莱蒙国际(03688) - 2025 - 中期业绩

Executive Summary The Group's revenue grew significantly, but the loss attributable to equity holders widened due to valuation losses on investment properties and other factors Key Financial and Operating Data Overview for H1 2025 | Indicator | H1 2025 (HK$) | H1 2024 (HK$) | YoY Change | Remarks | | :--- | :--- | :--- | :--- | :--- | | Property and car park pre-sales value | 451,100,000 | 416,100,000 | +8.4% | Property pre-sales value HK$450,100,000 | | Pre-sold saleable GFA | 9,162 sq.m. | 3,800 sq.m. | +141.1% | | | Average selling price of pre-sold properties | 49,126.8 HK$/sq.m. | 108,763.2 HK$/sq.m. | -54.8% | | | Revenue | 737,300,000 | 453,500,000 | +62.6% | | | Recurring rental income from investment properties | 105,400,000 | 114,400,000 | -7.9% | | | Gross loss ratio | 2.6% | 22.5% | Improvement | | | Loss attributable to equity holders and holders of perpetual convertible securities | 746,500,000 | 539,200,000 | +38.4% | Loss widened | | Basic and diluted loss per share | 48.8 HK cents | 35.3 HK cents | +38.2% | Loss widened | | Net gearing ratio (as of June 30) | 84.7% | 80.0% (Dec 31, 2024) | Increased | | | Fair value of investment properties (as of June 30) | 5,926,400,000 | - | - | Approx. 39.3% of total assets | | Number of projects held (as of June 30) | 16 | - | - | Est. net saleable/leasable GFA approx. 397,015 sq.m. | - The Group faces material uncertainties regarding its ability to continue as a going concern, primarily due to the deteriorating property market, tightening financing environment, and foreign exchange restrictions on remitting funds from Mainland China[12] - No interim dividend was declared for the period, consistent with the prior year[3] Interim Results Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, the Group's revenue grew significantly by 62.6% to HK$737.3 million, while the gross loss ratio improved to 2.6%; however, a substantial increase in valuation losses on investment properties led to wider pre-tax and period losses, with the loss attributable to equity holders increasing to HK$746.5 million Key Data from Consolidated Statement of Profit or Loss | Indicator | H1 2025 (HK$ thousands) | H1 2024 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 737,293 | 453,529 | +62.6% | | Direct costs | (756,784) | (555,752) | +36.2% | | Gross loss | (19,491) | (102,223) | -80.9% | | Valuation loss on investment properties | (635,122) | (79,796) | +695.9% | | Other income | 58,236 | 56,437 | +3.2% | | Other net losses | (3,070) | (108,878) | -97.2% | | Selling and marketing expenses | (105,088) | (64,332) | +63.4% | | Administrative expenses | (102,410) | (95,118) | +7.7% | | Loss from operating activities | (806,945) | (396,973) | +103.3% | | Finance costs | (83,826) | (151,842) | -44.8% | | Loss before tax | (891,040) | (552,864) | +61.2% | | Income tax credit/(expense) | 140,730 | (7,716) | Turnaround to credit | | Loss for the period | (750,310) | (560,580) | +33.8% | | Loss attributable to equity holders and holders of perpetual convertible securities | (746,462) | (539,187) | +38.4% | | Basic loss per share (HK cents) | (48.8) | (35.3) | +38.2% | | Diluted loss per share (HK cents) | (48.8) | (35.3) | +38.2% | Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's total comprehensive loss narrowed to HK$586.6 million from HK$716.6 million in the prior year period, mainly due to a turnaround from loss to gain on exchange differences arising from the translation of foreign subsidiaries' financial statements Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | H1 2025 (HK$ thousands) | H1 2024 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Loss for the period | (750,310) | (560,580) | +33.8% | | Exchange differences on translation of financial statements of foreign subsidiaries | 163,738 | (171,179) | Turnaround to gain | | Total comprehensive loss for the period | (586,572) | (716,626) | -18.1% | | Comprehensive loss attributable to equity holders and holders of perpetual convertible securities | (587,134) | (689,299) | -14.8% | Consolidated Statement of Financial Position As of June 30, 2025, both the Group's total assets and total liabilities decreased, with notable reductions in the fair value of investment properties, inventories, and restricted deposits, while bank loans and other borrowings also declined significantly, though the net gearing ratio still rose Key Data from Consolidated Statement of Financial Position (as of period end) | Indicator | June 30, 2025 (HK$ thousands) | Dec 31, 2024 (HK$ thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | | | | | Investment properties | 5,926,376 | 6,378,394 | -7.1% | | Financial assets at fair value through profit or loss | 1,190,504 | 1,155,250 | +3.0% | | Current Assets | | | | | Inventories and other contract costs | 4,714,934 | 5,077,341 | -7.1% | | Trade and other receivables | 1,876,729 | 1,723,556 | +8.9% | | Restricted and pledged deposits | 722,295 | 1,379,837 | -47.7% | | Cash and cash equivalents | 386,047 | 376,867 | +2.4% | | Investment properties classified as held for sale | – | 250,000 | -100% | | Current Liabilities | | | | | Trade and other payables | 2,669,962 | 2,694,931 | -0.9% | | Bank loans and other borrowings | 1,796,198 | 2,659,573 | -32.5% | | Non-current Liabilities | | | | | Bank loans and other borrowings | 3,881,362 | 3,820,770 | +1.6% | | Deferred tax liabilities | 910,553 | 1,030,268 | -11.7% | | Net Assets | 5,438,272 | 6,024,844 | -9.7% | | Total equity attributable to equity holders and holders of perpetual convertible securities | 5,481,602 | 6,068,736 | -9.6% | Notes to the Financial Statements Basis of Preparation and Going Concern This interim financial report is prepared in accordance with HKAS 34, but the Group faces material uncertainties regarding its going concern status due to net losses and current bank loans significantly exceeding cash reserves, prompting management to implement several mitigating measures Material Uncertainty Related to Going Concern For the six months ended June 30, 2025, the Group's net loss of HK$750.3 million and current bank loans of HK$1,796.2 million far exceeding cash and cash equivalents of HK$386.0 million indicate the existence of a material uncertainty related to going concern - The Group's net loss was HK$750,300,000, while current bank loans and other borrowings stood at HK$1,796,200,000, against cash and cash equivalents of only HK$386,000,000, indicating significant liquidity pressure[12] - The deteriorating property market, tightening financing environment, and foreign exchange restrictions on remitting funds from Mainland China have exacerbated challenges in timely property realization, obtaining additional financing, renewing existing bank facilities, and meeting loan repayment obligations[12] Management's Mitigating Measures and Uncertainties Management has implemented measures to alleviate liquidity pressure, including negotiating loan renewals, seeking buyers for assets, accelerating sales and collections, and controlling costs, though the success of these actions remains inherently uncertain - Successfully extended the maturity date of a US$84,000,000 (approx. HK$658,000,000) shareholder loan to November 26, 2025, and is actively negotiating the renewal of remaining borrowings[15] - The Group is identifying potential buyers for its properties and investments outside Mainland China and plans to accelerate pre-sales and sales of properties under development and completed properties to improve cash flow[15] - The adoption of the going concern basis is dependent on the successful implementation of the aforementioned plans and measures, the future outcomes of which are inherently uncertain[16] Changes in Accounting Policies, Estimates and Judgements The Group applied amendments to Hong Kong Financial Reporting Standards issued by the HKICPA during the period, which had no material impact on its financial performance or position, with management's key judgement being the assessment of the going concern assumption - The application of amendments to HKAS 21, Lack of Exchangeability, during the period did not have a material impact on the Group's performance and financial position[18] - In preparing the condensed consolidated interim financial statements, the directors have made judgements in their assessment of the going concern assumption[20][21] Revenue and Segment Reporting The Group's business is divided into four reportable segments: property development, property investment, property management and related services, and education-related services, with revenue primarily driven by property sales from Mainland China and Hong Kong Disaggregation of Revenue For the six months ended June 30, 2025, total revenue was HK$737.3 million, dominated by property sales of HK$493.5 million, which grew 160.6% year-on-year, while rental, property management, and education services income saw minor declines Revenue by Major Product or Service Line and Customer's Geographical Location | Revenue Source | H1 2025 (HK$ thousands) | H1 2024 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Sale of properties | 493,484 | 189,386 | +160.6% | | Property management and related services income | 120,156 | 130,802 | -8.2% | | Education-related services income | 18,272 | 18,940 | -3.5% | | Total revenue from contracts with customers | 631,912 | 339,128 | +86.3% | | Rental income | 105,381 | 114,401 | -7.9% | | Total Revenue | 737,293 | 453,529 | +62.6% | | Customers by Geographical Location | | | | | Mainland China | 492,456 | 302,923 | +62.6% | | Hong Kong | 244,837 | 150,606 | +62.6% | - Revenue from property sales is recognized when the customer can direct the use of and obtain substantially all the benefits from the property, while service income is recognized over time and rental income is recognized over the lease term[24] Segment Profit or Loss, Assets and Liabilities The property development segment's revenue grew substantially but still recorded a loss, while the property investment segment saw declines in both revenue and profit Revenue and (Loss)/Profit by Segment (Adjusted EBITDA) | Segment | H1 2025 Revenue (HK$ thousands) | H1 2024 Revenue (HK$ thousands) | H1 2025 (Loss)/Profit (HK$ thousands) | H1 2024 (Loss)/Profit (HK$ thousands) | | :--- | :--- | :--- | :--- | :--- | | Property development | 493,484 | 189,386 | (232,637) | (312,423) | | Property investment | 105,381 | 114,401 | 27,094 | 77,787 | | Property management and related services | 120,156 | 130,802 | (6,747) | (5,374) | | Education-related services | 18,272 | 18,940 | 6,687 | 5,045 | | Total | 737,293 | 453,529 | (205,603) | (234,965) | Assets and Liabilities by Segment (as of period end) | Segment | Assets as of June 30, 2025 (HK$ thousands) | Assets as of Dec 31, 2024 (HK$ thousands) | Liabilities as of June 30, 2025 (HK$ thousands) | Liabilities as of Dec 31, 2024 (HK$ thousands) | | :--- | :--- | :--- | :--- | :--- | | Property development | 6,502,870 | 7,527,234 | 5,669,747 | 8,334,989 | | Property investment | 7,457,291 | 8,187,899 | 2,072,794 | 254,694 | | Property management and related services | 357,431 | 411,700 | 393,546 | 353,930 | | Education-related services | 157,840 | 179,751 | 22,592 | 61,839 | | Total | 14,475,432 | 16,306,584 | 8,158,679 | 9,005,452 | - Reportable segment profit is measured by "Adjusted EBITDA" and adjusted for items that are non-recurring or not specifically attributable to individual segments[27] Other Income For the six months ended June 30, 2025, other income increased slightly by 3.2% to HK$58.2 million, mainly driven by an increase in other interest income Breakdown of Other Income | Income Source | H1 2025 (HK$ thousands) | H1 2024 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Bank interest income | 12,474 | 15,444 | -19.3% | | Other interest income | 18,316 | 26,227 | -30.2% | | Interest income from financial assets at amortised cost | 30,790 | 41,671 | -26.1% | | Car park and apartment services income | 14,874 | 12,867 | +15.6% | | Others | 12,572 | 1,899 | +562.0% | | Total | 58,236 | 56,437 | +3.2% | Other Net Losses For the six months ended June 30, 2025, other net losses decreased significantly by 97.2% to HK$3.1 million, primarily due to the disposal of an associate in the prior period Breakdown of Other Net Losses | Item | H1 2025 (HK$ thousands) | H1 2024 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Fair value (loss)/gain on financial assets at FVTPL | (4,191) | 981 | Loss widened | | Net foreign exchange gain/(loss) | 1,927 | (6,065) | Turnaround to gain | | Impairment loss on interest in an associate | – | (109,078) | Impairment disappeared | | Others | (806) | 5,284 | Loss widened | | Total | (3,070) | (108,878) | -97.2% | Components of Loss Before Tax Loss before tax was mainly affected by finance costs, staff costs, depreciation and amortization, cost of properties sold, write-down of inventories, and rental income from investment properties Finance Costs For the six months ended June 30, 2025, finance costs decreased significantly by 44.8% to HK$83.8 million, mainly due to the repayment of bank loans and lower interest rates Breakdown of Finance Costs | Item | H1 2025 (HK$ thousands) | H1 2024 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Interest on bank loans and other borrowings | 154,044 | 233,958 | -34.2% | | Interest on lease liabilities | 1,036 | 961 | +7.8% | | Interest on amounts due to non-controlling interests | – | 1,399 | -100% | | Other borrowing costs | 638 | 5,783 | -89.0% | | Accreted interest on significant financing component of contract liabilities | 124 | 2,768 | -95.5% | | Less: Amount capitalised | (72,016) | (93,027) | -22.6% | | Total | 83,826 | 151,842 | -44.8% | Staff Costs For the six months ended June 30, 2025, staff costs decreased slightly to HK$89.2 million, primarily comprising salaries, wages, and other benefits, along with contributions to defined contribution retirement schemes Breakdown of Staff Costs | Item | H1 2025 (HK$ thousands) | H1 2024 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Salaries, wages and other benefits | 84,421 | 90,756 | -7.0% | | Contributions to defined contribution retirement schemes | 4,785 | 4,842 | -1.2% | | Total | 89,206 | 95,598 | -6.7% | Other Items Other items include depreciation and amortization, cost of properties sold, write-down of inventories, and net rental income from investment properties, with a significant decrease in inventory write-downs and a notable increase in the cost of properties sold during the period Breakdown of Other Items | Item | H1 2025 (HK$ thousands) | H1 2024 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Depreciation and amortisation | 6,374 | 7,883 | -19.2% | | Cost of properties sold | 464,377 | 157,811 | +194.3% | | Write-down of inventories | 83,495 | 259,655 | -67.9% | | Rental income from investment properties (net) | (96,512) | (102,249) | -5.6% | Income Tax Credit/(Expense) For the six months ended June 30, 2025, the Group recorded an income tax credit of HK$140.7 million, compared to an income tax expense of HK$7.7 million in the prior year period, mainly due to deferred tax arising from fair value losses on investment properties Breakdown of Income Tax Credit/(Expense) | Item | H1 2025 (HK$ thousands) | H1 2024 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Current tax | 6,525 | 4,991 | +30.7% | | Deferred tax | (147,255) | 2,725 | Turnaround to credit | | Total | (140,730) | 7,716 | Turnaround to credit | - The income tax credit was primarily derived from deferred tax on fair value losses of investment properties[82] - The corporate income tax rate in Mainland China is 25%, while the profits tax rate in Hong Kong is 16.5%[32][35] Loss Per Share For the six months ended June 30, 2025, both basic and diluted loss per share were 48.8 HK cents, an increase from 35.3 HK cents in the prior year period, reflecting the widened loss attributable to equity holders Basic Loss Per Share Basic loss per share is calculated based on the loss attributable to equity holders and holders of perpetual convertible securities of HK$746.5 million and the weighted average number of 1,529.3 million shares in issue during the period Calculation of Basic Loss Per Share | Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Loss attributable to equity holders and holders of perpetual convertible securities (HK$ thousands) | (746,462) | (539,187) | | Weighted average number of shares (thousands) | 1,529,286 | 1,529,286 | | Basic loss per share (HK cents) | (48.8) | (35.3) | Diluted Loss Per Share Diluted loss per share was the same as basic loss per share for both interim periods as there were no potential ordinary shares in issue - For the six months ended June 30, 2025 and 2024, diluted loss per share was the same as basic loss per share as there were no potential ordinary shares in issue[37] Dividend No interim dividend was declared for the six months ended June 30, 2025 and 2024 - No interim dividend was declared for the six months ended June 30, 2025 and 2024[39] Financial Assets at Fair Value Through Profit or Loss As of June 30, 2025, the total amount of financial assets at fair value through profit or loss increased slightly, primarily comprising amounts due from third parties classified as Level 3 financial instruments Financial Assets at Fair Value Through Profit or Loss | Item | June 30, 2025 (HK$ thousands) | Dec 31, 2024 (HK$ thousands) | | :--- | :--- | :--- | | Non-current | | | | Unlisted equity securities not held for trading | 39,193 | 36,611 | | Trading securities | 24,059 | 24,897 | | Amounts due from third parties | 1,127,252 | 1,093,742 | | Total non-current | 1,190,504 | 1,155,250 | | Current | | | | Unlisted equity securities not held for trading | 1,896 | 1,875 | | Wealth management products | 830 | 1,018 | | Total current | 2,726 | 2,893 | | Total | 1,193,230 | 1,158,143 | - Amounts due from third parties are classified as Level 3 financial instruments in the fair value hierarchy, with valuations relying on significant inputs and assumptions not available from market data[38] Inventories and Other Contract Costs As of June 30, 2025, the Group's total inventories and other contract costs amounted to HK$4,714.9 million, a decrease from year-end 2024, with the amount of inventory write-down significantly reduced to HK$83.5 million during the period Breakdown of Inventories and Other Contract Costs | Item | June 30, 2025 (HK$ thousands) | Dec 31, 2024 (HK$ thousands) | | :--- | :--- | :--- | | Leasehold land held for development for sale | 145,636 | 145,636 | | Properties under development for sale | 2,786,430 | 2,707,927 | | Completed properties for sale | 1,775,548 | 2,216,776 | | Other contract costs | 265 | 265 | | Other businesses (low-value consumables and supplies) | 7,055 | 6,737 | | Total | 4,714,934 | 5,077,341 | - For the six months ended June 30, 2025, the amount of inventories written down to estimated net realisable value was HK$83,495,000, a significant decrease from HK$259,655,000 in the prior year period[41] - Certain of the Group's properties under development for sale and completed properties for sale have been pledged to secure bank loans and other borrowings[42] Trade and Other Receivables As of June 30, 2025, total trade and other receivables amounted to HK$1,876.7 million, an increase from year-end 2024, primarily composed of other receivables (including loans to third parties and interest receivable) and deposits and prepayments Breakdown of Trade and Other Receivables | Item | June 30, 2025 (HK$ thousands) | Dec 31, 2024 (HK$ thousands) | | :--- | :--- | :--- | | Trade receivables (net of loss allowance) | 59,652 | 51,453 | | Other receivables (net of loss allowance) | 554,375 | 524,898 | | Financial assets at amortised cost | 614,027 | 576,351 | | Deposits and prepayments | 1,262,702 | 1,147,205 | | Total | 1,876,729 | 1,723,556 | Breakdown of Other Receivables (net of loss allowance) | Item | June 30, 2025 (HK$ thousands) | Dec 31, 2024 (HK$ thousands) | | :--- | :--- | :--- | | Loans to third parties | 295,383 | 297,395 | | Interest receivable on loans | 210,698 | 184,296 | | Others | 48,294 | 43,207 | | Total | 554,375 | 524,898 | - Loans to third parties and interest receivable on loans are secured, bear interest at annual rates of 8% to 15%, and are recoverable within one year[43] Breakdown of Deposits and Prepayments | Item | June 30, 2025 (HK$ thousands) | Dec 31, 2024 (HK$ thousands) | | :--- | :--- | :--- | | Prepayments for acquisition of land use rights | 748,624 | 726,955 | | Prepayments for acquisition of properties | 30,000 | 30,000 | | Prepayments for VAT and other taxes | 274,230 | 274,230 | | Others | 209,848 | 116,020 | | Total | 1,262,702 | 1,147,205 | Trade and Other Payables As of June 30, 2025, total trade and other payables amounted to HK$2,669.9 million, a slight decrease from year-end 2024, with other payables and accruals and amounts due to non-controlling interests being the main components Breakdown of Trade and Other Payables | Item | June 30, 2025 (HK$ thousands) | Dec 31, 2024 (HK$ thousands) | | :--- | :--- | :--- | | Trade payables | 202,029 | 217,518 | | Other payables and accruals | 1,264,093 | 1,276,584 | | Amounts due to non-controlling interests | 1,054,247 | 1,054,247 | | Financial liabilities at amortised cost | 2,520,369 | 2,548,349 | | Rental and other deposits | 88,705 | 88,705 | | VAT and other tax payables | 60,888 | 57,877 | | Total | 2,669,962 | 2,694,931 | Ageing Analysis of Trade Payables (as of period end) | Ageing | June 30, 2025 (HK$ thousands) | Dec 31, 2024 (HK$ thousands) | | :--- | :--- | :--- | | Within 1 month | 64,200 | 67,965 | | Over 1 month but within 3 months | 43,144 | 45,273 | | Over 3 months but within 6 months | 41,034 | 44,160 | | Over 6 months but within 1 year | 31,561 | 37,595 | | Over 1 year | 22,090 | 22,525 | | Total | 202,029 | 217,518 | - Other payables and accruals include the estimated present value of future construction costs of resettlement properties to be compensated to residents, amounting to HK$1,035,121,000[47] - Of the amounts due to non-controlling interests, HK$60,599,000 is interest-bearing at 4.35% per annum, unsecured, and repayable on demand, while the remainder is unsecured, interest-free, and repayable on demand[47] Commitments As of June 30, 2025, the Group had contracted capital commitments of HK$21.84 million, primarily related to development expenses for properties under development and project acquisition costs Capital Commitments | Item | June 30, 2025 (HK$ thousands) | Dec 31, 2024 (HK$ thousands) | | :--- | :--- | :--- | | Contracted for | 21,840 | 44,708 | | Total | 21,840 | 44,708 | - Capital commitments are mainly related to development expenses for the Group's properties under development and project acquisition costs[46] Business Review Pre-sales Performance For the six months ended June 30, 2025, the Group's pre-sales value of properties and car parks increased by 8.4% year-on-year to HK$451.1 million, with pre-sold GFA growing by 141.1%, although the average selling price of pre-sold properties decreased by 54.8% Pre-sales Value of Properties and Car Parks | Indicator | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Pre-sales value of properties and car parks | HK$451,100,000 | HK$416,100,000 | +8.4% | | Pre-sales value of properties | HK$450,100,000 | - | - | | Pre-sold GFA | 9,162 sq.m. | 3,800 sq.m. | +141.1% | | Average selling price of pre-sold properties | 49,126.8 HK$/sq.m. | 108,763.2 HK$/sq.m. | -54.8% | | Pre-sales value of car parks | HK$1,000,000 | - | - | | Number of car parks sold | 13 units | - | - | Breakdown of Total Pre-sales (by City and Project) | City | Project and Project Type | Pre-sold GFA (sq.m.) | Pre-sales (HK$ million) | Average Pre-sale Price (HK$/sq.m.) | | :--- | :--- | :--- | :--- | :--- | | Shenzhen | Shenzhen Jianshang Business Building - Commercial | 3,886 | 106.8 | 27,483.3 | | Tianjin | Tianjin Top Spring Town - Residential | 747 | 8.3 | 11,111.1 | | Shenzhen | Shenzhen Water-Show Cloud-Top Garden - Residential | 3,036 | 123.2 | 40,579.7 | | Changzhou | Changzhou Top Spring Metropolis | 973 | 2.6 | 2,672.1 | | Hong Kong | Hong Kong 128 WATERLOO - Residential | 520 | 209.2 | 402,307.7 | | Total Properties | | 9,162 | 450.1 | 49,126.8 | | City | Project | Number of Pre-sold Car Parks (units) | Pre-sales (HK$ million) | Average Pre-sale Price (HK$/unit) | | :--- | :--- | :--- | :--- | :--- | | Changzhou | Changzhou Top Spring Metropolis | 1 | 0.2 | 200,000.0 | | Nanjing | Water-Show Sunshine - Nanjing | 12 | 0.8 | 66,666.7 | | Total Car Parks | | 13 | 1.0 | 76,923.1 | Project Delivery and Recognition For the six months ended June 30, 2025, the Group recognized property sales revenue of HK$492.7 million from projects in Shenzhen and Hong Kong, with a recognized saleable GFA of approximately 5,600 sq.m. and an average selling price of HK$87,982.1/sq.m., in addition to recognizing the sale of 7 car parks for HK$0.7 million Details of Recognized Property Sales | City | Project and Project Type | Recognized Saleable GFA (sq.m.) | Recognized Property Sales (HK$ million) | Recognized Average Selling Price (HK$/sq.m.) | | :--- | :--- | :--- | :--- | :--- | | Shenzhen | Shenzhen Water-Show Cloud-Top Garden - Residential | 4,745 | 187.3 | 39,473.1 | | Hong Kong | Hong Kong 128 WATERLOO - Residential | 855 | 305.4 | 357,193.0 | | Total | | 5,600 | 492.7 | 87,982.1 | Details of Recognized Car Park Sales | City | Project | Number of Recognized Car Parks (units) | Recognized Car Park Sales (HK$ million) | Recognized Average Selling Price (HK$/unit) | | :--- | :--- | :--- | :--- | :--- | | Nanjing | Water-Show Sunshine - Nanjing | 7 | 0.7 | 100,000.0 | Investment Property Operations As of June 30, 2025, the total fair value of the Group's investment properties was HK$5,926.4 million, accounting for approximately 39.3% of total assets, with a fair value loss of HK$635.1 million recorded during the period and a 7.9% year-on-year decrease in rental income, though the overall occupancy rate improved to 88.7% - As of June 30, 2025, the total fair value of investment properties was approximately HK$5,926,400,000, representing about 39.3% of the Group's total assets[56] - For the six months ended June 30, 2025, a fair value loss on investment properties of approximately HK$635,100,000 was recorded, a significant increase from the prior year period[56] Rental Income and Occupancy Rate of Investment Properties | Indicator | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Rental income | HK$105,400,000 | HK$114,400,000 | -7.9% | | Average monthly rental income | 64.8 HK$/sq.m. | 68.8 HK$/sq.m. | -5.8% | | Overall occupancy rate (as of June 30) | 88.7% | 82.5% | +6.2% | | Total leasable GFA (as of June 30) | 301,194 sq.m. | 307,246 sq.m. | -2.0% | - The GFA leased by renowned anchor tenants (occupying over 10.0% of the total leasable GFA of a single investment property) accounted for approximately 37.0% of the total leasable GFA of the Group's operating investment properties[57] Land Bank As of June 30, 2025, the Group held 16 projects at various stages of development with a total estimated net saleable/leasable GFA of approximately 397,015 sq.m., primarily concentrated in the Greater Bay Area and first-tier cities in China such as Shenzhen, Shanghai, and Hong Kong - As of June 30, 2025, the Group had 16 projects with a total estimated net saleable/leasable GFA of approximately 397,015 sq.m.[62][67] Composition of Land Bank (as of June 30, 2025) | Project Stage | Estimated Net Saleable/Leasable GFA (sq.m.) | | :--- | :--- | | Completed projects | 332,498 | | Projects under construction | 58,020 | | Projects contracted for purchase or with land use change applications in progress | 6,497 | | Total | 397,015 | - The Group's land bank strategy will primarily focus on the Greater Bay Area and first-tier cities in China, such as Shenzhen, Shanghai, and Hong Kong[67] Property Management As of June 30, 2025, the total GFA under the Group's management reached approximately 11.41 million sq.m., including about 0.70 million sq.m. of properties not developed by the Group and 0.20 million sq.m. of commercial property management projects - As of June 30, 2025, the total GFA under the Group's management had accumulated to approximately 11.407 million sq.m.[66] - Of this, approximately 0.7046 million sq.m. were properties not developed by the Group, and approximately 0.201 million sq.m. were commercial property management projects[66] Future Outlook The Group will focus on development opportunities in the Guangdong-Hong Kong-Macao Greater Bay Area and core urban areas, stabilize and moderately expand its rental property portfolio, actively pursue investment opportunities in Hong Kong and overseas, and identify potential investments to foster new business growth Focus on the Greater Bay Area and Core Cities The Group will align with the Greater Bay Area's strategic plan, focusing on core cities like Shenzhen and Guangzhou to advance existing projects and explore new opportunities, leveraging the region's integrated industrial chains and infrastructure to drive property market growth - The Group will closely follow the strategic plan for the Greater Bay Area, focusing on core cities such as Shenzhen and Guangzhou to advance the development and delivery of existing projects[68] - The synergistic effects of the Greater Bay Area are expected to provide long-term growth momentum for the real estate market[68] Stabilize the Rental Property Portfolio The Group is committed to holding and optimizing high-quality commercial and office properties through effective asset management to achieve asset preservation and appreciation, leveraging their counter-cyclical nature to generate stable rental income and cash flow - The counter-cyclical nature of commercial and office properties will continue to provide the Group with stable rental income, forming a crucial component of its robust cash flow[69] - The Group is dedicated to holding and optimizing high-quality property assets through strong asset management capabilities to achieve asset preservation and appreciation[69] Hong Kong and Overseas Investment Opportunities Confident in Hong Kong's role as a core engine in the Greater Bay Area and the potential of the Northern Metropolis, the Group will continue to seek investment opportunities in Hong Kong, leveraging its expertise in developing high-end boutique properties to expand its presence - The Group is confident in Hong Kong's core engine status within the Greater Bay Area and the development potential of the Northern Metropolis[70] - The Group will continue to focus on investment opportunities in Hong Kong, leveraging its strengths in creating high-end boutique properties to deepen its market presence and expand into quality projects when appropriate[70] Cultivate New Business Growth Points The Group will monitor market dynamics and industry trends related to the new economy, integrating resources and making prudent investments to capture business breakthroughs and growth points that create synergy with its real estate operations - The Group will continue to monitor market dynamics and industry trends, focusing on opportunities in the new economy and making prudent investments by integrating resources based on its development needs[71] - The goal is to capture business breakthroughs and growth points, promoting synergistic development between diversified businesses and real estate to drive the Group's prosperity and growth[71] Management Discussion and Analysis Revenue For the six months ended June 30, 2025, total revenue increased by 62.6% year-on-year to HK$737.3 million, driven by a 160.6% increase in property sales revenue to HK$493.4 million, which accounted for 66.9% of total revenue - Total revenue increased by 62.6% from HK$453,500,000 in the same period of 2024 to HK$737,300,000 in H1 2025[73] - Property sales revenue of approximately HK$493,400,000, accounting for about 66.9% of total revenue, was the main driver of revenue growth[73] - Rental income and revenue from property management and related services decreased by approximately 7.9% year-on-year, mainly due to a reduction in rental rates[73] Direct Costs For the six months ended June 30, 2025, direct costs increased by 36.2% year-on-year to HK$756.8 million, primarily due to the increase in property sales - Direct costs increased from HK$555,800,000 in the same period of 2024 to HK$756,800,000 in H1 2025, mainly due to the increase in property sales[74] - Direct costs primarily include the cost of completed properties sold, land grant premiums, construction and other development costs, capitalized borrowing costs, costs of rental income, and costs of property management and education-related services[74] Gross Loss For the six months ended June 30, 2025, the Group's gross loss narrowed significantly to HK$19.5 million, with the gross loss ratio improving to 2.6%, mainly due to increased property sales - Gross loss narrowed from HK$102,200,000 in the same period of 2024 to HK$19,500,000 in H1 2025[75] - The gross loss ratio improved from 22.5% in the same period of 2024 to 2.6% in H1 2025, mainly due to the increase in property sales[75] Other Income For the six months ended June 30, 2025, other income increased slightly by 3.2% to HK$58.2 million, primarily due to an increase in other interest income - Other income increased by 3.2% from HK$56,400,000 in the same period of 2024 to HK$58,200,000 in H1 2025, mainly due to an increase in other interest income[76] Other Net Losses For the six months ended June 30, 2025, other net losses decreased significantly by 97.2% to HK$3.1 million, primarily due to the disposal of an associate in the prior period - Other net losses decreased significantly by 97.2% from HK$108,900,000 in the same period of 2024 to HK$3,100,000 in H1 2025, mainly due to the disposal of an associate in the prior period[77] Selling and Marketing Expenses For the six months ended June 30, 2025, selling and marketing expenses increased by 63.4% year-on-year to HK$105.1 million, primarily due to an increase in commission expenses - Selling and marketing expenses increased by 63.4% from HK$64,300,000 in the same period of 2024 to HK$105,100,000 in H1 2025, mainly due to an increase in commission expenses[78] Administrative Expenses For the six months ended June 30, 2025, administrative expenses increased by 7.7% year-on-year to HK$102.4 million, primarily due to an increase in legal and professional fees - Administrative expenses increased by 7.7% from HK$95,100,000 in the same period of 2024 to HK$102,400,000 in H1 2025, mainly due to an increase in legal and professional fees[79] Valuation Loss on Investment Properties For the six months ended June 30, 2025, the valuation loss on investment properties increased significantly to HK$635.1 million, primarily due to the decline in property rental rates in China in 2025 - The valuation loss on investment properties was approximately HK$635,100,000, a significant increase from HK$79,800,000 in the same period of 2024, mainly due to the decline in property rental rates in China in 2025[80] Finance Costs For the six months ended June 30, 2025, finance costs decreased by 44.8% year-on-year to HK$83.8 million, primarily due to the repayment of bank loans and lower interest rates - Finance costs decreased by 44.8% from HK$151,800,000 in the same period of 2024 to HK$83,800,000 in H1 2025, mainly due to the repayment of bank loans and lower interest rates[81] Income Tax Credit/(Expense) For the six months ended June 30, 2025, the Group recorded an income tax credit of HK$140.7 million, compared to an income tax expense of HK$7.7 million in the prior year period, mainly due to deferred tax on fair value losses of investment properties - An income tax credit of approximately HK$140,700,000 was recorded, compared to an income tax expense of approximately HK$7,700,000 in the same period of 2024, mainly due to deferred tax on fair value losses of investment properties[82] Non-controlling Interests For the six months ended June 30, 2025, the loss attributable to non-controlling interests was HK$3.8 million, a significant decrease from HK$21.4 million in the prior year period - The loss attributable to non-controlling interests was approximately HK$3,800,000, compared to approximately HK$21,400,000 in the same period of 2024[83] Liquidity, Financial and Capital Resources Cash Position As of June 30, 2025, the carrying amount of the Group's cash and bank deposits was approximately HK$1,108.3 million, a decrease of 36.9% from year-end 2024 - As of June 30, 2025, the carrying amount of cash and bank deposits was approximately HK$1,108,300,000, a decrease of 36.9% from December 31, 2024[84] Borrowings and Pledge of Group's Assets As of June 30, 2025, the Group's total borrowings amounted to approximately HK$6,514.9 million, of which about HK$2,633.6 million is repayable within one year, with bank loans of approximately HK$5.0 billion secured by assets with a total carrying value of about HK$9,211.7 million - As of June 30, 2025, the Group's total borrowings were approximately HK$6,514,900,000, of which about HK$2,633,600,000 is repayable within one year[85] - Bank loans of approximately HK$5,000,000,000 were secured by certain of the Group's investment properties, property, plant and equipment, leasehold land held for development for sale, properties under development for sale, completed properties for sale, pledged deposits, and rental receivables with a total carrying value of approximately HK$9,211,700,000[85] - The majority of bank loans and other borrowings are denominated in RMB, with some denominated in HKD and USD[86] Borrowing Costs For the six months ended June 30, 2025, the Group's annualized average borrowing cost was approximately 6.1%, a decrease from 6.7% in the same period last year - For the six months ended June 30, 2025, the Group's annualized average borrowing cost was approximately 6.1%, a decrease from 6.7% in the same period of 2024[87] Net Gearing Ratio As of June 30, 2025, the Group's net gearing ratio was approximately 84.7%, an increase from 80.0% at year-end 2024, primarily due to fair value losses on investment properties and impairment losses on certain inventories - As of June 30, 2025, the Group's net gearing ratio was approximately 84.7%, an increase from 80.0% as of December 31, 2024[88] - The increase in the net gearing ratio was mainly due to fair value losses on investment properties and impairment losses on certain inventories[88] Foreign Exchange Risk The Group faces foreign exchange risk from RMB against other currencies as most operations are in China and denominated in RMB, while some expenses and borrowings are settled in HKD, USD, or AUD, with no current hedging policy in place - The Group faces foreign exchange risk arising from RMB against HKD, USD, or AUD, as most of its operations are in China with transactions denominated in RMB, while some expenses and borrowings are settled in other currencies[89] - The Renminbi is not freely convertible into foreign currencies and is subject to foreign exchange control regulations by the PRC government[89] - The Group currently does not have a foreign currency hedging policy, but the Board closely monitors the situation and may consider adopting one in the future[89] Net Asset Value Per Share As of June 30, 2025, the net asset value per share attributable to equity holders and holders of perpetual convertible securities was approximately HK$3.6, a decrease from HK$4.0 at year-end 2024 Calculation of Net Asset Value Per Share | Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Net assets attributable to equity holders and holders of perpetual convertible securities (HK$ thousands) | 5,481,601 | 6,068,736 | | Number of shares used for NAV per share calculation (thousands) | 1,529,286 | 1,529,286 | | Net asset value per share (HK$) | 3.6 | 4.0 | Contingent Liabilities As of June 30, 2025, the Group's main contingent liability was providing guarantees of approximately HK$163.6 million for mortgage loans to property buyers, which may require the Group to repurchase the property or cover any shortfall if a buyer defaults - As of June 30, 2025, the Group provided guarantees of approximately HK$163,600,000 for mortgage loans to property buyers[91] - The guarantee liability continues until the completion of the relevant properties and the delivery of the real estate ownership certificates to the buyers[91] - If a buyer defaults on a mortgage loan, the Group may be required to repurchase the relevant property by settling the mortgage or cover the shortfall after the mortgage bank auctions the property[91] Other Important Matters Material Acquisitions and Disposals From January 1, 2025, to the date of this announcement, the Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures, but completed the sale of an investment property at 6 Rutland Quadrant, Kowloon, Hong Kong for HK$250 million on March 28, 2025 - From January 1, 2025, to the date of this announcement, the Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures[92] - The Group completed the disposal of the property at 6 Rutland Quadrant, Kowloon, Hong Kong, for a consideration of HK$250,000,000 on March 28, 2025[93] Employees and Remuneration Policy As of June 30, 2025, the Group employed 718 employees, a decrease from the prior year period, with total staff costs of HK$89.2 million, and remuneration determined based on performance, experience, and market rates - As of June 30, 2025, the Group employed 718 employees, a decrease from 812 in the same period of 2024[94] - For the six months ended June 30, 2025, total staff costs were approximately HK$89,200,000[94] - Remuneration is determined based on performance, work experience, skills, knowledge, and prevailing market wage levels, and is paid in the form of basic salary, cash bonuses, and equity-settled shares[94] - As of June 30, 2025, and the date of this announcement, the Company had not granted any share options under its share option scheme[95] Post-Reporting Period Events and Dividend No significant events occurred from the end of the reporting period to the date of this announcement, and the Board has resolved not to declare an interim dividend for the six months ended June 30, 2025 - No significant events occurred from the end of the reporting period to the date of this announcement[96] - The Board has resolved not to declare an interim dividend for the six months ended June 30, 2025[97] - For 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[98] Corporate Governance The Group has applied the principles and code provisions of the Corporate Governance Code during the reporting period, with the roles of Chairman and Chief Executive Officer held by the same individual, a deviation from code provision C.2.1 that the Board believes ensures consistent leadership and efficiency - The Company has applied the principles and code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules[99] - The roles of Chairman and Chief Executive Officer are both held by Mr. Wong Chun Hong, a deviation from code provision C.2.1, which the Board believes ensures consistent leadership and improves planning and implementation efficiency[99] - The Board is composed of experienced and high-caliber individuals, with more than half of its members being non-executive or independent non-executive directors to ensure a balance of power and authority[99] - All directors have confirmed their compliance with the Model Code for Securities Transactions by Directors as set out in Appendix C3 to the Listing Rules for the six months ended June 30, 2025[101] Audit Committee Review The Company's Audit Committee has reviewed the Group's interim results for the six months ended June 30, 2025, which are unaudited but have been reviewed by the auditor in accordance with HKSRE 2410, resulting in an unmodified conclusion - The Company's Audit Committee has reviewed the Group's interim results for the six months ended June 30, 2025[102] - The interim financial report is unaudited but has been reviewed by the auditor, BDO Limited, in accordance with Hong Kong Standard on Review Engagements 2410, and an unmodified conclusion has been issued[103] - The scope of a review is substantially less than that of an audit, so there is no assurance that all significant matters would be identified; investors are advised to exercise caution when dealing in the Company's securities[103]