Operations and Production - As of June 30, 2025, China Shengmu operates 34 farms with a total of 144,000 dairy cows, producing approximately 2,169 tonnes of fresh milk daily, and an annual production capacity of 600,000 tonnes of ecological organic raw milk[2][3]. - The annualized milk yield per milkable cow increased to 12.27 tonnes in 2025H1, reflecting a growth in productivity[21]. - The volume of raw milk sold reached 114.1 million tonnes, although this represents an 11.3% decrease compared to the previous period[24]. - The company focuses on high-end desert organic raw milk, organic A2 raw milk, and DHA raw milk, enhancing its product matrix to meet diverse customer demands[36]. - The annualized milk yield per milkable cow reached a historical high of 12.27 tonnes in the first half of 2025, up from 12.07 tonnes in mid-2024, contributing to a raw milk sales volume of 372,973 tonnes, a year-on-year increase of 6.3%[43][44]. Financial Performance - Revenue for the Group was RMB1,444,274,000, a decrease from RMB1,490,702,000 in the previous year, reflecting a decline of 3.1%[59]. - The average selling price of raw milk decreased to RMB3.87 per kilogram, an 8.9% decline year-on-year, while the average industry price fell to RMB3.08 per kilogram, down 11.7%[46][47]. - The overall gross profit margin for the first half of 2025 was 25.3%, a decrease of 1.2 percentage points from 26.5% in the same period last year[46][47]. - The loss from changes in the fair value of biological assets was RMB471.3 million, slightly up from RMB451.0 million in the same period of 2024[69]. - Other income and gains increased significantly to RMB166.5 million, up 233.7% from RMB49.9 million in the previous year, primarily due to government grants and the reversal of litigation provisions[70]. Cost Management - The three major expenses per kilogram of milk decreased to RMB 2.44 in 2025H1, down from RMB 2.67 in 2024H1[24]. - The Group's cost of sales per kilogram of milk was RMB2.89, a decrease of 7.4% year-on-year, primarily due to a reduction in feed costs, which fell to RMB2.33 per kilogram, down 7.3%[46][47]. - The total amount of administrative, selling, and financing expenses was RMB101.3 million, representing an 11.3% decrease year-on-year, with expense ratios standing at 7.0%[46][47]. - Finance costs decreased by 17.5% to RMB 19.4 million from RMB 23.5 million in 2024, attributed to increased financial interest subsidies from the government[85]. Market and Industry Trends - The dairy industry faced challenges with raw milk prices declining for three consecutive years, remaining at historically low levels, and production from large dairy enterprises decreased by 0.3% to 14.33 million tonnes[30][32]. - China's total raw milk production in the first half of 2025 was 18.64 million tonnes, reflecting a year-on-year increase of 0.5, while the average price of raw fresh milk dropped by 7.0% to RMB 3.04 per kilogram[35][38]. - The total import of dairy products increased by 5.7% year-on-year to 1.3825 million tonnes, with dried dairy products rising by 8.7% to 1.048 million tonnes[30][34]. - The Group aims to create the world's leading organic milk brand, aligning with its mission to promote agriculture and contribute to society[27][29]. Environmental and Sustainability Initiatives - China Shengmu's end-user brand organic milk won the Gold Award at the 17th Asia International Organic Product Expo, highlighting its commitment to sustainable practices[6][7]. - The company has transformed 350,000 mu of desert into high-quality pasture and planted over 98 million sand-fixing trees, creating a 220 square kilometer oasis[4][5]. - The Group achieved a "Level B" certification in the 2024 CDP rating, reflecting its commitment to ESG practices and sustainable ecological models[49]. - The Group's implementation of IFRS S2 established a disclosure system covering core indicators such as greenhouse gas emissions, setting a benchmark for climate information disclosure in the dairy industry[54]. Corporate Governance and Management - The Audit Committee is responsible for overseeing the financial reporting system, risk management, and internal control procedures, ensuring the effectiveness of the audit process[148]. - The Remuneration Committee determines human resources management policies and reviews remuneration packages for Directors and senior management[149]. - The Nomination Committee makes recommendations regarding candidates to fill vacancies on the Board[151]. - The Strategic and Sustainability Committee formulates the Company's long-term development strategy and considers environmental, social, and corporate governance matters[153]. Shareholder Information - As of June 30, 2025, Zhang Jiawang holds 173,328,580 shares, representing 2.07% of the company's issued ordinary shares[169]. - Start Great Holdings Limited and China Mengniu Dairy Company Limited each own 2,513,178,555 shares, accounting for 29.99% of the total shares[175]. - Nong You Co., Ltd. and its controlled corporations hold 1,301,651,000 shares, which is 15.53% of the total shares[175]. - The total number of issued shares as of June 30, 2025, is 8,381,295,229[176].

Financial Performance - Revenue for the six months ended June 30, 2025, was RMB 7,865,449,000, representing a 12.2% increase from RMB 7,014,343,000 in the same period of 2024[3] - Gross profit for the same period was RMB 1,032,540,000, up from RMB 957,458,000, indicating an increase of 7.8%[3] - The net loss for the period was RMB 68,496,000, compared to a loss of RMB 49,340,000 in 2024, reflecting a 38.8% increase in losses[3] - Basic earnings per share for the period were RMB 0.0103, compared to RMB 0.0073 in the previous year, marking a 41.1% increase[3] - The total comprehensive income for the period was RMB 27,409 thousand, a significant improvement from a total comprehensive loss of RMB 49,814 thousand in the previous period[9] - The group reported a pre-tax loss of RMB 471,895,000, compared to RMB 441,235,000 in the same period last year, indicating an increase in losses[26] - Basic earnings per share for the six months ended June 30, 2025, were RMB 15,207,000 (up from RMB 10,808,000 in 2024), representing a year-over-year increase of approximately 40.1%[31] Assets and Liabilities - Non-current assets totaled RMB 8,310,837,000 as of June 30, 2025, compared to RMB 8,257,237,000 at the end of 2024, showing a slight increase of 0.6%[6] - Current assets increased to RMB 14,862,495,000 from RMB 13,725,725,000, representing an 8.3% growth[6] - Total liabilities increased to RMB 11,808,888,000 from RMB 9,872,017,000, indicating a 19.6% rise[8] - The total equity attributable to shareholders was RMB 5,766,865,000, down from RMB 5,831,431,000, reflecting a decrease of 1.1%[8] - As of June 30, 2025, total equity amounted to RMB 9,366,293 thousand, a decrease from RMB 9,507,454 thousand at the beginning of the period[9] - The company’s total asset of approximately RMB 23.173 billion and a total liability of about RMB 13.807 billion as of June 30, 2025[78] Cash Flow and Financing - The company reported a net profit of RMB 15,207 thousand during the period, compared to a net loss of RMB 68,496 thousand in the previous period[9] - For the six months ended June 30, 2025, the net cash used in operating activities was RMB (2,709,696) thousand, compared to RMB (1,565,592) thousand for the same period in 2024, indicating a significant increase in cash outflow[12] - The financing activities generated a net cash inflow of RMB 1,364,635 thousand in the first half of 2025, compared to RMB 660,590 thousand in the same period of 2024, showing a substantial increase in financing[12] - The company’s total bank loans increased to RMB 3,059,588 thousand in the first half of 2025, compared to RMB 1,451,571 thousand in the same period of 2024, indicating a rise in leverage[12] - The company has committed capital expenditures of RMB 37,753,000 for land and buildings, an increase from RMB 20,419,000 in 2024, reflecting ongoing investment in infrastructure[42] Revenue Segments - Contract revenue from customers amounted to RMB 7,722,792,000, up 12.4% from RMB 6,868,016,000 in the previous year[24] - Software development and technical services revenue increased to RMB 2,914,169,000, a rise of 11.5% from RMB 2,614,386,000[23] - E-commerce supply chain business revenue surged to RMB 2,093,480,000, reflecting a significant increase from RMB 1,546,481,000, marking a growth of 35.4%[23] - The operating segment "Big Data Products and Solutions" generated revenue of RMB 1,430,144 thousand in 2025, up from RMB 1,277,132 thousand in 2024, marking an increase of 12%[21] - The revenue from the big data products and solutions segment was RMB 1.430 billion, a 12% increase year-on-year[50] - The software and operation services segment generated RMB 2.448 billion in revenue, marking a 13% increase compared to the previous year[50] - The revenue from the traditional services segment was RMB 3.987 billion, reflecting an 11% increase year-on-year[50] Research and Development - Research and development costs amounted to RMB 258,242,000, a decrease from RMB 282,488,000 in the previous year[26] - Research and development expenses for the period amounted to RMB 305 million, reflecting the company's commitment to innovation[57] - The company holds a total of 3,290 intellectual property rights, including software copyrights and patents, reinforcing its competitive edge in technology[57] - The company is committed to increasing R&D investment in smart supply chain scenarios, continuously enriching its intelligent application suite for rapid deployment in client supply chains[62] - During the reporting period, the company established a joint laboratory with Peking University to enhance core competitiveness in AI and data technologies[72] Employee and Shareholder Information - Employee costs for the six months ended June 30, 2025, were approximately RMB 2.04 billion, representing a 16.69% increase from RMB 1.74 billion for the same period in 2024[89] - The group has 20,254 full-time employees as of June 30, 2025, an increase from 17,307 employees as of June 30, 2024[89] - As of June 30, 2025, the total equity held by the directors and CEO amounts to approximately 20.66% of the total equity[96] - Major shareholders include Guangzhou Urban Construction Investment Group Co., Ltd., holding approximately 19.80% of the total equity[99] - Kosalaki Investments Limited holds approximately 6.86% of the total equity, while Dragon City International Investment Limited holds about 9.86%[99] Strategic Initiatives and Partnerships - The company has established a comprehensive smart supply chain service covering warehousing, transportation, e-commerce operations, and cross-border trade, driving value growth through efficient logistics systems[58] - The company has signed strategic cooperation agreements with four enterprises, expecting to exceed 10 clients in the full value chain cooperation by the end of the year[59] - The company signed a strategic cooperation agreement with SF Express and YTO Express to enhance logistics capabilities in the express delivery sector[73] - The company aims to replicate its successful hotel industry experience in international markets, expanding its overseas business[68] Share Options and Dividends - The board has decided not to declare any interim dividend for the six months ending June 30, 2025, compared to a dividend of HKD 0.01 per share for the same period in 2024[95] - The total number of unexercised share options as of June 30, 2025, is 54 million for one director, with additional options for other directors totaling 4 million[96] - The options granted under the 2011 Share Option Scheme do not confer any dividend or voting rights to the grantees[107] - No share option expenses were recognized in the six months ended June 30, 2025, compared to RMB 1,129,000 in the six months ended June 30, 2024[107]

[Corporate Profile](index=3&type=section&id=Corporate%20Profile) Jinhui Holdings (Group) Limited is a national large-scale real estate developer with over 28 years of experience, focusing on providing quality residential properties for first-time homebuyers and first-time upgraders - The company has over **28 years of experience**, with operations covering **eight high-growth potential regions** in China, focusing on first-time homebuyers and first-time upgraders[4](index=4&type=chunk)[6](index=6&type=chunk) - Ranked among the **"Top 50 Chinese Real Estate Enterprises" for 10 consecutive years** since 2014, and awarded **"23rd Most Comprehensive Strength among Real Estate Listed Companies in 2023"**[5](index=5&type=chunk)[6](index=6&type=chunk) - Corporate mission is **"Building good homes with heart, making life better"**, vision is **"Pursuing better products and services, becoming a trusted quality benchmark enterprise"**[7](index=7&type=chunk)[8](index=8&type=chunk) [Corporate Information](index=4&type=section&id=Corporate%20Information) This section provides detailed corporate information for Jinhui Holdings (Group) Limited, including board members, company secretary, authorized representatives, auditor, legal counsel, registered office, China head office, Hong Kong principal place of business, share registrar, principal bankers, company website, and stock code - Board members include Executive Directors **Lin Dingqiang (Chairman)**, **Lin Yu**, **Wu Yankun**, and Independent Non-executive Directors **Zhang Huaqiao**, **Xie Rikang**, **Zhong Chuangxin**[10](index=10&type=chunk)[12](index=12&type=chunk) - Mr. Huang Junquan resigned as Executive Director and authorized representative on **July 11, 2025**, and Ms. Guo Enting resigned as Company Secretary and authorized representative on the same day; Ms. Wu Yankun and Ms. Zhu Zhuoting were appointed as authorized representatives on **July 11, 2025**, with Ms. Zhu Zhuoting also appointed as Company Secretary[11](index=11&type=chunk)[12](index=12&type=chunk) - The company's auditor is **Ernst & Young**, and legal counsel is **Sidley Austin**[11](index=11&type=chunk)[12](index=12&type=chunk) - Principal bankers include **Agricultural Bank of China, Industrial and Commercial Bank of China, Bank of China, China Construction Bank, China Minsheng Bank, China Merchants Bank, China Everbright Bank, Guangfa Bank, Industrial Bank**[14](index=14&type=chunk)[15](index=15&type=chunk) [Glossary and Definitions](index=6&type=section&id=Glossary%20and%20Definition) This section provides definitions for key terms and abbreviations used in the report, such as "ASP" (Average Selling Price), "GFA" (Gross Floor Area), and "the Group", to ensure a clear understanding for readers - Defines key terms used in the report, such as **"ASP" (Average Selling Price)**, **"GFA" (Gross Floor Area)**, **"the Group" (the Company and its subsidiaries)**, to enhance readability and accuracy of the report[17](index=17&type=chunk)[18](index=18&type=chunk) [Chairman's Statement](index=8&type=section&id=Chairman's%20Statement) The Chairman's Statement reviews Jinhui Holdings' interim results for the six months ended June 30, 2025, noting a significant decrease in revenue but a substantial narrowing of losses, and highlighting the company's efforts in continuous cost reduction, credit stability, and high-quality delivery 2025 H1 Interim Results Overview | Indicator | 2025 H1 (million RMB) | 2024 H1 (million RMB) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 6,410.4 | 16,383.0 | -60.9% | | Gross Profit | 850.1 | 77.9 | +991.7% | | Gross Profit Margin | 13.3% | 0.5% | +12.8 percentage points | | Net Loss | (283.6) | (1,927.0) | Loss narrowed 85.3% | | Loss Attributable to Owners of the Company | (233.1) | (2,026.4) | Loss narrowed 88.5% | - As of June 30, 2025, the Group's debt balance was approximately **RMB 23,741.3 million**, a decrease of about **3.5%** from the end of 2024; the weighted average debt cost was approximately **4.93%**, a decrease of about **0.33 percentage points** from the end of 2024, indicating continuous cost reduction and credit stability[23](index=23&type=chunk)[27](index=27&type=chunk) - As of June 30, 2025, the Group had completed the delivery of over **5,066 new homes** in **12 cities** nationwide, upholding its commitment to high-quality and early delivery[24](index=24&type=chunk)[28](index=28&type=chunk) - Looking ahead to the second half of 2025, the real estate market is expected to bottom out and stabilize; the Group will actively adapt to market changes, focusing on customer satisfaction to build safe, comfortable, green, and smart **"good homes"**[29](index=29&type=chunk)[31](index=31&type=chunk) [Performance Highlights](index=10&type=section&id=Performance%20Highlights) This section presents a table summary of Jinhui Holdings' key financial performance indicators for the six months ended June 30, 2025, including revenue, profit, gross profit margin, net profit margin, loss per share, total assets, total debt, net debt, current ratio, weighted average debt cost, and net gearing ratio, compared with data from the same period or end of 2024 2025 H1 Key Financial Indicators | Indicator | 2025 H1 (thousand RMB) | 2024 H1 (thousand RMB) | Percentage Change | | :--- | :--- | :--- | :--- | | Recognized Revenue | 6,410,438 | 16,382,985 | -60.9% | | Gross Profit | 850,058 | 77,868 | 991.7% | | Net (Loss)/Profit | (283,631) | (1,927,040) | 85.28% | | Core Net (Loss)/Profit | (137,044) | (1,834,852) | 92.53% | | Gross Profit Margin | 13.3% | 0.5% | - | | Net Profit Margin | -4.4% | -11.8% | - | | Core Net Profit Margin | -2.1% | -11.2% | - | | (Loss)/Earnings Per Share (RMB cents) | (6) | (50) | - | As of June 30, 2025, Balance Sheet Indicators | Indicator | As of June 30, 2025 (thousand RMB) | As of December 31, 2024 (thousand RMB) | Percentage Change | | :--- | :--- | :--- | :--- | | Total Assets | 91,831,748 | 96,657,346 | -5.0% | | Total Debt | 23,741,289 | 24,602,216 | -3.5% | | Net Debt | 22,160,399 | 22,211,823 | -0.2% | | Equity Attributable to Owners of the Parent | 14,600,326 | 14,833,422 | -1.6% | | Current Ratio (times) | 1.3 | 1.3 | - | | Weighted Average Debt Cost | 4.93% | 5.26% | - | | Net Gearing Ratio | 93.0% | 92.1% | - | | Gearing Ratio Excluding Contract Liabilities | 68.3% | 68.4% | - | - Core net (loss)/profit excludes fair value changes of investment properties and financial assets at fair value through profit or loss, and gains from disposal of subsidiaries (net of related deferred tax)[36](index=36&type=chunk) [Management Discussion and Analysis](index=12&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth analysis of Jinhui Holdings' operating and financial status in the first half of 2025, covering business aspects such as property development and sales, investment properties, projects under construction, and land bank, as well as financial aspects including revenue, costs, profit, liquidity, debt, and risk management [Property Development and Sales](index=12&type=section&id=Property%20Development%20and%20Sales) Jinhui Holdings focuses on property development and sales in selected cities across eight regions in China; in the first half of 2025, revenue from property development and sales decreased significantly by 61.9% year-on-year, primarily due to a reduction in the total gross floor area delivered - The Group focuses on selected cities in **eight major regions**: Yangtze River Delta, Bohai Rim, East China, Central China, Southwest, Northwest, Southeast, and Shenzhen-Huizhou[38](index=38&type=chunk)[39](index=39&type=chunk) 2025 H1 Property Development and Sales Data by Region | Region | 2025 Revenue (thousand RMB) | 2025 Revenue Share | 2025 GFA Delivered (square meters) | 2025 Recognized ASP (RMB/square meter) | 2024 Revenue (thousand RMB) | 2024 Revenue Share | 2024 GFA Delivered (square meters) | 2024 Recognized ASP (RMB/square meter) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Southeast | 1,562,497 | 25.4% | 194,644 | 8,028 | 2,156,895 | 13.3% | 219,704 | 9,817 | | East China | 1,298,294 | 21.1% | 156,744 | 8,283 | 4,258,857 | 26.3% | 369,815 | 11,516 | | Central China | 165,645 | 2.7% | 28,193 | 5,875 | 3,001,540 | 18.5% | 267,026 | 11,241 | | Bohai Rim | 1,688,014 | 27.4% | 159,553 | 10,580 | 139,605 | 0.9% | 10,869 | 12,845 | | Northwest | 9,945 | 0.2% | 537 | 18,513 | 2,515,864 | 15.5% | 142,642 | 17,638 | | Southwest | 694,994 | 11.3% | 45,458 | 15,289 | 1,093,925 | 6.8% | 76,902 | 14,225 | | Yangtze River Delta | 741,390 | 12.0% | 51,548 | 14,383 | 1,586,791 | 9.8% | 68,872 | 23,040 | | Shenzhen-Huizhou | – | – | – | – | 1,428,665 | 8.9% | 96,170 | 14,856 | | **Total** | **6,160,779** | **100%** | **636,677** | **9,676** | **16,186,142** | **100%** | **1,252,000** | **12,925** | [Investment Properties](index=12&type=section&id=Investment%20Properties) As of June 30, 2025, Jinhui Holdings held 27 investment properties with a total gross floor area of approximately 1,348,098 square meters, including one investment property held for future development with an estimated gross floor area of approximately 69,530 square meters - As of June 30, 2025, the Group held **27 investment properties** with a total gross floor area of approximately **1,348,098 square meters**[41](index=41&type=chunk)[43](index=43&type=chunk) - One of these investment properties, held for future development, has an estimated total gross floor area of approximately **69,530 square meters**[41](index=41&type=chunk)[43](index=43&type=chunk) [Projects Under Construction](index=12&type=section&id=Projects%20Under%20Construction) As of June 30, 2025, Jinhui Holdings' projects under construction had a planned total gross floor area of approximately 8,349,359 square meters, a decrease of approximately 21.0% compared to December 31, 2024 - As of June 30, 2025, the Group's projects under construction had a planned total gross floor area of approximately **8,349,359 square meters**[42](index=42&type=chunk)[44](index=44&type=chunk) - This represents a decrease of approximately **21.0%** compared to approximately **10,566,823 square meters** as of December 31, 2024[42](index=42&type=chunk)[44](index=44&type=chunk) [Land Bank](index=13&type=section&id=Land%20Bank) As of June 30, 2025, Jinhui Holdings' total land bank had a gross floor area of approximately 18,280,329 square meters, with an attributable gross floor area of approximately 14,845,295 square meters, distributed across major regions such as Chongqing, Wuhan, Beijing, Shanghai, Xi'an, and Fujian, covering various planned uses including residential, commercial, and office buildings - As of June 30, 2025, the Group's total land bank had a gross floor area of approximately **18,280,329 square meters**, with an attributable gross floor area of approximately **14,845,295 square meters**[45](index=45&type=chunk)[65](index=65&type=chunk) - The land bank is primarily distributed in regions such as **Chongqing, Wuhan, Beijing, Shanghai, Xi'an, and Fujian**, with projects mainly planned for residential and commercial use[46](index=46&type=chunk)[65](index=65&type=chunk) As of June 30, 2025, Land Bank Overview | Category | Total Land Bank Area (square meters) | Attributable Land Bank Area (square meters) | | :--- | :--- | :--- | | Properties developed by the Group and its subsidiaries | 14,956,084 | 13,340,007 | | Properties developed by the Group's joint ventures and associates | 3,324,245 | 1,505,289 | | **Total** | **18,280,329** | **14,845,295** | [Financial Review](index=26&type=section&id=Financial%20Review) This section provides a detailed review of Jinhui Holdings' financial performance in the first half of 2025; despite a significant decline in revenue, gross profit and net profit margins improved substantially due to effective cost control and reduced impairment provisions, leading to a significant narrowing of losses for the period [Revenue](index=26&type=section&id=Revenue) In the first half of 2025, Jinhui Holdings' total revenue was approximately RMB 6,410.4 million, a year-on-year decrease of 60.9%; property development and sales revenue decreased by 61.9%, property leasing income increased by 3.8%, management consulting service income decreased by 52.9%, and hotel service income recorded RMB 46.5 million for the first time 2025 H1 Revenue Composition | Revenue Source | 2025 H1 (thousand RMB) | 2025 Share | 2024 H1 (thousand RMB) | 2024 Share | | :--- | :--- | :--- | :--- | :--- | | Property Development and Sales | 6,160,779 | 96.1% | 16,186,142 | 98.8% | | Residential | 6,060,550 | 94.5% | 15,755,758 | 96.2% | | Commercial | 100,229 | 1.6% | 430,384 | 2.6% | | Property Leasing | 202,086 | 3.2% | 194,665 | 1.2% | | Management Consulting Services | 1,037 | 0.0% | 2,178 | 0.0% | | Hotel Services | 46,536 | 0.7% | – | – | | **Total** | **6,410,438** | **100.0%** | **16,382,985** | **100.0%** | - Property development and sales revenue decreased by **61.9%**, primarily attributable to a reduction in the number of completed and delivered property projects during the period, leading to a decrease in total gross floor area delivered[70](index=70&type=chunk)[72](index=72&type=chunk) - Property leasing income increased by **3.8%** to approximately **RMB 202.1 million**[71](index=71&type=chunk)[73](index=73&type=chunk) - Management consulting service income decreased by **52.9%** to approximately **RMB 1.0 million**, mainly due to a reduction in management consulting fees received from joint ventures and associates[74](index=74&type=chunk)[80](index=80&type=chunk) - Hotel service income recorded **RMB 46.5 million** for the first time[75](index=75&type=chunk)[81](index=81&type=chunk) [Cost of Sales](index=27&type=section&id=Cost%20of%20sales) In the first half of 2025, Jinhui Holdings' cost of sales was approximately RMB 5,560.4 million, a significant year-on-year decrease of 65.9%, primarily due to a reduction in the scale of recognized revenue during the period - Cost of sales was approximately **RMB 5,560.4 million**, a decrease of approximately **65.9%** compared to approximately **RMB 16,305.1 million** in the same period of 2024[76](index=76&type=chunk)[82](index=82&type=chunk) - The decrease in cost of sales was primarily attributable to a reduction in the Group's recognized revenue scale during the period[76](index=76&type=chunk)[82](index=82&type=chunk) [Gross Profit and Gross Profit Margin](index=27&type=section&id=Gross%20Profit%20and%20Gross%20Profit%20Margin) In the first half of 2025, Jinhui Holdings' gross profit significantly increased to approximately RMB 850.1 million, and the gross profit margin substantially improved to 13.3%, mainly benefiting from a larger decrease in cost of sales - Gross profit increased from approximately **RMB 77.9 million** in the same period of 2024 to approximately **RMB 850.1 million**[77](index=77&type=chunk)[83](index=83&type=chunk) - Gross profit margin improved from approximately **0.5%** in the same period of 2024 to approximately **13.3%**[77](index=77&type=chunk)[84](index=84&type=chunk) [Finance Income](index=27&type=section&id=Finance%20income) In the first half of 2025, Jinhui Holdings' finance income was approximately RMB 3.2 million, a year-on-year decrease of 70.7%, primarily due to reduced bank balances and lower deposit interest rates - Finance income was approximately **RMB 3.2 million**, a decrease of approximately **70.7%** compared to approximately **RMB 11.0 million** in the same period of 2024[78](index=78&type=chunk)[85](index=85&type=chunk) - The decrease was mainly due to reduced interest income resulting from lower bank balances and decreased deposit interest rates[78](index=78&type=chunk)[85](index=85&type=chunk) [Other Income and Gains](index=27&type=section&id=Other%20Income%20and%20Gains) In the first half of 2025, Jinhui Holdings' other income and gains slightly increased to approximately RMB 14.6 million, up from approximately RMB 12.2 million in the same period of 2024 - Other income and gains slightly increased to approximately **RMB 14.6 million**, up from approximately **RMB 12.2 million** in the same period of 2024[79](index=79&type=chunk)[86](index=86&type=chunk) [Selling and Distribution Expenses](index=28&type=section&id=Selling%20and%20Distribution%20Expenses) In the first half of 2025, Jinhui Holdings' selling and distribution expenses were approximately RMB 265.5 million, a year-on-year decrease of 35.9%, primarily due to reduced revenue during the period - Selling and distribution expenses were approximately **RMB 265.5 million**, a decrease of approximately **35.9%** compared to approximately **RMB 414.2 million** in the same period of 2024[88](index=88&type=chunk)[92](index=92&type=chunk) - The decrease was primarily due to the reduction in the Group's revenue during the period[88](index=88&type=chunk)[92](index=92&type=chunk) [Administrative Expenses](index=28&type=section&id=Administrative%20Expenses) In the first half of 2025, Jinhui Holdings' administrative expenses were approximately RMB 193.2 million, a year-on-year decrease of 23.4%, primarily due to reduced revenue and lower staff salaries and office expenses - Administrative expenses were approximately **RMB 193.2 million**, a decrease of approximately **23.4%** compared to approximately **RMB 252.4 million** in the same period of 2024[90](index=90&type=chunk)[94](index=94&type=chunk) - The decrease was primarily due to the reduction in the Group's revenue during the period, as well as lower staff salaries and office expenses[90](index=90&type=chunk)[94](index=94&type=chunk) [Finance Cost](index=29&type=section&id=Finance%20Cost) In the first half of 2025, Jinhui Holdings' finance costs slightly increased by 21.9% to approximately RMB 143.5 million; however, the weighted average debt cost decreased to 4.93%, indicating improved financing efficiency - Finance costs slightly increased by approximately **21.9%** to approximately **RMB 143.5 million**, compared to approximately **RMB 117.7 million** in the same period of 2024[96](index=96&type=chunk)[103](index=103&type=chunk) - As of June 30, 2025, the weighted average debt cost was approximately **4.93%**, a decrease from **5.26%** as of December 31, 2024[96](index=96&type=chunk)[103](index=103&type=chunk) [Other Expenses](index=29&type=section&id=Other%20Expenses) In the first half of 2025, Jinhui Holdings' other expenses significantly decreased by 95.8% to approximately RMB 4.7 million, primarily due to no significant impairment losses on financial assets and investments being recognized during the period - Other expenses were approximately **RMB 4.7 million**, a decrease of approximately **95.8%** compared to approximately **RMB 110.5 million** in the same period of 2024[97](index=97&type=chunk)[104](index=104&type=chunk) - The decrease was primarily attributable to no significant impairment losses on financial assets and investments being recognized during the period[97](index=97&type=chunk)[104](index=104&type=chunk) [Fair Value (Loss)/Gains on Investment Properties](index=29&type=section&id=Fair%20Value%20(Loss)%2FGains%20on%20Investment%20Properties) In the first half of 2025, Jinhui Holdings recorded a fair value loss on investment properties of approximately RMB 195.5 million, an increase of 59.0% compared to the loss in the same period of 2024, mainly due to decreased occupancy rates and rental levels for some investment properties - Recorded a fair value loss on investment properties of approximately **RMB 195.5 million**, an increase of approximately **59.0%** compared to a loss of approximately **RMB 122.9 million** in the same period of 2024[98](index=98&type=chunk)[105](index=105&type=chunk) - The increase in loss was mainly due to decreased occupancy rates and rental levels for some investment properties[98](index=98&type=chunk)[105](index=105&type=chunk) [Share of (Loss)/Gains of Joint Ventures](index=29&type=section&id=Share%20of%20(Loss)%2FGains%20of%20Joint%20Ventures) In the first half of 2025, Jinhui Holdings' share of joint ventures turned from a loss to a gain of approximately RMB 13.7 million, primarily due to profit realization from property projects held by joint ventures upon recognition - Share of joint ventures turned from a loss of approximately **RMB 327.5 million** in the same period of 2024 to a gain of approximately **RMB 13.7 million**[99](index=99&type=chunk)[106](index=106&type=chunk) - The shift from loss to gain was primarily due to profit realization from property projects held by joint ventures upon recognition during the period[99](index=99&type=chunk)[106](index=106&type=chunk) [Share of Losses of Associates](index=29&type=section&id=Share%20of%20Losses%20of%20Associates) In the first half of 2025, Jinhui Holdings' share of losses of associates increased to approximately RMB 231.4 million, primarily due to impairment provisions made for some property projects as a result of lower-than-expected real estate market conditions and selling prices - Share of losses of associates increased from approximately **RMB 122.3 million** in the same period of 2024 to approximately **RMB 231.4 million**[100](index=100&type=chunk)[107](index=107&type=chunk) - The increase in loss was primarily due to the impact of lower-than-expected real estate market conditions and selling prices, leading to impairment provisions for some property projects held by associates[100](index=100&type=chunk)[107](index=107&type=chunk) [(Loss) Before Tax](index=29&type=section&id=(Loss)%20Before%20Tax) In the first half of 2025, Jinhui Holdings recorded a loss before tax of approximately RMB 152.2 million, a significant decrease of 88.9% compared to the loss in the same period of 2024, primarily attributable to reduced impairment provisions during the period - Recorded a loss before tax of approximately **RMB 152.2 million**, a decrease of **88.9%** compared to a loss of approximately **RMB 1,366.6 million** in the same period of 2024[101](index=101&type=chunk)[108](index=108&type=chunk) - The decrease in loss was primarily attributable to reduced impairment provisions by the Group during the period[101](index=101&type=chunk)[108](index=108&type=chunk) [Income Tax Expenses](index=30&type=section&id=Income%20Tax%20Expenses) In the first half of 2025, Jinhui Holdings' income tax expenses were approximately RMB 131.4 million, a year-on-year decrease of 76.6%, primarily due to reduced income tax expenses corresponding to a decrease in recognized revenue during the period - Income tax expenses were approximately **RMB 131.4 million**, a decrease of approximately **76.6%** compared to approximately **RMB 560.4 million** in the same period of 2024[109](index=109&type=chunk)[113](index=113&type=chunk) - The decrease was primarily due to reduced income tax expenses corresponding to a decrease in the Group's recognized revenue scale during the period[109](index=109&type=chunk)[113](index=113&type=chunk) [Loss for the Period](index=30&type=section&id=(Loss)%20for%20the%20Period) In the first half of 2025, Jinhui Holdings recorded a loss for the period of approximately RMB 283.6 million, a significant decrease of 85.3% compared to the loss in the same period of 2024, reflecting an improvement in financial position - Loss for the period was approximately **RMB 283.6 million**, a decrease of **85.3%** compared to a loss of approximately **RMB 1,927 million** in the same period of 2024[110](index=110&type=chunk)[114](index=114&type=chunk) [Liquidity and Financial Resources](index=30&type=section&id=Liquidity%20and%20Financial%20Resources) This section analyzes Jinhui Holdings' liquidity and financial resources; as of June 30, 2025, both the Group's net current assets and cash and bank balances decreased, but total debt and weighted average debt cost also showed a downward trend, indicating the company's efforts in debt control and reducing financing costs [Net Current Assets](index=30&type=section&id=Net%20Current%20Assets) As of June 30, 2025, Jinhui Holdings' net current assets were approximately RMB 13,375.7 million, largely consistent with the end of 2024; total current assets decreased by 6.6%, and total current liabilities decreased by 8.3%, mainly due to reductions in properties under development, cash and bank balances, contract liabilities, and other payables - As of June 30, 2025, net current assets were approximately **RMB 13,375.7 million** (December 31, 2024: approximately **RMB 13,395.6 million**)[111](index=111&type=chunk)[115](index=115&type=chunk) - Total current assets decreased by **6.6%** to approximately **RMB 62,187.8 million**, and total current liabilities decreased by **8.3%** to approximately **RMB 48,812.1 million**[111](index=111&type=chunk)[115](index=115&type=chunk) - The decrease in current assets was mainly due to a reduction in properties under development and cash and bank balances; the decrease in current liabilities was mainly due to a reduction in contract liabilities and other payables[111](index=111&type=chunk)[115](index=115&type=chunk) [Cash Position](index=30&type=section&id=Cash%20Position) As of June 30, 2025, Jinhui Holdings' cash and bank balances were approximately RMB 1,580.9 million, a decrease of approximately 33.8% from the end of 2024; most cash and bank balances were denominated in RMB, HKD, and USD - As of June 30, 2025, cash and bank balances were approximately **RMB 1,580.9 million** (December 31, 2024: approximately **RMB 2,390.4 million**)[112](index=112&type=chunk)[116](index=116&type=chunk) - Most cash and bank balances were denominated in **RMB, HKD, and USD**[112](index=112&type=chunk)[116](index=116&type=chunk) [Indebtedness](index=31&type=section&id=Indebtedness) As of June 30, 2025, Jinhui Holdings' total outstanding borrowings were approximately RMB 23,741.3 million, a decrease of 3.5% from the end of 2024; the weighted average debt cost was 4.93%, a decrease from the end of 2024, with debt primarily denominated in RMB and detailed maturity profiles and fixed/floating rate breakdowns - As of June 30, 2025, total outstanding borrowings were approximately **RMB 23,741.3 million**, a decrease of approximately **3.5%** compared to approximately **RMB 24,602.2 million** as of December 31, 2024[117](index=117&type=chunk)[118](index=118&type=chunk) - The weighted average debt cost for the period was **4.93%** (December 31, 2024: **5.26%**)[117](index=117&type=chunk)[118](index=118&type=chunk) As of June 30, 2025, Borrowing Components | Category | As of June 30, 2025 (thousand RMB) | As of December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | **Current** | | | | Current portion of long-term bank loans – secured | 5,031,862 | 5,638,676 | | Current portion of other loans – secured | 377,495 | 652,836 | | Current portion of other loans – unsecured | 2,086 | 1,278 | | Corporate bonds | 1,286,903 | 1,219,287 | | Proceeds from asset-backed securities | 41,555 | 20,818 | | **Total Current** | **6,739,901** | **7,532,895** | | **Non-current** | | | | Bank loans – secured | 7,988,762 | 8,250,310 | | Other loans – secured | 4,165,000 | 4,000,000 | | Other loans – unsecured | 1,057,171 | 1,025,067 | | Corporate bonds | 2,136,679 | 2,134,120 | | Proceeds from asset-backed securities | 1,653,776 | 1,659,824 | | **Total Non-current** | **17,001,388** | **17,069,321** | | **Total Borrowings** | **23,741,289** | **24,602,216** | | Secured | 22,682,032 | 23,575,871 | | Unsecured | 1,059,257 | 1,026,345 | As of June 30, 2025, Borrowing Maturity Profile | Category | As of June 30, 2025 (thousand RMB) | As of December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | **Bank Loans Repayable** | | | | Within 1 year | 5,031,862 | 5,638,676 | | In the 2nd year | 5,536,005 | 5,239,338 | | In the 3rd to 5th year (inclusive) | 2,079,057 | 2,642,172 | | After 5 years | 373,700 | 368,800 | | **Other Borrowings Repayable** | | | | Within 1 year | 379,581 | 654,114 | | In the 2nd year | 505,000 | 395,000 | | In 2 to 5 years | 1,482,171 | 1,485,067 | | After 5 years | 3,235,000 | 3,145,000 | | **Corporate Bonds and Proceeds from Asset-Backed Securities Repayable** | | | | Within 1 year | 1,328,458 | 1,240,105 | | In 1 to 4 years | 2,265,631 | 1,667,921 | | After 4 years | 1,524,824 | 2,126,023 | | **Total** | **23,741,289** | **24,602,216** | | **By Fixed or Floating Rate** | | | | Fixed rate | 14,281,971 | 14,196,117 | | Floating rate | 9,459,318 | 10,406,099 | [Pledge of Assets](index=33&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, approximately RMB 40,240.5 million of Jinhui Holdings' assets were pledged to secure borrowings, including property, plant and equipment, land use rights, investment properties, properties under development, and right-of-use assets - As of June 30, 2025, approximately **RMB 40,240.5 million** (December 31, 2024: approximately **RMB 41,233.3 million**) of the Group's assets were pledged to secure borrowings[124](index=124&type=chunk)[130](index=130&type=chunk) - Pledged assets include **property, plant and equipment, land use rights, investment properties, properties under development, and right-of-use assets**[124](index=124&type=chunk)[130](index=130&type=chunk) [Financial Risk](index=33&type=section&id=Financial%20Risk) Jinhui Holdings faces interest rate risk, foreign currency risk, credit risk, and liquidity risk; the company does not use derivative instruments to hedge risks and closely monitors foreign exchange risk, managing credit risk through counterparty assessment and monitoring of receivables, while addressing liquidity risk by maintaining a balance between financing continuity and flexibility [Interest Rate Risk](index=33&type=section&id=Interest%20Rate%20Risk) Jinhui Holdings' interest rate risk primarily arises from interest-bearing bank and other borrowings; the company does not use derivative financial instruments to hedge interest rate risk but manages interest costs by using floating-rate borrowings - Interest rate fluctuation risk is primarily related to interest-bearing bank and other borrowings[126](index=126&type=chunk)[132](index=132&type=chunk) - The company does not use derivative financial instruments to hedge interest rate risk but manages interest costs by using **floating-rate bank and other borrowings**[126](index=126&type=chunk)[132](index=132&type=chunk) [Foreign Exchange Risk](index=33&type=section&id=Foreign%20Exchange%20Risk) Jinhui Holdings primarily operates in China, with revenue and expenses denominated in RMB; as of June 30, 2025, a small portion of cash and bank balances are denominated in HKD and USD, posing exchange rate fluctuation risk, and the company has no foreign currency hedging policy but closely monitors exchange rate risk - Primary business operations are in China, with revenue and expenses denominated in **RMB**[127](index=127&type=chunk)[133](index=133&type=chunk) - As of June 30, 2025, approximately **RMB 1.2 million** and **RMB 6.7 million** of cash and bank balances were denominated in **HKD** and **USD**, respectively, subject to exchange rate fluctuations[127](index=127&type=chunk)[133](index=133&type=chunk) - The company has no foreign currency hedging policy but closely monitors exchange rate risk and strives to preserve cash value[127](index=127&type=chunk)[133](index=133&type=chunk) [Credit Risk](index=33&type=section&id=Credit%20Risk) Jinhui Holdings manages credit risk through counterparty credit assessment, continuous monitoring, and regular review of the recoverability of receivables, ensuring credit terms are only granted to counterparties with appropriate credit history and diversifying credit risk - Manages credit risk through **counterparty credit assessment, continuous monitoring, and regular review of the recoverability of receivables**[128](index=128&type=chunk)[134](index=134&type=chunk) - Credit risk is diversified across a large number of counterparties and customers, with no high concentration of credit risk[128](index=128&type=chunk)[134](index=134&type=chunk) [Liquidity Risk](index=33&type=section&id=Liquidity%20Risk) Jinhui Holdings aims to maintain a balance between financing continuity and flexibility by utilizing interest-bearing bank and other borrowings, and continuously monitors its liquidity position - Aims to maintain a balance between financing continuity and flexibility by utilizing interest-bearing bank and other borrowings[129](index=129&type=chunk)[135](index=135&type=chunk) - The company continuously and closely monitors its liquidity position[129](index=129&type=chunk)[135](index=135&type=chunk) [Contingent Liabilities](index=34&type=section&id=Contingent%20Liabilities) As of June 30, 2025, Jinhui Holdings provided guarantees of approximately RMB 14,502.7 million for property buyers' financing and approximately RMB 1,260.2 million for related companies' financing; directors believe the likelihood of buyer default is minimal and the net realizable value of the related properties is sufficient to repay the loans, thus no provisions have been made - As of June 30, 2025, total guarantees provided to banks for property buyers' financing amounted to approximately **RMB 14,502.7 million** (December 31, 2024: approximately **RMB 15,729.9 million**)[137](index=137&type=chunk)[142](index=142&type=chunk) - Total guarantees provided to banks and other institutions for related companies' financing amounted to approximately **RMB 1,260.2 million** (December 31, 2024: approximately **RMB 1,242.1 million**)[137](index=137&type=chunk)[142](index=142&type=chunk) - The Directors believe that the likelihood of buyers defaulting on their payment obligations is minimal, and the net realizable value of the related properties is sufficient to repay the outstanding mortgage loans, thus no provisions have been made for the guarantees[136](index=136&type=chunk)[141](index=141&type=chunk) [Legal Contingents](index=34&type=section&id=Legal%20Contingents) Jinhui Holdings may be involved in legal proceedings in the ordinary course of business, but management believes that any liabilities arising therefrom will not have a material adverse effect on the company's business, financial position, or operating results - The Group may be involved in legal and other proceedings from time to time in the ordinary course of business[138](index=138&type=chunk)[143](index=143&type=chunk) - Management believes that any liabilities arising from such proceedings will not have a material adverse effect on the business, financial position, or operating results[138](index=138&type=chunk)[143](index=143&type=chunk) [Commitment](index=34&type=section&id=Commitment) As of June 30, 2025, Jinhui Holdings' capital commitments were approximately RMB 12,594.0 million, primarily related to property development activities, acquisition of land use rights, contributions to joint ventures and associates, and equity acquisitions - As of June 30, 2025, capital commitments were approximately **RMB 12,594.0 million** (December 31, 2024: approximately **RMB 13,157.8 million**)[139](index=139&type=chunk)[144](index=144&type=chunk) - Commitments are primarily related to **property development activities, acquisition of land use rights, contributions payable to joint ventures and associates, and contributions for equity acquisitions**[139](index=139&type=chunk)[144](index=144&type=chunk) [Off-Balance Sheet Commitment and Arrangements](index=34&type=section&id=Off-Balance%20Sheet%20Commitment%20and%20Arrangements) Except for the disclosed contingent liabilities, as of June 30, 2025, Jinhui Holdings had no other outstanding borrowed capital, bank overdrafts, loans, debt securities, borrowings or other similar indebtedness, acceptance liabilities, acceptance credits, debentures, mortgages, charges, finance lease or hire purchase commitments, guarantees, or other material contingent liabilities issued or agreed to be issued - Except for the disclosed contingent liabilities, as of June 30, 2025, the Group had no other material off-balance sheet commitments and arrangements[140](index=140&type=chunk)[145](index=145&type=chunk) [Significant Investments Held, Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=35&type=section&id=Significant%20Investments%20Held,%20Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries,%20Associates%20and%20Joint%20Ventures) For the six months ended June 30, 2025, Jinhui Holdings held no significant investments and made no material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group had no significant investments and no material acquisitions or disposals of subsidiaries, associates, or joint ventures[146](index=146&type=chunk)[150](index=150&type=chunk) [Future Plan for Material Investments or Capital Assets](index=35&type=section&id=Future%20Plan%20for%20Material%20Investments%20or%20Capital%20Assets) As of June 30, 2025, Jinhui Holdings had no future plans for any material investments or capital assets - As of June 30, 2025, the Group had no future plans for any material investments or capital assets[147](index=147&type=chunk)[151](index=151&type=chunk) [Employees](index=35&type=section&id=Employees) As of June 30, 2025, Jinhui Holdings had a total of 636 employees, with the vast majority located in China; staff costs for the period were approximately RMB 65.2 million, and the company determines salaries based on employee qualifications, positions, and seniority, with a regular review system - As of June 30, 2025, the Group had a total of **636 employees**, with the vast majority located in China[148](index=148&type=chunk)[152](index=152&type=chunk) - Staff costs (including Directors' remuneration) for the period were approximately **RMB 65.2 million** (same period in 2024: approximately **RMB 119.3 million**)[148](index=148&type=chunk)[152](index=152&type=chunk) - The company determines salaries based on each employee's qualifications, position, and seniority, and has a regular review system to assess employee performance as a basis for salary increases, bonuses, and promotions[148](index=148&type=chunk)[152](index=152&type=chunk) [Events After the Period](index=35&type=section&id=Events%20After%20the%20Period) No other significant events occurred for Jinhui Holdings from June 30, 2025, to the date of this report - No other significant events occurred for the Group from June 30, 2025, to the date of this report[149](index=149&type=chunk)[153](index=153&type=chunk) [Corporate Governance and Other Information](index=36&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section describes Jinhui Holdings' compliance with corporate governance code in the first half of 2025, including an explanation for the deviation from the separation of Chairman and CEO roles, compliance with the model code for directors' securities transactions, changes in directors' information, details of the share option scheme, and disclosure of interests of directors, chief executives, and substantial shareholders [Corporate Governance Practices](index=36&type=section&id=Corporate%20Governance%20Practices) Jinhui Holdings complied with the corporate governance code in the first half of 2025, but deviated from the requirement that the roles of Chairman and Chief Executive should be separate; the Board believes that Mr. Lin Dingqiang's dual role is in the best interest of the Group, as he has been responsible for daily operations and management since the Group's inception, and the existing management structure is effective with sufficient checks and balances - The company has applied good corporate governance principles and complied with the code provisions set out in Part 2 of the Corporate Governance Code, but deviated from code provision **C.2.1 (roles of Chairman and Chief Executive should be separate)**[154](index=154&type=chunk)[159](index=159&type=chunk) - The Board believes that **Mr. Lin Dingqiang's dual role as Chairman and Chief Executive** is in the best interest of the Group, as he has been responsible for daily operations and management since its inception, and the management structure is effective with sufficient checks and balances[155](index=155&type=chunk)[160](index=160&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors](index=36&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) Jinhui Holdings has adopted the Model Code as the standard for directors' securities transactions; all directors have confirmed compliance with all applicable provisions in the first half of 2025, and no non-compliance by relevant senior officers and employees has been identified - The company has adopted the **Model Code** as the standard for directors' securities transactions[157](index=157&type=chunk)[161](index=161&type=chunk) - All Directors have confirmed compliance with all applicable code provisions in the first half of 2025[157](index=157&type=chunk)[161](index=161&type=chunk) - No instances of non-compliance with the Model Code by relevant senior officers and employees have been identified[158](index=158&type=chunk)[161](index=161&type=chunk) [Change in Information of Directors](index=37&type=section&id=Change%20in%20Information%20of%20Directors) This section discloses changes in the Board of Directors, including resignations of Mr. Huang Junquan and Ms. Guo Enting, and appointments of Ms. Wu Yankun and Ms. Zhu Zhuoting as authorized representatives, with Ms. Zhu Zhuoting also appointed as Company Secretary; additionally, Independent Non-executive Director Mr. Zhong Chuangxin was appointed as an independent non-executive director of Hulao Aiyi (Shanghai) Industrial Co., Ltd - Mr. Huang Junquan resigned as Executive Director and authorized representative on **July 11, 2025**, due to personal development reasons[169](index=169&type=chunk)[171](index=171&type=chunk) - Ms. Guo Enting resigned as Company Secretary and authorized representative on **July 11, 2025**[11](index=11&type=chunk)[12](index=12&type=chunk) - Ms. Wu Yankun and Ms. Zhu Zhuoting were appointed as authorized representatives on **July 11, 2025**, with Ms. Zhu Zhuoting also appointed as Company Secretary[11](index=11&type=chunk)[12](index=12&type=chunk) - Mr. Zhong Chuangxin, an Independent Non-executive Director, was appointed as an independent non-executive director of Hulao Aiyi (Shanghai) Industrial Co., Ltd. on **April 28, 2025**[162](index=162&type=chunk)[171](index=171&type=chunk) [Continuing Disclosure Obligations Pursuant to the Listing Rules](index=37&type=section&id=Continuing%20Disclosure%20Obligations%20Pursuant%20to%20the%20Listing%20Rules) Jinhui Holdings states that it has no continuing disclosure obligations under Rules 13.18, 13.20, 13.21, and 13.22 of the Listing Rules - The company has no disclosure obligations under **Rules 13.18, 13.20, 13.21, and 13.22** of the Listing Rules[164](index=164&type=chunk)[167](index=167&type=chunk) [Share Option Scheme](index=37&type=section&id=Share%20Option%20Scheme) Jinhui Holdings' Share Option Scheme aims to recognize and incentivize eligible participants, and to attract and retain individuals beneficial to the Group's long-term development, with specific limits on shares and individual grants, and an exercise period of up to ten years - The Share Option Scheme aims to incentivize eligible participants to optimize performance and to attract and retain individuals beneficial to the Group's long-term development[168](index=168&type=chunk)[172](index=172&type=chunk) - The maximum number of shares that may be issued is **10%** of the total issued shares on the listing date, i.e., **400,000,000 shares**, representing approximately **9.89%** of the total issued shares as of the date of this report[173](index=173&type=chunk)[177](index=177&type=chunk) - The maximum number of share options that may be granted to any individual is **1%** of the issued shares within any **12-month period**[174](index=174&type=chunk)[178](index=178&type=chunk) - The exercise period for share options is determined by the Board, not exceeding **ten years** from the date of grant[176](index=176&type=chunk)[179](index=179&type=chunk) - The subscription price for shares must be at least the highest of the closing price on the date of grant, the average closing price for the five business days immediately preceding the date of grant, and the nominal value of the shares[181](index=181&type=chunk)[186](index=186&type=chunk) - As of the date of this report, no share options have been granted by the company, and the number of share options available for grant remains **400,000,000 shares**[182](index=182&type=chunk)[185](index=185&type=chunk) [Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or Its Associated Corporations](index=40&type=section&id=Directors'%20and%20Chief%20Executives'%20Interests%20and%20Short%20Positions%20in%20Shares,%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20or%20Its%20Associated%20Corporations) As of June 30, 2025, Mr. Lin Dingqiang is deemed to hold 3,400,000,000 shares of the Company through Jinhui Group Holdings and Qihui, representing approximately 84.05% of the issued shares; other than this, no directors or chief executives had any disclosable interests or short positions in the shares, underlying shares, and debentures of the Company or its associated corporations As of June 30, 2025, Directors' Interests in Company Shares | Director Name | Nature of Interest | Number of Shares or Underlying Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Lin | Interest in controlled corporation | 3,400,000,000 | 84.05% | - Mr. Lin is deemed to hold **3,400,000,000 shares** through Jinhui Group Holdings and Qihui[190](index=190&type=chunk) As of June 30, 2025, Directors' Interests in Associated Corporations' Shares | Director Name | Name of Associated Corporation | Nature of Interest | Number of Shares/Amount of Debentures | Approximate Percentage of Relevant Shares/Debentures | | :--- | :--- | :--- | :--- | :--- | | Mr. Lin | Jinhui Group Holdings | Beneficial owner | 6,172,150 | 64.97% | - Except for the above disclosures, no directors or chief executives had any disclosable interests or short positions in the shares, underlying shares, and debentures of the Company or its associated corporations[193](index=193&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in the Shares and Underlying Shares of the Company](index=41&type=section&id=Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20and%20Short%20Positions%20in%20the%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of June 30, 2025, Jinhui Group Holdings and Qihui both directly or indirectly held 3,400,000,000 shares of the Company, representing approximately 84.05% of the issued shares, making them substantial shareholders; Jinhui Group Holdings is owned 64.97% by Mr. Lin and 35.03% by Ms. Lin, and is the beneficial owner of all issued shares of Qihui As of June 30, 2025, Substantial Shareholders' Interests | Name of Substantial Shareholder | Number of Shares Held Directly or Indirectly | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | | Jinhui Group Holdings | 3,400,000,000 | 84.05% | | Qihui | 3,400,000,000 | 84.05% | - Jinhui Group Holdings is owned **64.97%** by Mr. Lin and **35.03%** by Ms. Lin[196](index=196&type=chunk)[201](index=201&type=chunk) - Jinhui Group Holdings is the beneficial owner of all issued shares of Qihui, and is therefore deemed to have an interest in the shares held by Qihui[201](index=201&type=chunk) - Except for the above disclosures, the company has not been notified of any other persons holding disclosable interests or short positions in the shares or underlying shares[197](index=197&type=chunk)[199](index=199&type=chunk) [Interim Dividend](index=41&type=section&id=Interim%20Dividend) The Board of Directors has resolved not to declare any interim dividend for the six months ended June 30, 2025 - The Board has resolved not to declare any interim dividend for the six months ended June 30, 2025 (same period in 2024: nil)[198](index=198&type=chunk)[200](index=200&type=chunk) [Purchase, Sale or Redemption of Listed Securities of the Company](index=42&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20Listed%20Securities%20of%20the%20Company) Except as disclosed in this report, for the six months ended June 30, 2025, neither Jinhui Holdings nor any of its subsidiaries purchased, sold, or redeemed any listed securities, and the company held no treasury shares - Except as disclosed in this report, neither the company nor any of its subsidiaries purchased, sold, or redeemed any listed securities during the period[202](index=202&type=chunk)[205](index=205&type=chunk) - As of June 30, 2025, the company held no treasury shares[202](index=202&type=chunk)[205](index=205&type=chunk) [Audit Committee](index=42&type=section&id=Audit%20Committee) Jinhui Holdings has established an Audit Committee comprising three independent non-executive directors, with Mr. Zhong Chuangxin as Chairman; the Audit Committee has reviewed the Group's unaudited interim results for the six months ended June 30, 2025, and this interim report - The Audit Committee comprises three independent non-executive directors: **Mr. Zhong Chuangxin (Chairman)**, **Mr. Zhang Huaqiao**, and **Mr. Xie Rikang**[204](index=204&type=chunk)[206](index=206&type=chunk) - Mr. Zhong Chuangxin, the Chairman of the Audit Committee, possesses appropriate professional qualifications[204](index=204&type=chunk)[206](index=206&type=chunk) - The Audit Committee has reviewed the Group's unaudited interim results for the six months ended June 30, 2025, and this interim report[204](index=204&type=chunk)[206](index=206&type=chunk) [Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=43&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Jinhui Holdings recorded total revenue of RMB 6,410.4 million in the first half of 2025, a significant year-on-year decrease of 60.9%; despite the revenue decline, gross profit surged by 991.7% to RMB 850.1 million, with the gross profit margin improving to 13.3%; the net loss for the period was RMB 283.6 million, a substantial narrowing of 85.3% compared to RMB 1,927.0 million in the prior year 2025 H1 Profit or Loss and Other Comprehensive Income Overview | Indicator | 2025 H1 (thousand RMB) | 2024 H1 (thousand RMB) | | :--- | :--- | :--- | | Revenue | 6,410,438 | 16,382,985 | | Cost of Sales | (5,560,380) | (16,305,117) | | Gross Profit | 850,058 | 77,868 | | Finance Income | 3,210 | 10,957 | | Other Income and Gains | 14,604 | 12,162 | | Selling and Distribution Expenses | (265,537) | (414,204) | | Administrative Expenses | (193,236) | (252,430) | | Finance Costs | (143,490) | (117,723) | | Other Expenses | (4,685) | (110,534) | | Fair Value (Loss) on Investment Properties | (195,450) | (122,916) | | Share of Gains/(Loss) of Joint Ventures | 13,695 | (327,494) | | Share of Losses of Associates | (231,414) | (122,325) | | (Loss) Before Tax | (152,245) | (1,366,639) | | Income Tax Expenses | (131,386) | (560,400) | | (Loss) for the Period | (283,631) | (1,927,039) | | (Loss) Attributable to Owners of the Parent | (233,096) | (2,026,425) | | (Loss)/Profit Attributable to Non-controlling Interests | (50,535) | 99,386 | | (Loss)/Earnings Per Share (Basic and Diluted) | RMB (0.06) | RMB (0.50) | [Interim Condensed Consolidated Statement of Financial Position](index=44&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, Jinhui Holdings' total assets were RMB 91,831.7 million, a 5.0% decrease from the end of 2024; total current assets were RMB 62,187.8 million, total current liabilities were RMB 48,812.1 million, and net current assets were RMB 13,375.7 million; total equity was RMB 23,828.9 million, with equity attributable to owners of the parent being RMB 14,600.3 million As of June 30, 2025, Consolidated Financial Position Overview | Indicator | As of June 30, 2025 (thousand RMB) | As of December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | **Non-current Assets** | | | | Property, Plant and Equipment | 967,809 | 987,488 | | Investment Properties | 16,229,600 | 16,368,800 | | Investments in Joint Ventures | 3,629,629 | 3,615,935 | | Investments in Associates | 5,326,617 | 5,558,031 | | **Total Non-current Assets** | **29,643,936** | **30,042,100** | | **Current Assets** | | | | Properties Under Development | 34,860,067 | 40,041,139 | | Completed Properties Held for Sale | 13,903,190 | 11,734,976 | | Cash and Bank Balances | 1,151,180 | 1,829,772 | | **Total Current Assets** | **62,187,812** | **66,615,246** | | **Current Liabilities** | | | | Trade Payables | 10,211,258 | 10,236,011 | | Contract Liabilities | 16,737,172 | 20,419,460 | | Interest-Bearing Bank and Other Borrowings | 5,411,443 | 6,292,790 | | **Total Current Liabilities** | **48,812,115** | **53,219,773** | | **Net Current Assets** | **13,375,697** | **13,395,473** | | **Non-current Liabilities** | | | | Interest-Bearing Bank and Other Borrowings | 13,210,933 | 13,275,377 | | Corporate Bonds | 2,136,679 | 2,134,120 | | **Total Non-current Liabilities** | **19,190,740** | **19,310,059** | | **Total Equity** | **23,828,893** | **24,127,514** | | Equity Attributable to Owners of the Parent | 14,600,326 | 14,833,422 | | Non-controlling Interests | 9,228,567 | 9,294,092 | [Interim Condensed Consolidated Statement of Changes in Equity](index=46&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, Jinhui Holdings' total equity was RMB 23,828.9 million, a slight decrease from RMB 24,127.5 million as of January 1, 2025; equity attributable to owners of the parent decreased by RMB 233.1 million, primarily due to the loss for the period; non-controlling interests also slightly decreased, but with minor capital contributions and dividend declarations 2025 H1 Equity Changes Overview | Indicator | As of January 1, 2025 (thousand RMB) | Loss for the Period (thousand RMB) | Capital Contribution from Non-controlling Shareholders of Subsidiaries (thousand RMB) | Dividends Declared to Non-controlling Shareholders of Subsidiaries (thousand RMB) | As of June 30, 2025 (thousand RMB) | | :--- | :--- | :--- | :--- | :--- | :--- | | Share Capital | 35,095 | – | – | – | 35,095 | | Share Premium | 679,084 | – | – | – | 679,084 | | Capital Reserve | (563,669) | – | – | – | (563,669) | | Statutory Surplus Reserve | 3,160,469 | – | – | – | 3,160,469 | | Asset Revaluation Reserve | 5,287 | – | – | – | 5,287 | | Retained Profits | 11,517,156 | (233,096) | – | – | 11,284,060 | | **Total Attributable to Owners of the Parent** | **14,833,422** | **(233,096)** | **–** | **–** | **14,600,326** | | Non-controlling Interests | 9,294,092 | (50,535) | 200 | (15,190) | 9,228,567 | | **Total Equity** | **24,127,514** | **(283,631)** | **200** | **(15,190)** | **23,828,893** | - Loss attributable to owners of the parent for the period was **RMB 233,096 thousand**, leading to a reduction in retained profits[213](index=213&type=chunk) - Non-controlling interests included a capital contribution of **RMB 200 thousand** and declared dividends of **RMB 15,190 thousand**[213](index=213&type=chunk) [Interim Condensed Consolidated Statement of Cash Flows](index=48&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Jinhui Holdings generated net cash inflow from operating activities of RMB 135.4 million in the first half of 2025, a significant decrease from the same period last year; investing activities generated net cash inflow of RMB 582.1 million, while net cash used in financing activities was RMB 1,396.1 million; the net decrease in cash and cash equivalents for the period was RMB 678.6 million, with an ending balance of RMB 1,151.2 million 2025 H1 Cash Flow Overview | Cash Flow Category | 2025 H1 (thousand RMB) | 2024 H1 (thousand RMB) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 135,428 | 1,857,640 | | Net Cash Flow (Used in)/from Investing Activities | 582,124 | (213,605) | | Net Cash Flow Used in Financing Activities | (1,396,120) | (3,559,262) | | Net Decrease in Cash and Cash Equivalents | (678,568) | (1,915,227) | | Cash and Cash Equivalents at Beginning of Period | 1,829,772 | 4,808,037 | | Net Effect of Exchange Rate Changes | (24) | 158 | | Cash and Cash Equivalents at End of Period | 1,151,180 | 2,892,968 | - Net cash inflow from operating activities significantly decreased, mainly due to reductions in properties under development and completed properties held for sale, and a decrease in contract liabilities[216](index=216&type=chunk) - Investing activities shifted from a net outflow in the same period last year to a net inflow, primarily due to increased repayment of advances made to related parties[217](index=217&type=chunk) - Net cash used in financing activities decreased, mainly due to reduced repayment of interest-bearing bank and other borrowings[217](index=217&type=chunk) [Notes to Interim Condensed Consolidated Financial Information](index=51&type=section&id=Notes%20to%20Interim%20Condensed%20Consolidated%20Financial%20Information) This section provides detailed notes to Jinhui Holdings' interim condensed consolidated financial information, covering important information such as corporate information, basis of preparation, changes in accounting policies, operating segment data, revenue and other income, finance costs, profit or loss before tax, income tax, dividends, earnings per share, property, plant and equipment, investment properties, trade receivables, cash and bank balances, trade payables, interest-bearing bank and other borrowings, proceeds from asset-backed securities, corporate bonds, share capital, contingent liabilities, commitments, related party transactions, and fair value and fair value hierarchy of financial instruments [Corporate Information (Note 1)](index=51&type=section&id=Corporate%20Information%20(Note%201)) Jinhui Holdings (Group) Limited is an exempted company incorporated in the Cayman Islands, with its shares listed on the Main Board of the Hong Kong Stock Exchange on October 29, 2020; the company primarily engages in property development and sales, property leasing, and provision of management consulting services; the Directors consider the company's holding company and ultimate holding company to be Jinhui Group Holdings Limited - The company is an exempted company incorporated in the Cayman Islands, with its shares listed on the Main Board of the Hong Kong Stock Exchange on **October 29, 2020**[220](index=220&type=chunk) - The Group primarily engages in **property development and sales, property leasing, and provision of management consulting services**[221](index=221&type=chunk) - The holding company and ultimate holding company is **Jinhui Group Holdings Limited**, incorporated in the Cayman Islands[221](index=221&type=chunk)[226](index=226&type=chunk) [Basis of Preparation (Note 2.1)](index=51&type=section&id=Basis%20of%20Preparation%20(Note%202.1)) The interim condensed consolidated financial information is prepared in accordance with International Accounting Standard 34 and should be read in conjunction with the 2024 annual consolidated financial statements; despite the company recording a net loss and short-term borrowings exceeding cash and cash equivalents, indicating significant uncertainty about going concern, the Directors have implemented various measures to ensure sufficient working capital and consider the preparation of financial information on a going concern basis to be appropriate - The interim condensed consolidated financial information is prepared in accordance with International Accounting Standard **34 Interim Financial Reporting**[222](index=222&type=chunk)[227](index=227&type=chunk) - The company recorded a net loss of **RMB 283,631 thousand** in the first half of 2025, with short-term borrowings of **RMB 6,739,901 thousand** and cash and cash equivalents of **RMB 1,151,180 thousand**, indicating significant uncertainties about going concern[223](index=223&type=chunk)[228](index=228&type=chunk) - The Directors have implemented various measures, including **accelerating pre-sales, closely monitoring construction progress, seeking refinancing, and controlling capital expenditures**, to ensure sufficient working capital[229](index=229&type=chunk)[234](index=234&type=chunk) - The Directors consider the preparation of financial information on a going concern basis to be appropriate, but acknowledge uncertainties regarding **real estate market volatility and continued bank support**[229](index=229&type=chunk)[232](index=232&type=chunk) [Changes in Accounting Policies and Disclosures (Note 2.2)](index=53&type=section&id=Changes%20in%20Accounting%20Policies%20and%20Disclosures%20(Note%202.2)) The accounting policies adopted in the preparation of the interim condensed consolidated financial information are consistent with the 2024 annual consolidated financial statements, except for the first-time adoption of the revised IFRS 21 "Lack of Exchangeability"; as the Group's transaction currency and functional currency are both convertible, this revision has no impact on the financial information - Accounting policies are consistent with the 2024 annual consolidated financial statements, except for the first-time adoption of the revised International Financial Reporting Standard **21 "Lack of Exchangeability"**[235](index=235&type=chunk)[240](index=240&type=chunk) - As the Group's transaction currency and functional currency are both convertible, this revision has no impact on the interim condensed consolidated financial information[236](index=236&type=chunk)[241](index=241&type=chunk) [Operating Segment Information (Note 3)](index=53&type=section&id=Operating%20Segment%20Information%20(Note%203)) Jinhui Holdings' management monitors the operating results of property development and sales, property leasing, hotel services, and management consulting services; as the revenue contributions from property leasing, hotel services, and management consulting services are not material, the property development and sales segment is the Group's sole reportable operating segment; all of the Group's revenue is derived from mainland China, and no significant non-current assets are located outside mainland China - The property development and sales segment is the Group's sole reportable operating segment, as property leasing and provision of hotel services and management consulting services do not contribute material revenue[237](index=237&type=chunk)[242](index=242&type=chunk) - All of the Group's revenue is derived from **mainland China**, and no significant non-current assets are located outside mainland China[238](index=238&type=chunk)[243](index=243&type=chunk) - During the period, sales to a single customer or a group of customers under common control did not account for **10%** or more of the Group's revenue[239](index=239&type=chunk)[244](index=244&type=chunk) [Revenue, Other Income and Gains (Note 4)](index=54&type=section&id=Revenue,%20Other%20Income%20and%20Gains%20(Note%204)) In the first half of 2025, Jinhui Holdings' revenue from contracts with customers was RMB 6,208.4 million, primarily from property sales; other sources of income amounted to RMB 202.1 million, mainly property leasing income; total other income and gains were RMB 14.6 million, primarily including forfeited deposits, government subsidies, and exchange gains 2025 H1 Revenue Analysis | Revenue Category | 2025 H1 (thousand RMB) | 2024 H1 (thousand RMB) | | :--- | :--- | :--- | | Revenue from contracts with customers | 6,208,352 | 16,188,320 | | Property leasing income | 202,086 | 194,665 | | **Total Revenue** | **6,410,438** | **16,382,985** | | **Disaggregated Information on Revenue from Contracts with Customers** | | | | Property sales | 6,160,779 | 16,186,142 | | Hotel services | 46,536 | – | | Management consulting services | 1,037 | 2,178 | | **Total Revenue from Contracts with Customers** | **6,208,

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目 錄 2 公司資料 4 行政總裁報告書 6 管理層討論與分析 19 未經審核簡明綜合損益及其他全面收益表 21 未經審核簡明綜合財務狀況表 23 未經審核簡明綜合權益變動表 24 未經審核簡明綜合現金流量表 25 未經審核簡明綜合中期財務資料附註 58 其他資料 公司資料 OSL 集團有限公司 股份代號：863 董事會 非執行董事 李金鴻先生 （主席） 執行董事 崔崧先生 （行政總裁） （於二零二五年一月一日獲委任為執行董事） 刁家駿先生 徐康女士 楊超先生 獨立非執行董事 周承炎先生 楊桓先生 郟航先生 （於二零二五年八月一日獲委任） 徐飈先生 （於二零二五年八月一日辭任） 董事委員會 審核委員會 周承炎先生 （主席） 楊桓先生 郟航先生 （於二零二五年八月一日獲委任） 徐飈先生 （於二零二五年八月一日辭任） 薪酬委員會 周承炎先生 （主席） 李金鴻先生 楊超先生 崔崧先生（楊超先生之替任成員） （於二零二五年三月二十五日獲委任） 楊桓先生 郟航先生 （於二零二五年八月一日獲委任） 徐飈先生 （於二零二五年八月一日辭任） 提名委員會 李金鴻先生 （主席） 楊超先生 周承炎先生 楊桓先生 郟航先生 （於二零 ...

INTERIM REPORT 中期報告 2025 金科智慧服務集團股份有限公司 Jinke Smart Services Group Co., Ltd. INTERIM REPORT 2025 中期報告 目錄 | 公司資料 | 2 | | --- | --- | | 榮譽及大事件 | 4 | | 董事長致辭 | 10 | | 管理層討論及分析 | 11 | | 企業管治 | 29 | | 其他信息 | 31 | | 中期財務資料的審閱報告 | 37 | | 中期簡明綜合全面收益表 | 38 | | 中期簡明綜合財務狀況表 | 39 | | 中期簡明綜合權益變動表 | 41 | | 中期簡明綜合現金流量表 | 42 | | 簡明綜合中期財務資料附註 | 44 | | 詞彙及釋義 | 91 | 公司資料 董事會 執行董事 夏紹飛先生 （董事長） 非執行董事 徐國富先生 （於2025年7月14日辭任） 吳曉力先生 林可女士 石誠先生 （於2025年9月24日辭任） 祁詩皓先生 獨立非執行董事 袁林女士 肖慧琳女士 董渙樟先生 監事 余勇先生 駱瑞鋒先生 任文娟女士 聯席公司秘書 徐圓圓女士 劉國賢先生 授權代表 夏 ...

中期報告 INTERIM REPORT 2025 | 2 | 公司資料 | | --- | --- | | 4 | 財務摘要 | | 5 | 簡明綜合損益及其他全面收入表 | | 7 | 簡明綜合財務狀況表 | | 9 | 簡明綜合權益變動表 | | 11 | 簡明綜合現金流量表 | | 12 | 簡明綜合中期財務資料附註 | | 41 | 管理層討論與分析 | | 62 | 其他資料 | 公司資料 董事會 執行董事 李榮昌先生 （主 席） 湯顯祖先生 獨立非執行董事 陳麗屏女士 譚美珠女士 何遠東先生 審核委員會 陳麗屏女士 （主 席） 譚美珠女士 何遠東先生 薪酬委員會 中期報告 INTERIM REPORT INTERIM REPORT 目錄 陳麗屏女士 （主 席） 李榮昌先生 譚美珠女士 何遠東先生 提名委員會 李榮昌先生 （主 席） 陳麗屏女士 譚美珠女士 何遠東先生 公司秘書 朱浩民先生 授權代表 李榮昌先生 朱浩民先生 核數師 中正天恆會計師有限公司 註冊公眾利益實體核數師 香港新界 葵涌葵昌路51號 九龍貿易中心2座 15樓1510–1517室 註冊辦事處 Victoria Place, 5t ...

1 赤峰吉隆黃金礦業股份有限公司 | 目錄 | | --- | | 公司資料 | 2 | | --- | --- | | 本報告基本資料 | 4 | | 管理層討論與分析 | 5 | | 董事及最高行政人員的權益及淡倉 | 31 | | 股本與股東情況 | 32 | | 其他事項 | 35 | | 合併財務報表 | | | 合併資產負債表 | 55 | | 合併利潤表 | 57 | | 合併現金流量表 | 59 | | 合併股東權益變動表 | 61 | | 公司資產負債表 | 63 | | 公司利潤表 | 65 | | 公司現金流量表 | 66 | | 公司股東權益變動表 | 68 | | 財務報表附註 | 69 | | 釋義 | 195 | 二零二五年中期報告 2 公司資料 執行董事 王建華先生 （董事長） 楊宜方女士 呂曉兆先生 高波先生 非執行董事 張旭東先生 獨立非執行董事 毛景文博士 沈政昌博士 胡乃連先生 黃一平博士 審計委員會 黃一平博士 （主席） 張旭東先生 胡乃連先生 提名委員會 胡乃連先生 （主席） 呂曉兆先生 沈政昌博士 黃一平博士 楊宜方女士 （於2025年6月30日獲委任） 薪酬與考 ...

[Definitions](index=3&type=section&id=Definitions) This section defines key terms and abbreviations used in the interim report, covering company entities, regulatory bodies, game genres, currency units, and major shareholders for clear understanding - The report defines several key entities, including "the Company" or "ZuLong Entertainment" (a limited company incorporated in the Cayman Islands, stock code: 9990), and its controlling shareholders Cresc Chorus Limited and LuckQ Technology Limited[4](index=4&type=chunk) - Game industry-specific terms such as "MMORPG" (Massively Multiplayer Online Role-Playing Game) and "SLG" (Simulation Game) are explained, indicating the company's core business is related to game development[6](index=6&type=chunk)[7](index=7&type=chunk) - Major shareholders and their shareholding percentages are listed, for example, Perfect World Interactive held **16.55%** of the company's shares as of June 30, 2025, and Tencent Holdings Limited held **17.19%**[7](index=7&type=chunk)[8](index=8&type=chunk) [Company Information](index=7&type=section&id=Company%20Information) This section details ZuLong Entertainment's governance structure, key management, and essential contact and registration information [Board of Directors and Committees](index=7&type=section&id=Board%20of%20Directors%20and%20Committees) This section lists ZuLong Entertainment's board members and their roles in various committees (Audit, Remuneration, Nomination, Risk Management), showcasing the company's governance structure and key management personnel - The Board of Directors comprises executive directors (Mr. Li Qing as Chairman and CEO, Mr. Bai Wei), non-executive directors (Mr. Li Nachuan, Mr. Lu Xiaoyin), and independent non-executive directors (Ms. Wang Jing, Mr. Zhu Lin, Mr. Ding Zhiping)[9](index=9&type=chunk) - Mr. Zhu Lin chairs the Audit Committee, Ms. Wang Jing chairs the Remuneration Committee, Mr. Li Qing chairs the Nomination Committee, and Mr. Ding Zhiping chairs the Risk Management Committee[9](index=9&type=chunk) [Contact and Registration Information](index=7&type=section&id=Contact%20and%20Registration%20Information) This section provides detailed contact and registration information for the company, including joint company secretaries, authorized representatives, auditors, legal advisors, registered office, headquarters, principal place of business in Hong Kong, share registrar, and principal bankers - The company's joint company secretaries are Ms. Hao Lili and Ms. Zhang Xiao, and the auditor is PricewaterhouseCoopers[9](index=9&type=chunk) - The company's headquarters are located in Dongcheng District, Beijing, China, with its principal place of business in Hong Kong located in Wan Chai, Hong Kong, and its stock code is **9990**[10](index=10&type=chunk)[11](index=11&type=chunk) [Financial Performance Summary](index=9&type=section&id=Financial%20Performance%20Summary) ZuLong Entertainment achieved significant revenue growth and substantially narrowed operating and adjusted net losses in H1 2025, driven by new game launches and stable existing titles [Key Financial Indicators](index=9&type=section&id=Key%20Financial%20Indicators) ZuLong Entertainment achieved significant revenue growth and substantially narrowed operating and adjusted net losses in H1 2025, driven by new game launches and stable existing titles 2025 H1 Key Financial Data (RMB millions) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | Change % | | :--- | :--- | :--- | :--- | | Revenue | 634.3 | 439.4 | 44.4% | | Cost of revenue | (181.5) | (117.7) | 54.2% | | Gross profit | 452.8 | 321.7 | 40.8% | | R&D expenses | (265.5) | (264.1) | 0.5% | | Sales and marketing expenses | (222.3) | (172.7) | 28.7% | | Administrative expenses | (44.8) | (47.0) | (4.7%) | | Operating loss | (36.8) | (154.0) | (76.1%) | | Loss for the period | (11.7) | (134.0) | (91.3%) | | Adjusted net loss | (7.7) | (120.4) | (93.6%) | - Revenue increased by **44.4%** year-on-year to **RMB 634.3 million**, primarily driven by the launch of new games "Dragon Raja: The Gate of Cassell" and "Treading on the Wind," and the stable performance of "Fashion Dream"[12](index=12&type=chunk) - Operating loss significantly narrowed by **76.1%** to **RMB 36.8 million**, loss for the period decreased by **91.3%** to **RMB 11.7 million**, and adjusted net loss decreased by **93.6%** to **RMB 7.7 million**[12](index=12&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of ZuLong Entertainment's business operations, financial performance, and strategic outlook for future growth [Business Review](index=10&type=section&id=Business%20Review) ZuLong Entertainment aims to be a world-class game company, focusing on developing high-quality mobile games across various genres, and enhancing Unreal Engine technology and AI applications. The company has launched 24 mobile games in over 170 regions globally, continuously optimizing its integrated R&D and operation model, achieving significant growth and long-term operation for multiple games - The company's goal is to become a world-class game company, focusing on developing MMORPG, female-oriented, strategy card, and SLG mobile games, while deepening the application of Unreal Engine technology and AI in game development[14](index=14&type=chunk) - As of the reporting date, the company has launched **24 mobile games** in over **170 regional markets** globally, supporting **14 language versions**[15](index=15&type=chunk) - "Fashion Dream" achieved significant year-on-year and quarter-on-quarter profit growth in H1 2025, with global cumulative revenue exceeding **RMB 2 billion**, and topped both iOS and Google Play free charts upon its South Korea launch on September 10, 2025[16](index=16&type=chunk) - "Dragon Raja: The Gate of Cassell" launched in Hong Kong, Macau, and Taiwan in April 2025, and in Southeast Asia on August 14, entering the top three on the iOS game free chart on its launch day in Thailand[17](index=17&type=chunk) - "Jade Dynasty" achieved positive growth in revenue and new users in H1 2025 against market trends, demonstrating the long-term vitality of turn-based MMORPG games[18](index=18&type=chunk) [Our Game Product Pipeline](index=12&type=section&id=Our%20Game%20Product%20Pipeline) ZuLong Entertainment plans to launch seven new games of various genres globally between H2 2025 and 2027, including strategy card, female-oriented, idle RPG, MMORPG, and action-shooter games, to enrich its product portfolio and expand market reach - The company expects to launch **seven new games** of different genres globally between H2 2025 and 2027 to build a diversified game portfolio[20](index=20&type=chunk) Expected New Game Product Pipeline | Name | Type | IP Source | Development Stage | Expected Launch Year | Main Markets | | :--- | :--- | :--- | :--- | :--- | :--- | | Dragon Raja: The Gate of Cassell | Strategy Card Game | Licensed IP | –(3) | 2025 | Southeast Asia | | Fashion Dream | Female-Oriented Game | Original IP | –(4) | 2025 | South Korea | | Dragon Raja: The Gate of Cassell | Strategy Card Game | Licensed IP | Game Testing | 2026 | Japan, South Korea, and other global regions | | Treading on the Wind | Idle RPG | Original IP | Game Testing | 2026 | Asia (excluding Mainland China) | | Project Code: Xiaoyao | MMORPG | Original IP | Game Production | 2026 | Mainland China | | Project K | Female-Oriented Game | Original IP | Game Production | 2026 | Global | | Project G | Strategy Card Game | Licensed IP | Game Production | 2027 | Global | | Project Code: One | Action Shooter Game | Original IP | Game Proposal | 2027 | Global | - New games include the turn-based MMORPG "Project Code: Xiaoyao" (combining Chinese traditional and cartoon aesthetics, planned for H2 2025 testing), the Western fantasy strategy card game "Project G" based on a well-known IP, and the female-oriented game "Project K" developed using Unreal Engine 5[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) [Financial Review](index=14&type=section&id=Financial%20Review) ZuLong Entertainment's H1 2025 revenue significantly increased by 44.4%, driven by new game launches and the stable performance of "Fashion Dream." Despite increases in cost of revenue and sales and marketing expenses, the company substantially reduced operating and adjusted net losses through cost control and foreign exchange gains - Total revenue increased by **44.4%** year-on-year to **RMB 634.3 million**, primarily due to the launch of "Dragon Raja: The Gate of Cassell" and "Treading on the Wind" in Mainland China and the continued stable performance of "Fashion Dream"[28](index=28&type=chunk)[33](index=33&type=chunk) - Revenue from integrated game publishing and operations grew by **53.8%** to **RMB 579.0 million**, accounting for **91.3%** of total revenue; revenue from the Mainland China market grew by **68.3%** to **RMB 511.7 million**, accounting for **80.7%** of total revenue[31](index=31&type=chunk)[32](index=32&type=chunk) - Gross profit increased by **40.8%** to **RMB 452.8 million**, while gross margin slightly decreased from **73.2%** to **71.4%**[35](index=35&type=chunk) - Sales and marketing expenses increased by **28.7%** to **RMB 222.3 million**, mainly due to promotional expenses for "Treading on the Wind" launch and "Dragon Raja: The Gate of Cassell," partially offset by reduced advertising expenses for "Fashion Dream" as it entered a stable operational phase[37](index=37&type=chunk) - Other net gains significantly increased by **934.2%** to **RMB 39.3 million**, primarily benefiting from net foreign exchange gains[40](index=40&type=chunk) - Adjusted net loss significantly decreased by **93.6%** to **RMB 7.7 million**, mainly attributable to increased revenue and net foreign exchange gains[43](index=43&type=chunk) [Revenue](index=14&type=section&id=Revenue) In H1 2025, ZuLong Entertainment's total revenue grew by 44.4% year-on-year to RMB 634.3 million, primarily driven by strong growth in integrated game publishing and operations and significant contributions from the Mainland China market Revenue Breakdown by Business Segment (RMB millions) | Business Segment | 2025 (Unaudited) | % of Total Revenue | 2024 (Unaudited) | % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Development and licensing | 55.1 | 8.7% | 62.0 | 14.1% | | – Revenue sharing | 51.6 | 8.1% | 57.5 | 13.1% | | – Non-refundable fixed licensing fees | 3.5 | 0.6% | 4.5 | 1.0% | | Integrated game publishing and operations | 579.0 | 91.3% | 376.5 | 85.7% | | Others | 0.2 | 0.0% | 0.9 | 0.2% | | Total | 634.3 | 100.0% | 439.4 | 100.0% | Revenue Breakdown by Geographical Location (RMB millions) | Geographical Location | 2025 (Unaudited) | % of Total Revenue | 2024 (Unaudited) | % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Mainland China | 511.7 | 80.7% | 304.0 | 69.2% | | Regions outside Mainland China | 122.6 | 19.3% | 135.4 | 30.8% | | Total | 634.3 | 100.0% | 439.4 | 100.0% | - Revenue from integrated game publishing and operations increased by **53.8%** year-on-year, while revenue from development and licensing decreased by **11.1%** year-on-year. Revenue from the Mainland China market increased by **68.3%** year-on-year, while revenue from regions outside Mainland China decreased by **9.5%** year-on-year[31](index=31&type=chunk)[32](index=32&type=chunk) [Cost of Revenue](index=15&type=section&id=Cost%20of%20Revenue) In H1 2025, ZuLong Entertainment's cost of revenue increased by 54.2% year-on-year to RMB 181.5 million, primarily due to the growth in integrated game publishing and operations revenue, with commissions from distribution channels accounting for the largest proportion Cost of Revenue Breakdown by Nature (RMB millions) | Nature | 2025 (Unaudited) | % of Cost of Revenue | 2024 (Unaudited) | % of Cost of Revenue | | :--- | :--- | :--- | :--- | :--- | | Commissions from distribution channels and payment channels | 135.2 | 74.5% | 86.4 | 73.4% | | Commissions from IP holders | 19.9 | 11.0% | 9.6 | 8.2% | | Bandwidth and server hosting fees | 13.3 | 7.3% | 11.8 | 10.0% | | Employee benefit expenses | 6.4 | 3.5% | 6.2 | 5.3% | | Depreciation and amortization expenses | 3.7 | 2.0% | 1.2 | 1.0% | | Others | 3.0 | 1.7% | 2.5 | 2.1% | | Total | 181.5 | 100.0% | 117.7 | 100.0% | - Cost of revenue increased by **54.2%** year-on-year to **RMB 181.5 million**, consistent with the growth trend in integrated game publishing and operations revenue[34](index=34&type=chunk) - Commissions from distribution channels and payment channels are the main component of cost of revenue, accounting for **74.5%** of the total cost of revenue[34](index=34&type=chunk) [Gross Profit and Gross Margin](index=15&type=section&id=Gross%20Profit%20and%20Gross%20Margin) In H1 2025, ZuLong Entertainment's gross profit increased by 40.8% year-on-year to RMB 452.8 million, primarily driven by increased revenue, while gross margin slightly decreased to 71.4% - Gross profit increased by **40.8%** year-on-year to **RMB 452.8 million**, mainly due to the launch of new games "Dragon Raja: The Gate of Cassell" and "Treading on the Wind" and the stable performance of "Fashion Dream"[35](index=35&type=chunk) - Gross margin decreased from **73.2%** in the same period of 2024 to **71.4%** in H1 2025, but remained largely consistent[35](index=35&type=chunk) [Research and Development Expenses](index=15&type=section&id=Research%20and%20Development%20Expenses) In H1 2025, ZuLong Entertainment's R&D expenses remained relatively stable, with a slight year-on-year increase of 0.5% to RMB 265.5 million, primarily due to the company's continued control over employee benefit expenses - R&D expenses slightly increased by **0.5%** year-on-year to **RMB 265.5 million**, mainly due to the company's continuous control over employee benefit expenses[36](index=36&type=chunk) - R&D expenses primarily include employee benefit expenses, outsourced technical services, and depreciation and amortization expenses[36](index=36&type=chunk) [Sales and Marketing Expenses](index=16&type=section&id=Sales%20and%20Marketing%20Expenses) In H1 2025, ZuLong Entertainment's sales and marketing expenses increased by 28.7% year-on-year to RMB 222.3 million, primarily due to new game promotions and increased advertising expenses, partially offset by reduced advertising for mature games - Sales and marketing expenses increased by **28.7%** year-on-year to **RMB 222.3 million**[37](index=37&type=chunk) - The increase was mainly due to promotional and advertising expenses for the launch of "Treading on the Wind" in Mainland China and the ongoing "Dragon Raja: The Gate of Cassell," partially offset by reduced advertising expenses for "Fashion Dream" as it entered a stable operational phase[37](index=37&type=chunk) [Administrative Expenses](index=16&type=section&id=Administrative%20Expenses) In H1 2025, ZuLong Entertainment's administrative expenses decreased by 4.7% year-on-year to RMB 44.8 million, primarily due to the company's effective control over administrative costs - Administrative expenses decreased by **4.7%** year-on-year to **RMB 44.8 million**, primarily attributable to the company's cost control over administrative expenses[38](index=38&type=chunk) - Administrative expenses primarily include employee benefit expenses, utilities, and office expenses[38](index=38&type=chunk) [Other Income](index=16&type=section&id=Other%20Income) In H1 2025, ZuLong Entertainment's other income significantly increased by 135.3% year-on-year to RMB 4.0 million, mainly due to increased interest income from financial assets, partially offset by reduced government grants - Other income increased by **135.3%** year-on-year to **RMB 4.0 million**[39](index=39&type=chunk) - The increase was mainly due to interest income generated from other financial assets measured at amortized cost held by the Group, partially offset by a decrease in government grants[39](index=39&type=chunk) [Other Net Gains](index=16&type=section&id=Other%20Net%20Gains) In H1 2025, ZuLong Entertainment's other net gains significantly increased by 934.2% year-on-year to RMB 39.3 million, primarily benefiting from substantial net foreign exchange gains - Other net gains significantly increased by **934.2%** year-on-year to **RMB 39.3 million**[40](index=40&type=chunk) - The increase was mainly due to net foreign exchange gains[40](index=40&type=chunk) [Net Finance Income](index=16&type=section&id=Net%20Finance%20Income) In H1 2025, ZuLong Entertainment's net finance income slightly decreased by 3.7% year-on-year to RMB 23.7 million, remaining relatively stable over the comparable period - Net finance income decreased by **3.7%** year-on-year to **RMB 23.7 million**, remaining relatively stable over the comparable period[41](index=41&type=chunk) - Finance income primarily refers to interest income from bank deposits, and finance costs primarily include interest expenses accrued on lease liabilities[41](index=41&type=chunk) [Income Tax Expense](index=17&type=section&id=Income%20Tax%20Expense) In H1 2025, ZuLong Entertainment's income tax expense increased by 45.5% year-on-year to RMB 1.6 million, primarily due to the partial utilization of deferred tax assets related to promotional and advertising expenses from prior periods - Income tax expense increased by **45.5%** year-on-year to **RMB 1.6 million**[42](index=42&type=chunk) - The increase was mainly due to the partial utilization of deferred tax assets related to promotional and advertising expenses from prior periods[42](index=42&type=chunk) [Adjusted Net Loss](index=17&type=section&id=Adjusted%20Net%20Loss) In H1 2025, ZuLong Entertainment's adjusted net loss significantly decreased by 93.6% to RMB 7.7 million, primarily due to increased revenue and net foreign exchange gains, reflecting a substantial improvement in the company's operating performance - Adjusted net loss was **RMB 7.7 million**, a significant decrease of **93.6%** compared to **RMB 120.4 million** in the same period of 2024[43](index=43&type=chunk) - The reduction in loss was mainly due to increased revenue driven by new game launches and the stable performance of "Fashion Dream," as well as the contribution from net foreign exchange gains[43](index=43&type=chunk) Reconciliation of Loss for the Period to Adjusted Net Loss (RMB millions) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Loss for the period | (11.7) | (134.0) | | Add back: Share-based payment expenses | 4.0 | 13.6 | | Adjusted net loss for the period | (7.7) | (120.4) | [Liquidity and Financial Resources](index=17&type=section&id=Liquidity%20and%20Financial%20Resources) ZuLong Entertainment maintains a prudent financial management policy to ensure sufficient working capital. In H1 2025, cash outflow from operating activities significantly decreased, but cash outflow from investing activities substantially increased, leading to a net decrease in cash and cash equivalents - The company adopts a prudent financial management policy to ensure a sound financial position and sufficient working capital[44](index=44&type=chunk) Cash Flow Summary (RMB millions) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | Change % | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (36.1) | (68.3) | (47.1%) | | Net cash (used in) / generated from investing activities | (117.7) | 112.7 | (204.4%) | | Net cash used in financing activities | (16.2) | (43.5) | (62.8%) | | Net (decrease) / increase in cash and cash equivalents | (170.0) | 0.9 | (18988.9%) | | Cash and cash equivalents at end of period | 261.7 | 558.5 | (53.1%) | - Cash and cash equivalents at the end of the period were **RMB 261.7 million**, a year-on-year decrease of **53.1%**[45](index=45&type=chunk) [Operating Activities](index=18&type=section&id=Operating%20Activities) In H1 2025, ZuLong Entertainment's net cash used in operating activities decreased by 47.1% year-on-year to RMB 36.1 million, primarily due to increased cash inflow from game operations - Net cash used in operating activities was **RMB 36.1 million**, a year-on-year decrease of **47.1%**[46](index=46&type=chunk) - The decrease was mainly due to increased cash inflow generated from game operations[46](index=46&type=chunk) [Investing Activities](index=18&type=section&id=Investing%20Activities) In H1 2025, ZuLong Entertainment's net cash used in investing activities was RMB 117.7 million, compared to a net inflow in the prior year, primarily due to increased purchases of time deposits during the reporting period - Net cash used in investing activities was **RMB 117.7 million**, compared to a net inflow of **RMB 112.7 million** in the same period of 2024[47](index=47&type=chunk) - This was primarily due to increased purchases of time deposits during the reporting period[47](index=47&type=chunk) [Financing Activities](index=18&type=section&id=Financing%20Activities) In H1 2025, ZuLong Entertainment's net cash used in financing activities decreased by 62.8% year-on-year to RMB 16.2 million, primarily due to reduced prepayments to stockbrokers for share repurchase arrangements in prior periods - Net cash used in financing activities was **RMB 16.2 million**, a year-on-year decrease of **62.8%**[48](index=48&type=chunk) - The decrease was mainly due to prepayments to stockbrokers for share repurchase arrangements in prior periods during the reporting period[48](index=48&type=chunk) [Gearing Ratio](index=19&type=section&id=Gearing%20Ratio) As of June 30, 2025, ZuLong Entertainment's gearing ratio was 23.7%, an increase from 19.0% as of December 31, 2024 - As of June 30, 2025, the gearing ratio was **23.7%**, an increase from **19.0%** as of December 31, 2024[50](index=50&type=chunk) [Capital Expenditure](index=19&type=section&id=Capital%20Expenditure) In H1 2025, ZuLong Entertainment's total capital expenditure significantly decreased by 72.5% year-on-year to RMB 4.4 million, primarily due to reduced payments for intangible asset purchases - Total capital expenditure was **RMB 4.4 million**, a year-on-year decrease of **72.5%**[51](index=51&type=chunk) - The decrease was mainly due to reduced payments for intangible asset purchases[51](index=51&type=chunk) [Material Investments Held / Future Plans for Material Investments or Capital Assets](index=19&type=section&id=Material%20Investments%20Held%20%2F%20Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) ZuLong Entertainment holds financial products from Morgan Stanley Asia (including redeemable step-up fixed coupon notes and US Treasury Notes) as material investments, aiming to enhance capital returns while ensuring fund safety and liquidity. The company currently has no other future plans for material investments or capital assets Material Investment Details (As of June 30, 2025) | Investment Name | Cost (RMB millions) | Carrying Value (RMB millions) | Expected Annualized Return | Income Generated for the Six Months Ended June 30, 2025 (RMB millions) | % of Total Group Assets | | :--- | :--- | :--- | :--- | :--- | :--- | | Morgan Stanley Asia Redeemable Step-up Fixed Coupon Notes | 70.1 | 71.8 | Year 1: 5.68% | 1.9 | 2.6% | | US TREASURY NOTE | 72.0 | 72.3 | 4.43% | 1.6 | 2.7% | | Total | 142.1 | 144.1 | | 3.5 | 5.3% | - The company utilizes idle funds effectively by subscribing to wealth management products (such as Morgan Stanley Asia notes and US Treasury Notes) to enhance capital returns while ensuring fund safety and liquidity[55](index=55&type=chunk)[56](index=56&type=chunk) - As of June 30, 2025, other than the disclosed investments, the Group held no other material investments or had future plans for material investments or capital assets[57](index=57&type=chunk) [Significant Acquisitions and Disposals of Subsidiaries, Associates, and Joint Ventures](index=20&type=section&id=Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%2C%20Associates%2C%20and%20Joint%20Ventures) For the six months ended June 30, 2025, ZuLong Entertainment did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, there were no significant acquisitions or disposals of subsidiaries, associates, or joint ventures[58](index=58&type=chunk) [Pledge of Assets](index=20&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, ZuLong Entertainment had not pledged any property, plant, and equipment - As of June 30, 2025, no property, plant, and equipment were pledged[59](index=59&type=chunk) [Contingent Liabilities](index=20&type=section&id=Contingent%20Liabilities) As of June 30, 2025, ZuLong Entertainment faced no significant unrecorded contingent liabilities - As of June 30, 2025, the company faced no significant unrecorded contingent liabilities[60](index=60&type=chunk) [Employees and Remuneration Policy](index=21&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, ZuLong Entertainment employed approximately 1,052 full-time employees, with 76.0% in R&D. The company is committed to providing competitive compensation, benefits, and professional training, and incentivizes employees through share-based payment schemes - As of June 30, 2025, the company employed approximately **1,052 full-time employees**, with about **76.0%** in R&D, primarily located in Beijing, China[61](index=61&type=chunk) - For the six months ended June 30, 2025, employee compensation and benefits costs were approximately **RMB 276.4 million**, a slight increase from **RMB 274.6 million** in the same period last year[61](index=61&type=chunk) - The company continuously refines its remuneration and incentive policies through market research, including basic salary, performance bonuses, and year-end bonuses, and has adopted pre-IPO restricted share unit schemes, restricted share unit schemes, and share option schemes to reward employees[61](index=61&type=chunk) - The company provides regular professional training to employees, covering general management, project execution, and technical knowledge, to help them understand the latest industry developments[62](index=62&type=chunk) [Foreign Currency Exchange Risk](index=21&type=section&id=Foreign%20Currency%20Exchange%20Risk) ZuLong Entertainment's management team closely monitors foreign currency exchange risk, and despite most transactions being denominated in RMB, USD, and HKD, no significant foreign currency exchange losses were incurred for the six months ended June 30, 2025 - The Group's majority of transactions, cash, and cash equivalents are denominated in RMB, USD, and HKD[63](index=63&type=chunk) - The management team closely monitors foreign currency exchange risk, and no significant foreign currency exchange losses were incurred for the six months ended June 30, 2025[63](index=63&type=chunk) [Use of Net Proceeds from Global Offering](index=22&type=section&id=Use%20of%20Net%20Proceeds%20from%20Global%20Offering) ZuLong Entertainment's global offering raised net proceeds of approximately HKD 2,358.5 million, with approximately HKD 2,112.4 million utilized as of June 30, 2025. The timetable for funds allocated to strategic acquisitions and investments has been delayed to December 2026 due to unstable external factors - The global offering raised net proceeds of approximately **HKD 2,358.5 million**[64](index=64&type=chunk) Use and Application of Net Proceeds from Global Offering (HKD millions) | Purpose | % | Net Proceeds | Amount Utilized as of June 30, 2025 | Unutilized Amount | Expected Timeline for Remaining Net Proceeds | | :--- | :--- | :--- | :--- | :--- | :--- | | Enhance development capabilities and technology and expand game portfolio | 40% | 943.5 | 943.5 | – | – | | Expand game publishing and operations business, especially in markets outside Mainland China | 20% | 471.7 | 471.7 | – | – | | Fund strategic acquisitions and investments in upstream and downstream businesses in the industry value chain, and invest in investment funds focusing on pan-entertainment or technology, media, and telecommunications | 20% | 471.7 | 225.6 | 246.1 | July 2025 to December 2026 | | Expand IP reserve and enrich our content supply | 10% | 235.8 | 235.8 | – | – | | Working capital and general corporate purposes | 10% | 235.8 | 235.8 | – | – | | Total | 100% | 2,358.5 | 2,112.4 | 246.1 | | - As of June 30, 2025, approximately **HKD 2,112.4 million** of the net proceeds from the global offering had been utilized[66](index=66&type=chunk) - The timetable for the utilization of remaining net proceeds for strategic acquisitions and investments has been delayed to December 2026, primarily due to unstable and uncertain external factors[66](index=66&type=chunk) [Events After Reporting Period](index=23&type=section&id=Events%20After%20Reporting%20Period) ZuLong Entertainment had no significant events after the reporting period as of June 30, 2025 - The Group had no significant events after the reporting period[67](index=67&type=chunk) [Other Information](index=24&type=section&id=Other%20Information) This section covers details on director and major shareholder interests, share incentive schemes, capital changes, and corporate governance compliance [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures of the Company or Any Associated Corporation](index=24&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%2C%20and%20Debentures%20of%20the%20Company%20or%20Any%20Associated%20Corporation) As of June 30, 2025, ZuLong Entertainment's executive directors, Mr. Li Qing and Mr. Bai Wei, held company shares through controlled corporations, accounting for 35.23% and 1.93% of the issued share capital, respectively Directors' and Chief Executive's Shareholding (As of June 30, 2025) | Name of Director or Chief Executive | Nature of Interest | Number of Shares Interested | Approximate % of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Li Qing | Interest in controlled corporation | 282,266,802 | 35.23% | | Mr. Bai Wei | Interest in controlled corporation | 15,447,304 | 1.93% | - Mr. Li Qing's interests are primarily held through Cresc Chorus and Pondweed Holdings Limited, while Mr. Bai Wei's interests are held through Wade Data Services Limited[71](index=71&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares and Debentures of the Company](index=25&type=section&id=Substantial%20Shareholders%27%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company) As of June 30, 2025, ZuLong Entertainment's substantial shareholders include Mr. Li Qing, Cresc Chorus, LuckQ, Perfect World Interactive and its affiliates, and Tencent and its subsidiaries, all holding interests exceeding 5% of the company's shares Substantial Shareholders' Shareholding (As of June 30, 2025) | Name / Designation | Nature of Interest | Number of Shares Interested | Approximate % of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Li Qing | Interest in controlled corporation | 282,266,802 | 35.23% | | Cresc Chorus | Beneficial owner | 278,329,802 | 34.74% | | LuckQ | Interest in controlled corporation | 278,329,802 | 34.74% | | Perfect World Interactive | Beneficial owner | 132,593,999 | 16.55% | | Tencent | Interest in controlled corporation | 137,698,399 | 17.19% | - Tencent holds company shares through its wholly-owned subsidiaries, Image Frame Investment (Hong Kong) Limited and Image Flag Investment (Hong Kong) Limited[72](index=72&type=chunk) [Restricted Share Unit Schemes](index=26&type=section&id=Restricted%20Share%20Unit%20Schemes) ZuLong Entertainment has a pre-IPO Restricted Share Unit Scheme and a Restricted Share Unit Scheme to incentivize employees. In H1 2025, 275,100 units vested under the pre-IPO scheme; under the Restricted Share Unit Scheme, 2,307,000 units vested, and 1,050,000 new units were granted Pre-IPO Restricted Share Unit Scheme Movements (As of June 30, 2025) | Participant | Number of Unvested Units as of January 1, 2025 | Number of Units Vested During the Period | Number of Units Lapsed During the Period | Number of Unvested Units as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | Employees | 299,100 | 275,100 | 12,000 | 12,000 | Restricted Share Unit Scheme Movements (As of June 30, 2025) | Participant | Number of Unvested Units as of January 1, 2025 | Number of Units Granted During the Period | Number of Units Vested During the Period | Number of Units Lapsed During the Period | Number of Unvested Units as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Employees | 4,905,000 | 1,050,000 | 2,307,000 | 420,000 | 3,228,000 | - Restricted share units typically vest in tranches over three years from the grant date, incentivizing long-term employee service[78](index=78&type=chunk) [Share Option Scheme](index=27&type=section&id=Share%20Option%20Scheme) ZuLong Entertainment has a share option scheme to incentivize employees. For the six months ended June 30, 2025, no share options were exercised or granted, but 293,000 share options lapsed, with 3,812,783 share options remaining unexercised at period-end Share Option Scheme Movements (As of June 30, 2025) | Participant | Number of Unexercised Share Options as of January 1, 2025 | Number of Share Options Granted During the Period | Number of Share Options Exercised During the Period | Number of Share Options Lapsed During the Period | Number of Unexercised Share Options as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Employees | 4,105,783 | – | – | 293,000 | 3,812,783 | - Share options are exercisable in tranches from the commencement of the relevant vesting period until January 7, 2032[80](index=80&type=chunk) - For the six months ended June 30, 2025, the number of shares that may be issued upon exercise of share options and restricted share units granted under all schemes, divided by the weighted average number of issued shares, was **0.13%**[80](index=80&type=chunk) [Changes in Share Capital](index=28&type=section&id=Changes%20in%20Share%20Capital) Details of ZuLong Entertainment's share capital changes are provided in Note 22 to the interim consolidated financial statements - Details of the company's share capital changes during the reporting period are set out in Note 22 to the consolidated financial statements on page 61 of this interim report[81](index=81&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=29&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) In H1 2025, ZuLong Entertainment repurchased 817,000 shares on the Stock Exchange for a total consideration of HKD 971,100, aiming to enhance net asset value and return on equity. As of June 30, 2025, all repurchased shares had not yet been cancelled - For the six months ended June 30, 2025, the company repurchased a total of **817,000 shares** on the Stock Exchange for a total consideration of **HKD 971,100**[82](index=82&type=chunk) - The Board believes that the share repurchases can enhance the Group's net asset value and improve return on equity[82](index=82&type=chunk) - As of June 30, 2025, all such repurchased shares had not yet been cancelled[82](index=82&type=chunk) [Interim Dividend](index=29&type=section&id=Interim%20Dividend) ZuLong Entertainment's Board of Directors has resolved not to declare any interim dividend for the six months ended June 30, 2025 - The Board of Directors has resolved not to declare any interim dividend for the six months ended June 30, 2025[84](index=84&type=chunk) [Compliance with Corporate Governance Code](index=29&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) ZuLong Entertainment generally complied with the Corporate Governance Code in H1 2025, but the roles of Chairman and CEO are combined in Mr. Li Qing, which the company believes benefits management, and the effectiveness of the governance structure will be continuously reviewed - The company has complied with all applicable code provisions set out in Part 2 of the Corporate Governance Code, except for a deviation from code provision C.2.1 (the roles of chairman and chief executive should be separate)[85](index=85&type=chunk) - Mr. Li Qing serves as both Chairman and CEO, which the Board believes benefits the Group's management, and the independence of senior management and the Board is sufficient to provide effective checks and balances[85](index=85&type=chunk) [Standard Securities Dealing Code for Directors](index=30&type=section&id=Standard%20Securities%20Dealing%20Code%20for%20Directors) ZuLong Entertainment has adopted a code of conduct for directors' securities transactions no less stringent than the Model Code, and all directors confirmed compliance with this code in H1 2025 - The company has adopted a code of conduct for directors' securities transactions, the terms of which are no less stringent than the required standards set out in the Model Code[87](index=87&type=chunk) - All directors confirmed their compliance with the Model Code for the six months ended June 30, 2025[87](index=87&type=chunk) [Sufficient Public Float](index=30&type=section&id=Sufficient%20Public%20Float) Based on available information, ZuLong Entertainment maintained a sufficient public float throughout H1 2025 - For the six months ended June 30, 2025, the company maintained a sufficient public float[88](index=88&type=chunk) [Information on Directors and Chief Executive](index=30&type=section&id=Information%20on%20Directors%20and%20Chief%20Executive) There were no changes in the information of ZuLong Entertainment's directors and chief executive requiring disclosure under the Listing Rules from the date of the 2024 annual report to the date of this interim report - Subsequent to the date of the 2024 annual report and up to the date of this interim report, there were no changes in the information of directors and the company's chief executive requiring disclosure under Rule 13.51B(1) of the Listing Rules[89](index=89&type=chunk) [Audit Committee](index=30&type=section&id=Audit%20Committee) ZuLong Entertainment's Audit Committee comprises three members: Mr. Zhu Lin (Chairman), Ms. Wang Jing, and Mr. Ding Zhiping, and is responsible for reviewing interim financial information - The Audit Committee comprises Mr. Zhu Lin (Chairman), Ms. Wang Jing, and Mr. Ding Zhiping[90](index=90&type=chunk) [Review of Interim Report](index=30&type=section&id=Review%20of%20Interim%20Report) ZuLong Entertainment's Audit Committee has reviewed the unaudited interim condensed consolidated financial information and interim report for the six months ended June 30, 2025, and found no objections to the accounting treatments - The Audit Committee has reviewed the Group's unaudited interim condensed consolidated financial information for the six months ended June 30, 2025, and the Group's interim report for the six months ended June 30, 2025[91](index=91&type=chunk) - The Audit Committee had no objections to the accounting treatments in the unaudited interim condensed consolidated financial information and this interim report[91](index=91&type=chunk) - Independent auditor PricewaterhouseCoopers has reviewed the Group's unaudited interim condensed consolidated financial information for the six months ended June 30, 2025[91](index=91&type=chunk) [Review Report on Interim Financial Information](index=31&type=section&id=Review%20Report%20on%20Interim%20Financial%20Information) PwC reviewed ZuLong Entertainment's H1 2025 interim financial information, concluding no material non-compliance with IAS 34 [Review Conclusion](index=31&type=section&id=Review%20Conclusion) PricewaterhouseCoopers has reviewed ZuLong Entertainment's interim financial information for the six months ended June 30, 2025, in accordance with International Standard on Review Engagements 2410, and found no matters that cause them to believe the information is not prepared in all material respects in accordance with International Accounting Standard 34 - The auditor has conducted the review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity"[94](index=94&type=chunk) - The auditor has not found any matters that cause them to believe that the Group's interim financial information is not prepared in all material respects in accordance with International Accounting Standard 34, "Interim Financial Reporting"[95](index=95&type=chunk) - The scope of a review is substantially less than that of an audit, and therefore no audit opinion is expressed[94](index=94&type=chunk) [Interim Condensed Consolidated Statement of Profit or Loss](index=32&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) ZuLong Entertainment's H1 2025 revenue grew significantly by 44.4% to RMB 634,366 thousand, with operating loss substantially narrowed by 76.1% to RMB 36,761 thousand, and loss for the period decreased by 91.3% to RMB 11,730 thousand, indicating significant improvement in operating conditions [Profit or Loss Statement Overview](index=32&type=section&id=Profit%20or%20Loss%20Statement%20Overview) ZuLong Entertainment's H1 2025 revenue grew significantly by 44.4% to RMB 634,366 thousand, with operating loss substantially narrowed by 76.1% to RMB 36,761 thousand, and loss for the period decreased by 91.3% to RMB 11,730 thousand, indicating significant improvement in operating conditions Interim Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30, 2025, RMB thousands) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 634,366 | 439,432 | | Cost of revenue | (181,545) | (117,686) | | Gross profit | 452,821 | 321,746 | | R&D expenses | (265,481) | (264,104) | | Sales and marketing expenses | (222,313) | (172,711) | | Administrative expenses | (44,748) | (47,009) | | Operating loss | (36,761) | (153,969) | | Net finance income | 23,642 | 24,571 | | Loss before income tax | (10,097) | (132,881) | | Loss for the period | (11,730) | (134,041) | | Basic loss per share (RMB per share) | (0.01) | (0.17) | | Diluted loss per share (RMB per share) | (0.01) | (0.17) | - Revenue increased by **44.4%** year-on-year, and gross profit increased by **40.8%** year-on-year[98](index=98&type=chunk) - Operating loss significantly narrowed by **76.1%**, and loss for the period decreased by **91.3%**[98](index=98&type=chunk) [Interim Condensed Consolidated Statement of Comprehensive Income](index=33&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) ZuLong Entertainment's H1 2025 total comprehensive loss was RMB 45,370 thousand, a significant narrowing from RMB 116,623 thousand in the prior year, primarily due to reduced loss for the period, partially offset by other comprehensive loss from currency translation differences [Comprehensive Income Overview](index=33&type=section&id=Comprehensive%20Income%20Overview) ZuLong Entertainment's H1 2025 total comprehensive loss was RMB 45,370 thousand, a significant narrowing from RMB 116,623 thousand in the prior year, primarily due to reduced loss for the period, partially offset by other comprehensive loss from currency translation differences Interim Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30, 2025, RMB thousands) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Loss for the period | (11,730) | (134,041) | | Other comprehensive (loss) / income (net of tax): | | | | Items that may be reclassified to profit or loss: Currency translation differences | (2,484) | 3,145 | | Items that will not be reclassified to profit or loss: Currency translation differences | (31,156) | 14,273 | | Total comprehensive loss for the period | (45,370) | (116,623) | - Total comprehensive loss for the period was **RMB 45,370 thousand**, a significant decrease from **RMB 116,623 thousand** in the prior year[99](index=99&type=chunk) - Currency translation differences resulted in other comprehensive loss of **RMB 33,640 thousand**[99](index=99&type=chunk) [Interim Condensed Consolidated Statement of Financial Position](index=34&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, ZuLong Entertainment's total assets increased, alongside a significant rise in total liabilities, leading to an increased gearing ratio [Statement of Financial Position Overview](index=34&type=section&id=Statement%20of%20Financial%20Position%20Overview) As of June 30, 2025, ZuLong Entertainment's total assets increased to RMB 2,704,346 thousand, with both non-current and current assets showing increases. Total liabilities also grew significantly, leading to an increased gearing ratio Interim Condensed Consolidated Statement of Financial Position (As of June 30, 2025, RMB thousands) | Indicator | As of June 30, 2025 (Unaudited) | As of December 31, 2024 (Audited) | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | 875,849 | 776,281 | | Current assets | 1,828,497 | 1,822,079 | | **Total assets** | **2,704,346** | **2,598,360** | | **Equity and Liabilities** | | | | Equity attributable to owners of the Company | 2,063,031 | 2,105,284 | | Non-current liabilities | 137,339 | 26,718 | | Current liabilities | 503,976 | 466,358 | | **Total liabilities** | **641,315** | **493,076** | | **Total equity and total liabilities** | **2,704,346** | **2,598,360** | - Total assets increased by **4.08%** year-on-year to **RMB 2,704,346 thousand**[101](index=101&type=chunk) - Non-current liabilities significantly increased by **414.1%** to **RMB 137,339 thousand**, primarily due to an increase in lease liabilities[102](index=102&type=chunk) - Total liabilities increased by **30.06%** to **RMB 641,315 thousand**[102](index=102&type=chunk) [Interim Condensed Consolidated Statement of Changes in Equity](index=36&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) As of June 30, 2025, ZuLong Entertainment's total equity decreased from RMB 2,105,284 thousand at the beginning of the period to RMB 2,063,031 thousand, primarily due to loss for the period and currency translation differences, partially offset by share-based payments and restricted share unit vesting [Equity Changes Overview](index=36&type=section&id=Equity%20Changes%20Overview) As of June 30, 2025, ZuLong Entertainment's total equity decreased from RMB 2,105,284 thousand at the beginning of the period to RMB 2,063,031 thousand, primarily due to loss for the period and currency translation differences, partially offset by share-based payments and restricted share unit vesting Interim Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30, 2025, RMB thousands) | Indicator | Share Capital | Share Premium | Other Reserves | Accumulated Losses | Total Equity | | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of January 1, 2025 | 55 | 6,980,625 | (1,588,338) | (3,287,058) | 2,105,284 | | Loss for the period | – | – | – | (11,730) | (11,730) | | Currency translation differences | – | – | (33,640) | – | (33,640) | | Share-based payments | – | – | 4,018 | – | 4,018 | | Vesting of restricted share units | – | 13,423 | (13,423) | – | – | | Share repurchase | – | – | (901) | – | (901) | | Balance as of June 30, 2025 | 55 | 6,994,048 | (1,632,284) | (3,298,788) | 2,063,031 | - Total equity decreased by **RMB 42,253 thousand**, primarily due to a loss for the period of **RMB 11,730 thousand** and other comprehensive loss from currency translation differences of **RMB 33,640 thousand**[105](index=105&type=chunk) - Share-based payments increased by **RMB 4,018 thousand**, and vesting of restricted share units led to an increase in share premium of **RMB 13,423 thousand** while other reserves decreased by the same amount[105](index=105&type=chunk) [Interim Condensed Consolidated Statement of Cash Flows](index=38&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) ZuLong Entertainment's H1 2025 net decrease in cash and cash equivalents was RMB 170,003 thousand, primarily due to a significant increase in net cash used in investing activities, despite a reduction in net cash used in operating activities [Cash Flow Overview](index=38&type=section&id=Cash%20Flow%20Overview) ZuLong Entertainment's H1 2025 net decrease in cash and cash equivalents was RMB 170,003 thousand, primarily due to a significant increase in net cash used in investing activities, despite a reduction in net cash used in operating activities Interim Condensed Consolidated Statement of Cash Flows (For the six months ended June 30, 2025, RMB thousands) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Net cash used in operating activities | (36,079) | (68,313) | | Net cash (used in) / generated from investing activities | (117,721) | 112,712 | | Net cash used in financing activities | (16,203) | (43,549) | | Net (decrease) / increase in cash and cash equivalents | (170,003) | 850 | | Cash and cash equivalents at end of period | 261,653 | 558,478 | - Net cash used in operating activities decreased by **47.1%** to **RMB 36,079 thousand**[108](index=108&type=chunk) - Investing activities shifted from a net inflow in the prior year to a net outflow of **RMB 117,721 thousand**, primarily due to increased purchases of time deposits and financial assets measured at fair value through profit or loss[108](index=108&type=chunk) - Net cash used in financing activities decreased by **62.8%** to **RMB 16,203 thousand**[109](index=109&type=chunk) [Notes to the Interim Condensed Consolidated Financial Information](index=40&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Information) This section provides detailed notes on ZuLong Entertainment's interim financial information, covering general data, accounting policies, risk management, and specific financial line items [General Information](index=40&type=section&id=General%20Information) ZuLong Entertainment Inc. was incorporated in the Cayman Islands and primarily engages in mobile game development and operations in China and other countries. This interim condensed consolidated financial information is unaudited and was approved by the Board of Directors on August 22, 2025 - The company was incorporated on January 2, 2020, under the Companies Act of the Cayman Islands, and its shares have been listed on the Main Board of the Stock Exchange since July 15, 2020[111](index=111&type=chunk) - The Group primarily engages in mobile game development and operations in China and other countries and regions[111](index=111&type=chunk) - The interim condensed consolidated financial information for the six months ended June 30, 2025, is unaudited and was approved by the Board of Directors on August 22, 2025[111](index=111&type=chunk)[112](index=112&type=chunk) [Basis of Preparation](index=40&type=section&id=Basis%20of%20Preparation) This interim condensed consolidated financial information is prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and should be read in conjunction with the Group's consolidated financial statements for the year ended December 31, 2024 - This interim condensed consolidated financial information is prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting"[113](index=113&type=chunk) - It should be read in conjunction with the Group's consolidated financial statements for the year ended December 31, 2024, prepared in accordance with International Financial Reporting Standards[113](index=113&type=chunk) [Accounting Policies](index=40&type=section&id=Accounting%20Policies) The accounting policies adopted by the Group are consistent with those in the 2024 financial statements. New and revised standards first adopted on January 1, 2025, had no significant impact on the interim financial information, but IFRS 18 is expected to have widespread effects on future presentation and disclosures - The accounting policies adopted are consistent with those set out in the 2024 financial statements[115](index=115&type=chunk) - IAS 21 (amended) "Lack of Exchangeability," first adopted for the reporting period beginning January 1, 2025, had no significant impact on the interim condensed consolidated financial information[116](index=116&type=chunk) - IFRS 18 "Presentation and Disclosure in Financial Statements" (effective January 1, 2027) is expected to have widespread effects on presentation and disclosures, particularly concerning the statement of profit or loss and management-defined performance measures[118](index=118&type=chunk) [Critical Accounting Estimates and Judgments](index=41&type=section&id=Critical%20Accounting%20Estimates%20and%20Judgments) The preparation of interim financial statements requires management to make significant judgments, estimates, and assumptions, with the primary sources of estimation uncertainty being the same as those applied in the 2024 financial statements - The preparation of interim financial statements requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income, and expenses[120](index=120&type=chunk) - The primary sources of estimation uncertainty are the same as those applied in the company's 2024 financial statements[120](index=120&type=chunk) [Financial Risk Management](index=42&type=section&id=Financial%20Risk%20Management) ZuLong Entertainment faces market, credit, and liquidity risks, managing liquidity by maintaining sufficient cash and cash equivalents. Fair value measurements of the company's financial instruments primarily use Level 3 inputs, including wealth management products, preference shares, and fund investments - The Group's operations are exposed to various financial risks: market risk (including foreign exchange risk, price risk, cash flow, and fair value interest rate risk), credit risk, and liquidity risk[123](index=123&type=chunk) - The Group aims to maintain sufficient cash and cash equivalents to preserve financial flexibility[124](index=124&type=chunk) Financial Liabilities by Maturity (As of June 30, 2025, RMB thousands) | Maturity | Within 1 Year | 1 to 2 Years | 2 to 5 Years | Over 5 Years | Total Contractual Cash Flows | | :--- | :--- | :--- | :--- | :--- | :--- | | Accounts payable and other payables | 142,037 | – | – | – | 142,037 | | Lease liabilities | 29,841 | 29,537 | 90,382 | – | 149,760 | | Total | 171,878 | 29,537 | 90,382 | – | 291,797 | - As of June 30, 2025, the Group's financial assets measured at fair value totaled **RMB 693,693 thousand**, primarily Level 3 instruments, including investments in wealth management products, other funds, structured investments, private equity funds, venture capital funds, preference shares, and other ordinary share investments[126](index=126&type=chunk) - Fair value measurements of Level 3 instruments use significant unobservable inputs such as expected return rates, expected volatility, risk-free rates, and discounts for lack of marketability[136](index=136&type=chunk) [Financial Risk Factors](index=42&type=section&id=Financial%20Risk%20Factors) ZuLong Entertainment's business faces market risks (including foreign exchange, price, interest rate risks), credit risk, and liquidity risk - The Group's operations are exposed to various financial risks: market risk (including foreign exchange risk, price risk, cash flow, and fair value interest rate risk), credit risk, and liquidity risk[123](index=123&type=chunk) [Liquidity Risk](index=42&type=section&id=Liquidity%20Risk) ZuLong Entertainment manages liquidity risk by maintaining sufficient cash and cash equivalents and has analyzed the contractual maturities of its financial liabilities - The Group aims to maintain sufficient cash and cash equivalents to preserve financial flexibility[124](index=124&type=chunk) Analysis of the Group's Financial Liabilities by Relevant Maturity Group (As of June 30, 2025, RMB thousands) | | Within 1 Year | 1 to 2 Years | 2 to 5 Years | Over 5 Years | Total Contractual Cash Flows | | :--- | :--- | :--- | :--- | :--- | :--- | | Accounts payable and other payables | 142,037 | – | – | – | 142,037 | | Lease liabilities | 29,841 | 29,537 | 90,382 | – | 149,760 | | Total | 171,878 | 29,537 | 90,382 | – | 291,797 | [Fair Value Estimation](index=43&type=section&id=Fair%20Value%20Estimation) ZuLong Entertainment's financial instrument fair value measurements primarily use Level 3 inputs, including wealth management products, preference shares, and fund investments, with valuation managed by an internal team and external experts as needed Financial Assets Measured at Fair Value (As of June 30, 2025, RMB thousands) | | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | Current: Wealth management product investments | – | – | 201,846 | 201,846 | | Current: Other fund investments | – | – | 193,748 | 193,748 | | Current: Structured investments | – | – | 58,422 | 58,422 | | Non-current: Private equity and venture capital fund investments | – | – | 151,789 | 151,789 | | Non-current: Structured investments | – | – | 50,647 | 50,647 | | Non-current: Preference share investments | – | – | 28,484 | 28,484 | | Total | – | – | 693,693 | 693,693 | - Significant unobservable inputs used for Level 3 instrument fair value measurements include expected return rates, expected volatility, risk-free rates, and discounts for lack of marketability[136](index=136&type=chunk) - The Group has a team managing the valuation of Level 3 instruments, determining fair value using valuation techniques at least annually, and seeking assistance from external valuation experts when necessary[132](index=132&type=chunk) [Segment Information and Revenue](index=46&type=section&id=Segment%20Information%20and%20Revenue) ZuLong Entertainment operates its business as a single segment. In H1 2025, total online game revenue was RMB 634,366 thousand, with integrated game publishing and operations contributing the most, and Mainland China being the largest market. Contract liabilities primarily arise from unamortized revenue from in-game virtual item sales - The Group's business is operated and managed as a single segment, thus no segment information is presented[139](index=139&type=chunk) Online Game Revenue Breakdown (For the six months ended June 30, 2025, RMB thousands) | Revenue Source | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Development and licensing | 55,146 | 62,015 | | Integrated game publishing and operations | 579,036 | 376,527 | | Others | 184 | 890 | | Total | 634,366 | 439,432 | Revenue by Geographical Location (For the six months ended June 30, 2025, RMB thousands) | Geographical Location | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Mainland China | 511,688 | 303,983 | | Regions outside Mainland China | 122,678 | 135,449 | | Total | 634,366 | 439,432 | - Contract liabilities primarily refer to unamortized revenue from sales of in-game virtual items, non-refundable fixed licensing fees, and pre-collected revenue sharing[148](index=148&type=chunk) [Other Income](index=48&type=section&id=Other%20Income) ZuLong Entertainment's H1 2025 other income was RMB 4,038 thousand, primarily from interest income on other financial assets measured at amortized cost, partially offset by reduced government grants Other Income Breakdown (For the six months ended June 30, 2025, RMB thousands) | Income Source | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Interest income from other financial assets measured at amortized cost | 3,458 | – | | Government grants | 580 | 1,750 | | Total | 4,038 | 1,750 | - Other income increased by **135.3%** year-on-year, primarily due to increased interest income from financial assets[150](index=150&type=chunk) [Other Net Gains](index=49&type=section&id=Other%20Net%20Gains) ZuLong Entertainment's H1 2025 other net gains significantly increased to RMB 39,257 thousand, primarily benefiting from substantial net foreign exchange gains Other Net Gains Breakdown (For the six months ended June 30, 2025, RMB thousands) | Gain Source | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Gains on financial assets measured at fair value through profit or loss | 11,789 | 10,784 | | Net foreign exchange gains / (losses) | 26,635 | (9,597) | | Others | 833 | 2,617 | | Total | 39,257 | 3,804 | - Other net gains increased by **934.2%** year-on-year, primarily contributed by net foreign exchange gains[151](index=151&type=chunk) [Expenses by Nature](index=49&type=section&id=Expenses%20by%20Nature) ZuLong Entertainment's H1 2025 total expenses were RMB 714,422 thousand, with employee benefit expenses, promotion and advertising expenses, and commissions from distribution channels being the main components Expenses by Nature (For the six months ended June 30, 2025, RMB thousands) | Expense Nature | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Employee benefit expenses | 276,378 | 274,568 | | Promotion and advertising expenses | 186,676 | 144,971 | | Commissions from distribution channels and payment channels | 135,196 | 86,444 | | Outsourced technical services | 34,735 | 29,949 | | Depreciation and amortization expenses | 26,748 | 25,438 | | Commissions from IP holders | 19,872 | 9,600 | | Bandwidth and server hosting fees | 13,351 | 11,820 | | Total | 714,422 | 598,955 | - Total expenses increased by **19.28%** year-on-year, primarily due to increased promotion and advertising expenses and commissions from distribution channels[152](index=152&type=chunk) [Net Finance Income](index=50&type=section&id=Net%20Finance%20Income) ZuLong Entertainment's H1 2025 net finance income was RMB 23,642 thousand, a slight decrease from the prior year, primarily contributed by interest income, and also including interest expenses on lease liabilities Net Finance Income Breakdown (For the six months ended June 30, 2025, RMB thousands) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Finance income: Interest income | 24,053 | 26,013 | | Finance costs: Interest expense on lease liabilities | (201) | (962) | | Finance costs: Others | (210) | (480) | | Net finance income | 23,642 | 24,571 | - Net finance income decreased by **3.78%** year-on-year, primarily consisting of interest income[154](index=154&type=chunk) [Income Tax Expense](index=50&type=section&id=Income%20Tax%20Expense) ZuLong Entertainment's H1 2025 income tax expense was RMB 1,633 thousand, an increase from the prior year, primarily due to the partial utilization of deferred tax assets. Several of the company's subsidiaries in Mainland China enjoy preferential tax rates as high-tech enterprises or small and micro enterprises Income Tax Expense Analysis (For the six months ended June 30, 2025, RMB thousands) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Current income tax expense | 591 | 1,327 | | Deferred income tax expense / (credit) | 1,042 | (167) | | Total | 1,633 | 1,160 | - Income tax expense increased by **45.5%** year-on-year, primarily due to the partial utilization of deferred tax assets related to promotion and advertising expenses from prior periods[155](index=155&type=chunk) - Tianjin ZuLong and Beijing Fantasy Mermaid Technology Co., Ltd. are recognized as high-tech enterprises, enjoying a preferential income tax rate of **15%**[158](index=158&type=chunk)[159](index=159&type=chunk) - Some subsidiaries are recognized as small and micro enterprises, with only **25%** of their taxable profits subject to a preferential corporate income tax rate of **20%**[159](index=159&type=chunk) [Loss Per Share](index=52&type=section&id=Loss%20Per%20Share) ZuLong Entertainment's H1 2025 basic and diluted loss per share were both RMB 0.01, a significant narrowing from RMB 0.17 in the prior year, reflecting an improvement