Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

GREATER BAY AREA DYNAMIC GROWTH HOLDING LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1189)

UNAUDITED ANNUAL RESULTS ANNOUNCEMENT

FOR THE YEAR ENDED 31 DECEMBER 2020

Reference is made to the announcements of GREATER BAY AREA DYNAMIC GROWTH HOLDING LIMITED (the "Company") dated 22 March 2021, 31 March 2021 and 14 April 2021 in relation to, among other things, the delay in publication of the 2020 Annual Results (collectively the "Announcements"). Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as defined in the Announcements.

The board (the "Board") of directors (the "Directors") of the Company announces the unaudited consolidated results and financial position of the Company and its subsidiaries (hereinafter collectively referred to as the "Group") for the year ended 31 December 2020 together with the comparative figures for the corresponding year ended 31 December 2019 as follows:

1

UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 31 December 2020

2020

2019

Notes

HK$'000

HK$'000

(Unaudited)

(Audited)

(Restated)

CONTINUING OPERATIONS

63,337

Revenue

3

139,949

Cost of sales

(55,322)

(77,992)

Gross profit

8,015

61,957

Other income, gains and losses, net

12,336

2,590

Gain on disposal of subsidiaries

48,835

-

Loss on fair value changes of investment

(16,209)

properties

(37,743)

Impairment loss on property, plant and

(28,992)

equipment

(7,356)

Selling and distribution expenses

(284)

(972)

Administrative and other operating expenses

(80,390)

(94,099)

Finance costs

(1,762)

(150)

Loss before tax

(58,451)

(75,773)

Income tax credit (expense)

5

6,859

(1,398)

Loss for the year from continuing operations

7

(51,592)

(77,171)

DISCONTINUED OPERATION

Loss for the year from discontinued

operation

6

(15,892)

(33,725)

Loss for the year

(67,484)

(110,896)

Other comprehensive income (expense) for

the year

Items that may be reclassified subsequently to

profit or loss:

Exchange differences arising on translation of

15,648

foreign operations

(12,118)

Exchange differences reclassified to profit or

(19,153)

loss upon disposal of a subsidiaries

-

Other comprehensive expense for the year

(3,505)

(12,118)

Total comprehensive expense for the year

(70,989)

(123,014)

2

2020

2019

Notes

HK$'000

HK$'000

(Unaudited)

(Audited)

(Restated)

Loss for the year attributable to:

Owners of the Company

Loss for the year from the continuing

(41,494)

operations

(65,285)

Loss for the year from the discontinued

(14,208)

operation

(30,150)

(55,702)

(95,435)

Non-controlling interests

Loss for the year from the continuing

(10,098)

operations

(11,886)

Loss for the year from the discontinued

(1,684)

operation

(3,575)

(11,782)

(15,461)

(67,484)

(110,896)

Total comprehensive expense for the year

attributable to:

(55,599)

Owners of the Company

(106,287)

Non-controlling interests

(15,390)

(16,727)

(70,989)

(123,014)

Loss per share (HK$) from continuing and

discontinued operations

(0.07)

Basic and diluted

8

(0.12)

Loss per share (HK$) from continuing

operations

(0.05)

Basic and diluted

8

(0.08)

3

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 December 2020

2020

2019

Notes

HK$'000

HK$'000

(Unaudited)

(Audited)

Non-current assets

Property, plant and equipment

211,996

253,961

Right-of-use assets

2,609

33,746

Investment properties

75,000

90,000

289,605

377,707

Current assets

Inventories

908

1,488

Trade and other receivables

9

32,576

56,500

Investments held for trading

116

189

Bank balances and cash

1,814,081

1,816,076

1,847,681

1,874,253

Assets classified as held for sale

6

2,951

49,910

1,850,632

1,924,163

Current liabilities

Trade and other payables

10

45,853

81,875

Interest-bearing borrowing

22,000

-

Tax payables

11,263

9,859

Lease liabilities

1,863

40,462

Contract liabilities

2,030

1,883

83,009

134,079

Liabilities associated with assets classified as

held for sale

6

1,376

37,053

84,385

171,132

Net current assets

1,766,247

1,753,031

Total assets less current liabilities

2,055,852

2,130,738

4

2020

2019

Note

HK$'000

HK$'000

(Unaudited)

(Audited)

Non-current liabilities

Deferred tax liabilities

24,033

30,055

Lease liabilities

871

2,691

24,904

32,746

NET ASSETS

2,030,948

2,097,992

Capital and reserves

Share capital

11

7,892

7,892

Reserves

1,840,252

1,915,580

Equity attributable to owners of the Company

1,848,144

1,923,472

Non-controlling interests

182,804

174,520

TOTAL EQUITY

2,030,948

2,097,992

5

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2020

  1. GENERAL INFORMATION
    GREATER BAY AREA DYNAMIC GROWTH HOLDING LIMITED (the "Company") is incorporated in Bermuda as an exempted company with limited liability and its shares are listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The addresses of the registered office and principal place of business of the Company are disclosed in the corporate information section to the annual report.
    The Company acts as an investment holding company and its subsidiaries (together with the Company collectively referred to as the "Group") are principally engaged in the businesses of hotel operations, leasing and trading of securities.
    Other than those subsidiaries established in the People's Republic of China (the "PRC") which functional currency is Renmenbi ("RMB"), the functional currency of the Company and its other subsidiaries is Hong Kong dollars ("HK$"). The unaudited consolidated financial statements are presented in HK$ and rounded to the nearest thousands unless otherwise indicated.
    Certain comparative figures are reclassified to conform with presentation for the current year.
  2. APPLICATION OF AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs")
    Amendments to HKFRSs that are mandatorily effective for the current year
    In the current year, the Group has applied the Amendments to References to the Conceptual Framework in HKFRS Standards and the following amendments to HKFRSs issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") for the first time, which are mandatorily effective for the annual period beginning on or after 1 January 2020 for the preparation of the unaudited consolidated financial statements:

Amendments to HKAS 1 and HKAS 8

Definition of Material

Amendments to HKFRS 3

Definition of a Business

Amendments to HKFRS 9, HKAS 39

and HKFRS 7

Interest Rate Benchmark Reform

The application of the Amendments to References to the Conceptual Framework in HKFRS Standards and the amendments to HKFRSs in the current year had no material impact on the Group's financial positions and performance for the current and prior years and/or on the disclosures set out in the unaudited consolidated financial statements.

6

3. REVENUE

The Group owns/leases and operates hotels and provides hotel management and related services. The Group also owns investment properties for property rental business. Revenue recognised in the unaudited consolidated financial statements during the year are as follows:

Continuing operations

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

(Restated)

Hotel operations

- Hotel rooms

26,884

70,890

- Food & beverage

8,622

21,165

Revenue from contract with customers

35,506

92,055

Rental income

27,831

47,655

Dividend income

-

239

Total revenue

63,337

139,949

Geographical markets

- PRC

35,506

92,055

Timing of recognition of revenue from contract with

customers

- At a point in time

8,622

21,165

- Over time

26,884

70,890

35,506

92,055

Discontinued operation (note 6)

Hotel operations

- Hotel rooms

22,110

67,785

- Food & beverage

654

7,642

22,764

75,427

7

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

(Restated)

Discontinued operation (note 6) (continued)

Geographical markets

- Hong Kong

22,764

75,427

Timing of recognition of revenue from contract with

customers

- At a point in time

654

7,642

- Over time

22,110

67,785

22,764

75,427

Performance obligations for contracts with customers

The Group's revenue from contracts with customers consist of hotel rooms and food and beverage.

The transaction price of hotel rooms and food and beverage is the net amount collected from the customer for such goods and services. The transaction price for such transactions is recorded as revenue when the good or service is transferred or rendered to the customer during their stay at the hotel or when the delivery is made for food and beverage.

The Group has certain contracts that include multiple goods and services, such as packages that bundle food and beverage and other services with hotel stays. For such arrangements, the Group allocates revenue to each good or service based upon its relative standalone selling price. The Group primarily determines the standalone selling price of hotel rooms and food and beverage based upon the amount that the Group charges when each is sold separately in similar circumstances to similar customers.

The Group elects to apply the practical expedient under HKFRS 15 and does not disclose the amount of the transaction price allocated to the remaining obligations for contracts with an expected duration for one year or less or contracts for hotel operations.

8

Leases

Continuing operations

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

For operating leases:

Lease payments that are fixed

27,831

47,655

No contingent rental is included in operating lease income.

The Group leases out various offices, warehouses, advertising spaces, restaurants and retail stores under operating leases. The leases typically run for an initial period of one to eight years.

The Group is not exposed to foreign currency risk as a result of the lease arrangements, as all leases are denominated in the respective functional currencies of the group entities. The lease contracts do not contain residual value guarantee and/or lessee's option to purchase the property at the end of lease term.

4. OPERATING SEGMENTS

Information reported to the executive directors of the Company, being the chief operating decision makers ("CODM"), for the purposes of resource allocation and assessment of segment performance focuses on types of services provided and activities carried out by the Group's operating divisions.

No operating segments have been aggregated in arriving at the reportable segments of the Group. Specifically, the Group's reportable segments under HKFRS 8 Operating Segments are as follows:

  1. Hotel operations - hotel accommodation, food and beverage services and rental income from rentals of shop units situated in the hotels of the Group and from rentals of investment properties; and
  2. Securities trading - trading of equity securities.

9

Segment revenues and results

The following is analysis of the Group's revenue and results by reportable segments:

Discontinued

Continuing operations

Operation

Hotel

Securities

Hotel

Year ended 31 December 2020 (Unaudited)

operations

trading

Subtotal

operations

Consolidated

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

Segment revenue

63,337

-

63,337

22,764

86,101

Segment (loss)/profit excluding depreciation of

property, plant and equipment and right-of-use

assets, impairment loss on property, plant and

equipment and loss on fair value changes of

investments held for trading

(9,494)

(11)

(9,505)

13,643

4,138

Depreciation of property, plant and equipment

(28,803)

-

(28,803)

(142)

(28,945)

Depreciation of right-of-use assets

(382)

-

(382)

(29,393)

(29,775)

Impairment loss on property, plant and equipment

(28,992)

-

(28,992)

-

(28,992)

Loss on fair value changes of investments

held for trading

-

(73)

(73)

-

(73)

Segment loss

(67,671)

(84)

(67,755)

(15,892)

(83,647)

Unallocated income and expenses

Directors' emoluments

(3,321)

Interest income on bank deposits

20,133

Loss on fair value changes of investment

properties

(16,209)

Gain on disposal of subsidiaries

48,835

Central administrative costs and unallocated

corporate expenses

(40,134)

Loss before tax

(74,343)

10

Discontinued

Continuing operations

Operation

Hotel

Securities

Hotel

Year ended 31 December 2019 (Audited)

operations

trading

Subtotal

operations

Consolidated

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

Segment revenue

139,710

239

139,949

75,427

215,376

Segment profit excluding depreciation of property,

plant and equipment and right-of-use assets,

impairment loss on property, plant and

equipment and right-of-use assets and loss on

fair value changes of investments held for

trading

14,796

228

15,024

14,464

29,488

Depreciation of property, plant and equipment

(29,097)

-

(29,097)

(447)

(29,544)

Depreciation of right-of-use assets

(161)

-

(161)

(38,542)

(38,703)

Impairment loss on property, plant and equipment

(7,356)

-

(7,356)

-

(7,356)

Impairment loss on right-of-use assets

-

-

-

(9,200)

(9,200)

Loss on fair value changes of investments held for

trading

-

(3,089)

(3,089)

-

(3,089)

Segment loss

(21,818)

(2,861)

(24,679)

(33,725)

(58,404)

Unallocated income and expenses

Directors' emoluments

(3,548)

Interest income on bank deposits

7,623

Loss on fair value changes of investment

properties

(37,743)

Central administrative costs and unallocated

corporate expenses

(17,426)

Loss before tax

(109,498)

The accounting policies of the operating segments are the same as the Group's accounting policies. Segment loss represents the loss from each segment without allocation of directors' emoluments, interest income on bank deposits, loss on fair value changes of investment properties, gain on disposal of subsidiaries and central administrative costs and unallocated corporate expenses. This is the measure reported to the CODM for the purposes of resource allocation and performance assessment.

11

Segment assets and liabilities

The following is an analysis of the Group's assets and liabilities by reportable and operating segments:

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

Segment assets

Hotel operations

237,454

334,899

Securities trading

123

200

Total segment assets

237,577

335,099

Investment properties

75,000

90,000

Bank balances and cash

1,814,081

1,816,076

Assets classified as held for sale (note 6)

2,951

49,910

Other unallocated assets

10,628

10,785

Consolidated assets

2,140,237

2,301,870

Segment liabilities

Hotel operations

50,617

126,426

Securities trading

-

485

Total segment liabilities

50,617

126,911

Tax payables

11,263

9,859

Deferred tax liabilities

24,033

30,055

Interest-bearing borrowing

22,000

-

Liabilities associated with assets classified as held for sale

(note 6)

1,376

37,053

Consolidated liabilities

109,289

203,878

For the purposes of monitoring segment performance and allocating resources between segments:

  • all assets are allocated to operating segments other than investment properties, bank balances and cash, assets classified as held for sale and other unallocated assets; and
  • all liabilities are allocated to operating segments other than tax payables, deferred tax liabilities, interest-bearing borrowing and liabilities associated with assets classified as held for sale.

12

Other segment information

Year ended 31 December 2020 (Unaudited)

Discontinued

Continuing operations

operation

Hotel

Securities

Hotel

operations

trading

operations

Unallocated

Consolidated

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

Amounts included in the measure of segment

(loss)/profit or segment assets:

Addition to property, plant and equipment

213

-

-

-

213

Depreciation of property, plant and equipment

28,803

-

142

315

29,260

Depreciation of right-of-use assets

382

-

29,393

1,405

31,180

Impairment loss on property, plant and equipment

28,992

-

-

-

28,992

Loss on disposal of property, plant and equipment

15

-

-

-

15

Year ended 31 December 2019 (Audited)

Discontinued

Continuing operations

Operation

Hotel

Securities

Hotel

operations

trading

operations

Unallocated

Consolidated

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

(Restated)

(Restated)

Amounts included in the measure of segment

profit (loss) or segment assets:

Addition to property, plant and equipment

476

-

-

-

476

Depreciation of property, plant and equipment

29,097

-

447

276

29,820

Depreciation of right-of-use assets

161

-

38,542

803

39,506

Impairment loss on property, plant and equipment

7,356

-

-

-

7,356

Loss on disposal of property, plant and equipment

29

-

-

-

29

Write-off of trade receivables

934

-

-

-

934

13

Geographical information

The Group's operations are located in Hong Kong and the PRC.

Information about the Group's revenue from external customers is presented based on the location of operations. Information about the Group's non-current assets is presented based on the geographical location of the assets.

Revenue from external

customers

Non-current assets

2020

2019

2020

2019

HK$'000

HK$'000

HK$'000

HK$'000

(Unaudited)

(Audited)

(Unaudited)

(Audited)

Restated

Discontinued hotel operation - Hong

Kong

22,764

75,427

-

33,359

Continuing hotel operations - The PRC

63,337

139,710

287,755

344,348

Continuing securities trading operations

- Hong Kong

-

239

1,850

-

86,101

215,376

289,605

377,707

Information about major customers

No single customer contributed over 10% of the total revenue of the Group for both years.

14

5. INCOME TAX (CREDIT)/EXPENSE

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

Continuing operations

Current tax:

PRC Enterprise Income Tax

963

3,504

Under provision in prior years:

PRC Enterprise Income Tax

98

179

1,061

3,683

Deferred tax:

Current year

(7,920)

(2,285)

(6,859)

1,398

On 21 March 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the "Bill") which introduces the two-tiered profits tax rates regime. The Bill was signed into law on 28 March 2018 and was gazetted on the following day. Under the two-tiered profits tax rates regime, the first HK$2 million of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million will be taxed at 16.5%. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.

The directors of the Company considered the amount involved upon implementation of the two-tiered profits tax rates regime as insignificant to the unaudited consolidated financial statements. Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profit for the years ended 31 December 2020 and 2019.

No provision for taxation in Hong Kong has been made as the Group has no assessable profit arising in Hong Kong for the years ended 31 December 2020 and 2019.

Under the Law of the PRC on Enterprise Income Tax (the "EIT Law") and Implementation Regulation of the EIT Law, the tax rate of the PRC subsidiaries is 25% for the years ended 31 December 2020 and 2019.

15

6. DISCONTINUED OPERATION/DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE

On 23 November 2018, Shropshire Property Limited ("Shropshire Property"), an indirect

wholly-owned subsidiary of the Company, and Luoyang Dinghe Electric Construction Company Limited (洛陽鼎和電力建設有限公司) (the "Purchaser") entered into a sale and purchase agreement (the "Disposal Agreement"), pursuant to which Shropshire Property has conditionally

agreed to dispose to the Purchaser of its entire equity interest in Luoyang Golden Gulf Hotel Company Limited (洛陽金水灣大酒店有限公司) ("Luoyang Golden Gulf"), a 60% owned subsidiary of Shropshire Property, at a consideration of RMB61,000,000 (equivalent to approximately HK$68,500,000). On 22 May 2019, the Purchaser and Shropshire Property entered into a supplemental agreement to extend the long stop date to 10 months from the date of the Disposal Agreement, with all terms and conditions remain unchanged. A deposit of RMB21,000,000 (equivalent to approximately HK$23,906,000) was received by the Company in November 2018 and included in "trade and other payables" as at 31 December 2019.

The major asset of Luoyang Golden Gulf is Luoyang Golden Gulf Hotel situated in Luoyang in the PRC. The assets and liabilities attributable to Luoyang Golden Gulf, which was expected to be sold within twelve months subsequent to the end of reporting period 31 December 2019, had been classified as a disposal group held for sale and are presented separately in the consolidated statement of financial position at 31 December 2019.

On 26 February 2020, the disposal of Luoyang Golden Gulf was completed.

16

On 31 December 2020, Rosedale Hotel Group Limited ("Rosedale Hotel Group"), an indirect wholly-owned subsidiary of the Company, and Kocan Investment Limited ("Kocan") entered into a sale and purchase agreement, pursuant to which Rosedale Hotel Group has agreed to dispose to Kocan of its entire equity interest in Rosedale Park Limited ("Rosedale Park"), a 100% owned subsidiary of Rosedale Hotel Group, at a consideration of the aggregate of HK$1,106,300 and net current asset value of Rosedale Park at the completion date.

The assets and liabilities attributable to Rosedale Park which is expected to be sold within twelve months subsequent to the end of reporting period 31 December 2020, have been classified as a disposal company held for sale and are presented separately in the unaudited consolidated statement of financial position at 31 December 2020.

Since the operation of Rosedale Park represents a separate major geographical area of operations, i.e. hotel operation in Hong Kong, it is therefore reclassified to discontinued operation in the unaudited consolidated statement of profit or loss and other comprehensive income. Comparative figures have been restated to conform with the presentation where applicable.

Profit or loss arising from the discontinued operation:

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

Revenue

22,764

75,427

Direct operating costs

(42,138)

(76,157)

Gross loss

(19,374)

(730)

Other income and losses

17,585

1,359

Impairment losses on right-of-use assets

-

(9,200)

Distribution and selling expense

(169)

(312)

Administrative and other operating expenses

(12,744)

(21,544)

Finance costs

(1,190)

(3,298)

Loss before tax

(15,892)

(33,725)

Income tax expense

-

-

Loss for the year from discontinued operation

(15,892)

(33,725)

17

Cash flows from discontinued operation

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

Net cash inflows from operating activities

9,724

15,458

Net cash inflows from investing activities

-

7

Net cash outflows from financing activities

(13,475)

(22,344)

Net cash outflows

(3,751)

(6,879)

Assets and liabilities classified as held for sale

The major classes of assets and liabilities of Rosedale Park as at 31 December 2020, which have been classified as held for sale and presented separately in the unaudited consolidated statement of financial position, are as follows:

2020

HK$'000

(Unaudited)

Inventories

80

Trade and other receivables

1,398

Bank balances and cash

1,473

Assets classified as held for sale

2,951

Trade and other payables

1,319

Contract liabilities

57

Liabilities associated with assets classified as held for sale

1,376

The disposal was completed after the end of reporting period on 1 January 2021.

18

The major classes of assets and liabilities of the Luoyang Golden Gulf as at 31 December 2019, which have been classified as held for sale and presented separately in the consolidated statement of financial position, are as follows:

2019

HK$'000

(Audited)

Property, plant and equipment

45,328

Inventories

650

Trade and other receivables

2,906

Bank balances and cash

1,026

Assets classified as held for sale

49,910

Trade and other payables

36,191

Tax payables

130

Deferred tax liabilities

732

Liabilities associated with assets classified as held for sale

37,053

19

7. LOSS FOR THE YEAR Continuing operations

Loss for the year has been arrived at after charging (crediting):

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

(Restated)

Depreciation of property, plant and equipment

29,118

29,373

Depreciation of right-of-use assets

1,787

964

Total depreciation

30,905

30,337

Auditor's remuneration

2,100

2,847

Employee benefits expenses

42,065

51,116

Expense relating to short-term leases and

other leases with lease terms ending

within 12 months of the date of initial

application of HKFRS 16

-

990

Hotel management fee

10,308

25,565

20

8. LOSS PER SHARE

From continuing operation and discontinued operation

The calculation of the basic and diluted loss per share attributable to owners of the Company is based on the following data:

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

Loss for the year attributable to owners of the Company for

the purpose of calculating basic and diluted loss per share

55,702

95,435

Number of shares

2020

2019

(Unaudited)

(Audited)

Weighted average number of ordinary shares for the purpose

of calculating basic and diluted loss per share

789,211,046

789,211,046

The computation of diluted loss per share for years ended 31 December 2020 and 2019 does not assume the exercise of the Company's share options since their assumed exercise would result in decrease in loss per share.

From continuing operations

The calculation of the basic and diluted loss per share for the year from the continuing operations attributable to owners of the Company is based on the following data:

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

Loss for the year attributable to owners of the Company

55,702

95,435

Less:

Loss for the year attributable to owners of the Company

from discontinued operations

(14,208)

(30,150)

Loss for the purpose of calculating basic

and diluted loss per share from

continuing operations

41,494

65,285

The denominators used are the number of shares as those detailed above for basic and diluted loss per share.

21

9. TRADE AND OTHER RECEIVABLES

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

Trade receivables

- contracts with customers

1,140

2,644

- operating lease receivables

242

426

1,382

3,070

Rental and utility deposits

1,250

21,025

Other receivables and prepayments for

operating expenses

29,944

32,405

Total trade and other receivables

32,576

56,500

The following is an aged analysis of trade receivables presented based on the invoice dates.

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

0 - 30 days

1,063

2,673

31 - 60 days

272

184

61 - 90 days

43

68

Over 90 days

4

145

1,382

3,070

22

The Group grants credit period up to 30 days to its customers upon issuance of invoice. The aged analysis of trade receivables presented based on due dates is as follows:

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

Not yet due

1,063

2,673

Past due:

Within 30 days

272

184

31 to 60 days

40

60

61 to 90 days

3

8

Over 90 days

4

145

1,382

3,070

At 31 December 2020, included in the Group's trade receivables balance are debtors with aggregate carrying amount of HK$319,000 (2019: HK$397,000) which are past due as at the reporting date. Out of the past due balances, HK$4,000 (2019: HK$145,000) has been past due 90 days or more and is not considered as in default since the Group has reasonable information to support the accounts and fully recoverable.

10. TRADE AND OTHER PAYABLES

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

Trade payables

4,411

5,189

Other payables and accruals

Deposit received

6,870

29,947

Accrued expenses

16,352

11,854

Other tax payables

556

682

Other payables

17,664

34,203

41,442

76,686

45,853

81,875

23

The following is an aged analysis of trade payables presented based on the invoice date.

2020

2019

HK$'000

HK$'000

(Unaudited)

(Audited)

0 - 30 days

1,062

2,507

31 - 60 days

762

1,388

61 - 90 days

442

461

Over 90 days

2,145

833

4,411

5,189

The credit period on purchases of goods ranged from 30 to 60 days.

11. SHARE CAPITAL OF THE COMPANY

Number

Share

of shares

capital

HK$'000

Ordinary shares of HK$0.01 each

Authorised

At 1 January 2019,

31 December 2019 (audited) and 2020 (unaudited)

150,000,000,000

1,500,000

Issued and fully paid

At 1 January 2019,

31 December 2019 (audited) and 2020 (unaudited)

789,211,046

7,892

24

MANAGEMENT DISCUSSION AND ANALYSIS

MARKET REVIEW

Year 2020 was challenging disorderly for the world, with the COVID-19 pandemic and the related containment measure took a drastic toll across businesses. Almost no industry was unaffected by the pandemic. For the year ended 31 December 2020 under review, the continuous upgrade of the highly infectious pandemic has led to a 'home-based' economy with substantial travel restrictions and lockdowns across the People's Republic of China (the "PRC"), and many countries have drastically reduced or even closed air travel with the PRC, particularly delivered a hard hit to the hotel sector, some of our hotels in the PRC which have witnessed significantly lowered occupancies in the first quarter of 2020 amid the lockdowns imposed by the government of the PRC. In addition to the United States (the "US")-PRC trade & political tensions and the demonstrations on Hong Kong anti-extradition bill protests, together with the pandemic of COVID-19 meant a triple blow to Hong Kong and the PRC's economy.

Despite signs of global slowdown, with a challenging operating environment as the COVID-19 pandemic and the pressures posed by the US trade negotiation, the PRC has adopted hardcore prevention measures with a series of positive fiscal policies to contain the pandemic spread and to strengthen counter-cyclical adjustment. Judging from that, the execution of these policies went well and the PRC still managed a growth in 2020. The PRC's gross domestic product ("GDP") increased by 2.3% in 2020, reflecting a decrease of about 3.7% as compared to 2019, the lowest figure since records began in 1992. Even during the global financial crisis in 2009, the PRC's quarterly GDP growth did not dip below 6.4%. In the meanwhile, Hong Kong's economic performance had been shrunk severely, struggling under the prolonged pandemic situation with the labour market conditions deteriorated, which was led to the steep crash in visitors arrivals from Mainland China. Major exhibitions, conferences and events have been cancelled or postponed, heaping further pressure pushed Hong Kong to a technical recession. Hong Kong's GDP dropped by 6.1% year-over-year in real terms in 2020, after contracted 1.2% in 2019.

25

Starting from 2019, tourist arrivals to Hong Kong plunged over 50% in its sharpest decline since 2003 SARS crisis. In 2020, total visitors arrivals to Hong Kong amounted to approximately 3.6 million, representing an decrease of 93.6% year-on-year, after dropping by 14.2% in 2019, which accounting for 75.8% of the total were visitors from Mainland China, and those visitors from Mainland China also dropped by 93.8% year-on-year, after deceasing by 14.2% in 2019. Visitors from the traditional short haul markets (excluding Mainland China) dropped by 93.7% year-on-year in 2020. Of the total visitors' arrivals, overnight visitors accounted for approximately 1.4 million, which was a decrease of 94.3% when compared on a year-on-year basis. According to the Hong Kong Tourism Board, the average hotel room occupancy level for all the surveyed hotels under different categories in Hong Kong for the year ended 31 December 2020 decreased from approximately 79.1% to 46.1%, recorded a significant occupancy loss. Compared to occupancy, the overall room rate dropped by approximately 26.5% yearly in 2020.

FINANCIAL REVIEW

During the year ended 31 December 2020, the Group's business and financial performance had been significantly and adversely by the pandemic of COVID-19 with the travel restrictions, revenue of the Group attained Hong Kong Dollars ("HK$") 63.3 million for the year ended 31 December 2020, representing a decrease of 54.8% as compared to HK$140.0 million for the year ended 31 December 2019. The results of the Group for the year ended 31 December 2020 was a loss of HK$67.5 million (Year ended 31 December 2019: loss of HK$110.9 million) which was mainly attributable to gross profit of HK$8.0 million (Year ended 31 December 2019: gross profit of HK$62.0 million) and other income and gains of HK$12.3 million (Year ended 31 December 2019: HK$2.6 million), gain on disposal of subsidiaries of HK$48.8 million (year ended 31 December 2019: nil) offset by administrative and other operating expenses of HK$80.4 million (Year ended 31 December 2019: HK$94.1 million)；selling and distribution expenses of HK$0.3 million (Year ended 31 December 2019: HK$1.0 million)；finance costs of HK$1.8 million (Year ended 31 December 2019: HK$0.2 million)；impairment loss on property, plant and equipment of HK$29.0 million (Year ended 31 December 2019: HK$7.4 million); loss on fair value changes of investment properties of HK$16.2 million (Year ended 31 December 2019: HK$37.7 million) and income tax credit of HK$6.9 million (Year ended 31 December 2019: income tax expense of HK$1.4 million).

The performance of the Group's hotel operations and securities trading during the year ended 31 December 2020 under review, the commentary on the hotel sector and the changes in general market conditions and the potential impact on their operating performance and future prospects are contained in the succeeding sections headed "Business Review".

26

BUSINESS REVIEW

  1. Hotel Investment
    During the year ended 31 December 2020, the continuing hotel operations mainly comprises the operations of two "Rosedale" branded 4-star rated hotels located in Guangzhou and Shenyang. Overall revenue generated from hotel investment decreased by 54.8% to HK$63.3 million for the year ended 31 December 2020 (Year ended 31 December 2019: HK$140 million). To combat the competitive environment, the Group will continue to invest resources to enhancing its market network and positioning and, in the meantime, will further streamline its business operations to contain costs efficiently.
  2. Securities Trading
    The segment recorded a loss of HK$0.1 million for the year ended 31 December 2020 (Year ended 31 December 2019: segment loss of HK$2.9 million), mainly representing fair value loss of investments held for trading, as a result of mark to market valuations as at the balance sheet date.

27

Material Acquisitions and Disposals

On 23 November 2018, an indirect wholly-owned subsidiary of the Company (the "Subsidiary") and an independent third party (the "Purchaser") entered into a disposal agreement (the "Disposal Agreement"), in relation to the possible disposal of 60% equity interests in Luoyang Golden Gulf Hotel Company Limited (the "Target Company"), a limited liability company established in the PRC and owned as to 60% by the Subsidiary at a consideration of Renminbi ("RMB") 61 million (equivalent to approximately HK$68.5 million) (the "Consideration"). The Purchaser paid the Subsidiary RMB21 million (equivalent to approximately HK$23.9 million) (the "Deposit") upon both parties signed the Disposal Agreement. The Purchaser and the Subsidiary shall enter into an escrow agreement and open an escrow account (the "Escrow Account") within 3 business days after the shareholders of the Company at the special general meeting have approved the Disposal Agreement. The remaining balance of the Consideration of RMB40 million (equivalent to approximately HK$44.6 million), shall be deposited into the Escrow Account by the Purchaser within 3 business days upon opening of such account. As at the date of Disposal Agreement, the Target Company has leased out certain spaces to tenants. Pursuant to the Disposal Agreement, the Subsidiary has undertaken not to request the tenants for any advanced rental for the next year. In the event the Target Company has received any such advanced rental payment, the amount of the Consideration payable by the Purchaser to the Subsidiary shall be reduced accordingly. On 22 May 2019, the Purchaser and the Subsidiary entered into a supplemental agreement to extend the long stop date to 10 months from the date of the Disposal Agreement, with all terms and conditions remain unchanged. Further details were set out in the announcements of the Company dated 26 November 2018, 17 December 2018, 31 December 2018, 18 January 2019, 4 February 2019, 8 March 2019, 4 April 2019, 26 April 2019, 24 May 2019, 21 June 2019, 19 July 2019, 23 August 2019, 20 September 2019, 25 September 2019, 25 October 2019 and 4 November 2019. The Disposal Agreement was approved by the shareholders of the Company at the special general meeting held on 10 December 2019 and it was completed on 26 February 2020.

28

LIQUIDITY AND FINANCIAL RESOURCES

As at 31 December 2020, the Group's cash and bank balances and investments held for trading amounted to HK$1,814.1 million (31 December 2019: HK$1,816.1 million). The Group has an interest-bearing borrowings amounted to HK$22.0 million (31 December 2019: nil)

The Group's current assets and current liabilities as at 31 December 2020 were HK$1,850.6 million and HK$84.4 million (31 December 2019: HK$1,924.2 million and HK$171.1 million), respectively. As a result, the current ratio of the Group as at 31 December 2020 was 21.9 (31 December 2019: 11.2).

As at each of 31 December 2020 and 31 December 2019, over 95% of the Group's cash and bank balances and investments held for trading were denominated in Hong Kong dollar and United States dollar, and the balance of approximately 3.9% (31 December 2019: 4.2%) were in Renminbi.

CONTINGENT LIABILITIES

The Group did not have any significant contingent liabilities as at each of 31 December 2020 and 31 December 2019.

FOREIGN CURRENCY EXPOSURE

The majority of the Group's assets and liabilities and business transactions were denominated in Hong Kong dollar and Renminbi. During the year ended 31 December 2020, the Group has not entered into any hedging arrangements. However, the Group will actively consider the use of relevant financial instruments to manage currency exchange risks in line with our business development.

29

INTEREST RATE EXPOSURE

During the year ended 31 December 2020, the Group was not subject to the risk of significant interest rate volatility. The Company will continue to monitor the interest rate markets and actively consider the application of relevant financial instruments to manage risks associated with interest rates.

CONTINUED SUSPENSION OF TRADING

Trading in the shares of the Company on the Stock Exchange has been suspended with effect from 9:00 a.m. on 1 April 2021 and will remain suspended until the release of the 2020 Annual Results.

By order of the Board

GREATER BAY AREA DYNAMIC

GROWTH HOLDING LIMITED

Lai Tsz Wah

Managing Director

Hong Kong, 19 April 2021

As at the date of this announcement, the Board comprises:

Executive Directors:

Independent Non-executive Directors:

Mr. Tam Chung Sun (Chairman)

Mr. Kwok Ka Lap, Alva

Mr. Lai Tsz Wah (Managing Director)

Mr. Poon Kwok Hing, Albert

Mr. Liu Hao

Mr. Sin Chi Fai

30

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Rosedale Hotel Holdings Limited published this content on 20 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 05:11:01 UTC.