公司名稱: 方圓生活服務集團有限公司 呈交日期: 2025年10月8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) | 09978 | 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 | 本月底法定/註冊股本總額： HKD 100,000,000 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9月30日 狀態: ...

[Company Information](index=3&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) [Board of Directors and Key Personnel](index=3&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%8F%8A%E4%B8%BB%E8%A6%81%E4%BA%BA%E5%93%A1) This section outlines Fangyuan Life Services Group Co., Ltd.'s corporate details, including board changes, auditors, and key operational information - Board member changes include Mr. Fang Ming's re-designation as Executive Director, Mr. Sun Ligong's appointment as CEO, Mr. Cao Bingchang's resignation, and the appointment or re-designation of Ms. Chen Zhuoman, Ms. Xie Lihua, and Mr. Du Chenghua[4](index=4&type=chunk) - The auditor is Zhongrui Hexin Certified Public Accountants Co., Ltd[5](index=5&type=chunk) - Major banks include Industrial Bank, Agricultural Bank of China, and Shanghai Pudong Development Bank[5](index=5&type=chunk) [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) [Profit or Loss Overview](index=4&type=section&id=%E6%90%8D%E7%9B%8A%E6%A6%82%E8%A7%88) For H1 2025, the Group's net loss significantly narrowed to **RMB 6.52 million**, a **47.0% improvement** from the prior year, primarily due to reduced financial asset impairment losses | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 168,431 | 186,085 | | Service Costs | (135,000) | (148,094) | | Gross Profit | 33,431 | 37,991 | | Loss Before Income Tax | (9,212) | (13,313) | | Loss for the Period | (6,520) | (12,310) | | Loss Per Share (RMB cents) | (1.50) | (3.67) | - Net impairment losses on financial assets significantly decreased from **RMB 32,816 thousand** in H1 2024 to **RMB 23,576 thousand** in H1 2025[10](index=10&type=chunk) [Unaudited Condensed Consolidated Statement of Financial Position](index=5&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) [Balance Sheet Overview](index=5&type=section&id=%E8%B3%87%E7%94%A2%E8%B2%A0%E5%82%B5%E6%A6%82%E8%A7%88) As of June 30, 2025, the Group's net current liabilities increased to **RMB 36.17 million**, total assets and shareholders' equity decreased, reflecting ongoing liquidity pressure | Metric | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total Non-current Assets | 120,813 | 121,564 | | Total Current Assets | 227,426 | 245,178 | | Total Current Liabilities | 263,593 | 273,193 | | Net Current Liabilities | (36,167) | (28,015) | | Net Assets | 77,620 | 85,724 | | Equity Attributable to Owners of the Company | 29,812 | 34,055 | - Trade receivables decreased from **RMB 83,956 thousand** as of December 31, 2024, to **RMB 79,689 thousand** as of June 30, 2025[11](index=11&type=chunk) - Bank balances and cash decreased from **RMB 64,765 thousand** as of December 31, 2024, to **RMB 44,036 thousand** as of June 30, 2025[11](index=11&type=chunk) [Unaudited Condensed Consolidated Statement of Changes in Equity](index=7&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) [Equity Movement Analysis](index=7&type=section&id=%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E5%88%86%E6%9E%90) For H1 2025, equity attributable to owners decreased to **RMB 29.81 million**, mainly due to a period loss of **RMB 5.999 million** and dividends paid to non-controlling interests - Equity attributable to owners of the Company decreased from **RMB 34,055 thousand** as of January 1, 2025, to **RMB 29,812 thousand** as of June 30, 2025[13](index=13&type=chunk) - Loss for H1 2025 was **RMB 5,999 thousand**, a significant narrowing from **RMB 14,673 thousand** in H1 2024[13](index=13&type=chunk) - Dividends paid to non-controlling interests in H1 2025 amounted to **RMB 3,340 thousand**[13](index=13&type=chunk) [Unaudited Condensed Consolidated Statement of Cash Flows](index=8&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) [Cash Flow Overview](index=8&type=section&id=%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E6%A6%82%E8%A7%88) For H1 2025, net cash used in operating activities was **RMB 18.76 million**, an improvement from the prior year, but net cash and cash equivalents decreased by **RMB 20.73 million**, with the period-end balance at **RMB 44.04 million** | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (18,762) | (22,551) | | Net Cash Used in Investing Activities | (276) | (1,016) | | Net Cash Used in Financing Activities | (1,689) | (10,392) | | Net Decrease in Cash and Cash Equivalents | (20,727) | (33,959) | | Cash and Cash Equivalents at End of Period | 44,036 | 54,317 | - Dividends paid to non-controlling interests in H1 2025 were **RMB 1,535 thousand**, a decrease from **RMB 3,845 thousand** in the prior year[14](index=14&type=chunk) [Notes to the Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) [1. General Information](index=9&type=section&id=1.%20%E4%B8%80%E8%88%AC%E8%B3%87%E6%96%99) This note outlines the company's registration, listing status, and primary business activities of providing professional property management and value-added services in China - The Company is incorporated in the Cayman Islands, with its shares listed on the Main Board of The Stock Exchange of Hong Kong Limited[15](index=15&type=chunk) - The Group's principal activities are providing residential and non-residential property management services and value-added services in China[15](index=15&type=chunk) - Mr. Fang Ming, Ms. Xie Lihua, and Mr. Huang Peng are parties acting in concert and the ultimate controlling shareholders of the Group[16](index=16&type=chunk) [2. Basis of Preparation](index=9&type=section&id=2.%20%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96) This note details the basis of preparation for the consolidated financial statements, highlighting significant going concern uncertainties and management's liquidity mitigation efforts - As of June 30, 2025, the Group recorded a net loss of approximately **RMB 6.52 million** and its current liabilities exceeded current assets by approximately **RMB 36.17 million**, raising significant doubt about its ability to continue as a going concern[20](index=20&type=chunk) - Management has taken measures to alleviate liquidity pressure, including financial support from shareholders, negotiating repayment arrangements with suppliers, cost and capital expenditure reductions, and expecting positive cash flow from operating activities[21](index=21&type=chunk)[23](index=23&type=chunk)[25](index=25&type=chunk) [3. Significant Accounting Policies](index=10&type=section&id=3.%20%E9%87%8D%E5%A4%A7%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96%E8%B3%87%E6%96%99) This note confirms interim financial statement accounting policies are consistent with annual statements, with new HKFRS standards expected to have no material impact - The accounting policies used in preparing these interim financial statements are consistent with those used in the 2024 annual financial statements, except for new and revised Hong Kong Financial Reporting Standards[24](index=24&type=chunk) - The Directors anticipate that the application of new and revised HKFRS will not have any material impact on the financial statements[24](index=24&type=chunk) [4. Segment Reporting](index=10&type=section&id=4.%20%E5%88%86%E9%83%A8%E5%A0%B1%E5%91%8A) This note identifies the Group's operating segments, integrated real estate agency and professional property management, detailing their revenue and profit/loss - The Group's reportable operating segments are integrated real estate agency services and professional property management services[26](index=26&type=chunk) | Segment | H1 2025 Revenue (RMB thousand) | H1 2024 Revenue (RMB thousand) | | :--- | :--- | :--- | | Real Estate Agency Services | 692 | 5,432 | | Property Management Services | 167,739 | 180,653 | | Total | 168,431 | 186,085 | - The chief operating decision-maker does not regularly review segment assets and liabilities, thus total assets and liabilities for each operating segment are not presented[29](index=29&type=chunk) [5. Revenue](index=12&type=section&id=5.%20%E6%94%B6%E7%9B%8A) This note details the Group's revenue breakdown and recognition, showing property management as the primary income source, despite a decline across all service revenues | Revenue Type | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Real Estate Agency Services Revenue | 692 | 5,432 | | Property Management Services Revenue | 147,455 | 152,648 | | Non-owner Value-Added Services Revenue | 4,881 | 7,983 | | Community Value-Added Services Revenue (Other Value-Added Services) | 15,240 | 19,511 | | Community Value-Added Services Revenue (Goods Sales) | 163 | 511 | | Total | 168,431 | 186,085 | [6. Other Income, Losses and Gains, Net](index=12&type=section&id=6.%20%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5%E3%80%81%E虧%E6%90%8D%E5%8F%8A%E6%94%B6%E7%9B%8A%E6%B7%A8%E9%A1%8D) This note presents the Group's other income, losses, and gains, net, showing a net loss of **RMB 359 thousand** in H1 2025, compared to a net gain of **RMB 795 thousand** in the prior year | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Fair Value Loss on Investment Properties | (291) | - | | Government Grants | 109 | 52 | | Interest Income | 3 | 105 | | Net Exchange Gain | (382) | 105 | | Fair Value Gain on Financial Assets at FVTPL | 148 | 199 | | Other Income, Losses and Gains, Net | (359) | 795 | - Government grants primarily refer to refunds of value-added tax and other tax incentives received from Chinese tax authorities[33](index=33&type=chunk) [7. Loss Before Income Tax](index=13&type=section&id=7.%20%E6%89%80%E5%BE%97%E7%A8%85%E5%89%8D%E虧%E6%90%8D) This note details loss before income tax components, highlighting net impairment losses on financial assets as a key factor, significantly reduced in H1 2025 | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Employee Benefit Expenses | 65,531 | 71,136 | | Net Impairment Losses on Financial Assets | 23,576 | 32,816 | | - Trade Receivables | 16,468 | 19,755 | | - Amounts Due from Associates | 6,894 | 4,987 | | - Amounts Due from Non-controlling Interests | 199 | 50 | | - Other Receivables | 15 | 901 | - Net impairment losses on financial assets primarily consist of impairment provisions for trade receivables and amounts due from associates[34](index=34&type=chunk) [8. Income Tax](index=14&type=section&id=8.%20%E6%89%80%E5%BE%97%E7%A8%85) This note explains income tax composition, including current and deferred tax, and outlines applicable Chinese corporate income tax rates and preferential policies | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Current Tax - PRC Corporate Income Tax | 1,924 | 1,431 | | Deferred Tax | (4,616) | (2,434) | | Total Income Tax | (2,692) | (1,003) | - Chinese entities are subject to a 25% income tax rate, but certain subsidiaries enjoy a **5%** preferential income tax rate for qualifying as small and micro enterprises[39](index=39&type=chunk) [9. Dividends](index=14&type=section&id=9.%20%E8%82%A1%E6%81%AF) This note confirms the Company neither paid nor declared any dividends for H1 2025 or since the reporting period end - The Company neither paid nor declared any dividends for the six months ended June 30, 2025, nor has it proposed any dividends since the end of this reporting period[36](index=36&type=chunk) [10. Loss Per Share](index=14&type=section&id=10.%20%E6%AF%8F%E8%82%A1%E虧%E6%90%8D) This note provides basic and diluted loss per share calculations, showing a H1 2025 loss of **RMB 1.50 cents**, an improvement from **RMB 3.67 cents** in the prior year | Metric | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Loss for the Period Attributable to Owners of the Company (RMB thousand) | (5,999) | (14,673) | | Weighted Average Number of Ordinary Shares | 400,000,000 | 400,000,000 | | Loss Per Share (RMB cents) | (1.50) | (3.67) | - Diluted loss per share is the same as basic loss per share due to the absence of potentially dilutive ordinary shares[37](index=37&type=chunk) [11. Property, Plant and Equipment](index=14&type=section&id=11.%20%E7%89%A9%E6%A5%AD%E3%80%81%E5%BB%A0%E6%88%BF%E5%8F%8A%E8%A8%AD%E5%82%99) This note discloses the Group's property, plant, and equipment acquisitions and disposals, showing reduced acquisition costs and a loss from disposals in H1 2025 - Total cost of property, plant and equipment acquired in H1 2025 was **RMB 855 thousand**, a decrease from **RMB 930 thousand** in the prior year[38](index=38&type=chunk) - Disposals of property, plant and equipment in H1 2025 resulted in a loss of **RMB 10 thousand**, compared to a gain of **RMB 202 thousand** in the prior year[38](index=38&type=chunk) [12. Investment Properties](index=15&type=section&id=12.%20%E6%8A%95%E8%B3%87%E7%89%A9%E6%A5%AD) This note clarifies the Group's purpose for holding investment properties, primarily for rental income or capital appreciation, and lists their composition as of June 30, 2025 - The Group holds investment properties, including shops, commercial properties, residential properties, and parking spaces, primarily for rental income or capital appreciation[40](index=40&type=chunk) [13. Leases](index=15&type=section&id=13.%20%E7%A7%9F%E8%B3%83) This note details the Group's lease agreements, including property types, lease terms, and changes in right-of-use assets and lease liabilities - The Group has entered into various lease agreements for offices, shops, and parking spaces in China, with lease terms ranging from two to seven years[41](index=41&type=chunk) | Lease Liabilities | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Current Liabilities | 303 | 298 | | Non-current Liabilities | 564 | 696 | | Total | 867 | 994 | [14. Trade Receivables](index=16&type=section&id=14.%20%E6%87%89%E6%94%B6%E8%B2%BF%E6%98%93%E6%AC%BE%E9%A0%85) This note provides detailed information on trade receivables, including composition, aging analysis, and impairment provisions, indicating a decrease in total trade receivables | Trade Receivables | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total Trade Receivables | 178,425 | 166,224 | | Less: Impairment Losses | (98,736) | (82,268) | | Net | 79,689 | 83,956 | | Aging Analysis (Net of Impairment Losses) | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within One Year | 39,192 | 61,946 | | One to Two Years | 26,890 | 17,975 | | Over Two Years | 13,607 | 4,035 | - An additional provision of **RMB 16,468 thousand** was made for total trade receivables in H1 2025[45](index=45&type=chunk) [15. Amounts Due from/to Fellow Subsidiaries/Associates, Associates and Non-controlling Interests](index=17&type=section&id=15.%20%E6%87%89%E6%94%B6%2F%E6%87%89%E4%BB%98%E5%90%8C%E7%B3%BB%E9%99%84%E5%B1%AC%2F%E9%97%9C%E8%81%AF%E5%85%AC%E5%8F%B8%E3%80%81%E9%97%9C%E8%81%AF%E5%85%AC%E5%8F%B8%E5%8F%8A%E9%9D%9E%E6%8E%A7%E8%82%A1%E6%AC%8A%E7%9B%8A%E6%AC%BE%E9%A0%85) This note details the nature, aging analysis, and impairment provisions for amounts due from/to related parties, showing an increase in amounts due from associates - Amounts due from/to fellow subsidiaries/associates, associates, and non-controlling interests are trade-related, unsecured, and interest-free[46](index=46&type=chunk) | Amounts Due from Associates | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total Amounts Due from Associates | 170,910 | 63,802 | | Less: Impairment Losses | (130,077) | (42,363) | | Net | 40,833 | 21,439 | - An additional provision of **RMB 7,093 thousand** was made for amounts due from associates and non-controlling interests in H1 2025[48](index=48&type=chunk) [16. Financial Assets at Fair Value Through Profit or Loss](index=20&type=section&id=16.%20%E6%8C%89%E5%85%AC%E5%B9%B3%E5%80%BC%E8%A8%88%E5%85%A5%E6%90%8D%E7%9B%8A%E7%9A%84%E9%87%91%E8%9E%8D%E8%B3%87%E7%94%A2) This note discloses the Group's financial assets at fair value through profit or loss, primarily unlisted partnership investments, which have increased in fair value | Financial Asset Type | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Unlisted Partnership Investments | 5,555 | 5,407 | | Unlisted Investments | - | 1,016 | | Total | 5,555 | 6,423 | - Fair value changes of partnership investments are recognized in "Other income, losses and gains, net" in the consolidated statement of profit or loss and other comprehensive income[50](index=50&type=chunk) [17. Restricted Bank Balances, Bank Balances and Cash](index=20&type=section&id=17.%20%E5%8F%97%E9%99%90%E5%88%B6%E9%8A%80%E8%A1%8C%E7%B5%90%E9%A4%98%E3%80%81%E9%8A%80%E8%A1%8C%E7%B5%90%E9%A4%98%E5%8F%8A%E7%8F%BE%E9%87%91) This note provides details on the Group's bank balances and cash, showing a decrease in both total and cash equivalents, with most balances denominated in RMB | Bank Balances | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total Bank Balances and Cash | 45,337 | 66,550 | | Less: Restricted Bank Balances | (1,301) | (1,785) | | Cash and Cash Equivalents | 44,036 | 64,765 | - Approximately **RMB 44.57 million** of bank deposits are denominated in RMB, which is not freely convertible[51](index=51&type=chunk) [18. Trade Payables](index=21&type=section&id=18.%20%E6%87%89%E4%BB%98%E8%B2%BF%E6%98%93%E6%AC%BE%E9%A0%85) This note presents the composition and aging analysis of trade payables, primarily commissions to real estate agents and property management suppliers, with a slight decrease in total amount | Trade Payables | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within One Year | 61,028 | 62,696 | | Over One Year | 10,032 | 11,770 | | Total | 71,060 | 74,466 | [19. Share Capital](index=21&type=section&id=19.%20%E8%82%A1%E6%9C%AC) This note provides details of the Company's issued share capital, indicating that the number and amount of share capital remained unchanged at the reporting period end | Share Capital Information | Number | Amount (RMB thousand) | | :--- | :--- | :--- | | Ordinary Shares of HKD 0.01 each (Issued and Fully Paid) | 400,000,000 | 3,403 | [20. Commitments and Contingent Liabilities](index=21&type=section&id=20.%20%E6%89%BF%E6%93%94%E5%8F%8A%E6%88%96%E6%9C%89%E8%B2%A0%E5%82%B5) This note confirms the Group had no significant capital commitments or contingent liabilities at the reporting period end - As of June 30, 2025, the Group had no significant capital commitments[55](index=55&type=chunk) - As of June 30, 2025, the Group had no significant contingent liabilities[55](index=55&type=chunk) [21. Related Party Transactions](index=22&type=section&id=21.%20%E9%97%9C%E8%81%AF%E6%96%B9%E4%BA%A4%E6%98%93) This note lists various related party transactions, including revenue from real estate agency, property management, and non-owner value-added services, all conducted on mutually agreed terms | Transaction Type | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Property Management Services Revenue from Associates | 8,297 | - | | Property Management Services Revenue from Fellow Subsidiaries/Associates | - | 2,272 | | Non-owner Value-Added Services Revenue from Associates | 2,942 | - | | Short-term Lease Expenses Paid to Associates | 1,091 | - | | Short-term Lease Expenses Paid to Fellow Subsidiaries/Associates | - | 1,708 | - All related party transactions were conducted on mutually agreed terms[56](index=56&type=chunk) [Management Discussion and Analysis](index=23&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) [Business Review](index=23&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) Management reviewed the Group's H1 2025 business performance, emphasizing business structure optimization and resource focus on property management services, noting declines in both real estate agency and property management revenues - The Company continues to optimize its business structure, further focusing on the development of property management services and supporting community value-added services, shifting primary resources to the property management sector[57](index=57&type=chunk) - Total revenue for H1 2025 was approximately **RMB 168.4 million**, a decrease of approximately **9.5%** from the prior year, primarily due to a decrease of approximately **RMB 4.7 million** in real estate agency services revenue and approximately **RMB 12.9 million** in property management services revenue[57](index=57&type=chunk) - Real estate agency services revenue decreased by **87.3%** year-on-year, mainly due to the continued downturn in the real estate industry and the Company's strategic decision[58](index=58&type=chunk) - Professional property management services segment revenue decreased by **7.1%** year-on-year, primarily due to a reduction in contracted and GFA under management[59](index=59&type=chunk) [Integrated Real Estate Agency Services Segment](index=23&type=section&id=%E7%B6%9C%E5%90%88%E6%88%BF%E5%9C%B0%E7%94%A2%E4%BB%A3%E7%90%86%E6%9C%8D%E5%8B%99%E5%88%86%E9%83%A8) - Real estate agency services revenue for H1 2025 was approximately **RMB 0.7 million**, a **87.3%** decrease from **RMB 5.4 million** in the prior year[58](index=58&type=chunk) - The decrease in revenue was primarily due to the continued downturn in the real estate industry and the Company's strategic decision to shift its main resources to property management services[58](index=58&type=chunk) [Professional Property Management Services Segment](index=23&type=section&id=%E5%B0%88%E6%A5%AD%E7%89%A9%E6%A5%AD%E7%AE%A1%E7%90%86%E6%9C%8D%E5%8B%99%E5%88%86%E9%83%A8) - The professional property management services segment recorded revenue of approximately **RMB 167.7 million** in H1 2025, a **7.1%** decrease from the prior year[59](index=59&type=chunk) - The decrease in revenue was primarily due to a reduction in contracted area and GFA under management[59](index=59&type=chunk) - Property management services revenue was approximately **RMB 147.5 million**, a **3.4%** year-on-year decrease[60](index=60&type=chunk) - Non-owner value-added services revenue was approximately **RMB 4.9 million**, a **38.9%** year-on-year decrease, mainly affected by financing difficulties faced by real estate developers[61](index=61&type=chunk) - Community value-added services revenue was approximately **RMB 15.4 million**, a **23.1%** year-on-year decrease, primarily due to reduced owner demand and a decrease in contracted/GFA under management[62](index=62&type=chunk) [Industry Review and Outlook](index=24&type=section&id=%E8%A1%8C%E6%A5%AD%E5%9B%9E%E9%A1%A7%E8%88%87%E5%B1%95%E6%9C%9B) This section analyzes China's H1 2025 economy and real estate sector, noting market stabilization amid caution, and the property service industry's shift from scale to value creation, with future competitiveness relying on service depth, operational efficiency, and technology integration - In H1 2025, China's GDP achieved the government's target growth rate of approximately **5%**, with the real estate market showing initial signs of stabilization through policy intervention[63](index=63&type=chunk) - The property services industry is transitioning from scale-driven to value creation and operational excellence, with competitive advantage increasingly dependent on technology empowerment and value-added service capabilities[63](index=63&type=chunk) - Future competitiveness will depend on deepening professional services, enhancing operational efficiency, and integrating technology applications[63](index=63&type=chunk) - The Company actively explores intelligent service models, promotes co-management and co-governance, innovates the "property + life services" model, and introduces trust-based property services[64](index=64&type=chunk) [Financial Review](index=25&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) This section provides a detailed financial review of the Group's performance, including key metrics such as revenue, costs, expenses, impairment losses, net profit margin, period loss, liquidity, and financial resources, analyzing their changes and causes - Revenue for H1 2025 was approximately **RMB 168.4 million**, a year-on-year decrease of approximately **RMB 17.7 million**, primarily due to reduced revenue from real estate agency services and property management services[65](index=65&type=chunk) - Service costs were approximately **RMB 135.0 million**, a year-on-year decrease of approximately **8.8%**, mainly due to reduced business scale and proactive cost optimization measures[66](index=66&type=chunk) - Net impairment losses on financial assets were approximately **RMB 23.6 million**, a year-on-year decrease of approximately **28.2%**, primarily due to poor collection of trade receivables and amounts due from associates[68](index=68&type=chunk) - Loss for the period was approximately **RMB 6.5 million**, a year-on-year decrease of **47.0%**, with the net profit margin narrowing to **-3.9%**[69](index=69&type=chunk)[70](index=70&type=chunk) - As of June 30, 2025, net current liabilities were approximately **RMB 36.2 million**, and total bank balances and cash were approximately **RMB 45.3 million**, indicating ongoing liquidity challenges[72](index=72&type=chunk)[73](index=73&type=chunk) - The capital gearing ratio (total liabilities divided by total assets) was **78%** as of June 30, 2025, slightly higher than **77%** as of December 31, 2024[78](index=78&type=chunk) - As of June 30, 2025, the Group had 1,478 employees, a decrease of 151 from the prior year, primarily due to reduced business demand[79](index=79&type=chunk) [Disclosure of Interests](index=27&type=section&id=%E6%AC%8A%E7%9B%8A%E6%8A%AB%E9%9C%B2) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures](index=27&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E4%B8%BB%E8%A6%81%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%93%A1%E6%96%BC%E8%82%A1%E4%BB%BD%E3%80%81%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E5%8F%8A%E5%82%B5%E6%AC%8A%E8%AD%89%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E5%80%89) This section discloses the interests of the Company's directors and chief executives in the Company's shares and confirms their compliance with the Model Code for Securities Transactions by Directors - Mr. Fang Ming and Ms. Xie Lihua beneficially own 225,948,000 shares through controlled corporations and legal/beneficial ownership, representing a **56.49%** shareholding[81](index=81&type=chunk) - Mr. Han Shuguang beneficially owns 4,500,000 shares through a controlled corporation, representing a **1.125%** shareholding[81](index=81&type=chunk) - All Directors confirm compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules for the six months ended June 30, 2025[80](index=80&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares and Debentures](index=28&type=section&id=%E4%B8%BB%E8%A6%81%E8%82%A1%E6%9D%B1%E5%8F%8A%E5%85%B6%E4%BB%96%E4%BA%BA%E5%A3%AB%E6%96%BC%E8%82%A1%E4%BB%BD%E5%8F%8A%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E4%BB%A5%E5%8F%8A%E5%82%B5%E6%AC%8A%E8%AD%89%E4%B8%AD%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E5%80%89) This section lists the interests of substantial shareholders and other persons in the Company's shares, noting that multiple parties are deemed to jointly own **56.49%** of the interests due to acting in concert agreements | Name/Entity | Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Ms. He Kangkang | Interest of Spouse | 225,948,000 | 56.49% | | Mr. Zheng Muming | Interest of Spouse | 225,948,000 | 56.49% | | Mr. Huang Peng | Interest in Controlled Corporation, Interest of Spouse and Legal & Beneficial Owner | 225,948,000 | 56.49% | | Ms. Zheng Hui | Interest of Spouse and Legal & Beneficial Owner | 225,948,000 | 56.49% | | Mansion Green | Legal & Beneficial Owner | 97,200,000 | 24.3% | | Aspiring Vision | Legal & Beneficial Owner | 64,800,000 | 16.2% | | Huiyu Investment | Legal & Beneficial Owner | 60,000,000 | 15% | - Multiple substantial shareholders are deemed to have interests in the total number of shares held by Mr. Fang, Mr. Huang, and Ms. Xie due to an acting in concert agreement[83](index=83&type=chunk)[84](index=84&type=chunk) [Other Information](index=29&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) [Directors' Right to Acquire Shares or Debentures](index=29&type=section&id=%E8%91%A3%E4%BA%8B%E8%B3%BC%E8%B2%B7%E8%82%A1%E4%BB%BD%E6%88%96%E5%82%B5%E6%AC%8A%E8%AD%89%E4%B9%8B%E6%AC%8A%E5%88%A9) This section confirms that neither the Company nor its subsidiaries entered into any arrangements during the reporting period enabling directors and chief executives to benefit from acquiring the Company's shares or debentures - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries or associated corporations entered into any arrangements enabling the Company's directors and chief executives to benefit from acquiring shares or relevant shares or debentures of the Company or its associated corporations[86](index=86&type=chunk) [Changes in Directors' Information](index=29&type=section&id=%E8%91%A3%E4%BA%8B%E8%B3%87%E6%96%99%E4%B9%8B%E8%AE%8A%E5%8B%95) This section discloses changes in directors' information, specifically Mr. Leung Wai Hung's resignation as an independent non-executive director of Wing Lee Engineering Holdings Limited - Mr. Leung Wai Hung resigned as an independent non-executive director of Wing Lee Engineering Holdings Limited (stock code: 9639) on July 14, 2025[87](index=87&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=29&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B4%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) This section confirms that neither the Company nor its subsidiaries purchased, sold, or redeemed any listed securities during the reporting period, and the Company held no treasury shares - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[88](index=88&type=chunk) - As of June 30, 2025, the Company held no treasury shares[88](index=88&type=chunk) [Share Option Scheme](index=29&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) This section outlines the Company's share option scheme status, confirming no options were granted, exercised, or lapsed during the reporting period, with **40,000,000** options still available for grant - The Company adopted a share option scheme on October 23, 2017[89](index=89&type=chunk) - As of June 30, 2025, no share options had been granted, agreed, exercised, cancelled, or lapsed under the scheme, and no outstanding share options existed[89](index=89&type=chunk) - As of the date of this interim report, a total of **40,000,000** shares, representing **10%** of the Company's issued share capital on the same date, remained available for issue under the scheme[89](index=89&type=chunk) [Compliance with Corporate Governance Code](index=29&type=section&id=%E9%81%B5%E5%AE%88%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%89%87) This section confirms the Company's compliance with all code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules during the reporting period - The Board has reviewed the Group's corporate governance practices and is satisfied that the Company complied with all code provisions set out in Appendix C1 of the Listing Rules for the six months ended June 30, 2025[90](index=90&type=chunk) [Directors' Interests in Competing Business and Conflicts of Interest](index=29&type=section&id=%E8%91%A3%E4%BA%8B%E6%96%BC%E7%AB%B6%E7%88%AD%E6%A5%AD%E5%8B%99%E4%B9%8B%E6%AC%8A%E7%9B%8A%E5%8F%8A%E5%88%A9%E7%9B%8A%E8%A1%9D%E7%AA%81) This section confirms that during the reporting period, no directors, controlling shareholders, or their close associates engaged in any business competing with the Group, nor were there any other conflicts of interest - The Directors are unaware of any business or interest of the Company's Directors or controlling shareholders or their respective close associates that directly or indirectly competes or may compete with the Group's business, or any other conflicts of interest with the Group for the six months ended June 30, 2025[91](index=91&type=chunk)[92](index=92&type=chunk) [Pledges of Assets](index=30&type=section&id=%E8%B3%87%E7%94%A2%E8%B3%AA%E6%8A%BC) This section discloses that a subsidiary previously secured a bank loan using trade receivables and approximately **68.9%** equity in Guangzhou Fangyuan Modern Life Services as collateral; the loan is repaid, but the equity pledge release is pending - A subsidiary of the Company previously obtained a bank loan secured by certain trade receivables of Guangzhou Fangyuan Modern Life Services Co., Ltd. up to approximately **RMB 28.152 million** and a pledge of approximately **68.9%** of its equity interest[93](index=93&type=chunk) - The bank loan was fully repaid before its due date, but the relevant procedures for releasing the equity pledge had not been completed as of the date of this interim report[93](index=93&type=chunk) [Holdings of Material Investments, Major Acquisitions and Disposals](index=30&type=section&id=%E6%8C%81%E6%9C%89%E9%87%8D%E8%A6%81%E6%8A%95%E8%B3%87%E3%80%81%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B3%BC%E5%8F%8A%E5%87%BA%E5%94%AE) This section confirms the Group made no material acquisitions or disposals of subsidiaries, associates, or joint ventures during the reporting period - For the six months ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures[94](index=94&type=chunk) [Progress of Past Connected Transactions](index=30&type=section&id=%E9%81%8E%E5%BE%80%E9%97%9C%E9%80%A3%E4%BA%A4%E6%98%93%E9%80%B2%E5%B1%95) This section reports on the progress of connected transactions involving 23 property exchange agreements, noting that properties remain undelivered as of the interim report date, and the Company will consider legal action to recover outstanding receivables - Guangzhou Fangyuan Life Services Co., Ltd. entered into an exchange agreement with Heshan Fudu Property Development Co., Ltd. involving the transfer of 23 properties to offset outstanding receivables of approximately **RMB 16.0 million**[95](index=95&type=chunk) - As of the date of this interim report, the delivery of these 23 properties had not yet been completed[95](index=95&type=chunk) - Should Heshan Fudu fail to fulfill its obligations by the final deadline (November 28, 2025), the Company will consider taking necessary legal measures to recover the outstanding receivables[95](index=95&type=chunk) [Outstanding Earnest Money Balance](index=30&type=section&id=%E6%9C%AA%E5%84%9F%E9%82%84%E8%AA%A0%E6%84%8F%E9%87%91%E7%B5%90%E9%A4%98) This section details the background and recovery progress of outstanding earnest money, including civil litigation for approximately **RMB 14.18 million** against Fangyuan Huijin, resulting in favorable judgments and enforcement orders, with ongoing efforts to recover the remaining balance - The outstanding earnest money balance accumulated due to industry practice in the real estate agency services business, involving upfront earnest money payments to property developers for exclusive agency rights[96](index=96&type=chunk) - The Company initiated civil legal proceedings for approximately **RMB 14.18 million** in outstanding earnest money owed by Fangyuan Huijin, obtaining favorable judgments and enforcement orders on October 23, 2024, and March 20, 2025, respectively[97](index=97&type=chunk) - The court will take enforcement measures against Fangyuan Huijin to fulfill its obligations as stipulated in the judgment, and the Company is still communicating and negotiating with relevant member companies of Fangyuan Group to recover the remaining balance[97](index=97&type=chunk)[98](index=98&type=chunk) [Interim Dividend](index=31&type=section&id=%E4%B8%AD%E6%9C%9F%E8%82%A1%E6%81%AF) This section confirms the Board does not recommend paying an interim dividend for the six months ended June 30, 2025 - The Board does not recommend paying an interim dividend for the six months ended June 30, 2025[99](index=99&type=chunk) [Review by Audit Committee](index=31&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83%E9%80%B2%E8%A1%8C%E5%AF%A9%E9%96%B1) This section states the Audit Committee has reviewed the Group's unaudited interim results for H1 2025, deeming them compliant with applicable accounting standards and Listing Rules - The Audit Committee has reviewed the Group's unaudited interim results for the six months ended June 30, 2025[100](index=100&type=chunk) - The Audit Committee believes that the unaudited interim results comply with applicable accounting standards and the Listing Rules, and adequate disclosures have been made[100](index=100&type=chunk) [Acknowledgement](index=31&type=section&id=%E8%87%B4%E8%AC%9D) This section expresses the Board's sincere gratitude to shareholders, business partners, clients, and all directors, management, and staff for their support, hard work, and dedication during the reporting period - The Board extends its sincere gratitude to shareholders, business partners, and clients for their continuous support to the Group[101](index=101&type=chunk) - The Board also expresses its appreciation to all Directors, management, and staff for their hard work and dedication during the period[101](index=101&type=chunk)

致：香港交易及結算所有限公司 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 公司名稱: 方圓生活服務集團有限公司 呈交日期: 2025年9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) | 09978 | 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 | 本月底法定/註冊股本總額： HKD ...

Group 1 - The company Fangyuan Life Services (09978.HK) announced the appointment of executive director Xie Lihua and independent non-executive director Du Chenghua as members of the nomination committee, effective from August 28, 2025 [1]

Core Viewpoint - Fangyuan Life Services (09978) reported a decrease in revenue for the first half of 2025, amounting to approximately 168 million yuan, representing a year-on-year decline of 9.49% [1] Revenue Breakdown - The decline in revenue is primarily attributed to a decrease of approximately 4.7 million yuan in the real estate agency services segment and a decrease of about 12.9 million yuan in the property management services segment [1] Profitability - The company reported a loss attributable to shareholders of 5.999 million yuan, which is a reduction of 59.12% year-on-year [1] - The loss per share is recorded at 1.5 cents [1]

Group 1 - The company reported a revenue of approximately 168 million, representing a year-on-year decrease of 9.49% [1] - The loss attributable to the owners of the company narrowed to 5.999 million, a year-on-year improvement of 59.12% [1] - The loss per share was 1.5 cents [1] Group 2 - The decrease in revenue was primarily due to a decline of approximately 4.7 million in the real estate agency services segment and a decline of approximately 12.9 million in the property management services segment [1]

Announcement Summary [Interim Results Announcement](index=1&type=section&id=Interim%20Results%20Announcement) Fangyuan Life Service Group Co, Ltd announced its unaudited results for the six months ended June 30, 2025, highlighting uncertainty about its ability to continue as a going concern - The company announced its unaudited condensed consolidated financial results for the six months ended June 30, 2025[2](index=2&type=chunk) - For the six months ended June 30, 2025, the Group recorded a **net loss of approximately RMB 6,520,000**[3](index=3&type=chunk) - As of June 30, 2025, the Group's **current liabilities exceeded its current assets by approximately RMB 36,167,000**, indicating a material uncertainty that may cast significant doubt on its ability to continue as a going concern[3](index=3&type=chunk) [Board of Directors](index=2&type=section&id=Board%20of%20Directors) As of the announcement date, the company's Board of Directors comprises executive and independent non-executive directors - Executive Directors include Mr Fang Ming (Chairman), Mr Sun Ligong, Mr Han Shuguang, and Ms Xie Lihua[5](index=5&type=chunk) - Independent Non-executive Directors include Mr Leung Wai Hung, Mr Tian Qiusheng, and Mr Du Chenghua[5](index=5&type=chunk) Corporate Information [Board and Committee Composition](index=4&type=section&id=Board%20and%20Committee%20Composition) The company's Board includes executive and independent non-executive directors, with established Audit, Remuneration, and Nomination Committees - The Chairman of the Board is Mr Fang Ming, and the Chief Executive Officer is Mr Sun Ligong[8](index=8&type=chunk) - The Audit Committee is chaired by Mr Leung Wai Hung, the Remuneration Committee by Mr Tian Qiusheng, and the Nomination Committee by Mr Fang Ming[8](index=8&type=chunk) [Key Contact Information](index=4&type=section&id=Key%20Contact%20Information) The company has disclosed key contact information including its registered office, headquarters, and principal business locations - The registered office is in the Cayman Islands, the China headquarters is in Guangzhou, and the principal place of business in Hong Kong is in the United Centre, Admiralty[9](index=9&type=chunk)[10](index=10&type=chunk)[11](index=11&type=chunk) - The auditor is ZHONGHUI ANDA CPA Limited, and principal bankers include Industrial Bank, Agricultural Bank of China, and Shanghai Pudong Development Bank[9](index=9&type=chunk) Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income [Financial Performance for H1 2025](index=5&type=section&id=Financial%20Performance%20for%20H1%202025) For the six months ended June 30, 2025, the company's revenue and gross profit decreased, while net loss and basic loss per share narrowed significantly Key Financial Data for H1 2025 (RMB'000) | Indicator | H1 2025 | H1 2024 | Y-o-Y Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 168,431 | 186,085 | (17,654) | -9.5% | | Cost of services | (135,000) | (148,094) | 13,094 | -8.8% | | Gross profit | 33,431 | 37,991 | (4,560) | -12.0% | | Loss before income tax | (9,212) | (13,313) | 4,101 | -30.8% | | Loss for the period | (6,520) | (12,310) | 5,790 | -47.0% | | Loss attributable to owners of the Company | (5,999) | (14,673) | 8,674 | -59.1% | | Basic and diluted loss per share (RMB cents) | (1.50) | (3.67) | 2.17 | -59.1% | - **Net impairment losses on financial assets decreased by 28.2%** from RMB 32,816 thousand in H1 2024 to RMB 23,576 thousand in H1 2025[14](index=14&type=chunk) - Exchange differences on translation of foreign operations shifted from a loss of RMB 107 thousand in H1 2024 to a **gain of RMB 1,756 thousand** in H1 2025[14](index=14&type=chunk) Unaudited Condensed Consolidated Statement of Financial Position [Asset and Liability Structure](index=6&type=section&id=Asset%20and%20Liability%20Structure) As of June 30, 2025, the company's total assets and total equity decreased, while net current liabilities expanded, indicating continued liquidity pressure Key Financial Position Data as of June 30, 2025 (RMB'000) | Indicator | June 30, 2025 | Dec 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total non-current assets | 120,813 | 121,564 | (751) | -0.6% | | Total current assets | 227,426 | 245,178 | (17,752) | -7.2% | | Total current liabilities | 263,593 | 273,193 | (9,600) | -3.5% | | Net current liabilities | (36,167) | (28,015) | (8,152) | 29.1% | | Net assets | 77,620 | 85,724 | (8,104) | -9.5% | | Equity attributable to owners of the Company | 29,812 | 34,055 | (4,243) | -12.5% | | Non-controlling interests | 47,808 | 51,669 | (3,861) | -7.5% | | Total equity | 77,620 | 85,724 | (8,104) | -9.5% | - Trade receivables (net of impairment loss) decreased from RMB 83,956 thousand on December 31, 2024, to **RMB 79,689 thousand** on June 30, 2025[15](index=15&type=chunk) - Amounts due from related companies (net of impairment loss) increased from RMB 21,439 thousand on December 31, 2024, to **RMB 40,833 thousand** on June 30, 2025[15](index=15&type=chunk) Unaudited Condensed Consolidated Statement of Changes in Equity [Analysis of Changes in Equity](index=8&type=section&id=Analysis%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, equity attributable to owners decreased due to the period's loss and exchange differences, while non-controlling interests also declined Equity Changes in H1 2025 (RMB'000) | Indicator | Jan 1, 2025 | Loss for the period | Exchange differences | Dividends paid to non-controlling interests | June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 34,055 | (5,999) | 1,756 | - | 29,812 | | Non-controlling interests | 51,669 | (521) | - | (3,340) | 47,808 | | Total equity | 85,724 | (6,520) | 1,756 | (3,340) | 77,620 | - In H1 2025, the loss attributable to owners of the Company was **RMB 5,999 thousand**, a significant reduction from the RMB 14,673 thousand loss in H1 2024[17](index=17&type=chunk) - Dividends paid to non-controlling interests in H1 2025 amounted to **RMB 3,340 thousand**, a decrease from RMB 3,845 thousand in H1 2024[17](index=17&type=chunk) Unaudited Condensed Consolidated Statement of Cash Flows [Cash Flow Analysis](index=9&type=section&id=Cash%20Flow%20Analysis) For the six months ended June 30, 2025, net cash used in operating, investing, and financing activities all decreased, leading to a smaller net decrease in cash and cash equivalents Cash Flow for H1 2025 (RMB'000) | Cash Flow Activity | H1 2025 | H1 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (18,762) | (22,551) | 3,789 | -16.8% | | Net cash used in investing activities | (276) | (1,016) | 740 | -72.8% | | Net cash used in financing activities | (1,689) | (10,392) | 8,703 | -83.7% | | Net decrease in cash and cash equivalents | (20,727) | (33,959) | 13,232 | -39.0% | | Cash and cash equivalents at end of period | 44,036 | 54,317 | (10,281) | -18.9% | - In investing activities, expenditure on property, plant and equipment decreased from RMB 917 thousand in H1 2024 to **RMB 113 thousand** in H1 2025[18](index=18&type=chunk) - In financing activities, there were **no repayments of bank borrowings** in H1 2025, compared to RMB 6,000 thousand in H1 2024[18](index=18&type=chunk) Notes to the Unaudited Condensed Consolidated Financial Statements [1. General Information](index=10&type=section&id=1.%20General%20Information) The company, incorporated in the Cayman Islands, primarily provides property management and value-added services in China, with a defined ultimate controlling shareholder structure - The Company and its subsidiaries are principally engaged in providing professional property management services and value-added services for residential and non-residential properties in China[19](index=19&type=chunk) - Mr Fang Ming, Ms Xie Lihua, and Mr Huang Peng are the ultimate controlling shareholders of the Group under a concert party deed[20](index=20&type=chunk) [2. Basis of Preparation](index=10&type=section&id=2.%20Basis%20of%20Preparation) The financial statements are prepared under HKFRS using the historical cost basis, with the company facing material uncertainty regarding its going concern status - The consolidated financial statements have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards (HKFRSs) and the disclosure requirements of the Hong Kong Companies Ordinance[21](index=21&type=chunk) - For the six months ended June 30, 2025, the Group recorded a **net loss of approximately RMB 6,520,000**, and its current liabilities exceeded its current assets by approximately RMB 36,167,000, indicating a material going concern uncertainty[24](index=24&type=chunk) - Directors have taken measures to mitigate liquidity pressure, including financial support from shareholders, negotiating repayment plans with suppliers, cutting costs, and expect positive operating cash flow[25](index=25&type=chunk)[29](index=29&type=chunk) [3. Significant Accounting Policies](index=11&type=section&id=3.%20Significant%20Accounting%20Policies) The accounting policies used in these interim financial statements are consistent with the 2024 annual financial statements, with no significant impact expected from new HKFRS amendments - The accounting policies used in the preparation of these interim financial statements are consistent with those used in the annual financial statements for the year ended December 31, 2024[28](index=28&type=chunk) - The directors are not aware of any significant impact on the Group's financial statements from the application of new and revised HKFRSs for the six months ended June 30, 2025, and in the future[28](index=28&type=chunk) [4. Segment Reporting](index=11&type=section&id=4.%20Segment%20Reporting) The company's main operating segments are integrated real estate agency services and professional property management services, with the former's revenue declining sharply in H1 2025 - The Group's reportable and operating segments are the provision of integrated real estate agency services and professional property management services[30](index=30&type=chunk) Segment Revenue and (Loss)/Profit (RMB'000) | Segment | H1 2025 Revenue | H1 2025 (Loss)/Profit | H1 2024 Revenue | H1 2024 (Loss)/Profit | | :--- | :--- | :--- | :--- | :--- | | Real estate agency services | 692 | (4,430) | 5,432 | (14,251) | | Property management services | 167,739 | 13,684 | 180,653 | 18,804 | | Total | 168,431 | 9,254 | 186,085 | 4,553 | - Revenue from real estate agency services **decreased by 87.3%** year-on-year, while revenue from property management services decreased by 7.1%[32](index=32&type=chunk) [5. Revenue](index=13&type=section&id=5.%20Revenue) The company's revenue is primarily derived from property management services, though both property management and community value-added service revenues have declined Revenue Breakdown (RMB'000) | Revenue Type | Recognition Timing | H1 2025 | H1 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | :--- | | Real estate agency services income | Point in time | 692 | 5,432 | (4,740) | -87.3% | | Property management services income | Over time | 147,455 | 152,648 | (5,193) | -3.4% | | Value-added services to non-property owners income | Over time | 4,881 | 7,983 | (3,102) | -38.9% | | Community value-added services income - Other | Point in time | 15,240 | 19,511 | (4,271) | -21.9% | | Community value-added services income - Sale of goods | Over time | 163 | 511 | (348) | -68.1% | | Total Revenue | | 168,431 | 186,085 | (17,654) | -9.5% | - Property management services income remains the largest revenue source but **decreased by 3.4%** year-on-year[36](index=36&type=chunk) - Income from value-added services to non-property owners and community value-added services **decreased by 38.9% and 21.9%** respectively[36](index=36&type=chunk) [6. Other Income, Losses and Gains, Net](index=13&type=section&id=6.%20Other%20Income,%20Losses%20and%20Gains,%20Net) In H1 2025, the company's other income, losses and gains, net, turned negative, mainly due to fair value losses on investment properties and exchange losses Other Income, Losses and Gains, Net (RMB'000) | Item | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Fair value loss on investment properties | (291) | - | (291) | | Government grants | 109 | 52 | 57 | | Interest income | 3 | 105 | (102) | | Net exchange (loss)/gain | (382) | 105 | (487) | | Fair value gain on financial assets at FVTPL | 148 | 199 | (51) | | Total other income, losses and gains, net | (359) | 795 | (1,154) | - A **fair value loss on investment properties of RMB 291 thousand** was recorded in H1 2025, with no such loss in the prior period[37](index=37&type=chunk) - Net exchange gain of RMB 105 thousand in H1 2024 turned into a **net exchange loss of RMB 382 thousand** in H1 2025[37](index=37&type=chunk) [7. Loss Before Income Tax](index=14&type=section&id=7.%20Loss%20Before%20Income%20Tax) The company's loss before income tax narrowed in H1 2025, primarily due to a significant reduction in net impairment losses on financial assets Components of Loss Before Income Tax (RMB'000) | Item | H1 2025 | H1 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Auditor's remuneration | 22 | 109 | (87) | -79.8% | | Employee benefit expenses | 65,531 | 71,136 | (5,605) | -7.9% | | Short-term lease expenses | 1,346 | 2,188 | (842) | -38.5% | | Net impairment losses on financial assets | 23,576 | 32,816 | (9,240) | -28.2% | | - Trade receivables | 16,468 | 19,755 | (3,287) | -16.6% | | - Amounts due from related companies | 6,894 | 4,987 | 1,907 | 38.2% | | - Amounts due from fellow subsidiaries/related companies | - | 7,123 | (7,123) | -100.0% | - The **28.2% decrease in net impairment losses on financial assets** was the main driver for the reduced loss before income tax[38](index=38&type=chunk) - Employee benefit expenses and short-term lease expenses **decreased by 7.9% and 38.5%** respectively[38](index=38&type=chunk) [8. Income Tax](index=15&type=section&id=8.%20Income%20Tax) In H1 2025, the company's income tax turned from a credit to a charge, mainly influenced by changes in deferred tax Income Tax Components (RMB'000) | Item | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Current tax - PRC Enterprise Income Tax | 1,924 | 1,431 | 493 | | Deferred tax | (4,616) | (2,434) | (2,182) | | Total | (2,692) | (1,003) | (1,689) | - The Group's PRC entities are subject to an income tax rate of 25%, but certain subsidiaries enjoy a preferential rate of 5% as qualified small and micro enterprises[43](index=43&type=chunk) [9. Dividends](index=15&type=section&id=9.%20Dividends) No dividends were paid or declared by the company for the six months ended June 30, 2025 - No dividend was paid or declared by the Company for the six months ended June 30, 2025 (six months ended June 30, 2024: nil), nor has any dividend been proposed since the end of the reporting period[40](index=40&type=chunk) [10. Loss Per Share](index=15&type=section&id=10.%20Loss%20Per%20Share) The company's basic and diluted loss per share narrowed significantly in H1 2025, reflecting the reduced loss for the period Loss Per Share (RMB cents) | Indicator | H1 2025 | H1 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company (RMB'000) | (5,999) | (14,673) | 8,674 | -59.1% | | Weighted average number of ordinary shares | 400,000,000 | 400,000,000 | 0 | 0.0% | | Basic and diluted loss per share | (1.50) | (3.67) | 2.17 | -59.1% | - As there were no potential dilutive ordinary shares issued for the six months ended June 30, 2025 and 2024, diluted loss per share is the same as the basic loss per share[41](index=41&type=chunk) [11. Property, Plant and Equipment](index=15&type=section&id=11.%20Property,%20Plant%20and%20Equipment) In H1 2025, the company's expenditure on purchasing property, plant and equipment decreased, and a loss was incurred on the disposal of related assets Changes in Property, Plant and Equipment (RMB'000) | Item | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Total cost of purchases | 855 | 930 | (75) | | Net book value of disposals | 63 | 563 | (500) | | (Loss)/gain on disposals | (10) | 202 | (212) | - The disposal of property, plant and equipment resulted in a **loss of RMB 10 thousand** in H1 2025, compared to a gain of RMB 202 thousand in the prior period[42](index=42&type=chunk) [12. Investment Properties](index=16&type=section&id=12.%20Investment%20Properties) The company holds investment properties, including shops, commercial properties, residential units, and parking spaces, to earn rental income or for capital appreciation - The Group holds investment properties for the purpose of earning rental income or for capital appreciation[44](index=44&type=chunk) - As of June 30, 2025, investment properties included one leased shop, ten commercial properties, one residential property, and eight parking spaces[44](index=44&type=chunk) [13. Leases](index=16&type=section&id=13.%20Leases) The company has entered into multiple lease agreements for offices, shops, and parking spaces in China with terms of two to seven years - The Group has entered into several lease agreements for the use of offices, shop properties, and parking spaces in China with lease terms of two to seven years[45](index=45&type=chunk) Lease Liabilities (RMB'000) | Item | June 30, 2025 | Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Current liabilities | 303 | 298 | 5 | | Non-current liabilities | 564 | 696 | (132) | | Total | 867 | 994 | (127) | [14. Trade Receivables](index=17&type=section&id=14.%20Trade%20Receivables) As of June 30, 2025, gross trade receivables increased, but a larger impairment provision led to a decrease in the net balance, with a notable decline in receivables aged within one year Trade Receivables (RMB'000) | Item | June 30, 2025 | Dec 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Gross trade receivables | 178,425 | 166,224 | 12,201 | 7.3% | | Less: Impairment loss | (98,736) | (82,268) | (16,468) | 20.0% | | Net amount | 79,689 | 83,956 | (4,267) | -5.1% | | Ageing: Within 1 year | 39,192 | 61,946 | (22,754) | -36.7% | | Ageing: 1 to 2 years | 26,890 | 17,975 | 8,915 | 49.6% | | Ageing: Over 2 years | 13,607 | 4,035 | 9,572 | 237.2% | - For the six months ended June 30, 2025, an **additional provision of RMB 16,468,000** was made for gross trade receivables[50](index=50&type=chunk) [15. Amounts due from/to fellow subsidiaries/related companies, related companies and non-controlling interests](index=18&type=section&id=15.%20Amounts%20due%20from%2Fto%20fellow%20subsidiaries%2Frelated%20companies%2C%20related%20companies%20and%20non-controlling%20interests) Amounts due from fellow subsidiaries/related companies were reclassified, and both gross amounts and impairment losses for amounts due from related companies increased significantly - Amounts due from fellow subsidiaries/related companies were reclassified to amounts due from related companies after March 20, 2024[51](index=51&type=chunk) Amounts due from related companies (RMB'000) | Item | June 30, 2025 | Dec 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Gross amounts due from related companies | 170,910 | 63,802 | 107,108 | 167.9% | | Less: Impairment loss | (130,077) | (42,363) | (87,714) | 207.1% | | Net amount | 40,833 | 21,439 | 19,394 | 90.5% | | Ageing: Over 1 year | 37,476 | 18,534 | 18,942 | 102.2% | Amounts due to related companies and non-controlling interests (RMB'000) | Item | June 30, 2025 | Dec 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Amounts due to related companies (within 1 year) | 1,049 | 21 | 1,028 | 4895.2% | | Amounts due to non-controlling interests (within 1 year) | 2,900 | 159 | 2,741 | 1723.9% | [16. Financial assets at fair value through profit or loss](index=21&type=section&id=16.%20Financial%20assets%20at%20fair%20value%20through%20profit%20or%20loss) The total value of the company's financial assets at FVTPL decreased, primarily due to a reduction in unlisted investments Financial Assets at FVTPL (RMB'000) | Item | June 30, 2025 | Dec 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Unlisted partnership investment | 5,555 | 5,407 | 148 | 2.7% | | Unlisted investment | - | 1,016 | (1,016) | -100.0% | | Total | 5,555 | 6,423 | (868) | -13.5% | - The fair value change of the partnership investment is recognised in "other income, losses and gains, net" in the consolidated statement of profit or loss and other comprehensive income[57](index=57&type=chunk) [17. Restricted bank balances, bank balances and cash](index=21&type=section&id=17.%20Restricted%20bank%20balances%2C%20bank%20balances%20and%20cash) As of June 30, 2025, the company's total bank balances and cash decreased significantly, with the majority held in RMB-denominated deposits in China Bank Balances and Cash (RMB'000) | Item | June 30, 2025 | Dec 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total bank balances and cash | 45,337 | 66,550 | (21,213) | -31.9% | | Less: Restricted bank balances | (1,301) | (1,785) | 484 | -27.1% | | Cash and cash equivalents | 44,036 | 64,765 | (20,729) | -32.0% | - Approximately **RMB 44,570,000** is deposited with banks in China and denominated in RMB, which is not a freely convertible currency[58](index=58&type=chunk) [18. Trade Payables](index=22&type=section&id=18.%20Trade%20Payables) As of June 30, 2025, the company's total trade payables decreased slightly, with amounts due within one year remaining the largest component Trade Payables (RMB'000) | Ageing | June 30, 2025 | Dec 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Within 1 year | 61,028 | 62,696 | (1,668) | -2.7% | | Over 1 year | 10,032 | 11,770 | (1,738) | -14.8% | | Total | 71,060 | 74,466 | (3,406) | -4.6% | - Trade payables mainly represent commissions payable to cooperative real estate agents and amounts due to property management service suppliers[59](index=59&type=chunk) [19. Share Capital](index=22&type=section&id=19.%20Share%20Capital) As of June 30, 2025, the company's authorised and issued share capital remained unchanged in both number and amount Share Capital Details | Item | Number | Amount (HKD'000) | Amount (RMB'000) | | :--- | :--- | :--- | :--- | | Authorised Share Capital (par value HK$0.01 per share) | 10,000,000,000 | 100,000 | - | | Issued and Fully Paid Share Capital (par value HK$0.01 per share) | 400,000,000 | 4,000 | 3,403 | - From January 1, 2024, to June 30, 2025, there were no changes to the company's authorised and issued share capital[60](index=60&type=chunk)[61](index=61&type=chunk) [20. Commitments and Contingent Liabilities](index=22&type=section&id=20.%20Commitments%20and%20Contingent%20Liabilities) As of June 30, 2025, the company had no significant capital commitments or contingent liabilities - As at June 30, 2025, the Group did not have any significant capital commitments[61](index=61&type=chunk) - As at June 30, 2025, the Group did not have any significant contingent liabilities[62](index=62&type=chunk) [21. Related Party Transactions](index=23&type=section&id=21.%20Related%20Party%20Transactions) In H1 2025, the structure of the company's related party transactions changed, with increased revenue from related companies and decreased revenue from fellow subsidiaries/related companies Related Party Transaction Revenue (RMB'000) | Transaction Type | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Property management service income from related companies | 8,297 | - | 8,297 | | Property management service income from fellow subsidiaries/related companies | - | 2,272 | (2,272) | | Value-added services to non-property owners income from related companies | 2,942 | - | 2,942 | | Value-added services to non-property owners income from fellow subsidiaries/related companies | - | 2,926 | (2,926) | | Short-term lease payments to related companies | 1,091 | - | 1,091 | | Short-term lease payments to fellow subsidiaries/related companies | - | 1,708 | (1,708) | - All related party transactions were conducted on terms mutually agreed upon by the parties[63](index=63&type=chunk) Management Discussion and Analysis [Business Review](index=24&type=section&id=Business%20Review) The company continued to optimize its business structure, focusing on property management and community value-added services, yet total revenue decreased by 9.5% year-on-year - The Company continued to optimize its business structure, further focusing on the development of property management services and ancillary community value-added services[64](index=64&type=chunk) - For the six months ended June 30, 2025, the Group's total revenue was approximately **RMB 168.4 million**, a decrease of approximately 9.5% from the same period last year[64](index=64&type=chunk) - The decrease in revenue was mainly due to a decline of approximately RMB 4.7 million in the real estate agency services segment and RMB 12.9 million in the property management services segment[64](index=64&type=chunk) [Integrated Real Estate Agency Services Segment](index=24&type=section&id=Integrated%20Real%20Estate%20Agency%20Services%20Segment) Revenue from real estate agency services plummeted by 87.3% due to the prolonged downturn in the real estate industry and a strategic shift in focus - For the six months ended June 30, 2025, the real estate agency services segment recorded revenue of approximately **RMB 0.7 million**, a decrease of 87.3% from the same period last year[65](index=65&type=chunk) - The decrease was mainly due to the continued downturn in the real estate industry and the company's strategic decision to shift its primary resources to property management services[65](index=65&type=chunk) [Professional Property Management Services Segment](index=24&type=section&id=Professional%20Property%20Management%20Services%20Segment) The property management services segment's revenue declined by 7.1% year-on-year, primarily due to a reduction in contracted and managed GFA - The professional property management services segment recorded revenue of approximately **RMB 167.7 million**, a year-on-year decrease of 7.1%[66](index=66&type=chunk) - The decrease in revenue was mainly due to the reduction in contracted and managed gross floor area (GFA)[66](index=66&type=chunk) Property Management Services Segment Revenue (RMB million) | Service Type | H1 2025 | H1 2024 | Change Rate | | :--- | :--- | :--- | :--- | | Property management services | 147.5 | 152.6 | -3.4% | | Value-added services to non-property owners | 4.9 | 8.0 | -38.9% | | Community value-added services | 15.4 | 20.0 | -23.1% | - As of June 30, 2025, the contracted GFA was approximately **17.9 million sq.m.** and the GFA under management was approximately **14.3 million sq.m.**, representing decreases of 4.3% and 5.2% respectively from December 31, 2024[67](index=67&type=chunk) [Industry Review and Outlook](index=25&type=section&id=Industry%20Review%20and%20Outlook) China's economy grew steadily in H1 2025, but the property service industry is shifting from scale-driven growth to value creation, with future competition hinging on service depth and technology integration - In H1 2025, China's GDP grew by approximately 5%, and the real estate market showed initial signs of stabilization through policy intervention[70](index=70&type=chunk) - The property service industry is transitioning from scale-driven growth to a dual focus on value creation and operational excellence, with competitive advantage depending on technology enablement and value-added service capabilities[70](index=70&type=chunk) - The company will focus on standardization, explore smart service models, promote co-governance, innovate the "property + lifestyle services" model, and introduce trust-based property services[71](index=71&type=chunk) [Financial Review](index=26&type=section&id=Financial%20Review) In H1 2025, the company's total revenue declined, but reduced costs and impairment losses led to a significant narrowing of net loss and loss per share Financial Performance Summary (RMB million) | Indicator | H1 2025 | H1 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 168.4 | 186.1 | (17.7) | -9.5% | | Cost of services | 135.0 | 148.1 | (13.1) | -8.8% | | Administrative expenses | 18.6 | 18.4 | 0.2 | 1.1% | | Net impairment losses on financial assets | 23.6 | 32.8 | (9.2) | -28.2% | | Loss for the period | 6.5 | 12.3 | (5.8) | -47.0% | | Net profit margin | -3.9% | -6.6% | 2.7% | - | - The **reduction in net impairment losses on financial assets** was the primary reason for the narrowed net loss, partially offset by a decrease in gross profit[76](index=76&type=chunk) - The value of investment properties increased by approximately 3.4% to **RMB 14.7 million**[78](index=78&type=chunk) [Liquidity and Financial Resources](index=26&type=section&id=Liquidity%20and%20Financial%20Resources) The company's primary source of funds is cash from operations, but an increase in net current liabilities and a decrease in cash balances indicate heightened liquidity pressure - In 2025, the Group's primary source of funds was cash generated from operating activities[79](index=79&type=chunk) Liquidity and Financial Resources (RMB million) | Indicator | June 30, 2025 | Dec 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Net current liabilities | 36.2 | 28.0 | 8.2 | 29.3% | | Total assets | 348.2 | 366.7 | (18.5) | -5.0% | | Equity attributable to owners of the Company | 29.8 | 34.1 | (4.3) | -12.6% | | Total bank balances and cash | 45.3 | 66.6 | (21.3) | -32.0% | [Trade Receivables and Amounts due from Related Companies](index=27&type=section&id=Trade%20Receivables%20and%20Amounts%20due%20from%20Related%20Companies) Trade receivables decreased slightly, while amounts due from related companies increased significantly, mainly related to property management, real estate agency services, and earnest money payments - Trade receivables decreased from approximately RMB 84.0 million as of December 31, 2024, to approximately **RMB 79.7 million** as of June 30, 2025[81](index=81&type=chunk) - Amounts due from related companies increased from approximately RMB 38.3 million to approximately **RMB 40.8 million**[81](index=81&type=chunk) [Indebtedness](index=27&type=section&id=Indebtedness) As of June 30, 2025, the company had no short-term or long-term bank borrowings - As at June 30, 2025, the Group had no short-term borrowings and no long-term borrowings[82](index=82&type=chunk) [Foreign Exchange Risk](index=27&type=section&id=Foreign%20Exchange%20Risk) The company's foreign exchange risk is considered insignificant as its main operations are denominated in RMB, and it currently has no foreign currency hedging policy - As the Group's sales are denominated in RMB and its purchases and expenses are denominated in RMB or HKD, foreign exchange risk is considered insignificant[83](index=83&type=chunk) - The Group currently does not have a foreign currency hedging policy, and management continuously monitors foreign exchange risk[83](index=83&type=chunk) [Interest Rate Risk](index=27&type=section&id=Interest%20Rate%20Risk) The company considers its interest rate risk to be insignificant as it has no interest-bearing financial liabilities with a contractual term of more than one year - The Group considers its interest rate risk to be insignificant as it has no interest-bearing financial liabilities with a contractual term of more than one year[84](index=84&type=chunk) [Gearing Ratio](index=27&type=section&id=Gearing%20Ratio) As of June 30, 2025, the company's gearing ratio increased slightly to 78% Gearing Ratio | Indicator | June 30, 2025 | Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Gearing Ratio | 78% | 77% | 1% | [Employees and Group Remuneration Policy](index=27&type=section&id=Employees%20and%20Group%20Remuneration%20Policy) As of June 30, 2025, the total number of employees decreased due to lower demand for real estate agency and property management services Number of Employees | Indicator | June 30, 2025 | June 30, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total Employees | 1,478 | 1,629 | (151) | -9.3% | - The decrease in employees was mainly due to the decline in demand for real estate agency and property management services[86](index=86&type=chunk) - The company provides employees with comprehensive welfare benefits, career development opportunities, and a share option scheme[86](index=86&type=chunk) Disclosure of Interests [Model Code for Securities Transactions by Directors](index=28&type=section&id=Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The company has adopted a code of conduct for securities transactions by directors on terms no less exacting than the required standard, with all directors confirming compliance - The Company has adopted a code of conduct for securities transactions by directors on terms no less exacting than the Model Code set out in Appendix C3 to the Listing Rules[87](index=87&type=chunk) - All directors have confirmed that they have complied with the required standards set out in the Model Code for the six months ended June 30, 2025[87](index=87&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures](index=28&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares,%20Underlying%20Shares%20and%20Debentures) As of June 30, 2025, Mr Fang Ming, Ms Xie Lihua, and Mr Han Shuguang held long positions in the company's shares, with the former two deemed to have interests in the majority due to a concert party deed Directors' and Chief Executive's Shareholdings | Name | Nature of Interest | Total Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr Fang Ming | Interest of controlled corporation & legal and beneficial owner | 225,948,000 | 56.49% | | Ms Xie Lihua | Interest of controlled corporation & legal and beneficial owner | 225,948,000 | 56.49% | | Mr Han Shuguang | Interest of controlled corporation | 4,500,000 | 1.125% | - Mr Fang Ming, Ms Xie Lihua, and Mr Huang Peng are parties acting in concert, and therefore Mr Fang and Ms Xie are deemed to be interested in the total number of shares in which each of them is interested[90](index=90&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares and Debentures](index=29&type=section&id=Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares%20and%20Debentures) As of June 30, 2025, several individuals and entities, including Ms He Kangkang and Mansion Green, were disclosed as substantial shareholders holding 5% or more of the issued share capital Substantial Shareholders' Shareholdings | Name/Entity | Nature of Interest | Number of Shares Held | Approx. Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Ms He Kangkang | Interest of spouse | 225,948,000 | 56.49% | | Mr Zheng Muming | Interest of spouse | 225,948,000 | 56.49% | | Mr Huang Peng | Interest of controlled corporation, spouse, and beneficial owner | 225,948,000 | 56.49% | | Ms Zheng Hui | Interest of spouse and beneficial owner | 225,948,000 | 56.49% | | Mansion Green | Legal and beneficial owner | 97,200,000 | 24.3% | | Aspiring Vision | Legal and beneficial owner | 64,800,000 | 16.2% | | Huiyu Investment | Legal and beneficial owner | 60,000,000 | 15% | - Ms He Kangkang is the spouse of Mr Fang Ming, Mr Zheng Muming is the spouse of Ms Xie Lihua, and Ms Zheng Hui is the spouse of Mr Huang Peng, and are thus deemed to have interests under the SFO[91](index=91&type=chunk) - Mansion Green is wholly-owned by Mr Fang Ming through his holding companies, thus several other entities are deemed to be interested in the same number of shares as Mansion Green[91](index=91&type=chunk) Other Information [Directors' Rights to Acquire Shares or Debentures](index=30&type=section&id=Directors'%20Rights%20to%20Acquire%20Shares%20or%20Debentures) During the six months ended June 30, 2025, no arrangements were made to enable directors to acquire benefits by means of the acquisition of shares in or debentures of the company - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries or associated corporations was a party to any arrangement to enable the directors and chief executive of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or its associated corporations[93](index=93&type=chunk) [Changes in Directors' Information](index=30&type=section&id=Changes%20in%20Directors'%20Information) Mr Leung Wai Hung resigned as an independent non-executive director of Wing Lee Engineering Holdings Limited on July 14, 2025 - Mr Leung Wai Hung resigned as an independent non-executive director of Wing Lee Engineering Holdings Limited (stock code: 9639) on July 14, 2025[94](index=94&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=30&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the six months ended June 30, 2025, neither the company nor its subsidiaries purchased, sold, or redeemed any of its listed securities, and no treasury shares were held - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities on the Stock Exchange or any other stock exchange by way of private arrangement or general offer[95](index=95&type=chunk) - As at June 30, 2025, the Company did not hold any treasury shares[95](index=95&type=chunk) [Share Option Scheme](index=30&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme in 2017, under which no options were granted, exercised, or lapsed as of June 30, 2025, with 40,000,000 options available for grant - The Company adopted a share option scheme on October 23, 2017[96](index=96&type=chunk) - As at June 30, 2025, no share options had been granted, agreed, exercised, cancelled or lapsed under the Scheme, and there were no outstanding share options[96](index=96&type=chunk) - As at the date of this interim report, a total of **40,000,000 shares** were available for issue under the Scheme, representing 10% of the Company's issued share capital on that date[96](index=96&type=chunk) [Compliance with the Corporate Governance Code](index=30&type=section&id=Compliance%20with%20the%20Corporate%20Governance%20Code) The Board has reviewed and confirmed that the company complied with all code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules for the six months ended June 30, 2025 - The Board has reviewed the Group's corporate governance practices and is satisfied that the Company has complied with all the code provisions set out in the Corporate Governance Code in Appendix C1 to the Listing Rules for the six months ended June 30, 2025[97](index=97&type=chunk) [Directors' Interests in Competing Business](index=30&type=section&id=Directors'%20Interests%20in%20Competing%20Business) For the six months ended June 30, 2025, the directors were not aware of any business or interest of a director or controlling shareholder that competes or may compete with the company's business - The Directors are not aware of any business or interest of the Directors or the controlling shareholders of the Company or any of their respective close associates that competes or is likely to compete, either directly or indirectly, with the business of the Group for the six months ended June 30, 2025[98](index=98&type=chunk) - None of them is engaged in any business that competes or is likely to compete with the business of the Group or has any other conflict of interest with the Group, other than those disclosed in the Prospectus[99](index=99&type=chunk) [Pledge of Assets](index=31&type=section&id=Pledge%20of%20Assets) A subsidiary of the company had secured a bank loan with trade receivables and equity, which has been fully repaid, although the equity pledge release is still pending - A subsidiary of the Company had secured a bank loan of approximately **RMB 19,930,000** with certain trade receivables[100](index=100&type=chunk) - A subsidiary of the Company pledged approximately **68.9% of the equity interest** in Fangyuan Modern Life[100](index=100&type=chunk) - The bank loan was fully repaid before its maturity, but the relevant procedures for the release of the equity pledge had not been completed as of the date of this interim report[100](index=100&type=chunk) [Material Investments, Acquisitions and Disposals](index=31&type=section&id=Material%20Investments,%20Acquisitions%20and%20Disposals) For the six months ended June 30, 2025, the company had no material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group did not have any material acquisitions or disposals of subsidiaries, associates and joint ventures[101](index=101&type=chunk) [Progress of Past Connected Transactions](index=31&type=section&id=Progress%20of%20Past%20Connected%20Transactions) The company's swap agreement with Heshan Fudu involving 23 properties is pending physical delivery, and legal action may be taken if obligations are not met - An indirect wholly-owned subsidiary of the Company entered into a swap agreement with Heshan Fudu Property Development Co, Ltd involving 23 properties to offset outstanding receivables[102](index=102&type=chunk) - The physical delivery of the 23 properties is subject to the issuance of the construction project completion acceptance certificate and the housing survey report for the relevant properties[102](index=102&type=chunk) - If Heshan Fudu fails to fulfill its obligations by the final deadline of November 28, 2025, the Company will consider taking necessary legal measures to recover the outstanding receivables[102](index=102&type=chunk) [Outstanding Earnest Money Balance](index=31&type=section&id=Outstanding%20Earnest%20Money%20Balance) The company is addressing an outstanding earnest money balance, having obtained a favorable judgment for a portion and is negotiating the recovery of the remainder - The outstanding earnest money balance, which was initially expected to be settled by December 31, 2023, remains outstanding[104](index=104&type=chunk) - The Company has initiated civil legal proceedings for the outstanding earnest money balance of approximately **RMB 14,180,000** owed by Fangyuan Huijin and has obtained a favorable judgment and enforcement order[104](index=104&type=chunk) - The Company is still in communication and negotiation with the relevant members of Fangyuan Group to recover the remaining balance of the outstanding earnest money[105](index=105&type=chunk) [Interim Dividend](index=32&type=section&id=Interim%20Dividend) The Board of Directors 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[106](index=106&type=chunk) [Review by Audit Committee](index=32&type=section&id=Review%20by%20Audit%20Committee) The Audit Committee has reviewed the Group's unaudited interim results for the six months ended June 30, 2025, and found them compliant with applicable standards - The Audit Committee has reviewed the unaudited interim results of the Group for the six months ended June 30, 2025[107](index=107&type=chunk) - The Audit Committee is of the view that the unaudited interim results comply with the applicable accounting standards and the Listing Rules and that adequate disclosures have been made[107](index=107&type=chunk) [Acknowledgement](index=32&type=section&id=Acknowledgement) The Chairman, on behalf of the Board, expresses gratitude to shareholders, business partners, customers, directors, management, and employees - The Chairman, on behalf of the Board, would like to express his sincere gratitude to the shareholders, business partners and customers for their continuous support to the Group[108](index=108&type=chunk) - He also extends his appreciation to all directors, management and employees for their hard work and dedication during the period[108](index=108&type=chunk)

Fineland Living Services Group Limited 方 圓 生 活 服 務 集 團 有 限 公 司 ( 前稱 Fineland Real Estate Services Group Limited 方圓房地產服務集團有限公司 ) （於開曼群島註冊成立的有限公司） （股份代碼：9978） 職權范圍 - 提名委員會 （於二零二五年八月二十八日經本公司修訂及採納） 1. 組成 方圓生活服務集團有限公司（「本公司」）董事（「董事」）會（「董事會」）於二零一七年 十月二十三日議決成立本公司之提名委員會（「委員會」），並已採納下列條款作為委員會 之職權範圍。 本公司之公司秘書應擔任委員會之秘書（「委員會秘書」）。委員會可不時委任具備適當資 格及經驗之任何其他人士為委員會秘書。委員會秘書或（如其缺席）其代表或委員會任 何一名成員應擔任會議秘書。 1 2. 成員 2.1 委員會成員應由董事會從董事中委任，須不少於三名，且大多數成員須為獨立非執 行董事。委員會應至少有一名不同性別的成員。 2.2 每名委員會成員之任期與其擔任董事之任期相同。在本公司組織章程文件以及適用 法律及規例之規限下，委員會成員於 ...

Fineland Living Services Group Limited 方 圓 生 活 服 務 集 團 有 限 公 司 (前稱 Fineland Real Estate Services Group Limited 方圓房地產服務集團有限公司) (於開曼群島註冊成立的有限公司) (股份代號：9978) 董事名單及其角色和職能 方圓生活服務集團有限公司董事會（「董事會」）成員載列如下： 執行董事 方明先生（主席） 孫立功先生（行政總裁） 韓曙光先生 謝麗華女士 | | 委員會 審核 | 薪酬 | 提名 | | --- | --- | --- | --- | | 董事 | 委員會 | 委員會 | 委員會 | | 方明先 生 | — | — | 主席 | | 孫立功先生 | — | — | — | | 韓曙光先生 | — | 成員 | — | | 謝麗華女士 | — | — | 成員 | | 梁偉雄先生 | 主席 | 成員 | 成員 | | 田秋生先生 | 成員 | 主席 | 成員 | | 杜稱華先生 | 成員 | — | 成員 | 香港，二零二五年八月二十八日 獨立非執行董事 梁偉雄先生 田秋生先生 杜稱華 ...

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。 Fineland Living Services Group Limited 方 圓 生 活 服 務 集 團 有 限 公 司 ( 前稱 Fineland Real Estate Services Group Limited 方圓房地產服務集團有限公司 ) ( 於開曼群島註冊成立的有限公司 ) (股份代號：9978) 上述變動乃因應上市規則及上市規則附錄C1所載企業管治守則的修訂而作出， 該等修訂於二〇二五年七月一日生效。董事會相信實施該等變動可以加強董 事會的成效及多元化，進一步提升本公司整體的良好企業管治常規。 董事會謹熱烈歡迎謝女士及杜先生加入提名委員會。 - 1 - 承董事會命 方圓生活服務集團有限公司 方明 主席 香港，二零二五年八月二十八日 提名委員會組成之變動 方圓生活服務集團有限公司（「本公司」董事（「董事」）會（「董事會」） 宣佈，自二零二五年八月二十八日生效，執行董事謝麗華女士（ ...