金 輪 天 地 控 股 有 限 公 司（「本公司」）之 董 事 會（「董事會」）謹 此 公 佈，本 公 司 謹 訂 於 二 零 二 五 年 八 月 二 十 九 日（星 期 五）假 座 香 港 炮 台 山 屈 臣 道8號海景大廈B座7 樓712室 舉 行 董 事 會 會 議，藉 以（其 中 包 括）考 慮 及 批 准 本 公 司 及 其 附 屬 公 司 截 至 二 零 二 五 年 六 月 三 十 日 止 中 期 業 績 及 其 發 布，以 及 考 慮 派 發 中 期 股 息（如 有）。 承董事會命 金輪天地控股有限公司 主 席 王欽賢 GOLDEN WHEEL TIANDI HOLDINGS COMPANY LIMITED 金輪天地控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：1232） 董事會會議召開日期 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 份 內 容 而 產 生 或 因 依 賴 該 等 內 容 而 引 致 的 任 何 ...

致：香港交易及結算所有限公司 公司名稱: 金輪天地控股有限公司 呈交日期: 2025年8月1日 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 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) | 01232 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 300,000,000 | USD | | 0.1 | USD | | 30,000,000 | | 增加 / 減少 (-) | | | | | | | USD | | | | 本月底結存 | | | 300,000,000 | USD | | 0.1 | USD | | 30,000,000 | 本月底法定/註冊股本總額 ...

Core Insights - The real estate market is stabilizing, leading to an improved financing environment for real estate companies [1] - In May 2025, the total bond financing for real estate companies reached 28.88 billion yuan, a year-on-year increase of 23.5% [1] - The financing structure shows that credit bond financing was 11.17 billion yuan, up 5.8%, while ABS financing was 17.71 billion yuan, up 38.1% [1] Financing Environment - The overall financing cost for real estate companies is decreasing, with the average bond financing interest rate in May at 2.35%, down 0.43 percentage points year-on-year [1][2] - The decline in financing costs is attributed to macro policies supporting the real estate market and the predominance of state-owned enterprises in bond issuance [2] Debt Restructuring - Several real estate companies are actively restructuring their debts, with notable progress from companies like CIFI Holdings, Jinlun Tiandi, and Sunac China [2] - CIFI Holdings' restructuring is expected to reduce its overseas debt by approximately 5.27 billion USD, significantly alleviating liquidity pressure [2] Future Outlook - The financing environment for real estate companies is expected to improve further, although a complete recovery requires market stabilization [3] - Recent data indicates that the decline in development funds for real estate companies has narrowed, suggesting potential for recovery [3] - Increased sales of new homes in key cities may boost industry investment confidence and financing demand [3]

Sales Performance - For the year ended December 31, 2024, the Group achieved total contracted sales of RMB 641.7 million, a decrease from RMB 940.7 million in 2023, reflecting a significant decline in sales performance [22]. - The Group achieved total contracted sales value of approximately RMB641.7 million for the year ended December 31, 2024, a decrease from RMB940.7 million in 2023, and the contracted sales area was approximately 43,574 sq.m., down from 79,417 sq.m. in 2023 [47][50]. - Contracted sales for the year ended 31 December 2024 were approximately RMB641.7 million, down from RMB940.7 million in 2023 [97]. Revenue and Financial Performance - The Group's revenue decreased by approximately 66.6% from approximately RMB2,387.5 million for the year ended 31 December 2023 to approximately RMB796.4 million for the year ended 31 December 2024, primarily due to a decrease in revenue from property sales [89]. - Revenue from property development decreased by 73.3% from approximately RMB2,134.2 million in 2023 to approximately RMB569.4 million in 2024, attributed to a reduction in total GFA sold [96]. - Revenue from property leasing decreased by approximately 13.9% to approximately RMB126.6 million in 2024, primarily due to the termination of leases for five metro station shopping malls [98]. - Revenue from hotel operations decreased by 5.5% to RMB100.4 million in 2024, mainly due to reduced travel demand [99]. - The Group's total revenue for 2024 was comprised of 71.5% from property development, 15.9% from property leasing, and 12.6% from hotel operations [88]. Occupancy Rates - The average occupancy rate for property leasing was 84.0%, up from 83.5% in 2023, while the hotel operation occupancy rate decreased to 78.7% from 83.4% in the previous year [22]. - The average occupancy rate for hotel operations decreased, indicating potential challenges in the hospitality sector [22]. - The Group's completed investment properties totaled approximately 121,350 sq.m. as of December 31, 2024, with an average occupancy rate exceeding 84.0% [66][71]. Debt and Financial Stability - The Group faced pressures from declining cash recovery rates, debt maturity, and a significant decrease in contracted sales, necessitating price-off promotions, asset sales, and debt restructuring to alleviate cash flow pressure [22]. - As of December 31, 2024, the Group faced cross-default on bank loans totaling approximately RMB 335.96 million, secured against assets worth approximately RMB 2.06 billion [77]. - The Group has not paid cumulative interest of USD 91.91 million (approximately RMB 660.66 million) on preferred notes, leading to default events [77]. - The Group's net debt-to-equity ratio was approximately 2,069.3%, up from 387.3% in 2023 [127]. - The debt-to-asset ratio rose to approximately 95.4% as of December 31, 2024, compared to 86.0% in 2023 [132]. Strategic Focus and Future Outlook - The Group's strategic focus includes navigating the complex economic environment and addressing real estate corporate debt risks [21]. - The Group anticipates continued challenges in the property industry in 2025 due to difficult economic conditions and financial instability [28]. - The Group plans to accelerate property sales and maintain stricter cost control measures to ensure timely delivery of properties [28]. - The Group is actively seeking suitable projects and opportunities for future development under the guidance of the PRC government's efforts to stabilize the property market [30]. Property Development and Land Bank - As of December 31, 2024, the Group's total land bank is approximately 708,311 sq.m., including 149,079 sq.m. of completed but unsold properties [54]. - The Group has approximately 185,720 sq.m. of properties under development and 219,843 sq.m. of properties developed by joint ventures and associates [54]. - The Group's strategic focus includes expanding its land bank and enhancing property development capabilities through joint ventures and partnerships [54]. Cost Management and Expenses - The Group's cost of sales decreased from RMB2,316.2 million for the year ended 31 December 2023 to RMB823.8 million for the year ended 31 December 2024, primarily due to a decrease in property development costs [103]. - Selling and marketing expenses decreased by approximately 66.2%, from RMB96.1 million in 2023 to RMB32.5 million in 2024 [121]. - Administrative expenses decreased by approximately 6.9%, from RMB160.6 million in 2023 to RMB149.5 million in 2024 [123]. Environmental, Social, and Governance (ESG) Initiatives - The Group will continue to collect and monitor environmental and social data to enhance operational transparency as part of its ESG initiatives [196]. - The Group emphasizes the importance of ESG matters and conducts materiality assessments through stakeholder engagement processes [197]. - The Group aims to enhance energy efficiency and operational efficiency as part of its long-term development strategy, with new emission reduction targets set since 2022 [199]. - The Group is committed to increasing transparency in ESG disclosures, maintaining environmental performance indicators across six real estate projects [199].

Financial Performance - Revenue for the year ended December 31, 2024, was RMB 796.4 million, a decrease of approximately 66.6% compared to RMB 2,387.5 million in 2023[3] - The net loss for the year was RMB 775.6 million, compared to a net loss of RMB 935.0 million in 2023[3] - The company reported a significant decline in revenue from property development, with 2024 revenue at RMB 569,405,000 compared to RMB 2,134,213,000 in 2023, representing a decrease of approximately 73%[21] - Total revenue for 2024 was RMB 796,376,000, down from RMB 2,387,520,000 in 2023, indicating a decrease of approximately 67%[21] - The company reported a pre-tax loss of RMB 823,936,000 for 2024, compared to a loss of RMB 1,035,100,000 in 2023, indicating an improvement of about 20.4%[33] - The company recorded a net loss from foreign exchange of RMB 35,809,000 in 2024, an improvement from a loss of RMB 47,937,000 in 2023, showing a reduction of approximately 25.3%[25] - The group reported a loss attributable to equity shareholders of RMB 775.6 million for the year, primarily due to gross losses from property sales and revaluation losses on investment properties[99] Assets and Liabilities - Total liabilities increased to RMB 7,780.1 million in 2024 from RMB 6,888.6 million in 2023[7] - The company’s total equity amounted to RMB 966,817,000 as of December 31, 2024, compared to RMB 189,697,000 in the previous year[8] - As of December 31, 2024, the company had current liabilities totaling approximately RMB 3,630,824,000, including bank loans of about RMB 489,041,000[11] - The company has outstanding cumulative interest on preferred notes amounting to USD 91,907,000 (approximately RMB 660,660,000) as of December 31, 2024[13] - The group had outstanding bank and other borrowings of approximately RMB 4,061.0 million as of December 31, 2024, down from RMB 4,330.5 million in 2023, with a net asset liability ratio of approximately 2,069.3%[101] Cash Flow and Investments - Cash and bank deposits totaled approximately RMB 135.6 million as of December 31, 2024, a significant decrease from RMB 586.3 million in 2023[3] - The company’s cash and cash equivalents were approximately RMB 97,876,000 as of December 31, 2024[11] - The company has cross-default bank loans totaling approximately RMB 335,962,000, which are included in current liabilities[12] - The company has pledged investment properties valued at approximately RMB 2,371,000,000 as collateral for bank financing as of December 31, 2024[39] Operational Performance - Total contract sales decreased by 31.8% to RMB 641.7 million from RMB 940.7 million in 2023[3] - The company recognized a significant impairment loss of RMB 180,591,000 in the property development segment due to a sluggish real estate market in China[23] - The reported loss for the property development segment was RMB (219,345,000) in 2024, compared to RMB (204,786,000) in 2023, reflecting an increase in losses[23] - The company anticipates completing a property development project by December 31, 2025, which will help alleviate some contract liabilities and generate additional cash[15] - The average occupancy rates for property leasing and hotel operations were 84.0% and 78.7%, respectively, compared to 83.5% and 83.4% in the previous year[63] Cost Management - The company reported a decrease in gross profit margin, with a gross loss of RMB 27.4 million in 2024 compared to a gross profit of RMB 71.4 million in 2023[5] - Financing costs decreased to RMB (67,268,000) in 2024 from RMB (318,480,000) in 2023, showing a reduction in financial burden[24] - Employee costs decreased from RMB 86,785,000 in 2023 to RMB 78,660,000 in 2024, reflecting a decrease of about 9.3%[29] - Administrative expenses were approximately RMB 149.5 million for the year ending December 31, 2024, a decrease of about 6.9% from RMB 160.6 million in 2023, reflecting strict cost control measures[98] Future Outlook - The company anticipates continued challenges in the real estate sector in the coming years, with a focus on accelerating property sales and maintaining strict cost control measures[83] - The group is focusing on new project development as a critical and necessary matter for ensuring sustainable development and providing a stable employment environment for employees[64] - The group is engaging in constructive dialogue with creditor groups regarding proposed restructuring to alleviate offshore debt pressure and stabilize the group's situation[65] Corporate Governance - The audit committee consists of four independent non-executive directors and is responsible for reviewing the financial reporting process, risk management, and internal control systems[112] - The company confirmed that there were no purchases, sales, or redemptions of its listed securities by the company or any of its subsidiaries during the year ending December 31, 2024[118] - The board does not recommend the payment of any final dividend for the year ending December 31, 2024[120]

Sales Performance - For the six months ended June 30, 2024, the Group achieved total contracted sales of approximately RMB 276.1 million, a decrease of 51% compared to RMB 562.7 million for the same period in 2023[21]. - The Group currently has over 8 projects for sale, with a total contracted sales area of approximately 19,286 square meters, down from 49,866 square meters in the same period last year[19]. - For the six months ended June 30, 2024, the Group recorded total contracted sales value of approximately RMB276.1 million, a decrease of 50.9% compared to RMB562.7 million for the same period in 2023[23]. Revenue Breakdown - Total revenue for the six months ended June 30, 2024, was approximately RMB429.7 million, a decrease of 32.7% from RMB638.5 million for the same period in 2023[40]. - Revenue from property sales amounted to approximately RMB293.5 million, with an average selling price of approximately RMB11,218 per sq.m. for a total gross floor area of approximately 26,161 sq.m. sold[24][26]. - Revenue from property development decreased by approximately 41.4% from approximately RMB501.0 million for the six months ended 30 June 2023 to approximately RMB293.5 million for the six months ended 30 June 2024[45]. - Revenue from property leasing increased by approximately 5.2% to approximately RMB87.8 million for the six months ended 30 June 2024, compared to RMB83.5 million for the same period in 2023[46]. - Revenue from hotel operation decreased by approximately 10.3% to approximately RMB48.4 million for the six months ended 30 June 2024, down from RMB54.0 million for the same period in 2023[47]. Financial Position - The Group's total land bank as of June 30, 2024, was 779,728 sq.m., with no new land acquisitions during the first half of 2024 due to a more cautious approach[25][27]. - As of June 30, 2024, the Group had total unrecognized contracted sales of approximately RMB381.7 million, expected to be recognized in the second half of 2024 and in 2025[24][26]. - The Group's cash and bank balances were approximately RMB339.7 million, a decrease from RMB586.3 million as of 31 December 2023, mainly due to reduced proceeds from property sales[63]. - The Group's net debt-to-equity ratio was approximately 840.8% as of June 30, 2024, compared to 387.3% as of 31 December 2023[69]. - The Group's total debt-to-asset ratio was approximately 91.2% as of June 30, 2024, compared to 86.0% as of 31 December 2023[69]. Loss and Profitability - The Group recorded a net loss of approximately RMB507.7 million for the six months ended 30 June 2024, compared to a net loss of approximately RMB518.9 million for the six months ended 30 June 2023[62]. - The Group recorded a gross profit of approximately RMB74.6 million for the six months ended 30 June 2024, compared to a gross loss of approximately RMB84.6 million for the same period in 2023[52]. - The gross profit margin for property leasing decreased slightly from approximately 87.2% for the six months ended 30 June 2023 to approximately 86.6% for the six months ended 30 June 2024[52]. - The gross profit margin for hotel operation decreased to approximately 12.6% for the six months ended 30 June 2024, down from approximately 20.2% in 2023[52]. Operational Efficiency - The Group's management is focused on improving operational efficiency and financial sustainability during this challenging period[22]. - The Group continues to maintain tight control over the property delivery process to mitigate delivery risks despite the challenging market conditions[22]. - The Group aims to actively engage with financial institutions for prudent asset disposal and debt restructuring to ensure effective cash flow management[36][38]. Debt and Default Issues - The Group failed to repay an accumulated interest of US$103,562,000 (approximately RMB724,547,000) on senior notes as of 30 June 2024, leading to an event of default[67]. - The Group has cross-defaulted on other bank loans with a total book value of approximately RMB 460,265,000 as of 30 June 2024, which are secured by assets valued at approximately RMB 2,287,787,000[139]. - The Group is negotiating with major holders for a senior notes restructuring proposal and is working to secure additional financing sources[145]. Corporate Governance - The Company has complied with most of the Corporate Governance Code provisions during the six months ended June 30, 2024, except for the absence of the chairman at the annual general meeting[109]. - The Audit Committee consists of three independent non-executive Directors with sufficient expertise to carry out their duties[110]. - The primary duties of the Audit Committee include reviewing the financial reporting process and internal control systems[111]. Shareholder Information - Directors and chief executives hold a total of approximately 736,475,600 shares, representing about 40.94% of the issued share capital of the Company as of June 30, 2024[82]. - The total number of issued shares of the company is 1,799,020,000[83]. - Wong Yam Yin and Hung So Ling, as a controlled corporation, own 706,785,600 shares, representing approximately 39.29% of the issued share capital[87]. Investment and Asset Management - The Group's investment properties recorded a fair value loss of approximately RMB325.9 million for the six months ended 30 June 2024, compared to a fair value loss of approximately RMB1.0 million for the same period in 2023[53]. - The Group's investment in Jiangsu Fangtou was reduced by RMB32,400,000 due to a decrease in paid-up share capital from RMB200,000,000 to RMB20,000,000[175]. - The Group's investment properties, completed properties for sale, and properties under development for sale were valued at approximately RMB3,883,846,000, RMB1,359,507,000, and RMB1,528,935,000, respectively, as of 30 June 2024[144].

Financial Performance - For the six months ended June 30, 2024, revenue decreased by approximately 32.7% to approximately RMB 429.7 million, compared to RMB 638.5 million for the same period in 2023[1]. - Total sales for the same period decreased by approximately 50.9% to approximately RMB 276.1 million, down from RMB 562.7 million in 2023[1]. - The loss for the period was approximately RMB 507.7 million, compared to a loss of RMB 518.9 million in the same period of 2023, primarily due to gross losses in property sales and foreign exchange losses of approximately RMB 32.4 million[1]. - Basic and diluted loss per share for the period was RMB 0.312, compared to RMB 0.285 in the same period of 2023[3]. - The company reported a pre-tax loss of RMB (531,230,000) for the six months ended June 30, 2024, compared to RMB (484,860,000) in the same period of 2023[22]. - The net loss for the six months ended June 30, 2024, was approximately RMB 507.7 million, slightly improved from a net loss of approximately RMB 518.9 million in the same period of 2023[54]. Assets and Liabilities - As of June 30, 2024, total equity amounted to approximately RMB 460.1 million, down from RMB 966.8 million as of December 31, 2023, with a net asset value per share of approximately RMB 0.26[1]. - The group held cash and bank deposits totaling approximately RMB 339.7 million as of June 30, 2024, compared to RMB 586.3 million as of December 31, 2023[1]. - Total investment properties were approximately RMB 3,883.8 million as of June 30, 2024, down from RMB 4,181.9 million as of December 31, 2023[1]. - The company's current liabilities amounted to approximately RMB 3,550,264,000, including bank loans of about RMB 594,769,000 and preferred notes of approximately RMB 3,325,383,000[9]. - The company's total liabilities as of June 30, 2024, were approximately RMB 1,147,579,000, down from RMB 1,250,816,000 as of December 31, 2023[6]. - The company has a significant amount of cross-defaulted bank loans totaling approximately RMB 2,287,787,000, which are secured by assets valued at about RMB 460,265,000[10]. Cash Flow and Financing - The net cash and cash equivalents decreased to RMB 137.4 million as of June 30, 2024, from RMB 209.3 million as of December 31, 2023[5]. - The group recorded a net loss of approximately RMB 49.9 million in other income, expenses, gains, and losses, an improvement from a net loss of RMB 126.6 million in the same period last year[49]. - Financing costs decreased from approximately RMB 162.1 million for the six months ended June 30, 2023, to approximately RMB 138.2 million for the same period in 2024, attributed to reduced interest expenses on bank loans[52]. - The average borrowing cost for the six months ended June 30, 2024, was approximately 9.3%, compared to 9.7% for the same period in 2023[57]. - The net debt-to-equity ratio as of June 30, 2024, was approximately 840.8%, up from 387.3% as of December 31, 2023[58]. - The debt-to-asset ratio was approximately 91.2% as of June 30, 2024, compared to 86.0% as of December 31, 2023[58]. Revenue Breakdown - Revenue from property development was RMB 293,467,000, down from RMB 501,002,000 year-on-year[17]. - Revenue from hotel operations decreased to RMB 48,449,000 from RMB 54,002,000 in the previous year[17]. - Revenue from property leasing increased by approximately 5.2% to RMB 87.8 million for the six months ended June 30, 2024, compared to RMB 83.5 million for the same period in 2023[43]. - The group's sales cost decreased by approximately 50.9% to RMB 355.1 million for the six months ended June 30, 2024, due to a reduction in sales costs associated with property development[45]. Operational Challenges - The group is facing increasing difficulties due to volatility in the real estate industry, which may weaken its ability to generate sufficient cash flow to meet financing obligations[11]. - The group did not acquire any new land or invest in new joint ventures during the first half of 2024, maintaining a cautious approach due to economic downturn[35]. - The group plans to expand small-scale operations, increase agency projects, and seek suitable light asset management projects and hotel business expansions in response to economic challenges[40]. - The group aims to maintain competitiveness through careful financial management and timely delivery of properties amid ongoing market challenges[40]. Corporate Governance - The audit committee reviewed the unaudited interim condensed consolidated financial statements for the six months ended June 30, 2024, and discussed risk management and internal controls with management[65]. - The company has established a Compensation Committee consisting of two independent non-executive directors and one executive director to oversee compensation policies and performance evaluations[66]. - The Nomination Committee is composed of two independent non-executive directors and one executive director, responsible for reviewing the board's structure and recommending candidates for directorship[67]. - The company has adopted the standard code for securities trading by directors as per the listing rules, confirming compliance by all directors during the review period[68].

Real Estate Market Conditions - The real estate industry experienced sluggish sales after a brief boom in Q1 2023, continuing to decline throughout the year[19]. - Economic growth slowdown and insufficient market confidence have weakened residents' willingness to purchase homes and take out loans[19]. - The overall market environment remains challenging, with limited short-term effects from government policy support[19]. - The outlook for housing sales remains weak, with expectations of continued sluggishness in the coming months due to economic conditions and consumer confidence issues[23][26]. - The Group continues to face challenges in 2024 due to tightening liquidity and aggressive pricing strategies among major real estate developers in China[23][26]. Government Policies and Support - The central government implemented policies to support the real estate market, including recognizing households with mortgage records as first-time homebuyers and issuing Circular 14 to enhance housing supply[19]. - The "Three Not Less Than" policy was introduced to meet the reasonable financing needs of real estate enterprises[19]. - The company aims to promote the healthy development of the real estate industry despite ongoing challenges[19]. Company Operations and Strategy - The company has successfully expanded its operations to eight cities across two provinces in China, including Jiangsu and Hunan[16]. - The company adheres to a corporate culture focused on creating a harmonious and healthy living environment[16]. - The company emphasizes a people-oriented principle and a prudent yet enterprising spirit in its operations[16]. - The Group plans to restructure its senior notes to improve financial sustainability and resume daily operations, indicating proactive financial management amidst challenges[22][25][28]. - The Group will adopt a cautious land acquisition strategy and seek to increase contracted construction projects to mitigate investment risks and ensure effective cash flow management[27][28]. - The Group aims to accelerate property sales and recover sales proceeds while maintaining stricter cost control measures to reduce capital expenditures[27][28]. Financial Performance - For the year ended December 31, 2023, the Group achieved total contracted sales of RMB 940.7 million, a significant decrease from RMB 1,641.4 million in 2022, reflecting a decline of approximately 42.7%[21][24][45]. - The total contracted sales area for the Group was approximately 79,417 square meters in 2023, down from 143,757 square meters in 2022, reflecting a decrease of about 44.7%[45]. - Revenue from property development decreased by 11.5% to approximately RMB2,134.2 million in 2023, with contracted sales of approximately RMB940.7 million, down from RMB1,641.4 million in 2022[92][96]. - The company's revenue decreased by approximately 10.2% from approximately RMB2,659.9 million in 2022 to approximately RMB2,387.5 million in 2023, primarily due to a decline in revenue from property sales and leasing[88]. - The Group recorded a net loss of RMB164.0 million for other income, expenses, gains, and losses in 2023, an improvement from a net loss of RMB217.2 million in 2022[113]. Property Management and Occupancy - The average occupancy rates for property leasing and hotel operations were 83.5% and 83.4% respectively, compared to 83.0% and 64.1% in 2022, indicating a slight improvement in hotel operations[21][24]. - The average room occupancy rate of the four hotels operated by the Group in 2023 was 83.4%[69]. - The average occupancy rate of the Group's completed investment properties as at 31 December 2023 was over 84.0%[66]. - The Group had leasing and operational management contracts for 8 metro station shopping malls in three cities, with a total GFA of over 34,285 sq.m and an overall occupancy rate of approximately 79.6%[67]. Investment and Land Bank - As of December 31, 2023, the Group's total land bank was approximately 856,447 sq.m., including 216,630 sq.m. of completed but unsold properties and 186,831 sq.m. of properties under development[53]. - The Group did not acquire any new land or invest in new joint ventures or associates during 2023 due to a prudent approach influenced by the economic downturn[50]. - The Group's approach to land acquisition in 2023 was notably cautious, resulting in no new land purchases[50]. - The total unsold GFA as of December 31, 2023, included approximately 216,630 sq.m. of completed properties[53]. Financial Risks and Management - The Group's net gearing ratio increased to approximately 387.3% in 2023 from 233.2% in 2022, indicating a significant rise in financial leverage[132]. - The Group's debt-to-asset ratio rose to approximately 86.0% in 2023 from 69.0% in 2022, highlighting increased indebtedness relative to total assets[133]. - The Group faces various market risks, including foreign exchange rate risk, interest rate risk, credit risk, liquidity risk, and equity price risk, which are regularly managed and monitored[179]. - The Group has established a liquidity risk management framework to monitor forecasted and actual cash flows, ensuring adequate short-term funding[197]. - The Group's liquidity risk management includes maintaining banking facilities to support short-term funding needs[197]. Cost Management and Expenses - The company's cost of sales decreased from RMB2,792.0 million in 2022 to RMB2,316.2 million in 2023, primarily due to reduced costs in property development[103]. - Selling and marketing expenses rose by approximately 49.8% to RMB96.1 million in 2023, up from RMB64.2 million in 2022, mainly due to contract costs recognized as part of these expenses[122]. - Administrative expenses decreased by approximately 2.1% to RMB160.6 million in 2023, compared to RMB164.1 million in 2022, reflecting strict cost control measures[124]. Cash Flow and Liquidity - Cash and bank balances decreased to approximately RMB586.3 million in 2023 from RMB857.4 million in 2022, primarily due to a substantial decrease in contracted sales[131]. - For the year, net cash generated from operating activities was approximately RMB382.9 million, mainly due to an increase in trade and other payables of approximately RMB1,010.6 million and a decrease in properties under development for sale of approximately RMB2,411.4 million[143]. - The Group had net cash used in financing activities of approximately RMB373.5 million for the year, primarily due to a net repayment of bank borrowings raised of approximately RMB238.3 million[152]. - As of December 31, 2023, the Group's net current liabilities were approximately RMB3,160.1 million, compared to RMB2,297.2 million as of December 31, 2022[158].

Financial Performance - Revenue for the year ended December 31, 2023, was RMB 2,387.5 million, a decrease of approximately 10.2% compared to RMB 2,659.9 million in 2022[3]. - Total contract sales decreased by 42.7% to RMB 940.7 million, down from RMB 1,641.4 million in 2022[3]. - The net loss for the year was RMB 935.0 million, compared to a net loss of RMB 995.3 million in 2022[3]. - Operating loss for the year was RMB 482.6 million, an improvement from an operating loss of RMB 621.6 million in 2022[5]. - Basic loss per share for the year was RMB 0.575, compared to RMB 0.586 in 2022[6]. - Total comprehensive loss for the year was RMB 927.8 million, slightly improved from RMB 997.2 million in 2022[6]. - The group reported a pre-tax loss of RMB 859,939 thousand in 2023, slightly improved from a loss of RMB 918,282 thousand in 2022[29]. - The company reported a loss attributable to equity shareholders of RMB 935.0 million due to gross losses from property sales and revaluation losses on investment properties[121]. Assets and Liabilities - As of December 31, 2023, total investment properties amounted to RMB 4,181.9 million, slightly up from RMB 4,119.3 million in 2022[3]. - Total current liabilities amounted to RMB 3,160,064,000, which includes bank loans of RMB 699,265,000 and preferred notes of RMB 3,304,806,000[13]. - Non-current assets totaled RMB 5,584,905,000, compared to RMB 5,377,697,000 in the previous year, reflecting an increase of 3.86%[8]. - The company's total equity decreased to RMB 966,817,000 from RMB 1,926,453,000, a decline of 49.8% year-over-year[9]. - The company’s total assets less current liabilities were RMB 7,780,107,000, down from RMB 9,022,872,000[9]. - The company’s deferred tax liabilities decreased to RMB 826,816,000 from RMB 959,289,000, a reduction of 13.8%[9]. - The company has a total outstanding bank loan default amounting to RMB 585,942,000, which has triggered cross-defaults on loans totaling approximately RMB 2,319,412,000[15]. - The company failed to pay cumulative interest of USD 80,232,000 (approximately RMB 558,784,000) on its senior notes as of December 31, 2023, compared to USD 34,139,000 (approximately RMB 237,763,000) in the previous year[16]. Cash Flow and Financing - Cash and bank deposits totaled approximately RMB 586.3 million as of December 31, 2023, down from RMB 857.4 million in 2022[3]. - The outstanding bank and other borrowings as of December 31, 2023, were approximately RMB 4,330.5 million, down from RMB 5,158.0 million in 2022[123]. - The net asset liability ratio increased to approximately 387.3% as of December 31, 2023, compared to 233.2% in 2022[123]. - The debt-to-asset ratio rose to approximately 86.0% as of December 31, 2023, compared to 69.0% in the previous year[123]. - The average borrowing cost for the group decreased to approximately 8.87% in 2023 from 10.27% in 2022[124]. Property Development and Sales - Property development revenue decreased to RMB 2,134,213 thousand in 2023 from RMB 2,410,505 thousand in 2022, representing a decline of 11.5%[28]. - The group achieved property sales revenue of approximately RMB 2,134.2 million, with a total building area of 208,660 square meters sold and delivered[90]. - The average selling price of the sold properties reached approximately RMB 10,228.2 per square meter[90]. - The total unrecognized contract sales amount as of December 31, 2023, was RMB 521.7 million, expected to be recognized upon completion and delivery of related projects in 2024[90]. - The group completed and delivered three projects in 2023, with a total saleable gross floor area of approximately 328,000 square meters, of which 188,641 square meters were sold and delivered by December 31, 2023[82]. Market Conditions and Future Outlook - The real estate market faced significant challenges in 2023, with a notable decline in contract sales and cash recovery rates due to ongoing economic recovery issues and debt default risks[79]. - The central government implemented various policies to support the real estate sector, but the short-term effects on market recovery were limited[77]. - The group plans to restructure its issued senior notes to improve financial conditions and sustainability, aiming to restore normal operations[79]. - The group anticipates continued challenges in the real estate sector due to a sluggish housing market and tightening liquidity, despite government support measures[103]. Operational Measures and Management - The company is in communication with major senior noteholders to propose a restructuring plan for the senior notes[20]. - Management is negotiating with banks to continue existing bank financing and seeking additional funding sources[20]. - The company aims to recover from the volatility in the Chinese real estate market by accelerating the sales of properties and investment properties[20]. - The company has taken measures to mitigate cash flow pressure and improve its financial situation, including stricter cost control measures[20]. - The group is taking measures to improve liquidity and financial condition amid significant uncertainties regarding its ability to continue as a going concern[74]. Employee and Governance - The total number of employees increased to approximately 581 as of December 31, 2023, from 563 in 2022[129]. - The audit committee consists of three independent non-executive directors, ensuring effective oversight of the company's financial reporting and risk management[134]. - The company has established a remuneration committee to oversee the compensation policies and structures for directors and senior management[137].

Sales Performance - For the six months ended June 30, 2023, the Group achieved total contracted sales of approximately RMB 562.7 million, a decrease of 33.4% compared to RMB 845.8 million for the same period in 2022[18]. - The Group has more than 10 projects currently on sale, with a total contracted sales area of approximately 49,866 sq.m., down from 77,261 sq.m. in the previous year[19]. - For the six months ended 30 June 2023, the Group's revenue from property sales amounted to approximately RMB501.0 million, with an average selling price of approximately RMB14,256 per sq.m. for a total gross floor area of 35,144 sq.m. sold and delivered[23][24]. - As at 30 June 2023, the Group had total unrecognised contracted sales of approximately RMB2,210.0 million, expected to be recognised in the second half of 2023 and in 2024[24]. - Revenue decreased by approximately 56.2% from approximately RMB1,457.1 million for the six months ended 30 June 2022 to approximately RMB638.5 million for the six months ended 30 June 2023, primarily due to a decrease in revenue from property development[48]. Property Leasing and Occupancy - The average occupancy rate for property leasing was approximately 80%, down from 84% in the same period last year, while the hotel operation's average occupancy rate increased to 83% from 62%[18]. - The Group's property leasing performance remained stable during the reporting period[18]. - The overall occupancy rate of the Group's investment properties was over 80% as of 30 June 2023, with completed investment properties totaling approximately 105,951 sq.m.[32]. - The Group had leasing and operational management contracts for 8 metro station shopping malls with a total leasable area of approximately 26,479 sq.m., achieving an occupancy rate of over 90%[33]. - Revenue from property leasing decreased by approximately 17.2% to approximately RMB83.5 million, primarily due to the disposal of Zhuzhou Golden Wheel Times Square completed in July 2022[54]. Hotel Operations - Hotel operation business increased by 81.5% compared to the corresponding period of last year[18]. - Revenue from hotel operation increased by approximately 81.5% to approximately RMB54.0 million, driven by the rebound in domestic travel following the easing of COVID-19 restrictions[55]. - Average room occupancy rate for the Group's four operational hotels was approximately 83% during the reporting period[35]. - The Group's hotel business recorded a gross profit margin of approximately 20.2%, an improvement from a gross loss margin of approximately 21.4% in the previous year[61]. - The Group's hotel operation achieved a gross profit margin of approximately 20.2% for the six months ended 30 June 2023, compared to a gross loss margin of approximately 21.4% in 2022[66]. Financial Performance - Gross profit decreased substantially by approximately 196.0% to a gross loss of approximately RMB84.6 million, attributed to reduced sales prices and increased inventory impairment losses[63]. - The gross loss margin for property development was approximately 33.6% for the six months ended 30 June 2023, compared to a gross profit margin of approximately 0.4% in the same period last year[64]. - The gross profit margin for property leasing slightly decreased from approximately 88.2% to approximately 87.2% due to the disposal of Zhuzhou Golden Wheel Times Square[65]. - The net loss for other income, expenses, gains, and losses was approximately RMB126.6 million for the six months ended 30 June 2023, an improvement from a net loss of RMB143.9 million in the same period of 2022[72]. - The Group incurred a net loss of approximately RMB518.9 million for the six months ended 30 June 2023, compared to a net loss of RMB360.0 million for the same period in 2022[83]. Debt and Financial Stability - The Group announced a debt restructuring of senior notes in March 2023 to improve financial stability and sustainability[17]. - The Group faced a default on bank loans totaling approximately RMB634.5 million as of 30 June 2023, which were originally due in October 2022[88]. - The total cost of borrowings for the six months ended June 30, 2023, was approximately RMB250.8 million, a decrease of approximately RMB61.5 million or 19.7% compared to RMB312.3 million in the same period of 2022[96]. - The net gearing ratio as of June 30, 2023, was approximately 327.7%, up from 223.2% as of December 31, 2022[101]. - The debt-to-asset ratio was approximately 73.7% as of June 30, 2023, compared to 69.0% as of December 31, 2022[102]. Corporate Governance and Compliance - The company has adhered to the corporate governance code provisions during the six months ended June 30, 2023, with minor deviations noted[154]. - The Company has established an Audit Committee consisting of three independent non-executive Directors with sufficient accounting and financial management expertise[160]. - The Audit Committee reviewed the unaudited interim condensed consolidated financial statements for the six months ended 30 June 2023[162]. - The Company aims to ensure timely, fair, accurate, and complete information disclosure to enable informed decision-making by shareholders and investors[174]. - The Company has taken measures to ensure effective communication with shareholders, including regular updates through its website and direct contact options[173]. Shareholder Information - As of June 30, 2023, the total number of issued shares of the Company was 1,799,020,000[117]. - Wong Yam Yin and his family control 706,785,600 shares, representing approximately 39.29% of the issued share capital[114]. - The total long positions in shares and underlying shares held by directors amounted to 736,475,600, which is 40.94% of the issued share capital[114]. - The Company has a significant concentration of ownership among its directors, with the top four directors holding a combined total of 736,475,600 shares[114]. - The interests of the directors in the Company’s shares and debentures reflect a strong alignment with shareholder interests[125].