Financial Performance - For the six months ended June 30, 2025, the company reported operating revenue of approximately RMB 689.83 million, a decrease from RMB 799.36 million in the same period of 2024, representing a decline of about 13.7%[3] - The company reported a net loss for the period of RMB 90.60 million, compared to a net loss of RMB 109.17 million in the same period of 2024[5] - The net loss attributable to shareholders of the parent company for the period was approximately RMB 91.58 million, compared to a net loss of RMB 107.55 million in the same period of 2024[4] - The company's operating revenue for the six months ended June 30, 2025, was RMB 689,825,000, a decrease of 13.7% compared to RMB 799,362,000 for the same period in 2024[20] - Rental income for the first half of 2025 was RMB 688,027,000, down from RMB 796,017,000 in 2024, reflecting a decline of 13.6%[20] - Gross profit for the current period was approximately RMB 549 million, down about 15.3% from RMB 648 million in the same period of 2024[46] - The gross profit margin for the current period was approximately 80%, compared to 81% in the same period of 2024[47] Assets and Liabilities - The total assets of the company as of June 30, 2025, were RMB 68.09 billion, slightly down from RMB 68.13 billion as of December 31, 2024[6] - The total liabilities of the company were RMB 31.13 billion as of June 30, 2025, compared to RMB 31.06 billion as of December 31, 2024[8] - The company's cash and cash equivalents as of June 30, 2025, were RMB 490.83 million, down from RMB 589.62 million as of December 31, 2024[9] - Total bank loans as of June 30, 2025, amounted to RMB 15,310,452,000, a decrease from RMB 15,555,736,000 as of December 31, 2024[28] - The total liabilities as of June 30, 2025, were RMB 3,302,739,000, compared to RMB 3,011,512,000 as of December 31, 2024, indicating an increase of 9.6%[30] - The group’s current liabilities exceeded its current assets by RMB 8.12 billion as of June 30, 2025, raising significant uncertainty regarding its ability to continue as a going concern[65] Tax and Financial Obligations - The company’s subsidiary, Beijing Wangjing Real Estate Co., received a tax payment notice for land appreciation tax amounting to RMB 1,733,334,000, with RMB 168,600,000 paid as of June 30, 2025, leaving an outstanding balance of RMB 2,434,498,000[10] - The potential tax delinquency could lead to a total of RMB 4,123,000,000 in bank loan principal being at risk of cross-default as of June 30, 2025[11] - The company has a potential cross-default on bank loans totaling RMB 4,123,000,000 due to overdue land value tax as of June 30, 2025[29] - The company has engaged in active communication with local tax authorities to develop feasible solutions for unpaid land appreciation tax and has sold some commercial properties to partially cover these taxes[12] - The company has signed supplemental agreements with major lenders to restructure repayment amounts for loans totaling RMB 4,580,000,000, ensuring no immediate repayment demands from lenders[14] Operational Insights - As of June 30, 2025, the average occupancy rate of the company's investment properties was approximately 80%[3] - SOHO China has maintained an overall occupancy rate of 80% through effective strategies such as renovation, price promotions, and service enhancements, despite the ongoing market adjustments[33] - In the first half of 2025, SOHO China successfully attracted high-quality clients, including Hong Kong University and the social platform Xiaohongshu, which contributed to an increase in overall occupancy rates[34] - The office market is expected to face both opportunities and challenges in the second half of 2025, with ongoing pressure on rental prices but potential recovery driven by policy support and the rise of emerging industries[36] Sustainability and Development - The company has implemented sustainable development initiatives, achieving a 21% energy savings rate across 24 managed properties, resulting in a reduction of 32,000 tons of carbon emissions[35] - In June 2025, 24 projects under SOHO China received WELL HSR health and safety certification, covering 98.4% of the managed area, demonstrating the company's commitment to creating healthy and safe office environments[36] Corporate Governance - The board decided not to declare an interim dividend for the current period, consistent with the previous year[57] - The executive directors include Mr. Pan Shiyi, Ms. Pan Zhangxin, Ms. Xu Jin, and Mr. Qian Ting[66] - The independent non-executive directors include Mr. Huang Jingsheng, Mr. Xiong Minghua, and Mr. Zhang Minggeng[66] - The board of directors is led by Chairman Xu Jin[66] - The announcement reflects the company's ongoing transparency and communication with stakeholders[66] - The financial performance details will be elaborated in the full report available on the respective websites[66] - The company aims to provide strategic insights for investment and corporate decision-making[66] - The focus is on market trends and future outlook in the upcoming detailed report[66]

Core Viewpoint - SOHO China (00410.HK) announced that its board meeting will be held on August 28, 2025, to approve the interim results for the six months ending June 30, 2025, and to consider and approve dividend proposals [1] Group 1 - The board meeting is scheduled for August 28, 2025 [1] - The meeting will focus on approving the interim performance of the company and its subsidiaries for the six months ending June 30, 2025 [1] - The board will also consider and approve dividend proposals, declaration, and distribution if applicable [1]

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，概不對因本公告全部 或任何部份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。 SOHO CHINA LIMITED SOHO中國有限公司 （於開曼群島註冊成立的有限公司） （股份代號：410） 董事會會議通告 SOHO中 國 有 限 公 司（「本公司」）董 事 會（「董事會」）謹 此 宣 佈，董 事 會 會 議 將 於 2025年8月28日（星 期 四）舉 行，藉 以（其 中 包 括）批 准 本 公 司 及 其 附 屬 公 司 截 至 2025年6月30日 止 六 個 月 之 中 期 業 績 及 其 發 佈，並 考 慮 及 批 准 股 息 之 建 議、宣 派 及 派 發（如 有）。 承董事會命 SOHO中國有限公司 徐 晉 主 席 香港，2025年8月18日 於本公告日期，本公司之執行董事為潘石屹先生、潘張欣女士、徐晉女士及錢霆 先生；及本公司之獨立非執行董事為黃晶生先生、熊明華先生及張民耕先生。 ...

FF301 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7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: SOHO 中國有限公司 (於開曼群島註冊成立的有限公司) 呈交日期: 2025年8月6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) | 00410 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 7,500,000,000 | HKD | | 0.02 | HKD | | 150,000,000 | | 增加 / 減少 (-) | | | 0 | | | | HKD | | | | 本月底結存 | | | 7,500,000,000 | HKD | | 0.02 | HKD ...

Core Viewpoint - Blackstone Group has officially terminated its acquisition offer for SOHO China, marking the second failed attempt since March 2020, indicating ongoing challenges for SOHO China's privatization efforts [1][2][7]. Acquisition Attempt Summary - The termination of the acquisition was due to insufficient progress in meeting the preconditions required for the offer, leading all parties to agree that the conditions could not be satisfied by the deadline [2][7]. - This is not the first failed acquisition attempt by Blackstone; a previous offer in March 2020 also ended without success due to a lack of consensus [2][3]. Financial Details - Blackstone's latest offer was to acquire 91% of SOHO China at a price of HKD 5 per share, totaling approximately HKD 236.58 billion (around USD 30.48 billion) [4]. - Following the completion of the transaction, the founders of SOHO China, Pan Shiyi and Zhang Xin, would cash out approximately HKD 142.81 billion (around RMB 11.8 billion) while retaining only 9% of the company's shares [5]. Company Background and Performance - SOHO China, founded in 1995 by Pan Shiyi and Zhang Xin, specializes in high-end commercial real estate development in major cities like Beijing and Shanghai [9]. - The company has faced declining revenues and profits since shifting its business model from "development and sales" to "development and holding" in 2012, with net profits dropping significantly from 2018 to 2020 [9][10]. - As of the latest financial report, SOHO China reported a revenue of HKD 8.05 billion for the first half of 2021, a 45% decrease year-on-year, while net profit showed a 67% increase to HKD 3.4 billion [11]. Market Conditions and Future Outlook - The current market conditions, including rising vacancy rates and declining rental prices for prime office spaces in first-tier cities, pose significant challenges for SOHO China's future profitability [10]. - Analysts suggest that the decision to sell assets may be a strategic move in light of the tough regulatory environment and the company's ongoing financial struggles [10].

Core Viewpoint - SOHO China has announced a voluntary conditional cash offer from Two Cities Master Holdings II Limited, represented by Goldman Sachs, to acquire all issued shares at HKD 5.00 per share, representing a premium of approximately 31.6% over the closing price of HKD 3.80 on June 11 [1] Group 1: Offer Details - The offer is conditional upon the fulfillment or waiver of certain preconditions [1] - The offer price of HKD 5.00 per share reflects a significant premium, indicating a strategic interest in acquiring SOHO China [1] Group 2: Offeror Background - The offeror, Two Cities Master Holdings II Limited, is a limited liability company registered in the Cayman Islands as of March 12, 2020, and is wholly owned by Two Cities Master Holdings I Limited [2] - Two Cities Master Holdings I Limited is also a Cayman Islands registered company, with its shares held by various funds managed by Blackstone [2][3] Group 3: Blackstone's Investment Strategy - Blackstone Real Estate Partners Asia II L.P. and Blackstone Real Estate Partners (Offshore) IX L.P. are the main participating funds, with committed capital of approximately USD 7 billion and USD 20 billion, respectively [3] - Blackstone Group Inc. has been a significant investor in China's real estate market since 2008, currently owning about 6 million square meters of property in China [4] Group 4: Future Plans - The offeror plans to maintain the existing business and management of SOHO China while exploring expansion opportunities in China [5] - A detailed strategic review will be conducted post-offer to develop future business plans and optimize the asset portfolio [5] - The company’s shares are set to resume trading on June 17, 2021 [5]

Financial Performance - The company's operating revenue for the year was approximately RMB 1.54 billion, a decrease of about 8% compared to RMB 1.68 billion in 2023 [25]. - Gross profit for the year was approximately RMB 1.28 billion, down about 7% from RMB 1.38 billion in 2023 [26]. - Total revenue for 2024 was RMB 1,540,432 thousand, a decrease of 8.25% from RMB 1,678,546 thousand in 2023 [170]. - Gross profit for 2024 was RMB 1,280,395 thousand, down from RMB 1,378,692 thousand in 2023, reflecting a decline of 7.13% [170]. - Operating profit decreased to RMB 779,141 thousand in 2024 from RMB 812,761 thousand in 2023, a reduction of 4.12% [170]. - The company reported a net loss of RMB 117,684 thousand for 2024, compared to a net loss of RMB 180,072 thousand in 2023, indicating an improvement of 34.67% [170]. - Total comprehensive loss for the year amounted to RMB 126,952,000, down from RMB 173,497,000 in the previous year, reflecting a 26.8% improvement [172]. Assets and Liabilities - As of December 31, 2024, the total non-current assets amounted to RMB 65,148,362, a slight decrease from RMB 65,536,289 in 2023, representing a decline of approximately 0.6% [45]. - Current assets decreased to RMB 2,983,114 in 2024 from RMB 3,081,267 in 2023, reflecting a reduction of about 3.2% [45]. - Current liabilities increased to RMB 10,937,604 in 2024, up from RMB 10,451,535 in 2023, indicating an increase of approximately 4.6% [45]. - Total liabilities decreased to RMB 31,063,404,000 in 2024 from RMB 31,422,532,000 in 2023, a reduction of 1.1% [174]. - The group's current liabilities exceeded current assets by RMB 7,954 million, indicating significant uncertainty regarding the group's ability to continue as a going concern [133]. - The group's bank and other borrowings total RMB 15,556 million as of December 31, 2024, contributing to the concerns about financial stability [133]. Shareholder Information - The board of directors decided not to declare a final dividend for the year, consistent with the previous year [38]. - The company has issued a total of 5,199,524,031 shares as of December 31, 2024, unchanged from the previous year [47]. - Pan Shiyi holds 3,324,100,000 shares, representing 63.93% of the company's equity [71]. - Pan Zhangxin also holds 3,324,100,000 shares, equivalent to 63.93% of the company's equity [71]. - Boyce Limited and Capevale BVI each hold 1,662,050,000 shares, accounting for 31.97% of the company's equity [77]. Management and Governance - The board consists of seven directors, including four executive directors and three independent non-executive directors as of December 31, 2024 [103]. - The company has appointed two female directors out of a total of seven on the board as of December 31, 2024, and is committed to improving gender diversity when suitable candidates are identified [126]. - The company emphasizes the importance of board member diversity as a key element in achieving business and strategic goals [126]. - The company has implemented policies to avoid potential conflicts of interest, requiring directors to abstain from voting on transactions where they have a significant interest [108]. - The company has arranged appropriate liability insurance for directors and senior management against potential legal actions [85]. Risk Management and Compliance - The group has established compliance procedures to ensure adherence to applicable laws and regulations in China [96]. - The audit committee is responsible for reviewing the financial statements and the effectiveness of the company's risk management and internal control systems [115]. - The internal audit department adopts a risk-based audit approach, reporting regularly to the audit committee on the effectiveness of internal controls [138]. - The group has implemented multiple policies to assess and enhance the effectiveness of its risk management and internal control systems, with annual verification by management [140]. - The audit committee has established a reporting policy allowing employees, customers, and suppliers to report any actual or suspected misconduct, ensuring effective investigation and resolution [142]. Training and Development - SOHO China organized over 2,200 training sessions in 2024, with a total participation of 35,000 individuals, emphasizing the importance of learning and development [10]. Property and Rental Information - The total gross floor area of Wangjing SOHO is approximately 522,272 square meters, with a rentable area of about 133,766 square meters [12]. - Guanghua Road SOHO II has a total gross floor area of approximately 117,179 square meters, with a rentable area of about 94,279 square meters [13]. - The Qianmen Street project aims to develop a tourist attraction with a rentable area of approximately 51,889 square meters [15]. - Lize SOHO has a total gross floor area of approximately 156,485 square meters, with a total rentable area of about 135,637 square meters [16]. - The total gross floor area of SOHO Fuxing Plaza is approximately 124,068 square meters, with a rentable area of about 88,234 square meters [17]. - The total rentable area of Waibaidu SOHO is approximately 72,006 square meters, including 50,347 square meters of office space [18]. - SOHO Tianshan Plaza has a total gross floor area of approximately 155,827 square meters, with a total rentable area of about 97,751 square meters [21]. Financial Outlook and Concerns - The group is actively communicating with local tax authorities to establish feasible solutions for unpaid land appreciation tax and related penalties [190]. - The group plans to implement measures to control administrative costs and save capital expenditures to enhance operating cash flow [195]. - The board believes that the group will have sufficient operating funds to meet its financial obligations for at least the next 12 months [193].

Core Viewpoint - The office leasing market remains highly competitive, with SOHO China experiencing a decline in revenue and net profit due to rising vacancy rates and falling rental prices in major cities [2][3]. Financial Performance - SOHO China reported a revenue of approximately 1.54 billion yuan, a year-on-year decrease of about 8% [2]. - The net profit attributable to shareholders was approximately 278 million yuan, while the company faced a net loss of about 113 million yuan [2]. - The gross profit margin for the property leasing business was 83%, with an annual gross profit of approximately 1.28 billion yuan [3]. Market Conditions - The leasing market is characterized by a strategy of "price for volume," leading to continuous rental declines [2]. - Vacancy rates for Grade A office spaces in Beijing and Shanghai have reached recent highs, intensifying market competition [2]. Rental Strategy - SOHO China adjusted its leasing policies starting from the third quarter, aiming to stabilize the occupancy rate at 78% by the end of 2024 [2]. - The average occupancy rate was approximately 76% in mid-2024, with specific projects showing lower rates, such as 54% and 57% for certain Beijing properties [2]. Tax and Debt Issues - SOHO China is facing significant tax liabilities, including an unpaid land value-added tax of 2.305 billion yuan and related penalties [3][4]. - The company has a total bank loan of approximately 15.556 billion yuan, with 4.144 billion yuan in cross-defaults due to tax issues [4]. - The company has entered into supplementary agreements with lenders to modify repayment plans, reducing the principal repayment requirement to 1.25 billion yuan by the end of 2025 [4]. Liquidity and Future Outlook - SOHO China is actively communicating with tax authorities to resolve tax issues and is selling commercial properties to pay part of the land value-added tax [5]. - The company forecasts sufficient operating funds for the next year, assuming successful refinancing of bank loans [5].

Financial Performance - For the fiscal year ending December 31, 2024, the group achieved operating revenue of approximately RMB 1.54 billion, a decrease from RMB 1.68 billion in the previous year, representing a decline of about 8.3%[3] - The company reported a total comprehensive loss of RMB 126.95 million for the year, compared to a loss of RMB 173.50 million in the previous year[5] - The basic net profit attributable to shareholders of the parent company was approximately RMB 278 million, excluding changes in investment property valuation and one-off tax expenses, while the net loss attributable to shareholders was approximately RMB 113 million[3] - Rental income for 2024 was RMB 1,534,716 thousand, a decrease of 8.2% from RMB 1,671,863 thousand in 2023[28] - Revenue from property sales in 2024 was RMB 5,716 thousand, down from RMB 6,683 thousand in 2023, resulting in total revenue of RMB 1,540,432 thousand for 2024 compared to RMB 1,678,546 thousand in 2023, reflecting a decline of 8.2%[28] - The gross profit for the year was approximately RMB 1.28 billion, down about 7% from RMB 1.38 billion in 2023[56] - The property leasing business gross profit margin was approximately 83%, slightly down from 82% in 2023[57] Assets and Liabilities - Total assets as of December 31, 2024, amounted to RMB 68.13 billion, a slight decrease from RMB 68.62 billion in the previous year[7] - Total liabilities decreased to RMB 31.06 billion from RMB 31.42 billion year-over-year[9] - Non-current assets, primarily investment properties, were valued at RMB 63.08 billion, down from RMB 63.42 billion in the previous year[7] - As of December 31, 2024, the group's current liabilities exceeded current assets by RMB 7,954,490,000[11] - The total bank and other borrowings amounted to RMB 15,555,736,000, with a current portion of RMB 5,732,567,000[11] - The total accounts payable increased from RMB 2,973,786,000 in 2023 to RMB 3,011,512,000 in 2024, reflecting an increase of approximately 1.3%[41] - The total bank loans decreased from RMB 10,246,278,000 in 2023 to RMB 10,026,228,000 in 2024, a reduction of approximately 2.1%[38] Tax and Financial Management - The group has unpaid land appreciation tax and related penalties totaling RMB 2,305,263,000 as of December 31, 2024[12] - The group has made partial payments of land appreciation tax amounting to RMB 155,600,000 as of December 31, 2024[14] - Current income tax for 2024 included RMB 54,008 thousand for corporate income tax and RMB 55,869 thousand for land value increment tax, totaling RMB 179,996 thousand, a decrease from RMB 226,279 thousand in 2023[31] - Deferred income tax expenses decreased to RMB 70,119 thousand in 2024 from RMB 135,496 thousand in 2023, reflecting a reduction of 48.3%[31] - The group is actively communicating with local tax authorities to resolve unpaid land appreciation tax issues and has sold some commercial properties to pay part of the tax[14] Operational Efficiency - The average occupancy rate of investment properties stabilized at approximately 78% by year-end, indicating a recovery from previous lows[3] - The company maintained a stable operating profit of RMB 779.14 million, compared to RMB 812.76 million in the previous year[4] - The management is taking measures to control costs and save capital expenditures to improve operating cash flow[14] - The average financing cost remained low at approximately 4.3%, down from 4.7% in 2023[63] Employee and Corporate Governance - As of December 31, 2024, the company had a total of 1,650 employees, including 1,467 in property management[66] - The company has adhered to the corporate governance code throughout the year, as confirmed by the board of directors[74] - The audit committee reviewed the consolidated financial results for the year ended December 31, 2024, and confirmed compliance with applicable accounting standards[75] Future Outlook - The board believes that the group will have sufficient operating funds to meet its financial obligations over the next 12 months[15] - The company expects no significant impact on its consolidated financial statements from the newly issued and revised Hong Kong Financial Reporting Standards[24] - The company has not reclassified its liabilities based on the application of the revised standards effective from January 1, 2024[21] - There were no significant post-reporting period events that would impact the group[72]

[Company Overview and Core Findings](index=2&type=section&id=report_summary) [Performance Summary and Key Findings](index=2&type=section&id=summary_and_findings) SOHO China's H1 2024 report reveals a net loss of 108 million yuan, a 2.7% revenue decline to 799 million yuan, and a 9.923 billion yuan net current liability, with the auditor issuing an "Emphasis of Matter" due to a 4.187 billion yuan cross-default risk from Land Appreciation Tax arrears Key Financial Performance Summary | Metric | H1 2024 (hundred million yuan) | H1 2023 (hundred million yuan) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 7.99 | 8.22 | -2.7% | | Gross Profit | 6.48 | 6.78 | -4.4% | | Net Profit Attributable to Owners of the Parent | -1.08 | 0.14 | Turned to Loss | | Loss Per Share | -0.02 yuan | 0.00 yuan | - | - The auditor issued an "Emphasis of Matter," highlighting that as of June 30, 2024, the Group's current liabilities exceeded current assets by **9.923 billion yuan**, indicating significant uncertainty regarding its going concern ability[47](index=47&type=chunk) - Due to a subsidiary's arrears in Land Appreciation Tax and late payment surcharges, a total of **4.187 billion yuan** in bank loan principal is at risk of cross-default and has been reclassified as current liabilities[57](index=57&type=chunk)[58](index=58&type=chunk)[91](index=91&type=chunk) [Business Review and Market Outlook](index=3&type=section&id=Business%20Review%20and%20Market%20Outlook) [Market Review and Outlook](index=3&type=section&id=Market%20Review%20and%20Outlook) In H1 2024, China's office leasing market experienced weak demand and a "price-for-volume" strategy, with significant new supply expected in H2 for Beijing and Shanghai, while SOHO China plans to deepen cost control, implement customized fit-out deliveries, and advance ESG initiatives including SBTi validation - The office leasing market experienced weak demand and declining rental levels, with a widespread "price-for-volume" strategy adopted to maintain activity[5](index=5&type=chunk) - Beijing and Shanghai are projected to add approximately **425,000** and **709,000 square meters** of Grade A office supply respectively in H2, indicating continued market pressure[5](index=5&type=chunk) - The company actively advanced its ESG strategy, achieving a **20% reduction** in total energy consumption across 24 managed projects compared to national standards, resulting in **31,000 tons** of carbon emission reduction, and obtaining SBTi validation for its science-based targets[6](index=6&type=chunk) [Leasing Property Portfolio](index=5&type=section&id=Leasing%20Property%20Portfolio) As of June 30, 2024, the Group's key investment property portfolio showed mixed occupancy rates, with most projects experiencing declines compared to end-2023, including a 4% drop for Bund SOHO Shanghai and 3% for Wangjing SOHO Beijing, while only Lize SOHO Beijing and Gubei SOHO Shanghai saw slight increases Key Investment Property Portfolio Performance | Project | H1 2024 Rental Income (RMB thousand) | Occupancy Rate as of June 30, 2024 | Occupancy Rate as of December 31, 2023 | | :--- | :--- | :--- | :--- | | **Beijing** | | | | | Qianmen Avenue Project | 48,118 | 63% | 67% | | Wangjing SOHO | 99,084 | 57% | 60% | | Guanghualu SOHO II | 96,346 | 83% | 85% | | Lize SOHO | 87,491 | 89% | 88% | | Galaxy SOHO & Chaoyangmen SOHO | 23,379 | 54% | 56% | | **Shanghai** | | | | | SOHO Fuxing Plaza | 111,129 | 85% | 87% | | Bund SOHO | 93,903 | 80% | 84% | | SOHO Tianshan Plaza | 85,205 | 79% | 79% | | Gubei SOHO | 120,691 | 91% | 89% | [Key Projects](index=6&type=section&id=Key%20Projects) The company holds a portfolio of landmark commercial real estate projects in core areas of Beijing and Shanghai, including Wangjing SOHO, Guanghualu SOHO II, Qianmen Avenue Project, and Lize SOHO in Beijing, and SOHO Fuxing Plaza, Bund SOHO, SOHO Tianshan Plaza, and Gubei SOHO in Shanghai, which collectively form the company's primary rental income sources - The Beijing project portfolio includes properties located in core areas such as Wangjing, CBD, Qianmen, and Lize Financial Business District[10](index=10&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk) - The Shanghai project portfolio includes properties located in core business districts such as Huaihai Middle Road, The Bund, and Hongqiao Foreign Trade Center[14](index=14&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk) [Management Discussion and Analysis](index=13&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Review](index=13&type=section&id=Financial%20Review) In H1 2024, influenced by weak leasing market demand, the Group's operating revenue decreased by 2.7% to 799 million yuan, gross profit declined by 4.39% to 648 million yuan, and gross margin slightly decreased from 83% to 82%, while administrative expenses decreased, but income tax expense increased by 37.4% to 125 million yuan Key Financial Performance Indicators | Financial Metric | H1 2024 (RMB hundred million) | H1 2023 (RMB hundred million) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 7.99 | 8.22 | -2.70% | | Gross Profit | 6.48 | 6.78 | -4.39% | | Leasing Business Gross Margin | 82% | 83% | -1 ppt | | Administrative Expenses | 0.50 | 0.66 | -24.2% | | Finance Costs | 3.67 | 3.87 | -5.2% | | Income Tax Expense | 1.25 | 0.91 | +37.4% | [Liquidity and Capital Resources](index=14&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2024, the Group's total borrowings were 15.691 billion yuan, with 7.749 billion yuan due within one year, while the net gearing ratio remained at 41%, average financing cost decreased from 4.7% to 4.5%, and foreign currency debt remained low, indicating manageable exchange rate risk - Total borrowings amounted to approximately **15.691 billion yuan**, with approximately **7.749 billion yuan** (**49.4%**) repayable within one year[21](index=21&type=chunk) - The net gearing ratio was approximately **41%**, consistent with the end of 2023[21](index=21&type=chunk) - The average financing cost decreased from **4.7%** at the end of 2023 to **4.5%**[22](index=22&type=chunk) [Other Information](index=15&type=section&id=Other%20Information) [Dividends and Share Capital](index=15&type=section&id=Dividends%20and%20Share%20Capital) The Board resolved not to declare an interim dividend for 2024, consistent with H1 2023, and as of June 30, 2024, the company's total shares in issue remained unchanged at 5,199,524,031 shares - The Board resolved not to declare an interim dividend for 2024[27](index=27&type=chunk) [Directors' and Major Shareholders' Interests](index=15&type=section&id=Directors'%20and%20Major%20Shareholders'%20Interests) As of June 30, 2024, Mr. Pan Shiyi and Ms. Pan Zhangxin jointly held approximately 63.93% of the company's shares through trusts and holding companies, remaining the ultimate controlling shareholders, with the ownership structure remaining stable Major Shareholders' Interests | Shareholder | Capacity | Number of Shares Held (L) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Pan Shiyi | Director/Controlling Shareholder | 3,324,100,000 | 63.9309% | | Pan Zhangxin | Director/Controlling Shareholder | 3,324,100,000 | 63.9309% | [Corporate Governance](index=18&type=section&id=Corporate%20Governance) The company complied with the Corporate Governance Code under the Listing Rules during the reporting period, with a Board comprising four executive and three independent non-executive directors responsible for leadership and oversight, and liability insurance purchased for directors and officers, while the interim results were unaudited but reviewed by PricewaterhouseCoopers - The company has consistently complied with the code provisions of the Corporate Governance Code during the period[38](index=38&type=chunk) - The interim results were unaudited but reviewed by PricewaterhouseCoopers, the auditor, and also reviewed by the company's Audit Committee[40](index=40&type=chunk) [Unaudited Interim Financial Report](index=21&type=section&id=Unaudited%20Interim%20Financial%20Report) [Auditor's Review Report](index=22&type=section&id=Auditor's%20Review%20Report) PricewaterhouseCoopers issued a review report on the interim financial information, including an "Emphasis of Matter" paragraph highlighting that as of June 30, 2024, the Group's current liabilities exceeded current assets by 9.923 billion yuan, indicating significant uncertainty regarding its going concern ability, without modifying the auditor's conclusion - The auditor included an "Emphasis of Matter" in the review report, pointing out significant uncertainties that may cast substantial doubt on the Group's ability to continue as a going concern[47](index=47&type=chunk) - The core content of the Emphasis of Matter is that as of June 30, 2024, the Group's current liabilities exceeded its current assets by **9.923 billion yuan**[47](index=47&type=chunk) [Key Financial Statements Summary](index=24&type=section&id=Key%20Financial%20Statements) The financial statements show the company shifted from profit to a net loss of 109 million yuan in H1 2024, with total assets and equity slightly decreasing, while current liabilities significantly increased, resulting in a net current liability of 9.923 billion yuan, and net cash flow from operating activities decreased by 67% to 110 million yuan Statement of Profit or Loss Summary | Statement of Profit or Loss Summary (RMB thousand) | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Operating Revenue | 799,362 | 821,503 | | Operating Profit | 380,332 | 490,220 | | Net (Loss)/Profit for the Period | (109,169) | 14,700 | Statement of Financial Position Summary | Statement of Financial Position Summary (RMB thousand) | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Total Assets | 68,191,601 | 68,617,556 | | Total Liabilities | 31,120,093 | 31,422,532 | | **Total Current Assets** | **3,017,847** | **3,081,267** | | **Total Current Liabilities** | **12,941,140** | **10,451,535** | | Total Equity | 37,071,508 | 37,195,024 | - Net cash flow from operating activities was **110 million yuan**, a significant **67% decrease** from **334 million yuan** in the prior year period[54](index=54&type=chunk) [Notes to the Financial Statements (Selected)](index=31&type=section&id=Notes%20to%20the%20Financial%20Statements) The financial notes detail key matters significantly impacting the company's financial position, with Note 2 re-emphasizing going concern uncertainties, including 9.923 billion yuan in net current liabilities and 4.187 billion yuan in cross-default risk from Land Appreciation Tax arrears, while Note 15 details bank loans and cross-default amounts, and Note 18 discloses significant related party transactions and balances - Note 2 (Basis of preparation) indicates that due to arrears in Land Appreciation Tax and late payment surcharges, a total of **4.187 billion yuan** in bank loan principal may be subject to cross-default, and there is significant uncertainty regarding management's ability to successfully execute its response plan[57](index=57&type=chunk)[58](index=58&type=chunk)[60](index=60&type=chunk) - Note 11 (Investment properties) shows that the fair value of investment properties decreased by **88.09 million yuan** during the period[82](index=82&type=chunk) - Note 15 (Bank loans) reconfirms that due to Land Appreciation Tax arrears, a total of **4.187 billion yuan** in bank loan principal is at risk of cross-default and has been reclassified as current liabilities[91](index=91&type=chunk) - Note 18 (Related party transactions) discloses that as of the period end, amounts due to related parties (primarily advances from non-controlling shareholders) were **813 million yuan**, and amounts due from SOHO China Foundation were **24.74 million yuan**[96](index=96&type=chunk)[97](index=97&type=chunk)