Goldin Financial : ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED 30 JUNE 2019

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.

GOLDIN FINANCIAL HOLDINGS LIMITED

高 銀 金 融（ 集 團 ）有 限 公 司 *

（Incorporated in Bermuda with limited liability）

(Stock Code: 530)

ANNOUNCEMENT OF ANNUAL RESULTS

FOR THE YEAR ENDED 30 JUNE 2019

The board (the "Board") of directors ("Directors") of Goldin Financial Holdings Limited (the "Company" or "Goldin Financial") is pleased to announce the consolidated annual results of the Company and its subsidiaries (collectively, the "Group") for the year ended

30 June 2019, together with comparative figures for the previous year in 2018, as follows:

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Year ended 30 June 2019

		2019		2018
	Notes	HK$'000	HK$'000
REVENUE		335,837
Revenue from contracts with customers	4		563,152
Interest income from factoring services	4	138,877		160,675
Revenue from other sources	4	129,316		69,515
		604,030		793,342
Cost of sales		(144,985)	(264,688)
Gross profit		459,045		528,654
Other income and gains	4	2,872		79,887
Gain on disposal of subsidiaries	14	5,727,940		-
Change in fair value of investment properties	9	1,299,664		1,864,470
Selling and distribution expenses		(10,219)	(7,454)
Administrative expenses		(305,050)	(300,504)
Finance costs	6	(773,292)	(335,484)
PROFIT BEFORE TAX	5	6,400,960		1,829,569
Income tax expense	7	(32,756)	(58,010)
PROFIT FOR THE YEAR		6,368,204		1,771,559

• for identification purposes only

- 1 -

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (continued)

Year ended 30 June 2019

		2019		2018
	Note	HK$'000	HK$'000
OTHER COMPREHENSIVE INCOME/(LOSS)
Other comprehensive income/(loss) that
may be reclassified to profit or loss in
subsequent periods:
Exchange differences:
Exchange differences on translation of foreign
operations		(182,652)	97,771
OTHER COMPREHENSIVE INCOME/(LOSS)
FOR THE YEAR		(182,652)	97,771
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR		6,185,552		1,869,330
Profit for the year attributable to:
Owners of the Company		6,255,025		1,202,264
Non-controlling interests		113,179		569,295
		6,368,204		1,771,559
Total comprehensive income attributable to:
Owners of the Company		6,072,373		1,300,035
Non-controlling interests		113,179		569,295
		6,185,552		1,869,330
EARNINGS PER SHARE ATTRIBUTABLE TO
OWNERS OF THE COMPANY	8
Basic		HK89.48 cents	HK17.20 cents
Diluted		HK89.23 cents	HK17.09 cents

- 2 -

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30 June 2019

		2019	2018
	Notes	HK$'000		HK$'000
NON-CURRENT ASSETS
Property, plant and equipment		1,887,471	2,015,681
Investment properties	9	18,500,000	17,200,000
Prepaid land lease payments		44,007	47,171
Intangible assets		111,654	113,416
Vines		15,150	13,671
Deposits		-	1,098
Deferred tax assets		1,210		-
Total non-current assets		20,559,492	19,391,037
CURRENT ASSETS
Inventories		160,573	189,488
Properties under development	10	9,202,358	13,876,461
Prepayments, other receivables and other assets		17,097	46,354
Trade receivables	11	3,968,615	3,989,967
Due from related companies		144,186	753
Pledged deposits		346,590		-
Cash and cash equivalents		3,884,371	277,529
Total current assets		17,723,790	18,380,552
CURRENT LIABILITIES
Trade payables	12	388,531	416,149
Accruals and other payables		867,858	651,504
Due to related companies		8,085	25,717
Due to non-controlling shareholders		-	95,648
Due to the immediate holding company		-	45,324
Tax payable		87,654	99,616
Interest-bearing bank and other borrowings	13	8,775,972	13,353,149
Loan from a non-controlling shareholder		2,137,904	518,296
Total current liabilities		12,266,004	15,205,403
NET CURRENT ASSETS		5,457,786
	3,175,149
TOTAL ASSETS LESS CURRENT
LIABILITIES		26,017,278	22,566,186

- 3 -

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)

30 June 2019

		2019		2018
	Note	HK$'000	HK$'000
NON-CURRENT LIABILITIES
Other payables		42,850		38,178
Interest-bearing bank and other borrowings	13	6,589,225		3,546,413
Loan from a related company		-	37,877
Deferred tax liabilities		20,581		21,228
Total non-current liabilities		6,652,656		3,643,696
Net assets		19,364,622		18,922,490
EQUITY
Equity attributable to owners of the Company
Share capital		699,065		699,065
Reserves		18,672,685		12,606,588
		19,371,750
			13,305,653
Non-controlling interests		(7,128)	5,616,837
Total equity		19,364,622		18,922,490

- 4 -

NOTES

1. CORPORATE AND GROUP INFORMATION

Goldin Financial Holdings Limited (the "Company") is a limited liability company incorporated in Bermuda. The principal place of business of the Company is located at 25/F, Goldin Financial Global Centre, 17 Kai Cheung Road, Kowloon Bay, Hong Kong.

The Company is a subsidiary of Goldin Global Holdings Limited which is incorporated in the British Virgin Islands ("BVI"). In the opinion of the directors, the Company's ultimate holding company is Goldin Real Estate Financial Holdings Limited, a company incorporated in the BVI.

The principal activity of the Company is investment holding. The principal activities of the Company's subsidiaries during the year consisted of the provision of factoring services, financial investment, winery and wine related business, property development and investment and operation of restaurants.

2.1 BASIS OF PREPARATION

The financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards ("HKFRSs") (which include all Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards ("HKASs") and Interpretations) issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"), accounting principles generally accepted in Hong Kong and the disclosure requirements of the Hong Kong Companies Ordinance. They have been prepared under the historical cost convention, except for investment properties and vines, which have been measured at fair value. The financial statements are presented in Hong Kong dollars ("HK$") and all values are rounded to the nearest thousand except when otherwise indicated.

Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries (collectively referred to as the "Group") for the year ended 30 June 2019. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities of the investee).

When the Company has, directly or indirectly, less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

1. the contractual arrangement with the other vote holders of the investee;
2. rights arising from other contractual arrangements; and
3. the Group's voting rights and potential voting rights.

The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.

- 5 -

1. BASIS OF PREPARATION (continued)
   Profit or loss and each component of other comprehensive income are attributed to the owners of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
   The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control described above. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
   If the Group loses control over a subsidiary, it derecognises (i) the assets (including goodwill) and liabilities of the subsidiary, (ii) the carrying amount of any non-controlling interest and (iii) the cumulative translation differences recorded in equity; and recognises (i) the fair value of the consideration received, (ii) the fair value of any investment retained and (iii) any resulting surplus or deficit in profit or loss. The Group's share of components previously recognised in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis as would be required if the Group had directly disposed of the related assets or liabilities.
2. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

The Group has adopted the following new and revised HKFRSs for the first time for the current year's financial statements.

Amendments to HKFRS 2	Classification and Measurement of Share-based Payment
	Transactions
Amendments to HKFRS 4	Applying HKFRS 9 Financial Instruments with HKFRS
	4 Insurance Contracts
HKFRS 9	Financial Instruments
HKFRS 15	Revenue from Contracts with Customers
Amendments to HKFRS 15	Clarifications to HKFRS 15 Revenue from Contracts
	with Customers
Amendments to HKAS 40	Transfers of Investment Property
HK(IFRIC)-Int 22	Foreign Currency Transactions and Advance
	Consideration
Annual Improvements 2014-2016 Cycle	Amendments to HKFRS 1 and HKAS 28

Other than as explained below regarding the impact of HKFRS 9, HKFRS 15 and amendments to HKFRS 15, the adoption of the above new and revised standards has had no significant financial effect on the financial statements.

HKFRS 9 Financial Instruments

HKFRS 9 Financial Instruments replaces HKAS 39 Financial Instruments: Recognition and Measurement for annual periods beginning on or after 1 January 2018, bringing together all three aspects of the accounting for financial instruments: classification and measurement, impairment and hedge accounting.

With the exception of hedge accounting, which the Group has applied prospectively, the Group has recognised the transition adjustments against the applicable opening balances in equity at 1 July 2018. Therefore, the comparative information was not restated and continues to be reported under HKAS 39.

- 6 -

2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (continued) HKFRS 9 Financial Instruments (continued)

1. Classification and measurement
   Upon the adoption of HKFRS 9, the Group's loans and receivables are reclassified as financial assets at amortised cost and the accounting for the Group's financial liabilities remains largely the same as it was under HKAS 39.
   A reconciliation between the carrying amounts under HKAS 39 and the balances reported under HKFRS 9 as at 1 July 2018, including the effect of replacing HKAS 39's incurred credit loss calculations with HKFRS 9's expected credit losses ("ECLs"), is as follows:

	HKAS 39
	measurement
	Category	Amount		ECL	Other
		HK$'000		HK$'000	HK$'000
Financial assets						-
Trade receivables	L&R1	3,989,967	(7,713)
Financial assets included
in prepayments, other				-	-
receivables and other assets	L&R	43,510
Due from a related company	L&R	753		-	-
Cash and cash equivalents	L&R	277,529		-	-
		4,311,759	(7,713)	-
Other assets
	-		-
Deferred tax assets			1,437
Total		4,311,759	(7,713)	1,437
Financial liabilities
			-	-
Trade payables	AC	416,149
Financial liabilities included in				-	-
accruals and other payables	AC	421,813
Due to related companies	AC	25,717		-	-
Due to non-controlling				-	-
shareholders	AC	95,648
Due to the immediate holding				-	-
company	AC	45,324
Loan from a related company	AC	37,877		-	-
Loan from a non-controlling				-	-
shareholder	AC	518,296
Interest-bearing bank and				-	-
other borrowings	AC	16,899,562
		18,460,386		-	-
Other liabilities
			-	-
Deferred tax liabilities		21,228
Total		18,481,614		-	-

1. L&R: Loans and receivables
2. AC: Financial assets or financial liabilities at amortised cost

HKFRS 9

measurement Amount Category HK$'000

3,982,254 AC2

43,510 AC

753 AC

277,529 AC

4,304,046

1,437

4,305,483

416,149 AC

421,813 AC

25,717 AC

95,648 AC

45,324 AC

37,877 AC

518,296 AC

16,899,562 AC

18,460,386

21,228

18,481,614

- 7 -

2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (continued) HKFRS 9 Financial Instruments (continued)

1. Impairment
   The Group has four types of financial assets that are subject to HKFRS 9's new ECL model:
2. • Trade receivables;
   • Financial assets included in prepayments, other receivables and other assets;
   • Due from related companies; and
   • Cash and cash equivalents.

The Group was required to revise its impairment methodology under HKFRS 9 for each of these classes of assets.

The following table reconciles the aggregate opening impairment allowances under HKAS 39 to the ECL allowances under HKFRS 9.

	Impairment
	allowances under			ECL allowances
	HKAS 39 at			under HKFRS 9
	30 June 2018	Re-measurement	at 1 July 2018
	HK$'000	HK$'000		HK$'000
Trade receivables	-	7,713	7,713
The impact of transition to HKFRS 9 on retained profits is as follows:
						Retained
						profits
						HK$'000
Balance as at 30 June 2018					6,305,397
Recognition of expected credit losses for trade receivables under HKFRS 9	(7,713)
Deferred tax on expected credit losses for trade receivables			1,437
Balance as at 1 July 2018					6,299,121

- 8 -

2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (continued) HKFRS 9 Financial Instruments (continued)

1. Hedge accounting
   The requirements related to hedge accounting would better align the accounting treatments with risk management activities and enable entities to better reflect these activities in their financial statements. It relaxes the requirements for assessing hedge effectiveness which more risk management strategies may be eligible for hedge accounting. It also relaxes the rules on using non- derivative financial instruments as hedging instruments and allows greater flexibility on hedged items. Users of the financial statements will be provided with more relevant information about risk management and the effect of hedge accounting on the financial statements. The adoption of the hedge accounting requirements of HKFRS 9 has had no impact on the Group's financial statements as the Group does not have any hedge accounting.

HKFRS 15 Revenue from Contracts with Customers

HKFRS 15 and its amendments replace HKAS 11 Construction Contracts, HKAS 18 Revenue and related interpretations and it applies, with limited exceptions, to all revenue arising from contracts with customers. HKFRS 15 establishes a new five-step model to account for revenue arising from contracts with customers. Under HKFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in HKFRS 15 provide a more structured approach for measuring and recognising revenue. The standard also introduces extensive qualitative and quantitative disclosure requirements, including disaggregation of total revenue, information about performance obligations, changes in contract asset and liability account balances between periods and key judgements and estimates. The directors of the Company have assessed the impact on the application of HKFRS 15 and determined that the application of HKFRS 15 does not have any significant impact on the timing and amounts of revenue recognised in the respective reporting periods. However, the application of HKFRS 15 has resulted in more disclosures. The disclosures are included in note 4 to the announcement.

The Group has adopted HKFRS 15 using the modified retrospective method of adoption. Under this method, the standard can be applied either to all contracts at the date of initial application or only to contracts that are not completed at this date. The Group has elected to apply the standard to contracts that are not completed as at 1 July 2018.

The cumulative effect of the initial application of HKFRS 15 was recognised as an adjustment to the opening balance of retained profits as at 1 July 2018. Therefore, the comparative information was not restated and continues to be reported under HKAS 11, HKAS 18 and related interpretations.

- 9 -

2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (continued) HKFRS 15 Revenue from Contracts with Customers (continued)

The nature of the adjustments as at 1 July 2018 and the reasons for the changes in the statement of financial position as at 30 June 2019 are described below:

Consideration received from customers in advance

Before the adoption of HKFRS 15, the Group recognised consideration received from customers in advance as other payables. Under HKFRS 15, the amount is classified as contract liabilities which are included in accruals and other payables.

Therefore, upon adoption of HKFRS 15, as at 1 July 2018, the Group reclassified HK$7,609,000 from receipts in advance to contract liabilities under accruals and other payables in relation to the consideration received from customers in advance for sale of wines and the provision of property management and related services.

As at 30 June 2019, under HKFRS 15, HK$63,377,000 was reclassified from receipts in advance to contract liabilities under accruals and other payables in relation to the consideration received from customers in advance for the sale of wines, the provision of property management and related services, and project management services.

3. OPERATING SEGMENT INFORMATION

For management purposes, the Group is organised into business units based on their services and products, and has four reportable operating segments as follows:

1. the property segment engages in property development and investment;
2. the winery and wine related segment engages in the trading of wines, wine storage, the operation of vineyards and restaurants;
3. the factoring segment engages in the provision of factoring services; and
4. the financial investments segment engages in securities and derivative investment and trading and investment in financial instruments.

Management monitors the results of the Group's operating segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on reportable segment profit/(loss), which is a measure of adjusted profit/(loss) before tax. The adjusted profit/(loss) before tax is measured consistently with the Group's profit before tax except that interest income on bank balances, corporate sundry income, finance costs, as well as corporate administrative expenses are excluded from such measurement.

Segment assets exclude deferred tax assets, cash and bank balances, and other unallocated head office and corporate assets as these assets are managed on a group basis.

Segment liabilities exclude tax payable, deferred tax liabilities and other unallocated head office and corporate liabilities as these liabilities are managed on a group basis.

- 10 -

3. OPERATING SEGMENT INFORMATION (continued)

Intersegment sales and transfers are transacted with reference to the selling prices used for sales made to third parties at the then prevailing market prices.

Year ended 30 June 2019

	Winery and		Financial
Property	wine related	Factoring	investments	Eliminations	Consolidated
HK$'000	HK$'000	HK$'000	HK$'000	HK$'000	HK$'000

Segment revenue (note 4)
Sales to external customers	166,578
Intersegment sales	33,574
Total	200,152
Segment results	1,366,761
Reconciliation
Unallocated other income
Corporate administrative expenses
Gain on disposal of subsidiaries
Finance costs
Profit before tax
Segment assets	27,997,983
Reconciliation
Corporate and unallocated assets
Total assets
Segment liabilities	15,909,479
Reconciliation
Corporate and unallocated liabilities
Total liabilities
Other segment information
Depreciation	17,378
Unallocated
Additions to property, plant and
equipment	3,597
Unallocated
Amortisation of intangible assets	-
Amortisation of prepaid land lease
payments	-
Additions to investment properties	200
Additions to vines	-
Decrease in fair value of vines	-
Increase in fair value of investment
properties	1,299,664

298,575		138,877		-	-	604,030
-	-		-	(33,574)	-
298,575		138,877		-	(33,574)	604,030
47,317		113,285	(2,770)	(33,574)	1,491,019
								679
								(45,386)
								5,727,940
								(773,292)
								6,400,960
					-
2,472,717		3,625,897	15		34,096,612
								4,186,670
								38,283,282
				-	-
317,984		2,405,516		18,632,979
								285,681
								18,918,660
				-	-
49,986		299		67,663
								195
								67,858
		-		-	-
4,696			8,293
								197
								8,490
		-		-	-
919			919
1,283		-		-	-	1,283
-	-		-	-	200
5,581		-		-	-	5,581
(534)	-		-	-	(534)
-	-		-	-	1,299,664

- 11 -

3. OPERATING SEGMENT INFORMATION (continued) Year ended 30 June 2018

		Winery and			Financial
	Property	wine related	Factoring	investments	Eliminations	Consolidated
	HK$'000		HK$'000	HK$'000		HK$'000		HK$'000		HK$'000
Segment revenue
Sales to external customers	84,639	548,028		160,675		-		-	793,342
Intersegment sales	34,373		-	-		-	(34,373)		-
Total	119,012	548,028		160,675		-	(34,373)	793,342
Segment results	1,891,896	154,289		140,088	(1,317)	(34,373)	2,150,583
Reconciliation
Unallocated other income												74,330
Corporate administrative expenses												(59,860)
Finance costs												(335,484)
Profit before tax												1,829,569
Segment assets								-
31,262,425	2,620,266		3,588,525	14			37,471,230
Reconciliation
Corporate and unallocated assets												300,359
Total assets												37,771,589
Segment liabilities						-		-
17,802,642	340,669		412,860			18,556,171
Reconciliation
Corporate and unallocated liabilities												292,928
Total liabilities												18,849,099
Other segment information
Depreciation	16,084	55,008		313		-		-	71,405
Unallocated												560
												71,965
Additions to property, plant and
equipment	13,308	3,885		580		-		-	17,773
Unallocated												192
												17,965
	-			-		-		-
Amortisation of intangible assets	917				917
Amortisation of prepaid land lease
payments	-	1,343		-		-		-	1,343
Additions to intangible assets
- unallocated	-		-	-		-		-	17,200
Additions to vines	-	5,125		-		-		-	5,125
Decrease in fair value of vines	-	(1,588)	-		-		-	(1,588)
Increase in fair value of investment
properties	1,864,470		-	-		-		-	1,864,470

- 12 -

3. OPERATING SEGMENT INFORMATION (continued) Geographical information

1. Revenue from external customers

	2019	2018
	HK$'000		HK$'000
Hong Kong	234,992	207,707
Mainland China	344,896	566,761
United States	18,175	14,450
France	5,967	4,424
	604,030	793,342

The revenue information above is based on the locations of the customers.

1. Non-currentassets

	2019	2018
	HK$'000		HK$'000
Hong Kong	18,569,178	17,282,241
Mainland China	1,562,275	1,669,412
United States	311,532	319,822
France	115,297	119,562
	20,558,282	19,391,037

The non-current asset information above is based on the locations of the assets and excludes deferred tax assets.

Information about major customers

During the year ended 30 June 2019, revenue of HK$129,377,000 was derived from one customer in the factoring segment.

During the year ended 30 June 2018, revenue of HK$148,907,000 was derived from one customer in the factoring segment and revenue of HK$95,283,000 and HK$84,396,000 were derived from two customers, respectively, in the winery and wine related segment.

- 13 -

4. REVENUE, OTHER INCOME AND GAINS An analysis of the Group's revenue is as follows:

Revenue from contracts with customers Sale of wines

Restaurant operations

Provision of wine storage services Property management and related income Project management fee income

Interest income

Interest income from factoring services Revenue from other sources

Gross rental income

Revenue from contracts with customers

1. Disaggregated revenue information For the year ended 30 June 2019
   Type of goods or services Sale of wines Restaurant operations Provision of wine storage services
   Property management and related income Project management fee income
   Total revenue from contracts with customers
   Geographical markets Hong Kong Mainland China United States France
   Total revenue from contracts with customers

Winery and wine related HK$'000

207,087

68,334

23,154

-

-

298,575

68,414

206,019

18,175

5,967

298,575

20192018

HK$'000 HK$'000

207,087 468,207

68,334 62,364

23,154 17,457

31,718 15,124

5,544-

335,837 563,152

138,877 160,675

129,316 69,515

604,030 793,342

Property development

and investment Total

HK$'000 HK$'000

• 207,087
• 68,334
• 23,154
  31,718 31,718
  5,544 5,544

37,262 335,837

37,262 105,676

• 206,019
• 18,175
• 5,967

37,262 335,837

- 14 -

4. REVENUE, OTHER INCOME AND GAINS (continued) Revenue from contracts with customers (continued)

1. Disaggregated revenue information (continued)

			Property
	Winery and		development
	wine related	and investment		Total
	HK$'000		HK$'000		HK$'000
Timing of revenue recognition
Goods transferred at a point in time	275,421		-	275,421
Services transferred over time	23,154	37,262	60,416
Total revenue from contracts with customers	298,575	37,262	335,837

The following table shows the amounts of revenue recognised in the current reporting period that were included in the contract liabilities at the beginning of the reporting period:

	2019
	HK$'000
Revenue recognised that was included in contract liabilities at
the beginning of the reporting period:
Sale of wines	4,739
Property management and related services	349
	5,088

1. Performance obligations
   Information about the Group's performance obligations is summarised below: Sale of wines
   The performance obligation is satisfied when the physical possession or the legal title of the wines is obtained by the purchaser and payment is generally due within 14 to 60 days.
   Restaurant operations
   The performance obligation is satisfied upon completion of service and payment is due immediately at the point of service completed.

- 15 -

4. REVENUE, OTHER INCOME AND GAINS (continued) Revenue from contracts with customers (continued)

1. Performance obligations (continued) Provision of wine storage services
   The performance obligation is satisfied over time as storage services are rendered and payments in advance are normally required before rendering the services. Wine storage income is billed monthly and contracts are normally signed for a period of two years.
   Property management and related services
   The performance obligation is satisfied over time as services are rendered and payments in advance are normally required before rendering the services. Property management contracts are billed monthly and contracts are normally signed for periods ranging from one to four years.
   Project management services
   The performance obligation is satisfied over time as services are rendered and payments in advance are normally required before rendering the services. Project management contracts are billed monthly and contracts are normally signed for a period of four years.
   The Group's service contract with customers are billed based on the time incurred and as permitted under HKFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed.

	2019	2018
	HK$'000		HK$'000
Other income
Bank interest income	83	68
Government grant	1,245	3,696
Others	922	1,862
	2,250	5,626
Other gains
Gain on disposal of items of property, plant and equipment	27		-
Foreign exchange differences, net	-	74,261
Others	595		-
	622	74,261
	2,872	79,887

- 16 -

5. PROFIT BEFORE TAX

The Group's profit before tax is arrived at after charging/(crediting):

	2019		2018
	HK$'000	HK$'000
Cost of inventories sold	73,154		194,575
Direct operating expenses arising from rental-earning
investment properties	71,831		70,113
Depreciation of property, plant and equipment	67,858		71,965
Less: Amount included in inventory overheads	(4,389)	(4,859)
	63,469		67,106
Amortisation of intangible assets	919		917
Amortisation of land lease payments	1,283		1,343
Employee benefit expenses (including directors' remuneration):
Wages and salaries	150,520		135,435
Equity-settled share option expense	-	271
Retirement benefit scheme contributions*	3,505		5,879
Less: Amount capitalised	(22,989)	(17,391)
	131,036		124,194
Equity-settled share option expense to other eligible participants	-	1,066
Minimum lease payments under operating leases in respect of
buildings	5,915		16,110
Auditor's remuneration	4,484		4,207
(Gain)/loss on disposal of items of property, plant and
equipment, net	(27)	18
Reversal of impairment of trade receivables, net	(1,319)	-
Forfeiture of a land deposit**	25,000		-
Foreign exchange differences, net	212		(74,261)

• At 30 June 2019, the Group had no forfeited contributions available to reduce its contributions to the retirement benefits schemes in future years (2018: Nil).
• High Smart Investment Limited ("High Smart"), a subsidiary of the Group with limited liability, has made a non-refundable deposit of HK$25 million in relation to the tender for a parcel of land in Hong Kong (the "Land Tender") to the government of Hong Kong (the "HKSAR Government"). In June 2019, the Company withheld the provision of financial assistance to High Smart to pay the balance of the land premium in respect of the Land Tender. As a result, High Smart failed to settle the land premium and the deposit was forfeited. In accordance with the Land Tender documents, the HKSAR Government may recover all losses and expenses in respect of such sale or attempted sale of the related land from High Smart as remedies. In accordance with the special resolution passed by High Smart's shareholder and its creditor, High Smart is under the process of winding up by the way of the creditor voluntary liquidation. In the opinion of the directors of the Company, based on the advice from the Company's legal advisers, given High Smart and the HKSAR Government are the only contracting parties to the Land Tender, any claim for the remedies can only be made against High Smart. As such, the director considered that no provision for damages or other remedies is necessary in the financial statements because High Smart is a limited liability company and neither the Company nor any of its other group companies has given guarantee to High Smart in relation to the Land Tender.

- 17 -

6. FINANCE COSTS
An analysis of finance costs is as follows:
	2019		2018
	HK$'000	HK$'000
Interest on bank and other borrowings	1,801,692		601,981
Less: Interest capitalised	(1,206,979)	(477,733)
	594,713		124,248
Finance costs on early repayment of bank and other borrowings	178,579		211,236
	773,292		335,484

7. INCOME TAX EXPENSE

Hong Kong profits tax has been provided at the rate of 16.5% (2018: 16.5%) on the estimated assessable profits arising in Hong Kong during the year ended 30 June 2019. Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the jurisdictions in which the Group operates.

	2019		2018
	HK$'000	HK$'000
Current - Hong Kong
Charge for the year	6,809		15,658
Overprovision in prior years	(602)	(30)
Current - Elsewhere
Charge for the year	26,345		27,227
Deferred
Charge for the year	204		15,155
Tax charge for the year	32,756		58,010

8. EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY

The calculation of the basic earnings per share amount is based on the profit for the year attributable to owners of the Company and the weighted average number of ordinary shares of 6,990,652,000 in issue during the year ended 30 June 2019 (2018: 6,990,652,000).

The calculation of the diluted earnings per share amount is based on the profit for the year attributable to owners of the Company, and the weighted average number of ordinary shares used in the calculation is the weighted average number of ordinary shares in issue during the year, which was used in the basic earnings per share calculation, plus the weighted average number of ordinary shares assumed to have been issued at no consideration on the deemed exercise of all dilutive potential ordinary shares into ordinary shares.

- 18 -

8. EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY (continued) The calculations of basic and diluted earnings per share are based on:

	2019	2018
	HK$'000		HK$'000
Earnings
Profit attributable to owners of the Company, used in the basic
earnings per share calculation	6,255,025	1,202,264
	Number of shares
	2019	2018
Shares
Weighted average number of ordinary shares in issue during
the year used in the basic earnings per share calculation	6,990,652,000	6,990,652,000
Effect of dilution - weighted average number of ordinary shares:
Share options	19,031,000	43,818,000
Weighted average number of ordinary shares in issue during the
year used in the diluted earnings per share calculation	7,009,683,000	7,034,470,000
9. INVESTMENT PROPERTIES
			HK$'000
Carrying amount at 1 July 2017		15,300,000
Non-cash lease incentives		32,530
Initial direct costs		12,072
Amortisation of lease incentives		(8,563)
Amortisation of initial direct costs		(509)
Change in fair value		1,864,470
Carrying amount at 30 June 2018 and 1 July 2018		17,200,000
Addition during the year		200
Non-cash lease incentives		12,847
Initial direct costs		6,296
Amortisation of lease incentives		(13,864)
Amortisation of initial direct costs		(5,143)
Change in fair value		1,299,664
Carrying amount at 30 June 2019		18,500,000

- 19 -

1. INVESTMENT PROPERTIES (continued)
   The Group's investment properties are situated in Hong Kong.
   At 30 June 2019 and 2018, the Group's investment properties were revalued by B.I. Appraisals Limited, an independent firm of professionally qualified valuers, on an open market, existing use basis.
   At 30 June 2019, the Group's investment properties with an aggregate carrying value of HK$18,500,000,000 (2018: HK$17,200,000,000) were pledged to secure loan facilities granted to the Group (note 13).
   On a semi-annual basis, the Group engages external, independent and professionally qualified valuers to determine the fair value of the Group's investment properties.
   The Group's property manager and the chief financial officer have discussions with the valuers on the valuation assumptions and valuation results when the valuation is performed.
2. PROPERTIES UNDER DEVELOPMENT

	2019		2018
	HK$'000	HK$'000
Carrying amount at 1 July	13,876,461		13,138,517
Additions	10,549,911		737,944
Disposal of subsidiaries (note 14)	(15,224,014)	-
Carrying amount at 30 June	9,202,358		13,876,461

At 30 June 2019, the Group's properties under development with a net carrying amount of HK$9,202,358,000 (2018: HK$7,249,602,000) were pledged to secure banking facilities granted to the Group (note 13).

As at 30 June 2019 and 2018, all of the properties under development are expected to be completed within normal operating cycle, recovered after more than twelve months from the end of the reporting period and included under current assets.

- 20 -

11. TRADE RECEIVABLES

	2019		2018
	HK$'000	HK$'000
Trade receivables	3,974,910		3,989,967
Impairment	(6,295)	-
	3,968,615		3,989,967

An ageing analysis of the trade receivables as at the end of the reporting period, based on the invoice date, is as follows:

			2019	2018
			HK$'000		HK$'000
Less than 121 days	3,655,553	2,286,503
121	to 150	days	4,631	1,015,838
151	to 180	days	1,699	502,865
181	to 365	days	142,047	180,539
Over 1 year	164,685	4,222
			3,968,615	3,989,967

12. TRADE PAYABLES

An ageing analysis of the trade payables as at the end of the reporting period, based on the invoice date, is as follows:

			2019	2018
			HK$'000		HK$'000
Less than 121 days	385,899	256,993
121	to 150	days	973	106,181
151	to 180	days	-	52,546
181	to 365	days	1,648	60
Over 1 year	11	369
			388,531	416,149

Trade payables are non-interest-bearing and the payment terms are stipulated in the relevant contracts.

- 21 -

13. INTEREST-BEARING BANK AND OTHER BORROWINGS

	2019	2018
	HK$'000		HK$'000
Current
Secured bank loans	8,775,298	3,146,185
Unsecured bank overdrafts	591	696
Unsecured bank loans - current portion	83	175
Secured other loan	-	10,206,093
	8,775,972	13,353,149
Non-current
Secured bank loan	6,589,225	3,546,327
Unsecured bank loans	-	86
	6,589,225	3,546,413
	15,365,197	16,899,562
Analysed into:
Bank loans repayable:
Within one year or on demand	8,775,972	3,147,056
In the second year	6,589,225	86
In the third to fifth years, inclusive	-	3,546,327
	15,365,197	6,693,469
Other loan repayable:
Within one year or on demand	-	10,206,093
	15,365,197	16,899,562

- 22 -

13. INTEREST-BEARING BANK AND OTHER BORROWINGS (continued) Notes:

1. As at 30 June 2019, the Group's bank and other borrowings with an aggregate amount of HK$12,103,461,000 (2018: HK$6,693,208,000) bore interest at floating rates ranging from HIBOR/ Prime/EURIBOR plus 1.5% to 3.5% (2018: HIBOR/EURIBOR plus 2.2% to 3.5%).
2. As at 30 June 2019, the Group's bank and other borrowings with an aggregate amount of HK$3,261,736,000 (2018: HK$10,206,354,000) bore interest at fixed rates ranging from 2.55% to 10% (2018: 2.55% to 8%).
3. As at 30 June 2019, the Group's bank and other borrowings with an aggregate amount of HK$13,402,915,000 (2018: HK$16,898,605,000) were secured by the fixed charge over certain assets of certain subsidiaries of the Group.
4. As at 30 June 2019, the Group's bank and other borrowings with an aggregate amount of HK$15,364,523,000 (2018: HK$10,206,093,000) were secured by the floating charge over all the assets of certain subsidiaries of the Group.
5. As at 30 June 2019, the Group's bank and other borrowings with an aggregate amount of HK$5,513,645,000 (2018: HK$16,898,605,000) were secured by share charges in respect of the equity interests of certain subsidiaries of the Group.
6. As at 30 June 2019, except for certain bank borrowings of HK$674,000 (2018: HK$957,000) and
   HK$1,824,672,000 (2018: Nil) which were denominated in Euro and US$, respectively, all of the Group's bank and other borrowings were denominated in HK$.
7. As at 30 June 2019, the Group's bank and other borrowings of HK$15,364,523,000 (2018: HK$16,898,605,000) are guaranteed by the Company.
8. As at 30 June 2019, the Group's bank and other borrowings of HK$6,813,691,000 (2018: HK$16,898,605,000) are guaranteed by the controlling shareholder of the Group.

- 23 -

14. DISPOSAL OF SUBSIDIARIES Year ended 30 June 2019

Details of the net assets of the subsidiaries deposed of during the year and the financial impacts are summarised as follows:

	Gold Faith	Rich Region
	Group	Group	Total
	HK$'000	HK$'000	HK$'000
	(note (a))	(note (b))
Net assets disposed of:
Properties under development	8,090,372		7,133,642		15,224,014
Due from an immediate holding company	-	3,300,000		3,300,000
Prepayments, other receivables and other assets	530,912		505,549		1,036,461
Cash and bank balances	8		7,547		7,555
Accruals and other payables	(81,348)	(112,558)	(193,906)
Loan from non-controlling shareholders	(35,828)	(310,354)	(346,182)
Interest-bearing bank borrowings	(4,537,081)	(7,992,847)	(12,529,928)
Non-controlling interests	16,995		127,984		144,979
	3,984,030		2,658,963		6,642,993
Gain on disposal of subsidiaries	2,466,850		3,261,090		5,727,940
	6,450,880		5,920,053		12,370,933
Satisfied by:
Cash					4,054,393
Settlement of the consideration of the
acquisition of the non-controlling interests					5,016,540
Assignment of an amount due to Rich Region
Holdings Limited ("Rich Region")					3,300,000
					12,370,933

- 24 -

14. DISPOSAL OF SUBSIDIARIES (continued) Notes:

1. Gold Faith Global Limited ("Gold Faith") holds 60% equity interests in Gold Favour Investment Limited and indirectly holds 100% equity interests in Gold Topmont Limited (collectively the "Gold Faith Group"). During the year, the Group completed the disposal of its 100% equity interest in Gold Faith, together with the related shareholder loan, at an aggregate cash consideration of approximately HK$6,451 million (as adjusted) to a company beneficially and wholly-owned by Mr. Pan pursuant to a sale and purchase agreement entered into between the Group and the related company in April 2018. The Gold Faith Group is principally engaged in property development in Hong Kong.
2. Rich Region holds 83.5% equity interests in Gold Brilliant Investments Limited (collectively the "Rich Region Group"). During the year, the Group completed the disposal of its 60% equity interest in the Rich Region Group, together with the related shareholder loan, at an aggregate cash consideration of approximately HK$5,920 million (as adjusted) to a company beneficially and wholly-owned by Mr. Pan pursuant to a sale and purchase agreement entered into between the Group and the related company in April 2018. The Rich Region Group is principally engaged in property development in Hong Kong.

- 25 -

FINAL DIVIDEND

The Board does not recommend the payment of a final dividend for the year ended 30 June 2019 (2018: Nil).

ANNUAL GENERAL MEETING

The annual general meeting ("AGM") of the Company will be held on 21 November 2019 and the notice of 2019 AGM will be published and despatched in the manner as required by the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") in due course.

MANAGEMENT DISCUSSION AND ANALYSIS

RESULTS

For the financial year ended 30 June 2019 ("FY2019"), the Group recorded revenue of approximately HK$604.0 million, representing a decrease of 23.9% from the revenue of approximately HK$793.3 million for the year ended 30 June 2018 ("FY2018"). The decrease was mainly attributable to the drop in the revenues generated by the wine and related businesses, and they were partially offset by the increase in revenues from the property leasing business. Gross profit for the year amounted to HK$459.0 million, down by 13.2% compared with that of HK$528.7 million in FY2018 as a result of a drop in revenues. The Group recorded a fair value gain of HK$1,299.7 million from the investment properties, Goldin Financial Global Centre, in the year. The fair value gain was 30.3% less than that of HK$1,864.5 million for FY2018. Profit attributable to owners of the Company was approximately HK$6,255.0 million, which represented 4.2 times increase compared with the figure of approximately HK$1,202.3 million for FY2018. The increase in profit attributable to the owners of the Company was mainly due to an one-off gain of HK$5,727.9 million on disposals of certain subsidiaries that engaged in the property development business. The basic and diluted earnings per share for the FY2019 were 89.48 HK cents and 89.23 HK cents respectively (FY2018: 17.20 HK cents and 17.09 HK cents respectively), representing corresponding increases of 420.2% and 422.1%.

- 26 -

BUSINESS REVIEW

The FY2019 was the second year of the consolidation of the Group's businesses. During the year, the Group completed the disposals of its equity interests in two residential property development projects in the Ho Man Tin district, and took a full control of its investment properties, Goldin Financial Global Centre, by acquiring an additional 40% interest in Goldin Financial Global Centre indirectly. The Group also refocused its property development efforts on Kowloon East. For instance, it acquired a new residential property project in the Kai Tak Area. The Group has streamlined its real estate business in the past two years by holding primarily properties in Kowloon East in its portfolio. The streamlining and consolidation of the real estate business are aimed at strengthening the Group for further business development.

Real Estate Business

Property Investment

The prime office market in Hong Kong has become cautious as the uncertainties loom large over the Sino-United States trade negotiations which, in turn, led to a bleak outlook for global economy. According to the research reports by Colliers, as of June 2019, year-on- year growth in overall net effective rent for Hong Kong's grade-A offices decelerated to 1.4% from that as of 30 June 2018. Island East outperformed other regions by recording

1. year-on-yearincrease of 9.5% in net effective rent for grade-A offices, thanks to the office decentralization trend in which the Securities and Futures Commission, certain large corporations and professional firms moved their offices from Central, the traditional central business district, to Island East as a result of the improved infrastructures and transportation between Central and Island East. Meanwhile, Kowloon East as an alternative central business district ("CBD2") also benefited from the office decentralization trend as the large corporations continued to seek for business expansion at lower costs for office space. As of 30 June 2019, Kowloon East reported an increase of 4.5% in net effective rent, which was the second highest year-on-year growth among those in all the districts. The office decentralization from the core business areas continued firmly. The net take-up of office spaces in Kowloon East by June 2019 has reached 25% of the annual grade-A office supply for 2019, with the completion of the Quayside during the year#. Kowloon East reported several major office leasing transactions that involved large corporations such as the Hong Kong-based insurance company FT Life. The relocation of large corporations to Kowloon East has brightened up the prospect of the area as Hong Kong's CBD2.

• Source: Market statistics of Colliers, Knight Frank and Savills

During the year, the Company completed the indirect acquisition of a 40% interest in the Group's investment properties, Goldin Financial Global Centre, and has thus taken an entire equity stake and full control of the property. Goldin Financial Global Centre is located in the heart of CBD2 in Kowloon East. It is a premium grade-A office building providing approximately 800,000 square feet of premium office space and approximately

- 27 -

100,000 square feet of fine dining area. During FY2019, the increasing office occupancy rate and increasing number of multinational corporations as tenants boosted the Group's rental income. In FY2019, rental income, revenue from property management services and project management services amounted to HK$166.6 million (FY2018: HK$84.6 million), up by 96.9% compared with that for FY2018. In addition, the Group recorded a fair value gain of approximately HK$1,299.7 million from Goldin Financial Global Centre (FY2018: HK$1,864.5 million). The fair value gain was 30.3% less compared with that for FY2018 because the commercial properties in Kowloon East appreciated to a lesser degree in FY2019.

Property Development

During the year, the Group had completed the disposals of the equity interest in each of the two residential property projects in Ho Man Tin, namely the property development at Sheung Shing Street and Ho Man Tin Station Package One Property Development. As a result, the Group reported a net gain of HK$5,727.9 million from such disposals which strengthened the financial position of the Group.

The Group continued to strengthen its residential property development business. Its newly established 60%-owned joint venture, Golden Sphere Developments Limited ("Golden Sphere"), acquired by tender a land plot at the former Kai Tak runway in the Kai Tak Area (the "Kai Tak Residential Development"). It is estimated that private residential properties with maximum gross floor area of approximately 53,394 sq. m. in total can be developed on the site. The formulation of development plan is underway and the construction work is expected to commence by the end of 2019. The project is scheduled to be completed on or before 30 September 2024.

In April 2019, the Company entered into a conditional sale and purchase agreement to acquire the remaining 40% equity interest in Golden Sphere, whose principal asset is the holding in the Kai Tak Residential Development. The transaction is estimated to be completed in the last quarter of 2019.

The Group's another initiative in expanding its real estate business during the year was the proposed acquisition by tender of a commercial site in the Kai Tak Area, which is adjacent to the Kai Tak Residential Development. The proposed acquisition was intended to bring significant synergy to the Kai Tak Residential Development which the Group acquired in December 2018. The Group withdrew from the tender and forfeited the non- refundable deposit of HK$25 million. The Hong Kong Government shall be at liberty to resell the relevant land and the relevant new tender was closed on 20 September 2019. As at the date of this report, High Smart Investment Limited ("High Smart"), an investment vehicle formed to submit the tender, is currently undergoing the liquidation process. As no guarantee was given by the Group to High Smart, the Group considered that the impact of the withdrawal of the tender on the Group's financial statements is minimal except for the HK$25 million already forfeited.

- 28 -

Wine and Related Businesses

China's wine imports lost steam for the first time in 2018 after several years of rapid growth. According to the data released by the China Association of Imports and Export of Wine & Spirits (CAWS), China's total wine imports fell by 8% by volume in 2018 while the value of the imports merely edged up by 2%. The situation worsened in the first six months of 2019 when the country's wine imports decreased by 14% by volume and 19% by value, according to the data from CAWS. The decline resulted from China's slowing economy, the depreciation of renminbi and the uncertainty of the protracted US-China trade war. The figures also showed the biggest drop in the imports of French and US wines. Australia overtook France as the country that exported the largest volume of wine to China as a result of the free trade agreement between Australia and China came into effect in 2019. On the other hand, China's retaliatory tariffs on the US wine imports have indirectly encouraged the Chinese consumers to try imported wines from more other countries and brands. The consumers were also buying wines from more diverse sales channels such as internet, social medial platforms and DTC (direct-to-consumer) channels. As young adults in their 20s are emerging as a consumer group on China's wine market, trade in lower- priced, light flavoured and healthier wines on platforms for easy and convenient purchase of wines is growing. China's wine market is now becoming more diverse and fragmented.

During the year, the Group continued to promote its premium fine wines by offering full services to customers, from the sourcing of prestige wines from renowned producers to management of portfolios of premium wines and quality storage services at its well- equipped wine cellar in Guangzhou. It had also increased the portion of its self-produced wines for sales in France in order to enhance their visibility and branding.

In Hong Kong, the four fine-dining and specialty restaurants at Goldin Financial Global Centre offered a wide variety of wines and liquors to cater for local consumers' expanding tastes. Through wine pairing dinners with specially designed menus, the Group's wines were introduced to local food and wine connoisseurs. We had also opened a new café, "Sip", at Goldin Financial Global Centre. Inspired by green living, "Sip" brings the eco-consciousness to daily dining through fresh and healthy light refreshments.

In FY2019, the wine and related businesses recorded revenues of approximately HK$298.6 million (FY2018: HK$548.0 million), which represented a decrease of 45.5%. The drop was mainly due to the decrease in revenue generated by the wine trading business. The uncertainty of the Sino-United States trade war and the increasingly volatile financial markets had dampened the investor sentiment. Moreover, China's demand for imported French and US wines decreased. All this was the headwind encountered by the sales of the Group's premium French wines and wines under its owned brands. Less wines were sold to the wine investors in China. Segment profit from our wine and related businesses decreased by 69.3% to approximately HK$47.3 million for FY2019 from HK$154.3 million for FY2018, as a result of the decrease in revenues from wine trading for FY2019.

- 29 -

Factoring

The Sino-US trade war and the persistently intense competition in China's factoring market continued to exert pressure on the Group's factoring business. As the Group reduced its factoring commission charged to its customers in June 2018, the factoring business recorded a 13.6% decrease in revenue to approximately HK$138.9 million for FY2019 (FY2018: HK$160.7 million). Profit from this business segment decreased by 19.1% to approximately HK$113.3 million, compared with the HK$140.1 million for FY2018.

FINANCIAL REVIEW

Liquidity, Financial Resources and Gearing

As at 30 June 2019, the Group's working capital stood at approximately HK$5,457.8 million, which is a significant increase of 71.9% over the HK$3,175.1 million recorded at the end of FY2018. The working capital increased mainly because the Group had refinanced its short term mortgage loan of approximately HK$10,206.1 million during FY2019, which approximately HK$6,589.2 million were refinanced by long term borrowings. Cash and cash equivalents and pledged bank deposits totaled approximately HK$4,231.0 million, which is approximately 14.2 times increased from the amount of HK$277.5 million at the end of FY2018. The significant increase in the cash and cash equivalents as at 30 June 2019 was mainly due to the net proceeds received during the year for the disposal of the Group's equity interests in the two residential property projects in Ho Man Tin, and the draw down of a new bank loan of approximately HK$1,961.6 million near year end for financing the working capital needs of the Group.

As at 30 June 2019, the Group's interest-bearing bank and other borrowings amounted to approximately HK$15,365.2 million (30 June 2018: HK$16,899.6 million). Besides, the Group had an outstanding non-interesting bearing loan of approximately HK$2,137.9 million (30 June 2018: HK$518.3 million) from a non-controlling interest which represented the funding contribution from the joint venture partner (a company beneficially owned by Mr. Pan, the controlling shareholder of the Company) for financing the acquisition of the Group's properties under development in FY2019.

The Group maintained a borrowing facility of US$500 million (equivalent to HK$3,906.0 million) (30 June 2018: US$500 million (equivalent to HK$3,922.7 million)) from a related company in which Mr. Pan, the controlling shareholder of the Company, has a beneficial interest. During the year, the Group repaid approximately US$4.8 million (equivalent to HK$37.9 million), being the loan amount outstanding at 30 June 2018. As a result, none of the facilities was utilized as at 30 June 2019. The borrowing facility available for draw down as at 30 June 2019 was US$500 million (equivalent to HK$3,906.0 million) (30 June 2018: approximately US$495.2 million (equivalent to HK$3,884.8 million)).

- 30 -

As at 30 June 2019, the debt-to-total assets ratio, which is calculated as total bank and other borrowings ("Total Debts") divided by total assets of the Group, was maintained at a healthy level of 40.1% (30 June 2018: 44.7%). The ratio of net debts (Total Debts net of cash and cash equivalents and pledged bank deposits) divided by total assets was approximately 29.1% (30 June 2018: 44.0%).

Foreign Exchange

As the Group's key operations are located in Hong Kong, China, the US and France, its major assets and liabilities are primarily denominated in Hong Kong dollar, Renminbi, the US dollar and euro. While the Group has yet to formulate a formal policy on foreign currency hedging, it will, as always, continue to monitor its exposure to foreign exchange fluctuations carefully and may introduce appropriate hedging measures should the need arises.

CONTINGENT LIABILITIES

As at 30 June 2019, the facilities granted to certain subsidiaries of the Company engaging in the businesses of property development, property investment and provision of factoring services, which are subject to guarantees given to the banks and financial institution by the Company for up to 60% and 100% (30 June 2018: 50.1% and 60%) of the funds drawn down, had been utilized to the extent of HK$14,330.5 million (30 June 2018: HK$9,881.3 million).

PLEDGE OF ASSETS

As at 30 June 2019, the Group's secured bank and other borrowings were secured by the following assets of the Group:

1. the investment properties with an aggregate carrying value of HK$18,500 million;
2. the properties under development with an aggregate carrying value of HK$9,202.4 million;
3. the entire shares capital of Rich Fast International Limited ("Rich Fast"), a 60% owned subsidiary which holds the properties under development;
4. the entire shares capital of Goldin Factoring Holdings Limited ("GFHL") and Gold Podium Limited ("GPL"), the parent companies of certain subsidiaries carrying the factoring business and the wine and related businesses of the Group;
5. floating charge over all the assets of Smart Edge Limited ("Smart Edge"), a subsidiary which holds the investment properties and Cheng Mei Holdings Limited and Goal Eagle Limited, being the holding companies of Smart Edge;
6. floating charge over all the assets of Rich Fast;

- 31 -

1. floating charge over all assets of Goldin Factoring Limited, a subsidiary of GFHL principally engaged in the provision of factoring service; and
2. floating charge over all the assets of Goldin Logistics (Hong Kong) Limited, a subsidiary of GPL and the immediate holding company of a subsidiary in the PRC which holds a wine cellar.

In addition, the Group pledged its prepaid land lease payments with a net carrying amount of HK$45.3 million and buildings with a net carrying amount of HK$1,514.7 million for a bank facility granted but not yet utilized as at 30 June 2019. As of 30 June 2019, the banking facility had expired but the relevant pledge has not yet been released.

PROSPECT

Real Estate Business

Property Investment

The sentiment of Hong Kong's office leasing market has been affected by the prospect of a sluggish global and local economy. Nevertheless, the Group is still reasonably optimistic about the steady uptrend of office decentralization as more corporations which are seeking to reduce their overheads are very willing to relocate to offices available on the submarket. In the light of this trend, the Group expects the take-up of office spaces in the CBD2 of Kowloon East to increase, and such momentum to grow as there will be an ample supply of office spaces to satisfy such a strong demand in the medium term. In fact, leasing revenue is growing at Goldin Financial Global Centre. The Group is negotiating with prospective tenants who are internationally well-known enterprises. It expects the occupancy rate of offices at Goldin Financial Global Centre to rise steadily in the years ahead.

Property Development

The Kai Tak Area, where the Group's new residential property development project is situated, is a site of a huge urban development project undertaken by the Hong Kong Government. Infrastructure and facilities for community, housing, business and tourism will be built in the area. It will be served by the future Shatin to Central Link of the Mass Transit Railway. The Group's residential property development project in the Kai Tak Area has a bright prospect.

All in all, the massive urban redevelopments, including the emerging CBD2 and large residential property development projects in Kowloon East, will transform the area into a prominent smart district in Hong Kong.

The Group is well-positioned to capture opportunities in the property market in Kowloon East in the years ahead as its real estate business is consolidating its foothold in the district. In the meantime, we will continue to explore other possibilities of real estate investment and will study them carefully should the opportunities arise.

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Wine and Related Businesses

As the Sino-United States trade war has resulted in China's slowing gross domestic product growth, the country's wine imports are expected to face headwinds in the rest of 2019. We anticipate a temporary slowdown in the wine trading business. However, on the bright side, the Chinese consumers' interest in wines (especially imported quality wines) remains strong, and the country's per capita wine consumption is set to grow significantly from a very low base#. Therefore, healthy growth in China's wine market can resume in the long run.

• Bottled wine imports to China declined sharply in H1, and market headwinds remain strong -
  NIMBILITY

The Group will continue to develop the wine-trading business and promote its premium wines in Hong Kong and China. It will organize more wine pairing dinners and wine and food appreciation events at its restaurants at Goldin Financial Global Centre in order to promote its premium wines in Hong Kong. The Group will enrich its wine list by introducing new and competitive fine wines of more brands to the local market. Besides, it will also try to explore different sale channels in order to expand its wine trading business in Hong Kong and mainland China. Meanwhile, the Group's wine and related businesses will continue to explore other possibilities, including acquisitions in order to increase its market penetration in Hong Kong and mainland China as well as foreign countries.

Factoring

China's commercial factoring industry is expected to remain competitive, and the operating environment will remain complicated, especially when it is plagued by the ongoing Sino- US trade disputes. The Group will strive to maintain the competitive edge of its factoring business and continue its prudent approach to managing risks and selecting clients.

EMPLOYMENT AND REMUNERATION POLICY

As at 30 June 2019, the Group employed a total of 306 employees (as at 30 June 2018: 323). Total staff costs were approximately HK$154.0 million (30 June 2018: approximately HK$141.6 million). The remuneration policy and package of the Group's employees are structured in accordance to market terms and statutory requirements where appropriate. In addition, the Group also provides other staff benefits such as medical insurance, mandatory provident fund and share options to motivate and reward employees at all levels in order to achieve the Group's business performance targets.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES

During the year, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities.

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AUDIT COMMITTEE

The audit committee of the Company, comprising Mr. Wong Wai Leung Joseph as chairman as well as Mr. Tang Yiu Wing and Ms. Gao Min as members, has reviewed, together with the participation of the management, the accounting principles and practices adopted by the Group and discussed the audits and financial reporting matters including the review of the consolidated financial statements of the Group for the year ended 30 June 2019.

SCOPE OF WORK OF ERNST & YOUNG

The figures in respect of the Group's consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and the related notes thereto for the year ended 30 June 2019 as set out in this announcement have been agreed by the Company's external auditor, Ernst & Young to the amounts set out in the Group's draft consolidated financial statements for the year. The work performed by Ernst

• Young in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants and consequently no assurance has been expressed by Ernst
• Young on this announcement.

CORPORATE GOVERNANCE

The Company strives to uphold recognized corporate governance practices to enhance the long-term benefits and interests of the shareholders of the Company and to strengthen the Group's performance. Throughout the year ended 30 June 2019, the Company has complied with all the code provisions ("Code Provisions") of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules, except for the deviations with considered reason as explained below.

Paragraph A.4.1 of the Code Provisions stipulated that non-executive directors should be appointed for a specific term, subject to re-election. The independent non-executive Directors are not appointed for a specific term but are subject to retirement by rotation at least once every three years at the Company's annual general meeting in accordance with the provisions of the bye-laws of the Company. The Board believes that such practice would offer stability at the Board level whilst independence is safeguarded by the statutory provisions by way of rotation, retirement and re-election subject to the shareholders' approval. Thus, the Board considers that such provisions are sufficient to meet the underlying objectives of the relevant provisions of the Corporate Governance Code.

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PUBLICATION OF THE ANNUAL REPORT

The annual report of the Company for the year ended 30 June 2019 containing all the information required by the Listing Rules will be despatched to the shareholders of the Company and published on the websites of the Stock Exchange at www.hkexnews.hkand the Company at www.goldinfinancial.comin due course.

By order of the Board

Goldin Financial Holdings Limited

高銀金融（集團）有限公司*

Pan Sutong

Chairman

Hong Kong, 25 September 2019

As at the date of this announcement, the Board comprises Mr. Pan Sutong, JP (Chairman), Mr. Zhou Xiaojun, Mr. Huang Rui and Ms. Hui Wai Man, Shirley as the Executive Directors; and Hon. Shek Lai Him Abraham (GBS, JP), Mr. Wong Wai Leung Joseph, Mr. Tang Yiu Wing and Ms. Gao Min as the Independent Non-executive Directors respectively.

• for identification purposes only

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