梦东方(00593) - 2025 - 中期业绩

Interim Results Summary Financial Performance Overview The Group's total revenue decreased significantly, but its net loss narrowed due to reduced finance costs Financial Highlights | Metric | Six months ended June 30, 2025 (HK$'000) | Six months ended June 30, 2024 (HK$'000) | Change (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 37,100 | 82,300 | (45,200) | -54.9% | | Net Loss | (20,400) | (50,500) | 30,100 | -59.6% | | Deficit attributable to owners of the Company (at period end) | 1,253,600 | 1,208,100 (as at Dec 31, 2024) | 45,500 | 3.8% | - The decrease in revenue was primarily due to a reduction in income from property operations during the review period[3] - The reduction in net loss was mainly attributable to a decrease in finance costs[3] Dividend Recommendation The liquidators do not recommend the payment of any interim dividend - The liquidators do not recommend the payment of any interim dividend[4] Business Review Property Development Projects The Group's flagship property development project in China is nearing completion and benefits from local government support - The Group's flagship property development project is located in China, adjacent to natural and cultural landmarks, and benefits from local government support[5] - The integrated resort tourism area, which combines leisure facilities, cultural experiences, and eco-tourism, is approaching completion[5] Going Concern Measures The Group has implemented strategic measures to stabilize its financial position and is pursuing legal action to regain control of certain subsidiaries - The Group has implemented targeted measures to stabilize its financial position and lay the foundation for long-term value creation[6] - Active legal actions are being taken to regain control of certain subsidiaries and a joint venture that were lost since November 2023[6] - Specific measures include monetizing assets through leasing, joint ventures, and selective disposals; reducing liabilities through creditor negotiations and debt optimization; and exploring new projects in property development, hotel services, themed tourism, and green development[8] Company Winding-up and Appointment of Liquidators The company was ordered to be wound up in March 2024, but proceedings will be permanently stayed once the scheme of arrangement becomes effective - The Company was ordered to be wound up by the High Court of Hong Kong on March 11, 2024[7] - Mr Man Tak Man and Mr Wong Kwok Keung were appointed as joint and several liquidators on August 14, 2024[7] - Pursuant to an order dated August 27, 2025, the winding-up proceedings will be permanently stayed and the liquidators discharged, subject to the scheme of arrangement becoming effective[7] Corporate Restructuring and Outlook Suspension of Trading and Resumption Status Trading in the company's shares has been suspended on the Stock Exchange since March 11, 2024, and remains so - Trading in the Company's shares has been suspended on the Stock Exchange since March 11, 2024, and has not yet resumed[9] Proposed Restructuring The company's debt restructuring via a scheme of arrangement has been approved by creditors and the High Court to resolve most liabilities - The liquidators are working to restructure the Company's debt through restructuring transactions, with the scheme of arrangement approved by the creditors' meeting and the High Court[10] - If the scheme of arrangement is successfully implemented, the majority of the Company's liabilities will be compromised and discharged through the scheme[11] Future Outlook The Group anticipates an improving property market in China and is actively pursuing new projects and debt optimization - The Company believes the property market in China will improve and will actively accelerate the destocking of completed properties and explore asset monetization possibilities[12] - As the property market gradually stabilizes and recovers, real estate investment sentiment is expected to rebound, making property investment a market focus[13] - The Group is actively negotiating with developers on several new property development projects in major Chinese cities and will consult with various financial institutions to improve its liability and financial capital structure[14] Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's loss for the period narrowed to HK$20.4 million despite a revenue decline, driven by reduced finance costs and exchange differences Statement of Profit or Loss Highlights | Metric | Six months ended June 30, 2025 (HK$'000) | Six months ended June 30, 2024 (HK$'000) | Change (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue (Property Sales) | 37,117 | 82,342 | (45,225) | -54.9% | | Cost of sales and services | (33,405) | (44,418) | 11,013 | -24.8% | | Gross Profit | 3,712 | 37,924 | (34,212) | -90.2% | | Finance costs | (18,009) | (80,604) | 62,595 | -77.7% | | Loss before taxation | (20,425) | (42,458) | 22,033 | -51.9% | | Loss for the period | (20,425) | (50,542) | 30,117 | -59.6% | | Exchange difference on translation to presentation currency | (33,823) | 872 | (34,695) | -3978.8% | | Total comprehensive loss for the period | (45,475) | (49,252) | 3,777 | -7.7% | | Basic and diluted loss per share (HK$) | (0.04) | (0.10) | 0.06 | -60.0% | Condensed Consolidated Statement of Financial Position The Group's financial position remains under pressure with net current liabilities of HK$1,656.3 million and an increased deficit Statement of Financial Position Highlights | Metric | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | 415,915 | 407,746 | 8,169 | 2.0% | | Current assets | 328,263 | 361,769 | (33,506) | -9.3% | | Current liabilities | 1,984,600 | 1,964,462 | 20,138 | 1.0% | | Net current liabilities | (1,656,337) | (1,602,693) | (53,644) | 3.3% | | Total assets less current liabilities | (1,240,422) | (1,194,947) | (45,475) | 3.8% | | Net liabilities | (1,253,547) | (1,208,072) | (45,475) | 3.8% | | Deficit attributable to owners of the Company | (1,253,551) | (1,208,077) | (45,474) | 3.8% | - Properties under development for sale decreased from HK$350.1 million to HK$316.7 million[18] - Bank borrowings, convertible bonds, and bonds totaled approximately HK$1,521.4 million, almost all of which is current, while cash and cash equivalents were only about HK$5.2 million[24] Notes to the Condensed Consolidated Financial Statements General Information The company is incorporated in Bermuda and primarily engages in property development, leasing, and tourism park operations - The Group's principal activities are the provision of property development and leasing, and the operation of tourism parks[20] - The Company's functional currency is Renminbi (RMB), and the condensed consolidated financial statements are presented in Hong Kong dollars (HKD)[20] Basis of Preparation and Going Concern The financial statements were prepared under HKAS 34, but a material uncertainty exists regarding the Group's ability to continue as a going concern - The condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 and should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2024[21] - The Company was ordered to be wound up by the High Court on March 11, 2024, and liquidators were appointed on August 14, 2024[22] - The High Court ordered a permanent stay of the winding-up proceedings on August 27, 2025, subject to the scheme of arrangement becoming effective[22] - The Group's current liabilities exceeded its current assets by approximately HK$1,656.3 million, and it had a capital deficiency of approximately HK$1,253.5 million, indicating a material uncertainty regarding its going concern ability[24][25] Going Concern Considerations and Mitigation Measures The Group is actively negotiating financing, accelerating property sales, and restructuring debt to address liquidity pressures - The Group is actively negotiating with financial institutions to secure funding for working capital, repayment of overdue borrowings, and future commitments[26] - Efforts will be made to accelerate the pre-sale and sale of properties under development and completed properties, and to identify potential investors for additional financing[26] - Debt restructuring is being pursued through a scheme of arrangement to fully discharge and release claims against the Company by its creditors[26] - The ability to continue as a going concern depends on successfully obtaining new financing, accelerating property sales, negotiating loan renewals or extensions, persuading lenders not to demand immediate repayment, and successfully completing the restructuring transactions[27][29] Adoption of New/Revised Hong Kong Financial Reporting Standards (HKFRSs) The adoption of an amendment to HKAS 21 during the period did not have a material impact on the Group's financial statements - An amendment to HKAS 21, "Lack of Exchangeability," was applied for the first time during this interim period[28] - The application of this amendment did not have a material impact on the Group's financial performance and position for the current and prior years[28] Revenue The Group's revenue, derived entirely from property sales, decreased substantially compared to the prior year period Revenue by Source | Revenue Source | Six months ended June 30, 2025 (HK$'000) | Six months ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Property sales (Property development) | 37,117 | 82,342 | Segment Information The Group's reportable segments are property development and tourism, with all revenue generated from property development - The Group's reportable segments are: (i) property development and leasing and (ii) tourism park operation[31] Segment Results | Segment | Six months ended June 30, 2025 (HK$'000) | | :--- | :--- | | Revenue from external customers and segment revenue (Property development and leasing) | 37,117 | | Revenue from external customers and segment revenue (Tourism park operation) | – | | Reportable segment results (Property development and leasing) | (14,850) | | Reportable segment results (Tourism park operation) | – | Other Gains and Losses, Net The Group recorded no other net gains or losses during the period, compared to a gain of HK$268 thousand in the prior year Breakdown of Other Gains and Losses | Item | Six months ended June 30, 2025 (HK$'000) | Six months ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Interest income | – | 1 | | Others | – | 267 | | Total | – | 268 | Finance Costs Finance costs decreased significantly due to the absence of interest expenses on convertible bonds and bonds Breakdown of Finance Costs | Item | Six months ended June 30, 2025 (HK$'000) | Six months ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Interest expense on bank borrowings | 18,009 | 41,313 | | Interest expense on convertible bonds and bonds | – | 39,291 | | Total | 18,009 | 80,604 | Loss Before Taxation The loss before taxation was arrived at after charging costs of property sales and depreciation Items Charged in Arriving at Loss Before Taxation | Item | Six months ended June 30, 2025 (HK$'000) | Six months ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Cost of properties sold | 33,405 | 44,418 | | Depreciation of property, plant and equipment | 6 | 1 | Income Tax Expense No income tax expense was recorded due to the absence of assessable profits in Hong Kong and tax losses in China Breakdown of Income Tax Expense | Item | Six months ended June 30, 2025 (HK$'000) | Six months ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Deferred tax (PRC EIT and LAT) | – | 8,084 | - No provision for Hong Kong Profits Tax was made as the Group did not generate any assessable profits in Hong Kong[39] - No provision for Enterprise Income Tax was made as the Group's subsidiaries in China incurred tax losses[39] Dividend The liquidators do not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The liquidators do not recommend the payment of an interim dividend for the six months ended June 30, 2025[40] Loss Per Share The basic and diluted loss per share attributable to owners of the Company improved to HK$0.04 Calculation of Loss Per Share | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company (HK$'000) | (20,424) | (50,536) | | Weighted average number of shares ('000) | 545,796 | 522,378 | | Basic and diluted loss per share (HK$) | (0.04) | (0.10) | Trade and Other Payables Total trade and other payables decreased, with trade payables and notes payable aged over 365 days Breakdown of Trade and Other Payables | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Trade payables and notes payable | 52,999 | 74,300 | | Other payables, accruals and deposits received | 65,874 | 60,613 | | Provision for litigation | 1,901 | 1,882 | | Total | 120,774 | 136,795 | - At the end of the reporting period, the aging of all trade payables and notes payable was over 365 days[43] - The provision for litigation relates to provisions made for the failure to repay bank borrowings[43] Management Discussion and Analysis Liquidity and Financial Resources The Group's liquidity remains tight, with significant net liabilities and a low current ratio Key Financial Ratios | Metric | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Net liabilities | 1,253,500 | 1,208,100 | | Net current liabilities | 1,656,300 | 1,602,700 | | Current ratio | 0.17 times | 0.18 times | | Total current assets | 328,300 | 361,800 | | Total current liabilities | 1,984,600 | 1,964,500 | | Gearing ratio | Negative 1.6 times | Negative 1.6 times | - Cash and cash equivalents are mainly denominated in Renminbi and Hong Kong dollars[44] Going Concern and Mitigation Measures The company is implementing measures including financing negotiations, property sales, and debt restructuring to improve its financial condition - Actively negotiating with financial institutions to secure funding for working capital, repayment of overdue borrowings, and foreseeable future commitments[45] - Striving to accelerate the pre-sale and sale of properties under development and completed properties[45] - Pursuing debt restructuring through a scheme of arrangement to fully discharge and release claims against the Company by its creditors[46] Currency and Financial Risk Management The Group faces no significant foreign exchange risk as most transactions are in RMB and HKD, with no currency hedging arrangements in place - The majority of the Group's business is transacted in Renminbi and Hong Kong dollars, and it does not face any significant foreign exchange fluctuation risk[47] - During the reporting period, the Group did not enter into any currency hedging arrangements[47] Pledge of Assets Properties under development and investment properties have been pledged to banks as security for borrowings Pledged Assets | Pledged Asset | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Properties under development for sale | 316,700 | 350,100 | | Investment properties | 149,600 | 149,600 | - The above assets have been pledged to banks as security for borrowings obtained from various parties[48] Material Investments Held During the review period, the Group held an approximate 51% equity interest in Tianmao Cultural Development (Jiangyin) Co, Ltd - The Group holds an approximate 51% equity interest in Tianmao Cultural Development (Jiangyin) Co, Ltd[49] Material Acquisitions and Disposals of Subsidiaries and Associates The Group had no material acquisitions or disposals of subsidiaries and associates during the review period - During the review period, the Group had no material acquisitions or disposals of subsidiaries and associates[50] Management and Employees The Group maintained a stable workforce of approximately 14 employees and offers competitive remuneration packages Employee Information | Metric | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of employees | Approx 14 | Approx 14 | | Total staff costs (HK$'000) | Approx 400 | Approx 400 | - The Group offers competitive remuneration packages and discretionary bonuses to its employees based on industry practice, individual performance, and the Group's performance[51] Legal Disputes The Group is involved in legal claims amounting to approximately HK$1.9 million related to defaults on bank loan repayments Legal Claims | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Amount of legal claims | Approx 1,900 | Approx 1,900 | - The legal claims primarily relate to defaults on the repayment of bank borrowings incurred in the ordinary course of business[52] Events After the Reporting Period Proposed Restructuring Post-period, the High Court granted a conditional order to permanently stay the winding-up proceedings, contingent on the scheme of arrangement - On August 27, 2025, the High Court granted a conditional order to permanently stay the winding-up proceedings and discharge the liquidators in relation to the Company's debt restructuring scheme of arrangement[54] Proposed Acquisition of Dong Zhi Holdings Limited The company entered an agreement to acquire Dong Zhi Holdings Limited, which holds a property development project in Guangzhou - On August 7, 2025, the Company entered into a sale and purchase agreement to acquire the entire issued share capital of Dong Zhi Holdings Limited for a cash consideration of HK$13,000,000[55] - The target company indirectly holds a property development project located in Huadong Town, Huadu District, Guangzhou, PRC[55] - Upon completion of the proposed acquisition, the target company will become an indirect wholly-owned subsidiary of the Company, and its financial results will be consolidated into the Group's[55] Interim Dividend The liquidators have not declared any interim dividend for the six months ended June 30, 2025 - The liquidators have not declared any interim dividend for the six months ended June 30, 2025[56] Corporate Governance and Other Information Compliance with the Corporate Governance Code The directors were unable to comply with the Corporate Governance Code as their powers have been suspended since the company's winding-up - As the Company is controlled by the liquidators and the directors' powers have been suspended since March 11, 2024, the current directors are unable to comply with the Corporate Governance Code[57] - The Company is not aware of any non-compliance with the Corporate Governance Code for the six months ended June 30, 2025[57] Model Code for Securities Transactions by Directors and Relevant Employees The company has adopted the Model Code as set out in the Listing Rules and is not aware of any non-compliance during the period - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules[58] - The Company is not aware of any non-compliance with the required standards set out in the Model Code for the six months ended June 30, 2025[58] Purchase, Sale or Redemption of Listed Securities Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period - During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[59] Review by Audit Committee The Audit Committee did not review the interim results as its powers were suspended following the winding-up order - As the powers of the directors ceased upon the winding-up order against the Company by the High Court on March 11, 2024, the powers of the Audit Committee were also suspended[60] - The Audit Committee has not reviewed the interim results[60] Publication of Interim Results and Interim Report This announcement is published on the Stock Exchange website, and the interim report will be dispatched to shareholders in due course - This announcement is published on the website of the Stock Exchange (www.hkexnews.hk)[61](index=61&type=chunk) - The interim report of the Company for the review period will be dispatched to the shareholders of the Company and published on the Stock Exchange's website in due course[61] Continued Suspension of Trading Trading in the company's shares has been suspended since March 11, 2024, and will remain suspended until further notice - Trading in the shares of the Company has been suspended on the Stock Exchange with effect from 11:56 am on March 11, 2024[62] - Trading in the shares remains suspended and will continue to be suspended until further notice[62] Liquidators' Statement The liquidators disclaim responsibility for the interim results due to limited information and are acting as agents of the company without personal liability - Due to the limited information available to the liquidators regarding the Group, they are unable to confirm the completeness, existence, and accuracy of the Group's past performance[64] - The liquidators do not accept or assume responsibility for any use of these interim results or for any reliance placed on them by any person to whom they are presented or who may obtain them[64] - The affairs, business, and property of the Company are being managed by the joint and several liquidators solely as agents of the Company and without personal liability[66]