截至6月3日收盘，粤港湾控股（01396.HK）报3.110港元，较上个交易日下跌0.64%，当日盘中最高价触 及3.220港元，创近一年新高。 粤港湾控股有限公司(原毅德国际控股)是香港联交所主板上市企业(股份代号:01396.HK),是全国地产百 强之星,位列湾区地产50强TOP19、品牌价值TOP10。公司以"赋能城市未来,成就美好生活"为企业愿景, 以"智创品质生活"为品牌理念,致力于构建和谐的客户、企业、政府、员工、自然环境等关联方共赢的 产业生态系统。重点聚焦粤港澳大湾区,以大湾区为总部基地和战略价值高地,同时在其他区域,尤其是省 会城市,寻找发展高周转商住项目的机会。 作者：港股君 （以上内容为金融界基于公开消息，由程序或算法智能生成，不作为投资建议或交易依据。） 资金流向方面，当日主力流入847.320万港元，流出676.360万港元，净流入170.96万港元。 本文源自：金融界 2020年,传承"以产促城、繁荣城市"的企业基因,公司战略升级和产业转型,全新定位为"新生态产城服务 商",同时更名为"粤港湾控股有限公司"。形成"城市更新、产业园区、特色小镇、品质社区、商业服 务"和基建、金融等多 ...

Core Viewpoint - Guangdong-Hong Kong-Macau Holdings has successfully completed a debt restructuring plan, potentially becoming the first domestic real estate company to clear its offshore US dollar bonds amid a challenging real estate market and a wave of defaults [1][2]. Group 1: Debt Restructuring Details - On May 7, 2025, the company announced the successful modification of terms for approximately $440 million in bonds due in 2029, with a high approval rate of 98.33% [1]. - The restructuring plan involves issuing mandatory convertible bonds at 55% of the principal to redeem the existing US dollar bonds, along with a 0.15% cash consent fee and an additional 10% in convertible bonds as incentives for supportive investors [1][2]. - The conversion price for the convertible bonds is set at HKD 5.5 per share [1]. Group 2: Financial Impact - Following the redemption of the US dollar bonds through the convertible bonds, the company's interest-bearing debt ratio is projected to decrease significantly from 45.3% to 19.5%, optimizing its capital structure and reducing financial burdens [2]. - This proactive approach to debt restructuring demonstrates the management's forward-looking risk awareness and commitment to transformation [2]. Group 3: Future Strategy and Industry Implications - The company aims to enhance operational efficiency of quality assets, introduce new productive business lines, and leverage technological innovation to diversify its portfolio and improve profitability [3]. - The successful restructuring serves as a potential model for other domestic real estate companies facing debt challenges, showcasing a new approach to self-rescue and reform in the industry [3]. - This move may signal a rebuilding of confidence in the real estate sector as policies gradually support structural adjustments [3].

资料显示，粤港湾控股有限公司(原毅德国际控股)是香港联交所主板上市企业(股份代号:01396.HK),是 全国地产百强之星,位列湾区地产50强TOP19、品牌价值TOP10。公司以"赋能城市未来,成就美好生 活"为企业愿景,以"智创品质生活"为品牌理念, 致力于构建和谐的客户、企业、政府、员工、自然环境 等关联方共赢的产业生态系统。重点聚焦粤港澳大湾区,以大湾区为总部基地和战略价值高地,同时在其 他区域,尤其是省会城市,寻找发展高周转商住项目的机会。 2020年,传承"以产促城、繁荣城市"的企业基因,公司战略升级和产业转型,全新定位为"新生态产城服务 商",同时更名为"粤港湾控股有限公司"。形成"城市更新、产业园区、特色小镇、品质社区、商业服 务"和基建、金融等多个业务模式。实行"毅德"和"粤港湾"双品牌运作,"毅德"品牌继续发展商贸物流产 业,全新的"粤港湾"品牌拓展精品住宅、城市更新等业务。 以"产业引领"为发展理念,坚持以产促城,以城 兴产,大力促进产城融合、城乡融合、乡村振兴。 （以上内容为金融界基于公开消息，由程序或算法智能生成，不作为投资建议或交易依据。） 机构评级方面，目前暂无机构对该股做出投资 ...

Financial Performance - The Group recorded contracted sales amount of approximately RMB1,157.1 million for FY2024, a decrease of approximately 46.0% compared to RMB2,143.8 million in FY2023[18]. - The Group's revenue for FY2024 was approximately RMB2,602.7 million, down from approximately RMB3,530.5 million in FY2023, primarily due to a shift in the trading business model[19]. - Revenue from property development and related services increased by 55.8% to approximately RMB2,602.7 million in FY2024, compared to RMB1,670.7 million in FY2023, driven by an increase in the area of properties delivered[19]. - The Group recorded a gross loss of approximately RMB622.7 million in FY2024, compared to a gross profit of approximately RMB21.2 million in FY2023, attributed to unfavorable market conditions in the real estate sector[25]. - The loss before taxation for FY2024 was RMB 1,574,995, worsening from a loss of RMB 1,026,708 in FY2023[73]. - The Group's net assets fell to RMB 100,207, down from RMB 2,244,433 in 2023, indicating a decline of 95.5%[74]. Cost and Expenses - The total cost of sales for FY2024 was approximately RMB3,225.4 million, representing an increase of 95.0% from RMB1,653.7 million in FY2023, largely due to increased delivered area and a significant decrease in average selling price[20]. - Selling and distribution costs decreased by 42.8% to approximately RMB66.2 million in FY2024 from RMB115.8 million in FY2023, aligning with a 46.0% drop in contracted sales[27]. - Administrative expenses fell by 51.1% to approximately RMB79.1 million in FY2024 from RMB161.9 million in FY2023, due to cost-cutting measures in response to adverse market conditions[28]. - Impairment losses recognized in FY2024 were approximately RMB417.2 million, up from RMB292.4 million in FY2023, reflecting further declines in asset values[29]. - Other losses for FY2024 amounted to approximately RMB248.0 million, while FY2023 recorded other gains of approximately RMB208.9 million[26]. Assets and Liabilities - As of December 31, 2024, the total land bank with confirmed land use rights was approximately 4.8 million sq.m., down from 7.3 million sq.m. as of December 31, 2023[18]. - The total assets less current liabilities decreased to RMB 4,854,693 from RMB 6,616,920 in 2023, reflecting a decline of 26.5%[74]. - Current assets dropped significantly to RMB 11,021,786 from RMB 16,186,827, a decrease of 31.9%[74]. - The Group's bank loans and other borrowings as of December 31, 2024, were approximately RMB2,360.6 million, a decrease from RMB2,995.5 million as of December 31, 2023[47]. - Total borrowings amounted to RMB 5,728.0 million, a decrease of approximately 10.2% from RMB 6,376.3 million in 2023[48]. - Contingent liabilities related to mortgage guarantees decreased to approximately RMB 1,896.4 million in 2024 from RMB 2,449.6 million in 2023, reflecting a reduction of about 22.5%[50]. Financing and Capital Management - The Group aims to actively expand financing channels and improve its maturity profile to reduce financing costs and strengthen fund management[69]. - Finance costs in FY2024 were approximately RMB68.0 million, a significant decrease of 76.8% from RMB293.2 million in FY2023, primarily due to reduced bank loans and interest expenses[36]. - Capital commitments for construction and development contracts as of December 31, 2024, were RMB 1,638.2 million, down from RMB 2,883.7 million in 2023, indicating a decline of approximately 43.1%[53]. - The current ratio improved slightly to 1.41 in 2024 from 1.39 in 2023, while the gearing ratio increased to 45.3% from 35.0%, indicating a higher level of financial leverage[55]. Workforce and Operations - The Group's total staff costs for FY2024 were approximately RMB 58.4 million, a significant decrease of about 43.6% compared to RMB 103.6 million in FY2023[62]. - The Group had 194 employees as of December 31, 2024, down from 241 employees in 2023, reflecting a reduction in workforce[66]. - The Group continues to focus on property development and urban renewal projects in the Greater Bay Area[77]. Corporate Governance and Compliance - The Board does not recommend the payment of a final dividend for FY2024, consistent with FY2023[89]. - The Company has received annual confirmations of independence from all independent non-executive Directors[133]. - The Covenantors have confirmed compliance with the Non-Competition Deed during FY2024[145]. - The Company has a three-year service contract with each Director, with no contracts that are not determinable within one year without compensation[134]. - No Directors had material beneficial interests in any significant contracts or transactions related to the Group's business during FY2024[135]. Share Capital and Options - The maximum number of shares that may be issued under the Share Option Scheme is 40,148,440 shares, representing approximately 8.85% of the total issued shares of the Company[110]. - As of 31 December 2024, the total number of outstanding shares involved in the Share Option Scheme was 1,282,500 shares, representing approximately 0.16% of the shares in issue of the Company[127]. - The exercise price per share for the outstanding share options is HK$4.6784, determined by the Board[120]. - The total number of outstanding share options as of December 31, 2024, is 1,282,500 after accounting for lapses and cancellations[128]. - The Company entered into subscription agreements for a total of 89,000,000 new Shares at a subscription price of HK$0.1 per Share, resulting in gross proceeds of HK$8,900,000[183][185]. Market Outlook - The government is expected to continue efforts to stabilize the real estate market, including reducing housing loan interest rates and transaction fees, which may positively impact the Group's operations[67]. - The Directors believe that the fundraising activities are strategically significant for the Group's growth and development[198].

Financial Performance - Total revenue for the fiscal year ending December 31, 2024, was RMB 2,602.7 million, a decrease of 26.2% compared to RMB 3,530.5 million in 2023[4] - Gross loss for the fiscal year was RMB 622.7 million, compared to a gross profit of RMB 21.2 million in the previous year[4] - The net loss for the year was RMB 2,041.3 million, an increase of 69.0% from RMB 1,205.6 million in 2023[5] - The group reported a pre-tax loss of RMB 68,035,000 for 2024, a decrease from a loss of RMB 293,190,000 in 2023, indicating an improvement in financial performance[23] - The group recorded a negative gross profit of approximately RMB 622.7 million in fiscal year 2024, compared to a gross profit of RMB 21.2 million in fiscal year 2023, attributed to unfavorable operating conditions in the Chinese real estate market[40] - Other losses for fiscal year 2024 amounted to approximately RMB 248.0 million, compared to other income of RMB 208.9 million in fiscal year 2023[41] Assets and Liabilities - Total non-current assets decreased to RMB 1,636.1 million from RMB 2,035.1 million in 2023, reflecting a decline of 19.6%[6] - Current assets dropped to RMB 11,021.8 million from RMB 16,186.8 million, a decrease of 31.9%[6] - Current liabilities decreased to RMB 7,803.2 million from RMB 11,605.0 million, a reduction of 32.4%[6] - The total non-current liabilities increased to RMB 4,754,486,000 in 2024 from RMB 4,372,487,000 in 2023[10] - The company's cash and cash equivalents were only RMB 13,057,000 as of December 31, 2024[10] - As of December 31, 2024, the company's net current assets were RMB 3,218,611,000, a decrease from RMB 4,581,847,000 in 2023[10] - The group’s bank loans and other borrowings as of December 31, 2024, were approximately RMB 2,360.6 million, a decrease from RMB 2,995.5 million in the previous year[50] Impairment and Losses - The company reported a significant increase in impairment losses on financial assets, rising to RMB 417.2 million from RMB 292.4 million in the previous year[4] - The impairment loss on trade and other receivables increased significantly from RMB 292,436 thousand in 2023 to RMB 417,159 thousand in 2024, an increase of approximately 42.6%[25] - The company reported a significant increase in land value-added tax from RMB 108,282 thousand in 2023 to RMB 433,256 thousand in 2024, an increase of approximately 300%[25] Cash Flow and Financing - The company has a good track record and relationship with banks, enhancing its ability to extend and renew bank loans[12] - The company has received ongoing financial support from its controlling shareholder, who confirmed that they would not demand repayment of related borrowings within the next 12 months if the company's financial situation is insufficient[12] - The group has sufficient operating funds to meet its financial obligations due within the next 12 months, based on its ongoing business operations[13] - The company will continue to actively expand financing channels and optimize debt structure to reduce financing costs[37] - Financing costs for fiscal year 2024 were approximately RMB 68.0 million, a significant reduction of 76.8% from RMB 293.2 million in fiscal year 2023, primarily due to lower interest expenses on bank loans and notes[46] Market and Strategic Focus - The company plans to focus on market expansion and new product development to improve future performance[3] - The group aims to accelerate the sales of completed properties and improve cash flow from sales, with unsold properties and investment properties valued at approximately RMB 30 billion and RMB 1.3 billion, respectively, as of December 31, 2024[16] - The company plans to enhance sales collection and optimize innovative sales strategies to accelerate inventory turnover[37] - The company aims to strengthen execution quality improvement strategies to enhance product and service quality[37] Employee and Operational Changes - Employee costs decreased from RMB 103,583 thousand in 2023 to RMB 58,441 thousand in 2024, representing a reduction of approximately 43.5%[24] - The total employee cost for the fiscal year 2024 is approximately RMB 58.4 million, a significant decrease from 103.6 million in the previous fiscal year[57] - As of December 31, 2024, the company had 194 employees, down from 241 employees as of December 31, 2023[57] Governance and Compliance - The company has fully complied with the corporate governance code as per the listing rules during the fiscal year[62] - The audit committee consists of three independent non-executive directors, overseeing financial reporting and risk management[66] - The independent auditor's report confirmed that the consolidated financial statements reflect the group's financial position accurately as of December 31, 2024[68] Future Outlook and Concerns - The company faces significant uncertainty regarding its ability to continue as a going concern due to its financial situation[11] - The group faces significant uncertainty regarding its ability to continue as a going concern due to financial obligations and market conditions[69] - The government is expected to promote stabilization in the real estate market, including reducing housing loan interest rates and transaction taxes[35]

Financial Performance - Total revenue for the fiscal year ending December 31, 2024, was RMB 2,602,700,000, a decrease of 26.2% compared to RMB 3,530,521,000 in 2023[4] - Gross loss for the fiscal year was RMB 622,705,000, compared to a gross profit of RMB 21,156,000 in the previous year[4] - The net loss for the year was RMB 2,041,311,000, an increase of 69.1% from RMB 1,205,615,000 in 2023[5] - Basic and diluted loss per share was RMB 331.9, compared to RMB 267.7 in the previous year[4] - The group reported a loss of RMB 2,041,311,000 for the fiscal year ending December 31, 2024[69] - The group recorded a negative gross profit of approximately RMB 622.7 million for fiscal year 2024, compared to a gross profit of RMB 21.2 million in fiscal year 2023, attributed to unfavorable operating conditions in the Chinese real estate market[40] - The group has incurred a pre-tax loss of RMB 68,035,000 for 2024, a decrease from RMB 293,190,000 in 2023, indicating improved financial performance[23] Assets and Liabilities - Total non-current assets decreased to RMB 1,636,082,000 from RMB 2,035,073,000 in 2023[6] - Current assets decreased to RMB 11,021,786,000 from RMB 16,186,827,000 in 2023[6] - Total current liabilities decreased to RMB 7,803,175,000 from RMB 11,604,980,000 in 2023[6] - The total non-current liabilities increased to RMB 4,754,486,000 in 2024 from RMB 4,372,487,000 in 2023[10] - As of December 31, 2024, the company's net current assets were RMB 3,218,611,000, a decrease from RMB 4,581,847,000 in 2023[10] - The company's land reserves as of December 31, 2024, were approximately 4.8 million square meters, down from 7.3 million square meters as of December 31, 2023[34] - Trade and other payables totaled RMB 2,928.5 million in 2024, down from RMB 3,894.3 million in 2023[10] - The group’s bank loans and other borrowings were approximately RMB 2,360.6 million as of December 31, 2024, a decrease from RMB 2,995.5 million as of December 31, 2023[50] Cash Flow and Liquidity - The cash and cash equivalents were only RMB 13,057,000, indicating liquidity challenges[10] - The group has taken measures to improve liquidity and financial condition amid challenging market conditions[69] - The group plans to strengthen cash flow management and control costs while seeking cooperation opportunities with domestic and international investors for business development[48] - The group has seen a significant reduction in cash pledged for pre-sold properties, from RMB 314.5 million in 2023 to RMB 100.4 million in 2024[9] Financial Support and Debt Management - The company successfully obtained support from the majority of preferred noteholders for debt restructuring, extending the maturity of most offshore debts from April 2023 to April 2029[12] - The company has received ongoing financial support from its controlling shareholder, who confirmed that they would not demand repayment of related borrowings within the next 12 months if the company's financial situation is insufficient[12] - The company aims to actively expand financing channels and optimize debt structure to lower financing costs and strengthen capital management[37] - The company has issued new notes totaling USD 413.6 million with a reduced annual interest rate of 4.5%, extending the maturity date to April 28, 2029[33] Operational Efficiency - The group is actively taking measures to control sales, distribution costs, and administrative expenses to enhance operational efficiency[13] - Employee costs decreased from RMB 103,583 thousand in 2023 to RMB 58,441 thousand in 2024, representing a reduction of approximately 43.5%[24] - Administrative expenses decreased by approximately 51.1% to RMB 79.1 million in fiscal year 2024 from RMB 161.9 million in fiscal year 2023, due to cost-cutting measures[43] - The company is focusing on enhancing product and service quality while controlling costs to improve efficiency and profitability[37] Market Conditions and Future Outlook - The company faces significant uncertainty regarding its ability to continue as a going concern due to its financial situation[11] - The group has significant uncertainty regarding its ability to continue as a going concern, depending on market conditions and financing arrangements[14] - The government is expected to continue promoting stabilization in the real estate market, including reducing housing loan interest rates and transaction taxes[35] - The company plans to enhance sales collection through optimized innovative sales strategies and improve operational quality to boost cash flow and investment returns[37] Compliance and Governance - The company confirmed compliance with corporate governance codes and listing rules throughout the fiscal year[62] - The audit committee has recommended the board approve the audited consolidated financial statements for the fiscal year 2024[67] - The independent auditor confirmed that the consolidated financial statements reflect the group's financial position accurately as of December 31, 2024[68] - The audit committee consists of three independent non-executive directors, overseeing financial reporting and risk management[66] Other Notable Events - The company did not recommend the payment of a final dividend for the fiscal year 2024, consistent with the previous fiscal year[58] - On December 4, 2024, the company agreed to sell its entire stake in Fanri Limited for HKD 36.0 million, with no other significant acquisitions or disposals reported for the fiscal year[55] - There were no share buybacks or sales by the company or its subsidiaries during the fiscal year ending December 31, 2024[60] - No significant subsequent events were reported that would materially affect the company after the reporting period[61] - The annual report for the fiscal year 2024 will be published on the company's website and the stock exchange's website[70]

Sales Performance - Contracted sales in the first half of 2024 decreased by 57.6% to approximately RMB565.3 million compared to the same period in 2023 (RMB1,334.6 million)[9] - Residential property sales accounted for 91.6% of total sales, while commercial and other properties accounted for 8.4%[9] - Contracted sales for the first half of 2024 were approximately RMB565.3 million, a decrease of 57.6% compared to RMB1,334.6 million in the same period last year, with residential property sales accounting for 91.6% and commercial and other property sales accounting for 8.4%[13] - Revenue from property sales increased to RMB 845.819 million in the first half of 2024, up from RMB 370.044 million in the same period in 2023[94] - Revenue from residential property sales rose to RMB 407.689 million in H1 2024, compared to RMB 206.636 million in H1 2023[95] - Revenue from commercial property sales grew to RMB 438.130 million in H1 2024, up from RMB 163.408 million in H1 2023[95] Revenue and Costs - Revenue for the six months ended 30 June 2024 was approximately RMB861.7 million, a decrease of 46.9% compared to RMB1,624.2 million in the same period last year, primarily due to a significant drop in transaction volume and a change in the operating model of the trading business[10][14] - Revenue from property development and related services increased by 92.3% to approximately RMB861.7 million, driven by an increase in delivered area of properties[10][14] - Total cost of sales for the Period was approximately RMB1,226.0 million, with property development and related services cost of sales increasing by 84.6% to RMB1,225.1 million, in line with the increase in delivered area of property[11][15] - The Group recorded a gross loss of approximately RMB364.3 million, compared to a gross loss of RMB213.5 million in the same period last year, mainly due to a severe decline in the average selling price of properties and a write-down of inventories amounting to approximately RMB205.5 million[12][16] - Revenue for the six months ended 30 June 2024 was RMB 861.7 million, a significant decrease from RMB 1,624.2 million in the same period in 2023[70] - Gross loss for the six months ended 30 June 2024 was RMB 364.3 million, compared to a gross loss of RMB 213.5 million in the same period in 2023[70] - Loss from operations before fair value gain on investment properties was RMB 922.9 million for the six months ended 30 June 2024, compared to RMB 283.2 million in the same period in 2023[70] - Loss for the period attributable to equity shareholders of the company was RMB 1,028.3 million for the six months ended 30 June 2024, compared to RMB 659.1 million in the same period in 2023[70] - The company's total revenue from contracts with customers and other sources was RMB 861.703 million in H1 2024, down from RMB 1.624 billion in H1 2023[94] - Reportable segment revenue for property development and related services in 2024 was RMB 861,703 thousand, a decrease from RMB 1,624,180 thousand in 2023[101] - Reportable segment loss (adjusted LBITDA) for 2024 was RMB (444,547) thousand, compared to RMB (373,817) thousand in 2023[101] - Impairment loss, net for 2024 was RMB (477,461) thousand, significantly higher than RMB (109,240) thousand in 2023[101] - Fair value loss on investment properties for 2024 was RMB (41,785) thousand, a decrease from RMB (412,000) thousand in 2023[101] - Loss before taxation for 2024 was RMB (1,027,236) thousand, compared to RMB (889,857) thousand in 2023[102] - Net gain on disposal of subsidiaries in 2023 was RMB 203,126 thousand, while there was no such gain in 2024[103] - Loss attributable to equity shareholders increased to RMB 1,028,298 thousand in 2024 from RMB 659,088 thousand in 2023[116] - Basic loss per share increased to RMB 218.6 cents in 2024 from RMB 145.3 cents in 2023[116] - Weighted average number of ordinary shares increased to 470,360 thousand in 2024 from 453,735 thousand in 2023[116] Financial Position - The Group's total land bank with confirmed land use rights was approximately 7.1 million sq.m. as of 30 June 2024[9] - Total cash balances (including pledged and restricted cash) as of 30 June 2024 were RMB345.4 million, down from RMB594.4 million as of 31 December 2023[26] - Bank loans and other borrowings as of 30 June 2024 amounted to RMB2,788.9 million, a decrease from RMB2,995.5 million as of 31 December 2023[27] - Senior notes as of 30 June 2024 were RMB3,267.0 million, slightly up from RMB3,221.9 million as of 31 December 2023[27] - Contingent liabilities related to mortgage guarantees increased to RMB2,891.4 million as of 30 June 2024 from RMB2,449.6 million as of 31 December 2023[30] - Capital commitments for construction and development contracts as of 30 June 2024 were RMB2,558,983 thousand, down from RMB2,883,733 thousand as of 31 December 2023[33] - Current ratio decreased to 1.33 as of 30 June 2024 from 1.39 as of 31 December 2023[37] - Gearing ratio increased to 37.0% as of 30 June 2024 from 35.0% as of 31 December 2023[37] - The Group's total staff costs for the period were approximately RMB34.1 million, a decrease from RMB48.6 million in the same period last year[39] - As of 30 June 2024, the Group had 236 employees, down from 241 employees as of 31 December 2023[39] - The Group has no material foreign exchange exposure, with most operations conducted in Renminbi and only minor exposure from overseas deposits and foreign currency borrowings[39][41] - The Group did not make any material acquisitions or disposals of subsidiaries, associates, or joint ventures during the period[39][42] - The domestic real estate market continues to decline, with contract sales and sales area experiencing double-digit declines in the first half of 2024[43] - The nationwide destocking cycle for commercial housing exceeds two years[43] - The Group plans to strengthen sales collections and accelerate inventory turnover through optimized sales strategies[45][46] - The Group will focus on controlling costs and expenses to improve efficiency and ensure coordinated development[45][46] - The Group aims to expand financing channels, optimize debt structure, and reduce financing costs[45][46] - The Group will actively explore investment opportunities in the Greater Bay Area, leveraging regional economic and industrial development potential[45][46] - The total issued share capital of the company as of 30 June 2024 is 542,735,400 shares[49][53][54] - The total number of outstanding shares under the Share Option Scheme as of 30 June 2024 was 2,100,000 shares, representing approximately 0.39% of the company's issued shares[56] - No options or awards were granted by the company during the six months ended 30 June 2024[56] - The options granted on 26 June 2022 vest and are exercisable in three tranches: 30% on 1 April 2023, 30% on 1 April 2024, and 40% on 1 April 2025[57] - The company has complied with the Corporate Governance Code (CG Code) as set out in Appendix C1 to the Listing Rules during the period[60] - The Audit Committee consists of three independent non-executive directors: Mr. Han Qinchun (Chairman), Mr. Guan Huanfei, and Mr. Chen Yangsheng[63] - The company's unaudited condensed consolidated interim results for the period were reviewed by the Audit Committee, confirming compliance with applicable accounting principles and standards[63] - The company did not declare any interim dividend for the six months ended 30 June 2023[67] - The company issued 89,000,000 new shares at a subscription price of HK$0.1 per share, raising gross proceeds of HK$8,900,000[67] - Net proceeds from the share subscription were approximately HK$8,400,000 after deducting related costs and expenses[67] - All net proceeds were used for the group's general working capital as of 30 June 2024[67] - The share subscription involved eight subscribers, including seven PRC residents and one BVI company[67] - The company's audit committee reviewed the unaudited interim financial statements and confirmed compliance with accounting principles[66] - The audit committee consists of three independent non-executive directors[66] - The company complied with the Corporate Governance Code during the reporting period[64] - All directors confirmed compliance with the Model Code for securities transactions[65] - The company did not purchase, sell, or redeem any of its listed securities during the reporting period[67] - The company issued 89,000,000 new shares on 28 May 2024, bringing the total issued shares to 542,735,400 as of 30 June 2024[68] - The company issued new senior notes with a principal amount of US$413.6 million on 28 April 2023, and the outstanding principal amount of the new notes was US$439.1 million as of 25 October 2023[68] - The interest rate on the new senior notes was reduced from 7.0% per annum to 4.5% per annum, and the maturity date was extended from 28 April 2026 to 28 April 2029[68] - The company did not hold any significant investments (representing 5% or more of total assets) as of 30 June 2024, but is exploring investment opportunities[69] - Loss for the period increased to RMB 1,027,825 thousand in 2024 from RMB 740,865 thousand in 2023, representing a 38.7% increase in losses[71] - Total comprehensive loss for the period rose to RMB 1,038,892 thousand in 2024 compared to RMB 800,373 thousand in 2023, a 29.8% increase[71] - Investment properties decreased to RMB 1,618,315 thousand in 2024 from RMB 1,660,100 thousand in 2023, a 2.5% decline[72] - Inventories and other contract costs reduced to RMB 10,852,682 thousand in 2024 from RMB 11,694,419 thousand in 2023, a 7.2% decrease[72] - Trade and other receivables dropped to RMB 2,675,787 thousand in 2024 from RMB 3,468,927 thousand in 2023, a 22.9% reduction[72] - Net current assets decreased to RMB 3,509,237 thousand in 2024 from RMB 4,581,847 thousand in 2023, a 23.4% decline[72] - Total assets less current liabilities fell to RMB 5,624,317 thousand in 2024 from RMB 6,616,920 thousand in 2023, a 15.0% decrease[72] - Senior notes increased to RMB 3,154,398 thousand in 2024 from RMB 3,109,999 thousand in 2023, a 1.4% rise[73] - Net assets declined to RMB 1,213,296 thousand in 2024 from RMB 2,244,433 thousand in 2023, a 45.9% decrease[73] - Total equity attributable to equity shareholders dropped to RMB 1,208,365 thousand in 2024 from RMB 2,238,655 thousand in 2023, a 46.0% reduction[73] - Total comprehensive loss for the six months ended 30 June 2024 was RMB 1,038,045 thousand, with a net loss of RMB 1,028,298 thousand and other comprehensive loss of RMB 9,747 thousand[79] - The company issued new shares amounting to RMB 8,106 thousand, with transaction costs of RMB 456 thousand[79] - Retained profits decreased significantly to RMB (1,985,276) thousand as of 30 June 2024, compared to RMB (956,978) thousand at the end of 2023[79] - Non-controlling interests decreased to RMB 4,931 thousand as of 30 June 2024, down from RMB 5,778 thousand at the end of 2023[79] - Total equity as of 30 June 2024 was RMB 1,213,296 thousand, a decrease from RMB 2,244,433 thousand at the end of 2023[79] - Operating cash flow decreased to RMB 606.7 million in H1 2024 from RMB 674.9 million in H1 2023, reflecting a decline in cash generated from operations[82] - Net cash outflow from acquisitions and disposals of subsidiaries was RMB 0 in H1 2024, compared to RMB 14.0 million in H1 2023[82] - Proceeds from new shares issuance amounted to RMB 7.7 million in H1 2024, with no comparable activity in H1 2023[83] - Net cash used in financing activities was RMB 611.6 million in H1 2024, slightly higher than RMB 592.3 million in H1 2023[83] - Cash and cash equivalents decreased by RMB 1.4 million in H1 2024, compared to an increase of RMB 68.7 million in H1 2023[83] - The company's cash and cash equivalents stood at RMB 25.7 million as of 30 June 2024, down from RMB 145.2 million as of 30 June 2023[83] - The interim financial report was authorized for issue on 28 August 2024, prepared in accordance with IAS 34 and IFRS standards effective from 1 January 2024[84] - The financial statements include comparative information derived from the 2023 annual financial statements, which were audited with an unqualified opinion[85] - The Group incurred a loss of RMB1,027,825,000 for the six months ended 30 June 2024[86] - As of 30 June 2024, the Group had net current assets of RMB3,509,237,000[86] - The Group's current portion of bank loans and other borrowings amounted to RMB1,575,201,000 as of 30 June 2024[86] - The Group's cash and cash equivalents and bank balance of advanced proceeds received from property purchasers amounted to RMB25,714,000 and RMB217,818,000, respectively, as of 30 June 2024[86] - The Group's current portion of bank loans and other borrowings reduced to RMB1,124,841,000 as of the report date due to timely repayments and extensions[86] - The Group was unable to repay the principal and interest on October 2023 Senior Notes amounting to approximately US$15,801,000 and US$4,377,000 (equivalent to RMB112,611,000 and RMB31,194,000), respectively[86] - The Group's inability to repay the October 2023 Senior Notes may lead to an event of default and immediate repayment demands[86] - The directors believe the Group will have sufficient working capital to meet financial obligations within the next 15 months from 30 June 2024[90] - Material uncertainty exists regarding the Group's ability to arrange sufficient financing through refinancing or renewal of bank borrowings and operating cash flows from property sales[90] - The Group's financial statements for the six months ended 30 June 2024 were prepared on a going concern basis[90] - The company operates two main business segments: Property development and related services, and Trading business (non-ferrous metal)[96] - Segment performance is measured using "adjusted LBITDA" (adjusted losses before interest, taxes, depreciation, and amortisation)[98] - Reportable segment assets as of 30 June 2024 were RMB 15,717,551 thousand, down from RMB 17,561,172 thousand in 2023[101] - Reportable segment liabilities as of 30 June 2024 were RMB 14,438,875 thousand, compared to RMB 15,278,790 thousand in 2023[101] - Finance costs for 2024 were RMB 65,985 thousand, a decrease from RMB 211,398 thousand in 2023[101] - Depreciation and amortisation for 2024 was RMB 2,671 thousand, down from RMB 8,981 thousand in 2023[101] - Depreciation and amortization for plant and equipment decreased to RMB 1,203 thousand in 2024 from RMB 6,711 thousand in 2023[105] - Net impairment losses on trade and other receivables increased significantly to RMB 477,461 thousand in 2024 from RMB 98,695 thousand in 2023[105] - Cost of inventories sold for properties increased to RMB 1,018,139 thousand in 2024 from RMB 498,257 thousand in 2023[105] - Current tax expense for PRC Corporate Income Tax decreased to RMB 330 thousand in 2024 from RMB 4,131 thousand in 2023[106] - Provision for PRC Land Appreciation Tax increased to RMB 87,127 thousand in 2024 from a negative provision of RMB 19,686 thousand in 2023[106] - Deferred tax reversal of temporary differences decreased to RMB 86,868 thousand in 2024 from RMB 133,437 thousand in 2023[106] - PRC Land Appreciation Tax is calculated based on 6% to 8% of revenue for certain subsidiaries[113] - The Group acquired property, plant and equipment with a cost of RMB264,000 during the six months ended 30 June 2024, compared to nil in the same period in 2023

Economic Performance - In 2023, China's GDP reached RMB 126 trillion, with a year-on-year increase of 5.2%, which is 2.2% faster than in 2022[21]. - The outlook for 2024 indicates continued challenges in the real estate market, but potential easing of financing pressure due to supply-side reforms[35]. Company Strategy and Development - The company continues to develop the trade centre business under the brand "HYDOO" while expanding various sectors under the "YOUNGO" brand, including high-end housing and urban renewal[6]. - The company underwent strategic restructuring in 2019, bringing in strategic shareholders to enhance financial resources and operational experience for innovative development[5]. - The company aims to build a harmonious industrial ecosystem that includes customers, companies, governments, employees, and the natural environment[4]. - The company has positioned itself as a "new ecological industrial city service provider" to better serve the national strategy of the Greater Bay Area[5]. - The dual-brand operation of "HYDOO" and "YOUNGO" was implemented to diversify business offerings and enhance market presence[5]. - The company is focused on the Guangdong-Hong Kong-Macao Greater Bay Area, viewing it as a strategic highland for residential and urban renewal projects[4]. - The company’s headquarters is located in the Greater Bay Area, emphasizing its commitment to regional development[4]. - The company’s strategic upgrade in 2020 was based on the corporate gene of "driving urban prosperity with industrial development"[5]. Financial Performance - The Group recorded a loss of approximately RMB1,205.6 million in 2023, a significant reduction from the loss of approximately RMB1,729.0 million in 2022[29]. - Revenue for FY2023 was approximately RMB3,530.5 million, an increase from approximately RMB3,168.1 million in FY2022, primarily due to a 49.0% increase in revenue from property development and related services[37]. - In FY2023, the Group's revenue was approximately RMB 3,530.5 million, an increase of 11.4% from RMB 3,168.1 million in FY2022, primarily driven by property development and related services, which generated RMB 1,670.7 million, up 49.0% year-on-year[39][42]. - The Group recorded a gross profit of approximately RMB 21.2 million in FY2023, a significant recovery from a gross loss of approximately RMB 46.0 million in FY2022, attributed to property deliveries in the Greater Bay Area[43][47]. - Other net income for the period was approximately RMB 208.9 million, a turnaround from a loss of approximately RMB 56.2 million in FY2022, achieved through measures to improve liquidity[44][48]. - The cost of sales for FY2023 was approximately RMB 3,509.4 million, representing a 9.2% increase from RMB 3,214.1 million in FY2022, with property development costs rising 41.6% to RMB 1,653.7 million due to increased delivered area[42][46]. - The Group recognized an impairment loss of RMB 292.4 million in FY2023, down from RMB 340.0 million in FY2022, reflecting ongoing market challenges[51][56]. - A fair value loss of RMB 419.2 million was recorded for investment properties in FY2023, compared to a loss of approximately RMB 677.4 million in FY2022, indicating some improvement despite market conditions[52][57]. - Finance costs decreased by 26.8% to approximately RMB 293.2 million in FY2023 from RMB 400.3 million in FY2022, primarily due to changes in senior notes terms[53][58]. Operational Efficiency - The comprehensive interest rate of the Group's interest-bearing liabilities decreased from 8.9% in 2022 to 4.9% in 2023, effectively saving interest expenses[24]. - The Group's administrative and selling expenses decreased significantly from RMB463.5 million in 2022 to RMB277.7 million in 2023, reflecting cost-saving measures[29]. - Distribution and administration expenses decreased by 40.1% to approximately RMB 277.7 million in FY2023 from RMB 463.5 million in FY2022, due to cost control measures[45][49]. - Total staff costs for FY2023 were approximately RMB103.6 million, down from RMB176.2 million in FY2022, representing a decrease of about 41%[86]. - The total number of employees decreased to 241 as of December 31, 2023, from 855 in the previous year, indicating a reduction of approximately 72%[86]. Debt and Liquidity Management - Approximately $439.1 million of overseas bonds' maturity has been extended for 6 years, alleviating liquidity pressure[24]. - As of December 31, 2023, the Group's total cash balances were approximately RMB 594.4 million, a decrease from RMB 1,940.4 million as of December 31, 2022[64][67]. - The Group's borrowings as of December 31, 2023, included approximately RMB 2,995.5 million in bank loans and other borrowings, down from RMB 4,909.7 million in the previous year[65]. - The total borrowings as of December 31, 2023, were RMB6,376.3 million, down from RMB7,872.1 million in the previous year, representing a reduction of approximately 19%[69]. - Contingent liabilities related to mortgage guarantees decreased to approximately RMB2,449.6 million as of December 31, 2023, from RMB3,255.5 million in 2022, reflecting a decline of about 25%[71]. - The current ratio as of December 31, 2023, was 1.39, slightly down from 1.40 in 2022, indicating stable liquidity management[78]. - The gearing ratio increased to 35.0% as of December 31, 2023, from 34.7% in the previous year, suggesting a slight increase in financial leverage[78]. Shareholder and Corporate Governance - The Group's total issued shares remained unchanged at 453,735,400 shares as of December 31, 2023, consistent with the previous year[87]. - The Company did not recommend the payment of a final dividend for FY2023, consistent with FY2022[116]. - The Board of Directors includes Mr. Luo Jieping as Chairman, appointed on July 20, 2023, and Mr. He Fei as CEO[161]. - The Company has received annual confirmations of independence from all independent non-executive Directors, affirming their independence[163]. - No Directors had material beneficial interests in any significant contracts or transactions related to the Group's business during FY2023[168]. - The Company has a Non-Competition Deed in place with key executives, ensuring no competition with the Group's business during the restricted period[171]. - The Covenantors confirmed compliance with the Non-Competition Deed during FY2023[177]. - The Company confirmed compliance with the non-competition commitment for the fiscal year 2023[180]. - No directors waived or agreed to waive any remuneration during the fiscal year 2023[182]. Share Option Scheme - As of December 31, 2023, the total number of outstanding shares involved in the Share Option Scheme was 2,100,000 shares, representing approximately 0.46% of the shares in issue of the Company[156]. - The maximum number of shares that may be issued under the Share Option Scheme is 40,148,440 shares, which is about 8.85% of the total issued shares as of the report date[138]. - The number of share options available for grant under the Share Option Scheme remained unchanged at 11,208,440 shares from January 1, 2023, to December 31, 2023[153]. - No options or awards were granted during FY2023[156]. - The exercise price per share for the outstanding share options is HK$5[148]. - The maximum number of shares that can be granted to any Qualified Participant under the Share Option Scheme in any 12-month period shall not exceed 1% of the number of shares in issue on the Offer Date[139]. - The remaining life of the Share Option Scheme is approximately five years and five months as of December 31, 2023[146]. - As of December 31, 2023, a total of 6,252,000 share options were granted, with 4,152,000 lapsing during the year, leaving 2,100,000 options outstanding[160]. - The exercise price of the share options ranges from HK$4.10 to HK$5.00 per share, with a fair value of options granted before share consolidation being unspecified[160]. Related Party Transactions - Revenue from the Group's single largest customer accounted for approximately 0.81% of total revenue in FY2023[122]. - Purchases from the Group's single largest supplier accounted for approximately 15.10% of total purchases in FY2023[133]. - The total procurement amount from the largest supplier and the top five suppliers accounted for approximately 15.10% and 22.62% of the total procurement of the Group in FY2023, respectively[140].

Financial Performance - The total revenue for the fiscal year ending December 31, 2023, was RMB 3,530,521,000, representing an increase of 11.4% compared to RMB 3,168,080,000 in 2022[3] - The gross profit for the fiscal year was RMB 21,156,000, a significant recovery from a gross loss of RMB 45,974,000 in the previous year[3] - The net loss for the year was RMB 1,205,615,000, which is an improvement from a net loss of RMB 1,729,027,000 in 2022, indicating a reduction of approximately 30%[4] - The company reported a basic and diluted loss per share of RMB 267.7, improving from RMB 346.4 in the previous year[3] - The company reported a net loss of RMB 1,205,615,000 for the year ended December 31, 2023[11] - The pre-tax loss for 2023 was RMB 1,214,747,000, an improvement from a loss of RMB 1,571,832,000 in 2022[37] - The group recorded a loss of approximately RMB 1,205.6 million in 2023, a significant reduction from the RMB 1,729.0 million loss in 2022, primarily due to increased asset impairment losses[47] Revenue Breakdown - Property sales revenue was RMB 1,562,939,000, up 55.6% from RMB 1,003,043,000 in 2022[26] - Trade business revenue decreased to RMB 1,859,852,000, down 9.1% from RMB 2,046,588,000 in 2022[26] - The group's total revenue for the fiscal year 2023 was approximately RMB 3,530.5 million, up from RMB 3,168.1 million in 2022, driven mainly by a 49.0% increase in property development and related services revenue[54] Expenses and Cost Management - The company reported a decrease in administrative and other operating expenses to RMB 161,935,000 from RMB 282,901,000, a reduction of about 42.7%[3] - Employee costs decreased to RMB 103,583,000, down 41.2% from RMB 176,203,000 in 2022[29] - The group's administrative and selling expenses decreased by 40.1% to approximately RMB 277.7 million in 2023 from RMB 463.5 million in 2022, reflecting cost-saving measures[58] - The financing costs for the fiscal year 2023 amounted to approximately RMB 293.2 million, a reduction of 26.8% from RMB 400.3 million in the previous year[62] Assets and Liabilities - The total non-current assets decreased to RMB 2,035,070,000 from RMB 2,708,667,000, reflecting a decline of approximately 25%[6] - Current assets totaled RMB 16,186,827,000, down from RMB 19,998,734,000, indicating a decrease of about 19%[6] - The total liabilities decreased to RMB 11,604,980,000 from RMB 14,244,162,000, representing a reduction of approximately 18.4%[6] - The company's total equity as of December 31, 2023, was RMB 2,244,433,000, a decline from RMB 3,514,605,000 in 2022[11] - The total amount of trade and other payables decreased to RMB 3,894,300,000 in 2023 from RMB 4,437,238,000 in 2022, indicating a reduction of approximately 12.3%[42] - The total bank loans and other borrowings as of December 31, 2023, were approximately RMB 2,995.5 million, a decrease from RMB 4,909.7 million in the previous year[67] Financing and Debt Management - The company successfully extended the maturity of a significant portion of its offshore debt from April 2023 to April 2029, alleviating cash flow pressure[14] - The company has received further extensions or renewals on certain existing bank loans totaling approximately RMB 129 million post-reporting period[14] - The company has initiated discussions with banks regarding the extension or renewal of bank loans totaling approximately RMB 1,647.5 million due within the next 12 months[14] - The group extended the maturity of approximately USD 439.1 million in bonds by six years and achieved a one to three-year extension on RMB 380 million in domestic loans, alleviating repayment pressure[46] Market Conditions and Strategic Plans - The company plans to focus on market expansion and new product development in the upcoming fiscal year[2] - The company is exploring potential mergers and acquisitions to enhance its market position and operational capabilities[2] - The company plans to enhance sales strategies and optimize cash flow management while continuing to control costs and expenses in response to market challenges[52] - The company faced challenges in the real estate market due to insufficient consumer confidence and ongoing expectations of falling property prices, which limited recovery efforts[45] - The company's management noted that the overall economic environment remains complex, with geopolitical tensions and high inflation impacting recovery efforts[45] Compliance and Governance - The company confirmed compliance with corporate governance codes as per the listing rules throughout the year[82] - The independent auditor's report confirmed that the consolidated financial statements reflect the group's financial position as of December 31, 2023, in accordance with International Financial Reporting Standards[90] Future Outlook and Risks - There is significant uncertainty regarding the ability to secure refinancing through bank loans or generate sufficient operating cash flow from real estate sales based on market conditions[16] - The group is actively negotiating new financing or refinancing for existing overdue payables, with expectations to repay these debts in the first half of 2024[17] - The directors believe that the group will have sufficient operating funds to meet its financial obligations due within the next 12 months from December 31, 2023[16] - The consolidated financial statements are prepared on a going concern basis, assuming the company can meet its financial obligations in the foreseeable future[93]

Financial Performance - The total revenue for the fiscal year ending December 31, 2023, was RMB 3,530,521,000, representing an increase of 11.4% compared to RMB 3,168,080,000 in 2022[3] - The gross profit for the fiscal year was RMB 21,156,000, a significant recovery from a gross loss of RMB 45,974,000 in the previous year[3] - The net loss for the year was RMB 1,205,615,000, which is an improvement from a net loss of RMB 1,729,027,000 in 2022, indicating a reduction of approximately 30%[4] - The basic and diluted loss per share improved to RMB (267.7) from RMB (346.4) in the previous year, showing a positive trend in earnings per share[3] - The pre-tax loss for 2023 was RMB 1,214,747,000, an improvement from a loss of RMB 1,571,832,000 in 2022[37] - The group recorded a loss of approximately RMB 1,205.6 million in 2023, a significant reduction from the RMB 1,729.0 million loss in 2022, primarily due to increased asset impairment losses[47] Cost Management - The company reported a decrease in administrative and other operating expenses to RMB 161,935,000 from RMB 282,901,000, reflecting a cost reduction strategy[3] - Employee costs decreased to RMB 103,583,000, down 41.2% from RMB 176,203,000 in 2022[29] - The group’s sales and administrative expenses decreased by 40.1% to approximately RMB 277.7 million in 2023 from RMB 463.5 million in 2022, reflecting cost-saving measures[58] - The financing costs for the fiscal year 2023 amounted to approximately RMB 293.2 million, a reduction of 26.8% from RMB 400.3 million in the previous year[62] Asset and Liability Management - The total non-current assets decreased to RMB 2,035,070,000 from RMB 2,708,667,000, primarily due to a decline in investment properties[6] - Current assets decreased to RMB 16,186,827,000 from RMB 19,998,734,000, largely driven by a reduction in cash and cash equivalents[6] - The company’s total liabilities decreased to RMB 11,604,980,000 from RMB 14,244,162,000, indicating improved financial stability[6] - The company’s equity attributable to shareholders was RMB 2,238,655,000, down from RMB 3,421,543,000 in the previous year[11] - The total bank loans and other borrowings as of December 31, 2023, were approximately RMB 2,995.5 million, a decrease from RMB 4,909.7 million in the previous year[67] Financing and Debt Management - The company successfully extended the maturity of a significant portion of its offshore debt from April 2023 to April 2029, alleviating cash flow pressure[14] - The company has received further extensions or renewals on certain existing bank loans totaling approximately RMB 129 million[14] - The group is actively negotiating new financing or refinancing for existing overdue payables, with expectations to repay these debts in the first half of 2024[17] - The group extended the maturity of approximately USD 439.1 million in bonds by 6 years and domestic loans of approximately RMB 380 million by 1 to 3 years, alleviating repayment pressure[46] Market and Operational Strategy - The company plans to focus on market expansion and new product development in the upcoming fiscal year, aiming to enhance revenue streams[2] - The financial performance indicates a strategic shift towards cost management and operational efficiency, which is expected to support future profitability[4] - The company is evaluating the impact of new accounting standards, concluding that it is unlikely to have a significant effect on consolidated financial statements[25] - The company plans to enhance sales strategies and optimize cash flow management while continuing to control costs and expenses in response to market challenges[52] Real Estate Market Challenges - The company faced challenges in the real estate market due to insufficient consumer confidence and ongoing expectations of falling property prices, impacting recovery efforts[45] - The group achieved contract sales of approximately RMB 2,143.8 million in 2023, a decline of about 12.5% compared to RMB 2,450.4 million in 2022[49] Future Outlook and Uncertainties - There is significant uncertainty regarding the adequacy of financing arrangements through bank loans or cash flows generated from real estate sales, depending on market conditions[16] - The board believes that the group will have sufficient operating funds to meet its financial obligations due within the next 12 months, based on the plans and measures in place[16] - The consolidated financial statements are prepared on a going concern basis, assuming the company can meet its financial obligations in the foreseeable future[93] Corporate Governance and Compliance - The company confirmed compliance with corporate governance codes and listing rules throughout the year[82] - The independent auditor's report confirmed that the consolidated financial statements reflect the group's financial position as of December 31, 2023, in accordance with applicable accounting standards[90]