金奥国际(00009) - 2025 - 年度业绩

Consolidated Financial Statements Consolidated Income Statement In 2024, revenue significantly decreased, but operating profit and profit attributable to owners turned from loss to profit due to deconsolidation gains Key Consolidated Income Statement Data (HK$ thousand) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Revenue | 455 | 38,768 | -98.8% | | Cost of sales | (1,239) | (18,224) | -93.2% | | Gross (loss) profit | (784) | 20,544 | Turned to loss | | Other income and gains | 7,932 | 138 | +5647.8% | | Gain (loss) on deconsolidation of a subsidiary | 860,795 | (792,265) | Turned to profit | | Administrative expenses | (30,278) | (22,432) | +35.0% | | Operating profit (loss) | 826,412 | (1,222,909) | Turned to profit | | Finance costs - net | (211,151) | (304,889) | -30.7% | | Profit (loss) before tax | 614,436 | (1,533,063) | Turned to profit | | Income tax credit | 93 | 110,695 | -99.9% | | Profit (loss) for the year attributable to owners of the company | 614,529 | (1,422,368) | Turned to profit | | Basic earnings (loss) per share (HK cents) | 17.22 | (39.86) | Turned to profit | Consolidated Statement of Comprehensive Income In 2024, total comprehensive income attributable to owners improved significantly to HK$579,256 thousand, primarily due to the annual profit turning positive despite negative exchange differences from overseas operations translation Key Consolidated Statement of Comprehensive Income Data (HK$ thousand) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Profit (loss) for the year attributable to owners of the company | 614,529 | (1,422,368) | Turned to profit | | Exchange differences arising from translation of overseas operations | (34,075) | 39,013 | Turned to loss | | Share of other comprehensive expenses of associates accounted for using the equity method | (1,198) | (199) | Widened | | Other comprehensive (expenses) income for the year | (35,273) | 38,814 | Turned to loss | | Total comprehensive income (expenses) for the year attributable to owners of the company | 579,256 | (1,383,554) | Turned to profit | Consolidated Statement of Financial Position As of December 31, 2024, total non-current assets were HK$162,283 thousand, while total current assets significantly decreased to HK$531 thousand, indicating severe liquidity challenges and an insolvent position Key Consolidated Statement of Financial Position Data (HK$ thousand) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Total non-current assets | 162,283 | 171,125 | -5.2% | | Total current assets | 531 | 61,295 | -99.1% | | Total current liabilities | 1,808,308 | 2,456,585 | -26.4% | | Net current liabilities | (1,807,777) | (2,395,290) | Improved | | Total assets less current liabilities | (1,645,494) | (2,224,165) | Improved | | Total non-current liabilities | 47,858 | 48,443 | -1.2% | | Net liabilities | (1,693,352) | (2,272,608) | Improved | | Total deficit | (1,693,352) | (2,272,608) | Improved | Notes to the Financial Statements 1. Company Information Goldway International Holdings Limited, incorporated in Bermuda and listed on the HKEX, primarily engages in property leasing, property and hotel development, and centralized heating investment, with Mr. Chu Pak Hang as the ultimate controlling shareholder - The company was incorporated in Bermuda as an exempted company on May 9, 2001, with its shares listed on The Stock Exchange of Hong Kong Limited[8] - The Group's principal activities include property leasing, property and hotel development, and investment in centralized heating business[8] - The ultimate controlling shareholder of the Company is Mr. Chu Pak Hang[8] 2. Basis of Preparation The consolidated financial statements are prepared in accordance with HKFRSs using the historical cost convention, except for investment properties measured at fair value; the company's shares have been suspended from trading since April 2, 2024, with a resumption proposal submitted on September 19, 2025, and the Board has implemented measures to stabilize operations, improve liquidity, and formulate a debt restructuring plan - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA, using the historical cost convention, except for investment properties[10] - The company's shares have been suspended from trading on the Stock Exchange since April 2, 2024, and a resumption proposal was submitted to the Stock Exchange on September 19, 2025[13][14] - The Board has taken measures to stabilize business operations, improve liquidity, and formulate a debt restructuring plan, including staff reductions, capital expenditure cuts, cessation of non-core businesses, deconsolidation of subsidiaries, and exploration of resumption plans[15] 2.1 Basis of Preparation of Consolidated Financial Statements The consolidated financial statements are presented in Hong Kong dollars, the company's functional currency, and prepared under HKFRSs using the historical cost convention, except for investment properties measured at fair value - The consolidated financial statements are presented in Hong Kong dollars, which is the same as the functional currency of the Company[9] - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA, and under the historical cost convention, except for investment properties which are measured at fair value at each reporting period end[10] 2.2 Going Concern Basis As of December 31, 2024, the Group recorded accumulated losses of approximately HK$4.4 billion, net current liabilities of approximately HK$1.8 billion, and total borrowings of approximately HK$0.9 billion, with approximately HK$0.6 billion overdue, indicating significant going concern uncertainties amidst winding-up petitions and legal proceedings, despite the Board's implementation of cost control, asset disposal, revenue expansion, restructuring, and new financing measures 2024 Going Concern Related Financial Data (HK$ thousand) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Accumulated losses | 4,396,674 | 5,011,203 | | Current liabilities exceeding current assets | 1,807,777 | 2,395,290 | | Net liabilities | 1,693,352 | 2,272,608 | | Total borrowings | 892,750 | 1,475,830 | | Current borrowings | 879,885 | 1,462,965 | | Cash and cash equivalents | 95 | 76 | - As of December 31, 2024, certain borrowings with principal and accrued interest totaling approximately HK$1,296,395 thousand were overdue, comprising principal of approximately HK$599,722 thousand and accrued interest of approximately HK$696,673 thousand[16] - The company faces a winding-up petition (involving outstanding debt of approximately HK$3,947 thousand) and a civil lawsuit initiated by China Huarong, concerning outstanding loan principal, accrued interest, and default interest[18] - The Group has implemented measures to strictly control expenses, consider disposing of non-core businesses, expand revenue sources, formulate a restructuring plan, and actively seek other funding sources to improve its financial position[20] 3. Application of New and Revised HKFRSs This year, the company first applied several revised HKFRSs, which had no significant impact on current or prior period financial position or performance, while new standards issued but not yet effective, such as HKFRS 18, are expected to affect future financial statement presentation and disclosure - This year, the company first applied HKFRS 16 (Amendments), HKAS 1 (Amendments), and HKAS 7 and HKFRS 7 (Amendments), but these had no significant impact on financial position and performance[21] - HKFRS 18 "Presentation and Disclosure in Financial Statements" will be effective for annual periods beginning on or after January 1, 2027, and is expected to affect the presentation and disclosure of the statement of profit or loss in future financial statements[25] New and Revised HKFRSs Effective for the Current Year Mandatory amendments to HKFRSs effective this year include lease liabilities in a sale and leaseback, classification of liabilities as current or non-current, non-current liabilities with covenants, and supplier finance arrangements, none of which had a significant impact on the Group's financial position or performance for the current or prior periods - Mandatory amendments effective this year include HKFRS 16 (Amendments), HKAS 1 (Amendments), and HKAS 7 and HKFRS 7 (Amendments)[21] - The application of these HKFRS amendments in the current year had no significant impact on the Group's financial position and performance and/or disclosures contained in these consolidated financial statements for the current and prior periods[21] New and Revised HKFRSs Issued But Not Yet Effective New and revised HKFRSs issued but not yet effective include amendments to financial instruments classification and measurement, lack of exchangeability, sale or contribution of assets between an investor and its associate or joint venture, and presentation and disclosure in financial statements, with HKFRS 18 expected to impact future financial statement presentation and disclosure - Standards issued but not yet effective include HKFRS 9 and 7 (Amendments), HKFRS 10 and HKAS 28 (Amendments), HKAS 21 (Amendments), and HKFRS 18[22] - HKFRS 18 "Presentation and Disclosure in Financial Statements" will replace HKAS 1, and is expected to affect the presentation and disclosure of the statement of profit or loss in future financial statements[25] 4. Segment Information The Group primarily operates three business segments: property leasing, property and hotel development, and centralized heating; in 2024, property leasing revenue significantly declined, property and hotel development recorded a gain from deconsolidation of a subsidiary, and centralized heating recorded a loss, with all revenue and non-current assets (excluding financial instruments) originating from Mainland China - The Group is currently comprised of three business units: (i) property leasing, (ii) property and hotel development, and (iii) centralized heating[26] - Segment performance is assessed based on reportable segment profit (loss), which measures adjusted profit (loss) before tax, excluding finance income, finance costs, and head office and corporate expenses[26] Operating Segment Analysis In 2024, property leasing revenue was HK$455 thousand with a segment loss of HK$28,228 thousand; the property and hotel development segment recorded a gain of HK$860,795 thousand from deconsolidation of a subsidiary; and the centralized heating segment recorded a loss of HK$825 thousand, contrasting with 2023 figures where property leasing revenue was HK$17,603 thousand, property and hotel development revenue was HK$21,165 thousand, and centralized heating had no revenue 2024 Segment Revenue and Results (HK$ thousand) | Segment | Revenue | Segment Result | | :--- | :--- | :--- | | Property leasing | 455 | (28,228) | | Property and hotel development | – | 860,795 | | Centralized heating | – | (825) | | Total | 455 | 831,742 | 2023 Segment Revenue and Results (HK$ thousand) | Segment | Revenue | Segment Result | | :--- | :--- | :--- | | Property leasing | 17,603 | 7,363 | | Property and hotel development | 21,165 | (1,023,525) | | Centralized heating | – | (195,148) | | Total | 38,768 | (1,211,310) | - The property and hotel development segment recorded a gain of HK$860,795 thousand in 2024, primarily from the deconsolidation of a subsidiary[29] a) Geographical Information%20Geographical%20Information) In both 2024 and 2023, all of the Group's revenue and non-current assets (excluding financial instruments) originated from Mainland China, with no related revenue or non-current assets from Hong Kong Geographical Revenue and Non-current Assets (HK$ thousand) | Metric | 2024 Mainland China | 2023 Mainland China | | :--- | :--- | :--- | | Revenue | 455 | 38,768 | | Non-current assets (excluding financial instruments) | 162,283 | 169,839 | - Hong Kong had no revenue and non-current assets in both 2024 and 2023[31] b) Information about Major Customers%20Information%20about%20Major%20Customers) In 2024, no single customer contributed more than 10% of the Group's total revenue, while in 2023, Customer A contributed HK$11,783 thousand, exceeding 10% of total revenue Major Customer Revenue (HK$ thousand) | Customer | 2024 | 2023 | | :--- | :--- | :--- | | Customer A | N/A | 11,783 | | Customer B | 119 | N/A | | Customer C | 104 | N/A | | Customer D | 69 | N/A | - In 2024, no single customer's revenue contribution exceeded 10% of the Group's total revenue[32] 5. Revenue, Other Income and Gains Total revenue significantly decreased to HK$455 thousand in 2024, primarily from property rental income with zero property sales revenue, while other income and gains substantially increased to HK$7,932 thousand, mainly from compensation for tenant contract breaches and gains from derecognition of lease liabilities Revenue and Other Income Components (HK$ thousand) | Item | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Property sales | – | 21,165 | -100% | | Property rental income | 455 | 17,603 | -97.4% | | Total Revenue | 455 | 38,768 | -98.8% | | Compensation for tenant contract breaches | 6,500 | – | New | | Gain on derecognition of lease liabilities | 1,432 | – | New | | Total other income and gains | 7,932 | 138 | +5647.8% | - The significant decrease in revenue was primarily due to zero property sales income and property rental income reduction caused by court-ordered lease terminations[34] 6. Finance Costs - Net Net finance costs in 2024 were HK$211,151 thousand, a decrease from HK$304,889 thousand in 2023, mainly due to reduced interest on bank and other borrowings, and a favorable foreign exchange difference turning into a gain Finance Costs - Net (HK$ thousand) | Item | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Interest on bank borrowings | 28,866 | 51,653 | -44.1% | | Interest on other borrowings | 186,288 | 248,477 | -25.0% | | Interest on lease liabilities | 186 | 480 | -61.2% | | Net foreign exchange differences | (4,188) | 4,549 | Turned to profit | | Total finance costs | 211,152 | 305,159 | -30.8% | | Total finance income | (1) | (270) | -99.6% | | Finance costs - net | 211,151 | 304,889 | -30.7% | 7. Profit (Loss) Before Tax Profit before tax in 2024 was HK$614,436 thousand, a significant improvement from a loss of HK$1,533,063 thousand in 2023, primarily driven by gains from deconsolidation of a subsidiary, with notable decreases in staff costs, depreciation, and inventory costs Profit (Loss) Before Tax Components (HK$ thousand) | Item | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Directors' emoluments | 2,784 | 2,832 | -1.7% | | Total staff costs | 6,578 | 11,033 | -40.4% | | Total depreciation | – | 3,257 | -100% | | Auditors' remuneration | 1,400 | 1,500 | -6.7% | | Cost of inventories recognized as expense | – | 15,714 | -100% | | Total rental income from investment properties | 455 | 17,603 | -97.4% | | Less: Direct operating expenses | (1,239) | (2,510) | -50.7% | - In 2024, total depreciation and cost of inventories recognized as expense were both zero, indicating impairment of related assets or reduced business activities[35] 8. Income Tax Credit Total income tax credit in 2024 was HK$93 thousand, a substantial decrease from HK$110,695 thousand in 2023, mainly due to a significant reduction in deferred tax credit Income Tax Credit (HK$ thousand) | Item | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Deferred tax | (93) | (110,695) | -99.9% | | Total Income Tax Credit | (93) | (110,695) | -99.9% | 9. Dividends No dividends were paid or proposed for the years ended December 31, 2024, and 2023, nor have any been proposed since the end of the reporting period - No dividends were paid or proposed for the years ended December 31, 2024 and 2023, and no dividends have been proposed since the end of the reporting period[37] 10. Earnings (Loss) Per Share Basic earnings per share in 2024 were 17.22 HK cents, a significant improvement from a loss of 39.86 HK cents per share in 2023, with no diluted earnings calculated as share options' exercise price was above market price or would reduce loss per share Earnings (Loss) Per Share (HK cents) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Basic earnings (loss) per share | 17.22 | (39.86) | | Diluted earnings (loss) per share | 17.22 | (39.86) | 10(a) Basic Earnings (Loss) Per Share Basic earnings per share in 2024 were 17.22 HK cents, calculated based on profit attributable to owners of HK$614,529 thousand and a weighted average of 3,568,791 thousand ordinary shares Basic Earnings (Loss) Per Share Calculation (HK$ thousand/thousand shares) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Profit (loss) for the year attributable to owners of the company | 614,529 | (1,422,368) | | Weighted average number of ordinary shares | 3,568,791 | 3,568,791 | | Basic earnings (loss) per share (HK cents) | 17.22 | (39.86) | 10(b) Diluted Earnings (Loss) Per Share Diluted earnings (loss) per share were not calculated for 2024 and 2023, as the exercise price of share options was higher than the average market price (2024) or would result in a reduction of loss per share (2023) - The calculation of diluted earnings per share for the year ended December 31, 2024, did not assume the exercise of the Company's share options because the exercise price of these share options was higher than the average market price of the Company's shares[40] - The calculation of diluted loss per share for the year ended December 31, 2023, did not assume the exercise of the Company's share options because the exercise price of these share options would result in a reduction of loss per share[40] 11. Rental Receivables Net rental receivables were zero in 2024, a significant decrease from HK$13,326 thousand in 2023, primarily due to an increase in expected credit loss provision from HK$7,302 thousand to HK$18,315 thousand, reflecting a substantial increase in rental recovery risk Net Rental Receivables and Provision (HK$ thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Rental receivables | 18,315 | 20,628 | | Less: Provision for expected credit losses | (18,315) | (7,302) | | Rental receivables - net | – | 13,326 | Ageing Analysis of Rental Receivables (HK$ thousand) | Ageing | 2024 | 2023 | | :--- | :--- | :--- | | 0 to 90 days | – | 6,634 | | 91 to 180 days | – | 5,434 | | 181 to 365 days | – | 8,560 | | Over 1 year | 18,315 | – | - In 2024, rental receivables over one year old accounted for all rental receivables, indicating severe long-term delinquency issues[42] 12. Deposits, Prepayments and Other Receivables Total deposits, prepayments, and other receivables significantly decreased to HK$436 thousand in 2024, a 98.7% drop from HK$33,662 thousand in 2023, mainly due to substantial reductions in other prepayments and other receivables Deposits, Prepayments and Other Receivables (HK$ thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Other prepayments | 54 | 16,224 | | Other receivables | 136 | 15,979 | | Utilities and other deposits | 246 | 1,459 | | Total | 436 | 33,662 | 13. Trade Payables Trade payables were zero in 2024, a substantial decrease from HK$110,272 thousand in 2023, indicating that the company had settled or restructured most of its trade payables by the end of the reporting period Ageing Analysis of Trade Payables (HK$ thousand) | Ageing | 2024 | 2023 | | :--- | :--- | :--- | | 0 to 90 days | – | – | | 91 to 180 days | – | 419 | | 181 to 365 days | – | 1,014 | | Over 1 year | – | 108,839 | | Total | – | 110,272 | - Total trade payables were zero in 2024, whereas in 2023, a significant portion of trade payables was over one year old[44] 14. Borrowings As of December 31, 2024, the Group's total borrowings were HK$892,750 thousand, a significant reduction from HK$1,475,830 thousand in 2023, with current bank and other borrowings decreasing substantially, though a large amount remains overdue or repayable on demand, primarily denominated in HKD, RMB, and USD Total Borrowings and Composition (HK$ thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Total current liabilities | 879,885 | 1,462,965 | | Total non-current liabilities | 12,865 | 12,865 | | Total Borrowings | 892,750 | 1,475,830 | - As of December 31, 2024, approximately HK$163,485 thousand of the Group's bank borrowings were repayable on demand, and certain financial covenants, terms, and conditions were not met[47] - As of December 31, 2024, approximately HK$293,479 thousand of other borrowings and approximately HK$142,758 thousand of other borrowings were overdue[47][48] Borrowings Currency Composition (HK$ thousand) | Currency | 2024 | 2023 | | :--- | :--- | :--- | | HKD | 285,728 | 285,205 | | RMB | 170,785 | 751,747 | | USD | 436,237 | 438,878 | 15. Deconsolidation of a Subsidiary On November 8, 2024, the company lost control over Oriental Hotel due to a Hunan court ruling to accept its bankruptcy application and appoint an administrator, leading to its deconsolidation and a recorded gain of HK$860,795 thousand - The Hunan court ruled to accept Oriental Hotel's bankruptcy application on October 25, 2024, and appointed an administrator on November 8, 2024[51] - The Company's directors believe control over Oriental Hotel was lost on November 8, 2024, leading to deconsolidation and a recorded gain of HK$860,795 thousand[51] Net Liabilities of Oriental Hotel at Deconsolidation (HK$ thousand) | Item | Amount | | :--- | :--- | | Deposits, prepayments and other receivables | 28,164 | | Cash and cash equivalents | 11 | | Recoverable tax | 154 | | Trade and other payables | (395,414) | | Borrowings | (468,632) | | Net liabilities at deconsolidation | (835,717) | | Transferred from exchange reserve | (25,078) | | Gain on deconsolidation of a subsidiary | (860,795) | 16. Contingent Liabilities The Group faces contingent withholding corporate income tax provision risks related to the acquisition of Weiheng Development's equity, despite retained funds and seller indemnity, and is involved in multiple pending litigations, including loan disputes with Zhejiang Chouzhou Commercial Bank and ICBC, with some assets seized or transferred for debt repayment - The Group faces contingent withholding corporate income tax risk due to the acquisition of 49% equity in Weiheng Development, with HK$60,000 thousand retained and a provision of HK$28,200 thousand made[52] - The seller has signed a tax indemnity deed, responsible for declaring and settling corporate income tax, and compensating the Group for any penalties[53] 16(i) Contingent Withholding Corporate Income Tax Provision The Group may incur corporate income tax withholding liability due to the indirect acquisition of Weiheng Development's subsidiary equity; despite retaining HK$60,000 thousand and providing HK$28,200 thousand, it has not yet been reported or paid to Chinese tax authorities, and the seller has committed to indemnify the Group against any penalties - The Group may incur corporate income tax withholding liability due to the indirect acquisition of 49% equity in Weiheng Development, with HK$60,000 thousand retained and a provision of HK$28,200 thousand made[52] - The seller has signed a tax indemnity deed, responsible for declaring and settling corporate income tax, and compensating the Group for any penalties it may face[53] 16(ii) Pending Litigations The Group is involved in multiple pending litigations, including Chengdu Zhongfa's Chengdu Shopping Centre being forcibly sold or transferred to repay approximately HK$98,656 thousand debt due to a loan dispute with Zhejiang Chouzhou Commercial Bank, and Oriental Hotel and Hunan Jiuhua International facing asset preservation due to ICBC debts, with Oriental Hotel already in bankruptcy proceedings - Chengdu Zhongfa's Chengdu Shopping Centre was forcibly sold or transferred to repay approximately HK$98,656 thousand debt due to a loan dispute with Zhejiang Chouzhou Commercial Bank[54] - Oriental Hotel and Hunan Jiuhua International face asset preservation due to ICBC debts, and Oriental Hotel lost control on November 8, 2024, entering bankruptcy proceedings[54][55] 17. Events After Reporting Period Subsequent to the reporting period, the Nanjing court ordered the transfer of Chengdu Shopping Centre to Zhejiang Chouzhou Commercial Bank for debt repayment; the company received two winding-up petitions, one of which has been withdrawn; a framework agreement was signed to dispose of Sino Step Inc., Vast Build Limited, and Changhe (Hunan) Real Estate Co., Ltd.; and China Huarong initiated a civil lawsuit against the company - The Nanjing court ordered the transfer of Chengdu Shopping Centre to Zhejiang Chouzhou Commercial Bank on February 18, 2025, to repay outstanding debts[56] - The company received a winding-up petition on May 20, 2025, involving outstanding debt of approximately HK$3,947 thousand, scheduled for hearing on October 15, 2025[56] - The company signed a framework agreement with a buyer to dispose of Sino Step Inc., Vast Build Limited, and Changhe (Hunan) Real Estate Co., Ltd., each for RMB1[56] - China Huarong initiated a civil lawsuit against the company on September 16, 2025, concerning outstanding loan principal, accrued interest, and default interest[56] Independent Auditor's Report Summary Disclaimer of Opinion The auditor was unable to express an opinion on the Group's consolidated financial statements due to insufficient appropriate audit evidence to form a basis for an opinion - The auditor did not express an opinion on the Group's consolidated financial statements[58] - Insufficient appropriate audit evidence was obtained to provide a basis for an opinion on these consolidated financial statements[58] Basis for Disclaimer of Opinion The auditor's disclaimer of opinion is primarily due to scope limitations on the accounting books and records of deconsolidated subsidiaries (Oriental Hotel and Hunan Jiuhua International), another subsidiary (Chengdu Zhongfa), and the going concern basis of preparing the consolidated financial statements, preventing determination of accurate financial recording and appropriateness of the going concern assumption - Audit scope limitations primarily involve the accounting books and records of deconsolidated subsidiaries, the accounting books and records of a subsidiary, and the going concern basis of preparation of the consolidated financial statements[59][64][68] (1) Scope Limitation on Accounting Books and Records of Deconsolidated Subsidiaries The auditor could not obtain sufficient audit evidence for the financial data of Oriental Hotel (deconsolidated in 2024) and Hunan Jiuhua International (deconsolidated in 2023) due to the company's inability to access their complete books and records after losing control, thus preventing verification of related income, expenses, assets, liabilities, and deconsolidation gains/losses - The company, having lost control over Oriental Hotel since November 8, 2024, could not obtain its complete books and records, preventing the auditor from determining the accuracy of related financial data[59][60] - The company, having lost control over Hunan Jiuhua International since August 18, 2023, could not obtain its complete books and records, preventing the auditor from determining the accuracy of related financial data[61][62][63] - The deconsolidation of Oriental Hotel resulted in a gain of approximately HK$860,795 thousand, and the deconsolidation of Hunan Jiuhua International resulted in a loss of approximately HK$792,265 thousand, for which the auditor could not obtain sufficient evidence[59][61] (2) Scope Limitation on Accounting Books and Records of a Subsidiary The auditor could not obtain sufficient audit evidence for Chengdu Zhongfa's accounting books and records due to the unavailability of former key management personnel and specific business records, and was unable to assess the financial impact of its investment properties being seized by court due to loan disputes - Several former key management personnel of Chengdu Zhongfa could not be contacted after their departure, preventing the auditor from obtaining specific business records and supporting documents, leading to insufficient audit evidence[64][65] - Chengdu Zhongfa's investment properties (valued at approximately HK$162,283 thousand) were seized by the Nanjing court due to loan disputes with financial institutions, and the auditor could not assess the possible outcomes and related financial impact[65][66] (3) Scope Limitation on Going Concern Basis of Preparation of Consolidated Financial Statements The Group faces significant uncertainties regarding its ability to continue as a going concern due to substantial accumulated losses, net current liabilities, overdue borrowings, winding-up petitions, and legal proceedings; despite management's mitigation plans, the auditor could not form an opinion on the appropriateness of preparing financial statements on a going concern basis due to the execution and potential interactions of these plans - The Group faces significant uncertainties regarding its ability to continue as a going concern due to substantial accumulated losses, net current liabilities, a large amount of overdue borrowings, and cash shortages[68][93] - The company faces a winding-up petition and a civil lawsuit initiated by China Huarong, further exacerbating going concern risks[68][69][93] - Despite management's measures to strictly control expenses, dispose of non-core businesses, expand revenue sources, formulate a restructuring plan, and seek new financing, the auditor could not form an opinion on the appropriateness of the going concern basis[70][71][94][99] Management Discussion and Analysis Business Overview In 2024, amidst global economic slowdown and domestic real estate market adjustments, the Group adapted by focusing on property leasing (Chengdu Project) and centralized heating investment, emphasizing financial stability, business diversification, service quality improvement, and social responsibility - In 2024, global economic growth generally slowed and remained divergent, while the domestic economy continued to deepen structural adjustments, with the real estate market accelerating its adjustment and transformation[72] - The Group focuses on (i) property leasing in Chengdu, Sichuan Province ("Chengdu Project") and (ii) investment in centralized heating business[72] - The Group values financial stability and operational quality, deepens its core businesses, achieves business diversification, and actively undertakes social responsibility[72] Financial Summary In 2024, property rental income significantly decreased to HK$455 thousand, with zero property sales revenue; profit attributable to owners of the company turned from loss to profit at HK$614,529 thousand, and basic earnings per share were 17.22 HK cents, with the Board not recommending any dividend payment Key Financial Summary Data (HK$ thousand/HK cents) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Property rental income | 455 | 17,603 | | Property sales revenue | – | 21,165 | | Profit/(loss) attributable to owners of the company | 614,529 | (1,422,368) | | Basic earnings/(loss) per share (HK cents) | 17.22 | (39.86) | | Cash and cash equivalents | 95 | 76 | - The decrease in property rental income was mainly due to the forced termination of leases by court order in early 2024, and property sales did not contribute to total revenue as the townhouse area was to be completed by mid-2024[73] Business Review The Chengdu Project, a primary revenue source, saw its property leasing income significantly decline due to court-ordered lease terminations, while the recoverable amount of the 49% equity in Weiheng Development in the centralized heating business was determined to be zero, reflecting a cautious industry outlook - The Chengdu Project (a five-story shopping mall center) remains almost fully leased and occupied, but property leasing income significantly decreased to HK$455 thousand due to court-ordered lease terminations[74] - The recoverable amount of the 49% equity in Weiheng Development was determined to be approximately zero as of December 31, 2024, reflecting management's cautious estimate of the industry outlook[75] (i) Chengdu Project For the year ended December 31, 2024, the five-story shopping mall center in Chengdu, Sichuan Province, remained almost fully leased, but property leasing income significantly decreased to approximately HK$455 thousand due to court-ordered lease terminations - The Group's five-story shopping mall center located at No. 19 Yongling Road, Jinniu District, Chengdu, Sichuan Province, China, held for commercial use, remained almost fully leased and occupied, serving as a primary and stable source of income for the Group[74] - Property leasing recorded income of approximately HK$455 thousand for the year ended December 31, 2024, a significant decrease from HK$17,603 thousand in 2023, mainly due to the forced termination of leases by court order in early 2024[74] (ii) Centralized Heating Business As of December 31, 2024, the recoverable amount of the 49% equity in Weiheng Development was determined to be zero after independent valuation, a significant decrease from HK$2,022 thousand in 2023, reflecting management's more cautious revision of its financial forecasts - As of December 31, 2024, the recoverable amount of the 49% equity in Weiheng Development was determined to be approximately zero (2023: HK$2,022 thousand)[75] - Weiheng Development Group's management revised Weiheng Development's financial forecasts for the year ended December 31, 2025, to derive a more cautious estimate, resulting in a decrease in revenue forecasts and a reduction in related costs[75] Impairment Losses, Fair Value Losses and Write-downs Oriental Hotel fully impaired its construction in progress amounting to HK$216,931 thousand due to project suspension from bankruptcy proceedings and insufficient cash flow; additionally, the remaining fair value of Weiheng Development's business was assessed as zero due to uncertain economic conditions - Oriental Hotel's construction project was suspended due to insufficient cash flow, leading to a full impairment of HK$216,931 thousand for construction in progress[76] - Due to uncertain economic conditions, the valuation of Weiheng Development was conducted, and the remaining fair value of Weiheng Development's business was zero[77] - A gain of HK$860,795 thousand was recorded on the deconsolidation of Oriental Hotel[77] Valuation Methodology and Reasons for Adoption The fair value of Weiheng Development's 49% equity was estimated using the discounted cash flow method, based on management's future cash flow forecasts and market condition assumptions, with the valuer referencing HKAS 36 and employing a five-year financial forecast - The discounted cash flow method was adopted for valuing the fair value of 49% equity in Weiheng Development Limited when applying the income approach[78] - The valuation is based on key qualitative factors applicable to the valuation of 49% equity in Weiheng Development, the overall economic outlook of its operating region, discussions with Weiheng Development's management, and forecasts prepared by Weiheng Development's management[78] Discount Rate The pre-tax discount rate used to determine the fair value of Weiheng Development's 49% equity decreased from 19.2% in 2023 to 17.4% in 2024, primarily due to an increase in the debt-to-equity ratio of comparable companies and a decrease in their beta coefficient Weiheng Development 49% Equity Valuation Discount Rate | Year | Pre-tax Discount Rate | | :--- | :--- | | 2024 | 17.4% | | 2023 | 19.2% | - The decrease in the discount rate was mainly due to an increase in the debt-to-equity ratio of comparable companies and a decrease in the beta coefficient of comparable companies[81] Key Assumptions The valuation is primarily based on management's future cash flow forecasts, assuming reasonable financial data, no contingent assets or liabilities, successful business development, compliance with agreement terms, unrestricted financing, stable market trends, retention of key management, no significant changes in business strategy, and the obtainment and renewal of all necessary approvals - The valuation is primarily based on the future cash flow forecasts provided by Weiheng Development Group's management for the year ended December 31, 2025, which are considered reasonable and reflect market conditions and economic fundamentals[82] - It is assumed that Weiheng Development Group has no contingent assets and liabilities, no other off-balance sheet items to be recognized or valued attributable to Weiheng Development Group, and all necessary activities will be successfully undertaken for its business development[82] - It is assumed that the availability of financing will not restrict business growth, market trends and conditions will not deviate significantly from overall economic forecasts, all key management personnel will be retained, there will be no significant changes in business strategy, and all relevant consents, business licenses, permits, or approvals will be duly granted and renewable upon expiry[82][83] Post-Reporting Period Financing Activities and Events Subsequent to the reporting period, the Nanjing court ordered the transfer of Chengdu Shopping Centre to Zhejiang Chouzhou Commercial Bank for debt repayment; the company received two winding-up petitions (one withdrawn) and signed a framework agreement for asset disposal; China Huarong also initiated a civil lawsuit against the company - The Nanjing court ordered the transfer of Chengdu Shopping Centre to Zhejiang Chouzhou Commercial Bank on February 18, 2025, to repay outstanding debts[84] - The company received a winding-up petition on May 20, 2025, involving outstanding debt of approximately HK$3,947 thousand[85] - The company signed a framework agreement with a buyer to dispose of Sino Step Inc., Vast Build Limited, and Changhe (Hunan) Real Estate Co., Ltd., each for RMB1[56] - China Huarong initiated a civil lawsuit against the company on September 16, 2025, concerning outstanding loan principal, accrued interest, and default interest[86] Outlook Despite a volatile macroeconomic environment and challenges in the property management industry, the Group remains confident in the long-term outlook, focusing in 2025 on core services, customer-centricity, optimizing project portfolios, enhancing service quality, and expanding value-added services to achieve profitable growth and business replicability - Despite the macroeconomic environment and economic development expected to remain volatile, and the property management industry undergoing structural adjustments, the Group remains confident in the long-term outlook of the property management industry[87] - In 2025, the Group will focus on "products + services + operations," centering on customers and core services to ensure stable key operational fundamentals[87] - The Group will continue to adjust its project portfolio, ensure project renewals through quality services, fully leverage existing customer resources, and upgrade its service product system in response to growing owner demands[88] - In 2025, the Group will further enhance business replicability, with the property management segment continuing to consolidate operational efficiency, focusing on quality and cash flow, and optimizing regional layout and project portfolio[88] Capital Structure As of December 31, 2024, the Group recorded net current liabilities of approximately HK$1,807,777 thousand, current assets of approximately HK$531 thousand, cash and cash equivalents of approximately HK$95 thousand, and a total capital deficit of approximately HK$1,693,352 thousand, indicating severe liquidity and insolvency conditions Key Capital Structure Data (HK$ thousand) | Metric | December 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Net current liabilities | 1,807,777 | 2,395,290 | | Current assets | 531 | 61,295 | | Current liabilities | 1,808,308 | 2,456,585 | | Cash and cash equivalents | 95 | 76 | | Total capital deficit | 1,693,352 | 2,272,608 | Borrowings and Bank Facilities and Pledges of the Group's Assets As of December 31, 2024, the Group had outstanding borrowings of approximately HK$892,750 thousand, with approximately HK$163,485 thousand of bank borrowings secured by investment properties; other borrowings were secured by equity pledges, share charges, and properties held for sale or development, resulting in a debt-to-equity ratio of -0.53, and the company faces significant overdue borrowings and a winding-up petition, severely questioning its going concern ability Borrowings and Asset Pledges (HK$ thousand) | Item | December 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Outstanding borrowings | 892,750 | 1,475,830 | | Bank borrowings (secured) | 163,485 | 271,079 | | Investment properties (pledged) | 162,283 | 167,817 | | Overdue borrowing principal | 599,722 | – | | Overdue borrowing accrued interest | 696,673 | – | - The Group's bank borrowings of approximately HK$163,485 thousand are secured by investment properties with a net book value of approximately HK$162,283 thousand; other borrowings are secured by share charges over Weiheng Development's equity, properties held for sale or development, share charges over Keyne Holdings Limited, and pledges of subsidiary equity[91] - As of December 31, 2024, the debt-to-equity ratio (calculated as borrowings divided by total deficit) was approximately -0.53[92] - As of December 31, 2024, certain borrowings with principal of approximately HK$599,722 thousand and accrued interest of approximately HK$696,673 thousand were overdue; the company faces a winding-up petition, severely questioning its going concern ability[93] 2024 Cost Control Policy The company will continue to strictly implement its cost control policy to further reduce administrative expenses while maintaining stable business operations - The company will continue to strictly implement its cost control policy to further reduce administrative expenses while maintaining stable business operations[95] 2024 Further Financial Strategy Planning The company is discussing with professional advisors to formulate a viable resumption plan, continuously reviewing its business and financial position to improve operations, rectify issues leading to suspension, and fully comply with listing rules; as of now, a total of ten property management projects have been secured - The company has been discussing with its professional advisors to explore and consider various options available to formulate a viable resumption plan to meet the resumption guidance requirements and advance the resumption process[96] - The Group will continue to review its existing business and financial position from time to time, and is committed to improving its existing business operations to rectify the issues that led to its suspension and to fully comply with the Listing Rules[96] - As of the date of this announcement, the Group has secured a total of ten property management projects[96] Foreign Exchange Risk The Group's assets and liabilities are primarily denominated in HKD, USD, and RMB, with revenue and expenses from Chinese operations mainly in RMB; the Group currently has no significant foreign exchange fluctuation risk but will closely monitor the market and take appropriate measures - The Group's assets and liabilities are primarily denominated in Hong Kong dollars, US dollars, and Renminbi; revenue and expenses generated from Chinese business operations are mainly denominated in Renminbi[97] - The Group does not have significant foreign exchange fluctuation risk; however, the Group will closely monitor the market and take appropriate adjustments and measures when necessary[97] Contingent Liabilities Aside from the contingent liabilities disclosed in the consolidated financial statements, the Group has no other known significant contingent liabilities - Other than those disclosed in the consolidated financial statements, the Group has no other contingent liabilities to its knowledge[98] Employees and Remuneration Policy For the year ended December 31, 2024, the Group employed 4 staff, with staff costs of approximately HK$3,794 thousand, a significant reduction from 2023; employee remuneration remains competitive, and bonuses are granted on a discretionary basis Employee and Remuneration Data (HK$ thousand) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Staff costs | 3,794 | 8,201 | | Number of employees | 4 | 10 | - Employee remuneration is maintained at a competitive level, and bonuses are granted on a discretionary basis[100] Final Dividend The Board resolved not to declare any final dividend for the year ended December 31, 2024 - The Board resolved not to declare any final dividend for the year ended December 31, 2024[101] Other Information Review of Financial Statements The Group's consolidated financial statements for the year ended December 31, 2024, have been reviewed by the Audit Committee and audited by RSM Hong Kong, the company's auditor - The Group's consolidated financial statements for the year ended December 31, 2024, have been reviewed by the Company's Audit Committee and audited by RSM Hong Kong, the Company's auditor[102] Review of Annual Results Announcement The figures in this preliminary announcement for the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income, and related notes as of and for the year ended December 31, 2024, have been agreed by the auditor with the amounts in the Group's annual consolidated financial statements, but the auditor has not issued an assurance report on this preliminary announcement - The figures in this preliminary announcement for the Group's consolidated statement of financial position as of December 31, 2024, and the consolidated income statement, consolidated statement of comprehensive income, and their related notes for the year ended December 31, 2024, have been agreed by the Group's auditor, RSM Hong Kong, with the amounts set out in the Group's annual consolidated financial statements[103] - The work performed by RSM Hong Kong in this regard does not constitute an assurance engagement, and therefore no assurance report has been issued on this preliminary announcement[103] Standard Code for Securities Transactions The company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers, and all current directors confirmed compliance with the code throughout the review period and up to the announcement date - The company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as its code of conduct for directors' dealings in the company's securities[104] - All current directors confirmed that they have complied with the required standards set out in the Standard Code throughout the review period and up to the date of this announcement[104] Compliance with Listing Rules and Corporate Governance Code The company has not fully complied with Listing Rules and Corporate Governance Code requirements regarding the number of independent non-executive directors, and the composition and chairmanship of the Audit, Remuneration, and Nomination Committees, primarily due to the resignation of two independent non-executive directors - The number of independent non-executive directors is below the requirement of one-third of the Board members as stipulated in Rule 3.10A of the Listing Rules, and is less than three[105] - The number of members of the Audit Committee is less than three, and none of the Audit Committee members possess the appropriate professional qualifications or accounting or related financial management expertise as required by Rule 3.10(2) of the Listing Rules[105] - Non-compliance with Rule 3.25 (composition of Remuneration Committee) and Rule 3.27A (composition of Nomination Committee) of the Listing Rules[106] - The deviations from the requirements were mainly due to the resignations of Mr. Gu Kaifu and Mr. Tang Ping Sum as independent non-executive directors on October 8, 2024, and April 15, 2025, respectively[106] Publication of Annual Results and Annual Report This audited annual results announcement has been published on the Stock Exchange and the company's website, and the annual report will be dispatched to shareholders and published on the Stock Exchange and the company's website in due course - This audited annual results announcement has been published on the Stock Exchange and the company's website[109] - The annual report will be dispatched to the company's shareholders in due course and will be published on the Stock Exchange and the company's website[109] Closure of Register of Members The company will issue a separate announcement regarding the date of the upcoming annual general meeting and the dates for the closure of the register of members - The company will issue a separate announcement regarding the date of the upcoming annual general meeting and the dates for the closure of the company's register of members[110] Resumption Guidance The Stock Exchange has imposed resumption guidance on the company, which is taking appropriate measures to rectify issues leading to trading suspension and submitted a resumption proposal on September 19, 2025, committed to fulfilling the resumption conditions - The Stock Exchange has imposed resumption guidance on the company, detailed in the "Basis of Preparation" section of the consolidated financial statements in this announcement[111] - The company is taking appropriate measures to rectify the issues that led to the suspension of trading and to fully comply with the Listing Rules to the satisfaction of the Stock Exchange, to facilitate the resumption of trading in its shares[111] - On September 19, 2025, the company submitted a resumption proposal to the Stock Exchange; the company will make further announcements in due course to inform its shareholders and the public about developments in this matter[111] Continued Suspension of Trading The company's shares have been suspended from trading on the Stock Exchange since 9:00 a.m. on April 2, 2024, and will remain suspended until further notice; shareholders and potential investors are advised to exercise caution when dealing in the company's securities - The company's shares have been suspended from trading on the Stock Exchange since 9:00 a.m. on April 2, 2024, and will continue to be suspended until further notice[112] - Shareholders and potential investors are advised to exercise caution when dealing in the company's securities[113]