Contents 目錄 | Consolidated Statement of Profit or Loss and | 合併損益及其他綜合收益表 | | | --- | --- | --- | | Other Comprehensive Income | | 2 | | Consolidated Statement of Financial Position | 合併財務狀況表 | 3 | | Consolidated Statement of Changes in Equity | 合併權益變動表 | 5 | | Condensed Consolidated Statement of Cash Flows | 簡明合併現金流量表 | 6 | | Notes to the Unaudited Interim Financial Report | 未經審核中期財務報告附註 | 7 | | Management Discussion and Analysis | 管理層討論及分析 | 16 | | Disclosure of Additional Information | 其他資料的披露 | 24 | | C ...

（ 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司 ） 股 份 代 號 ：1376 2025 2025 中期報告 Interim Report Interim Report 中期報告 2025 目 錄 2 公司資料 4 簡明綜合財務報表的審閱報告 6 中期簡明綜合損益及其他全面收益表 8 中期簡明綜合財務狀況表 9 中期簡明綜合權益變動表 10 中期簡明綜合現金流量表 11 中期簡明綜合財務報表附註 38 管理層討論與分析 43 其他資料 公司資料 董事會 執行董事 倪順發先生 陳聰發先生 黃向明先生 （非執行主席） 審核委員會 黃向明先生 （主席） 倪順發先生 陳聰發先生 薪酬委員會 倪順發先生 （主席） 陳聰發先生 黃向明先生 提名委員會 陳明輝先生 非執行董事 陸佩珊女士 （於2025年6月1日獲委任） 獨立非執行董事 陳聰發先生 （主席） 倪順發先生 黃向明先生 陸佩珊女士 （於2025年6月1日獲委任） 公司秘書 余致力先生 授權代表 陳明輝先生 余致力先生 註冊辦事處 Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1 ...

Financial Performance - Revenue for the six months ended June 30, 2025, was HKD 377,125,000, representing a 2.4% increase from HKD 368,372,000 in 2024[8] - Gross profit for the same period was HKD 156,816,000, up 5.9% from HKD 148,013,000 in 2024[8] - Adjusted net profit after tax decreased by 37.7% to HKD 38,817,000 from HKD 62,285,000 in 2024[8] - The company reported a net profit of HKD 40,405,000, down 12.7% from HKD 46,309,000 in the previous year[8] - Adjusted gross profit was HKD 156,816,000, slightly down by 0.8% from HKD 158,146,000 in 2024[8] - Operating profit increased to HKD 72,554,000, representing an increase of 10.0% from HKD 65,741,000 in 2024[23] - Profit before tax decreased to HKD 57,797,000, down 18.0% from HKD 70,444,000 in the previous year[23] - Total comprehensive income for the period was HKD 202,230,000, significantly higher than HKD 32,341,000 in the same period last year[24] - Basic earnings per share for the period was HKD 11.999, a decrease from HKD 13.311 in 2024[24] - EBITDA for the same period is HKD 131,821,000, leading to a profit before tax of HKD 57,797,000[59] Assets and Liabilities - Total assets as of June 30, 2025, amounted to HKD 1,811,810, an increase of 13.2% from HKD 1,599,435 as of December 31, 2024[17] - Non-current assets increased to HKD 996,664, up 12.5% from HKD 885,835 at the end of 2024[17] - Total liabilities as of June 30, 2025, were HKD 512,513, an increase of 8.2% from HKD 473,721 at the end of 2024[21] - The company’s equity attributable to owners increased to HKD 1,264,762, up 15.7% from HKD 1,092,965 at the end of 2024[17] - Cash and cash equivalents reached HKD 741,782, representing a 13.5% increase from HKD 653,232 at the end of 2024[17] - Trade receivables increased significantly to HKD 14,171, up from HKD 4,738 at the end of 2024, indicating a growth of 198.5%[17] Foreign Exchange and Financial Management - The financial results reflect the impact of pre-opening expenses for new clinics and foreign exchange losses related to global offerings[9] - The company reported a foreign exchange loss related to global offering proceeds of HKD 513, compared to HKD 323 in 2024[11] - The company experienced a foreign exchange loss due to the appreciation of the Euro against the RMB and HKD by 11.7% and 13.4%, respectively[112] - The group maintains a prudent liquidity risk management policy, ensuring sufficient cash and credit facilities[42] - The expected credit loss rate for cash and cash equivalents is assessed as not significant, with no provisions made as of June 30, 2025[41] Strategic Outlook and Growth Plans - The management plans to continue focusing on market expansion and new clinic openings to drive future growth[10] - The company is committed to enhancing its service offerings through the development of new technologies and products[10] - Future guidance indicates a cautious outlook due to the current economic environment and its impact on consumer spending[10] - The company anticipates a compound annual growth rate (CAGR) of 10% for revenue and 20% for net profit by 2028, supported by a diversified global business portfolio[120] - The company plans to actively seek suitable acquisition opportunities to significantly enhance organic growth over the next two to three years[120] Employee and Operational Expenses - Employee benefits expenses decreased slightly to HKD 122,204,000 in 2025 from HKD 123,470,000 in 2024, a reduction of 1.0%[72] - Selling expenses increased by 14.9% to HKD 41.8 million, representing 11.1% of total revenue, up from 9.9% in 2024[132] - Administrative expenses were HKD 48.8 million, consistent with the previous year, accounting for 12.9% of total revenue, down from 13.2%[134] Shareholder Information - The company proposed an interim dividend of HKD 0.0315 per share for the six months ended June 30, 2025, totaling HKD 10,102,239, compared to HKD 11,570,153 in 2024[83] - The company has not issued any further share-based payments since 2025, indicating a potential shift in compensation strategy[94] - The total issued shares as of June 30, 2025, were 320,706,000[156] - Dr. Jørn Slot Jørgensen holds a controlling interest of 57.65% in the company[152] Governance and Compliance - The company has maintained compliance with the corporate governance code as per the listing rules, with a review of governance procedures conducted[168] - The board believes that the current governance structure does not undermine the balance of power and authority within the company[169] - The audit committee reviewed the unaudited condensed consolidated results for the six months ended June 30, 2025, and had no objections to the accounting treatments adopted[178]

Company Information [Board of Directors and Committees](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) The Board of Directors comprises Mr. Ding Lei (Chairman and CEO), two executive directors, one non-executive director, and three independent non-executive directors, with audit, remuneration, and nomination committees established - Board members include **Chairman and CEO Mr. Ding Lei**, two executive directors, one non-executive director, and three independent non-executive directors[5](index=5&type=chunk) - The Audit Committee, Remuneration Committee, and Nomination Committee are all established and chaired by independent non-executive directors[5](index=5&type=chunk) [Key Contacts and Legal Information](index=3&type=section&id=Key%20Contacts%20and%20Legal%20Information) The company secretary is Ms. Wong Wai Yee, authorized representatives are Mr. Li Yong and Ms. Wong Wai Yee, auditor is PwC, registered in Cayman Islands with headquarters in Hangzhou, China, and legal counsel covers multiple jurisdictions - The company secretary is **Ms. Wong Wai Yee**, and authorized representatives are **Mr. Li Yong and Ms. Wong Wai Yee**[5](index=5&type=chunk) - The auditor is **PricewaterhouseCoopers**[5](index=5&type=chunk) - The company's registered office is in the Cayman Islands, its principal place of business in Hong Kong is in Causeway Bay, and its headquarters are in Hangzhou, China[5](index=5&type=chunk) - Legal counsel covers Hong Kong, US, China, and Cayman Islands law[6](index=6&type=chunk) [Share and Banking Information](index=4&type=section&id=Share%20and%20Banking%20Information) The principal share registrar is in the Cayman Islands, Hong Kong share registrar is Hong Kong Registrars Limited, main bank is ICBC Hangzhou Branch, stock code is 9899, and investor relations website is ir.music.163.com - The principal share registrar is Maples Fund Services (Cayman) Limited, and the Hong Kong securities registrar is Hong Kong Registrars Limited[6](index=6&type=chunk) - The main bank is **ICBC Hangzhou Branch**[6](index=6&type=chunk) - The company's stock code is **9899**, and the investor relations website is http://ir.music.163.com[6](index=6&type=chunk) Financial and Business Highlights [IFRS Measures](index=5&type=section&id=IFRS%20Measures) For the six months ended June 30, 2025, revenue decreased by 6.0% to RMB 3.8 billion, gross profit decreased by 2.3% to RMB 1.39 billion, while operating profit surged 40.8% to RMB 0.84 billion, and profit for the period increased 132.4% to RMB 1.9 billion For the six months ended June 30, 2025, IFRS Measures | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 3,827,117 | 4,070,493 | -6.0% | | Gross Profit | 1,392,485 | 1,425,731 | -2.3% | | Operating Profit | 844,506 | 599,933 | +40.8% | | Profit Before Income Tax | 1,068,060 | 813,578 | +31.3% | | Profit for the Period | 1,882,142 | 809,949 | +132.4% | [Non-IFRS Measures](index=5&type=section&id=Non-IFRS%20Measures) Under non-IFRS measures, for the six months ended June 30, 2025, adjusted operating profit grew 35.0% to RMB 0.905 billion, and adjusted net profit increased 121.0% to RMB 1.946 billion, primarily adjusted by adding back equity-settled share-based payments For the six months ended June 30, 2025, Non-IFRS Adjusted Financial Metrics | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Adjusted Operating Profit | 905,360 | 670,850 | +35.0% | | Adjusted Net Profit | 1,946,353 | 880,749 | +121.0% | - Non-IFRS measures adjust operating profit and net profit by adding back equity-settled share-based payments (primarily share incentive expenses) to better reflect core operating performance[10](index=10&type=chunk) Management Discussion and Analysis [Business Review](index=7&type=section&id=Business%20Review) In H1 2025, the company focused on high-quality development of its core music ecosystem, enhancing user engagement through content optimization, personalized distribution, innovative features, and community building, resulting in 15.2% growth in membership subscription revenue and a gross margin increase to 36.4% - The company is committed to high-quality development of its core music ecosystem, enhancing user attraction and engagement through content optimization, personalized distribution, innovative features, and community attributes[12](index=12&type=chunk) - Membership subscription revenue increased by **15.2% year-on-year**, primarily due to subscriber growth, although average revenue per paying user was slightly diluted by changes in subscriber structure[14](index=14&type=chunk) - Gross margin reached **36.4% in H1 2025**, a significant improvement from H1 2024, benefiting from business scale expansion, strong monetization of core online music services, and continuous cost optimization[14](index=14&type=chunk) [User Growth and Engagement](index=7&type=section&id=User%20Growth%20and%20Engagement) In H1 2025, the company maintained steady growth in total monthly active users, with the DAU/MAU ratio consistently above 30%, and increased mobile listening time and user engagement - Total monthly active users maintained a steady growth momentum in H1 2025[12](index=12&type=chunk) - The daily active users/monthly active users ratio grew steadily, remaining above **30%**[12](index=12&type=chunk) - User mobile listening time increased, and engagement improved[12](index=12&type=chunk) [Content Ecosystem and Original Music](index=7&type=section&id=Content%20Ecosystem%20and%20Original%20Music) The company continuously enriched its unique content reserves, expanded licensed content including K-Pop labels and renowned Chinese musicians, and actively promoted original Chinese music, with self-produced tracks like 'Dilemma' gaining popularity - Continuously enriched unique content reserves and expanded licensed content, including popular K-Pop labels such as RBW and StarShip Entertainment[13](index=13&type=chunk) - Supplemented works by renowned Chinese musicians such as Li Jian, Zhang Yixing, Chen Chusheng, and Jike Junyi[13](index=13&type=chunk) - Actively promoted original Chinese music, with several self-produced tracks like 'Dilemma' gaining popularity both on and off the platform[13](index=13&type=chunk) [Product Optimization and Innovative Features](index=7&type=section&id=Product%20Optimization%20and%20Innovative%20Features) In H1 2025, the company upgraded its main product for enhanced visual appeal, simplification, and ease of use, delivering superior audio-visual experiences through advanced personalized distribution and innovative features like 'Shenguang Player,' while expanding interactive scenarios to boost user activity - Main product upgrades and optimization enhanced visual appeal, simplification, and ease of use[13](index=13&type=chunk) - Provided superior audio-visual experiences through advanced personalized distribution and innovative features like "Shenguang Player"[13](index=13&type=chunk) - Expanded and enhanced interactive scenarios, strengthened the music community, and increased user activity and engagement[13](index=13&type=chunk) [Monetization and Profitability](index=8&type=section&id=Monetization%20and%20Profitability) In H1 2025, the company's music-centric monetization capabilities grew steadily, with membership subscription revenue up 15.2%, gross margin rising to 36.4%, and improved profitability driven by subscriber growth, core business monetization, and cost optimization - Membership subscription revenue increased by **15.2% year-on-year**, primarily due to subscriber growth[14](index=14&type=chunk) - Gross margin reached **36.4% in H1 2025**, a significant improvement compared to the same period in 2024[14](index=14&type=chunk) - Profitability improved due to business scale expansion, strong monetization of core online music services, and continuous cost optimization[14](index=14&type=chunk) [Future Strategic Focus](index=8&type=section&id=Future%20Strategic%20Focus) The company's future strategy focuses on efficiently enriching differentiated content, optimizing music listening and recommendation, fostering a music-oriented community, enhancing user willingness to pay, and improving profitability through cost optimization and operational efficiency - Further enrich and enhance differentiated content with higher efficiency, deepen cooperation with copyright holders, and strengthen independent musician incubation and self-produced music capabilities[14](index=14&type=chunk) - Provide an ultimate music experience by optimizing music listening experience and recommendation features[14](index=14&type=chunk) - Cultivate a music-oriented community ecosystem, expand social scenarios and ecosystems, and explore innovations in the social domain[14](index=14&type=chunk) - Improve profitability through continuous cost optimization, operational efficiency enhancements, and strict cost control[14](index=14&type=chunk) [Comprehensive and Differentiated Content Ecosystem](index=9&type=section&id=Comprehensive%20and%20Differentiated%20Content%20Ecosystem) The company continuously expanded its licensed and original music reserves, supporting independent musicians and self-produced music to promote original Chinese music, with over 819,000 registered independent musicians and 4.8 million tracks by June 2025, while also strengthening partnerships for K-Pop, Chinese, and niche genres - Continuously expanded unique content reserves, covering licensed tracks and original music, actively promoting the development of original Chinese music[16](index=16&type=chunk) - As of June 2025, the platform had over **819,000 registered independent musicians**, who

Economic Overview - In the first half of 2025, China's GDP reached RMB 66 trillion, reflecting a year-on-year increase of 5.3%[13]. - Real disposable incomes increased by 5.4% nationwide, with rural incomes growing faster than urban incomes[13]. Coal Market Conditions - By the end of May 2025, spot coking coal prices were approximately RMB 765 per tonne, marking the lowest levels since 2016[14]. - The national coal sector is experiencing oversupply, with domestic output and rising metallurgical coal imports contributing to price declines[14]. - Coal prices in Guizhou Province have been under significant pressure due to weak demand from downstream industries, particularly in steel production[15]. - Provincial coal prices rebounded to above-market levels by mid-June 2025, although the recovery in Liupanshui has been slower compared to other regions[16]. - Regulatory measures to stabilize the coal market may take time to implement effectively[14]. Company Operations - Perennial Energy Holdings operates three underground coal mines in Panzhou City, Guizhou Province[19]. - The company continues to face narrowing profit margins due to ongoing market adjustments and pricing pressures[14][16]. - The company is monitoring the impact of macroeconomic conditions on its operations and market strategies[13]. - As of June 30, 2025, the total permitted annual production capacity of the Group's coal mines is 2,850,000 tonnes, with Hongguo and Baogushan Coal Mines each having a capacity of 1,200,000 tonnes and Xiejiahegou Coal Mine having a capacity of 450,000 tonnes[26]. - The Group's total raw coal production for the six months ended June 30, 2025, was 935,049 tonnes, representing an increase year-over-year, with Hongguo Coal Mine producing 348,315 tonnes, Baogushan Coal Mine producing 329,788 tonnes, and Xiejiahegou Coal Mine producing 256,946 tonnes[31]. Production and Utilization - The production volumes of Hongguo Coal Mine and Xiejiahegou Coal Mine increased by approximately 38.1% and 45.5% year-over-year, while Baogushan Coal Mine's production decreased by approximately 5.0%[31]. - The overall utilisation rate for the Group's coal mines was 32.8% for the six months ended June 30, 2025, a slight decline from 34.5% in the same period of 2024[29]. - The utilisation rate of Hongguo Coal Mine was approximately 29.0%, down by approximately 13.0 percentage points year-over-year, while Baogushan Coal Mine recorded a utilisation rate of 27.5%, a decrease of approximately 1.4 percentage points[32]. - Xiejiahegou Coal Mine's utilisation rate increased by approximately 17.9 percentage points year-over-year to 57.1%[32]. - The Group operates two coal preparation plants with capacities of 2.4 million tonnes per annum for Songshan CPP and 1.8 million tonnes per annum for Xiejiahegou CPP[33]. Financial Performance - The Group's total revenue for the six months ended June 30, 2025, was approximately RMB 591.5 million, a decrease of approximately 31.9% compared to RMB 868.2 million for the same period in 2024[41][42]. - Sales volume of clean coal increased by approximately 8.1% YoY to 429,979 tonnes, while the average selling price decreased by approximately 39.6% YoY to RMB 1,202 per tonne[39][40]. - The sales revenue of clean coal decreased by approximately 34.7% to approximately RMB 516.9 million, while middling coal sales revenue decreased by approximately 15.0% to RMB 53.7 million[45][48]. - The average selling price of middling coal decreased by approximately 6.1% YoY to approximately RMB 370 per tonne[40]. - The sales volume of sludge coal increased significantly by approximately 83.5% YoY to 177,173 tonnes, with sales revenue rising by approximately 71.6% to RMB 20.2 million[39][45]. Profitability and Expenses - The Group's gross profit decreased by approximately 65.1% YoY to approximately RMB 167.8 million, with a gross profit margin of approximately 28.4%, down from 55.4% in the previous year[46][49]. - Other income decreased by approximately 57.7% to approximately RMB 4.6 million, primarily due to reduced government grants and subsidies[47][50]. - The sales volume of coalbed methane gas was approximately 4,249 thousand cubic meters, a significant decrease from approximately 11,880 thousand cubic meters in the previous year[39][40]. - The Group's average selling price of sludge coal decreased to approximately RMB 114 per tonne, down from RMB 122 per tonne in the previous year[38][40]. - The Group's other losses decreased by approximately 71.8% to approximately RMB 0.6 million, primarily due to translation differences from currency conversion[51]. Administrative and Other Expenses - Distribution and selling expenses decreased by approximately 14.7% YoY to approximately RMB39.5 million, down from RMB46.3 million[53]. - Administrative expenses increased by approximately 8.0% YoY to approximately RMB77.3 million, up from RMB71.6 million[54]. - Other expenses dropped to approximately RMB16.5 million from RMB33.5 million, primarily due to reduced R&D expenses[55]. - Staff costs for the period totaled approximately RMB40.9 million, a decrease from approximately RMB47.1 million for the six months ended June 30, 2024[92]. Cash Flow and Financial Position - As of June 30, 2025, bank balances and cash amounted to approximately RMB146.9 million, down from RMB177.1 million[70]. - Secured bank borrowings increased to approximately RMB794.6 million from RMB711.3 million[72]. - The Group's gearing ratio improved to approximately 0.36 from 0.38[76]. - The top three trade debtors accounted for approximately 60% of the Group's total trade receivables as of June 30, 2025, down from 82% as of December 31, 2024, indicating a significant mitigation of credit concentration risk[79]. - The Group recorded net current liabilities of approximately RMB440.4 million as of June 30, 2025, but the Directors believe there will be sufficient working capital to meet operational needs for the next twelve months[84]. Shareholder Information - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025, consistent with the previous year[98]. - The company confirmed that all directors complied with the Model Code for Securities Transactions during the six months ended June 30, 2025[107]. - The total number of shares issued by the Company as of June 30, 2025, is 1,600,000,000[121]. - The Share Option Scheme allows for a maximum of 30% of the shares in issue to be issued upon exercise of all outstanding options[124]. - No share options were granted, exercised, cancelled, or lapsed during the six months ended June 30, 2025[131]. Recent Developments - The company did not hold any treasury shares as of June 30, 2025[111]. - No significant changes in the company's development and financial condition were reported for the year ending December 31, 2024, aside from those disclosed in the interim report[105]. - There were no material acquisitions or disposals during the period under review[94]. - No significant events requiring disclosure occurred after June 30, 2025, up to the date of the interim report[104].

Financial Performance - Revenue for the six months ended June 30, 2025, was HKD 69,271,000, an increase of 4.1% compared to HKD 66,442,000 for the same period in 2024[8] - Other income and gains for the same period were HKD 35,682,000, up from HKD 30,104,000, representing an increase of 18.5%[8] - The company reported a loss before tax of HKD 922,000, significantly improved from a loss of HKD 6,715,000 in the previous year, indicating a reduction in losses by approximately 86.3%[8] - Total comprehensive loss for the period was HKD 1,009,000, compared to HKD 6,677,000 in the prior year, reflecting a decrease of about 85.9%[10] - Basic and diluted loss per share improved to HKD 0.18 from HKD 1.39, marking a reduction of approximately 87%[10] - The company reported a loss attributable to owners of HKD 860,000 for the six months ended June 30, 2025, compared to a loss of HKD 6,688,000 in the same period of 2024, indicating an improvement in financial performance[33] - The group’s loss for the six months ended June 30, 2025, decreased by 86.4% to HKD 0.9 million, primarily due to improved financial performance from ComplexCon Hong Kong[44] Cash Flow and Liquidity - Cash and bank balances increased to HKD 21,707,000 from HKD 12,093,000, representing a growth of 79.5%[12] - Operating cash flow for the six months ended June 30, 2025, was HKD 318,000, compared to a cash outflow of HKD 5,525,000 for the same period in 2024, indicating a significant improvement[13] - Total cash and cash equivalents increased to HKD 21,707,000 as of June 30, 2025, up from HKD 13,570,000 at the end of 2024, reflecting a positive cash flow trend[13] - The company reported a net cash inflow from financing activities of HKD 9,570,000 for the first half of 2025, compared to a cash outflow of HKD 1,361,000 in the same period of 2024[13] - The company’s cash flow from investment activities generated a net inflow of HKD 170,000 for the first half of 2025, compared to a cash outflow of HKD 166,000 in the same period of 2024[13] Revenue Breakdown - Revenue from marketing production services decreased to HKD 13,532,000 in the first half of 2025, down from HKD 17,397,000 in the same period of 2024[21] - Revenue from content media and experiential services increased to HKD 55,739,000 in the first half of 2025, compared to HKD 49,045,000 in the same period of 2024, showing a growth of approximately 13.8%[21] - Revenue from Hong Kong increased to HKD 67,405,000, up 2.5% from HKD 65,767,000 in 2024, while revenue from Mainland China surged to HKD 1,860,000 from HKD 589,000[23] - Marketing production service revenue decreased by approximately 22.2% to about HKD 13.5 million, primarily due to a reduction in project numbers[46] - Revenue from content media and experiential services increased by approximately 13.6% to about HKD 55.7 million, driven mainly by original content brand income and experiential service revenue[46] Assets and Liabilities - Current assets net value rose to HKD 14,863,000, compared to HKD 3,956,000 in the previous year, an increase of 275.5%[12] - Total assets less current liabilities increased to HKD 52,857,000 from HKD 43,582,000, showing a growth of 21.5%[12] - The company’s equity attributable to owners increased to HKD 56,410,000 from HKD 46,188,000, reflecting a rise of 22.1%[12] - Trade receivables (net of expected credit loss provision) decreased to HKD 4,883 million as of June 30, 2025, from HKD 5,390 million as of December 31, 2024[36] - Total trade and other payables and accrued expenses increased to HKD 19,499 million as of June 30, 2025, compared to HKD 10,110 million as of December 31, 2024[38] - The group’s trade payables increased significantly to HKD 13,179 million as of June 30, 2025, from HKD 5,277 million as of December 31, 2024[38] Corporate Governance - The company emphasizes high standards of corporate governance, maintaining a well-structured board and internal controls to protect shareholder interests[79] - The audit committee, consisting of three independent non-executive directors, is responsible for overseeing the financial reporting system and internal controls[83] - The company has formed an audit committee, nomination committee, and remuneration committee to ensure proper governance practices[79] - The audit committee has reviewed the unaudited condensed consolidated financial statements and confirmed compliance with applicable accounting standards[83] - The company has adopted a strict code of conduct for securities trading by directors, ensuring compliance with GEM Listing Rules throughout the reporting period[78] Investments and Subsidiaries - The company established a new subsidiary, contributing HKD 11,161,000 to equity during the reporting period[15] - The company established a new subsidiary, All At Once Limited, in collaboration with two independent investors, holding 93.02% of the shares, to expand its experiential, entertainment, and e-commerce business[61] - The company raised approximately $1.5 million from the investors for operational funding and market expansion[61] - As of June 30, 2025, the company did not engage in any significant investments, acquisitions, or disposals of subsidiaries or associates[61] - There are no significant plans for major investments or capital assets in the future[60] Employee and Operational Insights - Employee benefits expenses decreased by approximately HKD 1.9 million (21.1%) to about HKD 7.1 million, attributed to a reduction in employee numbers and average salaries[49] - The group employed a total of 32 full-time employees as of June 30, 2025, unchanged from December 31, 2024[59] Shareholder Information - The major shareholder, Explorer Vantage, holds 283,920,000 shares, accounting for 59.15% of the company[71] - Mr. Hu Jianbang holds 286,545,000 shares, representing 59.70% of the company[71] - The company has a total of 48,000,000 shares available for grant under the share option scheme, representing 10% of the issued share capital[74] - No shares of the company were purchased, sold, or redeemed by the company or its subsidiaries during the six months ending June 30, 2025[62] - As of June 30, 2025, the company had no treasury shares[62]

[Company Information](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This section provides an overview of the company's mission, vision, board structure, and key contact details [Mission and Vision](index=4&type=section&id=%E5%AE%97%E6%97%A8%E8%88%87%E9%A1%98%E6%99%AF) Ausnutria Dairy Corporation's mission is "Global Nutrition, Nurturing Growth," with a vision to be the most trusted formula milk powder and nutritional health enterprise globally, committed to sustainable value creation for a healthy and happy life - Company Mission: Global Nutrition, Nurturing Growth[8](index=8&type=chunk) - Company Vision: To become the most trusted formula milk powder and nutritional health enterprise globally[9](index=9&type=chunk) - Sustainable Development Vision: Gathering global quality nutrition, providing premium choices for growth, committed to sustainably creating value, and building a healthy and happy life[10](index=10&type=chunk) [Board of Directors and Committees](index=6&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%8F%8A%E5%A7%94%E5%93%A1%E6%9C%83) The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, supported by audit, nomination, and remuneration committees to ensure sound and effective corporate governance - Board members include Mr. Ren Zhijian (CEO), Mr. Bartle van der Meer, Mr. Zhang Zhi as executive directors; Mr. Han Shixiu (Chairman), Ms. Yan Junrong, Mr. Zou Ying as non-executive directors; and Mr. Ma Ji, Mr. Chen Fuquan, Mr. Aidan Maurice Coleman as independent non-executive directors[12](index=12&type=chunk) - Mr. Ma Ji chairs the Audit Committee, Mr. Han Shixiu chairs the Nomination Committee, and Mr. Chen Fuquan chairs the Remuneration Committee[12](index=12&type=chunk) [Principal Offices and Contact Information](index=6&type=section&id=%E4%B8%BB%E8%A6%81%E辦%E4%BA%8B%E8%99%95%E8%88%87%E8%81%AF%E7%B5%A1%E8%B3%87%E8%A8%8A) The company maintains principal places of business in Hong Kong, mainland China, the Netherlands, and Australia, providing stock code, investor relations email, and company website details - Principal places of business are located in Hong Kong, Changsha City (Hunan Province, China), Zwolle (Netherlands), and Keysborough (Australia)[13](index=13&type=chunk) - Stock code is **1717**, investor relations email is ir@ausnutria.com, and the company website is www.ausnutria.com.hk[13](index=13&type=chunk)[14](index=14&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section reviews the group's business performance, financial results, and future outlook, highlighting key achievements and challenges [Business Review](index=7&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group achieved robust revenue growth of 5.6% in H1 2025, driven by strong overseas performance of self-branded goat milk formula (65.7% growth) and the strategic acquisition of the remaining 50% stake in Amalthea, alongside breakthroughs in the nutrition business 2025 Interim Key Financial Indicators | Indicator | 2025 Interim (RMB million) | 2024 Interim (RMB million) | YoY Growth (%) | | :--- | :--- | :--- | :--- | | Overall Revenue | 3,886.8 | 3,681.1 | 5.6% | | Self-branded Goat Milk Formula Sales | 1,864.5 | 1,808.4 | 3.1% | | Self-branded Goat Milk Formula Overseas Sales | 483.4 | 291.7 | 65.7% | | Self-branded Goat Milk Formula China Sales | 1,381.1 | 1,516.7 | -8.9% | | Self-branded Cow Milk Formula Sales | 961.4 | 1,130.1 | -14.9% | | Nutrition Business Revenue | 155.5 | 145.3 | 7.0% | | Profit Attributable to Company Equity Holders | 180.5 | 145.4 | 24.1% | - Completed the strategic acquisition of the remaining **50%** stake in Amalthea Group B.V., a Dutch goat cheese company, adding a new cheese product line, enriching the business portfolio, and injecting new revenue growth momentum[17](index=17&type=chunk) - Implemented various cost control measures and improved supply chain efficiency to effectively manage costs[17](index=17&type=chunk) [Self-branded Goat Milk Formula (Kabrita)](index=7&type=section&id=%E8%87%AA%E5%AE%B6%E5%93%81%E7%89%8C%E9%85%8D%E6%96%B9%E7%BE%8A%E5%A5%B6%E7%B2%89%EF%BC%88%E4%BD%B3%E8%B2%9D%E8%89%BE%E7%89%B9%EF%BC%89) Kabrita's sales reached RMB 1,864.5 million in H1 2025, a 3.1% increase, with exceptional overseas market growth of 65.7% driven by strategic breakthroughs in the Middle East, North America, and CIS regions Kabrita Sales (H1 2025) | Market | Sales (RMB million) | YoY Growth (%) | % of Total Revenue | | :--- | :--- | :--- | :--- | | Overall | 1,864.5 | 3.1% | 48.0% | | Overseas | 483.4 | 65.7% | 25.9% (of goat milk formula business) | | China | 1,381.1 | -8.9% | 35.6% (of Group total revenue) | - Overseas market growth was primarily driven by the Middle East (**54.2% growth**), North America (**over 138.7% growth**), and CIS (**33.8% growth**), achieving significant progress through channel expansion, product innovation, and brand building[19](index=19&type=chunk)[20](index=20&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) - China market sales declined mainly due to the launch of an internal code system upgrade and proactive channel inventory adjustments in Q2, but Nielsen IQ data showed market share steadily increased to **30.4%**, up **2.8 percentage points** from the prior year[25](index=25&type=chunk) - In product innovation, the flagship "Yuebai" product completed a comprehensive upgrade, adding "OPL structured lipids" and "Anminyuan" whey protein; the high-end "Jingzhan" product line, as the first organic goat milk formula in China, enhanced the brand's premium image[27](index=27&type=chunk) - Brand strategy upgrade focused on the differentiated advantage of "clinically proven feeding effects that are visible," enhancing brand influence and premium capability through retail terminal visual upgrades and digital marketing communication[28](index=28&type=chunk) [Self-branded Cow Milk Formula (Hyproca)](index=10&type=section&id=%E8%87%AA%E5%AE%B6%E5%93%81%E7%89%8C%E9%85%8D%E6%96%B9%E7%89%9B%E5%A5%B6%E7%B2%89%EF%BC%88%E6%B5%B7%E6%99%AE%E8%AB%BE%E5%87%B1%EF%BC%89) Hyproca's revenue in H1 2025 was RMB 961.4 million, a 14.9% decrease, primarily affected by the internal code system upgrade and channel inventory adjustments, yet its market share stabilized through product upgrades, brand marketing, and channel expansion Hyproca Sales (H1 2025) | Indicator | Sales (RMB million) | YoY Change (%) | % of Group Total Revenue | | :--- | :--- | :--- | :--- | | Revenue | 961.4 | -14.9% | 24.7% | - Sales decline was mainly due to the launch of an internal code system upgrade and proactive channel inventory adjustments in Q2, but Nielsen IQ data showed brand market share stabilized[29](index=29&type=chunk) - Brand positioning continued to focus on "high-end imported from the Netherlands," building differentiated advantages through "upgrading to premium Dutch A2 protein milk source" and "upgrading to more comprehensive self-protection nutrition"[30](index=30&type=chunk) - Newly upgraded and launched **7 products**, including **4 infant formulas** and **3 children's growth milk powders**, strengthening the dual core advantages of "comprehensive nutrition + comprehensive self-protection"[31](index=31&type=chunk) - In channel development, offline cooperation with core systems achieved high double-digit growth, online e-commerce sales increased by **59.96%** year-on-year, and the brand was awarded "Growth Pioneer Brand" by JD Supermarket[32](index=32&type=chunk) [Nutrition Business](index=11&type=section&id=%E7%87%9F%E9%A4%8A%E5%93%81%E6%A5%AD%E5%8B%99) The Group's nutrition business generated RMB 155.5 million in H1 2025, a 7.0% increase, with strong performance in both ToB Jinqi and ToC Ai Yisen segments, driven by market breakthroughs of star strains, precise channel strategies, and effective brand marketing synergy Nutrition Business Revenue (H1 2025) | Indicator | Revenue (RMB million) | YoY Growth (%) | | :--- | :--- | :--- | | Nutrition Business | 155.5 | 7.0% | - Jinqi achieved channel breakthroughs by deepening cooperation in pharmaceutical channels, expanding into private domain e-commerce, and developing high-end overseas markets such as the US and France[34](index=34&type=chunk) - NC Ai Yisen focused on a comprehensive upgrade of infant and child nutrition categories, with star new products contributing **90% of revenue growth**, launching TGA-certified G13 Growth Capsules and EyeQ Brain Booster, and co-developing Shouhu PRO probiotics with "Dad's Spot Check"[35](index=35&type=chunk) - Brand building enhanced brand influence and credibility through cooperation with Beijing Satellite TV, co-research and co-creation with "Dad's Spot Check," and deep cultivation of the Xiaohongshu platform[36](index=36&type=chunk) [Scientific Research Achievements](index=12&type=section&id=%E7%A7%91%E7%A0%94%E6%88%90%E5%B0%B1) Ausnutria Dairy achieved significant progress in nutritional health research in H1 2025, participating in national key R&D programs, launching four new goat milk raw materials (three of which achieved global commercial application breakthroughs), and receiving multiple industry technology awards - Participated in the "14th Five-Year Plan" National Key R&D Program, including "Research and Demonstration of New-Generation Infant Formula Manufacturing Technology Based on Chinese Breast Milk Research" and "Creation of Special Medical Purpose Formula Foods for Specific Disease Populations" projects[37](index=37&type=chunk) - Launched four new goat milk raw materials: goat milk casein hydrolysate, hydrolyzed goat whey protein powder, goat lactoferrin, and goat colostrum powder, with the first three achieving global commercial application breakthroughs, filling market gaps[37](index=37&type=chunk) - Awarded the First Prize of the China Dairy Industry Association Science and Technology Award (Immune-Regulating Infant Formula Research), iSEE Global Food Innovation Award "Annual Innovation Technology" (Jinqi Weight Management Gold Standard Probiotic K56), and shortlisted for the World Food Innovation Awards (Kabrita Jingcui Yuebai)[37](index=37&type=chunk) [Sustainable Development and Corporate Social Responsibility](index=12&type=section&id=%E5%8F%AF%E6%8C%81%E7%BA%8C%E7%99%BC%E5%B1%95%E5%8F%8A%E4%BC%81%E6%A5%AD%E7%A4%BE%E6%9C%83%E8%B2%AC%E4%BB%BB) The Group integrates sustainable development as a core strategy, guided by "Better Nutrition, Better Life, Better Environment," embedding ESG principles into corporate governance, and strengthening green management across the entire process - Guided by "Better Nutrition, Better Life, Better Environment," deeply integrating ESG principles into corporate governance and business decision-making processes[38](index=38&type=chunk) - Awarded four honors by the Wangcheng District Government of Hunan Province, China: "Enterprise with Outstanding Economic Performance," "Enterprise with Outstanding Contribution to Industrial Strength," "Enterprise with Outstanding Contribution to Scientific and Technological Innovation," and "Enterprise with Outstanding Contribution to Consumption Leadership"[38](index=38&type=chunk) - The newly invested Pallas factory in the Netherlands will achieve **100% nitrogen-free and CO2-free production processes**, and promote energy saving and emission reduction across the entire industry chain through measures such as reduced packaging and green procurement[39](index=39&type=chunk) [Outlook](index=13&type=section&id=%E5%89%8D%E6%99%AF) Looking ahead to H2 2025, the company faces challenges from declining birth rates in China, macroeconomic uncertainties, and the transition period of the internal code system, but remains confident in revising its five-year strategic plan to focus on key growth areas - Facing challenges such as declining infant birth rates in China, increased macroeconomic uncertainty, and the transition period of the internal code system upgrade[41](index=41&type=chunk) - Will iterate and optimize the Group's five-year strategic plan, focusing on seven key strategic initiatives, including continued focus on domestic self-branded goat milk formula and high-end cow milk formula businesses, seizing opportunities in the nutrition business, adhering to international market strategies, strengthening global supply chain quality control and efficiency improvement, building a globally integrated digital operation system, constructing an R&D innovation ecosystem, and continuing to strengthen corporate governance and internal controls[41](index=41&type=chunk) [Financial Review](index=14&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) This section provides an analysis of the Group's financial performance, including income statement, balance sheet, working capital, investments, treasury policy, risk management, capital commitments, and human resources [Condensed Consolidated Income Statement Analysis](index=14&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E8%A1%A8%E5%88%86%E6%9E%90) In H1 2025, the Group's revenue increased by 5.6% to RMB 3,886.8 million, driven by strong overseas performance of Kabrita and contributions from Amalthea goat cheese business, with net profit increasing by 24.1% to RMB 180.5 million H1 2025 Revenue Composition and YoY Change | Product Category | H1 2025 (RMB million) | H1 2024 (RMB million) | Change (%) | H1 2025 Share (%) | H1 2024 Share (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Cow Milk Formula (China) | 961.4 | 1,130.1 | (14.9) | 24.7 | 30.7 | | Goat Milk Formula (China) | 1,381.1 | 1,516.7 | (8.9) | 35.6 | 41.2 | | Goat Milk Formula (Other Regions) | 483.4 | 291.7 | 65.7 | 12.4 | 7.9 | | **Total Self-branded Formula Milk Powder** | **2,825.9** | **2,938.5** | **(3.8)** | **72.7** | **79.8** | | Cheese | 478.7 | – | – | 12.3 | – | | Private Label & Others | 426.7 | 597.3 | (28.6) | 11.0 | 16.2 | | **Total Cheese, Private Label & Others** | **905.4** | **597.3** | **51.6** | **23.3** | **16.2** | | Dairy Products & Related Products | 3,731.3 | 3,535.8 | 5.5 | 96.0 | 96.1 | | Nutrition Products | 155.5 | 145.3 | 7.0 | 4.0 | 3.9 | | **Total** | **3,886.8** | **3,681.1** | **5.6** | **100.0** | **100.0** | H1 2025 Gross Profit and Gross Margin | Product Category | H1 2025 Gross Profit (RMB million) | H1 2024 Gross Profit (RMB million) | H1 2025 Gross Margin (%) | H1 2024 Gross Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Cow Milk Formula | 502.7 | 600.5 | 52.3 | 53.1 | | Goat Milk Formula | 1,028.1 | 1,011.2 | 55.1 | 55.9 | | **Total Self-branded Formula Milk Powder** | **1,530.8** | **1,611.7** | **54.2** | **54.8** | | Cheese | 32.7 | – | 6.8 | – | | Private Label & Others | 25.3 | (19.8) | 5.9 | (3.3) | | **Total Dairy Products & Related Products** | **1,588.8** | **1,591.9** | **42.6** | **45.0** | | Nutrition Products | 65.4 | 65.6 | 42.1 | 45.1 | | **Total (Before Inventory Provision)** | **1,654.2** | **1,657.5** | **42.6** | **45.0** | | Less: Inventory Provision | (26.5) | (59.8) | – | – | | **Total (After Inventory Provision)** | **1,627.7** | **1,597.7** | **41.9** | **43.4** | - Selling and distribution expenses as a percentage of revenue decreased from **29.9% to 26.1%**, mainly due to the launch of internal code products in the China market and optimization of distribution channels, leading to a short-term reduction in promotional activity expenses[50](index=50&type=chunk) - Net finance costs decreased from **RMB 31.1 million to RMB 16.8 million**, primarily due to lower bank borrowing interest rates and a reduction in the weighted average bank borrowing balance[53](index=53&type=chunk) - Profit attributable to equity holders of the Company was **RMB 180.5 million**, a **24.1% increase** year-on-year, benefiting from strong overseas performance of Kabrita, a decrease in selling and distribution expenses as a percentage of revenue, and improvements in the global supply chain[56](index=56&type=chunk) [Condensed Consolidated Statement of Financial Position Analysis](index=17&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8%E5%88%86%E6%9E%90) As of June 30, 2025, the Group's total assets increased to RMB 10,495.0 million, and net assets increased to RMB 6,185.8 million, primarily due to increases in cash, receivables, and property, plant, and equipment Financial Position as of June 30, 2025 | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Total Assets | 10,495.0 | 9,662.1 | | Net Assets | 6,185.8 | 5,783.5 | | Current Ratio | 1.03 times | 1.21 times | - The increase in total assets was mainly due to a net increase of **RMB 278.1 million** in cash and cash equivalents, time deposits, and long-term time deposits, an increase of **RMB 164.6 million** in trade and other receivables, and an increase of **RMB 337.6 million** in property, plant and equipment (primarily from the construction of a new factory in the Netherlands and the appreciation of the Euro)[58](index=58&type=chunk) - Net assets increased by **RMB 402.3 million**, mainly due to a net profit of **RMB 180.5 million** during the period and exchange differences of **RMB 329.2 million** from the translation of overseas operations[59](index=59&type=chunk) [Working Capital Turnover Period](index=18&type=section&id=%E7%87%9F%E9%81%8B%E8%B3%87%E9%87%91%E9%80%B1%E8%BD%89%E6%9C%9F) As of June 30, 2025, the Group's inventory turnover days decreased by 20 days to 155 days, attributed to continuous improvements in global supply chain production planning and logistics delivery times Working Capital Turnover Days | Indicator | June 30, 2025 (Days) | June 30, 2024 (Days) | Change (Days) | | :--- | :--- | :--- | :--- | | Inventory Turnover Days | 155 | 175 | (20) | | Trade Receivables Turnover Days | 36 | 37 | (1) | | Trade Payables Turnover Days | 43 | 49 | (6) | - The decrease in inventory turnover days was mainly due to continuous improvements in global supply chain production planning and logistics delivery times[61](index=61&type=chunk) [Material Investments and Future Plans](index=18&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E5%8F%8A%E6%9C%AA%E4%BE%86%E8%A8%88%E5%8A%83) The Group made no material investments, acquisitions, or disposals in H1 2025, with future plans focused on the construction of new infant formula base powder facilities in the Netherlands and expansion of the nutrition business - No material investments, acquisitions, or disposals during H1 2025[63](index=63&type=chunk) - Future plans primarily involve implementing the Group's strategy to construct new infant formula base powder facilities and other related facilities in the Netherlands, while also expanding the nutrition business[68](index=68&type=chunk) [Treasury Policy and Financial Resources](index=18&type=section&id=%E5%BA%AB%E5%8B%99%E6%94%BF%E7%AD%96%E8%88%87%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) The Group adopts a prudent treasury policy, investing surplus funds in low-risk financial instruments, and benefits from guarantees by its ultimate shareholder, Yili Group, for favorable bank financing to support business development - Prudent treasury policy, investing surplus funds in time deposits with reputable commercial banks or low-risk financial instruments[65](index=65&type=chunk) Financial Resources Overview | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Bank Borrowings | (2,610.5) | (2,137.7) | | Net Debt | (793.3) | (598.1) | | Total Assets | 10,495.0 | 9,662.1 | | Shareholders' Equity | 6,129.2 | 5,721.6 | | Gearing Ratio | 7.6% | 6.2% | | Solvency Ratio | 58.4% | 59.2% | - Ultimate shareholder Yili Group continues to provide corporate guarantees, enabling the Group to renew bank financing facilities on more favorable terms[68](index=68&type=chunk) - As of June 30, 2025, approximately **96.3%** of bank borrowings were denominated in Euro, and **RMB 2,553.9 million** of outstanding borrowings were guaranteed by Yili Group[53](index=53&type=chunk)[69](index=69&type=chunk) [Risk Management](index=20&type=section&id=%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86) The Group actively manages foreign exchange risk through hedging policies, considers interest rate swaps for floating-rate borrowings, and mitigates credit risk by controlling receivables and diversifying customer portfolios - The Group faces foreign exchange risk from fluctuations in HKD, Euro, USD, AUD, or TWD against RMB, and actively manages this through hedging policies[70](index=70&type=chunk) - For bank borrowings bearing floating interest rates, the Group faces market interest rate change risk and will consider entering into interest rate swap or cap contracts to mitigate this risk[72](index=72&type=chunk) - Credit risk is minimized through strict control over outstanding receivables and diversification of the customer portfolio[73](index=73&type=chunk) [Capital Commitments and Contingent Liabilities](index=21&type=section&id=%E8%B3%87%E6%9C%AC%E6%89%BF%E6%93%94%E5%8F%8A%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of June 30, 2025, the Group had contracted but unprovided capital commitments totaling RMB 101.3 million, primarily for property, plant, and equipment, with no significant contingent liabilities at the period-end Capital Commitments | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Plant and Machinery | 98,899 | 108,583 | | Other Intangible Assets | 2,445 | 1,640 | | Land and Buildings | – | 1,201 | | **Total** | **101,344** | **111,424** | - As of June 30, 2025, the Group had no significant contingent liabilities[76](index=76&type=chunk) [Human Resources](index=21&type=section&id=%E4%BA%BA%E5%8A%9B%E8%B3%87%E6%BA%90) As of June 30, 2025, the Group had 3,259 full-time employees with total employee costs of RMB 729.4 million, offering competitive remuneration based on performance and market levels, along with various retirement benefit plans Full-time Employee Count | Region | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Mainland China | 2,281 | 2,345 | | Hong Kong | 8 | 8 | | Netherlands | 686 | 676 | | Australia | 93 | 87 | | Other | 191 | 172 | | **Total** | **3,259** | **3,288** | Employee Costs | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | | :--- | :--- | :--- | | Total Employee Costs | 729.4 | 673.8 | - The company provides Mandatory Provident Fund for Hong Kong employees, defined benefit or defined contribution arrangements for Netherlands and Australia employees, and welfare plans as required by local laws and regulations for employees in China and other countries[77](index=77&type=chunk) [Corporate Governance and Other Information](index=22&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%8F%8A%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) This section details the company's adherence to corporate governance practices, securities trading codes, review of financial statements, and other relevant corporate matters [Corporate Governance Practices and Securities Dealing Code](index=22&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F%E8%88%87%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E5%AE%88%E5%89%87) The company is committed to enhancing corporate governance standards, adopting the Corporate Governance Code and the Model Code for Securities Transactions by Directors of Listed Issuers, and establishing internal guidelines for employee securities trading - The Company has adopted the Corporate Governance Code set out in Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and believes it has complied with the relevant code provisions during H1 2025[78](index=78&type=chunk) - The Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules has been adopted, and all directors have confirmed compliance with the required standards[79](index=79&type=chunk) - A "Code for Employees' Dealings in Securities of the Company" has been established for senior management and employees who may possess unpublished inside information, with terms no less exacting than the Model Code[79](index=79&type=chunk) [Review of Interim Financial Statements](index=22&type=section&id=%E5%AF%A9%E9%96%B1%E4%B8%AD%E6%9C%9F%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) The company's Audit Committee has reviewed this report and the unaudited condensed consolidated interim financial statements for H1 2025, raising no objections to the accounting treatments adopted - The Audit Committee has reviewed this report and the Group's unaudited condensed consolidated interim financial statements for H1 2025, with no objections to the accounting treatments adopted[80](index=80&type=chunk) [Delay in Publication of 2024 Annual Results Announcement and Internal Review](index=22&type=section&id=%E5%BB%B6%E9%81%B2%E7%99%BC%E8%A1%A8%E4%BA%8C%E9%9B%B6%E4%BA%8C%E5%9B%9B%E5%B9%B4%E5%85%A8%E5%B9%B4%E6%A5%AD%E7%B8%BE%E5%85%AC%E5%91%8A%E5%8F%8A%E5%85%A7%E9%83%A8%E6%AA%A2%E8%A8%8E%E6%83%85%E6%B3%81) The board conducted an internal review regarding the brief delay in the 2024 annual results announcement, attributing it to short-term staffing shortages and extensive data processing in the Dutch finance department, with corrective measures already implemented - The 2024 annual results announcement was briefly delayed (**seven business days**), and the auditor issued an unqualified audit opinion on the results[81](index=81&type=chunk)[83](index=83&type=chunk) - Root cause of delay: Short-term staffing shortage in the finance department of the Group's main subsidiary in the Netherlands, affecting the timely provision of audit documents[84](index=84&type=chunk) - Recommended measures: Emergency recruitment of finance staff in the Netherlands, expected to double full-time employees to **6** by October 2025; implementation of system updates and integration to unify all enterprise resource planning systems in the Netherlands for automated reconciliation, expected to be completed by Q1 2026[84](index=84&type=chunk)[86](index=86&type=chunk) - The Board believes the brief delay was an isolated incident, and the recommended measures are appropriate, effective, and sufficient to prevent similar incidents from recurring in the future[87](index=87&type=chunk) [Share Option Scheme](index=25&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) The company adopted a new share option scheme on May 26, 2022, to reward eligible participants, valid for ten years, with total shares issuable not exceeding 10% of the approved issued share capital, and no options granted as of June 30, 2025 - The new share option scheme was approved and adopted on **May 26, 2022**, valid until **May 25, 2032**[88](index=88&type=chunk) - The total number of shares that may be granted under the scheme shall not exceed **10%** of the total issued shares on the date of approval (i.e., **180,854,584 shares**), equivalent to approximately **10.17%** of the issued shares as of June 30, 2025[89](index=89&type=chunk) - As of June 30, 2025, no share options have been granted or agreed to be granted under the new share option scheme[90](index=90&type=chunk) [Directors' and Major Shareholders' Interests](index=26&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E4%B8%BB%E8%A6%81%E8%82%A1%E6%9D%B1%E6%AC%8A%E7%9B%8A) As of June 30, 2025, company directors and chief executives held interests in the company's shares, with Mr. Bartle van der Meer holding approximately 5.38%, and major shareholders including Inner Mongolia Yili Industrial Group Co., Ltd. (60.18%) and Standard Foods Corporation (8.26%) Directors' Long Position in the Company's Ordinary Shares (as of June 30, 2025) | Director's Name | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | | Bartle van der Meer先生 | 95,696,230 | 5.38% | Major Shareholders' Long Position in the Company's Shares (as of June 30, 2025) | Name | Number of Shares | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | | Inner Mongolia Yili Industrial Group Co., Ltd. | 1,070,113,149 | 60.18% | | Standard Foods Corporation | 146,918,271 | 8.26% | | Dutch Dairy Investments HK Limited | 94,187,230 | 5.30% | | Dutch Dairy Investments B.V. | 94,187,230 | 5.30% | | Fan Deming B.V. | 94,187,230 | 5.30% | | Citagri Easter Ltd. | 92,400,738 | 5.20% | | Changsha Kunxin Xinao Equity Investment Partnership (Limited Partnership) | 92,400,738 | 5.20% | | Chengtong CITIC Agriculture Investment Fund | 92,400,738 | 5.20% | | China State-owned Enterprise Structural Adjustment Fund Co., Ltd. | 92,400,738 | 5.20% | | Citagri Nutrition Investment Co., Limited | 92,400,738 | 5.20% | | CITIC Agriculture Fund Management Co., Ltd. | 92,400,738 | 5.20% | | CITIC Agriculture Technology Co., Ltd. | 92,400,738 | 5.20% | | CITIC Limited | 92,400,738 | 5.20% | | CITIC Group Corporation | 92,400,738 | 5.20% | [Purchase, Redemption or Sale of the Company's Listed Securities](index=28&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E8%B4%96%E5%9B%9E%E6%88%96%E5%87%BA%E5%94%AE%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B9%8B%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) In H1 2025, the company repurchased 1,394,000 shares on the Stock Exchange for a total consideration of HKD 2,674,790, aiming to enhance long-term shareholder value, with all repurchased shares cancelled within the reporting period H1 2025 Share Repurchase Details | Month of Repurchase | Total Number of Shares Repurchased | Highest Repurchase Price (HKD) | Lowest Repurchase Price (HKD) | Total Consideration Paid (HKD) | | :--- | :--- | :--- | :--- | :--- | | January | 118,000 | 1.89 | 1.84 | 220,190 | | April | 674,000 | 1.96 | 1.91 | 1,309,920 | | May | 602,000 | 1.95 | 1.85 | 1,144,680 | | **Total** | **1,394,000** | – | – | **2,674,790** | - Repurchased shares aim to enhance long-term shareholder value and were cancelled within the reporting period[96](index=96&type=chunk)[102](index=102&type=chunk) [Dividend Distribution](index=29&type=section&id=%E8%82%A1%E6%81%AF%E5%88%86%E6%B4%BE) The Board does not recommend the payment of an interim dividend for H1 2025 - The Board does not recommend the payment of an interim dividend for H1 2025[99](index=99&type=chunk) [Changes in Directors' Information and Post-Reporting Period Events](index=29&type=section&id=%E8%91%A3%E4%BA%8B%E8%B3%87%E6%96%99%E8%AE%8A%E5%8B%95%E5%8F%8A%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) In H1 2025, Mr. Ma Ji resigned as CFO of "Yunquna" and joined Yuanli Juhe (Chongqing) Information Technology Co., Ltd. as CFO, with no other significant post-reporting period events affecting the Group - Mr. Ma Ji resigned as CFO of "Yunquna" in January 2025 and joined Yuanli Juhe (Chongqing) Information Technology Co., Ltd. as CFO in February 2025[100](index=100&type=chunk) - Save as disclosed elsewhere in this report, there have been no significant events affecting the Group subsequent to H1 2025 and up to the date of this report[101](index=101&type=chunk) [Unaudited Condensed Interim Financial Statements](index=28&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E4%B8%AD%E6%9C%9F%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) This section presents the unaudited condensed interim financial statements, including the income statement, statement of comprehensive income, statement of financial position, statement of changes in equity, and cash flow statement for the interim period [Condensed Consolidated Interim Income Statement](index=30&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E4%B8%AD%E6%9C%9F%E6%90%8D%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the Group's revenue was RMB 3,886,787 thousand, a 5.6% increase, with profit attributable to equity holders of the Company at RMB 180,454 thousand and basic earnings per share of 10.14 RMB cents Summary of Condensed Consolidated Interim Income Statement | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 3,886,787 | 3,681,063 | | Cost of Sales | (2,259,102) | (2,083,374) | | Gross Profit | 1,627,685 | 1,597,689 | | Selling and Distribution Expenses | (1,013,103) | (1,099,080) | | Administrative Expenses | (299,645) | (260,445) | | R&D Expenses | (51,182) | (52,767) | | Operating Profit | 254,203 | 206,761 | | Net Finance Costs | (16,777) | (31,105) | | Profit Before Income Tax | 241,161 | 171,079 | | Income Tax Expense | (60,305) | (21,811) | | Profit for the Period | 180,856 | 149,268 | | Profit Attributable to Equity Holders of the Company | 180,454 | 145,392 | | Basic Earnings Per Share (RMB cents) | 10.14 | 8.17 | [Condensed Consolidated Interim Statement of Comprehensive Income](index=31&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E4%B8%AD%E6%9C%9F%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the Group's profit for the period was RMB 180,856 thousand, with total other comprehensive income of RMB 329,232 thousand, primarily from exchange differences on translation of overseas operations, resulting in total comprehensive income of RMB 510,088 thousand Summary of Condensed Consolidated Interim Statement of Comprehensive Income | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Profit for the Period | 180,856 | 149,268 | | Exchange differences on translation of overseas operations | 372,483 | 49,875 | | Exchange differences on translation of the Company's financial figures | (43,251) | (70,212) | | Total other comprehensive income/(loss) for the period | 329,232 | (20,337) | | Total comprehensive income for the period | 510,088 | 128,931 | | Attributable to equity holders of the Company | 508,546 | 127,715 | [Condensed Consolidated Interim Statement of Financial Position](index=32&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E4%B8%AD%E6%9C%9F%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of June 30, 2025, the Group's total assets were RMB 10,495,008 thousand, total liabilities were RMB 4,309,243 thousand, and total equity was RMB 6,185,765 thousand, with non-current assets mainly comprising property, plant, and equipment, and current assets primarily inventory and receivables Summary of Condensed Consolidated Interim Statement of Financial Position | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total Non-current Assets | 6,309,677 | 5,264,205 | | Total Current Assets | 4,185,331 | 4,397,941 | | **Total Assets** | **10,495,008** | **9,662,146** | | Total Non-current Liabilities | 254,314 | 252,472 | | Total Current Liabilities | 4,054,929 | 3,626,195 | | **Total Liabilities** | **4,309,243** | **3,878,667** | | Equity attributable to equity holders of the Company | 6,129,158 | 5,721,601 | | Non-controlling interests | 56,607 | 61,878 | | **Total Equity** | **6,185,765** | **5,783,479** | [Condensed Consolidated Interim Statement of Changes in Equity](index=34&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E4%B8%AD%E6%9C%9F%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) For the six months ended June 30, 2025, equity attributable to equity holders of the Company increased from RMB 5,721,601 thousand at the beginning of the period to RMB 6,129,158 thousand at the end, mainly due to profit for the period and increased exchange fluctuation reserve, offset by share repurchases and dividends paid Summary of Condensed Consolidated Interim Statement of Changes in Equity | Item | 2025年6月30日 (RMB thousand) | | :--- | :--- | | Subtotal attributable to equity holders of the Company at beginning of period | 5,721,601 | | Profit for the year | 180,454 | | Exchange differences on translation | 328,092 | | Shares repurchased | (2,473) | | Final dividend paid for 2024 | (98,516) | | Subtotal attributable to equity holders of the Company at end of period | 6,129,158 | [Condensed Consolidated Interim Cash Flow Statement](index=35&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E4%B8%AD%E6%9C%9F%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) For the six months ended June 30, 2025, the Group generated net cash from operating activities of RMB 276,973 thousand, used net cash of RMB 689,780 thousand in investing activities, and generated net cash of RMB 91,473 thousand from financing activities, with cash and cash equivalents at period-end totaling RMB 945,078 thousand Summary of Condensed Consolidated Interim Cash Flow Statement | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net cash generated from operating activities | 276,973 | 206,925 | | Net cash used in investing activities | (689,780) | (128,704) | | Net cash generated from financing activities | 91,473 | 52,000 | | Net (decrease)/increase in cash and cash equivalents | (321,334) | 130,221 | | Cash and cash equivalents at beginning of period | 1,214,703 | 2,037,602 | | Cash and cash equivalents at end of period | 945,078 | 2,185,267 | [Notes to the Condensed Consolidated Interim Financial Statements](index=36&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E4%B8%AD%E6%9C%9F%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) This section provides detailed notes to the condensed consolidated interim financial statements, covering company information, accounting policies, financial risk management, operating segment information, revenue from customer contracts, expenses by nature, other income/losses, income tax, earnings per share, non-current assets, inventory, receivables, payables, share capital, and related party transactions [Company Information and Basis of Preparation](index=36&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99%E5%8F%8A%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96) Ausnutria Dairy Corporation Ltd. was incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange, primarily engaged in R&D, production, marketing, and distribution of dairy and nutrition products, with interim financial statements prepared under IAS 34 in RMB - The Company was incorporated in the Cayman Islands on **June 8, 2009**, and its shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited since **October 8, 2009**[115](index=115&type=chunk) - The Group is principally engaged in the research and development, production, marketing, and distribution of dairy products and related products, as well as nutrition products to its global customers[116](index=116&type=chunk) - The condensed consolidated interim financial statements are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" issued by the International Accounting Standards Board and presented in RMB[117](index=117&type=chunk) [Changes in Accounting Policies and Estimates](index=36&type=section&id=%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96%E8%AE%8A%E5%8B%95%E5%8F%8A%E4%BC%B0%E8%A8%88) The Group first adopted IAS 21 (amended) "Lack of Exchangeability" with no significant impact expected, and management's significant judgments and estimation uncertainties remain consistent with the prior year's consolidated financial statements - The Group first adopted IAS 21 (amended) "Lack of Exchangeability," with no significant impact expected on prior or future periods[118](index=118&type=chunk) - The significant judgments made by management in applying the accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 2024[121](index=121&type=chunk) [Financial Risk Management](index=37&type=section&id=%E8%B2%A1%E5%8B%99%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86) The Group faces market risk (foreign currency and interest rate), credit risk, and liquidity risk, with no significant changes in risk management policies since the period-end, and manages liquidity risk through maturity analysis of financial liabilities - The Group is exposed to market risk (including foreign currency risk and interest rate risk), credit risk, and liquidity risk, with no significant changes in major risk management policies since the period-end[122](index=122&type=chunk)[123](index=123&type=chunk) Financial Liabilities Liquidity Risk Analysis (as of June 30, 2025) | Maturity Group | Less than 3 months (RMB thousand) | 3 months to less than 12 months (RMB thousand) | 1 to 5 years (RMB thousand) | Over 5 years (RMB thousand) | Total (RMB thousand) | Carrying Amount (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Lease Liabilities | 6,720 | 20,159 | 45,934 | 47,042 | 119,855 | 115,240 | | Bank Borrowings and Accrued Interest | 16,835 | 2,651,958 | – | – | 2,668,793 | 2,610,485 | | Trade and Bills Payables | 541,536 | 34 | – | – | 541,570 | 541,570 | | Financial Liabilities from Other Payables and Accrued Expenses | 354,582 | 82,493 | – | – | 437,075 | 437,075 | | **Total** | **919,673** | **2,754,644** | **45,934** | **47,042** | **3,767,293** | **3,704,370** | - Fair value measurements of financial instruments use a three-level hierarchy, with financial assets measured at fair value through profit or loss classified as Level 3, whose fair value is determined based on the market approach[127](index=127&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) [Operating Segment Information](index=40&type=section&id=%E7%B6%93%E7%87%9F%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group operates in two reportable segments: dairy products and related products, and nutrition products, with segment performance assessed based on reportable segment profit, excluding certain financial items and unallocated corporate expenses - The Group has two reportable segments: dairy products and related products segment (including formula milk powder products) and nutrition products segment (primarily including probiotic-related products and stomach-nourishing powder products)[131](index=131&type=chunk) H1 2025 Operating Segment Revenue | Segment | Sales to External Customers (RMB thousand) | | :--- | :--- | | Dairy Products and Related Products | 3,731,253 | | Nutrition Products | 155,534 | | **Total** | **3,886,787** | - Segment performance is assessed based on reportable segment profit, consistent with the Group's profit before tax, but excludes interest income, non-lease related finance costs, and unallocated head office and corporate expenses[131](index=131&type=chunk) - Non-current assets are primarily located in the Netherlands (**RMB 3,754,970 thousand**) and China (**RMB 2,029,434 thousand**)[137](index=137&type=chunk) [Revenue from Contracts with Customers](index=43&type=section&id=%E4%BE%86%E8%87%AA%E5%AE%A2%E6%88%B6%E5%90%88%E7%B4%84%E4%B9%8B%E6%94%B6%E5%85%A5) In H1 2025, the Group's total revenue from customer contracts was RMB 3,886,787 thousand, primarily from goods sold and recognized at a point in time, with China contributing the largest share, followed by Europe and the Middle East H1 2025 Revenue Breakdown (by Goods/Service Category) | Category | Revenue (RMB thousand) | | :--- | :--- | | Sale of Goods | 3,879,809 | | Provision of Services | 6,978 | | **Total** | **3,886,787** | H1 2025 Revenue Breakdown (by Geographical Market) | Geographical Market | Revenue (RMB thousand) | | :--- | :--- | | China | 2,575,652 | | Europe | 721,412 | | Middle East | 295,817 | | North and South America | 182,858 | | Southeast Asia | 48,249 | | Australia | 38,520 | | Other | 24,279 | | **Total** | **3,886,787** | - Revenue recognition timing is primarily "at a point in time" for sale of goods revenue[140](index=140&type=chunk) [Expenses by Nature](index=45&type=section&id=%E6%8C%89%E6%80%A7%E8%B3%AA%E5%8A%83%E5%88%86%E4%B9%8B%E9%96%8B%E6%94%AF) In H1 2025, the Group's total expenses were RMB 3,623,032 thousand, with major components being raw materials, packaging, consumables, and purchased goods (RMB 1,792,126 thousand) and employee benefit expenses (RMB 729,386 thousand) H1 2025 Major Expenses | Expense Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Raw materials, packaging materials, consumables used and goods purchased | 1,792,126 | 1,580,822 | | Employee benefit expenses | 729,386 | 673,779 | | Advertising and promotion expenses | 551,807 | 673,898 | | Depreciation of property, plant and equipment | 87,297 | 74,571 | | Amortisation of other intangible assets | 55,143 | 42,447 | | Write-down of inventories to net realisable value | 26,543 | 59,800 | | **Total** | **3,623,032** | **3,495,666** | - Employee benefit expenses include wages, salaries, and staff costs (**RMB 494,461 thousand**), temporary staff costs (**RMB 123,207 thousand**), and contributions to retirement benefit schemes and other social security costs (**RMB 76,682 thousand**)[143](index=143&type=chunk) [Other Income, Other (Losses)/Gains, Net](index=46&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5%E3%80%81%E5%85%B6%E4%BB%96%EF%BC%88%E虧%E6%90%8D%EF%BC%89%EF%BC%8F%E6%94%B6%E7%9B%8A%E6%B7%A8%E9%A1%8D) In H1 2025, the Group's total other income was RMB 37,696 thousand, mainly from interest income, government grants, and rental income, while net other losses of RMB 41,750 thousand were primarily due to net foreign exchange losses H1 2025 Other Income, Other (Losses)/Gains, Net | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Interest income | 17,706 | 20,991 | | Government grants | 14,655 | 17,883 | | Rental income | 5,335 | 2,044 | | **Total Other Income** | **37,696** | **40,918** | | Net foreign exchange losses | (30,128) | (18,243) | | Charitable donations | (2,957) | (883) | | Other losses | (8,665) | (284) | | **Total Other Losses, Net** | **(41,750)** | **(19,410)** | [Income Tax](index=46&type=section&id=%E6%89%80%E5%BE%97%E7%A8%85) In H1 2025, the Group's effective income tax rate increased from 12.7% to 25.0%, mainly due to increased non-deductible expenses and Pillar Two rules, with Chinese subsidiaries enjoying a 15% preferential tax rate and Dutch subsidiaries a 9% rate on IP-related profits - The effective income tax rate increased from **12.7%** in H1 2024 to **25.0%** in H1 2025, mainly due to increased non-deductible expenses during the period and the impact of Pillar Two rules[55](index=55&type=chunk) - High-tech enterprises in mainland China (such as Ausnutria China, Jinqiao Biotechnology Co., Ltd., and Anhui Jinqiao Biotechnology Co., Ltd.) enjoy a **15%** preferential corporate income tax rate[147](index=147&type=chunk) - Dutch subsidiary Ausnutria B.V. Group enjoys a **9%** preferential tax rate on profits generated from eligible intellectual property[148](index=148&type=chunk) - The OECD Pillar Two legislative template became effective in the Netherlands and Australia from **January 1, 2024**, and will be effective in Hong Kong and the United Arab Emirates from **January 1, 2025**[150](index=150&type=chunk) H1 2025 Income Tax Expense | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Current income tax | 32,306 | 22,298 | | Deferred income tax | 27,999 | (487) | | **Total tax expense for the period** | **60,305** | **21,811** | [Earnings Per Share Attributable to Equity Holders of the Company](index=48&type=section&id=%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%AC%8A%E7%9B%8A%E6%8C%81%E6%9C%89%E4%BA%BA%E6%87%89%E4%BD%B5%E6%AF%8F%E8%82%A1%E7%9B%88%E5%88%A9) For the six months ended June 30, 2025, profit attributable to equity holders of the Company was RMB 180,454 thousand, with basic and diluted earnings per share both at 10.14 RMB cents, higher than 8.17 RMB cents in H1 2024 Earnings Per Share Details | Indicator | 2025 (RMB thousand/share) | 2024 (RMB thousand/share) | | :--- | :--- | :--- | | Profit attributable to equity holders of the Company used in calculating basic and diluted earnings per share | 180,454 | 145,392 | | Weighted average number of ordinary shares outstanding during the period used in calculating basic earnings per share | 1,778,964,503 | 1,780,111,841 | | Basic earnings per share (RMB cents) | 10.14 | 8.17 | | Diluted earnings per share (RMB cents) | 10.14 | 8.17 | [Property, Plant and Equipment, Right-of-Use Assets, Investment Properties, Goodwill and Other Intangible Assets](index=49&type=section&id=%E7%89%A9%E6%A5%AD%E3%80%81%E5%BB%A0%E6%88%BF%E5%8F%8A%E8%A8%AD%E5%82%99%E3%80%81%E4%BD%BF%E7%94%A8%E6%AC%8A%E8%B3%87%E7%94%A2%E3%80%81%E6%8A%95%E8%B3%87%E7%89%A9%E6%A5%AD%E3%80%81%E5%95%86%E8%AD%BD%E4%BB%A5%E5%8F%8A%E5%85%B6%E4%BB%96%E7%84%A1%E5%BD%A2%E8%B3%87%E7%94%A2) As of June 30, 2025, the Group's net book value of property, plant, and equipment was RMB 3,603,241 thousand, goodwill was RMB 399,221 thousand, and other intangible assets were RMB 513,762 thousand, with increases primarily due to additions and exchange adjustments Net Book Value of Non-current Assets (as of June 30, 2025) | Asset Category | June 30, 2025 (RMB thousand) | | :--- | :--- | | Property, Plant and Equipment | 3,603,241 | | Right-of-Use Assets | 183,122 | | Investment Properties | 142,873 | | Goodwill | 399,221 | | Other Intangible Assets | 513,762 | - During the period, additions to property, plant and equipment amounted to **RMB 144,734 thousand**, and were positively impacted by exchange adjustments of **RMB 291,801 thousand**[158](index=158&type=chunk) [Inventories](index=49&type=section&id=%E5%AD%98%E8%B2%A8) As of June 30, 2025, the Group's total inventories were RMB 1,926,895 thousand, slightly lower than December 31, 2024, with finished goods constituting the largest portion at RMB 1,323,868 thousand Inventory Composition (as of June 30, 2025) | Inventory Category | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Raw materials | 246,620 | 383,316 | | Finished goods | 1,323,868 | 1,282,496 | | Work-in-progress | 339,220 | 182,825 | | Other | 17,187 | 81,614 | | **Total** | **1,926,895** | **1,930,251** | [Trade and Bills Receivables](index=50&type=section&id=%E6%87%89%E6%94%B6%E8%B3%AC%E6%AC%BE%E5%8F%8A%E7%A5%A8%E6%93%9A) As of June 30, 2025, the Group's net trade and bills receivables increased to RMB 854,176 thousand, with credit terms generally ranging from one to six months and strict control maintained over outstanding amounts Trade and Bills Receivables (as of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade receivables from third parties | 808,836 | 636,973 | | Trade receivables from related parties | 83,856 | 87,834 | | Bills receivables | 6,920 | 5,339 | | Less: Impairment provision for trade receivables | (45,436) | (40,568) | | **Net** | **854,176** | **689,578** | - The Group generally grants credit terms of **one to six months** to customers and strives to maintain strict control over outstanding receivables[161](index=161&type=chunk) - Trade receivables are non-interest bearing and have no high concentration of credit risk[161](index=161&type=chunk) [Trade and Bills Payables](index=51&type=section&id=%E6%87%89%E4%BB%98%E8%B3%AC%E6%AC%BE%E5%8F%8A%E7%A5%A8%E6%93%9A) As of June 30, 2025, the Group's total trade and bills payables were RMB 541,570 thousand, primarily due within twelve months, and are non-interest bearing and typically settled within twelve months Ageing Analysis of Trade and Bills Payables (as of June 30, 2025) | Ageing | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 12 months | 541,536 | 529,186 | | Over 12 months | 34 | 4,759 | | **Total** | **541,570** | **533,945** | - Trade payables are non-interest bearing and are normally settled within **twelve months**[164](index=164&type=chunk) [Share Capital](index=51&type=section&id=%E8%82%A1%E6%9C%AC) As of June 30, 2025, the company's issued and fully paid share capital comprised 1,778,144,841 shares with a par value of HKD 0.10, totaling RMB 154,044 thousand, after repurchasing and cancelling 1,394,000 ordinary shares during the period Share Capital Overview (as of June 30, 2025) | Item | Number of Issued Shares (thousand shares) | Share Capital (RMB thousand) | | :--- | :--- | :--- | | December 31, 2024 (audited) | 1,779,539 | 154,173 | | Shares cancelled | (1,394) | (129) | | **June 30, 2025 (unaudited)** | **1,778,145** | **154,044** | - The Company repurchased and cancelled **1,394,000 ordinary shares** during H1 2025, totaling approximately **HKD 2,674,790** (equivalent to **RMB 2,473,185**)[166](index=166&type=chunk) [Related Party Transactions](index=52&type=section&id=%E9%97%9C%E8%81%AF%E6%96%B9%E4%BA%A4%E6%98%93) The Group engages in various related party transactions with its ultimate holding company Yili Group and its subsidiaries, associates, and joint ventures, including product sales and purchases, service provision, and interest income, with Yili Group guaranteeing RMB 2,553,936 thousand of the Group's bank loans as of June 30, 2025 H1 2025 Major Related Party Transactions | Transaction Type | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Purchase of products from Yili Group's subsidiaries | 89,500 | 25,085 | | Sale of products to Yili Group's subsidiaries | 46,086 | 5,448 | | Provision of services to Yili Group's subsidiaries | 6,978 | 2,888 | | Purchase of products and services from the Group's associates and joint ventures | 63,617 | 168,808 | | Sale of products to the Group's associates and joint ventures | 17,703 | 160,985 | Amounts Due from/to Related Parties (as of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade and bills receivables (related parties) | 83,856 | 87,834 | | Prepayments, other receivables and other assets (related parties) | 2,920 | 1,422 | | Short-term deposits with a subsidiary of Yili Group | 99,393 | 103,361 | | Trade and bills payables (related parties) | 47,753 | 31,837 | | Other payables and accrued expenses (related parties) | – | 5,000 | - As of June 30, 2025, **RMB 2,553,936 thousand** of bank loans were guaranteed by corporate guarantees executed by the ultimate holding company, Yili Group[172](index=172&type=chunk) Key Management Personnel Compensation | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Salaries, allowances and benefits in kind | 4,163 | 7,557 | | Retirement benefit contributions | 263 | 396 | | **Total** | **4,426** | **7,953** |

中期報告 2025 重要提示 五、 董事會決議通過的本報告期利潤分配預案或公積金轉增股本預案 公司 2025 年中期利潤分配預案如下：公司擬採用現金分紅方式，以 2025 年 6 月 3 0 日的股本總數 7,756,694,797股為基數，向全體股東每10股派發現金紅利人民幣1.65元（含稅）。該預案尚需提交本公司股 東大會審議批准。 六、 前瞻性陳述的風險聲明 本報告所涉及的未來計劃、發展戰略等前瞻性描述不構成本公司對投資者的實質承諾，敬請投資者注意投資 風險。 七、 是否存在被控股股東及其他關聯方非經營性佔用資金的情況 否 八、 是否存在違反規定決策程序對外提供擔保的情況 否 九、 是否存在半數以上董事無法保證公司所披露半年度報告的真實性、準確性和完整性的情況 否 一、 本公司董事會、監事會及董事、監事、高級管理人員保證半年度報告內容的真實性、準確性、完整性，不存 在虛假記載、誤導性陳述或重大遺漏，並承擔個別和連帶的法律責任。 二、 本報告經公司第三屆董事會第十七次會議審議通過。公司全體董事出席董事會會議，未有董事對本報告提出 異議。 三、 本半年度報告未經審計。公司按照中國企業會計準則及國際財務報告準 ...

[Cover Page](index=1&type=section&id=Cover%20Page) [Interim Report Highlights](index=2&type=section&id=Interim%20Report%20Highlights) For the six months ended June 30, 2025, the company's revenue decreased by 11.97% year-on-year, operating loss and loss attributable to ordinary equity holders significantly increased, and loss per share expanded. The Board resolved not to declare an interim dividend Key Financial Data for H1 2025 (Unaudited) | Item | H1 2025 (RMB thousands) | Year-on-year Change | H1 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | | Revenue | 3,019,320 | -11.97% | 3,429,871 | | Operating Loss | (1,137,652) | Loss increased by 781,953 | (355,699) | | Loss Attributable to Ordinary Equity Holders | (1,647,124) | Loss increased by 877,544 | (769,580) | | Loss Per Share (RMB) | (0.4892) | Expanded | (0.2286) | - The company's core operating performance after tax (excluding fair value change losses) recorded a loss of **RMB 1,475,877,000**, an increase in loss of **RMB 889,450,000** year-on-year[2](index=2&type=chunk) - Fair value change loss on investment properties (after tax) for the period was **RMB 171,247,000**[2](index=2&type=chunk) - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025[2](index=2&type=chunk) [Interim Condensed Consolidated Financial Statements](index=3&type=section&id=Interim%20Condensed%20Consolidated%20Financial%20Statements) [Interim Condensed Consolidated Balance Sheet](index=3&type=section&id=Interim%20Condensed%20Consolidated%20Balance%20Sheet) As of June 30, 2025, the company's total assets and total liabilities both decreased, with net assets and equity attributable to ordinary equity holders also declining, reflecting operating losses and asset disposals during the reporting period Key Consolidated Balance Sheet Data (RMB thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Total Assets | 54,315,622 | 57,619,449 | | Total Liabilities | 37,080,146 | 39,268,837 | | Net Assets | 17,235,476 | 18,350,612 | | Equity Attributable to Ordinary Equity Holders of the Company | 14,636,281 | 16,283,405 | - The net book value of investment properties within non-current assets decreased to **RMB 16,063,579 thousand** at period-end from **RMB 16,297,009 thousand** at period-start[4](index=4&type=chunk) - The net book value of properties under development within current assets decreased to **RMB 8,141,167 thousand** at period-end from **RMB 8,680,201 thousand** at period-start[4](index=4&type=chunk) - Long-term borrowings within non-current liabilities increased to **RMB 16,818,846 thousand** at period-end from **RMB 15,645,024 thousand** at period-start[5](index=5&type=chunk) [Interim Condensed Consolidated Income Statement](index=5&type=section&id=Interim%20Condensed%20Consolidated%20Income%20Statement) During the reporting period, the company's revenue decreased year-on-year, increased cost of sales led to a gross loss, and operating loss and loss for the period significantly expanded, mainly due to higher cost of sales, impairment losses on financial assets, and fair value changes in investment properties Key Consolidated Income Statement Data (RMB thousands) | Item | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 3,019,320 | 3,429,871 | | Cost of Sales | (3,327,281) | (2,941,989) | | Gross (Loss)/Profit | (307,961) | 487,882 | | Operating Loss | (1,137,652) | (355,699) | | Loss Before Income Tax | (1,609,845) | (706,872) | | Loss for the Period | (1,765,459) | (880,432) | | Loss Attributable to Ordinary Equity Holders of the Company | (1,647,124) | (769,580) | | Loss Per Share (RMB cents) | (48.92) | (22.86) | - Cost of sales increased year-on-year from **RMB 2,941,989 thousand** to **RMB 3,327,281 thousand**, resulting in a shift from gross profit to gross loss[8](index=8&type=chunk) - Net impairment losses on financial assets were **RMB 60,932 thousand**, a decrease from **RMB 133,539 thousand** in the prior period[8](index=8&type=chunk) - Net finance costs increased to **RMB (473,734) thousand** from **RMB (350,972) thousand** in the prior period[8](index=8&type=chunk) [Interim Condensed Consolidated Statement of Comprehensive Income](index=6&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) During the reporting period, the company's total comprehensive loss for the period significantly increased to RMB 1,765,459 thousand from RMB 880,432 thousand in the prior period, with no other comprehensive income Key Consolidated Statement of Comprehensive Income Data (RMB thousands) | Item | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Loss for the Period | (1,765,459) | (880,432) | | Other Comprehensive Income | – | – | | Total Comprehensive Loss for the Period | (1,765,459) | (880,432) | | Attributable to Ordinary Equity Holders of the Company | (1,647,124) | (769,580) | [Interim Condensed Consolidated Statement of Changes in Equity](index=7&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) As of June 30, 2025, the company's total equity decreased due to the loss for the period, but non-controlling interests increased due to capital contributions from minority shareholders, partially offsetting the impact of the loss on total equity Key Consolidated Statement of Changes in Equity Data (RMB thousands) | Item | June 30, 2025 | January 1, 2025 | | :--- | :--- | :--- | | Share Capital | 3,367,020 | 3,367,020 | | Other Reserves | 4,830,304 | 4,830,304 | | Retained Earnings | 6,438,957 | 8,086,081 | | Equity Attributable to Ordinary Equity Holders of the Company | 14,636,281 | 16,283,405 | | Non-controlling Interests | 2,599,195 | 2,067,207 | | Total Equity | 17,235,476 | 18,350,612 | - Equity attributable to ordinary equity holders of the Company decreased from **RMB 16,283,405 thousand** at period-start to **RMB 14,636,281 thousand** at period-end, primarily due to a loss for the period of **RMB 1,647,124 thousand**[13](index=13&type=chunk) - Non-controlling interests increased by **RMB 706,015 thousand**, mainly from capital contributions by minority shareholders[13](index=13&type=chunk) [Interim Condensed Consolidated Cash Flow Statement](index=8&type=section&id=Interim%20Condensed%20Consolidated%20Cash%20Flow%20Statement) During the reporting period, the company's operating cash flow significantly improved from a net outflow, investment cash flow turned into a net outflow, and financing cash outflow decreased, leading to a narrower net decrease in cash and cash equivalents Key Consolidated Cash Flow Statement Data (RMB thousands) | Item | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (65,230) | (456,580) | | Net Cash (Used in)/Generated from Investing Activities | (55,692) | 16,822 | | Net Cash Used in Financing Activities | (425,065) | (764,002) | | Net Decrease in Cash and Cash Equivalents | (545,987) | (1,203,760) | | Cash and Cash Equivalents at End of Period | 6,237,377 | 7,301,722 | - Cash generated from operating activities increased from **RMB 289,286 thousand** to **RMB 1,129,058 thousand**, but a significant increase in income tax paid resulted in net cash used in operating activities remaining negative[15](index=15&type=chunk) - Proceeds from borrowings and bond issuance were **RMB 2,253,850 thousand**, while repayment of borrowings and bonds was **RMB 2,478,779 thousand**, indicating that financing activities were primarily focused on repayments[15](index=15&type=chunk) [Notes to the Interim Condensed Consolidated Financial Information](index=9&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Information) [1. General Information](index=9&type=section&id=1.%20General%20Information) Beijing North Star Company Limited was established in China in 1997 as part of the restructuring of state-owned North Star Group, and is listed on the HKEX and SSE, primarily engaging in convention and exhibition (including hotel) and commercial property, and real estate development - The Company was established in China on April 2, 1997, as part of the restructuring of Beijing North Star Industrial Group Co, Ltd (North Star Group), a state-owned enterprise[17](index=17&type=chunk) - The principal activities of the Company and its subsidiaries (the Group) are convention and exhibition (including hotel) and commercial property, and real estate development in China[18](index=18&type=chunk) - This interim condensed consolidated financial information has been reviewed but not audited[19](index=19&type=chunk) [2. Basis of Preparation](index=9&type=section&id=2.%20Basis%20of%20Preparation) The interim financial information is prepared in accordance with HKAS 34 'Interim Financial Reporting' issued by the HKICPA and applicable listing rule disclosure requirements, and should be read in conjunction with the annual consolidated financial statements - The interim financial information has been prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the Hong Kong Institute of Certified Public Accountants and all applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[20](index=20&type=chunk) [3. Accounting Policies](index=9&type=section&id=3.%20Accounting%20Policies) The accounting policies used to prepare the interim financial information are consistent with those in the 2024 annual consolidated financial statements, except for the adoption of amendments to HKAS 21 'Lack of Exchangeability', which had no significant impact on the interim financial information - The accounting policies adopted in the preparation of this interim financial information are consistent with those applied in the Group's consolidated financial statements for the year ended December 31, 2024, except for the adoption of amendments to Hong Kong Accounting Standard 21 'Lack of Exchangeability'[21](index=21&type=chunk)[22](index=22&type=chunk) - The adoption of these amendments did not have a significant impact on the Group's interim financial information[23](index=23&type=chunk) [4. Estimates](index=10&type=section&id=4.%20Estimates) The preparation of interim financial information involves management's judgments, estimates, and assumptions regarding the application of accounting policies and the amounts of assets, liabilities, income, and expenses, with the primary sources of estimation uncertainty being the same as those in the 2024 annual consolidated financial statements - The significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied in the Group's consolidated financial statements for the year ended December 31, 2024[24](index=24&type=chunk) [5. Financial Risk Management](index=10&type=section&id=5.%20Financial%20Risk%20Management) The Group is exposed to market, credit, and liquidity risks, with no changes in risk management policies since year-end, and liquidity risk analysis showing an increase in contractual cash flows for short-term borrowings and payables [5.1. Financial Risk Factors](index=10&type=section&id=5.1.%20Financial%20Risk%20Factors) - The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk, cash flow interest rate risk, and fair value interest rate risk), credit risk, and liquidity risk[25](index=25&type=chunk) - There have been no changes in the risk management policies since year-end[26](index=26&type=chunk) [5.2. Liquidity Risk](index=10&type=section&id=5.2.%20Liquidity%20Risk) Maturity Analysis of Contractual Cash Flows of Non-Derivative Financial Liabilities (RMB thousands) | Maturity Group | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Less than 1 year | 14,511,236 | 14,101,891 | | 1 to 2 years | 7,042,651 | 11,529,267 | | 2 to 5 years | 5,301,965 | 4,912,194 | | More than 5 years | 8,523,922 | 9,792,065 | | Total | 35,379,774 | 40,335,417 | - As of June 30, 2025, borrowings (including interest payable) due within 1 year were **RMB 4,647,594 thousand**, and trade and other payables and borrowings/amounts from other parties (including interest) were **RMB 9,846,256 thousand**[28](index=28&type=chunk) [5.3. Fair Value Estimation](index=11&type=section&id=5.3.%20Fair%20Value%20Estimation) - As of June 30, 2025, and December 31, 2024, the Group had no assets measured at fair value other than investment properties[31](index=31&type=chunk) - There were no transfers between levels during the period, and no changes in valuation techniques[32](index=32&type=chunk)[33](index=33&type=chunk) [6. Segment Information](index=11&type=section&id=6.%20Segment%20Information) The company's main businesses are divided into convention and exhibition (including hotel) and commercial property, and real estate development. During the reporting period, revenue from convention and exhibition and commercial property increased, while real estate development revenue decreased. Segment loss primarily stemmed from real estate development - The Board assesses business from a product and service perspective, with main segments being convention and exhibition (including hotel) and commercial property, and real estate development[36](index=36&type=chunk) Revenue from External Customers (RMB thousands) | Segment | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Convention and Exhibition (including Hotel) and Commercial Property | 1,476,714 | 1,248,098 | | Real Estate Development | 1,461,344 | 2,079,049 | | Other Segments | 81,262 | 102,724 | | **Total Revenue** | **3,019,320** | **3,429,871** | Adjusted Profit/(Loss) Before Income Tax (RMB thousands) | Segment | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Convention and Exhibition (including Hotel) and Commercial Property | 201,526 | 198,372 | | Real Estate Development | (1,606,723) | (801,340) | | Other Segments | (26,631) | (34,567) | | **Total** | **(1,431,828)** | **(637,535)** | - As of June 30, 2025, total segment assets were **RMB 40,283,161 thousand**, and total segment liabilities were **RMB 21,535,488 thousand**[42](index=42&type=chunk) [7. Right-of-use Assets, Property, Plant and Equipment and Investment Properties](index=17&type=section&id=7.%20Right-of-use%20Assets,%20Property,%20Plant%20and%20Equipment%20and%20Investment%20Properties) During the reporting period, fair value losses on investment properties amounted to RMB 228,821 thousand, leading to a decrease in their net book value. The company's investment properties are valued by independent professional valuers using the income capitalization approach and discounted cash flow projections [7.1. Fair Value Hierarchy](index=18&type=section&id=7.1.%20Fair%20Value%20Hierarchy) Fair Value Measurement of Investment Properties (Level 3, RMB thousands) | Type of Investment Property | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Office Buildings | 6,502,900 | 6,581,900 | | Apartments | 2,063,360 | 2,115,270 | | Convention Centers | 3,995,000 | 4,009,000 | | Shopping Malls | 3,496,200 | 3,578,600 | | Others | 6,119 | 12,239 | | **Total** | **16,063,579** | **16,297,009** | - There were no transfers between Level 1, 2, and 3 during the period[53](index=53&type=chunk) [7.2. Valuation Process](index=18&type=section&id=7.2.%20Valuation%20Process) - The Group's investment properties were valued by independent professional valuer, Rui Feng Appraisal Consulting Co, Ltd, as of June 30, 2025[54](index=54&type=chunk) - The Group's finance department has a team responsible for reviewing the valuations of independent valuers for financial reporting purposes, reporting directly to the Chief Financial Officer[54](index=54&type=chunk) [7.3. Valuation Techniques](index=19&type=section&id=7.3.%20Valuation%20Techniques) - Office buildings, apartments (excluding Block A), and shopping malls are valued using the income capitalization approach (term and reversion method), primarily employing unobservable inputs such as market rents and capitalization rates[58](index=58&type=chunk) - Convention centers and Block A of apartments are valued using the discounted cash flow projection method, determined by significant unobservable inputs such as future rental cash flows, discount rates, estimated vacancy rates, maintenance costs, capitalization rates, and terminal values[59](index=59&type=chunk) - There were no changes in valuation techniques during the period[59](index=59&type=chunk) [8. Properties Under Development](index=20&type=section&id=8.%20Properties%20Under%20Development) As of June 30, 2025, the net book value of properties under development decreased, primarily due to an increase in accumulated impairment Key Properties Under Development Data (RMB thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Land Use Rights | 5,281,513 | 5,358,373 | | Development Costs and Capitalized Expenses | 2,610,002 | 2,673,900 | | Capitalized Finance Costs | 1,546,487 | 1,517,151 | | Less: Accumulated Impairment | (1,296,835) | (869,223) | | **Total** | **8,141,167** | **8,680,201** | - Accumulated impairment increased from **RMB 869,223 thousand** as of December 31, 2024, to **RMB 1,296,835 thousand** as of June 30, 2025[60](index=60&type=chunk) [9. Trade and Other Receivables and Prepayments](index=20&type=section&id=9.%20Trade%20and%20Other%20Receivables%20and%20Prepayments) As of June 30, 2025, total trade and other receivables decreased, mainly due to a significant reduction in other receivables in the non-current portion, coupled with an increase in allowance for doubtful debts for trade receivables [9.1. Trade and Other Receivables](index=21&type=section&id=9.1.%20Trade%20and%20Other%20Receivables) Key Trade and Other Receivables Data (RMB thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Trade Receivables – Net | 228,218 | 197,017 | | Amounts Due from Other Related Parties | 300,360 | 830,703 | | Amounts Due from Non-controlling Interests | 655,589 | 693,975 | | Other Receivables – Net | 1,046,041 | 1,216,235 | | **Total** | **1,274,259** | **1,413,252** | - Amounts due from other related parties significantly decreased from **RMB 830,703 thousand** to **RMB 300,360 thousand**[63](index=63&type=chunk) - Allowance for doubtful debts for trade receivables increased from **RMB 84,693 thousand** to **RMB 114,295 thousand**[63](index=63&type=chunk) [9.2. Trade Receivables](index=22&type=section&id=9.2.%20Trade%20Receivables) Aging Analysis of Trade Receivables (RMB thousands) | Aging | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | 0 to 30 days | 65,143 | 125,889 | | 31 to 90 days | 39,516 | 29,836 | | Over 90 days | 237,854 | 125,985 | | **Total** | **342,513** | **281,710** | - Trade receivables over 90 days increased from **RMB 125,985 thousand** to **RMB 237,854 thousand**, indicating a deterioration in the aging structure[64](index=64&type=chunk) - As of June 30, 2025, non-controlling interests are no longer considered related parties[64](index=64&type=chunk) [10. Share Capital](index=22&type=section&id=10.%20Share%20Capital) As of June 30, 2025, the company's registered, issued, and fully paid share capital remained unchanged at RMB 3,367,020 thousand Share Capital (RMB thousands) | Item | December 31, 2024 (Audited) | Changes During the Period | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | :--- | | Registered, Issued, and Fully Paid Share Capital | 3,367,020 | – | 3,367,020 | [11. Trade and Other Payables and Borrowings from Other Parties](index=23&type=section&id=11.%20Trade%20and%20Other%20Payables%20and%20Borrowings%20from%20Other%20Parties) As of June 30, 2025, total trade and other payables decreased, but the current portion of borrowings from other parties significantly increased while the non-current portion substantially decreased, reflecting adjustments in debt structure [11.1. Trade and Other Payables](index=23&type=section&id=11.1.%20Trade%20and%20Other%20Payables) Key Trade and Other Payables Data (RMB thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Trade Payables to Third Parties | 4,068,811 | 4,038,985 | | Trade Payables to Related Parties | 34,505 | 625,816 | | Other Payables | 982,762 | 1,002,941 | | **Total** | **5,361,130** | **5,992,601** | - Trade payables to related parties significantly decreased from **RMB 625,816 thousand** to **RMB 34,505 thousand**[68](index=68&type=chunk) - As of June 30, 2025, non-controlling interests are no longer considered related parties[68](index=68&type=chunk) [11.2. Borrowings from Other Parties](index=24&type=section&id=11.2.%20Borrowings%20from%20Other%20Parties) Key Borrowings/Amounts from Other Parties Data (RMB thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Borrowings Due to Non-controlling Interests | 1,350,799 | 2,029,288 | | Amounts Due to North Star Group | 1,448,407 | 1,656,770 | | Asset-backed Special Plans Issued by the Company | 2,885,184 | 2,884,627 | | **Total** | **5,914,684** | **6,807,495** | - Borrowings due to non-controlling interests decreased from **RMB 2,029,288 thousand** to **RMB 1,350,799 thousand**[71](index=71&type=chunk) - The book value of asset-backed special plans issued by the Company was **RMB 2,885,184 thousand**, with an annual interest rate of **5%**[70](index=70&type=chunk) Aging Analysis of Trade Payables to Third Parties and Related Parties (RMB thousands) | Aging | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | 0 to 180 days | 803,263 | 1,499,404 | | 181 to 365 days | 515,678 | 578,138 | | Over 365 days | 2,784,375 | 2,587,259 | | **Total** | **4,103,316** | **4,664,801** | [12. Borrowings](index=26&type=section&id=12.%20Borrowings) As of June 30, 2025, the company's total borrowings slightly decreased, with a reduction in long-term borrowings due within one year and an increase in long-term borrowings, reflecting adjustments in the debt structure. The company issued multiple corporate bonds and medium-term notes, with some investors exercising put options [12.1. Secured and Guaranteed Borrowings](index=26&type=section&id=12.1.%20Secured%20and%20Guaranteed%20Borrowings) - As of June 30, 2025, long-term borrowings of **RMB 13,336,081 thousand** were secured by certain right-of-use assets, investment properties, hotel properties, properties under development, completed properties held for sale, and trade receivables[76](index=76&type=chunk) - Of the secured borrowings, **RMB 3,223,239 thousand** were also guaranteed by the Company[76](index=76&type=chunk) - As of June 30, 2025, the Company had no borrowings guaranteed and secured by subsidiaries (December 31, 2024: **RMB 190,690 thousand**)[77](index=77&type=chunk) [12.2. Corporate Bonds and Medium-Term Notes](index=27&type=section&id=12.2.%20Corporate%20Bonds%20and%20Medium-Term%20Notes) - The Company issued multiple five-year corporate bonds and medium-term notes in 2021, with annual coupon rates ranging from **3.46%** to **3.50%**, and some investors exercised put options at the end of the third year, leading to a reduction in coupon rates[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) - The three-year corporate bond issued on April 17, 2023, was fully sold back to the Company by investors on April 15, 2025, and has been repaid[82](index=82&type=chunk) - Three new bonds were issued in 2025: a three-year corporate bond (**3.50%**), a two-year corporate bond (**2.50%**), and a three-year medium-term note (**2.40%**)[83](index=83&type=chunk)[84](index=84&type=chunk) [13. Operating Loss](index=29&type=section&id=13.%20Operating%20Loss) During the reporting period, the company's operating loss was primarily affected by a significant increase in fair value losses on investment properties and impairment losses on properties under development and completed properties held for sale Key Components of Operating Loss (RMB thousands) | Item | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Fair Value Losses on Investment Properties Expensed in Profit or Loss | (228,821) | (245,672) | | Impairment Losses on Properties Under Development and Completed Properties Held for Sale | (1,077,353) | (478,572) | | Net Impairment Losses on Financial Assets | (60,932) | (133,539) | | Government Grants | 3,763 | 1,075 | | Investment Income | 8,350 | 26,738 | - Impairment losses on properties under development and completed properties held for sale significantly increased from **RMB 478,572 thousand** to **RMB 1,077,353 thousand**[86](index=86&type=chunk) - Investment income decreased from **RMB 26,738 thousand** to **RMB 8,350 thousand**[86](index=86&type=chunk) [14. Finance Income and Costs](index=29&type=section&id=14.%20Finance%20Income%20and%20Costs) During the reporting period, the company's net finance costs significantly increased, mainly due to higher interest expenses and reduced capitalized amounts, coupled with a substantial decrease in interest income Finance Income and Costs (RMB thousands) | Item | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Interest Expense | (532,611) | (626,436) | | Less: Amount Capitalized in Properties Under Development | 43,320 | 206,150 | | Finance Costs | (493,708) | (423,279) | | Finance Income – Interest Income | 19,974 | 72,307 | | **Net Finance Costs** | **(473,734)** | **(350,972)** | - The amount capitalized in properties under development significantly decreased from **RMB 206,150 thousand** to **RMB 43,320 thousand**[89](index=89&type=chunk) - Interest income decreased from **RMB 72,307 thousand** to **RMB 19,974 thousand**[89](index=89&type=chunk) [15. Income Tax Expense](index=30&type=section&id=15.%20Income%20Tax%20Expense) During the reporting period, the company's income tax expense decreased, mainly due to a reduction in China corporate income tax and a shift from positive to negative land value-added tax, with deferred income tax turning from negative to positive - The China income tax rate is **25%**, with some high-tech enterprise subsidiaries enjoying a preferential tax rate of **15%**[90](index=90&type=chunk) Components of Income Tax Expense (RMB thousands) | Item | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | China Corporate Income Tax | 92,946 | 175,727 | | China Land Appreciation Tax | (25,559) | 78,128 | | Deferred Income Tax | 88,227 | (80,295) | | **Total** | **155,614** | **173,560** | - China Land Appreciation Tax shifted from **RMB 78,128 thousand** in H1 2024 to **RMB (25,559) thousand** in H1 2025[91](index=91&type=chunk) [16. Loss Per Share](index=30&type=section&id=16.%20Loss%20Per%20Share) During the reporting period, the company's basic and diluted loss per share both significantly expanded, reflecting the increased loss attributable to ordinary equity holders Loss Per Share Data | Item | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Loss Attributable to Ordinary Equity Holders of the Company (RMB thousands) | (1,647,124) | (769,580) | | Number of Ordinary Shares Issued (thousands) | 3,367,020 | 3,367,020 | | Loss Per Share (RMB cents per share) | (48.92) | (22.86) | - The Company had no potential dilutive ordinary shares for the six months ended June 30, 2025, and 2024, thus diluted loss per share was equal to basic loss per share[92](index=92&type=chunk) [17. Dividends](index=31&type=section&id=17.%20Dividends) The Board resolved not to declare an interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 (for the six months ended June 30, 2024: nil)[95](index=95&type=chunk) - The annual general meeting held in May 2025 resolved not to declare a final dividend for the year ended December 31, 2024[95](index=95&type=chunk) [18. Pledged Assets](index=31&type=section&id=18.%20Pledged%20Assets) As of June 30, 2025, the company pledged various assets as collateral for RMB 13,319,822 thousand in borrowings, with the total value of pledged assets slightly decreasing - As of June 30, 2025, the Group pledged certain investment properties with a fair value of **RMB 9,854,000 thousand**, right-of-use assets with a net book value of **RMB 369,619 thousand**, property, plant and equipment of **RMB 1,430,977 thousand**, properties under development of **RMB 2,442,350 thousand**, and trade receivables of **RMB 14,725 thousand** as collateral for borrowings of **RMB 13,319,822 thousand**[96](index=96&type=chunk) - Total pledged borrowings slightly decreased from **RMB 13,400,494 thousand** as of December 31, 2024, to **RMB 13,319,822 thousand**[96](index=96&type=chunk) [19. Financial Guarantees](index=31&type=section&id=19.%20Financial%20Guarantees) The Group provides stage-based joint and several liability guarantees for bank mortgage loans to property purchasers, with outstanding guarantee amounts of RMB 4,074,213 thousand, and the company's directors believe the likelihood of significant loss is remote - The Group provides stage-based joint and several liability guarantees for bank mortgage loans granted to property purchasers[97](index=97&type=chunk) - As of June 30, 2025, the outstanding guarantee amount was **RMB 4,074,213 thousand** (December 31, 2024: **RMB 4,175,446 thousand**)[97](index=97&type=chunk) - The Group has not recognized any liabilities related to the above financial guarantee contracts, as the Company's directors believe that the possibility of the Group incurring any significant loss on these financial guarantee contracts is remote[97](index=97&type=chunk) [20. Commitments](index=32&type=section&id=20.%20Commitments) As of June 30, 2025, the company's total capital commitments for properties under development and investment properties decreased, but total future rental receivables increased Capital Commitments for Development Costs of Properties Under Development and Investment Properties (RMB thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Properties Under Development | 2,786,885 | 3,066,893 | | Investment Properties | 27,108 | 19,645 | | **Total** | **2,813,993** | **3,086,538** | Rental Receivables from Investment Properties (RMB thousands) | Period | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Within 1 year | 705,098 | 541,523 | | 2 to 5 years | 1,041,972 | 1,028,693 | | After 5 years | 371,984 | 433,149 | | **Total** | **2,119,054** | **2,003,365** | [21. Significant Non-Cash Investing or Financing Activities](index=33&type=section&id=21.%20Significant%20Non-Cash%20Investing%20or%20Financing%20Activities) During the reporting period, the company engaged in several non-cash investing and financing activities, including the recognition of right-of-use assets and lease liabilities, conversion of non-controlling interest borrowings into equity, conversion of associate borrowings into equity, and offsetting completed properties held for sale against borrowings due to non-controlling interests - The recognition of right-of-use assets and lease liabilities for property and equipment is considered a non-cash investing and financing activity[103](index=103&type=chunk) - Borrowings of **RMB 701,115 thousand** from non-controlling interests to subsidiary Guangzhou Chenxu Real Estate Co, Ltd were converted into equity attributable to non-controlling shareholders under a shareholder loan-to-equity arrangement[103](index=103&type=chunk) - Borrowings of **RMB 91,447 thousand** from the Group to associate Guangzhou Guangyue Real Estate Co, Ltd were converted into an investment accounted for using the equity method under a shareholder loan-to-equity arrangement[103](index=103&type=chunk) - Completed properties held for sale of **RMB 9,588 thousand** were offset against borrowings due to non-controlling interests[103](index=103&type=chunk) [22. Related Party Transactions](index=33&type=section&id=22.%20Related%20Party%20Transactions) The Group has various related party transactions with North Star Group and its controlled entities, including borrowings, and provision and receipt of services. During the reporting period, some non-controlling interests, Jinyu Real Estate, China Construction, and CSCEC Jiuhua are no longer considered related parties [22.1. Acceptance/Provision of Services and Leases from Related Parties](index=34&type=section&id=22.1.%20Acceptance/Provision%20of%20Services%20and%20Leases%20from%20Related%20Parties) Revenue from Services and Leases Provided to Related Parties (RMB thousands) | Related Party | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Beijing North Star Convention and Exhibition Investment Co, Ltd | 12,500 | 1,925 | | Nanjing North Star Yangtze River Convention and Exhibition Co, Ltd | 1,499 | 2,877 | | Beijing North Star Asian Games Village Automobile Exchange Market Co, Ltd | 788 | 858 | Expenses for Services and Leases Received from Related Parties (RMB thousands) | Related Party | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | North Star Group (Trademark License Fees) | 5 | 5 | | North Star Convention and Exhibition Investment (Lease Fees and Convention and Exhibition Services) | 34,226 | – | | China Construction (Construction Services Received) | – | 398,651 | - For the six months ended June 30, 2025, China Construction is no longer considered a related party[106](index=106&type=chunk) [22.2. Borrowings from North Star Group](index=35&type=section&id=22.2.%20Borrowings%20from%20North%20Star%20Group) Changes in Borrowings from North Star Group (RMB thousands) | Item | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Beginning of Period | 1,656,770 | 2,902,871 | | Repayment of Borrowings | (208,000) | (2,250,000) | | End of Period | 1,448,407 | 1,601,733 | - As of June 30, 2025, the Company repaid **RMB 208,000 thousand** of borrowings from North Star Group, with remaining borrowings of **RMB 1,447,000 thousand**, all unsecured, unpledged, or unguaranteed, and an annual interest rate of LPR for over five years minus **10 basis points/year**[109](index=109&type=chunk)[110](index=110&type=chunk) [22.3. Borrowings from CSCEC Jiuhua](index=36&type=section&id=22.3.%20Borrowings%20from%20CSCEC%20Jiuhua) Changes in Borrowings from CSCEC Jiuhua (RMB thousands) | Item | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Beginning of Period | – | 444,948 | | Proceeds from Borrowings | – | 1,664 | | End of Period | – | 454,745 | - For the six months ended June 30, 2025, CSCEC Jiuhua is no longer considered a related party[111](index=111&type=chunk) [22.4. Project Cooperation Development Funds Provided to Associates and Joint Ventures](index=37&type=section&id=22.4.%20Project%20Cooperation%20Development%20Funds%20Provided%20to%20Associates%20and%20Joint%20Ventures) Project Cooperation Development Funds Provided to Associates and Joint Ventures (RMB thousands) | Related Party | June 30, 2025 (Unaudited) | January 1, 2024 (Unaudited) | | :--- | :--- | :--- | | Wuhan Jinchen Yingchuang | 300,355 | 287,942 | | Guangzhou Guangyue | – | 585,235 | | **Total** | **300,355** | **873,177** | - As of June 30, 2025, the amounts provided by the Group to Guangzhou Guangyue were converted into an investment accounted for using the equity method under a shareholder loan-to-equity arrangement[115](index=115&type=chunk) - The Group's allowance for doubtful debts for amounts due from Wuhan Jinchen Yingchuang was **RMB 139,517 thousand**[115](index=115&type=chunk) [22.5. Funds Obtained from Related Parties](index=38&type=section&id=22.5.%20Funds%20Obtained%20from%20Related%20Parties) End-of-Period Balances of Funds Obtained from Related Parties (RMB thousands) | Related Party | June 30, 2025 (Unaudited) | January 1, 2024 (Unaudited) | | :--- | :--- | :--- | | Wuhan Dangdai | 42,000 | 42,000 | | Beijing Chenxuan | 96,220 | 96,220 | | Wuxi Chenwan | 22,050 | 22,050 | | Guangzhou Guangyue | 21,760 | – | | **Total** | **182,040** | **321,416** | - Funds obtained from related parties are unsecured, unguaranteed, interest-free, and have no fixed repayment dates[120](index=120&type=chunk) - As of June 30, 2025, Jinyu Real Estate is no longer considered a related party[118](index=118&type=chunk) [22.6. Funds Provided to Jinyu Real Estate](index=39&type=section&id=22.6.%20Funds%20Provided%20to%20Jinyu%20Real%20Estate) Changes in Funds Provided to Jinyu Real Estate (RMB thousands) | Item | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Beginning of Period | – | 416,500 | | End of Period | – | 416,500 | - For the six months ended June 30, 2025, Jinyu Real Estate is no longer considered a related party[122](index=122&type=chunk) - Funds provided to Jinyu Real Estate are unsecured, unpledged, interest-free, and have no fixed repayment terms[123](index=123&type=chunk) [22.7. Advances for Related Parties](index=39&type=section&id=22.7.%20Advances%20for%20Related%20Parties) Changes in Advances for Related Parties (RMB thousands) | Related Party | June 30, 2025 (Unaudited) | January 1, 2024 (Unaudited) | | :--- | :--- | :--- | | Chenxing Company | – | – | | Wuhan Dangdai | – | – | | Yuanchenxin Property | – | – | | North Star Asian Games Village | – | – | | **Total** | **–** | **–** | - Advances of **RMB 388 thousand** were made during the period and have been fully repaid[124](index=124&type=chunk) - Amounts provided to related parties are unsecured, unpledged, interest-free, and have no fixed repayment terms[124](index=124&type=chunk) [22.8. Balances of Purchases of Goods and Services, Advances and Amounts](index=40&type=section&id=22.8.%20Balances%20of%20Purchases%20of%20Goods%20and%20Services,%20Advances%20and%20Amounts) Amounts Due from Related Parties (RMB thousands) | Related Party | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Guangzhou Guangyue | – | 538,995 | | Wuhan Jinchen Yingchuang | 300,355 | 291,708 | | Jinyu Real Estate | – | 416,500 | | **Total** | **312,870** | **1,258,085** | Amounts Due to Related Parties (RMB thousands) | Related Party | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Kangchen Aoyun | 1,375 | 1,853 | | China Construction | – | 623,022 | | North Star Convention and Exhibition Investment | 33,232 | – | | **Total** | **35,309** | **626,182** | Borrowings/Amounts from Related Parties (RMB thousands) | Related Party | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | North Star Group | 1,448,407 | 1,656,770 | | CSCEC Jiuhua | – | 463,043 | | Guangzhou Guangyue | 21,760 | 11,760 | | **Total** | **1,630,437** | **2,308,359** | - As of June 30, 2025, the Group recognized a loss allowance of **RMB 140,066 thousand** for amounts due from related parties based on the expected credit loss model[128](index=128&type=chunk) - For the six months ended June 30, 2025, Jinyu Real Estate, China Construction, and CSCEC Jiuhua are no longer considered related parties[130](index=130&type=chunk) [22.9. Key Management Personnel Remuneration](index=41&type=section&id=22.9.%20Key%20Management%20Personnel%20Remuneration) Key Management Personnel Remuneration (RMB thousands) | Item | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Salaries and Other Short-term Employee Benefits | 9,656 | 6,485 | | Post-employment Benefits | 1,155 | 1,092 | | **Total** | **10,811** | **7,577** | [22.10. Lease Liabilities](index=42&type=section&id=22.10.%20Lease%20Liabilities) Lease Liabilities (RMB thousands) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | North Star Group (Lease Liabilities for Land) | 16,695 | 16,339 | - The Group entered into an asset transfer agreement with North Star Group to acquire land, and prior to the approval of the final transfer price, the Group recognized a right-of-use asset and a lease liability[131](index=131&type=chunk)[132](index=132&type=chunk) [22.11. Dividends Received/Receivable](index=42&type=section&id=22.11.%20Dividends%20Received/Receivable) - For the six months ended June 30, 2025, the Group had no dividends received/receivable[133](index=133&type=chunk) - For the six months ended June 30, 2024, the Group's joint venture, Hangzhou Jinhu, distributed dividends of **RMB 42,730 thousand** to the Group[134](index=134&type=chunk) [Supplementary Information](index=43&type=section&id=Supplementary%20Information) [Consolidated Interim Financial Information Reconciliation Table](index=43&type=section&id=Consolidated%20Interim%20Financial%20Information%20Reconciliation%20Table) The Group provides a reconciliation table of financial information prepared under China Accounting Standards and Hong Kong Financial Reporting Standards, with key differences in depreciation, impairment provisions, and fair value adjustments for investment properties Reconciliation Table of China Accounting Standards and Hong Kong Financial Reporting Standards (RMB thousands) | Item | Loss Attributable to Owners of the Company for H1 2025 | Loss Attributable to Owners of the Company for H1 2024 | Equity Attributable to Owners of the Company as of June 30, 2025 | Equity Attributable to Owners of the Company as of December 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Under China Accounting Standards | (1,585,414) | (738,317) | 8,113,729 | 9,699,143 | | Reversal of Depreciation and Impairment Provisions for Investment Properties under China Accounting Standards | 109,537 | 151,890 | 2,995,689 | 2,886,152 | | Fair Value Adjustments for Investment Properties under Hong Kong Financial Reporting Standards | (171,247) | (183,153) | 3,526,863 | 3,698,110 | | **Under Hong Kong Financial Reporting Standards** | **(1,647,124)** | **(769,580)** | **14,636,281** | **16,283,405** | [Management Discussion and Analysis](index=44&type=section&id=Management%20Discussion%20and%20Analysis) [I. Company's Industry and Main Business Operations in the Reporting Period](index=44&type=section&id=I.%20Company's%20Industry%20and%20Main%20Business%20Operations%20in%20the%20Reporting%20Period) The company's main businesses include convention and exhibition (including hotel) and commercial property, and real estate development. In H1, China's economy showed steady improvement, the MICE industry developed rapidly, the hotel industry moderately recovered, and the office market stabilized. The real estate market continued its recovery, but transaction volume slightly decreased [I.1. Company Business Overview](index=44&type=section&id=I.1.%20Company%20Business%20Overview) [I.1.a. Convention and Exhibition (including Hotel) Business](index=44&type=section&id=I.1.a.%20Convention%20and%20Exhibition%20%28including%20Hotel%29%20Business) - The company's convention and exhibition (including hotel) business, relying on Capital Exhibition (Group) Co, Ltd, actively promotes a full industry chain layout for conventions and exhibitions, becoming a professional operator for the China International Fair for Trade in Services (CIFTIS) and a service provider for high-end state and government events[138](index=138&type=chunk) [I.1.b. Commercial Property Business](index=45&type=section&id=I.1.b.%20Commercial%20Property%20Business) - The company's commercial property business, relying on Beijing North Star Commercial Management Co, Ltd, provides professional asset operation and property service management for the company's multi-format assets, including office buildings, apartments, and integrated commercial properties[142](index=142&type=chunk) [I.1.c. Real Estate Development Business](index=45&type=section&id=I.1.c.%20Real%20Estate%20Development%20Business) - The company's real estate development business has formed a multi-regional, multi-level national scaled development layout, involving diversified and multi-grade property development and operation, including residential, apartment, villa, office building, and commercial properties[143](index=143&type=chunk) - As of the end of the reporting period, the company's development projects and land reserves are distributed across **15 core cities**, including Beijing-Tianjin-Hebei, the Yangtze River Economic Belt, the Chengdu-Chongqing urban agglomeration, Hainan Free Trade Port, and the Guangdong-Hong Kong-Macao Greater Bay Area[143](index=143&type=chunk) [I.2. Industry Development Situation](index=46&type=section&id=I.2.%20Industry%20Development%20Situation) [I.2.a. Convention and Exhibition (including Hotel) and Commercial Property](index=46&type=section&id=I.2.a.%20Convention%20and%20Exhibition%20%28including%20Hotel%29%20and%20Commercial%20Property) - In H1 2025, China's convention and exhibition industry developed rapidly, with expanding market scale, accelerated digital transformation, and significantly enhanced internationalization[147](index=147&type=chunk) - The hotel industry saw a moderate recovery in occupancy rates due to the resurgence of domestic business demand and a rebound in the tourism market, but average room rates remained under pressure[147](index=147&type=chunk) - The Beijing office market experienced continued tightening on the supply side and a rebound in demand, with vacancy rates declining, rental decreases narrowing, and the market showing signs of bottoming out and stabilizing[147](index=147&type=chunk) [I.2.b. Real Estate Development](index=46&type=section&id=I.2.b.%20Real%20Estate%20Development) - In H1 2025, China's real estate market continued its recovery, with further optimization of supply-demand dynamics, and sustained policy support from central and local governments[148](index=148&type=chunk) - In H1, national commercial residential sales area decreased by **3.7%** year-on-year, and sales value decreased by **5.2%** year-on-year[148](index=148&type=chunk) - In H1, land auction activity was mainly concentrated in core cities, with a significant increase in residential land transfer fees but a decrease in transaction area, and central state-owned enterprises remained the main force in land acquisition[148](index=148&type=chunk) [II. Analysis of Core Competencies in the Reporting Period](index=47&type=section&id=II.%20Analysis%20of%20Core%20Competencies%20in%20the%20Reporting%20Period) The company's core competencies lie in its leading domestic convention and exhibition brand influence and integrated real estate development and operation capabilities, driving synergistic development across segments through a 'convention and exhibition-led' strategy and maintaining a low financing cost advantage through a 'headquarters financing' model - The company's core competencies are primarily reflected in its comprehensive influence as a convention and exhibition brand and its integrated real estate development and operation capabilities[150](index=150&type=chunk) - In the convention and exhibition sector, the company is the official professional operator of CIFTIS, one of the main organizers of China Refrigeration Expo, and maintains the top position nationwide in terms of convention and exhibition venue management scale[153](index=153&type=chunk) - In the real estate sector, the company possesses integrated real estate development and operation capabilities, covering multi-format projects, and actively innovates development models, promoting the linkage of 'convention and exhibition + real estate' projects[155](index=155&type=chunk) - The company utilizes a 'headquarters financing' model, maintaining a low financing cost advantage and enhancing risk resistance capabilities through its strong credit standing and risk management abilities[155](index=155&type=chunk) [III. Discussion and Analysis of Operating Conditions](index=49&type=section&id=III.%20Discussion%20and%20Analysis%20of%20Operating%20Conditions) In H1 2025, the company focused on 'synergistic development and reform innovation' to actively address industry challenges. Operating revenue decreased by 11.97% year-on-year, and loss before tax and loss attributable to ordinary equity holders both significantly increased. The convention and exhibition and commercial property segment saw revenue growth and increased profit, while the real estate development segment experienced revenue decline and expanded losses [III.1. Company Operating Review](index=49&type=section&id=III.1.%20Company%20Operating%20Review) [III.1.a. Convention and Exhibition (including Hotel) and Commercial Property](index=49&type=section&id=III.1.a.%20Convention%20and%20Exhibition%20%28including%20Hotel%29%20and%20Commercial%20Property) [III.1.a.i. Convention and Exhibition (including Hotel)](index=49&type=section&id=III.1.a.i.%20Convention%20and%20Exhibition%20%28including%20Hotel%29) The convention and exhibition (including hotel) segment achieved steady and positive operations by refining service guarantees for state and government events, enhancing the quality of event organization, steadily expanding venue and hotel operation management scale, strengthening research and consulting capabilities, and improving digitalization - During the reporting period, the convention and exhibition (including hotel) and commercial property segment achieved operating revenue of **RMB 1,476,714 thousand**, a year-on-year increase of **18.32%**; profit before tax was **RMB 201,526 thousand**, a year-on-year increase of **1.59%**[158](index=158&type=chunk) - Successfully completed service guarantee tasks for several major state and government events, including the 4th Ministerial Meeting of the China-CELAC Forum and the 10th Annual Meeting of the Asian Infrastructure Investment Bank in 2025[160](index=160&type=chunk) - Successfully hosted exhibitions such as the 29th World Gas Conference and the 2025 China Refrigeration Expo, with the World Gas Conference exhibition area exceeding **50,000 square meters** and the China Refrigeration Expo total exhibition area reaching **115,000 square meters**, both setting new historical highs[161](index=161&type=chunk) - Self-owned venues and hotels hosted **1,071** various exhibition events, a year-on-year increase of approximately **58.9%**. Newly signed **3** entrusted management projects for venues and hotels and **3** consulting projects, with management output business now in **33 cities** nationwide[164](index=164&type=chunk) - Phase II of the National Convention Center and Capital International Exhibition Center officially commenced operations, forming a world-class convention and exhibition complex, and successfully undertaking large-scale technology exhibitions and automotive brand launch events[166](index=166&type=chunk) [III.1.a.ii. Commercial Property](index=56&type=section&id=III.1.a.ii.%20Commercial%20Property) The commercial property segment steadily improved its operational quality and efficiency by promoting the normalized operation of the Asian Olympic Business District New Consumption Innovation Alliance, solidifying asset operations with an industrial mindset, activating consumption potential in apartment formats, actively attracting investment for the Chaoyang Data Industrial Park, and fully advancing property management business expansion - Promoted the normalized operation of the Asian Olympic Business District New Consumption Innovation Alliance, continuously expanding alliance members to **24**, organizing activities such as 'Convention and Exhibition Market' and developing 'Asian Olympic Consumption Pass' to foster integrated development of 'convention and exhibition, business, culture, tourism, and sports'[173](index=173&type=chunk) - Established a 'full-spectrum' office building product system, implementing precise marketing for the Asian Games and Olympic regional markets to enhance customer loyalty[173](index=173&type=chunk) - Actively carried out investment promotion for Chaoyang Data Industrial Park, successfully signing **14 industrial enterprises** and entering into a co-construction agreement with the Chaoyang Park Management Committee[176](index=176&type=chunk) - North Star Yue Property successfully took over high-end property services for North Star Center, North Star Hui, Olympic Tower, and other properties, establishing a new benchmark for commercial property asset management in Beijing's Asian Olympic Business District[176](index=176&type=chunk) Operating and Rental Income from Major Leased Properties During the Reporting Period (RMB thousands) | No | Project | Operating Format | Gross Floor Area (square meters) | Rental Income | | :--- | :--- | :--- | :--- | :--- | | 1 | National Convention Center | Convention, Exhibition | 270,800 | 200,110 | | 6 | North Star Century Center | Office Building | 149,800 | 95,030 | | 13 | North Star Huiyuan Hotel Apartment | Apartment | 184,300 | 125,180 | | 15 | Changsha North Star Delta Joy City | Commercial | 100,000 | 64,820 | [III.1.b. Real Estate Development](index=60&type=section&id=III.1.b.%20Real%20Estate%20Development) The real estate development segment coordinated inventory reduction, ensured delivery, prevented risks, and sought transformation amidst market adjustments. During the reporting period, operating revenue for the real estate development segment decreased by 29.71% year-on-year, and loss before tax expanded, mainly due to reduced settlement area and lower gross profit margin - During the reporting period, the real estate development segment achieved operating revenue of **RMB 1,461,344 thousand** (including parking spaces), a year-on-year decrease of **29.71%**[181](index=181&type=chunk) - Loss before tax was **RMB 1,606,723 thousand**, an increase in loss of **RMB 805,383 thousand** compared to the prior period[181](index=181&type=chunk) - The company achieved contracted sales of **RMB 2.282 billion** (including parking spaces) and a sales area of **174,900 square meters**[181](index=181&type=chunk) - Achieved a commencement and resumption of construction area of **1,093,900 square meters** and a completed area of **27,400 square meters**[185](index=185&type=chunk) - Efficiently promoted the exit of tail-end projects and revitalized idle assets through strategies of 'liquidation and deregistration, absorption and merger, and equity transfer'[186](index=186&type=chunk) Real Estate Sales and Revenue Recognition During the Reporting Period (RMB thousands) | No | Project | Operating Format | Area Sold (including pre-sold) (square meters) | Revenue Recognized | | :--- | :--- | :--- | :--- | :--- | | 6 | Beijing North Star Red Oak Villa | Villa | 16,069 | 145,020 | | 8 | Beijing Jinchen Mansion | Residential | 2,996 | 141,530 | | 10 | Changsha North Star Delta | Residential, Commercial, Office Building, etc | 14,059 | 72,640 | | 38 | Chongqing Yuelai No. 1 | Residential, Commercial | 35,602 | 327,720 | | **Total** | **-** | **-** | **174,933** | **1,461,344** | - Area pending revenue recognition at the end of the reporting period was **198,287 square meters**[196](index=196&type=chunk) [III.1.c. Digital Construction](index=67&type=section&id=III.1.c.%20Digital%20Construction) The company leverages its digital marketing platform to integrate digital marketing capabilities across its convention and exhibition, commercial property, and real estate segments, forming a unified external digital marketing channel, and has completed the construction of an integrated asset-business-finance digital platform to enhance resource utilization efficiency and market competitiveness - The company relies on its digital marketing platform to integrate the digital marketing capabilities of its three major business segments—convention and exhibition, commercial property, and real estate—achieving 'unified brand promotion, unified channel expansion, and unified resource allocation'[198](index=198&type=chunk) - Completed the construction of an integrated asset-business-finance digital platform, promoting integrated management and control of asset management, business operations management, and financial management, enhancing resource allocation efficiency, and fostering product and service innovation[198](index=198&type=chunk) [III.1.d. Financing Work](index=67&type=section&id=III.1.d.%20Financing%20Work) The company strengthened capital planning and debt management, with total financing remaining stable at the end of the reporting period, and the overall average financing cost further decreasing, providing financial assurance for operational development - Total financing at the end of the reporting period was **RMB 23.69 billion**, providing stable financial assurance for the company's operational development[199](index=199&type=chunk) - The overall average financing cost further decreased to **3.66%**[199](index=199&type=chunk) Company Financial Financing During the Reporting Period (RMB thousands) | Total Financing at Period-End | Overall Average Financing Cost (%) | Amount of Interest Capitalized | | :--- | :--- | :--- | | 23,687,450 | 3.66 | 43,320 | [IV. Company Development Strategy](index=68&type=section&id=IV.%20Company%20Development%20Strategy) The company will focus on 'synergistic development and reform innovation,' promoting a full industry chain layout for conventions and exhibitions, accelerating real estate business transformation, enhancing commercial property operational efficiency, and leveraging digital construction to form a new industrial pattern where convention and exhibition, real estate, and commercial management mutually support, complement each other, and develop synergistically [IV.1. Convention and Exhibition (including Hotel) and Commercial Property](index=68&type=section&id=IV.1.%20Convention%20and%20Exhibition%20%28including%20Hotel%29%20and%20Commercial%20Property) - The goal of the convention and exhibition business segment is to build an international first-class, domestic leading convention and exhibition brand, strengthening the two core functions of 'service guarantee' and 'driving promotion,' with 'internationalization, digitalization, greening, branding, industrialization, and ecologicalization' as the main lines, to reinforce the full industry chain layout of conventions and exhibitions[203](index=203&type=chunk) - The goal of the commercial property segment is to build a leading domestic brand for public building and park-type asset operation and management, focusing on office buildings, apartments, and commercial park businesses, enhancing professional levels, and promoting business optimization and upgrading[205](index=205&type=chunk) - Deeply promote the innovative development of the Asian Olympic Business District New Consumption Alliance, exploring the creation of integrated innovative consumption scenarios such as 'culture + commerce,' 'tourism + sports,' and 'food + events'[205](index=205&type=chunk) [IV.2. Real Estate Development](index=69&type=section&id=IV.2.%20Real%20Estate%20Development) - The goal of real estate development is to build a unique high-quality life service provider and integrated urban development operator, focusing on the 'one core, two wings' strategy, driving the transformation of the development model with 'North Star Services' and 'convention and exhibition + real estate'[206](index=206&type=chunk) - Accelerate the disposal of existing projects, with an estimated commencement and resumption of construction area of **1,066,500 square meters** and a completed area of **195,600 square meters** in H2 2025, striving to achieve a sales area of **288,200 square meters** and contracted sales of **RMB 3.228 billion**[206](index=206&type=chunk) - Promote deep synergy of 'convention and exhibition + real estate + commercial management,' relying on Changsha North Star Delta to develop the 'North Star Riverside Business District,' and explore the 'convention center + residential' project development model[206](index=206&type=chunk) [IV.3. Digital Construction](index=70&type=section&id=IV.3.%20Digital%20Construction) - The company will actively cultivate new digital businesses, systematically promoting digital transformation around the upstream and downstream service ecosystem of the convention and exhibition industry, the urban consumption center business district ecosystem of Asian Olympic, and the company's various business formats[207](index=207&type=chunk) [IV.4. Financing Work and Capital Expenditure](index=70&type=section&id=IV.4.%20Financing%20Work%20and%20Capital%20Expenditure) - The company will strengthen capital planning, fully utilize the 'headquarters financing' model, innovate financing methods, broaden financing channels, strengthen debt management, and improve capital utilization efficiency[208](index=208&type=chunk) - In H2 2025, the company expects fixed asset investment of **RMB 40 million**, with funding arranged from its own capital[208](index=208&type=chunk) [V. Risks the Company May Face](index=71&type=section&id=V.%20Risks%20the%20Company%20May%20Face) The company faces market risks and talent reserve risks. The ongoing adjustment in the real estate market may affect sales collection efficiency, while the advancement of convention and exhibition and commercial property businesses significantly increases the demand for specialized and senior management talent [V.1. Market Risk](index=71&type=section&id=V.1.%20Market%20Risk) - The current real estate market remains in an adjustment period, with buyer confidence not yet significantly restored and market wait-and-see sentiment not yet reversed, which may lead to sustained low levels of sales volume and price, directly impacting sales collection efficiency[210](index=210&type=chunk) - The company will closely monitor market development trends, select cities and regions with relatively mature markets, good investment environments, net population inflow, and reasonable housing price-to-income ratios, and strengthen professional management to improve cash recovery rates[210](index=210&type=chunk) [V.2. Talent Reserve Risk](index=71&type=section&id=V.2.%20Talent%20Reserve%20Risk) - With the steady advancement of the company's convention and exhibition and commercial property businesses, the demand for various types of talent, especially specialized and senior management talent, has significantly increased, posing a risk of talent shortage[211](index=211&type=chunk) - The company actively builds a 'grand talent' work framework, attracting and gathering talent through various channels such as 'excellent cultivation programs,' school-enterprise cooperation, and market-oriented selection of professional managers, and strengthening the reserve and training of young cadres and talent[211](index=211&type=chunk) [VI. Discussion and Analysis of Financial Performance](index=72&type=section&id=VI.%20Discussion%20and%20Analysis%20of%20Financial%20Performance) As of June 30, 2025, equity attributable to ordinary equity holders decreased by 10.12%, primarily due to the loss for the period. The company maintains good liquidity, stable asset-liability ratio and capital-to-debt ratio, with no significant foreign exchange fluctuation risks - Equity attributable to ordinary equity holders of the Company as of June 30, 2025, decreased by **10.12%** compared to December 31, 2024, primarily due to the loss attributable to ordinary equity holders of the Company of **RMB 1,647,124 thousand** incurred during the period[212](index=212&type=chunk) - The Group's current assets amounted to **RMB 34,195,564 thousand**, while current liabilities amounted to **RMB 16,580,383 thousand**[213](index=213&type=chunk) - As of June 30, 2025, the balance of bank deposits and cash was **RMB 6,237,377 thousand**, with no risk of default on issued bonds[213](index=213&type=chunk) - At the end of the reporting period, the Group's asset-liability ratio, calculated as total liabilities divided by total assets, was **68%** (December 31, 2024: **68%**); the capital-to-debt ratio, calculated as total debt divided by total equity, was **111.5%** (December 31, 2024: **107.4%**)[213](index=213&type=chunk) [VII.

2025 中期報告 中國國際金融股份有限公司 3908 中期報告 2025 中國國際金融股份有限公司 目錄 | 釋義 | 002 | | --- | --- | | 重要提示 | 007 | | 公司簡介 | 009 | | 會計數據及財務指標摘要 | 011 | | 管理層討論與分析 | 014 | | 公司治理 | 086 | | 環境與社會責任 | 093 | | 重要事項 | 097 | | 股份變動及股東情況 | 106 | | 債券相關情況 | 113 | | 中期簡明合併財務報表審閱報告 | 133 | | 中期簡明合併財務報表 | 134 | | 備查文件目錄 | 236 | | 證券公司信息披露 | 237 | | 附錄一：公司主要業務資格 | 238 | | 附錄二：分支機構變更情況 | 246 | | 附錄三：信息披露索引 | 250 | 釋義 在本報告內，除非文義另有所指，否則下列詞彙具有以下涵義： | 「本公司」「公司」或「中金公司」 | 指 | 中國國際金融股份有限公司 | | --- | --- | --- | | 「本集團」「集團」或「我們」 | 指 | 本公司及其子公司（或按 ...