盛洋投资(00174) - 2025 - 中期财报

Financial Highlights The 2025 interim report for Gemini Investments (Holdings) Limited reveals a year-on-year revenue decrease and expanded losses, primarily due to slower New York residential sales and commercial property revaluations in the US and Hong Kong, with total assets and cash also declining Key Interim Financial Data for 2025 (HKD Thousands) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 411,952 | 596,312 | | Loss Before Income Tax | (64,628) | (37,768) | | Loss for the Period | (116,626) | (53,146) | | Loss Attributable to Company Shareholders | (117,890) | (30,310) | | Loss Per Share — Basic (HKD) | (0.19) | (0.05) | | Loss Per Share — Diluted (HKD) | (0.19) | (0.05) | | Balance Sheet (Period End): | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | Total Assets | 9,574,819 | 10,118,632 | | Equity Attributable to Company Shareholders | 4,244,295 | 4,337,387 | | Cash and Cash Equivalents | 253,122 | 374,035 | Chairman's Report The Chairman's Report attributes expanded losses in H1 2025 to slower New York residential sales and US/HK commercial property revaluations, with the company focusing on US property, optimizing operations, and maintaining prudent capital management, while not recommending an interim dividend - In the first half of 2025, the Group's total revenue was HKD 412 million (H1 2024: HKD 596 million), with loss attributable to company shareholders approximately HKD 118 million (H1 2024: HKD 30 million)[6] - The primary reasons for the expanded loss include slower sales progress of New York residential projects, leading to reduced revenue, and downward revaluation of certain properties due to ongoing adjustments in the US and Hong Kong commercial property markets[6] - The Board of Directors does not recommend the payment of any interim dividend for the 2025 interim period on the company's ordinary shares[7] - The Group will continue to focus on property investment and development in the United States, managed through its US property fund management platform, Gemini Rosemont Realty LLC[8] - Facing a complex environment, the Group will adhere to a prudent capital management strategy, strengthen cash flow control, and flexibly respond to market changes[8] Management Discussion and Analysis This section details the Group's H1 2025 business and financial performance, focusing on US and Hong Kong commercial/residential real estate, analyzing revenue, expenses, fair value changes, liquidity, and updating on placement proceeds and staff - The Group continued to focus on commercial and residential real estate-related businesses in the US and Hong Kong during the 2025 interim period[12] Business Review The Group's business includes US and Hong Kong property investment, US property development, and other operations, with US investment properties comprising 72% of total assets, Hong Kong 3%, and US properties held for sale 6%, all managed by Gemini-Rosemont Realty LLC - The Group primarily engages in property investment in the United States and Hong Kong, as well as property development and other businesses in the United States[13] - As of June 30, 2025, investment properties in the US and Hong Kong accounted for 72% and 3% of our total assets, respectively, while properties held for sale in the US accounted for 6%[13] - All our properties in the United States are managed by the US property fund management platform, Gemini-Rosemont Realty LLC ('GR Realty')[13] Property Investment in the US As of June 30, 2025, the US investment property portfolio, valued at HKD 6.886 billion, includes eight commercial properties and several units in four New York City residential buildings, with an average occupancy rate of 74% - The US investment property portfolio comprises eight commercial properties and several units within four residential buildings in New York City[14] - As of June 30, 2025, the carrying value of our investment properties in the US totaled HKD 6,886 million (December 31, 2024: HKD 6,914 million)[14] - During the 2025 interim period, our investment properties in the US generated total revenue of HKD 348 million (H1 2024: HKD 377 million), with an average occupancy rate of 74%[14] Property Development in the US The Group's US property development projects include three residential redevelopment projects in Manhattan and Brooklyn, New York, with a total carrying value of HKD 547 million, and property sales revenue significantly decreased to HKD 54 million this period - The Group's property development projects include three residential redevelopment projects located in Manhattan and Brooklyn, New York[15] - The total carrying value was HKD 547 million (December 31, 2024: HKD 767 million)[15] - During the 2025 interim period, property sales revenue of HKD 54 million was recorded (H1 2024: HKD 215 million)[15] Investment Properties in Hong Kong Hong Kong investment properties, primarily Grade A office units in two buildings on Hong Kong Island, have a carrying value of HKD 293 million, representing 3% of total assets, with stable rental income of HKD 4 million and a 100% average occupancy rate - Investment properties in Hong Kong primarily consist of Grade A office units within two buildings on Hong Kong Island[16] - The total carrying value was HKD 293 million (December 31, 2024: HKD 321 million), accounting for 3% of our total assets as of June 30, 2025[16] - During the 2025 interim period, rental income from investment properties in Hong Kong was HKD 4 million (H1 2024: HKD 4 million), with an average occupancy rate of 100%[16] Other Businesses Other businesses include fund and securities investments; the securities investment portfolio increased to HKD 138 million but yielded lower returns, while the fund investment portfolio slightly decreased, recognizing a fair value loss - Other businesses primarily include fund investments and securities investments[17] - As of June 30, 2025, our securities investment portfolio was HKD 138 million (December 31, 2024: HKD 122 million), recording a securities investment gain of HKD 10 million (H1 2024: gain of HKD 15 million)[17] - The fund investment portfolio had a carrying value of HKD 453 million (December 31, 2024: HKD 458 million), recognizing a fair value loss of HKD 8 million (H1 2024: loss of HKD 12 million)[17] Financial Review The Group's total revenue decreased 31% year-on-year, mainly due to reduced New York property sales, which also lowered operating expenses; investment property fair value losses slightly narrowed but were still affected by market slowdowns Revenue The Group's total revenue decreased 31% year-on-year to HKD 412 million, primarily due to a significant reduction in property sales from New York City development projects Revenue Component Analysis (HKD Millions) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Rental Income | 269 | 288 | | Ancillary Services and Management Service Income from Property Leasing | 83 | 93 | | Property Sales | 54 | 215 | | Other | 6 | – | | Total Revenue | 412 | 596 | - The decrease in revenue was primarily attributable to reduced property sales from development projects located in New York City[18] Operating Expenses The Group's operating expenses decreased 35.8% year-on-year to HKD 190 million, mainly due to lower inventory costs resulting from reduced property sales in New York City development projects Operating Expense Component Analysis (HKD Millions) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Repairs, Maintenance and Utilities | 65 | 75 | | Property Insurance and Management Expenses | 23 | 25 | | Property Tax | 54 | 45 | | Cost of Inventories | 41 | 136 | | Other | 7 | 15 | | Total Operating Expenses | 190 | 296 | - The decrease in operating expenses was primarily due to reduced property sales from development projects in New York City, leading to lower inventory costs[21] Loss from Fair Value Change of Investment Properties Loss from fair value change of investment properties was HKD 162 million, a slight narrowing year-on-year, but the overall fair value decreased 2% due to a slowdown in the US and Hong Kong commercial property markets - During the 2025 interim period, a total loss from fair value change of investment properties of HKD 162 million was recorded (H1 2024: loss of HKD 167 million)[22] - The overall fair value of our investment properties decreased by 2% due to multiple factors leading to a slowdown in the US and Hong Kong commercial property markets[22] - Properties located in the US recorded a value decrease of 2% (approximately HKD 134 million), while our properties in Hong Kong recorded a value decrease of 9% (approximately HKD 28 million)[22] Other Income, Gains/Losses Other income, gains/losses primarily comprised interest income, which amounted to HKD 3 million this period, a year-on-year decrease - During the 2025 interim period, other income, gains/losses primarily included interest income of HKD 3 million (H1 2024: HKD 6 million)[23] Administrative and Other Expenses Administrative and other expenses decreased 17.35% year-on-year to HKD 79 million, mainly influenced by changes in exchange differences Administrative and Other Expenses Component Analysis (HKD Millions) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Staff Costs | 45 | 43 | | Legal and Professional Fees | 18 | 24 | | Depreciation | 6 | 7 | | Insurance Expenses | 4 | 3 | | Information Service Fees | 4 | 4 | | Auditor's Remuneration | 3 | 3 | | Net Exchange Differences | (14) | 1 | | Other | 13 | 11 | | Total | 79 | 96 | - Excluding a HKD 15 million change in exchange differences, there were no significant fluctuations in administrative and other expenses[24] Finance Costs Finance costs decreased 24% year-on-year to HKD 126 million, primarily due to the repayment of certain borrowings in 2024 and 2025 - The Group's finance costs for loans decreased by HKD 40 million to HKD 126 million (H1 2024: HKD 166 million)[25] - The decrease was due to the repayment of certain borrowings in 2024 and 2025[25] Loss Attributable to Limited Partners Loss attributable to limited partners was HKD 77 million, primarily stemming from the decrease in fair value of US investment properties - During the 2025 interim period, a loss of HKD 77 million (H1 2024: HKD 85 million) arising from the decrease in fair value of investment properties, primarily located in the US, was attributable to limited partners[26] Financial Resources and Liquidity The Group's cash resources decreased due to mortgage loan repayments, while total loans declined, but the proportion of short-term loans significantly increased, though the net gearing ratio improved Cash Resources The Group's total cash resources decreased 32.3% to HKD 253 million, primarily due to the repayment of maturing mortgage loans - As of June 30, 2025, the Group's total cash resources amounted to HKD 253 million (December 31, 2024: HKD 374 million)[27] - The decrease in cash resources was primarily due to the repayment of maturing mortgage loans[27] Loan Maturity Profile The Group's total loans decreased to HKD 3.411 billion, but loans maturing within one year significantly increased from 17% to 33%, raising short-term repayment pressure, though the net gearing ratio improved Loan Maturity Profile (HKD Millions) | Maturity | June 30, 2025 (HKD Millions) | Percentage of Loans | December 31, 2024 (HKD Millions) | Percentage of Loans | | :--- | :--- | :--- | :--- | :--- | | Within 1 Year | 1,134 | 33% | 644 | 17% | | 1 to 2 Years | 1,785 | 52% | 909 | 24% | | 2 to 5 Years | 492 | 15% | 2,244 | 59% | | Total | 3,411 | 100% | 3,797 | 100% | - The Group's net gearing ratio was 61% as of June 30, 2025 (December 31, 2024: 65%)[30] Financial Guarantees As of June 30, 2025, the Group had not provided any financial guarantees for the benefit of third parties - As of June 30, 2025, the Group had not provided any financial guarantees for the benefit of third parties[31] Pledged Assets The Group has pledged bank deposits and investment properties as collateral for loans, with the total value of pledged assets decreasing - As of June 30, 2025, the Group's pledged bank deposits amounted to HKD 62 million (December 31, 2024: HKD 60 million)[32] - Investment properties totaling HKD 4,557 million (December 31, 2024: HKD 5,180 million), along with interests in certain subsidiaries of the Group, were pledged as collateral for the Group's loans of HKD 3,189 million (December 31, 2024: HKD 3,797 million)[32] Significant Investments As of June 30, 2025, the Group held no significant investments valued at 5% or more of its total assets - As of June 30, 2025, the Group held no significant investments valued at 5% or more of its total assets as of that date[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[34] Capital Commitments As of June 30, 2025, the Group had no capital commitments - As of June 30, 2025, the Group had no capital commitments (December 31, 2024: nil)[35] Use of Proceeds from Placement Activities Of the HKD 179.2 million net proceeds from 2020 placement activities, HKD 96 million was used for US property development working capital, with the remaining HKD 83 million unutilized due to global economic uncertainty, expected to be invested in real estate-related projects by Q4 2025 - The net proceeds raised from the placement activities amounted to HKD 179.2 million[36] - As of June 30, 2025, HKD 96 million had been used as general working capital for the Group's US property development projects[37] - The remaining proceeds of HKD 83 million (representing 46% of the total net proceeds from the placement activities) intended for investment in real estate-related projects remain unutilized and are expected to be used by the fourth quarter of 2025 or earlier[37] Employees As of June 30, 2025, the Group had 74 full-time employees, with 60 in the US, and total staff costs amounted to HKD 45 million, of which HKD 37 million was for US employees - As of June 30, 2025, the total number of full-time employees was 74 (December 31, 2024: 85), of whom 60 (December 31, 2024: 69) were US employees[39] - During the 2025 interim period, the Group's total staff costs were HKD 45 million (H1 2024: HKD 43 million), with US employees accounting for HKD 37 million (H1 2024: HKD 35 million)[39] Independent Review Report BDO Limited, Hong Kong, reviewed Gemini Investments (Holdings) Limited's H1 2025 interim financial statements, concluding their preparation in all material respects complied with HKAS 34 'Interim Financial Reporting' with no unusual matters identified - The auditor has reviewed the interim financial statements presented on pages 13 to 51, which include the condensed consolidated statement of financial position of Gemini Investments (Holdings) Limited and its subsidiaries as of June 30, 2025, and the related condensed consolidated statement of profit or loss, condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in equity, and condensed consolidated statement of cash flows for the six-month period then ended, along with notes to the condensed consolidated financial statements[40] - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Hong Kong Institute of Certified Public Accountants, with a scope significantly smaller than an audit, and no audit opinion is expressed[41] - Based on our review, we have not become aware of any matter that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting'[43] Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, the Group reported revenue of HKD 412 million, a loss before income tax of HKD 64.6 million, a loss for the period of HKD 117 million, a loss attributable to company shareholders of HKD 118 million, and basic loss per share of HKD 0.19 Condensed Consolidated Statement of Profit or Loss (HKD Thousands) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 411,952 | 596,312 | | Direct Costs and Operating Expenses | (190,021) | (295,678) | | Other Income, Gains/Losses | 3,278 | 6,548 | | Administrative and Other Expenses | (78,514) | (96,232) | | Fair Value Change of Financial Instruments Held for Trading | 9,627 | 14,804 | | Fair Value Change of Financial Assets at Fair Value Through Profit or Loss | (7,709) | (11,790) | | Fair Value Change of Investment Properties | (162,212) | (167,284) | | Impairment Loss (Provision)/Reversal for Financial Assets | (1,481) | 2,640 | | Finance Costs | (126,456) | (166,589) | | Loss Attributable to Limited Partners | 76,908 | 85,468 | | Loss Before Income Tax | (64,628) | (37,768) | | Income Tax | (51,998) | (15,378) | | Loss for the Period | (116,626) | (53,146) | | Loss for the Period Attributable to Company Shareholders | (117,890) | (30,310) | | Basic Loss Per Share (HKD) | (0.19) | (0.05) | Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the Group's loss for the period was HKD 117 million, but the total comprehensive income loss for the period narrowed to HKD 91.6 million due to a positive impact from exchange differences on translating overseas operations Condensed Consolidated Statement of Comprehensive Income (HKD Thousands) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Loss for the Period | (116,626) | (53,146) | | Other Comprehensive Income: Exchange Differences on Translating Overseas Operations | 25,024 | (3,549) | | Total Comprehensive Income for the Period | (91,602) | (56,695) | | Total Comprehensive Income Attributable to Company Shareholders | (92,866) | (33,859) | | Total Comprehensive Income Attributable to Non-controlling Interests | 1,264 | (22,836) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets were HKD 9.575 billion, a decrease from year-end 2024, with investment properties remaining the largest non-current asset, and changes in current assets and liabilities resulting in a net current liability, while total equity stood at HKD 5.163 billion Condensed Consolidated Statement of Financial Position (HKD Thousands) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Total Assets | 9,574,819 | 10,118,632 | | Non-current Assets: Investment Properties | 7,178,749 | 7,235,163 | | Current Assets: Properties Held for Sale | 546,808 | 767,180 | | Current Assets: Cash and Bank Balances | 253,122 | 374,035 | | Net Current (Liabilities)/Assets | (317,392) | 395,116 | | Total Equity | 5,162,976 | 5,261,738 | | Equity Attributable to Company Shareholders | 4,244,295 | 4,337,387 | | Non-current Liabilities: Loans | 2,302,278 | 3,183,117 | Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the Group's total equity decreased from HKD 5.262 billion at the beginning of the period to HKD 5.163 billion at the end, primarily due to the loss for the period, partially offset by other comprehensive income from overseas operations' exchange differences Condensed Consolidated Statement of Changes in Equity (HKD Thousands) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Balance at Beginning of Period | 5,261,738 | 5,463,154 | | Loss for the Period | (116,626) | (53,146) | | Other Comprehensive Income: Exchange Differences on Translating Overseas Operations | 25,024 | (3,549) | | Total Comprehensive Income for the Period | (91,602) | (56,695) | | Distributions Paid to Perpetual Bond Holders | (226) | (226) | | Distributions Paid to Non-controlling Interests | (6,934) | (9,280) | | Balance at End of Period | 5,162,976 | 5,396,953 | Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group generated HKD 94.2 million net cash from operating activities, used HKD 55.7 million in investing activities, and HKD 170.5 million in financing activities, resulting in a net decrease of HKD 132 million in cash and cash equivalents Condensed Consolidated Statement of Cash Flows (HKD Thousands) | Metric | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Net Cash Inflow from Operating Activities | 94,212 | 189,654 | | Net Cash Used in Investing Activities | (55,743) | (52,718) | | Net Cash Used in Financing Activities | (170,450) | (208,747) | | Net Decrease in Cash and Cash Equivalents | (131,981) | (71,811) | | Cash and Cash Equivalents at Beginning of Period | 374,035 | 455,995 | | Effect of Exchange Rate Changes | 11,068 | (672) | | Cash and Cash Equivalents at End of Period | 253,122 | 383,512 | Notes to the Condensed Consolidated Financial Statements This section provides detailed notes to the Group's interim financial statements, covering preparation basis, key accounting policies, segment information, income and expense components, balance sheet item specifics, equity changes, loan details, related party transactions, and fair value measurements General Information Gemini Investments (Holdings) Limited's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, were prepared in accordance with HKAS 34 and the Listing Rules, and approved for issue on August 18, 2025 - The Group's unaudited condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[57] - These interim financial statements were approved and authorized for issue on August 18, 2025[59] Basis of Preparation The interim financial statements are prepared on a historical cost basis, with exceptions for investment properties and certain financial instruments measured at fair value, involving management judgments and estimates, and should be read in conjunction with the 2024 consolidated financial statements - These interim financial statements are presented in HKD and do not include all the information required for a complete set of financial statements prepared in accordance with Hong Kong Financial Reporting Standards, and should be read in conjunction with the 2024 consolidated financial statements[61] - These interim financial statements are unaudited but have been reviewed by BDO Limited in accordance with Hong Kong Standard on Review Engagements 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Hong Kong Institute of Certified Public Accountants[61] Principal Accounting Policies The interim financial statements adopt the same accounting policies as the 2024 annual financial statements, with new standards or interpretations effective from January 1, 2025, having no significant impact on the amounts presented - These interim financial statements are prepared in accordance with the same accounting policies adopted in the 2024 annual financial statements, except for accounting policies related to new standards or interpretations effective for periods beginning on or after January 1, 2025[62] - The adoption of the new amendments to Hong Kong Financial Reporting Standards during this period had no significant impact on the amounts presented and/or disclosed in these unaudited condensed consolidated financial statements[62] Segment Information The Group's operating segments are US property investment, US property development, Hong Kong property investment, fund investment, and securities and other investments, with US property investment remaining the primary revenue source in H1 2025, though segment performance declined - The Group's reportable and operating segments under HKFRS 8 Operating Segments include: US property investment, US property development, Hong Kong property investment, fund investment, and securities and other investments[65] H1 2025 Segment Revenue and Results (HKD Thousands) | Segment | Revenue | Results | | :--- | :--- | :--- | | US Property Investment | 348,323 | 147,455 | | US Property Development | 59,610 | (1,766) | | Hong Kong Property Investment | 3,786 | (25,119) | | Fund Investment | – | (6,858) | | Securities and Other Investments | 233 | 9,639 | | Consolidated Total | 411,952 | 123,351 | Segment Assets and Liabilities as of June 30, 2025 (HKD Thousands) | Segment | Assets | Liabilities | | :--- | :--- | :--- | | US Property Investment | 7,804,612 | 3,855,098 | | US Property Development | 820,832 | 227,491 | | Hong Kong Property Investment | 295,201 | 3,819 | | Fund Investment | 452,582 | 268 | | Securities and Other Investments | 167,110 | 190 | | Unallocated Assets/Liabilities | 34,482 | 324,977 | | Consolidated Total | 9,574,819 | 4,411,843 | Revenue The Group's revenue primarily derives from rental income, property sales, and ancillary services, with total revenue for H1 2025 at HKD 412 million, a 30.87% year-on-year decrease mainly due to significantly reduced property sales Revenue Source Analysis (HKD Thousands) | Revenue Source | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Rental Income | 268,504 | 288,228 | | Dividend Income | 353 | 211 | | Property Sales | 53,851 | 214,637 | | Food and Beverage Sales | 5,759 | – | | Ancillary Services and Management Service Income from Property Leasing | 83,485 | 93,236 | | Total Revenue | 411,952 | 596,312 | Direct Costs and Operating Expenses The Group's direct costs and operating expenses decreased 35.74% year-on-year to HKD 190 million, primarily due to a significant reduction in the cost of properties sold Direct Costs and Operating Expenses Analysis (HKD Thousands) | Expense Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Repairs, Maintenance and Utilities | 65,693 | 74,833 | | Property Insurance Costs | 7,766 | 8,082 | | Property Management Expenses | 15,069 | 16,601 | | Property Tax | 53,331 | 44,529 | | Cost of Properties Sold | 41,339 | 136,343 | | Cost of Sales | 3,834 | 13,544 | | Cost of Food and Beverage Sales | 1,420 | – | | Other | 1,569 | 1,746 | | Total | 190,021 | 295,678 | Other Income, Gains/Losses The Group's other income, gains/losses primarily consisted of interest income, amounting to HKD 2.71 million in H1 2025, a year-on-year decrease Other Income, Gains/Losses Analysis (HKD Thousands) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Interest Income | 2,712 | 6,466 | | Other | 566 | 82 | | Total | 3,278 | 6,548 | Administrative and Other Expenses The Group's administrative and other expenses decreased 18.39% year-on-year to HKD 78.51 million, mainly due to a shift from a net positive to a net negative exchange difference Administrative and Other Expenses Analysis (HKD Thousands) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Auditor's Remuneration | 3,441 | 3,393 | | Depreciation | 6,247 | 6,617 | | Staff Costs | 44,489 | 43,177 | | Legal and Professional Fees | 17,645 | 23,815 | | Net Exchange Differences | (14,639) | 1,234 | | Total | 78,514 | 96,232 | Finance Costs The Group's finance costs decreased 24.1% year-on-year to HKD 126 million, primarily due to reduced interest expenses on bank and other loans Finance Costs Analysis (HKD Thousands) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Interest on Bank and Other Loans | 122,798 | 161,479 | | Interest Expense on Lease Liabilities | 1,484 | 1,375 | | Amortization of Arrangement Fees | 2,174 | 3,735 | | Total | 126,456 | 166,589 | Income Tax The Group's income tax expense significantly increased to HKD 51.99 million, mainly comprising overseas tax and deferred tax expenses, with no provision for Hong Kong profits tax Income Tax Analysis (HKD Thousands) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Current Tax – Hong Kong Profits Tax | – | – | | Current Tax – Overseas Tax | 13,964 | 9,380 | | Deferred Tax Expense | 38,034 | 5,998 | | Total Income Tax | 51,998 | 15,378 | - The Group's US subsidiaries are subject to US federal income tax at 21% (2024: 21%) and state income tax ranging from 0% to 8.84% (2024: 0% to 8.84%)[78] Loss Per Share The Group's basic loss per share significantly widened to HKD 0.19 from HKD 0.05 in the prior period, with no adjustment for dilution due to the anti-dilutive effect of convertible preference shares - Basic loss per share attributable to company shareholders is calculated based on the adjusted loss attributable to company shareholders of approximately HKD 118,116,000 for the period and the weighted average of 635,570,000 ordinary shares outstanding during the period[79] - No adjustment has been made to the basic loss per share amounts presented for the six months ended June 30, 2025 and 2024, as the unexercised convertible preference shares had an anti-dilutive effect on the basic loss per share amounts presented[81] Interim Dividend The Board of Directors does not recommend the payment of any dividend for the 2025 interim period - The Board of Directors does not recommend the payment of a dividend for this interim period (six months ended June 30, 2024: nil)[82] Investment Properties The Group's total investment properties amounted to HKD 7.179 billion, predominantly US properties, with a net loss of HKD 162 million from fair value changes this period, and approximately 74% of investment properties leased under operating leases, with some pledged as collateral for bank loans Investment Property Composition (HKD Thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Hong Kong Properties | 293,080 | 321,420 | | US Properties | 6,885,669 | 6,913,743 | | Total | 7,178,749 | 7,235,163 | - During the period, the revaluation of investment properties resulted in a net loss from fair value changes of approximately HKD 162,212,000 (six months ended June 30, 2024: HKD 167,284,000)[83] - As of June 30, 2025, investment properties of approximately HKD 4,557,059,000 were pledged as collateral for bank loans of approximately HKD 2,969,196,000[84] Financial Assets at Fair Value Through Profit or Loss The Group's financial assets at fair value through profit or loss totaled HKD 461 million, primarily comprising unlisted fund investments and other assets (membership bonds), all classified within Level 3 of the fair value hierarchy Financial Assets at Fair Value Through Profit or Loss (HKD Thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Other Assets (Membership Bonds) | 8,000 | 7,670 | | Unlisted Fund Investments | 452,516 | 458,443 | | Total | 460,516 | 466,113 | - The fair value measurements of the above financial assets are classified within Level 3 of the fair value hierarchy[89] Deposits, Prepayments and Other Receivables The Group's deposits, prepayments, and other receivables increased to HKD 148 million, mainly including service income receivables, rental receivables, and accrued rental income Deposits, Prepayments and Other Receivables (HKD Thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Service Income Receivables | 10,407 | 7,444 | | Rental Receivables | 10,331 | 8,925 | | Accrued Rental Income Receivables | 79,841 | 81,870 | | Other Receivables | 24,561 | 18,969 | | Prepayments | 22,484 | 16,639 | | Total | 147,624 | 133,847 | Restricted Bank Deposits The Group's restricted bank deposits totaled HKD 156 million, primarily comprising pledged bank deposits, tenant deposits, and reserves, with most classified as current assets - As of June 30, 2025, restricted bank deposits included pledged bank deposits of approximately HKD 61,524,000, tenant deposits of approximately HKD 10,241,000, and margins and reserves of approximately HKD 88,571,000[92] - The pledged bank deposits were used to secure loans disclosed in Note 20[93] Properties Held for Sale The Group's properties held for sale decreased to HKD 547 million, all located in the US, with HKD 183 million transferred to investment properties and HKD 41.33 million derecognized from property sales during the period Changes in Properties Held for Sale (HKD Thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | At Beginning of Period/Year | 767,180 | 1,349,749 | | Transferred to Investment Properties | (182,620) | (392,260) | | Derecognized on Sale | (41,339) | (182,709) | | Exchange Adjustments | 3,587 | (7,600) | | At End of Period/Year | 546,808 | 767,180 | - All properties held for sale are located in the United States[94] Financial Instruments Held for Trading The Group's financial instruments held for trading, consisting of investments in US-listed equities, increased to HKD 138 million, with fair value determined by market bid prices - As of June 30, 2025, financial instruments held for trading refer to investments in US-listed equities of approximately HKD 137,885,000 (December 31, 2024: approximately HKD 121,812,000)[95] - The fair value of listed securities is determined by reference to market bid prices available from the relevant exchanges[95] Amounts Due to a Shareholder Amounts due to a shareholder include current amounts to Oceanwide Real Estate (Hong Kong) Limited and non-current amounts to Gemini Management Limited, with the latter bearing 4.25% annual interest and maturing on April 1, 2027 Amounts Due to a Shareholder (HKD Thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Current Liabilities: Oceanwide Real Estate (Hong Kong) Limited | 9,297 | 9,637 | | Non-current Liabilities: Gemini Management Limited | 418,256 | 415,234 | - The amount due to Gemini Management Limited is unsecured, bears interest at an annual rate of 4.25%, is denominated in USD, and is due on April 1, 2027[96] Loans The Group's total loans decreased to HKD 3.444 billion, primarily bank and revolving loans, with a significant increase in loans due within one year; some bank loans had covenant breaches but were resolved by depositing pledged bank deposits, and third-party loans were extended Loan Composition (HKD Thousands) | Loan Type | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Lease Liabilities | 33,440 | 38,806 | | Bank and Revolving Loans | 2,969,196 | 3,439,522 | | Notes Payable | 219,485 | 357,714 | | Third-Party Loans | 222,088 | – | | Total Loans | 3,444,209 | 3,836,042 | | Amounts Payable Within One Year Included Under Current Liabilities | (1,141,931) | (652,925) | - Bank and revolving loans are non-recourse and are secured by legal charges over certain investment properties and pledged bank deposits of the Group[99] - Certain bank loans had debt service coverage ratio covenant breaches, but the Group has deposited the required funds into pledged bank deposits as defined by the loan agreements[100] - Third-party loans have received lender consent, confirming their intention to extend the loans for at least one year beyond their maturity date[100] Other Financial Assets/Liabilities The Group's other financial assets and liabilities are primarily related to limited partners' interests, with fair value changes in these interests resulting in a HKD 76.9 million loss attributable to limited partners this period Other Financial Assets/Liabilities (HKD Thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Non-current Assets: Limited Partners' Interests | 314,822 | 476,549 | | Non-current Liabilities: Limited Partners' Interests | 12,514 | 17,269 | - Limited partners' interests represent the portion of profit or loss and net assets not held by the Group, presented separately in the Group's condensed consolidated statement of profit or loss and as assets/liabilities or equity in the condensed consolidated statement of financial position[101] - For the six months ended June 30, 2025, the loss allocated to limited partners was approximately HKD 76,908,000 (six months ended June 30, 2024: approximately HKD 85,468,000)[103] Share Capital As of June 30, 2025, the company's total issued and fully paid ordinary shares remained unchanged from year-end 2024 at 635,570,000 shares, with a share capital of HKD 371 million Issued and Fully Paid Ordinary Shares (HKD Thousands) | Item | June 30, 2025 (Number of Shares) | June 30, 2025 (HKD Thousands) | December 31, 2024 (Number of Shares) | December 31, 2024 (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | | At Beginning/End of Period/Year | 635,570,000 | 371,191 | 635,570,000 | 371,191 | - In accordance with Section 135 of the Hong Kong Companies Ordinance, the company's ordinary shares have no par value[104] Property, Plant and Equipment For the six months ended June 30, 2025, the Group acquired plant and machinery items at a cost of HKD 1.737 million, a significant decrease from the prior period - For the six months ended June 30, 2025, the Group acquired items of plant and machinery at a cost of HKD 1,737,000 (six months ended June 30, 2024: HKD 14,557,000)[105] Convertible Preference Share Reserve This section details the issuance, terms, and subsequent revisions and capital reductions of convertible preference shares, initially issued in 2014, with conversion terms revised in 2018, leading to reclassification as an equity instrument on July 1, 2018, due to non-compliance with the 'fixed amount for fixed number of equity instruments' standard - On December 23, 2014, the company issued 1,300,000,000 non-voting convertible preference shares to its shareholder, Gemini Management Limited, for a total subscription price of HKD 3,900,000,000[106] - On January 26, 2018, the company and Gemini Management Limited entered into a second supplemental deed, amending certain terms of the convertible preference shares, including advancing the conversion period, increasing the conversion price from HKD 3 to HKD 6, and adjusting the dividend to a fixed annual rate of 3%[108] - As the conversion option of the adjusted convertible preference shares did not meet the 'fixed amount for fixed number of equity instruments' criterion, it was initially classified as a liability and subsequently reclassified as an equity instrument on July 1, 2018[110] - The company has undertaken multiple capital reductions, involving the cancellation of convertible preference shares and transfer to accumulated losses or capital reduction reserve[111][112][113] Perpetual Bonds In 2017, the Group issued unsecured perpetual bonds with a total principal of HKD 2.26 billion, granting a 0.01% annual distribution right on the principal amount with no fixed redemption date, and HKD 226,000 was distributed to bondholders this period - On May 31, 2017, the company issued unsecured perpetual bonds with a total principal amount of approximately HKD 2,259,500,000 to its shareholder, Gemini Management Limited[114] - The perpetual bonds grant the right to receive distributions at 0.01% per annum on the principal amount and have no fixed redemption date[114] - For the six months ended June 30, 2025, distributions paid to perpetual bond holders by the company amounted to approximately HKD 226,000 (six months ended June 30, 2024: approximately HKD 226,000)[115] Operating Lease Commitments As a lessor, the Group's operating lease commitments for investment properties total HKD 1.619 billion in undiscounted lease payments receivable for future periods, with lease terms ranging from one month to ten years Undiscounted Lease Payments Receivable for Future Periods (HKD Thousands) | Period | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Within 1 Year | 460,262 | 491,155 | | After 1 Year but Within 2 Years | 404,672 | 387,802 | | After 2 Years but Within 3 Years | 267,695 | 286,592 | | After 3 Years but Within 4 Years | 197,145 | 166,971 | | After 4 Years but Within 5 Years | 153,268 | 182,799 | | After 5 Years | 135,538 | 23,546 | | Total | 1,618,580 | 1,538,865 | - The properties held by the Group have committed tenants, with lease terms ranging from one month to ten years[116] Related Party Transactions Key management personnel compensation amounted to HKD 2.55 million, and transactions with a shareholder (Gemini Management Limited) resulted in HKD 8.905 million in interest expenses Related Party Transactions (HKD Thousands) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Key Management Personnel Compensation | 2,550 | 2,253 | | Interest Expense with a Shareholder | 8,905 | 8,983 | Fair Value Measurement The Group's financial assets and liabilities are measured using a three-level fair value hierarchy, with financial instruments held for trading (listed equities) classified as Level 1, and other financial assets (unlisted fund investments and limited partners' interests) as Level 3 as of June 30, 2025 - Fair value hierarchy is categorized into: Level 1 (quoted prices in active markets for identical assets and liabilities), Level 2 (observable input data), and Level 3 (unobservable input data)[122] Financial Assets Measured at Fair Value as of June 30, 2025 (HKD Thousands) | Type | Level 1 | Level 3 | Total | | :--- | :--- | :--- | :--- | | Financial Assets at Fair Value Through Profit or Loss - Other | – | 8,000 | 8,000 | | Financial Assets at Fair Value Through Profit or Loss - Unlisted Fund Investments | – | 452,516 | 452,516 | | Financial Instruments Held for Trading | 137,885 | – | 137,885 | | Limited Partners' Interests | – | 314,822 | 314,822 | | Total | 137,885 | 775,338 | 913,223 | - The valuation of unlisted fund investments is based on the asset approach, and their fair value is sensitive to discounts/premiums determined by property quality[124] - The fair value of limited partners' interests is determined using the asset approach, primarily calculated by reference to the estimated fair value of the relevant investment property portion in which the limited partners hold interests[125] Other Information This section discloses directors' and chief executives' and major shareholders' interests in securities, and the company's compliance with corporate governance, directors' securities dealing code, changes in directors' information, share repurchases, and public float requirements Directors' and Chief Executives' Interests in Securities of the Company and its Associated Corporations As of June 30, 2025, no directors or chief executives of the company held any interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations requiring disclosure under the SFO or Listing Rules - As of June 30, 2025, none of the company's directors or chief executives had any interests or short positions in the shares, underlying shares, or debentures of the company or any of its associated corporations that are required to be disclosed under the Securities and Futures Ordinance or the Listing Rules of The Stock Exchange of Hong Kong Limited[128] Directors' Rights to Acquire Shares or Debentures During the 2025 interim period, neither the company, its holding company, nor any of its subsidiaries or fellow subsidiaries were involved in any arrangements enabling directors to acquire benefits by purchasing shares or debentures of the company or any other body corporate - At no time during the six months ended June 30, 2025, was the company, its holding company, or any of its subsidiaries or fellow subsidiaries a party to any arrangement to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the company or any other body corporate[129] Major Shareholders' Interests in Securities of the Company As of June 30, 2025, Oceanwide Holdings Limited and its associates, Gemini Management Limited, Fountain International Limited and its associates, and Hong Kong Paxstar Enterprise Limited and its associates were major shareholders of the company, holding interests in shares or underlying shares Major Shareholders' Interests in Securities of the Company (June 30, 2025) | Name | Nature/Capacity of Interest | Number of Shares/Underlying Shares | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Oceanwide Holdings Limited | Interest in Controlled Corporation | 800,654,083 (Long Position) | 125.97% | | Yiu Shing Development Limited | Interest in Controlled Corporation | 800,654,083 (Long Position) | 125.97% | | Sun Young International Limited | Interest in Controlled Corporation | 800,654,083 (Long Position) | 125.97% | | Oceanwide Real Estate (Hong Kong) Limited | Interest in Controlled Corporation | 800,654,083 (Long Position) | 125.97% | | Gemini Management Limited | Beneficial Owner | 535,153,166 (Long Position) | 84.20% | | Jie Ning Limited | Interest in Controlled Corporation | 265,500,917 (Long Position) | 41.77% | | Rui Xi Venture Capital Limited | Interest in Controlled Corporation | 265,500,917 (Long Position) | 41.77% | | Oceanwide Capital Holdings Limited | Interest in Controlled Corporation | 265,500,917 (Long Position) | 41.77% | | Dong Fan Limited | Interest in Controlled Corporation | 265,500,917 (Long Position) | 41.77% | | Oceanland Global Investment Limited | Interest in Controlled Corporation | 265,500,917 (Long Position) | 41.77% | | Yao Pin Venture Capital Limited | Interest in Controlled Corporation | 265,500,917 (Long Position) | 41.77% | | Fountain International Limited | Beneficial Owner | 265,500,917 (Long Position) | 41.77% | | Hong Kong Paxstar Enterprise Limited | Beneficial Owner | 45,139,000 (Long Position) | 7.10% | | Zhang Li | Interest in Controlled Corporation | 45,139,000 (Long Position) | 7.10% | - Oceanwide Holdings Limited indirectly holds interests in Gemini Management Limited and Fountain International Limited through its wholly-owned subsidiaries[136] - Mr. Zhang Li wholly owns Hong Kong Paxstar Enterprise Limited[136] Corporate Governance During the 2025 interim period, the company complied with the applicable code provisions set out in Appendix C1 Part 2 (Corporate Governance Code) of the Listing Rules - During the 2025 interim period, the company has complied with the applicable code provisions set out in Appendix C1 Part 2 (Corporate Governance Code) of the Listing Rules when such code provisions were in effect[138] Review by Auditor and Review Committee The Review Committee and management reviewed the Group's accounting principles, internal controls, and financial reporting matters, including the unaudited interim financial information for the 2025 interim period, which was also reviewed by the company's auditor - The Review Committee and the company's management have reviewed the accounting principles and practices adopted by the Group and discussed auditing, internal control, and financial reporting matters, including the review of the Group's unaudited interim financial information for the 2025 interim period[139] - The company's auditor has reviewed the Group's unaudited interim financial information for the 2025 interim period in accordance with Hong Kong Standard on Review Engagements 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Hong Kong Institute of Certified Public Accountants[139] Code for Securities Transactions by Directors and Relevant Employees The company adopted the Model Code as the code of conduct for directors' securities transactions, with all directors confirming compliance during the 2025 interim period, and also adopted a code for relevant employees' securities transactions with terms no less exacting than the Model Code - The company has adopted the Model Code as the code of conduct for directors' securities transactions, and all directors confirmed their compliance with the standards set out in the Model Code during the 2025 interim period[140] - The company has also adopted a code of conduct for securities transactions by relevant employees, with terms no less exacting than the standards set out in the Model Code[140] Changes in Directors' Information The report discloses recent changes in the Board of Directors, including Ms. Lam Yee Lan's appointment to the Nomination Committee, and changes in other listed company positions for Mr. Leung Wai Hung and Mr. Lai Kwok Hung - Executive Director Ms. Lam Yee Lan was appointed as a member of the company's Nomination Committee, effective June 26, 2025[142] - Independent Non-executive Director Mr. Leung Wai Hung resigned as an independent non-executive director of Wang Lee Construction Holdings Limited, effective July 14, 2025[142] - Executive Director Mr. Lai Kwok Hung was appointed as a member of the Nomination Committee of Wah Yan Holdings Limited, effective July 29, 2025[142] Purchase, Sale or Redemption of the Company's Listed Securities During the 2025 interim period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed shares - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed shares during the 2025 interim period[143] Sufficiency of Public Float Throughout the 2025 interim period, the company maintained a sufficient public float for its ordinary shares as required by the Listing Rules - Throughout the 2025 interim period, the company maintained a sufficient public float for its ordinary shares as required by the Listing Rules[145] Company Information This section provides essential information for Gemini Investments (Holdings) Limited, including its Board of Directors, committee compositions, company secretary, authorized representatives, auditor, legal counsel, principal bankers, share registrar, registered office, principal place of business, listing information, and company website - The Board of Directors includes Executive Directors Shen Peiying (Chairman), Lai Kwok Hung (CEO), Lam Yee Lan; Non-executive Director Tang Runjiang; Independent Non-executive Directors Lo Huen Bo, Lee Sai Kai, Leung Wai Hung[147] - The auditor is BDO Limited, Hong Kong[148] - The company's stock code is 174, and its website is www.geminiinvestments.com.hk[150](index=150&type=chunk)