美联集团(01200) - 2025 - 中期财报

Company Information This chapter provides fundamental company information for Midland Holdings Limited and its subsidiaries, including board members, committees, registered offices, auditors, and key financial institutions - Midland Holdings Limited is a limited liability company incorporated in Bermuda and listed on the Main Board of The Stock Exchange of Hong Kong Limited[65] - The Board of Directors includes Executive Directors Mr. Wong Kin Yip (Chairman), Ms. Wong Ching Yi (Deputy Chairman and Managing Director), Mr. Sze Ka Ming (Chief Financial Officer), and Independent Non-executive Directors Mr. Ho Kwan Tat, Mr. Suen Tak Chai, and Mr. Chan Nim Leung[4] - The company's auditor is PricewaterhouseCoopers, with principal bankers including Bank of China (Hong Kong) Limited, Hang Seng Bank Limited, and The Hongkong and Shanghai Banking Corporation Limited[5] Chairman's Statement The Chairman's Statement reviews Midland Holdings' performance for the six months ended June 30, 2025, the Hong Kong property market, future outlook, and expresses gratitude to the team Performance Review This section reviews Midland Holdings' performance for the six months ended June 30, 2025, and the Hong Kong property market conditions, noting a 13% decrease in profit attributable to equity holders Midland Holdings Interim Performance Overview | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | Year-on-year change | | :--- | :--- | :--- | :--- | | Profit attributable to equity holders | 151 million | 174 million | -13% | - Hong Kong's property market transactions remained volatile, starting low in early year, becoming active in February-March, briefly declining in April due to escalating US-China trade tensions, and rebounding in May driven by a sharp drop in HIBOR[8] - Transaction volume for primary residential properties reached a six-year high, with potential new supply decreasing from a peak of 112,000 units to 105,000 units in Q1 this year[8] - Overall residential property registrations increased, but total transaction value decreased by 20%, primarily due to a significant reduction in stamp duty for properties priced at HKD 4 million or below to HKD 100, boosting sales of smaller units[9] - The rental market showed strong resilience, with a significant increase in non-local students and dependents of talent scheme applicants driving up housing demand, leading to rising rents and a "cheaper to buy than rent" phenomenon due to falling interest rates[10] Outlook This section forecasts global and Hong Kong economic and property market prospects, anticipating a moderate rise in property prices in the second half of the year despite global uncertainties - The global economic outlook is increasingly uncertain due to unpredictable US trade and foreign policies and escalating geopolitical risks[11] Mainland China Economic Indicators | Indicator | Q1 2025 | Q2 2025 | June 2025 CPI (YoY) | | :--- | :--- | :--- | :--- | | Gross Domestic Product (GDP) Growth | 5.4% | 5.2% | - | | Consumer Price Index (CPI) Growth | - | - | 0.1% | - Hong Kong's financial market stood out as a safe haven for capital, becoming the top choice globally for new stock listings in H1 2025, surpassing Wall Street[12] - Tourism flourished, with visitor arrivals in H1 2025 increasing by 12% compared to H1 2024, and Kai Tak Sports Park and West Kowloon Cultural District expected to further boost tourism and entertainment industries[13] - Hong Kong's status as an education hub was strengthened, with five universities ranking among the top 100 globally, and the government easing procedures for converting hotels and commercial buildings into student dormitories to address accommodation shortages[15] Hong Kong Property and Rental Market Performance | Indicator | H1 2025 Change | H1 2024 Change | | :--- | :--- | :--- | | Property Prices | Decreased by 0.6% | Decreased by 2.9% | | Rents | Increased by 1.17% | - | - Falling HIBOR made mortgage rates more attractive, dropping below rental yields for small units, making homeownership more appealing than renting[16] - The Hong Kong government and the Central Government discussed establishing a "Property Connect" mechanism, similar to "Stock Connect," which is expected to boost demand for high-end properties, though short-term selling pressure is unlikely to significantly abate[16] Acknowledgement The Chairman extends sincere gratitude to the group's team, clients, and partners for their contributions and resilience over the past year - The Chairman thanked the team for overcoming challenges and adapting flexibly over the past year, and expressed gratitude to clients and partners for their long-term trust and support[17] - The Group looks forward to continuing its pursuit of excellence and is confident in sustaining its strong performance in the coming year[18] Strategic Review and Planning This chapter reviews Midland Holdings' strategic implementation and future plans for H1 2025, focusing on productivity, operational efficiency, and technology investment amidst market changes - The Group continued to focus on improving overall operational productivity, with strategic restructuring and enhancement measures by the management team in 2024 showing effectiveness, as the Group's performance remained unaffected by reduced property transaction values[20] - Mainland China operations remained profitable in H1 2025, building on the strong performance of turning losses into profits in 2024[20] - In response to evolving industry dynamics (continuous decline in licensed property agents and branch numbers), the Group focused on streamlining its existing footprint, strategically managing branch sizes, and continuously investing in technology to enhance online and offline services[21] - The Group strengthened customer relationships and aimed to convert tenants into buyers by partnering with Standard Chartered Bank to launch a credit card payment plan for rental deposits and advance payments, and by offering free "Midland Rent-Free Insurance" to property investment clients[22] - Looking ahead, the Group remains cautiously optimistic about the Hong Kong property market outlook and will actively implement measures to boost local residents' confidence and demand for homeownership[23] Management Discussion and Analysis This chapter provides a financial review and employee information for Midland Holdings for the six months ended June 30, 2025, highlighting strong liquidity and details on legal proceedings Financial Review This section details Midland Holdings' liquidity, financial resources, borrowing, loan portfolio, and contingent liabilities, noting increased cash and no interest-bearing borrowings Liquidity and Financial Resources | Indicator | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Cash and bank balances | 722,164 | 711,127 | | Interest-bearing borrowings | 0 | 0 | | Total debt-to-asset ratio | 0% | 0% | | Current ratio | 1.3 | 1.2 | | Return on equity | 13.25% | 20.74% | | Undrawn borrowing facilities | 1,168,000 | 1,168,000 | | Carrying amount of pledged trade receivables | 2,936,433 | 3,286,341 | Loan Portfolio and Lending Business Information | Indicator | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Loans receivable (to employees) | 1,958 | 413 | | Number of outstanding loan balances | 4 | 5 | | Largest outstanding loan receivable | 1,246 (64%) | - | | Impairment loss on loans during the period | Nil | Nil | - The Group's principal operations are in Hong Kong, with monetary assets and liabilities primarily denominated in HKD; however, due to RMB-denominated assets and liabilities of Mainland China subsidiaries, the Group faces RMB exchange rate risk and currently has no hedging measures in place[28] - The Group is involved in legal proceedings with the Competition Commission, accused of violating the Competition Ordinance. The company has applied for judicial review and a permanent stay of proceedings, with a judgment expected by September 30, 2025. Due to the high uncertainty of the case, the Group has not made any provisions[34][36] Employee Information This section provides Midland Holdings' employee numbers, remuneration policies, and benefits, noting a slight increase in full-time employees and comprehensive compensation packages Employee Headcount | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total full-time employees | 4,640 | 4,593 | | Sales agents | 4,019 | - | | Office back-office staff | 409 | - | | Front-line support staff | 212 | - | - The Group's employee remuneration policy is determined by industry practice, individual performance, qualifications, and experience, offering discretionary bonuses, profit-linked incentives, and share options[37] - The Group provides employees with education allowances, medical and retirement benefits, and regularly offers internal and external training and development programs[37] Other Information This chapter discloses various important information for Midland Holdings for H1 2025, including directors' and major shareholders' interests, share option schemes, share repurchases, and corporate governance compliance Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures This section discloses the long positions of Midland Holdings' directors and chief executive in the company's shares and underlying shares as of June 30, 2025 Directors' and Chief Executive's Long Positions in the Company's Shares and Underlying Shares | Name of Director | Number of ordinary shares (Corporate interest) | Number of underlying shares (Personal interest) | Total | Approximate percentage of the Company's issued voting shares | | :--- | :--- | :--- | :--- | :--- | | Mr. Wong Kin Yip | 265,525,824 | 4,587,150 | 270,112,974 | 37.68% | | Ms. Wong Ching Yi | – | 4,587,150 | 4,587,150 | 0.64% | - Underlying shares refer to interests held by directors due to granted share options of the Company, which are unlisted physically settled derivatives[39] - Mr. Wong Kin Yip's corporate interest is held by Sunluck Services Limited, which is indirectly wholly owned by Mr. Wong Kin Yip through his wholly-owned company, Southern Field Trading Limited[39] Directors' Rights to Acquire Shares or Debentures This section confirms that neither Midland Holdings nor its subsidiaries were party to any arrangements enabling directors to acquire benefits by purchasing shares or debentures during the interim period - During the interim period, neither the Company nor any of its subsidiaries was a party to any arrangement that would enable directors to acquire benefits by purchasing shares or debentures of the Company or any other body corporate[41] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares This section discloses the interests and short positions of substantial shareholders and other persons in Midland Holdings' shares and underlying shares as of June 30, 2025 Interests of Substantial Shareholders and Other Persons in the Company's Shares and Underlying Shares | Name of Substantial Shareholder | Number of ordinary shares/underlying shares | Capacity/Nature of interest | Approximate percentage of the Company's issued voting shares | | :--- | :--- | :--- | :--- | | Ms. Tang Mei Lai | 270,112,974 (L) | Interest of spouse/Family interest | 37.68% | | Southern Field | 265,525,824 (L) | Interest in controlled corporation/Corporate interest | 37.04% | | Sunluck | 265,525,824 (L) | Beneficial owner/Beneficial interest | 37.04% | | Sun Life Financial, Inc. | 47,984,100 (L) | Interest in controlled corporation/Corporate interest | 6.69% | | Massachusetts Financial Services Company | 42,627,000 (L) | Investment manager/Other interest | 5.94% | | Moerus Capital Management LLC | 38,650,000 (L) | Investment manager/Other interest | 5.39% | | Lam Yuen Hing | 27,625,000 (L) | Beneficial owner/Beneficial interest | 3.85% | - Ms. Tang Mei Lai's interests include ordinary shares indirectly held by her spouse, Mr. Wong Kin Yip, and underlying shares held due to share options[45] - Sun Life Financial, Inc. indirectly holds share interests through its subsidiary, Massachusetts Financial Services Company[43][45] Share Option Scheme This section provides details of Midland Holdings' share option scheme, adopted on June 23, 2016, including outstanding options and their exercise prices and periods - The Share Option Scheme was adopted at the Annual General Meeting on June 23, 2016[47] Changes in Directors' Share Options | Name | Date of Grant | Exercise Price per Share (HKD) | Balance outstanding at January 1, 2025 | Balance outstanding at June 30, 2025 | Exercise Period | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Wong Kin Yip | January 17, 2020 | 1.09 | 4,587,150 | 4,587,150 | January 17, 2021 to January 16, 2028 | | Ms. Wong Ching Yi | January 17, 2020 | 1.09 | 4,587,150 | 4,587,150 | January 17, 2021 to January 16, 2028 | | Total | - | - | 9,174,300 | 9,174,300 | - | - The vesting period for share options runs from the date of grant until the commencement of the exercise period[49] - As of January 1, 2025, and June 30, 2025, the total number of share options that could be granted under the scheme mandate of the Share Option Scheme was 26,728,000 shares[49] Purchase, Sale or Redemption of the Company's Listed Securities This section discloses Midland Holdings' repurchase and cancellation of 190,000 shares in January 2025, aimed at enhancing shareholder value and net asset value per share Details of Share Repurchases | Month of Repurchase | Number of shares repurchased | Highest price paid per share (HKD) | Lowest price paid per share (HKD) | Total consideration (HKD) | | :--- | :--- | :--- | :--- | :--- | | January | 190,000 | 0.83 | 0.82 | 156,800 | - The repurchased shares were cancelled on February 26, 2025, aiming to enhance shareholder value and the Company's net asset value and/or its earnings per share[50] - Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the interim period[50] Interim Dividend This section states that Midland Holdings' Board of Directors will not declare an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board of Directors will not declare an interim dividend for the six months ended June 30, 2025 (for the six months ended June 30, 2024: nil)[51] Review of Financial Statements This section indicates that Midland Holdings' Audit Committee has reviewed and discussed the unaudited condensed consolidated interim financial information with management - The Company's Audit Committee has reviewed and discussed with management the Group's unaudited condensed consolidated interim financial information for the interim period, and has also reviewed this interim results report[52] Corporate Governance This section confirms Midland Holdings' continuous compliance with all applicable code provisions of the Corporate Governance Code during the interim period - The Company has complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules throughout the interim period[53] Code for Securities Transactions by Directors This section states that Midland Holdings has adopted its own code for directors' securities transactions, which is no less stringent than the Model Code, and all directors confirmed compliance - The Company has adopted its own code of conduct for directors' securities transactions, with terms no less stringent than those required by the Model Code[54] - All directors have confirmed their compliance with the standards set out in the Model Code and the Company's code of conduct for directors' securities transactions at all applicable times during the interim period[54] Unaudited Condensed Consolidated Statement of Profit or Loss This chapter presents Midland Holdings' unaudited condensed consolidated statement of profit or loss for the six months ended June 30, 2025, showing a decrease in revenue and profit attributable to equity holders Key Data from Condensed Consolidated Statement of Profit or Loss | Indicator | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Revenue | 2,517,917 | 3,318,795 | | Rebates | (966,748) | (1,519,647) | | Staff costs | (1,071,278) | (1,228,067) | | Operating profit | 178,882 | 214,549 | | Finance costs | (8,967) | (15,831) | | Profit before tax | 177,626 | 206,410 | | Income tax expense | (26,236) | (32,343) | | Profit for the period attributable to equity holders of the Company | 151,390 | 174,067 | | Basic and diluted earnings per share (HK cents) | 21.12 | 24.27 | Unaudited Condensed Consolidated Statement of Comprehensive Income This chapter presents Midland Holdings' unaudited condensed consolidated statement of comprehensive income for the six months ended June 30, 2025, detailing profit and other comprehensive losses Key Data from Condensed Consolidated Statement of Comprehensive Income | Indicator | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Profit for the period | 151,390 | 174,067 | | Fair value change of financial assets at fair value through other comprehensive income | (4) | (1) | | Exchange differences on translation of foreign operations | (2,055) | 8,066 | | Other comprehensive (loss)/income for the period (net of tax) | (2,059) | 8,065 | | Total comprehensive income for the period attributable to equity holders of the Company (net of tax) | 149,331 | 182,132 | Unaudited Condensed Consolidated Statement of Financial Position This chapter provides Midland Holdings' unaudited condensed consolidated statement of financial position as of June 30, 2025, showing total assets, equity, and liabilities Key Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Assets | | | | Non-current assets | 419,812 | 380,338 | | Current assets | 4,001,803 | 4,327,971 | | Total assets | 4,421,615 | 4,708,309 | | Equity | | | | Total equity | 1,142,888 | 993,714 | | Liabilities | | | | Non-current liabilities | 141,088 | 102,544 | | Current liabilities | 3,137,639 | 3,612,051 | | Total liabilities | 3,278,727 | 3,714,595 | | Total equity and liabilities | 4,421,615 | 4,708,309 | - As of June 30, 2025, cash and cash equivalents amounted to HKD 722,164 thousand, an increase from HKD 711,127 thousand as of December 31, 2024[59] - Trade and other receivables amounted to HKD 3,279,176 thousand, a decrease from HKD 3,616,173 thousand as of December 31, 2024[59] - Trade and other payables amounted to HKD 2,937,696 thousand, a decrease from HKD 3,443,571 thousand as of December 31, 2024[60] Unaudited Condensed Consolidated Statement of Changes in Equity This chapter presents Midland Holdings' unaudited condensed consolidated statement of changes in equity for the six months ended June 30, 2025, detailing movements in total equity Key Data from Condensed Consolidated Statement of Changes in Equity | Indicator | January 1, 2025 (HKD '000) | June 30, 2025 (HKD '000) | | :--- | :--- | :--- | | Share capital | 71,709 | 71,690 | | Share premium | 222,235 | 222,097 | | Reserves | 699,770 | 849,101 | | Total equity | 993,714 | 1,142,888 | | Profit for the period | - | 151,390 | | Other comprehensive loss | - | (2,059) | | Cancellation of repurchased shares | - | (157) | - Profit for the period of HKD 151,390 thousand was the primary driver of the increase in equity[62] - Cancellation of repurchased shares resulted in a decrease of HKD 19 thousand in share capital and HKD 138 thousand in share premium[62] Unaudited Condensed Consolidated Statement of Cash Flows This chapter presents Midland Holdings' unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2025, detailing cash movements from operating, investing, and financing activities Key Data from Condensed Consolidated Statement of Cash Flows | Indicator | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Net cash inflow from operating activities | 145,592 | 94,642 | | Net cash (outflow)/inflow from investing activities | (3,348) | 79 | | Net cash (outflow)/inflow from financing activities | (131,572) | 38,255 | | Net increase in cash and cash equivalents | 10,672 | 132,976 | | Cash and cash equivalents at June 30 | 722,164 | 664,582 | - Net cash generated from operating activities was HKD 156,068 thousand, an increase from HKD 112,280 thousand in the prior period[64] - In financing activities, expenditures included HKD 157 thousand for the purchase of own shares and HKD 131,415 thousand for the principal portion of lease payments[64] Notes to the Unaudited Condensed Consolidated Interim Financial Information This chapter provides detailed notes to Midland Holdings' unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, explaining the basis of preparation, segment information, and significant transactions 1 General Information This section outlines Midland Holdings Limited's basic information, including its registration, listing, principal business activities, and the approval date of the interim financial information - Midland Holdings Limited is a limited liability company incorporated in Bermuda and listed on the Main Board of The Stock Exchange of Hong Kong Limited[65] - The Group's principal activities are property agency services, property leasing, immigration consultancy services, and lending services in Hong Kong, Mainland China, and Macau[65] - This unaudited condensed consolidated interim financial information was approved by the Board of Directors on August 21, 2025[67] 2 Basis of Preparation This section details the basis of preparation for the unaudited condensed consolidated interim financial information, adhering to historical cost, HKAS 34, and Listing Rules - The unaudited condensed consolidated interim financial information is prepared on a historical cost basis, with modifications for the revaluation of investment properties and financial assets at fair value through other comprehensive income[68] - The basis of preparation complies with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Appendix D2 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[68] - The adoption of revised standards effective in 2025 had no significant impact on the Group's results or financial position[69] - The Group has not early adopted new and revised standards and interpretations that have been issued but are not yet effective, and their adoption is not expected to have a significant impact on the Group's financial performance or position[70] 3 Revenue and Segment Information This section details Midland Holdings' revenue and segment information for H1 2025, showing a decrease in total revenue, primarily from property agency services, with Hong Kong and Macau as main contributors Sources of Revenue | Revenue Source | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Agency fees | 2,510,166 | 3,312,127 | | Immigration consultancy services | 4,155 | 3,603 | | Online advertising | 221 | 108 | | Other services | 2,455 | 2,176 | | Rental income | 857 | 730 | | Interest income from loans receivable | 63 | 51 | | Total revenue | 2,517,917 | 3,318,795 | Property Agency Business Revenue and Results | Indicator | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Property agency business revenue | 2,510,166 | 3,312,127 | | Rebates | (966,748) | (1,519,647) | | Revenue less rebates | 1,543,418 | 1,792,480 | | Property agency business segment results | 205,585 | 237,935 | Revenue from External Customers by Geographical Location | Region | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Hong Kong and Macau | 2,367,952 | 3,182,422 | | Mainland China | 149,965 | 136,373 | | Total | 2,517,917 | 3,318,795 | - Executive Directors assess performance based on the Group's business nature, including property agency services for residential, commercial, industrial properties, and shops, as well as other businesses primarily comprising property leasing, immigration consultancy services, lending services, and mortgage referral services[71] 4 Other Losses, Net This section details Midland Holdings' other net losses for H1 2025, primarily from fair value losses on investment properties, partially offset by other income Other Losses, Net | Indicator | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Fair value loss on investment properties | (1,325) | (1,983) | | Others | 1,096 | 1,296 | | Total | (229) | (687) | 5 Other Operating Costs This section itemizes Midland Holdings' other operating costs for H1 2025, including office and branch expenses, rent, legal fees, and staff-related costs Key Other Operating Costs | Cost Item | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Direct operating expenses arising from investment properties | 106 | 102 | | Office and branch operating expenses | 43,418 | 42,107 | | Government rent, rates and management fees for leased properties | 19,875 | 20,422 | | Legal and professional fees | 4,298 | 18,050 | | Staff recruitment, training and welfare | 4,609 | 2,141 | | Insurance expenses | 7,777 | 7,682 | | Bank charges | 8,422 | 8,144 | | Impairment loss on right-of-use assets, net of reversal | 2,644 | 501 | | Impairment loss on property and equipment | 437 | 56 | | Loss on disposal of property and equipment | 422 | 85 | | Auditors' remuneration (audit services) | 1,165 | 1,156 | - Legal and professional fees significantly decreased from HKD 18.05 million in the prior period to HKD 4.298 million[83] - Staff recruitment, training, and welfare expenses increased from HKD 2.141 million in the prior period to HKD 4.609 million[83] 6 Finance Costs This section details Midland Holdings' finance costs for H1 2025, showing a significant decrease primarily due to lower interest on bank borrowings and overdrafts Finance Costs | Cost Item | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Interest on bank borrowings, overdrafts and other borrowings | 2,125 | 8,663 | | Interest on lease liabilities | 6,842 | 7,168 | | Total | 8,967 | 15,831 | - Total finance costs decreased by approximately 43.3% year-on-year[85] 7 Income Tax Expense This section discloses Midland Holdings' income tax expense for H1 2025, noting a decrease in total tax expense, with Hong Kong profits tax calculated at 16.5% Income Tax Expense | Cost Item | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Current tax (Hong Kong profits tax) | 24,500 | 4,522 | | Deferred income tax | 1,736 | 27,821 | | Total | 26,236 | 32,343 | - Hong Kong profits tax is calculated at a rate of 16.5% on the estimated assessable profits for the period, with one subsidiary qualifying for the two-tiered profits tax rate regime[86] - Taxation on overseas profits is calculated at the rates applicable in the jurisdictions where the Group operates, based on the estimated assessable profits for the period[87] 8 Interim Dividend This section states that Midland Holdings' Board of Directors will not declare an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board of Directors will not declare an interim dividend for the six months ended June 30, 2025 (for the six months ended June 30, 2024: nil)[88] 9 Earnings Per Share This section details Midland Holdings' basic and diluted earnings per share calculation for H1 2025, showing a decrease to 21.12 HK cents per share Earnings Per Share Calculation | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit attributable to equity holders for basic and diluted earnings per share calculation (HKD '000) | 151,390 | 174,067 | | Weighted average number of shares for basic and diluted earnings per share calculation (thousand shares) | 716,955 | 717,086 | | Basic earnings per share (HK cents) | 21.12 | 24.27 | | Diluted earnings per share (HK cents) | 21.12 | 24.27 | - Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period[89] - For the six months ended June 30, 2025, and 2024, diluted earnings per share were the same as basic earnings per share, as the exercise of the Company's share options had an anti-dilutive effect[89] 10 Investment Properties This section provides details on Midland Holdings' investment properties, valued at HKD 24.241 million as of June 30, 2025, with valuations performed by professional valuers using the income capitalization approach Movement in Investment Properties | Indicator | HKD '000 | | :--- | :--- | | At December 31, 2024 and January 1, 2025 | 25,436 | | Fair value changes in condensed consolidated statement of profit or loss | (1,325) | | Exchange differences | 130 | | At June 30, 2025 | 24,241 | - The valuation of investment properties is conducted by Midland Surveyors Limited, a qualified professional valuer, using the income capitalization approach, based on capitalizing net income and potential changes in income[90] Significant Unobservable Inputs for Fair Value Measurement of Investment Properties | Location | Fair value at June 30, 2025 (HKD '000) | Current market rent per month | Capitalization rate | | :--- | :--- | :--- | :--- | | Hong Kong | 20,230 | HKD 45 to HKD 101 per square foot | 3.70% to 4.80% | | Mainland China | 4,011 | RMB 1,110 per square meter | 6.90% | - All investment properties are classified as Level 3 in the fair value hierarchy, with no transfers between Level 1, Level 2, and Level 3 during the period[92] 11 Loans Receivable This section discloses Midland Holdings' loans receivable, primarily to employees, totaling HKD 1.958 million as of June 30, 2025, significantly increased from the prior year-end Loans Receivable | Indicator | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Loans receivable - loans to employees | 1,958 | 413 | | Less: Non-current portion | (1,746) | (220) | | Current portion | 212 | 193 | Maturity Analysis of Loans Receivable | Maturity | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Within one year | 212 | 193 | | More than one year but less than two years | 1,746 | 220 | | Total | 1,958 | 413 | - The Group's loans receivable are denominated in HKD[93] 12 Trade and Other Receivables This section discloses Midland Holdings' trade and other receivables, totaling HKD 3.279 billion as of June 30, 2025, with a significant portion pledged as floating charges Trade and Other Receivables | Indicator | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Trade receivables | 3,246,825 | 3,581,769 | | Less: Loss allowance | (142,733) | (151,234) | | Net trade receivables | 3,104,092 | 3,430,535 | | Other receivables, prepayments and deposits | 175,084 | 185,638 | | Total | 3,279,176 | 3,616,173 | Ageing Analysis of Trade Receivables | Ageing | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Current (not overdue) | 2,981,468 | 3,339,190 | | Overdue less than 31 days | 54,026 | 43,833 | | Overdue 31 to 60 days | 28,412 | 21,366 | | Overdue 61 to 90 days | 11,408 | 7,567 | | Overdue over 90 days | 28,778 | 18,579 | | Total | 3,104,092 | 3,430,535 | - Borrowing facilities granted to the Group are secured by, among other things, a floating charge over certain trade receivables of the Group, with a carrying amount of approximately HKD 2,936,433 thousand as of June 30, 2025[96] 13 Share Capital This section discloses changes in Midland Holdings' share capital, reflecting a decrease due to the repurchase and cancellation of 190,000 shares during the period Movement in Share Capital | Indicator | January 1, 2024, December 31, 2024 and January 1, 2025 | Cancellation of repurchased shares | June 30, 2025 | | :--- | :--- | :--- | :--- | | Number of issued shares (par value HKD 0.10 per share) | 717,086,005 | (190,000) | 716,896,005 | | Par value (HKD '000) | 71,709 | (19) | 71,690 | - For the six months ended June 30, 2025, the Company repurchased a total of 190,000 of its own shares on the Stock Exchange for a total consideration of HKD 157 thousand (including expenses of HKD 1 thousand), which were subsequently cancelled in February 2025[97] 14 Trade and Other Payables This section discloses Midland Holdings' trade and other payables, totaling HKD 2.982 billion as of June 30, 2025, primarily comprising commissions and rebates payable Trade and Other Payables | Indicator | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Commissions and rebates payable | 2,745,241 | 3,246,201 | | Other payables and accrued expenses | 237,139 | 235,053 | | Total | 2,982,380 | 3,481,254 | | Classified as current portion | 2,937,696 | 3,443,571 | | Classified as non-current portion | 44,684 | 37,683 | - Commissions and rebates payable are due upon collection of related agency fees from clients, with HKD 312,326 thousand due within 30 days after the period end[98] - The Group's trade and other payables are primarily denominated in HKD and RMB[99] 15 Fair Value Measurement of Financial Instruments This section explains Midland Holdings' fair value measurement methods and hierarchy for financial instruments, with financial assets at fair value through other comprehensive income classified as Level 2 - The Group's financial instruments are measured at fair value in the condensed consolidated statement of financial position according to fair value hierarchy levels, including Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs)[100][102] - As of June 30, 2025, and December 31, 2024, financial assets at fair value through other comprehensive income were classified as Level 2[100] - There were no transfers between Level 1, Level 2, and Level 3 during the period[100] 16 Capital Commitments This section confirms that Midland Holdings had no significant capital commitments as of June 30, 2025, and December 31, 2024 - As of June 30, 2025, and December 31, 2024, the Group had no significant capital commitments[101] 17 Contingent Liabilities This section details Midland Holdings' contingent liabilities, primarily involving legal proceedings with the Competition Commission, for which no provision has been made due to high uncertainty - The Group is involved in legal proceedings with the Competition Commission, accused of violating the First Conduct Rule of the Competition Ordinance (Cap. 619 of the Laws of Hong Kong) between late 2022 and early 2023[103] - The Company has applied for judicial review and a permanent stay of proceedings, with the High Court previously indicating a judgment would be rendered by September 30, 2025[103] - Due to the overall high uncertainty of the case, a sufficiently reliable estimate of any potential liability is not practicable, and therefore, no provision has been made in the Group's condensed consolidated financial statements as of June 30, 2025[104] - The Group has been involved in certain claims/litigations related to property agency services, for which management believes adequate provisions have been made or no provisions are required based on current facts and evidence indicating no probable outflow of economic resources[104] 18 Significant Related Party Transactions This section discloses Midland Holdings' significant related party transactions for H1 2025, including agency fee income, rebates, and shared administrative expenses with associated companies Transactions with Related Parties | Transaction Item | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Agency fee income from associated companies | 82,091 | 8,550 | | Rebates paid to associated companies | (8,442) | (20,366) | | Franchise fee income from associated companies | 583 | 715 | | Agency fees paid to an associated company | (148) | – | | Interest expense paid to a director | – | (2,350) | | Interest expense paid to other associated companies | – | (2,103) | - Associated companies are primarily subsidiaries of Centaline Holdings Limited, where Mr. Wong Kin Yip is a director and controlling shareholder of both the Company and Centaline[106] - For the six months ended June 30, 2025, the Group shared administrative and corporate service fees with Centaline's subsidiaries on a cost basis, totaling HKD 12,775 thousand (H1 2024: HKD 10,225 thousand)[106] Key Management Compensation | Compensation Item | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Fees, salaries, allowances and bonuses | 21,041 | 22,367 | | Termination benefits | 390 | – | | Retirement benefit costs | 23 | 27 | | Total | 21,454 | 22,394 |