此乃要件 請即處理 閣下如對本通函任何方面或應採取的行動有任何疑問，應諮詢 閣下的股票經紀或其他註冊證券交易商、銀行經理、律 師、專業會計師或其他專業顧問。 閣下如已將名下的粵港灣控股有限公司股份全部售出或轉讓，應立即將本通函及隨附的代表委任表格送交買方或承讓 人，或持牌證券交易商或證券註冊機構、或通過其進行銷售或轉讓的其他代理人，以便轉交買方或承讓人。 香港交易及結算所有限公司及聯交所對本通函的內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示， 對於因本通函或因依賴本通函全部或任何部分內容而引起的任何損失，恕不承擔任何責任。 本通函僅供參考，並不構成收購、購買或認購本公司證券的邀請或要約。 本通函不得直接或間接於美國或向美國（包括其領土及屬地、美國任何州份及哥倫比亞特區）派發。本通函並不構成或組 成於美國購買或認購證券之任何要約或招攬一部分。本通函所述代價股份並未且將不會根據1933年美國證券法（「證券 法」）登記。 代價股份不得在美國境內或向美籍人士（定義見證券法S規例）或以其名義或為其利益提呈發售或出售，惟根據證券法之 登記規定獲豁免者除外。概不會在美國公開發售證券。 GUANGDONG – ...

CONTENTS 目錄 | Corporate Profile | 2 | | --- | --- | | 公司簡介 | | | Corporate Information | 3 | | 公司資料 | | | Management Discussion and Analysis | 6 | | 管理層討論及分析 | | | Disclosure of Interest | 13 | | 權益披露 | | | Corporate Governance and Other Information | 17 | | 公司管治及其他資料 | | | Independent Review Report | 25 | | 獨立審閱報告 | | | Condensed Consolidated Statement of Profit or Loss | 28 | | 簡明綜合損益表 | | | Condensed Consolidated Statement of Comprehensive Income | 29 | | 簡明綜合全面收入表 | | | Condensed Consolidated Statement ...

Core Viewpoint - Yuegang Bay Holdings (01396) has seen a significant stock price increase, reaching a new high since July 2017, following the release of its interim performance announcement, which highlights a strong turnaround in profitability and financial health [1] Financial Performance - The company's net profit attributable to shareholders turned from a loss of 1.028 billion yuan in 2024 to a profit of 970 million yuan in the first half of 2025 [1] - The asset-liability ratio decreased dramatically from 99% at the end of 2024 to 48% [1] - The interest-bearing debt ratio fell from 45% at the end of 2024 to just 7% [1] - Net assets increased 30 times from the beginning of the year to 3.05 billion yuan [1] Debt Restructuring - On May 7, 2025, the company successfully completed a debt-to-equity swap plan with a high approval rate of 98.33%, amounting to 440 million USD, becoming the first domestic property company to clear almost all of its offshore US dollar bonds [1] Strategic Acquisition - In late July 2025, the company announced plans to acquire shares in an AI computing power company for 977 million HKD [1] - The target group has been engaged in Internet Data Center (IDC) and Internet Service Provider (ISP) businesses since 2016 and expanded into AI services in the second half of 2024 [1] - The target group is positioned as a "green energy intelligent computing" service provider in China, focusing on AI-related services, including AI computing technology services, operation services, and comprehensive AI solutions [1]

Group 1 - The core viewpoint of the news is that Yue Gang Wan Holdings (01396) has significantly improved its financial performance, turning a loss into profit and reducing its debt levels, which has positively impacted its stock price [1][2] - The company's net profit for the first half of the year reached 970 million yuan, a turnaround from a loss of 1.028 billion yuan in the same period of 2024 [1] - The asset-liability ratio decreased from 99% at the end of 2024 to 48%, and the interest-bearing debt ratio fell from 45% to only 7% [1] Group 2 - Yue Gang Wan Holdings announced a plan to acquire shares in an AI computing power company for 977 million HKD, expanding its business into the AI sector [2] - The target group has been involved in Internet Data Center (IDC) and Internet Service Provider (ISP) services since 2016 and has recently added AI services to its portfolio [2] - The target group provides comprehensive AI solutions, including AI computing technology services, operation services, and the development of AI computing centers [2]

本公告僅供參考，並不構成收購、購買或認購本公司任何證券的邀請或要約。 GUANGDONG – HONG KONG GREATER BAY AREA HOLDINGS LIMITED 粵 港 灣 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1396） 進一步延遲寄發通函 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之內容概不 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倚賴該等內容而引致之任何損失承擔任何責 任。 茲提述（i）粵港灣控股有限公司（「本公司」）日期為 2025 年 7 月 29 日 內容有關（其中包括）收購事項及清洗豁免的公告（「首份公告」）；及 （ii）本公司日期為 2025 年 8 月 19 日就（其中包括）有關收購事項及清洗 豁免之通函（「通函」）寄發延遲所作之公告（「延遲寄發公告」）。除非 另有界定，否則本公告所用詞彙應具有首份公告所界定的相同涵義。 根 據 收 購守 則 規 則 8.2 ， 通 函 須於 首 份 公 告 日 期起 計 二 十 一(21) 日 內 （ 即 2025 年 8 月 19 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8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 粵港灣控股有限公司 呈交日期: 2025年9月5日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01396 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 5,000,000,000 | HKD | | 0.1 HKD | | 500,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 5,000,000,000 | HKD | | 0.1 HKD | | 500,000,000 | 本月底法定/註冊股本總額： HKD 500,000,000 ...

Core Viewpoint - The company has successfully transformed from a significant loss of 1.8 billion to a profit of 970 million, with a drastic reduction in debt ratio from 99% to 48%, showcasing a remarkable turnaround in its financial health and strategic direction [1][2]. Financial Performance - The company reported a net profit attributable to shareholders of 970 million, a significant recovery from a loss of 1.028 billion in the same period last year [1]. - The debt-to-asset ratio decreased from 99% at the end of 2024 to 48% in 2025, and the interest-bearing debt ratio fell from 45% to just 7% [1]. - The net assets increased 30 times to 3.05 billion compared to the beginning of the year [1]. Debt Restructuring - The company achieved a debt restructuring income of 1.4 billion, which played a crucial role in reversing its financial decline [2]. - On May 7, 2025, the company completed a debt-to-equity swap plan with a high approval rate of 98.33%, becoming the first domestic property company to clear its offshore US dollar debt [2]. - The restructuring involved proactive negotiations with investors, emphasizing a long-term cooperative approach rather than a one-sided debt restructuring [2][3]. Strategic Shift - The new issuance of mandatory convertible bonds at a price of 5.5 HKD per share will convert into company shares, effectively transforming rigid debt into potential equity, thus reducing liabilities while increasing shareholder equity [3]. - The company is now focusing on new business acquisitions, particularly in the AI computing power sector, marking a strategic shift from traditional logistics to a more technology-driven model [3].

Core Viewpoint - The company has successfully transformed from a loss of 1.8 billion to a profit of 970 million, with a significant reduction in debt ratio from 99% to 48%, showcasing a remarkable turnaround in its financial health and strategic direction [1][2]. Financial Performance - The net profit attributable to shareholders surged from a loss of 1.028 billion in 2024 to a profit of 970 million in the first half of 2025 [1]. - The asset-liability ratio decreased from 99% at the end of 2024 to 48% [1]. - The interest-bearing debt ratio fell from 45% at the end of 2024 to just 7% [1]. - Net assets increased 30-fold to 3.05 billion [1]. Debt Restructuring - The company reported a debt restructuring income of 1.4 billion, which played a crucial role in reversing its financial decline [2]. - On May 7, 2025, the company completed a debt-to-equity swap plan with a high approval rate of 98.33%, effectively clearing its offshore US dollar debt [2]. - The restructuring involved proactive negotiations with investors, emphasizing a long-term cooperative approach [2]. Strategic Shift - The new issuance of mandatory convertible bonds at a price of 5.5 HKD per share will convert into company shares, transforming rigid debt into potential equity [3]. - The high approval rate from US dollar bondholders indicates their trust in the company's new strategic direction and management team [3]. - Following the debt relief, the company has initiated new business acquisitions, particularly in the AI computing power sector, marking a shift from traditional logistics to a more technology-driven model [3].

Performance Highlights - The company reported a revenue of 2.23 billion RMB and a significant turnaround in net profit, achieving a profit of 9.7 million RMB in 1H2025 compared to a loss of 10.3 million RMB in 1H2024 [3][4]. Debt Restructuring - The company successfully resolved its offshore dollar debt with a high approval rate of 98.33% for the debt restructuring plan, amounting to approximately 4.39 million USD (32.54 billion RMB) [4]. Financial Health - The total debt structure is healthy, with total assets of 58.6 billion RMB and total liabilities of 28.0 billion RMB, resulting in an asset-liability ratio of 7% and a debt ratio of 48% [5]. - The company reported a staggering increase in net assets by 2980% and a 492.7% increase in interest-bearing debt [5]. Asset Quality - The company possesses ample quality assets, including over 2000 acres of undeveloped land [9]. Future Outlook - The company aims to leverage technology to introduce new productive forces, driving development through a dual approach of quality assets and technology [10][12].

Group 1 - The company reported a revenue of RMB 228 million and a net profit attributable to shareholders of RMB 969 million for the six months ending June 30, 2025, marking a turnaround from losses in the previous year, with earnings per share at 119 cents [1] - The real estate market in China showed signs of recovery due to strong government support, but the growth momentum remains weak, prompting the company to implement measures such as increasing sales and collections, asset disposals, and strict cost control to improve its financial situation [1] - The company actively managed its debt in response to liquidity pressures, successfully converting approximately USD 439 million of offshore dollar bonds, with a high consent rate of 98.33% from bondholders for the modification of terms [1] Group 2 - The company's actions are seen as crucial for sustainable development, significantly optimizing its asset-liability structure and improving cash flow, thereby reducing debt and preparing for transformation and upgrading [2] - The trust and confidence of long-term institutional investors and foreign creditors in the company's new strategic direction and business prospects are highlighted [2] - The company aims to enhance operational efficiency of quality assets, introduce new productive businesses through innovative technologies, and diversify its business matrix to strengthen market competitiveness and create greater value for shareholders [2]