Gemini Investments (holdings) LimitedHKEX: 174

Announcement of Annual Results for the Year Ended 31 December 2016

· Issued by Gemini Investments (Holdings) Limited

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 2016

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 2016 (the "Year" or "2016"). The audited consolidated results of the Company have been reviewed by the Company's audit committee.

2016 has been a year of continuing growth and expansion of our Group's business. We stayed focus on our core business segment of investment in fund platform, property investment and development, fund investment, and securities investment business. With the determination and execution of our Group's management, and through a series of acquisition, disposition and restructuring activities, we aim to optimise our resources allocation, improve our financial position, and solid our foundation in overseas real estate market, especially the fund platform in the United States of America (the "U.S.") and property investment and development business segment.

FINANCIAL RESULTS

Owing to the harvest of certain real estate funds we have invested, which distributed dividend income of approximately HK$59.1 million during the Year, our Group recorded a total revenue of approximately HK$83.1 million, representing a significant increase when compared to approximately HK$22.6 million in 2015.

The overall financial result is improved with loss attributable to the owners of the Company decreased from approximately HK$1.1 billion for 2015 to approximately HK$253.4 million for 2016.

Despite increasing income generated from our investments over the past two years, including dividend income from real estate funds and profit shared from U.S. real estate fund platform - Gemini-Rosemont Realty LLC ("GR Realty"), loss recorded during the Year was mainly due to (i) share of loss of approximately HK$159.5 million from a joint venture of the Company, namely Sino Prosperity Real Estate Fund L.P. (the "SPRE Fund"), which entire interest was disposed of by the Company in June 2016 for a total consideration of Renminbi ("RMB") 970.0 million. The Company has no interest in the SPRE Fund since then; and (ii) finance cost of approximately HK$235.7 million from shareholder's loans with principal amount of approximately HK$2,245.5 million from Grand Beauty Management Limited ("Grand Beauty"), an indirect wholly-owned subsidiary of our controlling shareholder, Sino-Ocean Group Holding Limited ("Sino-Ocean" and, together with its subsidiaries, "Sino-Ocean Group"), as at 31 December 2016. As announced in January 2017, the Company entered into a capitalisation and subscription agreement with Grand Beauty, pursuant to which the parties have conditionally agreed to capitalise the shareholder's loans in the principal amount of approximately HK$1,782.8 million (and the related accrued interest thereon) by way of the issuance of convertible preference shares of the Company (the "Loan Capitalisation"). Completion of the Loan Capitalisation and the proposed issue of the convertible preference shares are subject to, among others, the compliance of the applicable requirements under the Rules Governing the Listing of the Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and it may or may not proceed.

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

DEVELOPMENT AND EXPANSION OF CORE BUSINESSES Fund Platform - GR Realty

An area of our development focus undoubtedly was our strategical investment in the real estate asset management platform in the U.S. - GR Realty, with asset under management of approximately

U.S. dollars ("US$") 1.82 billion, comprising 65 commercial properties (107 buildings), with approximately 13.4 million square feet in 20 states across the U.S. as at 31 December 2016.

Through actively participating in the management of GR Realty, and leveraging on its solid knowhow, good relationship, sound execution capacity and well-established platform in local market, our Group is able to efficiently capture sound business opportunities in the U.S., as well as enhancing the management of existing projects, so as to strengthen our Group's presence, and constructively diversify our investments in the U.S., under the backdrop of strong U.S. economy and growing property market.

During the Year, GR Realty's asset under management was enriched by US$290 million by adding a premier class A office tower in the heart of bustling Downtown San Diego, California, the U.S., a premier class A office tower in Durham, North Carolina, the U.S., and a class A, LEED Gold certified office tower in the Bellevue CBD submarket of Seattle, the U.S., all of which are of high occupancy rate, diversified tenant base and value-enhancing potential. Moreover, targeting long- term network building in Asian markets, GR Realty conducted its roadshow activities in both Hong Kong and Beijing in the 4th quarter of the Year. During the Year, it brought us a share of profit of GR Realty and its syndicated projects of approximately HK$74.3 million, as well as dividend of approximately HK$24.8 million.

Property Investment and Development

We have also been proactively seeking quality property investment opportunities in the U.S., with the support from GR Realty's local team, so as to broaden our Group's sources of income and enjoy the potential capital appreciation gain.

In May 2016, our Group entered into purchase and sale agreements to acquire two properties adjacent to each other in New York, at a total cash consideration of US$53.0 million. Such properties are located at Sixth Avenue of Manhattan, one of the busiest retail districts in New York with tremendous foot traffic and good connection to other areas through various metro lines and trains, and in the prospect of offering an attractive upside potential in the medium term. The deal is expected to be closed during the first half of 2017.

In October 2016, our Group acquired a class A office property located in Durham, North Carolina, the U.S., an upswing and strong performance market especially in the research field, at the cash consideration of US$17.2 million. In view of strong fundamentals and value-enhancement potential of the property, and with the professional management of GR Realty, we expect such property will generate stable recurring rental income and provide capital appreciation potential in the medium to long term.

OPTIMISATION OF RESOURCE ALLOCATION

In the view that the operation of the PRC fund platform - SPRE Fund will continue to be challenging with its real estate development projects mainly in second and third tier cities in Mainland China, and in order to optimise the cash and human resources allocation to overseas opportunities with higher expected return, our Group disposed of all its joint venture interest in the SPRE Fund for a consideration of RMB970.0 million in June 2016, with a slight disposal loss to the Group.

FINANCIAL REVIEW Revenue

During 2016, our Group recorded a significant increase in revenue to approximately HK$83.1 million, when compared to approximately HK$22.6 million in 2015. Significant increase in revenue was mainly due to the increase in dividend income by approximately HK$58.5 million, owing to the harvest of two of the real estate funds we have invested, with approximately HK$35.8 million from Neutron Private Equity Fund Limited ("Neutron PE"), representing a yield of around 7% and approximately HK$23.3 million from Prosperity Risk Balanced Fund LP ("PRB Fund"), representing a yield of around 5%.

The following table sets forth our Group's revenue breakdown for 2016 and 2015:

2016

HKD'000

2015

HKD'000

Rental revenue

21,678

18,204

Dividend income

61,419

2,870

Management fee income

-

1,559

83,097

22,633

Other Income

Other income for the Year increased significantly from approximately HK$15.8 million to approximately HK$44.0 million, mainly as a result of increase in loan interest income by approximately HK$25.2 million, which was mainly due to the fact that our Group has provided loans to GR Realty during the second half of 2015 and first half of 2016, thus with full year of interest income recognised in 2016.

Changes in fair value of financial instruments held for trading

A gain arising from changes in fair value of financial instruments held for trading of approximately HK$6.0 million was recorded, due to our prudent investment strategy despite volatile global capital market in the Year (2015: a loss of approximately HK$40.1 million).

Earlier from Gemini Investments (holdings)

All Gemini Investments (holdings) news releases