1、(Incorporated in the Cayman Islands with limited liability)(Stock Code:565)ART GROUP HOLDINGS LIMITED2024INTERIM REPORT2024中期報告1ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2024BOARD OF DIRECTORSMr.Su Peixin(Chairman)(appointed on 21 August 2024)Dr.Wong Ho Yin(Chief Executive Officer)(appointed on 5 Nov
2、ember 2024)Mr.Yao Linying(appointed on 24 June 2024)Mr.Chen JinyanMr.Chen Jingdong(resigned on 21 August 2024)Mr.Chong Hon Wang*(appointed on 25 July 2024)Ms.Chong Sze Pui Joanne*Ms.Wang Yuqin*Mr.Kwan Chi Fai*(resigned on 25 July 2024)*Independent Non-executive DirectorCOMPANY SECRETARYMs.Yeow Mee M
3、ooiAUDITORConfucius International CPA LimitedCertified Public AccountantsRegistered Public Interest Entity AuditorsHEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG31/F.,Chinachem Century Tower178 Gloucester RoadWan Chai,Hong KongWebsite:https:/.hkCorporate InformationREGISTERED OFFICEP.O.Box
4、 31119Grand PavilionHibiscus Way802 West Bay RoadGrand Cayman KY1-1205Cayman IslandsPRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICEVistra(Cayman)LimitedP.O.Box 31119Grand PavilionHibiscus Way802 West Bay RoadGrand Cayman KY1-1205Cayman IslandsHONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICETricor
5、Investor Services Limited17/F.,Far East Finance Centre16 Harcourt RoadHong KongPRINCIPAL BANKERSBank of ZhengzhouBank of ChinaHang Seng BankBank of Communications(Hong Kong)SHARE LISTINGThe Stock Exchange of Hong Kong Limited(Stock code:565)2ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2024REPORT ON REV
6、IEW OF INTERIM FINANCIAL INFORMATION香港灣仔莊士敦道181號大有大廈1501-08室Rooms 1501-08,15th Floor,Tai Yau Building,181 Johnston Road,Wanchai,Hong Kong電話 Tel:(852)3103 6980傳真 Fax:(852)3104 0170TO THE BOARD OF DIRECTORS OFART GROUP HOLDINGS LIMITED(Incorporated in the Cayman Islands with limited liability)INTRODUC
7、TIONWe have reviewed the condensed consolidated financial statements set out on pages 4 to 42,which comprise the condensed consolidated statement of financial position of Art Group Holdings Limited(the“Company”)and its subsidiaries(collectively referred to as the“Group”)as of 31 December 2024 and th
8、e condensed consolidated statement of profit or loss and other comprehensive income,condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the six-month period then ended,and notes to the condensed consolidated financial statements including mate
9、rial accounting policy information.The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34“Interim Finan
10、cial Reporting”(“HKAS 34”),issued by the Hong Kong Institute of Certified Public Accountants.The directors of the Company are responsible for the preparation and presentation of the interim financial report in accordance with HKAS 34.Our responsibility is to express a conclusion on these condensed c
11、onsolidated financial statements based on our review,and to report our conclusion solely to you,as a body,in accordance with our agreed terms of engagement,and for no other purpose.We do not assume responsibility towards or accept liability to any other person for the contents of this report.3ART GR
12、OUP HOLDINGS LIMITEDINTERIM REPORT 2024SCOPE OF REVIEWWe conducted our review in accordance with Hong Kong Standard on Review Engagements 2410“Review of Interim Financial Information Performed by the Independent Auditor of the Entity”issued by the Hong Kong Institute of Certified Public Accountants.
13、A review of these condensed consolidated financial statements consists of making inquiries,primarily of persons responsible for financial and accounting matters,and applying analytical and other review procedures.A review is substantially less in scope than an audit conducted in accordance with Hong
14、 Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit.Accordingly,we do not express an audit opinion.CONCLUSIONBased on our review,nothing has come to our attention that causes us
15、 to believe that the condensed consolidated financial statements are not prepared,in all material respects,in accordance with HKAS 34.Confucius International CPA LimitedCertified Public AccountantsChan Lap ChiPractising Certificate number:P04084Hong Kong,28 February 20254ART GROUP HOLDINGS LIMITEDIN
16、TERIM REPORT 2024The board of directors(the“Board”)of Art Group Holdings Limited(the“Company”)is pleased to announce the unaudited condensed consolidated financial statements of the Company and its subsidiaries(together,the“Group”)for the six months ended 31 December 2024(the“Interim Period”),which
17、were reviewed by the auditor and the audit committee of the Company,together with the comparative figures for the corresponding period in 2023 are as follows:Condensed Consolidated Statement of Profit or Loss and Other Comprehensive IncomeFor the six months ended 31 December 2024Six months ended31 D
18、ecember20242023NOTESHK$000HK$000(unaudited)(unaudited)Revenue389,29670,311Cost of sales(62,873)(18,821)Gross profit26,42351,490Other income and other gain and loss6,9627,908Administrative expenses(17,468)(11,380)Reversal of allowance for expected credit loss on rental deposits6,740132Reversal of all
19、owance for expected credit loss/(allowance for expected credit loss)on trade receivables3,888(393)Reversal of allowance for expected credit loss on loan receivables37,310Loss on fair value changes of investment properties9(36,058)(134,783)Loss on derecognition of investment properties9(276,087)Gain
20、on termination of lease13302,912Gain on bargain purchase1710,576Finance costs4(12,951)(18,964)Profit/(loss)before taxation14,937(68,680)Income tax credit511,71730,390Profit/(loss)for the period626,654(38,290)5ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2024Condensed Consolidated Statement of Profit or
21、Loss and Other Comprehensive IncomeFor the six months ended 31 December 2024Six months ended31 December20242023NOTEHK$000HK$000(unaudited)(unaudited)Other comprehensive expense:Items that will not be reclassified to profit or lossExchange differences on translation from functional currency to presen
22、tation currency(582)(8,401)Other comprehensive expense for the period(582)(8,401)Total comprehensive income/(expense)for the period26,072(46,691)Profit/(loss)for the period attributable to:Owners of the Company26,587(38,290)Non-controlling interests6726,654(38,290)Total comprehensive income/(expense
23、)for the period attributable to:Owners of the Company26,005(38,290)Non-controlling interests6726,072(38,290)EARNINGS/(LOSS)PER SHARE8Basic(HK cents)0.99(1.42)Diluted(HK cents)0.99(1.42)6ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2024Condensed Consolidated Statement of Financial PositionAs at 31 Decemb
24、er 202431 December30 June20242024NOTESHK$000HK$000(unaudited)(audited)NON-CURRENT ASSETSProperty,plant and equipment5,5653,301Right-of-use assets6,0533,592Investment properties9406,702568,817Rental deposits47,93547,045Deferred tax assets164,185470,440622,755CURRENT ASSETSTrade and other receivables1
25、030,23129,793Loan receivables1117,07318,327Bank balances and cash35,97440,23983,27888,359CURRENT LIABILITIESOther payables1253,42857,932Contract liabilities18,09911,301Lease liabilities1361,17466,138Amount due to a substantial shareholder1413,5004,164Tax liabilities18146,201139,553NET CURRENT LIABIL
26、ITIES(62,923)(51,194)TOTAL ASSETS LESS CURRENT LIABILITIES407,517571,5617ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2024Condensed Consolidated Statement of Financial PositionAs at 31 December 202431 December30 June20242024NOTESHK$000HK$000(unaudited)(audited)CAPITAL AND RESERVESShare capital1826,88826
27、,888Reserves(8,821)(34,826)Equity/(deficit)attributable to owners of the Company18,067(7,938)Non-controlling interests72TOTAL EQUITY/(DEFICIT)18,139(7,938)NON-CURRENT LIABILITIESLease liabilities13378,056564,856Deferred tax liabilities169254,638Bonds1510,39710,005389,378579,499407,517571,5618ART GRO
28、UP HOLDINGS LIMITEDINTERIM REPORT 2024Condensed Consolidated Statement of Changes In EquityFor the six months ended 31 December 2024Attributable to owners of the CompanyShare capitalShare premiumMerger reserveExchange reserveShare option reserveStatutory reserveRetained profitsSub-totalNon-controlli
29、ng interestsTotalHK$000HK$000HK$000HK$000HK$000HK$000HK$000HK$000HK$000HK$000As at 1 July 2023(audited)26,88848,746136(90,606)5,4021,232276,644268,442268,442Loss for the period(38,290)(38,290)(38,290)Other comprehensive expense for the period Exchange difference on translation for functional currenc
30、y to presentation currency(8,401)(8,401)(8,401)Total comprehensive expense for the period(8,401)(38,290)(46,691)(46,691)As at 31 December 2023(unaudited)26,88848,746136(99,007)5,4021,232238,354221,751221,751As at 1 July 2024(audited)26,88848,746136(93,505)5,4021,2323,163(7,938)(7,938)Profit for the
31、period26,58726,5876726,654Other comprehensive expense for the period Exchange difference on translation for functional currency to presentation currency(582)(582)(582)Total comprehensive income/(expense)for the period(582)26,58726,0056726,072Capital injection from a non-controlling interest55As at 3
32、1 December 2024(unaudited)26,88848,746136(94,087)5,4021,23229,75018,0677218,1399ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2024Condensed Consolidated Statement of Cash FlowsFor the six months ended 31 December 2024Six months ended 31 December20242023NOTESHK$000HK$000(unaudited)(unaudited)Net cash gene
33、rated from operating activities2,64823,076Cash flows from investing activitiesPurchases of property,plant and equipment(2,603)(63)Net cash inflow on acquisition of a subsidiary 173,394Repayments from loan receivables112,20037,310Interest received3636Net cash generated from investing activities3,0273
34、7,283Cash flows from financing activitiesAdvance from a substantial shareholder14,42412,474Capital injection from a non-controlling interest5Repayment to a substantial shareholder(5,180)(195)Repayments of lease liabilities13(19,075)(36,461)Net cash used in financing activities(9,826)(24,182)Net(decr
35、ease)/increase in cash and cash equivalents(4,151)36,177Effect of foreign exchange rate changes(114)(14,582)Cash and cash equivalents at the beginning of the period40,23933,152Cash and cash equivalents at the end of the period,represented by bank balances and cash35,97454,74710ART GROUP HOLDINGS LIM
36、ITEDINTERIM REPORT 2024Notes to the Condensed Consolidated Financial StatementsFor the six months ended 31 December 20241.BASIS OF PREPARATIONStatement of complianceThe condensed consolidated financial statements have been prepared in accordance with the applicable disclosure requirements of Appendi
37、x D2 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and with Hong Kong Accounting Standard(“HKAS”)34“Interim Financial Reporting”issued by the Hong Kong Institute of Certificated Public Accountants(the“HKICPA”).Going concernThe directors of the Company ha
38、ve given careful consideration to the going concern status of the Group in light of the fact that as of 31 December 2024,the Group had net current liabilities of approximately HK$62,923,000.This condition indicates the existence of material uncertainty which may cast significant doubt on the Groups
39、ability to continue as a going concern.In order to improve the liquidity of the Group and ensure the Groups ability to operate as a going concern,the directors of the Company have implemented measures as follows:As at 31 December 2024,the Group has contract liabilities and receipts in advance in agg
40、regated amount of HK$35,001,000,which shall not result in any cash outflow of the Group eventually.Additionally,the Group also has deposits received from tenants of approximately HK$13,663,000.The directors of the Company are confident that this level of deposits can be sustained in the short term,b
41、ased on the existing lease agreements with tenants.The directors of the Company will continue to implement measures aiming at improving the working capital and cash flows of the Group including closely monitoring general administrative expenses and operating costs.The directors of the Company believ
42、e that the Group has sufficient operating cash inflow to cover operating cash outflow,which included lease payments for two shopping malls,namely the Jiachaos Shopping Mall and the Zone C Shopping Mall,units in the industrial park,the Zhiyun City and office premises in Hong Kong in the next twelve m
43、onths from the date of this report.11ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20241.BASIS OF PREPARATION(Continued)Going concern(Continued)Moreover,the substantial shareholders of the Company have undertaken to provide adequate funds to enable the Group to meet its liabilities and to settle financia
44、l obligations to third parties as and when they fall due so that the Group can continue as a going concern and carry on its business without significant curtailment of operations for the next twelve months from the date of approval of these condensed consolidated financial statements.The directors o
45、f the Company have reviewed the cash flow projections of the Group prepared by the management covering a period of not less than twelve months from the date of this report taking into account the impact of the above measures.The directors of the Company are confident that the Group has sufficient ca
46、sh resources to be able to satisfy its future working capital and meet its financial obligations when they fall due in the foreseeable future.Accordingly,the condensed consolidated financial statements have been prepared on a going concern basis.2.MATERIAL ACCOUNTING POLICY INFORMATIONThe condensed
47、consolidated financial statements have been prepared on the historical cost basis except for investment properties that are measured at fair values.Other than additional accounting policies resulting from application of amendments to Hong Kong Financial Reporting Standards(“HKFRSs”)and new operation
48、 of cargo aircraft charter segment,the accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended 31 December 2024 are the same as those presented in the Groups annual consolidated financial statements for the year ended 30 June 20
49、24.12ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20242.MATERIAL ACCOUNTING POLICY INFORMATION(Continued)Application of new and amendments to HKFRSsNew and amendments to HKFRSs that are mandatorily effective for the current interim periodIn the current interim period,the Group has applied the following
50、new and amendments to HKFRSs issued by the HKICPA for the first time,which are mandatorily effective for the Groups annual period beginning on 1 July 2024 for the preparation of the condensed consolidated financial statements:HK Interpretation 5(Revised)Presentation of Financial Statements Classific
51、ation by the Borrower of a Term Loan that contains a Repayment on Demand ClauseAmendments to HKAS 1Classification of Liabilities as Current or Non-current and related amendments to Hong Kong Interpretation 5(2020)Amendments to HKAS 1Non-current Liabilities with CovenantsAmendments to HKAS 7 and HKFR
52、S 7Supplier Finance ArrangementsAmendments to HKFRS 16Lease Liability in a Sale and LeasebackThe application of the new and amendments to HKFRSs in the current interim period has had no material impact on the Groups financial positions and performance for the current and prior periods and/or on the
53、disclosures set out in these condensed consolidated financial statements.13ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20243.REVENUE AND SEGMENT INFORMATIONRevenue represents(i)the lease payments received and receivable in the normal course of business,net of related taxes for the period;(ii)property m
54、anagement and related services fee received and receivable;and(iii)cargo aircraft chartering services fee received and receivable.Six months ended31 December20242023HK$000HK$000(unaudited)(unaudited)Revenue from major business services:Revenue within the scope of HKFRS 16Rental income from leasing o
55、f properties20,26730,089Revenue from contracts with customers within the scope of HKFRS 15Property management fee income25,81939,395Property management other related services942827Cargo aircraft chartering services fee income42,26869,02940,22289,29670,311Disaggregated by timing of revenue recognitio
56、n:Over time:Property management fee income25,81939,395Property management other related services942827Cargo aircraft chartering services fee income42,26869,02940,22214ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20243.REVENUE AND SEGMENT INFORMATION(Continued)Performance obligations for revenue from con
57、tracts with customersProperty management fee incomeProperty management fee income is recognised over the service period.The Group receives monthly property management fee payments from customers one to three months in advance under the contracts.Advance consideration allocated to the properties mana
58、gement services is recognised as a contract liability and is released over the period of services.Cargo aircraft chartering services fee incomeCargo aircraft chartering services fee income is recognised over time as the performance obligation is satisfied.Advance consideration allocated to the cargo
59、 aircraft chartering services fee is recognised as a contract liability and is released over the period of services.Segment informationInformation reported to the board of directors,being the chief operating decision maker(the“CODM”),for the purpose of resources allocation and assessment of segment
60、performance focuses on types of goods or services delivered or provided.For the reporting period,the Group has two reportable segments:the property operating segment and the cargo aircraft charter segment(six months ended 31 December 2023:one reportable segment:the property operating segment).From a
61、 product perspective,management assesses the performance of both segments by considering the contributions of the property operating segment and the cargo aircraft charter segment.Segment results represent profit or loss from the segment without allocation of income tax credit,loan interest income,r
62、eversal of allowance for expected credit loss on loan receivables and unallocated administrative expenses.One single customer from cargo aircraft charter segment contributed 10 per cent or more of the Groups revenue for the six months ended 31 December 2024(six months ended 31 December 2023:one sing
63、le customer from property operating segment).The total amount of revenue from the customer from cargo aircraft charter segment amounted to HK$37,017,000(six months ended 31 December 2023:the total amount of revenue from the customer from property operating segment amounted to HK$13,495,000).15ART GR
64、OUP HOLDINGS LIMITEDINTERIM REPORT 20243.REVENUE AND SEGMENT INFORMATION(Continued)Segment information(Continued)Six months ended 31 December 2024Property operatingCargo aircraft charterTotalHK$000HK$000HK$000Revenue47,02842,26889,296Segment result21,70613821,844Income tax credit11,717Loan interest
65、income946Unallocated administrative expenses(7,853)Profit for the period26,65416ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20243.REVENUE AND SEGMENT INFORMATION(Continued)Segment information(Continued)Six months ended 31 December 2024Property operatingCargo aircraft charterUnallocatedTotalHK$000HK$000
66、HK$000HK$000Amounts included in the measurement of segment profit or lossBank interest income142236Depreciation of property,plant and equipment(114)(194)(308)Depreciation of right-of-use assets(96)(452)(548)Gain on bargain purchase10,57610,576Gain on termination of lease302,912302,912Interest expens
67、es(12,528)(423)(12,951)Loss on derecognition of investment properties(276,087)(276,087)Loss on fair value changes of investment properties(36,058)(36,058)Reversal of allowance for expected credit loss on rental deposits6,7406,740Reversal of allowance for expected credit loss on trade receivables3,88
68、83,888Amount regularly provided to the CODM but not included in the measurement of segment profit or lossAdditions to non-current assets152,6892,603155,29217ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20243.REVENUE AND SEGMENT INFORMATION(Continued)Segment information(Continued)Six months ended 31 Dece
69、mber 2023PropertyoperatingHK$000Revenue70,311Segment result(102,264)Income tax credit30,390Reversal of allowance for expected credit loss on loan receivables37,310Unallocated administrative expenses(3,726)Loss for the period(38,290)18ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20243.REVENUE AND SEGMENT
70、 INFORMATION(Continued)Segment information(Continued)Six months ended 31 December 2023PropertyoperatingUnallocatedTotalHK$000HK$000HK$000Amounts included in the measurement of segment profit or lossBank interest income241236Depreciation of property,plant and equipment(114)(5)(119)Depreciation of rig
71、ht-of-use assets(96)(246)(342)Interest expenses(18,567)(397)(18,964)Loss on fair value changes of investment properties(134,783)(134,783)Reversal of allowance for expected credit loss on rental deposits132132Allowance for expected credit loss on trade receivables(393)(393)Amount regularly provided t
72、o the CODM but not included in the measurement of segment profit or lossAdditions to non-current assets636319ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20243.REVENUE AND SEGMENT INFORMATION(Continued)Segment information(Continued)31 December30 June20242024HK$000HK$000(unaudited)(audited)Segment assets
73、Property operating484,217652,213Cargo aircraft charter10,595Total segment assets494,812652,213Loan receivables17,07318,327Bank balances and cash35,97440,239Other unallocated assets5,859335Consolidated assets553,718711,114Segment liabilitiesProperty operating500,961701,161Cargo aircraft charter5,379T
74、otal segment liabilities506,340701,161Amount due to a substantial shareholder13,5004,164Bonds10,39710,005Other unallocated liabilities5,3423,722Consolidated liabilities535,579719,05220ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20243.REVENUE AND SEGMENT INFORMATION(Continued)Geographical segmentsThe Gr
75、oups property operating segment is operated in the Peoples Republic of China(the“PRC”),while the cargo aircraft charter segment is operated in Hong Kong.The Groups revenue from external customers by location of operation and information about its non-current assets by location of assets are detailed
76、 below:Revenue from external customersNon-current assets*Six months ended31 December31 December31 December30 June2024202320242024HK$000HK$000HK$000HK$000(unaudited)(unaudited)(unaudited)(audited)The PRC47,02870,311409,803572,064Hong Kong42,26889,29670,311409,803572,064*Non-current assets excluded de
77、ferred tax assets,rental deposits,right-of-use assets and other unallocated non-current assets.4.FINANCE COSTSSix months ended31 December20242023HK$000HK$000(unaudited)(unaudited)Interest on Bonds393394 Lease liabilities12,55818,57012,95118,96421ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20245.INCOME
78、TAX CREDITSix months ended31 December20242023HK$000HK$000(unaudited)(unaudited)Income tax recognised in profit and lossPRC Enterprise Income Tax(“EIT”)Current income tax503,306Deferred tax(11,767)(33,696)(11,717)(30,390)Hong Kong Profits Tax is calculated at 16.5%of the estimated assessable profit f
79、or both periods,except for the first HK$2,000,000 of a qualified entitys assessable profit which is calculated at 8.25%,in accordance with the two-tiered profits tax rate regime.PRC EIT is calculated at the rate of 25%of the profits for the PRC statutory financial reporting purpose for the period en
80、ded 31 December 2024 and the year ended 30 June 2024,adjusted for those items which are not assessable or deductible for the PRC EIT purpose.As at 31 December 2024,no deferred tax liabilities(30 June 2024:Nil)were recognised in respect of the undistributed retained earnings of the PRC subsidiaries a
81、ttributable to the Group under the EIT Law that are subject to withholding tax upon the distribution of such profits to the shareholders outside the PRC.22ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20246.PROFIT/(LOSS)FOR THE PERIODSix months ended31 December20242023HK$000HK$000(unaudited)(unaudited)Pr
82、ofit/(loss)for the period has been arrived at after charging:Depreciation of property,plant and equipment308119Depreciation of right-of-use assets548342Expenses related to short-term leases in respect of rented premises1,82466Exchange losses,net137.DIVIDENDSNo dividends were paid,declared or propose
83、d during the interim period nor has any dividend been proposed since the end of the interim period(six months ended 31 December 2023:Nil).8.EARNINGS/(LOSS)PER SHAREThe calculation of the basic and diluted earnings/(loss)per share attributable to the owners of the Company is based on the following da
84、ta:Six months ended31 December20242023HK$000HK$000(unaudited)(unaudited)Profit/(loss)Profit/(loss)for the period attributable to the owners of the Company for the purposes of basic and diluted earnings/(loss)per share26,587(38,290)23ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20248.EARNINGS/(LOSS)PER S
85、HARE(Continued)Six months ended31 December20242023000000(unaudited)(unaudited)Number of sharesWeighted average number of ordinary shares for the purpose of basic earnings/(loss)per share2,688,8052,688,805Effect of dilutive potential ordinary shares in respect of share options issued by the Company10
86、,204Weighted average number of ordinary shares for the purpose of diluted earnings/(loss)per share2,699,0092,688,80524ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20249.INVESTMENT PROPERTIESThe Group takes on the lease of shopping malls and units in the industrial park;and subleases the retail stores of
87、 the shopping malls and the units in the industrial park,under operating leases with rentals payable monthly/quarterly.The subleases typically run for an initial period of 30 days to 13 years.Majority of the sublease contracts contain market review clauses in the event the tenant exercises the optio
88、n to extend.The Group is not exposed to foreign currency risk as a result of the sublease arrangements,as all subleases are denominated in the respective functional currency of group entities.The sublease contracts do not contain residual value guarantee and/or tenants option to purchase the propert
89、y at the end of the term of sublease.31 December30 June20242024HK000HK000(unaudited)(audited)Fair valueBalance at the beginning of the period/year568,817995,699Derecognition upon lease modification(Note(i)(170,652)Derecognition upon termination of lease(Note(ii)(276,087)Additions119,754Addition on a
90、cquisition of a subsidiary32,935Loss on fair value changes on investment properties(36,058)(260,870)Exchange realignment(2,659)4,640Balance at the end of the period/year406,702568,81725ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20249.INVESTMENT PROPERTIES(Continued)Notes:(i)As described in the announc
91、ement of the Company dated 9 October 2024,since certain areas of the Jiachaos Shopping Mall was involved in litigation with a creditor of its landlord,Zhengzhou Jiachao Property Services Co.,Ltd.*(鄭州佳潮物業服務有限公司)(“Zhengzhou Jiachao”),the rental area of 50,532.48 square meters of the Jiachaos Shopping
92、Mall was deducted from the lease contract dated 26 April 2021 entered into by Zhengzhou Jiachao as the lessor and the Companys wholly-owned subsidiary,Zhengzhou Zhongyuan Jinyi Commercial Operation Management Co.,Ltd.*(鄭州中原錦藝商業運營管理有限公司)(“Zhongyuan Jinyi”)as the lessee in respect of the Jiachaos Shop
93、ping Mall with a leased area of 125,188.32 square meters(the“Jiachaos Lease Contract”),pursuant to the judgment of the Peoples Court of Zhongyuan District,Zhengzhou City,Henan Province(2024)Yu 0102 Ming Chu No.4142)(河南省鄭州市中原區人民法院(2024)豫0102民初4142號 民事判決書）.In light of the above,Zhongyuan Jinyi and Zhe
94、ngzhou Jiachao entered into a supplemental agreement(the“Supplemental Agreement”)to amend the leased area under the Jiachaos Lease Contract starting from 22 June 2024,which constituted a lease modification in the year ended 30 June 2024.For the lease modification,the Group remeasured lease liabiliti
95、es corresponding to the remaining leased area of the Jiachaos Shopping Mall.The remeasured amount that differed from the original lease liabilities was reduced from the Groups lease liabilities,which was calculated to be approximately RMB195 million(equivalent to approximately HK$212,350,000).At the
96、 same time,the entering into of the Supplemental Agreement as tenant by Zhongyuan Jinyi required the Group to derecognise the amount from the Groups investment properties,because of the reduction of the leased area under the Jiachaos Lease Contract.The fair value derecognised by the Group under the
97、Supplemental Agreement amounted to approximately RMB157 million(equivalent to approximately HK$170,652,000).By doing so,the Group recognised a gain from lease modification of approximately HK$41,698,000 in the consolidated statement of profit or loss and other comprehensive income for the year ended
98、 30 June 2024.*For identification purpose only26ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20249.INVESTMENT PROPERTIES(Continued)Notes:(Continued)(ii)As described in the announcement of the Company dated 21 February 2025,a notice dated 23 January 2025 was received from Zhengzhou Jiachao,notifying Zhon
99、gyuan Jinyi that,(a)from 1 October 2024,the rental area under the Jiachaos Lease Contract would no longer include the rental area of 30,595.51 square meters of the Jiachaos Shopping Mall(the“Reduced Area”),the title and ownership of which were transferred to Henan Construction Commercial Services Co
100、.,Ltd.*(河南建投商業服務有限公司)(“Henan Construction”);and(b)from 1 October 2024,the rental area under the Jiachaos Lease Contract should be amended to 44,060.33 square meters(the“Remaining Area”)and the rental payment of the Remaining Area is amended to RMB23.5 per square meters per month,which shall be set-o
101、ff against the deposits paid by Zhongyuan Jinyi to Zhengzhou Jiachao under the Jiachaos Lease Contract.On 26 January 2025,Zhongyuan Jinyi and Zhengzhou Jiachao further entered into a supplemental lease contract for the lease of the Remaining Area,which replaced the Jiachaos Lease Contract.Under thes
102、e circumstances,the Jiachaos Lease Contract is considered terminated as of 30 September 2024.For the termination of the Jiachaos Lease Contract,the Group derecognised lease liabilities associated with the Jiachaos Lease Contract as of 30 September 2024,which were approximately RMB279 million(equival
103、ent to approximately HK$302,912,000).This amount is recognised as a gain on termination of lease in the condensed consolidated statement of profit or loss and other comprehensive income.Simultaneously,the termination of the Jiachaos Lease Contract required the Group to derecognise the associated amo
104、unt from its investment properties as of 30 September 2024.The fair value of the investment properties derecognised by the Group amounted to approximately RMB254 million(equivalent to approximately HK$276,087,000).Consequently,the Group recognised a loss on derecognition of investment properties of
105、approximately HK$276,087,000 in the condensed consolidated statement of profit or loss and other comprehensive income for the six months ended 31 December 2024.The fair value of the Groups investment properties as at 31 December 2024 and 30 June 2024 has been arrived at on the basis of a valuation c
106、arried out at the end of the period/year by International Valuation Limited(the“Valuer”),an independent qualified professional valuer not connected with the Group.The Valuer has appropriate qualifications and recent experiences in the valuation of similar properties in the relevant locations.The Gro
107、ups investment properties were valued individually,on market value basis,which conforms to Hong Kong Institute of Surveyors Valuation Standards.The fair value was arrived at by reference to comparable sales transactions available in the relevant market together with income approach by capitalising t
108、he net rental income derived from the existing tenancies under various terms.*For identification purpose only27ART GROUP HOLDINGS LIMITEDINTERIM REPORT 20249.INVESTMENT PROPERTIES(Continued)The Group as lessorProperty rental income,management fee income and operating service income earned during the
109、 period was approximately HK$47,028,000(six months ended 31 December 2023:HK$70,311,000).All properties have committed tenants ranging from the next 1 to 11 years and include an extension option.At the end of the reporting period,the Group had contracted with tenants for the following future minimum
110、 lease payments:31 December30 June20242024HK000HK000(unaudited)(audited)Within one year35,86130,855In the second to fifth years inclusive80,68171,927Over five years86,00734,771202,549137,55310.TRADE AND OTHER RECEIVABLES31 December30 June20242024HK000HK000(unaudited)(audited)Trade receivables10,9081
111、6,802Less:Allowance or expected credit loss(“ECL”)(680)(4,533)10,22812,269Prepayment6,2151,226Other receivables(Note)13,78816,29830,23129,793Note:It mainly includes other tax recoverable of approximately HK$2,454,000 and deposits paid of approximately HK$6,350,000(30 June 2024:payments on behalf of
112、a landlord of approximately HK$7,502,000,other tax recoverable of approximately HK$1,163,000 and deposits paid of approximately HK$1,325,000).28ART GROUP HOLDINGS LIMITEDINTERIM REPORT 202410.TRADE AND OTHER RECEIVABLES(Continued)As at 31 December 2024 and 30 June 2024,all trade receivables of the G
113、roup were in the functional currency of the relevant group entities.The following is an ageing analysis of trade receivables before deducting the allowance for ECL presented based on date of rendering of services:31 December30 June20242024HK000HK000(unaudited)(audited)0 60 days3,6583,61461 90 days1,
114、4533,704Over 90 days5,7979,484Trade receivables10,90816,802The Group measures allowance for ECL on trade receivables at an amount equal to lifetime ECL.Before accepting any new tenants,the Group assesses the potential tenants credit quality,34%(30 June 2024:22%)of trade receivables that are neither
115、past due nor impaired have good credit rating under internal credit assessment adopted by the Group.11.LOAN RECEIVABLES31 December30 June20242024HK000HK000(unaudited)(audited)Gross carrying amount of loan and interest receivables201,046204,278Less:Allowance for ECL(183,973)(185,951)17,07318,327The G
116、roup held two loan receivables as at 31 December 2024(30 June 2024:two),the details of which are as follows:29ART GROUP HOLDINGS LIMITEDINTERIM REPORT 202411.LOAN RECEIVABLES(Continued)(a)On 28 April 2021,the Group entered into an agreement with an independent third party(“Borrower I”)to lend RMB250
117、,000,000(equivalent to approximately HK$294,118,000).The loan was interest-bearing at 7.500%per annum and due on 27 April 2022.The loan was secured by 25%equity interests of Zhengzhou Jiachao and 25%equity interests of Zhongyuan Jinyi both held by a former non-controlling shareholder of a subsidiary
118、(“Guarantor I”).On 19 November 2021,the Group entered into the first supplemental agreement with Borrower I,Guarantor I and a new guarantor which is an independent third party(“Guarantor II”).Pursuant to which,the principal amount of loan receivable was revised from RMB250,000,000(equivalent to appr
119、oximately HK$294,118,000)to RMB210,000,000(equivalent to approximately HK$253,012,000)and the share charged over the 25%equity interests of Zhongyuan Jinyi held by a former non-controlling shareholder of a subsidiary was released.At the same time,the Group received RMB40,000,000(equivalent to approx
120、imately HK$48,193,000)for repayment of principal and the interest receivables remained outstanding.On 29 June 2022,the Group and Borrower I entered into the second supplemental agreement to(i)extend the maturity date of loan receivable and agree to repay the outstanding balance by three instalments.
121、The last instalment was due on 27 April 2023;and(ii)revise the interest rate of loan receivable to 4.785%per annum effective from 28 April 2022 and up to and including 27 April 2023.As at 30 June 2023,the loan receivable outstanding amounted to RMB174,346,000(equivalent to approximately HK$187,469,0
122、00).The Group assessed the credit risk of the renewed loan based on Borrower Is repayment ability,financial status and communications with Borrower I.The Group has not yet reached any consensus with Borrower I with respect to a revised repayment schedule for the renewed loan.Hence,Borrower I was con
123、sidered to be in default as of 27 April 2023,and therefore,the loan receivable has been transferred to stage 3 lifetime ECL and fully impaired during the year ended 30 June 2023.30ART GROUP HOLDINGS LIMITEDINTERIM REPORT 202411.LOAN RECEIVABLES(Continued)(a)(Continued)As at 31 December 2024,the Grou
124、p held collateral of 25%equity interests of Zhengzhou Jiachao,a former subsidiary of the Company over the loan receivable with gross principal amount of RMB140,021,000(equivalent to approximately HK$148,959,000)(30 June 2024:RMB140,021,000(equivalent to approximately HK$150,560,000)in aggregate and
125、related gross interest receivables of RMB32,913,000(equivalent to approximately HK$35,014,000)(30 June 2024:RMB32,913,000(equivalent to approximately HK$35,390,000).The loan receivable was fully guaranteed by Guarantor I and Guarantor II.Neither allowance nor reversal of allowance for ECL has been r
126、ecognised in the condensed consolidated statement of profit or loss and other comprehensive income for the six months ended 31 December 2024(30 June 2024:reversal of allowance for ECL of RMB34,325,000(equivalent to approximately HK$37,310,000)was recognised in the consolidated statement of profit or
127、 loss and other comprehensive income for the year ended 30 June 2024,which represent settlements received during the year ended 30 June 2024).The carrying amount of RMB172,934,000(equivalent to HK$183,973,000)has matured on 27 April 2023 and not yet settled up to the date of this report.31ART GROUP
128、HOLDINGS LIMITEDINTERIM REPORT 202411.LOAN RECEIVABLES(Continued)(b)On 25 April 2024,the Group entered into another agreement with a party(“Borrower II”)to lend HK$18,000,000.The amount was interest-bearing at 8.500%per annum and due on 30 June 2024.The amount was secured by the Companys two unliste
129、d and non-transferable bonds at face value of HK$7,000,000 and HK$3,000,000,held by another party(“Guarantor III”).Both Borrower II and Guarantor III have unconditionally and irrevocably committed to not disposing of the Companys shares they hold under any circumstances until the loan and interest a
130、re fully repaid.Additionally,at the Groups request,they must immediately sell the Companys shares and use the proceeds to repay any overdue loan amounts owed by Borrower II,either in whole or in part(the“Commitment”).As of the date of the agreement,Borrower II held 765,000 shares,while Guarantor III
131、 held 63,800,000 shares.Between July and November 2024,pursuant to the Commitment,Borrower II sold all of the Companys shares to repay part of the overdue loan amounts.The total repayment amount was HK$2,200,000.On 25 November 2024,the Group entered into a supplemental agreement with Borrower II and
132、 Guarantor III to(i)extend the maturity date of the loan receivable to 30 June 2025;(ii)revise the interest rate of the loan receivable from 8.500%per annum to 11.000%per annum;and(iii)update the status of the Commitment,under which Guarantor III unconditionally and irrevocably committed to not disp
133、osing of 15,000,000 shares of the Company under any circumstances until the loan and interest are fully repaid.As at 31 December 2024,the loan receivable with gross principal amount of HK$15,800,000 and related gross interest receivables of HK$1,273,000 were not yet matured and settled.This loan was
134、 interest-bearing at a rate of 11.000%per annum,and was fully guaranteed by Guarantor III.The Group held collateral in the form of the two bonds held by Guarantor III.It was also secured by the Commitment made by Guarantor III.No allowance for ECL has been recognised in the condensed consolidated st
135、atement of profit or loss and other comprehensive income for the six months ended 31 December 2024.Loan receivable mentioned in(a)is denominated in RMB,the functional currency of the relevant group entities,while loan receivable mentioned in(b)is denominated in HK$.32ART GROUP HOLDINGS LIMITEDINTERI
136、M REPORT 202411.LOAN RECEIVABLES(Continued)The movements in the allowance for ECL on loan receivables are as follows:Stage 3 Lifetime ECL(credit impaired)HK$000As at 1 July 2023(audited)222,859Allowance for ECL reversed for the year(37,310)Exchange realignment402As at 30 June 2024 and 1 July 2024(au
137、dited)185,951Exchange realignment(1,978)As at 31 December 2024(unaudited)183,973Reconciliation of gross carrying amount for loan receivables and interest receivables for the six months ended 31 December 2024 and the year ended 30 June 2024 are as follow:31 December30 June20242024HK000HK000As at 1 Ju
138、ly 2024(audited)/1 July 2023(audited)204,278222,859Addition18,000Repayment(2,200)(37,310)Interest receivables946327Exchange realignment(1,978)402As at 31 December 2024(unaudited)/30 June 2024(audited)201,046204,27833ART GROUP HOLDINGS LIMITEDINTERIM REPORT 202412.OTHER PAYABLES31 December30 June2024
139、2024HK000HK000(unaudited)(audited)Receipts in advance of rental income from leasing of properties16,90212,028Deposits received from tenants13,66325,843Accrued charges and other payables7,1425,211Dividend payable192192Other tax payables5,0354,051Provision for litigation(Note)10,49410,60753,42857,932N
140、ote：Pursuant to the judgment of the Peoples Court of Zhongyuan District,Zhengzhou City,Henan Province(2024)Yu 0102 Ming Chu No.4142)(河南省鄭州市中原區人民法院(2024)豫0102民初4142號 民事判決書）,Zhongyuan Jinyi was ordered to make the rental payment to the creditor of Zhengzhou Jiachao,the landlord of the Jiachaos Shoppin
141、g Mall,amounting to approximately RMB9,864,000(equivalent to approximately HK$10,722,000).Such amount was then reclassified from lease liabilities to other payables and presented as provision for litigation.As at 31 December 2024,the balance of provision for litigation was approximately HK$10,494,00
142、0(30 June 2024:HK$10,607,000).34ART GROUP HOLDINGS LIMITEDINTERIM REPORT 202413.LEASE LIABILITIESThe exposure of the Groups lease liabilities are as follows:31 December30 June20242024HK000HK000(unaudited)(audited)Current61,17466,138Non-current378,056564,856439,230630,994 within one year61,17466,138
143、more than one year but not more than two years52,07257,483 more than two years but not more than three years40,84955,494 more than three years but not more than five years74,079107,462 more than five years211,056344,417439,230630,994Amounts due for settlement within one year (shown under current lia
144、bilities)(61,174)(66,138)Amounts due for settlement after one year (shown under non-current liabilities)378,056(564,856)The weighted average incremental borrowing rates applied to lease liabilities from 3.95%to 6.77%(30 June 2024:3.95%to 5.88%).35ART GROUP HOLDINGS LIMITEDINTERIM REPORT 202413.LEASE
145、 LIABILITIES(Continued)Reconciliation of the Groups lease liabilities are as follows:31 December 202430 June 2024HK$000HK$000(unaudited)(audited)Balance at the beginning of the period/year630,994893,626Lease modification(Note(i)(212,350)Offset with other receivables(Note(iv)(13,733)Offset with renta
146、l deposits(Note(ii);Note(v)(6,753)(24,088)Reclassification to other payables(Note(iii)(10,722)Termination of lease(Note(vi)(302,912)Additions122,796375Addition upon acquisition of a subsidiary17,985Interest expenses12,55838,683Repayment(19,075)(57,384)Exchange realignment(2,630)2,854Balance at the e
147、nd of the period/year439,230630,99436ART GROUP HOLDINGS LIMITEDINTERIM REPORT 202413.LEASE LIABILITIES(Continued)Note(i):Please refer to note 9(i)to the condensed consolidated financial statements for the details of lease modification.Note(ii):Zhengzhou Hanyuan Real Estate Co.,Ltd.*(鄭州翰園置業有限公司),the
148、landlord of Zone C Shopping Mall,agreed that the rental payment of approximately RMB22,161,000(equivalent to approximately HK$24,088,000)was set-off with the rental deposit due from the landlord during the year ended 30 June 2024.Note(iii):Please refer to note 12 to the condensed consolidated financ
149、ial statements for the details of reclassification to other payables.Note(iv):Zhengzhou Jiachao agreed that the rental payment of approximately RMB12,635,000(equivalent to approximately HK$13,733,000)was set-off with other receivables due from the landlord during the period ended 31 December 2024.No
150、te(v):Zhengzhou Jiachao agreed that the rental payment of approximately RMB6,213,000(equivalent to approximately HK$6,753,000)was set-off with the rental deposit due from the landlord during the period ended 31 December 2024.Note(vi):Please refer to note 9(ii)to the condensed consolidated financial
151、statements for the details of termination of lease.*For identification purpose only37ART GROUP HOLDINGS LIMITEDINTERIM REPORT 202414.AMOUNT DUE TO A SUBSTANTIAL SHAREHOLDERThe amount due to a substantial shareholder is unsecured,interest free and repayable on demand.It was denominated in HK$(30 June
152、 2024:HK$)as at 31 December 2024.15.BONDSOn 8 August 2018 and 29 August 2018,the Company issued two unlisted and non transferable bonds at face value of HK$7,000,000 and HK$3,000,000 to an independent third party.The bonds are interest bearing at 8.00%per annum,unsecured and repayable on the seventh
153、 and half anniversary of the respective date of issue.The bonds were initially recognised at HK$10,000,000 and subsequently measured at amortised cost using the effective interest method.The effective interest rate is 8.00%(six months ended 31 December 2023:8.00%)per annum.The movements of the liabi
154、lity component of the Groups bonds during the six months ended 31 December 2024 are as follows:HK$000As at 1 July 2023(audited)10,003Effective interest charged for the year802Coupon interest paid/payable(800)As at 30 June 2024 and 1 July 2024(audited)10,005Effective interest charged for the period39
155、2As at 31 December 2024(unaudited)10,39738ART GROUP HOLDINGS LIMITEDINTERIM REPORT 202416.DEFERRED TAX ASSETS/(LIABILITIES)The followings are the deferred tax assets/(liabilities)recognised by the Group and movement thereon during the current period and prior years.Fair ValueadjustmentUndistributabl
156、eon investmentprofits of PRCspropertiessubsidiariesTotalHK$000HK$000HK$000As at 1 July 2023(audited)8,996(925)8,071Release upon derecognition(Note)(12,848)(12,848)Exchange realignment139139As at 30 June 2024 and 1 July 2024(audited)(3,713)(925)(4,638)Acquired on an acquisition of a subsidiary(3,737)
157、(3,737)Charge to profit or loss(3,974)(3,974)Release upon derecognition(Note)15,74115,741Exchange realignment(132)(132)As at 31 December 2024(unaudited)4,185(925)3,260Note:Part of the deferred tax liabilities arising from the fair value adjustment on investment properties in the prior years had been
158、 released upon derecognition because of the lease modification as stated in note 9(i)and the termination of lease as stated in note 9(ii).During the six months ended 31 December 2024,the Group has deductible temporary difference of approximately HK$51,951,000(year ended 30 June 2024:approximately HK
159、$226,087,000)arising from the fair value adjustment on investment properties.Deferred tax assets thereon cannot be recognised because of the unpredictability of future profit streams.39ART GROUP HOLDINGS LIMITEDINTERIM REPORT 202417.ACQUISITION OF A SUBSIDIARYOn 2 September 2024,the Group further ex
160、panded its property operating business through the acquisition of the entire equity interests in Zhengzhou Yingrui Property Service Co.,Ltd.*(鄭州英睿物業服務有限公司)(“Zhengzhou Yingrui”)from an independent third party by its wholly-owned subsidiary,Zhengzhou Xuqi Corporation Management Co.,Ltd.*(鄭州旭啟企業管理有限公司)
161、,for a consideration of RMB200,000(equivalent to approximately HK$217,000)(the“Acquisition”).Upon completion of the Acquisition,the Company held the entire issued share capital of Zhengzhou Yingrui.Zhengzhou Yingrui is principally engaged in the property operating business.The Acquisition has been a
162、ccounted for as a business acquisition using the acquisition method.Assets acquired and liabilities recognised at the date of Acquisition:HK$000(Unaudited)Investment properties32,935Rental deposits326Trade and other receivables1,487Bank balances and cash3,611Other payables(3,384)Contract liabilities
163、(2,460)Lease liabilities(17,985)Deferred tax liabilities(3,737)Identifiable net assets,at fair value10,793*For identification purpose only40ART GROUP HOLDINGS LIMITEDINTERIM REPORT 202417.ACQUISITION OF A SUBSIDIARY(Continued)Bargain purchase arose in the Acquisition:HK$000(Unaudited)Identifiable ne
164、t assets,at fair value10,793Less:Consideration paid in cash(217)Gain on bargain purchase arising on the Acquisition10,576Gain on bargain purchase arising on the Acquisition amounting to approximately HK$10,576,000,is recognised in the condensed consolidated statement of profit or loss and other comp
165、rehensive income.Net cash inflow arising on the Acquisition:HK$000(Unaudited)Bank balances and cash acquired3,611Less:Consideration paid in cash(217)Net cash inflow arising on the Acquisition3,394Included in the profit for the period is approximately HK$769,000 attributable to the additional propert
166、y operating business generated by Zhengzhou Yingrui.Revenue for the period includes HK$3,988,000 generated from Zhengzhou Yingrui.Had the Acquisition been completed on 1 July 2024,revenue for the period of the Group would have been approximately HK$91,192,000,and profit for the period of the Group w
167、ould have been approximately HK$27,570,000.The pro forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed on 1 July 2024,nor is it intended to
168、 be a projection of future results.In determining the pro forma revenue and profit of the Group had Zhengzhou Yingrui been acquired at the beginning of the current period,the directors of the Company calculated the pro forma revenue and profit using the results of Zhengzhou Yingrui and adjusting the
169、m for differences in the accounting policies between the Group and Zhengzhou Yingrui.41ART GROUP HOLDINGS LIMITEDINTERIM REPORT 202418.SHARE CAPITAL31 December30 June20242024HK$000HK$000(unaudited)(audited)Authorised:5,000,000,000 ordinary shares with HK$0.01 each50,00050,000Issued and fully paid:2,
170、688,805,163 ordinary shares with HK$0.01 each26,88826,88819.SHARE-BASED PAYMENTSThe Company adopts a share option scheme for eligible participants,including directors and employees of the Group and other participants.Details of the share options granted to the directors and employees of the Group ou
171、tstanding during the period are as follows:Number of share options20242023000000Outstanding as at 1 July(audited)26,85028,930Forfeited during the period(2,080)Outstanding as at 31 December(unaudited)26,85026,85042ART GROUP HOLDINGS LIMITEDINTERIM REPORT 202420.RELATED PARTY TRANSACTIONSThe remunerat
172、ion of directors,being the key management personnel,during the period was as follows:Six months ended 31 December20242023HK$000HK$000(unaudited)(unaudited)Salaries and other benefits1,8411,151Retirement benefit scheme contributions2991,8701,160The remuneration of directors is determined by the remun
173、eration committee of the Company having regard to the performance of individuals and market trends.In addition,other than those disclosed in note 11(b)and note 14 to the condensed consolidated financial statements,there are no other related party transactions.21.EVENT AFTER THE REPORTING PERIODOn 21
174、 February 2025,Zhengzhou Yinghan Property Service Co.,Ltd.*(鄭州英瀚物業服務有限公司)entered into a supplemental agreement(the“Yinghans Supplemental Agreement”)with the landlord to amend the lease term under the lease agreement dated 28 November 2024 in respect of the leasing of 7 premises with a gross floor ar
175、ea of approximately 41,385 square meters in the Zhiyun City to 15 years.It is considered that a long-term lease agreement enhances certainty of the Groups rights on the premises and avoids negotiation costs and expenses in renewing the lease agreement.It also reduces unpredictable outcome,such as fa
176、ilure in reaching an agreement on renewal and drastic increase in rental.The terms of the Yinghans Supplemental Agreement were determined after arms length negotiations between the parties.The Board considers that the terms of the Yinghans Supplemental Agreement are on normal commercial terms,fair a
177、nd reasonable and the entering into the Yinghans Supplemental Agreement is in the interests of the Company and its shareholders as a whole.Please refer to the announcement of the Company dated 21 February 2025 for details.*For identification purpose only43ART GROUP HOLDINGS LIMITEDINTERIM REPORT 202
178、4Management Discussion And AnalysisOPERATIONAL AND FINANCIAL REVIEWDuring the six months ended 31 December 2024(the“Interim Period”),the Group was principally engaged in property operating business and cargo aircraft charter business.The Group recorded a revenue of approximately HK$89,296,000(2023:H
179、K$70,311,000)and a profit for the Interim Period of approximately HK$26,654,000(a loss in 2023:HK$38,290,000).Property Operating SegmentThe Group is engaged in property operating business through holding all equity interests in Zhengzhou Zhongyuan Jinyi Commercial Operation Management Co.,Ltd.*(“鄭州中
180、原錦藝商業運營管理有限公司”)(“Zhongyuan Jinyi”),Zhengzhou Jinfu Commercial Management Co.,Ltd.*(“鄭州金福商業管理有限公司”)(“Zhengzhou Jinfu”)and Zhengzhou Xufu Commercial Operation Management Co.,Ltd.*(“鄭州旭福商業運營管理有限公司”)(“Zhengzhou Xufu”)in the Peoples Republic of China(the“PRC”).The principal activity of Zhongyuan Jinyi,Zh
181、engzhou Jinfu and Zhengzhou Xufu is property operating business.The Group leased part of the Jiachaos Shopping Mall,situated in Zhengzhou City,Henan Province,the PRC,from a landlord with a rental period to expire in the mid of 2036.As a result of certain areas of the Jiachaos Shopping Mall involved
182、in the litigation with a number of creditors of its landlord,the Group could not generate any income on such areas,therefore,the Groups leased area of the Jiachaos Shopping Mall was reduced from 125,188.32 square meters to 44,060.33 square meters(the“Remaining Area”)from June 2024 up to the date of
183、reporting.Since the Remaining Area is part of the Jiachaos Shopping Mall,if it is operated and managed by the same entity,the Remaining Area will benefit from promotional activities and events organised for the entire mall.If the Jiachaos Shopping Mall is split and operated by different entities,it
184、may become challenging to hold promotional activities and events simultaneously or with a unified theme.The style and positioning of the Remaining Area may differ from those of other parts of the Jiachaos Shopping Mall,raising concerns about its ability to attract customer traffic if it is operated
185、and promoted independently.The directors believe that it would be in the interests of the Company and its shareholders as a whole to sub-let the Remaining Area to the same management company who operates the other parts of the Jiachaos Shopping Mall for purpose of a cohesive operation and promotion.
186、Therefore,during the Interim Period,Zhongyuan Jinyi and the management company entered into a sub-lease agreement with a rental period to expire in the mid of 2036 whereby the Remaining Area is leased to that management company who would operate and manage the Remaining Area with the tenants while t
187、he Group would receive a fixed rental income from it without incurring operating and maintenance costs and expenses.Please also refer to the announcements of the Company dated 9 October 2024 and 21 February 2025 for details.*For identification purpose only44ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2
188、024The Group leased the whole Zone C Shopping Mall,situated in Zhengzhou City,Henan Province,the PRC,from a number of landlords with a rental period to expire in the mid of 2036.The Zone C Shopping Mall is a 5-storey integrated commercial mall built over one level of basement commercial space with a
189、 gross floor area of approximately 80,118 square meters.The Zone C Shopping Mall is a shopping mall located adjacent to the Jiachaos Shopping Mall.The Group promoted and further rented out the Zone C Shopping Mall to various independent tenants under the respective tenancy agreements with a remainin
190、g term ranging from one year to eleven years.As of 31 December 2024,approximately 97 tenants and approximately 96.2%of the lettable area of the Zone C Shopping Mall had been leased out as retail shops and restaurants and/or for entertainment and leisure use.The Zone C Shopping Mall offers a wide ran
191、ge of services and goods including a cinema,an aquarium,a photo shop,a bookshop,jewelries,beauty shops,a electrical devices shop,car sales,international labels for fashion,fitness,lifestyle,casual wear/sport,kids paradise,kids learning and restaurants.Certain areas of the Zone C Shopping Mall are re
192、nted to tenants on short-term leases for use,including kiosks and booths of trendy and stylish items.The Group further expanded its property operating business through its indirect wholly-owned PRC subsidiary which holds entire equity interests in Zhengzhou Yingrui Property Service Co.,Ltd.*(“鄭州英睿物業
193、服務有限公司”)(“Zhengzhou Yingrui”)during the Interim Period.Zhengzhou Yingrui leased 42 units with a rental period to expire in the first half of 2027 and with a gross floor area of approximately 130,873 square meters in an industrial park,the Zhiyun City,located in Xinmi City,Zhengzhou City,Henan Provin
194、ce,the PRC.The Group promoted and further rented out the Zhiyun City to approximately 79 tenants and approximately 73.2%of the lettable area had been leased out as production,processing and sales of mens and womens shoes,processing and sales of shoe accessories and wholesale of groceries as of 31 De
195、cember 2024.The Group also enlarges in property operating business through holding all equity interests in Zhengzhou Yinghao Property Service Co.,Ltd.*(“鄭州英浩物業服務有限公司”)(“Zhengzhou Yinghao”)and Zhengzhou Yinghan Property Service Co.,Ltd.*(“鄭州英瀚物業服務有限公司”)(“Zhengzhou Yinghan”)during the Interim Period.Z
196、hengzhou Yinghao leased 9 units with a rental period to expire in the mid of 2027 and with a gross floor area of approximately 40,142 square meters in the Zhiyun City.As of 31 December 2024,the Group promoted and further rented out the area leased by Zhengzhou Yinghao to approximately 180 tenants an
197、d approximately 52.3%of the lettable area had been leased out as wholesale of snacks,stationery and toys.And Zhengzhou Yinghan leased 7 units with a rental period to expire in the first half of 2039 and with a gross floor area of approximately 41,385 square meters in the Zhiyun City.As of 31 Decembe
198、r 2024,the Group promoted and further rented out the area leased by Zhengzhou Yinghan to approximately 198 tenants and approximately 44.3%of the lettable area had been leased out as wholesale of snacks,stationery,toys,sugar and machinery.*For identification purpose only45ART GROUP HOLDINGS LIMITEDIN
199、TERIM REPORT 2024The Group has an advantage of having an existing team of high-caliber and experienced management and staff to run the shopping mall and the industrial park together.As such,the extra costs for running the shopping mall and the industrial park have been minimal to the Group and the G
200、roup can generate considerable incomes from the provision of rental,management and operating services to tenants of the shopping mall and the industrial park.The larger the area of the shopping mall and the industrial park,the more the number of similar types of shops open,and thus more customers wi
201、ll be attracted by offering them a large diversity and well-known brand choices.Positive benefits and synergy effects on the customer flow and the tenant grade will be brought to the Group through management of the Zone C Shopping Mall and the Zhiyun City together,eventually contributing to affirmat
202、ive revenue and profit margin of property operating business.For the Interim Period,the Group recorded a revenue from the property operating business of approximately HK$47,028,000(2023:HK$70,311,000),approximately 33.1%less than that in 2023 and the segment result of approximately HK$21,706,000(202
203、3 segment loss:HK$102,264,000).The decrease in revenue and the increase in segment result from the property operating segment during the Interim Period were due to certain areas of the Jiachaos Shopping Mall involved in the litigation with the landlords creditors and that certain areas are relativel
204、y with low profit margin.Cargo Aircraft Charter SegmentDuring the Interim Period,the Group set up a non-wholly-owned Hong Kong subsidiary,Hainan-Hong Kong-Macau Aviation Development&Investment Holdings Limited*(“瓊港澳航空發展投資有限公司”)(“HHM Aviation”),to operate and manage certain specified cargo aircraft c
205、harter businesses including but not limited to cargo arrangement from Hong Kong to Miami and other locations(“Cargo Aircraft Charter Business”).The Group successfully provides cargo aircraft chartering services from Hong Kong to Miami for the transportation of air cargoes.During the Interim Period,t
206、he Cargo Aircraft Charter Business recorded revenue of approximately HK$42,268,000 and segment results of approximately HK$138,000.Due to the influence of U.S.tariff policies,the global economy and cargo aircraft operations are facing uncertainties.The Group will continue to strengthen our business
207、by expanding routes to mitigate market uncertainties and address the demand driven by global trade and e-commerce.The Board believes that the implementation of the Cargo Aircraft Charter Business will become a new revenue stream for the Group.*For identification purpose only46ART GROUP HOLDINGS LIMI
208、TEDINTERIM REPORT 2024Profit for the Interim PeriodThe Groups profit incurred for the Interim Period was approximately HK$26,654,000(loss in 2023:HK$38,290,000).The profit margin was approximately 29.8%for the Interim Period(loss margin in 2023:54.5%).Both increased significantly for the Interim Per
209、iod mainly because of(i)a one-off gain on termination of lease of approximately HK$302,912,000 and release of deferred tax liabilities upon derecognition of investment properties of approximately HK$15,741,000,off-set by loss on derecognition of investment properties of approximately HK$276,087,000;
210、and(ii)gain on bargain purchase of a PRC subsidiary of approximately HK$10,576,000.Other Income and Other Gain and LossOther income and other gain and loss for the Interim Period was approximately HK$6,962,000(2023:HK$7,908,000),which comprised interest incomes and other kinds of incomes generated f
211、rom property operating segment,such as car parking fees and other services provided to tenants.The decrease in other income and other gain and loss was mainly because interest income of rental deposits was reduced during the Interim Period.ExpensesAdministrative expenses amounted to approximately HK
212、$17,468,000(2023:HK$11,380,000),representing approximately 19.6%(2023:16.2%)of revenue for the Interim Period.Administrative expenses increased during the Interim Period due to more operating expenses incurred for both new property operating and cargo aircraft charter markets development.Reversal of
213、 allowance for expected credit loss on rental deposits amounted to approximately HK$6,740,000(2023:HK$132,000)for the Interim Period.Allowance for expected credit loss on rental deposits was provided in prior years due to the seizure and title transfer of certain areas of the Jiachaos Shopping Mall
214、and the Zone C Shopping Mall by a number of banks and financial institutions as a result of the exercise of their rights under the pledges of the shopping malls created by their owners,which in turn increased the credit risk to a certain extent.Reversal of allowance for expected credit loss on renta
215、l deposits increased because during the Interim Period,the landlord of the Jiachaos Shopping Mall notified the Group that rental payment of the Remaining Area was offset by the rental deposit paid before.47ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2024The carrying value of the Groups investment prope
216、rties,namely the Remaining Area of the Jiachaos Shopping Mall,the Zone C Shopping Mall and the Zhiyun City,as of 31 December 2024 of approximately HK$406,702,000(30 June 2024:HK$568,817,000)was stated at fair value based on an independent valuation as at that date,which produced a loss on fair value
217、 changes of investment properties of approximately HK$36,058,000(2023:HK$134,783,000).Decrease in the carrying value and the loss on fair value changes of investment properties was due to less areas of the Jiachaos Shopping Mall leased and operated by the Group and slow recovery of Chinas macro-econ
218、omy during the Interim Period,particularly the real estate market.Some real estate companies still have financial pressure.Under the influence of multiple factors,the supply and demand ends of the commercial real estate market are still weak.As a result,the commercial rental performance decreased.Th
219、e PRC government has made expanding domestic demand and increased customer consumption through some measures.In addition,customer consumption demands are constantly upgrading,and they pay more attention to consumption experience.The young customers(generation Z)prefer the integration of concepts suc
220、h as green,health,humanities and art,which can fit their interests,hobbies and lifestyles.The Group has conducted large-scale marketing and promotional activities to fit and attract different kinds of customers.Loss on derecognition of investment properties was approximately HK$276,087,000(2023:Nil)
221、and gain on termination of lease was approximately HK$302,912,000(2023:Nil).As described above,since certain areas of the Jiachaos Shopping Mall were involved in litigation with a number of creditors of its landlord,the rental area of 81,127.99 square meters of the Jiachaos Shopping Mall was deducte
222、d during the Interim Period from the lease contract entered into with its landlord on 26 April 2021 in respect of the Jiachaos Shopping Mall with a rental area of 125,188.32 square meters.Simultaneously,the derecognition of investment properties and termination of lease was therefore caused during t
223、he Interim Period.Gain on bargain purchase was approximately HK$10,576,000(2023:Nil)which was generated when a PRC subsidiary was acquired for less than its fair market value during the Interim Period,resulting in a gain to the Group.Finance costs amounted to approximately HK$12,951,000(2023:HK$18,9
224、64,000),representing approximately 14.5%(2023:27.0%)of revenue for the Interim Period.Decrease in finance costs was mainly due to lease termination with respect to certain areas of the Jiachaos Shopping Mall involved in the litigation with a number of creditors of its landlord during the Interim Per
225、iod.48ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2024Loan ReceivablesOn 28 April 2021,an indirect wholly-owned PRC subsidiary of the Company entered into a loan agreement with Fujian Qiancheng Lujingguan Engineering Co.,Ltd.*(“福建千城綠景觀工程有限公司”),an independent third party,(the“Borrower”)pursuant to which
226、,it was agreed to lend to the Borrower a loan in the principal amount of RMB250 million for a term of 12 months from the drawdown date at an interest of 7.5%per annum.During the year ended 30 June 2022,the principal amount was revised to RMB210 million,as well as the interest of 4.785%per annum.The
227、Group keeps focusing its resources on property operating business and has no intention to commence money lending business.The Borrower approached the Group and looked for a source of financing.The entering into of the aforesaid loan agreement is due to(i)the surplus cash position of the Group;(ii)th
228、e interest income to be received by the Group;and(iii)the credit and repayment ability of the Borrower and its guarantor.On 29 June 2022,the parties agreed to extend the repayment date of the loan to 27 April 2023(the“Renewed Loan”).Before extending the Renewed Loan,the Company has performed certain
229、 works to assess the credit risk and repayment ability of the Borrower and the guarantors and such works included(i)obtained and reviewed the latest management accounts of the Borrower then available;(ii)understood the updated business,operation and forecast of the Borrower;(iii)obtained and reviewe
230、d certain current business contracts of the Borrower and the guarantors;and(iv)conducted updated background and corporate searches of the Borrower and the guarantors.During the year ended 30 June 2024,the Borrower settled RMB20 million and HK$15 million after the maturity date on 27 April 2023.Since
231、 then,the Group had not received further payments of the remaining principal amount of approximately RMB145.7 million.In light of the deteriorating financial positions of the Borrower and the guarantors due to the weak property market and economy in the PRC,the directors consider that the credit ris
232、k of the Renewed Loan is high.Based on the advice of the PRC lawyer,legal actions will be taken against the Borrower and the guarantors.The litigation documents had filed to the competent court in the PRC in December 2024.The Company will make further announcement(s)on the updated status on the reco
233、very of the Renewed Loan when and where appropriate.Please also refer to the announcements of the Company dated 28 April 2021,13 May 2021,19 November 2021,27 May 2022,29 June 2022,23 February 2023,6 December 2023 and 10 December 2024,as well as the circular of the Company dated 12 August 2022 for de
234、tails.*For identification purpose only49ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2024There was no allowance or reversal of allowance for expected credit loss on loan receivables for the Interim Period(reversal of allowance in 2023:HK$37,310,000)because of settlements of RMB20 million and HK$15 milli
235、on made by the Borrower during the six months ended 31 December 2023.The Renewed Loan had not been settled on its maturity date;hence,the Borrower was considered to be in default as of 28 April 2023,and therefore,that loan receivable was transferred to stage 3 or written-off during the year ended 30
236、 June 2023 where lifetime expected credit loss was recognised.Moreover,there was no allowance for expected credit loss of another loan receivable of approximately HK$16 million arranged during the year ended 30 June 2024 because of its pledged securities and subsequent settlement made after the repo
237、rting period.DividendThe Board does not recommend the payment of an interim dividend for the Interim Period(2023:Nil).EVENT AFTER THE REPORTING PERIODPlease refer to note 21 to the condensed consolidated financial statements for details.FUTURE PLANS AND PROSPECTSIn view of achieving the best interes
238、ts of the Company and its shareholders as a whole,the Group has been putting effort on developing and expanding its operations of property operating business and cargo aircraft charter business.Substantial resources have been placed to explore prospects and develop relevant markets.The Group targets
239、 to engage in the provision of rental,management and operating services to more tenants of different kinds of properties in various locations.The Group persists in upgrading the tenants of the leased properties by offering tenancies to more popular brands and diversifying the types of tenants to mee
240、t the needs and interests of customers from different ages and backgrounds.To achieve these aims,the Group conducts marketing and promotion activities to raise the popularity of the leased properties,paying close attention to the business operations,helping key merchants in time and following closel
241、y with market trends to make appropriate management decisions in a timely manner so that a stable and constant stream of income and consistent cash flow can be continuously generated to the Group.The world keeps changing due to geopolitical tensions,regulatory changes and the high-interest-rate envi
242、ronment,of which,global economy in the coming year would still be highly variable and its pace of recovery from economic uncertainties continues to fluctuate.This poses a tremendous challenge to the Group.Nevertheless,the Group has been striving to use all its resources on hand flexibly to cope with
243、 the difficulties.By leveraging on the Groups current strategic plan and established strengths,experience and foresight,the Group continues to seize opportunities to penetrate different areas of the property operating market,explore other new market potential and increase profit margin.50ART GROUP H
244、OLDINGS LIMITEDINTERIM REPORT 2024The Group will continue to deploy its resources on the property operating business including but not limited to(i)apart from the current caliber management and competent employees of its subsidiaries,recruit more candidates with high-caliber and experience in proper
245、ty operating business;(ii)explore suitable properties to expand the Groups property management and operating portfolio;(iii)possible merger and acquisition of asset-light property operating business in the PRC so as to further expand the Groups property management and operating portfolio;and(iv)keep
246、 implementing conservative and stringent cost control policies to maintain sufficient working capital and alleviate the financial pressure on the property operating business by imposing control over operating costs and capital expenditures and strengthening accounts receivable management.According t
247、o the National Bureau of Statistics,gross domestic product in 2024 was approximately RMB134.9 billion,representing an increase of approximately 5%to the corresponding period in 2023.The PRC government also gradually implemented policies to expand domestic demand for goods and services and promote co
248、nsumption,which is expected to continue effectively to stimulate consumption potential,in particular household,promote the release of consumer demand,and thereby enhance merchant confidence.The shop leasing market in different cities is expected to continue to recover.Looking forward,the Group conti
249、nues to place on its property operating business by enhancing the value and economic returns of the existing leased properties,expanding the properties the Group operates and diversify the Groups business when and where opportunities arise.Due to the influence of U.S.tariff policies,the global econo
250、my and cargo aircraft operations are facing uncertainties.The Group will continue to strengthen its business by expanding routes to mitigate market uncertainties and address the demand driven by global trade and e-commerce.The Board believes that the implementation of the Cargo Aircraft Charter Busi
251、ness will become new revenue streams for the Group.By continually capturing opportunities for expansion and diversifying the Groups business with extra prudence in flexibility and efficiency in the management,decision-making and long-term strategy formulation,the market value of the Company and the
252、return to its shareholders will be maximised in the long term.LIQUIDITY AND FINANCIAL RESOURCESAs at 31 December 2024,the Group had net current liabilities and total assets less current liabilities of approximately HK$62,923,000(30 June 2024:HK$51,194,000)and HK$407,517,000(30 June 2024:HK$571,561,0
253、00),respectively.The Group had maintained its financial position by financing its operations with internally generated resources and issue of bonds.As at 31 December 2024,the Group had cash and bank deposits of approximately HK$35,974,000(30 June 2024:HK$40,239,000).The current ratio of the Group wa
254、s approximately 57.0%(30 June 2024:63.3%).51ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2024Total equity of the Group as at 31 December 2024 was approximately HK$18,139,000(total deficit as at 30 June 2024:HK$7,938,000).As at 31 December 2024,two bonds(30 June 2024:two bonds)measured at amortised cost
255、was approximately HK$10,397,000(30 June 2024:HK$10,005,000)in aggregate,the gross debt gearing ratio(i.e.bonds/shareholders fund)was approximately positive 57.3%(30 June 2024:negative 126.0%).The substantial shareholders have agreed to provide the Company with sufficient financial support to enable
256、the Company to meet its obligations to third parties as and when they fall due and to continue as a going concern.Though the return of funds has slowed down since 2020 as a result of the ongoing COVID-19 epidemic,the Group still has maintained and will continue to maintain a reasonable amount of wor
257、king capital on hand in order to maintain its financial position,and sufficient resources are expected to be generated from its business operations and financial support from the substantial shareholders of the Company in meeting its short-term and long-term obligations.FINANCINGAs at 31 December 20
258、24,the Group had no banking facilities(30 June 2024:Nil).In addition,two bonds(30 June 2024:two bonds)amounted to approximately HK$10,397,000(30 June 2024:HK$10,005,000)in aggregate,measured at amortised cost,were arranged with one(30 June 2024:one)independent third party.The Board believes that the
259、 existing financial resources will be sufficient to meet future expansion plans and,if necessary,the Group will be able to obtain additional financing with favourable term.CAPITAL STRUCTUREAs at 31 December 2024,the share capital of the Company comprised ordinary shares only.FOREIGN EXCHANGE RISK AN
260、D INTEREST RATE RISKDuring the Interim Period,the Group was not subject to any significant exposure to foreign exchange rates risk as most of its transactions were denominated in RMB and USD.Hence,no financial instrument for hedging was employed.The Board monitors interest rate change exposure and m
261、ay consider a hedging policy should the need arise.CHARGE ON GROUPS ASSETSAs at 31 December 2024,the Group did not pledge any assets to any banks or financial institutions(30 June 2024:Nil).52ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2024STAFF POLICYThe Group had 79 employees altogether in the PRC an
262、d Hong Kong as at 31 December 2024.The Group offers comprehensive and competitive remuneration,retirement schemes and benefit package to its employees.A discretionary bonus is offered to the Groups staff depending on their performance.The Group is required to make contribution to a social insurance
263、scheme in the PRC.Moreover,the Group and its employees in the PRC are required to make respective contribution to fund the endowment insurance,unemployment insurance,medical insurance,employees compensation insurance and birth insurance(for employers only)at the rates specified in the relevant PRC l
264、aws and regulations.The Group has adopted a provident fund scheme as required under the Mandatory Provident Fund Schemes Ordinance(Chapter 485 of the Laws of Hong Kong)for its employees in Hong Kong.The Group also provides periodic internal training to its employees.Three independent non-executive d
265、irectors are appointed by the Company for a term of one year commencing from 25 July,19 September and 1 December each year respectively.CONTINGENT LIABILITIESAt the end of the reporting period,the Group and the Company did not have any significant contingent liabilities.DIRECTORS INTERESTS IN SHARES
266、 AND UNDERLYING SHARESAs at 31 December 2024,the interests of the directors and their associates in the shares and underlying shares of the Company and its associated corporations,as recorded in the register maintained by the Company pursuant to Section 352 of the Securities and Futures Ordinance(Ch
267、apter 571 of the Laws of Hong Kong)(“SFO”),or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited(the“Stock Exchange”)pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers,were as follows:53ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2024Long
268、 positionsOrdinary shares of HK$0.01 each of the CompanyName of directorCapacityNumber of issued ordinary shares heldPercentage of the issued share capital of the CompanyMr.Chen JinyanBeneficial owner and held by controlled corporation(Note)597,280,00022.21%Note:Among the 597,280,000 shares,593,480,
269、000 shares are held by Fully Chain Limited,a company incorporated in the British Virgin Islands(the“BVI”),the entire issued share capital of which is beneficially owned by Mr.Chen Jinyan and 3,800,000 shares are held by Mr.Chen Jinyan.Other than as disclosed above,none of the directors,chief executi
270、ves or their associates had any interest or short positions in any shares or underlying shares of the Company or any of its associated corporations as at 31 December 2024.54ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2024ARRANGEMENT TO PURCHASE SHARES OR DEBENTURESSave as disclosed under the section he
271、aded“Share options”below,at no time during the Interim Period was the Company,its holding company,or any of its subsidiaries,a party to any arrangements to enable the directors of the Company to acquire benefits by means of acquisition of shares in,or debentures of,the Company or any other body corp
272、orate.DIRECTORS INTERESTS IN CONTRACTS OF SIGNIFICANCENo contract of significance,to which the Company,its holding company or any of its subsidiaries was a party and in which a director of the Company had a material interest,whether directly or indirectly,subsisted at the end of the Interim Period o
273、r at any time during the Interim Period.SUBSTANTIAL SHAREHOLDERSAs at 31 December 2024,the register of substantial shareholders maintained by the Company pursuant to Section 336 of the SFO shows that other than the interests disclosed in the section headed“Directors interests in shares and underlyin
274、g shares”above,the following shareholders had notified the Company of relevant interests in the issued share capital of the Company.Long positions Ordinary shares of HK$0.01 each of the CompanyName of shareholderCapacityNumber of issued ordinary shares heldPercentage of the issued share capital of t
275、he CompanyMs.Lin LinBeneficial owner and interest in a controlled corporation(Note 1)369,100,00013.73%Mr.Chen JinqingBeneficial owner and interest in a controlled corporation(Note 2)188,315,0007.00%Dresdner VPV N.V.Investment manager139,755,2005.20%Notes:(1)Among the 369,100,000 shares,324,340,000 s
276、hares are held by Jinjie Limited,a company incorporated in the BVI,the entire issued share capital of which is beneficially owned by Ms.Lin Lin and 44,760,000 shares are held by Ms.Lin Lin.Ms.Lin Lin is the sister-in-law of Mr.Chen Jinyan.(2)Among the 188,315,000 shares,166,000,000 shares are held b
277、y Ultimate Name Limited,a company incorporated in the BVI,the entire issued share capital of which is beneficially owned by Mr.Chen Jinqing and 22,315,000 shares are held by Mr.Chen Jinqing.Mr.Chen Jinqing is the youngest brother of Mr.Chen Jinyan.55ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2024Other
278、 than disclosed above,the Company has not been notified of any other relevant interests or short positions in the issued share capital of the Company as at 31 December 2024.SHARE OPTIONSThe Companys share option scheme(the“Share Option Scheme”)became effective on 23 November 2023.Particulars of the
279、Share Option Scheme are set out in note 29 to the consolidated financial statements of the Companys 2024 annual report.The following table disclosed movements in the Companys share options during the Interim Period:GranteeDate of grantExercise periodExercise PriceOutstanding at 1.7.2024Granted durin
280、g the InterimPeriodExercised during the InterimPeriodForfeited during the InterimPeriodLapsed during the InterimPeriodOutstanding at 31.12.2024HK$Employees15.1.201815.1.2018 to 14.1.20280.43026,850,00026,850,000Granted Total26,850,00026,850,000PURCHASE,SALE OR REDEMPTION OF THE COMPANYS LISTED SECUR
281、ITIESDuring the Interim Period,neither the Company nor any of its subsidiaries purchased,sold or redeemed any of the Companys listed securities.CODE ON CORPORATE GOVERNANCEThe Company is committed to achieving the best corporate governance practices as a listed company.The Board believes that high s
282、tandards and rigorous corporate governance practices can improve the accountability and transparency of the Company.Consequently,during the Interim Period,the Company complied with the Corporate Governance Code contained in Appendix C1 of the Rules Governing the Listing of Securities on the Stock Ex
283、change(the“Listing Rules”).MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS OF LISTED ISSUERS(THE“MODEL CODE”)The Group has adopted the Model Code set out in Appendix C3 of the Listing Rules as the code of conduct regarding directors securities transactions.All directors have confirmed that they
284、have complied with the required standard set out in the Model Code throughout the Interim Period.56ART GROUP HOLDINGS LIMITEDINTERIM REPORT 2024The Company has also established written guidelines(the“Employees Written Guidelines”)no less exacting than the Required Standard of Dealings for securities
285、 transactions by employees who are likely to be in possession of unpublished price-sensitive information of the Company.No incident of non-compliance of the Employees Written Guidelines by the employees was noted by the Company.AUDIT COMMITTEEThe audit committee of the Company comprises three indepe
286、ndent non-executive directors of the Company.The principal duties of the audit committee include the review of the Groups financial reporting procedures,risk management and internal control and financial results.The audit committee has reviewed with the management the accounting principles and pract
287、ices adopted by the Group and discussed auditing and financial reporting matters including the review of the unaudited condensed consolidated interim financial statements of the Group for the Interim Period.INDEPENDENT REVIEWThe results for the Interim Period are unaudited,but have been reviewed by
288、the independent auditors of the Company in accordance with Hong Kong Standard on Review Engagements 2410“Review of Interim Financial Information Performed by the Independent Auditor of the Entity”issued by the Hong Kong Institute of Certified Public Accountants.By order of the BoardSu PeixinChairmanHong Kong28 February 2025
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