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 全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 Roiserv Lifestyle Services Co., Ltd. （股 份 代 號：2146） 榮萬家生活服務股份有限公司 （一 家 於 中 華 人 民 共 和 國 註 冊 成 立 的 股 份 有 限 公 司） 董事長兼執行董事 耿建富 中 國，廊 坊，二 零 二 五 年 八 月 十 九 日 於 本 公 告 日 期，董 事 會 包 括 執 行 董 事 耿 建 富 先 生、劉 紅 霞 女 士 及 隆 小 康 先 生； 非執行董事張文革先生；以及獨立非執行董事金文輝先生、許少宏先生及唐義書 先 生。 董事會會議通告 榮萬家生活服務股份有限公司（「本公司」）董 事（「董 事」）會（「董事會」）謹 此 宣 佈， 董事會會議將於二零二五年八月二十九（星 期 五）舉 行，藉 以（其 中 包 括）審議及 批准本公司及其附屬公司截至二零二五年六月三十日止六 ...

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 部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Roiserv Lifestyle Services Co., Ltd. 榮萬家生活服務股份有限公司 （一 家 於 中 華 人 民 共 和 國 註 冊 成 立 的 股 份 有 限 公 司） （股 份 代 號：2146） 於2025年8月8日舉行之臨時股東大會投票結果 茲提述榮萬家生活服務股份有限公司（「本公司」）日期均為2025年7月21日的臨 時股東大會（「臨時股東大會」）通 函（「通 函」）及通告（「通 告」，連 同 通 函 統 稱「臨 時 股東大會文件」）。除 文 義 另 有 所 指 外，本 公 告 所 用 詞 彙 與 臨 時 股 東 大 會 文 件 所 界 定 者 具 有 相 同 涵 義。 董 事 會 欣 然 宣 佈，臨 時 股 東 大 會 已 於2025年8月8日（星 期 五）假座中國河北省廊 坊市經濟技術開發區祥雲道81號 榮 盛 發 ...

截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 II. 已發行股份及/或庫存股份變動 公司名稱: 榮萬家生活服務股份有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | H | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 02146 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 94,000,000 | RMB | | 1 | RMB | | 94,000,000 | | 增加 / 減少 (-) | | | 0 | | | | RMB | | 0 | | 本月底結存 | | | 94,000,000 | RMB | | 1 | RMB | | 94,00 ...

Company Overview - Rongwanjia, established in November 2000, is a large-scale comprehensive property service enterprise with a national first-class qualification in property management and is a member of the China Property Management Association [3] - The company was listed on the Hong Kong Stock Exchange on January 15, 2021, under the stock code HK02146 [3] Financial Performance - As of December 31, 2024, Rongwanjia achieved total operating revenue of 1.957 billion yuan, a year-on-year increase of 6.83%, while the net profit attributable to shareholders was 114 million yuan, a decrease of 9.91% [2] - The gross profit margin stood at 21.24%, and the asset-liability ratio was 47.1% [2] Market Position - Rongwanjia manages 473 property management projects with a total managed area of approximately 89.3 million square meters across 68 cities in 19 provinces, municipalities, and autonomous regions in China [4] - The company has contracted to manage 519 property management projects, covering a total contracted area of about 101.3 million square meters [4] Industry Recognition - In 2024, Rongwanjia was recognized as one of the top 14 property service companies in China, ranked among the top 20 for comprehensive strength, and ranked 13th in brand value among property service companies, with a brand value of 6.058 billion yuan [4] - The company has received multiple industry honors, including being recognized as a leading enterprise in market-oriented property service operations [4] Valuation Metrics - The average price-to-earnings (P/E) ratio for the real estate industry (TTM) is 4.88 times, with Rongwanjia's P/E ratio at 4.16 times, ranking 14th in the industry [3]

Core Viewpoint - Several real estate companies are reported to be selling assets to address financial challenges and optimize their balance sheets [1]. Group 1: Rongwanjia's Debt Settlement - Listed property company Rongwanjia (02146.HK) announced a debt settlement framework agreement with its major shareholder Rongsheng Development (002146), involving the sale of properties to offset a debt balance of approximately 1.07 billion yuan [2][5]. - The properties to be sold include 12,700 parking spaces, 5,479 storage units, and 112 residential, apartment, and commercial units across various provinces [5]. - The agreement stipulates that the purchase price for the properties will offset the debt balance, resulting in an increase of approximately 1.07 billion yuan in inventory and a corresponding decrease in accounts receivable [6]. Group 2: China Communications Real Estate's Asset Sale - China Communications Real Estate announced a major asset sale plan, proposing to transfer its real estate development-related assets and liabilities to its controlling shareholder for a nominal price of 1 yuan [3][8]. - This transaction aims to focus the company on property services and asset management, transitioning to a light asset operation model [8]. - The company has been facing continuous losses in its real estate development business, with a reported net asset deficit of 3.579 billion yuan by the end of 2024, prompting the need to divest loss-making assets [9].

Core Viewpoint - Real estate companies are increasingly using asset-backed debt repayment strategies to manage their financial obligations, with a notable example being Rongwanjia's recent agreement to convert receivables into physical assets worth approximately 1.07 billion yuan [1][2]. Group 1: Debt Restructuring Strategies - Rongwanjia announced a debt repayment framework agreement with Rongsheng Development, involving the acquisition of assets valued at 1.07 billion yuan to offset receivables [2][3]. - The total amount of debt resolved through asset-backed transactions by Rongsheng Development has reached 3.383 billion yuan, including previous agreements with suppliers [1][4]. - The real estate sector is witnessing an acceleration in debt restructuring efforts, with many companies exploring various strategies, including asset-backed debt repayment [1][3]. Group 2: Financial Performance and Challenges - Rongwanjia's accounts receivable stood at 2.116 billion yuan in 2024, exceeding its revenue of 1.959 billion yuan for the same period, indicating significant financial pressure [2][3]. - The company has recorded a decline in revenue and net profit over the past few years, with revenues dropping from 2.563 billion yuan in 2021 to 1.957 billion yuan in 2024 [3]. - Rongsheng Development has faced substantial financial challenges, reporting a net loss of 8.4 billion yuan in 2024 and a cash decline to 1.648 billion yuan by the end of the first quarter of 2024 [6]. Group 3: Asset Types and Transactions - The assets involved in the recent debt repayment include 12,700 parking spaces, 5,479 storage units, and 112 residential and commercial units across various provinces [2][3]. - Previous asset-backed debt repayment transactions by Rongsheng Development included the use of land and property assets to settle approximately 810 million yuan in debts [4][5]. - The company has also explored equity-based debt repayment strategies, proposing to use shares from its subsidiaries to address a total of 16 billion yuan in debts [6].

Group 1 - China Resources Land has secured an offshore RMB 5.85 billion loan, enhancing its financial stability and liquidity, which will support project development and improve market competitiveness [1] - Rongwanjia plans to acquire properties from Rongsheng Development for RMB 1.07 billion to offset receivables, significantly improving its financial situation and reducing bad debt risk [2] - Shanghai Pufang Group has transferred 68.7547% of Pudong Investment's equity to Pudong Development Bank without compensation, allowing for a more focused business strategy and potential synergies in land development [3] Group 2 - Sanya has successfully auctioned three residential land parcels for a total of RMB 4.197 billion, injecting vitality into the local real estate market and attracting more investment interest [4] - Xinda Real Estate has received approval from the China Securities Regulatory Commission to issue up to RMB 3 billion in corporate bonds, which will enhance liquidity and alleviate debt pressure [5]

Core Viewpoint - The company has established a debt compensation framework agreement with Rongsheng Development to recover outstanding receivables through the acquisition of properties, amidst challenges in the real estate market and liquidity tightening [1][2][3] Group 1: Debt Compensation Framework - The company successfully settled receivables amounting to RMB 288 million under the debt compensation framework agreement [1] - A new debt compensation framework agreement for 2025 has been signed, with a total value of RMB 1.07 billion for property acquisition to offset outstanding receivables [1] - The company has the discretion to refuse to offset debts if any properties experience adverse changes before the offset [1][2] Group 2: Market Context and Challenges - Rongsheng Development, like other Chinese real estate developers, is affected by a sluggish real estate market and liquidity issues, leading to difficulties in settling receivables [2] - The company has faced challenges in executing the debt compensation framework due to properties being seized or frozen by the government or courts shortly after the agreement's effective date [2] Group 3: Future Strategies and Market Opportunities - The company plans to sell the acquired properties to third-party buyers to recover cash, leveraging its experience in property management to identify parking space demands [3] - The ongoing urbanization in China is expected to enhance the market value of residential properties, particularly in key cities, driven by population influx and improved housing policies [3] - The company is considering selling properties through debt compensation to downstream suppliers and has established a specialized sales team to facilitate property disposal [3]

Group 1 - Rongwanjia Living Service Co., Ltd. has invested 100,000 RMB to establish Langfang Rongyue Health Management Service Co., Ltd., holding 100% of the shares [1] - Langfang Rongyue Health Management Service Co., Ltd. was established on May 16, 2025, with a registered capital of 100,000 RMB and is located in Langfang City [2] - The company operates in various sectors including health consulting services, wellness services, elderly care services, and home care services, among others [2]

Financial Performance - Revenue for the year ended December 31, 2024, was RMB 1,956,932 thousand, representing a 6.8% increase from RMB 1,831,897 thousand in 2023[15] - Gross profit decreased by 9.0% to RMB 415,699 thousand, down from RMB 456,881 thousand in the previous year[15] - Net profit for the year was RMB 116,082 thousand, a decline of 11.2% compared to RMB 130,692 thousand in 2023[15] - The gross profit margin fell to 21.2%, down 3.7 percentage points from 24.9% in 2023[15] - The company's total revenue increased by approximately 6.8% from RMB 1,831.9 million in 2023 to RMB 1,956.9 million in 2024[79] - Community services revenue grew by about 7.8% from RMB 1,334.1 million in 2023 to RMB 1,438.3 million in 2024, driven by business expansion and increased property management projects[79] - Business services revenue rose by approximately 27.8% from RMB 36.5 million in 2023 to RMB 46.6 million in 2024, attributed to active business development and new project acquisitions[79] - Urban services revenue increased by about 36.0% from RMB 137.6 million in 2023 to RMB 187.1 million in 2024, mainly due to business expansion in new regions[79] - Revenue from peripheral services decreased by approximately 12.0% from RMB 323.7 million in 2023 to RMB 284.9 million in 2024, impacted by the cyclical downturn in the real estate industry[79] Assets and Liabilities - Total assets as of December 31, 2024, were RMB 4,174,097 thousand, a slight increase of 0.5% from RMB 4,154,225 thousand in 2023[15] - Cash and cash equivalents decreased by 16.0% to RMB 553,715 thousand, down from RMB 659,310 thousand in the previous year[15] - Total liabilities decreased by 4.6% to RMB 1,966,171 thousand, compared to RMB 2,061,108 thousand in 2023[15] - The total equity increased by 5.5% to RMB 2,207,927 thousand, up from RMB 2,093,117 thousand in 2023[15] - The company's current ratio as of December 31, 2024, was 1.9 times, consistent with the ratio of approximately 1.9 times as of December 31, 2023, while the debt-to-asset ratio was approximately 47.1%, down from 49.6%[119] Business Strategy and Expansion - The company plans to enhance brand value by upgrading its customer service center to a "Good Life Service Center" starting June 2024, focusing on customer needs and providing various essential services[40] - The company aims to expand its service offerings beyond community property management to include urban operations, hospitals, schools, and commercial properties, thereby increasing its revenue-generating capabilities[40] - The company plans to expand its business scale and market share by leveraging its leading market position in the Bohai Economic Circle and enhancing service quality to improve customer satisfaction[41] - As of 2023, the company has expanded its business into non-community property services and urban service sectors, aiming to increase its market share in new regions and service areas[42] - The company aims to enrich its service offerings by entering new business areas such as smart services, hospitals, and schools, while also focusing on selective acquisitions to enhance its property management portfolio[44] Digital Transformation and Innovation - The company is actively pursuing digital transformation and smart property management solutions to enhance service levels and operational efficiency[37] - Utilizing big data analytics, the company seeks to enhance its understanding of customer needs and preferences, thereby improving service quality and expanding service offerings[45] - The company plans to enhance digital operations by investing in AI technology and creating a standardized, modular, and platform-based digital operation system to improve service quality and operational efficiency[48] Corporate Governance - The company adheres to high standards of corporate governance to protect shareholders' interests[153] - The company has complied with all applicable provisions of the Corporate Governance Code as of December 31, 2024[153] - The board consists of three executive directors, one non-executive director, and three independent non-executive directors, ensuring compliance with listing rules regarding independence[154] - The board is responsible for overseeing major company matters, including policy formulation, overall strategy, and risk management systems[155] Employee and Talent Management - Employee costs for the year were approximately RMB 768.6 million, an increase from RMB 600.5 million in 2023[127] - The company has organized nearly 1,475 training sessions, covering over 9,200 employees, to enhance talent development[128] - The company is committed to enhancing its talent incentive mechanism to attract, cultivate, and retain high-quality talent, with a focus on modern information technology skills[50] Community Engagement and Social Responsibility - The company will engage in community cultural activities to improve customer satisfaction and brand recognition, such as the "Family Festival" and "Convenience Service Month" initiatives[40] - The company will implement ESG principles throughout its operations, aiming for sustainable development and actively participating in community service initiatives[50] Financial Risks and Management - The company faces various financial risks, including foreign exchange risk, credit risk, and liquidity risk, with a focus on minimizing potential adverse impacts on financial performance[112] - The company has assessed that the expected credit loss rate for receivables is not significant, considering the low credit risk associated with these assets[115] Board Composition and Diversity - The board's composition reflects a blend of operational and financial expertise, positioning the company for future growth and stability[136][140] - The board has adopted a diversity policy, recognizing the importance of diverse backgrounds, skills, and experiences in achieving strategic goals[161] - The company aims to maintain at least one female director and will consider appointing more female directors when suitable candidates are available[162]