中华国际(01064) - 2025 - 中期业绩

Condensed Consolidated Statement of Profit or Loss The company achieved a turnaround from loss to profit in H1 2025, driven by fair value gains on equity investments Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30) | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Revenue | 15,502 | 14,259 | +1,243 | | Other income and gains | 28 | 284 | -256 | | Fair value changes of equity interests at FVTPL | 40,464 | (28,255) | +68,719 | | Administrative expenses | (12,792) | (14,381) | +1,589 | | Profit/(Loss) before tax | 43,202 | (28,093) | +71,295 | | Income tax expense | (2,638) | (2,690) | +52 | | Profit/(Loss) for the period | 40,564 | (30,783) | +71,347 | | Attributable to ordinary equity holders of the Company | 10,165 | (9,583) | +19,748 | | Basic earnings/(loss) per share | 1.32 HK cents | (1.25) HK cents | +2.57 HK cents | - The company achieved a turnaround in H1 2025, with profit for the period reaching HK$40,564 thousand compared to a loss of HK$30,783 thousand in the same period of 2024[2][3] - Revenue saw a slight increase from HK$14,259 thousand to HK$15,502 thousand, primarily due to a significant gain from the fair value change of equity interests at FVTPL, which reversed from a loss[2] Condensed Consolidated Statement of Comprehensive Income The company's total comprehensive income improved significantly, supported by positive foreign exchange differences Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Profit/(Loss) for the period | 40,564 | (30,783) | +71,347 | | Exchange differences on translation of foreign operations | 6,147 | (4,644) | +10,791 | | Total comprehensive income/(expense) for the period | 46,711 | (35,427) | +82,138 | | Attributable to ordinary equity holders of the Company | 19,051 | (16,543) | +35,594 | - The company recorded a total comprehensive income of HK$46,711 thousand in H1 2025, a significant improvement from the total comprehensive expense of HK$35,427 thousand in the prior-year period[5] - Exchange differences in other comprehensive income turned from a negative HK$4,644 thousand in H1 2024 to a positive HK$6,147 thousand in H1 2025, contributing significantly to comprehensive income[5] Condensed Consolidated Statement of Financial Position The company's total assets and net assets grew, primarily driven by an increase in the value of non-current equity investments Condensed Consolidated Statement of Financial Position (As at June 30) | Metric | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Total non-current assets | 1,370,633 | 1,317,420 | +53,213 | | Of which: Equity interests at FVTPL | 1,015,157 | 974,693 | +40,464 | | Total current assets | 81,631 | 86,091 | -4,460 | | Total current liabilities | (70,225) | (65,802) | -4,423 | | Net current assets | 11,406 | 20,289 | -8,883 | | Total assets less current liabilities | 1,382,039 | 1,337,709 | +44,330 | | Net assets | 1,024,837 | 978,126 | +46,711 | | Total equity | 1,024,837 | 978,126 | +46,711 | - As of June 30, 2025, the company's total assets increased to HK$1,452,264 thousand and net assets grew to HK$1,024,837 thousand, both showing growth compared to December 31, 2024[6][7] - Equity interests at FVTPL within non-current assets increased significantly by HK$40,464 thousand to HK$1,015,157 thousand[6] - Net current assets decreased from HK$20,289 thousand to HK$11,406 thousand[6] Notes 1. Basis of Preparation and Principal Accounting Policies The condensed consolidated financial statements are prepared in accordance with HKAS 34 and should be read with the annual financial statements - The condensed consolidated financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" issued by the HKICPA and the disclosure requirements of the Listing Rules[8] - These statements do not include all information required for annual financial statements and should be read in conjunction with the 2024 annual consolidated financial statements[8] 1.1 Changes in Accounting Policies The company adopted the amended HKAS 21 "Lack of Exchangeability" with no material impact on its financial position or performance - The company adopted the amended HKFRS Accounting Standard HKAS 21 "Lack of Exchangeability" for the first time[10] - The change in accounting policy had no material impact on the results and financial position prepared and presented for the current or prior periods[10] 2. Operating Segment Information The Group operates in two segments, property investment and development, and corporate, with revenue primarily from Mainland China - The Group has two reportable operating segments: Property Investment and Development (leasing and selling properties in Mainland China) and Corporate and Others (providing management services)[11][15] - Over 90% of revenue is derived from customers in Mainland China, hence no geographical segment information is presented[12] - Revenue from a single customer, Customer A, amounted to HK$15,502,000 (2024: HK$14,259,000), exceeding 10% of the Group's total revenue[14] Revenue and Results by Operating Segment (For the six months ended June 30) | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue from Property Investment and Development | 15,502 | 14,259 | | Results from Property Investment and Development | 51,328 | (17,531) | | Results from Corporate and Others | (8,154) | (10,846) | | Total revenue from external customers | 15,502 | 14,259 | 3. Profit/(Loss) Before Tax The profit before tax was mainly driven by a significant fair value gain on equity interests, reversing last year's loss Components of Profit/(Loss) Before Tax (For the six months ended June 30) | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 168 | 169 | | Fair value changes of equity interests at FVTPL | (40,464) | 28,255 | | Interest income | (28) | (68) | - The fair value change of equity interests at FVTPL shifted from a loss of HK$28,255 thousand in H1 2024 to a gain of HK$40,464 thousand in H1 2025, being the primary reason for the turnaround in pre-tax profit[16] 4. Income Tax The Group's income tax expense primarily arose from Mainland China, with no provision made for Hong Kong profits tax Income Tax Expense (For the six months ended June 30) | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Current - Mainland China Enterprise Income Tax | 1,967 | 1,924 | | Deferred tax | 671 | 766 | | Total tax charge for the period | 2,638 | 2,690 | - Subsidiaries established in Mainland China are subject to an income tax rate of 25%[17] - No provision for Hong Kong profits tax has been made as the Group did not generate any assessable profits in Hong Kong during the period[19] 5. Interim Dividend The Board of Directors does not recommend the payment of an interim dividend for the period - The Board does not recommend the payment of an interim dividend for the period (2024: Nil)[18] 6. Earnings/(Loss) Per Share Attributable to Ordinary Equity Holders of the Company Basic earnings per share was 1.32 HK cents, a turnaround from a loss per share of 1.25 HK cents in the prior year period Calculation of Earnings/(Loss) Per Share (For the six months ended June 30) | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit/(Loss) attributable to ordinary equity holders | HK$10,165,000 | (HK$9,583,000) | | Number of ordinary shares in issue | 768,616,520 shares | 768,616,520 shares | | Basic earnings/(loss) per share | 1.32 HK cents | (1.25) HK cents | - There were no potential dilutive ordinary shares in issue during the current and prior periods[21] 7. Trade Receivables Total trade receivables decreased as of June 30, 2025, with all balances due within 6 months Ageing Analysis of Trade Receivables (As at June 30) | Ageing | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Within 6 months | 13,343 | 13,997 | | Over 6 months but less than 1 year | – | 6,862 | | Total | 13,343 | 20,859 | - The Group generally grants credit periods of 3 to 12 months to its customers; trade receivables are interest-free and unsecured[22] 8. Trade Payables Total trade payables increased slightly as of June 30, 2025, with all balances aged over one year Ageing Analysis of Trade Payables (As at June 30) | Ageing | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Over 1 year | 1,914 | 1,844 | | Total | 1,914 | 1,844 | - Trade payables are interest-free and aged based on the date of receipt of goods or services[23] 9. Equity Interest in an Entity at Fair Value Through Profit or Loss The fair value of the company's equity interest in Guangzhou Zhengda increased significantly, turning from a loss to a gain Movement in Carrying Amount of Equity Interest at FVTPL | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Carrying amount at January 1 | 974,693 | 1,030,472 | | Fair value change recognised in profit or loss | 40,464 | (28,255) | | Carrying amount at June 30 | 1,015,157 | 1,002,217 | - The fair value change recognised in the profit or loss for the period was a gain of HK$40,464 thousand, compared to a loss of HK$28,255 thousand in the prior-year period[24] Financial Review Financial Performance Overview The company's revenue grew slightly, achieving a profit attributable to equity holders and reversing the prior year's loss Key Financial Performance (For the six months ended June 30) | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 15,502 | 14,259 | | Profit/(Loss) attributable to ordinary equity holders | 10,165 | (9,583) | - The Group's turnover did not experience any significant changes during the period[25] Adjusted EBITDA Adjusted EBITDA increased significantly due to lower administrative expenses compared to the prior period Adjusted EBITDA (For the six months ended June 30) | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Adjusted EBITDA | 2,906 (Profit) | 331 (Profit) | - The increase in EBITDA was due to a decrease in administrative expenses, as the previous period incurred additional professional fees for the delayed publication of results[26] - Adjusted EBITDA excludes the effects of fair value changes of investment properties, loss on derecognition of a then subsidiary, and fair value changes of equity interest at FVTPL[26] Net Profit The company shifted from a pre-tax loss to a pre-tax profit, driven by a non-cash gain from fair value changes in equity interests Net Profit (For the six months ended June 30) | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Profit/(Loss) before tax | 43,202 | (28,093) | | Profit/(Loss) after tax | 40,564 | (30,783) | | Fair value gain/(loss) on equity interest | 40,464 | (28,255) | - The company's turnaround from a pre-tax loss to a pre-tax profit was mainly due to a fair value gain of HK$40,464 thousand on its equity interest[27] - This fair value gain is a non-cash transaction, primarily resulting from the appreciation of the Renminbi, which generated a gain upon translation to Hong Kong dollars[27] Liquidity and Financial Resources The Group's operations are funded by operating cash flow, with stable cash balances and a low gearing ratio Liquidity and Financial Resources (As at June 30) | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Net cash from/(used in) operating activities | 6,026 (inflow) | 3,658 (outflow) | | Cash and bank balances (end of period) | 63,564 | 63,573 | - As of June 30, 2025, the Group's gearing ratio was 0.10, remaining at a relatively low level and consistent with December 31, 2024[29] - The Group's financial resources are sufficient to meet its capital expenditure and working capital requirements for the next twelve months[29] Assets The Group's net assets and total assets increased as of June 30, 2025, while net current assets decreased Asset Position (As at June 30) | Metric | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Net current assets | 11,406 | 20,289 | | Net assets | 1,024,837 | 978,126 | | Total assets | 1,452,264 | 1,403,511 | Foreign Exchange Risk The Group faces currency risk between RMB and HKD but has not implemented hedging measures due to past stability - The Group's main operations are in Mainland China, with financial statements of operating subsidiaries presented in RMB, creating foreign exchange risk upon consolidation into HKD[31] - Given the relatively stable exchange rate between RMB and HKD in previous years, the Group has not used forward contracts or foreign currency swap instruments[31] Significant Investments The Group's equity interest in Guangzhou Zhengda constitutes a significant investment, accounting for approximately 70% of total assets Significant Investment (As at June 30) | Metric | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Equity interest at FVTPL | 1,015,157 | 974,693 | | Percentage of Group's total assets | Approx. 70% | Approx. 70% | | Fair value gain/(loss) | 40,464 | (28,255) | - This investment is held by Hong Kong Zhengda (a 25%-owned subsidiary of the Group), which directly holds the entire equity of Guangzhou Zhengda[32] Pledge of Assets As of June 30, 2025, none of the Group's assets were pledged - As of June 30, 2025, none of the Group's assets were pledged (December 31, 2024: Nil)[33] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: Nil)[34] Update on Use of Proceeds The portion of proceeds for general working capital has been fully utilized, while the use of funds for the Guangzhou project is being reassessed Use of Net Proceeds from New Share Issuance (As at June 30, 2025) | Intended Use | Net Proceeds (HK$ million) | Utilised (HK$ million) | Unutilised (HK$ million) | Expected Utilisation Time | | :--- | :--- | :--- | :--- | :--- | | Guangzhou reconstruction project costs | 12.0 | – | 12.0 | On or before June 30, 2027 | | General working capital | 4.1 | 4.1 | – | – | | Total | 16.1 | 4.1 | 12.0 | | - Following the de-consolidation of Guangzhou Zhengda, the Board will consider reallocating the HK$12,000,000 originally intended for its reconstruction project[36] - As of June 30, 2025, the unutilized net proceeds were held as short-term bank deposits[37] Issue of Equity Securities The company did not issue any equity securities or sell treasury shares during the period - During the period, the Company did not issue any equity securities (including securities convertible into equity securities) or sell treasury shares for cash[38] Business Review Property Investment The Group's Gang Yu Plaza property in Chongqing provides a stable cash flow with high occupancy rates - The Group's property interest in Chongqing is located at Chaotianmen, with Gang Yu Plaza having a total GFA of approximately 24,200 sq.m., primarily for wholesale and retail of menswear and footwear[40] - Gang Yu Plaza is almost fully occupied with an acceptable tenant turnover rate, providing a stable cash flow that largely meets the Group's working capital needs[40] - The Board is confident that the property will continue to provide a relatively stable income for the Group in the foreseeable future[40] Property Development The Guangzhou redevelopment project is planned as a high-end commercial complex, but its start date is delayed due to a winding-up petition - The property in Yuexiu District, Guangzhou (formerly Guangzhou Metropolis Shoes City) is planned to be developed into a high-end commercial complex with twin towers and a 3-level basement, totaling a GFA of approximately 234,000 sq.m[41][42] - The redevelopment is expected to take about four years, with the first phase completing by the end of 2029 and the final phase in Q1 2031[42] - The new commercial complex is expected to open and generate rental income for the Group as early as the beginning of 2030[42] Properties Held for Sale Guangzhou Zhengda holds approximately 190 residential units for temporary resettlement, which are currently vacant or available for sale - Guangzhou Zhengda (a former subsidiary) owns approximately 190 residential units with a total GFA of about 11,000 sq.m[43] - These units were built in the late 1990s for temporary resettlement of owners displaced by development but remain vacant or available for spot sale[43] Winding-up Petition against Guangzhou Zhengda Guangzhou Zhengda faces a winding-up petition, which management believes lacks legal basis and is actively seeking its dismissal Background and Progress of the "Winding-up Petition" The petition, initiated in 2009, has seen legal reversals, with management contesting the legitimacy of the proceedings - Yue Fang Si Qi filed a contentious winding-up petition against Guangzhou Zhengda in 2009, despite not being a registered shareholder or verified creditor[44] - The Guangzhou Intermediate Court dismissed the petition in May 2021, but the Guangdong High Court overturned this decision in May 2023, ordering a retrial[45] - In August 2023, a new liquidator was appointed for another compulsory liquidation, which Guangzhou Zhengda has lawfully refused to cooperate with[45] - Guangzhou Zhengda's business continues to operate normally, and it was granted a "Demolition Permit" in December 2024 to proceed with resettlement work in 2025[46][48] Management's Statement The Board maintains that the petition is legally flawed and that management remains in control of operations - The Board believes the petitioner lacks the legal standing to file for liquidation and that the alleged event of default, "voluntary dissolution," never occurred[50] - The liquidation proceedings initiated in 2009 are legally contentious, and the new liquidator has been unable to enforce the flawed liquidation[50] - Guangzhou Zhengda's management remains in control of its operations, assets, accounts, and company seals, and will petition the court to dismiss the application again[50] Update on a Major Acquisition The Group has extended the long stop date for a major acquisition to June 30, 2026, to finalize amended terms - The Group signed a new extension agreement on June 24, 2024, to extend the long stop date for a major acquisition to June 30, 2026, aiming to agree on revised terms[51] - If an amended timetable is agreed, the acquisition is expected to be funded through a combination of debt financing, equity financing, bank borrowings, or private equity funds[51] - The Company reiterates its confidence that the winding-up petition will be ruled invalid or dismissed within the foreseeable future (e.g., approximately two years)[51] Outlook The Group has weathered the real estate market downturn with a low gearing ratio and plans to advance its redevelopment projects - The Group survived the turmoil in Mainland China's real estate market by adhering to a low-leverage principle, maintaining a gearing ratio of only 0.1 during the period[52] - While China's property market has not yet bottomed out, the market shows polarization with prime luxury properties selling out quickly[52] - The Guangzhou redevelopment project timeline is delayed by one year due to incomplete demolition and legal disputes, with full commencement now expected in early 2028[53] - The Group intends to redevelop its stable shopping mall in Chongqing after the completion of the Guangzhou project[53] - The Group will focus on dismissing the winding-up petition and exploring investment opportunities in "new quality productive forces," including a potential new segment for photovoltaic solutions in the Greater Bay Area[54] Other Information National Security Law in Hong Kong and the National Games The Board supports the HKSAR Government's governance and congratulates Hong Kong on successfully hosting the National Games - The Board fully supports the HKSAR Government in governing according to the law[55] - The Board congratulates Hong Kong on the success of hosting the National Games events for the first time[56] Employees and Remuneration Policy The Group maintains a stable workforce with slightly lower staff costs, offering competitive remuneration and benefits Employee and Remuneration Information | Metric | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Number of employees | Approx. 20 | 20 | | Total staff costs (for the period) | HK$3,767,000 | HK$3,870,000 | - The Group offers competitive remuneration packages benchmarked against the market, including medical insurance, provident fund contributions, and discretionary bonuses based on performance[57] - The Group continuously provides adequate training and development resources for its employees[57] Corporate Governance Practices The Board believes the company has complied with the Corporate Governance Code throughout the period - The Board is of the view that the Company has complied with the code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules for the entire period[58] Model Code for Securities Transactions The company has adopted the Model Code for securities transactions and confirms directors' compliance - The Company has adopted the Model Code for Securities Transactions by Directors as set out in Appendix C3 to the Listing Rules as its code of conduct for securities transactions by directors[59] - Upon specific enquiry, the Company confirmed that all directors have complied with the required standards set out in the code during the period[59] Purchase, Sale or Redemption of the Company's Listed Securities Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period - During the period, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities[60] Review by Audit Committee The Group's unaudited interim financial statements have been reviewed by the Audit Committee - The Group's unaudited condensed consolidated financial statements for the period have been reviewed by the Company's Audit Committee[61] Publication of Interim Report for the six months ended 30 June 2025 The interim report will be dispatched to shareholders and published on the HKEX and company websites - The interim report for the six months ended 30 June 2025 will be dispatched to shareholders and published on the websites of HKEX (www.hkex.com.hk) and the Company (https://www.irasia.com/listco/hk/zhonghua) as soon as practicable[62]