中 梁 控 股 集 團 有 限 公 司 （ 於開曼群島註冊成立的有限公司） （股份代號：2772） 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份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。 Zhongliang Holdings Group Company Limited 本集團始終致力執行該等計劃及措施，並將持續監控流動性狀況及財務穩健度，力求進一 步強化資本結構及提升股東價值。本公司將適時根據上市規則及╱或聯交所之要求就不發 表意見的更新情況刊發公告。 本公告所載上述資料乃未經審核，僅基於本集團初步內部資料編製。由於資料整理過程中 存在諸多不確定性因素，相關數據可能與本公司將按年度或半年度基準刊發的經審核或未 經審核綜合財務報表所披露數字存在差異。因此，上述資料僅供投資者參考。股東及潛在 投資者於買賣本公司證券時務請考慮相關風險，並審慎行事。 承董事會命 中梁控股集團有限公司 董事長 楊劍 為解決不發表意見而實施之 計劃及措施之最新資料 中梁控股集團有限公司（「本公司」，連同其附屬公司合 ...

Financial Performance - Contract sales amount for the year was RMB 12.07 billion, a year-on-year decrease of approximately 32.7%[3] - Total revenue for the year was RMB 12.3 billion, a year-on-year decrease of approximately 69.1%[3] - Net loss attributable to owners was RMB 4.1 billion, compared to a net loss of RMB 2.4 billion in the previous year[5] - The total comprehensive loss for the year amounted to RMB 6.09 billion, compared to RMB 2.89 billion in the previous year[6] - The group recorded a net loss of RMB 5,931,861,000 for the year ending December 31, 2025[16] - The loss attributable to equity holders of the parent company for the year was approximately RMB 4.08 billion, compared to a loss of RMB 2.43 billion in the previous year[38] - The group recorded a pre-tax loss of approximately RMB 5,023.5 million for the year ending December 31, 2025, compared to a pre-tax loss of approximately RMB 1,388.0 million for the year ending December 31, 2024[64] - The group recorded a total other net loss of approximately RMB 617.2 million for the year ending December 31, 2025, compared to a total other net loss of approximately RMB 309.5 million for the previous year[60] Debt and Liquidity - Total interest-bearing debt was reduced to RMB 17.7 billion as of December 31, 2025[3] - Total interest-bearing bank and other borrowings amounted to RMB 17,699,120,000, with RMB 8,113,839,000 due within the next 12 months[16] - The group is facing significant challenges regarding liquidity and financial stability, prompting the board to implement several plans and measures[17] - The group is actively seeking alternative financing and loans to fulfill its financial responsibilities and future operational and capital expenditures[17] - The group has engaged in negotiations with existing debt holders for the extension or postponement of bank and other borrowings[17] - The board believes that, considering the implemented plans, the group will have sufficient working capital to meet its financial obligations over the next twelve months[18] - The group is maintaining a cautious approach to short-term liquidity due to limited financing channels and has implemented measures to alleviate debt pressure[44] Revenue and Sales - Total revenue for 2025 was RMB 12,272,365, a significant decrease from RMB 39,681,871 in 2024, representing a decline of approximately 69.0%[21] - Revenue from customer contracts for 2025 was RMB 12,254,445, down from RMB 39,665,003 in 2024, indicating a decrease of about 69.0%[21] - The group achieved a contract sales amount of approximately RMB 12.07 billion for the year ending December 31, 2025, representing a year-on-year decrease of about 32.7%[47] - The average selling price for contract sales was approximately RMB 10,400 per square meter, with a total confirmed building area of 1,361,854 square meters, down approximately 63.7% year-on-year[53] Assets and Liabilities - Non-current assets totaled RMB 14.74 billion, down from RMB 16.24 billion in the previous year[7] - Current liabilities decreased to RMB 90.04 billion from RMB 102.02 billion in the previous year[8] - The company's cash and bank balances were RMB 3.33 billion, down from RMB 5.74 billion in the previous year[7] - Cash and cash equivalents stood at RMB 1,324,262,000 as of December 31, 2025[16] - The group's net current assets were approximately RMB 7,300.1 million as of December 31, 2025, down from approximately RMB 14,918.4 million as of December 31, 2024[68] Operational Strategy - The company is primarily engaged in property development, leasing, and management consulting services[10] - The group aims to accelerate property sales as part of its business strategy to improve cash flow[17] - The company has not made new project investments in 2025, focusing instead on ensuring property delivery and maintaining operational stability[42] - The company aims to improve overall liquidity and settle outstanding debts through various strategies, including timely communication with banks and accelerating property sales[76] Cost Management - The cost of sales decreased by approximately 62.9% to about RMB 14.40 billion for the year ending December 31, 2025, from approximately RMB 38.77 billion in 2024[54] - Sales and distribution expenses decreased by approximately 21.2% to about RMB 308.0 million for the year ending December 31, 2025, mainly due to a slowdown in marketing activities and reduced promotional budgets influenced by a weak real estate market[57] - Administrative expenses decreased by approximately 29.3% to about RMB 552.4 million for the year ending December 31, 2025, primarily due to savings in employee costs and management consulting fees[58] - Employee costs recognized as expenses for the year amount to approximately RMB 439.9 million, a decrease from RMB 597.4 million in 2024, reflecting a reduction in workforce from 2,150 to 1,515 employees[83] Future Outlook - The outlook for 2026 indicates a stable economic growth in China, with government policies expected to support the real estate market[45] - The company anticipates a revenue growth of 10% for the upcoming fiscal year, driven by new product launches and market expansion strategies[102] - Plans for market expansion include entering two new provinces in China, projected to contribute an additional HKD 1 billion in sales over the next year[105] - Future guidance suggests maintaining a focus on high-margin projects, with an expected increase in average selling price by 8% in the next quarter[104] Corporate Governance - The independent auditor's report did not express an opinion due to significant uncertainties regarding the group's ability to continue as a going concern[90] - The board of directors has not recommended the payment of a final dividend for the year ending December 31, 2025[97] - The company has not disclosed any significant acquisitions or disposals of major investments or capital assets as of December 31, 2025[82] - The annual report for 2025 will be published on the company's website and the Hong Kong Stock Exchange website[100]

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依賴該等內容而引致的任何損失 承擔任何責任。 本公告乃由中梁控股集團有限公司（「本公司」，連同其附屬公司合稱「本集團」）根據香港聯 合交易所有限公司《證券上市規則》（「上市規則」）第13.09條及證券及期貨條例（ 香港法例第 571章）第XIVA部項下的內幕消息條文（ 定義見上市規則）作出。 Zhongliang Holdings Group Company Limited 中 梁 控 股 集 團 有 限 公 司 （ 於開曼群島註冊成立的有限公司） （股份代號：2772） 內幕消息 盈利警告 董事長 本公司董事（「董事」）會（「董事會」）謹此告知本公司股東及潛在投資者，根據對本集團截至 2025年12月31日止年度（「報告期間」）的未經審核綜合管理賬目之初步審閱及本公司目前可 得的其他資料，與截至2024年12月31日止年度的母公司擁有人應佔虧損約人民幣24億元相 比，目前預計報告期間本集團錄得母公司擁有人應佔虧損約介乎人民幣40億元至人民幣45 億 ...

（ 於開曼群島註冊成立的有限公司） （股份代號：2772） 董事會會議舉行日期 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示概不就因本公告全部或任何部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。 Zhongliang Holdings Group Company Limited 中 梁 控 股 集 團 有 限 公 司 中梁控股集團有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事（「董事」）會（「董事 會」）謹此宣佈，本公司將於2026 年3月27 日（ 星期五 ）舉行董事會會議，以考慮及批准本集 團 截 至 2025 年 12 月 31 日 止 年 度 的 年 度 業 績 、 考 慮 建 議 末 期 股 息（ 如 有 ）及 處 理 任 何 其 他 事 項。 承董事會命 中梁控股集團有限公司 董事長 楊劍 香港，2026年3月17日 於本公告日期，執行董事為楊劍先生、陳紅亮先生、趙鵬先生、楊德業先生及胡輝女士，及獨立非執行董事 為王開國先生、吳曉波先生及歐陽寶豐先生。 ...

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 生或因依 賴該等內容 而引 致的任何損失承擔任何責任。 香港，2026年3月6日 中 梁 控 股 集 團 有 限 公 司（「 本 公 司」， 連 同 其 附 屬 公 司 合 稱「 本 集 團」）董 事（「 董 事」）會 （「董事會」）欣然宣佈本集團截至2026年2月的若干未經審核營運數據如下： 上述銷售數據未經審核，乃根據本集團初步內部資料編製，鑒於收集該等銷售資料過 程中存在各種不確定因素，該等銷售數據與本公司按年度或半年度刊發的經審核或未 經審核綜合財務報表中披露的數字可能存在差異。因此，上述數據僅供投資者參考。 投 資 者 買 賣 本 公 司 證 券 時 務 須 謹 慎 行 事 ， 避 免 不 恰 當 地 依 賴 該 等 資 料 。 如 有 任 何 疑 問，投資者應尋求專業人士或財務顧問的專業意見。 承董事會命 中梁控股集團有限公司 董事長 楊劍 Zhongliang Holdings Group Compan ...

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: 2026年2月28日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 中梁控股集團有限公司 FF301 II. 已發行股份及/或庫存股份變動及足夠公眾持股量的確認 | 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) | 02772 | 說明 | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | 已發行股份總數 | | | 上月底結存 | | | 4,447,245,648 | 0 | | 4,447,245,648 | | 增加 / 減少 (-) | | | 1,672,085 | 0 | | | | 本月底結存 | | | 4,448,917,733 | 0 | | 4,448,917,733 | 呈交日期: 2026年3月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 不適 ...

Core Viewpoint - The real estate industry is experiencing significant executive turnover at the beginning of 2026, with over ten companies undergoing management changes, reflecting a broader trend of organizational restructuring and strategic realignment in response to market pressures [3][5]. Group 1: Executive Changes - In early 2026, companies such as Diyi City Holdings, Zhongliang Holdings, and New World Development have reported executive resignations, with reasons ranging from retirement to personal choices [3][6]. - Zhongliang Holdings saw the resignation of He Jian, who had been with the company since 2015, and the appointment of Zhao Peng as the new executive director and co-president [6]. - Other companies like Rongsheng Development and Guangming Real Estate have also experienced frequent executive changes, indicating a trend across the industry [7]. Group 2: Organizational Restructuring - The beginning of the year is a critical period for real estate companies to implement reforms, with 21 companies making 31 organizational adjustments since January 2025 [9]. - Major firms such as Poly, China Overseas, and Longfor have initiated new rounds of optimization adjustments, indicating ongoing efforts to refine their operational structures [9][10]. - The restructuring aims to enhance resource allocation and core business management, reflecting a shift towards quality-focused survival strategies in the industry [10]. Group 3: Industry Trends and Challenges - The frequent changes in management are symptomatic of the broader challenges facing the real estate sector, including sales pressure and ongoing financial losses since 2022 [11]. - The shift from large-scale development to refined operations and asset-light models necessitates new leadership capable of navigating these changes [11]. - Companies are urged to focus on financial safety, operational efficiency, and precise investment strategies to adapt to the evolving market landscape [11].

Group 1 - Over ten real estate companies have experienced executive changes within just over a month since the beginning of 2026 [2][3] - Notable companies undergoing changes include Joy City Holdings, Zhongliang Holdings, New World Development, Rongsheng Development, Bright Realty, and others, with reasons ranging from retirement to personal resignations [2][3] - The adjustments in management are closely aligned with the companies' business development and strategic needs, indicating a trend of organizational restructuring within the industry [2][3] Group 2 - The trend of executive turnover in real estate companies has been ongoing since last year and continues into 2026, with significant changes reported [3][4] - For instance, Joy City Holdings announced the resignation of director Chen Lang due to retirement, while Zhongliang Holdings saw the resignation of He Jian and the appointment of Zhao Peng as new executive director [3][4] - Other companies like Rongsheng Development and Bright Realty have also reported multiple executive resignations for personal reasons, reflecting a broader pattern of leadership changes across the sector [3][4] Group 3 - A new wave of organizational restructuring is occurring, with 21 real estate companies implementing 31 adjustments since January 2025 [5][6] - Major firms such as Poly, China Overseas, and Longfor are undergoing multiple rounds of restructuring, indicating a shift towards optimizing organizational efficiency [5][6] - The adjustments aim to enhance resource allocation and core business management, reflecting a transition towards quality-focused operations in the real estate sector [6][7] Group 4 - The frequent changes in management are indicative of the broader challenges faced by the real estate industry, including sales pressure and financial losses since 2022 [7] - The need for management adjustments is driven by the shift from large-scale development to refined operations and asset-light models, necessitating new leadership with different skill sets [7] - Companies are now focusing on financial security, operational efficiency, and precise investment strategies to adapt to the evolving market landscape [7]

Core Viewpoint - The real estate industry is experiencing significant executive turnover, with over ten companies undergoing leadership changes within a month, reflecting a broader trend of organizational restructuring and strategic realignment in response to market pressures [2][3][7]. Group 1: Executive Changes - More than ten real estate companies, including Joy City Holdings, Zhongliang Holdings, and New World Development, have reported executive changes since the beginning of 2026, with reasons ranging from retirement to personal resignations [2][3]. - Joy City Holdings announced the resignation of director Chen Lang due to reaching retirement age, while Zhongliang Holdings saw the departure of executive director He Jian and the appointment of Zhao Peng as his successor [3]. - Other companies like Rongsheng Development and Guangming Real Estate have also experienced frequent executive changes, indicating a trend of leadership turnover across the sector [4][5]. Group 2: Organizational Restructuring - The beginning of the year is a critical period for real estate companies to implement reforms, with 21 companies undergoing 31 organizational adjustments since January 2025 [5]. - Major firms such as Poly, China Overseas, and Longfor have initiated new rounds of optimization adjustments, with China Overseas restructuring its management model from a three-tier to a two-tier system [6]. - The adjustments aim to enhance resource allocation and core business management, reflecting a shift towards quality-focused operations in response to market challenges [6][7]. Group 3: Industry Trends and Challenges - The frequent changes in leadership are indicative of the industry's response to ongoing sales pressures and financial losses experienced by publicly listed real estate companies since 2022 [7]. - The shift from large-scale development to refined operations and asset-light models necessitates new leadership capable of navigating these changes [7]. - Companies are urged to focus on financial security, operational efficiency, and precise investment strategies to adapt to the evolving economic landscape [7].

Market Overview - The Hong Kong stock market showed initial gains but narrowed its increase, with the Hang Seng Index closing up 0.58% above 27,000 points, while the Hang Seng China Enterprises Index and Hang Seng Tech Index rose by 0.81% and 0.62% respectively [1][2]. Sector Performance - Technology stocks rebounded, driven by AI application stocks, with the stock of Reading Group surging over 15%. The film and entertainment sector remained active, and the biopharmaceutical sector saw widespread gains, led by Fuhong Hanlin [3][4]. - New consumption concept stocks, paper industry stocks, home appliance stocks, shipping stocks, and automotive stocks mostly increased. Conversely, education stocks faced declines, with gaming stocks collectively sluggish, and real estate, gas, electric, and telecom stocks also underperformed [3][4]. Notable Stocks - AI application stocks saw significant gains, with Reading Group rising 15.41%, and Zhiyun up 14.81%, reaching a new historical high during the session. Other stocks like Fubo Group and Yidu Technology also experienced increases [6][8]. - In the film sector, Orange Sky Entertainment rose over 7%, with other companies like Damai Entertainment and Ningmeng Film also following suit [10]. - The biopharmaceutical sector was buoyed by Fuhong Hanlin's increase of over 7%, with other companies like WuXi Biologics and WuXi AppTec also seeing gains [12]. Industry Insights - The real estate sector faced pressure, with Shimao Group dropping over 6% amid ongoing sales challenges in the industry. Major real estate companies are reportedly initiating organizational restructuring [13][14]. - Education stocks struggled, with Guangzheng Education falling over 5%, alongside declines in New Oriental and other educational institutions [15]. Investment Outlook - According to Everbright Securities, the current liquidity environment in the Hong Kong stock market is entering an observation period, with limited space for further tightening. Positive catalysts could lead to a recovery in market sentiment and capital inflow [22].