亚证地产(00271) - 2025 - 中期业绩

Unaudited Interim Results for the Six Months Ended June 30, 2025 This section presents the unaudited interim financial results, detailed notes, management's analysis, and corporate governance information for the six months ended June 30, 2025 Condensed Consolidated Financial Statements The Group's financial performance for the six months ended June 30, 2025, significantly deteriorated, reporting a loss of HK$63,263 thousand, primarily due to a substantial increase in fair value losses on investment properties Condensed Consolidated Statement of Profit or Loss This statement details the Group's revenues, expenses, and net loss for the period, highlighting the impact of fair value changes on investment properties Condensed Consolidated Statement of Profit or Loss Key Data (For the Six Months Ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 23,370 | 24,213 | (843) | -3.48% | | Other income | 2,612 | 6,503 | (3,891) | -59.83% | | Other gains (losses) | 686 | (4) | 690 | - | | Finance costs | (13,368) | (17,668) | 4,300 | -24.34% | | Loss from fair value changes of investment properties | (60,047) | (12,790) | (47,257) | 369.48% | | Loss before tax | (64,605) | (15,748) | (48,857) | 310.26% | | Loss for the period | (63,263) | (17,037) | (46,226) | 271.32% | | Basic loss per share (HK cents) | (5.10) | (1.37) | (3.73) | 272.26% | - The loss for the period significantly increased by 271.32%, primarily due to a surge in fair value losses on investment properties from HK$12,790 thousand in 2024 to HK$60,047 thousand in 2025[3] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the Group's total comprehensive expenses, primarily driven by the expanded loss for the period Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (For the Six Months Ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Loss for the period | (63,263) | (17,037) | (46,226) | 271.32% | | Fair value changes of equity instruments at fair value through other comprehensive income | (2,730) | (2,760) | 30 | -1.09% | | Total comprehensive expense for the period | (65,993) | (19,797) | (46,196) | 233.35% | - Total comprehensive expense for the period significantly increased by 233.35%, mainly impacted by the expanded loss for the period[5] Condensed Consolidated Statement of Financial Position This statement provides a snapshot of the Group's assets, liabilities, and equity, indicating a decline in total assets and equity, alongside increased liquidity pressure Condensed Consolidated Statement of Financial Position Key Data (As at June 30) | Indicator | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total non-current assets | 2,257,466 | 2,296,689 | (39,223) | -1.71% | | Investment properties | 2,229,660 | 2,266,120 | (36,460) | -1.61% | | Total current assets | 115,350 | 134,403 | (19,053) | -14.18% | | Cash and cash equivalents | 49,047 | 68,355 | (19,308) | -28.25% | | Total current liabilities | 207,757 | 133,148 | 74,609 | 56.04% | | Bank borrowings (current) | 180,000 | 100,000 | 80,000 | 80.00% | | Net current (liabilities) assets | (92,407) | 1,255 | (93,662) | -7463.11% | | Total equity | 1,676,076 | 1,742,069 | (65,993) | -3.79% | | Total non-current liabilities | 488,983 | 555,875 | (66,892) | -12.03% | | Other borrowings (non-current) | 350,000 | 415,000 | (65,000) | -15.66% | - Net current assets turned into net current liabilities of HK$92,407 thousand as of June 30, 2025, from net current assets of HK$1,255 thousand as of December 31, 2024, primarily due to an 80% increase in current bank borrowings to HK$180,000 thousand[6] - Both total assets and total equity decreased, reflecting a reduction in the company's value[6][7] Notes to the Condensed Consolidated Financial Statements This section details the basis of preparation, accounting policies, revenue breakdown, other income, taxation, loss per share, dividend policy, and specifics of receivables and payables, addressing liquidity challenges and management's going concern assessment Auditor's Review The interim financial report for the six months ended June 30, 2025, was reviewed by Deloitte Touche Tohmatsu, resulting in an unmodified conclusion - The Group's interim financial report for the six months ended June 30, 2025, has been reviewed by Deloitte Touche Tohmatsu in accordance with Hong Kong Standard on Review Engagements 2410, with an unmodified review conclusion issued[8] Basis of Preparation This section outlines the accounting standards and principles used for preparing the condensed consolidated financial statements, including the assessment of going concern amidst liquidity challenges - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and the applicable disclosure requirements of Appendix D2 to the Listing Rules[9] - For the six months ended June 30, 2025, the Group incurred an operating loss of HK$63,263,000 and negative operating cash flow of HK$936,000, with current liabilities exceeding current assets by HK$92,407,000, mainly due to HK$180,000,000 in bank borrowings repayable within twelve months[10] - Management expects rental income from the completed renovation of "The Link" (formerly "Concord Plaza") and has HK$250,000,000 in unused financing facilities from its intermediate holding company, leading the Board to believe the Group has sufficient resources to continue as a going concern[11] Significant Accounting Policies The condensed consolidated financial statements are primarily prepared on a historical cost basis, with certain properties and financial instruments measured at fair value - The condensed consolidated financial statements are primarily prepared on a historical cost basis, except for certain properties and financial instruments measured at fair value[12] - Revisions to Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants were first adopted in this interim period but had no significant impact on the financial position or performance[13] Revenue and Segment Information The Group's revenue primarily derives from property leasing and management in Hong Kong, with no separate segment analysis presented Revenue Composition (For the Six Months Ended June 30) | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Fixed rental income from investment properties | 19,932 | 20,504 | (572) | -2.79% | | Property management fees | 2,613 | 2,509 | 104 | 4.14% | | Dividend income from equity instruments at fair value through other comprehensive income | 825 | 1,200 | (375) | -31.25% | | Total Revenue | 23,370 | 24,213 | (843) | -3.48% | - The Group's revenue primarily comes from property leasing and property management, which executive directors consider as a single operating segment, thus no segment analysis is performed[15] - Revenue is derived solely from Hong Kong, and non-current assets are mainly located in Hong Kong[15] Other Income Other income significantly decreased due to the absence of loan interest income and reductions in bank interest and management service fees Other Income Composition (For the Six Months Ended June 30) | Income Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Bank interest income | 1,267 | 2,398 | (1,131) | -47.16% | | Loan interest income | – | 2,236 | (2,236) | -100.00% | | Interest income from other receivables | 137 | 149 | (12) | -8.05% | | Management service fee income from intermediate holding company | 380 | 610 | (230) | -37.70% | | Management service fee income from fellow subsidiaries | 221 | 210 | 11 | 5.24% | | Others | 607 | 900 | (293) | -32.56% | | Total Other Income | 2,612 | 6,503 | (3,891) | -59.83% | - Total other income significantly decreased by 59.83%, mainly due to the absence of loan interest income and reductions in bank interest income and management service fee income from the intermediate holding company[16] Other Gains (Losses) The Group recorded a net exchange gain for the period, a reversal from the prior year's loss Net Exchange Gains (Losses) (For the Six Months Ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Net exchange gains (losses) | 686 | (4) | 690 | - A net exchange gain of HK$686 thousand was recorded for the current period, compared to a loss of HK$4 thousand in the prior period[17] Income Tax (Credit) Expense The Group's income tax shifted from an expense to a credit, primarily due to an increase in deferred tax credit Income Tax (Credit) Expense (For the Six Months Ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Hong Kong income tax | 550 | 2,040 | (1,490) | | Over-provision in prior years - Hong Kong income tax | – | (18) | 18 | | Deferred tax | (1,892) | (733) | (1,159) | | Income tax (credit) expense for the period | (1,342) | 1,289 | (2,631) | - Income tax for the period shifted from an expense of HK$1,289 thousand last year to a credit of HK$1,342 thousand, mainly due to an increase in deferred tax credit[18] Loss for the Period This section details the components contributing to the loss for the period, including increased direct operating expenses for investment properties Loss for the Period Items Deducted (For the Six Months Ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 33 | 48 | | Direct operating expenses for investment properties that generated rental income | 8,284 | 4,540 | | Direct operating expenses for investment properties that did not generate rental income | 2,837 | 2,201 | - Direct operating expenses for investment properties that generated rental income significantly increased year-on-year, from HK$4,540 thousand to HK$8,284 thousand[18] Loss Per Share Basic loss per share significantly increased, reflecting a deterioration in the Group's profitability Loss Per Share Calculation (For the Six Months Ended June 30) | Indicator | 2025 (HK$ thousand/share) | 2024 (HK$ thousand/share) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company | (63,263) | (17,037) | | Number of ordinary shares (thousand shares) | 1,240,669 | 1,240,669 | | Basic Loss Per Share (HK cents) | (5.10) | (1.37) | - Basic loss per share increased from 1.37 HK cents in 2024 to 5.10 HK cents in 2025, reflecting a deterioration in profitability[20] - Diluted loss per share is not presented as there are no potential ordinary shares outstanding[21] Dividends The Board resolved not to declare any interim dividend for the period ended June 30, 2025 - The Board resolved not to declare any interim dividend for the six months ended June 30, 2025 (2024: nil)[22] Trade and Other Receivables, Prepayments and Deposits Total trade and other receivables, prepayments, and deposits increased, primarily driven by a rise in trade receivables Trade and Other Receivables, Prepayments and Deposits (As at June 30) | Item | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade receivables | 4,946 | 3,777 | 1,169 | 30.95% | | Other receivables | 9,130 | 6,557 | 2,573 | 39.24% | | Prepayments and deposits | 2,254 | 2,360 | (106) | -4.49% | | Total | 16,330 | 12,694 | 3,636 | 28.64% | - Total trade and other receivables increased by 28.64%, with trade receivables (rental receivables) increasing by 30.95%, and receivables aged 61-90 days rising from zero to HK$1,066 thousand[23][25] Payables and Accrued Expenses Total payables and accrued expenses decreased, mainly due to a significant reduction in other payables Payables and Accrued Expenses (As at June 30) | Item | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade payables | 702 | 371 | 331 | 89.22% | | Other payables | 6,459 | 13,922 | (7,463) | -53.61% | | Tenant deposits | 15,670 | 14,396 | 1,274 | 8.85% | | Accrued operating expenses | 3,474 | 3,463 | 11 | 0.32% | | Total | 26,305 | 32,152 | (5,847) | -18.19% | - Total payables and accrued expenses decreased by 18.19%, primarily due to a significant 53.61% reduction in other payables[26] - Trade payables increased by 89.22% year-on-year[26] Management Discussion and Analysis Management reviews the financial results and business operations, attributing the expanded loss to fair value changes in investment properties, while expressing optimism for future liquidity through new mall operations and funding support Financial Results The Group's revenue slightly decreased, and the loss for the period significantly increased, primarily due to fair value losses on investment properties - For the six months ended June 30, 2025, the Group's revenue was HK$23,370,000, a decrease of approximately 3% year-on-year[27] - The loss for the period was HK$63,263,000, a significant increase from HK$17,037,000 in the prior period, mainly due to a net decrease in fair value of investment properties from HK$12,790,000 to HK$60,047,000[27] Business Review The Group primarily operates in property investment, leasing, and management in Hong Kong, with a new shopping mall expected to commence operations in the second half of 2025 - The Group primarily engages in property investment, property leasing, and property management businesses in Hong Kong[28] - Commercial properties at Grand Crystal Centre maintained an average occupancy rate of approximately 90%, showing satisfactory rental income performance[28] - Renovation of the shopping mall "The Link" (formerly "Concord Plaza") has been completed, with active tenant recruitment underway, and operations are expected to commence in the second half of 2025[28] Financial Review This section provides an overview of the Group's assets, liabilities, liquidity, and funding, highlighting changes in financial position and debt ratios Group's Assets and Pledges Total assets and net assets decreased, while bank borrowings significantly increased Assets and Pledges Key Data | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total assets | 2,372,816 | 2,431,092 | (58,276) | -2.40% | | Net assets | 1,676,076 | 1,742,069 | (65,993) | -3.79% | | Carrying value of pledged investment properties | 1,269,000 | 1,294,000 | (25,000) | -1.93% | | Bank borrowings | 180,000 | 100,000 | 80,000 | 80.00% | - Total assets and net assets both decreased, while bank borrowings significantly increased by 80%[29] Group's Financial Position, Liquidity and Funding Total liabilities slightly increased, cash and bank deposits decreased, and the gearing ratio rose, with available funding from the intermediate holding company Financial Position, Liquidity and Funding Key Data | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total liabilities | 696,740 | 689,023 | 7,717 | 1.12% | | Cash and bank deposits | 49,047 | 68,355 | (19,308) | -28.25% | | Total Liabilities to Total Assets Ratio | 29% | 28% | 1% | - | | Other borrowings (non-current) | 350,000 | 415,000 | (65,000) | -15.66% | | Bank loans (current) | 180,000 | 100,000 | 80,000 | 80.00% | | Total equity | 1,676,076 | 1,742,069 | (65,993) | -3.79% | | Gearing Ratio (Net Debt to Total Equity) | 29% | 26% | 3% | - | - Total liabilities slightly increased, cash and bank deposits decreased, and the gearing ratio rose from 26% to 29%[30] - The Group holds HK$250,000,000 in unused financing facilities from its intermediate holding company to maintain flexible and sufficient cash flow[31] Significant Lending Transactions The Group utilizes financial resources through loan note subscriptions and lending to enhance shareholder returns, ensuring sufficient working capital - The Group effectively utilizes financial resources through subscribing to loan notes and granting loans to enhance shareholder returns[32] - During the period, the Group did not grant any loans to borrowers[32] - The Group ensures sufficient working capital after resource allocation[33] Significant Acquisitions and Disposals There were no significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the reporting period - For the six months ended June 30, 2025, and up to the date of this announcement, the Group had no significant acquisitions or disposals of subsidiaries, associates, or joint ventures[34] Significant Investments As of June 30, 2025, the Group held no significant investments exceeding 5% of total assets - As of June 30, 2025, the Group had no significant investments exceeding 5% of total assets[35] Contingent Liabilities The Group had no significant contingent liabilities as of June 30, 2025 - The Group had no significant contingent liabilities as of June 30, 2025[36] Events After Reporting Period No significant events affecting the Group occurred after the reporting period and up to the date of this announcement - No significant events affecting the Group occurred after the end of the reporting period and up to the date of this announcement[37] Employees The Group's employee count slightly increased, with all staff employed in Hong Kong and compensated based on market rates and performance Number of Employees | Date | Number of Employees | | :--- | :--- | | June 30, 2025 | 31 | | December 31, 2024 | 30 | - The Group's employee count slightly increased, with all employees hired in Hong Kong, and remuneration packages are competitive with market rates and performance-based[38] - Employees in Hong Kong are provided with medical insurance and Mandatory Provident Fund contributions[39] Business Outlook The Hong Kong retail property leasing market remains challenging, with the Group adopting a cautious yet opportunistic strategy focused on operational efficiency and financial discipline - The Hong Kong retail property leasing market remains challenging in 2025, with rental prices and occupancy rates under continuous pressure, despite recent year-on-year growth in sales value[40] - The "The Link" shopping mall is expected to open in the second half of 2025, having attracted diverse tenants, but leasing success still depends on securing key tenant commitments in a competitive environment[40] - Macroeconomic growth has not yet translated into substantial improvements in retail property fundamentals, and the benefits of monetary policy adjustments to the retail leasing market may be slow to materialize[40] - The Group will maintain a cautious yet opportunistic strategy, focusing on operational efficiency and selective capital allocation, with financial discipline as a priority[41] Corporate Governance and Other Information The Board decided against an interim dividend and disclosed certain deviations from the Corporate Governance Code regarding the terms of reference for the Remuneration and Audit Committees Interim Dividend The Board deemed it prudent to retain funds for future business development opportunities, thus not recommending an interim dividend - The Board considers it prudent to retain an appropriate level of funds to seize future business development opportunities, thus not recommending an interim dividend for the six months ended June 30, 2025 (2024: nil)[42] Compliance with Corporate Governance Code The Company generally complied with the Corporate Governance Code, with noted deviations concerning the scope of the Remuneration and Audit Committees' terms of reference - The Company has applied and complied with the Corporate Governance Code set out in Appendix C1 to the Listing Rules, with certain deviations[43] - The terms of reference for the Remuneration Committee only recommend to the Board the remuneration packages of executive directors (excluding senior management), which deviates from Code Provision E.1.2[43] - The terms of reference for the Audit Committee deviate from Code Provision D.3.3 in areas such as recommending rather than appointing external auditors, monitoring rather than ensuring risk management and internal controls, promoting rather than ensuring coordination between internal and external auditors, and reviewing rather than ensuring the adequacy of internal audit function resources[44] - The Board believes the Remuneration Committee and Audit Committee should continue to operate under their existing terms of reference, which will be reviewed at least annually[45] Review by Audit Committee The Audit Committee reviewed the Group's accounting principles and financial reporting, relying on the external auditor's review rather than a detailed independent audit - The Audit Committee has reviewed the accounting principles and practices adopted by the Group and discussed matters related to internal controls and financial reporting[46] - The Audit Committee relied on the external auditor's review conducted in accordance with Hong Kong Standard on Review Engagements 2410 and management's report, without conducting a detailed independent audit[46] Purchase, Sale or Redemption of Listed Securities Neither the Company nor its subsidiaries repurchased, sold, or redeemed any of the Company's listed securities during the reporting period - Neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of the Company's listed securities during the six months ended June 30, 2025[47] Board Information As of the announcement date, the Board comprises executive directors Mr. Li Sing Wai (Chairman), Mr. Li Shu Yin (CEO), Mr. Lo King Yau, and Mr. To Chan Sang, along with independent non-executive directors Mr. Li Chak Hung, Ms. Yeung Lai Sum, and Mr. Cheng Tsz Kin - As of the announcement date, the Board comprises executive directors Mr. Li Sing Wai (Chairman), Mr. Li Shu Yin (Chief Executive Officer), Mr. Lo King Yau, and Mr. To Chan Sang, as well as independent non-executive directors Mr. Li Chak Hung, Ms. Yeung Lai Sum, and Mr. Cheng Tsz Kin[49]