万事昌国际(00898) - 2025 - 中期财报

Company Information This section details the company's governance structure, key professional relationships, and operational locations Board of Directors and Committees The company's board comprises three executive directors and four independent non-executive directors, with established audit, remuneration, and nomination committees - The Board of Directors consists of three executive directors and four independent non-executive directors, with Mr. Liu Zhiyong serving as Chairman[5] - Audit, Remuneration, and Nomination Committees have been established, with their respective chairpersons and members clearly defined[5] - Mr. Wong Ka Chun was appointed Company Secretary on August 8, 2025, while Ms. Tang Cheung Kai resigned on the same day[5] Principal Banks, Solicitors, and Auditors The report lists the company's principal banks, legal advisors, and auditors supporting its operations - Principal banks include Bank of China (Hong Kong) Limited, Hong Leong Bank Berhad, Bank of Communications (Hong Kong) Limited, J. Safra Sarasin Bank (Hong Kong Branch), and Bank of China[5] - Legal advisors are Messrs. Wong & Tung and Guangdong Langqian Law Firm[5] - The auditor is Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd[5] Registered Office and Principal Place of Business The company maintains its registered office in Bermuda and its principal place of business in Hong Kong - The registered office is located at Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda[5] - The principal place of business is at Units 22-28, 25th Floor, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Hong Kong[6] - The Hong Kong branch share registrar and transfer office is Tricor Tengis Limited[6] Condensed Consolidated Statement of Profit or Loss This statement presents the company's financial performance, highlighting revenue, expenses, and profit for the period Interim Results Overview For the six months ended June 30, 2025, profit for the period surged by 80.08% to HK$286,250 thousand, driven by fair value changes in financial assets despite a slight revenue dip Condensed Consolidated Statement Key Financial Data (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 140,661 | 141,050 | -0.28% | | Cost of services provided | (23,418) | (22,803) | +2.70% | | Gross profit | 117,243 | 118,247 | -0.85% | | Other income and gains | 14,737 | 11,698 | +25.98% | | Fair value changes of financial assets at fair value through profit or loss, net | 207,503 | 90,627 | +128.96% | | Operating and administrative expenses | (17,161) | (18,630) | -7.89% | | Finance costs | (27,635) | (34,925) | -20.90% | | Share of results of investments accounted for using the equity method | (20) | (5) | +300.00% | | Profit before tax | 294,667 | 167,012 | +76.43% | | Income tax expense | (8,417) | (7,937) | +6.05% | | Profit for the period | 286,250 | 159,075 | +80.08% | | Profit for the period attributable to owners of the Company | 238,382 | 128,541 | +85.45% | | Non-controlling interests | 47,868 | 30,534 | +56.77% | | Basic and diluted earnings per share | 28.51 HK cents | 15.37 HK cents | +85.49% | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement details the company's total comprehensive income, including profit for the period and other comprehensive income items Analysis of Total Comprehensive Income Total comprehensive income for the six months ended June 30, 2025, reached HK$286,276 thousand, an 80.18% increase, primarily due to higher profit for the period Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Profit for the period | 286,250 | 159,075 | +80.08% | | Other comprehensive income/(loss): Exchange differences on translation of overseas operations | 26 | (186) | N/A | | Total comprehensive income for the period | 286,276 | 158,889 | +80.18% | | Total comprehensive income for the period attributable to: Owners of the Company | 238,410 | 128,402 | +85.68% | | Total comprehensive income for the period attributable to: Non-controlling interests | 47,866 | 30,487 | +57.00% | Condensed Consolidated Statement of Financial Position This statement provides a snapshot of the company's assets, liabilities, and equity at a specific point in time Assets and Liabilities Position As of June 30, 2025, net assets grew 2.70% to HK$10,226,789 thousand, with current assets up 35.65% driven by financial assets and cash, while current liabilities also rose significantly Condensed Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 11,152,524 | 11,153,960 | -0.01% | | Total current assets | 3,015,980 | 2,223,354 | +35.65% | | Of which: Amounts due from investments accounted for using the equity method | 51,712 | 27,649 | +87.03% | | Of which: Financial assets at fair value through profit or loss | 1,191,652 | 1,004,358 | +18.65% | | Of which: Cash and cash equivalents | 963,178 | 388,261 | +148.08% | | Total current liabilities | 1,091,953 | 539,875 | +102.26% | | Of which: Interest-bearing bank borrowings | 798,594 | 248,594 | +221.25% | | Net current assets | 1,924,027 | 1,683,479 | +14.29% | | Total non-current liabilities | 2,849,762 | 2,879,623 | -1.04% | | Net assets | 10,226,789 | 9,957,816 | +2.70% | | Total equity | 10,226,789 | 9,957,816 | +2.70% | Condensed Consolidated Statement of Changes in Equity This statement outlines the changes in the company's equity components over the reporting period Analysis of Changes in Equity Equity attributable to owners increased by 2.73% to HK$8,331,649 thousand for the six months ended June 30, 2025, driven by profit, partially offset by dividends Condensed Consolidated Statement of Changes in Equity Key Data (For the six months ended June 30) | Indicator | 2025 June 30 (HK$ thousand) | 2025 Jan 1 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 8,331,649 | 8,109,960 | +2.73% | | Non-controlling interests | 1,895,140 | 1,847,856 | +2.56% | | Total equity | 10,226,789 | 9,957,816 | +2.70% | | Profit for the period (attributable to owners of the Company) | 238,382 | 128,541 (2024) | +85.45% | | Final dividend paid for 2024 | (16,721) | (16,721) (2024) | 0% | Condensed Consolidated Statement of Cash Flows This statement summarizes the cash inflows and outflows from operating, investing, and financing activities Cash Flow Analysis For the six months ended June 30, 2025, net cash inflows from operating and investing activities increased, while financing activities shifted to a net inflow, boosting cash and cash equivalents by 148.08% to HK$963,178 thousand Condensed Consolidated Statement of Cash Flows Key Data (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net cash inflow from operating activities | 115,392 | 90,836 | +27.03% | | Net cash inflow from investing activities | 7,597 | 5,186 | +46.48% | | Net cash inflow/(outflow) from financing activities | 451,981 | (111,965) | N/A (from outflow to inflow) | | Net increase/(decrease) in cash and cash equivalents | 574,970 | (15,943) | N/A (from decrease to increase) | | Cash and cash equivalents at beginning of period | 388,261 | 452,539 | -14.19% | | Effect of foreign exchange rate changes, net | (53) | (705) | -92.50% | | Cash and cash equivalents at end of period | 963,178 | 435,891 | +121.00% | Notes to the Unaudited Condensed Consolidated Financial Statements These notes provide detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements 1. Basis of Preparation and Principal Accounting Policies These interim financial statements are prepared under HKAS 34 and Listing Rules; HKAS 21 (Revised) was first applied with no material impact - The unaudited condensed consolidated interim financial statements are prepared in accordance with the applicable disclosure requirements of Appendix D2 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[26] - HKAS 21 (Revised) "Lack of Exchangeability" was first applied during the period, but these amendments had no impact on the Group's condensed consolidated interim financial statements[26][27] 2. Segment Information The Group operates in property investment, serviced apartment and property management, and trading and investment segments, with segment results assessed by adjusted profit/loss before tax - The Group is divided into three reportable business segments: property investment, provision of serviced apartments and property management services, and trading and investment[28][30] Business Segment Revenue and Results (For the six months ended June 30) | Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | 2025 Segment Results (HK$ thousand) | 2024 Segment Results (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Property investment | 94,355 | 97,506 | 80,358 | 83,253 | | Provision of serviced apartments and property management services | 15,385 | 16,313 | (1,710) | (1,198) | | Trading and investment | 30,921 | 27,231 | 236,972 | 116,788 | | Total | 140,661 | 141,050 | 315,620 | 198,843 | Geographical Revenue (For the six months ended June 30) | Region | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong | 66,604 | 63,722 | +4.52% | | Mainland China | 74,057 | 77,328 | -4.23% | | Total | 140,661 | 141,050 | -0.28% | 3. Revenue, Other Income and Gains Total revenue slightly decreased, but other income and gains significantly increased, primarily from government grants, bank interest, and interest from equity-accounted investments Revenue Sources (For the six months ended June 30) | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Provision of serviced apartments and property management services | 15,385 | 16,313 | -5.69% | | Fixed rental income from investment properties | 94,355 | 97,506 | -3.13% | | Dividend income from listed equity investments | 30,765 | 27,075 | +13.63% | | Interest income from debt securities | 156 | 156 | 0% | | Total Revenue | 140,661 | 141,050 | -0.28% | Other Income and Gains (For the six months ended June 30) | Other Income and Gains | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Government grants and subsidies | 3,983 | 3,283 | +21.32% | | Interest income from bank deposits | 7,548 | 5,180 | +45.71% | | Interest income from amounts due from investments accounted for using the equity method | 361 | – | N/A | | Others | 2,845 | 3,235 | -12.06% | | Total Other Income and Gains | 14,737 | 11,698 | +25.98% | - Revenue from provision of serviced apartments and property management services is recognized over time using the output method, based on monthly statements issued by the Group's property management agent[37] 4. Profit Before Tax Profit before tax was influenced by depreciation, foreign exchange differences, and employee benefits, with a notable increase in right-of-use asset depreciation and a shift to foreign exchange gains Components of Profit Before Tax (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 1,408 | 1,278 | +10.17% | | Depreciation of right-of-use assets | 160 | 4 | +3900% | | Foreign exchange differences, net | (3,328) | (83) | N/A (from loss to gain) | | Employee benefit expenses (including directors' and chief executive's emoluments): Salaries, wages and other benefits | 15,260 | 14,065 | +8.50% | | Employee benefit expenses (including directors' and chief executive's emoluments): Contributions to retirement benefit schemes (defined contribution schemes) | 1,993 | 2,065 | -3.49% | | Total Staff Costs | 17,253 | 16,130 | +6.96% | 5. Finance Costs The Group's finance costs, primarily bank loan interest, decreased by 20.90% for the six months ended June 30, 2025 Finance Costs (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank borrowings | 27,635 | 34,925 | -20.90% | 6. Income Tax Income tax expense slightly increased, with Hong Kong tax at 16.5% (or 8.25% for the first HK$2 million), Mainland China subsidiaries at 25%, and non-resident enterprises generally at 10% - Hong Kong profits tax provision is calculated at 16.5% of the estimated assessable profit, with qualifying subsidiaries taxed at 8.25% for the first HK$2,000,000[43] - Mainland China subsidiaries are subject to a 25% tax rate, and non-resident enterprises generally pay enterprise income tax at a rate of 10% on income derived within Mainland China[43] Income Tax Expense (For the six months ended June 30) | Tax Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Current tax – Hong Kong | 2,317 | 1,443 | +60.57% | | Current tax – Mainland China | 6,062 | 6,395 | -5.21% | | Current tax – Malaysia | 38 | 99 | -61.62% | | Total Tax Expense for the Period | 8,417 | 7,937 | +6.05% | 7. Dividends The Group declared a final dividend of HK 2 cents per ordinary share for 2024 and an interim dividend of HK 2 cents for 2025, consistent with prior year - A final dividend of HK 2 cents per ordinary share for 2024, totaling HK$16,721 thousand, was paid, consistent with the 2023 final dividend[46] - The Board declared an interim dividend of HK 2 cents per ordinary share on August 28, 2025, totaling HK$16,721 thousand, consistent with 2024[49] - The interim dividend is expected to be dispatched on or about October 23, 2025, to shareholders whose names appear on the register of members on September 17, 2025[49] 8. Earnings Per Share Basic and diluted earnings per share for the six months ended June 30, 2025, increased by 85.49% to HK 28.51 cents, reflecting higher profit attributable to equity holders, with no dilutive potential ordinary shares Earnings Per Share (For the six months ended June 30) | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Profit attributable to ordinary equity holders of the Company | HK$238,382,000 | HK$128,541,000 | +85.45% | | Weighted average number of ordinary shares in issue | 836,074,218 shares | 836,074,218 shares | 0% | | Basic and diluted earnings per share | 28.51 HK cents | 15.37 HK cents | +85.49% | - The Group had no potential dilutive ordinary shares in issue for the periods ended June 30, 2025, and 2024[52] 9. Amounts Due from a Joint Venture Accounted for Using the Equity Method As of June 30, 2025, amounts due from joint venture Torus Development Sdn. Bhd. increased, with part interest-bearing and part interest-free - Amounts due from Torus Development Sdn. Bhd. of approximately HK$16,370 thousand (December 31, 2024: HK$14,350 thousand) are unsecured, interest-bearing at the average lending rate of Bank Negara Malaysia, and repayable on demand[53] - The remaining balance of approximately HK$35,342 thousand (December 31, 2024: HK$13,299 thousand) is unsecured, interest-free, and repayable on demand[53] 10. Trade Receivables Total trade receivables increased, primarily from property management and leasing, with a notable rise in receivables aged three to twelve months - Trade receivables primarily comprise amounts due from property management services and leasing activities, where tenants are required to pay rent on the first day of each rental period and provide a rental deposit equivalent to two to three months' rent[56] - The Group does not hold any collateral or other credit enhancements over its trade receivables balances[56] Trade Receivables Ageing Analysis (As of June 30) | Ageing | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Within 1 month | 1,197 | 1,948 | -38.66% | | 1 to 2 months | 283 | 700 | -59.57% | | 2 to 3 months | 255 | 765 | -66.67% | | 3 to 12 months | 4,483 | 1,765 | +153.99% | | Over 1 year | 393 | 394 | -0.25% | | Total | 6,611 | 5,572 | +18.65% | 11. Trade Payables Trade payables significantly decreased, with all amounts due within one month, non-interest-bearing, and generally settled within sixty days Trade Payables Ageing Analysis (As of June 30) | Ageing | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Within 1 month | 602 | 2,170 | -72.26% | - Trade payables are non-interest-bearing and generally settled within a 60-day period[58] 12. Cash and Cash Equivalents Cash and cash equivalents surged by 148.08%, driven by increased cash and bank balances and short-term deposits, with some RMB-denominated cash held in Mainland China banks Cash and Cash Equivalents (As of June 30) | Indicator | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Cash and bank balances | 750,774 | 287,794 | +160.89% | | Time deposits (original maturity less than three months) | 212,404 | 100,467 | +111.42% | | Total Cash and Cash Equivalents | 963,178 | 388,261 | +148.08% | - Approximately HK$44,258 thousand (December 31, 2024: HK$22,725 thousand) is denominated in RMB and held in banks in Mainland China, where RMB is not freely convertible into other currencies[61] 13. Interest-Bearing Bank Borrowings Total interest-bearing bank borrowings increased by 31.53% to HK$2,158,594 thousand, with a significant rise in current portion, secured by investment properties, properties held for sale, development properties, and corporate/director guarantees Total Interest-Bearing Bank Borrowings (As of June 30) | Indicator | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current liabilities | 1,360,000 | 1,392,500 | -2.33% | | Current liabilities | 798,594 | 248,594 | +221.25% | | Total | 2,158,594 | 1,641,094 | +31.53% | - Bank loans are secured by certain investment properties of the Group located in Hong Kong and Mainland China, properties held for sale in Hong Kong, development properties in Malaysia, a personal guarantee provided by a director of the Company, and corporate guarantees[64] Interest-Bearing Bank Borrowings by Currency (As of June 30) | Currency | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | | :--- | :--- | :--- | | HKD | 1,952,500 | 1,435,000 | | MYR | 206,094 | 206,094 | | Total | 2,158,594 | 1,641,094 | 14. Amount Due to a Director The amount due to a director is unsecured, interest-free, and not repayable within one year - The amount due to a director is unsecured, interest-free, and not repayable within one year[68] 15. Share Capital The company's authorized and issued share capital remained unchanged, with 836,074,218 ordinary shares of HK$0.05 par value each Share Capital Composition (As of June 30) | Indicator | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | | :--- | :--- | :--- | | Authorized: 10,000,000,000 ordinary shares of HK$0.05 each | 500,000 | 500,000 | | Issued and fully paid: 836,074,218 ordinary shares of HK$0.05 each | 41,804 | 41,804 | 16. Share Option Scheme The company adopted a share option scheme in 2023 to incentivize eligible participants, with a 10% issued share capital limit; no options have been granted or remain outstanding since adoption - The company's share option scheme was adopted on May 25, 2023, to provide incentives and rewards to eligible participants who contribute to the Group's business success[71] - The maximum number of shares that may be issued upon exercise of all options granted under the scheme is 83,607,421 shares, representing 10% of the company's issued shares on the date of approval of the scheme[71] - No share options have been granted since the adoption of the scheme, and there were no outstanding share options as of June 30, 2025[75] 17. Corporate Guarantees The company provided corporate guarantees for bank facilities of its subsidiaries and a joint venture, largely utilized, with directors believing no significant liabilities will arise - The company has provided corporate guarantees for bank facilities granted to its subsidiaries up to approximately HK$1,899,829 thousand, of which approximately HK$1,706,094 thousand has been utilized[76] - The company has provided corporate guarantees for bank facilities granted to a joint venture up to approximately HK$244,607 thousand, of which approximately HK$79,801 thousand has been utilized[76] - The directors believe that the above corporate guarantees were made in the ordinary course of the Group's business and will not give rise to significant liabilities[76] 18. Leases As lessor, the Group recognized HK$94,355 thousand in rental income from investment properties under operating leases; as lessee, HK$160 thousand in right-of-use asset depreciation and HK$13 thousand in lease interest were recognized - The Group leases out its investment properties under operating lease arrangements, recognizing rental income of HK$94,355 thousand (2024: HK$97,506 thousand) during the period[77] Undiscounted Lease Payments Receivable in the Future (As of June 30) | Period | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | | :--- | :--- | :--- | | Within one year | 136,406 | 121,457 | | After one year but within two years | 51,081 | 22,707 | | After two years but within three years | 15,709 | 3,187 | | Total | 203,196 | 147,351 | - Depreciation expense on right-of-use assets of HK$160 thousand (2024: HK$4 thousand) and lease interest of HK$13 thousand were recognized in profit or loss[79] 19. Related Party Transactions The Group engaged in various related party transactions, including management fee income from an executive director's controlled entity and interest income from a joint venture, with increased key management personnel remuneration Related Party Transactions (For the six months ended June 30) | Transaction Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Management fee income from an entity controlled by Mr. Liu Zhiyong, an executive director | 1,617 | 240 | | Interest income from a joint venture | 361 | – | Key Management Personnel Remuneration (For the six months ended June 30) | Remuneration Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Fees | 432 | 270 | | Salaries, allowances and benefits in kind | 2,563 | 2,563 | | Retirement benefit scheme contributions | 9 | 9 | | Total | 3,004 | 2,842 | - Details of amounts due to a director are set out in note 14, and details of amounts due from investments accounted for using the equity method are set out in note 9[85] 20. Approval of the Unaudited Condensed Consolidated Financial Statements These unaudited condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 28, 2025 - These unaudited condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 28, 2025[84] Management Discussion and Analysis This section provides an overview of the Group's business performance, financial position, and future outlook Business Review The business review covers property investment performance in Hong Kong and Mainland China, disputes over Zhuhai property projects, and strong growth in the financial investment portfolio, particularly from listed equity investments Property Investment Hong Kong investment properties provide stable rental income, and Shanghai Windsor International maintains high occupancy; however, Zhuhai projects face slow demolition progress and ongoing legal disputes over land compensation - Hong Kong investment properties generated stable rental income of approximately HK$35,000 thousand (2024: HK$36,000 thousand) for the Group during the six months ended June 30, 2025[87] - The Windsor International project in Shanghai, China, consistently maintained an average occupancy rate of approximately 86%, contributing rental and management fee income of approximately HK$74,000 thousand (2024: HK$77,000 thousand)[88] - Demolition progress for the Zhuhai Qianshan project has been very slow, with the Group awaiting feedback and approval from government authorities on proposed planning adjustments[89] - The Zhuhai Doumen project faces a legal dispute over land resumption compensation of approximately RMB205,538 thousand, with the Group having initiated administrative litigation against local government authorities, and judicial proceedings are ongoing[90] Financial Investments The Group holds highly liquid equity investments of approximately HK$1,188,000 thousand, primarily Hong Kong-listed blue-chip stocks and ETFs, generating fair value gains and dividend income, with management actively monitoring market conditions to mitigate financial risks - As of June 30, 2025, the Group held highly liquid equity investments of approximately HK$1,188,000 thousand (December 31, 2024: HK$980,000 thousand), primarily in Hong Kong-listed blue-chip stocks and exchange-traded funds[94] - Equity investments recorded a net fair value gain of approximately HK$207,000 thousand (2024: HK$91,000 thousand) and dividend income of approximately HK$31,000 thousand (2024: HK$27,000 thousand) during the reporting period[94] - Major holdings include Tracker Fund of Hong Kong, HSBC Holdings plc, Hang Seng China Enterprises Index ETF, Bank of China Limited, China Mobile Limited, China Life Insurance Company Limited, and PetroChina Company Limited[95][97] - Management will closely monitor the performance of each equity investment and changes in market conditions to mitigate potential financial risks and will adjust the investment portfolio as appropriate[98] Financial Review Profit for the six months ended June 30, 2025, rose by approximately 80% to HK$286,000 thousand, driven by unrealized fair value gains and increased dividend income from equity investments, despite a 4% decline in rental and property management service income - The Group recorded an approximately 80% increase in profit to approximately HK$286,000 thousand (2024: HK$159,000 thousand) for the six months ended June 30, 2025, primarily due to unrealized fair value gains and increased dividend income from equity investments[101] - The Group's rental and property management service income for the first half of 2025 decreased by approximately 4% year-on-year to approximately HK$110,000 thousand (2024: HK$114,000 thousand)[101] - Equity investments recorded unrealized fair value gains of approximately HK$207,000 thousand (an increase of approximately 127% year-on-year) and dividend income of approximately HK$31,000 thousand (an increase of approximately 15% year-on-year)[101] Significant Acquisitions and Disposals of Subsidiaries, Associates, and Joint Ventures For the six months ended June 30, 2025, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group did not have any significant acquisitions or disposals of subsidiaries, associates, or joint ventures[102] Foreign Currency Risk The Group primarily faces RMB-related foreign exchange risk, which management monitors closely for hedging, and held no foreign currency hedging instruments at period-end - The foreign exchange risk faced by the Group is mainly related to RMB, which management will closely monitor for its impact on the Group's performance and hedge its currency risk when appropriate[103] - As of June 30, 2025, the Group did not hold any financial instruments for foreign currency hedging purposes[104] Liquidity and Financial Resources The Group maintains strong liquidity with significantly increased cash and cash equivalents and highly liquid equity investments; total bank borrowings rose, increasing the gearing ratio to 21% - As of June 30, 2025, the Group held liquid assets in the form of highly liquid equity investments of approximately HK$1,188,000 thousand (December 31, 2024: HK$980,000 thousand)[105] - The Group's cash and cash equivalents amounted to approximately HK$963,000 thousand as of June 30, 2025 (December 31, 2024: HK$388,000 thousand)[105] - The Group's total bank borrowings amounted to approximately HK$2,159,000 thousand as of June 30, 2025 (December 31, 2024: HK$1,641,000 thousand), secured by legal charges over certain investment properties in Hong Kong and Shanghai and development properties in Malaysia[105] - The Group's gearing ratio was approximately 21% as of June 30, 2025 (December 31, 2024: 16%)[107] Pledge of Group Assets Details of the pledge of Group assets are disclosed in Note 13 to the unaudited condensed consolidated financial statements - Details of the pledge of Group assets are set out in note 13 to the unaudited condensed consolidated financial statements[108] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[109] Commitments As of June 30, 2025, the Group had committed approximately HK$4,000 thousand for construction and land development expenditures - As of June 30, 2025, the Group had committed approximately HK$4,000 thousand (December 31, 2024: HK$4,000 thousand) for construction and land development expenditures, respectively[110] Employees and Remuneration Policy The Group employs approximately 201 staff across four locations, with increased employee expenses; remuneration policy aims for fair and competitive compensation, reviewed annually based on performance, experience, and market conditions - As of June 30, 2025, the Group employed approximately 201 staff across four locations: Shanghai, Zhuhai, Hong Kong, and Malaysia[111] - Employee expenses (including directors' emoluments) for the period amounted to approximately HK$17,000 thousand (2024: HK$16,000 thousand)[111] - The Group's remuneration policy aims to maintain fair and competitive compensation based on business needs and industry practices, primarily determined by performance, experience, and prevailing market conditions, and reviewed annually[111] Outlook The Group anticipates continued weak demand in Hong Kong's commercial property market and potential rising borrowing costs, leading to uncertainty in 2025 full-year financial performance; it will diversify overseas investments and adopt cautious financial investment strategies to manage global market volatility - The market demand for Hong Kong office and industrial buildings remains weak, and overall rental levels and occupancy rates may adversely affect the valuation of the Group's properties at the end of 2025[112] - Recent fluctuations in Hong Kong Interbank Offered Rate (HIBOR) may lead to increased borrowing costs for the Group, and despite stable income from Shanghai, Mainland China, for 2025, significant uncertainty remains regarding the Group's full-year financial performance for 2025[112] - The Group will continue to seek diversified investment opportunities across various regions, including investing in real estate development projects and acquiring land banks in Malaysia, to further enhance shareholder returns[112] - The value of the Group's listed securities portfolio may fluctuate significantly in the second half of the year due to global financial market factors such as tariff wars, interest rate trends, and geopolitical situations in Europe and the Middle East, prompting management to maintain a cautious investment strategy[113] Other Information This section provides additional disclosures regarding directors' and shareholders' interests, corporate governance, and other relevant company information Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures of the Company and its Associated Corporations As of June 30, 2025, Mr. Liu Zhiyong held approximately 66.91% of the company's shares and 75.00% of associated corporation Oriental Prosperity Holdings Limited through controlled entities, held via a family discretionary trust Directors' Long Positions in Ordinary Shares of the Company (As of June 30, 2025) | Director's Name | Capacity and Nature of Interest | Number of Shares Held | Approximate Percentage of the Company's Issued Share Capital (%) | | :--- | :--- | :--- | :--- | | Mr. Liu Zhiyong | Interest in controlled corporations | 559,411,142 | 66.91 | Directors' Long Positions in Ordinary Shares of an Associated Corporation – Oriental Prosperity Holdings Limited, a subsidiary of the Company (As of June 30, 2025) | Director's Name | Capacity and Nature of Interest | Number of Shares Held | Approximate Percentage of the Associated Corporation's Issued Share Capital (%) | | :--- | :--- | :--- | :--- | | Mr. Liu Zhiyong | Interest in controlled corporations | 291,137,700 | 75.00 | - The aforementioned shares are ultimately controlled by Power Resources Holdings Limited, which acts as trustee for the Power Resources Discretionary Trust, with Mr. Liu Zhiyong and his family as beneficiaries[115] Directors' Rights to Acquire Shares or Debentures For the six months ended June 30, 2025, no director or their associates were granted or exercised rights to acquire company shares or debentures, except as disclosed under the share option scheme - Save for the disclosure under the share option scheme, at no time during the six months ended June 30, 2025, were any rights to acquire shares or debentures of the Company granted to any director or their respective spouse or minor children, nor had any such rights been exercised by them to obtain benefits[117] Substantial Shareholders' Interests in Shares As of June 30, 2025, Power Resources Holdings Limited, through its wholly-owned subsidiaries, was the substantial shareholder, indirectly holding 66.91% of the company's issued shares Substantial Shareholders' Long Positions in Ordinary Shares of the Company (As of June 30, 2025) | Shareholder Name | Capacity and Nature of Interest | Number of Shares Held | Approximate Percentage of the Company's Issued Share Capital (%) | | :--- | :--- | :--- | :--- | | Power Resources Holdings Limited | Interest in controlled corporations | 559,411,142 | 66.91 | | Lucky Speculator Limited | Directly beneficially owned | 439,084,800 | 52.52 | | Desert Prince Limited | Directly beneficially owned | 120,326,342 | 14.39 | - Power Resources Holdings Limited holds an indirect interest in the Company's shares through its wholly-owned subsidiaries, Lucky Speculator Limited and Desert Prince Limited[118] Events After the Reporting Period No significant events occurred after June 30, 2025, up to the report date, that could materially affect the Group's operations and financial performance - No significant events that could materially affect the Group's operations and financial performance occurred after June 30, 2025, and up to the date of this report[120] Closure of Register of Members The company will close its register of members from September 15 to September 17, 2025, to determine eligibility for the interim dividend, expected to be paid around October 23, 2025 - The company's register of members will be closed from Monday, September 15, 2025, to Wednesday, September 17, 2025 (both dates inclusive)[121] - To qualify for the proposed interim dividend, all share transfer documents must be lodged with the company's Hong Kong branch share registrar and transfer office by 4:30 p.m. on Friday, September 12, 2025[121] - The interim dividend will be paid to shareholders whose names appear on the register of members on Wednesday, September 17, 2025, with the payment date on or about Thursday, October 23, 2025[121] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[122] Review by Audit Committee The Audit Committee reviewed the Group's accounting principles, internal controls, and financial reporting matters, including the unaudited interim results for the six months ended June 30, 2025 - The Audit Committee has reviewed with management the accounting principles and practices adopted by the Group and discussed internal controls and financial reporting matters, including the review of the Group's unaudited interim results for the six months ended June 30, 2025[123] Corporate Governance Code The Board believes the company complied with Appendix C1 Part 2 of the Listing Rules' Corporate Governance Code for the six months ended June 30, 2025, except for the chairman and managing director's exemption from rotation, deemed in the company's best interest - The company's directors believe that for the six months ended June 30, 2025, the company has consistently applied the principles and complied with the code provisions set out in Part 2 of Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[124] - Pursuant to code provision B.2.2, every director should be subject to retirement by rotation at least once every three years, except for the chairman and managing director; the Board believes that exempting the company's chairman and managing director from the rotation provisions will enable the Group to effectively plan, formulate, and implement long-term strategies and business plans under strong and consistent leadership, utilizing resources efficiently[125] Standard Code for Securities Transactions by Directors The company adopted the Standard Code for Securities Transactions by Directors as per Appendix C3 of the Listing Rules, and all directors confirmed compliance - The company has adopted the Standard Code for Securities Transactions by Directors as set out in Appendix C3 of the Listing Rules as its code of conduct for directors' securities transactions[126] - Following specific inquiries to all directors of the company, all directors confirmed that they have complied with the required standards set out in the Standard Code for the six months ended June 30, 2025[126] Publication of Interim Report The company's 2025 interim report is available on its website and the HKEX website - The company's 2025 interim report has been published on the company's website (www.irasia.com/listco/hk/multifield/index.htm) and the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk)[127](index=127&type=chunk) Board Members This section lists the company's executive and independent non-executive directors as of the report date - The executive directors of the company are Mr. Liu Zhiyong, Mr. Liu Zhiqi, and Ms. Leung Wai Sang[128] - The independent non-executive directors of the company are Mr. Lo Man Lun, Mr. Lo Kam Cheung, Mr. Tsui Ka Wah, and Mr. Ng Sing Yip[128]