COSMOPOL INT'L(00120) - 2025 - 中期财报

Company Information Directors This section lists the company's executive and independent non-executive directors, along with the composition of its Audit, Remuneration, and Nomination Committees - The Board of Directors comprises 6 executive directors and 4 independent non-executive directors[6] - The Audit, Remuneration, and Nomination Committees have clear compositions, with independent non-executive directors chairing the Audit and Remuneration Committees[6] Audit Committee The Audit Committee consists of four independent non-executive directors, with Mr. Li Ka Fai as Chairman - The Audit Committee is chaired by Mr. Li Ka Fai, with members including Mr. Pong Sut Ying, Ms. Kan Lai Kuen, and Mr. Shih Lai Him[6] Remuneration Committee The Remuneration Committee is chaired by Ms. Kan Lai Kuen, with members including Mr. Lo Yuk Sui, Mr. Pong Sut Ying, and Mr. Li Ka Fai - The Remuneration Committee is chaired by Ms. Kan Lai Kuen, with members including Mr. Lo Yuk Sui, Mr. Pong Sut Ying, and Mr. Li Ka Fai[6] Nomination Committee The Nomination Committee is chaired by Mr. Lo Yuk Sui, with members including Mr. Pong Sut Ying, Ms. Kan Lai Kuen, Mr. Li Ka Fai, and Mr. Shih Lai Him - The Nomination Committee is chaired by Mr. Lo Yuk Sui, with members including Mr. Pong Sut Ying, Ms. Kan Lai Kuen, Mr. Li Ka Fai, and Mr. Shih Lai Him[6] Company Secretary The Company Secretary is Ms. Lam Sau Fan - The Company Secretary is Ms. Lam Sau Fan[6] Auditor The company's auditor is Ernst & Young - The company's auditor is Ernst & Young[6] Principal Bankers This section lists the company's principal bankers, including ANZ, Bank of Communications (Hong Kong), The Bank of East Asia, and ICBC (Asia) - Principal bankers include Australia and New Zealand Banking Group Limited, Bank of Communications (Hong Kong) Limited, The Bank of East Asia, Limited, and Industrial and Commercial Bank of China (Asia) Limited[6] Cayman Islands Share Registrar The company's Cayman Islands share registrar is Maples Fund Services (Cayman) Limited - The Cayman Islands share registrar is Maples Fund Services (Cayman) Limited[6] Hong Kong Share Registrar The company's Hong Kong share registrar is Hong Kong Central Securities Registrars Limited - The Hong Kong share registrar is Hong Kong Central Securities Registrars Limited[7] Registered Office The company's registered office is located in the Cayman Islands - The registered office is located at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands[7] Head Office and Principal Place of Business The company's head office and principal place of business are located at 11th Floor, 68 Yee Wo Street, Causeway Bay, Hong Kong - The head office and principal place of business are located at 11th Floor, 68 Yee Wo Street, Causeway Bay, Hong Kong[7] Biographical Details of Directors Executive Directors This section introduces the backgrounds and responsibilities of the executive directors, many of whom hold key positions in Century City, Paliburg, and Regal Group - Mr. Lo Yuk Sui (80 years old) serves as Chairman and Chief Executive Officer, responsible for the Group's overall policies and decisions, also holding Chairman and CEO roles in Century City, Paliburg, and Regal Group[8] - Mr. Lo Chun To (51 years old) serves as Vice Chairman and Managing Director, primarily overseeing Paliburg Group's property projects and Century City Group's business development[9] - Ms. Lo Po Man (45 years old) serves as Vice Chairman, primarily responsible for Regal Group's hotel operations and Century City Group's corporate investments and business development, actively participating in sustainability initiatives[10] - Mr. Wong Po Man (59 years old) serves as Executive Director and Chief Operating Officer, with over 33 years of experience in architectural design and project planning management for property development projects[11] - Mr. Leung So Po (53 years old) serves as Executive Director and Chief Financial Officer, with over 29 years of experience in accounting and corporate finance, responsible for Century City Group's corporate finance and China business[12] - Mr. Ng Kee Kai (71 years old) serves as Executive Director, responsible for Century City Group's corporate finance, company secretarial, and administrative functions[12] Independent Non-Executive Directors This section details the professional backgrounds of four independent non-executive directors, who possess extensive experience in engineering, finance, accounting, and law, and hold positions in various listed companies - Mr. Pong Sut Ying (83 years old) is a veteran engineer and former President of The Hong Kong Institution of Engineers[13] - Ms. Kan Lai Kuen (70 years old) is a director of Bravo Capital Limited, with over 20 years of corporate finance experience and is a Fellow of the Association of Chartered Certified Accountants[13] - Mr. Li Ka Fai (70 years old) is a Fellow of the Association of Chartered Certified Accountants, serving as an independent non-executive director for several listed companies on the Stock Exchange[14] - Mr. Shih Lai Him (80 years old) was a member of the Legislative Council of the Hong Kong Special Administrative Region, serving as an independent non-executive director for several listed companies on the Stock Exchange[15] Chairman's Statement Financial Results For the six months ended June 30, 2025, the company's consolidated loss attributable to shareholders significantly decreased, primarily due to reduced tax expenses Shareholder's Attributable Consolidated Loss | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | | :--- | :--- | :--- | | Consolidated Loss Attributable to Shareholders | (56.5) | (169.0) | - The reduction in loss was mainly due to decreased tax expenses, as the prior period in 2024 saw a significant increase in tax expenses due to a revised allocation basis for China property development costs[17] Business Review China's property market remains weak, with slow sales for the company's integrated development projects in Chengdu and Tianjin; the company raised funds through a share placement to reduce debt and expand its shareholder base - The overall property market conditions in China remain weak, with slow sales progress for integrated development projects in Chengdu and Tianjin[18] - The Chengdu Regal International Plaza project has substantially completed all development works and is actively planning to sell the remaining commercial and office units[18] - The company entered into a placing agreement on July 31, 2025, to place up to 100 million new ordinary shares at HK$0.108 per share, completed on August 15, aiming to reduce debt, broaden the shareholder base, and enhance share liquidity[19] Outlook The Board anticipates continued supportive policies from the central government to stabilize China's property market, hoping remaining properties in Chengdu and Tianjin will generate substantial revenue upon market recovery - The central government is expected to continue introducing supportive fiscal policies and administrative measures to stimulate demand and restore market confidence, stabilizing China's property sector[20] - The Board hopes that the remaining properties in the Chengdu and Tianjin development projects will generate substantial revenue as the commercial property market in China gradually recovers[20] Management Discussion and Analysis Business Review The Group primarily engages in property development and investment in China, along with financial asset investments; this section reviews property project progress and a financial investment redemption - The Group's principal businesses are property development and investment in China, and financial asset investments[22] - Apart from what is disclosed in the Chairman's Statement, the Group has no immediate plans for significant acquisitions of investments or capital assets[23] Property Development This section details the company's property development project progress in Chengdu, Tianjin, and Xinjiang, including sales, completion status, and future launch plans - Property development projects are mainly located in Xindu District, Chengdu, Sichuan Province, Hedong District, Tianjin, and Urumqi, Xinjiang Uygur Autonomous Region[24][28][29] Chengdu Project - Regal International Plaza Chengdu project's Phase 3 residential units are sold out, with ongoing sales for shops and parking spaces; office units are pre-sold, and the project is largely complete, but sales are slow due to demand slowdown, prompting a revised sales plan - Phase 3 residential units of the Chengdu project have been fully sold, with total sales revenue of approximately RMB2.048 billion[24] - Shop sales are ongoing, with 4,002 square meters sold for a total consideration of approximately RMB93.2 million; 548 parking spaces have been sold or contracted for sale, generating total sales revenue of approximately RMB56.3 million[24] - Interior fitting-out works for the hotel property are completed, and the completion certificate and property ownership certificate have been obtained[24] - The remaining commercial portion (commercial complex and five office towers) has substantially completed all development works and is actively planning for sale as whole blocks and individual units[25] - Sales of office and shop units are progressing slowly, and the company is actively reformulating its sales plan[26] Tianjin Project - Regal New Gate All residential units in the Tianjin project are sold, shop sales are ongoing with some leased; remaining office towers are complete, but due to a weak Tianjin property market, the company will monitor conditions for timely launch - All residential units in the Tianjin project have been sold[28] - Shops with a total area of 16,050 square meters have been sold for a total consideration of approximately RMB374.1 million; parts of the commercial complex have been leased to generate rental income[28] - The remaining office towers are completed, but due to the weak commercial property market in Tianjin, the company will continue to monitor market conditions for timely launch[28] Xinjiang Project The Xinjiang project involves afforestation for land development rights, with approximately 4,300 mu completed; legal opinions confirm the Group's rights remain valid, and afforestation costs are expected to be fully recovered - The Xinjiang project involves afforestation on approximately 7,600 mu of land to obtain development rights, with approximately 4,300 mu of afforestation completed[29] - According to relevant government policies, approximately 1,843 mu of land will be available for real estate development, and the Group is entitled to participate in bidding and receive compensation for afforestation costs[29] - The Group's legal rights under the relevant afforestation contract remain legally valid and effective, and afforestation costs are expected to be fully recovered[30] Other Investments This section outlines the company's investments in financial assets, specifically its investment in and subsequent redemption from Interra Acquisition Corporation - Other investments include financial asset investments[22] Investment in Interra Acquisition Corporation The Group subscribed for Class A shares of Interra Acquisition Corporation in September 2022, exercised its redemption right in September 2024, and received approximately HK$132.2 million in redemption proceeds in October 2024 - The Group subscribed for 12,210,000 Class A shares of Interra Acquisition Corporation in September 2022 for approximately HK$122.1 million[31] - The redemption right was exercised in September 2024, and approximately HK$132.2 million in redemption proceeds was received in October 2024[31] Financial Review This section outlines the company's net asset value, capital resources, cash flow, debt levels, gearing ratio, lease liabilities, asset pledges, capital commitments, contingent liabilities, share capital, dividends, and employee remuneration policy - The Group adopts prudent funding and financial policies for its overall business operations[33] Asset Value As of June 30, 2025, the Group's net asset value attributable to owners of the parent was HK$730 million, approximately HK$0.50 per share, with fully diluted net asset value per share at approximately HK$0.27 Asset Value Overview | Metric | June 30, 2025 (HK$ million) | Per Share (HK$) | | :--- | :--- | :--- | | Net Asset Value Attributable to Owners of the Parent | 730.0 | 0.50 | | Fully Diluted Net Asset Value Per Share | N/A | 0.27 | Capital Resources and Funding The company adopts prudent funding and financial policies, primarily financing property development projects through internal funds, pre-sale proceeds, and Regal Group loans; Regal Group loan repayment date has been extended to October 12, 2027 - The Group adopts prudent funding and financial policies for its overall business operations[33] - The repayment date for the HK$857 million loan from Regal Hotels International Holdings Limited Group has been extended from October 12, 2024, to October 12, 2027, to align with the sales progress of the Chengdu and Tianjin development projects[34] - Construction and related costs for property development projects are primarily financed using internal funds, proceeds from pre-sold units, and loans from the Regal Group[34] Cash Flow For the six months ended June 30, 2025, net cash flow used in operating activities was HK$73.3 million, a decrease from the prior period, while net interest expenses remained stable Net Cash Flow from Operating Activities and Net Interest Expenses | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | | :--- | :--- | :--- | | Net Cash Flow Used in Operating Activities | (73.3) | (157.7) | | Net Interest Expenses | (12.4) | (12.8) | Indebtedness and Gearing Ratio As of June 30, 2025, the Group's cash and bank balances decreased, and debt net of cash increased, leading to a rise in the gearing ratio to 42.2% Indebtedness and Gearing Ratio | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Cash and Bank Balances with Time Deposits | 35.0 | 52.5 | -33.3% | | Debt Net of Cash (including Convertible Notes) | 1,403.7 | 1,324.0 | +6.0% | | Total Assets | 3,326.9 | 3,303.5 | +0.7% | | Gearing Ratio | 42.2% | 40.1% | +2.1pp | Lease Liabilities As of June 30, 2025, the Group had no lease liabilities - As of June 30, 2025, the Group had no lease liabilities[39] Pledge of Assets The Group has pledged equity interests in companies holding certain property project interests to secure other debts; as of December 31, 2024, some bank deposits and financial assets were also pledged - The Group has pledged equity interests in companies holding certain property project interests to secure other debts[40] - As of December 31, 2024, HK$27.2 million in bank deposits and financial assets at fair value through profit or loss were pledged to secure general bank loans[40] Capital Commitments As of June 30, 2025, details of the Group's capital commitments are provided in Note 16 to the financial statements - Details of capital commitments are provided in Note 16 to the condensed consolidated financial statements[41] Contingent Liabilities As of June 30, 2025, details of the Group's contingent liabilities are provided in Note 18 to the financial statements - Details of contingent liabilities are provided in Note 18 to the condensed consolidated financial statements[42] Share Capital There was no change in the company's share capital during the review period - There was no change in the company's share capital during the review period[43] Dividends The Board resolved not to declare an interim dividend for the financial year ending December 31, 2025 - The Board resolved not to declare an interim dividend for the financial year ending December 31, 2025[44] Significant Acquisitions or Disposals of Subsidiaries or Associates There were no significant acquisitions or disposals of subsidiaries or associates during the review period - There were no significant acquisitions or disposals of the company's subsidiaries or associates during the review period[45] Employees and Remuneration Policy The Group employs approximately 70 staff in Hong Kong and China, with a remuneration system based on market conditions and individual contributions, offering benefits like MPF, medical, and life insurance - The Group employs approximately 70 staff in Hong Kong and China[46] - Employee remuneration is determined based on market conditions and individual contributions, reviewed annually, and includes benefits such as Mandatory Provident Fund schemes, medical, and life insurance[46] Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, the Group recorded a consolidated loss attributable to shareholders of HK$56.5 million, a significant reduction from HK$169 million in the prior period, mainly due to an income tax credit; revenue decreased from HK$314.3 million to HK$16 million Condensed Consolidated Statement of Profit or Loss Key Data | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Revenue | 16.0 | 314.3 | -94.9% | | Gross Profit | 2.3 | 1.4 | +64.3% | | Loss from Operations | (21.2) | (36.0) | -41.1% | | Loss Before Tax | (60.2) | (75.3) | -20.1% | | Income Tax | 3.7 | (93.7) | From Expense to Credit | | Loss Attributable to Owners of the Parent | (56.5) | (169.0) | -66.6% | | Basic and Diluted Loss Per Share | HK$(3.84) cents | HK$(11.50) cents | -66.6% | Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the Group's total comprehensive loss was HK$5.8 million, a significant narrowing from HK$206.3 million in the prior period, mainly due to a gain from foreign currency translation differences on overseas operations Condensed Consolidated Statement of Comprehensive Income Key Data | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Loss for the Period | (56.5) | (169.0) | -66.6% | | Exchange Differences on Translation of Overseas Operations | 51.5 | (40.9) | From Loss to Gain | | Fair Value Change of Equity Investments Designated at Fair Value Through Other Comprehensive Income | (0.8) | 3.6 | From Gain to Loss | | Total Comprehensive Loss for the Period | (5.8) | (206.3) | -97.2% | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets slightly increased, but net current assets decreased; non-current liabilities significantly reduced, leading to an increase in net assets Condensed Consolidated Statement of Financial Position Key Data | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Total Non-Current Assets | 203.4 | 196.0 | +3.8% | | Total Current Assets | 3,123.5 | 3,107.5 | +0.5% | | Total Current Liabilities | (1,186.4) | (925.6) | +28.2% | | Net Current Assets | 1,937.1 | 2,181.9 | -11.3% | | Total Non-Current Liabilities | (1,406.4) | (1,696.8) | -17.1% | | Net Assets | 734.1 | 681.1 | +7.8% | | Total Equity Attributable to Owners of the Parent | 730.0 | 681.1 | +7.2% | Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, total equity attributable to owners of the parent increased from HK$681.1 million to HK$730 million, mainly due to a reduced total comprehensive loss for the period and a deemed disposal of interest in a subsidiary Condensed Consolidated Statement of Changes in Equity Key Data | Metric | January 1, 2025 (HK$ million) | June 30, 2025 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Total Equity Attributable to Owners of the Parent | 681.1 | 730.0 | +7.2% | | Total Comprehensive Loss for the Period | (5.8) | (5.8) | N/A | | Deemed Disposal of Interest in a Subsidiary | N/A | 54.7 | N/A | Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash flow used in operating activities significantly decreased, net cash flow from investing activities decreased, and net cash flow from financing activities increased, resulting in a slight decrease in cash and cash equivalents at period-end Condensed Consolidated Statement of Cash Flows Key Data | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Net Cash Flow Used in Operating Activities | (73.3) | (157.7) | Decreased by 53.5% | | Net Cash Flow from Investing Activities | 3.0 | 22.8 | Decreased by 86.9% | | Net Cash Flow from Financing Activities | 66.7 | 138.6 | Decreased by 51.9% | | Net Increase (Decrease) in Cash and Cash Equivalents | (3.6) | 3.7 | From Increase to Decrease | | Cash and Cash Equivalents at End of Period | 8.2 | 17.4 | Decreased by 52.9% | Notes to the Condensed Consolidated Financial Statements 1. Basis of Preparation and Accounting Policies The condensed consolidated financial statements are prepared under HKAS 34, consistent with 2024 annual statements, except for the initial adoption of HKAS 21 amendments, which had no impact; the Group assumes going concern and has sufficient working capital for the next 12 months - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 issued by the Hong Kong Institute of Certified Public Accountants[58] - The initial adoption of amendments to Hong Kong Accounting Standard 21 had no impact on the condensed consolidated financial statements, as the Group's transaction currency is convertible with its functional currency[59] - The Group prepares its financial statements on a going concern basis, believing it has sufficient working capital to support operations for the next 12 months, considering cash flows, property promotion plans, and share placement[59][61] 2. Segment Information The Group's business is divided into property development and investment and financial asset investment, with management independently monitoring and assessing segment performance based on adjusted profit/loss before tax - The Group's business is divided into two segments: property development and investment, and financial asset investment[61] - Segment performance is assessed based on adjusted profit/loss before tax, excluding certain interest income, non-lease related finance costs, and head office/corporate income and expenses[60] Business Segment Revenue and Results | Metric | Property Development and Investment (Six Months Ended June 30, 2025) (HK$ million) | Property Development and Investment (Six Months Ended June 30, 2024) (HK$ million) | Financial Asset Investment (Six Months Ended June 30, 2025) (HK$ million) | Financial Asset Investment (Six Months Ended June 30, 2024) (HK$ million) | Consolidated (Six Months Ended June 30, 2025) (HK$ million) | Consolidated (Six Months Ended June 30, 2024) (HK$ million) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue from Customers | 15.0 | 313.5 | 1.0 | 0.8 | 16.0 | 314.3 | | Segment Results Before Depreciation | (11.9) | (12.1) | 1.3 | (10.9) | (10.6) | (23.0) | | Loss from Operations | N/A | N/A | N/A | N/A | (21.2) | (36.0) | | Loss Before Tax | N/A | N/A | N/A | N/A | (60.2) | (75.3) | | Loss for the Period | N/A | N/A | N/A | N/A | (56.5) | (169.0) | 3. Revenue, Other Income and Gains For the six months ended June 30, 2025, total revenue significantly decreased to HK$16 million, primarily due to a sharp decline in proceeds from property sales; other income and gains also fell from HK$5.9 million to HK$1.7 million Revenue, Other Income and Gains Analysis | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Revenue | | | | | Proceeds from Property Sales | 13.9 | 312.8 | -95.6% | | Rental Income | 1.1 | 0.7 | +57.1% | | Net Gain on Disposal of Financial Assets at Fair Value Through Profit or Loss | 0.4 | – | N/A | | Dividend Income from Listed Investments | 0.6 | 0.8 | -25.0% | | Total Revenue | 16.0 | 314.3 | -94.9% | | Other Income and Gains | | | | | Bank Interest Income | – | 0.1 | -100% | | Other Interest Income | 1.6 | – | N/A | | Gain on Disposal of Items of Property, Plant and Equipment | 0.1 | – | N/A | | Others | – | 5.8 | -100% | | Total Other Income and Gains | 1.7 | 5.9 | -71.2% | - All revenue from customer contracts is derived from property sales within the property development and investment segment in Mainland China, recognized at a point in time[65] 4. Analysis of the Group's Profit on Disposal of Properties and Depreciation For the six months ended June 30, 2025, net profit on disposal of properties was HK$0.4 million, and total depreciation was HK$0.3 million Profit on Disposal of Properties and Depreciation | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | | :--- | :--- | :--- | | Profit on Disposal of Properties (Net) | 0.4 | 0.1 | | Depreciation of Property, Plant and Equipment | 0.3 | 0.4 | | Depreciation of Right-of-Use Assets | – | 0.2 | | Total Depreciation | 0.3 | 0.6 | 5. Finance Costs For the six months ended June 30, 2025, total finance costs were HK$39 million, largely consistent with the prior period, primarily comprising interest on other borrowings Finance Costs Composition | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | | :--- | :--- | :--- | | Interest on Bank Loans | 0.2 | 0.4 | | Interest on Convertible Notes | 1.7 | 1.7 | | Interest on Other Borrowings | 37.1 | 37.2 | | Total | 39.0 | 39.3 | 6. Income Tax For the six months ended June 30, 2025, the Group recorded an income tax credit of HK$3.7 million, compared to a tax expense of HK$93.7 million in the prior period, mainly due to a shift from land appreciation tax expense to credit Income Tax Expense (Credit) | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Current - China Corporate Income Tax | – | 6.4 | -100% | | Underprovision in Prior Years | 0.3 | – | N/A | | Land Appreciation Tax | (3.0) | 78.6 | From Expense to Credit | | Deferred Tax | (1.0) | 8.7 | From Expense to Credit | | Total Tax Expense (Credit) for the Period | (3.7) | 93.7 | From Expense to Credit | - The Group did not generate any assessable profits in Hong Kong during the period, hence no Hong Kong profits tax provision was made[68] - China Land Appreciation Tax is levied at progressive rates from 30% to 60% on the appreciation value derived from the sale or transfer of state-owned land use rights, buildings, and their ancillary facilities[69] 7. Dividends For the six months ended June 30, 2025, the company neither paid nor declared any dividends - For the six months ended June 30, 2025, the company neither paid nor declared any dividends[71] 8. Loss Per Share Attributable to Owners of the Parent For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the parent was HK$(3.84) cents, a significant narrowing from HK$(11.50) cents in the prior period; no adjustment was made for diluted loss due to the anti-dilutive effect of convertible notes Loss Per Share | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Loss Attributable to Owners of the Parent (HK$ million) | (56.5) | (169.0) | -66.6% | | Weighted Average Number of Shares in Issue (shares) | 1,469,200,000 | 1,469,200,000 | N/A | | Basic and Diluted Loss Per Share | HK$(3.84) cents | HK$(11.50) cents | -66.6% | - Unconverted convertible notes had an anti-dilutive effect on loss per share, so no adjustment was made for diluted loss[72] 9. Deposits, Prepayments and Other Assets As of June 30, 2025, non-current prepayments increased to HK$152.5 million, mainly related to Xinjiang afforestation project costs; current deposits, prepayments, and other assets increased to HK$165.1 million, including HK$132.2 million from redeemed financial assets Deposits, Prepayments and Other Assets | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Non-Current Prepayments | 152.5 | 144.3 | +5.7% | | Current Deposits, Prepayments and Other Assets | 165.1 | 156.0 | +5.8% | | Of which: Trade Receivables from Customers | 0.9 | 0.5 | +80.0% | | Of which: Other Receivables (including proceeds from redeemed financial assets) | 138.0 | 135.8 | +1.6% | - Non-current prepayments are mainly related to afforestation project costs in Urumqi, Xinjiang, China; the Group's legal rights remain valid, and costs are expected to be fully recovered[75] - Current other receivables include HK$132.2 million in proceeds from the redemption of certain financial assets[76] 10. Accounts Payable and Accruals As of June 30, 2025, non-current accounts payable and accruals remained stable, while current accounts payable and accruals totaled HK$271.8 million, a decrease from December 31, 2024, mainly due to reduced accounts payable Accounts Payable and Accruals | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Non-Current Accounts Payable and Accruals | 25.8 | 25.8 | 0% | | Current Accounts Payable and Accruals | 271.8 | 325.3 | -16.5% | | Of which: Accounts Payable | 222.2 | 303.3 | -26.7% | | Of which: Amounts Due to Fellow Subsidiaries | 42.4 | 12.6 | +236.5% | - Of the current amounts due to fellow subsidiaries, HK$33.7 million represents accrued interest from other borrowings, secured by equity interests in holding companies related to property development projects, repayable within one year[78] 11. Interest-Bearing Bank Borrowings As of June 30, 2025, the Group had no interest-bearing bank borrowings, while on December 31, 2024, HK$12.5 million in bank loans were repayable within one year Interest-Bearing Bank Borrowings | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | | :--- | :--- | :--- | | Bank Loans Repayable Within One Year | – | 12.5 | - Bank borrowings as of December 31, 2024, were secured by HK$27.2 million in bank balances and financial assets at fair value through profit or loss, bearing interest at HIBOR plus 1.25% per annum[77] 12. Other Borrowings As of June 30, 2025, total other borrowings increased to HK$1.398 billion, primarily comprising secured notes and loans from fellow subsidiaries and independent third parties; HK$541 million is repayable within one year, and HK$857 million is repayable in years three to five Other Borrowings Composition and Repayment Terms | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Secured Notes | 468.0 | 468.0 | 0% | | Other Loans | 930.0 | 857.0 | +8.5% | | Total | 1,398.0 | 1,325.0 | +5.5% | | Repayable Within One Year | 541.0 | 156.0 | +246.8% | | Repayable in the Second Year | – | 312.0 | -100% | | Repayable in the Third to Fifth Years | 857.0 | 857.0 | 0% | - Secured notes include US$20 million unsecured notes A (HIBOR plus 0.6%) issued in September 2022 and US$40 million secured notes B (HIBOR plus 3.11%) issued in April 2023[79] - Other loans include term loans and revolving loans from fellow subsidiaries (HK$857 million) and revolving loans from independent third parties (HK$73 million)[81] 13. Amounts Due to Related Companies As of June 30, 2025, amounts due to related companies were unsecured, interest-free, and not repayable within one year - Amounts due to related companies are unsecured, interest-free, and not repayable within one year[82] 14. Convertible Notes The company issued HK$148.2 million principal amount of 2053 convertible notes on December 4, 2023, with a 2% annual coupon rate and an initial conversion price of HK$0.10 per share; as of June 30, 2025, the outstanding principal was HK$136.2 million - The company issued HK$148.2 million principal amount of 2053 convertible notes on December 4, 2023, for issuing bonus shares to shareholders[83][84] - The notes bear an annual coupon rate of 2%, payable annually, with an initial conversion price of HK$0.10 per share, convertible until December 4, 2053[84] - As of June 30, 2025, the outstanding principal amount was HK$136.2 million, convertible into 1,362,226,414 ordinary shares[84] 15. Related Party Transactions For the six months ended June 30, 2025, the Group's related party transactions primarily included management fees paid to a wholly-owned subsidiary of Century City International Holdings Limited, and interest expenses on other borrowings and convertible notes paid to subsidiaries of Paliburg Holdings Limited Related Party Transactions | Related Party | Transaction Type | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | | :--- | :--- | :--- | :--- | | Wholly-owned subsidiary of Century City International Holdings Limited | Management Fees | 4.8 | 5.0 | | Subsidiaries of Paliburg Holdings Limited | Interest Expense on Other Borrowings | 21.8 | 21.3 | | Subsidiaries of Paliburg Holdings Limited | Interest Expense on Convertible Notes | 1.7 | 1.7 | - Total compensation for the Group's key management personnel was HK$3.1 million (short-term employee benefits) and HK$0.2 million (contributions to employee retirement schemes), consistent with the prior period[86] 16. Commitments As of June 30, 2025, the Group's contractual commitments for property development projects were HK$91.3 million, a slight increase from December 31, 2024 Capital Commitments | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Property Development Projects | 91.3 | 89.2 | +2.4% | 17. Pledge of Assets The Group has pledged equity interests in companies holding certain property project interests to secure other debts and related accrued interest; as of December 31, 2024, some bank deposits and financial assets were also pledged - The Group has pledged equity interests in companies holding certain property project interests to secure other debts and related accrued interest[88] - As of December 31, 2024, HK$27.2 million in bank deposits and financial assets at fair value through profit or loss were pledged to secure general bank loans[88] 18. Contingent Liabilities As of June 30, 2025, the Group provided mortgage financing guarantees of approximately RMB137.9 million (HK$150.9 million) for certain property buyers, a decrease from December 31, 2024; management believes the net realizable value of the properties is sufficient to cover potential default risks Contingent Liabilities (Mortgage Financing Guarantees) | Metric | June 30, 2025 (RMB million) | June 30, 2025 (HK$ million) | December 31, 2024 (RMB million) | December 31, 2024 (HK$ million) | Change (HK$) | | :--- | :--- | :--- | :--- | :--- | :--- | | Mortgage Financing Guarantees | 137.9 | 150.9 | 161.9 | 171.8 | -12.2% | - The guarantee period extends from the date of mortgage loan grant until the issuance of the property ownership certificate and completion of mortgage registration, typically one to two years after buyer occupation[89] - Management believes that in the event of payment default, the net realizable value of the properties would cover the repayment of outstanding mortgage principal, accrued interest, and penalties[89] 19. Fair Value and Fair Value Hierarchy of Financial Instruments As of June 30, 2025, the carrying amounts of the Group's financial assets and liabilities approximated their fair values; fair values of listed equity investments are determined by market quotes, while unlisted equity investments are based on management's estimates of future returns; no changes in Level 3 fair value measurements or transfers between fair value hierarchy levels occurred during the period - As of the end of the reporting period, the carrying amounts of the Group's financial assets and financial liabilities approximated their fair values[90] - Fair values of listed equity investments are determined by quoted market prices, while unlisted equity investments are determined by management's estimates of future returns[91] Assets Measured at Fair Value | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | | :--- | :--- | :--- | | Listed Equity Investments Designated at Fair Value Through Other Comprehensive Income | 4.0 | 4.8 | | Listed Equity Investments at Fair Value Through Profit or Loss | 4.3 | 29.6 | | Total | 8.3 | 34.4 | - During the period, there were no changes in Level 3 fair value measurements, nor any transfers into or out of Level 3, or between Level 1 and Level 2, for financial asset fair value measurements[93][94] 20. Events After the Reporting Period After the reporting period, on July 31, 2025, the company entered into a placing agreement with a placing agent to place up to 100 million new ordinary shares at HK$0.108 per share, which was completed on August 15, 2025 - On July 31, 2025, the company entered into a placing agreement with a placing agent to place up to 100 million new ordinary shares at HK$0.108 per share[96] - The placing was formally completed on August 15, 2025[96] 21. Comparative Amounts Certain comparative amounts have been reclassified to conform with the current period's presentation, with no impact on total equity or loss for the period - Certain comparative amounts have been reclassified to conform with the current period's presentation[97] - These reclassifications had no impact on the Group's total equity as of June 30, 2025, and December 31, 2024, or on the loss for the six months ended June 30, 2025, and 2024[97] 22. Approval of the Unaudited Condensed Consolidated Financial Statements The unaudited condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 27, 2025 - The unaudited condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 27, 2025[98] Other Information Directors' Interests in Shares This section details the interests and short positions of the company's directors and chief executive in the company's and its associated corporations' (Century City, Paliburg, Regal, Regal REIT) shares, underlying shares, and debentures as of June 30, 2025; Mr. Lo Yuk Sui holds the largest interest in the company - Mr. Lo Yuk Sui holds 871,504,279 issued ordinary shares (corporate interest) and 1,591,775,147 unissued ordinary shares (derivative interest) in the company, totaling approximately 198.71% of issued shares[99] - Mr. Lo Chun To holds 680,730 issued ordinary shares (personal interest) in the company, representing approximately 0.05%[99] - Ms. Lo Po Man holds 414,000 issued ordinary shares (personal interest) in the company, representing approximately 0.03%[99] - Mr. Lo Yuk Sui also holds significant interests in Century City, Paliburg, Regal, and Regal REIT[99][101][105] Substantial Shareholders' Interests in Shares This section discloses the interests or short positions of substantial shareholders (not directors or chief executive) in the company's shares and underlying shares as of June 30, 2025, showing significant holdings by related parties such as YSL Int'l, Grand Modern, Century City, Paliburg, and Regal Substantial Shareholders' Interests in the Company's Ordinary Shares | Name of Substantial Shareholder | Number of Issued Ordinary Shares Held (shares) | Number of Underlying (Unissued) Ordinary Shares Held (shares) | Total (shares) | Approximate Percentage of Issued Ordinary Shares | | :--- | :--- | :--- | :--- | :--- | | YSL Int'l | 871,504,279 | 1,591,775,147 | 2,463,279,426 | 198.71% | | Grand Modern Investments Limited | 871,504,279 | 1,591,775,147 | 2,463,279,426 | 198.71% | | Century City | 871,504,279 | 1,591,775,147 | 2,463,279,426 | 198.71% | | Paliburg | 871,504,279 | 1,591,775,147 | 2,463,279,426 | 198.71% | | Regal | 818,170,947 | 1,485,108,483 | 2,303,279,430 | 185.81% | - The interests of substantial shareholders such as YSL Int'l, Grand Modern, Century City, Paliburg, and Regal are interconnected through layers of control, ultimately linked to Mr. Lo Yuk Sui's interests[109] Changes in Directors' Information This section discloses changes in the positions of independent non-executive directors Mr. Li Ka Fai and Mr. Shih Lai Him since the publication of the 2024 annual report - Independent non-executive director Mr. Li Ka Fai resigned as an independent non-executive director of China Merchants Port Holdings Company Limited, effective July 1, 2025[116] - Independent non-executive director Mr. Shih Lai Him was appointed Chairman and non-executive director of KWG Living Group Holdings Limited, effective June 6, 2025[116] Corporate Governance The company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules during the review period, though the roles of Chairman and Chief Executive Officer were not separated; directors confirmed compliance with the Model Code for Securities Transactions - The company complied with the code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules for the six months ended June 30, 2025[113] - The roles of Chairman and Chief Executive Officer are not separated and are not held by two different individuals, to suit the practical needs of the Group's corporate operational structure[113] - Directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the review period[114] Corporate Governance Code The company complied with the Corporate Governance Code, but the roles of Chairman and Chief Executive Officer were not separated - The company complied with the Corporate Governance Code, but the roles of Chairman and Chief Executive Officer were not separated[113] Model Code for Securities Transactions by Directors Directors confirmed continuous compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the review period - Directors confirmed continuous compliance with the Model Code for Securities Transactions by Directors of Listed Issuers for the six months ended June 30, 2025[114] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and the company held no treasury shares - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[117] - As of June 30, 2025, the company held no treasury shares[117] Review of Results The company's Audit Committee reviewed and discussed the Group's accounting standards, audit, internal controls, and financial reporting matters, including the unaudited condensed consolidated financial statements for the six months ended June 30, 2025, with management and external auditors - The Audit Committee reviewed and discussed the Group's accounting standards, audit, internal controls, and financial reporting matters with management and external auditors[118] - The review included the unaudited condensed consolidated financial statements for the six months ended June 30, 2025[118] Review Report on Interim Financial Information Ernst & Young reviewed the company's interim financial information in accordance with Hong Kong Standard on Review Engagements 2410, concluding that nothing came to their attention to suggest the interim financial information was not prepared in all material respects in accordance with HKAS 34 - Ernst & Young reviewed the company's interim financial information for the six months ended June 30, 2025[120] - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 issued by the Hong Kong Institute of Certified Public Accountants[121] - The conclusion is that nothing came to their attention to suggest the interim financial information was not prepared in all material respects in accordance with Hong Kong Accounting Standard 34[122]