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长城环亚控股(00583) - 2025 - 中期财报
GWPA HOLDINGSGWPA HOLDINGS(HK:00583)2025-09-25 08:31

CORPORATE INFORMATION Board of Directors The company's Board of Directors comprises a Chairman, Executive Directors, Non-executive Directors, and Independent Non-executive Directors, supported by Audit, Remuneration, and Nomination Committees to ensure sound corporate governance - The Board Chairman is Mr. Wang Hai, with Executive Directors including Mr. Wang Hai and Chief Executive Officer Mr. Wang Zuomin67 - Independent Non-executive Directors include Ms. Li Lihua, Mr. Mei Yihe, and Dr. Xie Wensi67 - Mr. Mei Yihe chairs the Audit Committee, Ms. Li Lihua chairs the Remuneration Committee, and Mr. Wang Hai chairs the Nomination Committee67 Shareholder and Company Contact Information The company provides an online shareholder information platform and lists key contact details for authorized representatives, company secretary, share registrar, registered office, and principal place of business - The company website www.gwpaholdings.com provides the latest financial and corporate communications information89 - Mr. Wang Zuomin and Ms. Fu Manyi are authorized representatives, with Ms. Fu Manyi also serving as the Company Secretary8910 - The company's shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited, stock code 005831112 MANAGEMENT DISCUSSION AND ANALYSIS Group Operating Results For the six months ended June 30, 2025, the Group turned from profit to loss, recording a loss attributable to equity holders of 280.1 million HKD, primarily due to fair value losses on investment properties and share of loss from an associate 2025 First Half Consolidated Operating Results Overview | Indicator | 2025 First Half (million HKD) | 2024 First Half (million HKD) | Change Percentage | | :--- | :--- | :--- | :--- | | Revenue | 58.2 | 60.9 | (4.4%) | | Adjusted Operating Profit^ | 23.9 | 36.4 | (34.3%) | | Fair Value (Loss)/Gain on Investment Properties | (88.8) | 78.8 | ** | | Operating (Loss)/Profit | (64.4) | 115.3 | ** | | Net Finance Costs | (142.1) | (173.1) | (17.9%) | | Share of (Loss)/Profit of an Associate | (70.8) | 64.8 | ** | | (Loss)/Profit Before Income Tax | (277.3) | 7.0 | ** | | (Loss)/Profit for the Period | (280.1) | 4.5 | ** | | (Loss)/Profit Attributable to Equity Holders | (280.1) | 4.5 | ** | | (Loss)/Earnings Per Share (HK cents) | (17.9) | 0.3 | ** | - For the six months ended June 30, 2025, the loss attributable to equity holders was 280.1 million HKD, a significant turnaround from a profit of 4.5 million HKD in the prior period1819 - Loss per share was 17.9 HK cents, compared to earnings per share of 0.3 HK cents in the prior period1819 - The loss was primarily attributed to a fair value loss on investment properties of 88.8 million HKD and a share of loss from an associate of 70.8 million HKD18192124 Business Review The Group primarily operates in property investment and financial services segments, with property investment facing challenges and declining revenue in the first half, while the financial services segment generated no revenue - The Group primarily engages in the property investment segment and the financial services segment2225 - The property investment segment contributed to the results for the six months ended June 30, 2025, with no significant changes in the investment property portfolio, which includes diverse properties such as Kwai Fong Plaza and several floors of Bank of America Tower2325 - In the first half of 2025, the investment property business faced challenges amid an uncertain economic backdrop, with the Group focusing on maintaining the stability of its existing investment property portfolio, collaborating with tenants, and improving its balance sheet2628 - The financial services segment includes providing asset management services (licensed by the SFC for Type 9 regulated activities), and the Group will continue to explore and seize development opportunities3132 Revenue Analysis For the six months ended June 30, 2025, the Group's total consolidated revenue was 58.2 million HKD, a 4.4% year-on-year decrease, mainly due to reduced revenue from the property investment segment, while the financial services segment generated no revenue Consolidated Revenue by Business Segment | Business Segment | 2025 First Half (million HKD) | 2024 First Half (million HKD) | Change Percentage | | :--- | :--- | :--- | :--- | | Property Investment | 58.2 | 60.9 | (4.4%) | | Financial Services | – | – | – | | Total Revenue | 58.2 | 60.9 | (4.4%) | - Total revenue decreased by 4.4% to 58.2 million HKD, primarily due to reduced revenue from the property investment segment262834 - The financial services segment generated no revenue in both the first half of 2025 and 202434 Financial Review By Operating Segments The property investment segment's revenue decreased by 4.4%, but adjusted EBITDA grew by 9.4%, primarily impacted by reduced rental income from Bank of America Tower in Central and a fair value loss of 88.8 million HKD on investment properties due to Hong Kong's challenging real estate market, while the financial services segment generated no revenue - The Group's reportable and operating segments include the property investment segment and the financial services segment353640 Property Investment Segment The property investment segment's revenue decreased by 4.4% to 58.2 million HKD, mainly due to reduced income from new lease agreements at Bank of America Tower in Central, with investment property fair value turning from a gain to a loss of 88.8 million HKD, reflecting challenges in the Hong Kong real estate market Property Investment Segment Financial Performance | Indicator | 2025 First Half (million HKD) | 2024 First Half (million HKD) | Change Percentage | | :--- | :--- | :--- | :--- | | Revenue | 58.2 | 60.9 | (4.4%) | | Adjusted EBITDA^ | 35.0 | 32.0 | 9.4% | | Revaluation Loss from Transfer of Property, Plant and Equipment to Investment Property | (12.4) | – | ** | | Adjusted Operating Profit | 20.0 | 28.9 | (30.8%) | | Fair Value (Loss)/Gain on Investment Properties and Other Income | (88.3) | 86.2 | ** | | (Loss)/Profit Attributable to Equity Holders | (92.2) | 83.8 | ** | - Property investment segment revenue was 58.2 million HKD, a 4.4% decrease compared to the first half of 2024, primarily due to reduced revenue from new lease agreements for certain floors at Bank of America Tower in Central4245 - The fair value loss on investment properties was 88.8 million HKD, compared to a fair value gain of 78.8 million HKD in the first half of 2024, reflecting the challenges faced by the Hong Kong real estate market in early 202527294345 - As of June 30, 2025, the capitalization rates used in the income capitalization approach for investment properties ranged from 2.00% to 5.00%, with a decrease in rental rates (retail shops from HKD 63.9/sq.ft. to HKD 62.0/sq.ft., office buildings from HKD 55.0-71.0/sq.ft. to HKD 44.0-70.0/sq.ft., industrial buildings from HKD 16.0-27.0/sq.ft. to HKD 16.0-24.0/sq.ft.)272942171172176 Financial Services Segment The financial services segment generated no revenue in both the first half of 2025 and 2024, despite being licensed by the SFC for asset management activities Financial Services Segment Financial Performance | Indicator | 2025 First Half (million HKD) | 2024 First Half (million HKD) | Change Percentage | | :--- | :--- | :--- | :--- | | Revenue | – | – | – | | Adjusted EBITDA^ | – | (6.2) | ** | | Adjusted Operating Loss | – | (6.2) | ** | | Loss Attributable to Equity Holders | – | (6.2) | ** | - The financial services segment generated no revenue in both the first half of 2025 and 20244748 Significant Investment in an Associate and Share of Profit or Loss The Group holds a 35.78% equity interest in the joint venture Everwell City Limited, with the investment's fair value at 5,336.5 million HKD as of June 30, 2025, representing approximately 56.27% of the Group's total assets, and recorded a share of loss from the associate of approximately 70.8 million HKD in the first half, mainly due to increased finance costs and revaluation losses on investment properties - The Group holds a 35.78% equity interest in the joint venture Everwell City Limited, which owns 16 diversified commercial properties, shopping centers, plazas, and car parks in Hong Kong4950 - As of June 30, 2025, the fair value of this investment was 5,336.5 million HKD (June 30, 2024: 5,433.7 million HKD), representing 56.27% of the Group's total assets (June 30, 2024: 56.70%)4950 - In the first half of 2025, the Group's share of loss from the associate was approximately 70.8 million HKD, compared to a profit of 64.8 million HKD in the prior period4950 - The loss was primarily due to increased finance costs and revaluation losses on the joint venture's investment properties, attributed to the challenging Hong Kong real estate market in early 20254950 - The Group currently plans to hold its equity interest in the joint venture as a long-term investment to generate sustainable returns for shareholders4950 Liquidity and Capital Resources As of June 30, 2025, the Group's cash and bank balances increased to 247.9 million HKD, but the gearing ratio rose to 59.6% due to reduced shareholders' equity from fair value losses on investment properties and share of loss from an associate, while net cash flow from operating activities increased, and net cash flow from investing activities primarily came from associate dividends, with reduced cash outflow from financing activities Liquidity and Capital Resources Overview | Indicator | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | Change Percentage | | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 247.9 | 209.3 | 18.4% | | Shareholders' Equity | 3,637.4 | 3,917.4 | (7.1%) | | Current Ratio | 0.05 | 0.04 | 25.0% | | Gearing Ratio | 59.6% | 58.0% | 2.8% | - As of June 30, 2025, the Group's total cash and bank balances were approximately 247.9 million HKD, an increase from 209.3 million HKD as of December 31, 20245355 - The gearing ratio increased to 59.6% (December 31, 2024: 58.0%), primarily due to a decrease in shareholders' equity resulting from fair value losses on investment properties and share of loss from an associate5355 - As of June 30, 2025, the Group had outstanding unsecured shareholder loans of 5,610.0 million HKD (December 31, 2024: 4,760.0 million HKD) and available unutilized bank facilities of approximately 850.0 million HKD5355 - For the six months ended June 30, 2025, net cash generated from operating activities was 38.1 million HKD, net cash generated from investing activities was 18.8 million HKD (primarily from dividends from an associate of 17.9 million HKD), and net cash used in financing activities was 18.3 million HKD5859626364 Employees and Remuneration Policy As of June 30, 2025, the Group had 10 employees, with a remuneration policy designed to recognize and reward excellent performance, motivate staff to achieve business objectives, and attract and retain key talent through various benefits - As of June 30, 2025, the Group had 10 employees (June 30, 2024: 11 employees)6570 - The Group's remuneration and benefits policy aims to recognize excellent performance, motivate and reward employees for achieving business objectives, retain and attract key talent, and provides benefits such as medical insurance, body check programs, provident fund schemes, and housing allowance schemes6670 - Employee recruitment and promotion are primarily based on individual job performance, relevant experience, development potential, and performance6771 Interim Dividend The Board of Directors resolved not to declare any interim dividend for the six months ended June 30, 2025 - The Board of Directors resolved not to declare any interim dividend for the six months ended June 30, 2025 (June 30, 2024: nil)6872 Outlook Despite robust economic expansion in Hong Kong, the property market faces challenges, and the Group anticipates 2025 to be a period of prudent stability and strategic repositioning, actively managing its existing portfolio, optimizing core asset returns, and cautiously exploring new opportunities, while leveraging resources from its controlling shareholder, China Great Wall Asset Management, to expand domestic business as its sole offshore listing platform - 2025 is expected to be a period of prudent stability and strategic repositioning for the Group, despite Hong Kong's economy growing by approximately 3.1% year-on-year in the second quarter, as the property market faces challenges7378 - The Group will actively manage its existing investment portfolio, focusing on capital preservation, optimizing returns from core assets, and cautiously exploring new opportunities aligned with shareholders' interests7479 - The Group will fully leverage the substantial resources of its controlling shareholder, China Great Wall Asset Management Co., Ltd. (GWAMCC), combining domestic and international capital markets to actively expand its domestic business, fulfilling its role as the sole offshore listing platform for the GWAMCC Group8081 - The Group's investment properties continue to provide stable income streams and create value through asset appreciation, successfully diversifying its tenant mix and enhancing leasing performance7779 CORPORATE GOVERNANCE Corporate Governance Overview The company is committed to safeguarding shareholders' interests and has adopted and applied the Corporate Governance Code set out in Appendix C1 of the Listing Rules, ensuring compliance with all applicable principles and code provisions for the six months ended June 30, 2025 - The Board and management are committed to safeguarding shareholders' interests and prioritize enhancing and protecting them8286 - The company has adopted and applied the Corporate Governance Code set out in Appendix C1 of the Listing Rules as its corporate governance practices8386 - The Board believes that the company has complied with the applicable principles and code provisions of the Corporate Governance Code for the six months ended June 30, 20258486 Audit Committee and Review of Interim Financial Information The Audit Committee, composed of two Independent Non-executive Directors and one Non-executive Director, is responsible for reviewing interim financial information and confirming its compliance with accounting standards and Listing Rules, with external auditors also conducting a review in accordance with Hong Kong Review Engagements Standards - The Audit Committee, established in 1998, comprises two Independent Non-executive Directors (Mr. Mei Yihe as Chairman, Ms. Li Lihua) and one Non-executive Director (Mr. Ren Zhiqiang)8587 - The Audit Committee has reviewed the unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, and considers it to be in compliance with applicable accounting standards and the Listing Rules8891 - The external auditor, Deloitte Touche Tohmatsu Certified Public Accountants LLP, has reviewed the financial statements in accordance with Hong Kong Standard on Review Engagements 24108891 Sufficiency of Public Float As of the date of this interim report, the company's public float exceeds 25% of its total issued shares - As of the date of this interim report, the percentage of shares held by the public exceeds 25% of the company's total issued shares8992 Remuneration Committee The Remuneration Committee, established in 2000 and primarily composed of Independent Non-executive Directors, is responsible for formulating remuneration policies to incentivize and retain talent - The Remuneration Committee, established in 2000, comprises two Independent Non-executive Directors (Ms. Li Lihua as Chairman, Dr. Xie Wensi) and one Executive Director (Mr. Wang Zuomin)9093 Nomination Committee The Nomination Committee, established in 2005 and primarily composed of Independent Non-executive Directors, is responsible for director nominations and succession planning - The Nomination Committee, established in 2005, comprises one Executive Director (Mr. Wang Hai as Chairman) and two Independent Non-executive Directors (Ms. Li Lihua, Mr. Mei Yihe)9497 Compliance with the Model Code and Company Guidelines The Board has adopted the Model Code set out in Appendix C3 of the Listing Rules as the standard for directors' securities transactions and confirmed all directors' compliance during the reporting period, with the company also establishing equally stringent written guidelines for relevant employees - The Board has adopted the Model Code set out in Appendix C3 of the Listing Rules as the standard for directors' securities transactions9598 - All directors have confirmed compliance with the required standards of the Model Code for the six months ended June 30, 20259598 - The company has also adopted Company Guidelines that are no less exacting than the Model Code, applicable to employees who may possess unpublished inside information9698 Directors and Changes During the reporting period, there were changes in the company's Board of Directors, including appointments and resignations of Executive, Non-executive, and Independent Non-executive Directors, with the Board having three committees: Audit, Remuneration, and Nomination, and their respective member compositions are listed Board of Directors Changes | Director Type | Name | Title/Change Description | | :--- | :--- | :--- | | Executive Director | Mr. Wang Hai | Chairman of the Board (appointed on August 20, 2021) | | Executive Director | Mr. Wang Zuomin | Chief Executive Officer (appointed on August 20, 2024) | | Non-executive Director | Mr. Ren Zhiqiang | Appointed on August 20, 2024 | | Independent Non-executive Director | Dr. Song Min | Appointed on November 5, 2016, resigned on March 15, 2025 | | Independent Non-executive Director | Dr. Sun Mingchun | Appointed on November 5, 2016, resigned on March 15, 2025 | | Independent Non-executive Director | Ms. Liu Yan | Appointed on November 26, 2018, resigned on March 15, 2025 | | Independent Non-executive Director | Ms. Li Lihua | Appointed on March 15, 2025 | | Independent Non-executive Director | Mr. Mei Yihe | Appointed on March 15, 2025 | | Independent Non-executive Director | Dr. Xie Wensi | Appointed on March 15, 2025 | - Mr. Mei Yihe (Independent Non-executive Director) resigned as an independent director of Click Holdings Limited on May 14, 2025102103 Disclosures Pursuant to Rule 13.21 of the Listing Rules The company discloses two loan agreements, each containing covenants for the controlling shareholder's obligations, where Bank A may terminate the loan agreements and demand immediate repayment of all outstanding amounts if the controlling shareholder, Great Wall International, loses control over the borrower - The company, as guarantor, entered into two loan agreements with its wholly-owned subsidiary, Top Shine Limited (the borrower), and Bank A, each with a maximum principal amount of 850 million HKD105 - The loan agreements stipulate that if the controlling shareholder, Great Wall International, loses direct or indirect control over the borrower, it will trigger an event of default, allowing Bank A to terminate the agreements and demand immediate repayment of all outstanding amounts105 Interests of Directors and Chief Executives As of June 30, 2025, to the best knowledge of the directors, none of the company's directors or chief executives held any interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations - As of June 30, 2025, none of the company's directors or chief executives held any interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations106108 Directors' and Chief Executives' Rights to Acquire Shares or Debentures As of June 30, 2025, no directors or chief executives (including their spouses and children under 18) held any interests in the shares of the company and its associated corporations, nor had they been granted or exercised any rights to subscribe for shares - As of June 30, 2025, no directors or chief executives (including their spouses and children under 18) held any interests in the shares of the company and its associated corporations, nor had they been granted or exercised any rights to subscribe for shares107109 Interests of Substantial Shareholders As of June 30, 2025, China Great Wall Asset Management Co., Ltd. and its controlled corporations held 74.89% of the company's shares, Central Huijin Investment Ltd. held 84.77%, and China Construction Bank Corporation and its controlled corporations held 9.89% Substantial Shareholders' Interests in Company Shares | Substantial Shareholder Name | Capacity/Nature of Interest | Number of Ordinary Shares Held (L) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | China Great Wall Asset Management Co., Ltd. | Interest in controlled corporation | 1,174,018,094 | 74.89% | | China Great Wall Asset (International) Holdings Limited | Interest in controlled corporation | 1,174,018,094 | 74.89% | | Great Wall Pan Asia (BVI) Holding Limited | Beneficial owner | 1,174,018,094 | 74.89% | | Central Huijin Investment Ltd. | Interest in controlled corporation | 1,329,018,094 | 84.77% | | China Construction Bank Corporation | Interest in controlled corporation | 155,000,000 | 9.89% | | Wantai Investment Co., Ltd. | Beneficial owner | 155,000,000 | 9.89% | - Central Huijin Investment Ltd., by holding 73.53% of China Great Wall Asset Management Co., Ltd.'s shares, indirectly owns 74.89% of the company's issued share capital and is deemed to have an interest in all company shares held by Great Wall Pan Asia (BVI) Holding Limited113115 - China Construction Bank Corporation indirectly owns 9.89% of the company's shares through its 100% interest in Wantai Investment Co., Ltd.116 [Purchase, Sale or Redemption of the Company's Listed Securities](index=27&type=section&id=PURCHASE%2C%20SALE%20OR%20REDEMPTION%20OF%20THE%20LISTED%20SECU RITIES%20OF%20THE%20COMPANY) During 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 - During 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 securities118119 REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Introduction The auditor has reviewed the interim condensed consolidated financial statements for the six months ended June 30, 2025, prepared in accordance with Hong Kong Accounting Standard 34 and the Listing Rules, with directors responsible for their preparation and presentation, and the auditor's responsibility being to conclude based on the review - The auditor has reviewed the interim condensed consolidated financial statements for the six months ended June 30, 2025121122 - The 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 the Listing Rules121122 - The directors are responsible for the preparation and presentation of the interim condensed consolidated financial statements121122 Scope of Review The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, primarily involving inquiries of personnel responsible for financial and accounting matters and applying analytical and other review procedures, with the scope being less than an audit, thus no audit opinion is expressed - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants124126 - The scope of a review is substantially less than an audit, and therefore no audit opinion is expressed124126 Conclusion Based on the review, the auditor has not found any matter that causes them to believe that the interim condensed consolidated financial statements are not prepared in all material respects in accordance with Hong Kong Accounting Standard 34 - The auditor has found no matter that causes them to believe the interim condensed consolidated financial statements are not prepared in all material respects in accordance with Hong Kong Accounting Standard 34125127 CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION Condensed Consolidated Balance Sheet As of June 30, 2025, the Group's total assets were 9,483.7 million HKD, total liabilities were 5,846.3 million HKD, and total equity was 3,637.4 million HKD, with investment properties and investments in associates constituting the largest portions of non-current assets Condensed Consolidated Balance Sheet Overview | Indicator | June 30, 2025 (HKD thousand) | December 31, 2024 (HKD thousand) | | :--- | :--- | :--- | | Assets | | | | Non-current assets | 9,207,180 | 9,398,872 | | Investment properties | 3,378,300 | 3,469,900 | | Investment in associates | 5,336,512 | 5,425,218 | | Current assets | 276,527 | 236,882 | | Cash and bank balances | 247,859 | 209,268 | | Total Assets | 9,483,707 | 9,635,754 | | Liabilities | | | | Non-current liabilities | 19,394 | 19,759 | | Current liabilities | 5,826,955 | 5,698,587 | | Loans from intermediate holding company | 5,610,000 | 4,760,000 | | Bank borrowing | – | 849,457 | | Total Liabilities | 5,846,349 | 5,718,346 | | Equity | | | | Share capital | 156,775 | 156,775 | | Reserves | 3,480,583 | 3,760,633 | | Total Equity | 3,637,358 | 3,917,408 | - As of June 30, 2025, total assets were 9,483,707 thousand HKD, a decrease from 9,635,754 thousand HKD as of December 31, 2024129 - Net current liabilities were 5,550,428 thousand HKD, primarily including loans from an intermediate holding company of 5,610,000 thousand HKD129143 Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the Group recorded a loss for the period of 280.1 million HKD, compared to a profit of 4.5 million HKD in the prior period, mainly due to fair value losses on investment properties and share of loss from an associate Condensed Consolidated Statement of Comprehensive Income Overview | Indicator | 2025 First Half (HKD thousand) | 2024 First Half (HKD thousand) | | :--- | :--- | :--- | | Revenue | 58,215 | 60,948 | | Fair Value (Loss)/Gain on Investment Properties | (88,839) | 78,789 | | Operating Profit | (64,357) | 115,274 | | Net Finance Costs | (142,103) | (173,113) | | Share of (Loss)/Profit of an Associate | (70,766) | 64,866 | | (Loss)/Profit Before Income Tax | (277,226) | 7,027 | | (Loss)/Profit for the Period | (280,050) | 4,518 | | (Loss)/Profit Attributable to Equity Holders of the Company | (280,050) | 4,518 | | Basic Loss/(Earnings) Per Share (HK cents) | HK(17.86) cents | HK0.29 cents | - The loss for the period was 280,050 thousand HKD, compared to a profit of 4,518 thousand HKD in the prior period131 - Fair value of investment properties turned from a gain of 78,789 thousand HKD to a loss of 88,839 thousand HKD131 - Share of profit or loss of an associate turned from a profit of 64,866 thousand HKD to a loss of 70,766 thousand HKD131 Condensed Consolidated Statement of Changes in Equity As of June 30, 2025, the Group's total equity was 3,637.4 million HKD, a decrease from 3,917.4 million HKD at the beginning of the year, primarily due to the loss of 280.1 million HKD recorded during the period Condensed Consolidated Statement of Changes in Equity Overview | Indicator | Balance at January 1, 2025 (HKD thousand) | Loss for the Period (HKD thousand) | Balance at June 30, 2025 (HKD thousand) | | :--- | :--- | :--- | :--- | | Share Capital | 156,775 | – | 156,775 | | Share Premium | 50,382 | – | 50,382 | | Contributed Surplus | 310,841 | – | 310,841 | | Merger Reserve | (9,011) | – | (9,011) | | Other Reserves | 333,445 | – | 333,445 | | Retained Earnings | 3,074,976 | (280,050) | 2,794,926 | | Total Equity | 3,917,408 | (280,050) | 3,637,358 | - As of June 30, 2025, total equity was 3,637,358 thousand HKD, a decrease of 280,050 thousand HKD from 3,917,408 thousand HKD as of January 1, 2025, primarily reflecting the loss for the period133 Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash generated from operating activities was 38.1 million HKD, net cash generated from investing activities was 18.8 million HKD, and net cash used in financing activities was 18.3 million HKD, resulting in a net increase in cash and cash equivalents of 38.6 million HKD at period-end Condensed Consolidated Statement of Cash Flows Overview | Cash Flow Type | 2025 First Half (HKD thousand) | 2024 First Half (HKD thousand) | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 38,131 | 34,653 | | Net Cash Generated from Investing Activities | 18,768 | 3,540 | | Net Cash Used in Financing Activities | (18,308) | (79,523) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 38,591 | (41,330) | | Cash and Cash Equivalents at January 1 | 209,268 | 232,523 | | Cash and Cash Equivalents at June 30 | 247,859 | 191,181 | - Net cash generated from operating activities increased from 34,653 thousand HKD in the first half of 2024 to 38,131 thousand HKD in the first half of 2025135 - Net cash generated from investing activities significantly increased from 3,540 thousand HKD in the first half of 2024 to 18,768 thousand HKD in the first half of 2025, primarily due to dividend income from an associate135 - Net cash used in financing activities substantially decreased from 79,523 thousand HKD in the first half of 2024 to 18,308 thousand HKD in the first half of 2025, mainly due to lower repayment of bank borrowings compared to repayment of loans from an intermediate holding company in the prior period135 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION 1. Basis of preparation and accounting policies The interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 and the Listing Rules, with accounting policies consistent with the 2024 consolidated financial statements, except for the adoption of revised standards effective January 1, 2025, and the Group prepares its statements on a going concern basis, expecting sufficient financial resources despite net current liabilities - The interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and the applicable disclosure requirements of the Listing Rules137141 - Except for the adoption of revised Hong Kong Financial Reporting Standards effective on or after January 1, 2025, the accounting policies and methods of computation are consistent with the 2024 consolidated financial statements138141148152153 - The Group prepares its financial statements on a going concern basis, despite recording a loss of 280,050 thousand HKD and net current liabilities of 5,550,428 thousand HKD as of June 30, 2025143146 - The directors believe the Group will have sufficient working capital to fund its operations and meet its financial obligations as they fall due, thus no material uncertainties exist that cast significant doubt on the going concern assumption145147 2. Revenue and segment information The Group has two reportable segments: property investment, which generates revenue from leasing properties, and financial services, which engages in regulated asset management activities, with property investment revenue of 58.2 million HKD and no revenue from financial services in the first half of 2025 - The Group has two reportable segments: the property investment segment and the financial services segment150154 - The property investment segment generates revenue from leasing retail, commercial, and industrial properties in Hong Kong151154 - The financial services segment primarily engages in regulated activities under the Securities and Futures Ordinance (Type 9 asset management)151154155 Revenue and Profit/(Loss) by Segment | Segment | 2025 First Half Revenue (HKD thousand) | 2025 First Half Net (Loss)/Profit (HKD thousand) | | :--- | :--- | :--- | | Property Investment | 58,215 | (89,422) | | Financial Services | – | 43 | | Total | 58,215 | (89,379) | Reconciliation of Reportable Segment Profit/(Loss) | Reconciliation Item | 2025 First Half (HKD thousand) | 2024 First Half (HKD thousand) | | :--- | :--- | :--- | | Net (Loss)/Profit of Reportable Segments | (89,379) | 80,133 | | Share of (Loss)/Profit of an Associate accounted for using equity method | (70,766) | 64,866 | | Finance costs for financing the Group's investment in an associate | (122,946) | (146,985) | | Other corporate and treasury activities | 3,041 | 6,504 | | (Loss)/Profit for the Period | (280,050) | 4,518 | 3. Property, plant and equipment As of June 30, 2025, the net book value of property, plant and equipment was 492.3 million HKD, a decrease from 503.7 million HKD at the beginning of the year, with depreciation, transfers to, and transfers from investment properties occurring during the period Changes in Net Book Value of Property, Plant and Equipment | Indicator | Net Book Value at January 1, 2025 (HKD thousand) | Depreciation (HKD thousand) | Transferred from Investment Properties (HKD thousand) | Transferred to Investment Properties (HKD thousand) | Net Book Value at June 30, 2025 (HKD thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Total | 503,650 | (2,877) | 239,400 | (247,909) | 492,264 | - As of June 30, 2025, the net book value of property, plant and equipment was 492,264 thousand HKD168 - Depreciation expense for the period was 2,877 thousand HKD168 - During the period, 239,400 thousand HKD of property, plant and equipment were transferred from investment properties, while 247,909 thousand HKD were transferred to investment properties168 4. Investment properties As of June 30, 2025, the fair value of investment properties was 3,378.3 million HKD, a decrease from the beginning of the year, with a fair value loss of 88.8 million HKD recorded during the period, primarily due to valuation declines in Hong Kong's challenging real estate market, and some investment properties are pledged for bank financing Changes in Fair Value of Investment Properties | Indicator | June 30, 2025 (HKD thousand) | December 31, 2024 (HKD thousand) | | :--- | :--- | :--- | | At January 1 | 3,469,900 | 3,328,900 | | Capitalized expenditure | 1,139 | 9,352 | | Fair value (loss)/gain | (88,839) | 131,648 | | Transferred from property, plant and equipment | 235,500 | – | | Transferred to property, plant and equipment | (239,400) | – | | At June 30/December 31 | 3,378,300 | 3,469,900 | - As of June 30, 2025, the fair value of investment properties was 3,378,300 thousand HKD, a decrease from 3,469,900 thousand HKD as of December 31, 2024170 - A fair value loss of 88,839 thousand HKD was recorded during the period, compared to a fair value gain of 131,648 thousand HKD in the prior period, primarily due to challenges faced by the Hong Kong real estate market in early 2025170174 - As of June 30, 2025, investment properties with a carrying amount of approximately 2,108,000 thousand HKD were pledged as security for the Group's bank financing173175 5. Investment in associates As of June 30, 2025, the Group's investment in associate Everwell City Limited was 5,336.5 million HKD, with a share of loss from the associate of 70.8 million HKD during the period, compared to a profit of 64.9 million HKD in the prior period, mainly impacted by increased finance costs and revaluation losses on its investment properties Changes in Investment in Associates | Indicator | June 30, 2025 (HKD thousand) | December 31, 2024 (HKD thousand) | | :--- | :--- | :--- | | At January 1 | 5,425,218 | 5,387,008 | | Dividends from an associate | (17,940) | (18,141) | | Share of (loss)/profit of an associate | (70,766) | 56,351 | | At June 30/December 31 | 5,336,512 | 5,425,218 | - As of June 30, 2025, the Group's investment in associate Everwell City Limited was 5,336,512 thousand HKD178 - The share of loss from the associate for the period was 70,766 thousand HKD, compared to a profit of 64,866 thousand HKD in the prior period178189 - Everwell City Limited's loss and total comprehensive income for the period was 236,961 thousand HKD, compared to a profit of 215,774 thousand HKD in the prior period185189 6. Amount due from an intermediate holding company As of June 30, 2025, the amount due from the intermediate holding company, China Great Wall Asset (International) Holdings Limited, was 5.1 million HKD, primarily comprising rental income and deposits, which is unsecured, interest-free, and repayable on demand - As of June 30, 2025, the amount due from the intermediate holding company, China Great Wall Asset (International) Holdings Limited, was 5,133 thousand HKD (December 31, 2024: 162 thousand HKD)192194 - This amount primarily represents rental income and deposits receivable for the period ended June 30, 2025, and daily operating expenses paid on behalf of the intermediate holding company192194 - The amount is unsecured, interest-free, and repayable on demand192194 7. Accounts receivable As of June 30, 2025, total accounts receivable amounted to 4.0 million HKD, with 54.9% overdue for less than 30 days, and overdue but not impaired receivables are considered fully recoverable Ageing Analysis of Accounts Receivable | Ageing | Balance at June 30, 2025 (HKD thousand) | Percentage at June 30, 2025 (%) | Balance at December 31, 2024 (HKD thousand) | Percentage at December 31, 2024 (%) | | :--- | :--- | :--- | :--- | :--- | | Current | 791 | 19.6 | 3,689 | 81.0 | | Overdue less than 30 days | 2,219 | 54.9 | 734 | 16.1 | | Overdue 31 to 60 days | 680 | 16.8 | 105 | 2.3 | | Overdue 61 to 90 days | 108 | 2.7 | – | – | | Overdue more than 90 days | 242 | 6.0 | 26 | 0.6 | | Total | 4,040 | 100.0 | 4,554 | 100.0 | | Impairment allowance | (43) | | (23) | | | Total (Net) | 3,997 | | 4,531 | | - As of June 30, 2025, total accounts receivable were 3,997 thousand HKD, a decrease from 4,531 thousand HKD as of December 31, 2024198 - 54.9% of accounts receivable were overdue for less than 30 days, while 6.0% were overdue for more than 90 days198 - Overdue but not impaired accounts receivable are considered fully recoverable by the Group based on past experience198200 8. Prepayments, deposits and other receivables As of June 30, 2025, prepayments, deposits, and other receivables primarily included utility and management fee deposits of 3.9 million HKD and rent-free receivables of 3.2 million HKD - As of June 30, 2025, prepayments, deposits, and other receivables primarily included utility and management fee deposits of 3,872 thousand HKD (December 31, 2024: 3,782 thousand HKD) and rent-free receivables of 3,239 thousand HKD (December 31, 2024: 6,720 thousand HKD)199201 9. Bank Borrowing As of June 30, 2025, the Group had no outstanding bank loans, as a previous 850 million HKD bank loan was fully repaid on May 23, 2025, and the Group has 850 million HKD in available unutilized bank facilities, with investment properties and bank deposits pledged as security Bank Borrowing Overview | Indicator | June 30, 2025 (HKD thousand) | December 31, 2024 (HKD thousand) | | :--- | :--- | :--- | | Bank loans | – | 849,457 | - As of June 30, 2025, the Group had no outstanding bank loans, as a previous 850,000 thousand HKD bank loan was fully repaid on May 23, 2025205206 - The Group has 850,000 thousand HKD in available unutilized bank facilities with a five-year term205206 - The Group has pledged investment properties with a carrying amount of 2,108,000 thousand HKD and bank deposits of 12,427 thousand HKD as collateral for bank financing205206 10. Loans from an intermediate holding company As of June 30, 2025, the Group's total loans from an intermediate holding company amounted to 5,610.0 million HKD, including a 4,760.0 million HKD loan repayable in November 2025 and a new 900.0 million HKD loan (of which 850 million HKD was drawn to repay bank borrowings) repayable in May 2026 - In November 2024, the intermediate holding company, Great Wall International, agreed with the company to modify and restructure the terms of a term loan, with a new principal amount of 4,760,000 thousand HKD, a one-year term, and an annual interest rate of HIBOR plus 2%, repayable in November 2025208211 - In May 2025, Great Wall International agreed to provide a new term loan facility of 900,000 thousand HKD, with a one-year term and an annual interest rate of HIBOR plus 1.4%, repayable in May 2026209211 - As of June 30, 2025, the company had drawn 850,000 thousand HKD from this new loan facility to repay maturing bank borrowings209211 11. Other payables and accrued liabilities As of June 30, 2025, total other payables and accrued liabilities amounted to 209.2 million HKD, primarily comprising interest payable of 165.9 million HKD and rental deposits received of 24.2 million HKD Other Payables and Accrued Liabilities Overview | Indicator | June 30, 2025 (HKD thousand) | December 31, 2024 (HKD thousand) | | :--- | :--- | :--- | | Interest payable | 165,936 | 42,232 | | Rental deposits received | 24,231 | 26,171 | | Other payables and accrued expenses | 13,205 | 13,585 | | Rental received in advance | 4,666 | 2,458 | | Others | 1,118 | 1,598 | | Total | 209,156 | 86,044 | | Non-current portion | 1,165 | 1,532 | | Current portion | 207,991 | 84,512 | - As of June 30, 2025, total other payables and accrued liabilities were 209,156 thousand HKD, a significant increase from 86,044 thousand HKD as of December 31, 2024213 - Interest payable increased from 42,232 thousand HKD to 165,936 thousand HKD from December 31, 2024213 12. Share capital As of June 30, 2025, the company's authorized share capital was 500.0 million HKD, and issued and fully paid share capital was 156.8 million HKD, comprising 1,567,745,596 shares with a par value of HKD 0.10 each, remaining unchanged from December 31, 2024 Share Capital Overview | Indicator | Number of Shares at June 30, 2025 | Amount at June 30, 2025 (HKD thousand) | Number of Shares at December 31, 2024 | Amount at December 31, 2024 (HKD thousand) | | :--- | :--- | :--- | :--- | :--- | | Authorized ordinary shares (par value HKD 0.10 each) | 5,000,000,000 | 500,000 | 5,000,000,000 | 500,000 | | Issued and fully paid ordinary shares (par value HKD 0.10 each) | 1,567,745,596 | 156,775 | 1,567,745,596 | 156,775 | - As of June 30, 2025, issued and fully paid share capital was 156,775 thousand HKD, comprising 1,567,745,596 shares, remaining unchanged from December 31, 2024215 13. Other reserves As of June 30, 2025, total other reserves amounted to 333.4 million HKD, including an asset revaluation reserve of 334.1 million HKD and an exchange reserve of negative 0.6 million HKD, remaining unchanged from the beginning of the year Other Reserves Overview | Indicator | Balance at January 1, 2025 (HKD thousand) | Exchange Differences (HKD thousand) | Balance at June 30, 2025 (HKD thousand) | | :--- | :--- | :--- | :--- | | Asset revaluation reserve | 334,065 | – | 334,065 | | Exchange reserve | (620) | – | (620) | | Total | 333,445 | | 333,445 | - As of June 30, 2025, total other reserves were 333,445 thousand HKD, remaining unchanged from January 1, 2025217 14. Net finance cost For the six months ended June 30, 2025, net finance cost was 142.1 million HKD, a decrease from 173.1 million HKD in the prior period, primarily due to reduced interest expense on loans from an intermediate holding company Net Finance Cost Overview | Indicator | 2025 First Half (HKD thousand) | 2024 First Half (HKD thousand) | | :--- | :--- | :--- | | Interest expense on loans from intermediate holding company | 125,884 | 170,816 | | Interest expense on bank loans | 18,194 | 4,108 | | Bank interest income | (1,975) | (1,811) | | Total | 142,103 | 173,113 | - For the six months ended June 30, 2025, net finance cost was 142,103 thousand HKD, a decrease from 173,113 thousand HKD in the prior period219 - Interest expense on loans from an intermediate holding company decreased from 170,816 thousand HKD to 125,884 thousand HKD219 15. Income tax expense For the six months ended June 30, 2025, income tax expense was 2.8 million HKD, primarily Hong Kong profits tax, with deferred tax assets and liabilities offset, resulting in a net deferred income tax liability of 18.1 million HKD Income Tax Expense Overview | Indicator | 2025 First Half (HKD thousand) | 2024 First Half (HKD thousand) | | :--- | :--- | :--- | | Hong Kong profits tax | 2,822 | 2,505 | | Deferred tax expense | 2 | 4 | | Total | 2,824 | 2,509 | - Hong Kong profits tax is provided at a rate of 16.5%221 - As of June 30, 2025, deferred tax assets were 104 thousand HKD, and deferred income tax liabilities were 18,229 thousand HKD, resulting in a net deferred income tax liability of 18,125 thousand HKD223 16. (Loss)/earnings per share For the six months ended June 30, 2025, basic loss per share was 17.86 HK cents, compared to basic earnings per share of 0.29 HK cents in the prior period, with diluted earnings per share being the same as basic earnings per share due to no potential dilutive ordinary shares - For the six months ended June 30, 2025, basic loss per share was 17.86 HK cents (first half of 2024: earnings per share of 0.29 HK cents)131226228 - Basic loss per share is calculated based on the weighted average of 1,567,745,596 issued shares during the period226228 - Diluted earnings per share is the same as basic earnings per share as there are no potential dilutive ordinary shares227228 17. Dividends The Board of Directors resolved not to declare any interim dividend for the six months ended June 30, 2025, nor to recommend any final dividend for the year ended December 31, 2024 - The Board of Directors resolved not to declare any interim dividend for the six months ended June 30, 2025 (first half of 2024: nil)229232 - The Board of Directors has resolved not to recommend any final dividend for the year ended December 31, 2024229232 18. Fair value measurement of financial instruments As of June 30, 2025, and December 31, 2024, the carrying amounts of the Group's financial assets and liabilities measured at amortized cost were approximate to their fair values - As of June 30, 2025, and December 31, 2024, the carrying amounts of the Group's financial assets and liabilities measured at amortized cost (including accounts receivable, bank borrowings, loans from an intermediate holding company, etc.) were approximate to their fair values230233 19. Related party transactions The Group engaged in several significant transactions with its ultimate controlling company, China Great Wall Asset Management Co., Ltd., and its subsidiaries, including leasing investment properties to an intermediate holding company, interest expense on loans from an intermediate holding company, and amounts due from/to an intermediate holding company - Great Wall Pan Asia (BVI) Holding Limited is the company's direct holding company, China Great Wall Asset (International) Holdings Limited is the intermediate holding company, and China Great Wall Asset Management Co., Ltd. (GWAMCC) is the ultimate holding company231234 Transactions with China Great Wall Asset Group | Transaction Type | 2025 First Half (HKD thousand) | 2024 First Half (HKD thousand) | | :--- | :--- | :--- | | Rental income from leasing investment properties to intermediate holding company | 4,378 | 7,336 | | Interest expense on loans from intermediate holding company | 125,884 | 170,816 | | Related Party Balances | June 30, 2025 (HKD thousand) | December 31, 2024 (HKD thousand) | | :--- | :--- | :--- | | Amount due from intermediate holding company | 5,133 | 162 | | Loans from intermediate holding company - Loans payable | 5,610,000 | 4,760,000 | | Loans from intermediate holding company - Interest payable | 165,936 | 42,232 | | Amount due to intermediate holding company | 2,925 | 1,401 | - Key management personnel remuneration was zero in the first half of 2025, compared to 1,053 thousand HKD in the first half of 2024240 20. Approval of the interim financial information This interim financial information was approved by the Board of Directors on August 29, 2025 - This interim financial information was approved by the Board of Directors on August 29, 2025242 GLOSSARY GLOSSARY This report provides a series of common terms and their definitions to ensure clarity and consistency of the report content