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Zhongchang International Holdings Group Limited

Company Profile Analysis

Ticker: 0859.HK中昌國際控股集團有限公司

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Year Founded & Workforce

1991

3 Employees

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Zhongchang International Holdings Group Limited Overview

Zhongchang International is a micro-cap Hong Kong landlord that owns one asset of consequence: Jardine Center, a 24-storey "Ginza-style" retail and F&B tower at 50 Jardine's Bazaar, Causeway Bay. Around it sit four street shops and one upstairs shop on the same street, plus one vacant Mid-Levels shop. At 30 June 2026 the portfolio was valued at HK$1,394.4m, against HK$829.3m of borrowings. That implies a loan-to-value ratio near 60%. FY2025 rent was HK$28.9m and finance costs were HK$46.4m, so the company is structurally loss-making even before revaluation losses. Its solvency rests explicitly on the financial support of its state-owned controlling shareholder, China Cinda (HK). The investment case is therefore one of asset backing and sponsor support rather than earnings. The shares trade at roughly a quarter of book NAV. The binary drivers are a Causeway Bay retail rental recovery, interest rates, and Cinda's eventual strategy for the vehicle: support, privatisation, asset sale or recapitalisation.


Company's own description (FY2025 Annual Results Announcement and FY2024 Annual Report). The company describes itself as an investment holding company whose group's principal activity is leasing investment properties in Hong Kong. Its revenue comes primarily from rental income on investment properties located mainly in the prime retail and shopping district of Causeway Bay, Hong Kong Island. Management names revenue growth and occupancy as the key measures of its core leasing business, and reports an "operating cost ratio" (staff costs plus other operating expenses, divided by revenue) as a cost-efficiency KPI.

Independent characterisation. The company is effectively a single-asset retail property holding vehicle. Its business model is passive. It owns the freeholds or long leaseholds of strata or whole-building retail space and earns gross rent under operating leases, with no development activity, fee income, or operating retail. It does not manage the building itself; China Resources Property Management is the appointed building manager. The head office has three staff.

The business has collapsed from a diversified property group to a single cluster of retail assets. Before 2017, Henry Group held a broader Hong Kong residential and commercial portfolio. Under Sansheng Hongye (2018–2020) it expanded into PRC property development: Shanghai Yuexin / Zhenjiang Tiangong and the Jinhua Mingrui associate. Both have since been disposed of or written off. What remains is the Jardine's Bazaar cluster.

Strategy

Stated strategy (FY2025 Results Outlook; FY2024 AR Chairman's Statement; 1H2026 Interim). The recurring themes are:

  1. Continue to focus on the core property leasing business, with prudence and caution.

  2. Treat the improvement of liquidity and financial position as the business priority, including negotiating with financial institutions to roll over or reschedule loan repayments.

  3. Adopt prudent capital management and liquidity risk management.

  4. Proactively adjust the tenant mix and improve operating efficiency.

  5. Position to capture potential growth as Hong Kong tourism and retail recover, given the prime Causeway Bay location.

  6. Adopt rigorous cost control measures.

Initiatives in the last 24 months (Oct 2024 – Oct 2026).

Medium-term targets and guidance. None. The company does not publish financial targets, rental guidance or a dividend target. The board states it has "no concrete future plans for material investments or capital assets" (FY2025 Results).

Products & Services

The "products" are leasable spaces. Each asset is catalogued below (FY2024 AR, Schedule of Properties; FY2025 Results and 1H2026 Interim valuation tables).

Flagship offering: Jardine Center. Jardine Center is a vertical F&B and retail tower in the Jardine's Bazaar / Jardine's Crescent cluster, close to Causeway Bay MTR. It produced 74–80% of revenue over FY2023 to 1H2026. Its valuation fell from HK$1,372.0m at end-2023 to HK$1,137.0m at June 2026, a 17.1% decline. Its rent fell from HK$27.1m in FY2023 to HK$22.1m in FY2025, an 18.4% decline. On the FY2024 ESG report's account, the building won the Best Security Services Award (Industrial and Commercial Property) for 2023–24, received the Hong Kong Green Organisation certification and an Energywi$e Certificate, and holds a Charter on External Lighting "Gold Award" for switching off external lighting from midnight to 7 a.m.

Pricing model. Fixed monthly rents under operating leases, with security deposits and periodic market reviews. Turnover rent is not disclosed. Rent levels per square foot are not disclosed. The company attributes the FY2024–FY2025 revenue declines to "negative rental reversion" on renewals and lower occupancy.

Occupancy (portfolio, by lettable area).

Occupancy fell further to 63.7% at 30 June 2026. Note that the FY2024 AR shows FY2023's operating cost ratio as 33.2% and FY2024's as 27.6%.

Product Portfolio

AssetTypeApprox. area (FY2024 AR)InterestValuation 31 Dec 2024 (HKD K)Valuation 31 Dec 2025 (HKD K)Valuation 30 Jun 2026 (HKD K)FY2025 rent (HKD K)FY2025 gross yield on value

Jardine Center, 50 Jardine's Bazaar, Causeway Bay

24-storey "Ginza-style" commercial building (retail / F&B / beauty)

About 49,779 sq ft GFA

100%1,270,0001,149,0001,137,00022,1441.9%

G/F and Cockloft, 38 Jardine's Bazaar

Street shop

About 446 sq ft saleable, plus a 28 sq ft yard and 193 sq ft shop

100%69,00066,80065,3001,9602.9%

1/F, 38 and 40 Jardine's Bazaar

Upstairs shop (classified as residential for fair-value purposes)

About 762 sq ft saleable, plus a 99 sq ft flat roof

100%11,6006,8006,8004987.3%

G/F incl. Cockloft, 41 Jardine's Bazaar

Street shop

About 600 sq ft saleable, plus an 80 sq ft yard, 371 sq ft shop and 82 sq ft yard

100%87,00083,70082,9002,1292.5%

G/F, 57 Jardine's Bazaar

Street shop

About 715 sq ft saleable

100%98,00071,00070,8002,1843.1%

Shop 1, G/F, K.K. Mansion, 119/121/125 Caine Road, Mid-Levels

Street shop

About 1,345 sq ft saleable, plus a 273 sq ft flat roof

100%46,50031,80031,600

0 (vacant)

0.0%

Jinyi Yijing Garden (金義頤景園), Jinhua, Zhejiang (via the 49% associate)

Commercial / residential development held for sale

About 337,530 sq m GFA

48.51% effective

Nil carrying value

Nil

Nil

0—
MetricFY2021FY2022FY2023FY2024FY2025

Year-end occupancy rate (%)

94.789.784.670.667.2

Jardine Center share of revenue (%)

—84.380.476.576.6

Operating cost ratio (%)

——33.227.630.6

Financial Narrative

Sources: FY2024 AR five-year summary (FY2020–FY2024, with FY2021–FY2023 as restated); FY2025 Results; 1H2026 Interim. Figures are HKD thousands unless the label says otherwise. Derived metrics are analyst calculations.

Income statement

Underlying EBITDA is loss from operations plus the fair-value loss plus depreciation. Gross profit is not reported, because revenue is entirely rent. Net rental income serves as the gross-profit proxy.

Margins and growth

Revenue CAGR, FY2021–FY2025: -5.7% a year (HK$36.6m to HK$28.9m).

Balance sheet

The FY2022 equity figure follows the restated five-year summary. The 1H2023 interim showed HK$1,026,140k. The FY2021 figures for investment properties and cash are the 1 January 2022 opening balances in the FY2023 results.

Post-balance-sheet position (30 June 2026, unaudited). Investment properties HK$1,394.4m. Cash HK$10.1m. Borrowings HK$829.3m, split HK$385.6m current and HK$443.7m non-current. Net debt HK$819.2m. Net assets HK$547.5m, or HK$0.49 per share. Net current liabilities HK$384.2m. Accrued interest within borrowings HK$42.5m.

Cash flow

Cash fell by HK$5.6m during FY2025 while reported borrowings rose by HK$23.5m. That is consistent with Cinda drawings (HK$200m principal outstanding by mid-2026, versus HK$130m at end-2024) partly funding interest and bank amortisation.

Ratios

ROIC is not computed meaningfully: NOPAT is negative in every year, and the company has no tax-paying operating base. The cash conversion cycle does not apply to a landlord; receivables are rent of about HK$1.4–1.8m. At 30 June 2026 gearing was 61.1%, LTV was 59.5% and the current ratio was 0.04 (company-reported gearing and current ratio).

Commentary on trends, inflections and drivers

Revenue. Rent fell for four years in five. The first leg came from COVID-era concessions in FY2022, when occupancy dropped from 94.7% to 89.7%. A flat FY2023 masked occupancy erosion to 84.6%. Then came the structural break of FY2024–FY2025. Hong Kong retail sales fell 7.3% in 2024, residents shifted cross-border spending to Shenzhen, and Mainland visitor spending patterns changed. Portfolio occupancy collapsed to 70.6% and then 67.2%, and reversions turned negative. The 1H2026 decline of 11.3% year on year (HK$13.0m) shows no recovery yet in the company's own numbers. That contrasts with the market-wide retail sales rebound of 9.6% in 1H2026 that the company itself cites, and with zero high-street vacancy in Causeway Bay (Cushman & Wakefield, Q2 2026). The gap points to an asset-specific problem: an upper-floor vertical F&B tower faces a weaker leasing market than ground-floor high-street retail.

Valuation losses. Cumulative fair-value losses over FY2021 to 1H2026 total HK$469.1m, about 26% of the end-2021 book value. FY2024 (HK$149.5m) and FY2025 (HK$173.0m) were the inflection years. The pace slowed sharply in 1H2026 to HK$14.7m, which suggests the valuer's capitalisation-rate assumptions may be stabilising. FY2024 capitalisation rates ranged from 2.2% to 4.1%; FY2023 ranged from 1.8% to 4.0%.

Finance costs. Finance costs more than doubled from HK$22.1m in FY2022 to HK$50.5m in FY2024, as HIBOR rose and 12% Cinda shareholder loans were layered in. They eased to HK$46.4m in FY2025 and HK$22.6m in 1H2026 as HIBOR fell. Finance costs still exceed revenue by a factor of about 1.6, so the company cannot service its debt from operations even before revaluation.

Balance sheet. Equity fell 47% between FY2021 and FY2025, from HK$1,078m to HK$576m, and by a further 4.9% in 1H2026. All borrowings were classified as current at every year-end from FY2022 to FY2025. That reflects rolling six-to-fourteen-month bank extensions and a covenant breach history. The June 2026 Hang Seng amendment (final maturity 31 March 2029) is the first multi-year refinancing since 2018. It is the most important balance sheet event in the review period.

Costs. Management has cut overhead substantially. Staff costs fell from HK$7.8m in FY2021 to HK$2.5m in FY2025, and headcount went from 8 to 3. These savings are immaterial against interest of more than HK$45m.

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Financial Detail

Reported Segments by Period

PeriodReported segmentsNotes

FY2019–FY2020

(1) Property investment and leasing, Hong Kong; (2) Property leasing and development, PRC

PRC segment built under Sansheng Hongye's control

FY2021

Continuing: Hong Kong leasing. Discontinued: PRC development

Discontinued on disposal of Shanghai Yuexin, 26 Sep 2021

FY2022–1H2026

Single segment: leasing of Hong Kong investment properties

FY2022 comparatives restated for HKAS 12 deferred tax amendments

Results by Segment and Segment Margins & Growth (%)

MetricFY2021FY2022FY2023FY2024FY2025

Segment revenue (HKD K)

36,59433,67833,77832,63828,915

Revenue YoY growth (%)

—-8.00.3-3.4-11.4

Direct property operating expenses (HKD K)

——2,7532,6273,153

Net rental income (HKD K)

——31,02530,01125,762

Net rental income margin (%)

——91.892.089.1

Loss from operations incl. fair-value loss (HKD K)

-23,802-37,182-25,485-125,576-153,924

Pre-tax result, continuing (HKD K)

372,288-59,291-68,913-176,086-200,286

Contribution to group revenue (%)

100100100100100

Property revenue (HKD K)

Property revenue (HKD K)FY2023FY2024FY2025

Jardine Center, 50 Jardine's Bazaar

27,14424,96222,144

G/F and Cockloft, 38 Jardine's Bazaar

1,0231,9241,960

1/F, 38 and 40 Jardine's Bazaar

502472498

G/F incl. Cockloft, 41 Jardine's Bazaar

1,9982,1442,129

G/F, 57 Jardine's Bazaar

2,0612,1842,184

Shop 1, G/F, K.K. Mansion, 119–125 Caine Road

1,0509520

Total

33,77832,63828,915

Property share of revenue (%)

Property share of revenue (%)FY2023FY2024FY2025

Jardine Center

80.476.576.6

38 Jardine's Bazaar G/F

3.05.96.8

38–40 Jardine's Bazaar 1/F

1.51.41.7

41 Jardine's Bazaar G/F

5.96.67.4

57 Jardine's Bazaar G/F

6.16.77.6

Caine Road shop

3.12.90.0

Income Statement and Per-Share Data

MetricFY2021FY2022FY2023FY2024FY2025

Revenue (HKD K)

36,59433,67833,77832,63828,915

Other income (HKD K)

4331,0973,3261,25113

Net fair-value loss on investment properties (HKD K)

-35,700-45,800-50,400-149,451-173,000

Staff costs (HKD K)

-7,846-5,155-3,956-3,119-2,531

Depreciation, PP&E and ROU (HKD K)

-1,983-1,385-975-874-642

Impairment / ECL (HKD K)

-61200-162-372

Other operating expenses (HKD K)

-14,688-19,617-7,258-5,859-6,307

Loss from operations, reported (HKD K)

-23,802-37,182-25,485-125,576-153,924

Gain on disposal of subsidiaries (HKD K)

414,9550000

Finance costs (HKD K)

-18,865-22,109-43,428-50,510-46,362

Pre-tax profit/(loss), continuing (HKD K)

372,288-59,291-68,913-176,086-200,286

Income tax (HKD K)

-4,227-4,059-3,951-657-649

Loss from discontinued operation (HKD K)

-121,7760000

Net profit/(loss) attributable (HKD K)

246,285-63,350-72,864-176,743-200,935

Underlying EBITDA ex-revaluation (HKD K)

13,88110,00325,89024,74919,718

Reported EBITDA incl. revaluation (HKD K)

-21,819-35,797-24,510-124,702-153,282

EPS basic and diluted (HK cents)

21.89-5.63-6.48-15.71-17.86

Dividend per share (HK cents)

00000

Margin Analysis (%)

MetricFY2021FY2022FY2023FY2024FY2025

Net rental income margin, gross-margin proxy (%)

——91.892.089.1

Reported operating margin (%)

-65.0-110.4-75.4-384.8-532.3

Underlying EBITDA margin (%)

37.929.776.675.868.2

Net margin (%)

673.0-188.1-215.7-541.5-694.9

Finance costs as % of revenue

51.665.6128.6154.8160.3

Revenue YoY (%)

—-8.00.3-3.4-11.4

Balance Sheet and Per-Share Data

MetricFY2021FY2022FY2023FY2024FY2025

Investment properties (HKD K)

1,827,3001,781,5001,731,1001,582,1001,409,100

Cash and cash equivalents (HKD K)

136,57563,268123,04716,73811,129

Total assets (HKD K)

1,970,1201,851,7491,858,6381,601,9211,424,358

Interest-bearing bank and other borrowings (HKD K)

—790,505870,857792,028815,535

of which short-term / current (HKD K)

—790,505870,857792,028815,535

of which long-term / non-current (HKD K)

—0000

Net debt (HKD K)

—727,237747,810775,290804,406

Total liabilities (HKD K)

891,712825,476905,104825,236848,488

Total equity (HKD K)

1,078,4081,026,273953,534776,685575,870

Goodwill and intangibles (HKD K)

00000

Net current liabilities / working capital (HKD K)

-732,314-738,173-760,612-787,525-813,965

NAV per share (HKD)

0.960.910.850.690.51

Cash Flow

MetricFY2021FY2022FY2023FY2024FY2025

Cash generated from operations before interest and tax (HKD K)

——25,08224,452—

Interest paid (HKD K)

——-43,139-39,339—

Net operating cash flow (HKD K)

——-20,569-15,301—

Capex, additions to investment property (HKD K)

——0-451—

Free cash flow (HKD K)

——-20,569-15,752—

New other borrowings, Cinda (HKD K)

——100,00030,000—

Bank loan repayments (HKD K)

——-19,937-120,000—

Dividends paid (HKD K)

00000

Share buybacks (HKD K)

00000

Net change in cash (HKD K)

——59,807-106,267—

Margin Analysis (%) and Financial Ratios (x)

RatioFY2021FY2022FY2023FY2024FY2025

ROE on average equity (%)

25.7-6.0-7.4-20.4-29.7

ROA on average assets (%)

10.1-3.3-3.9-10.2-13.3

Current ratio (x)

0.1620.0840.1420.0240.018

Gearing, total liabilities / total assets (%)

45.344.648.751.559.6

Debt / equity (%)

—77.091.3102.0141.6

Loan-to-value, borrowings / investment properties (%)

—44.450.350.157.9

Net debt / underlying EBITDA (x)

—72.728.931.340.8

Interest coverage, underlying EBITDA / finance costs (x)

0.740.450.600.490.43

Asset turnover, revenue / average assets (%)

1.51.81.81.91.9

Region revenue, continuing (HKD K)

Region revenue, continuing (HKD K)FY2021FY2022FY2023FY2024FY2025

Hong Kong

36,59433,67833,77832,63828,915

Mainland China

00000

Total

36,59433,67833,77832,63828,915

Region revenue growth (%)

Region revenue growth (%)FY2022FY2023FY2024FY2025

Hong Kong

-8.00.3-3.4-11.4

District revenue (HKD K)

District revenue (HKD K)FY2023FY2024FY2025

Causeway Bay (Jardine's Bazaar cluster)

32,72831,68628,915

Mid-Levels (Caine Road)

1,0509520

Capital Markets

ItemValueBasis

Last observed price

About HK$0.13

etnet quote page (Apr 2026); Yahoo Finance (HK$0.129)

Shares in issue

1,125,027,072

1H2026 Interim

Market capitalisation

About HK$146m

Price × shares

Net debt (30 Jun 2026)

HK$819.2m

Borrowings HK$829.3m less cash HK$10.1m

Enterprise value

About HK$965m

Market cap + net debt

P/E

n/m (loss-making)

FY2025 EPS -17.86 HK cents

P/B

About 0.27x

NAV per share HK$0.49 at 30 Jun 2026

Discount to NAV

About 73%

—

EV / Sales (FY2025)

About 33.4x

EV / HK$28.9m

EV / underlying EBITDA (FY2025)

About 49x

EV / HK$19.7m

Implied net rental yield on book value (1H2026 annualised)

About 1.6%

(13,030 − 1,688) × 2 / 1,394,400

Other data points

HK$0.092 (+17.95% on the day) in 2024; market cap €14.47m (TipRanks, Mar 2025); HK$119.3m (Simply Wall St, 2025)

Aggregator snapshots

Capital Markets (Annual)

MetricFY2021FY2022FY2023FY2024FY2025

Dividend per share (HK cents)

00000

Dividends paid (HKD K)

00000

Debt Maturity Profile

Maturity bucket (HKD K)30 Jun 2026

On demand or within 1 year

385,583

In the second year

19,644

In years 3 to 5

424,087

Total

829,314

Capital Instruments

InstrumentAmount (HKD K)RateMaturitySecurity

Hang Seng Bank secured loan, current portion

144,715

HIBOR + 1.25%

Within 12 months (amortisation)

Investment properties, share charges, rent assignments; HK$1,127m corporate guarantee

Hang Seng Bank secured loan, non-current

443,731

HIBOR + 1.25%

Final maturity 31 Mar 2029

Same

China Cinda (HK) unsecured loans, including accrued interest

240,868

10–12% fixed

31 Mar 2027

Unsecured

Analyst Conclusions

Management guidance (FY2025 Results; 1H2026 Interim). Management expects a challenging retail operating environment to persist through 2026 amid macro and geopolitical uncertainty and structural shifts in consumption. It expects inbound tourism, a stabilising residential market and policy support to help over time. It will keep its focus on core leasing, prudent capital and liquidity management, tenant-mix adjustment and operating efficiency. It gives no quantitative guidance.

Consensus expectations: none; the stock has no coverage.

Bull case

  1. Deep NAV discount with sponsor optionality. The stock trades at about 0.27x book NAV. A state-owned controller holding 75%, with a special-situations executive newly on the board, raises the chance of a privatisation or asset sale at a price well above the current HK$0.13.

  2. Balance sheet de-risked. Bank debt now runs to March 2029, finance costs fell 9.8% in 1H2026, and fair-value losses slowed from HK$173.0m (FY2025) to HK$14.7m (1H2026). Operating losses before revaluation have narrowed.

  3. Location recovery. Causeway Bay high-street vacancy is 0% and rents are forecast up 3–5% in 2H2026. If Jardine Center's occupancy returned to FY2022's roughly 90%, revenue could recover by HK$8–10m a year from FY2025's base.

Bear case

  1. Structural cash burn. Revenue of HK$28.9m cannot cover HK$46.4m of finance costs. Without rising Cinda support, equity erodes further. NAV fell 4.9% in 1H2026 alone.

  2. Asset-specific obsolescence. Occupancy fell to 63.7% even as Causeway Bay high-street vacancy reached zero. Jardine Center's upper-floor F&B format may face a lasting re-rating, with Lee Garden Eight adding competing supply in 3Q2026.

  3. Minority dilution or expropriation risk. With a free float of about 15%, HK$240.9m of Cinda debt and interest due in March 2027, and no independent capital access, any recapitalisation (debt-for-equity, rights issue at a deep discount, or low-ball privatisation) is likely to be set on the controller's terms.

Key catalysts and monitorables (next 12 months)

Concluding analyst verdict.

Zhongchang International is no longer an operating company in any meaningful sense. It is a leveraged, sponsor-dependent holding vehicle for a single Causeway Bay retail tower. The financial record from FY2021 to 1H2026 is unambiguous. Rent declined at a 5.7% compound annual rate, occupancy fell 31 percentage points, revaluation losses totalled HK$469m, and equity halved. Finance costs persistently exceed revenue, so the equity is in effect a call option on Hong Kong retail property values, financed by a 75% state-owned shareholder whose continued goodwill is the stated basis of the going-concern assessment.

Two developments in 2026 improve the picture at the margin. The June 2026 Hang Seng amendment pushed the bank loan's final maturity to March 2029 and ended the cycle of six-month rollovers. And the revaluation drag nearly stopped in 1H2026, against a backdrop of zero high-street vacancy and rising rents in Causeway Bay. Yet the company's own occupancy kept falling, to 63.7%. That gap points to an asset-specific problem with Jardine Center's upper-floor F&B format, not merely a market cycle, and the company has neither the capital nor the in-house team to fix it.

The roughly 73% discount to NAV is therefore not obviously anomalous. Book NAV relies on capitalisation rates of 2–4% applied to a building yielding about 1.6% net on its valuation. The HK$240.9m of Cinda loans falling due in March 2027 is a dilution overhang, and minorities hold only about 15% with no say in how it is resolved.

Our verdict is speculative and event-driven only, unsuitable for fundamental or income mandates. The plausible upside path is sponsor-led corporate action: privatisation, sale of Jardine Center, or an orderly wind-down. Downside comes from further value erosion and terms imposed by the controller. Position sizing should reflect a binary, illiquid, governance-constrained outcome. The March 2027 Cinda loan maturity is the decisive near-term marker.


Market prices are indicative snapshots, not real-time quotes. This document is not investment advice.

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Executive Leadership

Board of Directors

NameRoleAppointedAge*BackgroundEducation

Chen Zhiwei (陳志偉)

Chairman, Executive Director, Nomination Committee Chairman (as of FY2024 AR)

ED 13 May 2020; Chairman 15 Jan 2021; CEO Jun 2020–Jan 2021

40

Deputy General Manager, China Cinda (HK) Holdings (joined Jun 2010). NED of Silver Grant International (171.HK) since Jan 2019. Formerly NED of Modern Land (China) (1107.HK), SouthGobi Resources (1878.HK) and China Fortune Financial (290.HK)

BEc, Tsinghua University (2004). MSc Real Estate, National University of Singapore (2009)

Ku Ka Lee (顧嘉莉)

Chief Executive Officer, Executive Director

Joined Jun 2020; NED 6 Jan 2021; ED and CEO 15 Jan 2021

54

Managing Director, Investment Business, China Cinda (HK). With Cinda since 1996. ED of Silver Grant International since Sep 2024. Former NED of SouthGobi Resources

Studied international trade, Hubei University. Diploma in Business Management, HKMA / Lingnan University (2005)

Wu Hao (吳昊)

Executive Director

23 Jan 2026 (2-year term to 22 Jan 2028)

—

Department Head, Cinda group (per HKEX announcement). Formerly with Deloitte. Director of Cinda Fund Investment Management (aggregator)

Master's in International Finance and Accounting Management, University of Glasgow. Doctorate, Renmin University (aggregator)

Wu Jun (吳俊)

Non-executive Director

17 Mar 2026

—

Head of Special Situations, Cinda (HK). Formerly Senior Business Director, Investment; formerly Investment Director, China Huarong International Holdings

—

Wong Chi Keung, Kenjie (王志强)

Non-executive Director; Remuneration Committee member

26 Feb 2021

65

Executive Director, House of Connoisseur Ltd (wine and spirits) since Jun 2016. Previously Lamborghini HK dealer sales GM and ZenithOptimedia / Newcast Shanghai

BA Communications, Simon Fraser University (1984)

Yu Dan (于丹)

Non-executive Director; Audit Committee member

12 May 2021

42

Head of Finance, China Cinda (HK) (joined Jan 2017). Former KPMG audit manager. Former CFO of 立科國際; former IR Director of NQ International

BBA, East China Normal University (2004). CICPA; AICPA

Liew Fui Kiang (劉懷鏡)

Independent Non-executive Director

Jan 2018

58

INED of Shandong Gold Mining (1787.HK / 600547.SH), Zhaoke Ophthalmology (6622.HK) and Zhengye International (3363.HK). External supervisor of Ping An Insurance (2318.HK). Former independent director of Baoshan Iron & Steel

LLB, University of Leeds. MBA, University of Hull. Solicitor of England & Wales and Hong Kong. CFA ESG certificate

Liu Xin (劉欣)

INED; Remuneration Committee Chairman; Audit and Nomination member

12 May 2021

69

Senior Adviser, Deloitte China (since Mar 2019). BNP Paribas Hong Kong 2007–2018 (MD, FIG China). HSBC London 2001–2002. SAFE 1989–2001

BA, Hubei University. MEc, Wuhan University. PhD Economics, University of Leeds

Yip Tai Him (葉棣謙)

INED; Audit Committee Chairman

13 May 2020

54

INED of Shentong Robot Education (8206), GCL Technology (3800) and Redco Properties (1622). Resigned as INED of Dongguan Rural Commercial Bank (9889) in Mar 2025

BA, City University of Hong Kong. FCPA (HKICPA), FCCA, FCA (ICAEW)

Directors' Remuneration

AttributeStatus

Board size

9: 3 executive, 3 non-executive, 3 independent non-executive

Independence

3 of 9 INEDs (33.3%), the Listing Rules minimum. No INED has served more than 9 years

Cinda-affiliated directors

Chen, Ku, Wu Hao, Wu Jun and Yu Dan are current Cinda (HK) executives. That is 5 of 9 directors

Chair / CEO separation

Separated: Chen Zhiwei is Chairman and Ku Ka Lee is CEO. Both are Cinda executives

Gender diversity

FY2024: 3 women of 9 (33.3%). After Huang Zhenghong's resignation in Jan 2026, 2 women of 9 (22.2%). The board's measurable objective is at least one female director

Audit Committee

Yip Tai Him (Chair), Liu Xin, Yu Dan. Met twice in FY2024

Remuneration Committee

Liu Xin (Chair), Wong Chi Keung, Yip Tai Him. Met once in FY2024

Nomination Committee

Chen Zhiwei (Chair) with Liew Fui Kiang and Liu Xin per the FY2024 AR. Membership changed on 24 Dec 2025

Internal audit

No internal audit department. The Audit Committee reviews internal-control reports directly

CG deviations

FY2024: INED Liew Fui Kiang did not attend the 21 Jun 2024 AGM (code C.1.6). FY2025: full compliance reported

Board of Directors (Annual)

Director group (HKD K)FY2023FY2024FY2025

Executive directors, total (all waive or are not paid by the company)

000

Non-executive directors, total

000

Each INED fee

180180180

Total directors' emoluments

540540540

Key management compensation

1,3571,151—

Board & Management Changes

DateChangeContext

9 Dec 2024

Tang Lunfei resigns as ED; Huang Zhenghong (Cinda HK Chief Risk and Compliance Officer) appointed

Resigned for "other career commitments"

23 Jan 2026

Huang Zhenghong resigns as ED; Wu Hao appointed

Other work commitments; Cinda rotation

17 Mar 2026

Huang Qiang (Chairman and GM of China Cinda (HK) Holdings) resigns as NED; Wu Jun (Head of Special Situations) appointed

Notable: a special-situations executive joins the board ahead of the 2026 loan restructuring

24 Dec 2025

Nomination Committee composition and terms of reference changed

—

Major Shareholders

HolderShares% of issuedNature

China Cinda (HK) Asset Management Co., Limited

843,585,74774.98

Beneficial owner. China Cinda Asset Management Co., Ltd. is deemed interested

Bonds & Sons Holdings Limited

111,642,2959.93

Beneficial owner. Controlled by Bonds & Sons International, which is controlled by Bonds Chan Family Holdings (PTC) Ltd.

Public float (residual)

169,799,03015.09

Free float, below the typical 25% threshold. The company relies on its float determination and states it maintained a sufficient public float

Directors' interests

Nil

0.00

No director holds shares (FY2024 AR)

Competitive Landscape

Key Competitors

CompetitorTickerRelevant positioningLatest scale indicator (sourced)

Hysan Development

0014.HK

Dominant Causeway Bay landlord (Lee Gardens, Hysan Place). Lee Garden Eight completing 3Q2026

FY2025 turnover HK$3,464m (+1.6%); retail HK$1,727m; retail occupancy 95% (Hysan FY2025 results)

Soundwill Holdings

0878.HK

Causeway Bay retail and office (Soundwill Plaza, Midtown)

FY2025 revenue HK$358.2m; leasing about HK$323m (per Zonebourse); FY2025 net loss reported at about HK$2.1bn

Sun Hung Kai Properties

0016.HK

Major HK retail landlord

—

Link REIT

0823.HK

Largest HK retail REIT (community malls)

—

Swire Properties

1972.HK

Prime HK Island retail (Pacific Place, Cityplaza)

—

Hang Lung Properties

0101.HK

HK retail (Causeway Bay: Fashion Walk)

—

Henderson Land

0012.HK

HK retail portfolio

—

Chinese Estates Holdings

0127.HK

Causeway Bay retail exposure

—

Emperor International

0163.HK

Causeway Bay and Russell Street retail

—

Champion REIT / Sunlight REIT

2778.HK / 0435.HK

HK retail and office REITs

—

Private strata owners on Jardine's Bazaar / Jardine's Crescent

—

Direct substitutes for street-shop and upper-floor F&B space

—

“—” = not publicly disclosed.

Peer Comparison FY2025

MetricZhongchang (0859)Hysan (0014)Soundwill (0878)

Revenue (HKD Mn)

28.93,464358.2

Revenue growth YoY (%)

-11.4+1.6

-70.9 (development-driven)

Retail occupancy (%)

67.295—

Gross / net rental margin (%)

89.1 (net rental income)

80.2 (gross profit margin)

—

Net result

Loss HK$200.9m

Profit (underlying profit HK$2.51bn)

Loss about HK$2.1bn

R&D intensity (%)

0——

“—” = not publicly disclosed.

Recent Developments

Earlier context from late 2024 is included where it frames 2025 events.

Company Snapshot

$3.7M

Revenue

3

Employees

1991

Founded

Causeway Bay, Hong Kong

Headquarters

SWOT Analysis

Strengths

  • Prime-district asset backing. Investment properties of HK$1,394.4m at 30 June 2026 against a market capitalisation of about HK$146m. NAV per share is HK$0.49 versus a share price of about HK$0.13.
  • State-owned sponsor support. Cinda (HK) provided HK$200m of unsecured shareholder loans, and its explicit support is the basis for the going-concern assessment (FY2025 Results, Note 2.1; 1H2026 Interim).
  • Longer-dated bank debt. The Hang Seng facility was extended to a final maturity of 31 March 2029 (amendment of 26 June 2026). Net current liabilities fell from HK$814.0m to HK$384.2m.
  • High property-level margin. Direct operating expenses were only HK$3.15m against HK$28.9m of rent in FY2025, an 89.1% net rental margin.
  • Lean cost base. Staff costs fell from HK$7.8m in FY2021 to HK$2.5m in FY2025 with 3 employees. The FY2025 operating cost ratio was 30.6%.
  • Resilient street shops. Ground-floor shops at 38, 41 and 57 Jardine's Bazaar grew combined rent from HK$5.08m in FY2023 to HK$6.27m in FY2025.

Weaknesses

  • Structural cash deficit. FY2025 finance costs of HK$46.4m were 160% of revenue. FY2024 operating cash flow after interest was -HK$15.3m.
  • Concentration. Jardine Center was 76.6% of FY2025 revenue and 81.6% of the June 2026 portfolio value.
  • Collapsing occupancy. Occupancy went from 94.7% (FY2021) to 63.7% (June 2026).
  • Value erosion. Cumulative fair-value losses were HK$469m over FY2021 to 1H2026. Equity fell from HK$1,078m to HK$547m.
  • Covenant and refinancing history. Tangible net worth breach in 2021; LTV waivers in 2020; seven-plus short-term extensions between 2022 and 2025 (FY2024 AR).
  • Thin governance resources. No internal audit function. Free float of about 15%. Five of nine directors are Cinda executives. Board gender diversity fell to 22% in 2026.

Opportunities

  • Causeway Bay rent recovery. Cushman & Wakefield forecasts +3–5% high-street rent growth in 2H2026, and vacancy is at 0%.
  • Lower rates. Each 100 basis point fall in HIBOR saves about HK$6.3m a year (FY2024 sensitivity). Finance costs already fell 9.8% in 1H2026.
  • Repositioning of Jardine Center towards beauty, wellness or experiential uses, given the current tenant mix of F&B and beauty parlours. Capital would be required.
  • Monetising the residual PRC claims. HK$288m of other receivables and HK$52.4m due from the associate are fully provided. Any recovery would be pure upside.
  • Sponsor-led corporate action. Privatisation at a discount to NAV, an asset sale, or a debt-for-equity conversion of the HK$240.9m of Cinda loans and interest.
  • Disposal of small non-core assets, for example the vacant Caine Road shop (HK$31.6m) or 1/F 38–40 Jardine's Bazaar, to cut debt.

Threats

  • Further valuation declines that could push LTV above bank covenant levels. LTV was already 59.5% in June 2026.
  • Withdrawal or re-pricing of sponsor support after the Huijin reorganisation. The Cinda loans fall due on 31 March 2027.
  • Competitive supply. Lee Garden Eight (Hysan) adds about 30% to Lee Gardens' leasable area in 3Q2026.
  • Structural consumption shifts to Shenzhen and online. 1H2026 restaurant volume was -0.1%.
  • HIBOR re-rating upward, with all bank debt floating at HIBOR + 1.25%.
  • Dilution risk. Any recapitalisation could be highly dilutive to minorities at current prices.

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Key Developments

DateEventSignificance
9 Dec 2024Huang Zhenghong replaces Tang Lunfei as EDCinda risk-and-compliance oversight added to the board
30 Dec 2024Further HK$30m Cinda loan drawn at 12%Sponsor funds the bank paydown
31 Dec 2024Hang Seng extends HK$669.8m to 30 Jun 2025 against a HK$20m repayment and a sale process for 1/F 38–40 Jardine's BazaarShort-dated refinancing continues
c. Feb 2025Central Huijin to become China Cinda's controlling shareholder. SFC waiver for 0859Sponsor's state ownership reaffirmed
10 Mar 2025 (approx.)Board meeting date set for FY2024 results, later changedRoutine
24 Mar 2025Profit warning: expected FY2024 loss of about HK$176.7m, versus HK$72.9m, driven by fair-value lossesNegative surprise
28 Mar 2025FY2024 results: revenue HK$32.6m (-3.6% reported), loss HK$176.7m, NAV per share HK$0.69Occupancy 70.6%
30 Apr 2025FY2024 Annual Report and AGM circular published (buy-back mandate; Cinda 74.98%)Governance
19 Jun 20252025 AGM heldRoutine
30 Jun 2025Expiry of the Hang Seng extension. A further extension is implied by the year-end positionRefinancing risk event
28 Aug 2025 (approx.)Board meeting for interim resultsRoutine
29 Aug 20251H2025 interim: revenue HK$14.7m (-12.9% YoY), loss HK$31.5m, NAV HK$745.3mContinued decline
29 Aug 2025Second loan agreement with China Cinda (HK). Total shareholder loans reach HK$200mSponsor support stepped up
24 Dec 2025Change in Nomination Committee composition; revised terms of referenceGovernance
31 Dec 2025Year-end: all HK$815.5m of borrowings current; net current liabilities HK$814.0mGoing-concern reliance on Cinda
23 Jan 2026Wu Hao replaces Huang Zhenghong as EDBoard rotation
16 Mar 2026Board meeting set for FY2025 resultsRoutine
17 Mar 2026Wu Jun (Head of Special Situations) replaces Huang Qiang as NEDPossible restructuring signal (analyst view)
27 Mar 2026FY2025 results: revenue HK$28.9m (-11.4%), fair-value loss HK$173.0m, net loss HK$200.9m, EPS -17.86 HK cents, NAV per share HK$0.51Largest loss in the review period
Apr 2026FY2025 Annual Report publishedFiling
Apr–May 20262026 AGM convened, seeking a buy-back mandateGovernance
Jun 2026 (approx.)2026 AGM: all resolutions passed unanimouslyGovernance
26 Jun 2026Hang Seng amendment agreement extends the bank loan's final maturity to 31 Mar 2029Major de-risking. HK$443.7m reclassified to non-current
Jun 2026Occupancy falls to 63.7% (30 Jun 2026)Operational deterioration continues
30 Jun 2026Cinda loans (HK$200m principal) mature 31 Mar 2027Next refinancing milestone
Aug 2026 (approx.)Board meeting date set for interim resultsRoutine
28 Aug 20261H2026 interim: revenue HK$13.0m (-11.3%), fair-value loss HK$14.7m, loss HK$28.6m (narrower), finance costs -9.8%, net current liabilities HK$384.2mLoss narrowing; balance sheet stabilised
Monthly 2025–2026Monthly returns of equity securities filed (no change in share capital)Routine

Financial Performance

Explore key financial metrics, segmented revenue, balance sheet health, and performance trends.

Revenue

8 charts
Income Statement: Revenue & Gross Profit: Revenue fell from HKD 36.6 Mn in FY2021 to HKD 28.9 Mn in FY2025.
Zhongchang International Holdings Group Limited — Income Statement: Revenue & Gross Profit
Series (HKD Mn)FY2021FY2022FY2023FY2024FY2025
Revenue36.633.733.832.628.9

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