Group 1 - The company reported a revenue of 33.142 million yuan, representing a year-on-year decline of 57.9% [1] - The loss attributable to the company's owners was 137 million yuan, which narrowed by 59.1% year-on-year [1] - The basic loss per share was 0.728 yuan [1]

Interim Results Summary [Key Financial Performance](index=1&type=section&id=1.1%20Key%20Financial%20Performance) The company's revenue for the first half of FY2025 significantly declined by 57.9% to RMB 33.1 million, with gross profit decreasing by 69.5% to RMB 4.8 million, while loss attributable to owners decreased by 59.1% to RMB 136.8 million, resulting in a basic loss per share of RMB 0.728 2025 H1 Key Financial Data | Indicator | 2025 H1 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | | Revenue | 33.1 | -57.9% | | Gross Profit | 4.8 | -69.5% | | Loss Attributable to Owners | (136.8) | Loss decreased 59.1% | | Basic Loss Per Share (RMB) | (0.728) | - | | Interim Dividend | Not recommended | - | Unaudited Condensed Consolidated Financial Statements [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=2.1%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) During the reporting period, the company's revenue significantly decreased to RMB 33,142 thousand from RMB 78,696 thousand in the prior period, with a narrowed loss for the period of RMB 147,661 thousand compared to RMB 342,809 thousand, and loss attributable to owners of RMB 136,804 thousand Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (RMB thousand) | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | 33,142 | 78,696 | | Gross Profit | 4,800 | 15,734 | | Loss for the Period | (147,661) | (342,809) | | Loss for the Period Attributable to Owners of the Company | (136,804) | (334,879) | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=2.2%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the company's total assets were RMB 2,124,620 thousand, total liabilities were RMB 5,821,500 thousand, resulting in a total deficit of RMB 3,696,874 thousand, with net current liabilities reaching RMB 4,655,592 thousand, indicating severe liquidity challenges Summary of Condensed Consolidated Statement of Financial Position (RMB thousand) | Indicator | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 1,134,460 | 1,134,461 | | Current Assets | 990,160 | 1,010,250 | | **Total Assets** | **2,124,620** | **2,144,711** | | Current Liabilities | 5,645,752 | 5,518,233 | | Non-current Liabilities | 175,742 | 175,742 | | **Total Liabilities** | **5,821,494** | **5,693,975** | | Net Current Liabilities | (4,655,592) | (4,507,983) | | Total Deficit | (3,696,874) | (3,549,264) | Notes to the Condensed Consolidated Financial Statements [Company Information](index=6&type=section&id=3.1%20Company%20Information) Xinming China Holdings Limited, incorporated in the Cayman Islands, primarily engages in investment holding, property development, and property leasing, with Mr. Chen Chengshou as the ultimate controlling shareholder - Company registered in: Cayman Islands[10](index=10&type=chunk) - Principal activities: Investment holding, property development, and property leasing[10](index=10&type=chunk) - Ultimate controlling shareholder: Mr Chen Chengshou[10](index=10&type=chunk) [Basis of Preparation and Changes in Accounting Policies](index=6&type=section&id=3.2%20Basis%20of%20Preparation%20and%20Changes%20in%20Accounting%20Policies) The interim financial statements are prepared in accordance with IAS 34 and the HKEX Listing Rules, presented in RMB, and based on historical cost, except for investment properties and convertible bonds measured at fair value, with no significant impact from the first-time application of IAS 21 amendment "Lack of Exchangeability" [Basis of Preparation](index=6&type=section&id=3.2.1%20Basis%20of%20Preparation) The interim financial statements are prepared in accordance with IAS 34 and the HKEX Listing Rules, presented in RMB, and based on historical cost, except for investment properties and convertible bonds measured at fair value - Basis of preparation: International Accounting Standard 34 “Interim Financial Reporting” and the Listing Rules of the Stock Exchange[11](index=11&type=chunk) - Presentation currency: RMB thousand[11](index=11&type=chunk) - Measurement basis: Historical cost basis, except for investment properties and convertible bonds which are stated at fair value[13](index=13&type=chunk) [Adoption of New/Revised International Financial Reporting Standards](index=8&type=section&id=3.2.2%20Adoption%20of%20New%2FRevised%20International%20Financial%20Reporting%20Standards) The amendment to IAS 21 "Lack of Exchangeability" was first applied in this period, but it had no significant impact on the Group's financial position or performance - Newly adopted standard: Amendments to IAS 21 “Lack of Exchangeability”[18](index=18&type=chunk) - Impact: No significant impact on the Group’s financial position and performance and/or disclosures contained in the interim financial statements for the current and prior periods[18](index=18&type=chunk) [Segment Information](index=8&type=section&id=3.3%20Segment%20Information) The Group has three reportable operating segments: property development, property leasing, and others (investment holding), with property development contributing most revenue in H1 2025, though all segments recorded losses, and all operations are in China with no single customer contributing over 10% of revenue [Operating Segments](index=8&type=section&id=3.3.1%20Operating%20Segments) The Group has three reportable operating segments: property development, property leasing, and others (investment holding), with property development contributing most revenue in H1 2025, though all segments recorded losses - Operating segments: Property development, property leasing, and others (investment holding)[21](index=21&type=chunk) Segment Revenue and Results (RMB thousand) | Segment | 2025 H1 Revenue | 2025 H1 Results (Loss) | | :--- | :--- | :--- | | Property Development | 32,600 | (65,238) | | Property Leasing | 542 | (58,265) | | Others | – | (24,158) | | **Total** | **33,142** | **(147,661)** | [Geographical Information and Major Customers](index=10&type=section&id=3.3.2%20Geographical%20Information%20and%20Major%20Customers) All of the Group's operations and non-current assets are located in China, and no single customer contributed 10% or more of the revenue during the reporting period - Operating region: Operates its businesses solely in the PRC, and almost all of its non-current assets are located in the PRC[24](index=24&type=chunk) - Major customers: No customer contributed 10% or more of the Group’s revenue[25](index=25&type=chunk) [Revenue](index=11&type=section&id=3.4%20Revenue) Total revenue for H1 2025 was RMB 33,142 thousand, primarily from property sales (RMB 32,600 thousand) and rental income (RMB 542 thousand), all originating from China and recognized at a point in time Revenue Disaggregation Information (RMB thousand) | Revenue Source | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Property Sales | 32,600 | 78,255 | | Rental Income | 542 | 441 | | **Total Revenue** | **33,142** | **78,696** | - Geographical market: China[27](index=27&type=chunk) - Timing of revenue recognition: At a point in time[27](index=27&type=chunk) [Other Income and Gains and Losses](index=12&type=section&id=3.5%20Other%20Income%20and%20Gains%20and%20Losses) Total other income and gains and losses for H1 2025 amounted to a net gain of RMB 12,634 thousand, mainly due to a net exchange gain of RMB 10,798 thousand, contrasting with an exchange loss in the prior year Other Income and Gains and Losses (RMB thousand) | Item | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Bank interest income | 4 | 21 | | Government grants | – | 5 | | Other income | 1,832 | 134 | | Net exchange gains/(losses) | 10,798 | (4,658) | | **Total** | **12,634** | **(4,498)** | [Loss Before Income Tax](index=12&type=section&id=3.6%20Loss%20Before%20Income%20Tax) Total finance costs for H1 2025 increased to RMB 47,755 thousand, with staff costs at RMB 3,174 thousand, and other major expenses including cost of properties sold of RMB 28,171 thousand and penalty interest of RMB 106,908 thousand, contrasting with significant impairment of properties under development and completed properties for sale in the prior period [Finance Costs](index=12&type=section&id=3.6.1%20Finance%20Costs) Total finance costs for H1 2025 increased to RMB 47,755 thousand from RMB 35,307 thousand in the prior period, primarily due to interest on interest-bearing bank and other borrowings Finance Costs (RMB thousand) | Item | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Interest on interest-bearing bank and other borrowings | 47,755 | 39,528 | | Less: Interest capitalised | – | (4,221) | | **Total Finance Costs** | **47,755** | **35,307** | [Staff Costs and Other Items](index=13&type=section&id=3.6.2%20Staff%20Costs%20and%20Other%20Items) Staff costs (excluding directors' emoluments) for H1 2025 were RMB 3,174 thousand, with other major expenses including cost of properties sold of RMB 28,171 thousand and penalty interest of RMB 106,908 thousand, contrasting with significant impairment of properties under development and completed properties for sale in the prior period Staff Costs and Other Items (RMB thousand) | Item | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Staff costs (excluding directors’ emoluments) | 3,174 | 3,684 | | Cost of properties sold | 28,171 | 64,848 | | Penalty interest | 106,908 | 197,421 | | Impairment of properties under development | – | 71,321 | | Impairment of completed properties held for sale | – | 18,100 | [Income Tax](index=13&type=section&id=3.7%20Income%20Tax) No income tax provision was made for H1 2025 as relevant entities reported tax losses, while the prior period's income tax expense of RMB 5,416 thousand was mainly from land appreciation tax, with China's corporate income tax rate at 25% and land appreciation tax at a progressive rate of 30% to 60% Income Tax Expense (RMB thousand) | Item | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Current tax | – | 5,902 | | Deferred tax | – | (486) | | **Total Income Tax Expense for the Period** | **–** | **5,416** | - No income tax provision was made for H1 2025 as relevant entities reported tax losses[35](index=35&type=chunk) - PRC corporate income tax statutory rate: **25%**[34](index=34&type=chunk) - Land appreciation tax rate: Progressive rates ranging from **30% to 60%**[35](index=35&type=chunk) [Dividends](index=14&type=section&id=3.8%20Dividends) The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[37](index=37&type=chunk) [Loss Per Share](index=14&type=section&id=3.9%20Loss%20Per%20Share) Basic loss per share for H1 2025 improved to RMB 0.728 from RMB 1.783 in the prior period, with diluted loss per share being the same as basic loss per share due to the absence of potential ordinary shares Loss Per Share (RMB) | Indicator | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Basic Loss Per Share | (0.728) | (1.783) | | Diluted Loss Per Share | (0.728) | (1.783) | - Weighted average number of ordinary shares in issue: **187,862,000 shares**[38](index=38&type=chunk) [Impairment of Completed Properties Held for Sale](index=14&type=section&id=3.10%20Impairment%20of%20Completed%20Properties%20Held%20for%20Sale) No impairment of completed properties held for sale was recognized in H1 2025, compared to an impairment of RMB 18,100 thousand recognized in the prior period Impairment of Completed Properties Held for Sale (RMB thousand) | Item | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Impairment of completed properties held for sale | – | 18,100 | [Investment Properties](index=15&type=section&id=3.11%20Investment%20Properties) As of June 30, 2025, the fair value of investment properties was RMB 905,930 thousand, unchanged from the end of 2024, with RMB 792,847 thousand of these properties pledged to secure borrowings Fair Value of Investment Properties (RMB thousand) | Date | Amount | | :--- | :--- | | June 30, 2025 | 905,930 | | December 31, 2024 | 905,930 | - Pledged investment properties value: **RMB 792,847 thousand** to secure the Group’s interest-bearing bank and other borrowings[40](index=40&type=chunk) [Trade Receivables](index=15&type=section&id=3.12%20Trade%20Receivables) As of June 30, 2025, net trade receivables were RMB 3,684 thousand, primarily due within one year, showing a slight increase compared to the end of 2024 Trade Receivables (RMB thousand) | Indicator | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Trade receivables | 11,957 | 11,474 | | Less: Impairment allowance | (8,273) | (8,273) | | **Net Amount** | **3,684** | **3,201** | - Trade receivables aging: All due within one year[43](index=43&type=chunk)[45](index=45&type=chunk) [Trade Payables](index=16&type=section&id=3.13%20Trade%20Payables) As of June 30, 2025, total trade payables were RMB 448,826 thousand, with the vast majority (RMB 448,826 thousand) aged over one year, indicating long-term outstanding payables Trade Payables Aging Analysis (RMB thousand) | Aging | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Within 1 year | – | 16,842 | | Over 1 year | 448,826 | 442,724 | | **Total** | **448,826** | **459,566** | [Interest-Bearing Bank and Other Borrowings](index=16&type=section&id=3.14%20Interest-Bearing%20Bank%20and%20Other%20Borrowings) As of June 30, 2025, total interest-bearing bank and other borrowings amounted to RMB 1,212,604 thousand, all repayable on demand or within one year and overdue, constituting events of default, and are jointly guaranteed by subsidiary equity, investment properties, and related parties including the controlling shareholder Interest-Bearing Bank and Other Borrowings (RMB thousand) | Indicator | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Repayable on demand or within one year | 1,212,604 | 1,212,708 | - As of June 30, 2025, approximately **RMB 1,212,604 thousand** of borrowings were overdue, constituting events of default[50](index=50&type=chunk) - Penalties incurred due to default and cross-default borrowings amounted to approximately **RMB 1,099,594 thousand**[50](index=50&type=chunk) - Borrowings are jointly guaranteed by equity interests in subsidiaries, investment properties, controlling shareholder Mr Chen Chengshou, non-executive director Ms Gao Qiaojin, and related party Xinming Group Co Ltd[50](index=50&type=chunk)[51](index=51&type=chunk) [Convertible Bonds](index=17&type=section&id=3.15%20Convertible%20Bonds) As of June 30, 2025, the outstanding principal of convertible bonds was RMB 274,135 thousand, which matured on May 31, 2020, and is currently overdue - Convertible bonds were issued on June 1, 2018, with a total principal amount of **HKD 300,000,000** (approximately RMB 252,604,000)[52](index=52&type=chunk) - The bonds matured on May 31, 2020, and as of June 30, 2025, the outstanding principal amount remains unsettled[52](index=52&type=chunk) Carrying Amount of Convertible Bonds (RMB thousand) | Date | Amount | | :--- | :--- | | January 1, 2025 (audited) | 282,125 | | Exchange differences | (7,990) | | **June 30, 2025 (unaudited)** | **274,135** | [Fair Value and Fair Value Hierarchy of Financial Instruments](index=18&type=section&id=3.16%20Fair%20Value%20and%20Fair%20Value%20Hierarchy%20of%20Financial%20Instruments) Convertible bonds are recognized as financial liabilities at fair value through profit or loss, with a fair value of RMB 274,135 thousand, classified as Level 3 in the fair value hierarchy, and valued using the discounted cash flow method Fair Value of Convertible Bonds (RMB thousand) | Indicator | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Carrying amount | 274,135 | 282,125 | | Fair value | 274,135 | 282,125 | - Convertible bonds fair value hierarchy: **Level 3**[57](index=57&type=chunk) - Valuation technique: Discounted cash flow method[58](index=58&type=chunk) Management Discussion and Analysis [Business and Financial Review](index=20&type=section&id=4.1%20Business%20and%20Financial%20Review) Total revenue for H1 2025 decreased by 57.9% to RMB 33.1 million due to fewer property sales deliveries, while loss attributable to owners decreased by 59.2% to RMB 136.8 million, mainly benefiting from reduced impairment of properties under development and loan default penalties, though the company's financial position continued to deteriorate with an expanded total deficit Business and Financial Review Key Data (RMB million) | Indicator | 2025 H1 | 2024 H1 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 33.1 | 78.7 | -57.9% | | Delivered Property Sales | 32.6 | - | -58.4% | | Loss Attributable to Owners of the Company | (136.8) | (334.9) | Loss decreased 59.2% | | **Financial Position (as of period end)** | | | | | Total Assets | 2,124.6 | 2,144.7 (2024-12-31) | -0.9% | | Total Liabilities | 5,821.5 | 5,694.0 (2024-12-31) | +2.2% | | Total Deficit | (3,696.9) | (3,549.3) (2024-12-31) | Deficit expanded 4.1% | - Loss reduction primarily due to decreased impairment of properties under development and loan default penalties compared to the prior period[61](index=61&type=chunk) [Sales Performance](index=21&type=section&id=4.2%20Sales%20Performance) Total turnover for H1 2025 was RMB 33.1 million, a 57.9% year-on-year decrease, with property sales revenue at RMB 32.6 million, down 58.3% primarily because sales of Phase IV of the Shandong project have not yet been recognized, while rental income increased by 22.9% to RMB 0.5 million [Property Sales](index=21&type=section&id=4.2.1%20Property%20Sales) Property sales revenue for H1 2025 was RMB 32.6 million, a 58.3% year-on-year decrease, mainly due to sales of Phase IV of the Shandong project not yet being recognized as revenue, with delivered gross floor area decreasing to 16,727 square meters Property Sales Revenue (RMB million) | Item | 2025 H1 | 2024 H1 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Property sales revenue | 32.6 | 78.3 | -58.3% | | Sales GFA (sqm) | 8,937.9 | - | Decreased 78.2% | | Delivered GFA (sqm) | 16,727 | 34,870 | -52.0% | - Property sales revenue decrease mainly due to sales of Phase IV of the Shandong project not yet recognized as revenue in this period[63](index=63&type=chunk)[65](index=65&type=chunk) [Property Leasing](index=21&type=section&id=4.2.2%20Property%20Leasing) Rental income for H1 2025 was RMB 0.5 million, a 22.9% year-on-year increase, with actual leased area of approximately 10,073.31 square meters, representing 16.2% of leasable properties Rental Income (RMB million) | Item | 2025 H1 | 2024 H1 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Rental income | 0.5 | 0.4 | +22.9% | - Actual leased area of approximately **10,073.31 square meters**, representing approximately **16.2%** of the Group's total investment properties held for rental purposes and commercial properties sold and leased back from third-party buyers[66](index=66&type=chunk) [Profitability Analysis](index=22&type=section&id=4.3%20Profitability%20Analysis) Gross profit for H1 2025 significantly decreased by 69.4%, with gross margin falling to 14.5%, while other income and gains and losses turned into a net gain primarily due to exchange gains; sales and administrative expenses slightly decreased, but finance costs significantly increased, leading to a 56.2% year-on-year reduction in operating loss and a 59.1% reduction in loss attributable to owners, mainly due to decreased other expenses, particularly impairment and penalty interest [Gross Profit](index=22&type=section&id=4.3.1%20Gross%20Profit) Gross profit for H1 2025 was RMB 4.8 million, a 69.4% year-on-year decrease, with gross margin falling from 20.0% to 14.5% Gross Profit and Gross Margin (RMB million) | Indicator | 2025 H1 | 2024 H1 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 4.8 | 15.7 | -69.4% | | Gross Margin | 14.5% | 20.0% | -5.5 percentage points | [Other Income and Gains and Losses](index=22&type=section&id=4.3.2%20Other%20Income%20and%20Gains%20and%20Losses) H1 2025 recorded a net gain of RMB 12.6 million in other income and gains and losses, primarily from exchange gains, a significant contrast to the exchange loss in the prior period Other Income and Gains and Losses (RMB million) | Indicator | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Other income and gains and losses | Gain 12.6 | Loss 4.5 | | Primary source | Exchange gains | Exchange losses | [Selling and Administrative Expenses](index=22&type=section&id=4.3.3%20Selling%20and%20Administrative%20Expenses) Total selling and administrative expenses for H1 2025 were RMB 9.5 million, a 4.9% year-on-year decrease, with selling and distribution expenses increasing due to more commercial project promotion activities, while administrative expenses decreased due to effective management Selling and Administrative Expenses (RMB million) | Indicator | 2025 H1 | 2024 H1 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Selling and administrative expenses | 9.5 | 10.0 | -4.9% | | Selling and distribution expenses | Increased 1.7 | - | | | Administrative expenses | Decreased 2.2 | - | | [Other Expenses](index=22&type=section&id=4.3.4%20Other%20Expenses) Other expenses for H1 2025 were RMB 107.8 million, a significant 63.3% year-on-year decrease, mainly due to reduced loan default penalties and no impairment of properties under development and completed properties for sale in this period Other Expenses (RMB million) | Item | 2025 H1 | 2024 H1 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total other expenses | 107.8 | 294.2 | -63.3% | | Loan default penalties | 106.9 | 197.4 | -45.8% | | Impairment of properties under development | – | 71.3 | -100% | | Impairment of completed properties held for sale | – | 18.1 | -100% | [Operating Loss](index=23&type=section&id=4.3.5%20Operating%20Loss) Operating loss for H1 2025 was RMB 147.7 million, a 56.2% year-on-year decrease, primarily benefiting from a significant reduction in other expenses Operating Loss (RMB million) | Indicator | 2025 H1 | 2024 H1 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Loss | (147.7) | (337.4) | Loss decreased 56.2% | - Operating loss decreased mainly due to a reduction in other expenses during the period[72](index=72&type=chunk) [Fair Value Changes of Investment Properties](index=23&type=section&id=4.3.6%20Fair%20Value%20Changes%20of%20Investment%20Properties) There was no change in the fair value of investment properties in H1 2025, compared to a loss of RMB 9.2 million recorded in the prior period Fair Value Changes of Investment Properties (RMB million) | Indicator | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Fair value changes | – | Loss 9.2 | [Finance Costs](index=23&type=section&id=4.3.7%20Finance%20Costs) Finance costs for H1 2025 were RMB 47.8 million, a 35.3% year-on-year increase Finance Costs (RMB million) | Indicator | 2025 H1 | 2024 H1 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Finance Costs | 47.8 | 35.3 | +35.3% | [Income Tax Expense](index=23&type=section&id=4.3.8%20Income%20Tax%20Expense) There was no income tax expense in H1 2025, compared to RMB 5.4 million in the prior period, primarily from land appreciation tax Income Tax Expense (RMB million) | Indicator | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Income Tax Expense | – | 5.4 | | Primary source | – | Land appreciation tax | [Loss Attributable to Owners of the Company](index=23&type=section&id=4.3.9%20Loss%20Attributable%20to%20Owners%20of%20the%20Company) Loss attributable to owners of the company for H1 2025 was RMB 136.8 million, a 59.1% year-on-year decrease, with basic loss per share falling to RMB 0.728 Loss Attributable to Owners of the Company and Loss Per Share | Indicator | 2025 H1 | 2024 H1 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Loss Attributable to Owners of the Company (RMB million) | (136.8) | (334.9) | Loss decreased 59.1% | | Basic Loss Per Share (RMB) | (0.728) | (1.783) | Loss decreased 59.1% | [Business Development](index=24&type=section&id=4.4%20Business%20Development) In H1 2025, Xingmeng International Commercial City (Tengzhou, Shandong Province) contributed all property sales revenue of RMB 32.6 million, and as of June 30, 2025, the Group had 5 property development projects with a total GFA of approximately 375,300 square meters, including 274,300 square meters completed, 22,000 square meters under development, and 79,000 square meters for future development [Overview of Property Sales Projects](index=24&type=section&id=4.4.1%20Overview%20of%20Property%20Sales%20Projects) In H1 2025, Xingmeng International Commercial City (Tengzhou, Shandong Province) contributed all property sales revenue of RMB 32.6 million, with a sales GFA of 3,647.38 square meters and an average selling price of RMB 8,938 per square meter Property Sales Project Overview (2025 H1) | Property Project | Location | Type | Sales GFA (sqm) | Revenue (RMB million) | Average Selling Price (RMB/sqm) | | :--- | :--- | :--- | :--- | :--- | :--- | | Xingmeng International Commercial City | Tengzhou, Shandong Province | Commercial | 3,647.38 | 32.6 | 8,938 | [Land Bank](index=24&type=section&id=4.4.2%20Land%20Bank) As of June 30, 2025, the Group had 5 property development projects with a total GFA of approximately 375,300 square meters, including 274,300 square meters completed, 22,000 square meters under development, and 79,000 square meters for future development - Number of property development projects: **5**[78](index=78&type=chunk) Land Bank Overview (As of June 30, 2025) | Status | Gross Floor Area (sqm) | | :--- | :--- | | Total GFA | 375,300 | | Completed | 274,300 | | Under Development | 22,000 | | For Future Development | 79,000 | [Liquidity and Capital Structure](index=24&type=section&id=4.5%20Liquidity%20and%20Capital%20Structure) As of June 30, 2025, the Group's cash and cash equivalents decreased, while trade payables and other liabilities increased due to provisions for penalties, further expanding net current liabilities; the current ratio remained at 0.18:1, and the gearing ratio, though improved, remained negative, indicating tight liquidity and insolvency, with total interest-bearing bank and other borrowings of RMB 1,212.6 million, all repayable on demand or within one year and overdue [Cash and Cash Equivalents](index=24&type=section&id=4.5.1%20Cash%20and%20Cash%20Equivalents) As of June 30, 2025, cash and bank balances (including restricted cash) totaled approximately RMB 1.5 million, a decrease from the end of 2024 Cash and Cash Equivalents (RMB million) | Indicator | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Cash and bank balances | 1.5 | 2.1 | [Trade Receivables and Other Assets](index=24&type=section&id=4.5.2%20Trade%20Receivables%20and%20Other%20Assets) As of June 30, 2025, the sum of trade receivables, prepayments, other receivables, and other assets was RMB 48.1 million, a slight decrease from the end of 2024 Trade Receivables and Other Assets (RMB million) | Indicator | As of June 30, 2025 | As of December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total | 48.1 | 48.7 | -1.2% | [Trade Payables and Other Liabilities](index=24&type=section&id=4.5.3%20Trade%20Payables%20and%20Other%20Liabilities) As of June 30, 2025, the sum of trade payables, contract liabilities, other payables, and accrued expenses was RMB 3,254.0 million, a 4.3% increase from the end of 2024, mainly due to provisions for related interest penalties and loan default amounts Trade Payables and Other Liabilities (RMB million) | Indicator | As of June 30, 2025 | As of December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total | 3,254.0 | 3,118.4 | +4.3% | - The increase was due to provisions for related interest penalties and fines received for loan defaults[81](index=81&type=chunk) [Total Assets and Liabilities](index=25&type=section&id=4.5.4%20Total%20Assets%20and%20Liabilities) As of June 30, 2025, total assets were RMB 2,124.6 million, a slight decrease; total liabilities were RMB 5,645.8 million, an increase; and net current liabilities further expanded to RMB 4,655.6 million Total Assets and Liabilities (RMB million) | Indicator | As of June 30, 2025 | As of December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 2,124.6 | 2,144.7 | -0.9% | | Total Current Assets | 990.2 | 1,010.3 | -2.0% | | Total Non-current Assets | 1,134.5 | 1,134.5 | No significant change | | Total Liabilities | 5,645.8 | 5,694.0 | +2.3% | | Total Current Liabilities | 5,645.8 | 5,518.2 | +2.3% | | Total Non-current Liabilities | 175.7 | 175.7 | No significant change | | Net Current Liabilities | (4,655.6) | (4,508.0) | +3.3% | [Current Ratio](index=25&type=section&id=4.5.5%20Current%20Ratio) As of June 30, 2025, the current ratio was 0.18:1, unchanged from the end of 2024, indicating continued tight liquidity Current Ratio | Date | Current Ratio | | :--- | :--- | | June 30, 2025 | 0.18:1 | | December 31, 2024 | 0.18:1 | [Gearing Ratio](index=25&type=section&id=4.5.6%20Gearing%20Ratio) As of June 30, 2025, the gearing ratio was (67.1)%, an improvement from (72.7)% at the end of 2024, but still negative, indicating the company is insolvent Gearing Ratio | Date | Gearing Ratio | | :--- | :--- | | June 30, 2025 | (67.1)% | | December 31, 2024 | (72.7)% | [Convertible Bonds](index=25&type=section&id=4.5.7%20Convertible%20Bonds) The Group issued HKD 300 million convertible bonds in 2018 with an annual interest rate of 6.5% plus a 1% handling fee, which matured on June 1, 2020, and as of the reporting period end, the principal and interest remain unsettled, with the bonds transferred to a new buyer on January 15, 2025 - Convertible bonds were issued on June 1, 2018, for **HKD 300 million** with an annual interest rate of **6.5%** (plus a **1%** handling fee), maturing on June 1, 2020[86](index=86&type=chunk) - As of the announcement date, the principal amount of approximately **RMB 274.1 million** (equivalent to HKD 300 million) and interest remain unsettled[87](index=87&type=chunk) - The convertible bonds were transferred to Motivational Mathematics Limited on January 15, 2025[87](index=87&type=chunk) [Capital Structure](index=26&type=section&id=4.5.8%20Capital%20Structure) The Group primarily funds its operations through shareholders' equity, bank credit, and internal resources, mainly denominated in RMB - Funding sources: Shareholders’ equity, bank credit, and internal resources[88](index=88&type=chunk) - Primary currency: RMB[88](index=88&type=chunk) [Borrowings](index=26&type=section&id=4.5.9%20Borrowings) As of June 30, 2025, total interest-bearing bank and other borrowings amounted to RMB 1,212.6 million, largely unchanged from the end of 2024, all repayable on demand or within one year Interest-Bearing Bank and Other Borrowings (RMB million) | Indicator | As of June 30, 2025 | As of December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Total | 1,212.6 | 1,212.7 | Slight decrease of 0.1 | | Repayable on demand or within one year | 1,212.6 | 1,212.7 | Slight decrease of 0.1 | [Material Events and Going Concern](index=26&type=section&id=4.6%20Material%20Events%20and%20Going%20Concern) The company completed amendments to its articles of association, capital reorganization, and a rights issue, raising net proceeds of approximately HKD 78.9 million primarily for debt repayment and general working capital; however, significant overdue borrowings and substantial net current liabilities create material uncertainty about its ability to continue as a going concern, prompting management to implement measures such as negotiating extensions, seeking additional financing, accelerating property sales, actively disposing of projects, and expediting inventory clearance to improve liquidity and financial position [Amendments to Articles of Association](index=26&type=section&id=4.6.1%20Amendments%20to%20Articles%20of%20Association) The resolution to amend the articles of association was considered and approved at the company's AGM on April 14, 2025, and became effective on the same day - Resolution to amend the articles of association was approved by shareholders and became effective on April 14, 2025[90](index=90&type=chunk) [Capital Reorganization and Rights Issue](index=27&type=section&id=4.6.2%20Capital%20Reorganization%20and%20Rights%20Issue) The capital reorganization and rights issue proposal were approved at the EGM on March 13, 2025; the capital reorganization became effective on May 23, 2025, and the rights issue was completed on July 29, 2025, raising net proceeds of approximately HKD 78.9 million, primarily for repaying convertible bonds, bank borrowings, and general working capital - Capital reorganization became effective on May 23, 2025, and the rights issue was completed on July 29, 2025[91](index=91&type=chunk) - Net proceeds from the rights issue amounted to approximately **HKD 78.9 million**[93](index=93&type=chunk) - Use of rights issue proceeds: Approximately **92%** for settling convertible bonds, repaying interest-bearing bank loans and other borrowings; approximately **8%** for the Group’s general working capital[93](index=93&type=chunk) [Disclaimer of Opinion on 2024 Annual Report and Going Concern Measures](index=27&type=section&id=4.6.3%20Disclaimer%20of%20Opinion%20on%202024%20Annual%20Report%20and%20Going%20Concern%20Measures) Given the substantial overdue borrowings (RMB 1,212.6 million) and convertible bonds, along with significant net current liabilities, there is material uncertainty regarding the company's ability to continue as a going concern; management has implemented measures including negotiating extensions with financial institutions, seeking additional financing (rights issue completed), accelerating pre-sales and sales of properties (e.g., Shandong project), actively disposing of property development projects or commercial properties (e.g., Shanghai project), and expediting property inventory clearance to improve liquidity and financial position - The Group has substantial overdue borrowings (approximately **RMB 1,212.6 million**), constituting events of default, which creates material uncertainty about its ability to continue as a going concern[14](index=14&type=chunk)[92](index=92&type=chunk) - Management has taken measures: negotiating extensions/repayment arrangements with financial institutions; seeking additional financing opportunities (rights issue completed); accelerating pre-sales and sales of properties under development and completed properties (e.g., Shandong project); actively disposing of property development projects or commercial properties (e.g., Shanghai project); and expediting property inventory clearance[15](index=15&type=chunk)[93](index=93&type=chunk) - The Directors are satisfied that the interim financial statements have been prepared on a going concern basis[16](index=16&type=chunk)[94](index=94&type=chunk) [Other Disclosures](index=29&type=section&id=4.7%20Other%20Disclosures) The Group held no other significant investments, had no future plans for major investments or capital assets, and no significant acquisitions or disposals of subsidiaries or joint ventures during the period; as of June 30, 2025, guarantees for certain buyers' mortgage loans amounted to approximately RMB 27.9 million, with some borrowings secured by properties under development, completed properties, investment properties, and subsidiary equity, and jointly guaranteed by the controlling shareholder and related parties; the Group primarily operates in RMB, has no foreign exchange hedging policy, and reduced its employee count to 40 as a cost-efficiency measure, with no purchases, sales, or redemptions of listed securities, nor any new significant litigation or arbitration matters during the period [Significant Investments Held](index=29&type=section&id=4.7.1%20Significant%20Investments%20Held) Apart from investments in subsidiaries, the Group held no other significant investments in equity interests of any other companies during the period - Apart from investments in subsidiaries, the Group did not hold any significant investments in equity interests of any other companies during the period[95](index=95&type=chunk) [Future Plans for Major Investments and Capital Assets](index=29&type=section&id=4.7.2%20Future%20Plans%20for%20Major%20Investments%20and%20Capital%20Assets) The Group currently has no other major investment and capital asset plans - The Group has no other major investment and capital asset plans[96](index=96&type=chunk) [Significant Acquisitions and Disposals of Subsidiaries and Joint Ventures](index=29&type=section&id=4.7.3%20Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Joint%20Ventures) The Group had no significant acquisitions or disposals of subsidiaries or joint ventures during the period - The Group had no significant acquisitions and disposals of subsidiaries and joint ventures during the period[97](index=97&type=chunk) [Guarantees for Mortgage Financing](index=29&type=section&id=4.7.4%20Guarantees%20for%20Mortgage%20Financing) As of June 30, 2025, the Group provided guarantees for mortgage loans of certain buyers amounting to approximately RMB 27.9 million Guarantees for Mortgage Financing (RMB million) | Date | Amount | | :--- | :--- | | June 30, 2025 | 27.9 | | December 31, 2024 | 28.0 | [Pledge of Assets](index=29&type=section&id=4.7.5%20Pledge%20of%20Assets) The Group had pledged or restricted bank deposits of approximately RMB 0.2 million, with some borrowings secured by properties under development, completed properties for sale, investment properties, and equity in certain subsidiaries, and jointly guaranteed by the controlling shareholder and related parties Pledged or Restricted Bank Deposits (RMB million) | Date | Amount | | :--- | :--- | | June 30, 2025 | 0.2 | | December 31, 2024 | 1.4 | - Certain other borrowings are secured by properties under development, completed properties held for sale, investment properties, and equity interests in certain subsidiaries of the Group[99](index=99&type=chunk) - Borrowings are jointly guaranteed by executive director Mr Chen Chengshou, his spouse and children, Xinming Group Co Ltd (an associate of the Group), and other non-controlling shareholders of certain subsidiaries of the Group[99](index=99&type=chunk) [Capital Expenditure](index=30&type=section&id=4.7.6%20Capital%20Expenditure) Capital expenditure for the acquisition of property, plant, and equipment was zero in H1 2025, and capital commitments for properties under development activities were approximately RMB 24.5 million as of June 30, 2025 Capital Expenditure and Commitments (RMB million) | Item | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Capital expenditure for acquisition of property, plant and equipment | 0 | 0 | | Capital commitments for properties under development activities (as of period end) | 24.5 | 24.5 (2024-12-31) | [Exchange Rate Fluctuation Risk](index=30&type=section&id=4.7.7%20Exchange%20Rate%20Fluctuation%20Risk) The Group primarily operates in RMB, with some bank deposits denominated in HKD, but has no foreign exchange hedging policy and will closely monitor exchange rate risks - The Group primarily conducts its business in RMB, with certain bank deposits denominated in HKD[102](index=102&type=chunk) - The Group has not entered into any foreign exchange hedging policy but will closely monitor foreign exchange risk[102](index=102&type=chunk) [Employees](index=30&type=section&id=4.7.8%20Employees) As of June 30, 2025, the Group had 40 employees, a decrease from the prior period, primarily due to cost-efficiency measures, and is committed to talent upgrading and improving its remuneration system Number of Employees | Date | Number of Employees | | :--- | :--- | | June 30, 2025 | 40 | | June 30, 2024 | 42 | - The decrease in employee numbers was mainly due to cost-efficiency measures[103](index=103&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=30&type=section&id=4.7.9%20Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's securities during the period and up to the date of this announcement - Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s securities[104](index=104&type=chunk) [Material Litigation](index=30&type=section&id=4.7.10%20Material%20Litigation) There were no new significant litigation or arbitration matters during the period - The Company had no new material litigation and arbitration matters[105](index=105&type=chunk) Corporate Governance and Review [Corporate Governance Practices](index=31&type=section&id=5.1%20Corporate%20Governance%20Practices) The company complies with the Corporate Governance Code, but the roles of Chairman and Chief Executive Officer are combined in Mr. Chen Chengshou, deviating from code provision C.2.1, though the Board believes this arrangement benefits the Group's business - The Company complies with the code provisions set out in the Corporate Governance Code in Appendix C1 to the Listing Rules[107](index=107&type=chunk) - Deviation from code provision C.2.1: The roles of chairman and chief executive officer should be separate and not performed by the same individual; Mr Chen Chengshou holds both positions[107](index=107&type=chunk) - The Board believes that Mr Chen Chengshou’s dual role as Chairman and Chief Executive Officer is beneficial to the Group’s business prospects and management[107](index=107&type=chunk) [Standard Code for Securities Transactions](index=31&type=section&id=5.2%20Standard%20Code%20for%20Securities%20Transactions) All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the period - All Directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules during the period[108](index=108&type=chunk) [Review of Interim Results](index=31&type=section&id=5.3%20Review%20of%20Interim%20Results) The Audit Committee has reviewed the company's interim results announcement and financial report - The Company’s Audit Committee has reviewed the unaudited condensed consolidated interim results announcement and financial report for the period[109](index=109&type=chunk) [Events After Reporting Period](index=31&type=section&id=Events%20After%20Reporting%20Period) Subsequent to the reporting period, the company completed a rights issue, raising net proceeds of approximately HKD 78.9 million, primarily for repaying convertible bonds, bank borrowings, and general working capital, with no other significant events occurring thereafter - The rights issue was approved at the EGM on March 13, 2025, with rights shares commencing trading on July 31, 2025[110](index=110&type=chunk) - Net proceeds from the rights issue amounted to approximately **HKD 78.9 million**[111](index=111&type=chunk) - Use of rights issue proceeds: Approximately **92%** for repaying convertible bonds, interest-bearing bank loans, and other borrowings; approximately **8%** for the Group’s general working capital[111](index=111&type=chunk) - No other significant events occurred after the reporting period, except as disclosed above[112](index=112&type=chunk) [Publication of Interim Results and Interim Report](index=32&type=section&id=Publication%20of%20Interim%20Results%20and%20Interim%20Report) The interim results announcement has been published on the company's and HKEX websites, and the interim report will be dispatched to shareholders and posted on the websites in due course - The interim results announcement has been published on the Company’s website (www.xinm.com.cn) and the HKEX website (www.hkexnews.hk)[113](index=113&type=chunk) - The 2025 interim report will be dispatched to shareholders and posted on the Company’s website and the HKEX website in due course[113](index=113&type=chunk)

Group 1 - The core announcement is that Hu Chaozhou and Shi Jianwen have been appointed as executive directors of the company, effective from August 22, 2025 [1]

Core Viewpoint - New Ming China (02699) announced the appointment of Mr. Hu Chaozhou and Mr. Shi Jianwen as executive directors, effective from August 22, 2025 [1] Group 1 - Mr. Hu Chaozhou has been appointed as an executive director [1] - Mr. Shi Jianwen has also been appointed as an executive director [1] - The effective date for both appointments is set for August 22, 2025 [1]

Group 1 - The company announced the appointment of Mr. Hu Chaozhou and Mr. Shi Jianwen as executive directors, effective from August 22, 2025 [1]

Xinming China Holdings Limited 新 明 中 國 控 股 有 限 公 司 董 事 會（「董事會」）成 員 載 列 如 下： 執行董事 陳承守先生 （主 席 兼 行 政 總 裁） 胡朝州先生 石艦文先生 非執行董事 曹志強先生 獨立非執行董事 陳慧恩女士 黃春蓮女士 李彥雯女士 新明中國控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2699） 董事名單與其角色和職能 | | 董事委員會 | 審 核 | 薪 酬 | 提 名 | | --- | --- | --- | --- | --- | | 董 事 | | 委員會 | 委員會 | 委員會 | | 陳慧恩女士 | | M | M | M | | 黃春蓮女士 | | M | M | M | | 李彥雯女士 | | C | C | M | | 陳承守先生 | | / | / | C | | 曹志強先生 | | / | / | M | 附 註： C－有 關 董 事 委 員 會 主 席 M－有 關 董 事 委 員 會 成 員 香 港，自 二 零 二 五 年 八 月 二 十 二 日 起 生 效 董 事 會 下 設 三 個 委 員 ...

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 對 因 本 公 告 全部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責 任。 Xinming China Holdings Limited 新明中國控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2699） 委任執行董事 新 明 中 國 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）謹 此 宣 佈 胡 朝 州 先 生（「胡先生」）及 石 艦 文 先 生（「石先生」）已 獲 委 任 為 本 公 司 執 行 董 事，自 二 零 二 五 年 八 月 二 十 二 日 起 生 效。 根 據 香 港 聯 合 交 易 所 有 限 公 司 證 券 上 市 規 則（「上市規則」）第13.51(2)條，胡 先 生 及 石 先 生 各 自 之 履 歷 詳 情 載 列 如 下： 胡先生 胡朝州先生，60歲，已獲委任為執行董事，自二零二五年八月二十二日起生效。 胡先生擁有超過30年 土 木 工 程 企 業 經 營 ...

Group 1 - The company, Xinming China (02699.HK), announced that it will hold a board meeting on August 29, 2025, to consider and approve the unaudited interim results for the six months ending June 30, 2025 [1] - The board meeting will also discuss the proposal for the distribution of an interim dividend, if any [1]

承董事會命 新明中國控股有限公司 公司秘書 新明中國控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2699） 董事會會議日期 新 明 中 國 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）謹 此 宣 佈，本 公 司 將 於 二 零 二 五 年 八 月 二 十 九 日（星 期 五）召 開 董 事 會 會 議，以（其 中 包 括）(i)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六個月之未經審核 中 期 業 績，及(ii)考 慮 派 發 中 期 股 息（如 有）的 建 議。 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 對 因 本 公 告 全部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責 任。 Xinming China Holdings Limited 甘俊英 香 港，二 零 二 五 年 八 月 十 三 日 於 本 公 告 日 期，執 行 董 事 為 陳 承 守 先 生；非 執 行 董 事 為 曹 志 強 先 生；而 ...

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 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 公司名稱: 新明中國控股有限公司（於開曼群島註冊成立之有限公司） 呈交日期: 2025年8月4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) | 02699 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | | | 本月底結存 | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | ...