CONTINENTALH：INTERIMREPORT20242025.pdf

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1、(Stock Code:00513)INTERIM REPORT 2024/2025二 零 二 四 至 二 零 二 五 年 中 期 報 告(股份代號:00513)(Stock Code:00513)INTERIM REPORT 2024/2025二 零 二 四 至 二 零 二 五 年 中 期 報 告(股份代號:00513)1ContentsPagesCondensed consolidated statement of profit or loss and other comprehensive income2Condensed consolidated statement of financ

2、ial position4Condensed consolidated statement of cash flows6Condensed consolidated statement of changes in equity7Notes to the condensed consolidated interim financial statements8Management discussion and analysis24Other information29(In the case of inconsistency,the English shall prevail over the C

3、hinese text)2The board of directors(the“Board”)of Continental Holdings Limited(the“Company”)announces the unaudited consolidated interim results of the Company and its subsidiaries(the“Group”)for the six months ended 31 December 2024 together with the comparative figures for the corresponding period

4、 in 2023 as follows:CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEUnauditedSix months ended 31 December20242023NotesHK$000HK$000Revenue4329,326200,183Cost of sales(267,112)(150,295)Gross profit62,21449,888Selling and distribution costs(9,263)(9,138)Administrative e

5、xpenses(51,508)(56,106)Other income,other gains and losses,net3,9925,406Change in fair value of financial assets at fair value through profit or loss696(412)Finance costs5(26,166)(25,122)Share of results of associates73(19)Loss before income tax6(19,962)(35,503)Income tax expense7(380)(86)Loss for t

6、he period(20,342)(35,589)Other comprehensive income for the period,net of taxItems that may be subsequently reclassified to profit or loss:Change in fair value of debt financial instruments at fair value through other comprehensive income(62)105Reclassified to profit or loss upon disposal of debt fi

7、nancial instruments at fair value through other comprehensive income105Exchange differences on translation of foreign operations(3,458)6,348Items that will not be subsequently reclassified to profit or loss:Change in fair value of equity instruments at fair value through other comprehensive income96

8、0(2,043)Other comprehensive income for the period,net of tax(2,455)4,410 Total comprehensive income for the period(22,797)(31,179)3Loss for the period attributable to:Owners of the Company(16,968)(31,677)Non-controlling interests(3,374)(3,912)(20,342)(35,589)Total comprehensive income for the period

9、 attributable to:Owners of the Company(19,508)(27,287)Non-controlling interests(3,289)(3,892)(22,797)(31,179)HK centsHK centsLoss per share for loss attributable to the owners of the Company9Basic(2.48)(4.64)Diluted(2.48)(4.64)CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIV

10、E INCOME(CONTINUED)UnauditedSix months ended 31 December20242023NotesHK$000HK$0004CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITIONUnauditedAuditedAt 31 DecemberAt 30 June20242024NotesHK$000HK$000ASSETS AND LIABILITIESNon-current assetsProperty,plant and equipment24,80925,688Right-of-use assets

11、29,77332,445Investment properties101,990,4001,990,400Intangible assets7,2687,304Mining right11479,530484,054Interests in associates1221,253Interests in joint ventures131,0381,038Financial assets at fair value through other comprehensive income28,92322,003Financial assets at fair value through profit

12、 or loss5,64610,067Deferred tax assets840840 2,568,2272,595,092 Current assetsProperties under development and properties for sales14341,332485,123Inventories146,502155,681Trade receivables1549,66761,399Prepayments,deposits and other receivables30,55617,933Financial assets at fair value through prof

13、it or loss32,521Cash and cash equivalents59,38749,156 627,447771,813 Current liabilitiesTrade payables16(58,961)(59,770)Other payables and accruals(45,772)(37,714)Contract liabilities(284)(343)Bank loans17(879,727)(882,506)Lease liabilities(5,196)(4,923)Due to related companies19(6,805)(7,379)Due to

14、 joint ventures13(1,036)(1,036)Provision for tax(2,184)(1,925)(999,965)(995,596)Net current liabilities(372,518)(223,783)Total assets less current liabilities2,195,7092,371,3095Non-current liabilitiesBank loans17(153,730)Lease liabilities(5,664)(7,834)Due to non-controlling interests18(86,429)(80,67

15、0)Due to related companies19(34,270)(30,047)Loan from a controlling shareholder20(4,240)(4,280)Deferred tax liabilities(113,073)(114,089)(243,676)(390,650)Net assets1,952,0331,980,659 EQUITYShare capital21560,673560,673Reserves1,236,8331,256,806 Equity attributable to the owners of the Company1,797,

16、5061,817,479Non-controlling interests154,527163,180 Total equity1,952,0331,980,659 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION(CONTINUED)UnauditedAuditedAt 31 DecemberAt 30 June20242024NotesHK$000HK$0006CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSUnauditedSix months ended31 December2024

17、2023HK$000HK$000Net cash generated from/(used in)operating activities137,546(27,327)Net cash generated from investing activities22,7035,806Net cash used in financing activities(151,354)(6,727)Increase/(decrease)in cash and cash equivalents8,895(28,248)Cash and cash equivalents at 1 July49,15690,695E

18、ffect of foreign exchange rate changes,net1,336(810)Cash and cash equivalents at 31 December 59,38761,637 Analysis of balance of cash and cash equivalents:Cash and bank balance59,38761,637 7CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYSharecapitalShareoptionreserveNon-distributablereserveOth

19、erreserveSpecialreserveCapitalcontributionreserveExchangefluctuationreserveAssetsrevaluationreserveFVTOCIreserveRetainedprofitsTotalNon-controlling interestsTotal equityHK$000HK$000HK$000HK$000HK$000HK$000HK$000HK$000HK$000HK$000HK$000HK$000HK$000Balance at 1 July 2024560,6735,200273,606(7,396)(2,10

20、3)28,567(33,702)36,385(6,302)962,5511,817,479163,1801,980,659Lapsed of share option upon expired(470)470Changes in ownership interest in a subsidiary without change in control(363)(102)(465)(5,364)(5,829)Transaction with owners(470)(363)(102)470 (465)(5,364)(5,829)Loss for the period(16,968)(16,968)

21、(3,374)(20,342)Exchange differences on translation of foreign operations(3,543)(3,543)85 (3,458)Change in fair value of financial assets at fair value through other comprehensive income898 898 898 Reclassified to profit or loss upon disposal of debt financial instruments at fair value through other

22、comprehensive income105 105 105 Total comprehensive income(3,543)1,003 (16,968)(19,508)(3,289)(22,797)Balance at 31 December 2024 560,673 4,730 273,606 (7,759)(2,103)28,567 (37,347)36,385 (5,299)946,053 1,797,506 154,527 1,952,033 Balance at 1 July 2023560,6736,609273,606(7,396)(2,103)28,567(31,204)

23、36,385(3,844)1,218,4442,079,737206,1962,285,933Loss for the period(31,677)(31,677)(3,912)(35,589)Other comprehensive income:Exchange differences on translation of foreign operations6,3286,328206,348Change in fair value of financial assets at fair value through other comprehensive income(2,043)(2,043

24、)(2,043)Change in fair value of debt financial instruments at fair value through other comprehensive income105105105 Total comprehensive income6,328(1,938)(31,677)(27,287)(3,892)(31,179)Balance at 31 December 2023560,6736,609273,606(7,396)(2,103)28,567(24,876)36,385(5,782)1,186,7672,052,450202,3042,

25、254,754 8NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS1.BASIS OF PREPARATIONThe condensed consolidated interim financial statements have been prepared in accordance with the Hong Kong Accounting Standard(“HKAS”)34“Interim Financial Reporting”issued by the Hong Kong Institute of Ce

26、rtified Public Accountants(the“HKICPA”)and with the applicable disclosure requirements of Appendix D2 of the Rules Governing the Listing of Securities(the“Listing Rules”)on The Stock Exchange of Hong Kong Limited(the“Stock Exchange”).In preparing the condensed consolidated interim financial statemen

27、ts,the directors of the Company considered that the Group is able to continue as a going concern notwithstanding that the Group incurred a loss attributable to the owners of the Company of approximately HK$16,968,000 during the period,and as of that date,the Groups current liabilities exceeded its c

28、urrent assets by approximately HK$372,518,000.As at 31 December 2024,the Group had bank loans of HK$879,727,000 that were classified as current liabilities while the Group only maintained its cash and cash equivalents of HK$59,387,000.When assessing the appropriateness of the use of the going concer

29、n basis for the preparation of the condensed consolidated interim financial statements,the directors of the Company have given careful consideration to the future liquidity and performance of the Group and the Groups available source of financing,having regard to the following plans and measure,in a

30、ssessing whether the Group will have sufficient financial resources to continue as a going concern:1.Subsequent to reporting date,the Group continued to handover completed units of properties for sale to buyers,with a total consideration of approximately HK$60,200,000,together with remaining propert

31、ies are expected to be sold at a margin sufficient to cover relevant bank loans outstanding balance.Any surplus funds after repaying the bank loans will be used as additional working capital for the Group;2.The directors of the Company expected that the bank loans classified as current liabilities c

32、ould be repaid as scheduled or renewed upon expiry,based on the Groups past good track records of compliance,including timely settlement and the availability of sufficient assets as collaterals.In addition,the Group has undrawn banking facilities over HK$283,000,000 for working capital purpose;and3.

33、The Group will continue its effort to enhance its operations and implement measures to tighten cost control over various operating expenses to improve its cash flows from operations to strengthen the working capital of the Group.In the opinion of the directors,taking into account the above plans and

34、 measures,the Group will have sufficient working capital to finance its operation and meet its financial obligations as and when they fall due.Accordingly,the directors consider it is appropriate to prepare the condensed consolidated interim financial statements on a going concern basis.91.BASIS OF

35、PREPARATION(CONTINUED)Should the Group fail to achieve the above plans and measures,it might not be able to continue as a going concern,and adjustments would have to be made to write down the carrying value of the Groups assets to their recoverable amounts,to provide for any further liabilities whic

36、h might arise,and to reclassify non-current assets and non-current liabilities as current assets and current liabilities,respectively.The effects of these adjustments have not been reflected in the condensed consolidated interim financial statements.The condensed consolidated interim financial state

37、ments have been prepared in accordance with Hong Kong Financial Reporting Standards(“HKFRSs”)on the historical cost basis except for the investment properties and certain financial assets,which are measured at fair values.The accounting policies and basis of preparation adopted in the preparation of

38、 the condensed consolidated interim financial statements are consistent with those used in the Groups annual financial statements for the year ended 30 June 2024.This interim financial report contains condensed consolidated financial statements and selected explanatory notes.The notes include an exp

39、lanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the annual financial statements of the Group for the year ended 30 June 2024.The condensed consolidated interim financial statements and notes thereon

40、do not include all of the information required for a full set of financial statements prepared in accordance with HKFRSs.The financial information relating to the year ended 30 June 2024 that is included in the condensed consolidated interim financial statements as comparative information does not c

41、onstitute the Companys statutory annual consolidated financial statements for that year but is derived from those financial statements.Further information relating to these statutory financial statements required to be disclosed in accordance with section 436 of the Hong Kong Companies Ordinance(Cap

42、.622)(the“Companies Ordinance”)is as follows:The Company has delivered the financial statements for the year ended 30 June 2024 to the Registrar of Companies in accordance with section 662(3)of,and Part 3 of Schedule 6 to,the Companies Ordinance.The Companys auditor has reported on those financial s

43、tatements.The auditors report was unqualified;did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying its report;and did not contain a statement under section 406(2),407(2)or(3)of the Companies Ordinance.102.SUMMARY OF SIGNIFICANT ACCOUNTI

44、NG POLICIES(a)New amended standards adopted by the GroupIn the current interim period,the Group has applied,for the first time,the following new and revised HKFRSs and amendments which are relevant to and effective for the Groups interim financial statements for interim period beginning on 1 July 20

45、24,issued by the HKICPA.Amendments to HKAS 1Classification of Liabilities as Current or Non-current(the“2020 Amendments”)Amendments to HKAS 1Non-current Liabilities with Covenants (the“2022 Amendments”)HK Interpretation 5(Revised)Presentation of Financial Statement Classification by the Borrower of

46、a Term Loan that Contains a Repayment on Demand ClauseAmendments to HKAS 7 and HKFRS 7Supplier Finance ArrangementAmendments to HKFRS 16Lease Liability in a Sale and Leaseback(b)New standards and amendments to standards issued but are not yet effectiveThe following new and revised HKFRSs,potentially

47、 relevant to the Groups financial statements,that have been issued,but are not yet effective in the financial period of which the condensed consolidated interim financial statements were prepared,have not been early adopted by the Group.Amendments to HKAS 21Lack of Exchangeability1Amendments to HKFR

48、S 9 and HKFRS 7Amendments to the Classification and Measurement of Financial Instruments2HKFRS 1,HKFRS 7,HKFRS 9,HKFRS 10 and HKAS 7Annual Improvements to HKFRS Accounting Standards Volume 112HKFRS 18Presentation and Disclosure in Financial Statements3HKFRS 19Subsidiaries without Public Accountabili

49、ty:Disclosures3Amendments to HKFRS 10 and HKAS 28Sale or Contribution of Assets between an Investor and its Associate or Joint Venture41 Effective for annual periods beginning on or after 1 January 20252 Effective for annual periods beginning on or after 1 January 20263 Effective for annual periods

50、beginning on or after 1 January 20274 No mandatory effective date yet determined by available for adoption113.SEGMENT INFORMATIONThe Group determines its operating segments based on the reports reviewed by the chief operating decision-maker that are used to assess performance and allocate resources.

51、The chief operating decision-maker has been identified as the Companys executive directors.The executive directors have identified the Groups four(2023:four)business lines as operating segments.The Group has identified the following reportable segments:Jewellery Business;Property investment and deve

52、lopment;Mining operation;and InvestmentEach of these operating segments is managed separately as each of the product and business lines requires different resources as well as marketing approaches.All inter-segment transfers,if any,are carried out at arms length prices.UnauditedSix months ended 31 D

53、ecemberJewellery BusinessProperty investment and developmentMining operationInvestmentConsolidated2024202320242023202420232024202320242023HK$000HK$000HK$000HK$000HK$000HK$000HK$000HK$000HK$000HK$000Segment Revenue:Sales to/revenue from external parties162,355187,901165,88210,3831,0891,899329,326200,

54、183 Segment results7,759(8,804)(21,008)(20,250)(6,987)(4,590)2,3791,061(17,857)(32,583)Unallocated expenses(973)(1,080)Finance costs(1,132)(1,840)Loss before income tax(19,962)(35,503)124.REVENUERevenue from the Groups principal activities during the period is as follows:UnauditedSix months ended 31

55、 December20242023HK$000HK$000Revenue from contracts with customersTiming of revenue recognised for sales of goods at a point in time Revenue from jewellery business162,355187,901 Revenue from properties investment and development152,886Revenue from other sourcesRental income12,99610,383Interest inco

56、me3311,044Dividend income from investments758855 329,326200,183 5.FINANCE COSTSUnauditedSix months ended 31 December20242023HK$000HK$000Interest charges on:Bank loans27,18333,083Interest on lease liabilities360404Imputed interest expenses arising from amount due to a related company325670 Total borr

57、owing costs27,86834,157 Less:Interests capitalised in properties under development(note 14)(1,702)(9,035)26,16625,122 136.LOSS BEFORE INCOME TAXThe Groups loss before income tax is arrived at after charging/(crediting):UnauditedSix months ended 31 December20242023HK$000HK$000Cost of inventories sold

58、267,112150,295Depreciation of Property,plant and equipment1,6862,286 Right-of-use assets2,9912,992Low-value assets leases charges409485Provision for inventories*895237Fair value loss/(gain)on derivative financial instruments forward currency contracts(31)Net foreign exchange loss/(gain)1,480(247)Gai

59、n on disposal of property,plant and equipment(68)(32)Provision for expected credit loss on trade receivables741782Written off of property,plant and equipment177 *Provision for inventories was included in“cost of sales”7.INCOME TAX EXPENSEThe amount of income tax expense charged to the condensed cons

60、olidated statement of profit or loss and other comprehensive income represents:UnauditedSix months ended 31 December20242023HK$000HK$000Current taxHong Kong372139Under/(over)provision in prior years41(18)413121 Deferred taxationPeoples Republic of China(33)(35)Total income tax expense38086 Hong Kong

61、 profits tax has been provided at the rate of 16.5%(2023:16.5%)on the estimated assessable profits arising in Hong Kong during the period.Taxes on profits assessable elsewhere have been calculated at the applicable rates of tax prevailing in the jurisdictions in which the Group operates,based on exi

62、sting legislation,interpretations and practices in respect thereof.148.DIVIDENDSThe Board does not recommend any payment of an interim dividend for the six months ended 31 December 2024(2023:Nil).9.LOSS PER SHAREThe calculations of basic and diluted loss per share attributable to the owners of the C

63、ompany are based on the following data:UnauditedSix months ended 31 December20242023HK$000HK$000Loss attributable to the owners of the Company for the purpose of basic loss per share(16,968)(31,677)Number of shares20242023Weighted average number of ordinary shares for the purpose of basic loss per s

64、hare683,118,258683,118,258Effect of dilutive potential ordinary shares in respect of share option Weighted average number of ordinary shares for the purpose of diluted loss per share683,118,258683,118,258 The calculation of basic loss per share attributable to the owners of the Company for the six m

65、onths ended 31 December 2024 was based on the loss attributable to the owners of the Company of HK$16,968,000(2023:loss of HK$31,677,000)and on the weighted average of 683,118,258(2023:683,118,258)ordinary shares in issue during the period.For the six months ended 31 December 2024 and 2023,the compu

66、tation of diluted loss per share did not assume the exercise of share option as they were anti-dilutive.1510.INVESTMENT PROPERTIESUnauditedAuditedAt 31 DecemberAt 30 June20242024HK$000HK$000Opening carrying amount1,990,4002,078,100Additions238Net loss from fair value adjustments(87,938)Closing carry

67、ing amount1,990,4001,990,400 As at 31 December 2024,the Groups investment properties with carrying amount of HK$1,990,400,000(30 June 2024:HK$1,990,400,000)were pledged to secure certain bank loans granted to the Group.11.MINING RIGHTUnauditedAuditedAt 31 DecemberAt 30 June20242024HK$000HK$000Openin

68、g net carrying amount 484,054477,531Reversal of impairment for the period/year9,406Exchange realignment(4,524)(2,883)Closing net carrying amount 479,530484,054 Gross carrying amount887,686896,060Accumulated amortisation(4,018)(4,056)Accumulated provision of impairment(404,138)(407,950)Net carrying a

69、mount479,530484,054 1612.INTERESTS IN ASSOCIATESUnauditedAuditedAt 31 DecemberAt 30 June20242024HK$000HK$000Share of net assets3,89825,151Provision for impairment(3,898)(3,898)21,253 As of 31 December 2024,approximately HK$21,327,000 of the total net assets of a principal associate of Group ceased t

70、o be classified as an investment in associates.It was reclassified as financial assets measured at fair value through other comprehensive income.13.INTERESTS IN JOINT VENTURESUnauditedAuditedAt 31 DecemberAt 30 June20242024HK$000HK$000Share of net assets1,0381,038 Due to joint ventures(1,036)(1,036)

71、The amounts due are unsecured,interest-free and repayable on demand.14.PROPERTIES UNDER DEVELOPMENT AND PROPERTIES FOR SALES UnauditedAuditedAt 31 DecemberAt 30 June20242024HK$000HK$000Properties under development212,631210,871Properties for sales128,701274,252 341,332485,123 1714.PROPERTIES UNDER D

72、EVELOPMENT AND PROPERTIES FOR SALES(CONTINUED)As at 31 December 2024,properties under development amounting to approximately HK$212,631,000(30 June 2024:HK$210,871,000)were not expected to be realised within the next twelve months from the end of the reporting date.As at 31 December 2024,the Groups

73、properties under development and properties for sales with aggregate net carrying amounts of approximately HK$341,332,000(30 June 2024:HK$485,123,000)were pledged to secure certain bank loans granted to the Group.15.TRADE RECEIVABLESThe Group normally grants credit terms to its customers according t

74、o industry practice together with consideration of their creditability,repayment history and years of establishment.Each customer has a maximum credit limit.The Group seeks to maintain strict control over its outstanding receivables.Overdue balances are regularly reviewed by senior management.An age

75、ing analysis of trade receivables,net of provision,as at the reporting date,based on the date of recognition of the sale,is as follows:Over0-30 days31-60 days61-90 days90 daysTotalHK$000HK$000HK$000HK$000HK$000Unaudited balance at 31 December 20249,36523,65013,9202,73249,667 Audited balance at 30 Ju

76、ne 202424,99318,76614,6113,02961,399 16.TRADE PAYABLESThe credit terms of trade payables vary according to the terms agreed with different suppliers.The ageing analysis of trade payables of the Group as at the reporting date,based on the invoice dates,is as follows:Over0-30 days31-60 days61-90 days9

77、0 daysTotalHK$000HK$000HK$000HK$000HK$000Unaudited balance at 31 December 202414,9325,21312,64126,17558,961 Audited balance at 30 June 202417,6769,4688,28124,34559,770 1817.BANK LOANSAt 31 December 2024,the Groups bank loans is as follows:UnauditedAuditedAt 31 December 2024At 30 June 2024Current Lia

78、bilitiesHK$000HK$000Portion of bank loans due for repayment within one year Guaranteed31,96220,354 Secured and guaranteed813,218169,368 845,180189,722Portion of bank loans due for repayment after one year which contain a repayable on demand clause Secured and guaranteed34,547692,784 879,727882,506 N

79、on-current liabilitiesPortion of bank loans due for repayment after one year Secured and guaranteed153,730 153,730 At 31 December 2024,the bank loans were scheduled to repay as follows:Repayable within one year845,180189,722Repayable in the second year7,348815,593Repayable in the third to fifth year

80、,inclusive27,19930,921 879,7271,036,236 At 31 December 2024,the Groups bank loans facilities were secured/guaranteed by the followings:(a)legal charges over the Groups investment properties,properties under development and properties for sales,certain property,plant and equipment and right-of-use as

81、sets;(b)corporate guarantees executed by the Company and non-controlling interest respectively;1917.BANK LOANS(CONTINUED)(c)ordinary shares of an indirectly owned subsidiary of the Company;(d)assignment of rental income of certain investment properties;and(e)assignment of sales proceeds of propertie

82、s under development and properties for salesThe bank loans facilities of the Group denominated in Hong Kong Dollar of HK$862,766,000(30 June 2024:HK$1,024,440,000)and US Dollar in the equivalent amount of HK$16,961,000(30 June 2024:HK$11,796,000)have floating interest rates ranging from 4.79%to 6.89

83、%(30 June 2024:5.05%to 8.5%)per annum.18.DUE TO NON-CONTROLLING INTERESTSUnauditedAuditedAt 31 December2024At 30 June2024HK$000HK$000Non-current liabilitiesDue to non-controlling interests86,42980,670 The amounts due are unsecured,interest free and not repayable within the next twelve months.19.DUE

84、TO RELATED COMPANIESUnauditedAuditedAt 31 December 2024At 30 June2024HK$000HK$000Current liabilitiesDue to related companies(note(a)6,8057,379 Non-current liabilitiesDue to related companies(note(b)34,27030,047 (a)The amount due to related companies is unsecured,interest-free and due for repayment w

85、ithin the next twelve months from the reporting date.(b)The amounts due to related companies are unsecured,interest-free and not repayable within the next twelve months from the reporting date.2020.LOAN FROM A CONTROLLING SHAREHOLDERUnauditedAuditedAt 31 December 2024At 30 June2024HK$000HK$000Non-cu

86、rrent liabilitiesLoan from a controlling shareholder4,2404,280 As at 31 December 2024,a loan of RMB4,000,000(equivalent to approximately HK$4,240,000)(30 June 2024:RMB4,000,000(equivalent to approximately HK$4,280,000)is advanced from Ms.Cheng Siu Yin,Shirley and is unsecured,interest-free and due f

87、or repayment on 25 October 2026.21.SHARE CAPITALNumber ofordinary sharesTotalHK$000Issued and fully paid:At 30 June 2024 and 31 December 2024683,118,258560,673 There were no movements in share capital during the six months ended 31 December 2024.22.SHARE OPTION SCHEMEThe Company adopted a share opti

88、on scheme on 13 July 2010(the“2010 Share Option Scheme”),which has been expired on 12 July 2020.Therefore,the Company adopted a new share option scheme on 22 December 2020(the“2020 Share Option Scheme”).No share option has been granted under the 2020 Share Option Scheme since it has been adopted.Det

89、ails of the outstanding share options under 2010 Share Option Scheme are as below:As at 31 December 2024Number of share options Date of grantExercisable periodExercise price per shareAt the beginning of the periodGranted during the periodExercised during the periodLapsed during the periodAt the end

90、of the periodHK$25 July 201425 July 2014 to 24 July 20241.211,000,000(1,000,000)7 July 20157 July 2015 to 6 July 20252.454,000,0004,000,0003 November 20163 November 2016 to 2 November 20261.494,000,0004,000,00022 June 202022 June 2020 to 21 June 20300.521,200,0001,200,000 10,200,000(1,000,000)9,200,

91、000 2122.SHARE OPTION SCHEME(CONTINUED)As at 30 June 2024Number of share options Date of grantExercisable periodExercise price per shareAt the beginning of the yearGranted during the yearExercised during the yearLapsed during the yearAt the end of the yearHK$19 June 201419 June 2014 to 18 June 20241

92、.382,000,000(2,000,000)25 July 201425 July 2014 to 24 July 20241.211,000,0001,000,0007 July 20157 July 2015 to 6 July 20252.454,000,0004,000,0003 November 20163 November 2016 to 2 November 20261.494,000,0004,000,00022 June 202022 June 2020 to 21 June 20300.521,200,0001,200,000 12,200,000(2,000,000)1

93、0,200,000 During the six months ended 31 December 2024,1,000,000 options were lapsed,and no option were granted and exercised(2023:Nil).Weighted average exercise price of outstanding share options is HK$1.78(30 June 2024:HK$1.72)and the weighted average remaining contractual life of outstanding shar

94、e options is approximately 1.5 years(30 June 2024:2 years).23.FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTSThe following table gives information about how the fair values of these financial assets and liabilities are determined,as well as the level of the fair value hierarchy into which the fair

95、value measurements are categorised(levels 1 to 3)based on the degree to which the inputs to the fair value measurements is observable.Level 1:quoted prices(unadjusted)in active market for identical assets;Level 2:inputs other than quoted prices included within Level 1 that are observable for the ins

96、truments and derivatives,either directly(i.e.as prices)or indirectly(i.e.derived from prices);and Level 3:inputs for the instruments that are not based on observable market data(unobservable inputs).2223.FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS(CONTINUED)The level in the fair value hierarchy

97、 within which the financial assets and liabilities is categorised in its entirety is based on the lowest level of input that is significant to the fair value measurement.The financial assets and liabilities measured at fair value in the condensed consolidated statement of financial position are grou

98、ped into the fair value hierarchy as follows:Level 1Level 2Level 3TotalHK$000HK$000HK$000HK$000As at 31 December 2024Financial assets at fair value through other comprehensive income:Unlisted equity investments in Hong Kong21,32721,327 Listed equity investments in Hong Kong7,3067,306 Listed equity i

99、nvestments in elsewhere290290Financial assets at fair value through profit or loss:Listed equity securities in Hong Kong33 Investment fund in Hong Kong5,6465,646 7,59926,97334,572 As at 30 June 2024Financial assets at fair value through other comprehensive income:Listed equity investments in Hong Ko

100、ng16,95616,956 Listed equity investments in elsewhere499499 Listed bonds in Hong Kong2,2982,298 Listed bonds in elsewhere2,2502,250Financial assets at fair value through profit or loss:Listed equity securities in Hong Kong2,5052,505 Investment fund in Hong Kong5,7955,795 Investment fund in elsewhere

101、4,2724,272 Derivative financial instruments1616 24,50810,08334,591 During the period,there were no transfers of fair value measurements between Level 1 and Level 2 and no transfers into or out of Level 3(30 June 2024:Nil).24.CAPITAL COMMITMENTSAt reporting date,the Group had outstanding capital comm

102、itments as follows:UnauditedAuditedAt 31 December2024At 30 June2024HK$000HK$000Contracted but not provided for:Investment properties 2325.LEASE ARRANGEMENTSAs lessorThe Group leases certain properties(note 10)under lease arrangements,with leases negotiated for term of one to three years.None of the

103、leases include contingent rentals.At 31 December 2024,the Group had total future minimum lease receivables under non-cancellable leases with its tenants falling due as follows:UnauditedAuditedAt 31 December2024At 30 June2024HK$000HK$000Within one year22,06725,922After one year but within two years11

104、,68015,596After two years but within three years4,0684,427 37,81545,945 26.RELATED PARTY TRANSACTIONSSaved as disclosed elsewhere in these condensed consolidated interim financial statements,during the interim period,the Group entered into the following related party transactions:(a)During the six m

105、onths ended 31 December 2024,imputed interest expenses of HK$325,000(2023:HK$670,000)were incurred to a related company of which Ms.Cheng Siu Yin,Shirley is a director and key management personnel.(b)Compensation of key management personnel.Included in employee benefit expenses are key management pe

106、rsonnel compensation and comprise the following:UnauditedSix months ended31 December20242023HK$000HK$000Short term employee benefits4,4383,958Post-employment benefits153144 4,5914,102 (c)As at 31 December 2024,included in due to non-controlling interests,an amount of HK$55,814,000(2023:HK$41,875,000

107、)was due to a related company which is owned by Ms.Cheng Siu Yin,Shirley and Mr.Chan Wai Lap,Victor.24MANAGEMENT DISCUSSION AND ANALYSISOPERATING RESULTSThe Groups consolidated revenue for the six months ended 31 December 2024 recorded an increase of approximately HK$129,143,000 or 65%from the last

108、interim period of HK$200,183,000 to HK$329,326,000.The increase in revenue was mainly attributable to the sales of properties of HK$152,886,000.During the period under review,loss attributable to owners of the Company was HK$16,968,000,as compared to loss attributable to owners of the Company of HK$

109、31,677,000 for the corresponding period last year.For the six months ending 31 December 2024,basic loss per share was HK2.48 cents(2023:basic loss per share of HK4.64 cents).BUSINESS REVIEWDuring the reporting period,the jewellery sector continued to face a challenging operating environment,exacerba

110、ted by persistent macroeconomic uncertainties.Collectively slower-than-expected global economic growth,inflationary pressures,compounded with high interest rate,and heightened geopolitical tensions,overall hindered global recovery.These factors,coupled with weak consumer sentiment and cautious purch

111、asing behavior,adversely impacted demand for luxury products,including jewellery.The record-breaking gold prices further compounded the challenges,as customers deferred jewellery purchases amidst the volatile market environment.In response,retailers adopted conservative inventory management strategi

112、es,closely monitoring stock levels and reducing replenishment orders.These factors collectively contributed to a decline in the Groups jewellery segment revenue,which decreased by approximately HK$25,546,000 or 14%,from HK$187,901,000 in the prior interim period to HK$162,355,000 for the six months

113、ended 31 December 2024.Despite the revenue decline,the Group remained resilient by implementing various cost control measures to navigate the difficult market conditions.As a result,the jewellery segment achieved a profit of HK$7,759,000 for the six months ended 31 December 2024,representing a turna

114、round from the loss of HK$8,804,000 recorded in the last interim period.Looking ahead,the Group is committed to strengthening its competitive edge through enhanced merchandising initiatives.It continues to improve by expanding its R&D efforts,focusing on the development of more market-adaptable prod

115、ucts,such as lightweight jewellery items,that cater to evolving consumer preferences and respond effectively to macro-environmental trends.Additionally,the Group is optimizing its production and logistics processes to ensure faster delivery times,enabling greater flexibility to adapt to shifting buy

116、ing patterns while delivering enhanced value-added services.In 2024,Hong Kongs real estate market faced significant challenges as the struggle for recovery persisted amidst a high-interest rate environment and a reduced demand compounded by oversupply of properties.Both residential and commercial se

117、ctors experienced downward pressure on prices and rents,making the year particularly difficult for developers and investors alike.25The Groups revenue from sales of properties and rental income during the period amounted to approximately HK$152,886,000 and HK$12,996,000 respectively,representing an

118、increase of HK$155,499,000 from the corresponding period of 2023 of HK$10,383,000.The substantial increase in revenue was mainly from the sale of a residential project,Amber Place during the period.As at the date of this report,Amber Place has achieved total contracted sales of approximately HK$213,

119、100,000,of which HK$152,886,000 has been recognized as revenue in the reporting period whilst HK$60,214,000 is anticipated to be recognized as revenue in the second half of the financial year ending 30 June 2025 upon the handover of the completed units to buyers.Out of a total of 42 residential unit

120、s,36 units have entered contracted sales,representing approximately 85.7%of the total.Revenue from rental income during the period amounted to approximately HK$12,996,000,representing an increase of HK$2,613,000 compared to the corresponding period in 2023,which recorded HK$10,383,000.The growth in

121、rental income was primarily attributed to One Continental（恒匯中心）,where more units were successfully leased out during the period.In December 2021,the Group acquired six properties located at No.164-164A Boundary Street,Kowloon,with a site area of approximately 5,054 sq.ft.and a developable gross floo

122、r area of approximately 25,270 sq.ft.Demolition of the old building has been completed,and the intention is to redevelop into a residential development.“One Continental（恒匯中心）”is located at No.232 Wan Chai Road,Hong Kong.The Group currently holds 75%of the interests in“One Continental”,a premium grad

123、e office and retail composite building of 28-storey tall with a gross floor area of approximately 86,970 sq.ft.Despite the challenges posed by oversupplies and high financing costs,the Group managed to secure quality tenants during the second half of 2024.The Group owns 90%of its interests in the si

124、te at No.1 of Cheung Wah Street,Cheung Sha Wan,Kowloon,with a site area of approximately 3,240 sq.ft.The site has been developed into a 25-storey residential development with a 2-storey retail podium/high-rise composite building,with a gross floor area of approximately 29,147 sq.ft.The project has b

125、een named“Amber Place（恒珀）”and the occupation permit has been obtained in July 2023.The residential development offers a total of 42 residential units.The Group holds certain investment properties comprising 12 floors of commercial properties located at No.65 Castle Peak Road,Yuen Long,and 2 shops wi

126、th several office units located at No.19-23 Hart Avenue,Kowloon.The investment properties are generating a stable rental income for the Group during the period.With a diverse and balanced property portfolio,the Group remains committed to navigating the challenging real estate environment.The Group b

127、elieves that its strategic investments and projects will continue to generate steady income and long-term returns,even as the broader market faces downward pressure.26In the mining,operation at Hongzhuang Gold Mine was minimised.The Company was focused on the exploration at the north eastern of Yuan

128、ling.Meanwhile,we will continue developing new shaft and re-visiting the old shaft in the Yuanling mine site.No revenue was recorded for the period under review as these mines did not carry out any production activities.Apart from the minimal operations on both mines,no large-scale capital investmen

129、t was carried out during the period under review.BUSINESS PROSPECTSThe Group remains cautiously optimistic despite ongoing challenges in both the jewellery and property sectors.In the jewellery segment,global economic uncertainties,elevated gold prices,and restrained consumer spending are expected t

130、o persist.To navigate these challenges,the Group will maintain adaptability and flexibility in product development while exercising prudence in managing its cost structure.In the property segment,Hong Kongs real estate market continues to face pressure due to high interest rates and oversupply.The G

131、roup will prioritize maximizing occupancy rates,especially at properties like One Continental,and adopt flexible leasing strategies to navigate the tenant-favorable market conditions.By maintaining a balanced approach,leveraging our portfolio,and implementing cost control measures,the Group aims to

132、generate steady income and returns while positioning ourselves to capitalize on future recovery opportunities in both sectors.INTERIM DIVIDENDThe Board does not recommend any payment of an interim dividend for the six months ended 31 December 2024(2023:Nil).LIQUIDITY,FINANCIAL RESOURCES AND GEARINGA

133、s at 31 December 2024,the Groups gearing ratio was 0.3306(30 June 2024:0.3619),which is calculated on net debt divided by total equity plus net debt.Net debt is calculated as the sum of bank and other borrowings less cash and cash equivalents.The cash and cash equivalents of HK$59,387,000(30 June 20

134、24:HK$49,156,000)which were mainly denominated in Hong Kong Dollar,US Dollar,Renminbi and British Pound.Other borrowings in respect of amounts due to joint ventures,amounts due to related companies,loan from a controlling shareholder,amounts due to non-controlling interests and lease liabilities wer

135、e approximately of HK$143,640,000(30 June 2024:HK$136,169,000).Bank loans denominated in Hong Kong Dollar and US Dollar were approximately HK$879,727,000(30 June 2024:HK$1,036,236,000).Details of pledge of assets in respect of bank loans are set out in the section PLEDGE OF ASSETS.In line with the G

136、roups prudent financial management,the directors considered that the Group has sufficient working capital to meet its ongoing operational requirements.27PLEDGE OF ASSETSAs of 31 December 2024,the Groups bank loans denominated in Hong Kong Dollar of HK$862,766,000(30 June 2024:HK$1,024,440,000)are se

137、cured by the Groups certain property,plant and equipment,investment properties,certain right-of-use assets,properties under development and properties for sales,pledged by ordinary shares of certain subsidiaries of the Company and guaranteed by corporate guarantees executed by the Company.Whereas,a

138、bank loan denominated in US Dollar in the equivalent amount of HK$16,961,000(30 June 2024:HK$11,796,000)are guaranteed by corporate guarantees executed by the Company and/or secured by all the assets of a subsidiary of the Company.CONTINGENT LIABILITIESAs at 31 December 2024,the Company has provided

139、 guarantees to the extent of HK$704,487,000(30 June 2024:HK$843,690,000)with respect to bank loans to its subsidiaries.Under the guarantees,the Company would be liable to pay the banks if the banks are unable to recover the loans.At the reporting date,no provision for the Companys obligation under t

140、he guarantee contracts has been made as the directors considered that it was unlikely the repayment of the loans would be in default.CAPITAL STRUCTUREAll the Groups borrowings are denominated in Hong Kong Dollar,US Dollar and Renminbi.Interest is determined with reference to Hong Kong Interbank Offe

141、red Rate or Prime Rate for Hong Kong Dollar borrowings,Secured Overnight Financing Rate and US Prime Rate for US Dollar borrowings and the benchmark lending rate of the Peoples Bank of China for Renminbi borrowings.The Group also made use of foreign exchange forward contracts in order to minimise ex

142、change rate risk as a result of fluctuation in British Pound.There was no change to the Groups capital structure during the six months ended 31 December 2024.In light of the current financial position of the Group and provided that there is no unforeseeable circumstance,the management does not antic

143、ipate the need to change the capital structure.ADVANCE FROM A CONTROLLING SHAREHOLDERAs at 31 December 2024,loans in the total amount of RMB4,000,000(equivalent to approximately HK$4,240,000)was advanced from Ms.Cheng Siu Yin,Shirley.Further details were set out in note 20 to the condensed consolida

144、ted interim financial statement.NUMBER OF EMPLOYEES AND REMUNERATION POLICIESAs at 31 December 2024,the Group employs a total of approximately 451 employees(30 June 2024:465)with the majority in the PRC.The Groups remuneration to its employees is largely based on common industrial practice.In order

145、to attract,retain and motivate the eligible employees,including the directors,the Company has adopted share option schemes.28SHARE OPTION SCHEMESThe Company adopted a share option scheme on 13 July 2010(the“2010 Share Option Scheme”),which has been expired on 12 July 2020.Therefore,the Company has a

146、dopted a new share option scheme on 22 December 2020(the“2020 Share Option Scheme”).No share option has been granted under the 2020 Share Option Scheme since it has been adopted.As at 31 December 2024,there were options for 9,200,000 shares were valid and outstanding under the 2010 Share Option Sche

147、me.Details of the outstanding share options under the 2010 Share Option Scheme held by the directors and employees of the Company during the period ended 31 December 2024 are as follows:Number of share options Name of GranteeDate of Grant(dd/mm/yyy)Exercisable period(dd/mm/yyy)Exercise price per sha

148、reClosing price per Share immediately before grant Balance as at 1 July 2024Granted during the periodExercise during the periodLapsedduringthe periodBalance as at 31 December 2024(HK$)(HK$)Mr.Chan Wai Lap,Victor07/07/201507/07/2015-06/07/20252.452.001,000,0001,000,00003/11/201603/11/2016-02/11/20261

149、.491.501,000,0001,000,000Ms.Chan Wai Kei,Vicki07/07/201507/07/2015-06/07/20252.452.001,000,0001,000,00003/11/201603/11/2016-02/11/20261.491.501,000,0001,000,000Mr.Yam Tat Wing07/07/201507/07/2015-06/07/20252.452.001,000,0001,000,00003/11/201603/11/2016-02/11/20261.491.501,000,0001,000,000Mr.Wong Edw

150、ard Gwon-hing25/07/201425/07/2014-24/07/20241.211.201,000,0001,000,00007/07/201507/07/2015-06/07/20252.452.001,000,0001,000,00003/11/201603/11/2016-02/11/20261.491.501,000,0001,000,000Other Employees22/06/202022/06/2020-21/06/20300.520.511,200,0001,200,000 10,200,0001,000,0009,200,000 Save as disclo

151、sed above,no other options under the 2010 Share Option Scheme were outstanding at the beginning or at the end of the period ended 31 December 2024 and no other options were granted,exercised,cancelled or lapsed at any time during the period.EXPOSURE TO FINANCIAL RISK AND RELATED HEDGESThe Group util

152、ises conservative strategies on its financial risk management and the market risk had been kept to minimum.With the exception of the UK subsidiaries,all transactions and the borrowings of the Group are primarily denominated in US Dollar,Hong Kong Dollar and Renminbi.During the period,the Group had e

153、ntered into foreign exchange forward contract in order to minimise the exchange rate risk as a result of fluctuation in British pound.Management will continue to monitor the foreign exchange risk in British Pound and recent fluctuation in Renminbi and will take appropriate actions when necessary.29O

154、THER INFORMATIONPURCHASE,SALE OR REDEMPTION OF LISTED SECURITIES OF THE COMPANYNeither the Company nor any of its subsidiaries purchased,sold or redeemed any of the Companys listed securities during the six months ended 31 December 2024.DIRECTORS INTERESTS AND SHORT POSITIONS IN SHARES,UNDERLYING SH

155、ARES AND DEBENTURESAs at 31 December 2024,the interests and short positions of the Directors and chief executive(s)in the shares,underlying shares and debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance(the“SFO”)as rec

156、orded in the register maintained by the Company under Section 352 of Part XV of the SFO or as otherwise notified to the Company and Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers(the“Model Code”)were as set out below:1.Interests in the CompanyNum

157、ber of ordinary shares of the Company Name of directorsPersonal interestCorporate interestUnderlying interestTotalPercentage of the Companys issued share capitalChan Wai Lap,Victor270,0002,000,000(Note 2)2,270,0000.33%Cheng Siu Yin,Shirley506,339,522(Note 1)506,339,52274.12%Chan Wai Kei,Vicki2,000,0

158、00(Note 2)2,000,0000.29%Wong Edward Gwon-hing2,000,000(Note 2)2,000,0000.29%Chan Ping Kuen,Derek20,00020,0000.003%Yam Tat Wing240,0002,000,000(Note 2)2,240,0000.33%Notes:1.Such interests are held by Tamar Investments Group Limited(“Tamar”),which is a company owned as to 70%by Ms.Cheng Siu Yin,Shirle

159、y.Ms.Cheng Siu Yin,Shirley and Mr.Chan Wai Lap,Victor are directors of Tamar.2.These interests represented the interests in underlying shares of the Company in respect of share options granted to the Directors.302.Interests in associated corporationTamar Investments Group LimitedPercentage of the is

160、sued share capital of the associated corporationNumber of ordinary shares of the associated corporationName of directorsPersonal interestCorporate interestUnderlying interestTotalCheng Siu Yin,Shirley707070%Chan Wai Lap,Victor161616%Chan Wai Kei,Vicki777%Chan Mei Kei,Alice777%Except as disclosed abo

161、ve,at the reporting date,none of the Directors and chief executive(s)had any interests or short positions in the shares,underlying shares and debentures of the Company or any of its associated corporations as recorded in the register required to be kept by the Company under Section 352 of Part XV of

162、 the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.SUBSTANTIAL SHAREHOLDERSAs at 31 December 2024,so far as the Company is aware,the interests or short positions of the person(s)or corporation(s)(other than Director(s)or chief executive(s)of the Compan

163、y)in the shares or underlying shares of the Company which would fall to be disclosed under the provision of Part XV of the SFO or as recorded in the register kept by the Company pursuant to section 336 of the SFO were as follows:Name of shareholderCapacity/Nature of interestTotal numberof sharesPerc

164、entage ofthe Companysissued sharecapitalTamar Investments Group Limited Beneficial Owner506,339,52274.12%Save as disclosed above,as at 31 December 2024,the Directors have not been notified by any person(other than the Directors or chief executives of the Company)who had interests or short position i

165、n the shares or underlying shares of the Company as recorded in the register required to be kept pursuant to Section 336 of the SFO.31CORPORATE GOVERNANCE PRACTICESThe Company adopted all the Code Provisions set out in the Corporate Governance Code contained in Appendix C1 to the Listing Rules and h

166、as complied with all the applicable Code Provisions throughout the six months ended 31 December 2024 except for the following deviations:1.Code Provision C.2.1Code Provision C.2.1 provides that the roles of chairman and chief executive should be separate and should not be performed by the same indiv

167、idual.Mr.Chan Wai Lap,Victor(“Mr.Victor Chan”)is an Executive Director and the Chairman of the Company.Mr.Victor Chan currently strategizes the direction of the Group and provides leadership for the Board.He ensures that the Board works effectively and discharges its responsibilities,and that all ke

168、y and appropriate issues are discussed by the Board in a timely manner.Mr.Victor Chan is also responsible for ensuring that all directors of the Company are properly briefed on issues arising at Board meetings and that all directors of the Company receive adequate information,which must be complete

169、and reliable,in a timely manner.Ms.Cheng Siu Yin,Shirley,mother of Mr.Chan Wai Lap,Victor,is the Managing Director of the Company.She is responsible for the day-to-day management and marketing activities of the Group.Although the Company does not have a post of Chief Executive Officer,the Board cons

170、iders that there is adequate segregation of duties within the Board to ensure a balance of power and authority.2.Code Provision D.2.5Code Provision D.2.5 provides that the issuer should have an internal audit function.Issuers without an internal audit function should review the need for one on an an

171、nual basis and should disclose the reasons for the absence of such a function in the Corporate Governance Report.The Company does not have an internal audit function during the six months ended 31 December 2024.Taking into account the size and complexity of the operations of the Group,the Company co

172、nsiders that the existing organisation structure and the close supervision of the management could provide sufficient internal control and risk management for the Group.The audit committee of the Board regularly reviews the effectiveness of the internal control systems and risk management of the Gro

173、up.The Board would review the need to set up an internal audit function on an annual basis.32MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORSThe Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers(the“Model Code”)as set out in Appendix C3 to the Listing R

174、ules as its own code of conduct regarding securities transactions by the directors of the Company.The Company has made specific enquiry with all directors and all of them have confirmed that they have complied with the required standards as set out in the Model Code during the six months ended 31 De

175、cember 2024.AUDIT COMMITTEEThe Audit Committee of the Company currently comprises five independent non-executive directors of the Company.The Audit Committee has discussed the Groups accounting policies and basis adopted,the financial control,risk management and internal control systems of the Group

176、 and has reviewed the unaudited consolidated interim financial statements for the six months ended 31 December 2024.The Audit Committee has approved the unaudited consolidated interim financial statements.On behalf of the BoardContinental Holdings LimitedChan Wai Lap,VictorChairmanHong Kong,24 February 2025