第一上海(00227) - 2025 - 中期财报

Company Information Board of Directors and Company Secretary This section lists the board members of First Shanghai Investments Limited, including the Chairman, Executive Directors, Non-executive Directors, and Independent Non-executive Directors, as well as the Company Secretary's name - The Chairman of the Board is Mr. Lo Yuen Yi, with Executive Directors including Mr. Sun Shu Lin, Mr. Yeung Wai Kin, and Ms. Lo Yuen Yuen[4] - The Company Secretary is Mr. Yeung Wai Kin[4] Auditor and Principal Bankers This section provides the Company's auditor information and a list of principal bankers, showing the financial institutions the Company collaborates with - The auditor is PricewaterhouseCoopers[4] - Principal bankers include Bank of China (Hong Kong) Limited, Bank of Communications Co., Ltd. Hong Kong Branch, and CITIC Bank International Limited[4] Registered Office and Share Registrar This section details the Company's registered office address, contact information, and share registrar and transfer office, including the stock code on the Hong Kong Stock Exchange - The registered office is located at Room 1903, Wing On House, 71 Des Voeux Road Central, Hong Kong[4] - The share registrar and transfer office is Hong Kong Central Share Registry Limited[4] - The Company's stock code is 227[4] Management Discussion and Analysis Market Review In the first half of 2025, the global economy showed mixed growth amidst geopolitical uncertainties and economic challenges, with major markets like the US and Asian stock markets rebounding, but the overall outlook remains unclear; China's economy grew moderately, while Hong Kong's local consumption continued to decline, and the property market remained sluggish - The global economy was affected by geopolitical uncertainties and new US tariff measures, but major European markets recorded gains due to easing inflation and accommodative monetary policies[6] - China's economy experienced moderate growth driven by domestic demand and government stimulus measures, but faced trade tensions and property market instability[6] - Hong Kong's local consumption continued to decline, the job market tightened, the stock market rebounded after volatility, and the property market remained sluggish[7] Business Review In the first half of 2025, the Group's Financial Services segment benefited from increased market turnover and brokerage commission income growth, but margin loan interest income declined; the Property and Hotel segment faced challenges due to inventory overhang, weak buyer confidence, and fair value losses; the Group's overall net profit attributable to shareholders and basic earnings per share significantly decreased by 95% compared to the same period last year - The Financial Services segment benefited from a 20% increase in the Hang Seng Index and a 118% surge in average daily market turnover, leading to growth in brokerage commission income[8] - Margin loan interest income decreased due to persistently high interest rates and intense competition[8] - The Property and Hotel segment faced inventory overhang and weak buyer confidence, resulting in price declines in major cities and fair value losses on certain property projects[9] - For the six months ended June 30, 2025, the Group's net profit attributable to shareholders was approximately HK$3 million, with basic earnings per share of 0.15 HK cents, representing a 95% decrease compared to the same period in 2024[9] Outlook Looking ahead, financial markets are expected to remain highly volatile, influenced by domestic property policies, US Federal Reserve interest rate policies, and geopolitical tensions; the Hong Kong stock market is cautiously optimistic, benefiting from accommodative monetary policies and China's economic recovery; China's property market continues to face pressure, with recovery dependent on government support; the Group will implement risk mitigation strategies, actively promote digitalization of financial services, and optimize its business model to address challenges and seize opportunities - Financial markets are expected to remain highly volatile due to relaxed property policies, US Federal Reserve interest rate policies, and geopolitical tensions[10] - The outlook for the Hong Kong stock market in the second half is cautiously optimistic, benefiting from accommodative monetary policies and China's economic recovery[10] - China's property market continues to face pressure, with recovery dependent on further government support and economic stability[11] - The Group will actively implement digitalization and automation strategies for financial services to enhance customer experience and operational efficiency[10] Financial Review For the six months ended June 30, 2025, the Group's net profit attributable to shareholders and basic earnings per share significantly decreased by 95% compared to the same period last year, primarily due to a gain on disposal of a subsidiary in the prior period, lower property sales, fair value losses on investment properties, and reduced margin loan interest income; revenue decreased by 8%, while total net assets increased by 2% - Net profit attributable to shareholders and basic earnings per share decreased by 95% to approximately HK$3 million and 0.15 HK cents, respectively[12] - Key reasons for the decrease include: a gain on disposal of a subsidiary of approximately HK$66 million in 2024, which was absent in the current period; lower property sales from the Huangshan project; fair value losses on investment properties and impairment provisions for properties held for sale; and reduced margin loan interest income[12] - Revenue was approximately HK$192 million, representing an 8% decrease compared to the same period last year[12] - Total net assets were approximately HK$2.614 billion, representing a 2% increase compared to December 31, 2024[12] Financial Services The Financial Services segment's operating profit approximately doubled to approximately HK$21 million in the first half of 2025, primarily driven by a significant increase in brokerage commission income due to a 118% surge in average daily market turnover in the Hong Kong stock market and an increase in initial public offerings; however, margin loan interest income decreased by 25% due to persistently high interest rates and intense competition, and corporate finance advisory service income also decreased by 24% - Financial Services segment operating profit was approximately HK$21 million, approximately doubled compared to the same period in 2024[13] - Brokerage commission income doubled, driven by an approximately 118% increase in average daily market turnover in the Hong Kong stock market and an increase in initial public offerings[14] - Margin loan interest income decreased by 25% compared to the same period in 2024, due to persistently high interest rates and intense competition[14] - Advisory service income decreased by 24% compared to the same period in 2024, affected by intensified market competition[14] Property and Hotel The Property and Hotel segment recorded an operating loss of approximately HK$27 million in the first half of 2025, representing a 10% increase compared to the same period last year, primarily due to reduced property sales from the Huangshan project, fair value losses on investment properties, and impairment provisions for properties held for sale; property development business revenue decreased by 78%, property investment and management business revenue decreased by 8%, and hotel and golf course business revenue decreased by 2% - The Property and Hotel segment recorded an operating loss of approximately HK$27 million, representing a 10% increase compared to the same period in 2024[15] - Property development business revenue decreased by 78% compared to the same period in 2024, mainly because most sales from the Huangshan project were recognized in early 2024[15] - Impairment provisions for properties held for sale of approximately HK$3 million and fair value losses on investment properties of approximately HK$3 million were recorded[15] - Hotel and golf course business revenue decreased by 2% compared to the same period in 2024, affected by weak consumer sentiment[16] Other Businesses The Other Businesses segment recorded an operating loss of approximately HK$2 million during the reporting period, a significant decrease compared to an operating profit of approximately HK$68 million in the same period of 2024, primarily due to a gain on disposal of a subsidiary of approximately HK$66 million recognized in 2024, with no new direct investment projects in the current period - The Other Businesses segment recorded an operating loss of approximately HK$2 million[17] - Operating profit in the same period of 2024 was approximately HK$68 million, mainly due to a gain on disposal of a subsidiary of approximately HK$66 million[17] - No new direct investment projects were undertaken in 2025, as internal resources were focused on the financial services business[17] Liquidity, Financial Resources and Capital Structure The Group primarily relies on internal financial resources, supplemented by bank and other loans; as of June 30, 2025, secured bank loans decreased to approximately HK$93 million, cash reserves increased to approximately HK$473 million, and the debt-to-equity ratio decreased to 3.6%; there were no changes in the capital structure, and all licensed subsidiaries complied with statutory capital requirements - Secured bank loans were approximately HK$93 million (December 31, 2024: approximately HK$107 million)[18] - Cash reserves increased to approximately HK$473 million (December 31, 2024: approximately HK$290 million)[18] - The debt-to-equity ratio (total borrowings to shareholders' funds) decreased to 3.6% as of June 30, 2025 (December 31, 2024: 4.2%)[18] - The Group was not exposed to other significant foreign exchange fluctuation risks and did not use derivative instruments for hedging[19] Pledge of Group Assets The Group pledged properties, investment properties, leasehold land and land use rights, and properties held for sale with a total net book value of approximately HK$559 million, along with time deposits of approximately HK$15 million, as collateral for bank loans and general banking facilities - The total net book value of pledged properties, investment properties, leasehold land and land use rights, and properties held for sale was approximately HK$559 million[20] - Pledged time deposits were approximately HK$15 million[20] - No bank borrowings were secured by listed securities pledged by clients to the Group as collateral for margin loans and IPO loans[20] Contingent Liabilities As of June 30, 2025, the Group provided guarantees for mortgage loans to property purchasers in China, with total contingent liabilities of approximately HK$6 million, a decrease from approximately HK$14 million as of December 31, 2024 - Total contingent liabilities were approximately HK$6 million (December 31, 2024: approximately HK$14 million)[21][73] - Guarantee terms stipulate that if purchasers fail to fulfill mortgage payments, the Group is responsible for repaying outstanding principal, interest, and penalties, and has the right to take over the relevant properties[21][75] Significant Acquisitions and Disposals During the reporting period, the Group did not undertake any significant acquisitions, disposals, or major investments - No significant acquisitions, disposals, or major investments were made during the period[22] Human Resources The Group's human resource management aims to reward and develop employees through competitive compensation and benefits and a comprehensive performance appraisal system; as of June 30, 2025, the Group employed 537 staff, with staff costs of approximately HK$110 million, an increase from the same period last year - As of June 30, 2025, the Group employed 537 staff (June 30, 2024: 543 staff)[23] - Staff costs for the six months ended June 30, 2025, were approximately HK$110 million (June 30, 2024: approximately HK$97 million)[23] - Employee compensation is performance-based, reviewed annually, and benefits include bonuses, medical plans, provident funds, and share option schemes[23] Condensed Consolidated Income Statement For the six months ended June 30, 2025, the Group's revenue was HK$191,595 thousand, profit for the period was HK$3,674 thousand, and basic earnings per share attributable to shareholders of the Company was 0.15 HK cents Condensed Consolidated Income Statement (For the six months ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 191,595 | 208,743 | | Cost of sales | (84,143) | (103,588) | | Gross profit | 107,452 | 105,155 | | Other net (losses)/gains | (509) | 53,719 | | Selling, general and administrative expenses | (134,548) | (124,389) | | Operating (loss)/profit | (27,605) | 34,485 | | Net finance income | 33,402 | 31,784 | | Profit before tax | 5,797 | 66,269 | | Taxation | (2,123) | (161) | | Profit for the period | 3,674 | 66,108 | | Attributable to shareholders of the Company | 3,344 | 66,261 | | Basic earnings per share | 0.15 HK cents | 3.02 HK cents | Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the Group's profit for the period was HK$3,674 thousand, and other comprehensive income was HK$54,278 thousand, resulting in a total comprehensive income for the period of HK$57,952 thousand Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Profit for the period | 3,674 | 66,108 | | Other comprehensive income/(loss) | | | | — Exchange reserve recognised on disposal of a subsidiary | – | (20,589) | | — Exchange differences | 45,024 | (14,218) | | — Fair value gains/(losses) on financial assets at fair value through other comprehensive income | 8,331 | (2,717) | | — Exchange differences (items that will not be reclassified to profit or loss) | 923 | (490) | | Other comprehensive income/(loss) for the period, net of tax | 54,278 | (38,014) | | Total comprehensive income for the period | 57,952 | 28,094 | | Attributable to shareholders of the Company | 56,699 | 28,737 | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets were HK$5,804,334 thousand, and net assets were HK$2,613,668 thousand; net current assets were HK$1,504,409 thousand, an increase from December 31, 2024 Condensed Consolidated Statement of Financial Position (As of June 30) | Metric | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Non-current assets | | | | Intangible assets | 1,726 | 1,726 | | Property, plant and equipment | 432,931 | 404,590 | | Investment properties | 581,090 | 577,806 | | Total non-current assets | 1,197,048 | 1,289,382 | | Current assets | | | | Inventories | 333,771 | 344,623 | | Loans and advances | 977,361 | 1,082,226 | | Trade and other receivables | 197,576 | 253,993 | | Client trust bank balances | 2,421,359 | 1,726,732 | | Cash and bank balances | 423,950 | 284,650 | | Total current assets | 4,607,286 | 3,759,120 | | Current liabilities | | | | Trade and other payables | 2,972,668 | 2,264,679 | | Borrowings (current) | 77,510 | 77,278 | | Total current liabilities | 3,102,877 | 2,391,328 | | Net current assets | 1,504,409 | 1,367,792 | | Total assets less current liabilities | 2,701,457 | 2,657,174 | | Non-current liabilities | | | | Borrowings (non-current) | 15,748 | 30,009 | | Total non-current liabilities | 87,789 | 101,146 | | Net assets | 2,613,668 | 2,556,028 | | Total equity | 2,613,668 | 2,556,028 | Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group generated net cash of HK$167,219 thousand from operating activities, used net cash of HK$3,389 thousand in investing activities, and used net cash of HK$25,615 thousand in financing activities, with cash and cash equivalents at period-end of HK$423,950 thousand Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Net cash generated from/(used in) operating activities | 167,219 | (143,757) | | Cash flows from investing activities | | | | Interest received | 39,397 | 49,662 | | Proceeds from disposal of a subsidiary | – | 49,951 | | Net cash (used in)/generated from investing activities | (3,389) | 93,121 | | Cash flows from financing activities | | | | Repayment of borrowings | (74,227) | (142,244) | | Net cash used in financing activities | (25,615) | (42,548) | | Net increase/(decrease) in cash and cash equivalents | 138,215 | (93,184) | | Cash and cash equivalents at June 30 | 423,950 | 246,648 | Condensed Consolidated Statement of Changes in Equity As of June 30, 2025, the total share capital and reserves attributable to shareholders of the Company were HK$2,544,584 thousand, non-controlling interests were HK$69,084 thousand, and total equity was HK$2,613,668 thousand; total comprehensive income for the period was HK$57,952 thousand Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Metric | June 30, 2025 (HK$'000) | June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Total equity at January 1 | 2,556,028 | 2,431,686 | | Profit for the period (attributable to shareholders of the Company) | 3,344 | 66,261 | | Other comprehensive income/(loss) | 54,278 | (38,014) | | Total comprehensive income for the period | 57,952 | 28,094 | | Dividends paid to non-controlling interests | (312) | (450) | | Total equity at end of period | 2,613,668 | 2,463,641 | Notes to the Condensed Consolidated Financial Information General Information This section outlines the principal business activities of First Shanghai Investments Limited and its subsidiaries, including securities investment, corporate finance, property development, and confirms the preparation and approval of this interim report - The Group is principally engaged in securities investment, corporate finance, stockbroking, property development, property investment, hotel operation, direct investment, investment holding, and management[39] - The Company is a limited liability company incorporated in Hong Kong and listed on The Stock Exchange of Hong Kong Limited[39] - These unaudited condensed consolidated financial information were approved for issue by the Board on August 22, 2025[40] Basis of Preparation This section explains that the unaudited condensed consolidated financial information for the six months ended June 30, 2025, has been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and should be read in conjunction with the annual financial statements - The unaudited condensed consolidated financial information has been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting"[42] - This information should be read in conjunction with the annual financial statements for the year ended December 31, 2024[42] Accounting Policies This section states that the accounting policies adopted during this interim period are consistent with those in the annual financial statements for the year ended December 31, 2024, and notes that newly adopted revised standards have no significant impact on the financial position - The accounting policies adopted are consistent with those described in the annual financial statements for the year ended December 31, 2024[43] - The adoption of the revised Hong Kong Accounting Standard 21 (Revised), Lack of Exchangeability, will not have a significant impact on the Group's results and financial position for the current and prior accounting periods[44] - Income tax for the interim period is calculated based on the applicable tax rate for the expected total annual profit[45] Estimates This section explains that the preparation of the unaudited condensed consolidated financial information requires management to make judgments, estimates, and assumptions, and notes that actual results may differ from these estimates; the significant judgments and key sources of estimation uncertainty made by management in preparing this information are consistent with those in the annual consolidated financial statements - The preparation of the unaudited condensed consolidated financial information requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses[46] - Actual results may differ from these estimates[46] Segment Information The Group's operating segments are classified into financial services, property development, property investment and hotel, and other businesses; in the first half of 2025, the financial services segment recorded significant growth in operating profit, while property development, property investment and hotel, and other businesses all recorded operating losses - The Group's operating segments include Financial Services, Property Development, Property Investment and Hotel, and Other Businesses[49] - In the first half of 2025, the Financial Services segment's revenue was HK$110,132 thousand, with segment results of HK$21,152 thousand[50] - Property Development revenue was HK$11,700 thousand, with a segment loss of HK$12,758 thousand[50] - As of June 30, 2025, Financial Services segment assets were HK$3,999,869 thousand, and Property Development segment assets were HK$519,201 thousand[52] Segment Results for the Six Months Ended June 30, 2025 In the first half of 2025, the Financial Services segment achieved an operating profit of HK$21,152 thousand, while Property Development, Property Investment and Hotel, and Other Businesses all recorded operating losses, leading to an overall Group operating loss of HK$27,605 thousand 2025 First Half Segment Results (HK$'000) | Segment | Revenue | Segment results | | :--- | :--- | :--- | | Financial Services | 110,132 | 21,152 | | Property Development | 11,700 | (12,758) | | Property Investment and Hotel | 69,763 | (14,054) | | Other Businesses | – | (2,322) | | Total | 191,595 | (7,982) | | Net unallocated operating expenses | | (19,623) | | Operating loss | | (27,605) | Segment Results for the Six Months Ended June 30, 2024 In the first half of 2024, the Financial Services segment achieved an operating profit of HK$9,568 thousand, and Other Businesses achieved an operating profit of HK$67,668 thousand, while Property Development and Property Investment and Hotel recorded operating losses, resulting in an overall Group operating profit of HK$34,485 thousand 2024 First Half Segment Results (HK$'000) | Segment | Revenue | Segment results | | :--- | :--- | :--- | | Financial Services | 78,650 | 9,568 | | Property Development | 54,940 | (4,725) | | Property Investment and Hotel | 72,344 | (19,846) | | Other Businesses | 2,809 | 67,668 | | Total | 208,743 | 52,665 | | Net unallocated operating expenses | | (18,180) | | Operating profit | | 34,485 | Segment Assets As of June 30, 2025, the Group's total segment assets were HK$5,727,808 thousand, with the Financial Services segment accounting for the largest share at HK$3,999,869 thousand Segment Assets (HK$'000) | Segment | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Financial Services | 3,999,869 | 3,264,355 | | Property Development | 519,201 | 533,038 | | Property Investment and Hotel | 1,076,389 | 1,048,578 | | Other Businesses | 132,349 | 175,338 | | Total segment assets | 5,727,808 | 5,021,309 | | Total assets (including recoverable tax, deferred tax assets, corporate assets) | 5,804,334 | 5,048,502 | Other Net (Losses)/Gains For the six months ended June 30, 2025, the Group recorded other net losses of HK$509 thousand, primarily due to fair value losses on investment properties and financial assets at fair value through profit or loss, whereas the same period last year recorded net gains of HK$53,719 thousand from the disposal of a subsidiary Other Net (Losses)/Gains (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Gain on disposal of a subsidiary | – | 65,946 | | Loss on disposal of investment properties | (3) | (7) | | Fair value loss on investment properties | (2,989) | (11,353) | | Fair value loss on financial assets at fair value through profit or loss | (2,156) | – | | Net gain on disposal of property, plant and equipment | 18 | 82 | | Net foreign exchange gains/(losses) | 4,621 | (949) | | Total | (509) | 53,719 | Operating (Loss)/Profit For the six months ended June 30, 2025, the Group's operating loss was HK$27,605 thousand, primarily affected by increased depreciation, impairment provisions for properties held for sale, and staff costs Operating (Loss)/Profit after deducting/(crediting) items (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Depreciation | 17,637 | 19,303 | | Amortisation of leasehold land and land use rights | 740 | 755 | | Impairment loss on financial assets, net/(reversal) | 888 | (347) | | Impairment provision for properties held for sale | 2,957 | – | | Staff costs | 109,904 | 97,427 | Net Finance Income For the six months ended June 30, 2025, the Group's net finance income was HK$33,402 thousand, an increase from HK$31,784 thousand in the same period last year, primarily due to a significant decrease in finance costs Net Finance Income (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Finance income | 38,864 | 48,688 | | Total finance costs | (5,462) | (16,904) | | Net finance income | 33,402 | 31,784 | Staff Costs For the six months ended June 30, 2025, the Group's total staff costs were HK$109,904 thousand, an increase from HK$97,427 thousand in the same period last year, primarily driven by growth in wages, salaries, and allowances Staff Costs (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Wages, salaries and allowances | 98,991 | 85,815 | | Retirement benefit costs | 5,200 | 5,394 | | Other employee benefits | 5,713 | 6,218 | | Total | 109,904 | 97,427 | Taxation For the six months ended June 30, 2025, the Group's taxation expense was HK$2,123 thousand, a significant increase from HK$161 thousand in the same period last year, primarily due to increased Hong Kong profits tax and land appreciation tax, partially offset by a decrease in deferred tax Taxation Expense (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong profits tax (current) | 2,342 | 1,806 | | Overseas income tax (current) | 418 | 458 | | Land appreciation tax | 883 | 2,926 | | Deferred tax | (1,521) | (5,029) | | Taxation | 2,123 | 161 | Earnings Per Share For the six months ended June 30, 2025, the Group's basic and diluted earnings per share were both 0.15 HK cents, a significant decrease from 3.02 HK cents in the same period last year - Profit attributable to shareholders of the Company was approximately HK$3.344 million (2024: approximately HK$66.261 million)[60] - Basic earnings per share was 0.15 HK cents (2024: 3.02 HK cents)[60] - The weighted average number of ordinary shares in issue was 2,190,679,905 shares[60] - Diluted earnings per share was the same as basic earnings per share as there were no potentially dilutive ordinary shares in issue during the period[60] Interim Dividend The Board recommends not to declare an interim dividend for the six months ended June 30, 2025 - The Board recommends not to declare an interim dividend for the first half of 2025 (2024: HK$nil)[61] Capital Expenditure As of June 30, 2025, the Group's net book value of property, plant and equipment increased to HK$432,931 thousand, and investment properties increased to HK$581,090 thousand; additions to property, plant and equipment were HK$811 thousand, and right-of-use assets were HK$6,843 thousand during the period Capital Expenditure Net Book Value Movement (HK$'000) | Item | January 1, 2025 | Additions | Fair value loss | Depreciation and amortisation | Exchange differences | June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Intangible assets | 1,726 | – | – | – | – | 1,726 | | Property, plant and equipment | 404,590 | 811 | – | (11,946) | 39,641 | 432,931 | | Right-of-use assets | 13,038 | 6,843 | – | (5,691) | 469 | 14,659 | | Investment properties | 577,806 | – | (2,989) | – | 5,842 | 581,090 | | Leasehold land and land use rights | 32,853 | – | – | (740) | 136 | 32,249 | Inventories As of June 30, 2025, the Group's total inventories were HK$333,771 thousand, primarily comprising properties held for sale, with properties under development (within normal operating cycle) amounting to HK$20,222 thousand Inventory Composition (HK$'000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Properties under development (within normal operating cycle) | 20,222 | 19,953 | | Properties held for sale | 311,809 | 323,266 | | Other inventories | 1,740 | 1,404 | | Total | 333,771 | 344,623 | | Properties under development (outside normal operating cycle) | 132,595 | 130,833 | Trade and Other Receivables As of June 30, 2025, the Group's total trade and other receivables were HK$197,576 thousand, a decrease from HK$253,993 thousand as of December 31, 2024, primarily due to a decrease in amounts due from securities brokers and clearing houses Trade and Other Receivables Composition (HK$'000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Amounts due from securities brokers and clearing houses | 74,206 | 156,763 | | Amounts due from securities clients | 119,386 | 93,129 | | Trade and other receivables | 5,060 | 5,200 | | Loss allowance | (1,076) | (1,099) | | Total | 197,576 | 253,993 | - All trade and other receivables are repayable within one year or on demand, and their fair value approximates their carrying amount[64] - Trade and other receivables aged 0 to 30 days by invoice date accounted for the largest portion, at HK$196,507 thousand[65] Trade and Other Payables As of June 30, 2025, the Group's total trade and other payables were HK$2,972,668 thousand, an increase from HK$2,264,679 thousand as of December 31, 2024, primarily driven by a significant increase in amounts due to securities clients and clearing houses Trade and Other Payables Composition (HK$'000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Amounts due to securities brokers and dealers | 36,484 | 45,008 | | Amounts due to securities clients and clearing houses | 2,593,274 | 1,873,279 | | Trade payables | 158,957 | 163,743 | | Contract liabilities | 19,495 | 13,717 | | Accruals and other payables | 164,458 | 168,932 | | Total | 2,972,668 | 2,264,679 | - Amounts due to securities clients and clearing houses include payables of HK$2,421,359,000 deposited in segregated trust accounts with authorized institutions[67] - Most trade and other payables are repayable within one year or on demand, and their fair value approximates their carrying amount[67] Borrowings As of June 30, 2025, the Group's total borrowings were HK$93,258 thousand, a decrease from HK$107,287 thousand as of December 31, 2024; the weighted average effective annual interest rate decreased to 3.10% p.a. Borrowings Composition (HK$'000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Non-current secured bank loans | 15,748 | 30,009 | | Current secured bank loans | 77,510 | 77,278 | | Total | 93,258 | 107,287 | - The Group has pledged properties with a total net book value of approximately HK$559 million and time deposits of approximately HK$15 million as collateral for bank borrowings[68] - The weighted average effective annual interest rate was 3.10% p.a. (December 31, 2024: 6.32% p.a.)[69] Share Capital As of June 30, 2025, the Company's total issued and fully paid share capital was 2,190,679,905 ordinary shares, with a share capital amount of HK$1,265,591 thousand, remaining unchanged from December 31, 2024 Share Capital (HK$'000) | Item | June 30, 2025 (Number of shares in thousands) | June 30, 2025 (HK$'000) | December 31, 2024 (Number of shares in thousands) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | Ordinary shares, issued and fully paid: at beginning and end of period | 2,190,680 | 1,265,591 | 2,190,680 | 1,265,591 | Commitments The Group's commitments primarily include capital commitments contracted but not provided for, and total minimum lease receivables under irrevocable operating leases for investment properties Capital Commitments for Property, Plant and Equipment, Leasehold Land and Land Use Rights and Properties Under Development As of June 30, 2025, the Group's capital commitments for property, plant and equipment, leasehold land and land use rights, and properties under development, contracted but not provided for, amounted to HK$308,217 thousand Capital Commitments (HK$'000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Contracted but not provided for | 308,217 | 304,122 | Operating Lease Commitments As of June 30, 2025, the Group's total minimum lease receivables under irrevocable operating leases for investment properties amounted to HK$31,975 thousand, of which HK$15,636 thousand are due not later than one year Operating Lease Receivables (HK$'000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Not later than one year | 15,636 | 16,252 | | Later than one year but not later than five years | 14,000 | 14,711 | | Later than five years | 2,339 | 3,050 | | Total | 31,975 | 34,013 | Contingent Liabilities As of June 30, 2025, the Group provided guarantees for mortgage loans to property purchasers in China, with total contingent liabilities of approximately HK$6 million, a decrease from approximately HK$14 million as of December 31, 2024; additionally, the Group is involved in a lawsuit, with a provision of approximately HK$50 million recognized Contingent Liabilities (HK$'000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Guarantees given for mortgage facilities granted to certain purchasers of the Group's properties | 6,001 | 14,384 | - The Group is involved in a lawsuit, with a provision of approximately HK$50 million recognized in 'Other payables' as of June 30, 2025 (December 31, 2024: approximately HK$47 million)[75] Related Party Transactions For the six months ended June 30, 2025, total key management compensation was HK$7.106 million; in the same period of 2024, the Group completed the disposal of all equity interest in an indirect non-wholly owned subsidiary to a related party for a cash consideration of approximately HK$3.5 million Key Management Compensation (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Fees | 876 | 960 | | Salaries and other employee benefits | 5,725 | 5,657 | | Retirement benefit costs | 505 | 497 | | Total | 7,106 | 7,114 | - For the six months ended June 30, 2024, the Group completed the disposal of all equity interest in an indirect non-wholly owned subsidiary to a related party for a cash consideration of approximately HK$3.5 million[74] Financial Risk Management The Group's operations are exposed to credit risk, liquidity risk, and market risk (including foreign exchange risk, interest rate risk, and price risk); this section details fair value estimation methods and confirms no changes in risk management policies since year-end - The Group's operations are exposed to various financial risks: credit risk, liquidity risk, and market risk (including foreign exchange risk, interest rate risk, and price risk)[76] - There have been no changes in the department responsible for risk management or any risk management policies since year-end[77] Financial Risk Factors The Group's operations are exposed to credit risk, liquidity risk, and market risk (including foreign exchange risk, interest rate risk, and price risk); this interim report does not include all financial risk management information required by annual financial statements, and there have been no changes in risk management policies since year-end - The Group's operations are exposed to various financial risks: credit risk, liquidity risk, and market risk (including foreign exchange risk, interest rate risk, and price risk)[76] - These unaudited condensed consolidated financial information do not include all financial risk management information and disclosures required by the annual financial statements[76] - There have been no changes in the department responsible for risk management or any risk management policies since year-end[77] Fair Value Estimation As of June 30, 2025, the Group's total financial assets at fair value through profit or loss amounted to HK$140,807 thousand, of which listed securities were HK$132,349 thousand (Level 1) and unlisted wealth management products were HK$8,458 thousand (Level 2) Financial Assets Measured at Fair Value (June 30, 2025, HK$'000) | Item | Level 1 | Level 2 | Total | | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss – listed securities | 132,349 | – | 132,349 | | Financial assets at fair value through profit or loss – unlisted wealth management products | – | 8,458 | 8,458 | | Total | 132,349 | 8,458 | 140,807 | Financial Assets Measured at Fair Value (December 31, 2024, HK$'000) | Item | Level 1 | Level 2 | Total | | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss – listed securities | 1 | – | 1 | | Financial assets at fair value through profit or loss – unlisted wealth management products | – | 8,197 | 8,197 | | Financial assets at fair value through other comprehensive income – unlisted securities | – | 126,391 | 126,391 | | Total | 1 | 134,588 | 134,589 | - There were no transfers between fair value hierarchy levels (Level 1 and Level 2) for financial assets during the first half of 2025[80] The Group's Valuation Process The Group's finance department performs valuations of financial assets in accordance with financial reporting requirements and regularly reports on the reasons for fair value changes to the Chief Financial Officer; the fair values of several financial assets and liabilities approximate their carrying amounts - The Group's finance department performs valuations of financial assets in accordance with financial reporting requirements: reporting, discussing, and explaining the reasons for fair value changes to the Chief Financial Officer at least once at each reporting date[81] - The fair values of the following financial assets and liabilities approximate their carrying amounts: loans and advances; trade and other receivables; other receivables and deposits; bank deposits, client trust bank balances, and cash and bank balances; trade and other payables; and borrowings[82] Disclosure of Interests Directors' and Chief Executive's Interests in Shares and Underlying Shares As of June 30, 2025, Mr. Lo Yuen Yi held a total of 1,176,083,847 shares and underlying shares in the Company, representing 53.69% of the issued share capital, making him the largest interest holder; Mr. Yeung Wai Kin and Mr. Chow Siu Hok also held a small number of shares Directors' Interests in the Company (As of June 30, 2025) | Director | Personal Interests (Long Position) | Corporate Interests (Long Position) | Total (Long Position) | Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | | Mr. Lo Yuen Yi | 167,848,105 | 1,008,235,742 | 1,176,083,847 | 53.69% | | Mr. Yeung Wai Kin | 21,758,693 | – | 21,758,693 | 0.99% | | Mr. Chow Siu Hok | 160,000 | – | 160,000 | 0.01% | - Mr. Lo Yuen Yi indirectly owns shares through Kinmoss Enterprises Limited, China Capital (Holdings) Limited, and Zhan Hui Investment Limited[83] - No Directors or Chief Executive held any short position interests in the Company's shares or underlying shares[83] Share Options The Company's share option scheme was approved on May 24, 2024, aiming to recruit, retain, and incentivize key employees; for the six months ended June 30, 2025, no share options were granted, exercised, lapsed, or remained outstanding under the scheme - The Company's shareholders approved a share option scheme on May 24, 2024, effective for ten years from the adoption date[84] - The scheme aims to assist in the recruitment, retention, and motivation of key employees[84] - For the six months ended June 30, 2025, no share options were granted, exercised, lapsed, or remained outstanding under the scheme[84] Substantial Shareholders' Interests As of June 30, 2025, Ms. Chan Chiu and Mr. Wan Kin each held a 6.28% interest in the Company's issued share capital, totaling 137,648,000 shares, primarily held through The Golden Bridge Settlement trust Substantial Shareholders' Interests (As of June 30, 2025) | Shareholder | Personal Interests (Long Position) | Family Interests (Long Position) | Other Interests (Long Position) | Total (Long Position) | Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Ms. Chan Chiu | 61,576,000 | 12,432,000 | 63,640,000 | 137,648,000 | 6.28% | | Mr. Wan Kin | 12,432,000 | 61,576,000 | 63,640,000 | 137,648,000 | 6.28% | - 63,640,000 shares are held by The Golden Bridge Settlement trust, of which Ms. Chan and Mr. Wan are beneficiaries[87] Purchase, Sale or Redemption of the Company's Shares During the reporting period, the Company did not redeem any of its securities, nor did the Company or any of its subsidiaries purchase or sell any of the Company's securities listed on The Stock Exchange of Hong Kong Limited - During the period, the Company did not redeem any of its securities[88] - Neither the Company nor any of its subsidiaries purchased or sold any of the Company's securities listed on The Stock Exchange of Hong Kong Limited[88] Interim Dividend The Board recommends not to declare an interim dividend for the six months ended June 30, 2025 - The Board recommends not to declare an interim dividend for the six months ended June 30, 2025 (2024: HK$nil)[89] Corporate Governance and Other Information Compliance with Corporate Governance Code The Company has complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules during the period, except for the Chairman and Chief Executive roles being combined by Mr. Lo Yuen Yi, which deviates from Code Provision C.2.1; the Board believes this arrangement provides strong leadership and facilitates strategy execution for the Group - The Company complied with the Corporate Governance Code, except for a deviation from Code Provision C.2.1 (which states that the roles of Chairman and Chief Executive should be separate)[90] - Mr. Lo Yuen Yi serves as both Chairman and Chief Executive, an arrangement the Board believes provides strong and consistent leadership and facilitates strategic planning and execution[90] - The Board believes this structure does not impair the balance of power, given its composition includes strong and independent Non-executive Directors[90] Nomination Committee The Nomination Committee was established on March 1, 2012, comprising two Independent Non-executive Directors and one Executive Director, Mr. Lo Yuen Yi; its responsibilities include reviewing the Board's structure, identifying director candidates, making recommendations on director appointments or re-appointments, and assessing the independence of Independent Non-executive Directors - The Nomination Committee members include Mr. Yu Kai Ho (Chairman), Mr. Lo Yuen Yi, and Mr. Chow Siu Hok[4][91] - Responsibilities include reviewing the Board's structure, size, composition, and diversity[91] - Identifying director candidates and making recommendations on director appointments or re-appointments and succession planning for directors[91] Remuneration Committee The Remuneration Committee was established on June 30, 2005, comprising two Independent Non-executive Directors and one Executive Director, Mr. Lo Yuen Yi; its responsibilities include assisting the Board in formulating remuneration policies and reviewing and approving the remuneration packages of Directors and senior management - The Remuneration Committee members include Mr. Chow Siu Hok (Chairman), Mr. Lo Yuen Yi, and Mr. Yu Kai Ho[4][92] - Responsibilities include assisting the Board in formulating a coherent remuneration policy[92] - Reviewing and approving the remuneration packages of Directors and senior management, including terms for salaries, bonus schemes, and other long-term incentive plans[92] Audit Committee The Audit Committee was established on December 27, 1998, comprising one Non-executive Director and four Independent Non-executive Directors; its responsibilities include ensuring the Company adopts and follows appropriate financial reporting, risk management, and internal control systems, and it has reviewed these interim results - The Audit Committee members include Mr. Yu Kai Ho (Chairman), Mr. Kwok Lam Kwong, Mr. Liu Ji, Mr. Chow Siu Hok, and Mr. Li Zhiyun[4][93] - Responsibilities include ensuring the Company adopts and follows appropriate financial reporting, risk management, and internal control systems[93] - The Committee has reviewed the accounting principles and methods adopted by the Group with management and discussed matters related to risk management, internal control, and financial reporting, including the unaudited condensed interim results for the six months ended June 30, 2025[93] Compliance with Model Code The Company has adopted the Model Code set out in Appendix C3 of the Listing Rules, and all Board members confirmed their compliance with the code for the six months ended June 30, 2025 - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules[94] - All Board members confirmed their compliance with the required standards set out in the Model Code for the six months ended June 30, 2025[94] By Order of the Board This interim report is issued by the Chairman of the Board, Mr. Lo Yuen Yi, on behalf of the Board on August 22, 2025 - This interim report is issued by Mr. Lo Yuen Yi, Chairman of the Board, in Hong Kong, on August 22, 2025[95]