Announcement of Annual Results for the Year Ended 31 December 2015

6240f659-6fc5-431c-83b0-3953e1d81196.pdf

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.

Gemini Investments (Holdings) Limited

盛 洋 投 資（控 股）有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 174) ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2015

The board of directors of the Company (the "Board") is pleased to announce the audited consolidated results of Gemini Investments (Holdings) Limited (the "Company") and its subsidiaries (together referred to as "our Group" or "we") for the year ended 31 December 2015 (the "Year" or "2015"). The audited consolidated results of the Company have been reviewed by the Company's audit committee.

ANNUAL RESULTS FOR 2015

For the year ended 31 December 2015, our Group recorded a loss attributable to its owners of approximately HK$1,135.2 million, which mainly arose from a non-cash share of loss of approximately HK$1,012.1 million in a joint venture of the Company, namely Sino Prosperity Real Estate Fund L.P. (the "SPRE Fund"). For detailed reasons of the loss, please see the paragraph headed "Financial Review" below.

The Board does not recommend the payment of any final dividend for the Year.

KEY DEVELOPMENT

Our Group is principally engaged in investment in fund platform, fund investment, property investment and securities investment businesses. During 2015, our Group continued to take root in Hong Kong and overseas property markets, especially with more resources devoted to investment in fund platform and fund investment business, which are considered as a prudent but proactive approach to expand the Group's business networks and gain wider access to potential value- enhancing projects, with the ultimate goal to maximise our shareholders' value in the medium to long term.

After completing our investment, among others, in the general partnership interests of Gemini- Rosemont Realty LLC ("GR Realty") in August 2015, a commercial real estate acquisition and asset management company based in the United States of America (the "U.S."), we use GR Realty, as a jointly controlled and managed investment platform, through which our Group will not only be able to leverage on its expertise, experience and relationship of its management team (more than 200 professionals) in the commercial real estate market, but also diversify our investment in fund platform business and property investment portfolio to a large number of states in the U.S..

As at the end of the Year, GR Realty engaged in the ownership and/or management of its investment portfolio comprising 75 commercial properties, representing 121 buildings, with approximately

14.7 million square feet in 21 states across the U.S.. During the Year, our Group shared the post- acquisition profit of approximately HK$26.1 million and received the dividend distribution of approximately HK$10.2 million as a result of our interests in GR Realty and certain syndicated projects controlled by GR Realty.

We position GR Realty as an effective platform to allow our Group to gain expertise and significant access to the U.S. market, in which our Group can take advantage of growth in gross domestic product, declining unemployment rate and growth of the property market, as well as capturing market opportunities in a timely manner and generate our Group considerable investment returns from the management and investment of real estate assets.

For investment in fund platform business in the market of the People's Republic of China (the "PRC"), along with our joint venture partner, we have been actively involved in the continued management and the strategic movement of the jointly managed fund, the SPRE Fund, as well as monitoring the economic and market conditions in China under the backdrop of slowing down of the economic growth.

Considering the volatile global economy, to further diversify our Group's risk exposure and enhance the rate of return through efficient access to a wider variety of investment channels, we have increased capital resource into investing in fund platforms and investment funds which aim at achieving medium to long term capital appreciation through investing substantially in real estate and related projects.

FINANCIAL REVIEW Revenue

During 2015, our Group recorded a total revenue of approximately HK$22.6 million (2014: approximately HK$91.9 million). Significant decline in revenue was mainly due to the decrease in sales of gold bullions by approximately HK$58.3 million as a result of continuous downward trend of the gold bullions price during the Year.

The following table sets forth our Group's revenue breakdown for 2015 and 2014:

During 2015, our Group recorded a loss attributable to owners of the Company of approximately HK$1,135.2 million (2014: loss of approximately HK$144.8 million). Such loss recorded during the Year was mainly because of a non-cash share of loss of approximately HK$1,012.1 million in a joint venture of the Company (in which the Group had a 50% equity interest), the SPRE Fund which held property projects mainly in second and third tier cities in the PRC and operated a business in the provision of upfitting and decoration services for property projects. The loss to the SPRE Fund arose mainly as a result of the depressed selling price of real estate, which led to the drop in gross profit margin and the increased burden in inventory impairment of the SPRE Fund, under the backdrop of the faltering PRC economy during the Year, especially for the stubborn sluggishness of the real estate market of second and third tier cities with high level of housing inventory. Consequently, our Group recorded basic losses per share of 2.52 HK dollar in 2015 versus basic losses per share of 0.32 HK dollar in 2014.

Utilisation of Net Proceeds of Convertible Preference Shares issued in 2014

As disclosed in the 2014 annual report of the Company, the Company completed the issue of a total of 1.3 billion non-voting convertible preference shares on 23 December 2014, with the net proceeds from the issue (after deducting expenses) amounted to approximately HK$3,899.0 million. Out of such net proceeds, approximately HK$3,445.3 million had already been or been committed in 2014

to be applied to finance those projects or transactions undertaken by our Group as specifically disclosed in the paragraph headed "Issue of Convertible Preference Shares" in the section headed "Management Discussion & Analysis" of the 2014 annual report.

During the Year, US$55.0 million (approximately HK$426.4 million, being the remaining net proceeds from the issue of the convertible preference shares) had been applied to fund investment in Neutron Property Fund Limited ("Neutron Property"), a private equity fund aiming to invest substantially in real estate and related investments primarily in the U.S. and certain other countries. The details of such investment are set out in the Company's announcement dated 29 June 2015 and circular dated 14 August 2015.

Financial Resources and Liquidity

Total assets and net asset value of our Group as at 31 December 2015 were approximately HK$6,528.2 million (2014: approximately HK$5,887.8 million) and approximately HK$3,956.3 million (2014: approximately HK$4,307.0 million), respectively.

As at 31 December 2015, the principal amount of our total borrowings amounted to approximately HK$3,269.0 million (2014: approximately HK$1,526.6 million), of which approximately HK$875.1 million repayable within one year. The total borrowings mainly consisted of (a) unsecured borrowings with principal amount totaling approximately HK$2,744.0 million (as at 31 December 2014: HK$1,000 million), of which approximately HK$775.1 million repayable in one year, from Grand Beauty Management Limited ("Grand Beauty"), an indirect wholly-owned subsidiary of Sino-Ocean Land Holdings Limited ("Sino-Ocean Land"), the controlling shareholder of our Company; and (b) an unsecured bank borrowing with principal amount of HK$500.0 million, of which HK$100.0 million will be repayable in one year. HK$50 million of such bank borrowing was repaid in January 2016 with the remaining bank borrowing principal amounted to HK$450.0 million. The substantial increase in the borrowings of our Group during 2015 arose mainly because Grand Beauty further financed our Group with a 3-year loan with principal amount of US$125 million (approximately HK$968.9 million) and a 6-month loan with principal amount of US$100 million (approximately HK$775.1 million) during the Year to support the business expansion of our Group. Such 6-month loan of US$100 million was extended for a further period of 12 months in February 2016 subsequent to the year end. Besides, Grand Beauty granted our Group a US$700 million loan facility, which had not yet been drawdown at the end of the Year. Apart from the above, our Group did not have any other interest bearing debt as at 31 December 2015.

Total cash resources (including bank balances and cash and short-term bank deposits) amounted to approximately HK$851.5 million as at 31 December 2015 (2014: approximately HK$2,157.9 million). Current ratio changed from 39.24 times in 2014 to 1.08 times in 2015 as a result of the increase in short-term borrowings of US$100.0 million from Grand Beauty to support the business expansion of our Group, while on the other hand, more cash resources were utilised for investment activities during the Year. Such US$100.0 million borrowing was extended for a further period of 12