大生地产(00089) - 2025 - 中期财报

Company Information The Company's Board of Directors includes executive, non-executive, and independent non-executive directors, with Ma Ching Wai serving as Chairman and Chief Executive - The composition of the Audit, Remuneration, and Nomination Committees is specified, ensuring a sound corporate governance structure[4][5] - The Company Secretary is Ma Ching Man, the auditor is PricewaterhouseCoopers, and key bankers and legal advisors are listed[6][7] Condensed Consolidated Statement of Financial Position Total assets decreased by 1.72% to HKD 11,335,048 thousand, primarily due to a reduction in non-current assets, while total equity decreased by 2.59% Condensed Consolidated Statement of Financial Position Summary (HKD thousands) | Metric | June 30, 2025 | December 31, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | ASSETS | | | | | | Non-current assets | 11,043,722 | 11,265,078 | (221,356) | -1.96% | | Current assets | 291,326 | 268,023 | 23,303 | 8.70% | | Total assets | 11,335,048 | 11,533,101 | (198,053) | -1.72% | | EQUITY | | | | | | Equity attributable to owners of the Company | 8,045,113 | 8,261,890 | (216,777) | -2.62% | | Non-controlling interests | 274,909 | 279,356 | (4,447) | -1.59% | | Total equity | 8,320,022 | 8,541,246 | (221,224) | -2.59% | | LIABILITIES | | | | | | Non-current liabilities | 2,748,056 | 2,348,768 | 399,288 | 17.00% | | Current liabilities | 266,970 | 643,087 | (376,117) | -58.49% | | Total liabilities | 3,015,026 | 2,991,855 | 23,171 | 0.77% | | Total equity and liabilities | 11,335,048 | 11,533,101 | (198,053) | -1.72% | - As of June 30, 2025, total assets decreased by 1.72% to HKD 11,335,048 thousand from December 31, 2024, primarily due to a reduction in non-current assets[8][10] - Total equity decreased by 2.59% to HKD 8,320,022 thousand, while total liabilities slightly increased by 0.77% to HKD 3,015,026 thousand, with non-current liabilities significantly increasing by 17.00% and current liabilities sharply decreasing by 58.49%[8][10] Condensed Consolidated Statement of Profit or Loss Revenue for the period decreased by 2.34%, while gross profit increased by 8.38%, but fair value loss on investment properties led to a significant increase in operating loss Condensed Consolidated Statement of Profit or Loss Summary (HKD thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 234,971 | 240,589 | (5,618) | -2.34% | | Cost of sales | (84,229) | (101,499) | 17,270 | -17.02% | | Gross profit | 150,742 | 139,090 | 11,652 | 8.38% | | Fair value loss on investment properties | (198,561) | (129,824) | (68,737) | 52.95% | | Other (losses) / gains, net | (3,357) | 1,047 | (4,404) | -420.63% | | Administrative expenses | (92,083) | (79,560) | (12,523) | 15.74% | | Operating loss | (143,259) | (69,247) | (74,000) | 106.86% | | Finance income | 1,118 | 1,395 | (277) | -19.86% | | Finance costs | (61,143) | (77,114) | 15,971 | -20.71% | | Net finance costs | (60,025) | (75,719) | 15,694 | -20.73% | | Loss before income tax | (203,284) | (144,966) | (58,318) | 40.23% | | Income tax expense | (1,247) | (17,601) | 16,354 | -92.91% | | Loss for the period | (204,531) | (162,567) | (41,964) | 25.81% | | Loss attributable to owners of the Company | (202,062) | (158,181) | (43,881) | 27.74% | | Loss per share (basic and diluted) | HKD (0.70) | HKD (0.55) | (0.15) | 27.27% | - Revenue for the period decreased by 2.34% year-on-year to HKD 234,971 thousand, while cost of sales decreased by 17.02%, leading to an 8.38% increase in gross profit[12] - Fair value loss on investment properties significantly increased by 52.95% to HKD 198,561 thousand, which was the primary reason for the 106.86% year-on-year expansion of operating loss to HKD 143,259 thousand[12] - Net finance costs decreased by 20.73% year-on-year to HKD 60,025 thousand, but loss for the period still expanded by 25.81% to HKD 204,531 thousand, with loss per share increasing to HKD 0.70[12] Condensed Consolidated Statement of Comprehensive Income Total comprehensive loss for the period expanded by 25.22% to HKD 205,177 thousand, primarily due to the increased loss for the period Condensed Consolidated Statement of Comprehensive Income Summary (HKD thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Loss for the period | (204,531) | (162,567) | (41,964) | 25.81% | | Other comprehensive income | | | | | | Fair value changes of financial assets at fair value through other comprehensive income | (646) | (1,276) | 630 | -49.37% | | Currency translation differences | – | (9) | 9 | -100.00% | | Other comprehensive income for the period | (646) | (1,285) | 639 | -49.73% | | Total comprehensive income for the period | (205,177) | (163,852) | (41,325) | 25.22% | | Total comprehensive income attributable to owners of the Company | (202,394) | (158,896) | (43,498) | 27.38% | | Total comprehensive income attributable to non-controlling interests | (2,783) | (4,956) | 2,173 | -43.85% | - Total comprehensive loss for the period was HKD 205,177 thousand, an increase of 25.22% from the prior year, primarily due to the increased loss for the period[14] - Fair value changes of financial assets at fair value through other comprehensive income decreased by 49.37% year-on-year to a loss of HKD 646 thousand, with no currency translation differences in the current period compared to the prior year[14] Condensed Consolidated Statement of Cash Flows Net cash generated from operating activities increased by 4.56%, while investing activities turned into a net inflow, leading to a significant improvement in cash and cash equivalents Condensed Consolidated Statement of Cash Flows Summary (HKD thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net cash generated from operating activities | 75,834 | 72,526 | 3,308 | 4.56% | | Net cash generated from / (used in) investing activities | 295 | (6,236) | 6,531 | -104.73% | | Net cash used in financing activities | (53,055) | (78,622) | 25,567 | -32.52% | | Net increase / (decrease) in cash and cash equivalents | 23,074 | (12,332) | 35,406 | -287.11% | | Cash and cash equivalents at end of period | 146,512 | 96,023 | 50,489 | 52.58% | - Net cash generated from operating activities increased by 4.56% year-on-year to HKD 75,834 thousand[16] - Investing activities shifted from a net cash outflow last year to a net cash inflow of HKD 295 thousand this period, mainly due to reduced expenditure on property, plant and equipment and investment properties[16] - Net cash used in financing activities decreased by 32.52% year-on-year to HKD 53,055 thousand, primarily benefiting from changes in net bank loan borrowings and repayments, and reduced interest expenses[16] - Cash and cash equivalents at the end of the period significantly increased by 52.58% to HKD 146,512 thousand, indicating a notable improvement in liquidity[16] Condensed Consolidated Statement of Changes in Equity Total equity decreased to HKD 8,320,022 thousand as of June 30, 2025, primarily due to the loss for the period and dividends paid Condensed Consolidated Statement of Changes in Equity Summary (HKD thousands) | Metric | June 30, 2025 | January 1, 2024 | June 30, 2024 | | :--- | :--- | :--- | :--- | | At beginning of period/year | 8,541,246 | 8,912,700 | 8,912,700 | | Loss for the period | (204,531) | (162,567) | (162,567) | | Other comprehensive income | (646) | (1,285) | (1,285) | | Dividends paid | (16,047) | (20,056) | (20,056) | | At end of period/year | 8,320,022 | 8,728,792 | 8,728,792 | - As of June 30, 2025, total equity was HKD 8,320,022 thousand, a decrease from HKD 8,541,246 thousand as of January 1, 2025, primarily due to the loss for the period and dividends paid[18] - Retained profits attributable to owners of the Company decreased from HKD 7,073,831 thousand as of January 1, 2025, to HKD 6,857,386 thousand as of June 30, 2025[18] Notes to the Condensed Consolidated Interim Financial Information This section provides detailed notes on the Group's financial information, covering general matters, accounting policies, risk management, key estimates, segment data, and specific financial statement items 1. General Information The Group's principal activities include property investment, leasing, development, management, and agency services, as well as hotel and catering operations - The Group's principal activities include property investment, leasing, development, management, and agency services, as well as hotel and catering operations[21] - The Company's shares are listed on The Stock Exchange of Hong Kong, with its registered office in Wong Chuk Hang, Hong Kong[21] - The condensed consolidated interim financial information was approved by the Board on August 27, 2025, presented in HKD, and annual financial statements were filed under the Hong Kong Companies Ordinance with an unqualified auditor's report[21] 2. Summary of Significant Accounting Policies The condensed consolidated interim financial information is prepared under the historical cost convention, adhering to HKAS 34, with no material impact from the adoption of HKAS 21 (Revised) - Financial information is prepared under the historical cost convention, except for investment properties, financial assets at fair value through other comprehensive income, and derivative financial instruments, which are measured at fair value[22] - Preparation is in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the Hong Kong Institute of Certified Public Accountants[22] - The Group adopted HKAS 21 (Revised) 'Lack of Exchangeability' during the period, which had no material impact on its results or financial position[22] 3. Financial Risk Management The Group faces various financial risks, including foreign currency, credit, liquidity, interest rate, and price risks, with no significant changes in risk management policies since last year-end - The Group's operations are exposed to foreign currency risk, credit risk, liquidity risk, interest rate risk, and price risk[23] - There have been no significant changes to risk management policies since the end of last year[24] - Fair value measurement of financial instruments uses a three-level disclosure hierarchy, with financial assets at fair value through other comprehensive income classified as Level 1 and derivative financial instruments as Level 2[24][25] - For the six months ended June 30, 2025, there were no transfers between different levels of the fair value hierarchy for the Group's financial assets and liabilities[25] 4. Critical Accounting Estimates and Judgements Accounting estimates and judgments are continuously evaluated based on historical experience and expectations of future events, with no significant changes compared to the 2024 annual report - Accounting estimates and judgments are continuously evaluated based on historical experience and expectations of future events[27] - Compared to the 2024 annual report, there were no significant changes in the estimates and assumptions used in preparing the condensed consolidated interim financial information for the current period[27] 5. Revenue and Segment Information The Group's revenue primarily stems from property leasing, property-related services, and hotel and catering operations, with total revenue decreasing by 2.34% due to a significant decline in US segment revenue Revenue Recognized During the Period (HKD thousands) | Revenue Source | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Property leasing - investment properties | 158,229 | 164,119 | (5,890) | -3.59% | | Property leasing - properties held for sale | 13,257 | 13,791 | (534) | -3.87% | | Property related services | 14,653 | 14,710 | (57) | -0.39% | | Hotel operations | 39,799 | 39,587 | 212 | 0.54% | | Catering operations | 9,033 | 8,382 | 651 | 7.77% | | Total revenue | 234,971 | 240,589 | (5,618) | -2.34% | - The Group's operating segments are Hong Kong and the United States, with the executive directors of the Company serving as the chief operating decision makers[29] Segment Total Revenue (HKD thousands) | Segment | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 210,026 | 209,746 | 280 | 0.13% | | United States | 24,945 | 30,843 | (5,898) | -19.12% | | Total | 234,971 | 240,589 | (5,618) | -2.34% | - Hong Kong segment revenue slightly increased by 0.13%, while US segment revenue significantly decreased by 19.12%, leading to a reduction in total revenue[31][33] 6. Property, Plant and Equipment and Investment Properties As of June 30, 2025, property, plant and equipment had a net carrying amount of HKD 1,931,908 thousand, and investment properties were valued at HKD 9,095,152 thousand, with a fair value loss of HKD 198,561 thousand recorded during the period Property, Plant and Equipment and Investment Properties Carrying Amount/Valuation (HKD thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Property, plant and equipment | 1,931,908 | 1,952,774 | | Investment properties | 9,095,152 | 9,294,986 | | Total | 11,027,060 | 11,247,760 | - Fair value loss on investment properties for the period was HKD 198,561 thousand, resulting in a decrease in investment property valuation[35] - All of the Group's investment properties measured at fair value are classified as Level 3 within the fair value hierarchy, with valuations performed by independent qualified valuers[36] - Valuation techniques primarily include the income capitalization approach (for completed properties), direct comparison approach (for certain car parks), and residual method (for properties under development), with no changes in valuation techniques during the period[36][37][38] 7. Trade and Other Receivables As of June 30, 2025, trade receivables, net, increased to HKD 2,716 thousand from HKD 1,817 thousand as of December 31, 2024, primarily consisting of rental and management fees with a 30-day credit period Trade Receivables, Net (HKD thousands) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0 to 30 days | 2,071 | 1,450 | | 31 to 60 days | 215 | 367 | | 61 to 90 days | 257 | – | | Over 90 days | 173 | – | | Total | 2,716 | 1,817 | - Trade receivables, net, increased from HKD 1,817 thousand as of December 31, 2024, to HKD 2,716 thousand as of June 30, 2025[39] - Trade receivables primarily consist of rental and management fees, with a 30-day credit period for management fee receivables[39] 8. Share Capital As of June 30, 2025, the Company's issued and fully paid ordinary shares totaled 287,670 thousand, with share capital of HKD 417,321 thousand, remaining unchanged from December 31, 2024 Ordinary Shares Issued and Fully Paid | Metric | Number of shares (thousands) | Share capital (HKD thousands) | | :--- | :--- | :--- | | June 30, 2025 | 287,670 | 417,321 | | December 31, 2024 | 287,670 | 417,321 | - The number of ordinary shares issued and fully paid and the share capital of the Company remained stable and unchanged during the reporting period[40] 9. Long-term Bank Loans - Secured Total long-term bank loans increased to HKD 2,603,640 thousand as of June 30, 2025, with the portion repayable within one year significantly reduced, and these loans are secured by properties and rental income in the US and Hong Kong Long-term Bank Loans - Secured (HKD thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Bank loans - repayable within five years | 2,603,640 | 2,479,744 | | Portion repayable within one year classified as current liabilities | (87,077) | (360,540) | | Long-term bank loans | 2,516,563 | 2,119,204 | - Total long-term bank loans increased from HKD 2,479,744 thousand as of December 31, 2024, to HKD 2,603,640 thousand as of June 30, 2025[41] - The portion of long-term bank loans repayable within one year significantly decreased from HKD 360,540 thousand to HKD 87,077 thousand[41] - Long-term bank loans are secured by property, plant and equipment, investment properties, and their rental income located in the US and Hong Kong, with a total carrying amount of HKD 7,686,162 thousand[41] 10. Deferred Income Tax Liabilities Net deferred income tax liabilities slightly decreased to HKD 227,524 thousand as of June 30, 2025, with a credit of HKD 1,665 thousand to profit or loss during the period Movement in Net Deferred Income Tax Liabilities (HKD thousands) | Metric | June 30, 2025 | June 30, 2024 | December 31, 2024 | | :--- | :--- | :--- | :--- | | Beginning of period/year | 229,189 | 252,081 | 252,081 | | (Credited) / charged to profit or loss | (1,665) | 16,047 | (22,892) | | End of period/year | 227,524 | 268,128 | 229,189 | - Net deferred income tax liabilities slightly decreased from HKD 229,189 thousand as of December 31, 2024, to HKD 227,524 thousand as of June 30, 2025[43] - Deferred income tax of HKD 1,665 thousand was credited to profit or loss this period, compared to a charge of HKD 16,047 thousand in the prior period[43] 11. Derivative Financial Instruments As of June 30, 2025, the Group held interest rate swap contract liabilities of HKD 3,705 thousand, which generated a net fair value loss of HKD 3,973 thousand during the period Derivative Financial Instruments Liabilities (HKD thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Interest rate swap contracts | 3,705 | – | - As of June 30, 2025, the Group held interest rate swap contract liabilities of HKD 3,705 thousand, with a notional principal amount of HKD 200,000,000[45] - During the period, interest rate swap contracts generated a net fair value loss of HKD 3,973 thousand, which was recognized and charged to profit or loss[45] 12. Trade and Other Payables Trade payables decreased to HKD 7,079 thousand as of June 30, 2025, with the majority due within 30 days Aging Analysis of Trade Payables (HKD thousands) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0 to 30 days | 6,327 | 8,362 | | 31 to 60 days | 403 | 179 | | 61 to 90 days | 349 | 15 | | Over 90 days | – | 16 | | Total | 7,079 | 8,572 | - Trade payables decreased from HKD 8,572 thousand as of December 31, 2024, to HKD 7,079 thousand as of June 30, 2025[46] - The majority of trade payables (HKD 6,327 thousand) are due within 0 to 30 days[46] 13. Short-term Bank Loans Short-term bank loans significantly decreased to HKD 54,700 thousand as of June 30, 2025, and are secured by certain investment properties and property, plant and equipment in Hong Kong Short-term Bank Loans (HKD thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Short-term bank loans - secured | 54,700 | 150,000 | - Short-term bank loans significantly decreased from HKD 150,000 thousand as of December 31, 2024, to HKD 54,700 thousand as of June 30, 2025[47] - These loans are secured by certain investment properties, property, plant and equipment, and their rental income located in Hong Kong[47] 14. Costs and Expenses Total cost of sales and administrative expenses decreased by 2.62% to HKD 176,312 thousand for the six months ended June 30, 2025, driven by reduced investment property-related expenses Key Costs and Expenses (HKD thousands) | Expense Category | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Depreciation | 21,998 | 22,997 | (999) | -4.34% | | Amortization of capitalized leasing costs | 1,890 | 2,320 | (430) | -18.53% | | Impairment allowance for trade receivables | – | 102 | (102) | -100.00% | | Expenses related to investment properties | 29,936 | 34,045 | (4,109) | -12.07% | | Expenses related to hotel and catering operations | 36,145 | 35,098 | 1,047 | 2.98% | | Other employee benefits expenses | 41,235 | 40,344 | 891 | 2.21% | | Total cost of sales and administrative expenses | 176,312 | 181,059 | (4,747) | -2.62% | - Total cost of sales and administrative expenses decreased by 2.62% year-on-year to HKD 176,312 thousand[48] - Expenses related to investment properties significantly decreased by 12.07%, while expenses related to hotel and catering operations slightly increased[48] 15. Other (Losses) / Gains, Net The Group recorded other losses, net, of HKD 3,357 thousand for the six months ended June 30, 2025, a significant deterioration from the prior period's gain, primarily due to derivative financial instrument losses Other (Losses) / Gains, Net (HKD thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Dividend income | 652 | 670 | (18) | -2.69% | | Realized and unrealized losses, net, on derivative financial instruments | (3,973) | – | (3,973) | -100.00% | | (Loss) / gain, net, on disposal of property, plant and equipment | (36) | 377 | (413) | -109.55% | | Total | (3,357) | 1,047 | (4,404) | -420.63% | - Other losses, net, for the period amounted to HKD 3,357 thousand, a significant deterioration from the prior period's gain of HKD 1,047 thousand[50] - The primary reason was a net realized and unrealized loss of HKD 3,973 thousand on derivative financial instruments, which was absent in the prior period[50] 16. Finance Income and Costs Net finance costs significantly decreased by 20.73% to HKD 60,025 thousand for the six months ended June 30, 2025, primarily due to a substantial reduction in interest expense on bank loans Finance Income and Costs (HKD thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Interest income from bank deposits | 1,118 | 1,395 | (277) | -19.86% | | Interest expense on bank loans | (61,143) | (77,114) | 15,971 | -20.71% | | Net finance costs | (60,025) | (75,719) | 15,694 | -20.73% | - Net finance costs decreased by 20.73% year-on-year to HKD 60,025 thousand[51] - Interest expense on bank loans significantly decreased by 20.71% to HKD 61,143 thousand, which was the main reason for the reduction in net finance costs[51] 17. Income Tax Expense Total income tax expense significantly decreased by 92.91% to HKD 1,247 thousand for the six months ended June 30, 2025, primarily due to a deferred income tax credit for the US segment Income Tax Expense (HKD thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Current income tax - Hong Kong profits tax | (2,894) | (1,541) | (1,353) | 87.80% | | Current income tax - US tax | (18) | (13) | (5) | 38.46% | | Deferred income tax - Hong Kong | (1,248) | (1,698) | 450 | -26.50% | | Deferred income tax - US | 2,913 | (14,349) | 17,262 | -120.30% | | Total income tax expense | (1,247) | (17,601) | 16,354 | -92.91% | - Total income tax expense significantly decreased by 92.91% year-on-year to HKD 1,247 thousand[53] - Deferred income tax for the US segment shifted from a charge of HKD 14,349 thousand last year to a credit of HKD 2,913 thousand this period, which was the main reason for the significant decrease in total income tax expense[53] - Hong Kong profits tax is calculated at a rate of 16.5%, and overseas subsidiaries had no estimated assessable profits for the period (except for US minimum state tax)[52] 18. Loss Per Share Basic and diluted loss per share expanded to HKD 0.70 for the six months ended June 30, 2025, an increase of 27.27% from the prior period Loss Per Share | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Loss attributable to owners of the Company (HKD thousands) | 202,062 | 158,181 | 43,881 | 27.74% | | Number of ordinary shares in issue (thousands) | 287,670 | 287,670 | 0 | 0.00% | | Loss per share (basic and diluted) | HKD (0.70) | HKD (0.55) | (0.15) | 27.27% | - Basic and diluted loss per share expanded from HKD 0.55 in the prior period to HKD 0.70, an increase of 27.27%[54] - As there were no potentially dilutive ordinary shares during the period, diluted loss per share was equal to basic loss per share[54] 19. Dividends The Board has declared an interim dividend of HK 3 cents per ordinary share for the year ending December 31, 2025, a 25% decrease from the prior period, payable on September 29, 2025 Interim Dividends (HKD thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD cents) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Interim dividend declared per ordinary share | HK 3 cents | HK 4 cents | (1 cent) | -25.00% | | Total amount | 8,630 | 11,507 | (2,877) | -25.00% | - The Board has declared an interim dividend of HK 3 cents per ordinary share, a 25% decrease from HK 4 cents in the prior period[57] - The dividend will be paid on September 29, 2025, to shareholders registered on the Company's register of members as of the close of business on September 12, 2025[57] 20. Capital Commitments Total capital commitments contracted but not provided for increased to HKD 15,045 thousand as of June 30, 2025, primarily involving investment properties and property, plant and equipment Capital Commitments (HKD thousands) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Investment properties | 15,015 | 12,818 | | Property, plant and equipment | 30 | 773 | | Total | 15,045 | 13,591 | - Total capital commitments contracted but not provided for increased from HKD 13,591 thousand as of December 31, 2024, to HKD 15,045 thousand as of June 30, 2025[58] - Major commitments involve investment properties (HKD 15,015 thousand) and property, plant and equipment (HKD 30 thousand)[58] 21. Related Party Transactions During the period, the Group engaged in property leasing and property-related services transactions with related parties, generating revenues of HKD 865 thousand and HKD 256 thousand respectively, while key management personnel compensation slightly increased Related Party Transactions (HKD thousands) | Transaction Type | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | Property leasing income | 865 | 839 | | Property related services income | 256 | 282 | | Purchase of motor vehicles from related parties | – | 1,200 | | Key management personnel compensation | 20,122 | 19,574 | - Property leasing income from related parties slightly increased year-on-year, while property related services income slightly decreased[59] - No motor vehicles were purchased from related parties this period, compared to HKD 1,200 thousand in the prior period[59] - Key management personnel compensation increased from HKD 19,574 thousand in the prior period to HKD 20,122 thousand this period[59] Review Report on Interim Financial Information PricewaterhouseCoopers has reviewed the interim financial information in accordance with HKSA 2410, concluding no material misstatements were found - PricewaterhouseCoopers has reviewed the interim financial information in accordance with Hong Kong Standard on Review Engagements 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'[60][61] - A review is less in scope than an audit, and therefore no audit opinion is expressed[61] - The review concluded that nothing has come to the auditor's attention that causes them to believe the Group's interim financial information is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting'[62] Chairman's Statement This statement provides an overview of the Group's performance, dividend declaration, and outlook, highlighting key financial results and strategic considerations Results The Group's total revenue decreased by 2.3% for the period ended June 30, 2025, resulting in a consolidated loss of HKD 204.5 million, primarily due to fair value loss on investment properties Key Performance Indicators (HKD millions) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (HKD millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total revenue | 235.0 | 240.6 | (5.6) | -2.3% | | Consolidated loss | (204.5) | (162.6) | (41.9) | 25.77% | | Loss per share | HKD (0.70) | HKD (0.55) | (0.15) | 27.27% | | Fair value loss on investment properties (after US deferred income tax) | (195.6) | (144.2) | (51.4) | 35.64% | | EBITDA (excluding fair value loss) | 78.4 | 85.0 | (6.6) | -7.76% | | Underlying loss (excluding fair value loss) | (8.9) | (18.4) | 9.5 | -51.63% | - Total revenue decreased by 2.3%, primarily due to lower US business leasing income, though hotel and catering revenue slightly increased by 1.8%[64] - Consolidated loss expanded to HKD 204.5 million, mainly impacted by a HKD 195.6 million fair value loss on investment properties (after US deferred income tax)[64] - Excluding the impact of fair value loss on investment properties, underlying loss decreased by HKD 9.5 million, primarily due to reduced interest expenses from lower interest rates[65] Dividends The Board has declared an interim dividend of HK 3 cents per ordinary share, a decrease from HK 4 cents in the prior period - The Board has declared an interim dividend of HK 3 cents per ordinary share, a decrease from HK 4 cents as of June 30, 2024[66] Outlook The global economic and political environment remains unpredictable, but Hong Kong's property market is expected to stabilize and recover due to interest rate cuts and talent attraction initiatives - The global economic and political environment remains highly unpredictable, with clearer outcomes anticipated after the US tariff policy meeting[67] - Hong Kong benefits from significant interest rate cuts and government initiatives to attract companies, capital investors, and talent, leading to a surge in residential leasing demand and positive impacts on the property market[67] - Hong Kong is expected to experience economic recovery and bright future prospects, and the Group will maintain a cautious approach and prudent policies[67][68] Management Discussion and Analysis This section provides an in-depth review of the Group's business performance, financial position, capital structure, risk management, and future plans Business Review Hong Kong's gross rental income slightly decreased, with residential property leasing rebounding but offset by declines in industrial and commercial properties, while US Montgomery Plaza's gross rental income significantly decreased due to lower office occupancy - Hong Kong's gross rental income slightly decreased by 0.4% to HKD 146.5 million, with residential property leasing income rebounding but offset by declines in industrial and commercial property income[70] - Hong Kong hotel room and catering revenue increased by 1.8% to HKD 48.8 million, with The Agora and The Figo hotels achieving average occupancy rates of 83.1% and 93.5% respectively, though average daily room rates declined[70] - US Montgomery Plaza's gross rental income decreased by 19.2% to HKD 24.9 million, office occupancy rates fell from 65% to 45%, and San Francisco Financial District rents and occupancy continued to decline[71] Liquidity and Financial Resources As of June 30, 2025, the Group's total bank borrowings increased to HKD 2,658.3 million, with the net gearing ratio rising to 32.0%, while maintaining a sound financial position with sufficient committed bank facilities Liquidity and Financial Resources Indicators (HKD millions) | Metric | June 30, 2025 | December 31, 2024 | Change (HKD millions) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total bank borrowings | 2,658.3 | 2,629.7 | 28.6 | 1.09% | | Total equity | 8,320.0 | 8,541.2 | (221.2) | -2.59% | | Net gearing ratio (total liabilities to equity ratio) | 32.0% | 30.8% | 1.2% | 3.90% | - Total bank borrowings increased by 1.09% to HKD 2,658.3 million, and the net gearing ratio rose to 32.0%[72] - The Group has sufficient committed bank facilities to meet current and future funding requirements, maintaining a sound financial position[72] Capital Expenditure Capital expenditure for the period significantly decreased to HKD 1.3 million, while capital commitments increased to HKD 15.0 million, primarily related to property, plant and equipment, property improvements, and construction works Capital Expenditure and Commitments (HKD millions) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | Capital expenditure | 1.3 | 10.6 | | Capital commitments (end of period) | 15.0 | 13.6 | - Capital expenditure for the period significantly decreased to HKD 1.3 million, while capital commitments increased to HKD 15.0 million[73] - Capital expenditure and commitments are primarily related to additions to property, plant and equipment, property improvements, and construction works, expected to be funded by future operating income, bank borrowings, and other financing channels[73] Group Capital Structure The Group's capital structure remained largely unchanged compared to the previous annual report - The Group's capital structure remained largely unchanged from the previous annual report[74] Financial Policies and Objectives The Group's financial policies aim to enhance financial operations management, reduce borrowing costs, maintain adequate cash and cash equivalents, and optimize resource utilization, with regular reviews to ensure effectiveness - Financial policies aim to enhance financial operations management, reduce borrowing costs, and maintain adequate levels of cash and cash equivalents[75] - The Group regularly reviews and evaluates its financial policies to ensure their adequacy and effectiveness[75] Foreign Currency Exchange Risk The Group's loans and cash are primarily denominated in HKD and USD, with principal and interest repaid in their respective currencies, thus posing no significant foreign exchange fluctuation risk, and no hedging activities were undertaken as of June 30, 2025 - The Group's loans and cash are primarily denominated in HKD and USD, with principal and interest repaid in their respective loan currencies, thus posing no significant foreign exchange fluctuation risk[76] - As of June 30, 2025, the Group had no foreign currency hedging activities[77] Secured Bank Borrowings and Pledged Assets Total secured bank borrowings amounted to HKD 2,658.3 million, collateralized by investment properties and land and buildings with a total carrying amount of HKD 7,686.2 million, along with their rental income - Total secured bank borrowings amounted to HKD 2,658.3 million, collateralized by investment properties and land and buildings with a total carrying amount of HKD 7,686.2 million, along with their rental income[78] - In April 2025, the Group entered into an interest rate swap contract with a notional principal value of HKD 200 million and a fixed interest rate of 3.06% to stabilize funding costs[78] Long-term Bank Loan Maturity Schedule (HKD thousands) | Period | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within one year | 87,077 | 360,540 | | In the second year | 1,853,478 | 1,834,951 | | In the third to fifth years | 663,085 | 284,253 | | Total | 2,603,640 | 2,479,744 | Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities or guarantees - As of June 30, 2025, the Group had no significant contingent liabilities or guarantees[80] Segment Information Details of the Group's segment information are provided in Note 5(d) to the condensed consolidated interim financial information - Details of the Group's segment information are provided in Note 5(d) to the condensed consolidated interim financial information[81] Employees and Remuneration Policy As of June 30, 2025, the Group employed 265 full-time employees, who receive competitive remuneration based on performance and experience, with annual reviews for promotions and salaries Number of Employees | Metric | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Total number of full-time employees (including directors of the Company) | 265 | 257 | - The Group's employees receive competitive remuneration, determined by performance and experience, with annual reviews for promotions and salaries[82] - Directors' remuneration is recommended by the Remuneration Committee to the Board, based on operating results, individual duties and performance, and market data[82] - The Company has not adopted any share option scheme as an incentive for directors and eligible employees[83] Material Investments, Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures During the period, the Group held no material investments, nor were there any material acquisitions or disposals of subsidiaries, associates, or joint ventures - During the period, the Group held no material investments, nor were there any material acquisitions or disposals of subsidiaries, associates, or joint ventures[84] Future Plans for Material Investments and Capital Assets The Group will continue to enhance and modernize its real estate portfolio, closely monitoring economic developments and regularly reviewing business plans for material investments and capital assets - The Group will continue its efforts to enhance and modernize its real estate portfolio[85] - The Group will closely monitor economic developments and regularly review business plans for material investments and capital assets[85] Interim Dividend and Closure of Register of Members The Board resolved to declare an interim dividend of HK 3 cents per ordinary share, payable on September 29, 2025, to shareholders registered as of September 12, 2025 - The Board resolved to declare an interim dividend of HK 3 cents per ordinary share (2024: HK 4 cents)[86] - The dividend will be paid on September 29, 2025, to shareholders registered on the Company's register of members at the close of business on September 12, 2025[86] Directors' and Chief Executive's Interests in Shares As of June 30, 2025, Mr. Ma Ching Wai, Chairman and Chief Executive, held 57.2688% of the Company's total shares, primarily through corporate interests Directors' and Chief Executive's Holdings of Ordinary Shares as at June 30, 2025 | Director | Personal Interest (shares) | Corporate Interest (shares) | Total (shares) | Percentage (%) | | :--- | :--- | :--- | :--- | :--- | | Ma Ching Wai (Chairman and Chief Executive) | 4,608,354 | 160,136,485 | 164,744,839 | 57.2688% | | Ma Ching Hang | 46,256 | 8,732,013 | 8,778,269 | 3.0515% | | Ma Ching Kuen | 9,987 | – | 9,987 | 0.0035% | | Ma Ching Sau | 347,942 | – | 347,942 | 0.1210% | - Mr. Ma Ching Wai, as Chairman and Chief Executive, holds 57.2688% of the Company's total shares, with the majority being corporate interests[87][88] - All disclosed interests are long positions, and there were no agreements during the period enabling directors and the chief executive to acquire share benefits[87][88] Major Shareholders As of June 30, 2025, Kam Chan Company was the largest major shareholder, holding 48.3187% of the Company's shares, including beneficial owner and corporate interests Major Shareholders' Holdings of Ordinary Shares as at June 30, 2025 | Major Shareholder | Beneficial Owner (shares) | Corporate Interest (shares) | Total (shares) | Percentage (%) | | :--- | :--- | :--- | :--- | :--- | | Kam Chan Company | 113,848,758 | 25,149,490 | 138,998,248 | 48.3187% | | Wan Shuen Investment Limited | 21,138,237 | – | 21,138,237 | 7.3481% | | Kam Wan Investment Limited | 15,488,636 | – | 15,488,636 | 5.3842% | - Kam Chan Company is the Company's largest major shareholder, holding 48.3187% of shares, including beneficial owner and corporate interests[89][91] - Wan Shuen Investment Limited and Kam Wan Investment Limited are also major shareholders, holding 7.3481% and 5.3842% of shares respectively[89] Repurchase, Sale or Redemption of the Company's Shares During the period, the Company did not redeem, repurchase, or sell any of its shares - During the period, the Company did not redeem, repurchase, or sell any of its shares[90] Corporate Governance The Company complied with the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive, which the Board believes provides strong and consistent leadership - The Company complied with the Code Provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules throughout the period, except for the roles of Chairman and Chief Executive being combined and held by Mr. Ma Ching Wai[92] - The Board believes that combining the roles of Chairman and Chief Executive provides strong and consistent leadership, benefiting strategic planning and implementation, with sufficient safeguards for the balance of power and authority[92] - All directors confirmed compliance with the Model Code set out in Appendix C3 of the Listing Rules during the period[92] Independent Review The Company's Audit Committee reviewed the Group's principal accounting policies and interim financial information, with no disagreements, and the information was reviewed by PricewaterhouseCoopers in accordance with HKSA 2410 - The Company's Audit Committee has reviewed the Group's principal accounting policies and the condensed consolidated interim financial information for the six months ended June 30, 2025, with no disagreements[93] - The interim financial information is unaudited but has been reviewed by PricewaterhouseCoopers in accordance with Hong Kong Standard on Review Engagements 2410[93]