盛洋投资(00174) - 2024 - 中期业绩

Interim Results Highlights & Outlook The Group achieved revenue growth and significantly narrowed its loss in the interim period, with a positive outlook for future operational adjustments and shareholder returns Performance Overview The Group achieved revenue growth and significantly narrowed its loss in the 2024 interim period, primarily due to a relatively stable global economy and reduced property value fluctuations; the Board does not recommend an interim dividend Interim Financial Performance | Metric | 2024 Interim Period (HKD Million) | 2023 Interim Period (HKD Million) | | :--- | :--- | :--- | | Revenue | 596 | 512 | | Loss attributable to shareholders | 30 | 379 | Business Outlook For the second half of 2024, the Federal Reserve is expected to initiate interest rate cuts despite US inflation pressures and presidential election uncertainties, with the company flexibly adjusting strategies to enhance competitiveness and shareholder returns - The Federal Reserve is expected to initiate interest rate cuts, but the US presidential election may introduce significant uncertainties to overall economic policies and international politics, potentially impacting asset prices in the short and long term[2] - The company will continue to leverage its professional and experienced team to respond to market changes, timely adjust operational strategies, and enhance competitiveness to achieve better investment returns for shareholders[2] Business Review The Group's core business involves property investment and development in the US and Hong Kong, with US investment properties forming the largest asset component Overall Business Overview The Group primarily engages in property investment in the US and Hong Kong, US property development, and other businesses, with US investment properties accounting for 66% of total assets as of June 30, 2024, and all US properties managed by GR Realty Asset Allocation by Category | Asset Category | Percentage of Total Assets (June 30, 2024) | | :--- | :--- | | US Investment Properties | 66% | | US Properties Held for Sale | 9% | | Hong Kong Investment Properties | 4% | - All of the Group's properties in the US are managed by Gemini Rosemont Realty LLC (GR Realty), which operates as an integrated real estate platform investing in and managing property funds as a general partner, generating stable income, cash flow, and potential capital gains and fee income from property appreciation[3] US Property Investment As of June 30, 2024, the US investment property portfolio, valued at HKD 6.87 billion, increased from year-end 2023, with no acquisitions or disposals during the period, but completed development units were leased, resulting in decreased rental income and an average occupancy rate of 72% US Investment Properties Carrying Value | Metric | June 30, 2024 (HKD) | December 31, 2023 (HKD) | | :--- | :--- | :--- | | US Investment Properties Carrying Value | 6,870,000,000 | 6,721,000,000 | US Investment Properties Revenue and Occupancy | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Total US Investment Property Revenue | 377,000,000 | 444,000,000 | | Average Occupancy Rate | 72% | N/A | - As of June 30, 2024, US investment properties' carrying value was allocated with 66% in the West Coast, 20% in the Central US, and 14% in the East Coast[4] US Property Development The Group's US property development projects, including three residential redevelopment projects in New York City, saw a decrease in total carrying value, with significant property sales revenue growth primarily from a Brooklyn project during the period US Property Development Projects Carrying Value | Metric | June 30, 2024 (HKD) | December 31, 2023 (HKD) | | :--- | :--- | :--- | | Total Carrying Value of Property Development Projects | 970,000,000 | 1,350,000,000 | US Property Sales Revenue | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Property Sales Revenue | 215,000,000 | 53,000,000 | - All property sales revenue in the 2024 interim period was contributed by a project in Brooklyn, New York City, completed in the second half of 2023[6] Hong Kong Investment Properties Hong Kong investment properties, primarily Grade A office units in two Hong Kong Island buildings, saw a decrease in carrying value, representing 4% of total assets, with stable rental income and a 100% average occupancy rate Hong Kong Investment Properties Carrying Value | Metric | June 30, 2024 (HKD) | December 31, 2023 (HKD) | | :--- | :--- | :--- | | Hong Kong Investment Properties Carrying Value | 362,000,000 | 396,000,000 | Hong Kong Investment Properties Rental Income and Occupancy | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Rental Income | 4,000,000 | 4,000,000 | | Average Occupancy Rate | 100% | N/A | Other Businesses Other businesses include fund and securities investments, with a significant increase in the securities investment portfolio and revenue growth, while the fund investment portfolio's carrying value slightly decreased, recognizing fair value losses Securities Investment Portfolio | Metric | June 30, 2024 (HKD) | December 31, 2023 (HKD) | | :--- | :--- | :--- | | Securities Investment Portfolio (Held for Trading) | 122,000,000 | None | Securities Investment Income | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Securities Investment Income | 15,000,000 | 12,000,000 | Fund Investment Portfolio | Metric | June 30, 2024 (HKD) | December 31, 2023 (HKD) | | :--- | :--- | :--- | | Fund Investment Portfolio (Fair Value Through Profit or Loss) | 459,000,000 | 470,000,000 | Fair Value Change of Fund Investments | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Fair Value Change of Fund Investments | Loss 12,000,000 | Gain 4,000,000 | Financial Review The Group's financial performance saw increased revenue driven by property sales, reduced operating expenses, and narrowed fair value losses, despite a slight rise in administrative costs Revenue Analysis The Group's total revenue increased by 16.5% year-on-year, primarily driven by a significant rise in property sales, offsetting reduced rental and ancillary service income due to the sale of certain US investment properties in late 2023 Revenue Breakdown | Revenue Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Rental Income | 288,228 | 350,662 | | Property Leasing Ancillary Services and Management Services Income | 93,236 | 107,420 | | Property Sales | 214,637 | 53,276 | | Other | 211 | 259 | | Total Revenue | 596,312 | 511,617 | - The increase in property sales was due to a development project in Brooklyn, New York City, completed in the second half of 2023, which contributed HKD 215 million in residential unit sales during the 2024 interim period[10] Operating Expenses Total operating expenses decreased by 19.8% year-on-year, primarily due to reduced maintenance, insurance, management expenses, and real estate taxes from US property sales in late 2023, and no write-down of properties held for sale, while inventory and sales costs increased with higher property sales Operating Expenses Breakdown | Expense Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Repairs, Maintenance and Utilities | 74,833 | 83,724 | | Property Insurance and Management Expenses | 24,683 | 26,644 | | Real Estate Taxes | 44,529 | 70,865 | | Cost of Inventories | 136,343 | 48,489 | | Cost of Sales | 13,544 | 1,720 | | Write-down of properties held for sale to net realisable value | – | 133,730 | | Other | 1,746 | 3,277 | | Total Operating Expenses | 295,678 | 368,449 | - The increase in cost of inventories and cost of sales is consistent with the increased revenue from the sale of residential units in a development project in Brooklyn, New York City, completed in the second half of 2023[11] Fair Value Changes & Other Income/Losses Losses from fair value changes in investment properties and assets held for sale significantly narrowed, with an overall 2% decrease in investment property fair value due to declines in US Central, East Coast, and Hong Kong property values, and other income primarily from interest Fair Value Changes in Investment Properties and Assets Held for Sale | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Loss from fair value changes in investment properties and assets held for sale | 167,000,000 | 387,000,000 | - Our investment properties' fair value decreased by 2% overall, with properties in the US Central and East Coast recording a 3% value decrease (approximately HKD 67 million), other US West Coast properties a 1% decrease (approximately HKD 66 million), and Hong Kong investment properties a 9% decrease (approximately HKD 34 million)[12] Other Income Items | Other Income Item | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Interest Income | 6,000,000 | 4,000,000 | | Gain/Loss on Disposal of Investment Properties | None | Gain 4,000,000 | Administrative and Other Expenses Total administrative and other expenses slightly increased, but decreased overall when excluding exchange difference changes, primarily due to reduced business and disposal activities, leading to lower staff costs, legal and professional fees, depreciation, insurance, and information service fees Administrative and Other Expenses Breakdown | Expense Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Staff Costs | 43,177 | 47,986 | | Legal and Professional Fees | 23,815 | 26,220 | | Depreciation | 6,617 | 8,857 | | Exchange Differences | 1,234 | (15,232) | | Total Administrative and Other Expenses | 96,232 | 94,818 | - Excluding the HKD 16 million change in exchange differences, administrative and other expenses decreased by HKD 15 million overall due to fewer business and disposal activities during the 2024 interim period[14] Finance Costs The Group's finance costs for loans (net of capitalised interest) decreased year-on-year, primarily due to the repayment of certain borrowings in the second half of 2023 Finance Costs | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Finance Costs | 167,000,000 | 203,000,000 | Loss Attributable to Limited Partners Loss attributable to limited partners primarily relates to property funds managed by GR Realty, arising from fair value decreases in US Central region investment properties, where the Group holds limited partnership interests Loss Attributable to Limited Partners | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Loss Attributable to Limited Partners | 85,000,000 | 123,000,000 | - A loss of HKD 85 million arising from the decrease in fair value of investment properties primarily located in the US Central region is attributable to limited partners[16] Financial Resources & Liquidity The Group experienced a decrease in cash resources and a significant shift in debt structure towards short-term loans, resulting in a slight increase in the net gearing ratio Cash Resources & Loans The Group's cash resources decreased, but committed undrawn borrowing facilities remain available; total loans slightly declined, yet short-term loans (due within 1 year) significantly increased to 58%, indicating a notable shift in debt structure, with a slight rise in net gearing ratio Cash Resources and Loans | Metric | June 30, 2024 (HKD) | December 31, 2023 (HKD) | | :--- | :--- | :--- | | Cash Resources | 384,000,000 | 456,000,000 | | Committed Undrawn Borrowing Facilities | 273,000,000 | N/A | | Total Loans (excluding lease liabilities) | 3,903,000,000 | 3,943,000,000 | Loan Maturity Profile | Loan Maturity | June 30, 2024 (HKD Million) | Percentage of Loans | December 31, 2023 (HKD Million) | Percentage of Loans | | :--- | :--- | :--- | :--- | :--- | | Within 1 year | 2,265 | 58% | 378 | 9% | | 1 to 2 years | 1,214 | 31% | 1,806 | 46% | | 2 to 5 years | 424 | 11% | 1,576 | 40% | | Over 5 years | – | – | 183 | 5% | | Total | 3,903 | 100% | 3,943 | 100% | Net Gearing Ratio | Metric | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Net Gearing Ratio | 65% | 64% | - All aforementioned loans are denominated in USD; given the HKD peg to USD and all related USD-denominated assets located in the US, the Group considers the corresponding adverse foreign exchange risk arising from USD to be insignificant[18] Financial Guarantees & Pledged Assets The Group provided no financial guarantees for third parties at period-end, but pledged bank deposits and investment properties as loan collateral, with a decrease in the pledged amount of investment properties - As of June 30, 2024, the Group had not provided any financial guarantees for the benefit of third parties[19] Pledged Assets and Secured Loans | Pledged Assets | June 30, 2024 (HKD) | December 31, 2023 (HKD) | | :--- | :--- | :--- | | Pledged Bank Deposits | 82,000,000 | 53,000,000 | | Investment Properties | 5,229,000,000 | 5,679,000,000 | | Total Secured Loans | 3,828,000,000 | 3,943,000,000 | Major Investments, Contingent Liabilities & Capital Commitments The Group held no major investments, nor had any significant contingent liabilities or capital commitments at the period-end - As of June 30, 2024, the Group held no major investments valued at 5% or more of its total assets as of that date[21] - As of June 30, 2024, the Group had no significant contingent liabilities or capital commitments[21] Use of Proceeds from Placing Activities The company raised HKD 179.2 million net from 2020 placing activities to strengthen its financial position and enhance share liquidity; as of June 30, 2024, HKD 96 million was used for US property development working capital, while HKD 83 million for real estate-related investments remains unutilized, expected to be used by Q4 2025 Proceeds from Placing Activities | Metric | Amount (HKD) | | :--- | :--- | | Net Proceeds from Placing Activities | 179,200,000 | | Used for US Property Development Working Capital | 96,000,000 | | Intended for Real Estate-Related Projects but Unutilized | 83,000,000 | - Given current global economic and business uncertainties, the Group has adopted a cautious approach in identifying investment opportunities and has not yet made suitable investments[23] - The company maintains its expected timeline for utilizing the net proceeds for the aforementioned real estate investment projects by the fourth quarter of 2025 or earlier, subject to future market developments and potential further changes[23] Post-Reporting Date Event In July 2024, a company subsidiary entered an agreement with an independent third party to sell a multi-tenant office building in Texas, USA, for USD 9.3 million; completion is subject to precedent conditions, and if completed, the gain will be recognized in 2024 - In July 2024, a subsidiary of the company entered into an amended and restated sale and purchase agreement with an independent third party to sell a multi-tenant office building in Texas, USA, for a total consideration of USD 9.3 million[24] - The completion of the transaction is subject to the fulfillment of certain precedent conditions, thus the transaction may not proceed; upon completion, any gain arising from the disposal will be recognized in 2024[24] Condensed Consolidated Financial Statements The condensed consolidated financial statements for the interim period show a significantly narrowed loss, reduced total assets, increased current liabilities, and a shift from net current assets to net current liabilities Condensed Consolidated Statement of Profit or Loss The unaudited condensed consolidated statement of profit or loss for the six months ended June 30, 2024, shows a significantly narrowed loss for the period of HKD 53,146 thousand compared to the prior year Condensed Consolidated Statement of Profit or Loss | Metric | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Revenue | 596,312 | 511,617 | | Loss before income tax | (37,768) | (395,423) | | Loss for the period | (53,146) | (411,487) | | Loss attributable to shareholders of the Company | (30,310) | (379,245) | | Basic loss per share (HKD) | (0.05) | (0.60) | Condensed Consolidated Statement of Comprehensive Income The unaudited condensed consolidated statement of comprehensive income for the six months ended June 30, 2024, shows a significantly narrowed total comprehensive loss for the period of HKD 56,695 thousand compared to the prior year Condensed Consolidated Statement of Comprehensive Income | Metric | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Loss for the period | (53,146) | (411,487) | | Exchange differences on translation of overseas operations | (3,549) | 17,822 | | Total comprehensive income for the period | (56,695) | (393,665) | | Total comprehensive income attributable to shareholders of the Company | (33,859) | (361,423) | Condensed Consolidated Statement of Financial Position The unaudited condensed consolidated statement of financial position as of June 30, 2024, shows a slight decrease in total assets, a significant increase in current liabilities, resulting in a shift from net current assets to net current liabilities, and a reduction in total equity Condensed Consolidated Statement of Financial Position | Metric | June 30, 2024 (HKD '000) | December 31, 2023 (HKD '000) | | :--- | :--- | :--- | | Total Assets | 10,406,740 | 10,534,179 | | Current Assets | 1,778,789 | 2,080,836 | | Current Liabilities | 2,703,552 | 837,659 | | Net Current (Liabilities) / Assets | (924,763) | 1,243,177 | | Total Equity | 5,396,953 | 5,463,154 | Notes to the Condensed Consolidated Financial Statements These notes detail the basis of preparation, accounting policies, segment information, and specific financial items for the condensed consolidated financial statements, providing context for the reported figures General Information & Basis of Preparation The interim financial statements are prepared in accordance with HKAS 34 and Listing Rules, unaudited but reviewed by auditors, involving judgments, estimates, and assumptions, and presented in HKD - The unaudited condensed consolidated financial statements for the six months ended June 30, 2024, 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 provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[29] - These interim financial statements are unaudited but have been reviewed by BDO Limited, Hong Kong, in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants[31] Principal Accounting Policies The interim financial statements are prepared on a historical cost basis, except for investment properties and certain financial instruments measured at fair value, with new HKFRS standards applied for the first time this period having no significant impact on presented amounts - These interim financial statements are prepared on a historical cost basis, except where applicable, for the Group's investment properties and certain financial instruments which are measured at fair value[32] - The adoption of the new Hong Kong Financial Reporting Standards mentioned above during this period had no significant impact on the amounts presented and/or disclosed in these unaudited condensed consolidated financial statements[32] Segment Information The Group is divided into five main operating segments by geography and business nature: US Property Investment, US Property Development, Hong Kong Property Investment, Fund Investment, and Securities and Other Investments, with detailed analysis of each segment's revenue and results - The Group's reporting and operating segments under HKFRS 8 Operating Segments include: US Property Investment, US Property Development, Hong Kong Property Investment, Fund Investment, and Securities and Other Investments[33] Segment Information | Segment | 2024 Interim Period Segment Revenue (HKD '000) | 2024 Interim Period Segment Results (HKD '000) | June 30, 2024 Segment Assets (HKD '000) | June 30, 2024 Segment Liabilities (HKD '000) | | :--- | :--- | :--- | :--- | :--- | | US Property Investment | 377,289 | 192,694 | 8,134,812 | 4,507,443 | | US Property Development | 214,637 | 42,710 | 1,253,768 | 316,675 | | Hong Kong Property Investment | 4,175 | (30,322) | 362,890 | 4,010 | | Fund Investment | – | (11,615) | 458,796 | 268 | | Securities and Other Investments | 211 | 14,962 | 137,052 | 190 | Revenue - detailed note The note details the Group's revenue components, including rental income, dividend income, property sales revenue, and property leasing ancillary and management services income Revenue Breakdown (Detailed) | Revenue Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Rental income | 288,228 | 350,662 | | Dividend income | 211 | 259 | | Revenue from disposal of properties | 214,637 | 53,276 | | Property leasing ancillary services and management services income | 93,236 | 107,420 | | Total Revenue | 596,312 | 511,617 | Direct Costs & Operating Expenses - detailed note The note details the Group's direct costs and operating expenses, including repairs, maintenance and utilities, property insurance costs, property management expenses, real estate taxes, cost of properties sold, write-down of properties held for trading to net realisable value, and cost of sales Direct Costs and Operating Expenses Breakdown | Expense Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Repairs, maintenance and utilities | 74,833 | 83,724 | | Property insurance costs | 8,082 | 9,329 | | Property management expenses | 16,601 | 17,315 | | Real estate taxes | 44,529 | 70,865 | | Cost of properties sold | 136,343 | 48,489 | | Write-down of properties held for trading to net realisable value | – | 133,730 | | Cost of sales | 13,544 | 1,720 | | Other | 1,746 | 3,277 | | Total Direct Costs and Operating Expenses | 295,678 | 368,449 | Other Income, Gains/Losses - detailed note The note details the components of other income, gains/losses, primarily comprising interest income, with no gains from disposal of investment properties in the current period Other Income, Gains/Losses Breakdown | Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Interest income | 6,466 | 3,806 | | Gain on disposal of investment properties | – | 3,564 | | Other | 82 | 495 | | Total | 6,548 | 7,865 | Finance Costs - detailed note The note details the components of finance costs, primarily comprising interest on bank and other loans, interest expense on lease liabilities, and amortisation of arrangement fees Finance Costs Breakdown | Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Interest on bank and other loans | 161,479 | 194,997 | | Interest expense on lease liabilities | 1,375 | 428 | | Amortisation of arrangement fees | 3,735 | 7,437 | | Total Finance Costs | 166,589 | 202,862 | Income Tax The Group's income tax expense primarily comprises overseas taxation and deferred tax expense, with no Hong Kong profits tax provision made during the period Income Tax Breakdown | Tax Item | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Current tax – Overseas taxation | 9,380 | 13,161 | | Deferred tax expense | 5,998 | 3,000 | | Total Income Tax | 15,378 | 16,064 | - No Hong Kong profits tax provision was made for the six months ended June 30, 2024, and 2023, as the Group had no estimated assessable profits for the period[42] Loss Per Share Basic loss per share is calculated based on the adjusted loss attributable to shareholders and the weighted average number of ordinary shares outstanding, with no adjustment for diluted loss per share due to the anti-dilutive effect of convertible preference shares Loss Per Share Calculation | Metric | 2024 Interim Period (HKD) | 2023 Interim Period (HKD) | | :--- | :--- | :--- | | Basic loss per share | (0.05) | (0.60) | | Adjusted loss attributable to shareholders of the Company | (30,536,000) | (379,471,000) | | Weighted average number of ordinary shares in issue | 635,570,000 | 635,570,000 | - No adjustment for diluted loss per share was made for the six months ended June 30, 2024, and 2023, as the unexercised convertible preference shares had an anti-dilutive effect on the basic loss per share presented[46] Interim Dividend The Board of Directors does not recommend the payment of any dividend for the current interim period - The Board of Directors does not recommend the payment of a dividend for the current interim period (six months ended June 30, 2023: nil)[47] Investment Properties - detailed note The note details the Group's investment property composition, including Hong Kong and US properties, explaining fair value changes and pledging arrangements Investment Properties Breakdown | Property Category | June 30, 2024 (HKD '000) | December 31, 2023 (HKD '000) | | :--- | :--- | :--- | | Hong Kong properties | 362,200 | 396,330 | | US properties | 6,869,846 | 6,720,784 | | Total Investment Properties | 7,232,046 | 7,117,114 | Net Loss from Fair Value Changes in Investment Properties | Metric | 2024 Interim Period (HKD '000) | 2023 Interim Period (HKD '000) | | :--- | :--- | :--- | | Net loss from fair value changes in investment properties | 167,284 | 347,564 | - As of June 30, 2024, approximately 74% of the Group's investment properties were leased out under operating leases[49] - As of June 30, 2024, investment properties of approximately HKD 5.229 billion were pledged as collateral for bank loans of approximately HKD 3.455 billion[49] Financial Assets at Fair Value Through Profit or Loss The note details financial assets at fair value through profit or loss, primarily comprising unlisted fund investments and other assets (membership debentures), with fair values estimated by independent valuers Financial Assets at Fair Value Through Profit or Loss | Asset Category | June 30, 2024 (HKD '000) | December 31, 2023 (HKD '000) | | :--- | :--- | :--- | | Other assets (membership debentures) | 7,930 | 8,210 | | Unlisted fund investments | 458,725 | 470,431 | | Total | 466,655 | 478,641 | - The fair values of these investments as of June 30, 2024, and December 31, 2023, were estimated by Cushman & Wakefield Valuation Advisory Services (HK) Limited and classified within Level 3 of the fair value hierarchy[51] Loans - detailed note The note details the Group's loan composition, including lease liabilities, bank and revolving loans, notes payable, and third-party loans, classified by maturity, with bank loans and notes payable being secured Loans Breakdown | Loan Category | June 30, 2024 (HKD '000) | December 31, 2023 (HKD '000) | | :--- | :--- | :--- | | Lease liabilities | 32,540 | 36,104 | | Bank and revolving loans | 3,455,033 | 3,565,408 | | Notes payable | 373,459 | 377,473 | | Third party loans | 74,181 | – | | Total Loans | 3,935,213 | 3,978,985 | - Bank and revolving loans are non-recourse mortgage loans borrowed by certain Group subsidiaries, secured by legal charges over certain of the Group's investment properties and pledged bank deposits[54] - All notes payable are denominated in USD and secured by legal charges over the equity interests of certain of the Group's US subsidiaries[55] Corporate Governance & Other Information This section confirms the company's adherence to corporate governance codes, auditor review, and securities trading guidelines, along with details on share transactions and report publication Corporate Governance The company complied with all applicable code provisions of Appendix C1 Part 2 (Corporate Governance Code) of the Listing Rules during the 2024 interim period - During the 2024 interim period, the company complied with all applicable code provisions of Appendix C1 Part 2 (Corporate Governance Code) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited when they became effective[56] Review by Auditor and Audit Committee The company's auditor reviewed the Group's unaudited interim financial information, and the Audit Committee reviewed accounting principles, internal controls, and financial reporting matters - The company's auditor reviewed the Group's unaudited interim financial information for the 2024 interim period in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants[57] - The Audit Committee and the company's management reviewed the accounting principles and practices adopted by the Group and discussed auditing, internal control, and financial reporting matters[57] Code for Securities Transactions by Directors and Relevant Employees The company adopted the Model Code in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions, requiring relevant employees to adhere to a code no less exacting, with all directors confirming compliance - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules as its code of conduct for directors' securities transactions[58] - Following specific enquiries by the company, all directors confirmed their compliance with the required standards set out in the Model Code during the 2024 interim period[58] Purchase, Sale or Redemption of the Company's Listed Shares Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed shares during the 2024 interim period - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed shares during the 2024 interim period[59] Publication of Interim Report The company's 2024 interim report will be dispatched to shareholders and published on the company's website and HKEXnews website in due course - The company's 2024 interim report, containing all applicable information required by the Listing Rules, will be dispatched to the company's shareholders and published on the company's website www.geminiinvestments.com.hk and the HKEXnews website www.hkexnews.hk in due course[60] Acknowledgements The Board of Directors extends its sincere gratitude to all shareholders, business partners, banking institutions, Board members, management, and staff for their support and dedication - The Board of Directors takes this opportunity to sincerely thank all shareholders, business partners, and banking institutions for their trust and strong support over the years, and expresses heartfelt appreciation to the Board members, management, and staff for their hard work and dedication to the Group[62]