香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公告全部或任何部分內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本公告僅供參考，並不構成收購、購買或認購本公司證券的邀請或要約，亦非在任何司 法管轄區招攬任何投票或批准。 本公告不得於任何會構成違反適用法律或法規的司法管轄區內全部或部分發佈、刊發或 派發。 JOY CITY PROPERTY LIMITED 大悅城地產有限公司 （ 於 百 慕 達 註 冊 成 立 之 有 限 公 司 ） （股份代號：207） 本公司獨家財務顧問 無利害關係股東之獨立財務顧問 新百利融資有限公司 — 1 — 茲提述(i)大悅城地產有限公司（「本公司」）於2025年7月31日發佈的公告，內容有關（其中 包括）根據公司法第99條以協議安排方式建議對本公司進行股份回購及建議撤銷本公司上 市地位（「該公告」）；及(ii)本公司於2025年8月21日發佈的公告，內容有關延遲寄發計劃文 件的最後日期（「延遲公告」）。除另有界定外，本公告所使用詞彙與該公告所界定者具有 相同涵義。 誠如延遲公告所披露 ...

Group 1 - The company *ST Xingguang (002076.SZ) has received a bid notification from its wholly-owned subsidiary Shenzhen Zhuoyu Automation Technology Co., Ltd. [1] - The project involves the procurement of preheating and pressing equipment for the production lines 7 and 8 at the Zhejiang Yixin New Energy Power Battery Production Base [1] - The total bid amount for the project is 29.36 million yuan [1]

Core Insights - The report indicates that high-end consumer spending is becoming more cautious, leading to a year-on-year decline in retail property revenues for most companies in the first half of 2025 [2][5]. Group 1: Retail Property Performance - Many companies reported a decline in retail property income for the first half of 2025 compared to the same period in 2024 [2]. - For instance, Hang Lung's overall retail income in mainland China was 2.412 billion yuan, remaining flat year-on-year, with an overall occupancy rate of 94% [5]. - Specific performance metrics include: - Shanghai Hang Lung Plaza: 0% change in income, 98% occupancy [7] - Shenyang City Government Hang Lung Plaza: 37% decline in income, 86% occupancy [7] - Wuxi Hang Lung Plaza: 8% increase in income, 96% occupancy [7]. Group 2: New Developments and Strategic Moves - Hang Lung signed a 20-year operating lease with Hangzhou Baida Group, adding approximately 42,000 square meters of retail space, a 40% increase [7]. - Swire Properties reported stable or increasing occupancy rates across its properties, with Beijing Sanlitun Taikoo Li and Guangzhou Taikoo Hui achieving 100% occupancy [8][9]. Group 3: Sales Performance and Strategic Adjustments - CapitaLand China Trust's nine retail properties generated 629 million yuan in revenue, a 4.46% decline, attributed to lower occupancy and rental levels in certain locations [10]. - Dalian Wanda's strategic move to privatize and repurchase shares for 2.932 billion Hong Kong dollars aims to optimize governance and improve profitability [10]. - The introduction of new stores, including international brands, reflects a trend towards personalized and experiential retail [11][13]. Group 4: Trends in Retail Formats - The report highlights a shift in outlet malls towards more flexible and experience-oriented models, moving away from traditional discount centers [14]. - New outlet projects, such as the Huipin Warehouse City Outlet in Shanghai, emphasize self-service shopping and diverse brand offerings [13].

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 大悅城地產有限公司 呈交日期: 2025年9月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00207 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 28,904,699,222 | HKD | | 0.1 | HKD | | 2,890,469,922.2 | | 增加 / 減少 (-) | | | 0 | | | | HKD | | 0 | | 本月底結存 | | | 28,904,699,222 | HKD | | 0.1 | HKD | | 2,890,469,922.2 ...

Core Viewpoint - *ST Xingguang (002076.SZ) announced the approval of equipment purchases by its subsidiaries to support production and business development needs [1] Group 1: Equipment Purchases - The wholly-owned subsidiary, Guangdong Zhongneng Semiconductor Technology Co., Ltd., plans to invest no more than 19 million yuan in purchasing LED packaging production line equipment and supporting facilities [1] - The controlling subsidiary, Guangdong Jinyuan Photovoltaic Technology Co., Ltd., intends to invest no more than 20 million yuan in acquiring photovoltaic module production line equipment and supporting facilities [1] - The specific transaction amounts will be determined based on project requirements and actual execution conditions [1]

Core Viewpoint - *ST Xingguang (002076.SZ) reported a significant increase in revenue for the first half of 2025, but faced a net loss attributed to shareholders [1] Financial Performance - The company achieved an operating revenue of 92.9634 million yuan, representing a year-on-year growth of 32.62% [1] - The net profit attributable to shareholders was -2.6609 million yuan [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was -8.4458 million yuan [1] - The basic earnings per share were -0.0024 yuan [1]

Core Viewpoint - The report indicates a decline in both revenue and profit for the company in the first half of 2025 compared to the previous year [1] Financial Performance - The company achieved a revenue of approximately 8.123 billion yuan in the first half of 2025, representing a year-on-year decrease of 5.8% [1] - The profit attributable to shareholders was 105 million yuan, which reflects a year-on-year decline of 26.6% [1]

Core Insights - The company reported a total revenue of RMB 8.1238 billion for the first half of 2025, representing a year-on-year decline of 5.8% [1] - The property development revenue was RMB 5.4808 billion, down 8.3% year-on-year, while the average settlement price increased by 33% to approximately RMB 30,614 per square meter [1] - The profit attributable to the company's owners was RMB 104.7 million, a decrease of 26.6% year-on-year; however, after excluding certain losses, the core net profit was approximately RMB 244.2 million, reflecting a year-on-year growth of 25.1% [1] - The company maintained a favorable relationship with banks, actively expanded financing channels, and optimized its financing structure, achieving an average financing cost of approximately 3.59%, which is relatively low in the industry [1]

Core Viewpoint - The company reported a decline in total revenue for the first half of 2025, with a focus on the challenges faced in property development and overall profitability [1] Financial Performance - Total revenue amounted to RMB 8.1238 billion, representing a year-on-year decrease of 5.8% [1] - Revenue from property development was RMB 5.4808 billion, down 8.3% year-on-year, while the average settlement price increased by 33% to approximately RMB 30,614 per square meter [1] - Profit attributable to the company’s owners was RMB 104.7 million, a decline of 26.6% year-on-year [1] - After excluding losses from investment property fair value and exchange rate losses totaling approximately RMB 139.5 million, the core net profit attributable to owners (non-HKFRS) was approximately RMB 244.2 million, reflecting a year-on-year increase of 25.1% [1] Financing Strategy - The company maintained good relationships with banks and actively expanded financing channels while optimizing its financing structure [1] - The average financing cost for the period was approximately 3.59%, which is considered low within the industry [1]

[Announcement Summary](index=1&type=section&id=%E6%91%98%E8%A6%81) The group's total revenue decreased by 5.8% in H1 2025, primarily due to lower property development income, while core net profit increased by 25.1% | Indicator | H1 2025 (RMB millions) | Year-on-Year Change | Remarks | | :--- | :--- | :--- | :--- | | Total Revenue | 8,123.8 | -5.8% | Decrease in property development income | | Property Development Income | 5,480.8 | -8.3% | Average settlement price increased by 33% | | Profit Attributable to Owners of the Company | 104.7 | -26.6% | | | Core Net Profit (Non-HKFRS) | 244.2 | +25.1% | Excludes fair value loss on investment properties and exchange losses | | Average Financing Cost | 3.59% | Remained low | | [Condensed Consolidated Financial Statements](index=2&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) This section presents the group's financial performance, comprehensive income, and financial position for the period [Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the group's revenue decreased year-on-year, but gross profit slightly increased, while profit for the period and profit attributable to owners both declined | Indicator | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 8,123,840 | 8,622,134 | -5.8% | | Cost of Sales and Services | (5,326,969) | (5,905,391) | -9.8% | | Gross Profit | 2,796,871 | 2,716,743 | +2.9% | | Other Income | 88,389 | 225,251 | -60.8% | | Fair Value Gains/(Losses) on Investment Properties | 4,694 | (52,356) | Shifted from loss to gain | | Finance Costs | (563,302) | (727,990) | -22.6% | | Profit Before Tax | 1,383,434 | 1,322,857 | +4.6% | | Profit for the Period | 671,859 | 758,723 | -11.4% | | Profit Attributable to Owners of the Company | 104,657 | 142,585 | -26.6% | | Basic Earnings Per Share | RMB 0.7 cents | RMB 0.9 cents | -22.2% | [Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) Total comprehensive income for the period significantly increased, mainly due to the reversal of exchange differences from loss to gain, positively impacting comprehensive income attributable to owners | Indicator | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Profit for the Period | 671,859 | 758,723 | -11.4% | | Exchange Differences on Translation | 91,193 | (54,371) | Shifted from loss to gain | | Other Comprehensive Income/(Expense) for the Period | 87,341 | (121,272) | Shifted from expense to income | | Total Comprehensive Income for the Period | 759,200 | 637,451 | +19.1% | | Total Comprehensive Income Attributable to Owners of the Company | 191,998 | 21,313 | +800.8% | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of June 30, 2025, the group's total assets and liabilities decreased, but net assets slightly increased, with stable net current assets and largely unchanged total equity | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 71,759,110 | 72,452,343 | -0.96% | | Current Assets | 58,311,493 | 62,772,180 | -7.11% | | Total Assets | 130,070,603 | 135,224,523 | -3.81% | | Current Liabilities | 34,133,437 | 37,687,814 | -9.43% | | Non-current Liabilities | 40,155,549 | 42,139,433 | -4.71% | | Net Assets | 55,781,617 | 55,397,276 | +0.69% | | Equity Attributable to Owners of the Company | 29,724,493 | 29,532,495 | +0.65% | | Total Equity | 55,781,617 | 55,397,276 | +0.69% | [Notes to the Condensed Consolidated Financial Statements](index=7&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) This section provides detailed notes on the group's general information, accounting policies, and specific financial items [General Information](index=7&type=section&id=%E4%B8%80%E8%88%AC%E8%B3%87%E6%96%99) Grandjoy Property Limited primarily engages in investment holding, property investment and development, and hotel operations, with COFCO Group as its ultimate controlling entity - The Company's principal business is investment holding, with its subsidiaries primarily engaged in investment holding, property investment and development, and hotel operations[12](index=12&type=chunk) - The Company's immediate holding company is Grandjoy Holdings Group Co., Ltd., and its ultimate holding company is COFCO Group[12](index=12&type=chunk) [Basis of Preparation](index=7&type=section&id=%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96) The condensed consolidated financial statements are prepared in accordance with HKAS 34 Interim Financial Reporting and should be read in conjunction with the annual financial statements - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Appendix D2 to the Listing Rules of the Stock Exchange[13](index=13&type=chunk) [Principal Accounting Policies](index=8&type=section&id=%E4%B8%BB%E8%A6%81%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) The condensed consolidated financial statements are prepared on a historical cost basis, with no significant impact from newly applied HKFRS amendments in the current period - The condensed consolidated financial statements are prepared on a historical cost basis, except for investment properties and certain financial instruments which are measured at fair value[14](index=14&type=chunk) - The revised Hong Kong Financial Reporting Standards accounting standards were first applied in this interim period, but they had no significant impact on financial performance and position[15](index=15&type=chunk) [Revenue and Segment Information](index=8&type=section&id=%E6%94%B6%E7%9B%8A%E5%8F%8A%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The group's total revenue decreased by 5.8% year-on-year, mainly due to lower settlement area in property development, while property investment and development remain the primary income sources - The Group's operating segments include property investment, property and land development, hotel operations, management output projects, and other services[16](index=16&type=chunk) | Segment | H1 2025 Revenue (RMB thousands) | H1 2024 Revenue (RMB thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Rental and Related Service Income from Investment Properties | 2,037,959 | 2,090,723 | -2.5% | | Sales of Properties Held for Sale | 5,480,798 | 5,975,356 | -8.3% | | Management Output Projects | 107,211 | 72,957 | +46.9% | | Hotel Operations | 466,160 | 467,518 | -0.3% | | Total Revenue | 8,123,840 | 8,622,134 | -5.8% | - Revenue from customer contracts primarily originates from mainland China, with a larger proportion recognized at a point in time[18](index=18&type=chunk)[19](index=19&type=chunk) [Other Income](index=14&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) Other income significantly decreased this period, primarily due to reduced bank interest income and government grants | Source | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Bank Interest Income | 50,269 | 117,679 | -57.3% | | Government Grants | 5,478 | 68,214 | -92.0% | | Total Other Income | 88,389 | 225,251 | -60.8% | [Other Gains and Losses, Net](index=14&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E7%9B%8A%E5%8F%8A%E8%99%A7%E6%90%8D%E6%B7%A8%E9%A1%8D) Other gains and losses, net, improved but still recorded a loss, mainly affected by impairment losses on properties held for sale and exchange losses | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Gains/(Losses) on Disposal of Property, Plant and Equipment | 2,700 | (79) | Shifted from loss to gain | | Impairment Loss on Properties Held for Sale | (135,896) | – | Newly recognized loss | | Impairment Loss on Properties Under Development for Sale | – | (191,998) | Loss decreased | | Net Exchange Losses | (59,559) | (1,145) | Loss widened | | Total Other Gains and Losses, Net | (181,692) | (194,630) | Loss narrowed | [Finance Costs](index=15&type=section&id=%E8%9E%8D%E8%B3%87%E6%88%90%E6%9C%AC) Finance costs significantly decreased this period, primarily due to reduced interest expenses on bank borrowings, joint ventures, and third-party loans, alongside increased capitalized interest on properties under development | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Interest on Bank Borrowings | 522,511 | 559,599 | -6.7% | | Interest on Loans from Joint Ventures | 33,154 | 106,512 | -68.9% | | Interest on Loans from Third Parties | 62,143 | 176,795 | -64.8% | | Total Interest Expense | 691,793 | 969,098 | -28.6% | | Less: Interest Capitalized on Properties Under Development for Sale | (128,491) | (235,645) | -45.5% | | Finance Costs | 563,302 | 727,990 | -22.6% | [Profit Before Tax](index=16&type=section&id=%E9%99%A4%E7%A8%85%E5%89%8D%E6%BA%A2%E5%88%A9) The group's profit before tax is presented after deducting total depreciation and amortization, and costs of sales and services, with cost of properties sold being the largest component | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Depreciation and Amortization | 128,579 | 130,948 | -1.8% | | Cost of Properties Sold | 4,502,249 | 5,076,074 | -11.3% | | Direct Operating Expenses from Investment Properties Generating Rental Income | 457,549 | 469,843 | -2.7% | | Total Cost of Sales and Services | 5,326,969 | 5,905,391 | -9.8% | [Income Tax Expense](index=17&type=section&id=%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF) Income tax expense significantly increased this period, mainly due to a substantial rise in China dividend withholding tax and under-provision for prior years | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | China Corporate Income Tax | 373,486 | 381,222 | -2.0% | | China Dividend Withholding Tax | 213,022 | – | Newly recognized | | Land Appreciation Tax | 101,154 | 97,287 | +4.0% | | Total Current Tax | 698,465 | 491,375 | +42.1% | | Under/(Over)-provision in Prior Years | 35,340 | (143,314) | Shifted from over-provision to under-provision | | Deferred Tax | (22,230) | 216,073 | Shifted from positive to negative | | Total Income Tax Expense | 711,575 | 564,134 | +26.1% | [Earnings Per Share](index=17&type=section&id=%E6%AF%8F%E8%82%A1%E7%9B%88%E5%88%A9) Basic earnings per share attributable to owners of the company was RMB 0.7 cents, a year-on-year decrease, with no diluted EPS presented due to the absence of potential ordinary shares | Indicator | H1 2025 | H1 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Profit for Calculating Basic Earnings Per Share (RMB thousands) | 104,657 | 142,585 | -26.6% | | Number of Shares for Calculating Basic Earnings Per Share (thousands of shares) | 15,326,426 | 15,326,426 | Unchanged | | Basic Earnings Per Share | RMB 0.7 cents | RMB 0.9 cents | -22.2% | - No diluted earnings per share is presented as there are no potential ordinary shares in issue[33](index=33&type=chunk) [Dividends](index=18&type=section&id=%E8%82%A1%E6%81%AF) The company has not proposed, paid, or declared any ordinary share dividends for the current or prior periods - The Company has not proposed, paid, or declared any ordinary share dividends for the current period or the prior period[34](index=34&type=chunk) [Trade and Other Receivables](index=18&type=section&id=%E6%87%89%E6%94%B6%E8%B3%A6%E6%AC%BE) As of June 30, 2025, total trade and other receivables decreased, with a reduction in credit loss provisions, and some receivables are pledged for bank financing | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Trade Receivables | 62,865 | 69,989 | -10.2% | | Receivables from Hotel Operations and Related Services | 16,495 | 14,045 | +17.4% | | Provision for Credit Losses | (14,223) | (23,081) | -38.4% | | Total Trade and Other Receivables | 71,108 | 81,630 | -12.9% | - Approximately **RMB 42,531,000** of trade and other receivables are pledged as collateral for certain bank financing granted to the Group[35](index=35&type=chunk) | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 3 months | 59,716 | 67,478 | | 3 months to 1 year | 7,078 | 6,952 | | 1 to 2 years | 3,085 | 5,383 | | 2 to 3 years | 1,229 | 1,817 | [Impairment Assessment of Financial Assets and Other Items](index=19&type=section&id=%E9%87%91%E8%9E%8D%E8%B3%87%E7%94%A2%E5%8F%8A%E5%85%B6%E4%BB%96%E9%A0%85%E7%9B%AE%E4%B9%8B%E6%B8%9B%E5%80%BC%E8%A9%95%E4%BC%B0) Total impairment losses recognized this period significantly decreased, mainly due to a reversal of impairment for trade receivables and a substantial reduction in impairment for amounts due from joint ventures | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Trade Receivables | (338) | 2,285 | Shifted from loss to gain | | Deposits and Other Receivables | 5,740 | (834) | Shifted from gain to loss | | Loans to Associates | 7,211 | 9,926 | -27.4% | | Amounts Due from Joint Ventures | 1,514 | 23,000 | -93.4% | | Total Impairment Losses Recognized | 17,733 | 37,775 | -53.1% | [Trade and Other Payables](index=20&type=section&id=%E6%87%89%E4%BB%98%E8%B3%87%E6%AC%BE) As of June 30, 2025, total trade and other payables decreased, primarily comprising construction costs for properties under development and other project-related expenses | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Trade Payables | 8,024 | 11,362 | -29.4% | | Accumulated Construction Expenses | 3,741,011 | 4,298,018 | -13.0% | | Total Trade and Other Payables | 3,749,035 | 4,309,380 | -13.0% | - The credit period for trade payables is generally **60 to 90 days**, with retention periods for some construction cost retention money extending up to two years[39](index=39&type=chunk) [Share Capital](index=20&type=section&id=%E8%82%A1%E6%9C%AC) The company's authorized and issued and fully paid share capital remained unchanged during the reporting period | Share Capital Type | Number of Shares | Amount (HKD thousands) | Amount (RMB thousands) | | :--- | :--- | :--- | :--- | | Authorized: Ordinary Shares of HKD 0.10 each | 28,904,699,222 | 2,890,470 | 2,293,502 | | Issued and Fully Paid: Ordinary Shares of HKD 0.10 each | 14,231,124,858 | 1,423,112 | 1,122,414 | [Events After the Reporting Period](index=21&type=section&id=%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) The Board resolved to propose a share repurchase via scheme of arrangement, involving the cancellation of 4,729,765,214 scheme shares for a maximum cash consideration of approximately HKD 2,932,454,433, with plans to delist the shares - The Board of Directors resolved to propose to the scheme shareholders a share repurchase by way of a scheme of arrangement under Section 99 of the Companies Act[42](index=42&type=chunk) - The proposal involves the cancellation of **4,729,765,214 scheme shares** in exchange for a cancellation price of **HKD 0.62 per scheme share**, with a maximum cash consideration of approximately **HKD 2,932,454,433**[42](index=42&type=chunk) - Upon the scheme becoming effective, the Company will immediately apply to the Stock Exchange for the withdrawal of the listing of its shares on the Stock Exchange[43](index=43&type=chunk) [Business Review](index=22&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) This section provides an overview of the market conditions and the group's performance across its various business segments [Market Review](index=22&type=section&id=%E5%B8%82%E5%A0%B4%E5%9B%9E%E9%A1%A7) In H1 2025, China's economy grew steadily, consumption rebounded, while the real estate market continued to bottom out with narrowing declines in sales and prices, and commercial property remained relatively stable - In H1 2025, China's GDP grew by **5.3%** year-on-year, and total retail sales of consumer goods increased by **5.0%** year-on-year[44](index=44&type=chunk) - The real estate industry continued to bottom out, with new commercial housing sales area decreasing by **3.5%** year-on-year and sales value decreasing by **5.5%** year-on-year, while the overall decline in housing prices narrowed[44](index=44&type=chunk) - The commercial property market remained relatively stable overall, with narrowing rental declines and increased turnover in some core business districts[45](index=45&type=chunk) [Investment Property Business Review](index=23&type=section&id=%E6%8A%95%E8%B3%87%E7%89%A9%E6%A5%AD%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) Investment property rental and related service income decreased by 2.5% year-on-year, mainly due to the prior period including Chengdu Grandjoy, with shopping center rental income declining but gross margin remaining stable | Indicator | H1 2025 (RMB millions) | H1 2024 (RMB millions) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Investment Property Rental and Related Service Income | 2,038.0 | 2,090.7 | -2.5% | | Investment Property Business Gross Margin | 78% | 78% | Unchanged | | Shopping Center Rental Income | 1,468.2 | - | -3% | | Shopping Center Average Occupancy Rate | 93% | - | -3 percentage points | | Office Building Rental Income | 166.9 | - | - | - The decrease in rental income was mainly due to the prior period including Chengdu Grandjoy, whose financial results were no longer consolidated into the Group's financial statements after September 10, 2024[47](index=47&type=chunk)[54](index=54&type=chunk) - Newly opened projects such as Xiamen, Sanya, and Nanchang Grandjoy City, which opened successively in H2 2024 and H1 2025, contributed to rental income[51](index=51&type=chunk) [Property Development Business Review](index=25&type=section&id=%E7%89%A9%E6%A5%AD%E9%96%8B%E7%99%BC%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) Property development revenue decreased by 8.3% year-on-year, with a 32% drop in delivered area but a 33% increase in average settlement price, while contract sales value and area significantly declined | Indicator | H1 2025 | H1 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue (RMB millions) | 5,480.8 | - | -8.3% | | Delivered Property Construction Settlement Area (square meters) | 175,101 | - | -32% | | Average Settlement Price (RMB/square meter) | 30,614 | - | +33% | | Property Development Business Settlement Gross Margin | 18% | - | +3 percentage points | | Contract Sales Value (RMB millions) | 2,748.9 | 14,756.1 | -81.4% | | Contract Sales Area (square meters) | 164,178.1 | 447,199.0 | -63.3% | | Average Sales Price (RMB/square meter) | 16,743.4 | - | -49.3% | - Facing adjustments in the real estate industry, the Group actively engaged in marketing collaborations to boost customer confidence and sales performance[55](index=55&type=chunk) [Hotel Operations Business Review](index=26&type=section&id=%E9%85%92%E5%BA%97%E7%B6%93%E7%87%9F%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The group's hotel operating revenue remained largely flat, but the average occupancy rate improved to 84% | Indicator | H1 2025 (RMB millions) | H1 2024 (RMB millions) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Hotel Operations Sales Revenue | 466.2 | 467.5 | -0.3% | | Hotel Average Occupancy Rate | 84% | 80% | +4 percentage points | | Hotel Project | H1 2025 Average Occupancy Rate (%) | H1 2024 Average Occupancy Rate (%) | | :--- | :--- | :--- | | St. Regis Sanya Yalong Bay Resort | 80 | 68 | | MGM Grand Sanya | 91 | 91 | | Waldorf Astoria Beijing | 70 | 70 | | Grandjoy Hotel Beijing | 85 | 76 | [Management Output Business Review](index=27&type=section&id=%E7%AE%A1%E7%90%86%E8%BC%B8%E5%87%BA%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) Management output project revenue significantly increased by 47% year-on-year, primarily driven by new management income from Huaxia Grandjoy Commercial REIT | Indicator | H1 2025 (RMB millions) | H1 2024 (RMB millions) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Management Output Project Revenue | 107.2 | 72.957 | +47% | - Revenue growth was primarily due to new management income from Huaxia Grandjoy Commercial REIT[60](index=60&type=chunk) [Financial Review](index=27&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) This section details the group's profit performance, liquidity, and financial position, highlighting changes in key financial metrics [Profit](index=27&type=section&id=%E6%BA%A2%E5%88%A9) The group's profit for the period decreased by 11.4% year-on-year, and profit attributable to owners decreased by 26.6%, mainly due to reduced share of profits from joint ventures, while core net profit (non-HKFRS) increased by 25.1% | Indicator | H1 2025 (RMB millions) | H1 2024 (RMB millions) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Group Profit | 671.9 | - | -11.4% | | Profit Attributable to Owners of the Company | 104.7 | 142.6 | -26.6% | | Post-tax Fair Value Loss on Investment Properties | (69.8) | (60.7) | Loss widened | | Net Exchange (Losses)/Gains | (69.7) | 8.1 | Shifted from gain to loss | | Core Net Profit Attributable to Owners of the Company (Non-HKFRS) | 244.2 | 195.2 | +25.1% | - The decrease in profit attributable to owners of the Company was mainly due to a reduction in the share of profits from joint ventures[61](index=61&type=chunk) [Liquidity and Financial Position](index=28&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81) Total assets and interest-bearing borrowings both decreased, the net debt to total equity ratio slightly declined, and the average financing cost remained low and further reduced, with ample bank credit lines | Indicator | June 30, 2025 (RMB millions) | December 31, 2024 (RMB millions) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 130,070.6 | 135,224.5 | -3.8% | | Cash and Cash Equivalents | 16,900.2 | 19,188.3 | -11.9% | | Total Interest-Bearing Borrowings | 42,000.3 | 44,172.7 | -4.9% | | Total Equity | 55,781.6 | 55,397.3 | +0.7% | | Current Ratio | 1.71 | 1.67 | +0.04 | | Net Debt to Total Equity Ratio | 45.0% | 45.1% | -0.1 percentage points | | Weighted Average Borrowing Cost | 3.59% | 4.10% | -0.51 percentage points | - Approximately **79%** of interest-bearing borrowings are denominated in RMB, with **21%** in HKD and USD[65](index=65&type=chunk) - The Group has obtained bank credit lines of **RMB 57,930 million**, of which approximately **RMB 37,027 million** has been utilized, indicating smooth financing channels[65](index=65&type=chunk) [Other Information](index=29&type=section&id=%E5%85%B6%E4%BB%96%E4%BF%A1%E6%81%AF) This section covers various corporate governance, human resources, and forward-looking aspects of the company [Employees and Remuneration Policy](index=29&type=section&id=%E5%83%B1%E5%93%A1%E5%92%8C%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) The group prioritizes talent development and incentives, establishing a diverse workforce and comprehensive training system, with 3,470 employees and competitive compensation and benefits - The Group has established core training programs such as "Core Team Training Camp" and "Golden Helmsman" to build a comprehensive talent development system[66](index=66&type=chunk) - As of the end of the review period, the Group had a total of **3,470 employees**[66](index=66&type=chunk) - The Group's employees participate in central retirement pension schemes and mandatory provident fund schemes, making contributions as required[67](index=67&type=chunk) [Future Outlook](index=30&type=section&id=%E6%9C%AA%E4%BE%86%E5%B1%95%E6%9C%9B) For H2 2025, the real estate market is expected to stabilize, and consumption will continue to recover, with the group focusing on its "Excellent Urban Operations and Better Living Service Provider" strategy to enhance brand influence and commercial competitiveness - In H2 2025, the real estate market is expected to gradually bottom out and stabilize, while the consumer market is anticipated to continue its recovery momentum[68](index=68&type=chunk) - The Group will adhere to its strategic positioning as an "Excellent Urban Operations and Better Living Service Provider," continuously strengthening its brand influence and commercial competitiveness[68](index=68&type=chunk) [Dividends](index=30&type=section&id=%E8%82%A1%E6%81%AF) The Board does not recommend paying an interim dividend for the six months ended June 30, 2025 - The Board does not recommend paying an interim dividend for the six months ended June 30, 2025[69](index=69&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=30&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B3%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B9%8B%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the six months ended June 30, 2025 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[70](index=70&type=chunk) [Corporate Governance Code](index=31&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%89%87) The company has applied the principles of the Corporate Governance Code and complied with all applicable code provisions, with a deviation regarding the Chairman and General Manager roles deemed reasonable by the Board - The Company has applied the principles of the Corporate Governance Code and complied with all applicable code provisions[71](index=71&type=chunk) - The arrangement of the Chairman also serving as General Manager deviates from code provision C.2.1, but the Board believes Mr. Yao Changlin's extensive experience and comprehensive understanding of the business make his dual role reasonable[72](index=72&type=chunk) - The Board comprises five non-executive directors and three independent non-executive directors, with the Audit Committee entirely composed of independent non-executive directors, to maintain a balanced governance structure[72](index=72&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors](index=31&type=section&id=%E9%81%B5%E5%AE%88%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E7%9A%84%E6%A8%99%E6%BA%96%E5%AE%88%E5%89%87) The company has adopted a code of conduct for directors' securities transactions, and all directors confirmed compliance during the reporting period - The Company has adopted a code of conduct for directors' securities transactions, and all directors have confirmed compliance with this code during the six months ended June 30, 2025[73](index=73&type=chunk) [Auditor's Review of Interim Results](index=32&type=section&id=%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%AF%A9%E9%96%B1%E4%B8%AD%E6%9C%9F%E6%A5%AD%E7%B8%BE) The unaudited condensed consolidated financial statements for the six months ended June 30, 2025, have been reviewed by the auditor, Shinewing (HK) CPA Limited, and by the Audit Committee and senior management - The Group's interim results have been reviewed by the auditor, Shinewing (HK) CPA Limited, in accordance with Hong Kong Standard on Review Engagements 2410[74](index=74&type=chunk) - The interim results have also been reviewed by the Audit Committee and the Company's senior management[74](index=74&type=chunk) [Events After the End of the Reporting Period](index=32&type=section&id=%E5%9B%9E%E9%A1%A7%E6%9C%9F%E7%B5%90%E6%9D%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) Other than the privatization proposal, no other significant events or transactions affecting the group occurred after June 30, 2025, up to the announcement date, requiring disclosure to shareholders - Except for the privatization proposal, no other significant events or transactions affecting the Group occurred after June 30, 2025, and up to the date of this announcement, requiring disclosure to the Company's shareholders[75](index=75&type=chunk) [Definitions](index=32&type=section&id=%E9%87%8B%E7%BE%A9) This section provides definitions for key terms and abbreviations used throughout the announcement, including "Directors," "Audit Committee," and "COFCO Group" - This section provides definitions for key terms and abbreviations used in the announcement, including "Directors," "Audit Committee," "COFCO Group," "the Company," and "Grandjoy Holdings Group"[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk)