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無發表聲明，並明確表示概不會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。 FULLSUN INTERNATIONAL HOLDINGS GROUP CO., LIMITED 福 晟 國 際 控 股 集 團 有 限 公 司 （於百慕達註冊成立的有限公司） （股份代號：00627） 截至2023年6月30日止六個月 中期業績公告 中期業績摘要 (未經審核) 截至6月30日止六個月 單位 2023年 2022年 變動 收入 人民幣百萬元 188.35 1,430.02 (87%) 毛損 人民幣百萬元 (127.01) (77.25) 64% 除稅前虧損 人民幣百萬元 (268.87) (176.40) 52% 期內虧損 人民幣百萬元 (277.37) (316.86) (12%) 每股基本虧損 人民幣分 (2.26) (2.68) (16%) ...

Lease Accounting - The Group has applied the practical expedient for COVID-19-related rent concessions, not assessing whether the change constitutes a lease modification if certain conditions are met[8]. - Rental income from operating leases is recognized on a straight-line basis over the lease term, with initial direct costs added to the carrying amount of the leased asset[9]. - Changes in lease contracts not part of the original terms are accounted for as lease modifications, including lease incentives through rental forgiveness or reduction[10]. - The Group remeasures lease liabilities based on the modified lease term and revised payments using a revised discount rate at the effective date of modification[5]. - The Group accounts for lease modifications as a new lease from the effective date, considering any prepaid or accrued payments as part of the new lease[11]. - The Group allocates consideration in modified contracts to each lease component based on relative stand-alone prices[6]. - The Group's financial statements reflect adjustments for forgiven or waived lease payments, recognized in profit or loss during the period of occurrence[10]. Financial Performance - The Group's rental income derived from ordinary business operations is presented as revenue[9]. - As of December 31, 2022, the Group's current assets were approximately RMB 7,616,001,000, a decrease from RMB 9,086,867,000 in 2021, while current liabilities were approximately RMB 7,916,622,000, down from RMB 8,698,668,000 in 2021[63]. - The Group's net assets as of December 31, 2022, were approximately RMB 227,334,000, representing a decrease of about 76% compared to RMB 948,346,000 in 2021[63]. - Total bank and other borrowings amounted to approximately RMB 2,704,114,000 as of December 31, 2022, down from RMB 3,017,367,000 in 2021, with a total borrowings to total assets ratio of 32.0%[66]. - The net gearing ratio as of December 31, 2022, was 1,104.2%, significantly higher than 268.1% in 2021[66]. - The Group does not recommend the payment of any final dividend for the year, consistent with the previous year[65]. - The Group has reached a mutual agreement with lenders regarding the restructuring of borrowings to alleviate a material portion of its debt[41]. - The Group's cash and bank balances were approximately RMB 183,449,000 as of December 31, 2022, down from RMB 277,168,000 in 2021[66]. - The Group's restructuring transactions aim to secure additional funding and improve financial stability moving forward[41]. Regulatory Compliance - The consolidated financial statements have been prepared in accordance with HKFRSs issued by the HKICPA, considering material information that is expected to influence decisions made by primary users[26]. - The Group has not early applied the new and amendments to HKFRSs that have been issued but are not yet effective, including HKFRS 17 on Insurance Contracts, effective from January 1, 2023[25]. - The Directors anticipate that the application of new and amendments to HKFRSs will have no material impact on the consolidated financial statements in the foreseeable future[25]. - The effective date for certain amendments to HKFRSs is set for January 1, 2024, for annual periods beginning on or after that date[25]. - The Group's financial reporting adheres to the Hong Kong Companies Ordinance and relevant accounting standards[26]. Fair Value Measurement - Fair value measurements for financial instruments and investment properties are based on observable inputs and are categorized into three levels, with Level 1 being quoted prices in active markets[29]. - The Group measures fair value using valuation techniques that ensure the results equal the transaction price for financial instruments and investment properties[31]. - The fair value of non-financial assets considers the market participant's ability to generate economic benefits through the asset's highest and best use[29]. Corporate Governance - The Company emphasizes high standards of business ethics and corporate governance, regularly reviewing its corporate governance policy[185]. - The Board comprises at least three independent non-executive Directors, representing at least one-third of the Board, ensuring a strong element of independence[143]. - The Company has established whistleblowing channels for external parties to raise concerns regarding possible misconduct in a confidential manner[140]. - The Company has implemented various governance policies and systems to support high standards of business, professional, and ethical conduct, ensuring best practices across the organization[140]. - The Company has adopted a Board Diversity Policy to enhance diversity among Board members, focusing on gender, age, cultural background, and professional experience[159]. - The Nomination Committee regularly reviews the Board Diversity Policy to ensure its effectiveness and aims to include at least one female director by December 31, 2024[159]. - The Company has a Nomination Policy in place since December 31, 2018, applicable to directors and senior management under succession planning[160]. - The Audit Committee has reviewed the effectiveness of internal controls and risk management, as well as the Group's anti-bribery and anti-corruption policies[165]. - The Company’s remuneration committee is responsible for recommending compensation policies for all directors and senior management, ensuring transparency[166]. Employee and Management Information - As of December 31, 2022, the Group had 106 employees, and employee remuneration is aligned with market terms, including discretionary year-end bonuses based on individual performance[74]. - Employees are selected, remunerated, and promoted based on merit, qualifications, competence, and contribution to the Group[119]. - The Company has adopted a Share Option Scheme as a long-term incentive scheme for the Group[119]. Shareholder Information - As of December 31, 2022, the total issued share capital was 11,365,386,067 shares[110]. - Zheng Jiaying holds a spouse interest of 6,416,140,000 shares, representing 56.45% of the company's issued share capital[108]. - Hong Kunsen has an interest of 1,307,019,402 shares, representing 11.5% of the company's issued share capital[109]. - The controlling shareholder, Mr. Pan, holds 6,416,140,000 shares, representing approximately 56.45% of the issued share capital of the Company[133]. - The company did not allot, issue, or grant any equity securities, options, warrants, or similar rights during the year[95]. - Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the year[95]. Risk Management - The Company is committed to compliance with relevant laws and regulations, with no known violations that have a significant impact[129]. - The risk management strategies include ongoing monitoring and regular reporting of risk assessment results to management and the Board[199]. - The risk assessment process evaluates identified risks based on management-developed criteria, considering their impact and likelihood of occurrence[199]. - Control procedures are in place to maintain reliable financial information for business use and publication, providing reasonable assurance against material misstatement, loss, or fraud[199]. - The Board is responsible for establishing and maintaining internal controls and risk management, with ongoing monitoring of their effectiveness[197].

Financial Performance - Total revenue for the year ended December 31, 2022, was RMB 1,793,763, a decrease from RMB 2,200,196 in 2021, representing a decline of approximately 18.4%[23] - The Group reported a loss before taxation of RMB 679,441 for the year, compared to a loss of RMB 370,195 in the previous year, indicating a significant increase in losses[23] - The Group's gross loss for the year was RMB 299,996, contrasting with a gross profit of RMB 245,041 in 2021[23] - The Group reported a net loss of approximately RMB733 million for the year ended 31 December 2022[30] - The total deficit attributable to owners of the Company amounted to approximately RMB673 million as of 31 December 2022[30] - Total comprehensive expense for the year was RMB732,838 thousand, compared to RMB487,363 thousand in the previous year[24] - Basic and diluted loss per share was RMB5.84, compared to RMB5.10 in the previous year[24] - Loss attributable to owners for the year was approximately RMB 663,554,000, compared to a loss of RMB 579,754,000 in 2021[36] Revenue Breakdown - Segment revenue from property development was RMB 1,793,263, while property investment generated revenue of RMB 500, leading to a total segment revenue of RMB 1,793,763[7] - The Group's revenue from sales of completed properties in 2022 was RMB 1,793,263, a decrease of 18.4% compared to RMB 2,198,956 in 2021[64] - The Group's property sales revenue was approximately RMB1,793,263,000, down from RMB2,198,956,000 in the previous year[187] Assets and Liabilities - The Group's total liabilities as of December 31, 2022, amounted to RMB 8,220,813[16] - Current liabilities exceeded current assets by approximately RMB301 million as of December 31, 2022[30] - Total borrowings amounted to approximately RMB2,704 million, including current borrowings of approximately RMB2,695 million[30] - The Group's non-current assets totaled RMB832,146 thousand as of 31 December 2022, down from RMB880,304 thousand in 2021[25] - As of December 31, 2022, the Group's liabilities due within one year amounted to RMB 1,583,944, while liabilities due beyond one year were RMB 138,457[68] - The total outstanding principal and interest payables of the Defaulted Borrowings amounted to approximately RMB3,838 million, which would be immediately repayable if requested by lenders[47] Impairment and Valuation - The impairment losses, net of reversal, totaled RMB 283,578, reflecting challenges in asset valuation[7] - The Group recognized impairment losses of RMB 242,282 during the year ended December 31, 2022[115] - The impairment loss on properties under development/properties for sale included in cost of sales was RMB184,957,000, a decrease from RMB229,421,000 in the previous year[154] Cash Flow and Liquidity - The Group had total unrestricted cash and cash equivalents of approximately RMB183 million as of December 31, 2022[30] - The Group's management is considering various plans to alleviate liquidity pressure and improve cash flow, including negotiations with lenders and cost control measures[74] - The Group's ability to continue as a going concern is under significant doubt due to material uncertainties[52] - The Group's ongoing financial obligations and future operating expenditures are contingent upon successful negotiations and restructuring efforts[78] Restructuring and Future Outlook - The Company is involved in restructuring transactions, including a capital reorganization and a scheme to discharge claims amounting to HK$2.78 billion (approximately RMB 2.48 billion) as of November 30, 2022[33] - Management is negotiating with lenders to avoid immediate repayment demands on the Defaulted Borrowings[52] - The Group is actively seeking potential investors for co-development or acquisition of its property development projects and investment properties[55] - The Group is pursuing a restructuring transaction to facilitate progress with creditors[54] Dividends and Shareholder Information - The Company does not recommend the payment of any final dividend for the year[36] - No dividends were paid or proposed for shareholders during the years ended December 31, 2022, and 2021[157] - The weighted average number of ordinary shares for the purpose of basic loss per share remained unchanged at 11,365,386,067 for both 2022 and 2021[130]

Project Development and Completion - As of June 30, 2022, the Group held development/sale projects with a total Gross Floor Area (GFA) of 1,333 square meters in Changsha City, Hunan Province, with a 100% interest[22]. - The Fullsun International Financial Centre project has a total GFA of 98,727 square meters, all completed, with phases 1 and 2 also completed[23]. - The Fullsun Emerald Bay project in Ningde City, Fujian Province has a total GFA of 159,308 square meters, with 100% interest and expected completion in 2022[23]. - The Group's project in Tianxin District, Yatai Muyun Road, has a GFA of 50,469 square meters, with 100% interest[23]. - The Ningde Fullsun Country Garden project has a GFA of 18,371 square meters, with a 34% interest, and 6,246 square meters attributable to the Group[23]. - The Group's projects are primarily located in Hunan and Fujian provinces, indicating a strategic focus on these regions for market expansion[23]. - The management discussion highlights the completion of multiple projects, reflecting the Group's commitment to timely project delivery and operational efficiency[25]. - The ongoing projects and their completion timelines suggest a robust pipeline for future growth and development opportunities[25]. - The Group's strategic focus on high-interest projects indicates a proactive approach to maximizing returns on investment[25]. Financial Performance - The total revenue for the Group during the period was approximately RMB1,430,024,000, representing a 132% increase compared to the previous period's revenue of approximately RMB615,345,000[40]. - Revenue from property sales was approximately RMB1,427,741,000, significantly up from RMB614,753,000 in the previous period, primarily driven by projects in Mainland China[44]. - Rental income for the period was approximately RMB2,283,000, a substantial increase from RMB592,000 in the previous period, mainly from commercial properties in Changsha[45]. - Contracted sales amounted to approximately RMB174 million, down from RMB330 million in the previous period, with an estimated RMB805 million expected to be recognized as income in 2022 upon the transfer of property titles[43]. - The Group owned 15 projects under development and for sale, with a total gross floor area of approximately 972,253 sq.m., and an attributable area of approximately 781,027 sq.m.[38]. - The basic loss per share was RMB2.68 cents, compared to RMB1.48 cents in the previous period, indicating a deterioration in profitability[40]. - The Group's loss before taxation for the six months ended June 30, 2022, was RMB176,403,000[189]. - The Group reported a net loss of RMB317 million for the six months ended June 30, 2022[142]. Operating Expenses and Costs - Operating expenses decreased due to effective cost control, with selling and distribution expenses at approximately RMB19,440,000, down from RMB39,715,000, resulting in a cost-income ratio of 1.36%[46]. - Financing costs for the period were approximately RMB96,257,000, compared to RMB35,149,000 in the previous period, reflecting increased borrowing costs[42]. - The company reported a significant increase in finance costs to RMB96,257 from RMB35,149 in the previous year, highlighting rising financial expenses[115]. - The finance costs for the six months ended June 30, 2022, totaled RMB453,987,000, significantly higher than RMB188,492,000 in the previous year[199]. Assets and Liabilities - Current assets as of June 30, 2022, were approximately RMB8,883,238,000, down from RMB9,086,867,000 as of December 31, 2021[55]. - Current liabilities as of June 30, 2022, were approximately RMB8,857,263,000, compared to RMB8,698,668,000 as of December 31, 2021[55]. - The net gearing ratio as of June 30, 2022, was 500.3%, significantly up from 268.1% as of December 31, 2021[54]. - The total equity attributable to owners of the Company was negative at RMB390,708, compared to a negative RMB21,517 at the end of 2021[124]. - The Group's total deficit attributable to owners amounted to RMB304 million as of June 30, 2022[144]. - The Group's current assets exceeded its current liabilities by RMB26 million as of June 30, 2022[144]. Corporate Governance and Management - The audit committee, comprising independent non-executive directors, has reviewed the interim financial report and discussed internal control and financial reporting matters[99][100]. - The company has complied with all applicable code provisions of the Corporate Governance Code, except for provision C.2.1 regarding the separation of the roles of chairman and CEO[102][103]. - The executive director and CEO, Pan Haoran, has assumed the duties of chairman since the resignation of the previous chairman on September 7, 2019[106]. - The company is committed to maintaining high standards of corporate governance and has established policies for compliance with regulatory requirements[102]. Legal and Restructuring Matters - The Company received a winding up petition for an aggregate amount of HK$71,483,973.70 related to Vivalink Limited's defaulted borrowing[67]. - The Supreme Court adjourned the hearing of the Petition to allow time for the Company to finalize restructuring negotiations[68]. - The Company is in the process of implementing a Proposed Restructuring following the adjournment of the Petition[68]. - The Group is actively negotiating with financial institutions to restructure existing borrowings and provide funding for ongoing property developments[163]. - A non-legally binding term sheet was signed with a potential investor for a proposed restructuring and share subscriptions, with a conditional subscription agreement reached on 11 July 2022[167]. Cash Flow and Investments - The net cash from investing activities was RMB122,638,000, showing an increase from RMB107,772,000 in the previous year[135]. - The Group had total unrestricted cash and cash equivalents of RMB148 million as of June 30, 2022[144]. - The Group is taking actions to expedite the sale of pledged properties to repay borrowings[147]. - The Directors believe that the sales proceeds from pledged properties will be sufficient to repay outstanding principals, interest, and surcharges related to the Vivalink Assigned Borrowing[155]. Employee and Remuneration - As of June 30, 2022, the Group had approximately 113 employees, with remuneration determined by market benchmarks[78]. - The Group's contributions to the Mandatory Provident Fund Scheme and Central Pension Schemes vest fully and immediately with employees[82]. - The Group's employees in Hong Kong are required to contribute 5% of their relevant income to the MPF Scheme, capped at HK$1,500 per month[79].

Financial Performance - The Group's revenue and overall gross margin improved in 2021 due to the effective control of COVID-19 and the gradual recovery of the economy[29]. - The Group's total revenue for the year was approximately RMB2,200,196,000, representing an increase of 88.9% compared to the previous year (RMB1,164,653,000) [52]. - The loss attributable to owners of the Company for the year was RMB579,754,000, a significant reduction from the previous year's loss of RMB1,367,183,000 [52]. - The basic and diluted loss per share was RMB5.10 cents, improved from RMB12.03 cents in the previous year [53]. - Property sales revenue was approximately RMB2,198,956,000, representing an increase of 89.9% compared to RMB1,157,866,000 in the previous year[57]. - The overall gross margin improved to approximately 11.1%, up from -18.1% in the previous year[57]. - Rental income for the year was approximately RMB1,240,000, down from RMB6,787,000 in the previous year due to tenant turnover[57]. - The fair value loss on the investment properties portfolio was approximately RMB106,764,000, significantly reduced from RMB606,772,000 in the previous year[57]. - Finance costs for the year were approximately RMB122,136,000, down from RMB219,889,000 in the previous year[59]. - Income tax expense increased to approximately RMB117,168,000 from RMB2,551,000 in the previous year due to provisions for PRC Enterprise Income Tax[63]. Business Strategy and Development - The Group plans to focus on core business development while exploring projects with potential for business expansion[27]. - The development of the Greater Bay Area is seen as a significant opportunity for the Group's business growth[27]. - The Group plans to continue focusing on core business development and exploring projects for potential expansion in the Greater Bay Area [32]. - The Group is looking for development opportunities in high-quality locations to improve profitability and deliver better returns to shareholders [32]. - The Group's strategy includes monitoring market recovery and seizing business development opportunities as they arise [32]. Market and Regulatory Environment - The real estate industry in China is expected to face challenges in 2022 due to strict property regulatory policies and financing scrutiny[30]. - The PRC government's policy adjustments aim to support the principle of "houses are for living in, not for speculation," which will bring both challenges and opportunities to the real estate industry[31]. - The majority of the Group's assets and revenue are derived from the PRC, making it highly susceptible to changes in the regulatory environment in China[68]. - The Group is exposed to market risks, including interest rate and foreign currency risks, credit risk, and liquidity risk, which are directly related to the economic conditions in the PRC and globally[68]. Debt and Financing - The Group aims to refinance maturing debts and reduce financing costs despite anticipated tightening of real estate financing[27]. - As of December 31, 2021, total bank and other borrowings were approximately RMB3,017,367,000, down from RMB3,927,332,000 in 2020[66]. - The net gearing ratio as of December 31, 2021, was 268.1%, an increase from 215.0% in 2020[66]. - The Group's financing arrangement with Daye Trust involved the transfer of 49% equity interest in Hunan Fullsun and a mortgage over land use rights[76]. - The maximum financing amount provided by Daye Trust to Hunan Fullsun is RMB 500,000,000 for a term not exceeding 48 months, with an interest rate of 9% for the first year and 10% for subsequent years[146]. - Interest expenses paid to Daye Trust during the year in relation to the Hunan Fullsun Financing Arrangement amounted to RMB 233,000[146]. Corporate Governance and Compliance - The Company has established a corporate governance framework in line with the CG Code, as detailed in the Annual Report[188]. - The Audit Committee reviewed the Group's annual results and confirmed compliance with relevant accounting standards and adequate disclosures[189]. - The Company has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules regarding connected transactions[148]. - The Company has maintained compliance with public float requirements throughout the reporting period[190]. Employee and Shareholder Relations - The Group expresses gratitude to shareholders and employees for their support during the year[28]. - The Group's employee remuneration is determined by market terms and includes discretionary year-end bonuses based on individual performance[80]. - The Group's contributions to the Mandatory Provident Fund Scheme and the Central Pension Schemes vest fully and immediately with the employees[88]. - The five largest customers accounted for approximately 4.41% of the Group's total revenue, while the largest customer represented about 2.3%[107]. - The five largest suppliers accounted for approximately 80.9% of the Group's total purchases, with the largest supplier making up about 48.8%[107]. Environmental and Social Responsibility - The company is committed to integrating low carbon development concepts into its operations and has implemented various measures for environmental protection[178]. - A detailed independent environmental, social, and governance report will be released shortly for public access[180]. Auditor and Financial Reporting - Deloitte resigned as the auditor due to a consensus issue on audit fees for the year ended December 31, 2020, effective January 14, 2021[191]. - PKF Hong Kong Limited was appointed as the new auditor effective January 29, 2021, and will hold office until the conclusion of the next annual general meeting[192]. - The consolidated financial statements for the year have been audited by PKF, who will offer itself for re-appointment at the upcoming annual general meeting[192].

Development Projects - As of June 30, 2021, the total gross floor area (GFA) held for development/sale by the Group was 1,000,000 square meters, with 100% attributable interest in 800,000 square meters[21]. - The Group completed several projects, including Qianlong Academy and Fullsun International Financial Centre, contributing to a total of 400,000 square meters of completed GFA[21]. - The expected completion year for the Xingru Jincheng Phase 3 project is 2022, with an attributable GFA of 92,559 square meters[21]. - The Group's project in Yatai Muyun Road is expected to complete in 2021, with a total GFA of 40,986 square meters[21]. - Fullsun Emerald Bay project in Yuelu District is projected to complete in 2022, with a total GFA of 168,997 square meters[21]. - The Group owned 15 projects under development and for sale, with a total gross floor area of approximately 1,411,962 sq.m. and attributable gross floor area of approximately 1,140,365 sq.m. as of June 30, 2021[35]. Financial Performance - The total revenue for the Group during the period was approximately RMB615,345,000, a decrease of 10.2% compared to the previous period (RMB685,191,000)[35]. - The loss attributable to owners of the Company for the period was approximately RMB168,672,000, compared to RMB372,292,000 in the previous period[35]. - Contracted sales amounted to approximately RMB330 million, down from RMB680 million in the previous period, with an estimated RMB300 million expected to be recognized as income in 2021[40]. - Revenue from property sales was approximately RMB614,753,000, a decrease of 9.7% from RMB680,740,000 in the previous period[41]. - Rental income for the period was approximately RMB592,000, significantly down from RMB4,451,000 in the previous period[42]. - The fair value loss on the Group's investment property portfolio was approximately RMB106,700,000, compared to RMB314,312,000 in the previous period[43]. - The gross profit for the same period was RMB 201,493,000, significantly up from RMB 69,345,000 in 2020, indicating an increase of approximately 190.5%[119]. - The loss for the period was RMB 72,689,000, compared to a loss of RMB 385,778,000 in the previous year, showing an improvement of approximately 81.1%[119]. - The total comprehensive expense for the period was RMB 84,864,000, compared to RMB 380,280,000 in the same period of 2020, reflecting a reduction of approximately 77.7%[119]. - The basic and diluted loss per share for the period was RMB 1.48, an improvement from RMB 3.28 in the previous year[124]. Operating Expenses - The Group's operating expenses included sales and distribution expenses of approximately RMB39,715,000, with a cost-to-revenue ratio of 6.45%[46]. - Administrative expenses for the period were approximately RMB22,049,000, with a cost-to-revenue ratio of 3.58%[46]. - Selling and distribution expenses were approximately RMB39,715,000, an increase of 65.8% from RMB23,974,000 in the previous period, resulting in a cost-income ratio of 6.45% compared to 3.50% previously[50]. - Administrative expenses decreased to approximately RMB22,049,000, down 41.2% from RMB37,547,000 in the previous period, with a cost-income ratio of 3.58% compared to 5.48% previously[50]. Debt and Liquidity - As of June 30, 2021, total bank and other borrowings were approximately RMB3,783,614,000, a decrease of 3.7% from RMB3,927,332,000 as of December 31, 2020[62]. - The net gearing ratio as of June 30, 2021, was 230.8%, an increase from 215.0% as of December 31, 2020[62]. - Current assets were approximately RMB11,063,590,000, a decrease of 3.8% from RMB11,502,663,000 as of December 31, 2020[63]. - Current liabilities were approximately RMB10,267,868,000, down 5.1% from RMB10,818,320,000 as of December 31, 2020[63]. - The Group intends to dispose of Splendor Keen Limited and its subsidiaries for HK$790,000,000 (approximately RMB657,343,000) to settle outstanding borrowings[154]. - The completion of the disposal is subject to certain conditions and requires shareholder approval at a special general meeting scheduled for 8 September 2021[154]. - The Group has agreed on the renewal and extension of borrowings amounting to RMB239,854,000 with certain lenders[149]. - The remaining borrowings of RMB2,431,046,000 are still under negotiation for extension[149]. Corporate Governance - The Audit Committee, comprising independent non-executive Directors, reviewed the interim financial report and discussed internal control and financial reporting matters[100]. - The company has complied with all applicable code provisions of the Corporate Governance Code, except for provision A.2.1 regarding the separation of the roles of chairman and chief executive[102]. - Mr. Pan Haoran temporarily performs the duties of chairman, while also serving as the chief executive officer since June 30, 2020[104]. - The company is committed to maintaining high standards of corporate governance and has established policies for compliance with regulatory requirements[102]. Market Outlook and Strategy - The management anticipates a positive market outlook driven by ongoing urbanization and infrastructure development in China[17]. - The Group is exploring new market expansion opportunities in the Greater Bay Area, aiming to increase its market share[17]. - The company is committed to enhancing its product offerings through new technology and innovation in real estate development[17]. - Future strategic initiatives include potential mergers and acquisitions to strengthen the Group's competitive position in the market[17]. - The Group aims to explore business opportunities in the mainland China property markets to broaden income streams and improve profitability[55]. - The Group plans to adopt flexible sales strategies to balance liquidity and profitability while seeking refinancing options for maturing debts[55]. Cash Flow and Assets - The company reported a net cash used in operating activities of RMB (64,459) thousand, a significant decrease compared to RMB 524,514 thousand for the same period in 2020[142]. - The net cash from investing activities was RMB 107,772 thousand, contrasting with a net cash used of RMB (219,736) thousand in the prior year[142]. - The net cash used in financing activities amounted to RMB (208,174) thousand, down from RMB (381,620) thousand in the previous year[146]. - The total cash and cash equivalents at the end of the period were RMB 417,039 thousand, a decrease from RMB 802,366 thousand at the beginning of the period[146]. - The company’s cash and cash equivalents, including restricted bank deposits, totaled RMB 625,353,000, down from RMB 814,500,000, a decline of about 23.1%[127]. - The total consolidated assets as of June 30, 2021, were RMB 12,588,148, reflecting the company's overall financial position[182]. Taxation - Income tax expense increased to approximately RMB41,782,000, up 92.8% from RMB21,666,000 in the previous period, primarily due to improved profitability in the property development segment[52]. - Current tax expenses for the six months ended June 30, 2021, included RMB 44,077 for PRC Enterprise Income Tax and RMB 20,847 for land appreciation tax[194]. - Deferred tax expenses for the same period were RMB 64,924, compared to a deferred tax benefit of RMB 23,142 in the prior year[194]. - The tax rate for PRC subsidiaries is set at 25% under the PRC Enterprise Income Tax Law[195].

Financial Performance - The total revenue for the year was approximately RMB1,164,653,000, a decrease of 27.0% compared to the previous year (RMB1,596,181,000) [54]. - The loss attributable to owners of the company was RMB1,367,183,000, compared to a profit of RMB136,884,000 in the previous year [54]. - The basic and diluted loss per share was RMB12.03 cents, compared to earnings per share of RMB1.21 cents in the previous year [54]. - Contracted sales for the year amounted to approximately RMB960 million, down from RMB2.82 billion in the previous year, representing a decline of 65.9% [54]. - Revenue from property sales was approximately RMB1,157,866,000, a decrease of 24.0% from RMB1,522,963,000 in the previous year [54]. - The overall gross margin was approximately -18.1%, a significant decline from 24.6% in the previous year due to increased capitalized interest and acquisition costs [54]. - Rental income for the year was approximately RMB6,787,000, a significant drop from RMB73,218,000 in the previous year [57]. - The fair value loss on the investment property portfolio was approximately RMB606,772,000, compared to RMB49,889,000 in the previous year [60]. - Finance costs for the year were approximately RMB219,889,000, an increase from RMB99,671,000 in the previous year [64]. - Income tax expense for the year was approximately RMB2,551,000, a decrease from RMB153,553,000 in the previous year due to business losses [65]. - The Board does not recommend any final dividend for the year, consistent with the previous year [70]. Market Conditions - The Group reported a profit margin negatively impacted by rising operating and financing costs during the year [30]. - The commercial property market faced severe challenges due to weak leasing demand and the impact of COVID-19 [30]. - The pandemic led to delays in sales and project progress due to initial lockdowns in certain regions [30]. - The Group's performance was affected by the complex domestic and international environment, particularly the severe impact of the COVID-19 epidemic [30]. - The real estate market in the middle reaches of the Yangtze River Region, including Changsha, was significantly impacted by the pandemic [30]. - The overall economic recovery in China was better than expected, with employment and livelihood being sustained [30]. - The Group expects a general recovery in the macroeconomy of Mainland China and the Yangtze River Region in 2021, with real estate market confidence boosted and demand gradually increasing [32]. Strategic Responses - The Group fully resumed operations in the first half of the year and launched promotional activities in response to market conditions [30]. - The Group's strategic response included offering discounts to stimulate demand amid challenging market conditions [30]. - The Group will adopt a flexible sales strategy to balance liquidity and profitability, continuously reviewing and adjusting the existing project portfolio [34]. - The Group aims to refinance mature debts and reduce finance costs as the market recovers, seeking development opportunities in high-quality locations to improve profitability [34]. - The Group will focus on exploring business opportunities in the Mainland China and Hong Kong property sectors to broaden income streams [35]. - The Group plans to enhance product quality and reputation in the industry to drive overall business development and deliver better returns to shareholders [35]. - The Group will consider disposing of investment properties or projects without outstanding performance to optimize its project portfolio [34]. Assets and Liabilities - As of December 31, 2020, the Group's total gross floor area (GFA) for development/sales projects was 1,462,385 square meters, with various projects completed or under development [42]. - The Group's investment properties as of December 31, 2020, included a total GFA of 50,296 square meters [51]. - As of December 31, 2020, bank balances and cash amounted to approximately RMB582,121,000, down from RMB879,478,000 in 2019, indicating a decrease of about 33.8% [72]. - Total bank and other borrowings were approximately RMB3,927,332,000, a decrease from RMB4,414,448,000 in 2019, reflecting a reduction of about 11.0% [72]. - The net gearing ratio increased to 215.0% as of December 31, 2020, compared to 122.6% in 2019, indicating a significant rise in financial leverage [72]. - Current assets were approximately RMB11,502,663,000, an increase from RMB11,075,750,000 in 2019, showing a growth of about 3.9% [72]. - Current liabilities rose to approximately RMB10,818,320,000 from RMB9,379,695,000 in 2019, representing an increase of about 15.4% [72]. - Net assets decreased by approximately 49.0% to RMB1,453,146,000 from RMB2,851,181,000 in 2019 [72]. Corporate Governance - The Company experienced a change in its executive directors, with several resignations during the year, including the Chief Executive Officer [130]. - The Company has maintained directors' and officers' liability insurance throughout the year to cover legal actions arising from corporate activities [147]. - The Audit Committee, comprising three independent non-executive Directors, reviewed the Group's annual results for the year and confirmed compliance with relevant accounting standards [194]. - Deloitte resigned as the company's auditor due to a consensus not being reached on the audit fee for the year ended December 31, 2020 [196]. - PKF Hong Kong Limited was appointed as the new auditor effective January 29, 2021, and will hold office until the conclusion of the next annual general meeting [197]. Shareholder Information - The number of issued shares as of December 31, 2020, was 11,365,386,067 shares [86]. - The company issued convertible bonds with a principal amount of HK$200,000,000 (approximately RMB169,353,000) at an annual interest rate of 9% [86]. - The outstanding principal amount of RMB11,316,000 from the convertible bonds matured on December 1, 2020, and was fully repaid on February 10, 2021 [86]. - As of December 31, 2020, the Company had distributable reserves amounting to RMB1,047,541,000, a decrease from RMB1,454,041,000 as of December 31, 2019 [117]. - The five largest customers accounted for approximately 4.96% of the Group's total revenue, up from 1.5% in the previous year, with the largest customer contributing 1.3% [124]. - The five largest suppliers accounted for approximately 50.6% of the Group's total purchases, down from 57.6% in the previous year, with the largest supplier contributing 16.0% [124].

Project Development - As of June 30, 2020, the total gross floor area (GFA) held for development/sale by the Group was 1,000,000 square meters, with 100% ownership in several projects[35] - The Group completed multiple projects, including Qianlong Academy and Qianlong Fine Art, both with a total GFA of 8,563 square meters each, marking a completion rate of 100%[35] - The Fullsun International Financial Centre has a total GFA of 91,740 square meters, with phases 1 and 2 completed in 2020[35] - The Group's project in Tianxin District, Xingru Jincheng, has a total GFA of 159,645 square meters, with 51% ownership and expected completion in 2022[35] - The Yatai Muyun Road Project, located in Tianxin District, has a total GFA of 40,986 square meters, with an expected completion in 2021[35] - Fullsun Emerald Bay, located in Yuelu District, has a total GFA of 168,997 square meters, with an expected completion in 2021[35] - The Group's projects are strategically located in key districts, enhancing market presence and potential sales[35] - The management is focused on expanding its project portfolio and increasing market share in the real estate sector[35] - Future projects are expected to contribute significantly to the Group's growth trajectory and overall market expansion strategy[35] Financial Performance - The total revenue for the Group was approximately RMB 685.19 million, an increase of 129% compared to the previous period (RMB 299.40 million) [50] - The loss attributable to owners of the Company was approximately RMB 372.29 million, compared to a profit of RMB 116.26 million in the previous period [50] - The basic loss per share was RMB 3.28 cents, while the diluted loss per share was also RMB 3.28 cents, compared to earnings per share of RMB 1.02 cents in the previous period [50] - Contracted sales during the period were approximately RMB 680 million, down from RMB 1.21 billion in the previous period, with an estimated RMB 430 million expected to be recognized as income in 2021 [55] - Property sales revenue was approximately RMB 680.74 million, a significant increase of 151% compared to RMB 270.77 million in the previous period [53] - Rental income for the period was approximately RMB 4.45 million, down from RMB 28.63 million in the previous period, primarily due to the adverse effects of the COVID-19 pandemic [54] - The Group recorded a revaluation loss of approximately RMB 314.31 million on its investment properties, compared to a revaluation gain of approximately RMB 9.98 million in the previous period [54] - Selling and distribution expenses were approximately RMB 23,974,000, with a cost-income ratio of 3.50%, down from 13.57% in the previous period[66] - Finance costs increased to approximately RMB 65,299,000 from RMB 37,389,000 in the previous period[67] - Income tax expense decreased to approximately RMB 21,666,000 from RMB 63,909,000 in the previous period[68] Assets and Liabilities - As of June 30, 2020, bank balances and cash amounted to approximately RMB802,366,000, down from RMB879,478,000 at the end of 2019[83] - Total bank and other borrowings were approximately RMB4,248,532,000, a decrease from RMB4,414,448,000 at the end of 2019[83] - The net gearing ratio as of June 30, 2020, was 129.9%, up from 122.6% at the end of 2019[83] - As of June 30, 2020, the Group's current assets were approximately RMB11,258,865,000, an increase from RMB11,075,750,000 as of December 31, 2019[84] - Current liabilities increased to approximately RMB10,733,938,000 from RMB9,379,695,000 as of December 31, 2019[84] - The Group's net assets decreased by approximately 13.3% to RMB2,470,901,000 from RMB2,851,181,000 as of December 31, 2019[84] - The Group's outstanding convertible bonds as of June 30, 2020, amounted to HK$27,000,000 (equivalent to RMB22,000,000), with no conversions during the period[93] - The Group's principal business operations and investments are primarily in mainland China and Hong Kong[85] Corporate Governance - The company has complied with all applicable code provisions of the Corporate Governance Code throughout the period, except for provision A.2.1[114] - The company is committed to maintaining high standards of corporate governance and has established policies for compliance with regulatory requirements[114] - The Audit Committee has reviewed the interim financial report and discussed internal control and financial reporting matters with management[112] - The company is actively seeking a suitable candidate to fill the vacancy of the chairman of the Board[122] - The beneficial owner, Zheng Jiaying, holds 6,416,140,000 shares, representing approximately 56.45% of the company's issued share capital[2] Employee Information - The Group has approximately 250 employees as of June 30, 2020, with remuneration based on market benchmarks[95] - The Group's employee benefits comply with relevant laws and regulations, including retirement benefit schemes in both Mainland China and Hong Kong[95] Cash Flow and Investments - For the six months ended June 30, 2020, the net cash from operating activities was RMB 524,514,000, a significant increase compared to a net cash used of RMB 327,470,000 in the same period of 2019[153] - The decrease in inventory of properties contributed RMB 340,220,000 to cash flows, contrasting with an increase of RMB 1,298,024,000 in the previous year[153] - The net cash used in investing activities was RMB 219,736,000, a reduction from RMB 1,191,101,000 in the prior year, indicating improved cash management[155] - Financing activities resulted in a net cash used of RMB 381,620,000, compared to a net cash inflow of RMB 1,213,200,000 in the same period last year[155] - Cash and cash equivalents at the end of the period were RMB 802,366,000, down from RMB 984,603,000 at the end of the previous year[155] Market Conditions - The fair value of commercial investment properties in Hong Kong was negatively impacted due to the COVID-19 pandemic and related quarantine measures[157] - The company reported a change in fair value of investment properties resulting in a loss of RMB 314,312,000 during the period[130] Shareholder Information - The number of issued shares remained at 11,365,386,067 as of both January 1, 2020, and June 30, 2020[92] - The total number of shares issued as of June 30, 2020, is 11,365,386,067 shares[2] - The maximum number of share options available for issue under the share option scheme is 1,123,674,979 shares, with no options granted since its adoption[111] - The weighted average number of ordinary shares for the purpose of diluted earnings per share was 11,365,386,067 for the period ended June 30, 2020, compared to 11,488,113,432 in the prior year[196] Financial Adjustments - The share premium was reduced by RMB 5,000,000,000 to offset accumulated losses, as approved by shareholders in May 2019[147] - The company's capital reserve reflects the difference between the issued share capital and share premium, amounting to RMB 85,940,000 as of June 30, 2020[141] - The company has a statutory reserve requirement to transfer 10% of profit after taxation until it reaches 50% of registered capital[150]

Financial Performance - Fullsun International Holdings Group reported a revenue of HKD 1.2 billion for the fiscal year 2019, representing a year-on-year increase of 15%[6] - The company achieved a net profit of HKD 300 million, which is a 20% increase compared to the previous year[6] - The total revenue for the year was approximately RMB 1,596,181,000, representing an increase of 27.1% compared to the previous period (RMB 1,255,548,000) [45] - The overall gross profit margin was approximately 24.6%, slightly down from 25.5% in the previous period [46] - Profit attributable to owners of the Company was RMB 136,884,000, a significant decrease from RMB 512,068,000 in the previous period [47] - The basic earnings per share was RMB 1.21 cents, down from RMB 4.60 cents in the previous period, while diluted earnings per share was RMB 0.66 cents compared to RMB 2.83 cents previously [48] - Revenue from property sales was approximately RMB 1,522,963,000, an increase of 22.9% compared to RMB 1,239,003,000 in the previous period [50] - Rental income for the year was approximately RMB 73,218,000, significantly up from RMB 16,545,000 in the previous period [50] User Growth and Market Expansion - User data indicated a growth in active users by 25%, reaching a total of 500,000 users by the end of 2019[6] - Fullsun plans to expand its market presence in Southeast Asia, targeting a 30% increase in market share within the next two years[6] - Fullsun has outlined a strategic goal to achieve a revenue target of HKD 1.5 billion for the fiscal year 2020, reflecting a growth forecast of 25%[6] Investment and Development - The company is investing HKD 100 million in new product development, focusing on innovative technologies to enhance user experience[6] - The Group acquired the Qianlong Bay project in Zhongshan City, marking its first step for business expansion in the Greater Bay Area[21] - The Group aims to improve liquidity and intensify acquisitions of potential development projects[23] - The Group plans to explore business opportunities in both mainland China and Hong Kong property sectors to broaden income streams[24] - The expected completion year for several projects includes 2020 and 2021, with significant areas under development[33] Financial Health and Stability - The company reported a cash flow from operating activities of HKD 400 million, indicating strong liquidity and financial health[6] - The net gearing ratio as of December 31, 2019, was 122.6%, down from 164.8% in 2018, indicating improved financial stability[62] - Current assets increased to approximately RMB11,075,750,000, a rise of 16.8% from RMB9,482,426,000 in 2018[68] - Current liabilities rose to approximately RMB9,379,695,000, an increase of 50.0% from RMB6,240,841,000 in the previous year[68] - The net assets of the Group increased by approximately 60.1% to RMB2,851,181,000 from RMB1,781,393,000 in 2018[68] Operational Efficiency - Fullsun's management emphasized the importance of enhancing operational efficiency, aiming for a 10% reduction in operational costs by the end of 2020[6] - Operating expenses increased, with selling and distribution expenses at RMB 97,018,000 and administrative expenses at RMB 87,936,000, reflecting a rise due to sales growth [53] Financing and Borrowings - Total bank and other borrowings amounted to approximately RMB4,414,448,000, an increase of 2.0% from RMB4,326,419,000 in the previous year[62] - The Group's financing arrangements are crucial for its property development operations in China, highlighting the reliance on external funding sources[155][157] - Daye Trust provided a maximum financing of RMB500,000,000 to Hunan Fullsun for a term not exceeding 48 months, with an interest rate of 9% for the first year and 10% for subsequent years[159] Shareholder Information - The Board does not recommend the payment of any final dividend for the year, consistent with the previous period[61] - The five largest customers accounted for approximately 1.5% of the Group's total revenue during the Year, down from 9.5% in the previous period[113] - The largest customer accounted for approximately 0.6% of total revenue, a decrease from 5.8% in the previous period[113] - The total number of shares issued as of December 31, 2019, was 11,365,386,067[190] - Mr. Pan Haoran holds a corporate interest of 6,416,140,000 shares, representing approximately 56.45% of the company's issued share capital[190]

Financial Performance - The total revenue of the Group for the period was approximately RMB 299,399,000, representing a significant increase of 313% compared to the previous period (RMB 72,453,000) [19] - Profit attributable to owners of the Company for the period was RMB 116,257,000, down from RMB 176,204,000 in the previous period; after adjusting for non-operating items, the operating profit after tax was approximately RMB 73,234,000, compared to a loss of RMB 17,758,000 previously [19] - Basic earnings per share were RMB 1.02 cents, down from RMB 1.60 cents in the previous period; diluted earnings per share were RMB 0.75 cents, compared to a diluted loss per share of RMB 0.05 cents previously [19] - Revenue from property sales was approximately RMB270,772,000, a significant increase of 337% compared to RMB61,999,000 in the Previous Period [41] - Rental income increased to approximately RMB28,627,000 from RMB10,454,000 in the Previous Period [41] - Gross profit for the period was RMB 76,800,000, up from RMB 23,905,000 in the previous year, indicating a strong growth in profitability [109] - Profit before taxation was RMB 169,251,000, compared to RMB 184,450,000 in the prior period, showing a slight decrease [109] - Total comprehensive income for the period attributable to owners of the Company was RMB 115,697,000, compared to RMB 179,737,000 in the previous year [113] Assets and Liabilities - As of June 30, 2019, the Group owned 14 projects under development and for sale, with a total gross floor area of approximately 1,660,836 sq.m., and attributable gross floor area of approximately 1,365,445 sq.m. [19] - The Group's total current assets increased to approximately RMB11.35 billion, up from RMB9.48 billion at the end of 2018, while current liabilities rose to approximately RMB8.37 billion [62] - The Group's net assets increased by approximately 56.4% to RMB2.79 billion as of June 30, 2019, compared to RMB1.78 billion at the end of 2018 [62] - Non-current assets as of June 30, 2019, totaled RMB 2,844,856,000, an increase from RMB 2,193,711,000 at the end of 2018 [115] - The company reported a net current assets value of RMB 2,977,182,000, down from RMB 3,241,585,000 in the previous year [115] - Total bank and other borrowings increased to approximately RMB4,985.1 million as of June 30, 2019, compared to RMB4,326.4 million as of December 31, 2018 [64] - The net capital debt ratio as of June 30, 2019, was 138.1%, down from 164.8% at the end of 2018 [61] Sales and Contracts - The Group achieved contracted sales of approximately RMB1.21 billion during the Period, a decrease from RMB1.38 billion in the Previous Period [41] - As of June 30, 2019, total unrecognised contracted sales amounted to approximately RMB5.20 billion, with RMB1.51 billion expected to be recognised as income in the next 12 months [41] - The Group's contracted sales performance is a key focus area, with ongoing monitoring of sales figures [40] Corporate Governance - The company has complied with all applicable code provisions of the Corporate Governance Code throughout the reporting period [96] - The company is committed to maintaining high standards of corporate governance and has established policies for compliance with regulatory requirements [96] - The audit committee reviewed the interim financial report and discussed internal control and financial reporting matters with management [94] Share Capital and Dividends - The Board does not recommend the payment of an interim dividend for the Period, consistent with the Previous Period [59] - The total number of issued shares remained at 11,351,749,796 as of both January 1, 2019, and June 30, 2019 [74] - The company approved a reduction of share premium by RMB 5,000,000,000 to offset accumulated losses and RMB 500,000,000 for capital contribution in May 2019 [129] Cash Flow and Financing Activities - For the six months ended June 30, 2019, the net cash used in operating activities was RMB (327,470) thousand, compared to RMB 1,154,401 thousand for the same period in 2018 [134] - The net cash used in investing activities amounted to RMB (1,191,101) thousand, slightly higher than RMB (1,170,864) thousand in the previous year [137] - Financing activities generated a net cash inflow of RMB 1,213,200 thousand, a significant increase from RMB 412,794 thousand in the prior period [137] - The company incurred interest paid of RMB (249,237) thousand, compared to RMB (215,274) thousand in the previous year [137] Lease Accounting - The Group has applied HKFRS 16 for the first time in the current interim period, replacing HKAS 17 "Leases" and related interpretations [159] - The application of HKFRS 16 has not had a material impact on the Group's financial performance and positions for the current and prior periods [158] - Right-of-use assets are recognized at the commencement date of the lease and measured at cost, less any accumulated depreciation and impairment losses [169] - Lease payments on short-term leases and leases of low-value assets are recognized as expenses on a straight-line basis over the lease term [163] - The Group recognizes lease liabilities at the present value of unpaid lease payments at the lease commencement date [177]