（於 開 曼 群 島 註 冊 成 立 的 有 限 公 司） （股 份 代 號：3603） 職 權 範 圍－提 名 委 員 會 1. 組 成 信基沙溪集團股份有限公司（「本公司」）董 事（「董 事」）會（「董事會」）於二零 一九年十月三日議決成立本公司提名委員會（「委員會」），並 已 採 納 下 列 條 款 作 為 委 員 會 的 職 權 範 圍。 – 1 – 2.1 委 員 會 成 員 應 由 董 事 會 從 董 事 中 委 任，並 最 少 須 由 三 名 成 員 組 成，大 多 數 成 員 應 為 獨 立 非 執 行 董 事 及 最 少 一 名 成 員 應 為 不 同 性 別 的 董 事。 2.2 委 員 會 各 成 員 的 任 期 與 其 作 為 董 事 的 任 期 相 同。在 本 公 司 組 織 章 程 以 及 適 用 法 律 及 法 規 的 規 限 下，委 員 會 任 何 成 員 於 相 關 委 任 期 屆 滿 後 可 以 經 董 事 會 重 新 委 任 並 繼 續 擔 任 委 員 會 的 成 員。 2.3 倘 委 員 會 成 員 不 再 為 董 事 會 成 員，則 即 時 自 動 喪 失 出 任 委 ...

（於 開 曼 群 島 註 冊 成 立 的 有 限 公 司） （股 份 代 號：3603） 董事會名單與其角色和職能 信基沙溪集团股份有限公司董事（「董 事」）會（「董事會」）成 員 載 列 如 下： 執行董事 張漢泉先生 （主 席 及 首 席 執 行 官） 梅佐挺先生 張偉新先生 非執行董事 林烈先生 王藝雪女士 趙暉先生 獨立非執行董事 曾昭武博士 譚鎮山先生 鄭德珵博士 替任董事 張偉泉先生 （張 漢 泉 先 生 之 替 任 董 事） 梅嘉煒先生 （梅 佐 挺 先 生 之 替 任 董 事） 張嘉健先生 （張 偉 新 先 生 之 替 任 董 事） 董 事 會 已 設 立 三 個 董 事 委 員 會。下 表 提 供 各 董 事 會 成 員 於 該 等 委 員 會 中 所 擔 任 的 職 位 資 料： | | 董事委員會 | 審 核 | 薪 酬 | 提 名 | | --- | --- | --- | --- | --- | | 董 事 | | 委員會 | 委員會 | 委員會 | | 張漢泉先生 | | | 成員 | 主席 | | 梅佐挺先生 | | | | | | 張偉新先生 | | | | | | 林烈先生 ...

Announcement Details [Interim Results Announcement](index=1&type=section&id=Interim%20Results%20Announcement) This announcement presents the unaudited interim results for the six months ended June 30, 2025, alongside changes in the nomination committee and alternate director appointments - The company announced its unaudited condensed consolidated interim results for the six months ended June 30, 2025[3](index=3&type=chunk) - The Board is pleased to announce changes in the composition of the nomination committee and the appointment of alternate directors[2](index=2&type=chunk) Financial Highlights [Summary Financial Performance](index=1&type=section&id=Summary%20Financial%20Performance) For the six months ended June 30, 2025, revenue decreased by 9.9% to RMB 116,593 thousands, loss for the period significantly narrowed by 68.1% to RMB 29,130 thousands, and core net profit declined by 39.7% to RMB 28,313 thousands Summary Financial Highlights for the Six Months Ended June 30 | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 116,593 | 129,405 | -9.9% | | Loss for the period | (29,130) | (91,293) | -68.1% | | Core net profit | 28,313 | 46,977 | -39.7% | | Core net profit margin | 24% | 36% | -12.0pp | | Loss per share (RMB) | (0.02) | (0.06) | -66.7% | - Core net profit, a non-HKFRS measure, helps investors assess the Group's business performance by excluding losses from fair value changes of investment properties[4](index=4&type=chunk) Condensed Consolidated Financial Statements [Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the company's revenue was RMB 116,593 thousands, with operating loss significantly narrowing to RMB (8,584) thousands and loss for the period at RMB (29,130) thousands, primarily due to reduced fair value losses on investment properties Key Data from Condensed Consolidated Statement of Profit or Loss | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 116,593 | 129,405 | | Cost of sales | (21,615) | (21,517) | | Fair value loss on investment properties | (76,590) | (184,360) | | Operating loss | (8,584) | (89,642) | | Finance expenses – net | (24,557) | (26,849) | | Loss for the period | (29,130) | (91,293) | - The loss for the period is primarily attributable to owners of the company, amounting to RMB (29,086) thousands[5](index=5&type=chunk) [Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the company's total comprehensive loss for the period was RMB (29,130) thousands, consistent with the loss for the period, indicating no other comprehensive income items Condensed Consolidated Statement of Comprehensive Income | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Loss for the period | (29,130) | (91,293) | | Other comprehensive income for the period, net of tax | – | – | | Total comprehensive loss for the period | (29,130) | (91,293) | - The total comprehensive loss for the period is primarily attributable to owners of the company, amounting to RMB (29,086) thousands[6](index=6&type=chunk) [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets slightly decreased to RMB 2,649,416 thousands, total liabilities marginally increased to RMB 1,505,342 thousands, cash and cash equivalents rose to RMB 654,536 thousands, while investment property value decreased Key Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Total assets | 2,649,416 | 2,665,157 | | Total equity | 1,144,074 | 1,173,204 | | Total liabilities | 1,505,342 | 1,491,953 | | Investment properties | 1,897,520 | 1,971,588 | | Cash and cash equivalents | 654,536 | 582,501 | | Borrowings (non-current) | 573,320 | 574,420 | | Borrowings (current) | 262,704 | 239,004 | - Deferred income tax assets increased to RMB 5,195 thousands, while deferred income tax liabilities decreased to RMB 172,371 thousands[7](index=7&type=chunk)[8](index=8&type=chunk) Notes to the Interim Condensed Consolidated Financial Statements [General Information](index=6&type=section&id=General%20Information) Xinji Shaxi Group Co., Ltd. is incorporated in the Cayman Islands and primarily operates and manages hotel and household supplies malls in China, with its shares listed on the Main Board of the Hong Kong Stock Exchange on November 8, 2019 - The company is incorporated in the Cayman Islands and primarily engages in the operation and management of hotel and household supplies malls in China[9](index=9&type=chunk) - The company's shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited on November 8, 2019[10](index=10&type=chunk) [Basis of Preparation](index=6&type=section&id=Basis%20of%20Preparation) The unaudited interim condensed consolidated financial information is prepared in accordance with HKAS 34 "Interim Financial Reporting" and the Listing Rules, and should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2024 - The financial statements are prepared in accordance with HKAS 34 and the Listing Rules[11](index=11&type=chunk) - Financial information is presented in RMB, with all values rounded to the nearest thousand[10](index=10&type=chunk) [Application of New and Revised HKFRSs](index=7&type=section&id=Application%20of%20New%20and%20Revised%20HKFRSs) The Group first applied HKAS 21 (Amendment) "Lack of Exchangeability" for the accounting period beginning January 1, 2025, with no significant impact expected on the interim condensed consolidated financial statements - The Group has first applied HKAS 21 (Amendment) "Lack of Exchangeability", effective for accounting periods beginning on or after January 1, 2025[13](index=13&type=chunk) - These amendments are not expected to have a significant impact on the Group's unaudited interim condensed consolidated financial statements[14](index=14&type=chunk) [Key Accounting Estimates and Judgments](index=7&type=section&id=Key%20Accounting%20Estimates%20and%20Judgments) The preparation of interim financial information requires management to make judgments, estimates, and assumptions, which are consistent with those applied in the annual consolidated financial statements for the year ended December 31, 2024 - The significant judgments and sources of estimation uncertainty made by management in preparing the financial information are the same as those applied in the 2024 annual consolidated financial statements[15](index=15&type=chunk) [Segment Information](index=7&type=section&id=Segment%20Information) The Group's chief operating decision maker categorizes business into two operating segments: property leasing and property management services, with no geographical information presented as most revenue and assets are from the China market - The Group's operating segments include property leasing (managing self-owned/leased malls, online sales of hotel and household supplies, providing business management services) and property management services (providing services to tenants and apartment properties)[17](index=17&type=chunk)[18](index=18&type=chunk) - No geographical information is presented as most revenue and non-current assets are located in China[19](index=19&type=chunk) [Segment Revenue and Results](index=8&type=section&id=Segment%20Revenue%20and%20Results) For the six months ended June 30, 2025, property leasing segment revenue was RMB 88,017 thousands, property management services revenue was RMB 28,576 thousands, with property leasing recording a loss of RMB (14,504) thousands and property management services recording a profit of RMB 5,920 thousands Segment Revenue and Results (for the Six Months Ended June 30) | Indicator | Property Leasing (RMB thousands) | Property Management Services (RMB thousands) | Total (RMB thousands) | | :--- | :--- | :--- | :--- | | **2025** | | | | | Reportable segment revenue | 88,017 | 28,576 | 116,593 | | Segment (loss)/profit | (14,504) | 5,920 | (8,584) | | **2024** | | | | | Reportable segment revenue | 100,114 | 29,291 | 129,405 | | Segment (loss)/profit | (101,211) | 11,569 | (89,642) | - Property leasing revenue primarily derives from rental income, while property management services revenue primarily comes from contracts with customers[20](index=20&type=chunk) [Segment Assets and Liabilities](index=9&type=section&id=Segment%20Assets%20and%20Liabilities) As of June 30, 2025, property leasing segment assets were RMB 2,663,050 thousands and liabilities were RMB 443,316 thousands, while property management services segment assets were RMB 34,019 thousands and liabilities were RMB 71,070 thousands Segment Assets and Liabilities (as of June 30) | Indicator | Property Leasing (RMB thousands) | Property Management Services (RMB thousands) | Total (RMB thousands) | | :--- | :--- | :--- | :--- | | **2025** | | | | | Segment assets | 2,663,050 | 34,019 | 2,644,221 | | Segment liabilities | 443,316 | 71,070 | 461,538 | | **December 31, 2024** | | | | | Segment assets | 2,666,938 | 16,280 | 2,662,518 | | Segment liabilities | 429,227 | 53,771 | 462,298 | - Segment assets primarily include property and equipment, investment properties, intangible assets, receivables, and cash equivalents[22](index=22&type=chunk) - Segment liabilities primarily include trade and other payables, lease liabilities, contract liabilities, and customer advances[22](index=22&type=chunk) [Revenue](index=10&type=section&id=Revenue) For the six months ended June 30, 2025, total revenue was RMB 116,593 thousands, comprising RMB 83,595 thousands from property leasing, RMB 28,576 thousands from property management services, and RMB 4,418 thousands from goods sales Revenue Details (for the Six Months Ended June 30) | Revenue Source | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Property management services | 28,576 | 29,291 | | Goods sales | 4,418 | 4,518 | | Property leasing income | 83,595 | 95,596 | | **Total Revenue** | **116,593** | **129,405** | - Property management services revenue is recognized over the contract period with reference to performance progress, while goods sales revenue is recognized when customers obtain control of the assets[23](index=23&type=chunk)[24](index=24&type=chunk) - As of June 30, 2025, the total transaction price for long-term property management service contracts expected to be recognized after 1 year is RMB 228,171 thousands[25](index=25&type=chunk) [Cost of Sales, Selling & Marketing, Administrative Expenses](index=11&type=section&id=Cost%20of%20Sales,%20Selling%20%26%20Marketing,%20Administrative%20Expenses) For the six months ended June 30, 2025, total cost of sales, selling and marketing expenses, and administrative expenses were RMB 42,770 thousands, a slight increase from the prior year, with administrative expenses rising due to increased donations and selling and marketing expenses decreasing Details of Cost of Sales, Selling & Marketing, and Administrative Expenses | Expense Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Employee benefit expenses | 18,411 | 18,658 | | Cost of goods sold | 2,955 | 3,065 | | Marketing and advertising costs | 901 | 1,199 | | Property maintenance fees | 4,923 | 4,208 | | Donations | 1,000 | 77 | | **Total** | **42,770** | **41,902** | - Cost of sales amounted to RMB 21,615 thousands, selling and marketing expenses to RMB 3,707 thousands, and administrative expenses to RMB 17,448 thousands[27](index=27&type=chunk) [Income Tax Credit](index=12&type=section&id=Income%20Tax%20Credit) For the six months ended June 30, 2025, the company recorded an income tax credit of RMB 4,011 thousands, primarily from deferred income tax, with Chinese subsidiaries subject to a 25% corporate income tax rate Income Tax Credit Details | Tax Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Current income tax - China corporate income tax | 9,377 | 8,224 | | Deferred income tax credit | (13,388) | (33,422) | | **Total** | **(4,011)** | **(25,198)** | - The corporate income tax rate for Chinese subsidiaries is 25%[29](index=29&type=chunk) - Subsidiaries in the Cayman Islands, British Virgin Islands, and Hong Kong (without taxable profits) are exempt from income tax[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) [Loss Per Share](index=13&type=section&id=Loss%20Per%20Share) For the six months ended June 30, 2025, basic and diluted loss per share improved to RMB 0.02, from RMB 0.06 in the prior year, with diluted loss per share being the same as basic loss per share due to the absence of potential dilutive ordinary shares Loss Per Share Calculation Data | Indicator | 2025 (RMB thousands/thousands of shares) | 2024 (RMB thousands/thousands of shares) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the company | (29,086) | (91,484) | | Weighted average number of shares | 1,492,944 | 1,496,800 | | **Basic and diluted loss per share (RMB)** | **(0.02)** | **(0.06)** | - The company had no potential dilutive ordinary shares outstanding during the reporting period, thus diluted loss per share is the same as basic loss per share[35](index=35&type=chunk) [Dividends](index=13&type=section&id=Dividends) The Board did not recommend the declaration of an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board did not recommend the declaration of an interim dividend for the six months ended June 30, 2025[36](index=36&type=chunk) [Investment Properties](index=13&type=section&id=Investment%20Properties) As of June 30, 2025, the net book value of investment properties was RMB 1,897,520 thousands, a decrease from the end of 2024, with a fair value change loss of RMB 76,590 thousands recognized during the period, significantly reduced from the prior year Changes in Investment Properties | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Net book value at beginning of period | 1,971,588 | 2,284,851 | | Disposals | (5,370) | – | | Fair value change loss recognized in profit or loss | (76,590) | (314,532) | | Net book value at end of period | 1,897,520 | 1,971,588 | - Investment properties are revalued by independent valuers using the income capitalization approach and the comparison approach[38](index=38&type=chunk) - Investment properties amounting to RMB 853,830 thousands are pledged as collateral for the Group's borrowings[38](index=38&type=chunk) [Lease, Trade and Other Receivables](index=14&type=section&id=Lease,%20Trade%20and%20Other%20Receivables) As of June 30, 2025, total current receivables amounted to RMB 85,770 thousands, with net operating lease receivables at RMB 42,749 thousands, net finance lease receivables at RMB 12,273 thousands, and net trade receivables at RMB 10,725 thousands Details of Net Receivables | Receivable Category | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Operating lease receivables – net | 42,749 | 42,286 | | Finance lease receivables – net | 12,273 | 25,499 | | Trade receivables – net | 10,725 | 5,597 | | Other receivables – net | 14,613 | 14,307 | | **Total current portion** | **85,770** | **68,691** | - Finance lease receivables primarily arise from property leasing business, where customers are obligated to settle payments according to lease contracts[41](index=41&type=chunk) - Impairment losses have been recognized for deposits paid, refundable amounts, and advances for acquisition of subsidiaries[45](index=45&type=chunk) [Trade and Other Payables and Lease Liabilities](index=17&type=section&id=Trade%20and%20Other%20Payables%20and%20Lease%20Liabilities) As of June 30, 2025, current trade and other payables were RMB 159,497 thousands, and total lease liabilities were RMB 177,523 thousands, with the company having received RMB 50 million in deposits from property developers, included in other payables Details of Trade and Other Payables | Payable Category | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade payables | 15,227 | 17,502 | | Amounts payable for construction contracts | 20,894 | 22,179 | | Accrued salaries | 21,718 | 20,907 | | Tenant deposits | 59,953 | 59,199 | | Property developer deposits | 50,000 | 50,000 | | **Total current portion** | **159,497** | **162,795** | Details of Lease Liabilities | Term | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 1 year | 26,817 | 27,675 | | Over 1 year but not exceeding 2 years | 20,152 | 23,506 | | Over 2 years but not exceeding 5 years | 57,291 | 59,494 | | Over 5 years | 73,263 | 83,184 | | **Total** | **177,523** | **193,859** | - The RMB 50 million property developer deposit is related to the proposed Shaxi Village renovation plan, which is pending approval[47](index=47&type=chunk) [Borrowings](index=19&type=section&id=Borrowings) As of June 30, 2025, the Group's total bank borrowings were RMB 836,024 thousands, with a current portion of RMB 262,704 thousands, bearing interest at annual rates from 3.85% to 6.13% and secured by investment properties, with some personally guaranteed by directors Borrowings Details | Borrowing Category | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Bank borrowings - secured | 836,024 | 813,424 | | Less: Non-current portion | (573,320) | (574,420) | | **Current portion** | **262,704** | **239,004** | - Bank borrowings bear interest at annual rates ranging from 3.85% to 6.13% and are secured by investment properties amounting to RMB 853,830 thousands[49](index=49&type=chunk) - Part of the bank borrowings are personally guaranteed by Mr. Zhang Hanquan, Mr. Mei Zuoting, and Mr. Zhang Weixin, directors of the company, for RMB 157,000 thousands[49](index=49&type=chunk) Management Discussion and Analysis [Financial Review](index=20&type=section&id=Financial%20Review) During the reporting period, the company's revenue slightly decreased by 9.9% due to rental concessions, while loss for the period significantly narrowed by 68.1% mainly due to reduced fair value losses on investment properties, and core net profit declined by 39.7% primarily due to lower property leasing income [Revenue](index=20&type=section&id=Revenue_FinancialReview) The Group's revenue decreased by 9.9% from approximately RMB 129.4 million in the same period of 2024 to approximately RMB 116.6 million in the reporting period, primarily due to rental concessions granted to merchants Revenue Details and Year-on-Year Change | Revenue Source | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Rental income | 83,595 | 95,596 | -12.6% | | Property management services | 28,576 | 29,291 | -2.4% | | Sales of goods | 4,418 | 4,518 | -2.2% | | Others | 4 | – | N/A | | **Total** | **116,593** | **129,405** | **-9.9%** | - Rental income, accounting for 72% of total revenue, decreased by approximately RMB 12.0 million, mainly due to rental concessions granted to merchants in the first half of 2025[54](index=54&type=chunk) - Property management services revenue slightly decreased by 2.4%, and sales of goods revenue slightly decreased by 2.2%, both remaining stable[55](index=55&type=chunk)[56](index=56&type=chunk) [Cost of Sales](index=21&type=section&id=Cost%20of%20Sales_FinancialReview) Cost of sales for the reporting period was approximately RMB 21.6 million, showing no significant change compared to approximately RMB 21.5 million in the same period of 2024 - Cost of sales remained largely stable compared to the prior year, with no significant changes[57](index=57&type=chunk) [Fair Value Loss on Investment Properties](index=21&type=section&id=Fair%20Value%20Loss%20on%20Investment%20Properties) Fair value loss on investment properties significantly decreased by approximately RMB 107.8 million to approximately RMB 76.6 million in the reporting period, primarily due to the recovery of occupancy rates at Xinji Shaxi Hotel Supplies Expo City market and stable annual rental prices in the Shenyang market Fair Value Loss on Investment Properties | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (RMB thousands) | | :--- | :--- | :--- | :--- | | Fair value loss | (76,600) | (184,400) | 107,800 | - The reduction in loss is mainly attributable to the recovery of occupancy rates at Xinji Shaxi Hotel Supplies Expo City market and stable annual rental prices in the Shenyang market[58](index=58&type=chunk) [Selling and Marketing Expenses](index=21&type=section&id=Selling%20and%20Marketing%20Expenses) Selling and marketing expenses decreased by approximately RMB 0.7 million or 15.6% to approximately RMB 3.7 million in the reporting period, primarily due to reduced related expenses Selling and Marketing Expenses | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Selling and marketing expenses | 3,700 | 4,400 | -15.6% | [Administrative Expenses](index=21&type=section&id=Administrative%20Expenses) Administrative expenses increased by approximately RMB 1.5 million or 9.1% to approximately RMB 17.4 million in the reporting period, mainly due to a RMB 1.0 million increase in donation expenses compared to the prior year Administrative Expenses | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Administrative expenses | 17,400 | 16,000 | 9.1% | - The primary reason for the increase in administrative expenses is a RMB 1.0 million increase in donation expenses during the reporting period[60](index=60&type=chunk) [Other Income](index=21&type=section&id=Other%20Income_FinancialReview) Other income decreased by approximately RMB 0.6 million or 24.2% to approximately RMB 1.8 million in the reporting period Other Income | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Other income | 1,800 | 2,400 | -24.2% | [Operating Loss and Operating Loss Margin](index=22&type=section&id=Operating%20Loss%20and%20Operating%20Loss%20Margin) Operating loss significantly decreased by approximately RMB 81.0 million or 90.4% to approximately RMB 8.6 million in the reporting period, primarily due to the reduction in fair value loss on investment properties Operating Loss | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Operating loss | (8,600) | (89,600) | -90.4% | - The reduction in operating loss is primarily due to the decrease in fair value loss on investment properties[62](index=62&type=chunk) [Finance Income](index=22&type=section&id=Finance%20Income) Finance income decreased by approximately RMB 0.8 million or 43.6% to approximately RMB 1.1 million in the reporting period, mainly due to lower bank deposit interest rates Finance Income | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Finance income | 1,100 | 1,900 | -43.6% | - The decrease in finance income is primarily due to lower bank deposit interest rates[63](index=63&type=chunk) [Finance Expenses](index=22&type=section&id=Finance%20Expenses) Finance expenses decreased by approximately RMB 3.1 million or 10.8% to approximately RMB 25.6 million in the reporting period, mainly due to the repayment of some loans and lower loan interest rates Finance Expenses | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Finance expenses | 25,600 | 28,700 | -10.8% | - The decrease in finance expenses is primarily due to the repayment of some loans and lower loan interest rates[64](index=64&type=chunk) [Net Finance Expenses](index=22&type=section&id=Net%20Finance%20Expenses) Net finance expenses for the reporting period were approximately RMB 24.6 million, a decrease from approximately RMB 26.8 million in the same period of 2024, for the same reasons as the reduction in finance expenses Net Finance Expenses | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Net finance expenses | 24,600 | 26,800 | - The decrease in net finance expenses is primarily due to the repayment of some loans and lower loan interest rates[65](index=65&type=chunk) [Loss for the Period](index=22&type=section&id=Loss%20for%20the%20Period) The Group's loss decreased by 68.1% from approximately RMB 91.3 million in the same period of 2024 to approximately RMB 29.1 million in the reporting period, primarily due to the reduction in fair value loss on investment properties Loss for the Period | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the period | (29,100) | (91,300) | -68.1% | - The reduction in loss is primarily due to the decrease in fair value loss on investment properties held by the Group[66](index=66&type=chunk) [Core Net Profit](index=22&type=section&id=Core%20Net%20Profit) Core net profit for the reporting period decreased by 39.7% from approximately RMB 47.0 million in the same period of 2024 to approximately RMB 28.3 million, mainly due to a reduction of approximately RMB 12.8 million in property leasing income Core Net Profit | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Core net profit | 28,313 | 46,977 | -39.7% | - Core net profit is a non-HKFRS measure designed to assess the actual business performance by excluding the impact of non-recurring items such as fair value changes of investment properties[67](index=67&type=chunk) - The decrease in core net profit is primarily due to a reduction of approximately RMB 12.8 million in property leasing income[67](index=67&type=chunk) [Liquidity and Financial Resources](index=23&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the company's cash and cash equivalents increased to RMB 654.5 million, with the gearing ratio improving to 16%, and both net current assets and current ratio increasing, indicating enhanced liquidity Key Data for Liquidity and Financial Resources | Indicator | June 30, 2025 (RMB thousands/%) | December 31, 2024 (RMB thousands/%) | | :--- | :--- | :--- | | Cash and cash equivalents | 654,500 | 582,500 | | Bank borrowings | 836,000 | 813,400 | | Gearing ratio | 16% | 20% | | Net current assets | 145,600 | 100,400 | | Current ratio | 1.24 | 1.18 | - Bank borrowings bear interest at annual rates ranging from 4.43% to 6.06% and are secured by investment properties[70](index=70&type=chunk) [Cash and Cash Equivalents](index=23&type=section&id=Cash%20and%20Cash%20Equivalents) As of June 30, 2025, the Group's cash and cash equivalents were approximately RMB 654.5 million, an increase from RMB 582.5 million at the end of 2024, primarily denominated in RMB Cash and Cash Equivalents | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | 654,500 | 582,500 | [Borrowings and Pledges of Group Assets](index=23&type=section&id=Borrowings%20and%20Pledges%20of%20Group%20Assets) As of June 30, 2025, the Group's bank borrowings were approximately RMB 836.0 million, a slight increase from RMB 813.4 million at the end of 2024, with borrowings secured by investment properties valued at approximately RMB 853.8 million Borrowings and Pledged Assets | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Bank borrowings | 836,000 | 813,400 | | Pledged investment property value | 853,800 | 859,600 | [Gearing Ratio](index=23&type=section&id=Gearing%20Ratio) As of June 30, 2025, the gearing ratio (calculated as net debt divided by total capital) was 16%, an improvement from 20% as of December 31, 2024 Gearing Ratio | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Gearing ratio | 16% | 20% | [Net Current Assets and Current Ratio](index=23&type=section&id=Net%20Current%20Assets%20and%20Current%20Ratio) As of June 30, 2025, the Group had net current assets of approximately RMB 145.6 million and a current ratio of 1.24, both improved from the end of 2024, indicating a healthy liquidity position Net Current Assets and Current Ratio | Indicator | June 30, 2025 (RMB thousands/ratio) | December 31, 2024 (RMB thousands/ratio) | | :--- | :--- | :--- | | Net current assets | 145,600 | 100,400 | | Current ratio | 1.24 | 1.18 | [Future Plans for Major Investments or Capital Assets](index=24&type=section&id=Future%20Plans%20for%20Major%20Investments%20or%20Capital%20Assets) Except as disclosed in the prospectus or this announcement, the Group had no other future plans for major investments or capital assets as of June 30, 2025 - The Group had no other future plans for major investments or capital assets at the end of the reporting period[74](index=74&type=chunk) [Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=24&type=section&id=Acquisitions%20and%20Disposals%20of%20Subsidiaries,%20Associates%20and%20Joint%20Ventures) During the reporting period, the Group had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures - No significant acquisitions or disposals of subsidiaries, associates, and joint ventures occurred during the reporting period[75](index=75&type=chunk) [Treasury Management](index=24&type=section&id=Treasury%20Management) There were no significant changes in the Group's funding and treasury policies during the reporting period - There were no significant changes in the Group's funding and treasury policies during the reporting period[76](index=76&type=chunk) [Business Review](index=24&type=section&id=Business%20Review) The Group primarily operates hotel and household supplies malls in China, with business operations structured into six main segments, and revenue mainly derived from operating lease rental income from self-owned/leased malls and property management services - The Group primarily operates hotel and household supplies malls in China, with business operations structured into 6 main segments[77](index=77&type=chunk) - The main sources of revenue are operating lease rental income from self-owned/leased malls and property management services revenue[77](index=77&type=chunk) [Overview of Business Segments](index=24&type=section&id=Overview%20of%20Business%20Segments) The Group's six main business segments include malls (hotel and household supplies), sub-leased apartments, property management projects, entrusted malls, online mall sales, and exhibition management business - Business segments include malls, sub-leased apartments, property management projects, entrusted malls, online sales of hotel and household supplies, and exhibition management business[77](index=77&type=chunk) [Malls](index=24&type=section&id=Malls) The Group owns 5 malls, including 3 hotel supplies malls (Xinji Shaxi Hotel Supplies Expo City, Xinji Haotai Hotel Supplies City, Shenyang Xinji Shaxi Hotel Supplies Expo City) and 2 household supplies malls (Xinji Dashi Furniture City, Shenyang Xinji Shaxi International Household Supplies Expo Center) - The Group owns 5 malls, including 3 hotel supplies malls and 2 household supplies malls[78](index=78&type=chunk)[80](index=80&type=chunk) [Sub-leased Apartments](index=25&type=section&id=Sub-leased%20Apartments) Xinji Yuzheng, an indirect wholly-owned subsidiary, entered into a sub-lease agreement with Longmei Dongman to sub-lease Yuanyang Bangshe, and then sub-leased it to Bangshe Apartment Guangzhou for a 10-year term at a total consideration of approximately RMB 170.9 million - Xinji Yuzheng sub-leased Yuanyang Bangshe, with a total gross floor area of approximately 34,394 square meters, for a term of approximately 14.4 years[81](index=81&type=chunk) - Xinji Yuzheng then sub-leased Yuanyang Bangshe to Bangshe Apartment Guangzhou for a 10-year term at a total consideration of approximately RMB 170.9 million[81](index=81&type=chunk) [Property Management Projects](index=25&type=section&id=Property%20Management%20Projects) The Group has completed the acquisitions of Guangzhou Youxiang and Foshan Youxiang, primarily providing property management services for commercial complex projects, currently managing projects such as Xiajiao, Shangjiao Comprehensive Building, Yuedao, Longmei, and Xinji Plaza, with property leasing and management service income in Guangzhou decreasing - The Group acquired Guangzhou Youxiang and Foshan Youxiang, engaged in property management services for commercial complex projects[82](index=82&type=chunk) - Managed property projects include Xiajiao, Shangjiao Comprehensive Building, Yuedao, Longmei, and Xinji Plaza[82](index=82&type=chunk) Property Leasing and Management Service Income by Region (for the Six Months Ended June 30) | Region | Property Leasing Income 2025 (RMB thousands) | Property Leasing Income 2024 (RMB thousands) | Property Management Service Income 2025 (RMB thousands) | Property Management Service Income 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Guangzhou Region | 78,144 | 88,223 | 16,200 | 16,539 | | Foshan Region | – | – | 5,645 | 4,419 | | Shenyang Region | 5,451 | 7,373 | 6,731 | 8,333 | [Entrusted Malls](index=26&type=section&id=Entrusted%20Malls) The Group provides mall operation services to other mall owners, responsible for marketing and daily operations, and collects brand licensing fees and operation management fees, with the specific operating hours for the first entrusted hotel supplies mall, Yuetang International Hotel Supplies Trading and Exhibition Center, still under discussion and coordination - The Group provides mall operation services, responsible for marketing and daily operations, and collects brand licensing fees and operation management fees[84](index=84&type=chunk) - Yuetang International Hotel Supplies Trading and Exhibition Center is the Group's first entrusted hotel supplies mall, with specific operating hours yet to be determined[85](index=85&type=chunk) [Online Mall](index=27&type=section&id=Online%20Mall) During the reporting period, online mall sales of goods revenue was approximately RMB 4.4 million, largely consistent with the prior year, while the online mall's operating profit margin decreased to approximately 18% (2024: 39%) Online Mall Sales of Goods Revenue and Operating Profit Margin | Indicator | 2025 (RMB thousands/%) | 2024 (RMB thousands/%) | | :--- | :--- | :--- | | Sales of goods revenue | 4,400 | 4,500 | | Operating profit margin | 18% | 39% | - All goods sold are hotel and household supplies[86](index=86&type=chunk) [Exhibition Management Business](index=27&type=section&id=Exhibition%20Management%20Business) The Group provides exhibition management services for the South China Hotel Expo (CHE), but the CHE exhibition has been suspended since the outbreak of the COVID-19 pandemic in 2020, generating no revenue - The Group provides exhibition management services for the South China Hotel Expo (CHE)[87](index=87&type=chunk) - Since the COVID-19 pandemic in 2020, the CHE exhibition has been suspended and has generated no revenue[87](index=87&type=chunk) [Future Outlook](index=27&type=section&id=Future%20Outlook) The Group anticipates a continuously challenging business environment and will adjust its operating strategies to adapt to market changes, aiming to expand property management services, seek new business opportunities for diversified revenue streams, adhere to a light-asset model, and grow its online mall business - The Group will continuously adjust its operating strategies to adapt to market changes and strive to expand its property management services business[88](index=88&type=chunk) - It will seek new business opportunities, broaden revenue sources, and achieve business diversification for sustained and stable development[88](index=88&type=chunk) - The Group will adhere to the "brand output, management output, cooperative operation" light-asset model for rapid development and establish a vertical e-commerce service platform for the hotel supplies industry to expand its online mall business[89](index=89&type=chunk) Other Information [Compliance with Corporate Governance Code](index=28&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The company has complied with the principles and applicable code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Zhang Hanquan, which the Board believes is beneficial to the Group's management and subject to effective oversight by senior management and the Board - The company has complied with the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Zhang Hanquan[90](index=90&type=chunk) - The Board believes Mr. Zhang Hanquan's dual role is beneficial to the Group's development, with experienced senior management and the Board providing effective oversight and balance of power[91](index=91&type=chunk) - The company has an internal audit function, and the Audit Committee comprises all independent non-executive directors, with direct access to external auditors and independent professional advisors[92](index=92&type=chunk)[94](index=94&type=chunk) [Standard Code for Securities Transactions](index=29&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The company has adopted the Standard Code set out in Appendix C3 of the Listing Rules as the code of conduct for directors, senior management, and employees dealing in the company's securities, and all directors confirmed compliance during the reporting period - The company has adopted the Standard Code set out in Appendix C3 of the Listing Rules[96](index=96&type=chunk) - All directors confirmed compliance with the Standard Code during the reporting period and were not aware of any non-compliance by senior management[96](index=96&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=29&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20Listed%20Securities) During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities[97](index=97&type=chunk) [Share Option Scheme](index=29&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme on October 3, 2019, but no share options have been granted, exercised, cancelled, or lapsed, and there are no outstanding share options from the adoption date to June 30, 2025 - The company adopted a share option scheme on October 3, 2019[98](index=98&type=chunk) - As of June 30, 2025, no share options have been granted, exercised, cancelled, or lapsed, and there are no outstanding share options[98](index=98&type=chunk) [Events After Reporting Period](index=29&type=section&id=Events%20After%20Reporting%20Period) Except as disclosed in this announcement, there were no other significant events after June 30, 2025, and up to the date of this announcement - No other significant events occurred after the reporting period, other than those disclosed in this announcement[99](index=99&type=chunk) [Audit Committee](index=30&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, has reviewed the Group's interim results, accounting principles, and practices for the reporting period, discussed internal controls and financial reporting with management, and believes the interim results comply with relevant accounting standards - The Audit Committee comprises three independent non-executive directors: Dr. Zeng Zhaowu (Chairman), Mr. Tan Zhenshan, and Dr. Zheng Decheng[100](index=100&type=chunk) - The Committee has reviewed the interim results, accounting principles, and practices, and believes the interim results comply with relevant accounting standards[100](index=100&type=chunk) [Interim Results and Interim Report Publication](index=30&type=section&id=Interim%20Results%20and%20Interim%20Report%20Publication) This results announcement has been published on the HKEX website and the company's website, and the 2025 interim report containing all information will be dispatched to shareholders and published on the website in September 2025 - The results announcement has been published on the HKEX website and the company's website[101](index=101&type=chunk) - The 2025 interim report will be dispatched to shareholders and published on the website in September 2025[101](index=101&type=chunk) [Changes in Nomination Committee Composition](index=30&type=section&id=Changes%20in%20Nomination%20Committee%20Composition) Effective August 29, 2025, Ms. Wang Yixue, a non-executive director, and Mr. Tan Zhenshan, an independent non-executive director, were appointed as members of the Nomination Committee, which now comprises five members, aiming to enhance board effectiveness and diversity in compliance with amended Listing Rules - Ms. Wang Yixue and Mr. Tan Zhenshan were appointed as members of the Nomination Committee, effective August 29, 2025[102](index=102&type=chunk) - Following the changes, the Nomination Committee comprises five members, including Chairman Mr. Zhang Hanquan, Ms. Wang, Dr. Zeng Zhaowu, Mr. Tan, and Dr. Zheng Decheng[103](index=103&type=chunk) - This change aims to enhance board effectiveness and diversity, and comply with the amendments to the Listing Rules and Corporate Governance Code effective July 1, 2025[103](index=103&type=chunk)[104](index=104&type=chunk) [Appointment of Alternate Directors](index=31&type=section&id=Appointment%20of%20Alternate%20Directors) The Board resolved to appoint Mr. Zhang Weiquan, Mr. Mei Jiawei, and Mr. Zhang Jiajian as alternate directors for Mr. Zhang Hanquan, Mr. Mei Zuoting, and Mr. Zhang Weixin, respectively, effective August 29, 2025, with these alternate directors not having service contracts or receiving remuneration from the company - Mr. Zhang Weiquan, Mr. Mei Jiawei, and Mr. Zhang Jiajian were appointed as alternate directors for Mr. Zhang Hanquan, Mr. Mei Zuoting, and Mr. Zhang Weixin, respectively[105](index=105&type=chunk) - Mr. Zhang Weiquan is the younger brother of Mr. Zhang Hanquan, Mr. Mei Jiawei is the son of Mr. Mei Zuoting, and Mr. Zhang Jiajian is the son of Mr. Zhang Weixin[106](index=106&type=chunk)[108](index=108&type=chunk)[110](index=110&type=chunk) - The alternate directors have not entered into service contracts with the company and do not receive any remuneration[113](index=113&type=chunk)

內幕消息 以 及 根據上市規則第13.51B (2)條作出的公告 本公告乃由信基沙溪集团股份有限公司（「本公司」，連 同 其 附 屬 公 司 統 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、香 港 法例第571章證券及期貨條例第XIVA部內幕消息條文（定 義 見 上 市 規 則）及上市 規則第13.51B (2)條 作 出。 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倚賴該等內容而引致的任何損失承擔任何責 任。 （於 開 曼 群 島 註 冊 成 立 的 有 限 公 司） （股 份 代 號：3603） 本公司董事（「董 事」）會（「董事會」）謹此通知本公司股東（「股 東」）及 潛 在 投 資 者， 其 於2025年8月22日接獲張漢泉先生（「張漢泉先生」）、梅 佐 挺 先 生（「梅先生」）及 張偉新先生（「張偉新先生」）的 家 人 通 知，張 漢 泉 先 生、梅 先 生 及 張 偉 新 先 生 ...

Group 1 - The board meeting of Xinjisha Xi (03603.HK) is scheduled for August 29, 2025 [1] - The agenda includes the approval of the group's interim results for the six months ending June 30, 2025, and the consideration of an interim dividend [1] - Other matters will also be addressed during the board meeting [1]

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倚賴該等內容而引致的任何損失承擔任何責 任。 主 席 （於 開 曼 群 島 註 冊 成 立 的 有 限 公 司） （股 份 代 號：3603） 張漢泉 中 國 廣 州，2025年8月19日 於 本 公 告 日 期，董 事 會 包 括 主 席 兼 執 行 董 事 張 漢 泉 先 生；執 行 董 事 梅 佐 挺 先 生 及 張 偉 新 先 生；非 執 行 董 事 林 烈 先 生 、王 藝 雪 女 士 及 趙 暉 先 生；及 獨 立 非 執 行 董 事 曾 昭 武 博 士、譚 鎮 山 先 生 及 鄭 德 珵 博 士。 董事會會議公告 信基沙溪集团股份有限公司（「本公司」，連 同 其 附 屬 公 司 合 稱「本集團」）董 事（「董 事」）會（「董事會」）謹 此 宣 佈，董 事 會 會 議 將 於2025年8月29日（星 期 五）舉 行。董 事 會 將 於 會 上 通 過 議 案，其 中 包 括 批 准 ...

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: 信基沙溪集团股份有限公司 呈交日期: 2025年8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) | 03603 | 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 | | 0 | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | ...

Occupancy Rates - As of December 31, 2024, Xinji Shaxi Hotel Supplies Expo City recorded an occupancy rate of 87.9%, up from 82.8% in 2023[15]. - Xinji Haotai Hotel Supplies City achieved an occupancy rate of 91.4% in 2024, down from 95.9% in 2023[16]. - Shenyang Xinji Shaxi Hotel Supplies Expo City reported an occupancy rate of 32.84% in 2024, significantly decreased from 62.1% in 2023[18]. - Xinji Dashi Furniture City had an occupancy rate of 86.03% as of December 31, 2024, compared to 94.9% in 2023[20]. - The occupancy rate for the shopping center was 79.7% in 2024, down from 84.3% in 2023[22]. Rental and Operational Areas - Xinji Shaxi Hotel Supplies Expo City has a total rental area of approximately 62,124.08 square meters, housing 552 tenants[15]. - Xinji Haotai Hotel Supplies City has a total operational area of about 72,203.28 square meters, with 525 tenants[16]. - Shenyang Xinji Shaxi Hotel Supplies Expo City features a total rental area of approximately 58,720.12 square meters[18]. - Xinji Dashi Furniture City has a total operational area of around 24,576.16 square meters, with 44 tenants[20]. Financial Performance - For the fiscal year ending December 31, 2024, the company's core net profit was approximately RMB 73.8 million, a decrease of about RMB 9.0 million or 10.9% compared to RMB 82.8 million in 2023[24]. - The company's revenue for 2024 was approximately RMB 254.8 million, down by about RMB 18.6 million or 6.8% from RMB 273.4 million in 2023[24][31]. - The rental income accounted for 74% of total revenue in 2024, amounting to approximately RMB 188.6 million, a decrease of about RMB 10.8 million or 5.4% from RMB 199.4 million in 2023[32][33]. - Property management service revenue decreased by approximately RMB 3.3 million or 5.5% to about RMB 58.0 million in 2024, compared to RMB 61.3 million in 2023[34]. - Sales revenue from goods dropped by approximately RMB 3.2 million or 28.2% to about RMB 8.1 million in 2024, down from RMB 11.3 million in 2023[35]. Assets and Liabilities - Total assets as of December 31, 2024, were approximately RMB 2,665.2 million, a decrease from RMB 2,934.3 million in 2023[28]. - Total liabilities decreased to approximately RMB 1,491.9 million in 2024 from RMB 1,598.5 million in 2023[28]. - The company reported net current assets of RMB 100.4 million as of December 31, 2024, compared to RMB 144.1 million as of December 31, 2023, with a current ratio of 1.18[54]. Dividends and Share Repurchase - The company does not recommend a final dividend for 2024, consistent with 2023[30]. - The company repurchased 7,056,000 shares at a total cost of approximately HKD 451,912.01 in April 2024[62]. - The company did not declare any final dividend for the year ending December 31, 2024, and no interim dividend was distributed during the year[147]. Management and Governance - The board consists of 9 members, including 3 executive directors, 3 non-executive directors, and 3 independent non-executive directors[75]. - Zhang Hanquan has been the CEO and executive director since July 27, 2018, and is a key figure in the hotel supplies industry[76]. - The company has established good corporate governance policies and practices, focusing on accountability, transparency, and independence[92]. - The independent non-executive directors bring over 30 years of experience in finance and investment, enhancing the board's oversight capabilities[88]. - The company has established an internal communication platform to promote open communication and engagement among employees[99]. Risk Management - The company faces economic and regulatory risks that may impact property rental rates and demand for services, necessitating timely adjustments to align with market conditions[59]. - The company has a structured internal audit function to analyze and independently assess the adequacy and effectiveness of its risk management and internal control systems[131]. - The board is responsible for maintaining a sound risk management system and effective internal controls to protect the group's assets and shareholders' interests[131]. Future Plans and Strategies - The management remains optimistic about sustainable growth and plans to strengthen its competitive advantages and market leadership[25]. - The group will continue to expand its online mall business and establish a vertical e-commerce service platform for the hotel supplies industry to increase market share and brand influence[73]. - The company plans to utilize RMB 63.3 million for the development of new projects, with a timeline extended to 2027 due to the lack of suitable new projects[1]. Employee Information - As of December 31, 2024, the total number of employees in the group was approximately 260, a decrease of 4.4% from 272 in 2023[60]. - Employee benefits expenditure for 2024 was approximately RMB 36.8 million, down from RMB 39.1 million in 2023[60]. Environmental and Social Responsibility - The company has implemented environmental protection measures and encouraged employees to conserve energy and reduce waste[158]. - The company made charitable donations totaling approximately RMB 0.2 million for the year ending December 31, 2024[151].

Financial Performance - Revenue for the year ended December 31, 2024, was RMB 254,789 thousand, a decrease of 6.8% compared to RMB 273,372 thousand in 2023[4] - The net loss for the year was RMB 162,123 thousand, compared to a net loss of RMB 80,267 thousand in 2023, representing an increase in loss of 102.3%[5] - Core net profit for 2024 was RMB 73,776 thousand, down from RMB 82,782 thousand in 2023, resulting in a core net profit margin of 29% compared to 30% in the previous year[4] - The company reported a significant increase in investment property fair value loss to RMB 314,532 thousand in 2024 from RMB 217,399 thousand in 2023, an increase of 44.7%[5] - Basic and diluted loss per share for 2024 was RMB (0.11), compared to RMB (0.05) in 2023, indicating a worsening in per-share performance[5] - The net loss before tax for the year ending December 31, 2024, was RMB 201,429 thousand, worsening from a loss of RMB 91,087 thousand in 2023[23][24] - The group reported a pre-tax loss of RMB 201,429,000 for 2024, compared to a loss of RMB 91,087,000 in 2023, reflecting a significant increase in losses[44] - The income tax expense for 2024 was RMB 39,306,000, compared to RMB 10,820,000 in 2023, representing a significant increase[37] - The income tax expense calculated at the applicable corporate tax rate of 25% for China amounted to RMB 50,357,000 for 2024, up from RMB 22,772,000 in 2023[44] - Operating loss increased by approximately RMB 115.0 million or 347.6% from about RMB 33.1 million in 2023 to about RMB 148.1 million in 2024, mainly due to increased fair value losses on investment properties[89] Assets and Liabilities - The total assets decreased to RMB 2,665,157 thousand in 2024 from RMB 2,934,280 thousand in 2023, reflecting a decline of 9.2%[7] - Non-current liabilities decreased to RMB 939,942 thousand in 2024 from RMB 1,150,246 thousand in 2023, a reduction of 18.3%[8] - The total equity decreased to RMB 1,173,204 thousand in 2024 from RMB 1,335,736 thousand in 2023, a decline of 12.1%[8] - Total liabilities increased to RMB 1,491,953 thousand as of December 31, 2024, compared to RMB 1,598,544 thousand in 2023, showing a decrease of about 6.7%[25][26] - The group recognized lease liabilities of RMB 193,859,000 and related right-of-use assets of RMB 1,083,388,000 as of December 31, 2024, compared to RMB 214,867,000 and RMB 1,244,171,000 in 2023, respectively[49] - The total amount of trade payables due within one year is RMB 25,706,000 as of December 31, 2024, an increase from RMB 21,290,000 in 2023[64] - The total deferred tax liabilities for 2024 were RMB 242,803 thousand, down from RMB 300,062 thousand in 2023[77] Revenue Segments - The property leasing segment generated revenue of RMB 188,613 thousand for the year ending December 31, 2024, compared to RMB 199,442 thousand in 2023, reflecting a decrease of about 5.9%[23][24] - Revenue from property management services was RMB 57,965,000 in 2024, compared to RMB 61,310,000 in 2023, reflecting a decrease of 5.7%[32] - Property leasing income for 2024 was RMB 188,613,000, down from RMB 199,442,000 in 2023, representing a decline of 5.9%[32] - The total rental income for the group was RMB 188,613,000 in 2024, a decrease from RMB 199,442,000 in 2023[49] - Property management service income in Guangzhou region for 2024 is RMB 33,394,000, down from RMB 35,870,000 in 2023, representing a decline of 6.9%[108] - Sales of goods revenue fell by approximately RMB 3.2 million or 28.2% to about RMB 8.1 million in 2024, compared to RMB 11.3 million in 2023, primarily due to reduced revenue from the B2C platform[83] Cash Flow and Financial Position - Cash and cash equivalents increased to RMB 582,501 thousand in 2024 from RMB 513,011 thousand in 2023, an increase of 13.5%[7] - As of December 31, 2024, cash and cash equivalents amounted to approximately RMB 582.5 million, compared to RMB 513.0 million as of December 31, 2023[96] - The total borrowings amount to RMB 813.424 million as of December 31, 2024, down from RMB 880.436 million in 2023, reflecting a decrease of 7.6%[71] - The average effective interest rate for total borrowings decreased from 5.73% in 2023 to 5.56% in 2024[73] - The capital-to-debt ratio as of December 31, 2024, was 20%, down from 27% as of December 31, 2023[98] - As of December 31, 2024, net current assets were RMB 100.4 million, compared to RMB 144.1 million as of December 31, 2023, with a current ratio of 1.18 compared to 1.32 in 2023[99] Corporate Governance and Compliance - The company adheres to corporate governance principles as per the listing rules, ensuring effective management oversight[115] - The audit committee has reviewed the annual performance for 2024 and confirmed that it complies with relevant accounting standards and regulations[125] - The company confirmed that over 25% of its issued shares are held by the public, complying with listing rules[124] - The company has maintained compliance with the public float requirements as of the announcement date[124] - The company has not reported any significant events occurring after the end of the reporting period up to the announcement date[123] Future Outlook and Strategy - The company anticipates economic recovery in 2024, which is expected to positively impact its six main business segments[113] - The company plans to continue expanding its online store business and enhance market share and brand influence through a light-asset project development model[114] - The company aims to enhance stable cash flow by acquiring mature property management service projects, which will benefit the company and its shareholders[114] - The company maintains a cautious outlook for the next 12 months due to uncertainties in the broader economic recovery[113] Shareholder Information - The company will hold its annual general meeting on May 30, 2025, and will suspend share transfer registration from May 27 to May 30, 2025[127] - The company’s annual report for 2024 will be distributed to shareholders in April 2025[128] - The board did not recommend the payment of a final dividend for 2024, consistent with 2023[78] - The company did not derive more than 10% of its revenue from any single external customer for the year ended December 31, 2024, consistent with 2023[30] Audit and Financial Reporting - The company appointed Zhong Zheng Tian Heng CPA Limited as the new auditor effective from December 31, 2024, following the resignation of the previous auditor[122] - The group has adopted new and revised Hong Kong Financial Reporting Standards effective from January 1, 2024, with no significant impact on the financial position and performance[14] - The group has not early adopted any new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective, expecting no significant impact on the consolidated financial statements[15]

Revenue and Profitability - Revenue for the six months ended June 30, 2024, was approximately RMB 129.4 million, a slight increase of 0.2% from RMB 129.1 million in the same period of 2023[6]. - Core net profit for the same period was RMB 46.98 million, representing a core net profit margin of 36%, up from 28% in 2023[3][4]. - Rental income increased by approximately RMB 3.5 million or 3.8% to RMB 95.6 million, accounting for about 74% of total revenue[7]. - Property management service revenue decreased by approximately RMB 1.8 million or 5.9% to RMB 29.3 million due to reduced contract renewals and decreased managed area[8]. - Sales of goods revenue decreased by approximately RMB 1.0 million or 18.8% to RMB 4.5 million, primarily due to reduced income from the B2B platform[9]. - Other income increased by approximately RMB 0.9 million or 59% to about RMB 2.4 million, driven by compensation received for subway relocation, which was not present in the same period of 2023[14]. - The group’s revenue for the six months ended June 30, 2024, was RMB 129,405 thousand, a slight increase from RMB 129,101 thousand in the same period of 2023, representing a growth of approximately 0.23%[56]. - Total segment revenue for the property leasing segment is RMB 100,114 thousand, while the property management services segment generated RMB 29,291 thousand, leading to a total group revenue of RMB 129,405 thousand for the six months ended June 30, 2024, an increase from RMB 129,101 thousand in the same period last year[81]. Expenses and Losses - Selling and marketing expenses decreased by approximately RMB 3.1 million or 41% to RMB 4.4 million, mainly due to reduced payroll expenses[12]. - Administrative expenses decreased by approximately RMB 2.4 million or 13% to about RMB 16.0 million compared to RMB 18.4 million in the same period of 2023, primarily due to the absence of acquisition services during the reporting period[13]. - Operating loss increased by approximately RMB 13.4 million or 18% to about RMB 89.6 million from RMB 76.2 million in the same period of 2023[15]. - Net loss increased by approximately RMB 8.4 million or 10% to about RMB 91.3 million from RMB 82.9 million in the same period of 2023, mainly due to increased fair value losses on investment properties[16]. - The group reported a loss before tax of RMB 116,491 thousand for the six months ended June 30, 2024, compared to a loss of RMB 103,517 thousand for the same period in 2023, indicating a worsening of approximately 12.5%[81]. - The net loss for the period is RMB 91,293 thousand, compared to a net loss of RMB 82,929 thousand for the same period last year, reflecting an increase in losses of approximately 10.3%[82]. Financial Position - As of June 30, 2024, the company had cash and cash equivalents of approximately RMB 554.5 million, an increase from RMB 513.0 million as of December 31, 2023[26]. - The company's bank borrowings amounted to approximately RMB 859.9 million as of June 30, 2024, down from RMB 879.4 million as of December 31, 2023, with interest rates ranging from 4.45% to 6.13%[27]. - The capital-to-debt ratio as of June 30, 2024, was 24%, a decrease from 27% as of December 31, 2023[28]. - The company reported net current assets of approximately RMB 241.7 million as of June 30, 2024, compared to RMB 144.1 million as of December 31, 2023[29]. - Total assets as of June 30, 2024, were RMB 2,782,612 thousand, down from RMB 2,934,280 thousand as of December 31, 2023, representing a decrease of approximately 5.2%[59]. - The total liabilities decreased to RMB 1,538,578 thousand as of June 30, 2024, from RMB 1,598,544 thousand as of December 31, 2023, indicating a reduction of approximately 3.8%[59]. - The company’s total equity attributable to owners decreased to RMB 1,245,894 thousand as of June 30, 2024, down from RMB 1,334,947 thousand as of June 30, 2023, reflecting a decline of approximately 6.7%[62]. Investments and Future Plans - Unutilized net proceeds amounting to approximately RMB 133.3 million will be allocated to expand property management services and establish a vertical e-commerce platform for the hotel supplies industry[19]. - Approximately 30% of the unutilized net proceeds, amounting to about RMB 40.0 million, will be used to expand property management services[20]. - The company plans to utilize approximately RMB 63.3 million or 47.5% of the unutilized net proceeds for general development related to new projects in the hotel supplies and home decoration industries[20]. - The company has postponed the expected timeline for utilizing unallocated funds for new project development from 2023 to 2024 due to the lack of suitable new projects[4]. - The company plans to phase investments in establishing a vertical e-commerce service platform for the hotel supplies industry, delaying the expected timeline from 2023 to 2025[5]. - The company has not identified any significant investments or capital asset plans beyond those disclosed in the prospectus as of June 30, 2024[30]. Shareholder Information - As of June 30, 2024, Zhang Hanquan holds a 38.22% equity interest in the company, representing 570,564,000 shares[43]. - Major shareholders include Honchuen Investment, Zuoting Investment, and Weixin Development, each holding approximately 38.22% of the company's issued share capital, totaling 570,564,000 shares[45]. - AL Capital Global Opportunities Fund holds 129,180,000 shares, representing 8.65% of the company's issued share capital[45]. - Huiqun Investment Limited holds 93,375,000 shares, accounting for 6.25% of the company's issued share capital[45]. - The board of directors did not recommend any interim dividend for the reporting period, consistent with the same period in 2023[51]. - The company did not declare an interim dividend for the six months ended June 30, 2024, consistent with no dividend declared in the same period of 2023[102]. Employee and Governance - As of June 30, 2024, the total number of employees in the group was approximately 256, a decrease from 265 in the same period of 2023, with employee benefit expenses amounting to RMB 187 million, down from RMB 207 million in 2023[49]. - The company has established a compensation system based on job grading to ensure internal wage comparability among different levels and categories[49]. - The company emphasizes effective communication with employees to enhance their sense of belonging, which is considered core to successful management[49]. - The group has maintained compliance with corporate governance codes, ensuring accountability, transparency, and independence in its operations[40]. Risk Management and Compliance - The group continues to manage financial risks including market, credit, and liquidity risks, with no changes in risk management policies since December 31, 2023[69]. - The audit committee has been established and reviewed the financial information for the reporting period, ensuring compliance with applicable accounting standards[54]. - The company has no significant events or arbitration that would materially affect its operations during the reporting period[55]. - The company has no knowledge of any other significant matters requiring disclosure after the reporting period[52]. Cash Flow and Financial Activities - Operating cash flow for the six months ended June 30, 2024, was RMB 106,719 thousand, a significant increase of 81% compared to RMB 58,802 thousand for the same period in 2023[63]. - The company’s operating cash flow net amount for the six months ended June 30, 2024, was RMB 75,669 thousand, compared to RMB 25,426 thousand for the same period in 2023, indicating a substantial increase of approximately 197%[63]. - The company incurred RMB 9,470 thousand in costs related to business combinations under common control during the six months ended June 30, 2024, compared to RMB 24,750 thousand in the same period of 2023, indicating a decrease of approximately 62%[63]. - The company’s net cash used in investing activities for the six months ended June 30, 2024, was RMB 5,052 thousand, a significant improvement compared to RMB 28,092 thousand for the same period in 2023[63].