ended June 30, 2025, due to sufficient tax losses to offset assessable profits[84](index=84&type=chunk) - One of the company's Chinese subsidiaries qualified as a high-tech enterprise in December 2022, enjoying a **15%** preferential income tax rate for three years[85](index=85&type=chunk) Income Tax (HK$ thousand) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | China enterprise income tax – over-provision in prior years | 47 | – | | Overseas tax – over-provision in prior years | 958 | – | | **Income tax** | **1,005** | **–** | [17 DIVIDENDS](index=25&type=section&id=17%20DIVIDENDS) The company did not declare any dividends for the six months ended June 30, 2025, or 2024 - The company did not declare any dividends for the six months ended June 30, 2025, or 2024[88](index=88&type=chunk) [18 (LOSS)/EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY](index=26&type=section&id=18%20%28LOSS%29%2FEARNINGS%20PER%20SHARE%20ATTRIBUTABLE%20TO%20OWNERS%20OF%20THE%20COMPANY) For the six months ended June 30, 2025, the company reported a basic loss per share of **2.20 HK cents**, compared to earnings per share of **0.49 HK cents** in the prior period, with diluted loss per share not assuming exercise of share options due to their higher exercise price (Loss)/Earnings Per Share (HK cents) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | (Loss)/Profit attributable to owners of the company (HK$ thousand) | (26,394) | 5,896 | | Basic (loss)/earnings per share (HK cents) | (2.20) | 0.49 | - The calculation of diluted (loss)/earnings per share for the six months ended June 30, 2025, and 2024, did not assume the exercise of the company's outstanding share options, as their exercise price exceeded the average market price during the period[94](index=94&type=chunk) [19 CAPITAL COMMITMENTS](index=27&type=section&id=19%20CAPITAL%20COMMITMENTS) As of June 30, 2025, the Group's contracted but unprovided capital commitments increased, primarily related to machinery purchases Capital Commitments (HK$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Contracted but not provided for – property, plant and equipment | 20,244 | 16,171 | [20 RELATED PARTY TRANSACTIONS](index=27&type=section&id=20%20RELATED%20PARTY%20TRANSACTIONS) For the six months ended June 30, 2025, key management personnel compensation, including salaries, bonuses, allowances, and defined contribution plan contributions, increased Key Management Personnel Compensation (HK$ thousand) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Salaries, bonuses and allowances | 3,315 | 2,668 | | Defined contribution plan contributions | 208 | 87 | | **Total** | **3,523** | **2,755** | [Management Discussion and Analysis](index=27&type=section&id=Management%20Discussion%20and%20Analysis) [PERFORMANCE OVERVIEW](index=28&type=section&id=PERFORMANCE%20OVERVIEW) In the first half of 2025, the Group's performance was significantly impacted by geopolitical tensions, changing trade policies, slow economic recovery, and industry oversupply, leading to substantial declines in sales volume, revenue, and gross profit, resulting in a loss - In the first half of 2025, the Group's performance was primarily affected by ongoing geopolitical tensions, evolving trade policies, and a slower-than-expected economic recovery in several key markets[103](index=103&type=chunk) H1 2025 Performance Overview | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Sales Volume (tonnes) | 7,351 | (Not provided) | -46.1% | | Revenue (HK$ million) | 242.8 | 433.9 | -44.0% | | Gross Profit Margin | 11.8% | 17.2% | | | Loss Attributable to Owners of the Company (HK$ million) | 26.4 | 5.9 (Profit) | -547.5% | [Revenue Analysis](index=28&type=section&id=Revenue) The Group's revenue significantly decreased across all product categories (solar frames, consumer electronics, electric vehicles, industrial products) and geographical regions (Vietnam, China, Australia, other regions), primarily due to weak market sentiment and reduced order volumes Revenue by Product Category (HK$ million) | Product Category | Six Months Ended June 30, 2025 | Share (%) | Six Months Ended June 30, 2024 | Share (%) | Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Solar Frames | 158.1 | 65.1% | 296.1 | 68.2% | -46.6% | | Consumer Electronics | 17.7 | 7.3% | 35.2 | 8.1% | -49.7% | | Electric Vehicles | 40.3 | 16.6% | 44.3 | 10.2% | -9.0% | | Industrial Products | 26.7 | 11.0% | 58.3 | 13.5% | -54.2% | Revenue by Geographical Location (HK$ million) | Region | Six Months Ended June 30, 2025 | Share (%) | Six Months Ended June 30, 2024 | Share (%) | Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Vietnam | 158.5 | 65.3% | 287.5 | 66.3% | -44.9% | | China | 68.6 | 28.3% | 92.5 | 21.3% | -25.8% | | Australia | 6.9 | 2.8% | 16.5 | 3.8% | -58.2% | | Other Regions | 8.8 | 3.6% | 37.4 | 8.6% | -76.5% | [Cost of Sales, Gross Profit and Gross Profit Margin](index=29&type=section&id=Cost%20of%20sales%2C%20Gross%20profit%20and%20gross%20profit%20margin) Cost of sales contracted with declining sales, but gross profit and gross profit margin both significantly decreased due to reduced order volumes limiting cost absorption and changes in product mix Cost of Sales, Gross Profit and Gross Profit Margin (HK$ million) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Cost of Sales | 214.1 | 359.3 | -40.4% | | Gross Profit | 28.7 | 74.6 | | | Gross Profit Margin | 11.8% | 17.2% | | [Operating Expenses and Other Income](index=30&type=section&id=Operating%20Expenses%20and%20Other%20Income) Distribution and selling expenses decreased with lower sales, while administrative expenses fell mainly due to reduced R&D costs; other income increased from subcontractor claims, and net other gains rose from exchange gains, but fair value gains on derivative financial instruments significantly declined, with both finance income and costs decreasing Operating Expenses and Other Income (HK$ million) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Distribution and selling expenses | 8.4 | 12.4 | | Administrative expenses | 57.4 | 69.7 | | Other income | 5.0 | 4.3 | | Other gains – net | 4.9 | 4.5 | | Finance income | 4.8 | 10.3 | | Finance costs | 2.9 | 5.7 | - Administrative expenses decreased primarily due to a reduction of approximately **HK$11.6 million** in research and development costs compared to the prior period in 2024[121](index=121&type=chunk) - Fair value gains on derivative financial instruments (aluminum futures contracts) decreased from approximately **HK$2.9 million** in the prior period of 2024 to approximately **HK$0.1 million** in the current period[124](index=124&type=chunk) [Income tax](index=31&type=section&id=Income%20tax) Income tax expense for the period was approximately **HK$1.0 million**, mainly due to under-provision for prior year Australian and Chinese enterprise income tax, with no Hong Kong profits tax provided due to sufficient tax losses - Income tax expense for the period was approximately **HK$1.0 million**, primarily due to under-provision for Australian profits tax and Chinese enterprise income tax in prior years[135](index=135&type=chunk) [PROSPECT](index=31&type=section&id=PROSPECT) The Group anticipates ongoing market challenges but plans to strengthen its market position and achieve sustainable growth by enhancing technology, improving efficiency, strictly controlling costs, optimizing product mix, expanding high-value offerings, and prudently managing credit risk - The current market environment, including weak demand in certain areas, changes in product mix, and macroeconomic uncertainties, is expected to persist[136](index=136&type=chunk) - The Group has strengthened its technological and engineering capabilities, implemented internal efficiency improvements, reinforced cost control measures, and explored diversified growth avenues[137](index=137&type=chunk) - Future focus will be on optimizing the product portfolio, expanding high-value product offerings, and exploring untapped market segments where technological expertise can provide a competitive advantage[138](index=138&type=chunk) [Other Information](index=32&type=section&id=Other%20Information) [LIQUIDITY AND FINANCIAL RESOURCES](index=32&type=section&id=LIQUIDITY%20AND%20FINANCIAL%20RESOURCES) As of June 30, 2025, the Group's cash and cash equivalents, pledged bank deposits, and interest-bearing borrowings all decreased compared to year-end 2024, with operations primarily funded by internal cash flow and borrowings Liquidity and Financial Resources (HK$ million) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | 169.2 | 291.0 | | Pledged bank deposits | 7.8 | 34.8 | | Interest-bearing borrowings | 216.9 | 251.6 | [CHARGES ON ASSET](index=32&type=section&id=CHARGES%20ON%20ASSET) As of June 30, 2025, approximately **HK$360.0 million** of the Group's assets, including property, plant and equipment, right-of-use assets, and bank deposits, were pledged as collateral for the Group's borrowings, an increase from year-end 2024 - As of June 30, 2025, assets with a total carrying value of approximately **HK$360.0 million** (December 31, 2024: approximately **HK$305.9 million**), including property, plant and equipment, right-of-use assets, and bank deposits, were pledged as collateral for the Group's borrowings[150](index=150&type=chunk) [CAPITAL STRUCTURE](index=32&type=section&id=CAPITAL%20STRUCTURE) As of June 30, 2025, and December 31, 2024, the company's issued share capital remained stable at **HK$120 million**, divided into 1.2 billion shares of **HK$0.1** each - As of June 30, 2025, and December 31, 2024, the company's issued share capital was **HK$120 million**, divided into **1.2 billion** shares of **HK$0.1** each[145](index=145&type=chunk) [FOREIGN EXCHANGE AND OTHER RISK](index=32&type=section&id=FOREIGN%20EXCHANGE%20AND%20OTHER%20RISK) The Group faces foreign exchange risk from USD to RMB fluctuations, as sales are settled in USD and RMB while raw material purchases are primarily in RMB, with no hedging measures currently in place - Fluctuations in the exchange rate between the US dollar and Renminbi, an inconvertible currency, may impact the Group's results, and currently, the Group has not entered into any agreements or purchased any instruments to hedge its exchange rate risk[146](index=146&type=chunk) [CAPITAL COMMITMENTS](index=32&type=section&id=CAPITAL%20COMMITMENTS) As of June 30, 2025, the Group's contracted but unprovided capital commitments in the consolidated financial statements amounted to approximately **HK$20.2 million**, primarily for machinery purchases, an increase from year-end 2024 - As of June 30, 2025, the Group's contracted but unprovided capital commitments in the consolidated financial statements were approximately **HK$20.2 million** (December 31, 2024: approximately **HK$16.2 million**), primarily involving the purchase of machinery[147](index=147&type=chunk) [CONTINGENT LIABILITIES](index=32&type=section&id=CONTINGENT%20LIABILITIES) As of June 30, 2025, the Group had no contingent liabilities - As of June 30, 2025, the Group had no contingent liabilities (December 31, 2024: nil)[148](index=148&type=chunk) [SIGNIFICANT INVESTMENT, MATERIAL ACQUISITION AND DISPOSAL](index=33&type=section&id=SIGNIFICANT%20INVESTMENT%2C%20MATERIAL%20ACQUISITION%20AND%20DISPOSAL) During the period, the Group did not undertake any significant investments, material acquisitions, or disposals of subsidiaries, associates, or joint ventures - During the period, the Group had no significant investments, material acquisitions, or disposals of subsidiaries, associates, or joint ventures[155](index=155&type=chunk) [FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS](index=33&type=section&id=FUTURE%20PLANS%20FOR%20MATERIAL%20INVESTMENTS%20OR%20CAPITAL%20ASSETS) As of June 30, 2025, the Group had no future plans for material investments or capital asset purchases beyond those disclosed in the "Prospect" section - As of June 30, 2025, the Group had no future plans for material investments or capital asset purchases other than those disclosed in the "Prospect" section[156](index=156&type=chunk) [EMPLOYEE INFORMATION AND REMUNERATION POLICIES](index=33&type=section&id=EMPLOYEE%20INFORMATION%20AND%20REMUNERATION%20POLICIES) As of June 30, 2025, the Group's total full-time employees decreased to **615**, with competitive remuneration policies, various benefits, and training opportunities, and a slight decrease in staff costs for the period Number of Full-time Employees | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of full-time employees | 615 | 720 | - During the period, the Group incurred staff costs (including directors' emoluments) of approximately **HK$32.9 million** (2024: approximately **HK$34.1 million**)[157](index=157&type=chunk) [EVENT AFTER REPORTING PERIOD](index=33&type=section&id=EVENT%20AFTER%20REPORTING%20PERIOD) The Directors are unaware of any significant events after June 30, 2025, up to the date of this report that require disclosure - The Directors are unaware of any significant events that have occurred after June 30, 2025, up to the date of this report that require disclosure[158](index=158&type=chunk) [INTERIM DIVIDEND](index=34&type=section&id=INTERIM%20DIVIDEND) At the Board meeting held on August 25, 2025, the Board did not declare an interim dividend for the period - At the Board meeting held on August 25, 2025, the Board did not declare an interim dividend for the period[164](index=164&type=chunk) [SHARE OPTION SCHEME](index=34&type=section&id=SHARE%20OPTION%20SCHEME) The company's share option scheme expired on January 18, 2023, with no new options granted this period, and 280,000 employee options lapsed, reducing the total outstanding options - The company's share option scheme expired on January 18, 2023, and there are currently no other effective share option schemes[167](index=167&type=chunk) Share Option Movement Details | Grantee Category | Balance at January 1, 2025 | Lapsed during the period | Balance at June 30, 2025 | | :--- | :--- | :--- | :--- | | Directors | 2,400,000 | – | 2,400,000 | | Employees | 8,032,000 | (280,000) | 7,752,000 | | Service providers | 10,800,000 | – | 10,800,000 | | **Total** | **21,232,000** | **(280,000)** | **20,952,000** | [SHARE AWARD SCHEME](index=36&type=section&id=SHARE%20AWARD%20SCHEME) The company revised its share award scheme on March 1, 2024, to recognize and retain selected employees, with no award shares granted, vested, cancelled, or lapsed during the period - The company adopted a share award scheme on March 3, 2014, and revised it on March 1, 2024, to recognize and encourage selected employees' contributions and retain them for the Group's continued operations and development[172](index=172&type=chunk)[174](index=174&type=chunk) - No award shares were granted, vested, cancelled, or lapsed under the share award scheme during the period[178](index=178&type=chunk) [INTERESTS AND SHORT POSITIONS OF THE DIRECTORS AND CHIEF EXECUTIVES OF THE COMPANY IN THE SHARES, UNDERLYING SHARES AND DEBENTURES](index=37&type=section&id=INTERESTS%20AND%20SHORT%20POSITIONS%20OF%20THE%20DIRECTORS%20AND%20CHIEF%20EXECUTIVES%20OF%20THE%20COMPANY%20IN%20THE%20SHARES%2C%20UNDERLYING%20SHARES%20AND%20DEBENTURES) As of June 30, 2025, Mr. Poon Siu Lung held **75%** of the company's shares through a family trust, while Dr. Cheung Wah Keung and Mr. Chan Kai Ning held **0.10%** each through share options, with no short positions disclosed Directors' Long Positions in Shares | Director Name | Nature of Interest | Number of Ordinary Shares | Number of Underlying Shares Held via Share Options | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | | Mr. Poon Siu Lung | Other (through trust) | 900,000,000 | – | 75% | | Dr. Cheung Wah Keung | Beneficial owner | – | 1,200,000 | 0.10% | | Mr. Chan Kai Ning | Beneficial owner | – | 1,200,000 | 0.10% | [SUBSTANTIAL SHAREHOLDERS' INTERESTS AND SHORT POSITIONS](index=38&type=section&id=SUBSTANTIAL%20SHAREHOLDERS%27%20INTERESTS%20AND%20SHORT%20POSITIONS) As of June 30, 2025, substantial shareholders included Easy Star Holdings Limited, Marina Star Limited, and Genesis Trust & Corporate Services Ltd., each holding **75%** of the company's shares and linked to Mr. Poon Siu Lung's family trust, with no other substantial shareholders or short positions disclosed Substantial Shareholders' Long Positions in Shares | Name/Company Name | Capacity | Number of Shares | Approximate Percentage of Equity Interest | | :--- | :--- | :--- | :--- | | Easy Star Holdings Limited | Beneficial owner | 900,000,000 | 75% | | Marina Star Limited | Interest in controlled corporation | 900,000,000 | 75% | | Genesis Trust & Corporate Services Ltd. | Trustee | 900,000,000 | 75% | [CORPORATE GOVERNANCE PRACTICES](index=39&type=section&id=CORPORATE%20GOVERNANCE%20PRACTICES) The Group generally complies with the Corporate Governance Code, but the roles of Chairman and Chief Executive Officer are combined in Mr. Poon Siu Lung, deviating from Code Provision C.2.1, which the Board believes facilitates efficient decision-making and will be regularly reviewed - The Group has generally applied the principles and complied with the code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules, except for Code Provision C.2.1, where the roles of Chairman and Chief Executive Officer are combined in Mr. Poon Siu Lung[201](index=201&type=chunk)[202](index=202&type=chunk)[203](index=203&type=chunk) [MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS](index=39&type=section&id=MODEL%20CODE%20FOR%20SECURITIES%20TRANSACTIONS%20BY%20DIRECTORS) All Directors have confirmed their compliance with the Model Code for Securities Transactions by Directors of Listed Issuers throughout the period - Following specific inquiries, all Directors have confirmed their compliance with the provisions of the Model Code throughout the period[204](index=204&type=chunk) [CHANGES OF DIRECTORS' INFORMATION](index=40&type=section&id=CHANGES%20OF%20DIRECTORS%27%20INFORMATION) Effective July 1, 2025, Executive Director Mr. Ho Pak Yiu resigned, and Non-executive Director Ms. Lam Yuen Man was appointed as a member of the Nomination Committee - Effective July 1, 2025, Executive Director Mr. Ho Pak Yiu resigned, and Non-executive Director Ms. Lam Yuen Man was appointed as a member of the company's Nomination Committee[209](index=209&type=chunk) [PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S SHARES](index=40&type=section&id=PURCHASE%2C%20SALE%20OR%20REDEMPTION%20OF%20THE%20COMPANY%27S%20SHARES) During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any listed securities - During the period, neither the company nor any of its subsidiaries redeemed any of its listed securities, nor did the company or any of its subsidiaries purchase or sell any of the company's listed securities[211](index=211&type=chunk) [SUFFICIENCY OF PUBLIC FLOAT](index=40&type=section&id=SUFFICIENCY%20OF%20PUBLIC%20FLOAT) As of the date of this report, the company maintained a sufficient public float as required by the Listing Rules - Based on information available to the company and to the best of the Directors' knowledge, as of the date of this report, the company maintained a sufficient public float as required by the Listing Rules[212](index=212&type=chunk) [AUDIT COMMITTEE](index=40&type=section&id=AUDIT%20COMMITTEE) The Audit Committee, comprising three independent non-executive directors, reviews and oversees the Group's financial reporting and internal controls, and has reviewed and recommended the adoption of the unaudited consolidated interim financial statements for the period - The Audit Committee, comprising three independent non-executive directors including Dr. Cheung Wah Keung, Mr. Chan Kai Ning, and Mr. Man Yiu Kwong, reviews and oversees the Group's financial reporting process and internal control system[213](index=213&type=chunk) - The company's Audit Committee and management have reviewed the accounting principles and practices adopted by the Group, as well as the unaudited consolidated interim financial statements for the period, and recommended their adoption by the Board[214](index=214&type=chunk)[220](index=220&type=chunk)

[Company Information](index=3&type=section&id=公司資料) The Company's Board of Directors includes executive, non-executive, and independent non-executive directors, with Ma Ching Wai serving as Chairman and Chief Executive - The composition of the Audit, Remuneration, and Nomination Committees is specified, ensuring a sound corporate governance structure[4](index=4&type=chunk)[5](index=5&type=chunk) - The Company Secretary is Ma Ching Man, the auditor is **PricewaterhouseCoopers**, and key bankers and legal advisors are listed[6](index=6&type=chunk)[7](index=7&type=chunk) [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=簡明綜合財務狀況表) Total assets decreased by 1.72% to HKD 11,335,048 thousand, primarily due to a reduction in non-current assets, while total equity decreased by 2.59% Condensed Consolidated Statement of Financial Position Summary (HKD thousands) | Metric | June 30, 2025 | December 31, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **ASSETS** | | | | | | Non-current assets | 11,043,722 | 11,265,078 | (221,356) | -1.96% | | Current assets | 291,326 | 268,023 | 23,303 | 8.70% | | **Total assets** | **11,335,048** | **11,533,101** | **(198,053)** | **-1.72%** | | **EQUITY** | | | | | | Equity attributable to owners of the Company | 8,045,113 | 8,261,890 | (216,777) | -2.62% | | Non-controlling interests | 274,909 | 279,356 | (4,447) | -1.59% | | **Total equity** | **8,320,022** | **8,541,246** | **(221,224)** | **-2.59%** | | **LIABILITIES** | | | | | | Non-current liabilities | 2,748,056 | 2,348,768 | 399,288 | 17.00% | | Current liabilities | 266,970 | 643,087 | (376,117) | -58.49% | | **Total liabilities** | **3,015,026** | **2,991,855** | **23,171** | **0.77%** | | **Total equity and liabilities** | **11,335,048** | **11,533,101** | **(198,053)** | **-1.72%** | - As of June 30, 2025, total assets decreased by **1.72%** to **HKD 11,335,048 thousand** from December 31, 2024, primarily due to a reduction in non-current assets[8](index=8&type=chunk)[10](index=10&type=chunk) - Total equity decreased by **2.59%** to **HKD 8,320,022 thousand**, while total liabilities slightly increased by **0.77%** to **HKD 3,015,026 thousand**, with non-current liabilities significantly increasing by **17.00%** and current liabilities sharply decreasing by **58.49%**[8](index=8&type=chunk)[10](index=10&type=chunk) [Condensed Consolidated Statement of Profit or Loss](index=6&type=section&id=簡明綜合損益表) Revenue for the period decreased by 2.34%, while gross profit increased by 8.38%, but fair value loss on investment properties led to a significant increase in operating loss Condensed Consolidated Statement of Profit or Loss Summary (HKD thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 234,971 | 240,589 | (5,618) | -2.34% | | Cost of sales | (84,229) | (101,499) | 17,270 | -17.02% | | Gross profit | 150,742 | 139,090 | 11,652 | 8.38% | | Fair value loss on investment properties | (198,561) | (129,824) | (68,737) | 52.95% | | Other (losses) / gains, net | (3,357) | 1,047 | (4,404) | -420.63% | | Administrative expenses | (92,083) | (79,560) | (12,523) | 15.74% | | Operating loss | (143,259) | (69,247) | (74,000) | 106.86% | | Finance income | 1,118 | 1,395 | (277) | -19.86% | | Finance costs | (61,143) | (77,114) | 15,971 | -20.71% | | Net finance costs | (60,025) | (75,719) | 15,694 | -20.73% | | Loss before income tax | (203,284) | (144,966) | (58,318) | 40.23% | | Income tax expense | (1,247) | (17,601) | 16,354 | -92.91% | | **Loss for the period** | **(204,531)** | **(162,567)** | **(41,964)** | **25.81%** | | Loss attributable to owners of the Company | (202,062) | (158,181) | (43,881) | 27.74% | | Loss per share (basic and diluted) | HKD (0.70) | HKD (0.55) | (0.15) | 27.27% | - Revenue for the period decreased by **2.34%** year-on-year to **HKD 234,971 thousand**, while cost of sales decreased by **17.02%**, leading to an **8.38%** increase in gross profit[12](index=12&type=chunk) - Fair value loss on investment properties significantly increased by **52.95%** to **HKD 198,561 thousand**, which was the primary reason for the **106.86%** year-on-year expansion of operating loss to **HKD 143,259 thousand**[12](index=12&type=chunk) - Net finance costs decreased by **20.73%** year-on-year to **HKD 60,025 thousand**, but loss for the period still expanded by **25.81%** to **HKD 204,531 thousand**, with loss per share increasing to **HKD 0.70**[12](index=12&type=chunk) [Condensed Consolidated Statement of Comprehensive Income](index=7&type=section&id=簡明綜合全面收益表) Total comprehensive loss for the period expanded by 25.22% to HKD 205,177 thousand, primarily due to the increased loss for the period Condensed Consolidated Statement of Comprehensive Income Summary (HKD thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Loss for the period | (204,531) | (162,567) | (41,964) | 25.81% | | Other comprehensive income | | | | | | Fair value changes of financial assets at fair value through other comprehensive income | (646) | (1,276) | 630 | -49.37% | | Currency translation differences | – | (9) | 9 | -100.00% | | Other comprehensive income for the period | (646) | (1,285) | 639 | -49.73% | | **Total comprehensive income for the period** | **(205,177)** | **(163,852)** | **(41,325)** | **25.22%** | | Total comprehensive income attributable to owners of the Company | (202,394) | (158,896) | (43,498) | 27.38% | | Total comprehensive income attributable to non-controlling interests | (2,783) | (4,956) | 2,173 | -43.85% | - Total comprehensive loss for the period was **HKD 205,177 thousand**, an increase of **25.22%** from the prior year, primarily due to the increased loss for the period[14](index=14&type=chunk) - Fair value changes of financial assets at fair value through other comprehensive income decreased by **49.37%** year-on-year to a loss of **HKD 646 thousand**, with no currency translation differences in the current period compared to the prior year[14](index=14&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=8&type=section&id=簡明綜合現金流量表) Net cash generated from operating activities increased by 4.56%, while investing activities turned into a net inflow, leading to a significant improvement in cash and cash equivalents Condensed Consolidated Statement of Cash Flows Summary (HKD thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net cash generated from operating activities | 75,834 | 72,526 | 3,308 | 4.56% | | Net cash generated from / (used in) investing activities | 295 | (6,236) | 6,531 | -104.73% | | Net cash used in financing activities | (53,055) | (78,622) | 25,567 | -32.52% | | Net increase / (decrease) in cash and cash equivalents | 23,074 | (12,332) | 35,406 | -287.11% | | Cash and cash equivalents at end of period | 146,512 | 96,023 | 50,489 | 52.58% | - Net cash generated from operating activities increased by **4.56%** year-on-year to **HKD 75,834 thousand**[16](index=16&type=chunk) - Investing activities shifted from a net cash outflow last year to a net cash inflow of **HKD 295 thousand** this period, mainly due to reduced expenditure on property, plant and equipment and investment properties[16](index=16&type=chunk) - Net cash used in financing activities decreased by **32.52%** year-on-year to **HKD 53,055 thousand**, primarily benefiting from changes in net bank loan borrowings and repayments, and reduced interest expenses[16](index=16&type=chunk) - Cash and cash equivalents at the end of the period significantly increased by **52.58%** to **HKD 146,512 thousand**, indicating a notable improvement in liquidity[16](index=16&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=9&type=section&id=簡明綜合權益變動表) Total equity decreased to HKD 8,320,022 thousand as of June 30, 2025, primarily due to the loss for the period and dividends paid Condensed Consolidated Statement of Changes in Equity Summary (HKD thousands) | Metric | June 30, 2025 | January 1, 2024 | June 30, 2024 | | :--- | :--- | :--- | :--- | | At beginning of period/year | 8,541,246 | 8,912,700 | 8,912,700 | | Loss for the period | (204,531) | (162,567) | (162,567) | | Other comprehensive income | (646) | (1,285) | (1,285) | | Dividends paid | (16,047) | (20,056) | (20,056) | | **At end of period/year** | **8,320,022** | **8,728,792** | **8,728,792** | - As of June 30, 2025, total equity was **HKD 8,320,022 thousand**, a decrease from **HKD 8,541,246 thousand** as of January 1, 2025, primarily due to the loss for the period and dividends paid[18](index=18&type=chunk) - Retained profits attributable to owners of the Company decreased from **HKD 7,073,831 thousand** as of January 1, 2025, to **HKD 6,857,386 thousand** as of June 30, 2025[18](index=18&type=chunk) [Notes to the Condensed Consolidated Interim Financial Information](index=10&type=section&id=簡明綜合中期財務資料附註) This section provides detailed notes on the Group's financial information, covering general matters, accounting policies, risk management, key estimates, segment data, and specific financial statement items [1. General Information](index=10&type=section&id=一、%20一般事項) The Group's principal activities include property investment, leasing, development, management, and agency services, as well as hotel and catering operations - The Group's principal activities include property investment, leasing, development, management, and agency services, as well as hotel and catering operations[21](index=21&type=chunk) - The Company's shares are listed on The Stock Exchange of Hong Kong, with its registered office in Wong Chuk Hang, Hong Kong[21](index=21&type=chunk) - The condensed consolidated interim financial information was approved by the Board on **August 27, 2025**, presented in HKD, and annual financial statements were filed under the Hong Kong Companies Ordinance with an unqualified auditor's report[21](index=21&type=chunk) [2. Summary of Significant Accounting Policies](index=11&type=section&id=二、%20會計政策之概要) The condensed consolidated interim financial information is prepared under the historical cost convention, adhering to HKAS 34, with no material impact from the adoption of HKAS 21 (Revised) - Financial information is prepared under the historical cost convention, except for investment properties, financial assets at fair value through other comprehensive income, and derivative financial instruments, which are measured at fair value[22](index=22&type=chunk) - Preparation is in accordance with Hong Kong Accounting Standard **34 'Interim Financial Reporting'** issued by the Hong Kong Institute of Certified Public Accountants[22](index=22&type=chunk) - The Group adopted HKAS **21 (Revised) 'Lack of Exchangeability'** during the period, which had no material impact on its results or financial position[22](index=22&type=chunk) [3. Financial Risk Management](index=12&type=section&id=三、%20財務風險管理) The Group faces various financial risks, including foreign currency, credit, liquidity, interest rate, and price risks, with no significant changes in risk management policies since last year-end - The Group's operations are exposed to foreign currency risk, credit risk, liquidity risk, interest rate risk, and price risk[23](index=23&type=chunk) - There have been no significant changes to risk management policies since the end of last year[24](index=24&type=chunk) - Fair value measurement of financial instruments uses a three-level disclosure hierarchy, with financial assets at fair value through other comprehensive income classified as Level 1 and derivative financial instruments as Level 2[24](index=24&type=chunk)[25](index=25&type=chunk) - For the six months ended June 30, 2025, there were no transfers between different levels of the fair value hierarchy for the Group's financial assets and liabilities[25](index=25&type=chunk) [4. Critical Accounting Estimates and Judgements](index=14&type=section&id=四、%20關鍵會計估算及判斷) Accounting estimates and judgments are continuously evaluated based on historical experience and expectations of future events, with no significant changes compared to the 2024 annual report - Accounting estimates and judgments are continuously evaluated based on historical experience and expectations of future events[27](index=27&type=chunk) - Compared to the 2024 annual report, there were no significant changes in the estimates and assumptions used in preparing the condensed consolidated interim financial information for the current period[27](index=27&type=chunk) [5. Revenue and Segment Information](index=14&type=section&id=五、%20收入及分部資料) The Group's revenue primarily stems from property leasing, property-related services, and hotel and catering operations, with total revenue decreasing by 2.34% due to a significant decline in US segment revenue Revenue Recognized During the Period (HKD thousands) | Revenue Source | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Property leasing - investment properties | 158,229 | 164,119 | (5,890) | -3.59% | | Property leasing - properties held for sale | 13,257 | 13,791 | (534) | -3.87% | | Property related services | 14,653 | 14,710 | (57) | -0.39% | | Hotel operations | 39,799 | 39,587 | 212 | 0.54% | | Catering operations | 9,033 | 8,382 | 651 | 7.77% | | **Total revenue** | **234,971** | **240,589** | **(5,618)** | **-2.34%** | - The Group's operating segments are Hong Kong and the United States, with the executive directors of the Company serving as the chief operating decision makers[29](index=29&type=chunk) Segment Total Revenue (HKD thousands) | Segment | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 210,026 | 209,746 | 280 | 0.13% | | United States | 24,945 | 30,843 | (5,898) | -19.12% | | **Total** | **234,971** | **240,589** | **(5,618)** | **-2.34%** | - Hong Kong segment revenue slightly increased by **0.13%**, while US segment revenue significantly decreased by **19.12%**, leading to a reduction in total revenue[31](index=31&type=chunk)[33](index=33&type=chunk) [6. Property, Plant and Equipment and Investment Properties](index=20&type=section&id=六、%20物業、機器及設備及投資物業) As of June 30, 2025, property, plant and equipment had a net carrying amount of HKD 1,931,908 thousand, and investment properties were valued at HKD 9,095,152 thousand, with a fair value loss of HKD 198,561 thousand recorded during the period Property, Plant and Equipment and Investment Properties Carrying Amount/Valuation (HKD thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Property, plant and equipment | 1,931,908 | 1,952,774 | | Investment properties | 9,095,152 | 9,294,986 | | **Total** | **11,027,060** | **11,247,760** | - Fair value loss on investment properties for the period was **HKD 198,561 thousand**, resulting in a decrease in investment property valuation[35](index=35&type=chunk) - All of the Group's investment properties measured at fair value are classified as Level 3 within the fair value hierarchy, with valuations performed by independent qualified valuers[36](index=36&type=chunk) - Valuation techniques primarily include the income capitalization approach (for completed properties), direct comparison approach (for certain car parks), and residual method (for properties under development), with no changes in valuation techniques during the period[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) [7. Trade and Other Receivables](index=22&type=section&id=七、%20應收賬款及預付款項) As of June 30, 2025, trade receivables, net, increased to HKD 2,716 thousand from HKD 1,817 thousand as of December 31, 2024, primarily consisting of rental and management fees with a 30-day credit period Trade Receivables, Net (HKD thousands) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0 to 30 days | 2,071 | 1,450 | | 31 to 60 days | 215 | 367 | | 61 to 90 days | 257 | – | | Over 90 days | 173 | – | | **Total** | **2,716** | **1,817** | - Trade receivables, net, increased from **HKD 1,817 thousand** as of December 31, 2024, to **HKD 2,716 thousand** as of June 30, 2025[39](index=39&type=chunk) - Trade receivables primarily consist of rental and management fees, with a **30-day** credit period for management fee receivables[39](index=39&type=chunk) [8. Share Capital](index=22&type=section&id=八、%20股本) As of June 30, 2025, the Company's issued and fully paid ordinary shares totaled 287,670 thousand, with share capital of HKD 417,321 thousand, remaining unchanged from December 31, 2024 Ordinary Shares Issued and Fully Paid | Metric | Number of shares (thousands) | Share capital (HKD thousands) | | :--- | :--- | :--- | | June 30, 2025 | 287,670 | 417,321 | | December 31, 2024 | 287,670 | 417,321 | - The number of ordinary shares issued and fully paid and the share capital of the Company remained stable and unchanged during the reporting period[40](index=40&type=chunk) [9. Long-term Bank Loans - Secured](index=23&type=section&id=九、%20長期銀行貸款－有抵押) Total long-term bank loans increased to HKD 2,603,640 thousand as of June 30, 2025, with the portion repayable within one year significantly reduced, and these loans are secured by properties and rental income in the US and Hong Kong Long-term Bank Loans - Secured (HKD thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Bank loans - repayable within five years | 2,603,640 | 2,479,744 | | Portion repayable within one year classified as current liabilities | (87,077) | (360,540) | | **Long-term bank loans** | **2,516,563** | **2,119,204** | - Total long-term bank loans increased from **HKD 2,479,744 thousand** as of December 31, 2024, to **HKD 2,603,640 thousand** as of June 30, 2025[41](index=41&type=chunk) - The portion of long-term bank loans repayable within one year significantly decreased from **HKD 360,540 thousand** to **HKD 87,077 thousand**[41](index=41&type=chunk) - Long-term bank loans are secured by property, plant and equipment, investment properties, and their rental income located in the US and Hong Kong, with a total carrying amount of **HKD 7,686,162 thousand**[41](index=41&type=chunk) [10. Deferred Income Tax Liabilities](index=24&type=section&id=十、%20遞延所得稅項負債) Net deferred income tax liabilities slightly decreased to HKD 227,524 thousand as of June 30, 2025, with a credit of HKD 1,665 thousand to profit or loss during the period Movement in Net Deferred Income Tax Liabilities (HKD thousands) | Metric | June 30, 2025 | June 30, 2024 | December 31, 2024 | | :--- | :--- | :--- | :--- | | Beginning of period/year | 229,189 | 252,081 | 252,081 | | (Credited) / charged to profit or loss | (1,665) | 16,047 | (22,892) | | **End of period/year** | **227,524** | **268,128** | **229,189** | - Net deferred income tax liabilities slightly decreased from **HKD 229,189 thousand** as of December 31, 2024, to **HKD 227,524 thousand** as of June 30, 2025[43](index=43&type=chunk) - Deferred income tax of **HKD 1,665 thousand** was credited to profit or loss this period, compared to a charge of **HKD 16,047 thousand** in the prior period[43](index=43&type=chunk) [11. Derivative Financial Instruments](index=24&type=section&id=十一、衍生性金融工具) As of June 30, 2025, the Group held interest rate swap contract liabilities of HKD 3,705 thousand, which generated a net fair value loss of HKD 3,973 thousand during the period Derivative Financial Instruments Liabilities (HKD thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Interest rate swap contracts | 3,705 | – | - As of June 30, 2025, the Group held interest rate swap contract liabilities of **HKD 3,705 thousand**, with a notional principal amount of **HKD 200,000,000**[45](index=45&type=chunk) - During the period, interest rate swap contracts generated a net fair value loss of **HKD 3,973 thousand**, which was recognized and charged to profit or loss[45](index=45&type=chunk) [12. Trade and Other Payables](index=25&type=section&id=十二、應付賬款及應計費用) Trade payables decreased to HKD 7,079 thousand as of June 30, 2025, with the majority due within 30 days Aging Analysis of Trade Payables (HKD thousands) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0 to 30 days | 6,327 | 8,362 | | 31 to 60 days | 403 | 179 | | 61 to 90 days | 349 | 15 | | Over 90 days | – | 16 | | **Total** | **7,079** | **8,572** | - Trade payables decreased from **HKD 8,572 thousand** as of December 31, 2024, to **HKD 7,079 thousand** as of June 30, 2025[46](index=46&type=chunk) - The majority of trade payables (**HKD 6,327 thousand**) are due within **0 to 30 days**[46](index=46&type=chunk) [13. Short-term Bank Loans](index=25&type=section&id=十三、短期銀行貸款) Short-term bank loans significantly decreased to HKD 54,700 thousand as of June 30, 2025, and are secured by certain investment properties and property, plant and equipment in Hong Kong Short-term Bank Loans (HKD thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Short-term bank loans - secured | 54,700 | 150,000 | - Short-term bank loans significantly decreased from **HKD 150,000 thousand** as of December 31, 2024, to **HKD 54,700 thousand** as of June 30, 2025[47](index=47&type=chunk) - These loans are secured by certain investment properties, property, plant and equipment, and their rental income located in Hong Kong[47](index=47&type=chunk) [14. Costs and Expenses](index=26&type=section&id=十四、成本及費用) Total cost of sales and administrative expenses decreased by 2.62% to HKD 176,312 thousand for the six months ended June 30, 2025, driven by reduced investment property-related expenses Key Costs and Expenses (HKD thousands) | Expense Category | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Depreciation | 21,998 | 22,997 | (999) | -4.34% | | Amortization of capitalized leasing costs | 1,890 | 2,320 | (430) | -18.53% | | Impairment allowance for trade receivables | – | 102 | (102) | -100.00% | | Expenses related to investment properties | 29,936 | 34,045 | (4,109) | -12.07% | | Expenses related to hotel and catering operations | 36,145 | 35,098 | 1,047 | 2.98% | | Other employee benefits expenses | 41,235 | 40,344 | 891 | 2.21% | | **Total cost of sales and administrative expenses** | **176,312** | **181,059** | **(4,747)** | **-2.62%** | - Total cost of sales and administrative expenses decreased by **2.62%** year-on-year to **HKD 176,312 thousand**[48](index=48&type=chunk) - Expenses related to investment properties significantly decreased by **12.07%**, while expenses related to hotel and catering operations slightly increased[48](index=48&type=chunk) [15. Other (Losses) / Gains, Net](index=27&type=section&id=十五、其他（虧損）╱盈利淨額) The Group recorded other losses, net, of HKD 3,357 thousand for the six months ended June 30, 2025, a significant deterioration from the prior period's gain, primarily due to derivative financial instrument losses Other (Losses) / Gains, Net (HKD thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Dividend income | 652 | 670 | (18) | -2.69% | | Realized and unrealized losses, net, on derivative financial instruments | (3,973) | – | (3,973) | -100.00% | | (Loss) / gain, net, on disposal of property, plant and equipment | (36) | 377 | (413) | -109.55% | | **Total** | **(3,357)** | **1,047** | **(4,404)** | **-420.63%** | - Other losses, net, for the period amounted to **HKD 3,357 thousand**, a significant deterioration from the prior period's gain of **HKD 1,047 thousand**[50](index=50&type=chunk) - The primary reason was a net realized and unrealized loss of **HKD 3,973 thousand** on derivative financial instruments, which was absent in the prior period[50](index=50&type=chunk) [16. Finance Income and Costs](index=27&type=section&id=十六、財務收益及成本) Net finance costs significantly decreased by 20.73% to HKD 60,025 thousand for the six months ended June 30, 2025, primarily due to a substantial reduction in interest expense on bank loans Finance Income and Costs (HKD thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Interest income from bank deposits | 1,118 | 1,395 | (277) | -19.86% | | Interest expense on bank loans | (61,143) | (77,114) | 15,971 | -20.71% | | **Net finance costs** | **(60,025)** | **(75,719)** | **15,694** | **-20.73%** | - Net finance costs decreased by **20.73%** year-on-year to **HKD 60,025 thousand**[51](index=51&type=chunk) - Interest expense on bank loans significantly decreased by **20.71%** to **HKD 61,143 thousand**, which was the main reason for the reduction in net finance costs[51](index=51&type=chunk) [17. Income Tax Expense](index=28&type=section&id=十七、所得稅費用) Total income tax expense significantly decreased by 92.91% to HKD 1,247 thousand for the six months ended June 30, 2025, primarily due to a deferred income tax credit for the US segment Income Tax Expense (HKD thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Current income tax - Hong Kong profits tax | (2,894) | (1,541) | (1,353) | 87.80% | | Current income tax - US tax | (18) | (13) | (5) | 38.46% | | Deferred income tax - Hong Kong | (1,248) | (1,698) | 450 | -26.50% | | Deferred income tax - US | 2,913 | (14,349) | 17,262 | -120.30% | | **Total income tax expense** | **(1,247)** | **(17,601)** | **16,354** | **-92.91%** | - Total income tax expense significantly decreased by **92.91%** year-on-year to **HKD 1,247 thousand**[53](index=53&type=chunk) - Deferred income tax for the US segment shifted from a charge of **HKD 14,349 thousand** last year to a credit of **HKD 2,913 thousand** this period, which was the main reason for the significant decrease in total income tax expense[53](index=53&type=chunk) - Hong Kong profits tax is calculated at a rate of **16.5%**, and overseas subsidiaries had no estimated assessable profits for the period (except for US minimum state tax)[52](index=52&type=chunk) [18. Loss Per Share](index=28&type=section&id=十八、每股虧損) Basic and diluted loss per share expanded to HKD 0.70 for the six months ended June 30, 2025, an increase of 27.27% from the prior period Loss Per Share | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Loss attributable to owners of the Company (HKD thousands) | 202,062 | 158,181 | 43,881 | 27.74% | | Number of ordinary shares in issue (thousands) | 287,670 | 287,670 | 0 | 0.00% | | **Loss per share (basic and diluted)** | **HKD (0.70)** | **HKD (0.55)** | **(0.15)** | **27.27%** | - Basic and diluted loss per share expanded from **HKD 0.55** in the prior period to **HKD 0.70**, an increase of **27.27%**[54](index=54&type=chunk) - As there were no potentially dilutive ordinary shares during the period, diluted loss per share was equal to basic loss per share[54](index=54&type=chunk) [19. Dividends](index=29&type=section&id=十九、股息) The Board has declared an interim dividend of HK 3 cents per ordinary share for the year ending December 31, 2025, a 25% decrease from the prior period, payable on September 29, 2025 Interim Dividends (HKD thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD cents) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Interim dividend declared per ordinary share | HK 3 cents | HK 4 cents | (1 cent) | -25.00% | | Total amount | 8,630 | 11,507 | (2,877) | -25.00% | - The Board has declared an interim dividend of **HK 3 cents** per ordinary share, a **25%** decrease from **HK 4 cents** in the prior period[57](index=57&type=chunk) - The dividend will be paid on **September 29, 2025**, to shareholders registered on the Company's register of members as of the close of business on **September 12, 2025**[57](index=57&type=chunk) [20. Capital Commitments](index=29&type=section&id=二十、資本承擔) Total capital commitments contracted but not provided for increased to HKD 15,045 thousand as of June 30, 2025, primarily involving investment properties and property, plant and equipment Capital Commitments (HKD thousands) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Investment properties | 15,015 | 12,818 | | Property, plant and equipment | 30 | 773 | | **Total** | **15,045** | **13,591** | - Total capital commitments contracted but not provided for increased from **HKD 13,591 thousand** as of December 31, 2024, to **HKD 15,045 thousand** as of June 30, 2025[58](index=58&type=chunk) - Major commitments involve investment properties (**HKD 15,015 thousand**) and property, plant and equipment (**HKD 30 thousand**)[58](index=58&type=chunk) [21. Related Party Transactions](index=30&type=section&id=二十一、%20關連人士交易) During the period, the Group engaged in property leasing and property-related services transactions with related parties, generating revenues of HKD 865 thousand and HKD 256 thousand respectively, while key management personnel compensation slightly increased Related Party Transactions (HKD thousands) | Transaction Type | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | Property leasing income | 865 | 839 | | Property related services income | 256 | 282 | | Purchase of motor vehicles from related parties | – | 1,200 | | Key management personnel compensation | 20,122 | 19,574 | - Property leasing income from related parties slightly increased year-on-year, while property related services income slightly decreased[59](index=59&type=chunk) - No motor vehicles were purchased from related parties this period, compared to **HKD 1,200 thousand** in the prior period[59](index=59&type=chunk) - Key management personnel compensation increased from **HKD 19,574 thousand** in the prior period to **HKD 20,122 thousand** this period[59](index=59&type=chunk) [Review Report on Interim Financial Information](index=31&type=section&id=中期財務資料之審閱報告) PricewaterhouseCoopers has reviewed the interim financial information in accordance with HKSA 2410, concluding no material misstatements were found - **PricewaterhouseCoopers** has reviewed the interim financial information in accordance with Hong Kong Standard on Review Engagements **2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'**[60](index=60&type=chunk)[61](index=61&type=chunk) - A review is less in scope than an audit, and therefore no audit opinion is expressed[61](index=61&type=chunk) - The review concluded that nothing has come to the auditor's attention that causes them to believe the Group's interim financial information is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard **34 'Interim Financial Reporting'**[62](index=62&type=chunk) [Chairman's Statement](index=32&type=section&id=主席報告書) This statement provides an overview of the Group's performance, dividend declaration, and outlook, highlighting key financial results and strategic considerations [Results](index=32&type=section&id=業績) The Group's total revenue decreased by 2.3% for the period ended June 30, 2025, resulting in a consolidated loss of HKD 204.5 million, primarily due to fair value loss on investment properties Key Performance Indicators (HKD millions) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total revenue | 235.0 | 240.6 | (5.6) | -2.3% | | Consolidated loss | (204.5) | (162.6) | (41.9) | 25.77% | | Loss per share | HKD (0.70) | HKD (0.55) | (0.15) | 27.27% | | Fair value loss on investment properties (after US deferred income tax) | (195.6) | (144.2) | (51.4) | 35.64% | | EBITDA (excluding fair value loss) | 78.4 | 85.0 | (6.6) | -7.76% | | Underlying loss (excluding fair value loss) | (8.9) | (18.4) | 9.5 | -51.63% | - Total revenue decreased by **2.3%**, primarily due to lower US business leasing income, though hotel and catering revenue slightly increased by **1.8%**[64](index=64&type=chunk) - Consolidated loss expanded to **HKD 204.5 million**, mainly impacted by a **HKD 195.6 million** fair value loss on investment properties (after US deferred income tax)[64](index=64&type=chunk) - Excluding the impact of fair value loss on investment properties, underlying loss decreased by **HKD 9.5 million**, primarily due to reduced interest expenses from lower interest rates[65](index=65&type=chunk) [Dividends](index=32&type=section&id=股息) The Board has declared an interim dividend of HK 3 cents per ordinary share, a decrease from HK 4 cents in the prior period - The Board has declared an interim dividend of **HK 3 cents** per ordinary share, a decrease from **HK 4 cents** as of June 30, 2024[66](index=66&type=chunk) [Outlook](index=33&type=section&id=展望) The global economic and political environment remains unpredictable, but Hong Kong's property market is expected to stabilize and recover due to interest rate cuts and talent attraction initiatives - The global economic and political environment remains highly unpredictable, with clearer outcomes anticipated after the US tariff policy meeting[67](index=67&type=chunk) - Hong Kong benefits from significant interest rate cuts and government initiatives to attract companies, capital investors, and talent, leading to a surge in residential leasing demand and positive impacts on the property market[67](index=67&type=chunk) - Hong Kong is expected to experience economic recovery and bright future prospects, and the Group will maintain a cautious approach and prudent policies[67](index=67&type=chunk)[68](index=68&type=chunk) [Management Discussion and Analysis](index=34&type=section&id=管理層討論與分析) This section provides an in-depth review of the Group's business performance, financial position, capital structure, risk management, and future plans [Business Review](index=34&type=section&id=業務回顧) Hong Kong's gross rental income slightly decreased, with residential property leasing rebounding but offset by declines in industrial and commercial properties, while US Montgomery Plaza's gross rental income significantly decreased due to lower office occupancy - Hong Kong's gross rental income slightly decreased by **0.4%** to **HKD 146.5 million**, with residential property leasing income rebounding but offset by declines in industrial and commercial property income[70](index=70&type=chunk) - Hong Kong hotel room and catering revenue increased by **1.8%** to **HKD 48.8 million**, with The Agora and The Figo hotels achieving average occupancy rates of **83.1%** and **93.5%** respectively, though average daily room rates declined[70](index=70&type=chunk) - US Montgomery Plaza's gross rental income decreased by **19.2%** to **HKD 24.9 million**, office occupancy rates fell from **65%** to **45%**, and San Francisco Financial District rents and occupancy continued to decline[71](index=71&type=chunk) [Liquidity and Financial Resources](index=34&type=section&id=流動性及財務資源) As of June 30, 2025, the Group's total bank borrowings increased to HKD 2,658.3 million, with the net gearing ratio rising to 32.0%, while maintaining a sound financial position with sufficient committed bank facilities Liquidity and Financial Resources Indicators (HKD millions) | Metric | June 30, 2025 | December 31, 2024 | Change (HKD millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total bank borrowings | 2,658.3 | 2,629.7 | 28.6 | 1.09% | | Total equity | 8,320.0 | 8,541.2 | (221.2) | -2.59% | | Net gearing ratio (total liabilities to equity ratio) | 32.0% | 30.8% | 1.2% | 3.90% | - Total bank borrowings increased by **1.09%** to **HKD 2,658.3 million**, and the net gearing ratio rose to **32.0%**[72](index=72&type=chunk) - The Group has sufficient committed bank facilities to meet current and future funding requirements, maintaining a sound financial position[72](index=72&type=chunk) [Capital Expenditure](index=35&type=section&id=資本性開支) Capital expenditure for the period significantly decreased to HKD 1.3 million, while capital commitments increased to HKD 15.0 million, primarily related to property, plant and equipment, property improvements, and construction works Capital Expenditure and Commitments (HKD millions) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | Capital expenditure | 1.3 | 10.6 | | Capital commitments (end of period) | 15.0 | 13.6 | - Capital expenditure for the period significantly decreased to **HKD 1.3 million**, while capital commitments increased to **HKD 15.0 million**[73](index=73&type=chunk) - Capital expenditure and commitments are primarily related to additions to property, plant and equipment, property improvements, and construction works, expected to be funded by future operating income, bank borrowings, and other financing channels[73](index=73&type=chunk) [Group Capital Structure](index=35&type=section&id=本集團資本結構) The Group's capital structure remained largely unchanged compared to the previous annual report - The Group's capital structure remained largely unchanged from the previous annual report[74](index=74&type=chunk) [Financial Policies and Objectives](index=35&type=section&id=財務政策及目標) The Group's financial policies aim to enhance financial operations management, reduce borrowing costs, maintain adequate cash and cash equivalents, and optimize resource utilization, with regular reviews to ensure effectiveness - Financial policies aim to enhance financial operations management, reduce borrowing costs, and maintain adequate levels of cash and cash equivalents[75](index=75&type=chunk) - The Group regularly reviews and evaluates its financial policies to ensure their adequacy and effectiveness[75](index=75&type=chunk) [Foreign Currency Exchange Risk](index=35&type=section&id=外幣匯兌風險) The Group's loans and cash are primarily denominated in HKD and USD, with principal and interest repaid in their respective currencies, thus posing no significant foreign exchange fluctuation risk, and no hedging activities were undertaken as of June 30, 2025 - The Group's loans and cash are primarily denominated in HKD and USD, with principal and interest repaid in their respective loan currencies, thus posing no significant foreign exchange fluctuation risk[76](index=76&type=chunk) - As of June 30, 2025, the Group had no foreign currency hedging activities[77](index=77&type=chunk) [Secured Bank Borrowings and Pledged Assets](index=36&type=section&id=抵押銀行借貸及資產抵押) Total secured bank borrowings amounted to HKD 2,658.3 million, collateralized by investment properties and land and buildings with a total carrying amount of HKD 7,686.2 million, along with their rental income - Total secured bank borrowings amounted to **HKD 2,658.3 million**, collateralized by investment properties and land and buildings with a total carrying amount of **HKD 7,686.2 million**, along with their rental income[78](index=78&type=chunk) - In **April 2025**, the Group entered into an interest rate swap contract with a notional principal value of **HKD 200 million** and a fixed interest rate of **3.06%** to stabilize funding costs[78](index=78&type=chunk) Long-term Bank Loan Maturity Schedule (HKD thousands) | Period | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within one year | 87,077 | 360,540 | | In the second year | 1,853,478 | 1,834,951 | | In the third to fifth years | 663,085 | 284,253 | | **Total** | **2,603,640** | **2,479,744** | [Contingent Liabilities](index=36&type=section&id=或然負債) As of June 30, 2025, the Group had no significant contingent liabilities or guarantees - As of June 30, 2025, the Group had no significant contingent liabilities or guarantees[80](index=80&type=chunk) [Segment Information](index=36&type=section&id=分部資料) Details of the Group's segment information are provided in Note 5(d) to the condensed consolidated interim financial information - Details of the Group's segment information are provided in Note 5(d) to the condensed consolidated interim financial information[81](index=81&type=chunk) [Employees and Remuneration Policy](index=37&type=section&id=僱員及薪酬政策) As of June 30, 2025, the Group employed 265 full-time employees, who receive competitive remuneration based on performance and experience, with annual reviews for promotions and salaries Number of Employees | Metric | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Total number of full-time employees (including directors of the Company) | 265 | 257 | - The Group's employees receive competitive remuneration, determined by performance and experience, with annual reviews for promotions and salaries[82](index=82&type=chunk) - Directors' remuneration is recommended by the Remuneration Committee to the Board, based on operating results, individual duties and performance, and market data[82](index=82&type=chunk) - The Company has not adopted any share option scheme as an incentive for directors and eligible employees[83](index=83&type=chunk) [Material Investments, Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=37&type=section&id=持有重大投資，重大收購及出售附屬公司、聯營公司及合營企業) During the period, the Group held no material investments, nor were there any material acquisitions or disposals of subsidiaries, associates, or joint ventures - During the period, the Group held no material investments, nor were there any material acquisitions or disposals of subsidiaries, associates, or joint ventures[84](index=84&type=chunk) [Future Plans for Material Investments and Capital Assets](index=37&type=section&id=重大投資及資本性資產之未來計劃) The Group will continue to enhance and modernize its real estate portfolio, closely monitoring economic developments and regularly reviewing business plans for material investments and capital assets - The Group will continue its efforts to enhance and modernize its real estate portfolio[85](index=85&type=chunk) - The Group will closely monitor economic developments and regularly review business plans for material investments and capital assets[85](index=85&type=chunk) [Interim Dividend and Closure of Register of Members](index=38&type=section&id=中期股息及記錄日) The Board resolved to declare an interim dividend of HK 3 cents per ordinary share, payable on September 29, 2025, to shareholders registered as of September 12, 2025 - The Board resolved to declare an interim dividend of **HK 3 cents** per ordinary share (2024: **HK 4 cents**)[86](index=86&type=chunk) - The dividend will be paid on **September 29, 2025**, to shareholders registered on the Company's register of members at the close of business on **September 12, 2025**[86](index=86&type=chunk) [Directors' and Chief Executive's Interests in Shares](index=38&type=section&id=董事及行政總裁之股份權益) As of June 30, 2025, Mr. Ma Ching Wai, Chairman and Chief Executive, held 57.2688% of the Company's total shares, primarily through corporate interests Directors' and Chief Executive's Holdings of Ordinary Shares as at June 30, 2025 | Director | Personal Interest (shares) | Corporate Interest (shares) | Total (shares) | Percentage (%) | | :--- | :--- | :--- | :--- | :--- | | Ma Ching Wai (Chairman and Chief Executive) | 4,608,354 | 160,136,485 | 164,744,839 | 57.2688% | | Ma Ching Hang | 46,256 | 8,732,013 | 8,778,269 | 3.0515% | | Ma Ching Kuen | 9,987 | – | 9,987 | 0.0035% | | Ma Ching Sau | 347,942 | – | 347,942 | 0.1210% | - Mr. Ma Ching Wai, as Chairman and Chief Executive, holds **57.2688%** of the Company's total shares, with the majority being corporate interests[87](index=87&type=chunk)[88](index=88&type=chunk) - All disclosed interests are long positions, and there were no agreements during the period enabling directors and the chief executive to acquire share benefits[87](index=87&type=chunk)[88](index=88&type=chunk) [Major Shareholders](index=40&type=section&id=主要股東) As of June 30, 2025, Kam Chan Company was the largest major shareholder, holding 48.3187% of the Company's shares, including beneficial owner and corporate interests Major Shareholders' Holdings of Ordinary Shares as at June 30, 2025 | Major Shareholder | Beneficial Owner (shares) | Corporate Interest (shares) | Total (shares) | Percentage (%) | | :--- | :--- | :--- | :--- | :--- | | Kam Chan Company | 113,848,758 | 25,149,490 | 138,998,248 | 48.3187% | | Wan Shuen Investment Limited | 21,138,237 | – | 21,138,237 | 7.3481% | | Kam Wan Investment Limited | 15,488,636 | – | 15,488,636 | 5.3842% | - **Kam Chan Company** is the Company's largest major shareholder, holding **48.3187%** of shares, including beneficial owner and corporate interests[89](index=89&type=chunk)[91](index=91&type=chunk) - **Wan Shuen Investment Limited** and **Kam Wan Investment Limited** are also major shareholders, holding **7.3481%** and **5.3842%** of shares respectively[89](index=89&type=chunk) [Repurchase, Sale or Redemption of the Company's Shares](index=40&type=section&id=購回、出售或贖回本公司之股份) During the period, the Company did not redeem, repurchase, or sell any of its shares - During the period, the Company did not redeem, repurchase, or sell any of its shares[90](index=90&type=chunk) [Corporate Governance](index=41&type=section&id=企業管治) The Company complied with the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive, which the Board believes provides strong and consistent leadership - The Company complied with the Code Provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules throughout the period, except for the roles of Chairman and Chief Executive being combined and held by Mr. Ma Ching Wai[92](index=92&type=chunk) - The Board believes that combining the roles of Chairman and Chief Executive provides strong and consistent leadership, benefiting strategic planning and implementation, with sufficient safeguards for the balance of power and authority[92](index=92&type=chunk) - All directors confirmed compliance with the Model Code set out in Appendix C3 of the Listing Rules during the period[92](index=92&type=chunk) [Independent Review](index=41&type=section&id=獨立審閱) The Company's Audit Committee reviewed the Group's principal accounting policies and interim financial information, with no disagreements, and the information was reviewed by PricewaterhouseCoopers in accordance with HKSA 2410 - The Company's Audit Committee has reviewed the Group's principal accounting policies and the condensed consolidated interim financial information for the six months ended June 30, 2025, with no disagreements[93](index=93&type=chunk) - The interim financial information is unaudited but has been reviewed by **PricewaterhouseCoopers** in accordance with Hong Kong Standard on Review Engagements **2410**[93](index=93&type=chunk)

VIRTUAL MIND HOLDING COMPANY LIMITED 天機控股有限公司 (於開曼群島註冊成立之有限公司) (Incorporated in the Cayman Islands with limited liability) 股份代號 Stock Code：1520 股份代號 Stock Code：1520 INTERIM REPORT 中期報告 2025 VIRTUAL MIND HOLDING COMPANY LIMITED 天 機 控 股 有 限 公 司 INTERIM REPORT 中 期 報 告 2025 Corporate Information 公司資料 Chan Yuen Ying Stella BOARD OF DIRECTORS AUDIT COMMITTEE EXECUTIVE DIRECTORS Hon Ming Sang (Chairman) Tang Shu Pui Simon Yeung Riviera Mei Weiyi (Chairman) Li Yang Tin Yat Yu Carol Wong Wai Kai Richard INDEPENDENT ...

CONTENTS 目錄 02 Corporate Information 公司資料 06 Management Discussion and Analysis 管理層討論及分析 13 Corporate Governance and Other Information 企業管治及其他資料 24 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 簡明綜合損益及其他全面收益表 25 Condensed Consolidated Statement of Financial Position 簡明綜合財務狀況表 26 Condensed Consolidated Statement of Changes in Equity 簡明綜合權益變動表 27 Condensed Consolidated Statement of Cash Flows 簡明綜合現金流量表 29 Notes to the Condensed Consolidated Financial Statements 簡明綜合財務報表附註 C ...

[Corporate Information](index=3&type=section&id=Corporate%20Information) This section details the company's governance structure, including board and supervisory committee compositions, alongside essential corporate identifiers and contact information [Directors and Committees](index=3&type=section&id=Directors%20and%20Committees) This section lists the company's board members (executive, non-executive, and independent non-executive directors), supervisory board members, and the composition of the audit, remuneration, and nomination committees - Executive Directors include Mr. Zhang Jingming (Chairman), Mr. Huang Chunfeng (CEO), and Mr. Leng Xiaorong[4](index=4&type=chunk)[5](index=5&type=chunk) - The Audit Committee is chaired by Mr. Luo Zhuoqiang, the Remuneration Committee by Mr. Mao Haibin, and the Nomination Committee by Mr. Zhang Jingming[4](index=4&type=chunk)[5](index=5&type=chunk) - The Supervisory Board is chaired by Mr. Wang Xingye[5](index=5&type=chunk)[6](index=6&type=chunk) [Company Details](index=4&type=section&id=Company%20Details) This section provides basic company information, including operating location, registered office, H share registrar, auditor, principal bankers, stock code, and official website - The company's operating location is at E03–517, Shenyang International Software Park, No. 861–3, Shangshengou Village, Hunnan District, Shenyang City, People's Republic of China[7](index=7&type=chunk)[8](index=8&type=chunk) - The H share registrar is Hong Kong Registrars Limited[7](index=7&type=chunk)[8](index=8&type=chunk) - The company's stock code is **747**, and its official website is www.shenyang747.com[9](index=9&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the Group's financial performance, business operations, future outlook, liquidity, capital structure, significant transactions, and other relevant operational details for the period [Financial Review](index=5&type=section&id=Financial%20Review) During this period, the Group's revenue significantly decreased, turning from profit to loss, primarily due to reduced infrastructure construction revenue and lower gains from assets held for sale Financial Performance Comparison (For the six months ended June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Revenue | 948 | 5,465 | Significant Decrease | | Profit (Loss) Before Tax | (4,207) | 1,864 | Turned from Profit to Loss | | Earnings (Loss) Per Share | (0.0022) | 0.0021 | Turned from Profit to Loss | [Business Review](index=5&type=section&id=Business%20Review) The Group's business review covers infrastructure construction, property development, property investment and leasing, and property management, with infrastructure projects completed, Shennongjia Hotel nearing completion, stable growth in property investment, and significant expansion in property management through the acquisition of Guangzhou Zhudao - The construction of Zhongfang Chaozhou Jingnan Industrial Park project has been completed and fully settled in **2024**[12](index=12&type=chunk)[14](index=14&type=chunk) - The main building, annex, and courtyard construction of the Shennongjia Hotel project are substantially complete, with fitting-out works fully commenced, and negotiations with professional hotel management companies are ongoing[15](index=15&type=chunk)[17](index=17&type=chunk)[19](index=19&type=chunk) - Property investment and leasing business recorded rental income of approximately **RMB 776,000** for the period, an increase from **RMB 755,000** in the same period of **2024**[23](index=23&type=chunk)[26](index=26&type=chunk) - The acquisition of a **51% equity interest** in Guangzhou Zhudao was completed on **July 23, 2025**, for a consideration of **RMB 550,000**, significantly strengthening the property management business[25](index=25&type=chunk)[27](index=27&type=chunk)[30](index=30&type=chunk) [Construction of Infrastructure and Property Development Business](index=5&type=section&id=Construction%20of%20Infrastructure%20and%20Development%20of%20Properties%20Business) The Zhongfang Chaozhou Jingnan Industrial Park infrastructure project was completed and settled in 2024, while the Shennongjia Hotel property development project is substantially complete, undergoing fitting-out, and seeking professional hotel management partnerships - The construction of Zhongfang Chaozhou Jingnan Industrial Park project has been completed and fully settled in **2024**[12](index=12&type=chunk)[14](index=14&type=chunk) - The main building, annex, and courtyard construction of the Shennongjia Hotel project were substantially completed in **2024**, with fitting-out works fully commenced[15](index=15&type=chunk)[19](index=19&type=chunk) - The Group is negotiating with renowned Chinese hotel operators to manage the operations of Shennongjia Hotel[17](index=17&type=chunk)[20](index=20&type=chunk) [Property Investment and Leasing Business](index=7&type=section&id=Property%20Investment%20and%20Leasing%20Business) The Group's property investment and leasing business, primarily located in Sanhe, Guangzhou, Beijing, and Shennongjia Forestry District, recorded rental income of approximately RMB 776,000 for the period, a slight increase from the prior year - The Group owns multiple properties in Sanhe, Guangzhou, Beijing, and Shennongjia Forestry District, including shops, parking spaces, offices, and Shennongjia Hotel facilities[21](index=21&type=chunk)[26](index=26&type=chunk) Property Investment and Leasing Business Revenue | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Rental Income | 776 | 755 | [Property Management Business](index=7&type=section&id=Property%20Management%20Business) The Group significantly expanded its property management business by acquiring a 51% stake in Guangzhou Zhudao, managing a total gross floor area of approximately 542,865 square meters, with Shenzhen sports and hotel development projects now operational - The acquisition of a **51% equity interest** in Guangzhou Zhudao was completed on **July 23, 2025**, for a consideration of **RMB 550,000**[25](index=25&type=chunk)[27](index=27&type=chunk)[30](index=30&type=chunk) - Guangzhou Zhudao and its subsidiary, Shijiazhuang Runhua, are primarily engaged in property management, managing a total gross floor area of approximately **542,865 square meters**[29](index=29&type=chunk)[35](index=35&type=chunk) - The sports project at Shenzhen Shenyun Sports and Culture Park commenced operations in **January 2025**, and the hotel development and operation project in Dongchong, Nanao, Shenzhen, has also begun operations[24](index=24&type=chunk)[27](index=27&type=chunk) [Business Prospects](index=8&type=section&id=Business%20Prospects) Despite a slow global economic recovery, the Group remains cautiously optimistic, focusing on sustainable growth by advancing Shennongjia Hotel operations, expanding property management through the Guangzhou Zhudao acquisition, and actively exploring infrastructure projects aligned with national policies and strategic emerging industries like software and information technology services - Fitting-out works for Shennongjia Hotel have fully commenced, with active negotiations ongoing with hotel operators to provide high-quality services and begin operations in the near future[33](index=33&type=chunk)[36](index=36&type=chunk) - Following the acquisition of Guangzhou Zhudao, the Group expects to gain stable revenue and cash inflow, creating synergistic benefits and business opportunities in property management[34](index=34&type=chunk)[36](index=36&type=chunk) - The Company will continue to explore suitable infrastructure projects aligned with national policies and actively engage with national strategic emerging industries, such as software and information technology services[37](index=37&type=chunk)[42](index=42&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=9&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of June 30, 2025, the Group's total assets decreased by 3.87%, net current liabilities increased to RMB 125,501,000, and while current ratio and gearing ratio both declined, cash and cash equivalents increased, and new bank borrowings of RMB 5,000,000 were secured Liquidity and Capital Structure (As of June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 523,732 | 544,799 | ↓3.87% | | Non-current Assets | 451,897 | 458,417 | ↓1.42% | | Current Assets | 71,835 | 86,382 | ↓16.84% | | Net Current Liabilities | (125,501) | (121,072) | ↑3.66% | | Cash and Cash Equivalents | 5,278 | 4,448 | ↑18.66% | | Bank Borrowings | 5,000 | 0 | New | | Other Borrowings | 7,474 | 7,387 | ↑1.18% | | Current Ratio | 0.36 times | 0.42 times | ↓14.29% | | Gearing Ratio | 0.40 times | 0.41 times | ↓2.44% | - The Group's total capital commitments amounted to **RMB 112,438,000** (December 31, 2024: RMB 117,689,000)[61](index=61&type=chunk)[64](index=64&type=chunk) [Material Acquisition and Disposal of Subsidiaries and Associates](index=10&type=section&id=Material%20Acquisition%20and%20Disposal%20of%20Subsidiaries%20and%20Associates) The Group completed the acquisition of a 51% equity interest in Guangzhou Zhudao on July 23, 2025, for a consideration of RMB 550,000, which constitutes a very substantial acquisition - The acquisition of a **51% equity interest** in Guangzhou Zhudao was completed on **July 23, 2025**, for a consideration of **RMB 550,000**[46](index=46&type=chunk)[49](index=49&type=chunk) [Significant Investments](index=10&type=section&id=Significant%20Investments) As of June 30, 2025, the Group agreed to dispose of 5,400,000 shares in Chaozhou Rural Commercial Bank for a total consideration of RMB 13,500,000, though the disposal had not been completed by that date - Agreed to dispose of **5,400,000 shares** (representing approximately **0.205%** of the issued share capital) in Chaozhou Rural Commercial Bank for a total consideration of **RMB 13,500,000**[47](index=47&type=chunk)[50](index=50&type=chunk) - As of **June 30, 2025**, the disposal had not yet been completed[48](index=48&type=chunk)[51](index=51&type=chunk) [Number of Employees, Emoluments, Training Schemes and Share Option Schemes](index=11&type=section&id=Number%20of%20Employees%2C%20Emoluments%2C%20Training%20Schemes%20and%20Share%20Option%20Schemes) As of June 30, 2025, the Group's employee count was 33, a decrease from the prior year, with total salaries and emoluments also declining, and no share option schemes adopted Employee and Emolument Information (As of June 30) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Total Employees | 33 employees | 44 employees | ↓25% | | Total Salaries and Emoluments | RMB 2,298,000 | RMB 2,802,000 | ↓18% | - The Group has not adopted any share option schemes for senior management or employees[53](index=53&type=chunk)[57](index=57&type=chunk) [Assets Secured/Pledged](index=11&type=section&id=Assets%20Secured%2FPledged) As of June 30, 2025, the Group had no assets secured or pledged - As of **June 30, 2025**, the Group had no assets secured or pledged (same period in **2024**: nil)[54](index=54&type=chunk)[58](index=58&type=chunk) [Segmental Information](index=11&type=section&id=Segmental%20Information) Details regarding the Group's segmental information are provided in Note 4 to the condensed consolidated financial statements in this report - Detailed segmental information can be found in Note 4 to the condensed consolidated financial statements[55](index=55&type=chunk)[59](index=59&type=chunk) [Currency Risks](index=11&type=section&id=Currency%20Risks) The Group's revenue and expenses are primarily denominated in RMB, exposing it to foreign exchange risk from fluctuations in the HKD to RMB exchange rate; currently, there is no hedging policy, but management will consider hedging significant currency risks in the future - The Group's revenue and expenses are primarily denominated in RMB, exposing it to foreign exchange risk from fluctuations in the HKD to RMB exchange rate[56](index=56&type=chunk)[60](index=60&type=chunk) - The Group currently has no hedging policy for foreign exchange risk, but management will consider hedging significant currency risks when necessary in the future[56](index=56&type=chunk)[60](index=60&type=chunk) [Capital Commitments](index=12&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group's total capital commitments amounted to RMB 112,438,000, a decrease from December 31, 2024, primarily comprising capital injections into subsidiaries, construction costs for properties under development for sale, and investment properties Capital Commitments (As of June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Total Capital Commitments | 112,438 | 117,689 | ↓4.46% | | Capital Injections into Subsidiaries | 23,950 | 27,950 | ↓14.31% | | Construction Costs for Properties Under Development for Sale | 26,966 | 26,868 | ↑0.36% | | Construction Costs for Investment Properties | 61,511 | 61,289 | ↑0.36% | | Construction Costs for Property, Plant and Equipment | 11 | 1,582 | ↓99.30% | [Contingent Liabilities](index=12&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of **June 30, 2025**, the Group had no significant contingent liabilities (same period in **2024**: nil)[62](index=62&type=chunk)[65](index=65&type=chunk) [Litigation](index=12&type=section&id=Litigation) The Group is involved in two lawsuits: the first, regarding outstanding subcontractor payments, was settled through mediation with Zhongfang Chaozhou clearing payments and unfreezing bank accounts; the second, filed in July 2025, demands payment for construction contract settlement and interest, resulting in the freezing of some Zhongfang Chaozhou assets - Following mediation in the first lawsuit, Zhongfang Chaozhou repaid outstanding liabilities of **RMB 4,350,000** and **RMB 2,950,000**, and the frozen bank balances were released[67](index=67&type=chunk)[69](index=69&type=chunk) - The second lawsuit, filed in **July 2025**, demands payment of approximately **RMB 11.5 million** for construction contract settlement and accrued interest of approximately **RMB 0.44 million**, resulting in the freezing of some Zhongfang Chaozhou assets up to a total limit of **RMB 12 million**[67](index=67&type=chunk)[69](index=69&type=chunk) [Events After the Reporting Period](index=13&type=section&id=Events%20After%20the%20Reporting%20Period) No significant events have occurred from the end of the reporting period up to the date of this report, other than the litigation matters already disclosed - Save as disclosed above, there have been no significant events from the end of the reporting period up to the date of this report[68](index=68&type=chunk)[70](index=70&type=chunk) [Interim Financial Information](index=13&type=section&id=Interim%20Financial%20Information) This section presents the Group's condensed consolidated financial statements, including the statement of profit or loss, comprehensive income, financial position, changes in equity, and cash flows, along with explanatory notes [Condensed Consolidated Statement of Profit or Loss](index=13&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the Group's revenue significantly decreased, turning from a profit in the prior year to a loss, with a loss per share of RMB 0.0022 Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 948 | 5,465 | | Cost of Sales | (3,563) | (4,160) | | Gross Profit (Loss) | (2,615) | 1,305 | | Other Income | 2,980 | 8,741 | | Reversal of Impairment Losses, Net | 3,520 | 1 | | Administrative and Operating Expenses | (7,385) | (7,247) | | Finance Costs | (707) | (936) | | Profit (Loss) Before Tax | (4,207) | 1,864 | | Income Tax Expense | (1) | (3) | | Profit (Loss) for the Period | (4,208) | 1,861 | | Profit (Loss) for the Period Attributable to Owners of the Company | (3,186) | 3,099 | | Profit (Loss) for the Period Attributable to Non-controlling Interests | (1,022) | (1,238) | | Earnings (Loss) Per Share (RMB cents) | (0.22) | 0.21 | [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=14&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group recorded a total comprehensive expense of RMB 4,164,000, a significant decrease from the total comprehensive income in the prior year, primarily impacted by the loss for the period Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Profit (Loss) for the Period | (4,208) | 1,861 | | Exchange Differences on Translation of Foreign Operations | 44 | (21) | | Total Comprehensive Income (Expense) for the Period | (4,164) | 1,840 | | Total Comprehensive Income (Expense) for the Period Attributable to Owners of the Company | (3,142) | 3,078 | | Total Comprehensive Income (Expense) for the Period Attributable to Non-controlling Interests | (1,022) | (1,238) | [Condensed Consolidated Statement of Financial Position](index=15&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets, current assets, and total equity all decreased, while net current liabilities increased, indicating challenging financial conditions Condensed Consolidated Statement of Financial Position (As of June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | **Non-current Assets** | | | | Property, Plant and Equipment | 10,195 | 10,753 | | Right-of-Use Assets | 11,568 | 17,974 | | Investment Properties | 409,721 | 409,277 | | Equity Instruments at Fair Value Through Other Comprehensive Income | 20,413 | 20,413 | | **Current Assets** | | | | Properties Under Development for Sale | 61,445 | 61,250 | | Trade Receivables | 118 | – | | Deposits and Other Receivables | 3,319 | 2,762 | | Restricted Bank Balances | 1,675 | 17,922 | | Cash and Cash Equivalents | 5,278 | 4,448 | | **Current Liabilities** | | | | Trade Payables | 131,941 | 149,989 | | Other Payables and Accruals | 46,236 | 42,906 | | Lease Liabilities — Current Portion | 1,986 | 2,134 | | Contract Liabilities | 66 | – | | Borrowings | 12,474 | 7,387 | | Amounts Due to Non-controlling Interests | 700 | 1,100 | | Amount Due to a Shareholder | 2,448 | 2,448 | | Tax Liabilities | 1,485 | 1,490 | | **Non-current Liabilities** | | | | Other Payables and Accruals | 269 | 269 | | Lease Liabilities — Non-current Portion | 10,154 | 16,939 | | **Total Equity** | 315,973 | 320,137 | [Condensed Consolidated Statement of Changes in Equity](index=17&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) As of June 30, 2025, the Group's total equity decreased from RMB 320,137,000 to RMB 315,973,000 due to the loss for the period Condensed Consolidated Statement of Changes in Equity (As of June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | January 1 (Audited) | 320,137 | 422,849 | | Loss for the Period | (4,208) | 1,861 | | Exchange Differences on Translation of Foreign Operations | 44 | (21) | | Total Comprehensive Income (Expense) for the Period | (4,164) | 1,840 | | June 30 (Unaudited) | 315,973 | 424,689 | - Equity attributable to owners of the Company decreased from **RMB 344,669,000** to **RMB 341,527,000**[76](index=76&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=19&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, the Group's net cash from operating activities turned from inflow to outflow, net cash from investing activities also turned from inflow to outflow, but net cash from financing activities turned from outflow to inflow, resulting in an increase in cash and cash equivalents at period-end Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Net Cash (Used in) From Operating Activities | (18,126) | 2,218 | | Net Cash (Used in) From Investing Activities | (282) | 6,090 | | Net Cash From (Used in) Financing Activities | 19,194 | (4,138) | | Net Increase in Cash and Cash Equivalents | 786 | 4,170 | | Cash and Cash Equivalents at End of Period | 5,278 | 7,890 | [Notes to the Condensed Consolidated Financial Statements](index=21&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the accounting policies, revenue recognition, segment information, and other financial disclosures supporting the condensed consolidated financial statements [Basis of Preparation](index=21&type=section&id=Basis%20of%20Preparation) The condensed consolidated financial statements are prepared in accordance with HKAS 34, and despite significant going concern uncertainties (including losses, net current liabilities, and capital commitments), the Board maintains the going concern basis based on plans such as realizing investment properties, expected operating cash inflows, and creditor negotiations - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Appendix D2 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[84](index=84&type=chunk)[87](index=87&type=chunk) - For the six months ended June 30, 2025, the Group recorded a loss attributable to owners of the Company of approximately **RMB 3,186,000**, with current liabilities exceeding current assets by approximately **RMB 125,501,000**, and capital commitments of approximately **RMB 112,438,000**, indicating significant uncertainties[86](index=86&type=chunk)[87](index=87&type=chunk) - The Board maintains the going concern basis, relying on measures such as realizing investment properties, expected operating cash inflows, negotiating with creditors for repayment extensions, considering disposal of equity instruments, and a shareholder's undertaking not to demand repayment of amounts due[89](index=89&type=chunk)[90](index=90&type=chunk) [Principal Accounting Policies](index=23&type=section&id=Principal%20Accounting%20Policies) The condensed consolidated financial statements are prepared on a historical cost basis, except for certain financial instruments measured at fair value, with accounting policies consistent with the 2024 annual consolidated financial statements, and the application of HKFRS amendments having no significant impact on financial position or performance - The condensed consolidated financial statements are prepared on a historical cost basis, except for certain financial instruments measured at fair value[92](index=92&type=chunk)[95](index=95&type=chunk) - The accounting policies and methods of computation for the six months ended June 30, 2025, are consistent with those presented in the Group's annual consolidated financial statements for the year ended December 31, 2024[93](index=93&type=chunk)[95](index=95&type=chunk) - The application of amendments to HKFRS (HKAS 21 amendments) had no significant impact on the Group's financial position and performance for the current and prior periods[96](index=96&type=chunk)[98](index=98&type=chunk) [Revenue](index=24&type=section&id=Revenue) Total revenue for the period significantly decreased to RMB 948,000, primarily due to the absence of land construction revenue, while leasing and property management revenue saw a slight increase Revenue Composition (For the six months ended June 30) | Revenue Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Land Construction | – | 4,710 | | Leasing and Property Management | 948 | 755 | | **Total Revenue** | **948** | **5,465** | [Operating Segments](index=25&type=section&id=Operating%20Segments) The Group's operating segments include infrastructure construction and property development, property investment and leasing, and property management; the infrastructure construction segment had no revenue this period, property management is a new segment with revenue, but all segments recorded losses Operating Segment Revenue and Results (For the six months ended June 30) | Segment | 2025 Revenue (RMB thousands) | 2024 Revenue (RMB thousands) | 2025 Results (RMB thousands) | 2024 Results (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Infrastructure Construction and Property Development | – | 4,710 | (666) | (254) | | Property Investment and Leasing Business | 776 | 755 | (1) | (3,017) | | Property Management Business | 172 | – | (5,582) | – | | **Total** | **948** | **5,465** | **(6,249)** | **(3,271)** | [Other Income](index=26&type=section&id=Other%20Income) Other income for the period significantly decreased to RMB 2,980,000, primarily due to the absence of gains from assets held for sale in the prior year, though dividends from FVTOCI equity instruments and gains from termination of lease liabilities increased Other Income Composition (For the six months ended June 30) | Income Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Bank Interest Income | 2 | 4 | | Dividends from FVTOCI Equity Instruments | 1,779 | 1,686 | | Gain on Termination of Lease Liabilities | 877 | – | | Gain on Disposal of Assets Held for Sale | – | 6,900 | | Miscellaneous Income | 322 | 151 | | **Total** | **2,980** | **8,741** | [Reversal of Impairment Losses Under Expected Credit Loss Model, Net](index=26&type=section&id=Reversal%20of%20Impairment%20Losses%20Under%20Expected%20Credit%20Loss%20Model%2C%20Net) For the period, the Group recognized a net reversal of impairment losses on other receivables of RMB 3,520,000, primarily due to debt repayment by debtors Reversal of Impairment Losses (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Reversal of Impairment Losses on Other Receivables | 3,520 | 1 | - The impairment reversal was primarily due to debt repayment by debtors[108](index=108&type=chunk)[109](index=109&type=chunk) [Finance Costs](index=27&type=section&id=Finance%20Costs) Total finance costs for the period decreased to RMB 707,000, with an increase in interest on lease liabilities but a significant reduction in interest on other borrowings Finance Costs Composition (For the six months ended June 30) | Cost Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Interest on Lease Liabilities | 603 | 336 | | Interest on Bank Borrowings | 17 | – | | Interest on Other Borrowings | 87 | 600 | | **Total** | **707** | **936** | [Income Tax Expense](index=27&type=section&id=Income%20Tax%20Expense) Income tax expense for the period was RMB 1,000, primarily representing current tax in China Income Tax Expense (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Current Tax — China | 1 | 3 | [(Loss) Profit for the Period](index=28&type=section&id=%28Loss%29%20Profit%20for%20the%20Period) For the period, the Group recorded a loss of RMB 4,208,000, primarily influenced by staff costs, depreciation expenses, and legal and professional fees (Loss) Profit for the Period Composition (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Staff Costs | 2,298 | 2,802 | | Short-term Lease Related Expenses | 224 | 290 | | Depreciation of Property, Plant and Equipment | 2,621 | 83 | | Depreciation of Right-of-Use Assets | 1,288 | 972 | | Legal and Professional Fees | 1,522 | 1,360 | [(Loss) Earnings Per Share](index=29&type=section&id=%28Loss%29%20Earnings%20Per%20Share) For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the Company was RMB 0.0022, compared to earnings per share of RMB 0.0021 in the prior year (Loss) Earnings Per Share (For the six months ended June 30) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Profit (Loss) for the Period Attributable to Owners of the Company | (3,186) | 3,099 | | Weighted Average Number of Ordinary Shares (thousands) | 1,469,376 | 1,469,376 | | Earnings (Loss) Per Share (RMB cents) | (0.22) | 0.21 | - Diluted earnings (loss) per share is not presented as there were no potential ordinary shares in issue for the six months ended **June 30, 2025** and **2024**[118](index=118&type=chunk)[120](index=120&type=chunk) [Dividends](index=29&type=section&id=Dividends) No dividends were paid, declared, or proposed during this interim period - No dividends were paid, declared, or proposed during this interim period, and the Directors decided not to pay any dividends for this interim period[119](index=119&type=chunk)[121](index=121&type=chunk) [Property, Plant and Equipment](index=30&type=section&id=Property%2C%20Plant%20and%20Equipment) For the six months ended June 30, 2025, the Group purchased property, plant and equipment at a cost of RMB 2,391,000 and wrote off construction in progress of approximately RMB 328,000 due to early termination of lease arrangements - For the six months ended **June 30, 2025**, the Group purchased property, plant and equipment at a cost of **RMB 2,391,000**[122](index=122&type=chunk)[126](index=126&type=chunk) - Due to the early termination of certain lease arrangements, the Group wrote off construction in progress with a total carrying amount of approximately **RMB 328,000**[122](index=122&type=chunk)[126](index=126&type=chunk) [Right-of-Use Assets](index=30&type=section&id=Right-of-Use%20Assets) No new lease agreements were entered into during the period, but due to lease terminations, related lease liabilities and right-of-use assets were derecognized, resulting in a gain of RMB 877,000 - For the six months ended **June 30, 2025**, the Group did not enter into any new lease agreements[123](index=123&type=chunk)[127](index=127&type=chunk) - Lease liabilities of approximately **RMB 5,995,000** together with related right-of-use assets of approximately **RMB 5,118,000** were terminated on **April 30, 2025**, resulting in a gain on termination of lease liabilities of approximately **RMB 877,000** recognized in the condensed consolidated statement of profit or loss[124](index=124&type=chunk)[127](index=127&type=chunk) [Trade Receivables](index=30&type=section&id=Trade%20Receivables) As of June 30, 2025, the Group's trade receivables primarily originated from leasing and property management businesses, with customer contract receivables fully provided for credit losses Trade Receivables (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade Receivables from Customer Contracts | 18,004 | 18,004 | | Trade Receivables from Leasing and Property Management | 118 | – | | Less: Provision for Credit Losses | (18,004) | (18,004) | | **Net** | **118** | **–** | [Trade Payables](index=31&type=section&id=Trade%20Payables) As of June 30, 2025, the Group's total trade payables amounted to RMB 131,941,000, with the majority (RMB 131,169,000) overdue by more than 180 days Trade Payables Ageing Analysis (As of June 30) | Ageing | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 180 days | 772 | 31,075 | | Over 180 days | 131,169 | 118,914 | | **Total** | **131,941** | **149,989** | [Borrowings](index=31&type=section&id=Borrowings) On January 26, 2025, the Group entered into a bank loan agreement with a Chinese bank for a principal amount of RMB 5,000,000 at an annual interest rate of 5.5%, repayable on January 26, 2026 - On **January 26, 2025**, the Group entered into a bank loan agreement with a Chinese bank for a principal amount of **RMB 5,000,000** at an annual interest rate of **5.5%**, repayable on **January 26, 2026**[134](index=134&type=chunk)[135](index=135&type=chunk) [Related Party Transactions](index=32&type=section&id=Related%20Party%20Transactions) As of June 30, 2025, the Group had an amount due to a shareholder of RMB 2,448,000 and an amount due to non-controlling interests of RMB 700,000, with key management personnel emoluments totaling RMB 777,000 Related Party Balances (As of June 30) | Related Party | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Amount Due to a Shareholder (Beijing Lichuang Future Technology Co., Ltd.) | (2,448) | (2,448) | | Amount Due to Non-controlling Interests (Shenzhen Tongda Tourism Co., Ltd.) | (700) | (1,100) | - Key management personnel emoluments amounted to **RMB 777,000** (2024: RMB 929,000)[140](index=140&type=chunk) [Fair Value Measurements of Financial Instruments](index=33&type=section&id=Fair%20Value%20Measurements%20of%20Financial%20Instruments) The Group's fair value measurements for financial instruments use the market approach, with a 15.6% discount for lack of marketability applied as a significant unobservable input for the Level 3 valuation of the 0.71% equity investment in Chaozhou Rural Commercial Bank - Fair value measurements are categorized into Level 1, 2, and 3, with Level 3 measurements using unobservable market data[146](index=146&type=chunk) - The Group's **0.71%** equity investment in Chaozhou Rural Commercial Bank Co., Ltd. (approximately **RMB 20,413,000**) is classified as a Level 3 fair value measurement[148](index=148&type=chunk) - The valuation technique uses the market approach, where a discount for lack of marketability of **15.6%** (2024: 15.6%) is a significant unobservable input[148](index=148&type=chunk) - A **1%** increase/decrease in the discount for lack of marketability would result in a decrease/increase of approximately **RMB 241,000** in the carrying amount of the private equity investment at fair value through other comprehensive income[148](index=148&type=chunk) [Other Information](index=36&type=section&id=Other%20Information) This section covers the Company's adherence to corporate governance standards, compliance with securities trading codes, share transaction activities, interim results review, dividend policy, and interests of directors and substantial shareholders [Code of Corporate Governance](index=36&type=section&id=Code%20of%20Corporate%20Governance) The Company complied with the Corporate Governance Code during the period, except for not procuring appropriate insurance coverage for directors' legal actions, as the directors deemed the related risks to be insignificant - The Company has complied with the applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules during the period, save for the deviation mentioned below[152](index=152&type=chunk)[157](index=157&type=chunk) - The Company did not procure directors' liability insurance during the period, as the Directors considered the risk of significant legal claims against them to be insignificant[152](index=152&type=chunk)[157](index=157&type=chunk) [Compliance with Model Code for Securities Transactions by Directors and Supervisors](index=36&type=section&id=Compliance%20with%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors%20and%20Supervisors) All Directors and Supervisors confirmed their compliance with the Model Code as set out in Appendix C3 of the Listing Rules during the period - Following specific enquiries, all Directors and Supervisors confirmed their compliance with the required standards set out in the Model Code during the period[153](index=153&type=chunk)[158](index=158&type=chunk) [Purchase, Sale or Redemption of Listed Securities of the Company](index=36&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities%20of%20the%20Company) Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period - During the period, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[154](index=154&type=chunk)[159](index=159&type=chunk) [Review of Interim Results](index=36&type=section&id=Review%20of%20Interim%20Results) The Company's Audit Committee has reviewed the Group's unaudited condensed consolidated financial information for the period - The Company's Audit Committee has reviewed the Group's unaudited condensed consolidated financial information for the period[155](index=155&type=chunk)[160](index=160&type=chunk) [Interim Dividend](index=36&type=section&id=Interim%20Dividend) The Board does not recommend the payment of an interim dividend for the period - The Board does not recommend the payment of an interim dividend for the period (same period in **2024**: nil)[156](index=156&type=chunk)[161](index=161&type=chunk) [Directors', Chief Executives' and Supervisors' Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company or Any Associated Corporations](index=37&type=section&id=Directors%27%2C%20Chief%20Executives%27%20and%20Supervisors%27%20Interests%20and%20Short%20Positions%20in%20the%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20or%20Any%20Associated%20Corporations) As of June 30, 2025, no Directors, Chief Executives, or Supervisors of the Company held any disclosable interests or short positions in the shares, underlying shares, or debentures of the Company or any associated corporations - As of **June 30, 2025**, none of the Company's Directors, Chief Executives, and Supervisors had any interests or short positions in the shares, underlying shares, and debentures of the Company or any of its associated corporations that were required to be notified to the Company and the Stock Exchange under the Securities and Futures Ordinance or the Listing Rules[162](index=162&type=chunk)[164](index=164&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares of the Company](index=37&type=section&id=Substantial%20Shareholders%27%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of June 30, 2025, Beijing Huaxia Ding Technology Co., Ltd., Huang Guangfu, Beijing Lichuang Future Technology Co., Ltd., Zhai Mingyue, Shenzhen Wanzhong Runlong Investment Co., Ltd., Zhang Song, and HKSCC Nominees Limited were the Company's substantial shareholders Substantial Shareholders' Shareholdings (As of June 30) | Holder of Interest | Type and Number of Shares | Approximate Percentage of Total Issued Share Capital | | :--- | :--- | :--- | | Beijing Huaxia Ding Technology Co., Ltd. | 420,000,000 Domestic Shares | 28.58% | | Huang Guangfu (through Beijing Huaxia Ding Technology Co., Ltd.) | 420,000,000 Domestic Shares | 28.58% | | Beijing Lichuang Future Technology Co., Ltd. | 180,000,000 Domestic Shares | 12.25% | | Zhai Mingyue (through Beijing Lichuang Future Technology Co., Ltd.) | 180,000,000 Domestic Shares | 12.25% | | Shenzhen Wanzhong Runlong Investment Co., Ltd. | 140,000,000 Domestic Shares | 9.53% | | Zhang Song (through Shenzhen Wanzhong Runlong Investment Co., Ltd.) | 140,000,000 Domestic Shares | 9.53% | | HKSCC Nominees Limited | 599,395,515 H Shares | 40.79% | - As of **June 30, 2025**, the total number of issued shares of the Company was **1,469,376,000** shares[173](index=173&type=chunk) [Changes in the Information of the Director/Supervisor](index=39&type=section&id=Changes%20in%20the%20Information%20of%20the%20Director%2FSupervisor) There have been no changes in the information of the Directors/Supervisors since the Company's 2024 annual report was published - In accordance with Rule 13.51B of the Listing Rules, there have been no changes in the information of the Directors/Supervisors since the Company's **2024** annual report was published[170](index=170&type=chunk)[172](index=172&type=chunk) [Glossary](index=40&type=section&id=Glossary) This section defines key terms and abbreviations used throughout the report to ensure clarity and consistent understanding for all readers [Definitions of Terms](index=40&type=section&id=Definitions%20of%20Terms) This section provides definitions for key terms used throughout the report to ensure readers have a clear and consistent understanding of the content - This section defines key terms used in the report, such as "corresponding period in **2024**", "Board", "Company", "Directors", "Domestic Shares", "Guangzhou Zhudao", "Group", "Hong Kong", "H Shares", "Independent Third Party", "Listing Rules", "Model Code", "Period", "PRC", "RMB", "SFO", "Shares", "Shareholders", "Shennongjia Hotel", "Shijiazhuang Runhua", "Supervisors", "Stock Exchange", "Zhongfang Chaozhou", and "Zhongfang Chaozhou Jingnan Industrial Park Project"[175](index=175&type=chunk)[177](index=177&type=chunk)

Company Information [Board of Directors and Committees](index=4&type=section&id=Board%20of%20Directors%20and%20Committees) Galaxy Entertainment Group's Board of Directors comprises a Chairman, Executive Directors, Non-Executive Directors, and Independent Non-Executive Directors, with committees ensuring sound corporate governance - Board members include Chairman Mr. Lui Che Woo, Executive Directors Mr. Francis Lui Yiu Tung, Ms. Jenny Tsang, Ms. Joanna Lui, and several Non-Executive and Independent Non-Executive Directors[9](index=9&type=chunk) - Established Audit Committee, Remuneration Committee, Nomination Committee, and Corporate Governance Committee, with Independent Non-Executive Directors serving as chairmen or key members in each committee[9](index=9&type=chunk) [Company Contact and Listing Information](index=5&type=section&id=Company%20Contact%20and%20Listing%20Information) The company disclosed key corporate information, including its independent auditor, registered office, share registrar, principal bankers, legal advisors, listing code, and investor relations contact details - Independent auditor is PricewaterhouseCoopers[10](index=10&type=chunk) - The company's shares are listed on The Stock Exchange of Hong Kong Limited, stock code **27**[10](index=10&type=chunk) - Investor relations contact details include telephone (852) 3150 1111, fax (852) 3150 1100, and email ir@galaxyentertainment.com[11](index=11&type=chunk) Company Profile [Vision and Operating Philosophy](index=2&type=section&id=Vision%20and%20Operating%20Philosophy) Galaxy Entertainment Group's vision is to become Asia's leading gaming and entertainment enterprise, achieving this through its operating philosophy - Vision: To be Asia's leading gaming and entertainment enterprise[3](index=3&type=chunk)[5](index=5&type=chunk) - Operating philosophy includes: deep understanding of local market, professional experience, clear positioning, and demand-driven strategy[4](index=4&type=chunk)[6](index=6&type=chunk) [Core Business and Properties](index=6&type=section&id=Core%20Business%20and%20Properties) The Group primarily develops and operates integrated resorts, retail, dining, hotel, and gaming facilities in Macau, with three flagship projects: "Galaxy Macau™", StarWorld Hotel, and "Broadway Macau™" - The Group is a world-leading resort, hotel, and gaming enterprise, primarily operating integrated resorts in Macau[14](index=14&type=chunk) - "Galaxy Macau™" is one of the world's largest integrated resorts, spanning **1.4 million square meters**, offering approximately **4,700 rooms, suites, and villas**, along with diverse retail, dining, entertainment, leisure, and MICE facilities[14](index=14&type=chunk)[17](index=17&type=chunk)[20](index=20&type=chunk) - StarWorld Hotel, opened in **2006**, is the Group's first five-star hotel, located in the heart of Macau Peninsula, featuring over **500 luxurious rooms and suites**[18](index=18&type=chunk)[21](index=21&type=chunk) - "Broadway Macau™", opened in **2015**, is connected to "Galaxy Macau™" via a sky bridge, offering approximately **310 rooms and suites**, and features the **2,500-seat** "Broadway Theatre" and a variety of local delicacies[26](index=26&type=chunk) [Future Development Opportunities](index=8&type=section&id=Future%20Development%20Opportunities) The Group is actively advancing several future development projects, including the upcoming full opening of Capella at Galaxy Macau, the Cotai Phase 4 expansion plan, and continuously exploring development opportunities in the Greater Bay Area and overseas markets - Capella at Galaxy Macau provided an exclusive preview in **May 2025**, with a full public opening expected in the coming months, offering approximately **100 ultra-luxury suites** and Capella Sky Villas[23](index=23&type=chunk) - Cotai Phase 4 plan will expand the footprint by **600,000 square meters**, including multiple high-end hotel brands, a theater with approximately **5,000 seats**, diverse dining, retail, non-gaming facilities, gardens, water play zones, and a casino, bringing the total hotel room and suite supply to approximately **7,000** upon completion[24](index=24&type=chunk) - The Group will continue to explore development opportunities in the Greater Bay Area and overseas, including a strategic investment in Société des Bains de Mer et du Cercle des Étrangers à Monaco, and is committed to youth education development in Macau and mainland China[25](index=25&type=chunk) Financial and Operational Highlights [Group Performance](index=9&type=section&id=Group%20Performance) In the first half of 2025, the Group achieved robust growth in both net revenue and adjusted EBITDA, with a significant increase in profit attributable to shareholders, maintaining a highly liquid balance sheet, and declaring an interim dividend Group's Key Financial Data for H1 2025 | Metric | 2025 H1 (HKD Million) | 2024 H1 (HKD Million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Net Revenue | 23,200 | 21,470 | +8 | | Adjusted EBITDA | 6,900 | 6,011 | +14 | | Profit Attributable to Shareholders | 5,200 | 4,387 | +19 | | Cash and Liquid Investments (as of June 30) | 30,700 | 28,968 | +6 | | Net Cash (as of June 30) | 30,300 | 25,131 | +20.5 | | Interim Dividend (HKD per share) | 0.70 | 0.50 | +40 | - In H1 2025, the gaming business experienced a higher-than-normal net win rate, increasing adjusted EBITDA by approximately **HKD 737 million**; after normalizing the net win rate, adjusted EBITDA was **HKD 6.1 billion**, a **3% year-on-year increase**[32](index=32&type=chunk) ["Galaxy Macau™" Performance](index=9&type=section&id=Galaxy%20Macau%E2%84%A2%20Performance) "Galaxy Macau™" achieved strong growth in H1 2025, with significant increases in both net revenue and adjusted EBITDA, maintaining high hotel occupancy, and growing non-gaming revenue "Galaxy Macau™" Key Financial Data for H1 2025 | Metric | 2025 H1 (HKD Million) | 2024 H1 (HKD Million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Net Revenue | 19,100 | 16,958 | +13 | | Adjusted EBITDA | 6,300 | 5,395 | +18 | | Average Hotel Occupancy Rate | 98% | - | - | | Non-Gaming Revenue | 2,800 | 2,697 | +4 | - In H1 2025, the gaming business experienced a higher-than-normal net win rate, increasing adjusted EBITDA by approximately **HKD 755 million**; after normalizing the net win rate, adjusted EBITDA was **HKD 5.6 billion**, a **3% year-on-year increase**[32](index=32&type=chunk) [StarWorld Hotel Performance](index=9&type=section&id=StarWorld%20Hotel%20Performance) StarWorld Hotel's net revenue and adjusted EBITDA both decreased in H1 2025, primarily due to a lower-than-normal gaming net win rate, though hotel occupancy remained at 100% StarWorld Hotel Key Financial Data for H1 2025 | Metric | 2025 H1 (HKD Million) | 2024 H1 (HKD Million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Net Revenue | 2,400 | 2,692 | -10 | | Adjusted EBITDA | 653 | 825 | -21 | | Hotel Occupancy Rate | 100% | - | - | | Non-Gaming Revenue | 248 | 267 | -7 | - In H1 2025, the gaming business experienced a lower-than-normal net win rate, decreasing adjusted EBITDA by approximately **HKD 18 million**; after normalizing the net win rate, adjusted EBITDA was **HKD 671 million**, a **14% year-on-year decrease**[32](index=32&type=chunk) ["Broadway Macau™", City Clubs, and Construction Materials Business Performance](index=9&type=section&id=Broadway%20Macau%E2%84%A2%2C%20City%20Clubs%2C%20and%20Construction%20Materials%20Business%20Performance) Adjusted EBITDA for "Broadway Macau™" and City Clubs both decreased, while the construction materials business saw growth in adjusted EBITDA, benefiting from improved sales in mainland China Adjusted EBITDA for Other Businesses in H1 2025 | Business | 2025 H1 (HKD Million) | 2024 H1 (HKD Million) | | :--- | :--- | :--- | | "Broadway Macau™" | 6 | 12 | | City Clubs | 3 | 9 | | Construction Materials Business | 423 | 365 | - Construction materials business adjusted EBITDA increased by **16% year-on-year**, primarily benefiting from improved sales in mainland China[32](index=32&type=chunk) [Recent Developments](index=10&type=section&id=Recent%20Developments) The Group continues to advance multiple development projects, including the exclusive preview of Capella at Galaxy Macau, enhancement of Cotai Phase 3 facilities, focus on non-gaming development for Cotai Phase 4, and exploration of overseas market opportunities such as Thailand - Capella at Galaxy Macau provided an exclusive private preview in May[33](index=33&type=chunk) - Cotai Phase 3 continues to enhance the performance of Galaxy International Convention Center, Galaxy Arena, Raffles at Galaxy Macau, and Andaz Macau[33](index=33&type=chunk) - Cotai Phase 4 project focuses on non-gaming businesses, primarily targeting entertainment and family-friendly facilities, in addition to a casino[33](index=33&type=chunk) - The Group continues to explore development opportunities in overseas markets, including Thailand[33](index=33&type=chunk

2025 INTERIM REPORT 中期報告 SMIT HOLDINGS LIMITED 國微控股有限公司 中期報告 Interim Report 2025 目錄 CONTENTS | 2 | 公司資料 | Corporate Information | | --- | --- | --- | | 5 | 管理層討論及分析 | Management Discussion and Analysis | | 17 | 其他資料 | Other Information | | 25 | 簡明綜合財務狀況表 | Condensed Consolidated Statement of Financial Position | | 27 | 簡明綜合收益表 | Condensed Consolidated Income Statement | | 28 | 簡明綜合全面收益表 | Condensed Consolidated Statement of Comprehensive Income | | 29 | 簡明綜合權益變動表 | Condensed Consolidated Statement of Change ...

重慶農村商業銀行股份有限公司 Chongqing Rural Commercial Bank Co., Ltd. （於中華人民共和國註冊成立的股份有限公司） (a joint stock limited company incorporated in the People's Republic of China with limited liability) * 本行經中國銀行保險監督管理機構批准持有B0335H250000001號金融許可證，並經重慶市市場監督 管理局核准領取統一社會信用代碼為91500000676129728J的企業法人營業執照。本行根據香港銀 行業條例（香港法例第155章）並非一家認可機構，不受香港金融管理局監管，及不獲授權在香港經營 銀行╱接受存款業務。 目錄 重要提示 2 釋義 3 | 第一章 | 公司簡介 | 第七章 | 股份變動及股東情況 | | --- | --- | --- | --- | | 第二章 | 財務摘要 | 第八章 | 中期財務資料的審閱報告 | | 第三章 | 管理層討論與分析 | | | | 一、總體經營情況分析 | | 第九章 10 | 簡要合併中期財務報表 ...

弘毅文化集 團 INTERIM REPORT 2025 中期報告 目錄 | | | 弘 毅 文 化 集 團 1 二 零 二 五 年 中 期 報 告 12 其他資料 17 簡明綜合中期收益表 18 簡明綜合中期全面收益表 19 簡明綜合中期資產負債表 21 簡明綜合中期現金流量表 22 簡明綜合中期權益變動表 23 簡明綜合中期財務資料附註 48 公司資料 截 至 二 零 二 五 年 上 半 年（「 期 內 」）， 本 集 團 收 入 為 302,381,000 港 元（ 二 零 二 四 年 同 期 ： 489,398,000 港 元 ）， 較 去 年 同 期 下 降 38% 。 其 中： 管理層討論及分析 總 體 來 說 ， 雖 然 發 行 可 換 股 債 券 的 利 息 增 加 導 致 融 資 費 用 淨 額 比 去 年 同 期 增 加 50% 至 10,283,000港 元（ 二 零 二 四 年 同 期 ： 6,866,000 港 元 ）, 但 由 於 受 惠 於 醫 智 諾 和 獴 哥 健 康 的 分 部 虧 損 分 別 收 窄 30% 及 56% 至 11,860,000港 元（ 二 零二四年同期：1 ...