梦东方(00593) - 2025 - 中期业绩

Performance Summary Financial Highlights In mid-2024, the Group's total revenue significantly increased to HKD 82.3 million, up 875.3% year-on-year due to increased property sales, while net loss narrowed significantly to HKD 50.5 million; however, loss attributable to owners of the Company expanded to HKD 1,484.1 million, indicating severe financial distress Financial Highlights | Indicator | For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2023 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Revenue | 82.3 million HKD | 8.4 million HKD | +875.3% | | Net Loss | 50.5 million HKD | 378.3 million HKD | -86.6% | | Deficit Attributable to Owners of the Company | 1,484.1 million HKD (as of 2024/6/30) | - | - | Dividend Policy Given the Company's current financial condition and liquidation proceedings, the Board does not recommend the payment of any interim dividend - The Board does not recommend the payment of any interim dividend[4] Company Status and Restructuring Progress Business Review The Group's core business involves property development projects in mainland China, with its flagship project nearing completion; to address going concern challenges, the Company has implemented asset revitalization, debt reduction, and new business exploration measures, while also pursuing legal action to regain control of subsidiaries lost since November 2023 - The Group's flagship property development project is located in mainland China, near famous landmarks, and is nearing completion[5] - To stabilize its financial position, the Group has implemented a series of measures, including: - Revitalizing assets through leasing, joint ventures, and divestments - Optimizing debt through creditor negotiations - Exploring new projects such as property development and hotel services[6][9] - The Group has initiated legal action to regain control of certain subsidiaries and a joint venture deemed to have lost control since November 2023[6] Company Liquidation and Share Suspension The Company was ordered to be wound up by the Hong Kong High Court on March 11, 2024, with its shares suspended from trading on the same day, and Messrs. Ma Tak Man and Wong Kwok Keung of Kroll Advisory (Hong Kong) Limited were appointed as joint and several liquidators on August 14, 2024 - The Company was ordered to be wound up by the Hong Kong High Court on March 11, 2024, and Messrs. Ma Tak Man and Wong Kwok Keung were appointed as joint and several liquidators on August 14 of the same year[7] - The Company's shares have been suspended from trading on the Stock Exchange since March 11, 2024, and remain suspended as of the date of this announcement[8] Proposed Restructuring The liquidators are advancing a debt restructuring scheme, the 'Scheme of Arrangement,' which was approved by creditors on July 30, 2025; the Company will seek court approval on August 27, 2025, and successful implementation would discharge most liabilities and permanently stay the winding-up proceedings - The liquidators are working to restructure the Company's debt through a series of restructuring transactions, centered on a 'Scheme of Arrangement' entered into with creditors[10] - The Scheme of Arrangement was approved at the creditors' meeting on July 30, 2025, and is awaiting court approval at a hearing on August 27, 2025[10] - If the scheme is approved and successfully implemented, most of the Company's liabilities will be compromised and discharged, and an application will be made to permanently stay the winding-up proceedings[11] Outlook Macro Market Outlook The Company anticipates an improvement in the Chinese real estate market, supported by the government's 'houses are for living, not for speculation' principle and a series of easing policies, such as relaxed purchase restrictions and expanded urban redevelopment, expecting a gradual stabilization and recovery - The Chinese government adheres to the principle that "houses are for living, not for speculation" and emphasizes stabilizing the real estate market[12][13] - The government is expected to relax housing restrictions and expand urban redevelopment to stimulate demand, and the Company believes the Chinese property market will improve[12] - With the resumption of economic activity and the introduction of support measures like the "Three Arrows" policy, the real estate market is expected to gradually stabilize and recover[13] Company's Future Strategy The Group will actively de-stock completed property inventory, explore asset revitalization opportunities such as changing property use or selling entire buildings, and develop new property projects, while also negotiating with financial institutions to improve its debt profile in preparation for restructuring and future expansion - The Company will actively accelerate the de-stocking of completed properties and explore the feasibility of asset revitalization, including changing property use and selling entire buildings[12] - The Group is actively developing multiple new property projects in major Chinese cities to capitalize on strong economic growth and urbanization trends[14] - The Group will negotiate with various financial institutions regarding its outstanding borrowings to improve its debt and financial capital structure[14] Financial Statements and Notes Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2024, the Group's revenue was HKD 82.3 million, primarily from property sales, representing significant year-on-year growth, with a loss for the period of HKD 50.5 million, a notable reduction from HKD 378.3 million in the prior year, and basic loss per share of HKD 0.10 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item (thousand HKD) | For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Revenue | 82,342 | 8,443 | | Gross Profit | 37,924 | 5,440 | | Loss Before Tax | (42,458) | (378,255) | | Loss for the Period | (50,542) | (378,255) | | Loss for the Period Attributable to Owners of the Company | (50,536) | (376,657) | | Basic Loss Per Share | (0.10) HKD | (1.32) HKD | Condensed Consolidated Statement of Financial Position As of June 30, 2024, the Group was in a net liability position with total deficit reaching HKD 1,484.1 million and net current liabilities amounting to HKD 1,921.6 million, indicating severe liquidity pressure Condensed Consolidated Statement of Financial Position | Item (thousand HKD) | As of June 30, 2024 | As of December 31, 2023 | | :--- | :--- | :--- | | Non-current Assets | 450,812 | 461,779 | | Current Assets | 376,487 | 344,417 | | Current Liabilities | 2,298,127 | 2,227,434 | | Non-current Liabilities | 13,255 | 13,593 | | Net Current Liabilities | (1,921,640) | (1,883,017) | | Total Net Liabilities/Deficit | (1,484,083) | (1,434,831) | Notes to the Financial Statements The notes detail the basis of financial statement preparation, highlighting significant going concern uncertainties due to the Company's liquidation and severe liquidity issues, while also disclosing revenue sources, segment information, expenses, taxation, loss per share, and major liability components Basis of Preparation and Going Concern The financial statements are prepared on a going concern basis, but significant uncertainties exist as the Company was ordered to be wound up in March 2024, and certain subsidiaries ceased to be consolidated (lost control) since November 2023; the Group's current liabilities significantly exceed current assets, with its ability to continue as a going concern dependent on successful debt restructuring, new financing, and accelerated property sales - The Company was subject to a winding-up petition in November 2023 and was ordered to be wound up by the High Court on March 11, 2024[22] - Due to interference from the former controlling shareholder, certain subsidiaries and a joint venture ceased to be consolidated (i.e., control was lost) since November 2023, and the liquidators have not yet been able to retrieve their accounting books and records[23] - As of June 30, 2024, the Group's current liabilities exceeded current assets by approximately HKD 1,921.6 million, with a capital deficit of approximately HKD 1,484.1 million, and cash and cash equivalents of only approximately HKD 4.7 million, indicating material uncertainties that may cast significant doubt on its ability to continue as a going concern[26][28] - The Group has implemented several measures to alleviate liquidity pressure, including seeking new financing, accelerating property sales, controlling costs, and undertaking debt restructuring[28] Revenue and Segment Information During the review period, all of the Group's HKD 82.3 million revenue was derived from property sales in China, recognized at a point in time; compared to the prior period, rental income and tourism park operations generated no revenue, resulting in only one reportable segment: property development and leasing Revenue by Source | Revenue Source (thousand HKD) | For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Property Sales | 82,342 | 1,015 | | Rental Income | – | 4,528 | | Tourism Park Operations | – | 2,900 | | Total | 82,342 | 8,443 | - For the current review period, senior management determined there are no reportable segments other than property development and leasing; in the prior period, there were two segments: property development and leasing, and tourism park operations[38][40] Key Profit or Loss Items Finance costs, totaling HKD 80.6 million, were a primary contributor to the loss, mainly from bank borrowings and bond interest; net other gains and losses amounted to HKD 0.268 million in gain, a significant improvement from the substantial loss in the prior period due to investment property disposals Finance Costs | Finance Costs (thousand HKD) | For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Interest on Bank and Other Borrowings | 41,313 | 196,324 | | Interest on Convertible Bonds and Bonds | 39,291 | 98,285 | | Total | 80,604 | 287,664 | - Net other gains and losses amounted to a gain of HKD 0.268 million, compared to a loss of HKD 129 million in the prior period, primarily due to a substantial loss from the disposal of investment properties in the prior period[42] - Income tax expense was HKD 0.808 million, entirely attributable to PRC Land Appreciation Tax[46] Loss Per Share and Dividends Basic and diluted loss per share narrowed to HKD 0.10 from HKD 1.32 in the prior period; potential conversion of convertible bonds and share options was not considered due to their anti-dilutive effect, and the Board does not recommend an interim dividend Loss Per Share | Item | For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Loss Attributable to Owners (thousand HKD) | (50,536) | (376,657) | | Weighted Average Number of Shares (thousand shares) | 522,378 | 285,491 | | Basic and Diluted Loss Per Share | (0.10) HKD | (1.32) HKD | - The Directors do not recommend the payment of an interim dividend for the six months ended June 30, 2024, and 2023[47] Trade and Other Payables At the end of the reporting period, trade and bills payables amounted to HKD 75.0 million, with all balances aged over 365 days, reflecting the Group's payment pressure Ageing Analysis of Trade and Other Payables | Ageing Analysis (thousand HKD) | As of June 30, 2024 | As of December 31, 2023 | | :--- | :--- | :--- | | 0 to 180 days | – | – | | 181 to 365 days | – | – | | Over 365 days | 75,036 | 76,932 | | Total | 75,036 | 76,932 | Management Discussion and Analysis Liquidity and Financial Resources As of June 30, 2024, the Group reported net liabilities of HKD 1,484.1 million, net current liabilities of HKD 1,921.6 million, and a current ratio of only 0.16, indicating extreme financial strain; the report details the defaulted 'CCB International Bonds' and their subsequent handling, as well as the historical conversion of the 'Tianyang Convertible Bonds' Liquidity and Financial Resources | Indicator | As of June 30, 2024 | As of December 31, 2023 | | :--- | :--- | :--- | | Net Liabilities | 1,484.1 million HKD | 1,434.8 million HKD | | Net Current Liabilities | 1,921.6 million HKD | 1,883.0 million HKD | | Current Ratio | Approx. 0.16 times | Approx. 0.21 times | - The history of the 'Tianyang Convertible Bonds' is disclosed, whose maturity date was extended to 2025 and subsequently fully converted into Company shares in early 2024[53][56] - The default of the 'CCB International Bonds' upon maturity in June 2021 is disclosed, which led to the appointment of receivers and the eventual placement of the controlling shareholder's pledged shares and convertible bonds[54][55] Going Concern and Mitigation Measures Management reiterated five key measures to address severe liquidity issues and going concern risks, primarily focusing on seeking new financing, accelerating property sales, negotiating with lenders, controlling costs, and advancing the debt restructuring plan - To improve liquidity and financial position, the Company is implementing several measures, including: - Actively negotiating financing solutions with financial institutions - Accelerating pre-sales and sales of properties under development and completed properties - Identifying potential investors and seeking extensions for bank borrowings - Controlling administrative expenses through headcount optimization and salary adjustments - Undertaking debt restructuring via the 'Scheme of Arrangement'[57][58] Risk Management and Asset Pledges The Group primarily faces currency risk between RMB and HKD but has not undertaken hedging; as of period-end, approximately HKD 504.6 million in properties under development for sale and investment properties were pledged to secure bank borrowings - The Group's operations are mostly transacted in RMB and HKD, exposing it to exchange rate fluctuation risks, but no currency hedging arrangements were made during the period[59] - As of June 30, 2024, properties under development for sale with a carrying amount of approximately HKD 364.7 million and investment properties of approximately HKD 139.9 million were pledged to banks and financial institutions as collateral for borrowings[60] Operations and Other Matters As of period-end, the Group's employee count significantly reduced to 14; the Group is involved in legal claims totaling approximately HKD 1.9 million, primarily related to defaults on bank loan repayments; subsequent to the reporting period, the 'Tianyang Convertible Bonds' were fully converted into shares, and the debt restructuring plan is progressing - As of June 30, 2024, the Group's employee count was approximately 14, a significant reduction from 66 in the prior year[63] - The Group is involved in multiple legal claims totaling approximately HKD 1.9 million, primarily concerning defaults on bank loan repayments[64] - Post-reporting period events primarily include the full conversion of the Tianyang Convertible Bonds and the advancement of the proposed 'Scheme of Arrangement' for restructuring[66][67] Other Information Corporate Governance and Compliance Due to the Company's liquidation status, directors' powers have been suspended since March 11, 2024, precluding compliance with corporate governance codes, and the audit committee did not review the interim results; the liquidators will ensure compliance once share trading resumes - As the Company is controlled by the liquidators and the directors' powers have been suspended, the Company's current directors are unable to comply with the Corporate Governance Code[69] - Due to the suspension of directors' powers, the Audit Committee's powers are also suspended, and thus it did not review these interim results[72] Continued Suspension of Trading The Company's shares have remained suspended from trading on the Stock Exchange since March 11, 2024, until further notice; the liquidators, due to limited information, cannot confirm the completeness or accuracy of past performance and advise shareholders and potential investors to exercise caution when dealing in the Company's shares - The Company's shares have been suspended from trading on the Stock Exchange since March 11, 2024, and will continue to be suspended until further notice[73] - The liquidators state that due to limited information available, they cannot confirm the completeness, existence, and accuracy of the Group's past performance[76] - Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Company's shares[75]