天安(00028) - 2025 - 中期财报

Company Information Provides essential administrative and governance details, including board composition, committee structures, banking relationships, and registered office information Board of Directors Outlines the company's board members, including executive, non-executive, and independent non-executive directors, identifying the Chairman and Managing Director - The Board of Directors comprises executive, non-executive, and independent non-executive directors[6] - Mr. Li Sing Kui is the Chairman, and Mr. Li Sing Wai is the Managing Director[6][8] Committees The company has Audit, Remuneration, and Nomination Committees, each chaired by an independent non-executive director, ensuring governance independence and effectiveness - The company has an Audit Committee, a Remuneration Committee, and a Nomination Committee[7][9] - Mr. Ngai Wah Sang is the Chairman of the Audit Committee and Remuneration Committee, and Ms. Yeung Lai Sum is the Chairman of the Nomination Committee[7][9] Banks Lists the company's main banking partners in Hong Kong and mainland China, reflecting its extensive financial network - Hong Kong banks include Bank of China (Hong Kong) Limited, The Bank of East Asia, Limited, China CITIC Bank International Limited, The Hongkong and Shanghai Banking Corporation Limited, and Standard Chartered Bank (Hong Kong) Limited[11] - Mainland China banks include Bank of China Limited, Bank of Communications Co., Ltd., The Bank of East Asia (China) Limited, China Construction Bank Corporation, China Merchants Bank Co., Ltd., Industrial and Commercial Bank of China Limited, and Ping An Bank Co., Ltd[12] Registered Office and Other Information Provides the company's registered office address, contact details, share registrar, company secretary, auditor, legal advisors, stock code, and official website - The registered office is located at 22nd Floor, United Centre, 138 Gloucester Road, Wanchai, Hong Kong[13] - The share registrar is Tricor Secretaries Limited[13] - The company's stock code is 28, and it maintains an official website[13] Condensed Consolidated Statement of Profit or Loss Presents the company's financial performance, highlighting significant growth in revenue, gross profit, and profit attributable to shareholders for the period Condensed Consolidated Statement of Profit or Loss During the reporting period, the company achieved substantial growth in revenue and gross profit, with profit attributable to shareholders surging 29 times year-on-year, primarily due to property sales recognition Key Financial Data from Condensed Consolidated Statement of Profit or Loss | Metric | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | Year-on-year change | | :--- | :--- | :--- | :--- | | Revenue | 8,670,198 | 1,549,382 | 4.6x increase | | Cost of sales | (3,741,061) | (1,007,267) | 2.7x increase | | Gross profit | 4,929,137 | 542,115 | 8.1x increase | | Profit before tax | 4,462,013 | 232,010 | 18.2x increase | | Profit for the period | 2,355,991 | 134,154 | 16.6x increase | | Profit attributable to shareholders of the Company | 2,344,802 | 78,056 | 29x increase | - The significant increase in profit for the period was primarily due to revenue recognized from the delivery of sold units at the Tian An No. 1 Phase II (Zone C) residential project in Shanghai, China, to customers in early 2025[215] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Details the company's total comprehensive income, reflecting the combined impact of profit for the period and other comprehensive income items Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Total comprehensive income for the period significantly increased, driven by a substantial rise in profit for the period and a positive shift in exchange differences Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | Year-on-year change | | :--- | :--- | :--- | :--- | | Profit for the period | 2,355,991 | 134,154 | 16.6x increase | | Exchange differences arising on translation to presentation currency | 249,447 | (9,814) | Turned from negative to positive | | Other comprehensive income (expense) for the period, net of tax | 376,978 | (23,302) | Significant increase | | Total comprehensive income for the period | 2,732,969 | 110,852 | 23.6x increase | | Total comprehensive income attributable to shareholders of the Company | 2,706,579 | 50,022 | 53.1x increase | Condensed Consolidated Statement of Financial Position Presents the company's financial position, detailing assets, liabilities, and equity, reflecting changes in liquidity and overall financial health Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets and total equity increased, with a significant improvement in net current assets, indicating a robust financial position Key Data from Condensed Consolidated Statement of Financial Position | Metric | 2025-06-30 (HK$ thousand) | 2024-12-31 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 34,868,860 | 33,468,166 | Increase | | Current assets | 21,216,019 | 24,942,926 | Decrease | | Current liabilities | 18,409,187 | 23,095,876 | Decrease | | Net current assets | 2,806,832 | 1,847,050 | Increase | | Total equity | 30,736,557 | 28,163,482 | Increase | | Non-current liabilities | 6,939,135 | 7,151,734 | Decrease | - Interests in joint ventures significantly increased from HK$10,830,612 thousand as of December 31, 2024, to HK$12,284,389 thousand as of June 30, 2025[29] - Inventories of completed properties for sale significantly decreased from HK$4,727,223 thousand as of December 31, 2024, to HK$2,420,928 thousand as of June 30, 2025, reflecting property sales and deliveries[29] Condensed Consolidated Statement of Changes in Equity Illustrates the changes in the company's equity components over the reporting period, including profit, other comprehensive income, and transactions with owners Condensed Consolidated Statement of Changes in Equity Total equity attributable to shareholders significantly increased during the period, primarily due to the contribution from profit for the period and positive changes in the exchange fluctuation reserve Key Data from Condensed Consolidated Statement of Changes in Equity | Metric | 2025-01-01 (HK$ thousand) | 2025-06-30 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Share capital | 3,788,814 | 3,788,814 | No change | | Exchange fluctuation reserve | (911,582) | (535,051) | Increase by 376,531 | | Accumulated profits | 23,542,764 | 25,730,190 | Increase by 2,187,426 | | Total equity attributable to shareholders of the Company | 26,387,005 | 28,948,767 | Increase by 2,561,762 | | Non-controlling interests | 1,776,477 | 1,787,790 | Increase by 11,313 | | Total equity | 28,163,482 | 30,736,557 | Increase by 2,573,075 | - Profit for the period was HK$2,344,802 thousand, significantly contributing to equity attributable to shareholders of the Company[41] - Exchange differences arising on translation to presentation currency resulted in a positive change of HK$243,464 thousand[41] Condensed Consolidated Statement of Cash Flows Summarizes the company's cash inflows and outflows from operating, investing, and financing activities, indicating the net change in cash and cash equivalents Condensed Consolidated Statement of Cash Flows During the reporting period, operating cash flow turned positive, investing cash outflows increased, and financing cash outflows decreased, resulting in a net decrease in cash and cash equivalents Key Data from Condensed Consolidated Statement of Cash Flows | Metric | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | Year-on-year change | | :--- | :--- | :--- | :--- | | Net cash from (used in) operating activities | 415,501 | (20,440) | Turned from outflow to inflow | | Net cash used in investing activities | (1,209,999) | (388,329) | Outflow increased | | Net cash used in financing activities | (828,375) | (617,689) | Outflow increased | | Net decrease in cash and cash equivalents | (1,622,873) | (1,026,458) | Decrease widened | | Cash and cash equivalents at end of period | 9,217,095 | 7,010,829 | Increase | | Effect of foreign exchange rate changes | 267,787 | (2,514) | Turned from negative to positive | - In investing activities, loans to joint ventures significantly increased from HK$(266,638) thousand in the same period of 2024 to HK$(1,233,849) thousand in the first half of 2025[44] - In financing activities, new bank and other borrowings decreased from HK$949,339 thousand in the same period of 2024 to HK$482,313 thousand in the first half of 2025[49] Notes to the Condensed Consolidated Financial Statements Provides detailed explanations and disclosures supporting the condensed consolidated financial statements, covering accounting policies, segment information, and financial instrument fair value measurements Basis of Preparation The condensed consolidated financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and Appendix D2 of the Listing Rules, with reference to the 2024 statutory financial statements submission - The 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 requirements of Appendix D2 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[50][52] - The company has filed its financial statements for the year ended December 31, 2024, with the Registrar of Companies in accordance with section 662(3) and Part 3 of Schedule 6 to the Hong Kong Companies Ordinance, and the auditor's report was unqualified[53] Accounting Policies The condensed consolidated financial statements are primarily prepared on a historical cost basis, with some properties and financial instruments measured at fair value; current accounting policies are consistent with the prior year, with minor, non-material adjustments from HKFRS amendments - The condensed consolidated financial statements are prepared on the historical cost basis, except for certain properties and financial instruments which are measured at fair value[54] - The accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended June 30, 2025, are consistent with those presented in the Group's annual consolidated financial statements for the year ended December 31, 2024, except for changes in accounting policies due to the application of amendments to Hong Kong Financial Reporting Standards[55] - The application of amendments to Hong Kong Financial Reporting Standards during this interim period has had no material impact on the Group's financial position and performance and/or disclosures contained in these condensed consolidated financial statements for the current and prior periods[61][64] Revenue During the reporting period, the company's revenue primarily stemmed from a significant increase in completed property sales, supplemented by income from hospital fees, construction material sales, and property management Revenue Classification | Revenue Source | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | Year-on-year change | | :--- | :--- | :--- | :--- | | Sales of completed properties | 7,405,562 | 319,089 | 22.2x increase | | Hospital fees and charges (at a point in time) | 389,721 | 435,679 | 10.6% decrease | | Sales of construction materials | 117,674 | 43,862 | 1.7x increase | | Property management | 89,011 | 65,612 | 35.7% increase | | Hospital fees and charges (over time) | 367,018 | 364,711 | 0.6% increase | | Lease income | 276,958 | 286,624 | 3.4% decrease | | Total revenue | 8,670,198 | 1,549,382 | 4.6x increase | Segment Information The company's main businesses are property development, property investment, healthcare, and other operations; property development significantly boosted revenue and profit, while property investment recorded a loss - The Group's operating segments include property development, property investment, healthcare, and other operations (primarily property management, elderly care services, and trading of construction materials)[66] Segment Revenue and Profit (Loss) | Segment | 2025 H1 Revenue (HK$ thousand) | 2024 H1 Revenue (HK$ thousand) | 2025 H1 Profit (Loss) (HK$ thousand) | 2024 H1 Profit (Loss) (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Property development | 7,405,562 | 319,089 | 4,417,593 | 47,221 | | Property investment | 276,958 | 286,624 | (190,218) | (5,605) | | Healthcare | 756,739 | 800,390 | 45,130 | 82,583 | | Other operations | 230,939 | 143,279 | 45,891 | (5,870) | | Consolidated total | 8,670,198 | 1,549,382 | 4,318,396 | 118,329 | Other Income and Gains Other income and gains slightly decreased during the reporting period, primarily comprising bank deposit interest income, loans receivable interest income, and other miscellaneous income Details of Other Income and Gains | Income Item | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | | Dividend income | 1,216 | 1,702 | | Interest income from bank deposits | 58,313 | 45,089 | | Interest income from loans receivable | 2,182 | 4,680 | | Interest income from joint ventures | 25,819 | 29,263 | | Other income | 24,179 | 22,457 | | Total | 111,709 | 120,949 | - Interest income from bank deposits significantly increased from HK$45,089 thousand in the same period of 2024 to HK$58,313 thousand in the first half of 2025[77] Finance Costs Total finance costs decreased during the reporting period, mainly due to reduced bank loan interest and capitalized amounts Details of Finance Costs | Cost Item | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | | Interest on bank loans | 111,285 | 121,061 | | Interest on other loans | 30,637 | 35,632 | | Interest on lease liabilities | 59 | 1,537 | | Loan arrangement fees | 92 | – | | Subtotal | 142,073 | 158,230 | | Less: Amount capitalised | (44,769) | (46,880) | | Total finance costs | 97,304 | 111,350 | - Interest expense on bank loans decreased from HK$121,061 thousand in the same period of 2024 to HK$111,285 thousand in the first half of 2025[79] Taxation Tax expenses significantly increased during the reporting period, primarily driven by substantial growth in China corporate income tax and land appreciation tax Details of Taxation Expense | Tax Type | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong Profits Tax | 16,333 | 6,323 | | Overseas taxation | 23 | 18 | | PRC corporate income tax | 754,673 | 84,144 | | Land appreciation tax | 1,403,909 | 42,661 | | Subtotal for current period taxation | 2,174,938 | 133,146 | | (Over-provision) under-provision in prior years | (5,404) | 44,304 | | Deferred taxation | (63,512) | (79,594) | | Total taxation | 2,106,022 | 97,856 | - PRC corporate income tax and land appreciation tax significantly increased from HK$84,144 thousand and HK$42,661 thousand in the same period of 2024 to HK$754,673 thousand and HK$1,403,909 thousand respectively in the first half of 2025[83] Profit for the Period Profit for the period significantly increased after deducting expenses such as depreciation, amortization, and cost of inventories, with a substantial rise in the amount of inventory costs treated as expenses Deductions from Profit for the Period | Item | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 54,865 | 55,925 | | Depreciation of right-of-use assets | 4,167 | 7,055 | | Amortisation of other assets – property interests | 236 | 239 | | Amortisation of properties under development | – | 4,689 | | Total depreciation and amortisation | 59,235 | 67,521 | | Cost of inventories recognised as an expense | 3,149,052 | 531,512 | | Net impairment of inventories of completed properties for sale | 23,928 | 195 | - The cost of inventories recognized as an expense significantly increased from HK$531,512 thousand in the same period of 2024 to HK$3,149,052 thousand in the first half of 2025[86] Earnings Per Share Basic earnings per share significantly increased during the reporting period, reflecting a substantial improvement in the company's profitability Earnings Per Share Data | Metric | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Basic earnings per share (HK cents) | 159.94 | 5.32 | | Profit for the purpose of calculating basic earnings per share (HK$ thousand) | 2,344,802 | 78,056 | | Number of ordinary shares (thousands) | 1,466,069 | 1,466,069 | - Basic earnings per share significantly increased from 5.32 HK cents in the same period of 2024 to 159.94 HK cents in the first half of 2025[20][215] Dividends The Board decided not to declare an interim dividend for the six months ended June 30, 2025, and the 2024 interim dividend (in lieu of final dividend) paid in the first half of 2025 decreased compared to the prior year - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025[96][211] Dividends Recognised as Distribution | Dividend Type | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | | 2024 (2024: 2023) interim dividend paid (in lieu of final dividend) | 146,607 | 293,214 | Property, Plant and Equipment and Right-of-Use Assets During the reporting period, the company acquired property, plant, and equipment, with right-of-use assets primarily representing the leased land portion of self-occupied properties - During the six months ended June 30, 2025, the Group acquired property, plant and equipment amounting to HK$75,124,000, compared to HK$77,600,000 for the six months ended June 30, 2024[97] - As of June 30, 2025, right-of-use assets totaled HK$207,665,000, primarily representing the leased land portion of self-occupied properties[98] Investment Properties During the reporting period, the company reclassified some completed property inventories to investment properties, with no change in valuation methods, and the highest and best use remains current or anticipated - During the six months ended June 30, 2025, the Group transferred completed properties for sale with a fair value of HK$29,176,000 to investment properties[101] - There was no change in the valuation methods used in prior periods/years[102] - In estimating the fair value of properties, the highest and best use of the properties is their current or anticipated use[103] Properties Under Development During the reporting period, the company did not recognize any impairment losses on properties under development - The Group did not recognise any impairment loss on properties under development for the six months ended June 30, 2025, and June 30, 2024[104][108] Loans Receivable As of June 30, 2025, the company's total loans receivable amounted to HK$75,387 thousand, with most of it subject to impairment provisions, including both secured and unsecured loans Details of Loans Receivable | Metric | 2025-06-30 (HK$ thousand) | 2024-12-31 (HK$ thousand) | | :--- | :--- | :--- | | Gross amount before impairment: secured | 478,140 | 477,015 | | Gross amount before impairment: unsecured | 455,406 | 455,406 | | Less: impairment | (858,159) | (856,318) | | Total loans receivable | 75,387 | 76,103 | - Loans receivable of HK$398,140,000 (secured, interest rate 15% to 30% per annum) were overdue and fully provided for impairment[115] - Loans receivable of HK$455,406,000 (unsecured, interest rate 18% to 36% per annum) were fully provided for impairment[115] Trade and Other Receivables, Deposits and Prepayments The company's receivables primarily stem from property sales and hospital operations, with credit terms typically ranging from 30 to 120 days; trade receivables (net of provisions) increased at the end of the reporting period - Receivables from property sales are settled by customers according to the terms of the sale and purchase agreements[119] - Customers of hospital operations settle accounts via cash, credit card, or local government social security schemes, with credit terms typically 90 days[121] Ageing Analysis of Trade Receivables | Ageing | 2025-06-30 (HK$ thousand) | 2024-12-31 (HK$ thousand) | | :--- | :--- | :--- | | Less than 31 days | 105,154 | 126,170 | | 31 to 60 days | 19,771 | 26,131 | | 61 to 90 days | 38,610 | 5,522 | | 91 to 180 days | 7,766 | 10,308 | | Over 180 days | 29,152 | 13,631 | | Total | 200,453 | 181,762 | Trade and Other Payables At the end of the reporting period, total trade payables decreased, but payables less than 31 days significantly increased; other payables mainly include deposits, other taxes payable, accrued interest, and accrued expenses Ageing Analysis of Trade Payables | Ageing | 2025-06-30 (HK$ thousand) | 2024-12-31 (HK$ thousand) | | :--- | :--- | :--- | | Less than 31 days | 786,259 | 274,719 | | 31 to 60 days | 55,633 | 159,918 | | 61 to 90 days | 24,093 | 12,971 | | 91 to 180 days | 9,037 | 136,378 | | Over 180 days | 256,309 | 867,981 | | Total | 1,131,331 | 1,451,967 | - Other payables primarily include deposits, other taxes payable, accrued interest, and accrued expenses[130] Interest-Bearing Borrowings During the reporting period, the company obtained new borrowings and repaid some bank and other loans, with most loans due within five years, and new borrowings primarily used for properties under development and operations - During the six months ended June 30, 2025, the Group obtained new borrowings of HK$482,313,000 and repaid bank and other loans of HK$958,855,000[132] - Most of the loans as of June 30, 2025, are repayable within five years[132] - Proceeds from new borrowings were used to finance construction progress payments for the Group's properties under development and for operating activities[132] Interest-Free Borrowings As of June 30, 2025, the company's interest-free borrowings primarily consisted of amounts due to joint ventures, which are unsecured, interest-free, and repayable on demand Details of Interest-Free Borrowings | Lender | 2025-06-30 (HK$ thousand) | 2024-12-31 (HK$ thousand) | | :--- | :--- | :--- | | Amounts due to associates | 6,673 | 6,552 | | Amounts due to joint ventures | 1,826,012 | 1,866,545 | | Borrowings from non-controlling interests | 160 | 158 | | Total | 1,832,845 | 1,873,255 | - These amounts are unsecured, interest-free, and repayable on demand[135] Share Capital As of June 30, 2025, the company's issued and fully paid share capital remained unchanged Share Capital Information | Metric | Number of ordinary shares | Amount (HK$ thousand) | | :--- | :--- | :--- | | Issued and fully paid: as at 1 January 2024, 31 December 2024 and 30 June 2025 | 1,466,069,491 | 3,788,814 | Capital Commitments As of the end of the reporting period, the company's contracted but unprovided capital expenditures primarily included property, plant, and equipment and capital contributions to joint ventures Details of Capital Commitments | Item | 2025-06-30 (HK$ thousand) | 2024-12-31 (HK$ thousand) | | :--- | :--- | :--- | | Property, plant and equipment | 95,834 | 133,747 | | Improvement and alteration works for an investment property | 13,484 | 20,063 | | Capital contributions to joint ventures | 271,429 | 260,870 | - Capital contributions to joint ventures increased from HK$260,870 thousand as of December 31, 2024, to HK$271,429 thousand as of June 30, 2025[140] Contingent Liabilities and Financial Guarantee Contracts The company faces various contingent liabilities, including bank guarantees for property buyers and joint ventures, and potential risks related to idle land investigations and legal proceedings for properties under development, though the Board deems economic loss unlikely Guarantees Given to Banks | Guarantee Type | 2025-06-30 (HK$ thousand) | 2024-12-31 (HK$ thousand) | | :--- | :--- | :--- | | Mortgage loans to property buyers | 2,950,863 | 3,672,294 | | Bank credit facilities to joint ventures (utilised) | 220,021 | 200,736 | | Bank credit facilities to joint ventures (unutilised) | 96,459 | 204,050 | | Bank credit facilities to investee companies (utilised) | 128,225 | 120,675 | | Government agency guarantees for property development projects (utilised) | 6,360 | – | | Government agency guarantees for property development projects (unutilised) | 95 | – | - A joint venture holding properties under development with a total carrying amount of approximately HK$795,771,000 is currently under investigation by local authorities for idle land[143] - Another joint venture holding properties under development with a carrying amount of approximately HK$167,000,000 has been classified as idle land by local authorities[147] - The company is involved in two legal proceedings with potential contingent liabilities of approximately HK$35,440,000 and HK$157,143,000 respectively, but the Board considers the likelihood of economic loss to be low[148][151] Fair Value Measurement of Financial Instruments The company measures some financial assets at fair value, categorized into three levels based on observable inputs; the report details fair values, valuation methods, and key unobservable parameters for various financial instruments - Fair value measurements are categorised into Level 1 (quoted prices in active markets), Level 2 (observable inputs directly or indirectly), and Level 3 (unobservable inputs)[153] Details of Fair Value Measurement of Financial Instruments | Financial Instrument Type | Fair Value Level | 2025-06-30 (HK$ thousand) | 2024-12-31 (HK$ thousand) | Valuation Method and Key Parameters | | :--- | :--- | :--- | :--- | :--- | | Listed equity securities in PRC (FVTPL) | Level 1 | 45,083 | 45,500 | Quoted bid prices in active markets | | Unlisted fund investments (FVTPL) | Level 2 | 26,493 | 25,598 | Quoted prices provided by financial institutions | | Unlisted fund investments (FVTPL) | Level 3 | 31,265 | 35,394 | Quoted prices provided by financial institutions (considering net asset value of special purpose vehicles for relevant investments) | | Unlisted equity instruments (FVTOCI) | Level 3 | 23,230 | 25,960 | Asset-based approach (term yield, reversionary yield, market unit rent, discount for lack of control and marketability) | | Investment properties (FVTPL) | Level 3 | 1,030,416 | 883,355 | Discounted cash flow (discount rate, cash flows, remaining construction period) | - As of June 30, 2025, total financial assets measured at Level 3 fair value amounted to HK$1,061,681 thousand, with equity instruments at HK$23,230 thousand, totaling HK$1,084,911 thousand[171] Related Party Transactions and Balances During the reporting period, the company engaged in various related party transactions and balances with its ultimate holding company, United Group and its subsidiaries, fellow subsidiaries, associates, joint ventures, and key management personnel, including leases, management fees, interest income/expense, dividends, and remuneration Related Party Transactions | Transacting Party | Transaction Type | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | :--- | | United Group | Short-term leases, property management and air-conditioning charges | 2,053 | 2,021 | | United Group | Management fees | 7,852 | 7,913 | | Fellow subsidiaries | Interest expenses | 15,126 | 15,237 | | Associates and joint ventures | Interest income | 25,819 | 29,263 | | Associates and joint ventures | Dividends | 17,946 | 32,473 | | Key management personnel | Salaries and other short-term benefits | 7,697 | 7,759 | Related Party Balances | Balance Party | Balance Type | 2025-06-30 (HK$ thousand) | 2024-12-31 (HK$ thousand) | | :--- | :--- | :--- | :--- | | United Group | Other payables | 4,310 | 4,969 | | Fellow subsidiaries | Loans payable | 573,267 | 610,157 | | Chairman of the Board, Mr. Li Sing Kui | Loans payable | 167,462 | 125,502 | | Joint ventures | Financial guarantees (utilised) | 220,021 | 200,736 | - Loans payable to fellow subsidiaries bear interest rates ranging from 2.33% to 5.27% per annum, and loans payable to the Chairman of the Board, Mr. Li Sing Kui, bear an interest rate of 6.4% per annum[194] Pledged Assets As of June 30, 2025, several of the company's assets, including investment properties, properties under development, and bank deposits, were pledged to secure bank credit facilities and margin loan facilities Details of Pledged Assets | Asset Type | 2025-06-30 (HK$ thousand) | 2024-12-31 (HK$ thousand) | | :--- | :--- | :--- | | Property, plant and equipment | 587,316 | 31,175 | | Investment properties | 9,575,126 | 10,259,740 | | Right-of-use assets | 15,082 | – | | Inventories of properties under development | 2,089,046 | 507,718 | | Inventories of completed properties for sale | – | 30,509 | | Bank deposits | 8,791 | – | | Total | 12,275,361 | 10,829,142 | - The total value of pledged assets increased from HK$10,829,142 thousand as of December 31, 2024, to HK$12,275,361 thousand as of June 30, 2025[197] - Assets of certain subsidiaries were pledged to secure the Group's bank credit facilities, and interests in subsidiaries and equity securities were pledged to secure margin loan facilities[196][199] Events After the Reporting Period Subsequent to the reporting period, a company joint venture successfully bid to acquire a 50% equity interest in Shanghai Yongye Urban Renewal Construction Development Co., Ltd., with the transaction approved by relevant banking institutions - Shanghai Ruitianli Enterprise Management Co., Ltd., a joint venture of the Group, successfully bid through public auction on June 23, 2025, to acquire a 50% equity interest in Shanghai Yongye Urban Renewal Construction Development Co., Ltd. for a consideration of RMB2,893,650,000[201][202] - The transaction has received unanimous consent from certain banking institutions providing credit facilities to the project company[201][202] Review Report on Condensed Consolidated Financial Statements Presents the independent review report on the condensed consolidated financial statements, confirming compliance with relevant accounting standards Review Report on Condensed Consolidated Financial Statements Deloitte Touche Tohmatsu has reviewed the condensed consolidated financial statements and concluded that nothing has come to their attention to suggest that the financial statements are not prepared in all material respects in accordance with HKAS 34 - Deloitte Touche Tohmatsu has reviewed the condensed consolidated financial statements[210] - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, with a scope substantially less than an audit[206][208] - The conclusion is that nothing has come to their attention that causes them to believe the condensed consolidated financial statements are not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34[207][209] Interim Dividend Addresses the Board's decision regarding the interim dividend for the reporting period and its rationale Interim Dividend The Board decided not to declare an interim dividend for the six months ended June 30, 2025, to retain funds for future business development opportunities - The Board does not recommend the declaration of an interim dividend for the six months ended June 30, 2025 (2024: nil)[211][213] - This decision aims to retain an appropriate level of funds to fully capitalize on future business development opportunities[211][213] Management Discussion and Analysis Provides management's perspective on the company's financial performance, business operations, financial position, and future outlook Financial Performance In the first half of 2025, the company achieved substantial growth in revenue and profit attributable to shareholders, with significantly improved earnings per share, primarily driven by the delivery of a Shanghai residential project Financial Performance Overview | Metric | 2025 H1 | 2024 H1 | Year-on-year change | | :--- | :--- | :--- | :--- | | Revenue | 8,670.2 HK$ million | 1,549.4 HK$ million | 4.6x increase | | Profit attributable to shareholders of the Company | 2,344.8 HK$ million | 78.1 HK$ million | 29x increase | | Earnings per share | 159.94 HK cents | 5.32 HK cents | Significant increase | | Net asset value per share (as at end of June) | 19.75 HK$ | 18.00 HK$ (2024-12-31) | Increase | - Profit growth was primarily attributable to revenue recognized from the delivery of sold units at the Tian An No. 1 Phase II (Zone C) residential project in Shanghai, China, to customers in early 2025[215] Business Review The company primarily engages in property development and investment, property management, healthcare in mainland China, and property investment and management in Hong Kong; while total attributable registered sales and completed floor area decreased in H1 2025, construction area remains substantial, and the Shanghai residential project is progressing well - Principal activities include: property development and investment in residential, office, and commercial properties in mainland China; property management; investment and operation of hospitals, elderly care, and wellness-related businesses; and property investment and management in Hong Kong[217][218] Key Business Operations Data | Metric | 2025 H1 | 2024 H1 | Year-on-year change | | :--- | :--- | :--- | :--- | | Total attributable registered sales | 62,300 square meters | 126,800 square meters | 51% decrease | | Total attributable completed gross floor area | 135,600 square meters | 170,500 square meters | 20% decrease | | Total attributable gross floor area under construction (period end) | 1,186,000 square meters | 1,491,000 square meters | 20% decrease | | Rental income | Slight decrease | - | 3% decrease | | Loss attributable to shareholders of Asia Orient Properties Limited | Approx. 63.3 HK$ million | Approx. 17.0 HK$ million | Loss widened | | Profit attributable to shareholders of Tian An Healthcare Limited | Approx. 12.0 HK$ million | Approx. 21.7 HK$ million | Profit decreased | - The Shanghai residential project Tian An No. 1 Phase II (Zone C) was completed by the end of 2024 and delivered in early 2025, with Phase II (Zone B) achieving successful pre-sales[219] Financial Review The financial review details the company's liquidity, financing strategy, significant borrowing transactions, major investments, foreign exchange risk, pledged assets, and contingent liabilities, demonstrating a robust liquidity position, healthy gearing, and active risk monitoring Liquidity and Funding Liquidity Position | Metric | 2025-06-30 (HK$ million) | 2024-12-31 (HK$ million) | | :--- | :--- | :--- | | Total bank balances and cash reserves | 10,980.3 | 12,318.5 | | Total borrowings | 7,663.4 | 8,067.2 | | Current liabilities | 4,028.9 | 4,197.5 | | Non-current liabilities | 3,634.5 | 3,869.7 | | Gearing ratio (net debt to total equity) | Negative 10.8% | Negative 15.1% | - Approximately 66% of outstanding borrowings are due within two years[229] - Most bank borrowings are denominated and repayable in RMB, with approximately 12% being fixed-rate borrowings and the remainder being floating-rate borrowings[229] Significant Lending Transactions - The company will provide loans as part of its treasury management activities to effectively utilise financial resources and enhance shareholder returns[231] - The Board considers the loan terms to be normal commercial terms, fair and reasonable, and in the overall interests of the company and its shareholders[232] - For the six months ended June 30, 2025, the Group did not grant any loans to borrowers[232] Significant Investments - The company holds a 50% interest in Tian An Cyberpark (Holdings) Company Limited, with an investment cost of US$60 million[236] - As of June 30, 2025, the carrying amount of the interest in Tian An Cyberpark (Holdings) Company Limited was approximately HK$3,313.7 million, representing 5.9% of the Group's total assets[236] - Tian An Cyberpark (Holdings) Company Limited recorded a loss for the period of approximately HK$14.7 million in the first half of 2025, with the company's share of loss being approximately HK$11.0 million[238] Significant Acquisitions and Disposals - There were no significant acquisitions and disposals of subsidiaries, associates, and joint ventures for the six months ended June 30, 2025, and up to the date of this interim results report[241][244] Foreign Exchange Fluctuation Risk - The Group holds foreign currency balances due to its recurring operating activities and existing and potential investment activities, exposing it to reasonable exchange rate risk[242][245] - The Group will closely monitor the risks undertaken as needed[242][245] Pledged Assets - As of June 30, 2025, bank deposits of approximately HK$8.8 million, property, plant and equipment of approximately HK$587.3 million, right-of-use assets of approximately HK$15.1 million, properties under development of approximately HK$2,089.0 million, investment properties of approximately HK$9,575.1 million, equity securities of approximately HK$4.3 million, and interests in a subsidiary of approximately HK$4.1 million were pledged[246] - The purpose of the pledges is to secure bank credit facilities and a margin loan facility for the Group[246] Contingent Liabilities - A joint venture holding properties under development with a total carrying amount of approximately HK$795.8 million is currently under investigation by local authorities for idle land[247][249] - Another joint venture holding properties under development with a carrying amount of approximately HK$167.0 million has been classified as idle land by local authorities[247][249] - As of June 30, 2025, the Group provided guarantees to banks for mortgage loans to property buyers, credit facilities to joint ventures and investee companies, and guarantees to government agencies for property development projects, totaling approximately HK$3,402.0 million[250] - The company is involved in two legal proceedings with potential contingent liabilities of approximately HK$35.4 million and HK$157.1 million respectively, but the Board considers the likelihood of economic loss to be low[251] Segment Information - Detailed segment information regarding revenue and profit or loss is disclosed in Note 4 to the condensed consolidated financial statements[253][257] Events After the Reporting Period Detailed information regarding events after the reporting period is disclosed in Note 25 to the condensed consolidated financial statements - Details of events after the reporting period and up to the date of this interim results report are set out in Note 25 to the condensed consolidated financial statements[254][258] Employees As of June 30, 2025, the company's employee count increased, and it maintains a competitive remuneration system with salaries and bonuses based on performance - As of June 30, 2025, the Group employed 3,900 staff members, an increase from 3,646 as of December 31, 2024[255][259] - The Group ensures its remuneration system is competitive with the market and awards salaries and bonuses based on employee performance[255][259] Business Outlook Despite market uncertainties from Chinese property developers' financial issues, high US interest rates, and geopolitical conflicts, the company remains confident in the long-term prospects of the mainland China and Hong Kong property markets, benefiting from the PRC central bank's accommodative monetary policy and government stabilization measures - Market uncertainties have increased, primarily influenced by financial issues of major Chinese property developers, high US dollar interest rates, US-China trade tensions, the war in Ukraine, and conflicts in the Middle East[260] - The People's Bank of China lowered the one-year and five-year Loan Prime Rates (LPR) by 10 basis points in 2025 and reduced the reserve requirement ratio for eligible financial institutions by 0.50%, which helps alleviate the financial burden on the real estate sector and stimulate the economy[261] - The central and local governments have introduced easing measures to stabilise the real estate market, including lowering mortgage interest rates, reducing down payment requirements, increasing home purchase subsidies, and relaxing purchase restrictions[261] - Despite short-term uncertainties, the Group remains confident in the long-term prospects of the property markets in mainland China and Hong Kong[261] Other Information Presents additional disclosures including financial assistance to affiliated companies, directors' and substantial shareholders' interests, and corporate governance matters Financial Assistance to Affiliated Companies As of June 30, 2025, the total financial assistance and guarantees provided by the company to affiliated companies exceeded the 8% asset ratio stipulated by the Listing Rules, thus requiring compliance with Listing Rule 13.22 - As of June 30, 2025, the aggregate value of financial assistance provided by the Group to affiliated companies, together with guarantees provided by the Group for credit facilities granted to affiliated companies, exceeded the 8% asset ratio stipulated by Listing Rule 14.07(1)[262] - The Group is required to comply with the provisions of Listing Rule 13.22[262] Summary of Unaudited Consolidated Statement of Financial Position of Affiliated Companies | Metric | 2025-06-30 (HK$ thousand) | | :--- | :--- | | Non-current assets | 28,304,054 | | Current assets | 35,300,842 | | Current liabilities | (21,651,918) | | Non-current liabilities | (31,729,600) | | Non-controlling interests | (285,214) | | Equity attributable to shareholders of affiliated companies | 9,938,164 | | Net asset value attributable to the Group | 5,040,616 | Directors' Interests As of June 30, 2025, Directors Mr. Li Sing Kui, Mr. Sung Tsang Ping, and Mr. Lo King Yu held interests in the company's and its associated corporations' shares, related shares, or debentures, with Mr. Li Sing Kui holding the largest percentage Directors' Interests in the Company and Associated Corporations | Name of Director | Name of Company | Number of shares and underlying shares in which interests are held | Approximate percentage of total issued shares | Nature of interest | | :--- | :--- | :--- | :--- | :--- | | Li Sing Kui | The Company | 834,809,096 | 56.94% | Other interests | | Li Sing Kui | United Group | 2,635,105,180 | 74.99% | Personal interests and other interests | | Sung Tsang Ping | Tian An Healthcare | 80,000 | 0.01% | Personal interests | | Lo King Yu | United Group | 280,000 | 0.00% | Personal interests | | Lo King Yu | Tian An Healthcare | 276,000 | 0.02% | Personal interests | - Mr. Li Sing Kui controls approximately 74.99% of the shares in United Group through Lee and Lee Trust and is therefore deemed to have an interest in United Group's shares in the Company[268] Interests of Substantial Shareholders and Other Persons As of June 30, 2025, United Group, Lee and Lee Trust, Li Suk Wai, PIA Ltd, Vigor Online Offshore Limited, China Spirit Limited, Chong Shun Yee, SKK Special Situation Fund, Argyle Street Management Limited, Argyle Street Management Holdings Limited, and Chan Kin were substantial shareholders or other persons with interests in the company's shares Interests of Substantial Shareholders and Other Persons in the Company's Shares | Name of Shareholder | Number of shares and underlying shares in which interests are held | Approximate percentage of total issued shares | | :--- | :--- | :--- | | United Group | 834,809,096 | 56.94% | | Lee and Lee Trust | 834,809,096 | 56.94% | | Li Suk Wai | 835,109,096 | 56.96% | | PIA Ltd | 264,353,570 | 18.03% | | Vigor Online Offshore Limited | 142,938,000 | 9.74% | | China Spirit Limited | 142,938,000 | 9.74% | | Chong Shun Yee | 142,938,000 | 9.74% | | SKK Special Situation Fund | 99,462,400 | 6.78% | | Argyle Street Management Limited | 103,070,400 | 7.03% | | Argyle Street Management Holdings Limited | 103,070,400 | 7.03% | | Chan Kin | 103,070,400 | 7.03% | - United Group, Lee and Lee Trust, and Li Suk Wai collectively hold over 56% of the share interests[271] - Argyle Street Management Limited and its affiliates (including Chan Kin) collectively hold over 7% of the share interests[273] Corporate Governance and Other Information The company generally complied with the Corporate Governance Code during the reporting period, with some deviations in the terms of reference for the Remuneration and Audit Committees; the Directors' Securities Transactions Code was fully observed, and changes in directors' information and remuneration were disclosed Corporate Governance Code - The company has applied and complied with the Corporate Governance Code in Appendix C1 to the Listing Rules, except for certain deviations in the terms of reference for the Remuneration Committee and Audit Committee[284] - The Remuneration Committee only makes recommendations on the remuneration of executive directors, excluding senior management[286] - The Audit Committee's terms of reference deviate from the Code provisions regarding recommending policies on non-audit services, monitoring risk management and internal control systems, and coordinating the work of internal and external auditors[287] Code for Securities Transactions by Directors - The company has adopted the Model Code as its code for securities transactions by directors[293] - All directors confirmed their full compliance with the standards set out in the Model Code during the review period[293] Changes in Directors' Information - Mr. Li Sing Kui has been an alternate director to the Non-Executive Chairman of Mount Gibson Iron Limited since April 17, 2025[297] - Dr. Cheng Mo Chi, Moses has been appointed Chairman of the Hong Kong Maritime and Port Board since July 1, 2025[297] - Mr. Ngai Wah Sang resigned as an independent non-executive director of Shuangcai Zhuang Co., Ltd. effective August 1, 2025[297] - Effective January 1, 2025, the monthly salaries of Mr. Li Sing Kui, Mr. Lo King Yu, Mr. Li Sing Wai, and Mr. To Chan Sang were all increased by approximately 2.25% compared to 2024[297] Review by Audit Committee The Audit Committee reviewed accounting principles and practices with management, discussed internal controls and financial reporting, including an overview of the interim financial report, relying on the external auditor's review and management's report - The Audit Committee has reviewed the accounting principles and practices adopted by the Group with management and discussed matters relating to internal control and financial reporting[299][302] - The Audit Committee relied on the review results prepared by the Group's external auditor in accordance with Hong Kong Standard on Review Engagements 2410, and management's report, for the aforementioned review[299][302] - The Audit Committee did not conduct a detailed independent audit review[299][302] Purchase, Sale or Redemption of Listed Securities During the reporting period, neither the company nor any of its subsidiaries repurchased, sold, or redeemed any of the company's listed securities - Neither the company nor any of its subsidiaries repurchased, sold, or redeemed any of the company's listed securities during the six months ended June 30, 2025[300][303]